Item 1. Business
ITEM 1. BUSINESS
Unless otherwise noted or the context otherwise requires, the disclosures in this Item 1 refer to Clover Health Investments, Corp. and its
consolidated subsidiaries following the consummation of the Business Combination .
General
At Clover Health, we are singularly focused on creating great, sustainable healthcare to improve every life. We have centered our strategy on
building and deploying technology that we believe will enable us to solve a significant data problem while avoiding the limitations of legacy approaches. Currently, as a next-generation Medicare Advantage insurer, we leverage our flagship software
platform, the Clover Assistant, to provide Americas seniors with Preferred Provider Organization (PPO) and Health Maintenance Organization (HMO) plans that are the obvious choice for Medicare-eligible consumers. We call
our plans Obvious because we believe they are highly affordableoffering most of our members the lowest average out-of-pocket costs for primary care
physician co-pays, specialist co-pays, drug deductibles and drug costs in their marketsand provide wide network access and the same cost-sharing (co-pays and deductibles) for physicians who are in- and out-of-network. By empowering
physicians with data-driven, personalized insights at the point of care through our software platform, we believe we can improve clinical decision-making and viably offer these Obvious plans at scale, through an asset-light approach. We
reach a broad array of consumers, including traditionally underserved populations.
We drive adoption and use of the Clover Assistant
across our network of primary care physicians (PCPs) by focusing on continuously improving its user-centric design, highly actionable and real-time clinical content, enhanced and rapid payment for Clover Assistant visits and simple
onboarding. As of December 31, 2020, over 2,400 PCPs had contracted to use the Clover Assistant to manage our members care.
High PCP engagement with the Clover Assistant enables real-time, data-driven decision-making for our members at the point of care and drives
rapid software iteration: the more that physicians use the Clover Assistant, the more it learns and furthers the precision of personalized data-driven recommendations. We combine our payor data with physician-generated data and use this powerful
closed feedback loop to continuously tune our clinical rules and machine learning models, as well as to select and prioritize future software capabilities. The use and continuous improvement of the Clover Assistant has resulted in not only improved
clinical decision-making but also strong plan performance. The platform also facilitates identifying and engaging with our most at-risk members for our clinical programs designed to provide additional targeted
care support, which is designed to further drive better plan performance. Taken together, we believe these enhancements will allow us to return a material portion of our savings to members through our Obvious plans and to continuously
lower our members out-of-pocket costs and provide them with market-leading benefits.
We were incorporated in October 18, 2019 as a special purpose acquisition company and a Cayman Islands exempted company under the name
Social Capital Hedosophia Holdings Corp. III. On April 24, 2020, we completed our initial public offering (the Initial Public Offering). On January 7, 2021, we consummated a business combination with Clover Health Investments, Corp.
and changed our name to Clover Health Investments, Corp. Our principal executive offices are located at 725 Cool Springs Boulevard, Suite 320, Franklin, Tennessee 37067. Our telephone number is (201) 432-2133.
Our website address is www.cloverhealth.com. The content on any website referred to in this Annual Report on Form 10-K is not incorporated by reference in this Annual Report on Form 10-K unless expressly noted.
Our Opportunity
We believe we have an opportunity to fundamentally change healthcare by aligning our interests with those of our members and physicians through
a technology-driven, asset-light model. By leveraging the Clover Assistant platform, we believe we can raise the level of care provided by every PCP and rapidly and broadly scale in ways unthinkable by traditional managed care plans. We principally
scale our model of care by deploying software to
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PCPs. We contract with providers simply to use the Clover Assistant at the point of care for a flat fee rather than, for example, negotiating contracts involving risk-sharing arrangements under
which the provider assumes financial responsibilities for patient care. Our platform, which enables differentiated open network plan designs, supports our expansion into virtually any market, including traditionally underserved markets that are
generally not viable for others because those markets often lack providers willing or able to assume financial risk for the costs of patient care.
Medicare is the focal point of our opportunity. Over 60 million people were enrolled in Medicare in 2020, and that number is expected to
rise, equating to over $1 trillion in total expenditures by 2025. Within Medicare, the Medicare Advantage (MA) market made up approximately $270 billion of annual spend in 2020 and is expected to grow to approximately
$590 billion by 2025. As of January 1, 2021, we offered MA plans in 108 markets, or counties, across seven states, representing approximately 4.3 million available Medicare-eligible beneficiaries.
Additionally, we believe we are well positioned to leverage the power of the Clover Assistant to further capture Medicare market share through
emerging payment models. For example, we plan to participate in the Direct Contracting model of the Centers for Medicare & Medicaid Services (CMS), which is scheduled to begin in April 2021 for a period of at least five years
and will provide for payment incentives similar to those in MA for physician practices and other organizations serving beneficiaries who enroll in Medicare directly with the federal government, or what is commonly referred to as Original
Medicare. As part of the program, Clover will contract directly with physicians to use the Clover Assistant to help manage their Original Medicare patients. An Original Medicare patient will become aligned to our Direct Contracting Entity
(DCE) when CMSs attribution model attributes them to (or they voluntarily elect to designate) a PCP with whom Clover has contracted as a DC Participant provider. We also contract with Preferred providers,
which include other types of providers to which the PCP may refer or admit patients. Under our global risk arrangement, total medical costs for these aligned beneficiaries are calculated and compared to a risk-adjusted benchmark rate. Our DCE will
receive any savings, or bear any losses, generated, limited by several risk mitigation mechanisms. We believe this program represents a significant economic and market opportunity for us to deploy our platform across a national footprint since we
plan to scale this beyond our MA markets and greatly enhance the velocity of our new market growth.
Our Technology Platform: The
Clover Assistant
The Clover Assistant is a purpose-built technology platform that engages physicians and empowers them to deliver
data-driven, personalized care. This platform is designed to synthesize comprehensive, longitudinal sets of data directly available to us as a health plan, generate physician-focused machine learning, artificial intelligence, and rules-based
insights, and drive action by surfacing the most relevant, personalized information to PCPs directly at the point of care. Through this democratization of data access for physicians, we seek to reduce the variability in clinical decision-making,
drive improved adherence to evidence-based protocols, and help physicians deliver better care. As a result, the Clover Assistant enables healthcare to work at the speed of software.
We believe the key and differentiated features of the Clover Assistant technology platform include:
Real-time actionable insights at the point of care
The Clover Assistant aggregates and structures millions of data points per day, derived from a variety of data sets, such as claims data,
medical charts, medication data, diagnostic data and electronic health record (EHR)-generated data, across dozens of typically siloed and inconsistently formatted data feeds. It connects this data with up-to-date, evidence-based protocols and member-specific plan information to drive real-time, personalized, and actionable insights to PCPs at the point of care. These real-time, data-rich insights are
available to inform physicians decision-making at the moment that they are interacting with and treating their patients.
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Physician delight
Since launching our platform in July 2018, we have driven PCP adoption of the Clover Assistant platform through its user-centric design, highly
actionable and real-time clinical content, enhanced and rapid payment for Clover Assistant visits and simple onboarding. These features have delighted physicians. Because our platform provides highly-actionable clinical content through an intuitive
interface that easily integrates into the physicians workflow, our broad base of contracted physicians are highly engaged.
Beyond
the clinical benefits and intuitive technology, the Clover Assistant also provides physicians with a simple, streamlined administrative model. Upon completion of a member visit with the Clover Assistant, physicians are paid at predictable, prompt
and enhanced per-visit rates, directly through the Clover Assistant program, providing advantages over the traditional claims submission process, which often requires separate billing and longer payment
cycles. This enhanced and simplified payment model allows physicians to focus on delivering care instead of documenting claims for payment.
Differentiated plan performance
The Clover Assistant platform is designed to enable our mission-aligned business model to drive the empowerment of physicians and improve care
for members while contributing to expanding margins for our plans. As a result of our physician-focused, data-driven platform, physicians who have been using the Clover Assistant, on average, have been able to drive lower medical care ratios
(MCR), a measure defined as our total net medical claims expenses incurred divided by premiums earned, for our returning members that they serve.
Rapid software iteration via our closed feedback loop
Our platform is highly dynamic and continues to improve as we capture more data. As an MA plan that builds our own internally-developed
clinician-focused software, we believe we are differentiated in our ability to continuously build upon our broad sets of rich data, resulting in a rapid learn-iterate-deploy software improvement cycle. We capture real-time data via live physician
engagement and feedback through the Clover Assistant. This highly engaged, bi-directional data sharing construct creates a closed feedback loop, allowing us to continuously measure the results of our
platforms recommendations in real-time as well as iterate and improve our platform.
Additionally, we employ an agile software
development methodology to introduce frequent updates to the platform. In addition to regular improvement of the Clover Assistant, this enables us to rapidly introduce new capabilities in response to changes in the market.
Rapid scalable implementations, powered by the cloud
The Clover Assistants flexible systems architecture allows us to scale and upgrade the platform across geographies, healthcare delivery
systems, and information technology infrastructures rapidly and efficiently while providing a consistent and robust user experience.
Our
cloud-based software platform enables a low-touch onboarding process for our physicians, who are trained and go live on the Clover Assistant typically within one hour. Additionally, each new release is
instantaneously available across our userbase, so that all of our physicians may use the same, latest version of the Clover Assistant at any time.
Our differentiated clinical care capabilities
We work hard to drive better care for our members. To accomplish this goal, we aim to develop a comprehensive understanding of each member,
their conditions and needs as well as how those factors change over time, so that
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we can provide guidance to their physicians regarding when appropriate interventions should be delivered. We monitor a range of data sources over time and capitalize on emerging interoperability
data standards to create a comprehensive view of each members disease trajectory. Taking this holistic approach helps us to improve personalized chronic disease management and care coordination. Designed under the guidance of our clinical team
physicians and utilizing the data we collect, the Clover Assistant provides insights in a clear and actionable format to the physician directly at the point of care, thereby facilitating adherence to evidence-based protocols for our members. In
addition, it enables rapid identification and enrollment of patient populations that would greatly benefit from complex care management or our other in-house clinical programs.
The following features of our clinical care capabilities provide significant value to physicians and our members:
Physicians empowered with insights at the point of care
During a patient visit, a physician utilizing the Clover Assistant may encounter any of the following:
Synthesized sets of actionable, payor collated data. Physicians often do not have access to comprehensive
information about their patients interactions, such as a recent hospital admission or specialist-prescribed medication, across the healthcare ecosystem. The Clover Assistant eliminates this inefficiency by surfacing relevant and important data
from sources across the healthcare ecosystem for physicians at the point of care.
Personalized clinical guidelines for chronic condition management. Our members are seniors and long-term
disabled individuals who exhibit many common chronic conditions and often manage them with multiple medications. Through synthesizing our broad set of payor data and mapping
up-to-date clinical research, we are able to identify when members are off evidence, and for an increasing number of chronic conditions, surface for the
providers consideration a medication or treatment regimen that may be more clinically appropriate for that particular member. Our focus on personalized care differentiates us. For instance, many other MA plans create high-level disease
management programs that apply across large portions of their member groups, while the Clover Assistant recommends specific therapies, based on personalized details, such as comorbidities and contraindications. Our clinical team is constantly
refining the platforms recommendations in order to provide the most up-to-date and evidence-based care standards.
Quality gap closure. The Clover Assistant identifies and surfaces opportunities for improvement in clinical
quality gaps, including those prioritized by The CMS Star Ratings Program (a plan performance measures that can drive bonus payments for plan providers), such as prescription drug adherence, regular cancer screenings and the annual flu shot. By
addressing these quality gaps with evidence-based guidelines we expect to reduce costs and improve care over the long term.
Disease burden identification. The Clover Assistant reveals potential gaps in a physicians understanding
of a members disease burden. By surfacing potential conditions that may be asymptomatic or otherwise unaddressed, physicians can proactively treat conditions and drive better care for their patients.
The combination of these features enables physicians to deliver a better consumer experience for our members, as physicians are able to more
effectively identify clinical opportunities to treat members at the point of care using data-driven, personalized insights.
Of critical
importance, when providing actionable advice, the Clover Assistant shares with the physicians the specific reasons why a recommendation is being made so that the physician can ultimately exercise his or her own judgment in deciding whether to accept
or reject a care recommendation. This may include evidence such as specific lab results, records from prior encounters, and links to up-to-date medical journals and
clinical resources. Additionally, the Clover Assistant receives specific information and feedback from physicians on reasons why a member may not be receiving evidence-based care or complying with protocols, which ultimately prompts other
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program outreach efforts or future care plan recommendations. This closed feedback loop continuously improves our clinical recommendation engine and understanding of individual member needs.
Our clinical programs run on the Clover Assistant
In addition to supporting primary care physicians throughout our open network, we operate clinical programs, either through our own employed
clinicians or through vendors, that are designed to provide improved additive care for our most chronically-ill, frail and costly members. Below is a snapshot of several clinical programs we offer:
Complex Care Management. Home-based primary care/intensive care management for our most complex members.
Supportive Care. Advanced care planning support and palliative care for members with limited life expectancy.
Readmission Prevention Program. Care transition support for members recently discharged from a hospital or
post-acute care.
Behavioral Health Program. Comprehensive care coordination for members with behavioral health and social
services needs.
The Clover Assistant supports every stage of our care and interaction with our high-risk members
through our clinical programs, from identification through engagement to clinical care.
Identification. The Clover Assistant enables us to identify members for whom our programs can provide needed
support, fill gaps or reduce costs. For example, utilizing our machine learning algorithm, the Clover Health Acute Risk Model, we are able to accurately identify members at high future hospitalization risk for our complex care management program.
Engagement. The Clover Assistant enables us to partner with physicians to determine if high-risk members would
benefit from our clinical care programs. The Clover Assistants bi-directional point-of-care approach not only prompts the
physician to let us know which members are appropriate for these programs, but encourages the physician to discuss the program with the patient at the point of care. We believe this introduction and engagement increases the likelihood that a member
will ultimately enroll in our clinical programs and receive the care that he or she needs.
Clinical Care. With the right members identified and engaged, and the right protocols surfaced to program
clinicians at the point of care, we believe we are able to further improve our members quality of life and healthcare while driving significant medical expense savings.
Leveraging our data and engaging physicians and members has resulted in a number of meaningful clinical improvements.
Our Go-To-Market Strategy
We employ a simple and broad go-to-market strategy. Utilizing
the Clover Assistant to raise the standard of care of providers, we are able to target a broad spectrum of markets, including traditionally underserved markets that are generally not viable for others because those markets often lack large,
integrated providers, commonly relied on by MA insurers, that are willing to assume the financial responsibility for patient care. Our go-to-market strategy centers
around scaling our model through software and is summarized in four simple steps:
Step one: Select markets to deploy our disruptive model. We seek opportunities to create differentiated and
enhanced plans for consumers virtually anywhere in the United States, including traditionally underserved markets.
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Step two: Broadly disseminate the Clover Assistant. We contract with a wide array of primary and chronic care
decision-makers and deploy the Clover Assistant wherever possible to empower physicians to deliver data-driven, personalized care. Our contracts also have a simple payment model, with one enhanced rate for primary care visits using the Clover
Assistant, relieving physicians of significant administrative tasks. Our model expands our reach to physicians beyond simply those large providers or other groups willing and able to structure complex risk-sharing arrangements. In addition, our
plans with open network designs make it easier for our members to see physicians outside our network, which generates new leads for us to deploy the Clover Assistant with an increasing pool of physicians.
Step three: Powered by the Clover Assistants strong unit economics, deploy Obvious best-in-class plans. The use of the Clover Assistant is designed to drive the economic success of our plans, which allows us to return these strong economics back to our
members in the form of enhanced benefits, lower out-of-pocket costs and freedom of choice. Our affordability is underpinned by our plans low average total out-of-pocket costs for PCP co-pays, specialist co-pays, drug deductibles and drug costs. The
substantial majority of our members enjoy freedom of choice, which manifests in our expansive, open network with the same cost-sharing for members who see physicians in- and out-of-network. Our open network design is particularly attractive compared to our competitors usual narrow networks or higher cost-sharing for out-of-network providers.
Step four: Drive strong, industry-leading, organic growth as consumers select our Obvious plans
and receive care from physicians on Clover Assistant. As we have entered and scaled in new markets, we have seen strong membership growth.
Our Value Proposition
We
believe our mission-aligned business model, powered by the Clover Assistant, enables us to deliver significant value to the entire healthcare ecosystem.
Clover is the Obvious plan for consumers
Our members are our primary constituents. We believe that an approach focused on consumer healthcare choice, enhanced physician trust, and
competitive pricing results in distinct value to our members and makes great healthcare available to everyone.
Physician of choice. We value the health decisions our members make and believe that consumer-driven physician
choice increases trust and member satisfaction. Our differentiated, open network philosophy offers considerable consumer choice: discretion to choose any new Medicare physician willing to see them or keep an existing physician. The substantial
majority of our members are enrolled in our open network plans, meaning that our members need not worry about verifying whether their Medicare physician is in- or out-of- our network as they pay the same amount in either case.
The Clover Assistant makes the PCP the quarterback. The Clover Assistant enhances each PCPs ability to
coordinate care for each of our members. Our members can have confidence that, when using the Clover Assistant, their PCP has ready access to their medical histories and personalized, data-driven clinical care recommendations.
High value plans. We stive to ensure that consumers who choose our health plans get more for less. Our plans
are benefit-rich while being highly affordable. Many of our members are enrolled in plans that offer the lowest average out-of-pocket costs for PCP co-pays, specialist co-pays, drug deductibles and drug costs in their markets while also providing wide network access and with the same
in- and out-of-network costs for physician visits. By seeking to lower the financial burden on our members, we reduce
disincentives that inhibit our members from seeking the care they need.
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Clover delivers clinical and financial value for physicians
Physicians enjoy using the Clover Assistant as it allows them to focus on delivering care and rewards them for doing so.
The Clover Assistant delights and engages physicians. We are focused on empowering and delighting physicians
that use our platform. We believe physicians are highly satisfied with the Clover Assistant platform, based on the level of their engagement.
We pay an enhanced rate for primary care. We believe the PCP plays a critical role in helping to keep our
members healthy, and we compensate them for the enhanced clinical experience they provide members through the Clover Assistant. Our payment model is simple: we provide one enhanced rate for primary care visits using the Clover Assistant, or what we
refer to as Clover Assistant visits. Our flat-fee per-visit PCP compensation is approximately twice the average Medicare reimbursement fee rate for a primary
care visit, and is consistent, predictable and prompt, with payments received on average within four days of completion of the visit. We believe our payment process for Clover Assistant visits is substantially faster than our competitors
payment processes, which can take weeks or months.
We partner with physicians and allow them to focus on providing quality care. We partner with all types of
physicians, including solo practitioners, large physician groups and hospital-employed physicians. The combination of our growing member base, free use of the Clover Assistant and enhanced and rapid payment for Clover Assistant visits enables a
highly efficient economic model that allows PCPs to build successful practices serving Medicare patients. This model focuses on relieving physicians of additional administrative burdens, empowering them to spend more time on care.
Great healthcare for everyone
We believe our software-powered, primary care-centric approach addresses key systemic issues in healthcare, improving the quality of care and
making care more affordable and accessible, regardless of a patients socioeconomic status or geography. This scalable approach puts healthcare on a different trajectory, redistributing efficiencies and stretching the impact of each dollar
spent on healthcare.
We mean everyone. Every individual deserves the best care, and through the Clover Assistant we are
democratizing the clinical data and insights physicians need to deliver care. Because we drive this clinical improvement with technology, we believe we can scale in virtually any market, including traditionally underserved markets that are generally
not viable for others.
Sustainable healthcare through reduced medical cost. We believe our focus on personalized evidence-based
clinical recommendations at the point of care and quality gap closure allows us to reduce medical costs over the long-term. Our innovative approach to preventive care empowers physicians to spend more time understanding their patient and
personalized, evidence-based guidelines and helps reduce the incidence of high-cost events that drive the largest share of healthcare expenditures. We have a broad opportunity to bend the healthcare cost curve, driving true financial value to
society, especially the American taxpayers who underwrite the medical costs of our current and future members.
Provide value, not overhead. Many insurers simply act as middlemen, taking a cut of premiums while assigning
duties of care to physicians via complex risk-sharing contracting. New payment approaches, such as the federal governments Direct Contracting program, may help eliminate entities that serve only as overhead. With our model and technology
platform, we believe we are positioned to thrive in any program where entities are expected to empower physicians to improve care while lowering costs.
The Clover Assistant Architecture
The Clover Assistant is a differentiated platform able to scalably combine data synthesis, insight generation, and point-of-care action. The Clover Assistant platform synthesizes comprehensive, longitudinal sets of data directly
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available to us as a health plan, generates clinically-focused machine learning, artificial intelligence, and rules-based insights, and drives action by surfacing the most relevant, personalized
information to PCPs directly at the point of care. Our platforms excellence is centered on this three-pronged approach:
Synthesis. Because it is developed by a health plan, the Clover Assistant is uniquely positioned in its
ability to directly access broad sets of personalized, longitudinal data unlike platforms developed by pure technology providers, which operate at an arms length to data, or platforms operated by verticalized healthcare companies, which
generally can access data only in their own narrow ecosystems. Our data platform is designed to interoperate with a broad variety of other healthcare data sources, collecting and transferring data via Application Programming Interfaces
(APIs), flat files, or even paper documents.
The Clover Assistants data synthesis
layer receives and structures millions of data points per day, derived from a variety of data sets, such as claims data, medical charts, medication data, diagnostic data and EHR-generated data, across dozens
of typically siloed and inconsistently formatted data feeds.
Insight. Given the massive depth, breadth and volume of data that we collect, it is critical to leverage
technology to perform intelligent analytics. No physician could analyze this amount of data in real-time. Our insight engine applies a combination of advanced machine learning and clinically-driven business rules to curate actionable insights for
PCPs at the point of care.
Our data scientists work in conjunction with physicians to continually
enhance our insight engine. We identify and target specific clinical problems, then seek to solve these problems with expert systems, combining the latest clinical and evidence-based research with machine learning-based insights.
Action. The Clover Assistant provides real time, personalized, and actionable insights to help healthcare
providers make better decisions and deliver the right care at the right time. Because our insights are provided in a clear, actionable format directly at the point of care, the Clover Assistant can instantaneously inform physician decision-making at
the very moment that they are interacting with and treating our members.
These three aspects of the Clover
AssistantSynthesis, Insight and Actionform a self-contained software improvement virtuous cycle. As physicians take action based on our data insights, we receive rich feedback data in real time. We then input this data back into our data
and insight layers, creating a loop of bi-directional information exchange.
Across all three
prongs of our platform, the Clover Assistant is designed to ensure data integrity and security to protect our users and members information, identities and privacy. As such, we have invested significantly in data protection and have in
place strict data protection protocols. Clover has in place policies designed to ensure compliance with guidelines promulgated pursuant to the to the Health Insurance Portability and Accountability Act of 1996 (HIPAA), and all data in
transit and at rest are encrypted. Data transfers, including API calls to and from third parties are authenticated via password, token, or two-way mutual transport layer security (mTLS). Clover
discourages and minimizes local data storage as a deterrence against physical device and data loss. The Clover Assistant data is stored in the cloud, with backups across Amazon Web Services and the Google Cloud Platform and secured by centralized
identity access and management.
Additional Products Built on the Clover Assistant Platform
While the platform is currently primarily used by physicians at the point of care, the Clover Assistants impact is scalable across a
myriad of use cases. The platform is designed to surface the most relevant information for a specific context so that any users of the platform can make more informed decisions at the most actionable opportunity available. Use cases include:
Office/virtual visits. The Clover Assistant empowers physicians by recommending personalized, evidence-based
medications, providing reminders of timely discussion topics and treatment, enabling
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requests for member data and orders for tests or screening kits and identifies potential undiagnosed conditions based on clinical evidence. Our software makes these features available for in-person visits or through telemedicine solutions.
In-home visits. The Clover Assistant empowers physicians and other
providers who operate outside of clinical settings, offices or hospitals. It supports, for example, our in-home primary care program enabling lengthy interactions for our members with the most advanced
illnesses or complex conditions. It also supports in-home programs targeting members who have been recently discharged from hospitals or who do not receive regular care from a PCP.
Office staff. Through its Care Connect feature, the Clover Assistant empowers office staff by identifying
patients due for a visit, flagging members recently discharged from the hospital and providing tools for scheduling various screenings and follow-up visits.
Sales and Marketing
We
market our Obvious plans through direct marketing activities and an extensive network of insurance brokers and field marketing organizations. We also enter into co-branding arrangements with
physicians and other provider institutions. We market or may market our plans through a number of channels including, but not limited to, direct mail, marketing materials in providers offices, the Internet, telesales and free marketing
channels provided by the U.S. government, such as the Medicare Plan Finder. Commissions paid to employed sales representatives and independent brokers and agents are based on a per-unit commission structure,
regulated in structure and amount by CMS.
Research and Development
Key to our success is the time, attention and investment we place on continued innovation in the Clover Assistant platform. We expect to
continue investing in expanding our platform and enhancing the features and functionality of the Clover Assistant. We analyze the growing number of interactions our physicians have with the Clover Assistant to recognize their needs quickly and guide
future innovation. Our research and development team is responsible for the design, development, testing and delivery of solutions for our platform.
Our Competition
The
markets for MA plans and related products are highly competitive. We compete in certain segments within the healthcare market, including MA plans as well as other healthcare technology platforms, and intend to enter into others, such as new payment
models offered by CMS, including the Direct Contracting program. Competition in our market involves rapidly changing technologies, evolving regulatory requirements and industry expectations, new product offerings and constantly evolving member and
physician preferences and user requirements. We face competition from a range of companies, including other incumbent MA plan providers and health insurance companies, many of whom are developing their own technology or partnering with third-party technology providers to drive improvements in care. Our competitors generally include large, national insurers, such as UnitedHealth, Aetna, Humana, Cigna, Centene and Anthem, that provide MA plans, as
well as regional-based companies that provide MA plans, such as Blue Cross Blue Shield affiliates, hospital systems and provider-based organizations. We also face competition from Original Medicare. In addition, as we enter into new markets, we may
compete with regional start-up companies that offer MA plans. Also, as we develop other products and enter new lines of business, and other companies do the same, we may compete with providers of healthcare
technology platforms, EHR providers, telehealth providers, healthcare data analytics providers and accountable care organizations.
We
believe our asset-light model allows us to compete favorably based on the following competitive factors: the use of the Clover Assistant platform to improve clinical decision-making, price, quality of service, access to broad and open provider
networks, breadth and flexibility of plan benefits, brand strength, member satisfaction, and financial stability.
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Intellectual Property
Our intellectual property is an important aspect of our business. To establish and protect our intellectual property and other proprietary
rights, we rely and expect to continue to rely upon a combination of patent, copyright, trade secret and trademark protection laws to protect our intellectual property rights in our internally-developed technology and information that we regard as
proprietary, and maintain a policy requiring our employees, contractors, consultants and other third parties to enter into confidentiality and invention assignment agreements to control access to and use of our internally-developed technology and
other information that we regard as proprietary and to ensure that any intellectual property developed by such employees, contractors, consultants and other third parties are assigned to us. These laws, procedures and restrictions provide only
limited protection, and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated. Despite our efforts to protect our intellectual property rights, unauthorized parties may attempt to copy
aspects of our internally-developed technology or to obtain and use information that we regard as proprietary, and may also attempt to develop similar technology independently. Furthermore, the laws of certain countries do not protect intellectual
property rights to the same extent as the laws of the United States, and we therefore may be unable to protect our internally-developed technology in certain jurisdictions. In addition, we cannot guarantee that our confidentiality and invention
assignment agreements will not be breached.
While we rely on software licensed from third parties for internal tools we use to operate
our business, we do not currently in-license any intellectual property. Our intellectual property, including internally developed technology and products, are developed by our employees, who are distributed
geographically across the United States and globally, with two major hubs in San Francisco (California) and Hong Kong (China). We outsource operational engineering support work to a third-party vendor headquartered in the United States with a
globally distributed workforce.
A portion of the technologies we use in our platform and mobile application incorporates open
source software, which grants us broad permissions to use, copy, modify and redistribute on our platform and other products. While we employ practices designed to monitor our compliance with the licenses of third-party open source software and
protect our valuable internally-developed source code, we may inadvertently use third-party open source software in a manner that exposes us to claims of non-compliance with the applicable terms of such
license, including claims for infringement of intellectual property rights or for breach of contract. In addition, the use of third-party open source software typically exposes us to greater risks than the use of third-party commercial software
because open-source licensors generally do not provide warranties or controls on the functionality or origin of the software.
As of December 31, 2020, we owned 1 U.S. patent and no foreign patents. There were 24 U.S.
patent applications pending and 13 Patent Cooperation Treaty patent applications pending. We have not applied for patents in foreign jurisdictions. We have registered our trademarks in the United States, European Union, China, South
Korea, Singapore, Australia and Taiwan. We continually review our development efforts to assess the existence and patentability of new intellectual property. We pursue the registration of our domain names, trademarks, and service marks in the United
States and in certain locations outside the United States, including Canada and Hong Kong.
Human Capital
Choosing to tackle healthcare is no small feat. Our mission of improving every life is made possible through the Herculean efforts put
forth by our teams. We strive to attract and retain diverse talent from all different backgrounds and industries--we value Machine Learning Data Scientists the same way we value Clinical Pharmacists, the same
way we value Claims Analysts. Bringing together motivated, inquisitive and mission oriented talent has provided us with a strategic advantage and is key to our success. Clover commits to providing a collaborative and inclusive work environment,
competitive market compensation and benefits programs and growth opportunities that empower Cloverites to deliver positive outcomes for members.
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As of March 15, 2021, we had 458 employees with approximately 94% in the U.S. and 6% in
Hong Kong. Our workforce was 71% Female and 29% Male and was 48% Caucasian/White and 52% with racially/ethnically diverse backgrounds.
Remote First Culture.
By
establishing communication and decision making norms, placing an emphasis on transparency and working to build psychological safety and trust we found that colocation of employees was no longer a requirement. We believe in attracting the best talent
for the role, regardless of location and celebrate the geographic dispersion of our teams. In August 2018, we opened an office in Hong Kong, which has since grown to a team of 30 employees. Prior to the onset of the
COVID-19 pandemic, approximately 40% of our workforce were already remote based employees, meaning they did not regularly come into a brick and mortar facility. We expect over 60% of our teams will remain
remote after offices reopen.
All remote employees receive a stipend to set up their home work space so they can be most productive. We
also ensure new hires (office-based or remote) are provided with an onboarding plan which helps them understand our culture while providing necessary training and modules to set them up for success. We use communication and meeting tools that enable
teams to real-time chat and interact, regardless of their physical location. We also host a variety of All Company meetings in an effort to provide updates to Cloverites as real-time as possible and provide opportunities for employees to ask
leadership questions.
Safety and Support during the COVID-19 Pandemic.
Being a healthcare company means the health, wellness and safety of our teams and members is always top priority. All teams, including our
clinicians, worked remotely during the pandemic. Our technology teams worked to quickly build out telehealth capabilities so that we could provide support to our members in need. We have since allowed for certain clinical teams to return to the
field, with strict guidance from our clinical leadership team and enhanced health and safety protocols. The Clover offices remain closed and will only reopen when certain population health metrics are met.
We have expanded our employee support resources over the past year to include paid access to an online platform offering mental health and
wellbeing options ranging from digital resources and meditations to a network of certified coaches. To help Cloverites juggling work and homeschooling during the pandemic, we partnered with a company that provides remote tutoring support for
families affected by school shutdowns. We also extended a remote employee stipend to all employees to help with productivity while remote.
Cultivating Diversity, Equity & Inclusion.
In our very early days, we created a Diversity & Inclusion (D&I) Working Group focused on making Clover a more
diverse, inclusive, and equitable Company. Diversity includes not only race and gender identity, but also age, disability status, veteran status, sexual orientation, religion and many other parts of ones identity. All of our employees
points of view are key to our success, and inclusion is everyones responsibility. By creating a designated space for learning, conversations, and furthering initiatives, we aim to enrich Clover for our employees and communities. Members of our
D&I Working Group also develop and deliver various resources to our teams, including an allyship training series.
Growth & Development.
We want Cloverites to be empowered to do their best work, and we aim to provide a variety of in-house
and external resources to help them achieve maximum potential. Our approach to development starts during onboarding, when employees are presented with customized 30/60/90-day onboarding plans. These plans have
been compiled by their hiring manager and reviewed by our Hiring Committee, with the goal of providing structure to onboarding and defining key wins and early successes as an employee ramps up. The onboarding plans also provide opportunities for check-ins, feedback and reprioritization of workload.
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Given the vast experience of our teams, we have operated an internal mentorship program for
the past two years. The mentorship relationship is designed to enable employees to develop new skills and competencies, while concurrently networking and building relationships within the organization. Last year, 90 employees went through the
program with a 94% satisfaction rate with the quality of mentoring received. We have partnered with an external vendor to provide Cloverites at the manager+ level with an outcome-based coaching program at both the group and individual level.
Employee Engagement & Feedback.
We believe giving, receiving and acting on feedback makes us better colleagues. Ensuring our teams have a variety of avenues to provide
feedback in a safe way has been core to our ethos. Each year we conduct an inclusion survey, focused on equity, inclusion and belonging. Key themes are shared with the entire company, and each leader receives feedback relating to their area. In
addition, we do regular pulse surveys so leaders can receive actionable feedback from their teams.
Our evolving performance management
process supports a culture of transparency, engagement, and continuous feedback. Quarterly check-ins are a frequent, light-weight check-in process to develop our
internal talent and ingrain more transparency into Clovers employee culture that focuses on goals, growth and progress. Our annual performance management cycle includes a 360 calibration review for all employees at all levels as we believe it
provides the most holistic and meaningful snapshot on performance.
Compensation & Benefits.
We believe in using our total rewards program to incentivize employees to make decisions that are in the best interest of our stakeholders. It
is important that our plans are aligned with the market so that we can attract, retain and motivate Cloverites. Our compensation program is currently comprised of base salary, spot bonuses and equity incentive awards, and may continue to evolve as
we become a more mature public company.
Compensation is just one aspect of our offerings. We provide employees with health (medical,
dental, vision and telehealth) insurance, paid time off, paid sick leave, paid parental leave, a U.S. 401 (k) plan with Company match and paid volunteer days, and we offer additional benefits to support work-life balance for all Cloverites.
Government Regulation
We
work diligently to comply with all applicable laws and regulations. As an entity within the healthcare industry, and one operating MA plans, we are subject to comprehensive federal, state and international laws and are regulated by various
regulatory agencies. Regulations and enforcement may vary significantly from jurisdiction to jurisdiction, new laws and regulations may be adopted, and the interpretation of existing laws and rules may change periodically. We are unable to predict
what effect, if any, such changes may have on our operations, financial position, or cash flows. For additional information, see the section entitled Risk factors for a discussion of the risks related to our compliance with federal,
state and international laws and regulations.
Our operations, current and past business practices, contracts and accounts and other books
and records are subject to routine, regular and special investigations, audits, examinations and review by, and from time to time we receive subpoenas and other requests for information from, federal and state supervisory and enforcement agencies,
attorneys general and other state, federal and international governmental authorities and legislators. For further information, see the section entitled Risk FactorsWe are and may be subject to investigations and litigation, which could
be costly and time-consuming to defend, and the outcomes of which cannot be predicted.
Federal laws and regulations, relevant
agency oversight
We are subject to various federal laws and regulations, and our activities are subject to regulation by several
federal agencies. Our most comprehensive oversight comes from CMS, which regulates our MA plans and will
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be the primary regulator for the Centers for Medicare & Medicaid Innovation Direct Contracting model, in which we intend to participate. CMS regulates the payments made to us and the
submission of information relating to the health status of members for purposes of determining the amounts of those payments. Additional CMS regulations govern benefit design, eligibility, enrollment and disenrollment processes, call center
performance, plan marketing, record-keeping and record retention, quality assurance, timeliness of claims payment, network adequacy and certain aspects of our relationships with and compensation of providers. We perform ongoing monitoring of our,
and our vendors, compliance with CMS requirements.
We are also subject to CMS audits related to our compliance with CMS contracts,
the performance of the plan, adherence to governing rules and regulations, and the quality of care we provide to Medicare beneficiaries, among other areas. For example, CMS currently conducts Risk Adjustments Data Validation audits of a subset of MA
contracts for each contract year. In addition, the Department of Health and Human Services Office of Inspector General also audits risk adjustments of companies offering MA plans, and we anticipate this remaining a focus of government investigations
in the next few years.
A portion of each MA plans reimbursement is tied to the plans Star Ratings. In addition,
Star Ratings affect a plans image in the market, and higher-rated plans may offer enhanced benefits and additional enrollment opportunities than other plans. The Star Rating system considers a variety of measures adopted by CMS, including the
quality of preventative services, chronic illness management, compliance and overall customer satisfaction. We received a 3.0 Star Rating for 2020. Our ability to maintain or improve our Star Rating may be significantly compromised by the COVID-19 pandemic, which has prevented all plans from incentivizing conduct to address member care gaps and collecting information required to demonstrate plan compliance with and performance under the Star Rating
metrics.
Privacy, security and data standards regulation.
There are numerous state and federal laws and regulations related to the privacy and security of health information. Laws in all 50 states
require businesses to provide notices to affected individuals whose personal information has been disclosed as a result of a data breach, and certain states require notifications for data breaches involving individually identifiable health
information. Many states require holders of personal information to maintain safeguards and take certain actions in response to a data breach, such as maintaining reasonable security measures and providing prompt notification of the breach to
affected individuals and the states attorney general.
In particular, regulations promulgated pursuant to HIPAA impose a number of
obligations on issuers of health insurance coverage and health benefit plan sponsors. Health insurers, HMOs and healthcare providers who transmit health information electronically are included in HIPAAs definition of Covered
Entities. Regulations promulgated to implement HIPAA and the Health Information Technology for Economic and Clinical Health Act (HITECH) also require that business associates (e.g., entities that provide services to
health plans and providers, such as electronic claims clearinghouses, print and fulfillment vendors, consultants and those services we expect to provide on behalf of our Direct Contracting providers) acting for or on behalf of Covered Entities be
contractually obligated to meet HIPAA standards. These regulations govern privacy and security of electronic health information; require federal data breach notification and reporting to the Office for Civil Rights (OCR) of the U.S.
Department of Health and Human Services (HHS) and the Federal Trade Commission (FTC) and, in some cases, to the local media; and provide for financial penalties and, in certain cases, criminal penalties for individuals,
including employees, for privacy violations. In addition, OCR performs compliance audits in order to proactively enforce the HIPAA privacy and security standards and, as a result, may conduct audits of health plans, providers and other parties to
enforce HIPAA compliance. OCR has become an increasingly active regulator and has signaled its intention to continue this trend. OCR has the discretion to impose penalties without being required to attempt to resolve violations through informal
means; further, OCR may require companies to enter into resolution agreements and corrective action plans which impose ongoing compliance requirements. OCR enforcement activity can result in financial liability and reputational harm, and responses
to such
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enforcement activity can consume significant internal resources. In addition to enforcement by OCR, state attorneys general are authorized to bring civil actions under either HIPAA or relevant
state laws seeking either injunctions or damages in response to violations that threaten the privacy of state residents. As explained above, depending on the line of business, the Company acts or intends to act as both a covered entity and a
business associate.
HIPAA does not preempt state laws that provide more stringent privacy protection than that provided for under HIPAA;
as such, we may be subject to additional state privacy laws in the states in which we operate. Additionally, states have adopted regulations to implement provisions of the Financial Modernization Act of 1999 (also known as the Gramm-Leach-Bliley Act
(GLBA)) which generally require insurers to provide customers with notice regarding how their non-public personal health and financial information is used and the opportunity to opt out
of certain disclosures before the insurer shares such information with a non-affiliated third party. The GLBA regulations apply to health, life and disability insurance. Like HIPAA, GLBA sets a
floor standard, allowing states to adopt more stringent requirements governing privacy protection.
Federal and state consumer
protection laws are being applied increasingly by the FTC and states attorneys general to regulate the collection, use, storage and disclosure of personal or health information, through websites or otherwise, and to regulate the presentation
of website content. Courts may also adopt the standards for fair information practices promulgated by the FTC, which concern consumer notice, choice, security and access. Consumer protection laws require us to publish statements to our members that
describe how we handle personal information and choices members may have about the way we handle personal information. If such information that we publish is considered untrue, we may be subject to government claims of unfair or deceptive trade
practices, which could lead to significant liabilities and other consequences. The Cybersecurity Information Sharing Act of 2015 (CISA) encourages organizations to share cyber threat indicators with the federal government and directs HHS
to develop a set of voluntary cybersecurity best practices for organizations in the healthcare industry.
In addition, states have begun
to enact more comprehensive privacy laws and regulations addressing consumer rights relating to data protection, transparency and cybersecurity. Violations of federal and state privacy and security laws and other contractual requirements may result
in significant liability and expense, damage to our reputation and the termination of relationships with our customers.
Fraud and
abuse laws
As an institution that contracts with the federal government, we are subject to federal laws and regulations relating
to the award, administration and performance of U.S. government contracts, including laws aimed at preventing fraud, waste and abuse. Fraud, waste and abuse prohibitions encompass a wide range of activities, including kickbacks or other inducements
for referral of members or for the coverage of products by a plan, billing for unnecessary medical services by a healthcare provider, improper marketing and beneficiary inducements, and violations of patient privacy rights. Companies involved in
federal and state healthcare programs such as Medicare are required to maintain compliance programs designed to detect and deter fraud, waste and abuse, and are often the subject of fraud, waste and abuse investigations and audits. The regulations
and contractual requirements applicable to us and other participants in these programs are complex and subject to change. Although our compliance program is designed to meet all statutory and regulatory requirements, our policies and procedures are
frequently under review and subject to updates, and our training and education programs continue to evolve.
The federal Anti-Kickback
Statute and related regulations have been interpreted to prohibit the knowing and willful payment, solicitation, offering or receipt of any form of remuneration (including kickbacks, bribes and rebates) in return for the referral of federal
healthcare program patients or any item or service that is reimbursed, in whole or in part, by any federal healthcare program. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have
committed a violation. In some of our markets,
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states have adopted similar anti-kickback provisions, which apply regardless of the source of reimbursement. We have attempted to structure our relationships with providers and other entities to
ensure compliance with the Anti-Kickback Statute and relevant safe harbors. It is, however, possible that regulatory authorities may challenge our approach to provider contracting and incentives, or other operations, and there can be no assurance
that authorities will determine that our arrangements do not violate the federal Anti-Kickback Statute. Penalties for violations of the federal Anti-Kickback Statute include criminal penalties and civil sanctions, including fines, imprisonment and
possible exclusion from Medicare, Medicaid and other federal healthcare programs.
We are subject to federal and state laws and
regulations that apply to the submission of information and claims to various government agencies. For example, the False Claims Act (FCA), provides, in part, that the federal government may bring a lawsuit against any person or entity
who the government believes has knowingly presented, or caused to be presented, a false or fraudulent request for payment from the federal government, or who has made a false statement or used a false record to get a claim approved. There also is
FCA liability for knowingly or improperly avoiding repayment of an overpayment received from the government and/or failing to promptly report and return any such overpayment. The federal government, whistleblowers and some courts have taken the
position that claims presented in violation of other statutes, for example, where a claim includes items or services resulting from a violation of the federal Anti-Kickback Statute, may be considered a violation of the FCA. Violations of the FCA are
punishable by treble damages and civil monetary penalties of up to a specified dollar amount per false claim. In addition, a special provision under the FCA allows a private person (for example, a whistleblower, such as a disgruntled
current or former competitor, member, or employee) to bring an action under the FCA on behalf of the government alleging that a company has defrauded the federal government and permits the private person to share in any settlement of, or judgment
entered in, the lawsuit. A number of states, including states in which we operate, have adopted their own false claims acts and whistleblower provisions that are similar to the FCA. Companies in the healthcare and related benefits industry,
including ours, frequently are subject to actions brought under the FCA or similar state laws.
Additional federal regulations
Additionally, we may be subject to general consumer protection laws and regulations applicable to
direct-to-consumer activities such as on-line communications including, but not limited to, the FTCs Telemarketing Sales
Rules and the Telephone Consumer Protection Act, which gives the FTC, Federal Communications Commission (FCC), and state attorneys general the ability to regulate, and bring enforcement actions relating to, telemarketing practices and
certain automated outbound contacts such as phone calls, texts or emails. Under certain circumstances, these laws may provide consumers with a private right of action. Violations of these laws could result in substantial statutory penalties and
other sanctions.
We are also regularly assessing the medical device status of certain health information technology products and/or
solutions and clinical decision support tools, which may, at any time, require compliance with U.S. Food and Drug Administration (FDA) requirements.
State laws and regulation
Healthcare regulation.
Our plans are regulated in, and must be licensed by, the jurisdictions in which they conduct business. The nature and extent of state
regulation varies by jurisdiction, and state insurance regulators generally have broad administrative power with respect to all aspects of the insurance business. The majority of states in which we operate plans require periodic financial reports to
be filed with the National Association of Insurance Commissioners (NAIC), while New Jersey, the state of domicile of our regulated insurance entity, requires reports to be filed directly with the New Jersey Department of Banking and
Insurance (NJDOBI). The establishment of minimum capital or restricted cash reserve requirements is determined on a state-by-state basis. The NAIC has
adopted model regulations that, where adopted by states, require expanded governance practices
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and risk and solvency assessment reporting. Most states have adopted these or similar measures to expand the scope of regulations relating to corporate governance and internal control activities
of HMOs and insurance companies. We are required to maintain a risk management framework and file a confidential self-assessment report with state insurance regulators. We are also required to file a variety of reports stipulated by each state in
which we are licensed. These reports can be financial or informational in nature. As of December 31, 2020, our PPO plans were licensed in 45 states and the District of Columbia and were not licensed in Michigan, New Hampshire, New York, North
Carolina and Vermont. Our HMO is licensed in New Jersey and Texas. The most comprehensive reporting is required by the state of domicile of our regulated insurance entity which, for both the HMO and PPO, is New Jersey.
Because we operate through a holding-company structure, we are regulated under state insurance holding company regulations and are dependent
upon dividends and administrative expense reimbursements from our subsidiaries. Most state insurance holding company laws and regulations require prior regulatory approval of acquisitions and material transfers of assets to affiliates, including
transactions between the regulated companies and their parent holding companies or affiliates. These laws may restrict the ability of our regulated subsidiaries to pay dividends to our holding companies, and the amount of such dividends, or to
obtain sufficient capital to fund our obligations.
Some of our business activity is subject to other healthcare-related regulations and
requirements, including PPO, Managed Care Organization (MCO), utilization review (UR), pharmacy service, or care provider-related regulations and licensure requirements. These requirements differ from state to state and may
contain network, contracting, product and rate, licensing and financial and reporting requirements. There are laws and regulations that set specific standards for delivery of services, appeals, grievances and payment of claims, adequacy of
healthcare professional networks, fraud prevention, protection of consumer health information, pricing and underwriting practices and covered benefits and services.
Changes of control.
Before a person can acquire control of a U.S. domestic insurer, prior written approval, or exemption therefrom, must be obtained from the
insurance commissioner of the state where the insurer is domiciled, or the acquiror must make a disclaimer of control filing with the insurance department of such state, which filing must be accepted by such insurance department. Prior to granting
approval of an application to acquire control of a domestic insurer, the domiciliary state insurance commissioner will consider a number of factors, including the financial strength of the proposed acquiror, the acquirors plans for the future
operations of the domestic insurer, and any anti-competitive results that may arise from the consummation of the acquisition of control.
Generally, state insurance statutes provide that control over a domestic insurer is presumed to exist if any person, directly or indirectly,
owns, controls, holds the power to vote, or holds proxies representing, ten percent or more of the outstanding voting securities of the domestic insurer. This statutory presumption of control may be rebutted by a showing that control does not exist
in fact. The state regulators, however, may also find that control exists in circumstances in which a person owns or controls less than ten percent of the voting securities of the domestic insurer.
As our regulated insurance entity is domiciled in New Jersey, the insurance laws and regulations of New Jersey would be applicable to any
proposed acquisition of control of Clover. Under New Jersey law, generally no person may acquire control of any insurer, whether by purchase of its securities or otherwise, unless it gives prior notice to the insurer and receives prior approval, or
exemption therefrom, from the NJDOBI. These regulations pertaining to an acquisition of control of an insurance company may discourage potential acquisition proposals and may delay, deter, or prevent a change of control of us, including through
transactions that some or all of our stockholders might consider to be desirable. Such regulations may also inhibit our ability to acquire an insurance company should we wish to do so in the future.
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Corporate practice of medicine and fee-splitting
laws.
Certain of our subsidiaries function as direct medical service providers and, as such, are subject to additional laws and
regulations. Some states have corporate practice of medicine laws that prohibit specific types of entities from practicing medicine or employing physicians to practice medicine. Moreover, some states prohibit certain entities from engaging in fee-splitting practices that involve sharing in the fees or revenues of a professional practice. These prohibitions may be statutory or regulatory, or may be imposed through judicial or regulatory interpretation,
and are subject to change.
Additionally, our healthcare providers must be licensed to practice medicine in the state in which they are
located. In addition, they must be in good standing with the applicable medical board, board of nursing or other applicable entity. Furthermore, they cannot be excluded from participation in certain government programs at either the state or federal
levels, such as Medicare and Medicaid.
International Regulation
We have significant operations, including certain outsourced operations and software research and development in other countries, such as Hong
Kong, the Philippines, Colombia, India and Eastern Europe, and are subject to regulation in the jurisdictions in which those operations are organized or conduct business. These regulatory regimes vary from jurisdiction to jurisdiction. In addition,
our non-U.S. operations are subject to U.S. laws that regulate the conduct and activities of U.S.-based businesses operating abroad, such as export control laws and the Foreign Corrupt Practices Act (the
FCPA), the latter of which prohibits offering, promising, providing or authorizing others to give anything of value to a foreign government official to obtain or retain business or otherwise secure a business advantage.
Additional Information
Our website address is www.cloverhealth.com. We use the investor relations page of our website for purposes of compliance with Regulation FD
and as a routine channel for distribution of important information, including news releases, analyst presentations, financial information and corporate governance practices. Our filings with the SEC are posted on our website and available free of
charge as soon as reasonably practical after they are electronically filed with, or furnished to, the SEC. The SECs website, www.sec.gov, contains reports, proxy statements and other information regarding issuers that file electronically with
the SEC. The content on any website referred to in this Annual Report on Form 10-K is not incorporated by reference in this Annual Report on Form 10-K unless expressly
noted. Further, the Companys references to website URLs are intended to be inactive textual references only.
Channels for
Disclosure of Information
Investors and others should note that we routinely announce material information to investors and the
marketplace using filings with the SEC, press releases, public conference calls, presentations, webcasts and our investor relations website. We also intend to use certain social media channels as a means of disclosing information about the Company
and our products to our customers, investors and the public (e.g., @Clover_Health and #CloverHealth on Twitter). The information posted on social media channels is not incorporated by reference in this report or in any other report or document we
file with the SEC. While not all of the information that we post to our investor relations website or to social media accounts is of a material nature, some information could be deemed to be material. Accordingly, we encourage investors, the media,
and others interested in our company to review the information that we share at the Investors link located at the bottom of our webpage at https://investors.cloverhealth.com/investor-relations and to sign up for and regularly follow our
social media accounts. Users may automatically receive email alerts and other information about our company when enrolling an email address by visiting Email Alerts in the Investor Resources section of our website at
https://investors.cloverhealth.com/investor-relations.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.