What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-03-31 compared with 2021-03-31 · 111 added, 109 removed, 147 unchanged (60% of the section changed)

5 unchanged sentences

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on such evaluation, our CEO and our CFO have concluded that as of January 31, 2021, the Company's disclosure controls and procedures were not effective because of the material weaknesses in internal control over financial reporting at its wholly owned subsidiary, WageWorks, described below.

Notwithstanding the ineffective disclosure controls and procedures as a result of the identified material weaknesses in its WageWorks subsidiary, management has concluded that the consolidated financial statements included elsewhere in this Annual Report on Form 10-K present fairly, in all material respects, the Company’s financial position, results of operations and cash flows in accordance with generally accepted accounting principles in the United States of America.

Based on such evaluation, our CEO and our CFO have concluded that as of January 31, 2022, the Company's disclosure controls and procedures were not effective because of the material weaknesses in internal control over financial reporting described below.

Notwithstanding the ineffective disclosure controls and procedures as a result of the identified material weaknesses described below, management has concluded that the consolidated financial statements included elsewhere in this Annual Report on Form 10-K present fairly, in all material respects, the Company’s financial position, results of operations and cash flows in accordance with generally accepted accounting principles in the United States of America.

In accordance with interpretive guidance issued by SEC staff, companies are allowed to exclude acquired businesses from the assessment of internal control over financial reporting during the first year after completion of an acquisition and from the assessment of disclosure controls and procedures to the extent subsumed in such internal control over financial reporting.

In accordance with this guidance, as the Company acquired Luum on March 8, 2021, and Further on November 1, 2021, management's evaluation and conclusion as to the effectiveness of the Company's disclosure controls and procedures as of January 31, 2022 excluded the portion of disclosure controls and procedures that are subsumed by internal control over financial reporting of Luum and Further.

The balances resulting from these acquisitions represented less than 1% of assets and approximately 3% of revenues, excluding the effects of purchase accounting, of the Company's consolidated total assets and consolidated total revenues as of and for the fiscal year ended January 31, 2022.

Management's report on internal control over financial reporting

4 unchanged sentences

Management assessed the effectiveness of the Company’s internal control over financial reporting as of January 31, 2022 based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013) (“COSO Framework”) .

Based on that assessment, management has concluded that, as of January 31, 2021, due to material weaknesses in internal control over financial reporting at its wholly owned subsidiary, WageWorks, the Company’s internal control over financial reporting was not effective.

Based on that assessment, management has concluded that, as of January 31, 2022, due to material weaknesses in internal control over financial reporting the Company’s internal control over financial reporting was not effective.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

In accordance with interpretive guidance issued by SEC staff, management has excluded Luum and Further from its assessment of internal control over financial reporting as of January 31, 2022, as the Company acquired Luum and Further during the fiscal year ended January 31, 2022.

The Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of the Company’s internal control over financial reporting as of January 31, 2022.

Its report appears in Part II, Item 8 of this Annual Report on Form 10-K.

Management identified certain deficiencies in WageWorks' internal control over financial reporting that aggregated to material weaknesses in the following components of the “COSO Framework”:

Risk Assessment – The WageWorks subsidiary did not sufficiently identify and analyze risks arising from changes in the business environment, including risks arising in connection with the integration of acquisitions and financial system implementations.

Information and Communication – The WageWorks subsidiary did not establish cross-functional procedures and policies relating to effective information and communication necessary to support the functioning of internal control over financial reporting.

Monitoring – The WageWorks subsidiary did not implement effective monitoring controls that were responsive to changes in the business or the timely remediation of identified control deficiencies.

The COSO Framework component material weaknesses described above contributed to deficiencies at the control activity level that aggregated to the material weaknesses described below:

Accounting Close and Financial Reporting

The WageWorks subsidiary had inadequate process level and monitoring controls in the area of accounting close and financial reporting specifically, but not exclusively, around the review of account reconciliations, completeness and accuracy of data material to financial reporting, accounting estimates and related cut-off, the establishment, review, and implementation of accounting policies, and the review of the accuracy and completeness of certain manual and complex data feeds into journal entries and reconciliations of high-volume standard transactions.

As previously disclosed, management identified certain deficiencies in the Company’s internal control over financial reporting that aggregated to material weaknesses in the following areas:

Contract to Cash Process

The WageWorks subsidiary did not have effective controls around the contract-to-cash life cycle of service fees, including ineffective process level controls around billing set-up during customer implementation, managing change to existing customer billing terms and conditions, timely termination of customers, implementing complex and/or non-standard billing arrangements that require manual intervention or manual controls for billing to customers, processing timely adjustments, lack of robust, established and documented policies to assess collectability and reserve for revenue, bad debts and accounts receivable, availability of customer contracts, and reviews of non-standard contracts.

The Company did not have effective controls around the contract-to-cash life cycle of service fees, including ineffective process level controls around billing set-up during customer implementation, managing change to existing customer billing terms and conditions, timely termination of customers, implementing complex and/or non-standard billing arrangements that require manual intervention or manual controls for billing to customers, processing timely adjustments, lack of robust, established and documented policies to assess collectability and reserve for revenue, bad debts and accounts receivable, availability of customer contracts, and reviews of non-standard contracts.

Information Technology General Controls

The WageWorks subsidiary did not have effective controls related to information technology general controls (ITGCs) in the areas of logical access and change-management over certain information technology systems that supported its financial reporting processes.

WageWorks’ business process controls (automated and manual) that are dependent on the affected ITGCs were also deemed ineffective because they could have been adversely impacted.

These material weaknesses resulted in material misstatements of WageWorks' historical financial statements, which preceded the acquisition, and could result in a misstatement of our account balances or disclosures that would result in a material misstatement to the annual or interim condensed consolidated financial statements that would not be prevented or detected.

The Company did not have effective controls related to information technology general controls ("ITGCs") in the areas of logical access and change management over certain information technology systems that supported its financial reporting processes.

The Company’s business process controls (automated and manual) that are dependent on the affected ITGCs were also deemed ineffective because they could have been adversely impacted.

These material weaknesses resulted in material misstatements of WageWorks' historical financial statements, which preceded the WageWorks Acquisition, and could result in a misstatement of our account balances or disclosures that would result in a material misstatement to the annual or interim condensed consolidated financial statements that would not be prevented or detected.

Remediation of Previously Reported Material Weakness

As previously reported, the WageWorks subsidiary had a material weakness related to the review of the accounting for new, unusual, or significant transactions.

Management incorporated certain WageWorks processes into the Company’s existing entity-level and process-level controls to address the identification, review and assessment of new, unusual, or significant transactions at WageWorks.

Management has concluded, following testing, that such controls are operating effectively, and that the material weakness was remediated as of January 31, 2021.

Ongoing Integration and Remediation Efforts

Management has assessed the impact of the acquisition of WageWorks on the Company's internal control over financial reporting and continues to assess changes driven by the integration of WageWorks with the existing operations at the consolidated Company.

As part of this assessment, management has continued to evaluate the Company's internal control environment to ensure that it has appropriate controls in place to mitigate the risks of a material misstatement to its consolidated financial statements associated with the WageWorks subsidiary and the Company as a whole.

In response to the COSO Framework component material weaknesses in the WageWorks subsidiary’s internal control over financial reporting, management has taken the following actions:

• performed a risk assessment and scoping of key systems and business processes, including a risk assessment at the financial statement assertion level to ensure that the level of precision of relevant controls is adequate to address the identified risks

• dedicated certain senior finance, accounting, and IT leadership team members to work on remediation efforts and appointed a third-party internal controls advisor to assist with such efforts

• developed a plan to implement a periodic assessment to monitor business changes impacting accounting processes and controls

As previously reported, the WageWorks subsidiary had material weaknesses related to its risk assessment, information and communication, control activities, and monitoring components of the COSO Framework.

Additionally, WageWorks had a material weakness related to inadequate process level and monitoring controls in the area of accounting close and financial reporting.

During the year ended January 31, 2022, the Company completed the following remedial actions designed to address the previously identified material weaknesses in the COSO Framework components:

• incorporated certain WageWorks processes into the Company’s existing entity-level controls;

• established periodic reporting of the remediation plan progress to the Audit and Risk Committee;

• developed a plan to formalize documentation underlying processes and controls to promote knowledge and information transfer across functions and upon personnel changes

In addition to the steps above, specifically to address material weaknesses “A” through “C” above, the Company took the following measures:

• incorporated certain WageWorks processes into the Company’s process-level controls, including, but not limited to, those that address the monitoring of the accounting close cycle and the evaluation of accounting policies;

• developed and have begun to execute a plan to consolidate service platforms related to the contract-to-cash cycle which will reduce a significant number of manual business process controls;

• enhanced the design and have begun to monitor the operating effectiveness of controls related to logical access and change management for relevant WageWorks applications and systems.

As we continue to evaluate operating effectiveness and monitor improvements to our internal control over financial reporting, we may take additional measures to address control deficiencies or modify the remediation plan described above.

As part of our integration efforts, we have developed a plan to migrate to one enterprise resource planning “ERP” system for the consolidated Company that will enhance our business and financial processes and standardize our information systems.

• performed its recurring risk assessment and scoping of key systems and business processes, including a risk assessment at the financial statement assertion level to ensure that the level of precision of relevant controls is adequate to address the identified risks;

• dedicated certain senior finance, accounting, operational, and IT leadership team members to work on remediation efforts and appointed third-party internal controls advisors to assist with such efforts;

• implemented a periodic assessment to monitor business changes impacting accounting processes and controls;

• reported periodic updates of the remediation plan progress to the Audit and Risk Committee of the Company's board of directors;

• formalized documentation underlying processes and controls to promote knowledge and information transfer across functions and upon personnel changes;

• monitored the operating effectiveness of the existing entity-level controls.

During the year ended January 31, 2022, the Company completed the following remedial actions designed to address the previously identified material weaknesses in accounting close and financial reporting:

• redesigned certain processes and controls in conjunction with the enterprise resource planning (“ERP”) system migration described below;

• enhanced the design of existing controls, where applicable, and implemented additional controls to further strengthen the control environment;

• formalized the assessment of the relevancy of information and data used in key controls, including the design or augmentation of controls to incorporate the review of the accuracy and completeness of such items;

• monitored the operating effectiveness of the process-level and redesigned controls.

Management evaluated the design and operating effectiveness of the entity level and process level controls associated with the remediation activities above.

Management has concluded that such controls are operating effectively, and that the previously reported material weaknesses in the COSO Framework components and accounting close and financial reporting have been remediated as of January 31, 2022.

Ongoing Integration and Remediation Efforts

In response to the material weakness "A.

Contract to Cash Process", management has taken the following actions:

• continued to execute its plan to consolidate service platforms related to the contract-to-cash cycle, which will reduce a significant number of manual business process controls;

• enhanced the design of existing controls including information and data used in controls, where applicable, and are implementing additional controls to further strengthen the control environment;

• implemented a process to assess the design and monitor the operating effectiveness of the new and redesigned controls.

In response to the material weakness "B.

Information Technology General Controls", management has taken the following actions:

• continued to execute its plan to consolidate service platforms, which will reduce the number of ITGCs in the area of logical access and change management;

• enhanced the design of existing controls, where applicable, and implemented additional controls to further strengthen the control environment;

• implemented a process to assess and enhance the design and monitor the operating effectiveness of controls related to logical access and change management for relevant applications and systems.

As part of our integration efforts, we have migrated all of our material operations to a single ERP system for the consolidated Company which enhanced our business and financial processes and standardized our information systems.

We have re-assessed risks in response to the ERP system migration and the associated changes to underlying processes.

We redesigned certain controls in response to the current risks and evaluated the operating effectiveness of the redesigned controls.

Changes in Internal Control Over Financial Reporting

1 unchanged sentence

Other information

Disclosure regarding foreign jurisdictions that prevent inspections

Not applicable.

Directors, executive officers and corporate governance

17 unchanged sentences

Consolidated Balance Sheets as of January 31, 2022 and 2021

Consolidated Statements of Operations and Comprehensive Income for the years ended January 31, 2021, 2020 and 2019

Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended January 31, 2022, 2021 and 2020

Consolidated Statements of Stockholders' Equity for the years ended January 31, 2022, 2021 and 2020

18 unchanged sentences

S-1 333-196645 4.2 June 10, 2014

4.4 Indenture, dated as of October 8, 2021, by and among the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee, including the form of 4.500% Senior Notes due 2029

8-K 001-36568 4.1 October 12, 2021

10.1 Form of Indemnification Agreement by and between the Registrant and its directors and officers.

6 unchanged sentences

S-1/A 333-196645 10.3 July 16, 2014

10.4† HealthEquity, Inc.

2009 Stock Plan and Form of Stock Option Agreement.

S-1 333-196645 10.4 June 10, 2014

10.5† HealthEquity, Inc.

2006 Stock Plan and Form of Stock Option Agreement.

S-1 333-196645 10.5 June 10, 2014

10.6† HealthEquity, Inc.

2005 Stock Plan and Form of Stock Option Agreement.

S-1 333-196645 10.6 June 10, 2014

10.4† Amendment No.

1 to the HealthEquity 2014 Equity Incentive Plan, as amended and restated

8-K 001-36568 10.3 August 30, 2019

10.5† Restricted Stock Unit Award Agreement

10-Q 001-36568 10.4 December 6, 2018

10.6† Restricted Stock Award Agreement

10-K 001-36568 10.30 March 28, 2019

10.7† HealthEquity, Inc.

2003 Stock Plan and Form of Stock Option Agreement.

S-1 333-196645 10.8 June 10, 2014

and WageWorks, Inc.

2010 Equity Incentive Plan (Amended and Restated in August 2019)

8-K 001-36568 10.2 August 30, 2019

10.8† Forms of Stock Option Agreements under the HealthEquity, Inc.

and WageWorks, Inc.

Amended and Restated 2010 Equity Incentive Plan

S-1 333-173709 10.3 July 19, 2011

10.9† HealthEquity, Inc.

1 unchanged sentence

S-1 333-196645 10.23 June 10, 2014

10.9† Employment Agreement, dated June 10, 2014, by and between the Registrant and Jon Kessler.

10.10† Employment Agreement, dated June 10, 2014, by and between the Company and Jon Kessler.

S-1 333-196645 10.24 June 10, 2014

10.10† Employment Agreement, dated June 10, 2014, by and between the Registrant and Stephen D.

10.11† Amendment No.

1 to Employment Agreement between the Company and Jon Kessler, dated April 1, 2017

10-Q 001-36568 10.2 June 4, 2020

10.12† Employment Agreement, dated June 10, 2014, by and between the Company and Stephen D.

Neeleman, M.D.

S-1 333-196645 10.25 June 10, 2014

10.11† Employment Agreement, dated June 10, 2014, by and between the Registrant and Darcy Mott.

10.13† Employment Agreement, dated June 10, 2014, by and between the Company and Darcy Mott.

S-1 333-196645 10.26 June 10, 2014

10.14† Transition and Separation Agreement between the Company and Darcy Mott, dated June 25, 2020.

10-Q 001-36568 10.1 September 9, 2020

10.15† Employment Agreement, dated June 25, 2020, by and between the Company and Tyson Murdock

8-K 001-36568 10.1 April 1, 2021

10.16† Employment Agreement, dated May 15, 2018, by and between the Company and Edward R.

10-Q 001-36568 10.1 September 6, 2018

10.17+ Employment Agreement, dated November 9, 2018, by and between the Company and Larry Trittschuh

Incorporated by reference

Description Form File No.

Exhibit Filing Date

10.18+ Amendment No.

1 to Employment Agreement, dated December 4, 2018, by and between the Company and Larry Trittschuh

10.19 Lease Agreement, dated May 15, 2015, by and between the Registrant and BG Scenic Point Office 2, L.C.

2 unchanged sentences

10-Q 001-36568 10.2 June 11, 2015

10.14† Offer letter to Robert W.

Selander, dated September 28, 2015.

8-K 001-36568 10.1 September 30, 2015

10.21 First Amendment to Lease Agreement, dated November 3, 2015, by and between the Company and the Landlord.

10-Q 001-36568 10.1 December 8, 2016

10.16 Second Amendment to Lease Agreement, dated September 16, 2016, by and between the Company and the Landlord.

10-Q 001-36568 10.2 December 8, 2016

10.22 First Amendment to Amended and Restated Lease Agreement, dated June 1, 2016, by and between the Company and the Landlord.

10-Q 001-36568 10.1 June 8, 2017

10.23 Second Amendment to Lease Agreement, dated September 16, 2016, by and between the Company and the Landlord.

10-Q 001-36568 10.2 December 8, 2016

10.24 Second Amendment to Amended and Restated Lease Agreement, dated May 31, 2017, by and between the Company and the Landlord.

10-Q 001-36568 10.2 June 8, 2017

Incorporated by reference

Description Form File No.

Exhibit Filing Date

10.19† Amended and Restated Non-Employee Director Compensation Policy

10.25 Third Amendment to Lease Agreement, dated September 26, 2018, by and between the Company and the Landlord

10-K 001-36568 10.31 March 28, 2019

10.20† Employment Agreement, dated June 1, 2018, by and between the Registrant and Angelique Hill

10-Q 001-36568 10.1 June 7, 2018

10.21† Employment Agreement, dated May 15, 2018, by and between the Registrant and Edward R.

10-Q 001-36568 10.1 September 6, 2018

10.22† HealthEquity, Inc.

Amended and Restated Executive Change in Control Severance Plan

10-Q 001-36568 10.3 September 6, 2018

10.26 Lease Agreement, dated September 27, 2018, by and between the Company and the Landlord

4 unchanged sentences

10-Q 001-36568 10.3 December 6, 2018

10.26† Restricted Stock Unit Award Agreement

10-Q 001-36568 10.4 December 6, 2018

10.27 Employment Agreement, dated April 5, 2018, by and between the Registrant and Ashley Dreier

10-K 001-36568 10.29 March 28, 2019

10.28 Restricted Stock Award Agreement

10-K 001-36568 10.30 March 28, 2019

10.29 Third Amendment to Lease Agreement, dated September 26, 2018, by and between the Company and the Landlord

10-K 001-36568 10.31 March 28, 2019

10.30 Amended and Restated Non-Employee Director Compensation Policy

10-K 001-36568 10.32 March 28, 2019

10.31 Agreement and Plan of Merger, dated as of June 26, 2019, by and among HealthEquity, Inc., WageWorks, Inc.

and Pacific Merger Sub Inc.

8-K 001-36568 2.1 June 27, 2019

10.32 Credit Agreement, dated as of August 30, 2019, among HealthEquity, Inc., as borrower, each lender from time to time party thereto, Wells Fargo Bank, N.A., as administrative agent and the swing line lender, and each L/C Issuer party thereto

8-K 001-36568 10.1 August 30, 2019

10.29† Form of Indemnification Agreement entered into between WageWorks, Inc., its affiliates and its former directors and officers

S-1 333-173709 10.1 July 19, 2011

10.34 HealthEquity, Inc.

and WageWorks, Inc.

2010 Equity Incentive Plan (Amended and Restated in August 2019)

8-K 001-36568 10.2 August 30, 2019

10.35 Amendment No.

1 to the HealthEquity 2014 Equity Incentive Plan, as amended and restated

8-K 001-36568 10.3 August 30, 2019

10.36 Forms of Stock Option Agreements under the HealthEquity, Inc.

and WageWorks, Inc.

Amended and Restated 2010 Equity Incentive Plan

S-1 333-173709 10.3 July 19, 2011

10.37 Transition, Separation and Release Agreement between the Company and Ashley Dreier, dated February 13, 2020.

10-Q 001-36568 10.1 June 4, 2020

10.38 Amendment No.

1 to Employment Agreement between the Company and Jon Kessler, dated April 1, 2017

10-Q 001-36568 10.2 June 4, 2020

Incorporated by reference

Description Form File No.

Exhibit Filing Date

10.39 Transition and Separation Agreement between the Company and Darcy Mott, dated June 25, 2020.

10-Q 001-36568 10.1 September 9, 2020

10.40 Stock Purchase Agreement, by and among HealthEquity, Inc., the Sellers Listed on Schedule I and Evan McCordick, dated March 8, 2021.

8-K 001-36568 2.1 March 8, 2021

10.30 Credit Agreement, dated as of October 8, 2021, by and among the Company, as borrower, each lender from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the Swing Line Lender (as defined therein), and each L/C Issuer (as defined therein) party thereto.

8-K 001-36568 10.1 October 12, 2021

10.31 Custodial Transfer and Asset Purchase Agreement, dated as of April 27, 2021, by and between Fifth Third Bank, National Association, and HealthEquity, Inc.

8-K 001-36568 2.1 April 27, 2021

10.32 Amended and Restated Asset and Unit Purchase Agreement, dated as of September 7, 2021, by and among Viking Acquisition Corp., HealthEquity, Inc., MII Life Insurance, Incorporated d/b/a Further and Aware Integrated, Inc.**

8-K 001-36568 2.1 September 8, 2021

10.33+ Non-Employee Director Compensation Policy

21.1+ List of Subsidiaries

1 unchanged sentence

24.1+ Power of Attorney (included in the signature page to this Annual Report).

Incorporated by reference

Description Form File No.

Exhibit Filing Date

31.1+ Certification of the Principal Executive Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

16 unchanged sentences

In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Exchange Act of 1934, and otherwise is not subject to liability under these sections.

** Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

HealthEquity hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC.

Form 10-K Summary

5 unchanged sentences

Power of attorney

KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below hereby constitutes and appoints Jon Kessler and Darcy Mott, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her or their substitutes, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below hereby constitutes and appoints Jon Kessler and Tyson Murdock, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

March 31, 2022 By:

/s/ Robert W.

/s/ Robert Selander

Robert Selander

Chairman of the Board, Director

3 unchanged sentences

March 31, 2022 By:

/s/ Darcy Mott

/s/ Tyson Murdock

Tyson Murdock

Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

March 31, 2022 By:

/s/ Frank Corvino

Frank Corvino

March 31, 2022 By:

/s/ Adrian T.

/s/ Adrian Dillon

Adrian Dillon

March 31, 2022 By:

5 unchanged sentences

March 31, 2022 By:

/s/ Stuart B.

/s/ Stuart Parker

Stuart Parker

March 31, 2022 By:

/s/ Stephen D.

Neeleman, M.D.

/s/ Stephen Neeleman

Stephen Neeleman, M.D.

Vice Chairman and Director

March 31, 2022 By:

4 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 9A. Controls and Procedures