What changed in this filing

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Item 1. Business

2024-03-14 compared with 2023-03-01 · 63 added, 115 removed, 364 unchanged (33% of the section changed)

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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.

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

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

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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 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.

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 strongly believe in providing our members with provider choice and 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, 2024, we operated our MA plans in five states and 200 counties.

In 2021, we expanded into our Non-Insurance segment when we made Clover Assistant available in Medicare fee-for-service through the Centers for Medicare & Medicaid Services ("CMS") Accountable Care Organization ("ACO") Realizing Equity, Access, and Community Health ("REACH") ("ACO REACH Model" or "ACO REACH") Model.

On December 1, 2023, the Company notified CMS that it will no longer participate as a REACH ACO beginning with the 2024 performance year.

The Company’s exit from the ACO REACH Program was made after the Company determined that it is in its best interest to fully exit the ACO REACH Program, and follows the Company's November 2022 announcement of a strategic reduction in the number of ACO REACH participating physicians in 2023.

We complement our contracted healthcare providers and their patients with our in-home primary care program, Clover Home Care.

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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.

This includes MA 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.

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Our website address is www.cloverhealth.com.

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.

The information contained on or accessible through our website is not part of this Annual Report on Form 10-K and is not incorporated by reference in this Annual Report on Form 10-K.

Our Opportunity

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Original Medicare is expected to grow from $427 billion to $627 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 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.

Our Technology Platform:

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Delivers 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 ACO.

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.

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Our platform is highly dynamic and continues to improve as we capture more data.

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.

As an MA plan 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.

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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.

We monitor a range of data sources over time 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.

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• Quality gap closure.

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.

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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.

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 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.

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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.

In addition to supporting providers throughout our open network, 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:

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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:

Underpinned by our software, our strategy centers on the following three steps:

Select markets to deploy our innovative model.

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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.

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

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.

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:

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

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• 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.

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

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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.

Most of our members are enrolled in plans that offer among the lowest average out-of-pocket costs for PCP co-pays 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.

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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.

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

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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 ACO REACH Model.

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.

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.

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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.

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, 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 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.

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 ACO's.

Companies such as Agilon and Privia Health 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:

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In addition, we cannot guarantee that our confidentiality and invention assignment agreements will not be breached.

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

See Part I, Item 1A, "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.

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and 8% in Hong Kong with the remaining 4% disbursed in various countries.

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

Our workforce was 63% Female and 37% Male, and was 47% Caucasian/White and 53% racially/ethnically diverse backgrounds.

Excellence in Distributed Work

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

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.

We are in the fifth 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.

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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 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.

In 2023, we maintained our focus on talent identification and development, aligned with the leadership development framework established in 2022.

We conducted a comprehensive talent review of our director-level and above employees early in the year to gain insights into our bench of talent in senior roles.

Additionally, we initiated a leadership development skills coaching program with an external vendor tailored for mid-level managers across Clover.

This program aims to enhance critical competencies essential for driving performance, making sound decisions, and fostering a collaborative culture within the organization.

Throughout the year, several key leaders participated in executive coaching engagements and leadership development activities facilitated by external partners.

We intend to expand participation in relevant programs for more leaders in 2024.

Furthermore, we introduced a new tool designed to assist employees and managers in crafting individual development plans to support their ongoing growth beyond 2023.

Employee Engagement & Feedback

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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.

In 2023, we officially rolled out a new performance management and survey tool to the broader organization in an effort to centralize our data and provide a more engaging user experience for our employees.

We released modules to support managers, employees, and peers in connecting via 1:1s, providing feedback, setting goals, establishing development plans, completing reviews, and more.

Attracting & Retaining Top Talent

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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.

Our total rewards program includes a mix of base salary, annual cash incentive opportunities, equity incentive awards, and a comprehensive benefits offering, which continues to evolve over time in support of our talent needs and business objectives.

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, at least one paid company-wide holiday per month, paid year-end "Week of Rest", a U.S.

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

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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 currently, and may in the future be, subject to investigations and litigation, which could be costly and time-consuming to defend.

For further information, see Part I, Item 1A, "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."

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We are subject to various federal laws and regulations, and our activities are subject to regulation by several federal agencies.

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

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

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.

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In addition, the Department of Health and Human Services Office of Inspector General also audits risk adjustments of companies offering MA plans, and we anticipate this remaining a focus of government inquiries and investigations in the next few years.

A portion of each MA plan's reimbursement is tied to the plan's "Star Ratings." In addition, Star Ratings affect a plan's image in the market, and higher-rated plans may offer enhanced benefits and additional enrollment opportunities than other plans.

A portion of each MA plan's reimbursement is tied to the plan's “Star Ratings” received pursuant to CMS’s Medicare Advantage Star ratings system.

CMS annually awards between 1.0 and 5.0 Stars to Medicare Advantage plans based on performance in several categories.

CMS released the Company’s 2024 Star ratings in October 2023, related to the 2022 measurement year, which will impact the 2025 payment year.

For both of the Company's plans (PPO and HMO), CMS gave a rating of 3.0 Stars for measurement year 2022, which represents a 0.5 Star rating decrease for both plans from the 2021 measurement year.

The 3.0 Star rating will impact the 2025 payment year.

In the calendar year 2024, the Company will be paid on the basis of 3.5 Stars for both our PPO and HMO plans, which ratings were previously awarded.

In addition, Star Ratings affect a plan's image in the market, and higher-rated plans may offer enhanced benefits and additional enrollment opportunities than other plans.

The Star Rating system considers a variety of measures adopted by CMS, including the quality of preventative services, chronic illness management, compliance, and overall customer satisfaction.

Our 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

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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 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.

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 ("HITECH") also require that "business associates" (e.g., entities that perform functions or provide services involving the use or disclosure of protected health information to health plans and providers, such as electronic claims clearinghouses, print and fulfillment vendors, consultants and those services we expect to provide on behalf of our Direct Contracting providers) acting for or on behalf of Covered Entities be contractually obligated to meet HIPAA standards.

These regulations govern privacy and security of electronic health information;

require federal data breach notification and reporting to the Office for Civil Rights ("OCR") of the U.S.

Department of Health and Human Services ("HHS") and the Federal Trade Commission ("FTC") and, in some cases, to the local media.

Department of Health and Human Services ("HHS") and the Federal Trade Commission ("FTC"), affected individuals, and in some cases, to the local media.

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

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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.

In addition to enforcement by OCR, state attorneys general are authorized to bring civil actions under relevant state laws seeking either injunctions or damages in response to violations that threaten the privacy of state residents.

As explained above, depending on the line of business, the Company acts or intends to act as both a covered entity and a business associate.

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The GLBA regulations apply to health, life, and disability insurance.

Like HIPAA, GLBA sets a "floor" standard, allowing states to adopt more stringent requirements governing privacy protection.

Like HIPAA, the GLBA sets a "floor" standard, allowing states to adopt more stringent requirements governing privacy protection.

Federal and state consumer protection laws are being applied increasingly by the FTC and states' attorneys general to regulate the collection, use, storage, and disclosure of personal or health information, through websites or otherwise, and to regulate the presentation of website content.

Courts may also adopt the standards for fair information practices promulgated by the FTC, which concern consumer notice, choice, security, and access.

Courts may also adopt the standards for fair information practices ("FIPs") promulgated by the FTC, which concern consumer notice, choice, security, and access.

Consumer protection laws require us to publish statements to our lives under management that describe how we handle personal information and choices they may have about the way we handle personal information.

If such information that we publish is considered untrue, we may be subject to government claims of unfair or deceptive trade practices, which could lead to significant liabilities and other consequences.

The Cybersecurity Information Sharing Act of 2015 encourages organizations to share cyber threat indicators with the federal government and directs HHS to develop a set of voluntary cybersecurity best practices for organizations in the healthcare industry.

In addition, states have begun to enact more comprehensive privacy laws and regulations addressing consumer rights relating to data protection, transparency, and cybersecurity.

In addition, states have begun to enact more comprehensive privacy laws and regulations addressing consumer rights relating to data use and disclosure, confidentiality, transparency, and cybersecurity.

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.

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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.

some of our markets, states have adopted similar anti-kickback provisions, which apply regardless of the source of reimbursement.

In some of our markets, states have adopted similar anti-kickback provisions, which apply regardless of the source of reimbursement.

We have attempted to structure our relationships with providers and other entities to ensure compliance with the Anti-Kickback Statute and relevant safe harbors.

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Companies in the healthcare and related benefits industry, including ours, frequently are subject to actions brought under the FCA or similar state laws.

Additional federal regulations

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

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 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.

State laws and regulation

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International Regulation

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.

We have operations, including certain contracted operations and software research and development in other countries, such as Canada, Hong Kong, New Zealand, the U.K., Uruguay, the Philippines, Mexico, India, the Dominican Republic and Colombia 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.

6 unchanged sentences

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.

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.

2 unchanged sentences

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.

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.

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 X (formerly known as 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.

3 unchanged sentences

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