What changed in this filing

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Item 1. Business

2022-02-28 compared with 2021-03-31 · 425 added, 620 removed, 121 unchanged (90% of the section changed)

Unless otherwise noted or the context otherwise requires, the disclosures in this Item 1 refer to Clover Health Investments, Corp.

consolidated subsidiaries following the consummation of the Business Combination .

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.

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.

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

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.

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.

We have centered our strategy on building and deploying physician-enablement software that we believe can enable every physician to deliver data-driven value-based care, without the need to adopt complicated value-based payment schemes.

We first launched this approach in our Medicare Advantage (MA) insurance business and have recently brought it to a new non-insurance line of business through fee-for-service Medicare.

The Clover Assistant, our proprietary software platform, is designed to enable healthcare providers to improve the care for all patients.

Historically, value-based care has generally been restricted to sophisticated physician groups with the resources and infrastructure to support it.

This has left behind physicians that care for many Medicare beneficiaries, especially among at-risk populations.

With the Clover Assistant, we believe we can help all physicians, and thus all patients, enjoy the benefits of value-based care.

This approach of empowering all physicians has allowed us to focus on driving Clover Assistant adoption as a means of rapidly growing our number of lives under management.

In our MA insurance business, we leverage our flagship software platform, the Clover Assistant, to provide America’s 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 aim to provide great, affordable healthcare for all - we offer most of our MA members, whom we refer to as members, the lowest average out-of-pocket costs for primary care provider (PCP) co-pays, specialist co-pays, drug deductibles and drug costs in their markets.

Unlike most Medicare Advantage plans, we deeply believe in providing our MA members with provider choice, and we consider our PPO plan to be our flagship insurance product.

An important feature of our MA product is wide network access, and we often offer the same cost-sharing (co-pays and deductibles) for visits with primary care providers who are in- and out-of-network.

We manage care on our wide network by empowering providers with data-driven, personalized insights at the point of care through the Clover Assistant, which we believe allows us to improve clinical decision-making through a highly scalable asset-light approach.

We reach a broad array of consumers, including traditionally underserved populations.

As of January 1, 2022, we operated our MA plans in nine states and 209 counties.

In 2021, we expanded into a non-insurance line of business when we made the Clover Assistant available in Medicare fee-for-service through the new Global and Professional Direct Contracting Model (DC Model) of the Centers for Medicare & Medicaid Services (CMS).

Through our Direct Contracting Entity (DCE) under the DC Model, which launched on April 1, 2021, we have enabled providers to use the Clover Assistant when they are treating patients who are enrolled in Original Medicare, which is the largest segment of Medicare.

The majority of Original Medicare beneficiaries aligned to our DCE (the “DCE Beneficiaries” and, together with our members, the “beneficiaries” or “Lives under Clover Management”), are aligned to our DCE when CMS’ attribution model attributes them to a provider with whom Clover has contracted as a “DC Participant” provider.

Expanding into Original Medicare is a strategic milestone for Clover and demonstrates the scalability of the Clover Assistant into non-insurance segments.

While other companies may be constrained by antiquated technologies, geographic limitations, or asset-heavy approaches, we believe our tech-centric strategy enables us to quickly and cost effectively deploy software to providers nationwide, including in historically underserved markets.

As of January 1, 2022, we are contracted with participating providers across 22 states who manage care for our DCE Beneficiaries.

High provider engagement with the Clover Assistant enables real-time, data-driven decision-making for our beneficiaries and drives rapid software iteration:

the more that providers use the Clover Assistant, the more it learns and furthers the precision of personalized data-driven recommendations.

We combine our beneficiary data with provider-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.

We believe the use and continuous improvement of the Clover Assistant has resulted in not only improved clinical decision-making but also enhanced MA plan performance.

The platform facilitates identifying and engaging with our most at-risk patients for our clinical programs.

These programs are designed to provide additional targeted care support and to further drive better plan performance.

We believe that this framework, through our participation in the DC Model, will allow us to bring improvements to care and costs across a larger patient population, especially as it empowers our contracted providers to drive improved clinical outcomes.

We complement our contracted healthcare providers and their patients with our in-home primary care program, Clover Home Care, which covers the sickest, most medically complex patients, often with advanced comorbidities.

We believe the Clover Assistant makes home care for high-risk individuals more scalable than fixed-site-based care and permits technology deployment to enhance care and outcomes directly where patients live because our value proposition is centered around software.

Compared to the at-risk provider group models that may seek to take away patients from their existing PCPs, Clover Home Care seeks to preserve the PCP-to-patient relationship through collaboration, which improves health outcomes and reduces medical expense.

Unlike many other companies in Medicare, we have made it a priority to work with Medicare beneficiaries in underserved communities.

For example, as of the third quarter of 2021, approximately 49% of our Medicare Advantage members who self-report their race or ethnicity identify as people of color while the industry average is 34%.

Additionally, as of the third quarter of 2021, 72% of our members were diagnosed with at least two chronic diseases, and about 66% lived in communities that fall within the top five deciles of what the government defines as areas with high socioeconomic deprivation.

Additionally, Clover was identified as a plan with strong performance on a prototype of the Medicare Advantage Health Equity Summary Score (HESS), which is a newly developed measurement tool for identifying plans that do well at providing high-quality, equitable care to their members, including groups who are disproportionately affected by social risk factors.

We believe this achievement is evidence of Clover’s success in ensuring high-quality care for those most in need.

We were incorporated on October 18, 2019, as a special purpose acquisition company and a Cayman Islands exempted company under the name Social Capital Hedosophia Holdings Corp.

On April 24, 2020, SCH completed its initial public offering.

On January 7, 2021, SCH consummated a business combination with Clover Health Investments, Corp.

and changed its name to Clover Health Investments, Corp.

Our principal executive offices are located at 3401 Mallory Lane, Suite 210, 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.

The content on any website referred to in this report is not incorporated by reference in this 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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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.

We believe we have an opportunity to fundamentally change healthcare by providing an easy-to-access on-ramp to value-based care for providers across the country.

By leveraging the Clover Assistant platform, we believe we can raise the level of care provided by every provider and rapidly and broadly scale in ways that traditional managed care plans and risk-bearing provider groups cannot.

We principally scale our model of care by deploying physician-enablement software to providers.

We primarily contract with providers simply to use the Clover Assistant at the point of care for a flat fee rather than, for example, negotiating complicated contracts involving risk-sharing arrangements under which the provider assumes downside financial responsibilities for patient care.

Our platform, which enables differentiated open network patient care, 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.

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.

Over 60 million people were enrolled in Medicare in 2021, and that number is expected to rise, equating to over $1 trillion in total expenditures by 2025.

Within Medicare, the MA market made up approximately $270 billion of annual spend in 2020 and is expected to grow to approximately $590 billion by 2025, and Original Medicare is expected to grow from $530 billion to $665 billion over the same period.

As of January 1, 2022, we operated MA plans in nine states and 209 counties, and under the DC Model, which launched in April 2021, we have had an opportunity to engage in the “Original Medicare” fee for service market, in which beneficiaries enroll in Medicare directly with the federal government, and to develop relationships with new and existing providers in any geography by giving them the opportunity to use the Clover Assistant with their Original Medicare patients while benefiting from higher compensation than that available under Original Medicare.

As part of the program, Clover contracts directly with providers to use the Clover Assistant to help manage their Original Medicare patients.

An Original Medicare patient becomes aligned to our DCE when CMS’ attribution model attributes them, based on claims data or a patient’s designation, to a provider with whom Clover has contracted as a “DC Participant” provider.

We also contract with “preferred” providers, which include specialists and ancillary facilities that agree to participate in Direct Contracting with Clover’s DCE.

In each of these scenarios, while Clover participates in the provider’s risk arrangements, we do not act as an insurer.

Under our global risk arrangement, total medical costs borne by CMS for these aligned beneficiaries are calculated and compared to a risk-adjusted benchmark rate that is established by CMS.

Our DCE will receive any savings, or bear any losses, generated, subject to 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, including in markets where we do not have a presence in MA.

We also believe that, in the future, there will be an opportunity to deploy a software-as-a-service model or risk management services for other value-based care organizations to utilize the Clover Assistant.

These strategies are currently in development.

Our Technology Platform:

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.

The Clover Assistant

The Clover Assistant is a purpose-built technology platform that engages providers and empowers them to deliver data-driven, personalized care.

This physician-enablement platform is designed to synthesize comprehensive, longitudinal sets of data to generate provider-focused machine learning, artificial intelligence, and rules-based insights, and drive action by surfacing the most relevant, personalized information to providers directly at the point of care.

Through this democratization of data access for providers, we seek

to reduce the variability in clinical decision-making, drive improved adherence to evidence-based protocols, and help providers deliver better care.

As a result, the Clover Assistant enables healthcare to work at the speed of software.

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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.

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

This enhanced and simplified payment model allows physicians to focus on delivering care instead of documenting claims for payment.

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 data generated from electronic health records (EHR), across dozens of typically siloed and inconsistently formatted data feeds.

It connects this data with up-to-date, evidence-based protocols and patient-specific plan information to drive real-time, personalized, and actionable insights to providers at the point of care.

These real-time, data-rich insights are available to inform providers’ decision-making at the moment that they are interacting with and treating their patients.

Provider delight

Since launching our platform in July 2018, we have driven provider adoption of the Clover Assistant platform through its user-centric design, highly actionable and real-time clinical content, enhanced and rapid Clover Assistant payments and simple onboarding.

These features have delighted providers.

Because our platform provides highly-actionable clinical content through an intuitive interface that easily integrates into the providers’ workflow, our broad base of contracted providers are highly engaged.

Integrated into provider workflows via EHRs

In September 2021, we delivered the first of an ongoing program of anticipated integrations for the Clover Assistant into a third-party EHR systems.

This technology program is designed to enable the Clover Assistant to be used seamlessly with major EHR systems, further improving physician workflows and reducing duplicative actions by providers and administrators.

We aim for the Clover Assistant to be available to physicians in ways that best suit them and their practices.

Smoother workflows

Beyond the clinical benefits and intuitive technology, the Clover Assistant also provides providers serving our beneficiaries with a simple, streamlined administrative model.

Upon completion of a patient visit with the Clover Assistant, providers are paid at predictable, prompt and enhanced per-visit rates, directly through the Clover Assistant program, which often requires separate billing and longer payment cycles.

This enhanced and simplified payment model allows providers 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.

The Clover Assistant platform is designed to enable our mission-aligned business model to drive the empowerment of providers and improve care for beneficiaries while contributing to improved margins for our MA plans and DCE.

As a result of our provider-focused, data-driven platform, returning MA members with providers who have been using the Clover Assistant, on average, have had lower medical care ratios (MCRs) than members whose providers have not used the Clover Assistant.

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.

As an MA plan and DCE that builds our own internally-developed physician-enablement 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 provider 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 platform’s 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.

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.

The Clover Assistant’s 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 providers, who are trained and go live

on the Clover Assistant typically within one hour.

Additionally, each new release is instantaneously available across our user base, so that all of our providers may use the same, latest version of the Clover Assistant available to them 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.

We work hard to drive better care for our lives under management.

To accomplish this goal, we aim to develop a comprehensive understanding of each patient, their conditions and needs as well as how those factors change over time, so that we can provide guidance to their providers 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 patient’s 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.

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.

Designed under the guidance of our clinical team physicians and utilizing the data we collect, the Clover Assistant is intended to provide insights in a clear and actionable format to the provider directly at the point of care, thereby facilitating adherence to evidence-based protocols for our lives under management.

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 providers and our beneficiaries:

Providers enabled and empowered with insights at the point of care

During a patient visit, in the office, via telemedicine or the home, a provider utilizing the Clover Assistant may encounter any of the following:

• Synthesized sets of collated, actionable data.

Providers 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 is designed to eliminate this inefficiency by surfacing relevant and important data from sources across the healthcare ecosystem for providers 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 lives under management 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 data and mapping up-to-date clinical research, we are able to identify when patients are “off evidence,” and for an increasing number of chronic conditions, surface for the provider’s consideration a medication or treatment regimen that may be more clinically appropriate for that particular patient.

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.

For instance, many other MA plans create high-level disease management programs that apply across large portions of their patient groups while the Clover Assistant recommends specific therapies, based on personalized details, such as comorbidities and contraindications.

Our clinical team is constantly refining the platform’s 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.

addressing these quality gaps with evidence-based guidelines we expect to reduce costs and improve care over the long term.

The Clover Assistant identifies and surfaces opportunities for improvement in clinical quality gaps, including those prioritized by CMS’ Star Ratings Program (plan performance measures that 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.

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.

The Clover Assistant reveals potential gaps in a provider’s understanding of a patient’s disease burden.

By surfacing potential conditions that may be asymptomatic or otherwise unaddressed, providers can proactively treat conditions and drive better care for their patients.

• Specialist referrals and management.

The Clover Assistant has integrated leading providers to help PCPs manage the care journeys for their patients and find care specialists in areas, such as cancer and chronic kidney disease.

By addressing these needs, we believe we can enable PCPs to offer better care for patients and drive cost savings from better managing chronic illness.

The combination of these features enables providers to deliver a better consumer experience for our beneficiaries, as providers are able to more effectively identify clinical opportunities to treat patients at the point of care using data-driven, personalized insights.

Of critical importance, when providing actionable advice, the Clover Assistant shares with the providers the specific reasons why a recommendation is being made so that the provider 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 providers on reasons why a patient may not be receiving evidence-based care or complying with protocols, which ultimately prompts other program outreach efforts or future care plan recommendations.

This closed feedback loop continuously improves our clinical recommendation engine and understanding of individual patient 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.

In addition to supporting providers throughout our open network and our DCE’s participating providers, we operate clinical programs, either through our own employed clinicians or through vendors, that are designed to provide improved additive care for the most chronically-ill, frail and costly patients.

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.

• Clover Home Care.

Home-based primary care/intensive care management for our most complex patients.

• Supportive Care.

Advanced care planning support and palliative care for members with limited life expectancy.

Advanced care planning support and palliative care for patients with limited life expectancy.

• Readmission Prevention Program.

Care transition support for members recently discharged from a hospital or

post-acute care.

Care transition support for patients 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.

Comprehensive care coordination for patients 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.

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.

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 patients at high future hospitalization risk for our complex care management program.

• Engagement.

The Clover Assistant enables us to partner with providers to determine if high-risk patients would benefit from our clinical care programs.

The Clover Assistant’s bi-directional point-of-care approach not only prompts the provider to let us know which patients are appropriate for these programs, but encourages the provider to discuss the program with the patient at the point of care.

We believe this introduction and engagement increases the likelihood that a patient 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.

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 patients’ quality of life and healthcare while driving significant medical expense savings.

Leveraging our data and engaging providers and beneficiaries has resulted in a number of meaningful clinical improvements.

Our Go-To-Market Strategy

We employ a simple and broad go-to-market strategy.

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:

We employ a simple 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.

Underpinned by our software, our go-to-market strategy varies by type of model, MA or the DC Model:

In MA, where we serve as an insurer, our strategy centers on the following four simple steps:

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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We seek opportunities to create differentiated and enhanced plans for consumers virtually anywhere in the United States, including traditionally underserved markets.

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.

We contract with a wide array of primary and chronic care decision-makers and deploy the Clover Assistant wherever possible to empower providers 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 providers of significant administrative tasks.

Our model expands our reach to providers 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 MA members to see providers outside our network, which can generate new leads for us to deploy the Clover Assistant with an increasing pool of providers.

• Step three:

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.

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.

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.

The substantial majority of our members enjoy freedom of choice, which manifests in our expansive and open network with the same cost-sharing for members who see primary care providers 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.

Drive strong, industry-leading, organic growth as consumers select our Obvious plans

and receive care from physicians on Clover Assistant.

Drive strong, industry-leading, organic growth as consumers select our “Obvious” plans and receive care from providers on Clover Assistant.

As we have entered and scaled in new markets, we have seen strong membership growth.

For the DC Model, where we are not an insurer, our strategy centers on the following four simple steps:

Select and contract with providers to join our DCE .

We market our DCE to new providers with whom we can contract to use the Clover Assistant.

Providers who are contracted to our DCE receive enhanced reimbursement for visits through Clover Assistant which enables them to participate in value-based care arrangements with no financial downside.

A number of our existing Clover Assistant MA providers have contracted with our DCE as well since the launch of the DC Model;

however, our broader strategy is to contract with large providers in new geographies across the nation.

Through Direct Contracting, we are able to market our DCE to providers anywhere, year round.

We believe this will allow us to grow faster and deploy the Clover Assistant to many more providers by allowing us to develop initial entry points in new markets.

Expand our DCE Lives under Clover Management .

As we onboard new providers to DCE, CMS will annually claims-align new beneficiaries to our DCE, expanding our Lives under Clover Management.

We also look to support our DCE providers as they serve as resources for beneficiaries interested in voluntarily-aligning to our DCE, thereby allowing us to capture the broader opportunity within their existing Medicare patient panel.

The enhanced reimbursement and improved clinical outcomes driven by the Clover Assistant may allow our DCE providers to expand the number of DCE-eligible patients they serve within their panels.

• Step three:

Deploying the Clover Assistant to drive savings and improved outcomes .

We believe our experience in deploying the Clover Assistant across open networks in MA provides us with the expertise to manage the larger population within Original Medicare.

We believe the Clover Assistant can drive similar clinical and financial value in DCE as it has in MA, allowing us to share in the savings driven by the value we bring to the Government.

It is this opportunity to participate in the shared savings that affords us the opportunity to reimburse providers at an enhanced rate for Clover Assistant visits while they participate in value-based care models with no financial downside.

Drive strong, industry-leading, organic growth as providers join our DCE .

We expect our average number of DCE Beneficiaries to more than double in 2022 compared to our 2021 average, demonstrating our ability to grow at scale.

We believe that our Clover Assistant centered DCE strategy allows us to scale more rapidly than other DCE participants who are dependent on scaling through a combination of brick-and-mortar expansion and competitive provider recruiting strategies.

Our Value Proposition

believe our mission-aligned business model, powered by the Clover Assistant, enables us to deliver significant value to the entire healthcare ecosystem.

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 beneficiaries are our primary constituents.

We believe that an approach focused on consumer healthcare choice, enhanced provider trust, and competitive pricing results in distinct value to our beneficiaries and makes great healthcare available to everyone.

• Provider of choice.

We value the health decisions our patients make and believe that consumer-driven provider choice increases trust and patient 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.

discretion to choose any new Medicare provider willing to see them or keep an existing provider.

The substantial majority of our lives under management are enrolled in our open network plans, meaning that our patients need not worry about verifying whether their Medicare provider is in or out of our network as they pay the same amount in either case.

Clover also works with a patient’s existing PCP in the home instead of reassigning them a new PCP.

• The Clover Assistant makes the Provider the quarterback.

The Clover Assistant, being focused on physician enablement, enhances each provider’s ability to coordinate care for each of our beneficiaries.

We believe our beneficiaries can have confidence that, when using the Clover Assistant, their provider 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.

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 strive to ensure that consumers who choose our health plans get more for less.

Our plans are benefit-rich while being highly affordable.

Most of our beneficiaries 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 primary care provider visits.

By seeking to lower the financial burden on our patients, we reduce disincentives that inhibit our patients from seeking the care they need.

Clover delivers clinical and financial value for providers

Providers 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 providers.

We are focused on empowering and delighting providers who use our platform.

We believe providers 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.

We believe providers play a critical role in helping to keep our beneficiaries healthy, and we compensate them for the enhanced clinical experience they provide beneficiaries 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 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 provider 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 providers and allow them to focus on providing quality care.

We partner with all types of providers, including solo practitioners, large physician groups, hospital-employed physicians, and other providers.

The combination of our growing beneficiary base, free use of the Clover Assistant and enhanced and rapid payment for Clover Assistant visits enables a highly efficient economic model that allows providers to build successful practices serving Medicare patients.

This model focuses on relieving providers of additional administrative burdens, empowering them to spend more time on care.

Great healthcare for everyone, everywhere

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 patient’s 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.

Every individual deserves the best care, and through the Clover Assistant we are democratizing the clinical data and insights providers 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.

• We mean everywhere.

As patients are increasingly looking for access to care in a variety of settings, through the Clover Assistant we are able to empower clinicians to provide care in offices and hospitals as well as non-traditional settings both via telemedicine and in the home.

Our software allows us to help providers to provide care everywhere that our patients want to receive it.

• 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.

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 providers 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 lives under management.

• 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.

Many insurers simply act as middlemen, taking a cut of premiums while assigning duties of care to providers via complex risk-sharing contracting.

New payment approaches, such as CMS’ DC Model, 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 providers 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

Index to Financial Statements

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.

The Clover Assistant platform synthesizes comprehensive, longitudinal sets of data directly 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 providers directly at the point of care.

Our platform’s excellence is centered on this three-pronged approach:

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.

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.

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 arm’s 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 Assistant’s data synthesis layer ingests 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.

Given the massive depth, breadth, and volume of data that we collect, it is critical to leverage technology to perform intelligent analytics.

No provider 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 providers at the point of care.

Our data scientists work in conjunction with providers 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.

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).

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.

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 provider decision-making at the very moment that they are interacting with and treating our lives under management.

These three aspects of the Clover Assistant—Synthesis, Insight and Action—form a self-contained software improvement virtuous cycle.

As providers 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 patients’ 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 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 multiple transport layer security.

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.

While the platform is currently primarily intended to be used by providers at the point of care, the Clover Assistant is designed to be 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.

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• 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.

The Clover Assistant empowers providers by recommending personalized, evidence-based medications, providing reminders of timely discussion topics and treatment, enabling requests for patient 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.

Through its Care Connect feature and embedded analytics, 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.

• 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 lives under management with the most advanced illnesses or complex conditions.

It also supports in-home programs targeting patients who have been recently discharged from hospitals or who do not receive regular care from a PCP.

• Specialty Care Management.

In 2021, within the Clover Assistant we launched “Health Tracks,” which are dedicated care coordination programs for chronic kidney disease and oncology, that integrate these specialist services and protocols seamlessly into the platform.

We believe we have the potential to improve our margin profile through the introduction of additional features into the Clover Assistant platform, including, but not limited to, medication management and orthopedic care.

Sales and Marketing

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.

We market our “Obvious” MA plans through a broad range of activities and through an extensive network of insurance brokers and field marketing organizations.

We also enter into co-branding arrangements with providers 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.

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.

We market participation in our DCE to providers through direct mail, the Internet, and direct telephonic outreach.

We also are engaged with our participating providers to educate their Medicare eligible patients about voluntary alignment opportunities.

Additionally, we participate in trade organizations such as the National Association of Accountable Care Organizations.

Research and Development

Key to our success is the time, attention, and investment we place on continued innovation in the Clover Assistant platform.

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.

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 providers 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

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.

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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The physician enablement space is highly competitive, and there are many players competing within the technology space as well as within segments of Medicare such as MA and Original Medicare, including the DC Model.

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.

Competition in our market involves rapidly changing technologies, evolving regulatory requirements and industry expectations, new product offerings and constantly evolving beneficiary and provider preferences and user requirements.

We face competition from 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 include large, national insurers, such as UnitedHealth, Aetna, Humana, Cigna, Centene, and Anthem, as well as regional-based companies such as Blue Cross Blue Shield affiliates, Bright Health, Alignment Health, Devoted Health, Oscar Health, hospital systems, and provider-based organizations.

We also face competition from Original Medicare providers and health insurance companies.

As a result of our recent entry into CMS’ new DC Model, we face competition from other DCE participants including provider groups, accountable care organizations, and managed care organizations (MCOs).

These competitors include Oak Street, VillageMD, Humana, Anthem, and Iora Health.

Competition from these and other new entrants may intensify as the DCE market develops and business models evolve to address it.

We also face competition in the physician enablement space from offerings and tools that allow providers to offer value-based care, offerings such as EHRs and other tools that have high physician engagement, and any other product or tool designed to enable a physician to improve care.

Companies such as Agilon, Privia, Epic, Cerner, and Athena Health compete directly or indirectly with our offerings.

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, beneficiary and provider satisfaction, and financial stability.

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.

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, including in 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, 2021, we owned four U.S.

patents and no foreign patents, and there were 22 U.S.

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 have registered our trademarks in the United States, European Union, China, and the Hong Kong Special Administrative Region of the People’s Republic of China (Hong Kong), 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.

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.

Our mission to improve 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.

Index to Financial Statements

As of March 15, 2021, we had 458 employees with approximately 94% in the U.S.

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 our beneficiaries.

As of December 31, 2021, we had 680 employees with approximately 95% in the U.S.

and 5% in Hong Kong.

Our workforce was 66% Female and 34% Male and was 44% Caucasian/White and 56% with racially/ethnically diverse backgrounds.

Remote First Culture.

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.

Excellence in Distributed Work

By establishing communication and decision making norms, placing an emphasis on transparency and working to build psychological safety and trust, we have found that colocation of employees is no longer a requirement.

We are a distributed team from the Board of Directors on down, and believe our distributed approach to teams allows us to attract the best talent for each and every role.

In August 2018, we opened an office in Hong Kong, which has since grown to a team of 36 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.

Prior to the onset of the COVID-19 pandemic, approximately 40% of our workforce was already remote- or field-based employees, meaning they did not regularly come into a brick and mortar facility.

We expect over 60% of our teams to remain remote or in the field after offices reopen.

All remote employees receive a stipend to set up their home work space so they can be most productive.

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.

We also ensure new hires (office-based and remote) are provided with an onboarding plan which helps them understand our culture and also provides them with necessary training and modules to set them up for success.

We use communication and meeting tools that enable teams to chat and interact in real-time, 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 questions of leadership.

COVID-19 Support and Flex Policies

Being a healthcare company means the health, wellness, and safety of our teams and beneficiaries is always a top priority.

All teams, including our clinicians, worked remotely during the height of the pandemic.

Our technology teams worked to quickly build out telehealth capabilities so that we could provide support to our beneficiaries 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 open when certain population health metrics are met and are available for employees to work out of on a voluntary basis.

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 managing competing priorities during the pandemic, we partnered with a company that provides remote tutoring support for families affected by school shutdowns.

We also extended a special remote employee stipend to all employees to help with productivity while remote.

We created a COVID-19 specific time-off policy to ensure employees can take care of themselves, or their family members, should they become sick, without having to use their accrued sick or vacation time.

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.

In our very early days, we created a Diversity & Inclusion (D&I) Working Group focused on making Clover a more diverse, equitable, and inclusive Company.

Diversity includes not only race and gender identity, but also age, disability status, veteran status, sexual orientation, religion, and many other parts of one’s identity.

All of our employees

points of view are key to our success, and inclusion is everyones responsibility.

All of our employees’ points of view are key to our success, and inclusion is everyone’s 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.

Members of our D&I Working Group also develop and deliver various resources to our teams, including an ally-ship training series.

Affinity Groups continue to grow as grassroots communities, bringing together employees with a shared affinity.

They are employee-led groups creating peer connections around shared experiences and mutual support.

We currently have three Affinity Groups with a total of over 140 members and growing:

Black Employee Network;

Asian, Asian American, and Pacific Islander Cloverites;

and Mi Gente (Latine Cloverites).

Additionally, our mental health benefits include options to join expert-led external peer circles around healing communities in times of crisis.

We are entering the third year of our New Perspectives Program, a reverse mentorship program that creates a space for leaders to receive mentorship from junior- and mid-level employees about lived experiences and key information leaders need to understand in their role.

These conversations have focused on a range of themes, such as the experiences of LGBTQ+ employees.

Latina employees, and understanding biases that lead to who gets elevated and who gets left behind in the workplace.

Building Future Leaders

We empower Cloverites to do their best work and aim to provide a variety of in-house and external resources to help them achieve their 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.

These plans are created by employees’ hiring managers and reviewed by our Hiring Committee, with the goal of providing structure to onboarding and defining key wins and early successes as they join Clover.

The onboarding plans also provide opportunities for check-ins, feedback, and reprioritization of workload.

Index to Financial Statements

Given the vast experience of our teams, we have operated an internal mentorship program for

the past two years.

Given the vast experience of our teams, we operate a traditional mentorship program, with 84 employees completing the program in 2021, with a 100% satisfaction rate with the quality of mentoring received.

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.

We have partnered with an external vendor to provide Cloverites at and above the manager level with an outcome-based coaching program at both the group and individual level.

Additionally, we rolled out a Manager Acceleration Program in 2021 to new and tenured mid-level managers with a goal to upskill, maximize impact, and invest in their development.

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.

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.

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.

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 Clover’s 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.

Attracting & Retaining Top Talent

We believe in using our total rewards program to incentivize employees to make decisions that are in the best interest of our stakeholders.

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.

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, annual cash incentive bonuses, and equity incentive awards.

We also allow eligible employees to participate in an Employee Stock Purchase Plan, in which employees may purchase shares of the Company’s Class A common stock at a discount, subject to certain limitations and conditions.

Our compensation program may continue to evolve over time.

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.

We also 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

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.

We work diligently to comply with all applicable laws and regulations.

As an entity within the healthcare industry, and one operating Medicare 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

Index to Financial Statements

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

We are unable to predict what effect, if any, such changes may have on our operations, financial position, or cash flows.

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 Factors—We 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 is the primary regulator for the DC Model, in which we participate.

CMS regulates the payments made to us and the submission of information relating to the health status of patients 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.

A portion of each MA plan’s reimbursement is tied to the plan’s “Star Ratings.” In addition, Star Ratings affect a plan’s 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.

Our MA PPO plan received a 3.5 Star Rating for the 2020 measurement year, and our MA HMO plan received a 3.0 Star Rating.

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 patient 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

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.

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.

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 HIPAA’s definition of “Covered Entities.” Regulations promulgated to implement HIPAA and the Health Information Technology for Economic and Clinical Health Act 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;

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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.

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

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

Index to Financial Statements

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.

OCR enforcement activity can result in financial liability and reputational harm, and responses to such 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 Corporation 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.

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.

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.

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.

Consumer protection laws require us to publish statements to our lives under management that describe how we handle personal information and choices they 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 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,

Index to Financial Statements

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.

Fraud, waste, and abuse prohibitions encompass a wide range of activities, including kickbacks or other inducements for referral of patients 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, 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.

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.

Additionally, we may be subject to general consumer protection laws and regulations applicable to direct-to-consumer activities such as online communications including, but not limited to, the FTC’s Telemarketing Sales Rules and the Telephone Consumer Protection Act, which gives the FTC, Federal Communications Commission, 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.

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 requirements.

State laws and regulation

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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 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 (NJ DOBI).

The establishment of minimum capital or restricted cash reserve requirements is determined on a state-by-state basis.

adopted model regulations that, where adopted by states, require expanded governance practices

Index to Financial Statements

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.

The NAIC has adopted model regulations that, where adopted by states, require expanded governance practices 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.

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.

As of December 31, 2021, 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.

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, MCO, utilization review, 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

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 acquiror’s 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.

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.

Such regulations may also inhibit our ability to acquire an insurance company should we wish to do so in the future.

Index to Financial Statements

Corporate practice of medicine and fee-splitting

Certain of our subsidiaries function as direct medical service providers and, as such, are subject to additional laws and

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

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.

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.

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.

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 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

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 SEC’s 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 Company’s references to website URLs are intended to be inactive textual references only.

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.

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, including @Clover-Health and #CloverHealth on Twitter, and the LinkedIn account of our President and Chief Technology Officer, Andrew Toy.

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.

Index to Financial Statements

Accordingly, we encourage investors, the media, and others interested in the 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 the 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.

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

What changed 10-K

Item 1. Business