Elevance Health, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures We carried out an evaluation as of December 31, 2022, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to us (including our consolidated subsidiaries) required to be disclosed in our reports under the Exchange Act. In addition, based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. Management’s Report on Internal Control over Financial Reporting Management, under the supervision and with the participation of the principal executive officer and principal financial officer, of Elevance Health, Inc. (the “Company”) is responsible for establishing and maintaining effective internal control over financial reporting (“Internal Control”), as such term is defined in the Exchange Act. The Company’s Internal Control is designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external reporting purposes in accordance with GAAP. The Company’s Internal Control includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Because of inherent limitations in any Internal Control, no matter how well designed, misstatements due to error or fraud may occur and not be detected. Accordingly, even effective Internal Control can provide only reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Management, under the supervision and with the participation of the principal executive officer and principal financial officer, assessed the effectiveness of the Company’s Internal Control as of December 31, 2022. Management’s assessment was based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on management’s assessment, management has concluded that the Company’s Internal Control was effective as of December 31, 2022 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with GAAP. -136- 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, 2022, and has also issued an audit report dated February 15, 2023, on the effectiveness of the Company’s Internal Control as of December 31, 2022, which is included in this Annual Report on Form 10-K. / S / G AIL K. B OUDREAUX / S / J OHN E. G ALLINA President and Chief Executive Officer Executive Vice President and Chief Financial Officer Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting that occurred during the three months ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Elevance Health, Inc. Opinion on Internal Control Over Financial Reporting We have audited Elevance Health, Inc.’s internal control over financial reporting as of December 31, 2022, 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, 2022, based on the COSO criteria. 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, 2022 and 2021, the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(c) and our report dated February 15, 2023 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. -137- Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Indianapolis, Indiana February 15, 2023 -138- ITEM 9B. OTHER INFORMATION. None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. None. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. The information required by this Item concerning our Executive Officers is included in Part I, Item 1, “Business - Information about our Executive Officers. ” The information required by this Item concerning our Directors and nominees for Director, information about our Audit Committee members and financial expert(s), disclosure of any delinquent filers under Section 16(a) of the Exchange Act and our Code of Conduct is incorporated herein by reference from our definitive Proxy Statement for our 2023 Annual Meeting of Shareholders, which will be filed with the SEC pursuant to Regulation 14A within 120 days after the end of our last fiscal year. ITEM 11. EXECUTIVE COMPENSATION. The information required by this Item concerning remuneration of our Executive Officers and Directors, material transactions involving such Executive Officers and Directors and Compensation Committee interlocks, as well as the Compensation and Talent Committee Report and the CEO pay ratio are incorporated herein by reference from our definitive Proxy Statement for our 2023 Annual Meeting of Shareholders, which will be filed with the SEC pursuant to Regulation 14A within 120 days after the end of our last fiscal year. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. Securities Authorized for Issuance under Equity Compensation Plans Securities authorized for issuance under our equity compensation plans as of December 31, 2022 are as follows: Plan Category 1 Number of securities to be issued upon exercise of outstanding options, warrants and rights 2 (a) Weighted-average exercise price of outstanding options, warrants and rights 3 (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) 4 (c) Equity compensation plans approved by shareholders as of December 31, 2022 4,621,939 $293.28 18,352,576 1 We have no equity compensation plans pursuant to which awards may be granted in the future that have not been approved by shareholders. 2 Includes shares that may be issued under the Elevance Health Incentive Compensation Plan (formerly the Anthem Incentive Compensation Plan) and the 2017 Elevance Health Incentive Compensation Plan pursuant to the following outstanding awards: 2,831,989 stock options, 526,536 unvested restricted stock units, and 1,263,414 performance stock units (assuming that the outstanding performance stock units are earned at the maximum award level). 3 Represents the weighted average exercise price of outstanding stock options. Does not take into consideration outstanding restricted stock units or performance stock units, which, once vested, may be converted into shares of our common stock on a one-for-one basis upon distribution at no additional cost. 4 Excludes securities reflected in the first column, “Number of securities to be issued upon exercise of outstanding options, warrants and rights”. Includes 14,026,920 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, 2022. Includes 4,325,656 shares of common stock available for issuance under the Stock Purchase Plan at December 31, 2022. -139- 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 2023 Annual Meeting of Shareholders, which will be filed with the SEC pursuant to Regulation 14A within 120 days after the end of our last fiscal year. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. The information required by this Item concerning certain relationships and related person transactions and Director independence is incorporated herein by reference from our definitive Proxy Statement for our 2023 Annual Meeting of Shareholders, which will be filed with the SEC pursuant to Regulation 14A within 120 days after the end of our last fiscal year. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. The information required by this Item concerning principal accountant fees and services is incorporated herein by reference from our definitive Proxy Statement for our 2023 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. -140- PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) 1. Financial Statements: The following consolidated financial statements of the Company are set forth in Part II, Item 8: Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2022 and 2021 Consolidated Statements of Income for the years ended December 31, 2022, 2021, and 2020 Consolidated Statements of Comprehensive Income for the years ended December 31, 2022, 2021, and 2020 Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020 Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2022, 2021 and 2020 Notes to Consolidated Financial Statements 2. Financial Statement Schedule: The following financial statement schedule of the Company is included in Item 15(c): Schedule II—Condensed Financial Information of Registrant (Parent Company Only). All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions, are inapplicable, or the required information is included in the consolidated financial statements, and therefore, have been omitted. 3. Exhibits required to be filed as part of this report: Exhibit Number Exhibit 3.1 Amended and Restated Articles of Incorporation of the Company, as amended and restated effective June 27, 2022, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 28, 2022. 3.2 Bylaws of the Company, as amended effective June 28, 2022, incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on June 28, 2022. 4.1 Indenture, dated as of December 9, 2004, between the Company and The Bank of New York Trust Company, N.A., as trustee, including the Form of the Company’s 5.950% Notes due 2034, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 15, 2004. 4.2 Indenture, dated as of January 10, 2006, between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 11, 2006. (a) Form of 5.85% Notes due 2036, incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on January 11, 2006. (b) Form of 6.375% Notes due 2037, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on June 8, 2007. (c) Form of 5.800% Notes due 2040, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on August 12, 2010. (d) Form of 4.625% Notes due 2042, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on May 7, 2012. (e) Form of 3.300% Notes due 2023, incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on September 10, 2012. -141- Exhibit Number Exhibit (f) Form of 4.650% Notes due 2043, incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on September 10, 2012. (g) Form of 5.100% Notes due 2044, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on July 31, 2013. (h) Form of 3.500% Notes due 2024, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on August 12, 2014. (i) Form of 4.650% Notes due 2044, incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on August 12, 2014. (j) Form of 4.850% Notes due 2054, incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on August 12, 2014. 4.3 Indenture dated as of October 9, 2012 between the Company and The Bank of New York Mellon Trust Company, N.A. as trustee, including the Form of the 2.750% Senior Convertible Debentures due 2042, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 9, 2012. 4.4 Subordinated Indenture, dated as of May 12, 2015, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 12, 2015. 4.5 Indenture dated as of November 21, 2017 between the Company and The Bank of New York Mellon Trust Company, N.A. as trustee, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 21, 2017. (a) Form of 3.350% Notes due 2024, incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on November 21, 2017. (b) Form of 3.650% Notes due 2027, incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on November 21, 2017. (c) Form of 4.375% Notes due 2047, incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K filed on November 21, 2017. (d) Form of 4.101% Notes due 2028, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 2, 2018. (e) Form of 4.550% Notes due 2048, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 2, 2018. (f) Form of 2.375% Notes due 2025, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 9, 2019. (g) Form of 2.875% Notes due 2029, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on September 9, 2019. (h) Form of 3.700% Notes due 2049, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on September 9, 2019. (i) Form of 2.250% Notes due 2030, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 5, 2020. (j) Form of 3.125% Notes due 2050, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on May 5, 2020. (k) Form of 0.450% Notes due 2023, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 17, 2021. (l) 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. -142- Exhibit Number Exhibit (m) 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. (n) 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. (o) 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. (p) 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. (q) Form of 5.350% Notes due 2025, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 4, 2022. (r) Form of 5.500% Notes due 2032, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on November 4, 2022. (s) Form of 6.100% Notes due 2052, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on November 4, 2022. (t) Form of 4.900% Notes due 2026, incorporated by reference to Exhibit 4.1 to the Company ’ s Current Report on Form 8-K filed on February 8 , 2023. (u) Form of 4.750% Notes due 2033, incorporated by reference to Exhibit 4.2 to the Company ’ s Current Report on Form 8-K filed on February 8 , 2023. (v) Form of 5.125% Notes due 2053, incorporated by reference to Exhibit 4.3 to the Company ’ s Current Report on Form 8-K filed on February 8 , 2023. 4.6 Upon the request of the Securities and Exchange Commission, the Company will furnish copies of any other instruments defining the rights of holders of long-term debt of the Company or its subsidiaries. 4.7 Description of the Company’s Securities Registered Pursuant to Section 12 of the Exchange Act. 10.1 * Elevance Health Incentive Compensation Plan, as amended and restated effective June 28, 2022. (a) Form of Incentive Compensation Plan Nonqualified Stock Option Award Agreement for 2015, incorporated by reference to Exhibit 10.2(n) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015. (b) Form of Amendment, dated March 9, 2016, to Incentive Compensation Plan Nonqualified Stock Option Award Agreement for 2014, incorporated by reference to Exhibit 10.2(m) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016. (c) Form of Amendment, dated March 9, 2016, to Incentive Compensation Plan Nonqualified Stock Option Award Agreement for 2015, incorporated by reference to Exhibit 10.2(p) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 . (d) Form of Incentive Compensation Plan Nonqualified Stock Option Award Agreement for 2016 and 2017, incorporated by reference to Exhibit 10.2(s) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016. 10.2 * 2017 Elevance Health Incentive Compensation Plan, as amended and restated effective June 28, 2022, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022. (a) Form of Incentive Compensation Plan Nonqualified Stock Option Award Agreement for 2018, incorporated by reference to Exhibit 10.2(d) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018. (b) Form of Incentive Compensation Plan Nonqualified Stock Option Award Agreement commencing July 2018, incorporated by reference to Exhibit 10.2(h) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. -143- Exhibit Number Exhibit (c) Form of Incentive Compensation Plan Nonqualified Stock Option Award Agreement for 2019, incorporated by reference to Exhibit 10.2(l) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. (d) Form of Incentive Compensation Plan Restricted Stock Unit Award Agreement for 2019, incorporated by reference to Exhibit 10.2(m) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. (e) Form of Incentive Compensation Plan Performance Stock Unit Award Agreement for 2019, incorporated by reference to Exhibit 10.2(n) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. (f) Form of Incentive Compensation Plan Nonqualified Stock Option Award Agreement for 2020, incorporated by reference to Exhibit 10.2(l) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. (g) Form of Incentive Compensation Plan Restricted Stock Unit Award Agreement for 2020, incorporated by reference to Exhibit 10.2(m) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. (h) Form of Incentive Compensation Plan Performance Stock Unit Award Agreement for 2020, incorporated by reference to Exhibit 10.2(n) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. (i) 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. (j) Form of Incentive Compensation Plan Restricted Stock Unit Award Agreement for 2021, incorporated by reference to Exhibit 10.2(n) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021. (k) Form of Incentive Compensation Plan Performance Stock Unit Award Agreement for 2021, incorporated by reference to Exhibit 10.2(o) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021. (l) 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. (m) 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. (n) 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. 10.3 * Elevance Health Comprehensive Nonqualified Deferred Compensation Plan, as amended and restated effective June 28, 2022, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022. 10.4 * Elevance Health Executive Agreement Plan, as amended and restated effective June 28, 2022, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022. 10.5 * Elevance Health Executive Salary Continuation Plan, as amended and restated effective June 28, 2022, incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022. 10.6 * Elevance Health Directed Executive Compensation Plan, as amended and restated effective June 28, 2022, incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022. -144- Exhibit Number Exhibit 10.7 * Elevance Health Board of Directors Compensation Program, as amended and restated effective June 28, 2022, incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022. 10.8 * Elevance Health Board of Directors’ Deferred Compensation Plan, as amended and restated effective June 28, 2022, incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022. 10.9 * (a) Form of Employment Agreement between the Company and each of the following: John E. Gallina, Peter D. Haytaian, and Gloria McCarthy, incorporated by reference to Exhibit A to Exhibit 10.41 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007. (b) Form of Employment Agreement between the Company and Gail Boudreaux, incorporated by reference to Exhibit A to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 6, 2017. (c) Form of Employment Agreement between the Company and each of the following: Charles Morgan Kendrick, Felicia F. Norwood, and Blair W. Todt incorporated by reference to Exhibit 10.9(d) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. 10.10 * Offer Letter, by and between the Company and Gail Boudreaux, dated as of November 5, 2017, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 6, 2017. 10.11 Blue Cross License Agreement by and between Blue Cross Blue Shield Association and the Company, including revisions, if any, adopted by the Member Plans through June 16, 2022. 10.12 Blue Shield License Agreement by and between Blue Cross Blue Shield Association and the Company, including revisions, if any, adopted by the Member Plans through June 16, 2022. 21 Subsidiaries of the Company. 23 Consent of Independent Registered Public Accounting Firm. 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act Rules, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act Rules, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101 The following materials from Elevance Health, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022, formatted in Inline XBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Income; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Cash Flows; (v) the Consolidated Statements of Shareholders’ Equity; (vi) the Notes to Consolidated Financial Statements and (vii) Financial Statement Schedule II. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 104 Cover Page Interactive Data File formatted in Inline XBRL and contained in Exhibit 101. * Indicates management contracts or compensatory plans or arrangements. -145- (b) Exhibits The response to this portion of Item 15 is set forth in paragraph (a) 3 above. (c) Financial Statement Schedule Schedule II—Condensed Financial Information of Registrant (Parent Company Only). ITEM 16. FORM 10-K SUMMARY. None. -146- Schedule II—Condensed Financial Information of Registrant Elevance Health, Inc. (Parent Company Only) Balance Sheets (In millions, except share data) December 31, 2022 December 31, 2021 Assets Current assets: Cash and cash equivalents $ 942 $ 630 Fixed maturity securities (amortized cost of $ 175 and $ 512 ; allowance for credit losses of $ 0 and $ 1 ) 163 515 Equity securities 104 49 Other receivables 55 40 Net due from subsidiaries — 446 Other current assets 721 655 Total current assets 1,985 2,335 Other invested assets 783 808 Property and equipment, net 187 207 Deferred tax assets, net 313 77 Investments in subsidiaries 59,042 56,375 Other noncurrent assets 240 265 Total assets $ 62,550 $ 60,067 Liabilities and shareholders’ equity Liabilities Current liabilities: Accounts payable and accrued expenses $ 894 $ 559 Net due to subsidiaries 789 — Current portion of long-term debt 1,500 1,599 Other current liabilities 361 344 Total current liabilities 3,544 2,502 Long-term debt, less current portion 22,324 21,132 Other noncurrent liabilities 375 373 Total liabilities 26,243 24,007 Commitments and contingencies—Note 5 Shareholders’ equity Preferred stock, without par value, shares authorized - 100,000,000 ; shares issued and outstanding - none — — Common stock, par value $ 0.01 , shares authorized - 900,000,000 ; shares issued and outstanding - 237,958,067 and 241,770,746 2 2 Additional paid-in capital 9,084 9,148 Retained earnings 29,724 27,088 Accumulated other comprehensive (loss) income ( 2,503 ) ( 178 ) Total shareholders’ equity 36,307 36,060 Total liabilities and shareholders’ equity $ 62,550 $ 60,067 See accompanying notes. -147- Elevance Health, Inc. (Parent Company Only) Statements of Income Years ended December 31 (In millions) 2022 2021 2020 Revenues Net investment income $ 4 $ 6 $ 65 Net gains on financial instruments 2 6 28 Administrative fees and other revenue 7 24 22 Total revenues 13 36 115 Expenses General and administrative expense 188 119 169 Interest expense 845 794 779 Loss on extinguishment of debt — 21 36 Total expenses 1,033 934 984 Loss before income tax credits and equity in net income of subsidiaries ( 1,020 ) ( 898 ) ( 869 ) Income tax credits ( 461 ) ( 244 ) ( 386 ) Equity in net income of subsidiaries 6,584 6,758 5,055 Shareholders’ net income $ 6,025 $ 6,104 $ 4,572 See accompanying notes. -148- Elevance Health, Inc. (Parent Company Only) Statements of Comprehensive Income Years ended December 31 (in millions) 2022 2021 2020 Shareholders' net income $ 6,025 $ 6,104 $ 4,572 Other comprehensive (loss) income, net of tax: Change in net unrealized gains/losses on investments ( 2,249 ) ( 455 ) 428 Change in non-credit component of impairment losses on investments ( 3 ) 2 — Change in net unrealized gains/losses on cash flow hedges 10 11 12 Change in net periodic pension and postretirement costs ( 70 ) 123 ( 1 ) Foreign currency translation adjustments ( 13 ) ( 9 ) 7 Other comprehensive (loss) income ( 2,325 ) ( 328 ) 446 Total shareholders’ comprehensive income $ 3,700 $ 5,776 $ 5,018 See accompanying notes. -149- Elevance Health, Inc. (Parent Company Only) Statements of Cash Flows Years ended December 31 (In millions) 2022 2021 2020 Net cash provided by operating activities $ 1,447 $ 2,038 $ 4,810 Investing activities Purchases of investments ( 367 ) ( 2,059 ) ( 2,729 ) Proceeds from sales, maturities, calls and redemptions of investments 618 2,449 2,593 Repayment (issuance) of note to subsidiary 1,500 ( 1,500 ) — Capitalization of subsidiaries ( 411 ) ( 807 ) ( 2,460 ) Changes in securities lending collateral 36 173 ( 234 ) Purchases of property and equipment, net of sales ( 47 ) ( 77 ) ( 107 ) Other, net — — 11 Net cash provided by (used in) investing activities 1,329 ( 1,821 ) ( 2,926 ) Financing activities Net (repayments of) proceeds from commercial paper borrowings ( 300 ) 50 ( 150 ) Proceeds from long-term borrowings 3,071 3,462 2,484 Repayments of long-term borrowings ( 1,899 ) ( 1,068 ) ( 1,932 ) Changes in securities lending payable ( 36 ) ( 173 ) 234 Repurchase and retirement of common stock ( 2,316 ) ( 1,900 ) ( 2,700 ) Cash dividends ( 1,290 ) ( 1,158 ) ( 1,000 ) Proceeds from issuance of common stock under employee stock plans 182 203 176 Taxes paid through withholding of common stock under employee stock plans ( 93 ) ( 102 ) ( 128 ) Other, net 217 399 14 Net cash used in financing activities ( 2,464 ) ( 287 ) ( 3,002 ) Change in cash and cash equivalents 312 ( 70 ) ( 1,118 ) Cash and cash equivalents at beginning of year 630 700 1,818 Cash and cash equivalents at end of year $ 942 $ 630 $ 700 See accompanying notes. -150- Elevance Health, Inc. (Parent Company Only) Notes to Condensed Financial Statements December 31, 2022 (In Millions, Except Per Share Data) 1. Basis of Presentation and Significant Accounting Policies In the parent company only financial statements of Elevance Health, Inc. (“Elevance Health”), Elevance Health’s investment in subsidiaries is stated at cost plus equity in undistributed earnings of the subsidiaries. Elevance Health’s share of net income of its unconsolidated subsidiaries is included in income using the equity method of accounting. Certain amounts presented in the parent company only financial statements are eliminated in the consolidated financial statements of Elevance Health. Elevance Health’s parent company only financial statements should be read in conjunction with Elevance Health’s audited consolidated financial statements and the accompanying notes included in Part II, Item 8 of this Annual Report on Form 10-K. 2. Subsidiary Transactions Dividends from Subsidiaries Elevance Health received cash dividends from subsidiaries of $ 3,097 , $ 3,134 and $ 3,618 during 2022, 2021 and 2020, respectively. Dividends to Subsidiaries Certain subsidiaries of Elevance Health own shares of Elevance Health common stock. Elevance Health paid cash dividends to subsidiaries related to these shares of common stock in the amount of $ 61 , $ 54 and $ 46 during 2022, 2021 and 2020, respectively. Investments in Subsidiaries Capital contributions to subsidiaries were $ 411 , $ 3,271 and $ 2,460 during 2022, 2021 and 2020, respectively. Amounts Due From and To Subsidiaries At December 31, 2022 and 2021, Elevance Health reported amounts due (to) from subsidiaries of $( 789 ) and $ 446 , respectively. The amounts due (to) and from subsidiaries primarily include amounts for allocated administrative expenses or daily cash management activities. These items are routinely settled, and as such, are classified as current liabilities or assets. In June 2021 Elevance Health entered into a short-term loan agreement with a subsidiary for the amount of $ 1,500 , which is also included in amounts due from subsidiaries at December 31, 2021. This loan was repaid in February 2022. Guarantees on Behalf of Subsidiaries Elevance Health guarantees contractual or financial obligations or solvency requirements for certain of its subsidiaries. These guarantees approximated $ 550 at December 31, 2022. There were no payments made on these guarantees in 2022. 3. Derivative Financial Instruments The information regarding derivative financial instruments contained in Note 6, “Derivative Financial Instruments,” of the Notes to Consolidated Financial Statements of Elevance Health and its subsidiaries, included in Part II, Item 8 of this Annual Report on Form 10-K, is incorporated herein by reference. -151- 4. Long-Term Debt The information regarding long-term debt contained in Note 13, “Debt,” of the Notes to Consolidated Financial Statements of Elevance Health and its subsidiaries, included in Part II, Item 8 of this Annual Report on Form 10-K, is incorporated herein by reference. 5. Commitments and Contingencies The information regarding commitments and contingencies contained in Note 14, “Commitments and Contingencies,” of the Notes to Consolidated Financial Statements of Elevance Health and its subsidiaries, included in Part II, Item 8 of this Annual Report on Form 10-K, is incorporated herein by reference. 6. Capital Stock The information regarding capital stock contained in Note 15, “Capital Stock,” of the Notes to Consolidated Financial Statements of Elevance Health and its subsidiaries, included in Part II, Item 8 of this Annual Report on Form 10-K, is incorporated herein by reference. -152- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ELEVANCE HEALTH, I NC . By: /s/ GAIL K. BOUDREAUX Gail K. Boudreaux President and Chief Executive Officer Dated: February 15, 2023 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ GAIL K. BOUDREAUX President and Chief Executive Officer, Director (Principal Executive Officer) February 15, 2023 Gail K. Boudreaux /s/ JOHN E. GALLINA Executive Vice President and Chief Financial Officer (Principal Financial Officer) February 15, 2023 John E. Gallina /s/ RONALD W. PENCZEK Chief Accounting Officer and Controller (Principal Accounting Officer) February 15, 2023 Ronald W. Penczek /s/ ELIZABETH E. TALLETT Chair of the Board February 15, 2023 Elizabeth E. Tallett /s/ R. KERRY CLARK Director February 15, 2023 R. Kerry Clark /s/ SUSAN D. DEVORE Director February 15, 2023 Susan D. DeVore /s/ ROBERT L. DIXON, JR. Director February 15, 2023 Robert L. Dixon, Jr. /s/ LEWIS HAY III Director February 15, 2023 Lewis Hay III /s/ BAHIJA JALLAL Director February 15, 2023 Bahija Jallal /s/ ANTONIO F. NERI Director February 15, 2023 Antonio F. Neri /s/ RAMIRO G. PERU Director February 15, 2023 Ramiro G. Peru /s/ RYAN M. SCHNEIDER Director February 15, 2023 Ryan M. Schneider /s/ DEANNA D. STRABLE Director February 15, 2023 Deanna D. Strable -153-