What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2023-03-01 compared with 2022-02-28 · 268 added, 335 removed, 211 unchanged (74% of the section changed)

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 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.

At Clover Health, our vision is to empower Medicare physicians to identify and manage chronic diseases early.

Our strategy is to improve the care of our Medicare beneficiaries, develop wide physician networks, and provide technology to help empower physicians.

Our proprietary software platform, Clover Assistant, helps us execute this strategy by enabling physicians to detect, identify, and manage chronic diseases earlier than they otherwise could.

This technology is a cloud-based software platform that provides physicians with access to data-driven and personalized insights for the patients they treat.

This software is used in both our Insurance segment and our Non-Insurance segments.

In our Insurance segment, we leverage Clover Assistant to provide America's Medicare-eligible seniors with Preferred Provider Organization ("PPO") and Health Maintenance Organization ("HMO") plans.

We aim to provide affordable, high-quality healthcare and we offer most of our members (referred to as "members") in our Medicare Advantage ("MA") plans among the lowest average out-of-pocket costs for primary care provider ("PCP") and specialist co-pays, as well as competitive drug deductibles and drug costs, in their respective markets and plan types.

We strongly believe in providing our members with provider choice and we consider our PPO plan to be our flagship insurance product.

An important feature of our MA product is its wide physician network.

We often offer the same cost-sharing (co-pays and deductibles) for visits with primary care providers who are in-network and out-of-network.

We manage care on our wide network by empowering providers with data-driven, personalized insights for their patients (our members) through the use of Clover Assistant.

We believe this enables providers to make improved clinical decisions.

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

At January 1, 2023, we operated our MA plans in eight states and 220 counties.

In 2021, we expanded into our Non-Insurance segment when we made Clover Assistant available in Medicare fee-for-service through the Global and Professional Direct Contracting Model ("DC Model") of the Centers for Medicare & Medicaid Services ("CMS").

CMS redesigned the DC Model and renamed it the Accountable Care Organization ("ACO") Realizing Equity, Access, and Community Health ("REACH") ("ACO REACH Model" or "ACO REACH") Model effective January 1, 2023.

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

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"), were aligned to our DCE when CMS' attribution model attributes them to a provider with whom Clover contracted as a "DC Participant" provider.

Expanding into Original Medicare was a strategic milestone for Clover and it demonstrated the scalability of Clover Assistant into our Non-Insurance segment.

We believe our technology-centric strategy enables us to quickly and cost effectively deploy software to providers nationwide, including in historically underserved markets.

At December 31, 2022, we had approximately 1,560 contracted participant providers who manage primary care for our Non-Insurance Beneficiaries in 21 states.

Additionally, at December 31, 2022, we had approximately 1,675 preferred providers and preferred facilities in our DCE network.

In connection with the 2023 performance year, we strategically reduced the number of ACO REACH participant physicians, which resulted in a shift in our beneficiary alignment.

At the beginning of January 2023, we had approximately 605 contracted participant providers who manage primary care for our Non-Insurance Beneficiaries in 13 states.

Additionally, at the beginning of January 2023, we had approximately 1,540 preferred providers and preferred facilities in our ACO REACH network.

Effective January 1, 2023, after the redesign of the DC Model to the ACO REACH Model, DCE is now known as the ACO.

We believe that offering providers multiple options within CMS' "Pathways to Success" will help us be more accessible to practices.

Beyond ACO REACH, we are exploring other additional plans such as MSSP-A ("Medicare Shared Savings Program BASIC level A") and Medicare Shared Savings Plan ENHANCED ("MSSP Enhanced"), which would diversify the portfolio, allow for potential growth in lives under management, and provide an opportunity for better balancing the overall risk profile of the business.

Provider use of Clover Assistant enables data-driven decision-making for our beneficiaries and drives rapid software iteration:

the more that providers use 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 fine-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 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 members 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.

We believe that this framework, through our participation in the ACO REACH 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.

This program covers the most medically complex patients, often with advanced comorbidities.

We believe Clover Assistant makes home care for high-risk individuals more scalable than fixed-site-based care.

It permits technology deployment to enhance care and outcomes directly where patients live because our value proposition is centered around software.

Clover Home Care seeks to preserve the PCP-to-patient relationship through collaboration, which aims to improve health outcomes and reduce medical expenses.

We have made it a priority to work with Medicare beneficiaries in underserved markets.

This includes Medicare Advantage members who self-report their race or ethnicity and identify as people of color, members diagnosed with at least two chronic diseases, and members living in communities that fall within the top five deciles of what the government defines as areas of socioeconomic deprivation.

We are heavily invested in helping provide care for those who are most in need.

Clover Health was 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.

4 unchanged sentences

Our website address is www.cloverhealth.com.

The content on any website referred to in this report is not incorporated by reference in this 10-K unless expressly noted.

The content contained on or accessible from any website referred to in this Form 10-K is not part of this Form 10-K and is not incorporated by reference in this Form 10-K.

Our Opportunity

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 believe we have an opportunity to fundamentally change healthcare by providing easy access to care from providers across the country.

By leveraging our Clover Assistant platform, we believe we can raise the level of care provided by every provider and 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.

We do this primarily by entering into contracts with our providers in which they agree to use Clover Assistant in connection with their primary care office visits in exchange for a flat fee.

Our platform, which enables differentiated 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 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.

Approximately 65 million people were enrolled in Medicare in 2022.

That number is expected to rise, equating to over $1.5 trillion in total expenditures by 2030.

Within Medicare, the MA market made up approximately $361 billion of annual spend in 2021 and is expected to grow to approximately $877 billion by 2030.

Original Medicare is expected to grow from $416 billion to $659 billion over the same period.

At January 1, 2023, in our Insurance segment we operated MA plans in eight states and 220 counties.

Under the DC Model, which launched in April 2021 (and, as of January 1, 2023, was renamed the ACO REACH Model), we have had an opportunity in our Non-Insurance segment to engage in the "Original Medicare" fee-for-service market, in which Medicare beneficiaries enroll in Medicare directly with the federal government.

This will enable us to develop relationships with new and existing providers in any geography by giving them the opportunity to use Clover Assistant with their Original Medicare patients.

This allows them to benefit from higher compensation than that available under Original Medicare.

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

An Original Medicare patient becomes aligned to our ACO (formerly referred to as the 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 "Participant Provider".

We also contract with "Preferred Providers," which include specialists and ancillary facilities that agree to participate in the ACO REACH Model with Clover's ACO.

In each of these scenarios, while Clover participates in the providers' 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.

Our ACO 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:

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.

We believe the key and differentiated features of the Clover Assistant technology platform include:

Real-time actionable insights at the point of care

The Clover Assistant aggregates and structures millions of data points per day, derived from a variety of data sets, such as claims data, medical charts, medication data, diagnostic data, and 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 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

Clover Assistant

Clover Assistant is a purpose-built technology platform that empowers providers to deliver data-driven, personalized care to help physicians detect, identify, and manage diseases earlier and better than they otherwise could.

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.

We believe the key features that differentiate our Clover Assistant technology platform from other platforms include the following:

Enables data-driven, personalized and actionable insights

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 generate data-driven, personalized, and actionable insights available to providers for use in their treatment and management of patient care.

Engages providers

Our platform provides actionable clinical content through an intuitive interface that easily integrates into the providers' workflow.

Offers integration into provider workflows via EHRs

We have made significant investments into extending our proprietary technology platform, enabling Clover Assistant functionality to be embedded quickly and seamlessly into major EHR systems, including Epic, Cerner, Athena, and others.

This further improves physician workflows and reduces duplicative actions by providers and administrators.

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

To date, dozens of practices have opted to use Clover Assistant in this manner, with adoption continuing to grow.

Delivers differentiated plan performance

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

Enables 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 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 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 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.

As an MA plan and ACO 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 use and feedback through Clover Assistant.

This bi-directional data sharing creates a closed feedback loop, allowing us to continuously measure the results of our platform's recommendations in real-time and improve our platform.

Delivers differentiated clinical care capabilities

We work hard to drive better care for our Lives under Clover Management.

To accomplish this goal, we aim to establish with Clover Assistant a comprehensive understanding of each patient, their conditions and needs as well as how those factors change over time, so that we can provide support to their providers as they determine 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 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:

Providers are provided with data-driven and actionable insights for each patient

For a given patient, a provider utilizing Clover Assistant may experience 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 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 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.

Clover Assistant is designed to eliminate this inefficiency by surfacing relevant and important data from sources across the healthcare ecosystem for providers to review in connection with their care of their patients.

• Quality gap closure.

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.

Clover Assistant identifies 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 provider’s understanding of a patient’s disease burden.

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.

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

Of critical importance, when providing actionable advice, 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 other clinical resources.

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 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.

Our clinical programs run on Clover Assistant

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

Below is a snapshot of several clinical programs we offer:

• Clover Home Care .

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

Home-based care management for our most complex patients.

• Supportive Care .

4 unchanged sentences

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 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 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 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 .

Clover Assistant supports coordination of our high risk-members' care through our clinical programs, from identification of members who would benefit from such programs, through engagement to clinical care.

Utilizing 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 strategy varies by type of model, MA or the Non-Insurance Model:

In our Insurance segment, where we serve as an insurer, our strategy centers on the following three steps:

Select markets to deploy our innovative model.

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 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.

Broadly disseminate Clover Assistant.

We contract with a wide array of primary care decision-makers and deploy 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 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.

In addition, our plans with open network designs make it easier for our members to see providers outside our network, which can generate new leads for us to deploy 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.

Our affordability is underpinned by our plans’ low average total out-of-pocket costs for PCP co-pays, specialist co-pays, drug deductibles and drug costs.

The use of 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 and specialist co-pays, drug deductibles, and drug costs.

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 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.

Our open network design is particularly attractive compared to our competitors' usual narrow networks.

For our Non-Insurance Segment, where we are not an insurer, our strategy centers on the following four steps:

Market a variety of Medicare fee-for-service value-based plans to providers nationwide.

Select and contract with providers who we believe are best aligned to our own strategy and capabilities for delivering the best in value-based care to join our current and future ACOs.

For many models, providers who are contracted to our ACOs receive enhanced reimbursement for visits through Clover Assistant.

We offer options for providers to accept no downside risk or a small amount of risk coupled with the opportunity for a higher share of realized savings.

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

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

Through ACO REACH and potential other Medicare Shared Service Programs ("MSSPs"), we are able to market our current and future ACOs to providers anywhere in the United States, year-round.

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

Help providers to join the Medicare fee-for-service track that is the right fit, to take the first, or next, step on their journey to value-based care.

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

• 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

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 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.

Deploy Clover Assistant with its targeted care management tools to drive savings and improved outcomes.

We believe our experience in deploying Clover Assistant across open networks in MA, coupled with our learnings from the first two years under the DC Model, provides us with the expertise to manage beneficiaries going forward within ACO REACH and future ACOs.

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

Drive thoughtful, organic growth for our programs as providers look to move to ACO models with increasing opportunities for shared savings.

We believe that our Clover Assistant-centered ACO strategy allows us to scale more rapidly than other ACO participants who are dependent on scaling through a combination of more resource-intensive services and approaches.

Our Strengths

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

Clover is the plan for consumers

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

We value the health decisions our members make and believe that consumer-driven provider choice increases trust and member satisfaction.

Our differentiated, open network philosophy offers considerable consumer choice:

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.

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 provider is in or out of our network, as they pay the same amount in either case.

• Clover Assistant is the ultimate assistant.

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

We believe our beneficiaries can have confidence that, when using Clover Assistant, their provider has ready access to their medical histories and personalized, data-driven clinical care recommendations.

• High value plans.

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.

Our plans offer competitive benefits while being highly affordable.

Most of our members are enrolled in plans that offer among the lowest average out-of-pocket costs for PCP co-pays, drug deductibles and drug costs in their markets while also providing wide network access and the same in- and out-of-network costs for primary care provider visits.

By seeking to lower the financial burden on our members, we reduce disincentives that inhibit our members 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.

Clover Assistant allows providers to focus on delivering high-quality care and rewards them for doing so.

• Clover Assistant empowers providers.

We are focused on empowering providers who use our platform.

• We pay an enhanced rate for primary care.

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 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 believe primary care providers play a critical role in helping to keep our beneficiaries healthy, and we compensate them by paying a rate that is typically higher than the Medicare fee-for-service rate for the enhanced clinical experience they provide beneficiaries through use of Clover Assistant.

• 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.

The combination of our growing beneficiary base and the Clover Assistant program 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

Clover offers high-quality healthcare for our Medicare beneficiaries

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.

1 unchanged sentence

• We mean everyone.

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

Every individual deserves the best care, and through 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.

As patients are increasingly looking for access to care in a variety of settings, through 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 deliver care everywhere that our beneficiaries 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.

We believe our focus on personalized evidence-based clinical recommendations leading to early disease identification, treatment, and management, and quality gap closure allow 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 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 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.

Clover Assistant Architecture

Clover Assistant is a differentiated, scalable platform that is able to combine data synthesis and insight generation to provide unique and actionable insights to providers.

Clover Assistant platform synthesizes comprehensive, longitudinal sets of data, generates clinically-focused machine learning, artificial intelligence, and rules-based insights, and drives action by surfacing the most relevant, personalized information to providers designed to assist them in the early identification and management of disease.

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 arm’s length to data, or platforms operated by verticalized healthcare companies, which generally can access data only in their own narrow ecosystems.

Because it is developed by a health plan, 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.

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.

Analyzing this amount of data in real-time is very complex for any provider, but we have advanced our technology to perform these analytics in real-time.

Our insight engine applies a combination of advanced machine learning and clinically-driven business rules to curate actionable insights for providers.

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 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.

Clover Assistant provides real time, personalized, and actionable insights to help healthcare providers to make better decisions and identify, treat, and manage diseases early.

These three aspects of 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.

Across all three prongs of our platform, 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.

2 unchanged sentences

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 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.

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 Clover Assistant Platform

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.

1 unchanged sentence

• Office/virtual visits.

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.

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.

• Office staff.

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.

Through its Care Connect feature and embedded analytics, Clover Assistant empowers office staff by identifying patients due for a visit, flagging beneficiaries recently discharged from the hospital, and noting potentially beneficial screenings and follow-ups.

• In-home visits.

The Clover Assistant empowers physicians and other providers who operate outside of clinical settings, offices, or hospitals.

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

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

In our Insurance segment, we market our 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.

2 unchanged sentences

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.

In our Non-Insurance segment, we market participation in our ACO to providers through direct mail, the Internet, and direct telephonic outreach.

We also are engaged with our participant 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.

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.

We focus our time, attention, and investment on continued innovation in the Clover Assistant platform.

We expect to continue investing in expanding our platform and enhancing the features and functionality of Clover Assistant.

We analyze the growing number of interactions our providers have with Clover Assistant to recognize their needs quickly and guide future innovation.

Our research and development team is responsible for the design, development, testing, and delivery of solutions for our platform.

Our Competition

The 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 face competition from incumbent MA sponsors, 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 Elevance Health, as well as regional plans such as Blue Cross Blue Shield affiliates, Bright Health, Alignment Health, Devoted Health, Oscar Health, and provider-sponsored plans such as Ochsner Health and Priority Health.

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.

As a result of our entry into CMS' ACO REACH Model, we face competition from other ACO REACH participants including provider groups, ACOs, and managed care organizations ("MCOs").

These competitors include Oak Street Health, VillageMD, Humana, Elevance Health, Aledade, Signify, Bright Health Group, Cano Health, and Iora with One Medical.

Competition from these and other new entrants may intensify as the ACO 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 promote high physician enablement, and any other product or tool designed to enable a physician to improve care.

Companies such as Agilon and Privia have offerings that compete directly or indirectly with our offerings.

We believe our business model allows us to compete favorably based on the following competitive factors:

the use of Clover Assistant platform to improve clinical decision-making, price, quality of service, products offering access to broad and open provider networks, breadth and flexibility of plan benefits, brand strength, beneficiary and provider satisfaction, and financial stability.

Intellectual Property

5 unchanged sentences

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, and the Hong Kong Special Administrative Region of the People’s Republic of China (Hong Kong), South Korea, Singapore, Australia and Taiwan.

See Part I, Item 1A, the section entitled "Risk Factors," for a discussion of the risks related to our intellectual property.

We hold a portfolio of patents and have patent applications pending from time to time.

We have registered our trademarks in the United States and abroad.

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.

Human Capital

Choosing to tackle healthcare is no small feat.

Our mission to improve every life is made possible through the Herculean efforts put forth by our teams.

Our vision is made possible through the 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 our beneficiaries.

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

and 5% in Hong Kong.

Clover strives to provide a collaborative and inclusive work environment, competitive market compensation, and benefits programs and growth opportunities that empower our employees to deliver positive outcomes for beneficiaries.

At December 31, 2022, we had 656 employees with approximately 91% in the U.S.

and 7% in Hong Kong with the remaining 2% disbursed in various countries.

Our workforce was 64% Female and 36% Male, and was 45% Caucasian/White and 55% with racially/ethnically diverse backgrounds.

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.

We are a distributed team from the Board 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 44 employees.

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.

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.

We have continued to expand our workforce globally into several additional international locations.

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, 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.

We have made a deliberate effort to cultivate a diverse and inclusive culture at Clover.

Early on in our history, Clover created a Diversity & Inclusion (D&I) Working Group focused on making Clover a more diverse, equitable, and inclusive Company.

For us, 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 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 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:

Members of our D&I Working Group also develop and deliver various resources to our teams, including an ally-ship training series and "best practices" materials on topics such as inclusive meetings and health equity.

Affinity Groups are employee-led groups, open to Clover employees who identify with an affinity and are looking for community and support within the Company.

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

We currently have five Affinity Groups with a total of over 190 members and growing:

Black Employee Network;

Asian, Asian American, and Pacific Islander Cloverites;

and Mi Gente (Latine Cloverites).

Asian, Asian American, and Pacific Islander;

Mi Gente (Latine/Hispanic);

Queer at Clover;

and Clover Wome/xn (all employees identifying as women).

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.

We are in the fourth 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.

We seek to empower our employees 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 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.

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 onboarding plans also provide opportunities for check-ins, feedback, and re-prioritization of workload.

Given the vast experience of our teams, we operate a traditional mentorship program.

The mentorship relationship is designed to enable employees to develop new skills and competencies, while concurrently networking and building relationships within the organization.

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.

We have partnered with an external vendor to provide our employees at the "manager plus" level with an outcome-based coaching program at both the group and individual level.

We also launched a program for emerging talent at Clover called Pathways.

In the second half of 2022 we introduced a Leadership Development Framework to help us further identify and develop talent.

We also focused on building infrastructure to help leaders across Clover develop four critical competencies (behaviors and/or skills) to help drive performance, make solid decisions, and build a collaborative culture across the organization.

We have already initiated an executive coaching engagement with an external firm for several key leaders and will continue adding more leaders to the program.

Employee Engagement & Feedback

4 unchanged sentences

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.

Our annual performance management cycle includes a 360 calibration review for employees at all levels as we believe it provides the most holistic and meaningful snapshot on performance.

In 2022 we launched a new performance management and survey platform that will centralize our data and provide a more engaging user experience for our employees.

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.

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 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.

It is important that our plans are aligned with the market so that we can attract, retain, and motivate our employees.

Our total rewards program includes a mix of base salary, spot bonuses, annual cash incentive opportunities, equity incentive awards, and a comprehensive benefits offering, and may continue to evolve over time.

To support work-life balance for all of our employees, we provide employees with health (medical, dental, vision, and telehealth) insurance, paid time off, paid sick leave, paid parental leave, paid volunteer days, a paid year-end "Week of Rest", a U.S.

401(k) plan with Company match, and an employee stock purchase plan.

We continually monitor market trends and adjust our programs to ensure our total rewards offering remains competitive and meaningful.

Government Regulation

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.

We work diligently to ensure compliance with all applicable laws and regulations affecting our business.

As an entity within the healthcare industry, and one operating Medicare plans, we are subject to comprehensive federal, state, and international laws and we 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.

See the section entitled “Risk Factors” for a discussion of the risks related to our compliance with federal, state and international laws and regulations.

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

See Part I, Item 1A, "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.”

For further information, see the section entitled "Risk Factors—We are currently, and may in the future be, subject to investigations and litigation, which could be costly and time-consuming to defend.

The outcomes of these matters 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.

The most comprehensive oversight comes from CMS, which regulates our MA plans and the ACO REACH 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.

6 unchanged sentences

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.

Our ability to maintain or improve our Star Rating may be significantly compromised by the COVID-19 pandemic.

The pandemic 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

3 unchanged sentences

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.

Health insurers, HMOs, and healthcare providers that 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;

1 unchanged sentence

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.

They provide for financial penalties and, in certain cases, criminal penalties for individuals, including employees, for privacy violations.

In addition, OCR performs compliance audits in order to proactively enforce the HIPAA privacy and security standards and, as a result, may conduct audits of health plans, providers and other parties to enforce HIPAA compliance.

OCR has become an increasingly active regulator and has signaled its intention to continue this trend.

OCR has the discretion to impose penalties without being required to attempt to resolve violations through informal means;

further, OCR may require companies to enter into resolution agreements and corrective action plans which impose ongoing compliance requirements.

OCR enforcement activity can result in financial liability and reputational harm, and responses to such enforcement activity can consume significant internal resources.

further, OCR may require companies to enter into resolution agreements and corrective action plans that impose ongoing compliance requirements.

OCR enforcement activity against us can result in financial liability and reputational harm, and our 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 explained above, depending on the line of business, the Company acts or intends to act as both a covered entity and a business associate.

HIPAA does not preempt state laws that provide more stringent privacy protection than those provided for under HIPAA;

as such, we may be subject to additional state privacy laws in the states in which we operate.

8 unchanged sentences

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.

Violations by us 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

2 unchanged sentences

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.

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 they 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.

Although our compliance programs are 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.

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.

2 unchanged sentences

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.

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.

5 unchanged sentences

Additional federal regulations

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.

These give 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.

We are also regularly assessing the medical device status of certain of our 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.

3 unchanged sentences

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 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 entities, 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.

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.

Most states have adopted these or similar measures to expand the scope of regulations relating to corporate governance and internal control activities of HMO's and insurance companies.

We are required to maintain a risk management framework and file a confidential self-assessment report with state insurance regulators.

1 unchanged sentence

These reports can be financial or informational in nature.

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.

At December 31, 2022, 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.

The most comprehensive reporting is required by the state of domicile of our regulated insurance entities 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 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.

5 unchanged sentences

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 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.

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 acquirer must make a disclaimer of control filing with the insurance department of such state that 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 acquirer, the acquirer'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.

State insurance statutes generally 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 in fact exist.

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.

Our regulated insurance entities are domiciled in New Jersey, and therefore the insurance laws and regulations of New Jersey would be applicable to any proposed acquisition or change in control of the Company or our regulated insurance entities.

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 NJ DOBI.

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.

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 the Company or our regulated insurance entities, including through transactions that some or all of our stockholders might consider to be desirable.

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

7 unchanged sentences

Furthermore, they cannot be excluded from participation in certain government programs at either the state or federal levels, such as Medicare and Medicaid.

We believe that our health services operations comply with applicable state statutes regarding corporate practice of medicine, fee-splitting and similar issues.

However, any enforcement actions against us by governmental officials alleging noncompliance with these statutes could subject us to penalties or restructuring or reorganization of our business.

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 operations, including certain contracted operations and software research and development in other countries, such as Hong Kong, the Philippines, Colombia, and India, 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.

1 unchanged sentence

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 FCPA 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 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.

Our filings with the SEC are posted on our website and available free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.

The content contained on or accessible

from our website or on any website referred to in this Form 10-K is not incorporated by reference in this Form 10-K.

Further, the Company's references to website URLs are intended to be inactive textual references only.

1 unchanged sentence

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.

We also 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 @CloverHealth and #CloverHealth on Twitter, and the LinkedIn account of our Chief Executive 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 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.

Accordingly, we encourage investors, the media, and others interested in the Company to review the information that we share at the "Investors" link located on 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