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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, ~~2021~~ 2022

☐¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-38961

Icon

Description automatically generated

Change Healthcare Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	82-2152098	~~82-2152098~~
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)	~~(I.R.S. Employer Identification No.)~~
424 Church Street, Suite 1400 Nashville, TN		37219
424 Church Street, Suite 1400
(Address of Principal Executive Offices)		(Zip Code)
Nashville, TN	37219
(Address of Principal Executive Offices)	(Zip Code)

(615) 932-3000

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	~~Trading Symbol(s)~~	Name of each exchange on which registered	~~Name of each exchange on which registered~~
Common Stock, par value $.001 per share	CHNG	~~CHNG~~	The Nasdaq Stock Market LLC	~~The Nasdaq Stock Market LLC~~
6.00% Tangible Equity Units	CHNGU	~~CHNGU~~	The Nasdaq Stock Market LLC	~~The Nasdaq Stock Market LLC~~

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ 

As of September 30, ~~2020~~2021, the aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates was $35,262,545,~~569,096~~459.

Number of shares of common stock outstanding on May 14 16, ~~2021~~2022: ~~310~~ 318,~~136~~546,~~566~~445

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for the ~~2021~~registrant’s next Annual Meeting of Stockholders are incorporated by reference ~~into Part III of this Annual Report on Form 10-K.~~

~~Table of Contents~~1

~~TABLE~~into OFPart ~~CONTENTS~~III of this Annual Report on Form 10-K.

PART I
Item 1.	Business	5
Item 1A.	Risk Factors	25
Item 1B.	Unresolved Staff Comments	66
Item 2.	Properties	66
Item 3.	Legal Proceedings	66
Item 4.	Mine Safety Disclosures	66
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	67
Item 6.	Selected Financial Data	68
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	68
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	84
Item 8.	Financial Statements and Supplementary Data	86
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	151
Item 9A.	Controls and Procedures	151
Item 9B.	Other Information	152
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	152
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	152
Item 11.	Executive Compensation	154
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	154
Item 13.	Certain Relationships and Related Transactions, and Director Independence	154
Item 14.	Principal Accounting Fees and Services	154
PART IV
Item 15.	Exhibits and Financial Statement Schedules	155
Item 16.	Form 10-K Summary	162

TABLE OF CONTENTS


PART I
Item 1.	Business	4
Item 1A.	Risk Factors	20
Item 1B.	Unresolved Staff Comments	50
Item 2.	Properties	50
Item 3.	Legal Proceedings	50
Item 4.	Mine Safety Disclosures	50
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	50
Item 6.	Reserved	52
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	52
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	62
Item 8.	Financial Statements and Supplementary Data	63
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	111
Item 9A.	Controls and Procedures	111
Item 9B.	Other Information	112
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	112
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	112
Item 11.	Executive Compensation	112
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	112
Item 13.	Certain Relationships and Related Transactions, and Director Independence	112
Item 14.	Principal Accounting Fees and Services	112
PART IV
Item 15.	Exhibits and Financial Statement Schedules	113
Item 16.	Form 10-K Summary	119

~~Table of Contents~~2

Cautionary Notice Regarding Forward-Looking Statements

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of federal securities laws. Any statements made in this Annual Report that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plans and strategies, and our expectations, estimates and beliefs concerning matters that are not historical facts, including with respect to the UHG Transaction (as defined below). These statements often include words such as “anticipate,” “expect,” “suggest,” “plan,” “believe,” “intend,” “estimate,” “target,” “project,” “should,” “could,” “would,” “may,” “will,” “forecast,” “outlook,” “potential,” “continues,” “seeks,” “predicts,” and the negatives of these words and other similar expressions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that factors affecting our actual financial results could cause actual results to differ materially from those expressed in the forward-looking statements, including those described below.

Summary of Material Risks

Our actual results may differ significantly from any results expressed or implied by any forward-looking statements. A summary of the principal risk factors that make investing in us risky and might cause our actual results to differ is set forth below. The following is only a summary of the principal risks that may materially adversely affect our business, financial condition and results of operations. Factors that could materially affect our financial results or such forward-looking statements include, among others, the following factors:

• the inability to complete the transactions contemplated by the Agreement and Plan of Merger (“UHG Agreement”) dated as of January 5, 2021 by and among Change Healthcare Inc., UnitedHealth Group Incorporated (“~~United~~UnitedHealth ~~Health~~ Group”) and UnitedHealth Group’s wholly owned subsidiary Cambridge Merger Sub Inc. (the “UHG Transaction”) due to the failure to satisfy the conditions to the completion of the UHG Transaction, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the UHG Transaction. See Note 24;

• risks related to disruption of management’s attention from business operations due to the UHG Transaction;

• the effect of the announcement of the UHG Transaction on our ~~relations with our customers~~operations, ~~operations~~ results and business generally;

• the risk that the UHG Transaction will not be consummated in a timely manner, exceeding the expected costs of the UHG Transaction;

• the occurrence of any event, change or other circumstances that could give rise to the termination of the UHG Agreement;

• macroeconomic and industry trends and adverse developments in the debt, consumer credit and financial services markets;

• uncertainty and risks related to the impact of the coronavirus (“COVID-19”) pandemic (including the rise of COVID-19 variant strains such as the Delta and Omicron variants) on the national and global economy, our business, suppliers, customers, and employees;

• our ability to retain orand ~~renew~~recruit ~~existing~~key ~~customers~~management personnel and ~~attract~~other ~~new~~talent ~~customers~~(including while the UHG Transaction is pending);

• our ability to ~~connect~~retain aor ~~large~~renew ~~number~~existing ofcustomers ~~payers~~ and ~~providers~~attract new customers;

• our ability to ~~provide~~connect ~~competitive~~a ~~services~~large ~~and~~number ~~prices~~of ~~while~~payers ~~maintaining~~and ~~our margins~~providers;

•our ~~further~~ability ~~consolidation~~to inprovide ~~our~~competitive ~~end-customer~~services ~~markets~~and prices while maintaining our margins;

•further ~~our~~consolidation ~~ability~~in ~~to effectively manage~~ our ~~costs~~end-customer markets;

• our ability to effectively ~~develop~~manage ~~and maintain relationships with~~ our ~~channel partners~~costs;

• our ability to ~~timely~~effectively develop ~~new~~and ~~services~~maintain ~~and~~relationships ~~improve~~with ~~existing~~our ~~solutions~~channel partners;

• our ability to ~~deliver~~timely develop new services ~~timely~~and ~~without~~improve ~~interruption~~existing solutions;

3•our ability to deliver services timely without interruption;

~~Table~~•a ofdecline ~~Contents~~in transaction volume in the United States (U.S.) healthcare industry;

•our aability ~~decline~~to inmaintain ~~transaction~~our ~~volume~~access into ~~the~~data ~~United States (U.S.) healthcare industry~~sources;

• our ability to maintain ~~our~~the ~~access~~security toand ~~data~~integrity ~~sources~~of our data;

• our ~~ability~~reliance toon ~~maintain~~key ~~the~~management ~~security and integrity of our data~~personnel;

•our ability to manage and expand our ~~reliance~~operations onand ~~key~~keep ~~management~~up ~~personnel~~with rapidly changing technologies;

•the ~~our~~ ability toof ~~manage~~our ~~and~~outside ~~expand~~service ~~our~~providers ~~operations~~ and ~~keep~~key upvendors ~~with~~to ~~rapidly~~fulfill ~~changing~~their ~~technologies~~obligations to us;

•risks ~~the~~related ~~ability~~to of our ~~outside~~international ~~service providers and key vendors to fulfill their obligations to us~~operations;

•our ~~risks~~ability ~~related~~ to protect and enforce our ~~international~~intellectual ~~operations~~property, trade secrets and other forms of unpatented intellectual property;

• our ability to ~~protect~~defend ~~and enforce~~ our intellectual property, ~~trade~~from ~~secrets~~infringement ~~and~~claims ~~other~~by ~~forms~~third ~~of unpatented intellectual property~~parties;

•government ~~our~~regulation ~~ability~~and tochanges ~~defend~~in ~~our~~the ~~intellectual~~regulatory ~~property from infringement claims by third parties~~environment;

•changes ~~government~~in ~~regulation~~local, state, federal and ~~changes~~international inlaws ~~the~~and ~~regulatory~~regulations, ~~environment~~including related to taxation;

•economic ~~changes~~and inpolitical ~~local,~~instability ~~state,~~in ~~federal~~the U.S. and international ~~laws~~markets ~~and~~where ~~regulations,~~we ~~including related to taxation~~operate;

•the economic ~~and~~impact ~~political~~of ~~instability~~escalating inglobal tensions, including the ~~U.S.~~conflict between Russia and ~~international~~Ukraine, ~~markets~~and ~~where~~the weadoption ~~operate~~or expansion of economic sanctions or trade restrictions;

• litigation or regulatory proceedings;

• losses against which we do not insure;

~~• our ability to make acquisitions and integrate the operations of acquired businesses;~~3

• our ability to make ~~timely~~acquisitions ~~payments~~and ofintegrate ~~principal~~the ~~and~~operations ~~interest~~of onacquired ~~our indebtedness~~businesses;

• our ability to ~~satisfy~~make ~~covenants~~timely inpayments ~~the~~of ~~agreements~~principal ~~governing~~and interest on our indebtedness;

• our ability to ~~maintain~~satisfy covenants in the agreements governing our ~~liquidity~~indebtedness;

• our ~~adoption~~ability ~~of new, or amendments~~ to ~~existing,~~maintain ~~accounting~~our ~~standards~~liquidity;

• the potential dilutive effect of future issuance of shares of our common stock, par value $.001 per share (our “common stock”); and

• the impact of anti-takeover provisions in our organizational documents and under Delaware law, which may discourage or delay acquisition attempts.

You should carefully consider the statements under Item 1A. Risk Factors and other sections of this report, which describe factors that could cause our actual results to differ from those set forth in the forward-looking statements.

Our forward-looking statements made herein speak only as of the date on which made. We expressly disclaim any intent, obligation or undertaking to update or revise any forward-looking statements made herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this report.

4PART I

~~Table~~ITEM of1. ~~Contents~~BUSINESS

~~PART~~Change IHealthcare Inc. (the “Company”, “our” or “we”) is a leading healthcare technology company, focused on accelerating the transformation of the healthcare system through the power of our Change Healthcare platform. We provide data and analytics-driven solutions to improve clinical, financial, administrative, and patient engagement outcomes in the U.S. healthcare system.

~~ITEM~~Our 1platform and comprehensive suite of software, analytics, technology enabled services and network solutions drive improved results in the complex workflows of healthcare system payers and providers by enhancing clinical decision making, simplifying billing, collection and payment processes, and enabling a better patient experience. ~~BUSINESS~~

~~Change~~Our ~~Healthcare~~network, ~~Inc.~~one (of the ~~“Company”,~~strongest ~~“our”~~clinical orand ~~“we”)~~financial ishealthcare anetworks ~~leading~~in ~~healthcare~~the ~~technology company~~U.S., ~~focused~~was ~~on accelerating~~created to facilitate the ~~transformation~~transfer of ~~the~~data ~~healthcare~~among ~~system~~participants. ~~through~~With ~~the~~insights ~~power~~gained offrom our ~~Change~~experience, ~~Healthcare~~applications ~~platform.~~and Weanalytics ~~provide~~portfolio, ~~data~~ and our services operations, we have designed analytics~~-driven~~ solutions tothat ~~improve~~include ~~clinical~~trusted, ~~financial,~~industry-leading ~~administrative,~~franchises ~~and~~supported ~~patient~~by ~~engagement~~extensive ~~outcomes~~intellectual inproperty ~~the~~and ~~U.S. healthcare~~regularly ~~system.~~updated content.

~~Our~~In ~~platform~~addition ~~and~~to ~~comprehensive~~the ~~suite~~advantages of ~~software~~scale, ~~analytics,~~we ~~technology~~offer ~~enabled~~the ~~services~~collaborative benefits of an important partner to the healthcare industry. We seek to establish and ~~network~~develop enduring relationships with each customer through solutions ~~drive improved~~that deliver measurable results infor ~~the~~their complex daily workflows. ofOur ~~healthcare~~customer ~~system~~retention ~~payers~~rate for our top 50 provider and ~~providers~~top by50 ~~enhancing~~payer ~~clinical~~customers ~~decision~~was ~~making,~~100% ~~simplifying~~for ~~billing~~the fiscal year ended March 31, ~~collection~~2022. We believe our presence throughout the healthcare ecosystem help make us a preferred partner for technology companies and ~~payment~~industry ~~processes~~associations focused on driving innovation, standardization, and ~~enabling~~efficiencies ain ~~better~~the ~~patient~~healthcare ~~experience~~industry.

Our ~~Intelligent~~solutions ~~Healthcare~~play ~~Network,~~an ~~one~~important ofrole ~~the strongest clinical and financial healthcare networks~~ in the ~~U.S.,~~following ~~was~~areas ~~created~~of ~~to facilitate~~ the ~~transfer~~ ofhealthcare data among participants. With insights gained from our experience, applications and analytics portfolio, and our services operations, we have designed analytics solutions that include trusted, industry-leading franchises supported by extensive intellectual property and regularly updated content. system:

In addition to the advantages of scale, we offer the collaborative benefits of a mission-critical partner to the healthcare industry. We seek to establish and develop enduring relationships with each customer through solutions that deliver measurable results for their complex daily workflows. Our customer retention rate for our top 50 provider and top 50 payer customers was 99% for the fiscal year ended March 31, 2021. We believe our size, scale, expertise, and presence throughout the healthcare ecosystem help make us a preferred partner for technology companies and industry associations focused on driving innovation, standardization, and efficiencies in the healthcare industry. 4

The U.S. healthcare system is undergoing massive changes at an unprecedented rate. Our ~~solutions~~ ~~play~~mission is to help accelerate its transformation to a ~~mission~~value-~~critical~~based ~~role~~care insystem ~~the~~from ~~following~~which ~~important~~everyone ~~areas~~benefits. ofWe deliver solutions and products that help increase efficiency, improve outcomes, and enhance consumer engagement throughout the consumer healthcare ~~system:~~journey. That journey has three major stages:

•The ~~U.S.~~Pre-Visit, ~~healthcare~~which ~~system~~includes isprovider ~~undergoing~~selection, ~~massive~~scheduling ~~changes at~~ an ~~unprecedented~~appointment, ~~rate.~~ensuring ~~Our~~coverage ~~mission~~and ~~is to help accelerate its transformation to a value~~pre-~~based~~authorization, ~~care~~medical ~~system~~record ~~from~~sharing ~~which everyone benefits. We deliver solutions~~ and ~~products that help increase efficiency~~review, ~~improve outcomes,~~ and ~~enhance~~understanding ~~consumer~~required ~~engagement throughout the consumer healthcare journey~~payments. ~~That journey has three major stages:~~

• The ~~Pre-~~Visit, ~~which~~(or ~~includes~~visits), ~~provider~~during ~~selection,~~which ~~scheduling~~financial anclearance ~~appointment~~is provided, ~~ensuring~~imaging ~~coverage~~ and ~~pre-authorization,~~other ~~medical~~clinical ~~record~~activities ~~sharing~~are ~~and review~~managed, and ~~understanding~~medical ~~required~~necessity ~~payments~~is ensured.

5•The Post-Visit, which typically requires the resolution of payment, claims remittance and processing, and on-going patient engagement. This stage is increasingly important today as the industry moves toward value-based care and payment models.

~~Table~~Our mission to accelerate transformation of ~~Contents~~the healthcare system requires us to support all three stages with solutions that address the clinical, financial, and engagement requirements of the journey.

•Our ~~The~~analytics-driven ~~Visit~~solutions ~~(or~~are ~~visits)~~designed to improve delivery of care through better clinical decision-making, ~~during~~and ~~which~~to ~~financial~~simplify ~~clearance~~billing isand ~~provided~~payment functions by reducing administrative errors and improving documentation. In addition, ~~imaging~~we seek to improve payers’ and ~~other~~providers’ ~~clinical~~relationships ~~activities~~with ~~are~~consumers ~~managed~~by offering solutions that enable price transparency and empower their decision-making and support. We believe that our solutions enable our customers to operate more efficiently and cost effectively. Our solutions have generated measurable financial and operational return on investment, improved quality of care, and ~~medical~~a ~~necessity~~better ispatient ~~ensured~~experience.

• The Post-Visit, which typically requires the resolution of payment, claims remittance and processing, and on-going patient engagement. This stage is increasingly important today as the industry moves toward value-based care and payment models.Innovation

~~Our~~We ~~mission~~have toa ~~accelerate~~consistent ~~transformation~~track record of ~~the~~innovation. ~~healthcare~~Our ~~system~~robust ~~requires~~network usconnectivity toand ~~support~~open ~~all~~Application ~~three~~Programming ~~stages~~Interfaces (“API”), combined with ~~solutions~~our ~~that~~use ~~address~~of ~~the clinical,~~Artificial ~~financial~~Intelligence (“AI”) and Machine Learning (“ML”), enables us to regularly improve our solutions and ~~engagement~~uncover ~~requirements~~new ofinsights ~~the~~as ~~journey~~our customers’ needs evolve.

Our ~~analytics-driven~~ability ~~solutions are designed~~ to ~~improve~~innovate ~~delivery~~is ofsupported ~~care through~~by ~~better~~approximately ~~clinical decision-making~~1,600 ~~and~~technology toprofessionals ~~simplify~~including ~~billing~~PhDs, ~~and~~masters-level ~~payment~~health ~~functions~~policy byexperts, ~~reducing~~design ~~administrative~~professionals, ~~errors~~data ~~and improving documentation. In addition~~scientists, weprogrammers ~~seek to improve payers’~~ and ~~providers’~~statisticians ~~relationships~~in ~~with~~our ~~consumers~~research ~~by offering solutions that enable price transparency~~ and ~~empower~~development ~~their~~centers ~~decision-making~~located ~~and~~in ~~support~~key markets. We believe that our ~~solutions~~reach ~~enable~~across ~~our~~the ~~customers~~healthcare toecosystem ~~operate more efficiently~~ and ~~cost~~our ~~effectively.~~history ~~Our~~of ~~solutions~~commercializing ~~have~~innovations ~~generated~~positions ~~measurable~~us ~~financial and~~to ~~operational~~be ~~return~~a onpreferred ~~investment,~~partner ~~improved~~for ~~quality~~customers ~~of care,~~ and aleading ~~better~~healthcare ~~patient~~and ~~experience.~~technology ~~Examples include:~~ companies.

•We ~~Data~~believe ~~Science~~we asare awell ~~Service~~positioned ~~(“DSaaS”):~~for ~~Provides~~growth ~~de-identified~~across ~~claims~~the ~~and~~markets ~~other~~we ~~novel~~serve. ~~data~~Our growth strategy is to ~~healthcare~~increase ~~stakeholders,~~the ~~providing~~breadth ~~unbiased~~and ~~insights~~depth ~~into~~of ~~therapeutic~~our ~~effectiveness~~capabilities. ~~while~~We ~~ensuring~~continue ~~regulatory~~to ~~compliance.~~increase ~~Integrates~~our ~~patient~~business with a strong base of long-~~level~~standing ~~claims~~customers ~~data,~~by ~~including~~expanding ~~diagnoses~~our enterprise relationships and ~~care~~positioning ~~prescriptions,~~them ~~with~~for ~~social~~success ~~determinants~~in their markets. Our comprehensive end-to-end solutions can reduce the complexity of ~~health,~~our ~~behavioral~~customer’s ~~health~~environments, ~~and~~yet ~~other~~are ~~novel~~modular ~~data~~to ~~across~~meet ~~the~~their Uspecific needs.S. ~~healthcare~~We ~~system~~believe we are in the early stages of growth related to these opportunities.

•Examples ~~Change Healthcare Enterprise Imaging Network™ Analytics: Allows immediate review and analysis~~ of ~~imaging~~our ~~data~~new ~~through~~product adevelopment ~~cloud-native platform that automates data acquisition and integrates complex data from multiple sources.~~include:

•Care ~~Electronic~~Cost ~~Clinical~~Estimator ~~Data Retrieval (“eCDR”) service~~API: ~~Lets~~Utilizes ~~payers~~Change ~~quickly~~Healthcare's clearinghouses and ~~easily~~relationship ~~retrieve~~with ~~patient~~payers ~~records~~to ~~from~~determine ~~multiple~~patient ~~electronic~~eligibility, ~~health record (“EHR”) systems~~copay, ~~providing~~coinsurance ~~patient~~and ~~care~~deductible ~~data~~status, inand return an ~~integrated~~accurate, ~~digital~~personalized ~~fashion~~patient obligation estimate.

• MedRx™ COVID-19 service expansion: Helps consumers get COVID-19 testing at local pharmacies by allowing pharmacies to process and receive reimbursement for COVID-19 tests within their regular workflow.5

•Stratus ~~SmartPay™~~Imaging ~~Payment~~PACS: ~~Integrates~~Utilizes ~~with~~cloud-native ~~Epic’s~~architecture ~~MyChart®~~to ~~and~~allow ~~Hyperspace®~~radiology sopractices ~~providers do not have~~ to ~~leave~~build ~~their~~customized ~~normal~~workflows ~~workflow~~and ineasily ~~order~~adopt tonew ~~collect~~functionality ~~patient~~that ~~payments~~will or provide ~~patient~~long-term ~~statements~~efficiency benefits.

•InterQual® ~~Shop~~2021: ~~Book~~Provides ~~and~~clinical ~~Pay™~~decision ~~Transparency~~support ~~Module:~~guidance ~~Lets~~on ~~consumers~~caring ~~compare pricing~~ for ~~shoppable~~COVID-19 ~~healthcare services across multiple providers~~patients, ~~helping~~addressing ~~make~~social ~~the~~determinants ~~process~~ of ~~shopping~~health, ~~for~~and ~~healthcare~~the asappropriate ~~easy~~use asof ~~other retail shopping experiences~~telehealth.

•Dual ~~Clearance~~Eligibility ~~Estimator Patient Direct~~Advocate: ~~Helps~~Optimizes ~~providers~~payer ~~comply~~revenue ~~with~~and ~~all~~member ofsatisfaction ~~the transparency regulations for the Centers for Medicare & Medicaid Services (“CMS”)~~ by ~~empowering~~helping ~~patients~~members toobtain ~~view~~and aretain ~~hospital’s~~added ~~pricing~~benefits ~~data~~through ~~for~~dual ~~all~~eligible ~~services, including visits, tests, and procedures~~enrollment.

~~Innovation~~•Coordination of Benefits: Delivers savings to payers through both cost avoidance and overpayment recovery by using AI to identify primary coverage from both Medicare and commercial plans

We•ASAM ~~have~~Criteria aPowered ~~consistent~~by ~~track record~~InterQual: ofIntegrates ~~innovation.~~into ~~Our~~existing ~~robust~~care-management ~~network~~workflows, ~~connectivity~~reduces ~~and~~the ~~open~~time ~~Application~~required ~~Programming~~for ~~Interfaces~~substance use disorder (~~“API”~~SUD), ~~combined~~patient ~~with~~assessments, ~~our~~increases ~~use~~consistency, ofand ~~Artificial~~streamlines ~~Intelligence~~the ~~(“AI”)~~prior-authorization ~~and~~process ~~Machine~~using ~~Learning~~industry-standard ~~(“ML”),~~criteria ~~enables~~developed usthrough toan ~~regularly improve~~exclusive ~~our~~partnership ~~solutions~~with ~~and~~the ~~uncover~~American ~~new~~Society ~~insights~~of asAddiction ~~our~~Medicine ~~customers’ needs evolve~~(ASAM).

~~Our~~•Change ~~ability~~Healthcare to– ~~innovate~~Zasti isCollaboration ~~supported~~to byReduce ~~approximately 1,500~~Carbon ~~technology~~Emissions ~~professionals~~from ~~including~~the ~~PhDs,~~Healthcare ~~masters-level~~Industry: ~~health~~Enables ~~policy~~providers ~~experts,~~to ~~design~~measure ~~professionals, data scientists, programmers~~ and ~~statisticians~~benchmark intheir ~~our~~carbon ~~research~~footprint ~~and~~by ~~development~~leveraging ~~centers~~AI ~~located~~to inanalyze ~~key~~individual ~~markets.~~procedures ~~We believe that our reach across the healthcare ecosystem~~ and ~~our~~bills ~~history~~ of ~~commercializing innovations positions us to be a preferred partner for customers and leading healthcare and technology companies~~materials.

6•Change Healthcare – Luma Partnership: Utilizing Luma Health's KLAS-recognized Healthcare Engagement Engine™ alongside Change Healthcare’s proven revenue cycle capabilities to create new patient engagement solutions that seamlessly connect every touchpoint across the patient journey.

~~Table~~Market ~~of Contents~~Opportunity

We ~~believe~~compete wein ~~are~~the ~~well~~market ~~positioned~~ for ~~growth~~data ~~across~~and ~~the~~analytics-driven ~~markets~~solutions wethat ~~serve.~~help ~~Our~~ensure ~~growth strategy~~clinically isappropriate tocare, increase ~~the~~efficiency ~~breadth~~ and ~~depth~~reduce ofwaste ~~our capabilities. We continue to increase our business with a strong base of long-standing customers by expanding our enterprise relationships and positioning them for success~~ in ~~their~~the ~~markets~~healthcare industry. ~~Our comprehensive~~We ~~end-to-end~~believe ~~solutions can reduce~~ the ~~complexity~~following oftrends ~~our~~impacting ~~customer’s environments~~payers, ~~yet~~providers ~~are~~and ~~modular~~consumers torepresent ~~meet~~a ~~their~~significant ~~specific~~opportunity ~~needs.~~for ~~We believe we are in the early stages of growth related to these opportunities~~us.

~~Examples~~Wasteful ofspending ~~our~~amidst ~~new~~rising ~~product~~costs ~~development~~in ~~include:~~the U.S. healthcare system.

•Research ~~Vaccination~~cited ~~Record:~~by ~~Enables~~the ~~pharmacies~~Journal of the American Medical Association estimates that the cost of waste in the U.S. healthcare system ranged from $760 billion to ~~give~~$935 ~~consumers~~billion, ~~secure~~accounting ~~digital~~for ~~access~~approximately 25% of total healthcare spending in 2019. Examples of waste include failure to ~~their~~adhere ~~vaccination~~to ~~records~~best care practices and lack of care coordination, sowhich ~~they~~leads ~~can~~to ~~return~~unnecessary readmissions and inappropriate levels of care delivery. Wasteful spending includes significant variation among providers in the cost and quality of similar care from provider to ~~normal~~provider, ~~life~~and ~~while~~market ~~protecting~~to ~~their~~market ~~data~~(not ~~privacy~~explained by geography alone), and ~~sharing~~also ~~information~~includes asovertreatment, ~~they~~which ~~choose~~is testing and care that is not medically beneficial.

•Additionally, ~~InterQual~~the ~~AutoReview™~~U.S. ~~solution:~~healthcare ~~Uses~~system AIrelies on many inefficient processes that are manual, complex, frequently changing, time consuming, prone to error, costly, and ~~natural~~requiring ~~language~~undue ~~processing~~amounts of clinicians’ and other professionals’ time. In addition, improper payments, according to ~~identify~~the ~~diagnostic~~Office ~~information~~of Management and Budget, represented approximately 6% of all Medicare Fee-for-Service and 22% of Medicaid payments in ~~unstructured~~2021. ~~EHR~~Such ~~radiology~~improper ~~reports~~payments and fraudulent billing create costly and labor-intensive follow-up. According to the Centers for Medicare & Medicaid Services (“CMS,”) ~~extract~~U.S. ~~diagnostic~~healthcare ~~data~~spending is expected to grow from $4.1 trillion in 2020 to $6.2 trillion by 2028, accounting for approximately 20% of U.S. gross domestic product. This implies that healthcare spending is increasing at a 5.4% annual growth rate. Given the ~~clinical~~significant ~~notes~~and lasting financial burden of ongoing rising costs and wasteful spending, government, commercial payers, and ~~reduce~~providers ~~provider’s~~are increasingly focused on reducing costs attributable to administrative ~~burden~~complexity byand ~~increasing~~errors; excessive manual labor; and uncoordinated, unproductive, or ineffective processes. As a result, we expect continued strong demand for solutions that can aid in reducing waste, improving efficiency, ofand ~~automated~~help ~~medical~~ensure ~~necessity~~delivery ~~reviews~~of ~~over~~clinically ~~20%~~appropriate and value-based care.

•Healthcare ~~Connected~~system ~~Consumer~~exposure ~~Health™~~to ~~Suite:~~growing ~~Provides~~chronically aill ~~modern, streamlined, retail-like digital consumer experience throughout the patient journey via a consumer~~ and ~~financial~~higher ~~engagement~~risk ~~platform for providers, developed in collaboration with Adobe and Microsoft~~populations.

•While ~~Telehealth~~the ~~Medical~~overall ~~Eligibility~~U.S. ~~and~~population ~~Claims~~is ~~Management:~~expected ~~Provides~~to ~~APIs~~increase ~~for~~6.5% ~~providers~~from 2022 to 2032, the population of adults age 65 and ~~digital~~older ~~health~~is ~~innovators~~expected to ~~check~~increase ~~eligibility~~25.9% over the same period, ~~submit~~according ~~claims~~to the U.S. Census Bureau. As the country’s elderly population continues to grow, and the healthcare system serves more chronically ill and higher risk populations, providers and payers will need tools to onboard and manage these populations. These include the ~~entire~~ability ~~claims~~to ~~lifecycle~~deliver appropriate care for medically complex patients, and the ability to document risk and outcomes to attain the appropriate reimbursement rates associated with these populations.

•Increasing ~~Telehealth~~prevalence ~~Lab~~of ~~Orders,~~value-based ~~Results,~~care and ~~ePrescribe:~~alternative ~~Addresses~~reimbursement ~~connectivity challenges faced by telehealth vendors to order lab tests and prescribe medications~~models.

•The ~~COVID~~traditional fee-19for-service ~~Contact~~reimbursement ~~Tracing~~model ~~and~~is ~~Enhanced~~viewed ~~Services:~~as ~~Helps~~having ~~public~~facilitated ~~sector,~~growth ~~educational~~in healthcare spending beyond the value provided from additional services. In response, both public and ~~corporate~~private ~~organizations~~sectors ~~deploy~~are ~~effective~~shifting ~~contact~~towards ~~tracing~~alternative ~~programs.~~payment ~~Uses~~models that are designed to incentivize value and quality throughout an “episode of care” and the care continuum overall, which encompass most or all of the services provided to a ~~scalable~~patient ~~engagement~~to ~~platform~~diagnose, ~~data~~treat, and ~~lab~~manage ~~network~~a ~~connectivity~~clinical condition before, during, and ~~Patient~~after ~~Access~~care ~~Center~~is delivered. In recent years, the U.S. Department of Health and Human Services ~~with~~(“HHS”) ~~medical~~has set quality and ~~insurance~~value ~~eligibility~~targets ~~expertise~~for certain Medicare value-based alternative payment models, and commercial payers are accelerating their focus in a similar fashion. These payment models require a high level of documentation, robust data, sophisticated payment attribution capabilities, and advanced

~~Market Opportunity~~ 6

Weanalytics ~~compete~~that incan ~~the~~adapt ~~market~~to ~~for~~new ~~data~~rules and ~~analytics-driven~~goals to ensure compliance. Further, solutions ~~that~~seek ~~help~~to ~~ensure~~optimize ~~clinically~~the ~~appropriate~~design, ~~care~~implementation, ~~increase~~and ~~efficiency~~monitoring of care delivery throughout an episode of care. Many payers and ~~reduce waste~~providers inare still building the ~~healthcare~~capabilities, ~~industry~~expertise, and administrative processes to manage these changes adequately. WeThey ~~believe~~are increasingly partnering with third parties to demonstrate the ~~following~~achievement ~~trends~~of ~~impacting~~the ~~payers~~outcomes required under these value-based payment models, ~~providers~~which require a fundamentally different skillset and ~~consumers~~toolset ~~represent~~than awhat ~~significant~~they ~~opportunity~~have ~~for~~deployed ushistorically.

~~Wasteful~~Increasing ~~spending~~patient ~~amidst~~financial ~~rising~~responsibility ~~costs~~and consumerism in ~~the U.S.~~ healthcare ~~system~~.

~~Research~~As ~~cited~~healthcare byexpenditures ~~the~~have ~~Journal~~continued ofto ~~the~~rise, ~~American~~employers ~~Medical~~and ~~Association~~health ~~estimates~~plans ~~that~~have ~~the~~shifted ~~estimated~~costs ~~cost~~to patients through increased adoption of ~~waste~~high-deductible health plans. Enrollment in ~~the~~high USdeductible health ~~care~~plans ~~system ranged~~with ~~from~~a ~~$760 billion~~savings tooption ~~$935 billion,~~(HDHP/SO) ~~accounting~~has ~~for~~increased ~~approximately~~over 25the past six years, from 24% of ~~total~~covered ~~health~~workers ~~care~~in ~~spending~~2015 to 28% in ~~2019~~2021, according to the Kaiser Family Foundation. ~~Examples~~Increases ofin ~~waste~~patient ~~include~~financial ~~failure~~responsibility torequire ~~adhere~~providers to ~~best~~obtain ~~care~~payment ~~practices~~from the patient before and ~~lack~~after the point of care, ~~coordination~~which in turn requires more advanced billing and collection workflows. As providers become more consumer-oriented, they require increasingly sophisticated, dynamic, and personalized digital solutions, which ~~leads~~generally tonecessitate ~~unnecessary readmissions~~scale for efficient implementation and ~~inappropriate~~cost-effectiveness. ~~levels~~Likewise, as patient out-of-pocket ~~care~~costs ~~delivery~~continue to increase, they are becoming more quality- and cost-conscious consumers, likely to make more calculated decisions regarding their healthcare consumption. ~~Wasteful~~These ~~spending~~empowered ~~includes~~“healthcare ~~significant~~consumers” ~~variation~~are ~~among~~demanding ~~providers~~price intransparency, ~~the~~decision ~~cost~~support, and ~~quality~~access ofto ~~similar~~medical ~~care~~records from ~~provider~~their health plans to ~~provider,~~help ~~and~~them ~~market~~choose caregivers who deliver the highest quality care at the lowest price. Health plans are consequently partnering with third parties to ~~market~~provide ~~(not~~their ~~explained~~members bywith ~~geography~~tools ~~alone)~~which enable them to assess quality and cost based on individual plan benefits. At the same time, providers seek to effectively communicate the quality and ~~also~~ ~~includes~~value ~~overtreatment~~of their services, ~~which~~determine ispatients’ ~~testing~~upfront insurance eligibility, coverage, and ~~care~~ability ~~that~~to ispay ~~not~~their ~~medically~~portion ~~beneficial.~~of healthcare bills; and simplify the payment process to improve patient experience and satisfaction.

~~Additionally,~~Proliferation ~~the U.S. healthcare system relies on many inefficient processes that are manual, complex, frequently changing, time consuming, prone to error, costly, and requiring undue amounts~~ of clinicians’ and other professionals’ time. In addition, improper payments, according to the Office of Management and Budget, represented approximately 6% of all Medicare Fee-for-Service and 21% of Medicaid payments in 2020. Such improper payments and fraudulent billing create costly and labor-intensive follow-up. According to the CMS, U.S. healthcare ~~spending is expected to grow from $3~~data.8 ~~trillion in 2019, or 18% of U.S. gross domestic product, to $6.2 trillion, or approximately 20% of U.S. gross domestic product, by 2028. This implies that healthcare~~

7The U.S. government funded almost $40 billion of incentive payments to healthcare providers between 2011 and July 2018 to adopt EHR technology. This has resulted in 80% of physicians and 96% of hospitals in the U.S. having certified EHR systems as of 2017, according to the Office of the National Coordinator for Health Information Technology (“ONC”). These EHRs, other digitized healthcare data, and the increasing amount of personal health data generated from smartphones, wearables, and other devices have generated unprecedented amounts of healthcare data in the U.S. However, healthcare data is often siloed and unstructured, and has historically been difficult for all constituents to understand and use in a timely manner. Both healthcare professionals and consumers increasingly demand tools and solutions that standardize the transfer and collection of data, as well as the ability to mine and analyze it for actionable insights. Advancements in ML, AI, and data science are making it easier to cost-effectively utilize data at scale, in real-time, to identify actionable insights that help improve outcomes and decrease cost. As healthcare data can be used more effectively, we expect that leading technology companies will increasingly seek partners who can effectively develop new software and analytics solutions to help payers and providers improve workflows and deliver higher quality care at lower cost to consumers.

~~Table~~Responding ofto ~~Contents~~the weaknesses exposed by the COVID-19 pandemic.

~~spending~~The isCOVID-19 ~~increasing~~pandemic atdisrupted aour ~~5.4%~~economy ~~annual~~and ~~growth~~nearly ~~rate,~~brought orthe 3healthcare system to its knees.4% ~~higher~~It ~~than~~exposed ~~expected~~and ~~inflation~~exacerbated ~~over~~weaknesses in the ~~same period~~U.S. ~~Given~~healthcare ~~the~~system’s clinical, financial, and technical infrastructure, including significant issues with clinical guidelines; patient access and ~~lasting~~capacity ~~financial~~management; ~~burden~~revenue ofstability; ~~ongoing~~social ~~rising~~determinants ~~costs~~of health and ~~wasteful~~ ~~spending,~~care ~~government,~~inequity; ~~commercial~~clinical ~~payers~~data interoperability; telehealth coverage, access, and ~~providers~~payment; ~~are~~staffing ~~increasingly~~safety ~~focused~~and onremote ~~reducing~~work; ~~costs~~contact ~~attributable~~tracing; togaps ~~administrative~~in ~~complexity~~value-based payment models and ~~errors;~~the ~~excessive~~impact ~~manual~~on ~~labor~~claims management; and ~~uncoordinated~~, ~~unproductive,~~a orsafe ~~ineffective~~and ~~processes~~orderly return to normal. AsThe ~~a result,~~pandemic wehighlighted ~~expect~~the ~~continued~~criticality ~~strong~~of ~~demand~~accelerating ~~for~~the ~~solutions~~transformation ~~that~~of ~~can~~the ~~aid~~U.S. inhealthcare ~~reducing~~system ~~waste,~~by ~~improving~~making ~~efficiency~~it simpler, ~~and~~more ~~help~~accessible, ~~ensure~~more ~~delivery~~integrated ofand ~~clinically~~streamlined, ~~appropriate~~ and ~~value-based~~digitized ~~care.~~for everyone.

~~Healthcare~~As a provider of data and analytics-driven solutions for the U.S. healthcare system, ~~exposure~~we tohelp ~~growing~~embed ~~chronically~~our ~~ill~~customers ~~and~~with ~~higher~~their ~~risk~~end-to-end ~~populations~~daily workflows.

~~While~~Our ~~the~~solutions ~~overall~~support ~~U.S.~~our ~~population~~customers’ iscore ~~expected~~business tofunctions, ~~increase~~including ~~6.8%~~member ~~from~~enrollment, ~~2020~~patient toaccess, ~~2030~~treatment, ~~the~~documentation, ~~population~~reimbursement ofand ~~adults~~payment, ~~age~~claims 65 and ~~older~~financial ~~is expected to increase 30.5% over the same period~~management, ~~according~~and topost-payment ~~the~~and Ucommunication.S. ~~Census~~We ~~Bureau.~~believe Asour ~~the~~collaborative ~~country’s~~and ~~elderly~~comprehensive ~~population continues to grow~~approach, ~~and~~combined ~~the~~with ~~healthcare~~modular ~~system~~capabilities, ~~serves~~is ~~more~~important ~~chronically~~to ~~ill~~our ~~and~~customers’ ~~higher~~ability ~~risk~~to ~~populations,~~operate ~~providers~~efficiently and ~~payers~~cost-effectively. ~~will~~We ~~need tools~~earn tothe ~~onboard~~loyalty ~~and~~of ~~manage~~our ~~these~~customers ~~populations.~~with ~~These~~solutions ~~include~~designed ~~the ability~~ to ~~deliver~~help ~~appropriate~~them ~~care~~meet ~~for~~clinical, ~~medically complex patients~~financial, and ~~the~~operational ~~ability~~objectives ~~to document risk~~ and ~~outcomes~~improve totheir ~~attain~~recurring ~~the~~and ~~appropriate~~evolving ~~reimbursement rates associated with these populations~~processes.

~~Increasing~~Financial ~~prevalence~~Platform ofSupported ~~value-based~~by ~~care~~Clinical ~~and alternative reimbursement models~~Insight.

The ~~traditional~~Change ~~fee-for-service~~Healthcare ~~reimbursement~~Platform ~~model~~ is ~~viewed as~~at ~~having facilitated growth in healthcare spending beyond~~ the ~~value~~center ~~provided~~of ~~from~~everything ~~additional~~we ~~services~~do. InOver ~~response, both public and private sectors are shifting towards alternative payment models that are designed to incentivize value and quality throughout an “episode of care” and~~ the ~~care~~last ~~continuum overall~~year, ~~which~~we ~~encompass~~have ~~most~~increased ~~or all of~~ the ~~services~~maturity ~~provided to a patient to diagnose, treat, and manage a clinical condition before, during, and after care is delivered. In recent years, the U.S. Department~~ of ~~Health~~our ~~and Human Services (“HHS”) has set quality and value targets for certain Medicare value-based alternative payment models~~platform, ~~and~~facilitated ~~commercial~~adoption ~~payers are accelerating their focus in a similar fashion. These payment models require a high level~~ of ~~documentation,~~platform ~~robust data~~services, ~~sophisticated~~enabled ~~payment~~new ~~attribution~~revenue ~~capabilities~~opportunities, and ~~advanced~~driven ~~analytics that can adapt~~ time-to-market ~~new~~benefits ~~rules~~for ~~and~~products ~~goals~~across toour ~~ensure compliance~~portfolio. ~~Further,~~All ~~solutions seek to optimize the design, implementation, and monitoring~~ of ~~care~~this ~~delivery~~is ~~throughout~~designed ~~an episode of care. Many payers and providers are still building the capabilities, expertise, and administrative processes~~ to ~~manage~~help ~~these~~our ~~changes~~customers ~~adequately.~~innovate ~~They~~faster ~~are increasingly partnering with third parties to demonstrate the achievement of the outcomes required under these value-based payment models, which require a fundamentally different skillset~~ and ~~toolset~~more ~~than what they have deployed historically~~effectively.

~~Increasing patient financial responsibility and consumerism in healthcare.~~ 7

AsScale ~~healthcare~~makes ~~expenditures~~us ~~have continued to rise, employers and health plans have shifted costs to patients through increased adoption of high-deductible health plans. Enrollment in high deductible health plans with~~ a ~~savings~~strong ~~option~~technology ~~(HDHP/SO) has increased over the past five years, from 24% of covered workers in 2015 to 31% in 2020, according to the Kaiser Family Foundation~~partner. This trend is expected to continue. Increases in patient financial responsibility require providers to obtain payment from the patient before and after the point of care, which in turn requires more advanced billing and collection workflows. As providers become more consumer-oriented, they require increasingly sophisticated, dynamic, and personalized digital solutions, which generally necessitate scale for efficient implementation and cost-effectiveness. Likewise, as patient out-of-pocket costs continue to increase, they are becoming more quality- and cost-conscious consumers, likely to make more calculated decisions regarding their healthcare consumption. These empowered “healthcare consumers” are demanding price transparency, decision support, and access to medical records from their health plans to help them choose caregivers who deliver the highest quality care at the lowest price. Health plans are consequently partnering with third parties to provide their members with tools which enable them to assess quality and cost based on individual plan benefits. At the same time, providers seek to effectively communicate the quality and value of their services, determine patients’ upfront insurance eligibility, coverage, and ability to pay their portion of healthcare bills; and simplify the payment process to improve patient experience and satisfaction.

8The ability of our solutions and network to fit within the workflows of our customers, and our breadth of industry relationships, position us to introduce best-in-class technologies to the healthcare industry at scale. Our customers take advantage of our innovations in AI, ML, robotic process automation (“RPA”), data science, and APIs to improve clinical, financial, and patient engagement outcomes. Our collaboration with technology leaders helps further broaden our scale with new, innovative solutions.

~~Table~~Modular ofand ~~Contents~~flexible solutions designed to serve a diverse, extensive customer base.

~~Proliferation~~We deploy our solutions through complementary software and analytics, technology enabled services, APIs, and a network delivery model with the power to help customers improve revenue opportunities and reduce operational costs. At the same time, our solutions are modular and flexible, providing us with the ability to address a customer’s trajectory of ~~healthcare~~needs ~~data~~with either point solutions or an end-to-end suite of services. In addition, we have the ability to deliver integrated solutions throughout our business.

~~The~~Proven ~~U.S.~~ability ~~government funded almost $40 billion of incentive payments~~ to ~~healthcare~~serve ~~providers between 2011 and July 2018 to adopt EHR technology. This has resulted in 80% of physicians and 96% of hospitals in~~ the ~~U.S.~~evolving ~~having~~needs ~~certified EHR systems as~~ of ~~2017,~~our ~~according~~customers towith the Office of the National Coordinator for Health Information Technology (“ONC”). These EHRs, other digitized healthcare data, and the increasing amount of personal health data generated from smartphones, wearables, and other devices have generated unprecedented amounts of healthcare data in the U.S. However, healthcare data is often siloed and unstructured, and has historically been difficult for all constituents to understand and use in a timely manner. Both healthcare professionals and consumers increasingly demand tools and solutions that standardize the transfer and collection of data, as well as the ability to mine and analyze it for actionable insights. Advancements in ML, AI, and data science are making it easier to costindustry-~~effectively utilize data at scale, in real-time, to identify actionable insights that help improve outcomes and decrease cost. As healthcare data can be used more effectively, we expect that~~ leading ~~technology~~solution companies will increasingly seek partners who can effectively develop new software and analytics solutions to help payers and providers improve workflows and deliver higher quality care at lower cost to consumersfranchises.

~~Responding~~During fiscal year 2022, we added a number of new solutions to our business platform through new product development. As a long-time leader in healthcare data interoperability, we provide open APIs based on Fast Healthcare Interoperability Resources and other industry standards, which help us innovate with customers and partners across the ~~weaknesses~~industry. ~~exposed~~The byability to quickly and accurately sort through massive amounts of data from multiple sources and determine relevant patient information is crucial to outcomes. Our enterprise imaging solutions house more than 41 petabytes of imaging data and one billion exams through our systems. In that area, we continue to enhance the ~~COVID~~only cloud-19native ~~pandemic.~~enterprise imaging solution in the market, helping customers modernize their workflow infrastructure, reduce capital and operating costs, improve care coordination across specialties, and speed accurate clinical decisions.

~~The~~Data ~~COVID-19~~stewardship ~~pandemic disrupted our economy~~ and ~~nearly brought the healthcare system to its knees~~security. It exposed and exacerbated weaknesses in the U.S. healthcare system’s clinical, financial, and technical infrastructure, including significant issues with clinical guidelines; patient access and capacity management; revenue stability; social determinants of health and care inequity; clinical data interoperability; telehealth coverage, access, and payment; staffing safety and remote work; contact tracing; gaps in value-based payment models and the impact on claims management; and, now, a safe and orderly return to normal. The pandemic highlighted the criticality of accelerating the transformation of the U.S. healthcare system by making it simpler, more accessible, more integrated and streamlined, and digitized for everyone.

As athe ~~provider~~amount of data ~~and~~in ~~analytics-driven~~healthcare ~~solutions~~grows ~~for~~and the ~~U.S. healthcare~~ability ~~system~~to use that data becomes more essential to effective delivery, management, and administration, we ~~help~~expect ~~embed~~data security to become increasingly important for our customers. ~~with~~Our ~~their~~history ~~end-~~of delivering solutions while prioritizing data security and fidelity enables us to~~-end,~~ ~~mission-critical~~be ~~daily~~the ~~workflows~~platform of choice for large customers and partners. We have multiple certifications on multiple offerings and we implement security procedures and policies informed by applicable law and recommended practices. We also aim to drive industry maturity through appointed leadership roles with HITRUST Alliance and Healthcare Information Security and Analysis Center.

~~Our~~Predictable ~~solutions~~revenue ~~support~~profile ~~our customers’ core business functions, including member enrollment, patient access, treatment, documentation, reimbursement~~ and ~~payment~~attractive, ~~claims~~scalable ~~and financial management, and post-payment and communication~~model. We believe our collaborative and comprehensive approach, combined with modular capabilities, is important to our customers’ ability to operate efficiently and cost-effectively. We earn the loyalty of our customers with solutions designed to help them meet clinical, financial, and operational objectives and improve their recurring and evolving processes.

~~Financial~~We ~~Platform~~have ~~Supported~~an byattractive ~~Clinical~~operating ~~Insight~~profile given the predictable, recurring nature of a significant portion of our revenue combined with a scalable financial model. Our revenue is largely derived from recurring transactional, monthly subscription, and per-click formats, as well as contingency-based or long-term contracts. We continue to streamline costs and have instituted cost improvement initiatives throughout the organization. We believe our recurring revenue will provide us with increasing flexibility to allocate and deploy our capital.

~~The~~Growth Change Healthcare Platform is at the center of everything we do. Over the last year, we have increased the maturity of our platform, facilitated adoption of platform services, enabled new revenue opportunities, and driven time-to-market benefits for products across our portfolio. All of this is designed to help our customers innovate faster and more effectively. Strategy

~~Scale~~Develop, ~~makes~~augment usand acommercialize ~~preferred~~capabilities ~~technology~~at ~~partner~~scale.

~~The~~We ~~ability~~work ofclosely with our ~~solutions~~customers ~~and~~to ~~network~~integrate toour ~~fit~~offerings ~~within~~into ~~the~~their workflows ofand ~~our~~business ~~customers,~~processes. We develop new products and ~~our~~services, ~~breadth~~partner ofwith industry-leading ~~relationships,~~companies ~~position~~and ~~us to~~selectively ~~introduce~~acquire ~~best-in-class~~complementary technologies toand ~~the~~businesses ~~healthcare~~to ~~industry~~enhance atour ~~scale~~offerings. ~~Our~~We ~~customers~~introduce ~~take~~solutions ~~advantage~~through one of ~~our~~three ~~innovations~~methods: in(i) AIinternal development based on feedback from our customers, MLpartners, ~~robotic~~and ~~process~~the ~~automation~~ analytical capabilities of our platform and suite of solutions, (~~“RPA”~~ii), ~~data~~commercial ~~science,~~partnerships ~~and~~that ~~APIs~~are toexpansive ~~improve~~and ~~clinical~~flexible, ~~financial,~~ranging ~~and~~from ~~patient~~limited ~~engagement~~scope ~~outcomes.~~sales ~~Our~~relationships ~~collaboration~~to ~~with~~arrangements ~~technology~~in ~~leaders~~which ~~helps~~we ~~further~~are ~~broaden~~a ~~our~~significant ~~scale~~customer ~~with~~and ~~new,~~(iii) strategic ~~innovative~~acquisitions ~~solutions.~~that strengthen the value we deliver to our customers.

9Maximize wallet share with customers through cross-selling.

~~Table~~We have significant opportunities to expand the suite of ~~Contents~~services that our long-tenured and loyal customer base purchases from us through focused cross-selling. While we seek to continually improve our product and service offerings, our sales force is focused on expanding the scope and depth of our customer relationships. Our omni-channel sales force covers medium and larger customers with direct field sales teams and uses inside sales for direct coverage of smaller customers. We leverage our communication with and feedback from our customers to identify and execute on opportunities which expand and deepen relationships, while increasing the benefits they receive through our connectivity, software, analytics, and services.

~~Modular~~Deliver ~~and~~comprehensive, ~~flexible solutions designed~~ end-to ~~serve a diverse~~-end, ~~extensive~~modular ~~customer~~solutions ~~base~~to customers.

WeOur ~~deploy our~~ solutions ~~through~~are ~~complementary~~comprehensive ~~software~~in ~~and~~that ~~analytics,~~they ~~technology~~meet ~~enabled services, APIs, and~~ a ~~network~~significant ~~delivery~~portion ~~model~~of ~~with~~our ~~the power to help~~ customers’ ~~improve~~clinical ~~revenue opportunities~~ and ~~reduce~~administrative ~~operational~~needs ~~costs.~~and Atare ~~the~~integrated ~~same~~to ~~time,~~improve ~~our~~functionality ~~solutions are modular~~ and ~~flexible~~usability, ~~providing~~yet usmodular ~~with the ability~~ to ~~address~~meet athe ~~customer’s~~specific ~~trajectory of~~ needs ~~with either point solutions or an end-to-end suite~~ of ~~services~~our customers. InOur ~~addition,~~goal weis ~~have the ability~~ to ~~deliver integrated solutions throughout our business.~~

~~Proven ability to serve the evolving needs of our customers with industry-leading solution franchises.~~8

~~During~~deliver ~~fiscal~~offerings ~~year~~flexible ~~2021,~~enough ~~we added a number of new solutions~~ to ~~our~~work business platform through new product development. As a long-time leader in healthcare data interoperability, we provide open APIs based on Fast Healthcare Interoperability Resources and other industry standards, which help us innovate with ~~customers and partners across~~ the ~~industry.~~legacy ~~The~~technologies ~~ability~~still toused ~~quickly~~by ~~and~~many ~~accurately sort through massive amounts~~ of ~~data~~our ~~from~~customers, ~~multiple~~while ~~sources~~also ~~and~~delivering ~~determine relevant patient information is crucial to outcomes. Our Enterprise Imaging solutions house~~ more ~~than~~sophisticated ~~41 petabytes of imaging data~~ and ~~one~~advanced ~~billion~~solutions ~~exams through our systems. In that area, we continue~~ to ~~enhance~~customers ~~the~~as ~~only~~they ~~cloud-native~~upgrade ~~enterprise imaging solution in the market, helping customers modernize~~ their ~~workflow~~technology ~~infrastructure, reduce capital and operating costs, improve care coordination across specialties, and speed accurate clinical decisions~~platforms.

~~Data~~Use ~~stewardship~~our ~~and~~data ~~security~~assets to deliver tangible value to customers.

AsWe ~~the~~continue ~~amount of data in healthcare grows and the ability~~ to ~~use~~develop ~~that~~ data-driven ~~becomes~~solutions ~~more essential~~ to ~~effective~~drive ~~delivery,~~tangible ~~management,~~returns ~~and administration, we expect data security to become increasingly important~~ for our customers. ~~Our~~Through ~~history~~our ~~of delivering solutions while prioritizing~~ data ~~security~~assets and ~~fidelity~~associated ~~enables~~analytics, uswe ~~to be the platform of choice for large customers and partners. We~~ have ~~multiple~~created ~~certifications~~personalized, onepisodic, ~~multiple offerings~~ and wepopulation-based ~~implement~~solutions ~~security~~for ~~procedures~~our ~~and~~customers ~~policies informed by applicable law and recommended practices. We also aim~~ to ~~drive~~deliver ~~industry~~high ~~maturity~~quality, ~~through~~low-cost ~~appointed~~solutions ~~leadership~~at ~~roles with HITRUST Alliance and Healthcare Information Security and Analysis Center~~scale.

~~Predictable~~Our ~~revenue profile and attractive, scalable model.~~Solutions

We ~~have~~offer ~~an attractive operating profile given the predictable~~clinical, ~~recurring nature of a significant portion of our revenue combined with a scalable~~ financial, ~~model.~~and ~~Our~~patient ~~revenue~~engagement issolutions ~~largely~~in ~~derived~~three ~~from~~business ~~recurring~~segments—Software ~~transactional~~and Analytics, ~~monthly~~Network ~~subscription~~Solutions, and ~~per~~Technology-~~click~~Enabled ~~formats,~~Services—that asfacilitate ~~well~~significant ascollaboration ~~contingency-based~~and orinteroperability ~~long-term~~to ~~contracts.~~create Wea ~~continue~~stronger, ~~to streamline~~better ~~costs~~coordinated, ~~and~~increasingly ~~have~~collaborative, ~~instituted~~and ~~cost~~more ~~improvement~~efficient ~~initiatives~~healthcare ~~throughout the organization~~system. WeA ~~believe~~summary of our ~~recurring~~various ~~revenue~~products ~~will provide us with increasing flexibility to allocate~~ and ~~deploy~~solutions ~~our~~is ~~capital.~~included below.

~~Growth~~Software and ~~Strategy~~ Analytics

~~Develop~~Our software solutions seek to enable our customers to achieve financial performance, ~~augment~~operational excellence, and ~~commercialize capabilities~~payment atand ~~scale~~network optimization, ultimately helping them navigate the industry’s transition to value-based care. In the Software and Analytics segment, we provide solutions for revenue cycle management, provider network management, payment accuracy, value-based payments, clinical decision support, consumer engagement, risk adjustment and quality performance, and imaging and clinical workflow.

WeNetwork work closely with our customers to integrate our offerings into their workflows and business processes. We develop new products and services, partner with industry-leading companies and selectively acquire complementary technologies and businesses to enhance our offerings. We introduce solutions through one of three methods: (i) internal development based on feedback from our customers, partners, and the analytical capabilities of our platform and suite of solutions, (ii) commercial partnerships that are expansive and flexible, ranging from limited scope sales relationships to arrangements in which we are a significant customer and (iii) strategic acquisitions that strengthen the value we deliver to our customers. Solutions

~~Maximize~~We ~~wallet~~leverage ~~share~~our ~~with~~networks ~~customers~~to ~~through~~enable ~~cross-selling~~and optimize connectivity and transactions among healthcare system participants. Through our Network Solutions segment, we provide solutions for financial, administrative, and clinical and pharmacy transactions, electronic payments and aggregation and analytics of clinical and financial data.

~~We have significant opportunities to expand the suite of services that our long~~Technology-~~tenured~~Enabled ~~and loyal customer base purchases from us through focused cross-selling. While we seek to continually improve our product and~~ Services

10We provide expertise, resources, and scalability to allow our customers to streamline operations, optimize clinical and financial performance, and focus on patient care. Through our Technology-Enabled Services segment, we provide solutions for financial and administrative management, value-based care, communication and payment, pharmacy benefits administration and healthcare consulting.

~~Table of Contents~~9

~~service~~Software ~~offerings~~and Analytics Network Solutions Technology-Enabled Services Solutions across revenue cycle, payment accuracy, clinical decision, value-based payment, engagement, and workflow Utilizes our ~~sales~~network ~~force~~to isenable ~~focused~~financial, onadministrative, ~~expanding~~and ~~the~~clinical ~~scope~~transactions; and ~~depth~~electronic ofpayments, ~~our~~and ~~customer~~provides ~~relationships.~~clinical ~~Our~~and ~~omni-channel~~financial ~~sales~~data ~~force~~analytics ~~covers~~Services ~~medium~~to support financial and ~~larger~~administrative ~~customers~~management, ~~with~~value-based ~~direct~~care, ~~field sales~~communication, ~~teams~~and payment Key Solution Areas •Network & Financial ManagementoValue-Based Payment AnalyticsoPayment Accuracy Analytics & ServicesoProvider Network Management Analytics•Risk Adjustment & Quality PerformanceoDecision AnalyticsoClinical Review Services•Consumer EngagementoMember Enrollment & OutreachoTransparency & Provider Search•Clinical Decision Support•Revenue Cycle Management•Imaging and ~~uses~~Clinical ~~inside~~Workflow ~~sales~~Solutions ~~for~~•Connected ~~direct~~Consumer ~~coverage~~Health•NetworkoMedical ofNetworkoDental ~~smaller~~NetworkoClinical ~~customers.~~Exchange WeNetworkoMedRx ~~leverage~~NetworkoCommonWell ~~our~~Health ~~communication~~Alliance•Electronic ~~with~~PaymentsoPayer Payment SolutionsoProvider Payment SolutionsoConsumer Payment Solutions•Data SolutionsoMarket Insights oData PlatformoData Commercialization•Pharmacy SolutionsoPharmacy ManagementoPharmacy NetworkoRevenue Cycle ManagementoPharmacy Analytics •Revenue Cycle Management oPatient Access Center ServicesoFinancial Clearance ServicesoRevenue Integrity ServicesoHospital Reimbursement Management ServicesoPhysician Group Management ServicesoPhysician Revenue Cycle Management Services•Accountable Care Services oNetwork Development and ~~feedback~~Physician ~~from~~RecruitingoRisk ~~our~~Management ~~customers~~and toPopulation ~~identify~~Health ServicesoThird-Party AdmissionoBusiness Process as a Service•Communication & Payment Services•Pharmacy Benefits Administration•Consulting Customers •Commercial & Government Payers•Hospitals / Health Systems•Physicians and ~~execute~~Other onProviders•Imaging ~~opportunities~~Centers•Health ~~which~~IT ~~expand~~Vendors •Commercial & Government Payers•Hospitals / Health Systems•Physicians and ~~deepen~~Other ~~relationships,~~Providers•Reference ~~while~~Labs•Imaging ~~increasing~~Centers•Retail ~~the benefits~~Pharmacies•Health ~~they~~IT ~~receive~~Vendors ~~through~~•Commercial ~~our~~& ~~connectivity,~~Government ~~software,~~Payers•Hospitals ~~analytics,~~/ Health Systems•Physicians and ~~services.~~Other Providers

~~Deliver~~Software ~~comprehensive,~~and ~~end-to-end, modular solutions to customers.~~ Analytics

~~Our~~Network ~~solutions~~& ~~are~~Financial ~~comprehensive~~Management: inWe ~~that~~help ~~they meet~~commercial ~~a significant portion of our customers’ clinical~~ and ~~administrative~~government ~~needs~~payers ~~and are integrated to~~ improve ~~functionality~~claims ~~and~~operations ~~usability~~performance, ~~yet~~payment ~~modular~~model toinnovation, ~~meet~~and ~~the~~provider ~~specific~~network ~~needs~~management ofthrough ~~our~~a ~~customers.~~comprehensive ~~Our~~solution ~~goal~~supporting ispayers toacross ~~deliver~~the ~~offerings~~entire ~~flexible~~payment ~~enough to~~continuum ~~work~~in ~~with~~ the ~~legacy~~transition ~~technologies~~to ~~still~~value-based ~~used~~care ~~by many of our customers, while also delivering more sophisticated~~ and ~~advanced~~alternative ~~solutions~~payment ~~to customers as they upgrade their technology platforms~~models.

~~Use~~oValue-Based ~~our~~Payment ~~data~~Analytics: ~~assets~~We combine a cloud-based analytics platform with clinically validated, transparent Episodes of Care to ~~deliver~~coordinate ~~tangible~~Primary ~~value~~Care Providers and Specialists in the effective transition to ~~customers.~~alternative payment models.

WeoPayment ~~continue~~Accuracy toAnalytics ~~develop~~& ~~data-driven~~Services: ~~solutions~~Our tocomprehensive ~~drive~~suite ~~tangible~~of ~~returns~~solutions ~~for~~is ~~our~~designed ~~customers.~~to ~~Through~~help ~~our~~payers ~~data~~combat ~~assets~~risk ~~and~~of ~~associated analytics~~fraud, ~~we have created personalized~~waste, ~~episodic,~~ and ~~population-based~~abuse ~~solutions~~at ~~for~~every ~~our~~stage ~~customers~~of tothe ~~deliver high quality~~claim, ~~low~~from pre-~~cost~~submission ~~solutions~~to ~~at scale~~post-payment.

~~Our~~Risk ~~Solutions~~Adjustment & Quality Performance: We help payers and risk-bearing providers improve financial performance by supporting reimbursement for government-sponsored health plans – including risk adjustment and quality measures, such as the National Committee for Quality Assurance’s (“NCQA”) Healthcare Effectiveness Data and Information Set (“HEDIS”) – for the Medicare, Medicaid, and Commercial Affordable Care Act markets.

We offer clinical, financial, and patient engagement solutions in three business segments—Software and Analytics, Network Solutions, and Technology-Enabled Services—that facilitate significant collaboration and interoperability to create a stronger, better coordinated, increasingly collaborative, and more efficient healthcare system. A summary of our various products and solutions is included below. 10

~~Software and~~oDecision Analytics: We provide a comprehensive set of analytics-driven solutions for risk adjustment and quality performance that aligns with how government-sponsored plans are reimbursed.

~~Our software~~oClinical ~~solutions~~Review ~~seek~~Services: toWe ~~enable~~provide ~~our~~solutions ~~customers~~for tomedical ~~achieve~~records ~~financial performance~~retrieval, ~~operational excellence~~coding, and ~~payment~~abstraction ~~and~~for ~~network~~payers ~~optimization,~~who ~~ultimately~~want ~~helping them navigate the industry’s transition~~ to ~~value-based~~increase ~~care.~~incremental Inrevenue ~~the Software~~ and ~~Analytics~~ ~~segment,~~quality weratings ~~provide solutions~~ for ~~revenue~~NCQA’s ~~cycle~~HEDIS ~~management,~~and ~~provider~~the ~~network~~Star ~~management,~~Rating ~~payment~~Program ~~accuracy,~~(a ~~value-based~~CMS ~~payments,~~system ~~clinical~~to ~~decision~~help ~~support,~~beneficiaries ~~consumer~~compare ~~engagement, risk adjustment and quality~~ performance, and ~~imaging and clinical workflow~~quality). ‎

~~Network~~Consumer ~~Solutions~~Engagement: We help commercial and government payers adapt to the evolving needs of a more value-based, consumer-driven environment with consumer-facing tools used to support enrollment and ongoing health management processes. Our consumer engagement solutions help payers respond to many of the industry’s most pressing consumer engagement challenges, from addressing social determinants of health to engaging high-need populations, such as dual eligible individuals.

oMember Enrollment & Outreach: We ~~leverage~~provide ~~our~~member-centric ~~Intelligent~~solutions ~~Healthcare~~for ~~Network~~payers—focusing toon ~~enable~~Medicare and ~~optimize~~Medicaid ~~connectivity~~programs—to improve revenue, increase member satisfaction, and ~~transactions~~improve ~~among~~engagement ~~healthcare~~in ~~system~~maintaining ~~participants~~or improving their health. ~~Through~~ ~~our~~We ~~Network~~have ~~Solutions~~helped ~~segment,~~managed wecare ~~provide~~payers ~~solutions~~add ~~for~~incremental ~~financial,~~revenue ~~administrative~~through dual enrollment. Additionally, ~~and~~our ~~clinical~~enrollment ~~and~~AI ~~pharmacy~~services ~~transactions,~~pinpoint ~~electronic~~those ~~payments~~individuals ~~and~~with ~~aggregation~~the ~~and~~highest ~~analytics~~likelihood ofto ~~clinical~~qualify for full or partial Medicare and ~~financial~~Medicaid ~~data~~dual eligibility. ‎

11Clinical Decision Support: Our clinical criteria, InterQual®, assists payers, providers and government organizations in making clinically appropriate medical utilization decisions to help determine the right care, at the right time, and at the right cost.

~~Table~~Revenue ofCycle ~~Contents~~Management: We provide end-to-end revenue cycle management workflow and analytics to streamline reimbursement and time-to-revenue for hospitals, physician offices, laboratories, and other ancillary care providers by providing timely insights that reduce denials.‎

~~Technology~~Imaging and Clinical Workflow Solutions: We help providers improve clinical, operational, and financial performance through enterprise imaging and care delivery solutions for acute and post-~~Enabled~~acute ~~Services~~care settings. We have built and are building, from the ground up, cloud-native solutions to showcase the flexible nature of cloud services and delivery. The cloud-native network will enhance and optimize medical imaging data, enabling providers to improve clinical, financial, and operational outcomes.

WeNetwork provide expertise, resources, and scalability to allow our customers to streamline operations, optimize clinical and financial performance, and focus on patient care. Through our Technology-Enabled Services segment, we provide solutions for financial and administrative management, value-based care, communication and payment, pharmacy benefits administration and healthcare consulting. Solutions‎

~~Software~~Our networks provide connectivity that benefits all major healthcare stakeholders, including commercial and ~~Analytics~~governmental payers, employers, hospitals, physicians, laboratories, pharmacies, and consumers.

•oMedical Network: &Our ~~Financial~~network ~~Management:~~provides Wesupport ~~help~~for ~~commercial~~healthcare financial and ~~government~~administrative ~~payers~~transactions, ~~improve~~including eligibility, claims, ~~operations~~durable ~~performance~~medical equipment, ~~payment~~electronic ~~model~~remittance ~~innovation~~advice, ~~and~~claim ~~provider~~status, ~~network~~pre-authorization, ~~management~~and ~~through~~medical aattachments. ~~comprehensive~~Our ~~solution~~Medical ~~supporting~~Network ~~payers~~is ~~across~~integrated ~~the~~with ~~entire~~our ~~payment~~payments ~~continuum~~network, inwhich ~~the~~allows ~~transition~~payers and providers to ~~value~~reconcile consumer out-~~based~~of-pocket ~~care~~cash and ~~alternative~~credit ~~payment~~card ~~models~~payments with payer electronic funds transfer and check payments to settle bills and claims.

•oDental ~~Value-Based Payment Analytics~~Network: We ~~combine~~provide aeligibility, ~~cloud-based~~claims, ~~analytics~~electronic ~~platform~~remittance ~~with~~advice, ~~clinically~~and ~~validated~~payment solutions to dental practices primarily through software channel partners. Our solutions further simplify claims through our attachment technology, ~~transparent~~which ~~Episodes~~tightly ofintegrates ~~Care~~claims processing workflows to ~~coordinate~~ensure ~~Primary~~only ~~Care~~essential ~~Providers~~attachments ~~and~~required ~~Specialists~~by ina ~~the~~payer ~~effective~~are ~~transition~~connected to ~~alternative~~a ~~payment~~claim ~~models~~and delivered according to payer preferences.

12oClinical Exchange Network: Our Clinical Exchange Network provides an efficient mechanism for EHRs, laboratories, and pharmacies to connect with each other and maintain regulatory certifications without the cost of expensive and redundant direct connections.

~~Table~~oMedRx ofNetwork: ~~Contents~~Our medical pharmacy network provides pharmacies with connectivity to commercial and government payers, supporting billing medical claims, such as durable medical equipment and immunizations, directly from the pharmacy management system.

•oCommonWell ~~Payment~~Health ~~Accuracy~~Alliance: ~~Analytics~~As &the ~~Services:~~national ~~Our~~service ~~comprehensive~~provider ~~suite~~for ofCommonWell ~~solutions~~Health isAlliance, ~~designed~~we tosupport ~~help~~an ~~payers~~industry-wide ~~combat~~interoperability ~~risk~~effort to make available silos of ~~fraud,~~data ~~waste,~~that reside within care settings and ~~abuse~~disparate athealth ~~every~~IT ~~stage~~systems. Our services for CommonWell members include: (i) registration and unique identification of each individual enrolled; (ii) record locator services; (iii) linking of each individual’s clinical records across the ~~claim,~~care ~~from~~continuum; ~~pre-submission~~and (iv) data query and retrieval to ~~post-payment~~enable caregivers to search, select and receive data.‎

• Risk Adjustment & Quality Performance: We help payers and risk-bearing providers improve financial performance by supporting reimbursement for government-sponsored health plans—including risk adjustment and quality measures, such as the National Committee for Quality Assurance’s (“NCQA”) Healthcare Effectiveness Data and Information Set (“HEDIS”)—for the Medicare, Medicaid, and Commercial Affordable Care Act markets.11

•Electronic ~~Decision Analytics~~Payments: WeOur ~~provide~~electronic apayment ~~comprehensive~~solutions ~~set~~support ofboth ~~analytics~~business-~~driven~~to-business ~~solutions~~(“B2B”) ~~for~~and ~~risk~~consumer-to-business ~~adjustment~~(“C2B”) ~~and~~payments. ~~quality~~We ~~performance~~believe ~~that~~we ~~aligns~~are ~~with~~well ~~how~~positioned ~~government~~to further drive the healthcare industry’s adoption of convenient and cost-~~sponsored~~saving ~~plans~~payment ~~are~~processes ~~reimbursed~~through our comprehensive network of payers and providers.

•oPayer ~~Clinical Review Services~~Solutions: We ~~provide~~offer ~~solutions~~payers ~~for~~the ~~medical~~ability ~~records~~to ~~retrieval,~~optimize ~~coding,~~distribution ~~and~~of ~~abstraction~~payments ~~for~~and ~~payers~~remittances ~~who~~in ~~want~~the tomost ~~increase~~efficient ~~incremental~~manner ~~revenue~~via ~~and~~electronic ~~quality~~funds ~~ratings~~transfer, ~~for~~direct ~~NCQA’s~~payment, ~~HEDIS~~cards ~~and~~or ~~the~~check. ~~Star~~We ~~Rating~~also ~~Program~~assist (aour ~~CMS~~customers ~~system~~in toautomating ~~help~~these ~~beneficiaries compare performance and quality)~~processes.

•oProvider ~~Consumer Engagement~~Solutions: We ~~help~~offer ~~commercial~~providers ~~and~~the ~~government~~ability ~~payers adapt~~ to ~~the~~digitize ~~evolving~~payments ~~needs~~and ~~of a more value-based~~remittances, ~~consumer-driven~~increasing ~~environment~~automation ~~with~~and ~~consumer-facing~~efficiency ~~tools~~in ~~used~~payment toposting ~~support~~processes ~~enrollment~~ and ~~ongoing~~reducing ~~health management processes. Our consumer engagement solutions help payers respond to many of~~ the ~~industry’s~~amount ~~most pressing consumer engagement challenges, from addressing social determinants~~ of ~~health~~paper ~~to engaging high-need populations, such as dual eligible individuals~~documents.

•oConsumer ~~Member~~Payment ~~Enrollment & Outreach~~Solutions: We ~~provide~~help ~~member-centric~~providers ~~solutions~~efficiently ~~for~~bill ~~payers—focusing~~consumers onand ~~Medicare~~offer ~~and~~consumer-friendly ~~Medicaid~~options ~~programs—~~to ~~improve~~help ~~revenue,~~reduce ~~increase~~bad ~~member~~debt ~~satisfaction,~~while ~~and~~enhancing improve engagement in maintaining or improving their health. We have helped Medicaid managed care payers add incremental revenue through dual enrollment. Additionally, our enrollment AI services pinpoint those individuals with the ~~highest~~consumer ~~likelihood~~billing ~~to qualify for full or partial Medicare~~ and ~~Medicaid~~payment ~~dual eligibility~~experience.‎

•Data ~~Clinical Decision Support~~Solutions: ~~Our~~We ~~clinical~~help ~~criteria,~~address ~~InterQual®,~~increasing ~~assists~~demands ~~payers,~~for ~~providers~~data ~~and~~to ~~government~~support ~~organizations~~analytical inneeds ~~making~~related ~~clinically appropriate medical utilization decisions~~ to ~~help~~performance ~~determine the right care~~improvement, atconsumer ~~the right time~~engagement, and atvalue-based ~~the right cost~~care.

•oData ~~Revenue Cycle Management~~Platform: We ~~provide~~enable ~~end-~~our customers to~~-end~~ ~~revenue~~acquire ~~cycle~~and ~~management~~aggregate ~~workflow~~clinical, financial, and ~~analytics~~operational todata ~~streamline~~from ~~reimbursement~~across ~~and~~the ~~time-to-revenue~~care ~~for hospitals~~continuum, ~~physician~~analyze ~~offices,~~the ~~laboratories,~~data and ~~other~~make ~~ancillary~~it ~~care~~available ~~providers~~through byapplications ~~providing~~or ~~timely~~via ~~insights~~direct ~~that~~feeds ~~reduce~~to ~~denials~~a customer’s existing enterprise data warehouse and other analytics systems.

•oData ~~Imaging and Clinical Workflow Solutions~~Commercialization: We ~~help~~provide ~~providers~~de-identified ~~improve~~data ~~clinical,~~feeds ~~operational,~~informed ~~and~~by ~~financial~~regulatory ~~performance~~compliant ~~through~~formats ~~enterprise~~and ~~imaging,~~create ~~care~~applications ~~delivery,~~ and ~~capacity~~tools ~~planning~~directly ~~solutions~~ for ~~acute~~customers ~~and~~or ~~post-acute~~via ~~care settings. We are building, from the ground up, cloud~~third-~~native~~party ~~solutions~~channel ~~to showcase the flexible nature of cloud services and delivery~~partners. ~~The cloud-native network will enhance and optimize medical imaging data, enabling providers to improve clinical, financial, and operational outcomes.~~

~~Network~~oData ~~Solutions~~Science as a Service: We provide secure access to de-identified, patient-level claims data – including diagnoses and care prescriptions – along with social determinants of health, behavioral health, and other novel data for customers who want privacy-compliant healthcare analytics at scale.

•Pharmacy ~~Connected Consumer Health~~Solutions: We ~~help~~offer ~~providers~~a ~~transform~~comprehensive ~~their~~suite ~~patient~~of ~~engagement and access activities~~ end-to-end ~~meet~~pharmacy ~~consumer demand for digital interactions. Our~~ solutions that help ~~providers~~streamline ~~acquire~~operations ~~new patients~~ and ~~deliver~~improve afinancial ~~patient~~results ~~experience~~for toboth ~~assist~~independent ~~with~~and ~~building~~chain ~~loyalty~~pharmacies.

•oPharmacy ~~Healthcare eCommerce~~Management: Our ~~solutions~~scalable ~~help~~pharmacy ~~providers~~management ~~offer~~system ~~transparent~~helps ~~pricing~~our ~~and~~customers ~~deliver~~quickly aadapt ~~retail-style~~to ~~shopping~~changing ~~experience.~~market ~~Providers~~and ~~can~~business ~~enable~~requirements ~~public-facing~~with ~~pricing~~configurable ~~transparency~~workflows inand ~~competitive~~dispensing ~~markets~~rules orthat ~~keep~~streamline ~~patients~~in-store ~~within~~processes ~~their~~and ~~organization~~improve bystaff ~~offering an exclusive, in-network shopping experience~~efficiency.

•oPharmacy ~~Touchless Patient Access~~Network: Our ~~solution~~network ~~assists~~helps ~~providers~~pharmacies ~~with~~submit ~~creating~~claims ato ~~touchless~~any ~~patient~~third-party ~~registration,~~processor; ~~check-in~~perform ~~and~~custom ~~form~~claims; ~~completion~~edit ~~experience~~claims that suit unique pharmacy requirements; streamline eligibility checks with access to ~~help~~coverage ~~maintain~~information ~~social~~for ~~distancing~~more ~~requirements~~than 270 million individuals; and reduce ~~potential~~the ~~exposure~~financial toburden ~~others~~of co-pays and medication adherence while driving revenue.

•oRevenue ~~Vaccination~~Cycle ~~Record~~Management: AOur ~~digital~~modular ~~solution~~pharmacy ~~that~~revenue ~~empowers~~cycle ~~consumers~~management tosuite ~~securely~~offers ~~access~~tools ~~their~~for ~~vaccination~~third-party ~~records~~submission ~~anytime,~~and ~~anywhere~~reconciliation, onoutsourced ~~any~~“chasing ~~device~~claims”, socontract ~~they~~management, ~~can~~appeal ~~access~~submission, itand ~~easily~~tracking ~~as needed~~services.

13oPharmacy Analytics: We help pharmacies drive real-time, point-of-sale actions that enhance revenue with robust analytics that reveal insights into all areas of their business––from chain to individual store––with visualizations, dashboards, and reports for monitoring business operations, improving margins, minimizing costs/risks, and supporting health and wellness initiatives.

~~Table~~Technology-Enabled ~~of Contents~~Services

•Revenue ~~Intelligent~~Cycle ~~Healthcare Network~~Management: ~~Our~~We ~~Intelligent~~have ~~Healthcare~~a ~~Network~~demonstrated ~~provides~~ability ~~connectivity~~to ~~that~~help ~~benefits~~improve ~~all~~collections, ~~major~~optimize ~~healthcare~~operational ~~stakeholders~~efficiency, ~~including commercial~~ and ~~governmental~~enhance ~~payers,~~patient ~~employers, hospitals, physicians, laboratories, pharmacies, and consumers~~experience.

•oPatient ~~Medical~~Access ~~Network~~Services: ~~Our~~We ~~network~~enable ~~provides~~health ~~support~~systems ~~for healthcare financial~~ and ~~administrative~~physician ~~transactions,~~practices ~~including~~to ~~eligibility,~~provide ~~claims,~~a ~~durable~~broad ~~medical~~range ~~equipment,~~of ~~electronic~~patient ~~remittance~~access ~~advice,~~services ~~claim~~to ~~status,~~their ~~pre-authorization, and medical attachments~~patients. ~~Our~~We ~~Medical~~leverage ~~Network~~call iscenter ~~integrated~~technology with ~~our~~the ~~payments~~flexibility ~~network,~~to ~~which~~utilize ~~allows~~EHR ~~payers~~ and ~~providers~~practice tomanagement ~~reconcile~~capabilities, ~~consumer~~providing ~~out-of-pocket~~a ~~cash~~single ~~and~~source ~~credit~~of ~~card~~accountability ~~payments~~ with ~~payer~~reporting ~~electronic funds transfer~~ and ~~check~~continuous ~~payments~~quality ~~to settle bills and claims~~monitoring.

•oRevenue ~~Dental~~Integrity ~~Network:~~Services ~~We provide eligibility, claims, electronic remittance advice,~~ and ~~payment~~Consulting: ~~solutions to dental practices primarily through software channel partners.~~ Our ~~solutions~~Revenue ~~further~~Integrity ~~simplify~~services ~~claims~~help ~~through~~providers ~~our~~mitigate ~~attachment technology~~risk, ~~which~~and ~~tightly~~include ~~integrates~~charge ~~claims~~audit ~~processing~~services, ~~workflows~~coding toaugmentation, ~~ensure~~coding ~~only~~quality ~~essential~~audit, ~~attachments~~clinical ~~required~~documentation byimprovement astaffing, ~~payer are connected to a claim~~ and ~~delivered~~compliance ~~according to payer preferences~~review.

•oHospital ~~Clinical~~Reimbursement ~~Exchange~~Management ~~Network~~Services and Physician Revenue Cycle Management Services: ~~Our~~We ~~Clinical~~deliver ~~Exchange~~billing ~~Network~~and ~~provides~~accounts anreceivable ~~efficient~~management ~~mechanism~~to ~~for~~address ~~EHRs~~government, commercial, and ~~laboratories~~self-pay topayments ~~connect~~for ~~with~~hospitals, ~~each~~health ~~other~~systems, independent and ~~maintain~~hospital-employed ~~regulatory~~physician ~~certifications~~practices, ~~without~~fire ~~the~~and ~~cost~~emergency ofmedical ~~expensive~~service agencies, and ~~redundant~~other ~~direct~~healthcare ~~connections~~organizations, such as independent and hospital-employed laboratories.

•‎ MedRx Network: Our medical pharmacy network provides pharmacies with connectivity to commercial and government payers, supporting billing medical claims, such as durable medical equipment and immunizations, directly from the pharmacy management system.

•Accountable ~~CommonWell~~Care ~~Health Alliance~~Services: AsWe ~~the~~provide ~~national~~a ~~service~~broad ~~provider~~scope ~~for~~Business ~~CommonWell~~Process ~~Health~~as ~~Alliance,~~a weService ~~support~~(BPaaS) ansolution ~~industry-wide interoperability effort~~ to ~~make~~payers, ~~available~~accountable ~~silos~~care oforganizations, ~~data~~at-risk ~~that~~providers, ~~reside within care settings~~ and ~~disparate~~government ~~health~~agencies ITto ~~systems.~~successfully ~~Our~~transition ~~services~~from fee-for-service ~~CommonWell~~reimbursement ~~members~~to ~~include:~~payment ~~(i)~~models ~~registration~~that ~~and~~reward ~~unique~~high-quality ~~identification~~and ofcost-effective ~~each individual enrolled; (ii) record locator services; (iii) linking of each individual’s clinical records across the~~ care. We ~~continuum;~~provide ~~and~~an ~~(iv)~~enterprise ~~data~~class ~~query~~benefits ~~and~~administration ~~retrieval to enable caregivers to search, select and receive data.~~

• Electronic Payments: Our electronic payment solutions support both business-to-business (“B2B”) and consumer-to-business (“C2B”) payments. We believe we are well positioned to further drive the healthcare industry’s adoption of convenient and cost-saving payment processes through our comprehensive network of payers and providers.12

~~• B2B Payment Solutions: We offer payers~~ and ~~providers~~claims ~~the~~processing ~~ability to distribute and receive payments in the most efficient manner via electronic funds transfer~~platform, ~~direct~~fully ~~payment~~delegated, ~~card~~licensed third-~~based~~party oradministration ~~check.~~and WeUtilization ~~also~~Review ~~assist~~Accreditation ~~our~~Commission ~~customers~~(“URAC”) inaccredited ~~automating~~clinical ~~these~~support ~~processes~~services.

•oNetwork ~~C2B~~Development ~~Payment~~and ~~Solutions~~Physician Recruiting: We help ~~providers~~commercial ~~efficiently~~payers ~~bill consumers~~ and ~~offer~~managed ~~consumer-friendly~~care ~~options~~organizations tosuccessfully ~~help~~develop, ~~reduce~~manage, ~~bad~~and ~~debt~~scale ~~while~~clinically ~~enhancing~~integrated ~~the~~networks ~~consumer billing~~ and ~~payment~~IPA ~~experience~~networks.

•oRisk ~~Data~~Management ~~Solutions~~and Population Health Services: We ~~help~~enable ~~payers,~~ providers, ~~life~~to ~~sciences~~drive ~~companies,~~growth and ~~commercial~~improve ~~data~~margin ~~providers~~performance ~~address~~under ~~increasing~~all ~~demands~~value-based ~~for~~payment ~~data~~models, toranging ~~support~~from ~~analytical~~capitation ~~needs related~~ to ~~performance~~shared ~~improvement,~~savings ~~consumer engagement, and value-based care~~programs.

•oThird-Party ~~Data Platform~~Administration: We ~~enable~~provide ~~our~~fully ~~customers~~delegated, tolicensed ~~acquire~~third-party ~~and~~administration ~~aggregate~~services ~~clinical,~~that ~~financial,~~enable ~~and~~risk-bearing ~~operational~~providers ~~data~~and ~~from~~payers ~~across~~to ~~the~~reduce ~~care continuum, analyze~~ the ~~data~~burden ~~and~~of ~~make~~foundational ithealth ~~available~~plan ~~through~~administration, ~~applications~~allowing orfor ~~via~~greater ~~direct~~focus ~~feeds~~on tostrategic aactivities ~~customer’s~~such ~~existing~~as ~~enterprise~~new ~~data~~product ~~warehouse~~development and ~~other~~member ~~analytics systems~~engagement.

•oBusiness ~~Data~~Process ~~Commercialization~~as a Service (“BPaaS”): WeAt ~~provide~~the ~~de-identified~~core ~~data~~of ~~feeds~~our ~~informed~~BPaaS bysolution ~~regulatory~~is our CMS compliant, ~~formats~~real-time benefits administration and ~~create~~claims ~~applications~~processing platform for all lines of business built entirely on contemporary technology. Our platform offers unlimited flexibility in defining benefit plans, provider contracts, and ~~tools~~core ~~directly~~business ~~for~~processes ~~customers~~using or“healthcare ~~via~~business ~~third~~rules” ~~party~~language ~~channel~~that ~~partners~~can be read and written by non-technical people.‎

•Communications ~~Data~~and ~~Science~~Payment ~~as a Service~~Services: We provide ~~secure~~communication ~~access to de-identified, patient-level claims data—including diagnoses~~ and ~~care~~payment ~~prescriptions—along~~solutions ~~with~~for ~~social~~payers, ~~determinants of health~~providers, ~~behavioral~~channel ~~health,~~partners and other ~~novel~~stakeholders ~~data~~in ~~for~~the ~~customers who want privacy-compliant~~ healthcare ~~analytics at scale~~system.

14oCommunications and Payments: We help payers produce and distribute explanation of benefits, explanation of payments, checks, claims and correspondence.

~~Table~~oPatient ofBilling ~~Contents~~and Statements: For providers and channel partners, we manage patient statements and related correspondence, integrated with our digital payment solution.‎

• Pharmacy ~~Solutions~~Benefits Administration (“PBA”): WeOur ~~offer~~PBA asolutions ~~comprehensive~~provide ~~suite~~healthcare ofmanagement ~~end-to-end~~and other administrative services for pharmacy ~~solutions~~payers ~~that~~and ~~help~~state ~~streamline~~Medicaid ~~operations~~programs, as well as claims processing and ~~improve~~other ~~financial~~administrative ~~results~~solutions, ~~for~~in ~~both~~real-time, ~~independent~~according to customer benefit plan designs, and ~~chain~~present ~~pharmacies~~a cost-effective alternative to an in-house pharmacy claims adjudication system.‎

~~• Pharmacy Management~~Consulting: Our ~~scalable~~healthcare ~~pharmacy~~consulting ~~management~~solutions ~~system~~help ~~helps~~healthcare ~~our~~ customers ~~quickly~~analyze, ~~adapt~~develop toand ~~changing~~implement ~~market~~business and ~~business~~technology ~~requirements~~strategies ~~with~~that ~~configurable~~are ~~workflows~~designed ~~and~~to ~~dispensing~~align ~~rules~~with ~~that~~healthcare ~~streamline~~trends ~~in-store processes~~ and ~~improve~~overall ~~staff~~business ~~efficiency~~goals.

~~• Pharmacy Network:~~ Our network helps pharmacies submit claims to any third-party processor; perform custom claims; edit claims that suit unique pharmacy requirements; streamline eligibility checks with access to coverage information for more than 270 million individuals; and reduce the financial burden of co-pays and medication adherence while driving revenue.Customers

•We ~~Revenue~~generally ~~Cycle~~provide ~~Management:~~solutions ~~Our~~to ~~modular~~payer ~~pharmacy~~and ~~revenue~~provider ~~cycle~~customers ~~management~~on ~~suite~~a ~~offers~~per ~~tools~~transaction, ~~for~~per ~~third-party~~document, ~~submission~~per ~~and~~communication, ~~reconciliation;~~per ~~outsourced~~member ~~“chasing~~per ~~claims”~~month, ~~contract~~per ~~management~~provider per month, ~~appeal~~monthly flat-fee, contingent ~~submission~~fee, or hourly fee, and ~~tracking~~software ~~services~~license, with recurring maintenance fee, basis. Our customer contracts are generally one to three years in term and automatically renew for successive annual terms unless terminated.

~~• Pharmacy Analytics~~Payers: WeThe ~~help~~payer ~~pharmacies~~market ~~drive~~primarily ~~real-time,~~consists ~~point-~~of~~-sale~~ ~~actions~~national ~~that~~commercial ~~enhance~~insurers, ~~revenue~~regional ~~with~~private ~~robust~~insurers, ~~analytics~~BlueCross ~~that~~Blue ~~reveal~~Shield ~~insights~~plans, ~~into~~Medicare/Medicaid ~~all~~plans, ~~areas~~provider-sponsored ofpayers, ~~their~~third ~~business—from~~party ~~chain~~administrators, toemerging ~~individual~~technology ~~store—with~~and ~~visualizations,~~data-driven ~~dashboards,~~health plans and ~~reports~~other ~~for~~specialty ~~monitoring~~health ~~business~~benefits ~~operations,~~insurers. ~~improving~~We ~~margins,~~are ~~minimizing~~directly ~~costs/risks,~~connected to their workflows and ~~supporting~~administrative ~~health~~and clinical systems and ~~wellness~~provide ~~initiatives~~products and services to nearly all payers.

~~Technology-Enabled~~Providers: ~~Services~~The provider market is comprised of hospitals and health systems, physician practices, dentists, pharmacies, skilled nursing facilities, home health agencies, telehealth providers, senior care facilities, laboratories, and other healthcare providers. We currently have contractual or submitter relationships with these providers, directly or through our channel partners.

•Our ~~Revenue~~Competition ~~Cycle Management: We have a demonstrated ability to help improve collections, optimize operational efficiency, and enhance patient experience.~~

•We ~~Patient~~compete ~~Access~~on ~~Services:~~the Webasis ~~enable~~of ~~health~~the ~~systems~~breadth and ~~physician~~functionality ~~practices~~of tothe ~~provide~~solutions awe ~~broad~~offer ~~range~~on ofboth ~~patient~~an ~~access~~integrated ~~services~~and tomodular ~~their~~basis, ~~patients.~~the Wereturn ~~leverage~~on ~~call~~investment ~~center~~realized ~~technology~~by ~~with~~our ~~the~~customers ~~flexibility~~from toour ~~utilize~~solutions, ~~EHR~~our ~~and~~value ~~practice~~proposition ~~management~~and ~~capabilities,~~our ~~providing~~pricing amodels. ~~single~~Our ~~source~~solutions ofcompete ~~accountability~~ with: ~~reporting and continuous quality monitoring.~~

•Healthcare ~~Revenue~~transaction ~~Integrity~~processing ~~Services~~companies, ~~and~~including ~~Consulting:~~those ~~Our~~providing ~~Revenue~~electronic ~~Integrity~~data ~~services~~interchange ~~help~~(“EDI”) ~~providers~~services ~~mitigate~~and/or ~~risk,~~internet-based services and ~~include~~those ~~charge~~providing ~~audit~~ services, ~~coding~~through ~~augmentation,~~other ~~coding quality audit~~means, ~~clinical~~such ~~documentation~~as ~~improvement~~paper ~~staffing,~~ and ~~compliance~~fax; ~~review.~~

•Healthcare ~~Hospital~~information ~~Reimbursement~~system ~~Management~~vendors ~~Services~~that ~~and~~support ~~Physician~~providers ~~Revenue~~or ~~Cycle~~payers ~~Management~~with ~~Services:~~their Werevenue ~~deliver billing~~ and ~~accounts~~payment ~~receivable~~cycle management, toimaging ~~address government~~usage, ~~commercial,~~retrieval and ~~self-pay~~management, ~~payments~~capacity ~~for~~and ~~hospitals,~~resource ~~health systems~~management, ~~independent~~ and ~~hospital-employed~~clinical ~~physician~~information ~~practices~~exchange processes, ~~fire~~including physician and ~~emergency~~dental ~~medical~~practice ~~service agencies~~management, ~~and~~hospital ~~other healthcare organizations~~information, ~~such~~imaging asand ~~independent~~workflow solutions and ~~hospital-employed~~EHR ~~laboratories.~~vendors;

•IT ~~Practice Management: We provide turnkey oversight~~ and ~~operations~~healthcare ~~services~~consulting ~~for~~service ~~hospital-employed~~providers; physicians and independent group practices handling a broad scope of administrative tasks including accounting, billing, collections, human resources, scheduling, finance, and managed care contracting.

•Healthcare ~~Value-Based~~insurance ~~Care~~companies, ~~Enablement~~pharmacy ~~Services:~~benefit Wemanagement ~~provide~~and apharmacy ~~broad~~benefit ~~scope~~administrator ~~of technologies~~companies, ~~tools~~hospital ~~and~~management ~~services~~companies ~~ranging from consulting~~ and ~~project~~pharmacies ~~support to full turn-key operations~~ that ~~enable~~provide ~~providers,~~or ~~payers,~~are ~~accountable~~developing ~~care~~electronic ~~organizations,~~transaction and ~~government agencies to succeed in the transition from fee-for-service reimbursement to~~ payment ~~models~~distribution ~~that reward high-quality and cost-effective care.~~

~~• Network Development and Physician Recruiting: We help commercial payers and managed care organizations successfully develop, manage, and scale clinically integrated networks.~~13

•services ~~Risk~~for ~~Management~~use ~~and~~by ~~Population Health Services: We enable~~ providers ~~to drive growth~~ and/or ~~improve~~by ~~margin~~their ~~performance~~members ~~under~~and ~~all~~customers; ~~value-based payment models, ranging from capitation to shared savings programs.~~

15Healthcare payments and communication solutions providers, including financial institutions and payment processors that have invested in healthcare data management assets, and print and mail vendors;

~~Table~~Healthcare ofeligibility ~~Contents~~and enrollment services companies;

•Healthcare ~~Third-Party~~payment ~~Administration:~~accuracy Wecompanies; provide fully delegated, licensed third-party administration services that enable risk-bearing providers and payers to reduce the burden of foundational health plan administration, allowing for greater focus on strategic activities such as new product development and member engagement.

•Healthcare ~~Business~~engagement ~~Process as a Service (“BPaaS”): At the core of our BPaaS solution is our CMS compliant, real-time benefits administration~~ and ~~claims~~transparency processing platform for all lines of business built entirely on contemporary technology. Our platform offers unlimited flexibility in defining benefit plans, provider contracts, and core business processes using “healthcare business rules” language that can be read and written by non-technical people.companies;

•Healthcare ~~Communications~~billing and ~~Payment~~coding ~~Services:~~services Wecompanies; ~~provide communication and payment solutions for payers, providers, channel partners and other stakeholders in the healthcare system.~~

•Providers ~~Communications~~of ~~and~~other ~~Payments:~~data Weproducts ~~help~~and ~~payers~~data ~~produce~~analytics ~~and~~solutions, ~~distribute~~including ~~explanation~~healthcare ofrisk ~~benefits~~adjustment, ~~explanation~~quality, ofeconomic ~~payments,~~statistics ~~checks,~~and ~~claims~~other data; and ~~correspondence.~~other data and analytics solutions; and

•Licensors ~~Patient~~of ~~Payment Solutions: We offer providers patient~~de-~~facing,~~identified ~~digital~~healthcare ~~payment solutions to collect patient self-pay obligations~~information.

•In ~~Patient~~some ~~Billing~~cases, ~~and~~we ~~Statements:~~also ~~For~~compete ~~providers~~with ~~and~~certain ~~channel~~of ~~partners,~~our customers who provide some of the same solutions that we ~~manage~~offer, ~~patient~~as ~~statements~~well as with alliances formed by our competitors. In addition, certain major software, hardware, information systems and ~~related~~business ~~correspondence~~process outsourcing companies, ~~integrated~~both with ~~our~~and ~~digital~~without ~~payment~~healthcare ~~solution~~companies as their partners, offer or have announced their intention to offer competitive products or services.

•Regulatory ~~Payment and Claims Automation: We provide payment and claims automation solutions that facilitate, expedite, and automate payment processing and posting activities.~~Matters

•Substantially ~~Pharmacy~~all ~~Benefits~~of ~~Administration~~our ~~(“PBA”):~~business ~~Our~~is ~~PBA~~directly ~~solutions~~or ~~provide~~indirectly related to the healthcare ~~management~~industry and ~~other~~is ~~administrative~~affected ~~services~~by ~~for~~changes ~~pharmacy~~in ~~payers~~the healthcare industry, including regulatory changes and ~~state~~fluctuations ~~Medicaid~~in ~~programs~~healthcare spending. In the U.S. and other countries, asthe ~~well~~healthcare asindustry ~~claims~~is ~~processing~~highly regulated and subject to frequently changing political, legislative, regulatory and other ~~administrative~~influences. ~~solutions~~Although some regulatory requirements do not directly apply to our operations, inthese ~~real~~requirements affect the business of our payer and provider customers and the demand for our solutions. We also may be impacted by non-~~time~~healthcare laws, ~~according~~requirements toand ~~customer~~industry ~~benefit~~standards. ~~plan~~For ~~designs~~example, banking and ~~present~~financial services industry regulations and privacy and data security regulations may impact our operations as a ~~cost-effective~~result ~~alternative~~of tothe anelectronic ~~in-house~~payment ~~pharmacy~~and ~~claims~~remittance ~~adjudication~~services ~~system~~we offer directly or through third-party vendors.

•We ~~Consulting:~~are ~~Our~~subject ~~healthcare~~to ~~consulting~~a ~~solutions~~number ~~help~~of ~~healthcare~~U.S. ~~customers~~federal, ~~analyze~~state, ~~develop~~local and ~~implement~~foreign laws and regulations that involve matters central to our business. Failure to satisfy those legal and ~~technology~~regulatory ~~strategies~~requirements, ~~that~~or the adoption of new laws or regulations, could have a significant negative impact on our results of operations, financial condition or liquidity. U.S. federal, state, local and foreign laws and regulations are ~~designed~~evolving and can be subject to ~~align~~significant change. In addition, the application and interpretation of these laws and regulations are often uncertain. These laws are enforced by federal, state and local regulatory agencies in the jurisdictions where we operate, and in some instances also through private civil litigation. For a discussion of the risks and uncertainties affecting our business related to compliance with federal, state and other laws and regulations and other requirements, see “Risk Factors—Risks Related to Government Regulation and other Legal Risks—Recent and future developments in the healthcare ~~trends~~industry could have a material adverse impact on our business, results of operations or financial condition,” “Risk Factors—Risks Related Government Regulation and ~~overall~~other Legal Risks —Government regulation, industry standards and other requirements create risks and challenges with respect to our compliance efforts and our business ~~goals~~strategies,” and “Risk Factors—Risks Related to Government Regulation and other Legal Risks —We are unable to predict what changes to laws, regulations and other requirements, including related contractual obligations, might be made in the future or how those changes could affect our business or the costs of compliance.”

~~Our~~Examples ~~Customers~~ of the most significant of these laws include, but are not limited to, the following:

WeHIPAA ~~generally~~Privacy ~~provide solutions to payer~~ and ~~provider~~Security ~~customers~~Requirements on a per transaction, per document, per communication, per member per month, per provider per month, monthly flat-fee, contingent fee, or hourly fee, and software license, with recurring maintenance fee, basis. Our customer contracts are generally one to three years in term and automatically renew for successive annual terms unless terminated.

•There ~~Payers:~~are ~~The~~numerous ~~payer~~federal ~~market~~and ~~primarily~~state ~~consists~~laws and regulations related to the privacy and security of ~~national~~health ~~commercial~~information. ~~insurers~~In particular, ~~regional~~regulations ~~private~~promulgated ~~insurers,~~pursuant ~~BlueCross~~to ~~Blue~~the ~~Shield~~Health ~~plans~~Insurance Portability and Accountability Act of 1996, ~~Medicare/Medicaid~~as ~~plans~~amended by the Health Information Technology for Economic and Clinical Health Act of 2009 (“HITECH Act”) and more recent laws such as the 21st Century Cures Act (the “Cures Act”) (Public Law 114-255), ~~provider~~and Public Law 116-~~sponsored~~321 ~~payers,~~(the ~~third~~laws ~~party~~and ~~administrators~~regulations collectively, ~~emerging~~“HIPAA”) ~~technology~~establish privacy and ~~data-driven~~security ~~health~~standards ~~plans~~that limit the use and ~~other~~disclosure ~~specialty~~of certain individually identifiable health ~~benefits~~information ~~insurers~~(known as “protected health information”). WeHIPAA ~~are~~requires ~~directly~~the ~~connected~~implementation toof ~~their~~administrative, ~~workflows~~physical and ~~administrative~~technological safeguards to protect the privacy of protected health information and ~~clinical~~ensure ~~systems~~the confidentiality, integrity and availability of electronic protected health information. The privacy regulations established under HIPAA also provide ~~products~~patients with rights related to understanding and controlling how their protected health information is used and disclosed. As a provider of services to ~~nearly~~entities ~~all~~subject ~~payers~~to HIPAA, we are directly subject to certain provisions of the regulations as a “Business Associate.” We are also directly subject to the HIPAA privacy and security regulations as a “Covered Entity” with respect to our operations as a healthcare clearinghouse.

•HIPAA ~~Providers:~~requires ~~The~~us ~~provider~~to ~~market~~enter isinto ~~comprised~~written ofagreements ~~hospitals~~with ~~and~~certain ~~health systems~~contractors, ~~physician~~known ~~practices,~~as ~~dentists,~~business ~~pharmacies~~associates or subcontractors, ~~skilled~~to ~~nursing~~whom ~~facilities,~~we ~~home~~may disclose protected health ~~agencies,~~information. ~~telehealth~~Covered ~~providers,~~Entities ~~senior~~and ~~care~~Business ~~facilities,~~Associates ~~laboratories~~may be subject to penalties for, ~~and~~among other ~~healthcare~~activities, ~~providers.~~failing Weto ~~currently~~enter ~~have~~into ~~contractual~~a Business Associate Agreement where required by law or ~~submitter~~as ~~relationships~~a ~~with~~result ~~these~~of ~~providers~~a business associate violating HIPAA. When acting as a Business Associate under HIPAA, ~~directly~~to orthe ~~through~~extent permitted by applicable privacy regulations and contracts and associated Business Associate Agreements with our ~~channel~~customers, ~~partners.~~we are permitted to use and disclose

16 14

~~Table~~protected health information to perform our services and for other limited purposes, but other uses and disclosures, such as marketing communications, require written authorization from the patient or must meet an exception specified under the privacy regulations. To the extent we are permitted to de-identify protected health information and use de-identified information for our purposes, determining whether such protected health information has been sufficiently de-identified to comply with the HIPAA privacy standards and our contractual obligations can require complex factual and statistical analyses and is subject to interpretation and judgment. To the extent we are permitted to provide data aggregation services relating to the healthcare operations of ~~Contents~~a Covered Entity, such services must meet HIPAA’s requirements and contractual obligations.

~~Our~~Other ~~Competition~~Privacy and Security Requirements

WeIn ~~compete~~addition onto HIPAA, there are numerous other U.S. federal and state laws as well as international laws that govern the ~~basis~~collection, processing, storage, dissemination, use, access to, transfer, destruction and confidentiality of ~~the~~personal ~~breadth~~information. Certain federal and ~~functionality~~state laws protect types of personal information that may be viewed as particularly sensitive. For example, the ~~solutions~~Confidentiality weof ~~offer~~Substance onUse ~~both~~Disorder Patient Records (42 C.F.R. Part 2) is a federal law that protects information that would reveal if an ~~integrated~~individual has or had a substance use disorder. Similarly, New York’s Public Health Law, Article 27-F protects information that could reveal confidential HIV-related information about an individual. Some states have enacted or are considering new laws and ~~modular~~regulations ~~basis~~that would further protect this information, such as the ~~return~~California ~~on investment~~Consumer ~~realized~~Privacy byAct ~~our~~of ~~customers~~2018, ~~from~~the ~~our~~California ~~solutions~~Privacy Rights Act of 2020, the ~~size~~Virginia ~~and~~Consumer ~~reach~~Data Protection Act of ~~our~~2021, ~~network~~the Colorado Privacy Act of 2021 and the Utah Consumer Privacy Act of 2022, ~~our~~which ~~value~~have ~~proposition~~built upon and ~~our~~are ~~pricing~~more ~~models~~stringent in many respects than previous state laws in effect in the U.S. ~~Our~~In ~~solutions~~many ~~compete~~cases, state laws are more restrictive than, and not preempted by, HIPAA, and may allow personal rights of action with: respect to privacy or security breaches, as well as fines. State laws are contributing to increased enforcement activity and may also be subject to interpretation by various courts and other governmental authorities. Further, Congress and a number of states have considered prohibitions or limitations on the disclosure of personal and other information to individuals or entities located outside of the U.S. The U.S. Congress is also currently considering a generally applicable national privacy law that may supplant such states’ comprehensive consumer privacy laws.

•There ~~Healthcare~~also ~~transaction~~are ~~processing~~numerous ~~companies~~international privacy and security laws that govern the collection, ~~including~~dissemination, ~~those~~use, ~~providing~~access, ~~electronic~~retention, ~~data~~protection, ~~interchange~~transfer and confidentiality of personal information. For example, the EU General Data Protection Regulation (“~~EDI~~GDPR”), ~~services~~which became effective on May 25, 2018 (and~~/or~~ ~~internet-based~~the ~~services~~United Kingdom equivalent, the “UK GDPR”, implemented after the United Kingdom’s exit from the EU), is more stringent than laws and ~~those~~regulations ~~providing~~governing ~~services~~personal ~~through~~information ~~other~~in ~~means~~the U.S. Certain of our solutions involve the transmission and storage of customer data in various jurisdictions, ~~such~~which assubjects ~~paper~~the operation of that service to privacy or data protection laws and ~~fax;~~regulations in those jurisdictions as well as the regulations regarding international transfers of personal information under such laws.

•Data ~~Healthcare~~Protection ~~information system vendors that support providers or payers with their revenue~~ and payment cycle management, imaging usage, retrieval and management, capacity and resource management, and clinical information exchange processes, including physician and dental practice management, hospital information, imaging and workflow solutions and EHR vendors;Breaches

•Every ITstate requires holders of personal information to maintain safeguards and ~~healthcare~~take ~~consulting~~certain ~~service~~actions ~~providers;~~in response to a data breach, such as providing prompt notification of the breach to affected individuals or the state’s attorney general. In some states, these laws are limited to electronic data, but states increasingly are enacting or considering stricter and broader requirements. Additionally, HIPAA imposes certain notification requirements on both Covered Entities and Business Associates. In certain circumstances involving large breaches, requirements may even involve notification to the media. A non-permitted use or disclosure of protected health information is presumed to be a breach under HIPAA unless the Covered Entity or Business Associate establishes that there is a low probability the information has been compromised consistent with requirements enumerated in HIPAA.

•Further, ~~Healthcare~~the ~~insurance~~Federal ~~companies,~~Trade ~~pharmacy~~Commission ~~benefit~~(“FTC”) ~~management~~has prosecuted certain data breach cases as unfair and ~~pharmacy~~deceptive ~~benefit~~acts ~~administrator~~or ~~companies~~practices under the Federal Trade Commission Act. In addition, ~~hospital~~by ~~management~~regulation, ~~companies~~the ~~and~~FTC ~~pharmacies~~requires ~~that~~creditors, ~~provide~~which ormay ~~are~~include ~~developing~~some ~~electronic~~of ~~transaction~~our ~~and~~customers, ~~payment~~to ~~distribution~~implement ~~services~~identity ~~for~~theft ~~use~~prevention byprograms ~~providers~~to detect, prevent and~~/or~~ bymitigate ~~their~~identity ~~members~~theft in connection with customer accounts. Although Congress passed legislation that restricts the definition of “creditor” and exempts many healthcare providers from complying with this identity theft prevention rule, we may be required to apply additional resources to our existing processes to assist our affected customers; in complying with this rule.

•HIPAA ~~Healthcare~~Transaction ~~payments~~ and ~~communication~~Identifier ~~solutions providers, including financial institutions and payment processors that have invested in healthcare data management assets, and print and mail vendors;~~Standards

•HIPAA ~~Healthcare~~and our implementing regulations mandate format and data content standards and provider identifier standards (known as the National Provider Identifier) that must be used in certain electronic transactions, such as claims, payment advice and eligibility inquiries. HHS has established standards that health plans must use for electronic fund transfers with providers, has established operating rules for certain transactions, and ~~enrollment~~is ~~services~~in ~~companies;~~the process of establishing operating rules to promote uniformity in the implementation of the remaining types of covered transactions. The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (collectively, the “ACA”) also requires HHS to establish standards for health claims attachment transactions. HHS has modified the standards for electronic healthcare transactions (e.g., eligibility, claims submission and payment and electronic remittance) from Version 4010/4010A to Version 5010, except for certain retail pharmacy transactions, which use National Council for Prescription Drug Programs standards for pharmacy and supplier transactions and

~~• Healthcare payment accuracy companies;~~15

•Medicaid ~~Healthcare~~subrogation. ~~engagement~~Further, as of 2015, HHS requires the use of updated standard code sets for diagnoses and ~~transparency~~procedures. ~~companies;~~Enforcement of compliance with these standards falls under HHS and is carried out by CMS.

•Anti-Kickback ~~Healthcare~~Laws ~~billing~~ and ~~coding~~Anti-Referral ~~services companies;~~Laws

•A ~~Providers~~number of federal and state laws govern patient referrals, financial relationships with physicians and other ~~data~~referral ~~products~~sources and ~~data~~inducements ~~analytics~~to ~~solutions~~providers and patients, including restrictions contained in amendments to the Social Security Act, commonly known as the federal Anti-Kickback Statute (“AKS”). The AKS prohibits any person or entity from offering, paying, soliciting or receiving, directly or indirectly, anything of value with the intent of generating referrals of items or services covered by Medicare, Medicaid or other federal healthcare ~~risk~~programs. ~~adjustment~~Courts have interpreted the law to provide that a financial arrangement may violate this law if any one of the purposes of an arrangement is to encourage patient referrals or other federal healthcare program business, ~~quality~~regardless of whether there are other legitimate purposes for the arrangement. Violation of the AKS is a felony, ~~economic~~and ~~statistics~~penalties for AKS violations can be severe, and ~~other~~include ~~data;~~imprisonment, criminal fines, civil penalties with treble damages (when the federal False Claims Act (“FCA”) is implicated) and exclusion from participation in federal healthcare programs. The ACA broadened the reach of the AKS by amending the intent requirement, such that a person or entity no longer needs to have actual knowledge of the AKS or specific intent to violate it in order to have committed a violation. In addition, as further discussed below, the ACA provided that the government may assert that a claim which includes items or services resulting from a violation of the AKS constitutes a false or fraudulent claim for purposes of the FCA, as well as restrictions contained in amendments to the Social Security Act, commonly known as the federal Civil Monetary Penalties Law (“CMP”). The AKS contains a limited number of exceptions, and the Office of the Inspector General (“OIG”) of HHS has created regulatory safe harbors to the AKS. Activities that comply with a safe harbor are deemed protected from prosecution under the AKS. Failure to meet a safe harbor does not automatically render an arrangement illegal under the AKS. The arrangement, however, does risk increased scrutiny by government enforcement authorities, based on the particular facts and circumstances. Our contracts and other ~~data~~arrangements may not meet an exception or a safe harbor. Additionally, many states have similar anti-kickback laws that are not necessarily limited to items or services for which payment is made by a federal or state healthcare program. In addition, federal laws restricting certain physician self-referrals (also known as the “Stark Law”), as well as state counterparts, may prohibit payment for patient referrals, patient brokering, remuneration of patients, or billing based on referrals between individuals or entities that have various financial, ownership, or other business relationships with physicians or other healthcare providers. The Stark Law is very complex, and ~~analytics~~state ~~solutions;~~anti-referral laws vary widely. As noted below, to the extent we undertake billing and coding for designated health services, such activities may be subject to the Stark Law.

•False ~~Licensors~~or ofFraudulent ~~de-identified~~Claim ~~healthcare~~Laws; ~~information.~~Medical Billing and Coding

InMedical ~~some cases~~billing, wecoding ~~also~~and ~~compete~~collection ~~with~~activities ~~certain~~are ofgoverned ~~our~~by ~~customers~~numerous ~~who~~federal and state civil and criminal laws, regulations, and sub-regulatory guidance. We provide ~~some~~billing ofand ~~the~~coding ~~same~~services, claims processing and other solutions to providers that werelate ~~offer~~to, asor ~~well~~directly asinvolve, ~~with~~the ~~alliances formed~~reimbursement of health services covered by ~~our~~Medicare, ~~competitors~~Medicaid, other federal and state healthcare programs and private payers. In addition, as part of our data transmission and claims submission services, we may employ certain ~~major~~edits, ~~software~~using logic, ~~hardware~~mapping and defaults, when submitting claims to third-party payers. Such edits are utilized when the information ~~systems~~received from providers is insufficient to complete individual data elements requested by payers. We also provide solutions including risk analytics, chart reviews, payment accuracy, audit functions and ~~business~~enrollment ~~process~~and ~~outsourcing~~eligibility, ~~companies~~to Medicaid and Medicare managed care plans, ~~both~~commercial plans and other entities. These solutions, which include identifying diagnosis codes with respect to hierarchical condition categories, impact the amounts paid by Medicare and ~~without~~Medicaid ~~healthcare~~to ~~companies~~managed ascare ~~their~~plans. ~~partners~~In addition, some solutions we offer orto ~~have~~customers ~~announced~~enable ~~their~~customers ~~intention~~to certify to ~~offer competitive~~compliance ~~products~~with certain requirements and standards, such as Promoting Interoperability Program requirements. We rely on our customers to provide us with accurate and complete information and to appropriately use analytics, codes, reports and other information in connection with the solutions we provide to them, but they may not always do so. As a result of these aspects of our business, we may be subject to, or ~~services~~contractually required to comply with, numerous federal and state laws that prohibit false or fraudulent claims including but not limited to the FCA, the CMP, and state equivalents.

~~Regulatory~~In ~~Matters~~addition, the FCA prohibits the knowing submission of false claims or statements to the federal government, including to the Medicare and Medicaid programs. The FCA also contains qui tam, or whistleblower provisions, which allow private individuals to sue on behalf of the federal government alleging that the defendant has defrauded the federal government.

~~Substantially~~Exclusion ~~all~~from ofParticipation ~~our business is directly or indirectly related to the healthcare industry and is affected by changes~~ in ~~the~~Government ~~healthcare industry,~~Healthcare including regulatory changes and fluctuations in healthcare spending. In the U.S. and other countries, the healthcare industry is highly regulated and subject to frequently changing political, legislative, regulatory and other influences. Although some regulatory requirements do not directly apply to our operations, these requirements affect the business of our payer and provider customers and the demand for our solutions. We also may be impacted by non-healthcare laws, requirements and industry standards. For example, banking and financial services industry regulations and privacy and data security regulations may impact our operations as a result of the electronic payment and remittance services we offer directly or through third-party vendors. Programs

We are also subject to athe ~~number~~exclusion rules of ~~U.S.~~the ~~federal, state,~~OIG ~~local~~whereby individuals and ~~foreign~~entities ~~laws~~convicted ~~and~~of ~~regulations~~program-related ~~that~~crimes ~~involve~~are ~~matters~~excluded ~~central~~from toparticipation ~~our~~in ~~business~~the Medicare and Medicaid programs. ~~Failure~~A tocompany ~~satisfy~~that ~~those~~employs ~~legal~~or contracts with an OIG-excluded individual and ~~regulatory~~submits ~~requirements~~a claim for reimbursement to a federal healthcare program, or ~~the~~causes ~~adoption~~such ofa ~~new~~claim ~~laws~~to orbe ~~regulations~~submitted, ~~could~~may ~~have~~itself abe excluded or may be subject to significant ~~negative~~penalties ~~impact~~under onthe ~~our results~~CMP, ofplus ~~operations~~treble damages, ~~financial~~for ~~condition~~each item or ~~liquidity.~~service Ufurnished during the period in which the individual or entity was excluded.S. ~~federal,~~A ~~state,~~company ~~local~~contracting ~~and~~with ~~foreign~~providers ~~laws~~has an affirmative duty to check the exclusion status of individuals and ~~regulations~~entities ~~are~~prior ~~evolving~~to entering into employment or contractual relationships and ~~can~~periodically bere-check ~~subject~~thereafter, toor ~~significant~~run ~~change~~the risk of liability under the CMP.

17 16

~~Table~~FDA and International Regulation of ~~Contents~~Medical Software

InCertain ~~addition,~~of our products are classified as medical devices and are subject to regulation by the ~~application~~Food and ~~interpretation~~Drug ofAdministration ~~these~~(“FDA”) ~~laws~~and numerous other federal, state and ~~regulations~~foreign ~~are~~governmental ~~often~~authorities. ~~uncertain~~In the U.S., ~~These~~the ~~laws~~FDA ~~are~~permits ~~enforced~~commercial bydistribution ~~federal~~of a new medical device after the device has received clearance under Section 510(k) of the Federal Food, ~~state~~Drug and ~~local~~Cosmetic ~~regulatory~~Act ~~agencies~~(“FDCA”), inor is the ~~jurisdictions where~~subject weof ~~operate~~an approved premarket approval application, unless the device is specifically exempt from those requirements. Moreover, the FDA has increasingly focused on the regulation of medical software and inhealth ~~some~~information ~~instances~~technology ~~also~~products ~~through~~as ~~private~~medical ~~civil~~devices ~~litigation~~under the FDCA. For aexample, ~~discussion~~in ofFebruary 2015, the ~~risks~~FDA issued guidance to inform manufacturers and ~~uncertainties~~distributors ~~affecting~~of ~~our~~medical ~~business~~device ~~related~~data systems that it did not intend to enforce compliance with ~~federal~~regulatory controls that apply to medical device data systems, ~~state~~medical ~~and~~image ~~other~~storage ~~laws~~devices, and ~~regulations~~medical ~~and~~image ~~other~~communication ~~requirements~~devices. The Cures Act, ~~see~~ ~~“Risk~~enacted ~~Factors—Risks~~in ~~Related~~December 2016, builds on the FDA’s efforts to ~~Government~~limit ~~Regulation~~the ~~and~~regulation ~~other~~of ~~Legal~~low-risk ~~Risks—Recent~~medical ~~and~~devices ~~future~~by ~~developments~~exempting incertain ~~the~~categories ~~healthcare~~of ~~industry~~software ~~could~~functions ~~have~~from athe ~~material~~definition ~~adverse~~of ~~impact~~“medical ondevice” ~~our~~under ~~business~~the FDCA, ~~results~~including software functions intended for administrative support of ~~operations~~a orhealthcare ~~financial condition,”~~facility ~~“Risk~~and ~~Factors—Risks~~certain ~~Related~~functions ~~Government~~related ~~Regulation~~to the exchange and ~~other~~use ~~Legal~~of ~~Risks~~electronic ~~—Government~~medical ~~regulation~~records. However, ~~industry~~a ~~standards~~software ~~and~~function ~~other~~may ~~requirements~~not ~~create~~be ~~risks~~excluded ~~and~~from ~~challenges~~the ~~with~~device ~~respect~~definition toif ~~our~~the ~~compliance~~FDA ~~efforts~~determines ~~and our~~that ~~business~~use ~~strategies,”~~of ~~and~~the ~~“Risk~~software ~~Factors—Risks~~function ~~Related~~would be reasonably likely to ~~Government~~have ~~Regulation~~serious ~~and~~adverse ~~other~~health ~~Legal~~consequences. ~~Risks~~As ~~—We~~a ~~are~~result ~~unable~~of tothe ~~predict~~Cures ~~what~~Act, the FDA updated or issued new guidance documents that reflect changes to ~~laws,~~the ~~regulations~~agency’s ~~and~~pre-Cures ~~other~~Act ~~requirements~~medical software policies. For example, ~~including~~the ~~related~~FDA ~~contractual obligations~~revised the medical device data systems guidance to clarify that software functions that are solely intended to transfer, ~~might~~store, beconvert ~~made~~formats, inand ~~the~~display ~~future~~medical ordevice ~~how~~data ~~those~~and ~~changes~~results ~~could~~are ~~affect~~not ~~our~~devices ~~business~~and orare ~~the~~not ~~costs~~subject ofto ~~compliance.”~~FDA regulatory requirements.

~~Examples~~Foreign of governmental authorities that regulate the ~~most~~manufacture ~~significant~~and sale of medical devices have become increasingly stringent and, where we sell our medical device solutions internationally, we are subject to international regulation regarding these medical device solutions. For example, in May 2017, the European Union (“EU”) Medical Devices Regulation (“MDR”) (Regulation 2017/745) was adopted and, after an amendment in April 2020, the MDR came into effect in May 2021. The MDR repeals and replaces the EU Medical Devices Directive. Unlike directives, which must be implemented into the national laws ~~include~~of the EU Member States, ~~but~~the ~~are~~MDR ~~not~~is ~~limited~~directly applicable in the EU Member States and on the basis of the European Economic Area (“EEA”) agreement in Iceland, Lichtenstein and Norway. The MDR, among other things, is intended to establish a uniform, transparent, predictable and sustainable regulatory framework across the ~~following~~EEA for medical devices and ensure a high level of safety and health while supporting innovation. The MDR, among other things:

~~HIPAA~~•Strengthens ~~Privacy~~the ~~and~~clinical ~~Security~~data ~~Requirements~~requirements related to medical devices;

~~There~~•Imposes ~~are~~additional ~~numerous~~scrutiny ~~federal~~during ~~and state laws and regulations related to~~ the ~~privacy~~conformity ~~and~~assessment ~~security~~procedure offor ~~health~~high ~~information.~~risk Inmedical ~~particular,~~devices; regulations promulgated pursuant to the Health Insurance Portability and Accountability Act (“HIPAA”) establish privacy and security standards that limit the use and disclosure of certain individually identifiable health information (known as “protected health information”) and require the implementation of administrative, physical and technological safeguards to protect the privacy of protected health information and ensure the confidentiality, integrity and availability of electronic protected health information. The privacy regulations established under HIPAA also provide patients with rights related to understanding and controlling how their protected health information is used and disclosed. As a provider of services to entities subject to HIPAA, we are directly subject to certain provisions of the regulations as a “Business Associate.” We are also directly subject to the HIPAA privacy and security regulations as a “Covered Entity” with respect to our operations as a healthcare clearinghouse and with respect to our clinical care visit services.

~~When~~•Imposes ~~acting~~on asmanufacturers ~~a Business Associate under HIPAA, to the extent permitted by applicable privacy regulations~~ and ~~contracts~~authorized ~~and~~representatives associated Business Associate Agreements with our customers, we are permitted to use and disclose protected health information to perform our services and for other limited purposes, but other uses and disclosures, such as marketing communications, require written authorization from the ~~patient~~obligation ~~or must meet an exception specified under the privacy regulations. To the extent we are permitted~~ to ~~de-identify~~have ~~protected~~a ~~health~~person ~~information~~responsible ~~and use de-identified information~~ for ~~our~~regulatory ~~purposes,~~compliance ~~determining~~continuously ~~whether~~at ~~such~~their ~~protected~~disposal; health information has been sufficiently de-identified to comply with the HIPAA privacy standards and our contractual obligations may require complex factual and statistical analyses and may be subject to interpretation.

~~Other~~•Requires ~~Privacy~~that authorized representatives be held legally responsible and ~~Security~~liable ~~Requirements~~for defective products placed on the EEA market jointly with the device manufacturers;

In•Reinforces ~~addition~~post tomarket ~~HIPAA,~~surveillance ~~numerous~~requirements ~~other~~applicable ~~U.S. federal and state laws govern the collection, dissemination, use, access~~ to ~~and~~CE ~~confidentiality~~marked ~~of personal~~medical ~~information.~~devices; Certain federal and state laws protect types of personal information that may be viewed as particularly sensitive. For example, the Confidentiality of Substance Use Disorder Patient Records (42 C.F.R. Part 2) is a federal law that protects information that would reveal if an individual has or had a substance abuse disorder. Similarly, New York’s Public Health Law, Article 27-F protects information that could reveal confidential HIV-related information about an individual. Some states have enacted or are considering new laws and regulations that would further protect this information, such as the California Consumer Privacy Act of 2018, which builds upon and is more stringent in many respects than other state laws currently in effect in the U.S. In many cases, state laws are more restrictive than, and not preempted by, HIPAA, and may allow personal rights of action with respect to privacy or security breaches, as well as fines. State laws are contributing to increased enforcement activity and may also be subject to interpretation by various courts and

18•Improves the traceability of medical devices throughout the supply chain to the end-user or patient through a Unique Device Identification System; and

~~Table~~•Increases transparency. Information from several databases concerning economic operators, CE Certificates of ~~Contents~~Conformity, conformity assessment, clinical investigations, the Unique Device Identification system, adverse event reporting and market surveillance will be available to the public.

~~other~~Interoperability governmental authorities. Further, Congress and a number of states have considered prohibitions or limitations on the disclosure of personal and other information to individuals or entities located outside of the U.S. The U.S. Congress is also currently considering a generally applicable national privacy law that may supplant California’s and other states’ privacy laws. Requirements

There ~~also~~is ~~are~~increasing ~~numerous~~demand ~~international~~among ~~privacy~~customers, industry groups and ~~security~~government ~~laws~~authorities that ~~govern~~healthcare IT products provided by various vendors be compatible with each other and allow for the ~~collection,~~efficient ~~dissemination,~~exchange ~~use,~~of ~~access,~~electronic ~~retention~~information. Certain federal and state agencies have developed standards regarding electronic exchange of information and interoperability, ~~protection~~which are subject to regular revision and updates, ~~transfer~~ and ~~confidentiality~~we ofneed ~~personal~~to ~~information~~modify and enhance products and services accordingly. For example, under the ~~General~~Cures ~~Data~~Act, ~~Protection~~the ~~Regulation~~ONC ~~(“GDPR”)~~within HHS developed and, ~~which~~in ~~became~~January ~~effective~~2022, onpublished ~~May 25~~the Trusted Exchange Framework: Principles for Trusted Exchange, ~~2018~~which describes a set of non-binding principles to facilitate the exchange of health information between networks. ONC also published the Common Agreement for Nationwide Health Information Interoperability in January 2022, which is ~~more~~a ~~stringent~~contract ~~than~~that ~~laws~~establishes ~~and~~a ~~regulations~~technical infrastructure model and governing ~~personal~~approach ~~information~~for users in ~~the~~ ~~U.S.~~different ~~Certain~~health ofinformation ~~our~~networks ~~solutions~~to ~~involve~~securely share clinical information. Although the ~~transmission~~Cures ~~and~~Act ~~storage~~does not make implementation of ~~customer~~the ~~data~~Trusted inExchange ~~various~~Framework ~~jurisdictions~~mandatory, ~~which~~the ~~subjects~~Cures Act encourages its adoption through the ~~operation~~establishment of a publicly available directory of networks that ~~service~~are capable of trusted exchange and by permitting federal agencies to ~~privacy~~require orimplementation ~~data~~of ~~protection~~the ~~laws~~Trusted ~~and~~Exchange ~~regulations~~Framework inby ~~those~~network ~~jurisdictions~~contractors as the contractors update their health IT or operational practices.

~~Data~~The ~~Protection~~Cures Act also encouraged interoperability through changes to EHR certification standards implemented as part of HHS’s programs to promote interoperability. In March 2020, the ONC and ~~Breaches~~CMS released final regulations concerning interoperability and information blocking. The final ONC rules address, among other things, the kinds of industry behaviors that do and do not constitute information blocking under the Cures Act and include new criteria involving exporting electronic health information and

Most states require holders of personal information to maintain safeguards and take certain actions in response to a data breach, such as providing prompt notification of the breach to affected individuals or the state’s attorney general. In some states, these laws are limited to electronic data, but states increasingly are enacting or considering stricter and broader requirements. Additionally, HIPAA imposes certain notification requirements on both Covered Entities and Business Associates. In certain circumstances involving large breaches, requirements may even involve notification to the media. A non-permitted use or disclosure of protected health information is presumed to be a breach under HIPAA unless the Covered Entity or Business Associate establishes that there is a low probability the information has been compromised consistent with requirements enumerated in HIPAA. 17

~~Further,~~standardized ~~the~~APIs ~~Federal~~for ~~Trade~~patient ~~Commission~~services. ~~(“FTC”)~~Health ~~has~~IT ~~prosecuted~~developers, ~~certain~~exchanges, ~~data~~or ~~breach~~networks ~~cases~~that asdo ~~unfair~~engage ~~and~~in ~~deceptive~~such ~~acts~~information orblocking by knowingly adopting practices ~~under~~ ~~the~~that ~~Federal~~are ~~Trade~~likely ~~Commission~~to ~~Act.~~interfere Inwith, ~~addition~~prevent, byor ~~regulation,~~materially discourage the ~~FTC~~access, ~~requires creditors~~exchange, ~~which~~or use of electronic health information, may ~~include~~be ~~some~~subject to civil monetary penalties of ~~our~~up ~~customers~~to $1 million per violation. The final CMS rule, toamong ~~implement~~other ~~identity~~things, ~~theft~~effectively ~~prevention~~mandates ~~programs~~interoperability as a condition for participating in Medicare. These new rules are not currently applicable to ~~detect~~us, ~~prevent~~but ~~and~~they ~~mitigate~~may ~~identity~~be ~~theft~~modified into ~~connection with~~become ~~customer~~applicable ~~accounts~~to us later. Also, ~~Although~~customers ~~Congress~~may ~~passed~~insist ~~legislation~~that we develop solutions that ~~restricts~~would subject us to the ~~definition~~information ofblocking ~~“creditor”~~rules, and ~~exempts~~we ~~many~~would ~~healthcare~~incur ~~providers~~costs ~~from~~in ~~complying~~developing ~~with~~those ~~this~~solutions ~~identity~~and ~~theft~~becoming ~~prevention~~compliant ~~rule,~~with wethe information blocking rules. We may also be required to ~~apply~~have ~~additional resources~~certain tosolutions ~~our~~certified ~~existing~~by ~~processes~~the toONC, ~~assist~~which ~~our~~could ~~affected~~further ~~customers~~increase indevelopment ~~complying~~costs ~~with~~and ~~this~~delay ~~rule.~~customer sales and implementations.

~~HIPAA~~Restrictions ~~Transaction~~on ~~and Identifier Standards~~ Communications

~~HIPAA~~Communications ~~and~~with our ~~implementing~~customers ~~regulations~~and ~~mandate~~our ~~format~~customers’ ~~and~~patients ~~data~~are ~~content~~subject ~~standards~~to laws and ~~provider~~regulations ~~identifier~~governing ~~standards~~communications, ~~(known~~including as the ~~National~~ ~~Provider~~Telephone ~~Identifier)~~Consumer ~~that~~Protection ~~must~~Act beof ~~used~~1991 in(the ~~certain electronic transactions~~“TCPA”), ~~such~~the asCAN-SPAM ~~claims~~Act, ~~payment advice~~ and ~~eligibility~~additional ~~inquiries.~~fax ~~HHS~~regulations ~~has~~under ~~established~~the ~~standards~~Junk ~~that~~Fax ~~health~~Act ~~plans~~and ~~must~~data ~~use~~privacy ~~for~~rules ~~electronic~~under ~~fund~~the ~~transfers~~California ~~with~~Consumer ~~providers,~~Privacy ~~has established~~Act ~~operating~~of ~~rules for certain transactions~~2018, ~~and~~as iswell inas ~~the~~potentially ~~process~~under ofnon-U.S. ~~establishing~~laws ~~operating~~that ~~rules~~regulate tocommunications ~~promote~~and ~~uniformity~~messaging inand ~~the~~that ~~implementation~~affect ofour ~~the~~operations, ~~remaining~~such ~~types~~as ofCanada’s ~~covered~~Anti-Spam ~~transactions.~~Law ~~The~~(“CASL”), ~~Patient~~GDPR, ~~Protection~~ and ~~Affordable Care Act, as amended by~~ the ~~Health~~EU’s ~~Care~~e-Privacy Directive and ~~Education~~implementing ~~Reconciliation~~member ~~Act~~state oflaws. ~~2010~~We ~~(collectively, the “ACA”)~~ also ~~requires~~use ~~HHS~~email toand ~~establish~~social ~~standards~~medial ~~for~~platforms ~~health~~as ~~claims~~marketing ~~attachment transactions~~tools. ~~HHS~~For ~~has~~example, ~~modified~~we ~~the~~maintain ~~standards~~social ~~for~~media ~~electronic~~accounts ~~healthcare transactions~~and ~~(e.g.,~~may ~~eligibility,~~occasionally ~~claims~~email ~~submission~~customers ~~and~~offers ~~payment~~ and ~~electronic~~promotions. ~~remittance)~~As ~~from~~laws ~~Version~~and ~~4010/4010A~~regulations, toincluding ~~Version~~FTC ~~5010. Further~~enforcement, asrapidly ofevolve ~~2015,~~to ~~HHS~~govern ~~requires~~ the use of ~~updated~~these ~~standard~~platforms ~~code sets for diagnoses~~ and ~~procedures.~~devices, ~~Enforcement~~we ~~of compliance~~will ~~with~~become ~~these~~subject ~~standards~~to ~~falls~~such ~~under~~laws ~~HHS~~ and ~~is carried out by CMS~~regulations.

~~Anti-Kickback~~Financial Services Related Laws, Regulations and ~~Anti-Referral~~Industry ~~Laws~~ Standards

AFinancial ~~number~~services ofand ~~federal~~electronic payment processing services are subject to numerous laws, regulations and ~~state~~industry standards. These laws ~~govern~~may ~~patient~~subject ~~referrals~~us, ~~financial~~our ~~relationships~~vendors and our customers to liability as a result of our communication and payment solutions. Although we do not act as a bank, we offer solutions that involve banks, or vendors who contract with ~~physicians~~banks and other ~~referral~~regulated ~~sources~~providers of financial services. We rely on relationships with such banks, vendors and ~~inducements~~ providers. If we fail to ~~providers~~maintain these relationships or if we maintain them under new terms that are less favorable to us, our business, results of operations or financial condition could suffer. The various payment modalities that we offer our customers directly and ~~patients~~through banks, ~~including~~vendors, ~~restrictions~~or ~~contained~~other inregulated ~~amendments~~providers tomay be deemed regulated activity at the ~~Social~~federal ~~Security~~or ~~Act~~state level, ~~commonly~~and, ~~known~~as a result, we may be affected by banking and financial services industry laws, regulations and standards, such as licensing requirements, solvency standards, reporting and disclosure obligations and requirements to maintain the ~~federal~~privacy ~~Anti-Kickback~~and ~~Statute~~security ~~(“AKS”)~~of nonpublic personal financial information. ~~The~~In ~~AKS~~addition, ~~prohibits~~our ~~any~~communication ~~person~~and orpayment ~~entity~~solutions ~~from~~may ~~offering~~be affected by payment card industry operating rules and security standards, ~~paying~~certification requirements, ~~soliciting~~state ~~or receiving~~prompt payment laws and other rules governing electronic funds transfers. Moreover, ~~directly~~in oraddition ~~indirectly~~to regulatory requirements related to electronic funds transfers, ~~anything~~payment oftransactions ~~value~~processed ~~with~~using the Automated Clearing House Network are subject to network operating rules promulgated by the National Automated Clearing House Association, and these rules may affect our payment practices. Certain payment transactions may be subject to card association and network rules and standards. Finally, as we expand our financial services offerings we may be subject to additional laws and regulations, including certain consumer protection laws such as the Fair Debt Collections Practices Act, the Fair Credit Reporting Act and various other state laws implicated by such financial services.

19Foreign Corrupt Practices Act and Bribery Laws

~~Table~~The U.S. Foreign Corrupt Practices Act (“FCPA”) and similar international bribery laws make it unlawful for entities to make payments to foreign government officials to assist in obtaining and maintaining business. Specifically, the anti-bribery provisions of ~~Contents~~the FCPA prohibit any offer, payment, promise to pay, or authorizing the payment of money or anything of value to any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to a foreign official to do or omit to do an act in violation of his or her duty, or to secure any improper advantage in order to assist in obtaining or retaining business for or with, or directing business, to any person. In addition to the anti-bribery provisions of the FCPA, the statute also contains accounting requirements designed to operate in tandem with the anti-bribery provisions. Covered companies are required to make and keep books and records that accurately and fairly reflect the transactions of the company and devise and maintain an adequate system of internal accounting controls.

~~intent~~Physician ofPayments ~~generating~~Sunshine referrals of items or services covered by Medicare, Medicaid or other federal healthcare programs. Courts have interpreted the law to provide that a financial arrangement may violate this law if any one of the purposes of an arrangement is to encourage patient referrals or other federal healthcare program business, regardless of whether there are other legitimate purposes for the arrangement. Violation of the AKS is a felony, and penalties for AKS violations can be severe, and include imprisonment, criminal fines, civil penalties with treble damages (when the federal False Claims Act (“FCA”) is implicated) and exclusion from participation in federal healthcare programs. The ACA broadened the reach of the AKS by amending the intent requirement, such that a person or entity no longer needs to have actual knowledge of the AKS or specific intent to violate it in order to have committed a violation. In addition, as further discussed below, the ACA provided that the government may assert that a claim which includes items or services resulting from a violation of the AKS constitutes a false or fraudulent claim for purposes of the FCA, as well as restrictions contained in amendments to the Social Security Act, commonly known as the federal Civil Monetary Penalties Law (“CMP”). The AKS contains a limited number of exceptions, and the Office of the Inspector General (“OIG”) of HHS has created regulatory safe harbors to the AKS. Activities that comply with a safe harbor are deemed protected from prosecution under the AKS. Failure to meet a safe harbor does not automatically render an arrangement illegal under the AKS. The arrangement, however, does risk increased scrutiny by government enforcement authorities, based on our particular facts and circumstances. Our contracts and other arrangements may not meet an exception or a safe harbor. Additionally, many states have similar anti-kickback laws that are not necessarily limited to items or services for which payment is made by a federal or state healthcare program. In addition, federal laws restricting certain physician self-referrals (also known as the “Stark Law”), as well as state counterparts, may prohibit payment for patient referrals, patient brokering, remuneration of patients, or billing based on referrals between individuals or entities that have various financial, ownership, or other business relationships with physicians or other healthcare providers. The Stark Law is very complex, and state anti-referral laws vary widely. As noted below, to the extent we undertake billing and coding for designated health services, such activities may be subject to the Stark Law.

~~False~~The orPhysician ~~Fraudulent~~Payments ~~Claim~~Sunshine ~~Laws;~~Act of 2010 (“Sunshine Act”), as amended by the Substance Use-Disorder Prevention that Promotes Opioid Recovery and Treatment for Patients and Communities Act, and implementing regulations requires manufacturers of medical devices covered by Medicare, Medicaid, and the Children’s Health Insurance Program to collect and track all financial relationships with certain healthcare providers and teaching hospitals and to report annually such data to CMS. Medical ~~Billing~~device manufacturers must report to CMS payments or “transfers of value” made to specified healthcare providers, including meals, travel reimbursement, consulting fees and ~~Coding~~research payments. The Sunshine Act authorizes significant civil monetary penalties for each payment or transfer of value not accurately or completely reported. In addition, several states and the District of Columbia have passed laws requiring that medical device manufacturers report various details of their financial relationships with specified healthcare

Medical billing, coding and collection activities are governed by numerous federal and state civil and criminal laws, regulations, and sub-regulatory guidance. We provide billing and coding services, claims processing and other solutions to providers that relate to, or directly involve, the reimbursement of health services covered by Medicare, Medicaid, other federal and state healthcare programs and private payers. In addition, as part of our data transmission and claims submission services, we may employ certain edits, using logic, mapping and defaults, when submitting claims to third-party payers. Such edits are utilized when the information received from providers is insufficient to complete individual data elements requested by payers. We also provide solutions including risk analytics, chart reviews, clinical care visits, payment accuracy, audit functions and enrollment and eligibility, to Medicaid and Medicare managed care plans, commercial plans and other entities. These solutions, which include identifying diagnosis codes with respect to hierarchical condition categories, impact the amounts paid by Medicare and Medicaid to managed care plans. In addition, some solutions we offer to customers enable customers to certify to compliance with certain requirements and standards, such as EHR Meaningful Use requirements. We rely on our customers to provide us with accurate and complete information and to appropriately use analytics, codes, reports and other information in connection with the solutions we provide to them, but they may not always do so. As a result of these aspects of our business, we may be subject to, or contractually required to comply with, numerous federal and state laws that prohibit false or fraudulent claims including but not limited to the FCA, the CMP, and state equivalents. 18

Inproviders. ~~addition,~~Some ~~the~~states ~~FCA~~prohibit ~~prohibits~~or ~~the~~otherwise ~~knowing~~limit ~~submission~~transfers of ~~false~~value ~~claims or statements~~ to ~~the~~specified ~~federal~~healthcare ~~government, including to the Medicare and Medicaid programs~~providers. ~~The~~Violation ~~FCA~~of ~~also~~these ~~contains~~state ~~qui~~statues ~~tam,~~could orsubject ~~whistleblower~~us ~~provisions, which allow private individuals~~ to ~~sue~~fines onfor ~~behalf~~each ~~of the federal government alleging that the defendant has defrauded the federal government~~occurrence.

20Payment Card Industry Standards

~~Table~~We accept credit card, eCheck, ACH Payments, and payments via online portal, phone/Interactive Voice Response system or by mail. We also enable payers to collect member premium payments. These transactions are regulated at the federal, state and international levels as well as by certain industry groups, such as the Payment Card Industry Security Standards Council, the National Automated Clearing House Association and individual credit card issuers. Federal, state, international and industry groups also may consider and implement from time to time new privacy and security requirements that apply to our business. Compliance with contractual obligations and evolving privacy and security laws, requirements and regulations may result in cost increases due to necessary systems changes, new limitations or constraints on our business and the development of ~~Contents~~new administrative processes. If we fail to adequately control fraudulent ACH, credit card and debit card transactions, we may face civil liability, diminished public perception of our security measures and significantly higher ACH, credit card and debit card related costs, each of which could adversely affect our business, financial condition and results of operations. The termination of our ability to process payments through ACH transactions or on any major credit or debit card would adversely affect our ability to operate our business.

~~Exclusion~~Other ~~from~~State ~~participation~~Healthcare ~~in government healthcare programs~~ Laws

WeMany ~~are~~states ~~also~~in ~~subject~~which towe ~~the~~provide ~~exclusion~~clinical ~~rules~~care ofin-home ~~the~~assessment ~~OIG~~services ~~whereby~~prohibit ~~individuals~~corporations and other non-licensed entities ~~convicted~~from ofpracticing ~~program-related~~medicine, ~~crimes~~nursing ~~are~~and ~~excluded~~other ~~from participation~~licensed inprofessions ~~the~~by ~~Medicare~~employing physicians and ~~Medicaid~~certain ~~programs~~non-physician practitioners. AThese ~~company~~prohibitions ~~that~~on ~~employs~~the orcorporate ~~contracts~~practice ~~with~~of anmedicine, ~~OIG-excluded~~nursing ~~individual~~ and ~~submits~~other alicensed ~~claim~~professions ~~for~~impact ~~reimbursement~~how towe astructure ~~federal~~our ~~healthcare~~relationships ~~program,~~with orphysicians ~~causes~~and ~~such~~other ~~a claim~~affected tonon-physician bepractitioners. ~~submitted~~In addition, ~~may~~some ~~itself~~states behave ~~excluded~~restrictions oron ~~may~~physicians beand ~~subject~~other tohealthcare ~~significant~~practitioners ~~penalties~~splitting ~~under~~fees ~~the~~with ~~CMP,~~non-practitioners ~~plus~~or ~~treble~~restrict ~~damages,~~the ~~for~~ability ~~each~~of ~~item~~practitioners orto ~~service~~assign ~~furnished~~claims ~~during~~for ~~the~~reimbursement ~~period~~from ingovernment ~~which~~healthcare ~~the~~programs. ~~individual~~Some orstates ~~entity~~have ~~was~~interpreted ~~excluded.~~these Alaws ~~company~~to ~~contracting with~~prevent business service providers ~~has~~from ancharging ~~affirmative~~their ~~duty~~physician toclients ~~check~~on the ~~exclusion~~basis ~~status~~ of ~~individuals~~a ~~and~~percentage ~~entities~~of ~~prior~~collections toor ~~entering~~charges. ~~into~~Furthermore, ~~employment~~we orhold ~~contractual~~certain ~~relationships~~state licenses and ~~periodically~~enrollments ~~re-check~~in ~~thereafter,~~government orhealthcare ~~run~~programs ~~the risk~~which ofsubject ~~liability~~us ~~under~~to ~~the~~additional ~~CMP~~requirements and scrutiny by government regulators.

~~FDA~~Intellectual ~~and~~Property ~~International Regulation of Medical Software~~

~~Certain~~We ofrely ~~our~~on ~~products~~a ~~are~~combination ~~classified~~of astrade ~~medical devices and are subject to regulation by the Food and Drug Administration (“FDA”) and numerous other federal~~secrets, ~~state and foreign governmental authorities. In the U.S.~~copyrights, ~~the FDA permits commercial distribution of a new medical device after the device has received clearance under Section 510(k) of the Federal Food~~trademarks, ~~Drug and Cosmetic Act (“FDCA”)~~patents, orlicense ~~is the subject of an approved premarket approval application~~agreements, ~~unless~~confidentiality ~~the~~policies ~~device~~and ~~is specifically exempt from those requirements. Moreover~~procedures, ~~the~~nondisclosure ~~FDA~~agreements ~~has increasingly focused on the regulation of medical software~~ and ~~health~~ ~~information~~technical ~~technology~~measures ~~products~~designed asto ~~medical~~protect ~~devices under~~ the ~~FDCA.~~intellectual ~~For~~property ~~example,~~and incommercially ~~February~~valuable ~~2015,~~confidential ~~the~~information ~~FDA issued guidance to inform manufacturers~~ and ~~distributors~~data ofused ~~medical~~in ~~device~~our ~~data~~business. ~~systems~~We ~~that~~generally itenter ~~did~~into ~~not~~nondisclosure ~~intend~~agreements ~~to enforce compliance~~ with ~~regulatory~~our ~~controls that apply to medical device data systems~~employees, ~~medical image storage devices~~consultants, vendors and ~~medical image communication devices~~customers. ~~The~~This ~~Cures~~also ~~Act,~~seeks ~~enacted in December 2016, builds on the FDA’s efforts~~ to ~~limit~~control ~~the~~access regulation of low-risk medical devices by exempting certain categories of software functions from the definition of “medical device” under the FDCA, including software functions intended for administrative support of a healthcare facility and certain functions related to ~~the exchange~~ and ~~use~~distribution of ~~electronic~~our ~~medical records. However~~technology, adocumentation ~~software~~and ~~function~~other ~~may~~proprietary ~~not be excluded from the device definition if the FDA determines that use of the software function would be reasonably likely to have serious adverse health consequences~~information.

~~Foreign~~We ~~governmental~~use ~~authorities~~numerous ~~that~~trademarks, ~~regulate~~trade ~~the~~names ~~manufacture~~ and ~~sale~~service ~~of medical~~marks ~~devices~~for ~~have become increasingly stringent and, where we sell~~ our ~~medical device~~ solutions ~~internationally,~~and wehave ~~are~~a ~~subject~~number toof ~~international~~patents ~~regulation~~and ~~regarding~~patent ~~these~~applications ~~medical~~covering ~~device~~ solutions. ~~For~~we ~~example~~provide, inincluding ~~May~~software ~~2017~~applications. However, ~~the~~we ~~European~~do ~~Union (“EU”)~~not ~~Medical~~believe ~~Devices~~our ~~Regulation~~solutions ~~(“MDR”)~~are ~~(Regulation~~dependent ~~2017/745)~~upon ~~was~~any ~~adopted~~one ~~and~~patent inor ~~May~~patent ~~2020~~application, ~~the~~or ~~MDR~~family ~~came~~or ~~into~~families ~~effect.~~of ~~The MDR repeals and replaces~~ the ~~EU Medical Devices Directive~~same. ~~Unlike~~We ~~directives,~~also ~~which~~license ~~must~~from bethird ~~implemented into~~parties ~~the~~a ~~national~~variety ~~laws~~ of ~~the EU Member States~~content, ~~the~~data ~~MDR~~and isother ~~directly~~intellectual ~~applicable~~property. inAlthough ~~the~~we EUbelieve ~~Member~~that ~~States~~alternative technologies and onwork-arounds ~~the~~are ~~basis~~likely ofto ~~the~~be ~~European~~available ~~Economic~~should ~~Area~~these ~~(“EEA”)~~agreements ~~agreement~~terminate inor ~~Iceland~~expire, ~~Lichtenstein~~there ~~and~~is ~~Norway.~~no ~~The~~guarantee ~~MDR,~~that ~~among~~third-party ~~other~~technologies ~~things,~~will ~~is intended~~continue to ~~establish~~be aavailable ~~uniform,~~on ~~transparent,~~commercially ~~predictable~~reasonable ~~and~~terms ~~sustainable~~or ~~regulatory~~that ~~framework~~work-arounds ~~across~~would ~~the~~be ~~EEA~~readily available for ~~medical~~deployment ~~devices~~on ~~and ensure~~ a ~~high~~commercially ~~level~~reasonable ~~of safety and health while supporting innovation~~time-frame. ~~The MDR, among other things:~~

•The ~~Strengthens~~steps ~~the~~we ~~clinical~~have ~~data~~taken ~~requirements~~to ~~related~~protect our trade secrets, copyrights, trademarks, service marks, patents and other intellectual property may not be adequate, and third parties could infringe, misappropriate or misuse our intellectual property. If this were to ~~medical~~occur, ~~devices;~~it could harm our reputation and adversely affect our competitive position or results of operations.

•Human ~~Imposes~~Capital ~~additional~~Management ~~scrutiny during the conformity assessment procedure for high risk medical devices;~~

•As ~~Imposes~~of March 31, 2022, we had approximately 14,000 employees. Our board of directors oversees and receives regular updates on ~~manufacturers~~topics related to human capital management and ~~authorized~~corporate ~~representatives~~culture, ~~the~~including ~~obligation~~retention, employee engagement, workforce health and safety and privacy and information security. We aim to ~~have~~attract, adevelop ~~person~~and ~~responsible~~retain ~~for~~our ~~regulatory~~team ~~compliance~~members ~~continuously~~using atthe ~~their~~human ~~disposal;~~capital management and corporate culture practices summarized below.

•Learning ~~Requires that authorized representatives be held legally responsible~~ and ~~liable for defective products placed on the EEA market jointly with the device manufacturers;~~Development

•We ~~Reinforces~~invest ~~post~~in ~~market~~our ~~surveillance~~employees’ ~~requirements~~success ~~applicable~~through Change Healthcare University and our Career Development Center. These programs help our employees expand their knowledge and gain foundational understanding to CEsupport ~~marked~~their ~~medical~~growth ~~devices;~~and development.

•Diversity ~~Improves~~& ~~the traceability of medical devices throughout the supply chain to the end-user or patient through a Unique Device Identification System; and~~Inclusion

21We aim to create a diverse workforce, develop a culturally competent organization and build an inclusive culture. To support these goals, we prioritize diversity and inclusion training for our employees, including Unconscious Bias Training, and we track our

~~Table of Contents~~19

•progress ~~Increases~~with ~~transparency~~our annual Diversity and Inclusion report. ~~Information~~Additionally, ~~from~~we ~~several~~support ~~databases~~Business ~~concerning~~Resource ~~economic~~Groups ~~operators,~~that CErepresent ~~Certificates~~a wide range of ~~Conformity~~professional, ~~conformity~~cultural ~~assessment,~~and ~~clinical~~personal ~~investigations,~~affinities ~~the~~and ~~Unique~~interests. ~~Device~~Each ~~Identification~~group ~~system,~~is ~~adverse~~supported ~~event~~by ~~reporting~~a senior leader and ~~market~~provides ~~surveillance~~our ~~will~~team bemembers ~~available~~with an opportunity to ~~the~~connect ~~public~~and network.

~~Interoperability~~Total ~~Requirements~~Rewards, Health and Wellness and Community

~~There~~We isprovide ~~increasing~~competitive ~~demand among customers~~salary, ~~industry~~annual ~~groups~~incentive ~~and~~awards, ~~government~~benefits ~~authorities~~programs, ~~that~~health ~~healthcare~~and ITwellness ~~products~~benefits, ~~provided~~stress ~~by various vendors be compatible with each other~~ and ~~allow~~financial ~~for~~management ~~the efficient exchange of EHR information. In 2013~~resources, inwork/life ~~order~~balance ~~to address this demand for interoperability~~resources, amental ~~number~~health ofresources ~~other~~and ~~healthcare~~Teladoc ~~IT companies co-founded the CommonWell~~ Health ~~Alliance with the aim of developing a standard for data sharing among physicians, hospitals, clinics and pharmacies~~access. ~~Certain~~To ~~federal~~support ~~and~~our ~~state agencies also are developing standards that could eventually become mandatory for software and systems purchased by these agencies~~communities, ~~or used by~~ our ~~customers.~~employees ~~For~~volunteered ~~example~~over 30,000 ~~under~~hours ~~the~~in ~~Cures Act,~~ the ~~ONC~~U.S. ~~within HHS is required to develop a “trusted exchange framework”~~ and ~~common~~Canada ~~agreement~~in ~~for~~fiscal ~~the~~year ~~secure exchange of health information between networks~~2020. ~~Although~~We ~~the~~provide ~~Cures~~paid ~~Act~~volunteer ~~does~~days ~~not~~and, ~~make~~in ~~implementation of~~ the ~~trusted~~last ~~exchange framework mandatory~~year, ~~the~~we ~~Cures~~introduced ~~Act~~an ~~encourages~~employee ~~its~~matching ~~adoption~~gifts through the establishment of a publicly available directory of networks that are capable of trusted exchange and by permitting federal agencies to require implementation of the trusted exchange framework by network contractors as the contractors update their health IT or operational practicesprogram.

~~The~~Seasonality Cures Act also encourages interoperability through changes to EHR certification standards implemented as part of HHS’s programs to promote interoperability. In particular, the amended EHR certification standards will require developers (i) to publish application programming interfaces that permit exchange of EHR and other health information among different health IT systems, (ii) to successfully test the “real world use” of interoperability technology, and (iii) to attest that they will not engage in “information blocking” or otherwise inhibit the appropriate exchange, access, and use of electronic health information.

~~Restrictions~~The onnature ~~Communications~~of our customers’ end-market results in moderate seasonality reflected in revenue differences during the year with a slightly greater positive variance in our fiscal fourth quarter related to the regulatory impact of data submission deadlines due to HEDIS, which may drive timing of analytics activity. Quarter to quarter financial performance may vary from historical seasonal trends as we further expand and diversify our business and increase the portion of our revenue generated from new offerings.

~~Communications~~Available with our customers and our customers’ patients are subject to laws and regulations governing communications, including the Telephone Consumer Protection Act of 1991 (the “TCPA”), the CAN-SPAM Act, and additional fax regulations under the Junk Fax Act and data privacy rules under the California Consumer Privacy Act of 2018, as well as potentially under non-U.S. laws that regulate communications and messaging and that affect our operations, such as Canada’s Anti-Spam Law (“CASL”), GDPR, and the EU’s e-Privacy Directive and implementing member state laws. We also use email and social medial platforms as marketing tools. For example, we maintain social media accounts and may occasionally email customers offers and promotions. As laws and regulations, including FTC enforcement, rapidly evolve to govern the use of these platforms and devices, we will become subject to such laws and regulations. Information

~~Financial~~Our ~~Services~~website ~~Related~~is ~~Laws~~www.changehealthcare.com. Available on this website, ~~Regulations~~free of charge, are our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and ~~Industry~~all ~~Standards~~amendments to those reports as soon as reasonably practical after such material is electronically filed or furnished to the SEC. Alternatively, you may access these reports at the SEC’s website at www.sec.gov.

~~Financial~~ITEM ~~services and electronic payment processing services are subject to numerous laws, regulations and industry standards~~1A. ~~These~~RISK laws may subject us, our vendors and our customers to liability as a result of our communication and payment solutions. Although we do not act as a bank, we offer solutions that involve banks, or vendors who contract with banks and other regulated providers of financial services. We rely on relationships with such banks, vendors and providers. If we fail to maintain these relationships or if we maintain them under new terms that are less favorable to us, our business, results of operations or financial condition could suffer. The various payment modalities that we offer our customers directly and through banks, vendors, or other regulated providers may be deemed regulated activity at the federal or state level, and, as a result, we may be affected by banking and financial services industry laws, regulations and standards, such as licensing requirements, solvency standards, reporting and disclosure obligations and requirements to maintain the privacy and security of nonpublic personal financial information. In addition, our communication and payment solutions may be affected by payment card industry operating rules and security standards, certification requirements, state prompt FACTORS

22The risks described below could have a material adverse impact on our business, financial condition or operating results. Although it is not possible to predict or identify all such risks and uncertainties, they may include, but are not limited to, the factors discussed below. The risks described herein are not the only risks we may face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition or operating results.

~~Table~~Risks ofRelated ~~Contents~~to the Proposed Transaction with UnitedHealth Group

~~payment~~The ~~laws~~conditions ~~and~~under ~~other rules governing electronic funds transfers. Moreover, in addition to regulatory requirements related to electronic funds transfers, payment transactions processed using~~ the ~~Automated~~ ~~Clearing~~UHG ~~House~~Agreement ~~Network are subject~~ to ~~network~~our ~~operating~~consummation ~~rules~~of ~~promulgated by~~ the ~~National~~transaction ~~Automated~~with ~~Clearing~~a ~~House~~subsidiary ~~Association,~~of ~~and~~UnitedHealth ~~these~~Group ~~rules~~ may ~~affect~~not ~~our payment practices. Certain payment transactions may~~ be ~~subject~~satisfied toat ~~card association~~all ~~and~~or ~~network~~in ~~rules and standards. Finally, as we expand our financial services offerings we may be subject to additional laws and regulations, including certain consumer protection laws such as~~ the ~~Fair~~anticipated ~~Debt Collections Practices Act, the Fair Credit Reporting Act and various other state laws implicated by such financial services~~timeframe.

~~Foreign~~Under ~~Corrupt~~the ~~Practices~~terms ~~Act~~of the UHG Agreement, the consummation of our transaction with a subsidiary of UnitedHealth Group is subject to customary conditions. Satisfaction of certain of the conditions is not within our control, and ~~Bribery~~difficulties ~~Laws~~ in otherwise satisfying the conditions may prevent, delay or otherwise materially adversely affect the consummation of the transaction. It also is possible that an event, occurrence, revelation or development of a state of circumstances or facts since the date of the UHG Agreement may have or reasonably be expected to have a material adverse effect (as defined in the UHG Agreement) on the Company, the non-occurrence of which is a condition to the consummation of the transaction.

~~The~~On February 24, 2022, the U.S. ~~Foreign~~Department ~~Corrupt~~of ~~Practices~~Justice ~~Act~~ (“~~FCPA~~DOJ”) and ~~similar~~certain ~~international~~other ~~bribery~~parties ~~laws~~commenced ~~make~~litigation itto ~~unlawful~~block ~~for~~the ~~entities~~UHG ~~to make~~Transaction, ~~payments~~and tothe ~~foreign~~Company ~~government~~continues ~~officials~~ to ~~assist~~support UnitedHealth Group in ~~obtaining~~working ~~and~~toward ~~maintaining~~closing ~~business~~the merger. On ~~Specifically~~April 4, 2022, the ~~anti-bribery~~parties ~~provisions~~to ofthe UHG Agreement entered into a waiver (the ~~FCPA~~“Waiver”) ~~prohibit~~pursuant ~~any~~to ~~offer~~which, ~~payment~~among other things, ~~promise~~the toCompany ~~pay,~~and orUnitedHealth ~~authorizing~~Group each waived its right to terminate the ~~payment~~UHG ofAgreement ~~money~~due orto ~~anything~~a failure of ~~value~~ the UHG Transaction to ~~any~~have ~~person,~~been ~~while~~consummated ~~knowing~~by ~~that~~the ~~all~~Outside orDate a(as ~~portion~~defined ofin ~~such~~the ~~money~~UHG orAgreement) ~~thing~~until the earlier of ~~value~~(i) ~~will~~5:00 bep.m. ~~offered,~~(New ~~given~~York ortime) ~~promised,~~on ~~directly~~the ortenth ~~indirectly,~~business today following a ~~foreign~~final ~~official~~order to(whether do or ~~omit~~not appealable) issued by the U.S. District Court for the District of Columbia (the “Trial Court”) with respect to dothe ancomplaint ~~act~~filed inby ~~violation~~the U.S. Department of ~~his~~Justice orand ~~her~~certain ~~duty~~other parties regarding the UHG Transaction that permanently prohibits the consummation of the UHG Transaction and (ii) 11:59 p.m. (New York time) on December 31, or2022 to(the ~~secure~~“Waiver ~~any improper~~Period”); ~~advantage~~provided, inthat if (A) the Trial Court issues a final order tothat ~~assist~~permits inthe ~~obtaining~~consummation orof ~~retaining~~the ~~business~~UHG ~~for~~Transaction (whether or ~~with,~~not orsubject ~~directing~~to ~~business~~conditions), to(B) any ~~person.~~plaintiff Inappeals ~~addition~~such toorder and (C) the ~~anti-bribery~~ability ~~provisions~~to ofconsummate the ~~FCPA~~UHG Transaction is enjoined or otherwise prohibited by a governmental entity pending such appeal, then the ~~statute~~Waiver ~~also~~Period ~~contains~~may ~~accounting~~be ~~requirements~~extended ~~designed~~by toeither ~~operate in~~UnitedHealth ~~tandem~~Group ~~with~~or the ~~anti-bribery~~Company ~~provisions.~~(in ~~Covered~~each ~~companies~~case, ~~are~~acting ~~required~~in toits ~~make~~sole ~~and~~discretion) ~~keep~~to ~~books~~5:00 ~~and~~p.m. ~~records~~(New ~~that~~York ~~accurately~~time) ~~and~~on ~~fairly~~March 31, ~~reflect~~2023, ~~the~~by ~~transactions~~providing ofwritten notice to the ~~company~~other ~~and~~party ~~devise~~prior ~~and~~to ~~maintain~~11:59 anp.m. ~~adequate~~(New ~~system~~York oftime) ~~internal~~on ~~accounting controls.~~December 31, 2022.

~~Physician~~We ~~Payments~~cannot ~~Sunshine~~predict ~~Act~~with certainty whether and when any of the required conditions will be satisfied. If the DOJ prevails to block the transaction, or if another event occurs delaying or preventing the transaction, such delay or failure to complete the transaction may create uncertainty or otherwise have negative consequences that may materially and adversely affect our sales, financial condition and results of operations, as well as the price per share for our common stock.

The Physician Payments Sunshine Act of 2010 (“Sunshine Act”) requires manufacturers of medical devices covered by Medicare, Medicaid, and the Children’s Health Insurance Program to collect and track all financial relationships with certain healthcare providers and teaching hospitals and to report annually such data to CMS. Medical device manufacturers must report to CMS payments or “transfers of value” made to specified healthcare providers, including meals, travel reimbursement, consulting fees and research payments. The Sunshine Act authorizes significant civil monetary penalties for each payment or transfer of value not accurately or completely reported. In addition, several states and the District of Columbia have passed laws requiring that medical device manufacturers report various details of their financial relationships with specified healthcare providers. Some states prohibit or otherwise limit transfers of value to specified healthcare providers. Violation of these state statues could subject us to fines for each occurrence. 20

~~Payment~~While ~~Card~~the ~~Industry~~proposed ~~Standards~~transaction is pending, we are subject to business uncertainties and contractual restrictions that could disrupt our business.

WeWhether ~~accept~~or ~~credit~~not ~~card,~~the ~~eCheck,~~proposed ~~ACH~~transaction ~~Payments,~~is ~~and payments via online portal~~consummated, ~~phone/Interactive~~the ~~Voice~~proposed ~~Response~~transaction ~~system~~may ordisrupt byour ~~mail.~~current Weplans ~~also~~and ~~enable payers~~operations, towhich ~~collect~~could ~~member~~have ~~premium~~an ~~payments.~~adverse ~~These~~effect ~~transactions~~on ~~are~~our ~~regulated~~business ~~at the federal, state~~ and ~~international~~financial ~~levels~~results. asThe ~~well~~pendency asof bythe ~~certain~~transaction ~~industry~~may ~~groups,~~also ~~such~~divert asmanagement’s ~~the~~attention ~~Payment~~and ~~Card~~our ~~Industry~~resources ~~Security~~from ~~Standards~~ongoing ~~Council,~~business ~~the~~and ~~National~~operations ~~Automated Clearing House Association~~ and ~~individual~~our ~~credit~~employees ~~card issuers. Federal, state, international~~ and ~~industry~~other ~~groups~~key ~~also~~personnel may ~~consider~~have ~~and~~uncertainties ~~implement~~about ~~from~~the ~~time~~effect toof ~~time~~the ~~new~~pending ~~privacy~~transaction, and ~~security~~the ~~requirements~~uncertainties ~~that~~may ~~apply~~impact to our ~~business.~~ability ~~Compliance~~to ~~with contractual~~retain, ~~obligations~~recruit and ~~evolving~~hire ~~privacy~~key ~~and~~personnel ~~security~~while ~~laws,~~the ~~requirements~~transaction ~~and~~is ~~regulations~~pending ~~may~~or ~~result~~if init ~~cost~~fails ~~increases~~to ~~due~~close. toWe ~~necessary~~may ~~systems~~incur ~~changes~~unexpected costs, ~~new~~charges ~~limitations~~ or ~~constraints~~expenses onresulting ~~our~~from ~~business and~~ the ~~development of new administrative processes~~transaction. IfFurthermore, we ~~fail~~cannot topredict ~~adequately~~how ~~control~~our ~~fraudulent ACH~~physician, ~~credit~~health ~~card~~plan and ~~debit~~other ~~card~~partners ~~transactions,~~will weview ~~may~~or ~~face~~react ~~civil~~to ~~liability,~~the ~~diminished~~transaction ~~public~~upon ~~perception~~consummation. ofIf ~~our~~we ~~security~~are ~~measures~~unable ~~and~~to ~~significantly~~reassure ~~higher~~our ~~ACH,~~partners ~~credit~~to ~~card~~continue their partnerships and ~~debit~~affiliates ~~card~~with ~~related costs~~us, ~~each of which could adversely affect~~ our ~~business~~revenues, financial condition and results of operations. ~~The~~may ~~termination~~be ~~of our ability to process payments through ACH transactions or on any major credit or debit card would~~ adversely ~~affect our ability to operate our business~~affected.

23The preparations for integration between UnitedHealth Group and the Company have placed, and we expect will continue to place, a significant burden on many of our teammates and on our internal resources. If, despite our efforts, key teammates depart because of these uncertainties and burdens, or because they do not wish to remain with the combined company, our business and results of operations may be adversely affected. In addition, whether or not the transaction is consummated, while it is pending we will continue to incur costs, fees, expenses and charges related to the proposed transaction, which may materially and adversely affect our financial condition and results of operations.

~~Table~~In addition, the UHG Agreement generally requires the Company to operate its business in the ordinary course of ~~Contents~~business consistent with past practice pending consummation of the merger and also restricts us from taking certain actions with respect to our business and financial affairs without UnitedHealth Group's consent. Such restrictions will be in place until either the UHG Transaction is consummated or the UHG Agreement is terminated. For these and other reasons, the pendency of the UHG Transaction could adversely affect our business and results of operations.

~~Other~~In ~~State~~the ~~Healthcare~~event ~~Laws~~that our proposed transaction with a wholly-owned subsidiary of UnitedHealth Group is not consummated, the trading price of our common stock and our future business and results of operations may be negatively affected.

~~Many~~The ~~states~~conditions into ~~which~~the weconsummation ~~provide~~of ~~clinical~~the ~~care~~proposed ~~in-home~~transaction ~~assessment~~may ~~services~~not ~~prohibit~~be ~~corporations~~satisfied ~~and other~~as ~~non-licensed~~noted ~~entities~~above. ~~from~~If ~~practicing~~the ~~medicine~~transaction is not consummated, ~~nursing~~we ~~and~~would ~~other~~remain ~~licensed~~liable ~~professions~~for bysignificant ~~employing~~transaction ~~physicians~~costs, and ~~certain~~the ~~non-physician~~focus ~~practitioners.~~of ~~These prohibitions~~our onmanagement ~~the~~would ~~corporate~~have ~~practice~~been ofdiverted ~~medicine~~from seeking other potential strategic opportunities, ~~nursing~~in ~~and~~each ~~other~~case ~~licensed~~without ~~professions~~realizing ~~impact~~any ~~how~~benefits weof ~~structure~~the ~~our~~proposed ~~relationships~~transaction. ~~with~~For ~~physicians~~these and other ~~affected~~reasons, ~~non-physician~~not ~~practitioners.~~consummating Inthe ~~addition, some~~transaction ~~states~~could ~~have~~adversely ~~restrictions~~affect onour ~~physicians~~business and ~~other~~results ~~healthcare~~of ~~practitioners~~operations. ~~splitting~~Furthermore, ~~fees~~if ~~with~~we ~~non-practitioners~~do ornot ~~restrict~~consummate the ~~ability~~transaction, the price of ~~practitioners~~our tocommon ~~assign~~stock ~~claims~~may ~~for~~decline ~~reimbursement~~significantly from ~~government healthcare~~the ~~programs~~current market price, which we believe reflects a market assumption that the transaction will be consummated. ~~Some~~Certain ~~states~~costs associated with the transaction have ~~interpreted~~already ~~these~~been ~~laws~~incurred toor ~~prevent~~may ~~business~~be ~~service~~payable ~~providers~~even ~~from~~if ~~charging~~the ~~their~~transaction ~~physician~~is ~~clients~~not onconsummated. ~~the~~Further, ~~basis~~a offailed transaction may result in negative publicity and a ~~percentage~~negative impression of ~~collections~~us orin ~~charges~~the investment community. ~~Furthermore~~Finally, weany ~~hold~~disruptions ~~certain~~to ~~state~~our ~~licenses~~business resulting from the announcement and ~~enrollments~~ pendency of the transaction, including any adverse changes in ~~government~~our ~~healthcare~~relationships ~~programs~~with ~~which~~our ~~subject~~customers, usvendors toand ~~additional~~employees ~~requirements~~or recruiting and ~~scrutiny~~retention byefforts, ~~government~~could ~~regulators.~~continue or accelerate in the event of a failed acquisition.

~~Intellectual~~Risks ~~Property~~ Related to the COVID-19 Pandemic

WeSignificant ~~rely~~setbacks onin athe ~~combination~~reopening of ~~trade~~the ~~secrets,~~global ~~copyrights,~~economy ~~trademarks,~~or ~~patents,~~reinstatement ~~license~~of ~~agreements,~~lockdowns ~~confidentiality~~or ~~policies~~other ~~and procedures,~~restrictions ~~nondisclosure~~as ~~agreements~~a ~~and~~result ~~technical~~of ~~measures designed to protect~~ the ~~intellectual~~ongoing ~~property~~COVID-19 ~~and~~pandemic ~~commercially~~may ~~valuable~~adversely ~~confidential~~impact ~~information and data used in~~ our business~~. We generally enter into nondisclosure agreements with our employees~~, ~~consultants,~~results ~~vendors and customers. This also seeks to control access to and distribution~~ of ~~our~~operations ~~technology,~~or ~~documentation~~financial ~~and other proprietary information~~condition.

WeThe ~~use~~impact ~~numerous~~of ~~trademarks~~the COVID-19 pandemic has rapidly evolved around the globe, ~~trade~~with ~~names~~many ~~and~~countries, ~~service~~at ~~marks~~various ~~for~~times, ~~our~~taking ~~solutions~~meaningful ~~and~~measures ~~have~~to alimit ~~number~~the spread of ~~patents~~the virus by instituting quarantines or lockdowns, imposing travel restrictions and ~~patent~~vaccination ~~applications~~mandates ~~covering solutions~~for wecertain ~~provide~~workers or activities and limiting operations of certain non-essential businesses. In 2021, ~~including~~the ~~software~~global ~~applications~~economy began reopening and robust economic activity supported a continued recovery. However, wethe doemergence ~~not~~of ~~believe~~COVID-19 ~~our~~variants ~~solutions~~and ~~are~~related ~~dependent~~surges ~~upon~~in ~~any~~COVID-19 ~~one~~cases ~~patent~~have orcontributed ~~patent~~to ~~application,~~certain orsetbacks ~~family~~to orreopening ~~families~~and ofcould trigger the ~~same.~~reinstatement Weof ~~also~~restrictions, ~~license~~including ~~from~~mandatory ~~third~~business ~~parties~~shut-downs, atravel ~~variety~~restrictions, ofreduced ~~content,~~business ~~data~~ operations and ~~other~~social ~~intellectual~~distancing ~~property~~requirements. ~~Although~~Many wemedical and public health experts believe that ~~alternative~~COVID-19 ~~technologies~~could perpetually reoccur for years, such as seasonally in winter, and ~~work-arounds~~even ~~are~~if ~~likely~~generally ceasing to be ~~available~~fatal ~~should~~for ~~these~~most ~~agreements~~people, ~~terminate~~such orreoccurrence ~~expire,~~could ~~there~~increase isthe nopossibility ~~guarantee~~of ~~that~~periods ~~third-party~~of ~~technologies~~increased ~~will~~restrictions ~~continue~~on business operations. These and other factors may delay a return to ~~be available~~pre-pandemic, onordinary ~~commercially~~course ~~reasonable~~economic ~~terms~~activity, or ~~that~~cause ~~work~~the U.S. economy or other major global economies to experience contraction or slower growth. In addition, the COVID-~~arounds~~19 ~~would~~pandemic becontinues ~~readily~~to ~~available~~cause ~~for~~labor ~~deployment~~shortages onand adisrupt ~~commercially~~global ~~reasonable~~supply ~~time~~chains, which has contributed to prolonged disruptions. The COVID-~~frame~~19 pandemic is also contributing to growing inflationary pressures, particularly in the U.S., where inflation continues to show signs of acceleration.

~~The~~As ~~steps~~a result of volatile or uncertain economic conditions, we ~~have~~may ~~taken~~experience tothe ~~protect~~negative ~~our~~effects ~~trade~~of ~~secrets,~~increased ~~copyrights,~~financial ~~trademarks,~~pressures ~~service~~on ~~marks~~payer and provider customers. For instance, ~~patents~~our business has been and ~~other~~is ~~intellectual~~likely ~~property~~to ~~may~~continue ~~not~~ to be ~~adequate,~~negatively impacted by increased competitive pricing pressure and ~~third~~a ~~parties~~decline ~~could~~in ~~infringe~~our customers’ creditworthiness, ~~misappropriate~~which orcould ~~misuse~~result ~~our~~in ~~intellectual~~us ~~property.~~incurring Ifincreased ~~this~~bad ~~were~~debt toexpense. ~~occur~~Additionally, itour ~~could~~business ~~harm~~may ~~our~~be ~~reputation~~negatively ~~and~~impacted ~~adversely~~by ~~affect~~provider ~~our~~customers ~~competitive~~declaring ~~position~~bankruptcy oras ~~results~~a result of ~~operations.~~

~~Human Capital Management~~ 21

Asthe ~~of March 31,~~COVID-19 ~~2021~~pandemic. Further, wevolatile ~~had~~or ~~approximately~~uncertain ~~15,000~~economic ~~employees.~~conditions ~~Our~~in ~~board~~the ofU.S. ~~directors~~and ~~oversees~~other ~~and~~parts ~~receives~~of ~~regular~~the ~~updates~~world oncould ~~topics~~lead ~~related~~government customers to ~~human~~terminate, ~~capital~~or ~~management~~elect ~~and~~not ~~corporate~~to ~~culture~~renew, ~~including~~existing ~~retention,~~contracts ~~employee~~with ~~engagement~~us, ~~workforce~~or ~~health and~~not ~~safety~~enter ~~and~~into ~~privacy~~new ~~and~~contracts ~~information~~with ~~security~~us. WeAll ~~aim~~of tothe ~~attract,~~above ~~develop~~may ~~and~~adversely ~~retain~~impact our ~~team~~business, ~~members~~financial ~~using~~condition, ~~the~~results ~~human~~of ~~capital~~operations, ~~management~~liquidity and ~~corporate~~prospects ~~culture~~materially ~~practices~~and ~~summarized~~would ~~below.~~also exacerbate many of the other risks discussed in this “Risk Factors” section.

~~Learning~~Our business has been negatively affected by the COVID-19 pandemic and ~~Development~~may face similar impacts from any future outbreaks of disease.

~~We invest~~Our inoperations ~~our~~have ~~employees’~~been ~~success~~affected ~~through~~by ~~Change~~the ~~Healthcare~~ongoing ~~University~~global ~~and~~COVID-19 ~~our~~pandemic ~~Career~~and ~~Development~~the ~~Center.~~resulting ~~These~~volatility ~~programs help our employees expand their knowledge~~ and ~~gain~~uncertainty ~~foundational~~it ~~understanding~~has tocaused ~~support~~in ~~their~~the ~~growth~~U.S. and ~~development~~international markets.

~~Diversity &~~Although ~~Inclusion~~there are effective vaccines for COVID-19 that have been approved for use, we are unable to predict how widely utilized the vaccines will be, whether they will ultimately be effective in preventing the spread of COVID-19 (including its variant strains) and when or if normal economic activity and business operations will resume. Government orders and other restrictions may continue in effect or may be reinstituted if outbreaks increase or fail to decrease. Such measures have had adverse impacts on the U.S. and foreign economies of uncertain severity and duration and have and may continue to negatively impact our ongoing operations, including our revenue and supply chain. For example, the spread of COVID-19 drove a reduction in, or in some cases temporary elimination of, elective medical procedures and healthcare visits. In addition, for a portion of our technology-enabled services business we get paid on a contingency basis based on collections, which were impacted by a delay in elective procedures. While uncertainty remains, we have seen an improvement in healthcare utilization as a result of a trend towards more normal underlying demand and people seeking care that they previously deferred due to the pandemic.

~~We aim~~As toa ~~create~~result aof ~~diverse~~the ~~workforce~~COVID-19 outbreak, ~~develop~~we and several of our business partners transitioned the majority of our workforce to a ~~culturally~~temporary ~~competent~~remote ~~organization~~working model, which may result in us experiencing lower work efficiency and ~~build~~productivity, anwhich ~~inclusive~~in ~~culture~~turn may adversely affect our business. ToAs ~~support~~our ~~these~~employees ~~goals~~and business partners’ employees work from home and access our system remotely, we ~~prioritize~~may ~~diversity~~be subject to heightened security and ~~inclusion~~privacy ~~training~~risks, including the risks of cyber-attacks and privacy incidents. Additionally, employees who continue to work or are coming back to work in our facilities or perform services at our customers’ facilities may be subject to heightened risks for COVID-19 exposure thus potentially impacting their health and future worker compensation claims against us. We may also be subject to lawsuits from employees and others exposed to COVID-19 at our facilities, which could involve large demands and substantial defense costs. Our professional and general liability insurance may not cover all claims against us. Furthermore, if any of our employees are unable to perform his or her duties for a period of time, including as the result of illness, our results of operations or financial condition could be adversely affected.

24While the COVID-19 outbreak has, and may continue to, provide us with new business opportunities, including supporting customers offering novel telemedicine, telehealth, and data and analytics products and solutions, we may experience compliance and related business development risks associated with these new business opportunities if customers request, and we attempt to offer, these products and solutions on an expedited basis in support of COVID-19 efforts.

~~Table~~While the availability of ~~Contents~~approved COVID-19 vaccines and their impact on the economy has been encouraging, we cannot reasonably estimate the length or severity of the COVID-19 pandemic or the related response, including the length of time it may take for normal economic and operating conditions to resume or the extent to which the disruption may materially impact our business, consolidated financial position, consolidated results of operations or consolidated cash flows. To the extent the COVID-19 pandemic adversely affects our business, operations, financial position or consolidated cash flows, it may also have the effect of heightening many of the other risks described herein.

~~Unconscious~~Risks ~~Bias~~Related ~~Training,~~to ~~and~~Our ~~we track our progress with our annual Diversity and Inclusion report. Additionally, we support~~ Business ~~Resource Groups that represent a wide range of professional, cultural~~ and ~~personal~~Industry ~~affinities and interests. Each group is supported by a senior leader and provides our team members with an opportunity to connect and network.~~

~~Total~~If ~~Rewards~~we are unable to retain our existing customers or attract new customers, ~~Health~~our ~~and~~business, ~~Wellness~~financial ~~and~~condition ~~Community~~or results of operations could suffer.

WeOur ~~provide~~success ~~competitive~~depends ~~salary,~~substantially ~~annual~~upon ~~incentive~~the ~~awards,~~retention ~~benefits~~of ~~programs,~~existing ~~health~~customers and ~~wellness~~the ~~benefits,~~attraction ~~stress~~of ~~and~~new ~~financial~~customers. ~~management resources,~~We ~~work/life~~may ~~balance~~not ~~resources,~~be ~~mental~~able ~~health~~to ~~resources~~retain ~~and~~our ~~Teladoc~~existing ~~Health~~customers ~~access.~~or Toattract ~~support~~new ~~our~~customers ~~communities,~~if ~~our~~we ~~employees~~are ~~volunteered~~unable ~~over~~to ~~30,000~~provide ~~hours~~solutions inor ~~the~~services ~~U.S.~~that ~~and~~existing ~~Canada~~or inprospective ~~fiscal~~payer ~~year~~customers ~~2020.~~believe Weenable ~~provide~~them ~~paid~~to ~~volunteer~~achieve ~~days~~improved efficiencies and, incost-effectiveness ~~the last~~or ~~year~~allow them to more effectively manage their revenue cycle, weincrease ~~introduced~~reimbursement anrates ~~employee~~and ~~matching~~improve ~~gifts~~cash ~~program~~flows.

~~Seasonality~~Success in retaining and attracting customers will also depend, in part, on our ability to innovate successfully and be responsive to technological developments, pricing pressures and changing business models.

~~The~~To ~~nature~~remain ofcompetitive ~~our~~in ~~customers’~~the ~~end-market~~evolving ~~results~~healthcare inIT ~~moderate~~markets, ~~seasonality~~we ~~reflected~~must incontinuously ~~revenue differences~~upgrade ~~during~~our ~~the~~existing ~~year~~solutions ~~with~~and develop and introduce new solutions on a ~~slightly~~timely ~~greater~~basis. ~~positive~~Future ~~variance~~advances in ~~our~~healthcare ~~fiscal~~IT ~~fourth~~could ~~quarter~~lead ~~related~~ to ~~the~~new ~~regulatory~~technologies, ~~impact~~products ofor ~~data~~services ~~submission~~that ~~deadlines~~are ~~due~~competitive towith ~~HEDIS~~existing solutions, ~~which~~resulting ~~may~~in ~~drive~~pricing ~~timing~~pressure ofor ~~analytics~~rendering ~~activity~~such solutions obsolete or not competitive. ~~Quarter~~In toaddition, ~~quarter~~because ~~financial performance~~we ~~may~~deliver ~~vary~~enterprise-wide ~~from~~and ~~historical~~single ~~seasonal~~entity ~~trends~~clinical, aspatient wecare, ~~further~~financial, ~~expand~~imaging, supply chain and ~~diversify~~strategic ~~our~~management ~~business~~software ~~and~~solutions ~~increase~~to ~~the~~payers, ~~portion~~hospitals, ofphysicians ~~our~~and ~~revenue~~other ~~generated~~providers, ~~from~~our ~~new~~ability ~~offerings.~~to integrate these

~~Available Information~~ 22

~~Our~~software ~~website~~solutions ~~is www.changehealthcare.com.~~could ~~Available~~be ~~on this website~~challenged, ~~free~~which ofmay ~~charge,~~impair ~~are~~ our ~~annual~~ability ~~reports~~to onretain ~~Form~~customers ~~10-K,~~and ~~quarterly~~harm ~~reports~~our onreputation ~~Form~~with ~~10-Q,~~existing ~~current~~and ~~reports~~prospective oncustomers. ~~Form~~We ~~8-K~~also ~~and~~may ~~all~~not ~~amendments~~be able to ~~those~~retain ~~reports~~or asattract ~~soon~~customers asif ~~reasonably~~our ~~practical~~solutions ~~after~~contain ~~such~~errors ~~material~~or isotherwise ~~electronically~~fail ~~filed~~to orperform ~~furnished~~properly, toif ~~the~~our ~~SEC.~~pricing ~~Alternatively,~~structure ~~you~~is ~~may~~not ~~access~~competitive ~~these~~or ~~reports~~if atwe ~~the~~are ~~SEC’s~~unable ~~website~~to ~~at www~~renegotiate customer contracts upon expiration.~~sec.gov.~~

~~ITEM~~Our 1Arevenue depends in part upon maintaining high customer retention rates and our future growth depends on attracting new customers. ~~RISK~~If ~~FACTORS~~we are unable to maintain customer retention rates, or to attract new customers, our business, results of operations or financial condition could be adversely impacted.

~~The~~We risks described below could have a material adverse impact on our business, financial condition or operating results. Although it is not possible to predict or identify all such risks and uncertainties, they may ~~include,~~lose ~~but~~connections ~~are not limited~~ to, ~~the~~payers ~~factors discussed below. The risks described herein are not the only risks we may face. Additional risks~~ and ~~uncertainties~~providers ~~not currently known~~ to ~~us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition or operating results~~competitors.

~~Risks~~Our ~~Related~~business largely depends upon our ability to ~~the~~connect ~~Proposed~~electronically ~~Transaction~~to a substantial number of payers and providers. These connections may be made either directly or through a clearinghouse. We may not be able to maintain our connections with ~~UnitedHealth~~a ~~Group~~large number of payers on satisfactory terms and may not be able to develop new connections, either directly or through other clearinghouses, on satisfactory terms. Competing EDI service providers can easily establish connections with payers and providers and thereby may replicate these solutions. Any failure to maintain existing connections with payers, providers and other clearinghouses or to develop new connections as circumstances warrant, or an increase in the utilization of direct links between payers and providers, could reduce the number of transactions that we process, which would reduce our revenue and could have a material adverse impact on our business, results of operations or financial condition.

~~The~~We ~~conditions~~face ~~under~~significant ~~the~~competition, ~~UHG~~which ~~Agreement~~may toharm our ~~consummation~~business, ofresults ~~the transaction with a subsidiary~~ of ~~UnitedHealth~~operations ~~Group may not be satisfied at all~~ or ~~in the~~financial ~~anticipated timeframe~~condition.

~~Under~~We ~~the~~face ~~terms~~substantial ofcompetition ~~the~~from ~~UHG~~many ~~Agreement,~~healthcare ~~the~~information ~~consummation~~systems ofcompanies ~~our transaction with a subsidiary of UnitedHealth Group is subject to customary conditions. Satisfaction of certain of the conditions is not within our control,~~ and ~~difficulties~~other inIT ~~otherwise satisfying the conditions may prevent~~companies, ~~delay~~including ~~or otherwise materially adversely affect~~ the ~~consummation~~ ofgrowing ~~the~~presence ~~transaction. It also is possible that an event, occurrence, revelation or development~~ of alarge ~~state~~technology ofcompanies ~~circumstances~~entering ~~or facts since~~ the ~~date~~healthcare ofmarket. ~~the~~This ~~UHG~~vigorous ~~Agreement~~competition ~~may~~requires ~~have~~us ~~or reasonably be expected~~ to ~~have~~provide ahigh ~~material adverse effect (as defined in the UHG Agreement) on the Company~~quality, ~~the~~innovative ~~non-occurrence~~products ofat ~~which is~~ a ~~condition~~competitive ~~to the consummation of the transaction~~price. WeThese ~~cannot~~competitive ~~predict~~threats ~~with certainty whether and when any of the required conditions~~ will belikely ~~satisfied.~~remain ~~If the transaction does not receive,~~ or ~~timely~~expand ~~receive,~~in the ~~required~~future. ~~regulatory~~Our ~~approvals~~key ~~and~~competitors ~~clearances,~~include: or if another event occurs delaying or preventing the transaction, such delay or failure to complete the transaction may create uncertainty or otherwise have negative consequences that may materially and adversely affect our sales, financial condition and results of operations, as well as the price per share for our common stock.

25•healthcare transaction processing companies, including those providing EDI services and/or internet-based services and those providing services through other means, such as paper and fax;

~~Table~~•healthcare ofinformation ~~Contents~~system vendors that support providers or payers with their revenue and payment cycle management, imaging usage, retrieval and management, capacity and resource management, and clinical information exchange processes, including physician and dental practice management, pharmacy management, hospital information, imaging and workflow solutions and EHR vendors;

~~While~~•IT ~~the proposed transaction is pending, we are subject to business uncertainties~~ and ~~contractual restrictions~~healthcare ~~that~~consulting ~~could~~service ~~disrupt~~providers; ~~our business.~~

~~Whether~~•healthcare orinsurance ~~not the proposed transaction is consummated~~companies, ~~the~~pharmacy ~~proposed~~benefit ~~transaction may disrupt our current plans and operations, which could have an adverse effect on our business and financial results. The pendency of the transaction may also divert~~ management’s ~~attention~~ and ~~our~~pharmacy ~~resources~~benefit ~~from~~administrator ~~ongoing business and operations and our employees and other key personnel may have uncertainties about the effect of the pending transaction~~companies, ~~and~~hospital ~~the~~management ~~uncertainties~~companies ~~may impact our ability to retain, recruit~~ and ~~hire~~pharmacies ~~key~~that ~~personnel~~provide ~~while the transaction is pending~~ or ifare ~~it fails~~developing toelectronic ~~close. We may incur unexpected costs, charges or expenses resulting from the~~ transaction. ~~Furthermore,~~and wepayment ~~cannot~~distribution ~~predict~~services ~~how~~for ~~our~~use ~~physician,~~by ~~health~~providers ~~plan~~ and ~~other partners will view~~ /or ~~react~~by ~~to the transaction upon consummation. If we are unable to reassure our partners to continue~~ their ~~partnerships~~members and ~~affiliates~~customers; ~~with us, our revenues, financial condition and results of operations may be adversely affected.~~

~~The~~•healthcare ~~preparations~~payments ~~for integration between UnitedHealth Group~~ and ~~the~~communication ~~Company~~solutions ~~have placed~~providers, ~~and~~including wefinancial ~~expect~~institutions ~~will continue to place, a significant burden on many of our teammates~~ and onpayment ~~our~~processors ~~internal~~that ~~resources.~~have ~~If,~~invested ~~despite~~in ~~our~~healthcare ~~efforts,~~data ~~key~~management ~~teammates depart because of these uncertainties and burdens~~assets, ~~or because they do not wish to remain with the combined company, our business~~ and ~~results~~print ~~of operations may be adversely affected. In addition, whether or not the transaction is consummated, while it is pending we will continue to incur costs, fees, expenses~~ and ~~charges~~mail ~~related~~vendors; ~~to the proposed transaction, which may materially and adversely affect our financial condition and results of operations.~~

In•healthcare ~~addition,~~eligibility ~~the UHG Agreement generally requires the Company to operate its business in the ordinary course of business consistent with past practice pending consummation of the merger~~ and ~~also~~enrollment ~~restricts~~services uscompanies; from taking certain actions with respect to our business and financial affairs without UnitedHealth Group’s consent. Such restrictions will be in place until either the UHG Transaction is consummated or the UHG Agreement is terminated. For these and other reasons, the pendency of the UHG Transaction could adversely affect our business and results of operations.

In•healthcare ~~the~~payment ~~event~~accuracy ~~that~~companies; our proposed transaction with a wholly-owned subsidiary of UnitedHealth Group is not consummated, the trading price of our common stock and our future business and results of operations may be negatively affected.

~~The~~•healthcare ~~conditions~~engagement ~~to the consummation of the proposed transaction may not be satisfied as noted above. If the transaction is not consummated, we would remain liable for significant transaction costs,~~ and ~~the~~transparency ~~focus~~companies; of our management would have been diverted from seeking other potential strategic opportunities, in each case without realizing any benefits of the proposed transaction. For these and other reasons, not consummating the transaction could adversely affect our business and results of operations. Furthermore, if we do not consummate the transaction, the price of our common stock may decline significantly from the current market price, which we believe reflects a market assumption that the transaction will be consummated. Certain costs associated with the transaction have already been incurred or may be payable even if the transaction is not consummated. Further, a failed transaction may result in negative publicity and a negative impression of us in the investment community. Finally, any disruptions to our business resulting from the announcement and pendency of the transaction, including any adverse changes in our relationships with our customers, vendors and employees or recruiting and retention efforts, could continue or accelerate in the event of a failed acquisition.

~~Risks~~•healthcare ~~Related~~billing toand ~~the~~coding ~~COVID-19~~services ~~Pandemic~~companies;

An•providers ~~economic~~of ~~downturn~~other ordata ~~volatility~~products ~~like~~and wedata ~~are~~analytics ~~currently~~solutions, ~~experiencing~~including ~~due~~healthcare torisk ~~COVID-19~~adjustment, ~~could have a material adverse impact on our business~~quality, ~~results~~economic ofstatistics ~~operations~~and orother ~~financial~~data; ~~condition.~~and

~~The~~•licensors ~~U.S. and world economies have experienced significant economic uncertainty and volatility during recent years and that uncertainty became more acute in the last year as a result~~ of ~~the COVID~~de-19identified ~~pandemic~~healthcare information.

26In addition, the increasing standardization of certain healthcare IT products and services has made it easier for companies to enter these markets with competitive products and services. Many software, hardware, information systems and business process outsourcing companies, both with and without healthcare companies as their partners, offer or have announced their intention to offer products or services that are competitive with solutions that we offer. There have been a number of recent entrants that have successfully marketed competitive solutions and they may expand these offerings in the future. We cannot fully anticipate whether or when companies in adjacent or other product, service or technology areas may launch competitive products, and any such entry may lead to product obsolescence, loss of market share or erosion of prices. The extent of this competition varies by the size of companies, geographical coverage and scope and breadth of products and services offered. Within certain of the markets in which we operate, our competitors are significantly larger and have greater financial or other resources and have established reputations for success. In addition, many of the world’s largest and most well-funded technology companies are aggressively pursuing opportunities to enter the healthcare market, and we expect such initiatives to accelerate in light of the COVID-19 pandemic.

~~Table~~Additionally, the pace of ~~Contents~~change in the healthcare information systems market is rapid and there are frequent new solution introductions, solution enhancements and evolving industry standards and requirements. We cannot guarantee that we will be able to upgrade our existing solutions or services, or introduce new solutions or services at the same rate as our competitors, or at all, nor can we guarantee that upgrades or new solutions or services will achieve market acceptance over or among competitive offerings, or at all.

While conditions have improved since the onset of the COVID-19 pandemic, a weakening of economic conditions has led to reductions in demand for certain of our solutions and it may take longer than expected to return to previous levels in demand, if at all, depending on the duration and intensity of the COVID-19 pandemic. As a result of volatile or uncertain economic conditions, we may experience the negative effects of increased financial pressures on payer and provider customers. For instance, our business has been and is likely to continue to be negatively impacted by increased competitive pricing pressure and a decline in our customers’ creditworthiness, which could result in us incurring increased bad debt expense. Additionally, our business may be negatively impacted by provider customers declaring bankruptcy as a result of the COVID-19 pandemic. Further, volatile or uncertain economic conditions in the U.S. and other parts of the world could lead government customers to terminate, or elect not to renew, existing contracts with us, or not enter into new contracts with us. If we are not able to timely and appropriately adapt to changes resulting from the current weak economic environment, it could have a material adverse impact on our business, results of operations or financial condition. 23

~~Our~~Competitors ~~business~~may ~~has~~also ~~been~~commercialize ~~and~~products, ~~continues~~services toor betechnologies ~~negatively~~that ~~affected~~render byour ~~the~~solutions ~~ongoing~~obsolete ~~COVID-19~~or ~~pandemic and~~less ~~may face similar impacts from any future outbreaks of disease~~marketable.

~~Our~~These ~~operations~~competitive ~~have~~pressures ~~and~~could ~~continue~~have to be affected by the ongoing global COVID-19 pandemic and the resulting volatility and uncertainty it has caused in the U.S. and international markets. In March 2020, the World Health Organization declared the COVID-19 outbreak a ~~pandemic~~material ~~and~~adverse ~~recommended~~impact ~~containment~~on ~~and~~our ~~mitigation measures worldwide. The widespread infection in the U.S. and abroad has caused significant volatility and uncertainty in U.S. and international markets~~business, ~~which~~results ~~could~~of ~~result~~operations inor afinancial ~~prolonged economic downturn that has disrupted and is expected to continue to disrupt our business~~condition.

~~Although~~Competition ~~there~~with ~~are~~some ~~effective vaccines for COVID-19 that have been approved for use~~customers, ~~we are unable to predict how widely utilized the vaccines will be, whether they will be effective in preventing the spread of COVID-19 (including its variant strains) and when~~ or ifdecisions ~~normal~~by ~~economic~~customers ~~activity and business operations will resume. While national, state and local quarantine, shelter-in-place, curfew and similar isolation measures have begun~~ to ~~ease,~~perform ~~such~~internally ~~government~~some ~~orders and other restrictions may continue in effect or may be reinstituted if outbreaks increase or fail to decrease. Such measures have had adverse impacts on the U.S. and foreign economies~~ of uncertain severity and duration and have and may continue to negatively impact our ongoing operations, including our revenue and supply chain. For example, a portion of our business is tied to overall volumes of activity in the ~~healthcare~~same ~~system,~~solutions ~~and as a result of the significant reduction,~~ or inservices ~~some~~that ~~cases elimination, of elective medical procedures and healthcare visits, without a corresponding increase in COVID-19 related transactions,~~ we ~~saw a significant temporary decline in transactions across our medical and dental networks and may not see a full return to previous levels of transaction volume in the market. In addition~~offer, ~~for~~could aharm ~~portion of~~ our ~~technology-enabled services~~ business ~~we get paid on a contingency basis based on collections~~, ~~which~~results ~~has also been impacted by a delay in elective procedures. While uncertainty remains, we are seeing an improvement in healthcare utilization as a result~~ of aoperations ~~trend~~or ~~towards~~financial ~~more normal underlying demand and people seeking care that they previously deferred due to the pandemic~~condition.

AsSome aof ~~result~~our ofexisting ~~the~~customers ~~ongoing~~compete ~~COVID-19~~with ~~outbreak~~us, weor ~~and~~may ~~several~~do ofso ~~our~~in ~~business partners have transitioned~~ the ~~majority~~future, ofand ~~our~~some ~~workforce~~customers belong to aalliances ~~temporary~~that ~~remote~~compete ~~working~~with ~~model~~us, ~~which~~or may ~~result~~do so in usthe ~~experiencing~~future, ~~lower~~either ~~work~~with ~~efficiency~~respect ~~and~~to ~~productivity,~~the ~~which~~solutions inor ~~turn~~services ~~may~~we ~~adversely~~provide ~~affect~~to ~~our~~them ~~business.~~now, Asor ~~our~~with ~~employees~~other ~~and~~lines of business ~~partners’~~. ~~employees~~For ~~work~~example, ~~from~~some ~~home~~payer ~~and~~customers ~~access~~currently ~~our system remotely~~offer, wethrough ~~may~~affiliated beclearinghouses, ~~subject~~web toportals ~~heightened security~~ and ~~privacy~~other ~~risks~~means, ~~including~~electronic ~~the~~data ~~risks~~transmission ofservices ~~cyber-attacks~~to ~~and~~providers ~~privacy~~that ~~incidents.~~allow ~~Additionally,~~the weprovider ~~have~~to abypass ~~limited~~third-party ~~number~~EDI ofservice ~~employees~~providers ~~who continue~~such toas ~~work~~us. inThe ~~our~~ability ~~facilities~~of orpayers ~~perform~~to ~~services~~replicate atthese ~~our~~solutions ~~customers’~~and ~~facilities~~the ~~who~~ability ~~may~~of beproviders ~~subject~~ to ~~heightened~~connect ~~risks~~directly ~~for~~with ~~COVID-19~~payers ~~exposure~~may ~~thus~~adversely ~~potentially~~affect ~~impacting~~the ~~their~~terms ~~health~~ and ~~future~~conditions ~~worker compensation~~we ~~claims~~are ~~against~~able ~~us.~~to Wenegotiate ~~may~~in ~~also~~our beagreements ~~subject~~with topayers ~~lawsuits from employees~~ and ~~others~~our ~~exposed~~transaction tovolume ~~COVID-19~~with ~~at our facilities~~them, which ~~could~~directly ~~involve~~relates ~~large~~to ~~demands~~our ~~and substantial defense costs~~revenue. ~~Our professional~~In ~~and~~addition, ~~general~~to ~~liability~~the ~~insurance~~extent ~~may~~that ~~not~~customers ~~cover~~elect ~~all~~to ~~claims~~perform ~~against~~internally ~~us.~~any ~~Furthermore,~~of ifthe ~~any~~business ofprocesses our ~~employees~~solutions ~~are~~address ~~unable~~we tomay ~~perform~~lose ~~his~~such customers or ~~her~~the ~~duties~~volume ~~for~~of aour ~~period~~business ofwith ~~time,~~such ~~including~~customers asmay ~~the~~be ~~result~~reduced, ofwhich ~~illness,~~could harm our business, results of operations or financial condition ~~could be adversely affected~~. ~~Finally, the widespread pandemic has~~

27We have faced and will continue to face pressure to reduce prices, which may reduce our margins, profitability and competitive position.

~~Table~~As electronic transaction processing further penetrates the healthcare market and becomes highly standardized, competition among revenue cycle management software and EDI providers is increasingly focused on providing value added services and capabilities to customers. This competition has placed pressure, and could place further pressure, on us to continue to improve our products and keep prices competitive in order to retain market share. Likewise, as a result of ~~Contents~~Medicare or Medicaid payment reductions and other reimbursement changes, our provider customers have sought, and may attempt to seek, price concessions. If we are unable to reduce costs sufficiently to offset declines in prices, or if we are unable to introduce new, innovative offerings with higher margins, our business, results of operations or financial condition may be materially adversely impacted.

~~caused~~In ~~and~~addition, ismany ~~expected~~healthcare industry constituents are consolidating to ~~continue~~create integrated healthcare delivery systems with greater market power. As provider networks, such as hospitals, and payer organizations, such as private insurance companies, consolidate, competition to ~~cause~~provide ~~significant~~the ~~disruption~~types of ~~global~~solutions ~~financial~~we ~~markets~~provide may become more intense and the importance of establishing and maintaining relationships with key healthcare industry constituents could increase. These healthcare industry constituents have used in the past, ~~which~~and ~~may~~likely ~~reduce~~will ortry ~~impair~~to use in the future, their market power—particularly where it has been increased following mergers and consolidations—to negotiate price reductions for our ~~ability~~solutions. If we are forced to ~~access~~further ~~capital~~reduce ~~(or~~prices ~~access~~and ~~capital~~are onunable ~~reasonable~~reduce ~~terms) temporarily~~expenses, ~~during~~margins ~~this~~will ~~period~~decrease and results of operations could deteriorate. In addition, the diversity of our customer and revenue base may decline as our customers combine.

~~While~~Increasing ~~the~~inflationary ~~COVID-19~~pressures ~~outbreak has,~~ and ~~may~~consumer ~~continue~~costs ~~to, provide us with new business opportunities, including supporting customers offering novel telemedicine, telehealth, and data and analytics products and solutions, we~~ may ~~experience~~have ~~compliance~~a ~~and~~negative ~~related~~effect ~~business~~on ~~development~~our ~~risks associated with these new business opportunities if customers request~~margins, ~~and~~profitability ~~we attempt to offer, these products~~ and ~~solutions~~results ~~on an expedited basis in support~~ of ~~COVID-19 efforts~~operations.

WeThe ~~cannot~~broader ~~reasonably~~U.S. ~~estimate~~economy ~~the~~has ~~length~~experienced orhigher ~~severity~~than ofexpected inflationary pressures in the ~~COVID-19~~beginning ~~pandemic~~of 2022 orrelated ~~the~~to ~~related~~continued ~~response~~supply chain disruptions, ~~including~~ ~~the~~labor ~~length~~shortages ofand ~~time~~geopolitical itinstability. Increasing inflationary pressures may ~~take~~have ~~for~~a ~~normal~~negative ~~economic~~effect on our profit margins and ~~operating~~earnings ~~conditions~~due to ~~resume~~associated orcosts increases. Our Technology-Enabled Services businesses in particular may be materially affected to the extent such associated cost increases are not passed on to ~~which~~customers due to resistance to higher prices and/or the ~~disruption~~timing needed to pass on such increases. Additionally, we face an increasingly competitive labor market due to sustained labor shortages in part from the COVID-19 pandemic and are subject to inflationary pressures on employee wages and salaries which may ~~materially~~increase labor costs. Failure to retain highly skilled employees due to wage inflation could have a material adverse impact on our business, ~~consolidated~~results of operations or financial ~~position~~condition. See “Our success depends in part on our ability to identify, ~~consolidated~~recruit ~~results~~and ofretain ~~operations~~skilled ~~or consolidated~~management ~~cash~~and ~~flows.~~technical Topersonnel ~~the~~(including ~~extent~~while the ~~COVID-19~~UHG ~~pandemic~~Transaction ~~adversely~~is ~~affects~~pending). If we fail to recruit and retain suitable candidates or if our relationship with our employees changes or deteriorates, there could be a material adverse impact on our business, results of operations, or financial ~~position~~condition.” While we are unable to predict the direction of the economy or ~~consolidated~~if ~~cash~~inflation ~~flows,~~will itincrease ~~may~~or ~~also~~revert ~~have~~to normal levels, if the ~~effect~~current inflationary trends continue for a sustained period of ~~heightening~~time, ~~many~~our margins, profitability and results of ~~the other~~operations ~~risks~~could ~~described~~be ~~herein.~~adversely affected.

~~Risks~~Failure ~~Related~~to maintain relationships with channel partners or significant changes in the terms of agreements with channel partners may have an adverse effect on our ability to ~~Our~~successfully ~~Business~~market ~~and~~our ~~Industry~~solutions.

IfWe wehave ~~are~~entered ~~unable~~into contracts with channel partners to ~~retain~~market and sell some of our ~~existing~~solutions. ~~customers~~Most orof ~~attract~~these ~~new~~contracts ~~customers~~are on a non-exclusive basis. However, ~~our~~under ~~business~~contracts with some channel partners, ~~financial~~we ~~condition~~may orbe ~~results~~bound by provisions that restrict our ability to market and sell solutions to potential customers. Our arrangements with some of ~~operations~~these ~~could~~channel ~~suffer~~partners involve negotiated payments to them based on percentages of revenue they generate. If the payments prove to be too high, we may be unable to realize acceptable margins, but if the payments prove to be too low, channel partners may not be motivated to produce a sufficient volume of

Our success depends substantially upon the retention of existing customers and the attraction of new customers. We may not be able to retain our existing customers or attract new customers if we are unable to provide solutions or services that existing or prospective payer customers believe enable them to achieve improved efficiencies and cost-effectiveness or allow them to more effectively manage their revenue cycle, increase reimbursement rates and improve cash flows. 24

~~Success~~revenue. inThe ~~retaining~~success ~~and~~of ~~attracting customers~~these partnerships will ~~also~~ depend, in part upon the channel partners’ own competitive, marketing and strategic considerations, including the relative advantages of using alternative solutions being developed and marketed by them or by competitors. If channel partners are unsuccessful in marketing our solutions or seek to amend the terms of their contracts, we may need to broaden our marketing efforts to increase focus on the solutions they sell and alter our ~~ability~~distribution strategy, which may divert planned efforts and resources from other projects and may increase our costs. In addition, as part of the packages these channel partners sell, they may offer a choice to ~~innovate~~their ~~successfully~~customers between our solutions and similar solutions offered by competitors or by the channel partners directly. If our solutions are not chosen for inclusion in these packages, revenue we earn from our channel partner relationships will decrease. Lastly, we could be ~~responsive~~subject to ~~technological~~claims ~~developments~~and liability as a result of the activities, ~~pricing~~products ~~pressures~~or services of channel partners or other resellers of our solutions. Even if these claims do not result in liability, investigating and ~~changing~~defending claims could be expensive, time-consuming and result in adverse publicity that could have a material adverse impact on our business, ~~models~~results of operations or financial condition.

ToIf ~~remain competitive in the evolving healthcare IT markets, we must continuously upgrade~~ our ~~existing~~ solutions ~~and~~do ~~develop~~not ~~and~~interoperate ~~introduce~~with ~~new solutions~~our oncustomers’ ~~a timely basis. Future advances in healthcare IT could lead to new technologies, products~~ or ~~services~~their ~~that~~vendors’ ~~are~~networks ~~competitive~~and ~~with existing solutions~~infrastructures, ~~resulting in pricing pressure~~ or ~~rendering~~if ~~such~~customers ~~solutions obsolete~~ or ~~not~~their ~~competitive. In~~vendors ~~addition,~~implement ~~because~~new wesystem ~~deliver~~updates ~~enterprise-wide~~that ~~and~~are ~~single~~incompatible ~~entity~~with ~~clinical,~~our ~~patient care, financial, imaging, supply chain and strategic management software~~ solutions ~~to payers~~, ~~hospitals,~~sales ~~physicians~~of ~~and~~those ~~other providers, our ability to integrate these software~~ solutions could be ~~challenged,~~adversely ~~which may impair our ability to retain customers and harm our reputation with existing and prospective customers~~affected. We also may not be able to retain or attract customers if our solutions contain errors or otherwise fail to perform properly, if our pricing structure is not competitive or if we are unable to renegotiate customer contracts upon expiration.

Our ~~revenue~~solutions ~~depends~~must ininteroperate ~~part~~with ~~upon~~our ~~maintaining~~customers’ ~~high~~and ~~customer~~their ~~retention~~vendors’ ~~rates~~existing infrastructures, which often have different specifications, utilize multiple protocol standards, deploy products and ~~our~~applications ~~future~~from ~~growth~~multiple ~~depends~~vendors, onand ~~attracting~~contain ~~new~~multiple ~~customers~~generations of products that have been added to that infrastructure over time. WeSome ~~may not~~of bethe ~~able~~technologies supporting our customers and their vendors are changing rapidly and we must continue to ~~retain~~adapt ~~current~~to these changes in a timely and effective manner at an acceptable cost. In addition, our customers orand ~~attract~~their vendors may implement new ~~customers~~technologies ~~depending~~into their existing networks and systems infrastructures that may not immediately interoperate with our solutions. Our continued success will depend on ~~their~~our ~~view~~ability to adapt to changing technologies, manage and process ever-increasing amounts of data and information and improve the ~~UHG~~performance, ~~Transaction~~features and reliability of our services in response to changing customer and industry demands. ~~For~~If ~~example,~~we ~~historically~~encounter complications related to network configurations or settings, we ~~believe~~may ~~that~~have ~~certain~~to ~~customers~~modify ~~have~~our ~~chosen~~solutions usto asenable them to interoperate with customers’ and their ~~service~~vendors’ ~~provider~~networks inand ~~part~~manage ~~due~~customers’ totransactions ~~our~~in ~~independent status~~the manner intended. IfFor ~~customers~~example, noif ~~longer~~customers ~~view~~or ustheir asvendors animplement ~~independent~~new ~~service~~encryption ~~provider~~protocols, ~~they~~it may ~~choose~~be necessary for us to obtain a ~~different~~license ~~provider.~~to Ifimplement or interoperate with such protocols, and there can be no assurance that we ~~are~~will ~~unable~~be able to ~~maintain~~obtain ~~customer~~such ~~retention~~a ~~rates~~license on acceptable terms, if at all. These difficulties could delay or prevent the successful design, development, testing, introduction or marketing of our solutions. As a consequence of any of the foregoing, our ability to ~~attract~~sell ~~new~~our ~~customers~~solutions may be impaired, which could have a material adverse impact on our business, results of operations or financial ~~condition~~ ~~could be adversely impacted~~condition.

28Our ability to generate revenue could suffer if we do not continue to update and improve existing solutions and develop new ones.

~~Table~~We must continually improve the functionality of ~~Contents~~our existing solutions and introduce valuable healthcare IT and service solutions in order to respond to technological and regulatory developments and customer demands. For example, from time to time, government agencies may alter format and data code requirements applicable to electronic transactions. In addition, customers may request that solutions be customized to satisfy particular security protocols, modifications and other contractual terms in excess of industry norms and standard configurations. We may not be successful in responding to technological and regulatory developments or changing customer needs. In addition, these regulatory or customer-imposed requirements may impact the profitability of solutions and customer engagements. The pace of change in the markets is rapid, and there are frequent new product and service introductions by competitors and channel partners who use our solutions in their offerings. If we do not respond successfully to technological and regulatory changes, as well as evolving industry standards and customer demands, our solutions may become obsolete. Technological changes also may result in the offering of competitive solutions at lower prices than we are charging for our solutions, which could result in us losing sales unless we lower the prices we charge or provide additional efficiencies or capabilities to the customer. If we lower our prices on some of our solutions, we will need to increase margins on other solutions in order to maintain overall profitability.

IfThere are increased risks of performance problems and breaches during times when we are ~~unable~~making tosignificant ~~connect~~changes to aour ~~large~~solutions ~~number~~or ofsystems ~~payers~~we ~~and~~use ~~providers~~to provide our solutions. In addition, changes to our solutions ~~would~~or besystems, ~~limited and~~including ~~less~~cost ~~desirable~~savings initiatives, may cost more than anticipated, may not provide the benefits expected, may take longer than anticipated to ~~customers~~develop and implement or may increase the risk of performance problems.

~~Our~~In ~~business~~order ~~largely depends upon our ability~~ to ~~connect~~respond ~~electronically~~ to atechnological ~~substantial~~changes, ~~number of~~such ~~payers~~as ~~and~~continuing ~~providers.~~development ~~The~~in ~~attractiveness~~the ofareas ~~some~~ of ~~the~~data ~~solutions~~analytics, wemachine ~~offer to providers~~learning, ~~such~~artificial asintelligence ~~claims management~~ and ~~submission services~~blockchain, ~~depends~~among inothers, ~~part~~as onwell ~~our~~as ~~ability~~regulatory tochanges ~~connect~~and toevolving asecurity ~~large~~risks ~~number~~and ofindustry ~~payers~~standards, ~~which~~our ~~allows~~solutions itand tothe ~~streamline~~software and ~~simplify~~ ~~workflows~~systems ~~for~~we ~~providers.~~use ~~These~~to ~~connections~~provide ~~may~~our besolutions ~~made~~must ~~either~~be ~~directly~~continually orupdated ~~through~~and ~~a clearinghouse~~enhanced. WeBecause ~~may~~some ~~not be able to maintain our connections with a large number~~ of ~~payers~~the onsoftware ~~satisfactory terms~~ and ~~may~~systems ~~not~~that bewe ~~able~~use to ~~develop~~provide ~~new connections,~~solutions ~~either~~to ~~directly~~customers orare ~~through~~inherently ~~other~~complex, ~~clearinghouses~~changing, onupdating, ~~satisfactory~~enhancing ~~terms.~~or ~~The~~creating ~~failure~~new toversions ~~maintain~~of ~~these connections could cause~~ our solutions toor bethe ~~less~~software ~~attractive~~or tosystems ~~provider~~we ~~customers.~~use Into ~~addition,~~provide ~~payer customers view~~ our ~~relationships with~~solutions ~~providers~~introduces ~~as desirable in allowing them to receive~~ a ~~high~~risk ~~volume~~ of ~~transactions~~errors ~~electronically~~or ~~and~~performance ~~realize~~problems. ~~the~~We ~~resulting~~cannot ~~cost~~be ~~efficiencies~~certain ~~through~~that ~~the~~errors ~~use~~will ofnot ~~our~~arise ~~solutions.~~in ~~Competing~~connection ~~EDI service providers can easily establish connections~~ with ~~payers~~ ~~and~~any ~~providers~~such ~~and~~changes, ~~thereby may replicate these solutions. Any failure to maintain existing connections with payers~~updates, ~~providers~~enhancements ~~and other clearinghouses~~ or ~~to develop~~ new ~~connections as circumstances warrant~~versions, orespecially anwhen ~~increase~~first inintroduced. ~~the~~Even ~~utilization~~if ~~of direct links between payers and providers, could cause~~ our ~~electronic~~solutions ~~transaction~~do ~~processing~~not ~~systems~~have toperformance ~~be less desirable to healthcare constituents~~problems, ~~which~~technical ~~would~~and ~~reduce~~customer ~~the~~service ~~number~~personnel ofmay ~~transactions~~have ~~that~~difficulties weinstalling ~~process,~~them ~~which~~or ~~would~~providing ~~reduce~~any ~~our~~necessary ~~revenue~~training and ~~could~~ ~~have~~support ato ~~material adverse impact on our business~~customers, ~~results~~and ofcustomers ~~operations or financial condition.~~

~~We face significant competition, which may harm our business, results of operations or financial condition.~~ 25

Wemay ~~face~~not ~~substantial~~follow ~~competition~~our ~~from~~guidance ~~many~~on ~~healthcare~~appropriate ~~information systems~~training, ~~companies~~support and ~~other~~implementation ITfor ~~companies,~~such ~~including the growing presence of large technology companies entering the healthcare market~~solutions. This vigorous competition requires us to provide high quality, innovative products at a competitive price. These competitive threats will likely remain or expand in the future. Our key competitors include:

•Implementation ~~healthcare~~of ~~transaction~~changes ~~processing~~in ~~companies,~~our ~~including~~technology ~~those~~and ~~providing~~systems ~~EDI~~may ~~services~~cost ~~and/~~more or ~~internet-based~~take ~~services~~longer than originally expected and ~~those~~may ~~providing~~require ~~services~~more ~~through~~testing ~~other~~than ~~means~~initially anticipated. While new, ~~such~~updated asor ~~paper~~enhanced ~~and~~solutions ~~fax;~~are tested in production, we cannot be sure that the testing will uncover all problems that may occur in actual use.

•We ~~healthcare~~also ~~information~~periodically ~~system~~implement ~~vendors~~efficiency ~~that~~measures ~~support~~and ~~providers~~other orcost-saving ~~payers~~initiatives ~~with~~to ~~their~~improve ~~revenue~~our operating performance. These efficiency measures and ~~payment~~other ~~cycle~~cost-saving ~~management,~~initiatives ~~imaging~~may ~~usage,~~not ~~retrieval~~provide ~~and~~the ~~management,~~benefits ~~capacity~~anticipated ~~and~~or ~~resource~~do ~~management,~~so ~~and~~in ~~clinical~~the ~~information~~expected ~~exchange~~time ~~processes,~~frame. ~~including~~Implementation ~~physician~~of ~~and~~these ~~dental~~measures ~~practice~~may ~~management,~~also ~~pharmacy~~increase ~~management,~~the ~~hospital~~risk ~~information,~~of ~~imaging~~performance ~~and~~issues ~~workflow~~due ~~solutions~~to unforeseen impacts on our organization, systems and ~~EHR~~processes. ~~vendors;~~

•If ITsignificant ~~and~~problems ~~healthcare~~occur ~~consulting~~as ~~service~~a ~~providers;~~result of these changes, we may fail to meet our contractual obligations to customers, which could result in claims being made against us or in the loss of customer relationships. These claims or lost customers may have a material adverse effect on our business, financial condition, results of operations and cash flows.

•Lengthy ~~healthcare insurance companies~~sales, ~~pharmacy~~installation ~~benefit management~~ and ~~pharmacy~~implementation ~~benefit~~cycles ~~administrator~~for ~~companies,~~some ~~hospital~~of ~~management~~our ~~companies~~solutions ~~and~~may ~~pharmacies~~result ~~that~~in ~~provide~~delays or ~~are~~an ~~developing~~inability ~~electronic~~to ~~transaction~~generate ~~and~~revenue ~~payment~~from ~~distribution~~these ~~services~~solutions. ~~for use by providers and/or by their members and customers;~~

•Some of our solutions have long sales, installation and implementation cycles, which could range from a few months to years or more from initial contact with the customer to completion of implementation and generation of revenue. How and when to implement, replace, or expand an information system, or modify or add business processes, are important decisions for healthcare ~~payments~~organizations, and ~~communication~~some customers may be reluctant to change or modify existing systems or processes. Some of the solutions ~~providers~~we provide require significant capital expenditures and time commitments by our customers. Sales may be subject to delays due to customers’ internal procedures for deploying new systems and processes, and implementation may be subject to delays based on the availability of the internal customer resources needed. We may be unable to control many of the factors that will influence the timing of the buying decisions of existing or prospective customers or the pace at which installation and training may occur, including ~~financial~~decisions ~~institutions~~by our customers to delay or cancel implementations. If we experience longer sales, installation and ~~payment~~implementation ~~processors~~cycles ~~that~~for our solutions, we may experience delays in generating, or a decreased ability to generate, revenue from these solutions, which could have ~~invested~~a material adverse impact on our business, results of operations or financial condition. Furthermore, significant delays or failures to meet milestones established in ~~healthcare~~our ~~data~~customer ~~management~~contracts ~~assets~~may result in breach of contract, ~~and~~termination ~~print~~of the contract, damages and/or ~~mail~~penalties ~~vendors;~~as well as a reduction in our margins or a delay in our ability to recognize revenue.

•We are highly dependent on transaction volumes in the U.S. healthcare ~~eligibility~~industry, particularly payment and ~~enrollment~~reimbursement ~~services~~transaction ~~companies;~~volumes, and any temporary or sustained decrease in healthcare transaction, payment or reimbursement volumes could have a material adverse impact on our business, results of operations or financial condition.

•A ~~healthcare~~significant portion of our revenue attributable to the ongoing use of or subscription to a service or solution after an initial sale or renewal without additional selling efforts is earned on a per transaction basis (or is derived from transaction-related services). As a result, much of our revenue is tied to customer transaction, payment ~~accuracy~~and ~~companies;~~reimbursement volumes and is generally not required to be paid in the absence of healthcare transactions, which are not subject to minimum volume requirements under customer contracts. In addition, some contracts with customers can be terminated or not renewed without penalty and on little or no advance notice. As a result, this “recurring” revenue is highly dependent on us maintaining our customer base as well as on the transaction volume in the U.S. healthcare industry. For example, in the U.S. our revenue can be adversely affected by the impact of lower than normal healthcare utilization trends and other negative economic factors such as higher unemployment. Further, weakened economic conditions or a recession could reduce the amounts patients are willing or able to spend on healthcare services. As a result, patients may elect to delay or forgo seeking healthcare services and increases in unemployment rates are likely to cause commercial payer membership to decline, which could further reduce healthcare utilization and transaction volumes. In addition, such events could decrease payer or provider demand for our solutions, which could further adversely impact revenue, including “recurring” revenue.

•Various factors may cause continued temporary or sustained disruption to U.S. healthcare ~~engagement~~transaction volumes. The impact such disruptions would have on our business will depend upon the magnitude and ~~transparency~~duration ~~companies;~~of any such disruption. Factors include, among others:

•the financial stability of customers and the U.S. healthcare ~~billing~~industry, and ~~coding~~the impact of any fundamental corporate changes to healthcare providers and payers, such as hospital and insurance consolidations, on the cost and availability of, and the rate of reimbursement for, healthcare services, ~~companies~~including due to the aftermath of the COVID-19 pandemic;

•political, ~~providers~~legislative, ofregulatory and other ~~data~~changes ~~products~~in ~~and~~how ~~data~~healthcare ~~analytics~~services ~~solutions~~are covered, delivered and reimbursed, including ~~healthcare~~any ~~risk~~future ~~adjustment~~changes to the ACA, ~~quality~~Medicare, ~~economic~~Medicaid ~~statistics~~ and other ~~data;~~federal, state and local healthcare regulations, as well as any future changes due to the COVID-19 pandemic;

•factors ~~licensors~~that ofmay ~~de-identified~~affect demand for healthcare ~~information.~~services, such as high unemployment, rising healthcare costs and increased copayment requirements; and

In•general ~~addition,~~economic ~~the increasing standardization of certain healthcare IT products and services has made it easier for companies to enter these markets with competitive products and services~~conditions. ~~Many software, hardware, information systems and business process outsourcing companies, both with and without healthcare companies as~~

29 26

~~Table~~Any temporary or sustained decrease in healthcare transaction, payment or reimbursement volumes in the U.S. could have a material adverse impact on our business, results of ~~Contents~~operations or financial condition.

~~their~~Our ~~partners,~~business ~~offer~~would orbe ~~have~~adversely ~~announced~~affected ~~their~~if ~~intention to offer products or services that are competitive with solutions that~~ we ~~offer. There have been a number of recent entrants that have successfully marketed competitive solutions and they may expand these offerings in the future. We~~ cannot ~~fully anticipate whether or when companies in adjacent or other product~~obtain, ~~service~~process or ~~technology~~distribute ~~areas may launch competitive products, and any such entry may lead to product obsolescence, loss of market share or erosion of prices. The extent of this competition varies by~~ the ~~size~~highly ofregulated ~~companies,~~data ~~geographical coverage and scope and breadth of products and services offered. Within certain of the markets in which~~ we ~~operate,~~require our competitors are significantly larger and have greater financial or other resources and have established reputations for success. In addition, many of the world’s largest and most well-funded technology companies are aggressively pursuing opportunities to ~~enter~~provide ~~the~~our ~~healthcare market, and we expect such initiatives to accelerate in light of the COVID-19 pandemic~~solutions.

~~Additionally~~Our business relies on our ability to obtain, ~~the~~process, ~~pace~~monetize ofand ~~change~~distribute highly regulated data in the healthcare ~~information~~and ~~systems~~other ~~market~~industries, isin ~~rapid~~a manner that complies with applicable laws, regulations and ~~there~~contractual ~~are~~and ~~frequent~~technological ~~new~~restrictions. ~~solution~~The ~~introductions, solution~~failure ~~enhancements~~by us or our data suppliers and ~~evolving~~processors ~~industry~~to ~~standards~~obtain and ~~requirements.~~provide Wedata ~~cannot~~in ~~guarantee~~a ~~that~~compliant wemanner ~~will~~could behave ~~able~~a harmful effect on our ability to ~~upgrade~~use and disclose data which in turn could impair our ~~existing~~functions ~~solutions~~and operations, including our ability to share data with third parties or incorporate it into our services and offerings. In addition, the use, processing and distribution of data may require us or ~~introduce~~our ~~new~~data ~~solutions~~suppliers and processors to obtain consent from third parties or ~~services~~follow atadditional laws, regulations or contractual and technological restrictions that apply to the ~~same~~healthcare ~~rate~~and asother ~~our~~industries. ~~competitors,~~These requirements could interfere with or atprevent ~~all~~creation or use of rules and analyses or limit other data-driven activities that benefit us. Moreover, ~~nor~~ ~~can~~due to lack of valid notice, permission or waiver, we ~~guarantee~~may ~~that~~be ~~upgrades~~subject to claims or ~~new~~liability ~~solutions~~for use or ~~services~~disclosure ~~will~~of ~~achieve~~information. ~~market~~We ~~acceptance~~have ~~over~~policies and procedures in place to address the proper handling and use of data, but could face claims that our practices occur in a manner not permitted under applicable laws or ~~among~~our ~~competitive~~agreements ~~offerings~~with or obligations to data providers, individuals or atother ~~all~~third parties. ~~Competitors~~See ~~may~~“—Breaches ~~also~~and ~~commercialize~~failures ~~products~~of our IT systems and the security measures protecting them, ~~services~~and the sensitive information we transmit, use and store, expose us to potential liability and reputational harm” below for further discussion. These claims or ~~technologies~~liabilities ~~that~~and ~~render~~other failures to comply with applicable requirements could damage our ~~solutions~~reputation, ~~obsolete~~ subject us to unexpected costs and could have a material adverse impact on our business, results of operations or ~~less~~financial ~~marketable~~condition.

~~These~~Failure ~~competitive~~by ~~pressures~~our ~~could~~customers ~~have~~to aobtain ~~material~~proper ~~adverse~~permissions ~~impact~~or onprovide us with accurate and appropriate information may result in claims against us or may limit or prevent our use of information, which could harm our business. Additionally, ~~results~~privacy ofconcerns ~~operations~~relating orto ~~financial condition~~our business could damage our reputation and deter current and potential customers from using our solutions.

~~Competition~~To ~~with~~the ~~some~~extent ~~customers,~~we are not otherwise permitted to use and/or ~~decisions~~disclose bycustomer information, we require our customers to ~~perform~~provide ~~internally~~necessary ~~some~~notices and obtain necessary permissions for the use and disclosure of the ~~same~~information that we receive from our member engagement, member eligibility, billing and coding and other solutions. If they do not provide necessary notices or obtain necessary permissions, then our use and disclosure of information that we receive from them or on their behalf may be limited or prohibited by federal or state privacy or other laws. Such failures by our customers could impair our functions, processes and databases that reflect, contain or are based upon such information. For example, as part of our claims submission services, we rely on our customers to provide us with accurate and appropriate information and directives for our actions. While we have implemented features and safeguards relating to the accuracy and completeness of claims content, these features and safeguards may not be sufficient to prevent inaccurate claims data from being submitted to payers. In addition, such failures by our customers could interfere with or prevent creation or use of rules, analyses or other data-driven activities that benefit us or make our solutions less useful. Accordingly, we ~~offer~~may be subject to claims or liability for inaccurate claims data submitted to payers or for use or disclosure of information by reason of lack of valid notice or permission. As another example, we rely on our customers to provide us with accurate and appropriate billing and coding information, including provider enrollment information and medical necessity information. While we have implemented features and safeguards relating to provider enrollment and medical necessity requirements, these features and safeguards may not be sufficient to prevent inaccurate or incomplete billing and coding claims from being submitted to payers. Accordingly, we may be subject to claims or liability for inaccurate or incomplete billing and coding claims. These claims or liabilities could ~~harm~~damage our reputation, subject us to unexpected costs and could have a material adverse impact on our business, results of operations or financial condition.

~~Some~~Additionally, ofin ~~our~~recent ~~existing~~years, ~~customers~~consumer ~~compete~~advocates, ~~with~~media ~~us,~~and orelected ~~may~~officials ~~do so~~increasingly and publicly have criticized companies in data focused industries regarding the ~~future~~collection, storage and ~~some~~use ~~customers~~of ~~belong~~personal todata, ~~alliances~~including ~~that~~the ~~compete~~licensing ~~with~~of usde-identified data, orby ~~may~~such docompanies. soConcerns inabout ~~the~~our ~~future,~~practices ~~either~~ with ~~respect~~regard to the ~~solutions~~collection, oruse, ~~services~~disclosure weor ~~provide~~security toof ~~them~~personal ~~now~~information, orthe ~~with~~licensing ~~other lines~~ of ~~business.~~de-identified ~~For example~~data, ~~some~~or ~~payer~~other ~~customers currently~~privacy ~~offer~~related matters, ~~through~~even ~~affiliated~~if ~~clearinghouses~~unfounded, ~~web~~could ~~portals~~damage our reputation and ~~other~~adversely ~~means~~affect our business, ~~electronic~~results ~~data~~of ~~transmission~~operations ~~services~~or tofinancial ~~providers~~condition. ~~that~~Additionally, ~~allow~~to the ~~provider~~extent towe ~~bypass~~are ~~third-party~~permitted ~~EDI~~to ~~service~~de-identify ~~providers~~protected ~~such~~health asinformation ~~us.~~and ~~The~~use ~~ability~~de-identified ofinformation ~~payers~~for toour ~~replicate these~~purposes, ~~solutions~~determining ~~and~~whether ~~the~~such ~~ability~~protected ofhealth ~~providers~~information tohas ~~connect~~been ~~directly~~sufficiently ~~with~~de-identified ~~payers~~to ~~may~~comply ~~adversely~~with ~~affect~~ the ~~terms~~HIPAA ~~and~~privacy ~~conditions~~standards weand ~~are~~our ~~able~~contractual toobligations ~~negotiate~~can inrequire ~~our~~complex ~~agreements~~factual ~~with~~and ~~payers~~statistical analyses and ~~our~~is ~~transaction~~subject ~~volume~~to ~~with~~interpretation ~~them~~and judgment. Accordingly, ~~which~~we ~~directly~~may ~~relates~~be subject to ~~our revenue.~~claims Inor ~~addition,~~liability tofor ~~the~~failure ~~extent~~to ~~that~~sufficiently ~~customers~~de-identify ~~elect~~data to ~~perform~~comply ~~internally~~with ~~any~~the ofHIPAA ~~the~~privacy ~~business~~standards ~~processes~~and our ~~solutions~~contractual ~~address~~obligations. These weclaims ~~may~~or ~~lose~~liabilities ~~such~~could ~~customers~~damage orour ~~the~~reputation, ~~volume~~subject ofus ~~our~~to ~~business~~unexpected ~~with~~costs ~~such~~and ~~customers~~could ~~may~~have bea ~~reduced,~~material ~~which~~adverse ~~could~~impact ~~harm~~on our business, results of operations or financial condition.

~~We have faced and will continue to face pressure to reduce prices, which may reduce our margins, profitability and competitive position.~~ 27

AsCertain ~~electronic~~of ~~transaction~~our ~~processing~~solutions ~~further~~present ~~penetrates~~ the ~~healthcare~~potential ~~market and~~for ~~becomes highly standardized~~embezzlement, ~~competition~~identity ~~among~~theft ~~revenue~~or ~~cycle~~other ~~management~~similar ~~software~~illegal ~~and~~behavior ~~EDI~~by ~~providers~~our isemployees ~~increasingly~~or ~~focused~~vendors ~~on providing value added services~~ and ~~capabilities to customers. This competition has placed pressure, and could place further pressure, on us to add functionality and keep prices competitive in order to retain market share. Likewise, as~~ a ~~result~~failure of ~~Medicare or Medicaid payment reductions and other reimbursement changes,~~ our ~~provider~~employees ~~customers~~or ~~have~~vendors ~~sought, and may attempt~~ to ~~seek,~~observe ~~price~~quality ~~concessions.~~standards ~~If we are unable to reduce costs sufficiently to offset declines in prices,~~ or ifadhere ~~we are unable~~ to ~~introduce new~~environmental, ~~innovative~~social ~~offerings~~and ~~with~~governance ~~higher~~standards ~~margins,~~could damage our ~~business, results of operations or financial condition may be materially adversely impacted~~reputation.

InAmong ~~addition~~other things, our solutions include printing and mailing checks and/or facilitating electronic funds transfers for our payer customers and handling mail and payments from payers and from patients for many ~~healthcare~~of ~~industry~~our ~~constituents~~provider ~~are~~customers. ~~consolidating~~These services frequently include handling original checks, payment card information, banking account information and may include currency. Even when we do not facilitate payments or handle original documents or mail, our services also involve the use and disclosure of personal and business information that could be used to ~~create~~impersonate ~~integrated healthcare~~third ~~delivery~~parties ~~systems~~or ~~with~~otherwise ~~greater~~gain ~~market~~access ~~power~~to their data or funds. AsIf ~~provider~~any ~~networks~~of our employees or vendors or other bad actors takes, converts or misuses such asfunds, ~~hospitals~~documents or information, or we experience a data breach creating a risk of identity theft, we could be liable for damages, and ~~payer~~our ~~organizations~~reputation could be damaged or destroyed. In addition, ~~such~~we ascould ~~private~~be ~~insurance~~perceived ~~companies~~to have facilitated or participated in illegal misappropriation of funds, ~~consolidate~~documents or data and, ~~competition~~therefore, be subject to ~~provide~~civil or criminal liability. Federal and state regulators may take the ~~types~~position that a data breach or misdirection of ~~solutions~~data weconstitutes ~~provide~~an unfair or deceptive act or trade practice. We also may ~~become~~be ~~more intense~~required ~~and~~to notify individuals affected by any data breaches. Further, a data breach or similar incident could impact the ~~importance~~ability of ~~establishing~~our ~~and~~customers ~~maintaining~~that ~~relationships~~are creditors to comply with ~~key~~the ~~healthcare~~federal ~~industry~~“red ~~constituents~~flags” ~~could~~rules, ~~increase.~~which ~~These~~require ~~healthcare~~the ~~industry~~implementation ~~constituents~~of ~~have~~identity ~~used~~theft inprevention ~~the~~programs ~~past~~to detect, prevent and ~~likely~~mitigate ~~will~~identity ~~try~~theft toin ~~use~~ connection with customer accounts.

30Many of our licensees and vendors are subject to specified product quality standards and other requirements pursuant to the related licensing or supply agreements. The non-compliance by these entities with the terms and conditions of their respective contracts that pertain to health and safety standards, quality control, product consistency, compliance with law, or proper marketing or other business practices, may adversely impact the goodwill of our business. We may not be able to adequately prevent such practices, which could harm the value of our business, result in the abandonment, dilution or invalidity of trademarks associated with our business and adversely affect our results of operations or financial condition. In addition, such licensees and suppliers could violate environmental, social and governance standards or engage in unethical conduct. Further, despite our policies to the contrary, we may not be able to control the conduct of every individual actor, and our employees and personnel may violate environmental, social or governance standards or engage in other unethical conduct. These acts could adversely impact the reputation of our business.

~~Table~~Contractual ofrelationships ~~Contents~~with customers that are governmental agencies or are funded by government programs may impose special burdens on us and provide special benefits to those customers.

inA ~~the~~portion ~~future,~~of ~~their~~our ~~market~~revenue ~~power—particularly~~comes ~~where~~from itcustomers ~~has~~that ~~been~~are ~~increased~~governmental ~~following~~agencies ~~mergers~~or ~~and~~are ~~consolidations—to~~funded ~~negotiate~~by ~~price~~government ~~reductions for our solutions~~programs. IfOur wecontracts ~~are forced to further reduce prices~~ and ~~are~~subcontracts ~~unable~~may ~~reduce~~be ~~expenses,~~subject ~~margins~~to ~~will~~some ~~decrease~~or ~~and~~all ~~results~~ of ~~operations could deteriorate. In addition,~~ the ~~diversity~~following: ~~of our customer and revenue base may decline as our customers combine.~~

~~Failure~~•termination towhen ~~maintain~~appropriated ~~relationships~~funding ~~with~~for ~~channel partners or significant changes in~~ the ~~terms~~current offiscal ~~agreements~~year ~~with~~is ~~channel partners may have an adverse effect on our ability to successfully market our solutions.~~ exhausted;

We•termination ~~have~~for ~~entered~~the ~~into~~governmental ~~contracts~~customer’s ~~with~~convenience, ~~channel~~subject ~~partners~~ to ~~market and sell some of our solutions. Most of these contracts are on~~ a ~~non-exclusive~~negotiated ~~basis.~~settlement ~~However,~~for ~~under~~costs ~~contracts~~incurred ~~with some channel partners, we may be bound by provisions that restrict our ability to market~~ and ~~sell solutions~~profit ~~to potential customers. Our arrangements with some of these channel partners involve negotiated payments to them based~~ on ~~percentages~~work ~~of revenue they generate. If the payments prove to be too high~~completed, wealong ~~may~~with ~~be unable to realize acceptable margins, but if~~ the ~~payments~~right ~~prove~~ to beplace ~~too~~contracts ~~low,~~out ~~channel~~for ~~partners~~bid ~~may~~before ~~not~~completion ~~be motivated to produce a sufficient volume~~ of ~~revenue. The success of these partnerships will depend in part upon~~ the ~~channel~~full ~~partners’~~contract ~~own competitive~~term, ~~marketing~~as ~~and strategic~~well considerations, including the relative advantages of using alternative solutions being developed and marketed by them or by competitors. If channel partners are unsuccessful in marketing our solutions or seek to amend the terms of their contracts, we may need to broaden our marketing efforts to increase focus on the solutions they sell and alter our distribution strategy, which may divert planned efforts and resources from other projects and may increase our costs. In addition, as ~~part~~ of the ~~packages~~right ~~these channel partners sell, they may offer a choice~~ to ~~their~~make ~~customers~~unilateral ~~between~~changes ~~our solutions and similar solutions offered by competitors or by the channel partners directly. If our solutions are not chosen for inclusion~~ in ~~these~~ ~~packages,~~contract ~~revenue we earn from our channel partner relationships will decrease. Lastly~~requirements, ~~we could be~~ subject to ~~claims~~negotiated ~~and~~price ~~liability~~adjustments; as a result of the activities, products or services of channel partners or other resellers of our solutions. Even if these claims do not result in liability, investigating and defending claims could be expensive, time-consuming and result in adverse publicity that could have a material adverse impact on our business, results of operations or financial condition.

If•compliance ~~our~~and ~~solutions~~reporting dorequirements ~~not~~related ~~interoperate~~to, ~~with~~among ~~our~~other ~~customers’~~things, oragency-specific ~~their~~policies ~~vendors’ networks~~ and ~~infrastructures~~regulations, orinformation ifsecurity, ~~customers~~subcontracting ~~or their~~requirements, ~~vendors~~equal ~~implement~~employment ~~new~~opportunity, ~~system~~affirmative ~~updates~~action ~~that~~for ~~are~~veterans ~~incompatible~~and workers with ~~our~~disabilities ~~solutions,~~and ~~sales~~accessibility offor ~~those~~the ~~solutions~~disabled; ~~could be adversely affected.~~

~~Our~~•broad ~~solutions~~audit ~~must~~rights; interoperate with our customers’ and their vendors’ existing infrastructures, which often have different specifications, utilize multiple protocol standards, deploy products and applications from multiple vendors, and contain multiple generations of products that have been added to that infrastructure over time. Some of the technologies supporting our customers and their vendors are changing rapidly and we must continue to adapt to these changes in a timely and effective manner at an acceptable cost. In addition, our customers and their vendors may implement new technologies into their existing networks and systems infrastructures that may not immediately interoperate with our solutions. Our continued success will depend on our ability to adapt to changing technologies, manage and process ever-increasing amounts of data and information and improve the performance, features and reliability of our services in response to changing customer and industry demands. If we encounter complications related to network configurations or settings, we may have to modify our solutions to enable them to interoperate with customers’ and their vendors’ networks and manage customers’ transactions in the manner intended. For example, if customers or their vendors implement new encryption protocols, it may be necessary for us to obtain a license to implement or interoperate with such protocols, and there can be no assurance that we will be able to obtain such a license on acceptable terms, if at all. These difficulties could delay or prevent the successful design, development, testing, introduction or marketing of our solutions. As a consequence of any of the foregoing, our ability to sell our solutions may be impaired, which could have a material adverse impact on our business, results of operations or financial condition.

31•ownership of inventions made with federal funding under the Bayh-Dole Act; and

~~Table~~•specialized remedies for breach and default, including setoff rights, risk allocation, retroactive price adjustments and civil or criminal fraud penalties, re-procurement expenses, as well as mandatory administrative dispute resolution procedures instead of ~~Contents~~state contract law remedies.

~~Our~~In ~~ability~~addition, tocertain ~~generate~~violations ~~revenue~~of ~~could~~federal ~~suffer~~and ifstate welaw domay ~~not~~result ~~continue~~in termination of our contracts and subcontracts, and under certain circumstances, suspension and/or debarment from future government contracts. We are also subject to ~~update~~conflict-of-interest rules that may affect our eligibility for some federal, state and ~~improve~~local ~~existing solutions~~government contracts and ~~develop~~subcontracts, ~~new~~including ~~ones~~rules applicable to all U.S. government contracts and subcontracts, and rules applicable to specific agencies.

WeOur ~~must~~success ~~continually~~depends ~~improve~~in ~~the~~part ~~functionality~~on of our ~~existing~~ability ~~solutions and introduce valuable healthcare IT and service solutions in order~~ to ~~respond to technological and regulatory developments and customer demands. For example~~identify, ~~from~~recruit ~~time to time, government agencies may alter format~~ and ~~data~~retain ~~code~~skilled ~~requirements~~management ~~applicable to electronic transactions. In addition, customers may request that solutions be customized to satisfy particular security protocols, modifications~~ and ~~other~~technical ~~contractual~~personnel ~~terms~~(including inwhile excess of industry norms and standard configurations. We may not be successful in responding to technological and regulatory developments or changing customer needs. In addition, these regulatory or customer-imposed requirements may impact the ~~profitability~~UHG ofTransaction ~~solutions and customer engagements. The pace of change in the markets~~ is ~~rapid, and there are frequent new product and service introductions by competitors and channel partners who use our solutions in their offerings~~pending). If we dofail ~~not respond successfully~~ to ~~technological~~recruit and ~~regulatory~~retain ~~changes,~~suitable ascandidates ~~well~~or asif ~~evolving industry~~our ~~standards~~relationship ~~and~~with ~~customer demands,~~ our ~~solutions~~employees ~~may become obsolete. Technological~~ changes ~~also~~or ~~may result in the offering of competitive solutions at lower prices than we are charging for our solutions~~deteriorates, ~~which~~there could ~~result~~be ina usmaterial ~~losing~~adverse ~~sales unless~~impact ~~we lower the prices we charge or provide additional efficiencies or capabilities to the customer. If we lower our prices~~ on ~~some of~~ our ~~solutions~~business, weresults ~~will~~of ~~need~~operations toor ~~increase~~financial ~~margins on other solutions in order to maintain overall profitability~~condition.

~~There~~Our ~~are~~future ~~increased~~success ~~risks~~depends ofupon ~~performance~~our ~~problems~~continuing ability to identify, attract, hire and ~~breaches~~retain ~~during~~highly ~~times~~qualified ~~when~~personnel, weincluding ~~are~~skilled ~~making~~management, ~~significant~~product, ~~changes~~technology, tosales ~~our~~and ~~solutions~~marketing orpersonnel, ~~systems~~all ~~we use~~of towhom ~~provide~~are ~~our~~in ~~solutions.~~high Indemand ~~addition,~~and ~~changes~~are often subject to ~~our~~competing ~~solutions~~offers. orCompetition ~~systems,~~for ~~including~~qualified ~~cost~~personnel ~~savings~~in ~~initiatives,~~the ~~may~~healthcare ~~cost~~IT ~~more~~industry ~~than~~is ~~anticipated~~intense, and we may not ~~provide~~be ~~the~~able ~~benefits~~to ~~expected,~~hire ~~may~~or ~~take~~retain ~~longer~~a ~~than~~sufficient ~~anticipated~~number of qualified personnel to ~~develop~~meet ~~and~~our ~~implement~~requirements, or ~~may~~ ~~increase~~be able to do so at salary, benefit and other compensation costs that are acceptable to us, including while the ~~risk~~UHG ofTransaction ~~performance~~is ~~problems~~pending.

In order to respond to technological changes, such as continuing development in the areas of data analytics, machine learning, artificial intelligence and blockchain, among others, as well as regulatory changes and evolving security risks and industry standards, our solutions and the software and systems we use to provide our solutions must be continually updated and enhanced. Because some of the software and systems that we use to provide solutions to customers are inherently complex, changing, updating, enhancing or creating new versions of our solutions or the software or systems we use to provide our solutions introduces a risk of errors or performance problems. We cannot be certain that errors will not arise in connection with any such changes, updates, enhancements or new versions, especially when first introduced. Even if our solutions do not have performance problems, technical and customer service personnel may have difficulties installing them or providing any necessary training and support to customers, and customers may not follow our guidance on appropriate training, support and implementation for such solutions. 28

~~Implementation~~We ofcontinue ~~changes~~to invest significantly in our ~~technology~~sales force in order to obtain new customers and ~~systems may~~increase ~~cost~~sales ~~more~~to orexisting ~~take~~customers. ~~longer~~Our ~~than~~ability ~~originally~~to ~~expected~~achieve revenue growth depends, in large part, on our success in recruiting, training and ~~may~~retaining ~~require~~sufficient ~~more~~numbers ~~testing~~of ~~than~~qualified ~~initially~~sales ~~anticipated~~personnel. ~~While~~A ~~new,~~portion ~~updated~~of orcurrent ~~enhanced~~sales ~~solutions~~personnel are ~~tested~~new into ~~production~~us, weand ~~cannot~~new behires ~~sure~~require ~~that~~significant ~~the~~training ~~testing~~and ~~will~~may ~~uncover~~require ~~all~~a ~~problems~~lengthy ~~that~~onboarding process before they achieve full productivity. Recent hires and planned hires may ~~occur~~ innot ~~actual~~become ~~use~~productive as quickly as expected. Additionally, if efforts to improve sales force productivity do not result in increased revenue, operating results could be negatively impacted due to increased operating expenses associated with these efforts.

WeA ~~also~~loss ~~periodically~~of ~~implement~~a ~~efficiency~~substantial ~~measures~~number ~~and~~of ~~other~~qualified ~~cost-saving~~employees, ~~initiatives~~or an inability to ~~improve~~attract, ~~our~~retain ~~operating performance.~~and ~~These~~motivate ~~efficiency~~additional ~~measures~~highly ~~and~~skilled ~~other~~employees ~~cost-saving~~required ~~initiatives~~for ~~may~~expansion ~~not~~of ~~provide~~our ~~the~~business, ~~benefits~~could ~~anticipated~~have ora domaterial soadverse inimpact ~~the~~on ~~expected~~our ~~time~~business, ~~frame~~results of operations or financial condition. ~~Implementation~~In addition, while none of ~~these~~our ~~measures~~employees ~~may~~currently ~~also~~are ~~increase~~unionized, unionization of our employees is possible in the ~~risk~~future. ofSuch ~~performance~~unionizing ~~issues~~activities ~~due~~could be costly to ~~unforeseen~~ ~~impacts~~address onand, ~~our~~if ~~organization~~successful, ~~systems~~likely ~~and~~would ~~processes~~adversely impact our operations.

IfRisk ~~significant~~Related ~~problems occur as a result of these changes, we may fail~~ to ~~meet~~ ~~our~~Cybersecurity contractual obligations to customers, which could result in claims being made against us or in the loss of customer relationships. These claims or lost customers may have a material adverse effect on our business, financial condition, results of operations and ~~cash~~Information ~~flows.~~ Technology

32Breaches and failures of our IT systems and the security measures protecting them, and the sensitive information we transmit, use and store, expose us to potential liability and reputational harm.

~~Table~~Our business relies on sophisticated information systems to obtain, process, analyze, and manage data, affecting our ability to manufacture, purchase, distribute, and process products and services. In addition, we rely on vendors to service our IT systems. To the extent our IT systems are not successfully implemented or fail or our vendors fail in servicing our IT systems, our business and results of ~~Contents~~operations may be adversely affected.

~~Lengthy~~To ~~sales~~protect the sensitive and confidential information that we handle, ~~installation~~we implement security measures and ~~implementation~~maintain ~~cycles~~information security policies and procedures in accordance with applicable regulatory requirements. Despite our security management efforts with respect to physical and technological infrastructure, employee training, vendor controls and contractual relationships, our infrastructure, data or other operation centers and systems used in connection with our business operations, including the internet and related systems of our vendors (including vendors to which we outsource data hosting, storage and processing functions) are vulnerable to, and may experience, unauthorized access to data and/or breaches of confidential information due to criminal conduct, physical break-ins, hackers, employee or insider malfeasance and/or improper employee or contractor access, computer viruses, programming errors, denial-of-service attacks, ransomware events, phishing schemes, fraud, terrorist attacks, human error or other breaches or similar disruptive problems. It is not possible to prevent all security threats to our systems and data. Techniques used to obtain unauthorized access, disable or degrade service or sabotage systems change frequently and may be difficult to detect for ~~some~~long periods of time. Further, defects in the design or manufacture of the hardware, software or applications we develop or procure from third parties could compromise our IT systems. These events, including unauthorized access, misappropriation, disclosure or loss of sensitive information (including financial or personal health information) or a significant disruption of our network, expose us to risks including risks to our ability to provide our solutions ~~may~~and ~~result~~fulfill contractual demands, management distraction and the obligation to devote significant financial and other resources to mitigate such problems and increases to our future information security costs, including through organizational changes, deploying additional personnel and protection technologies, further training of employees, changing vendor control practices, and engaging third-party experts and consultants. Moreover, unauthorized access, use or disclosure of certain sensitive information in ~~delays~~ our possession or our failure to satisfy legal requirements, including requirements relating to safeguarding protected health information under HIPAA and personal information under the EU’s General Data Protection Regulations (“GDPR”) or state data privacy laws. See “—We are unable to predict what changes to laws, regulations and other requirements, including related contractual obligations, might be made in the future or how those changes could affect our business or the costs of compliance” below for further discussion. This could result in civil and criminal liability and regulatory action, which could result in potential fines and penalties, as well as costs relating to investigation of an ~~inability~~incident or breach, corrective actions, required notifications to ~~generate~~regulatory ~~revenue~~agencies and customers, credit monitoring services and other necessary expenses. In addition, actual or perceived breaches of our security management efforts can cause existing customers to terminate their relationship with us and deter existing or prospective customers from ~~these~~using or purchasing our solutions in the future. These events can have a material adverse impact on our business, results of operations, financial condition and reputation.

~~Some~~Our ofproducts ~~our~~and ~~solutions~~services ~~have~~involve ~~long~~processing ~~sales,~~personal ~~installation~~information. Like ~~and~~many ~~implementation cycles~~organizations, ~~which~~we ~~could~~have ~~range~~been ~~from~~and aexpect ~~few months~~ to ~~years~~routinely orbe ~~more from initial contact with~~ the ~~customer~~target ~~to completion~~ of ~~implementation~~attempted ~~and~~cyber ~~generation of revenue. How~~ and ~~when~~other tosecurity ~~implement,~~threats ~~replace,~~by oroutside ~~expand~~third ~~an information system~~parties, orincluding ~~modify~~technically orsophisticated ~~add business processes, are important decisions for healthcare organizations,~~ and ~~some~~well-resourced ~~customers~~bad ~~may~~actors beattempting ~~reluctant~~ to ~~change~~access or ~~modify~~steal ~~existing~~the ~~systems~~data orwe ~~processes~~store. Vendor, ~~Some~~insider, ofor ~~the~~employee ~~solutions~~cyber weand ~~provide~~security ~~require~~threats ~~significant~~also ~~capital~~occur ~~expenditures~~ and ~~time commitments~~are bya ~~our~~significant ~~customers.~~concern ~~Sales~~for ~~may~~all becompanies, ~~subject~~including tous. High-profile ~~delays~~security ~~due~~incidents toinvolving ~~customers’~~improper ~~internal~~access ~~procedures~~to ~~for~~personal ~~deploying~~information ~~new~~of ~~systems~~individuals ~~and~~both ~~processes,~~within and ~~implementation~~outside ~~may be subject to delays based on the availability~~ of the ~~internal~~healthcare ~~customer~~industry ~~resources needed.~~continue Weto ~~may~~ be ~~unable~~a topervasive ~~control~~threat ~~many~~to oforganizations. Incidents ~~the factors~~ that ~~will~~we ~~influence~~are ~~the~~aware ~~timing~~ of ~~the~~outside ~~buying decisions~~ of ~~existing~~our ororganization ~~prospective~~have ~~customers~~often orresulted ~~the~~in ~~pace~~lawsuits ~~at which installation~~ and ~~training~~governmental ~~may~~enforcement ~~occur,~~actions ~~including~~that ~~decisions~~have bysought ~~our customers to delay~~ or ~~cancel~~obtained ~~implementations.~~significant Iffines weand ~~experience longer sales~~penalties, ~~installation~~ and ~~implementation~~have ~~cycles~~required ~~for~~companies ~~our~~to ~~solutions,~~enter weinto ~~may~~agreements ~~experience~~with ~~delays~~government inregulators ~~generating,~~that orimpose aongoing ~~decreased~~obligations ~~ability~~and ~~to generate~~requirements, ~~revenue~~including ~~from~~internal ~~these~~and ~~solutions,~~external ~~which~~(third-party) ~~could~~monitorships ~~have~~for ~~a material~~five ~~adverse~~years ~~impact~~or onmore. We ~~our~~maintain ~~business,~~liability ~~results~~insurance ofcoverage ~~operations~~including orcoverage ~~financial~~for ~~condition.~~errors ~~Furthermore,~~and ~~significant~~omissions ~~delays~~and orcyber ~~failures~~liability. However, toclaims ~~meet~~may ~~milestones~~not ~~established~~be incovered ~~our~~or ~~customer~~could ~~contracts~~exceed ~~may~~the ~~result~~amount ~~in breach~~ of ~~contract,~~our ~~termination~~applicable ofinsurance ~~the contract~~coverage, ~~damages~~if ~~and/~~any, or ~~penalties~~such ascoverage ~~well~~may asnot acontinue ~~reduction~~to inbe ~~our~~available ~~margins~~on oracceptable aterms ~~delay~~or in ~~our~~sufficient ~~ability to recognize revenue~~amounts.

We are highly dependent on transaction volumes in the U.S. healthcare industry, particularly payment and reimbursement transaction volumes, and any temporary or sustained decrease in healthcare transaction, payment or reimbursement volumes could have a material adverse impact on our business, results of operations or financial condition. 29

APoor ~~significant portion of our revenue attributable to the ongoing use of or subscription to a~~ service, orsystem ~~solution~~errors ~~after an initial sale~~ or ~~renewal~~failures ~~without additional selling efforts is earned on a per transaction basis (or is derived from transaction-related services). As a result, much~~ of our ~~revenue~~solutions ~~is tied~~ to ~~customer~~ ~~transaction,~~conform ~~payment and reimbursement volumes and is generally not required~~ to bespecifications ~~paid~~could incause ~~the~~unforeseen ~~absence~~liabilities ofor ~~healthcare transactions~~injury, ~~which~~harm ~~are~~our ~~not~~reputation ~~subject to minimum volume requirements under customer contracts. In addition, some contracts with customers can be terminated or not renewed without penalty~~ and onhave ~~little or no advance notice. As~~ a ~~result,~~material ~~this~~adverse ~~“recurring”~~impact ~~revenue is highly dependent~~ on ~~us maintaining~~ our ~~customer base as well as on the transaction volume in the U.S. healthcare industry. For example~~business, inresults ~~the U.S. our revenue can be adversely affected by the impact~~ of ~~lower~~operations ~~than normal healthcare utilization trends currently being driven by COVID-19 and other negative economic factors such as higher unemployment. Further, weakened economic conditions~~ or afinancial ~~recession could reduce the amounts patients are willing or able to spend on healthcare services~~condition. As a result, patients may elect to delay or forgo seeking healthcare services and increases in unemployment rates are likely to cause commercial payer membership to decline, which could further reduce healthcare utilization and transaction volumes. In addition, such events could decrease payer or provider demand for our solutions, which could further adversely impact revenue, including “recurring” revenue.

~~Various~~We ~~factors~~must ~~may cause~~meet ~~continued~~our ~~temporary~~customers’ service level expectations and our contractual obligations with respect to our solutions. Failure to do so could subject us to liability or ~~sustained~~cause ~~disruption~~us to Ulose customers.S In some cases, we rely on third-party vendors to assist us in providing our solutions. ~~healthcare~~Therefore, ~~transaction~~our ~~volumes~~ability to meet our contractual obligations and customer expectations may be impacted by the performance of our vendors and their ability to comply with applicable laws and regulations. ~~The~~For ~~impact~~example, ~~such~~our ~~disruptions~~electronic ~~would~~payment ~~have~~and remittance solutions depend in part on the ability of our ~~business~~vendors ~~will~~to ~~depend~~comply ~~upon~~with applicable banking, financial service and payment card industry requirements and their failure to do so could cause an interruption in the ~~magnitude~~solutions we provide or require us to seek alternative solutions or relationships. We likely will incur increased development costs to upgrade our software to be in compliance with changing and ~~duration~~evolving ofstandards, ~~any~~and ~~such~~delays ~~disruption~~may result in connection therewith. ~~Factors~~If ~~include~~our solutions are not in compliance with these evolving standards, ~~among~~our ~~others:~~market position and sales could be adversely affected and we may have to invest significantly in changes and updates to our solutions, which could materially and adversely impact our business, financial condition and results of operations.

•Some ~~the~~of ~~financial~~our ~~stability~~solutions ofare ~~customers~~intended ~~and~~to ~~the~~provide ~~U.S.~~information to healthcare ~~industry,~~professionals delivering patient care. Although our contracts disclaim liability for medical decisions and ~~the~~responsibility ~~impact~~for patient care, if use of ~~any~~or ~~fundamental~~inability ~~corporate~~to ~~changes~~use our solutions leads to ~~healthcare~~faulty ~~providers~~clinical ~~and~~decisions ~~payers~~or injury to patients, such asdisclaimers ~~hospital~~may be unenforceable and ~~insurance~~we ~~consolidations~~could be subject to claims or litigation, onincluding ~~the~~product ~~cost~~liability and ~~availability~~warranty ofclaims, by healthcare professionals, their patients or customers. Product liability and ~~the~~warranty ~~rate~~claims often involve very large or indeterminate amounts, including punitive damages. The magnitude of ~~reimbursement~~potential losses from product liability lawsuits may remain unknown for substantial periods of time, ~~healthcare~~and the related legal defense costs may be significant. We could experience material warranty or product liability losses in the future and incur significant costs to defend these claims. In addition, if any of our products or services are, ~~including~~or ~~due~~are alleged to be, defective, we may voluntarily participate, or be required to participate, in a recall of that product or service. In the ~~aftermath~~event of ~~COVID~~a recall, we may lose sales and be exposed to individual or class-~~19;~~action litigation claims. Further, negative publicity regarding a quality or safety issue, whether accurate or inaccurate, could harm our reputation, decrease demand for our solutions, lead to withdrawals of our solutions or impair our ability to successfully launch and market our solutions in the future. Product liability, warranty and recall costs may have a material adverse effect on our business, financial condition, results of operations and cash flows.

•Some ~~political~~of the software and systems that we use to provide our solutions are inherently complex and errors or downtime could negatively impact our customers. For example, ~~legislative~~because we collect and manage large amounts of data, ~~regulatory~~it is possible that hardware failures and ~~other~~errors ~~changes~~in our systems could result in ~~how~~data ~~healthcare~~loss ~~services~~or ~~are~~corruption ~~covered~~or cause the information that we collect to be incomplete or contain inaccuracies that our customers could regard as significant. In addition, ~~delivered~~errors ~~and~~in ~~reimbursed~~our transaction processing systems could result in payers paying the wrong amount, ~~including~~payers making payments to the wrong payee or delayed payments. Although we seek to address any ~~future~~errors ~~changes~~or downtime with updates to the ~~ACA~~software and systems, ~~Medicare~~if we are unable to promptly remedy any errors or our customers do not implement system updates, ~~Medicaid~~the software and systems could be compromised or our customers could experience prolonged downtimes relating to the software and systems. If problems occur or persist, our customers may seek compensation from us, seek to terminate their contracts, withhold payments, seek refunds from us of part or all of the fees charged under our contracts, ask us to reconstruct lost or corrupted data at our expense, request a loan or advancement of funds or initiate litigation or other ~~federal~~dispute resolution procedures. We also may be subject to claims by others affected by any such problems. Further, ~~state~~some of our existing and ~~local~~prospective ~~healthcare~~customers ~~regulations~~may be reluctant or unwilling to use cloud-based services because they have concerns regarding the risks associated with the security and reliability of the technology delivery model associated with these services. If our existing or prospective customers do not perceive the benefits of our services, then the market for these solutions may not expand as ~~well~~much or develop as ~~any~~quickly ~~future~~as ~~changes~~we ~~due~~expect, toeither ~~the~~of ~~COVID-19~~which ~~pandemic;~~would adversely affect our business, financial condition or results of operations.

33We attempt to limit, by contract, our liability for damages arising from our negligence, errors, mistakes or security breaches. However, contractual limitations on liability may not be accepted by our customers, may not be enforceable or may otherwise not provide sufficient protection to us from liability for damages. We maintain liability insurance coverage, including coverage for errors and omissions and cyber-liability. It is possible, however, that claims could be denied or exceed the amount of our applicable insurance coverage or that coverage may not continue to be available on acceptable terms or in sufficient amounts. Even if claims do not result in liability to us, investigating and defending against them could be expensive and time consuming and could divert management’s attention away from our operations. In addition, negative publicity caused by these events may negatively impact our customer relationships, market acceptance of our solutions, including unrelated solutions, or may harm our reputation and business.

~~Table~~We rely on internet infrastructure, bandwidth providers, data center providers, other third parties and our own systems in providing certain of ~~Contents~~our solutions to our customers, and any failure or interruption in the services provided by these third parties or our own systems could expose us to litigation and negatively impact our relationships with customers, adversely affecting our business, results of operations or financial condition.

•Our ~~factors~~business ~~that~~operations ~~may~~depend ~~affect~~on ~~demand~~the ~~for~~development ~~healthcare~~and maintenance of the infrastructure of telecommunications services, ~~such~~and ason ~~high~~our ~~unemployment,~~ability ~~rising~~to ~~healthcare~~maintain ~~costs~~and protect our network and ~~increased~~computer ~~copayment~~systems. ~~requirements;~~This includes maintenance of a reliable network connection with the necessary speed, data capacity and security for providing reliable internet access and services and reliable

~~• general economic conditions.~~30

~~Any~~telephone ~~temporary~~and orfacsimile ~~sustained~~services. ~~decrease~~As a result, our information systems require an ongoing commitment of significant resources to maintain and enhance existing systems and develop new systems in ~~healthcare~~order ~~transaction~~to keep pace with continuing changes in IT, ~~payment~~emerging orcybersecurity ~~reimbursement~~risks ~~volumes~~and threats, evolving industry and regulatory standards and changing preferences of our customers. Many of our network and computer solutions are located in ~~the~~our Uprimary data and operations centers that we own and operate and some are outsourced to third-party hosting providers.S. ~~could~~We have aconsolidated ~~material~~several ~~adverse impact~~satellite ondata centers and plan to continue such consolidation. We also provide remote and cloud hosting services that involve operating our ~~business,~~software ~~results~~and the software of ~~operations~~vendors orfor ~~financial~~our ~~condition~~customers.

Our ~~business~~operations ~~would~~and befacilities ~~adversely~~are ~~affected~~vulnerable ifto weinterruption ~~cannot~~and/or ~~obtain~~damage from a number of sources, ~~process~~many of which are beyond our control, including, without limitation: power loss and telecommunications failures; fire, flood, hurricane, tornado and other natural disasters; software and hardware errors, failures or ~~distribute~~ ~~the~~crashes; ~~highly~~and ~~regulated~~cyber ~~data~~and weransomware ~~require~~attacks, computer viruses, hacking, break-ins, sabotage, intentional acts of vandalism and other similar disruptive problems. The occurrence of any of these events could result in interruptions, delays or cessations in service to users of our solutions, which could impair or prohibit our ability to provide our solutions, reduce the attractiveness of our solutions to our customers and could have a material adverse impact on our business, results of operations or financial condition. If customer access to our solutions is interrupted because of problems in our operations or our facilities, we could be in breach of our agreements with customers and/or exposed to significant claims, particularly if the access interruption is associated with problems in the timely delivery of medical care.

~~Our~~We ~~business~~attempt ~~relies on our ability~~ to ~~obtain,~~mitigate ~~process, monetize~~these ~~and~~risks ~~distribute~~through ~~highly~~various ~~regulated~~means ~~data~~including indisaster ~~the~~recovery ~~healthcare~~ and ~~other~~business ~~industries~~continuity plans, inpenetration atesting, ~~manner~~vulnerability ~~that complies with applicable laws~~scans, ~~regulations~~patching and ~~contractual~~other ~~and~~information ~~technological~~security ~~restrictions.~~procedures ~~The failure by us or our data suppliers~~ and ~~processors to~~cybersecurity ~~obtain data in a compliant manner could have a harmful effect on our ability to use~~ and ~~disclose~~ransomware ~~data which in turn could impair our functions and operations~~measures, ~~including~~insurance ~~our~~against ~~ability to share data with third parties or incorporate it into our services and offerings. In addition~~fires, ~~the use~~floods, ~~processing~~other ~~and~~natural ~~distribution~~disasters, ofcyber-liability ~~data may require us or our data suppliers~~ and ~~processors~~general tobusiness ~~obtain consent from third parties or follow additional laws~~interruptions, ~~regulations or contractual~~ and ~~technological restrictions~~customer ~~that apply to the healthcare~~ and ~~other~~employee ~~industries.~~training ~~These requirements could interfere with or prevent creation or use of rules~~ and ~~analyses~~awareness, orbut ~~limit~~our ~~other~~precautions ~~data-driven~~cannot ~~activities~~protect ~~that~~against ~~benefit~~all usrisks. ~~Moreover,~~Any ~~due~~significant toinstances ~~lack~~ of ~~valid~~system ~~notice, permission~~downtime orcould ~~waiver,~~negatively weaffect ~~may~~our bereputation ~~subject to claims or liability for use or disclosure of information. We have policies~~ and ~~procedures~~ability ~~in place~~ to ~~address~~provide ~~the~~our ~~proper~~solutions ~~handling~~or ~~and~~remote ~~use~~hosting ~~of data~~services, ~~but~~which could ~~face~~have ~~claims that our practices occur in~~ a ~~manner not~~material ~~permitted~~adverse ~~under~~impact ~~applicable~~on ~~laws or~~ our ~~agreements with or obligations to data providers~~business, ~~individuals~~results ~~or other third parties. See “—Breaches and failures~~ of ~~our~~operations IT systems and the security measures protecting them, and the sensitive information we transmit, use and store, expose us to potential liability and reputational harm” below for further discussion. These claims or ~~liabilities~~financial ~~and other failures to comply with applicable requirements could subject us to unexpected costs and adversely affect our results of operations~~condition.

~~Failure~~We byalso ~~our~~rely ~~customers~~on toa ~~obtain~~number ~~proper~~of ~~permissions~~vendors, orsuch as cloud service providers, to provide us with ~~accurate~~ a variety of solutions and ~~appropriate~~services, ~~information~~including ~~may~~cloud-based data hosting, telecommunications and data processing services necessary for our transaction services and processing functions and software developers for the development and maintenance of certain software products we use to provide our solutions. As a result, our disaster recovery and business continuity plans may rely, in ~~claims~~part, ~~against~~on usvendors of related services. We exercise limited control over vendors, which increases our vulnerability to problems with services they provide. Any errors, failures, interruptions or ~~may~~delays ~~limit~~experienced in connection with vendor technologies and information services or ~~prevent~~our own systems could negatively impact our ~~use~~relationships ofwith ~~information~~partners, ~~which~~adversely affect our business and could ~~harm~~expose us to liabilities. Although we maintain insurance for our business, the coverage under our policies may not be adequate to compensate us for all losses that may occur. ~~Additionally~~In addition, ~~privacy~~we ~~concerns~~cannot ~~relating~~provide assurance that we will continue to be able to obtain adequate insurance coverage at an acceptable cost. If vendors do not fulfill their contractual obligations, have system failures or choose to discontinue their products or services, our business and operations could ~~damage~~be disrupted, our ~~reputation~~brand and ~~deter~~reputation ~~current~~could be harmed, and ~~potential~~ ~~customers~~our ~~from~~financial ~~using~~condition ~~our~~or ~~solutions~~results of operations could be adversely affected.

ToThe ~~the~~reliability ~~extent we are not otherwise permitted to use~~ and~~/or~~ ~~disclose~~performance ~~customer information, we require our customers to provide necessary notices and obtain necessary permissions for the use and disclosure~~ of ~~the information that we receive from~~ our ~~member~~internet ~~engagement,~~connection member eligibility, billing and coding and other solutions. If they do not provide necessary notices or obtain necessary permissions, then our use and disclosure of information that we receive from them or on their behalf may be ~~limited~~harmed ~~or prohibited~~ by ~~federal~~increased orusage ~~state privacy~~ or ~~other~~by ~~laws~~denial-of-service attacks. ~~Such~~The ~~failures by~~internet ~~our~~has ~~customers~~experienced ~~could~~a ~~impair~~variety ~~our~~of ~~functions,~~outages ~~processes~~ and ~~databases~~other ~~that~~delays ~~reflect,~~as ~~contain~~a orresult ~~are~~of ~~based~~damage ~~upon~~to ~~such~~portions ~~information. For example, as part~~ of our ~~claims submission services~~infrastructure, weand ~~rely~~it oncould ~~our~~face ~~customers~~outages ~~to provide us with accurate~~ and ~~appropriate~~ ~~information~~delays ~~and~~in ~~directives~~the ~~for our actions~~future. ~~While~~Outages ~~we have implemented features~~ and ~~safeguards~~delays ~~relating~~could toreduce the ~~accuracy~~level ~~and completeness~~ of ~~claims~~internet ~~content,~~usage ~~these~~as ~~features~~well ~~and~~as ~~safeguards~~the ~~may~~availability ~~not~~of bethe ~~sufficient~~internet to prevent inaccurate claims data from being submitted to payers. In addition, such failures by our customers could interfere with or prevent creation or use of rules, analyses or other data-driven activities that benefit us ~~or make our solutions less useful. Accordingly, we may be subject to claims or liability~~ for ~~inaccurate~~delivery ~~claims data submitted to payers or for use or disclosure~~ of ~~information by reason of lack of valid notice or permission. As another example, we rely on~~ our ~~customers~~internet-based ~~to provide us with accurate and appropriate billing and coding information, including provider enrollment information and medical necessity information~~solutions. While we have implemented features and safeguards relating to provider enrollment and medical necessity requirements, these features and safeguards may not be sufficient to prevent inaccurate or incomplete billing and coding claims from being submitted to payers. Accordingly, we may be subject to claims

34As a result of the complexity of the issues facing healthcare providers and payers and the inherent complexity of our solutions to such issues, our customers depend on our support organization to resolve any technical issues relating to our offerings. In addition, our sales process is highly dependent on the quality of our offerings, on our business reputation and on strong recommendations from our existing customers. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for support services. We also may be unable to modify the format of our support services to compete with changes in support services provided by our competitors. It is difficult to predict customer demand for technical support services and, if customer demand increases significantly, we may be unable to provide satisfactory support services to our customers and their constituents. Failure to maintain high-quality and highly responsive technical support could harm our reputation, adversely affect our ability to sell our offering to existing and prospective customers and harm our business, results of operations and financial condition.

~~Table~~Our infrastructure, data or other operation centers and systems used in our business operations, including the internet and related systems of ~~Contents~~our vendors are vulnerable to, and from time to time experience, unauthorized access to data and/or breaches of confidential information.

orIn ~~liability~~recent ~~for~~years, ~~inaccurate~~there orhave ~~incomplete~~been ~~billing~~a number of well-publicized data breaches involving the improper dissemination of personal information of individuals both within and ~~coding~~outside ~~claims.~~of ~~These~~the ~~claims~~healthcare orindustry. ~~liabilities~~Most ~~could~~states ~~damage~~require ~~our~~holders ~~reputation,~~of ~~subject~~personal usinformation to ~~unexpected~~maintain ~~costs~~safeguards and ~~could~~take ~~have~~certain aactions ~~material~~in ~~adverse impact~~response onto ~~our~~a ~~business~~data breach, ~~results~~such as providing prompt notification of ~~operations~~the breach to affected individuals or ~~financial~~the ~~condition~~state’s attorney general. In some states, laws are limited to electronic data, but states increasingly are

Additionally, in recent years, consumer advocates, media and elected officials increasingly and publicly have criticized companies in data focused industries regarding the collection, storage and use of personal data, including the licensing of de-identified data, by such companies. Concerns about our practices with regard to the collection, use, disclosure or security of personal information, the licensing of de-identified data, or other privacy related matters, even if unfounded, could damage our reputation and adversely affect our business, results of operations or financial condition. 31

~~Certain~~enacting ofor ~~our~~considering ~~solutions present~~stricter ~~the~~and ~~potential~~broader ~~for~~requirements. ~~embezzlement~~Additionally, ~~identity~~HIPAA ~~theft~~imposes orcertain ~~other~~notification ~~similar~~requirements ~~illegal~~on ~~behavior~~both byCovered ~~our~~Entities ~~employees~~and orBusiness ~~vendors~~Associates. ~~and~~A anon-permitted ~~failure~~use or disclosure of ~~our~~protected ~~employees~~health orinformation ~~vendors~~is presumed to ~~observe~~be ~~quality~~a ~~standards~~breach under HIPAA unless the Covered Entity or ~~adhere~~Business toAssociate ~~environmental,~~establishes ~~social~~that ~~and~~there ~~governance~~is ~~standards could~~a ~~damage~~low ~~our~~probability ~~reputation~~the information has been compromised consistent with requirements enumerated in HIPAA.

~~Among other things~~Further, ~~our~~the ~~solutions~~FTC ~~include~~has ~~printing~~prosecuted ~~and~~certain ~~mailing~~data ~~checks~~breach ~~and/or~~cases ~~facilitating~~as ~~electronic funds~~unfair ~~transfers for our payer customers~~ and ~~handling~~deceptive ~~mail~~acts ~~and~~or ~~payments~~practices ~~from~~under ~~payers~~the ~~and~~Federal ~~from~~Trade ~~patients~~Commission ~~for many of our provider customers~~Act. ~~These~~By ~~services~~regulation, ~~frequently~~the ~~include~~FTC ~~handling~~requires ~~original checks~~creditors, ~~payment~~which ~~card information, banking account information and~~ may include ~~currency.~~some ~~Even~~of ~~when~~our ~~we do not facilitate payments or handle original documents or mail~~customers, ~~our services also involve the use and disclosure of personal and business information that could be used~~ to ~~impersonate~~implement ~~third~~identity ~~parties or~~theft ~~otherwise~~prevention ~~gain~~programs ~~access~~ to ~~their data or funds. If any of our employees or vendors or other bad actors takes~~detect, ~~converts~~prevent orand ~~misuses~~mitigate ~~such funds, documents or information, or we experience a data breach creating a risk of~~ identity theft, wein ~~could~~connection ~~be liable~~with ~~for~~customer ~~damages, and our reputation could be damaged or destroyed~~accounts. InAlthough ~~addition,~~Congress wepassed ~~could~~legislation bethat ~~perceived~~restricts tothe ~~have~~definition ~~facilitated or participated in illegal misappropriation~~ of ~~funds,~~“creditor” ~~documents or data~~ and, ~~therefore,~~exempts bemany ~~subject~~healthcare toproviders ~~civil~~from orcomplying ~~criminal liability.~~with ~~Federal~~this ~~and~~identity ~~state~~theft ~~regulators~~prevention ~~may~~rule, ~~take~~we ~~the position that a data breach or misdirection of data constitutes an unfair or deceptive act or trade practice. We also~~ may be required to ~~notify~~apply ~~individuals~~additional ~~affected~~resources byto ~~any data breaches. Further, a data breach or similar incident could impact the ability of~~ our ~~customers~~existing ~~that~~processes ~~are creditors~~ to ~~comply~~assist ~~with~~our ~~the~~affected ~~federal~~customers ~~“red flags” rules, which require the implementation of identity theft prevention programs to detect, prevent and mitigate identity theft~~ in ~~connection~~complying with ~~customer~~this ~~accounts~~rule.

~~Many~~Despite of our ~~licensees~~security ~~and~~management ~~vendors~~efforts ~~are~~with ~~subject~~respect to ~~specified~~physical ~~product quality standards~~ and ~~other~~technological ~~requirements~~infrastructure, ~~pursuant~~employee totraining, ~~the~~vendor ~~related~~(and ~~licensing~~sub-vendor) orcontrols ~~supply~~and ~~agreements.~~contractual ~~The~~relationships, ~~non-compliance~~our byinfrastructure, ~~these~~data ~~entities~~or ~~with~~other ~~the~~operation ~~terms~~centers and ~~conditions~~systems ofused ~~their~~in ~~respective~~our ~~contracts~~business ~~that~~operations, ~~pertain~~including tothe ~~health~~ internet and ~~safety~~related ~~standards,~~systems ~~quality~~of ~~control,~~our ~~product~~vendors ~~consistency,~~(including ~~compliance~~vendors ~~with~~to ~~law,~~whom orwe ~~proper~~outsource ~~marketing~~data orhosting, ~~other~~storage ~~business~~and ~~practices,~~processing ~~may~~functions) ~~adversely~~are ~~impact~~vulnerable ~~the~~to, ~~goodwill~~and offrom ~~our~~time ~~business.~~to Wetime ~~may~~experience, ~~not~~unauthorized beaccess ~~able~~ to ~~adequately~~data ~~prevent~~and/or ~~such~~breaches ~~practices,~~of ~~which~~confidential ~~could harm~~information ~~the~~due ~~value~~to ofcriminal ~~our business~~conduct, ~~result~~physical inbreak-ins, ~~the abandonment~~hackers, ~~dilution~~employee or ~~invalidity~~insider ofmalfeasance ~~trademarks~~and/or ~~associated~~improper ~~with~~employee ~~our~~or ~~business~~contractor ~~and~~access, ~~adversely~~computer ~~affect~~viruses, ~~our~~programming ~~results~~errors, denial-of-service ~~operations~~attacks, orransomware ~~financial~~events, ~~condition.~~phishing Inschemes, ~~addition~~fraud, ~~such~~terrorist ~~licensees~~attacks, ~~and~~human ~~suppliers~~error ~~could violate~~or ~~environmental,~~other ~~social~~breaches ~~and~~by ~~governance~~insiders ~~standards~~ or ~~engage~~third inparties ~~unethical~~or ~~conduct~~similar disruptive problems. ~~Further,~~It ~~despite~~is ~~our~~not ~~policies~~possible to ~~the~~prevent ~~contrary,~~all wesecurity ~~may~~threats ~~not~~to beour ~~able~~systems toand ~~control~~data. ~~the~~See ~~conduct~~“—Breaches and failures of ~~every~~our ~~individual~~IT ~~actor,~~systems and ~~our~~the ~~employees~~security ~~and~~measures ~~personnel~~protecting ~~may violate environmental~~them, ~~social~~and orthe ~~governance~~sensitive ~~standards~~information orwe ~~engage~~transmit, inuse ~~other~~and ~~unethical~~store, ~~conduct.~~expose ~~These~~us ~~acts~~to ~~could~~potential ~~adversely~~liability ~~impact~~and ~~the~~reputational ~~reputation of our business~~harm.”

~~Contractual~~Risks ~~relationships~~Related ~~with customers that are governmental agencies or are funded by government programs may impose special burdens on us and provide special benefits~~ to ~~those~~International ~~customers.~~ Operations

AWe ~~portion of our revenue comes from customers that~~ are ~~governmental agencies or are funded by government programs. Our contracts and subcontracts may be~~ subject to ~~some~~risks orassociated ~~all~~with ofour ~~the~~international ~~following:~~operations.

•We ~~termination~~market, ~~when~~sell ~~appropriated~~and ~~funding~~support ~~for~~our ~~the~~solutions ~~current~~internationally. ~~fiscal~~While ~~year~~currently isnot ~~exhausted;~~a significant source of our revenue and profitability, we plan to continue to expand our non-U.S. operations and continue to focus on developing successful direct and indirect non-U.S. sales and support channels. Non-U.S. operations are subject to inherent risks, and our business, results of operations and financial condition, including our revenue growth and profitability, could be adversely affected by a variety of uncontrollable and changing factors. These include, but are not limited to:

•greater ~~termination~~difficulty ~~for~~in ~~the~~collecting ~~governmental~~accounts ~~customer’s~~receivable ~~convenience, subject to a negotiated settlement for costs incurred~~ and ~~profit~~longer oncollection ~~work~~periods; ~~completed, along with the right to place contracts out for bid before completion~~

35•difficulties and costs of staffing and managing non-U.S. operations;

~~Table~~•the impact of ~~Contents~~global economic and political market conditions;

•effects of ~~the~~sovereign ~~full~~debt ~~contract term~~conditions, asincluding ~~well~~budgetary ~~as the right to make unilateral changes in contract requirements, subject to negotiated price adjustments~~constraints;

•expansion ~~compliance~~of ~~and~~economic ~~reporting~~sanctions ~~requirements~~or ~~related~~trade to, among other things, agency-specific policies and regulations, information security, subcontracting requirements, equal employment opportunity, affirmative action for veterans and workers with disabilities and accessibility for the disabledrestrictions;

• increased ~~broad~~geo-political ~~audit~~tensions, ~~rights~~including the conflict between Russia and Ukraine;

•unfavorable ~~ownership~~or ofvolatile ~~inventions~~foreign ~~made~~currency ~~with~~exchange ~~federal funding under the Bayh-Dole Act~~rates; ~~and~~

•legal ~~specialized~~compliance ~~remedies~~costs ~~for~~or ~~breach~~business ~~and~~risks ~~default,~~associated ~~including~~with ~~setoff~~our ~~rights,~~global ~~risk~~operations ~~allocation,~~where: ~~retroactive~~(i) ~~price~~local ~~adjustments~~laws and ~~civil~~customs differ from, or ~~criminal~~are ~~fraud~~more ~~penalties,~~stringent ~~re-procurement~~than ~~expenses~~those in the U.S., such as ~~well~~those asrelating ~~mandatory~~to ~~administrative~~data ~~dispute~~privacy ~~resolution~~and ~~procedures~~data ~~instead~~security, ofor ~~state~~(ii) ~~contract~~risk ~~law~~is ~~remedies~~heightened with the FCPA, the U.K. Anti-Bribery Act and similar laws and regulations in foreign jurisdictions;

~~In addition~~•certification, ~~certain violations of federal and state law may result in termination of our contracts and subcontracts~~licensing, ~~and under certain circumstances, suspension and/~~or ~~debarment~~regulatory ~~from future government contracts. We are also subject to conflict-of-interest rules that may affect our eligibility for some federal~~requirements, ~~state~~including ~~and~~obligations ~~local~~imposed ~~government~~on ~~contracts~~manufacturers and ~~subcontracts,~~distributors ~~including~~of ~~rules~~medical ~~applicable~~devices toby ~~all~~ non-U.S. ~~government~~regulatory ~~contracts and subcontracts~~agencies, and ~~rules~~unexpected ~~applicable~~changes to ~~specific~~those ~~agencies.~~requirements;

~~Our~~•changes ~~success depends in part on our ability~~ to ~~identify, recruit and retain skilled management and technical personnel. If we fail to recruit and retain suitable candidates~~ or ifreduced ~~our~~protection ~~relationship~~of ~~with~~intellectual ~~our~~property ~~employees~~rights ~~changes~~in orcertain ~~deteriorates,~~countries; ~~there could be a material adverse impact on our business, results of operations or financial condition.~~

~~Our~~•greater ~~future~~difficulty ~~success~~in ~~depends upon our continuing ability to identify~~protecting, ~~attract,~~maintaining ~~hire~~ and ~~retain~~obtaining ~~highly~~registered ~~qualified~~intellectual ~~personnel~~property, ~~including~~such ~~skilled management,~~as ~~product,~~patents ~~technology, sales~~ and ~~marketing~~trademarks; personnel, all of whom are in high demand and are often subject to competing offers. Competition for qualified personnel in the healthcare IT industry is intense, and we may not be able to hire or retain a sufficient number of qualified personnel to meet our requirements, or be able to do so at salary, benefit and other compensation costs that are acceptable to us.

We•potentially ~~continue~~adverse totax ~~invest~~consequences ~~significantly~~as ina ~~our~~result ~~sales~~of ~~force~~changes in ~~order~~tax tolaws ~~obtain~~or ~~new~~otherwise, ~~customers~~ and ~~increase~~difficulties ~~sales~~associated towith ~~existing~~repatriating ~~customers.~~cash ~~Our~~generated ~~ability to~~or ~~achieve~~held ~~revenue~~abroad ~~growth depends,~~ in large part, on our success in recruiting, training and retaining sufficient numbers of qualified sales personnel. A portion of current sales personnel are new to us, and new hires require significant training and may require a ~~lengthy~~tax-efficient ~~onboarding~~manner; process before they achieve full productivity. Recent hires and planned hires may not become productive as quickly as expected. Additionally, if efforts to improve sales force productivity do not result in increased revenue, operating results could be negatively impacted due to increased operating expenses associated with these efforts.

~~A loss~~•different ~~of a substantial number of qualified employees,~~ or ~~an inability to attract, retain and motivate~~ additional ~~highly~~functionality ~~skilled~~requirements ~~employees required for expansion of our business, could have a material adverse impact on our business, results of operations~~ or ~~financial~~preferences; condition. In addition, while none of our employees currently are unionized, unionization of our employees is possible in the future. Such unionizing activities could be costly to address and, if successful, likely would adversely impact our operations.

~~Risk~~•trade ~~Related~~protection tomeasures; ~~Cybersecurity and Information Technology~~

~~Breaches~~•export ~~and~~control ~~failures~~regulations; ~~of our IT systems and the security measures protecting them, and the sensitive information we transmit, use and store, expose us to potential liability and reputational harm.~~

~~Our~~•disruption ~~business relies on sophisticated information systems to obtain~~of, ~~process,~~or ~~analyze, and~~loss ~~manage~~of ~~data,~~access ~~affecting our ability~~ to ~~manufacture~~, ~~purchase,~~regional ~~distribute, and process products and services. In addition, we rely on vendors to service our~~ IT ~~systems. To the extent our IT systems are not successfully implemented~~ or ~~fail~~telecommunication ornetworks; ~~our vendors fail in servicing our IT systems, our business and results of operations may be adversely affected.~~

36•health service provider or government spending patterns or government-imposed austerity measures;

~~Table~~•natural ofdisasters, ~~Contents~~war or terrorist acts; and

To•labor ~~protect~~disruptions ~~the sensitive and confidential information~~ that we handle, we implement security measures and maintain information security policies and procedures in accordance with applicable regulatory requirements. Despite our security management efforts with respect to physical and technological infrastructure, employee training, vendor controls and contractual relationships, our infrastructure, data or other operation centers and systems used in connection with our business operations, including the internet and related systems of our vendors (including vendors to which we outsource data hosting, storage and processing functions) are vulnerable to, and may ~~experience,~~occur unauthorized access to data and/or breaches of confidential information due to criminal conduct, physical break-ins, hackers, employee or insider malfeasance and/or improper employee or contractor access, computer viruses, programming errors, denial-of-service attacks, ransomware events, phishing schemes, fraud, terrorist attacks, human error or other breaches or similar disruptive problems. It is not possible to prevent all security threats to our systems and data. Techniques used to obtain unauthorized access, disable or degrade service or sabotage systems change frequently and may be difficult to detect for long periods of time. Further, defects in the design or manufacture of the hardware, software or applications we develop or procure from third parties could compromise our IT systems. These events, including unauthorized access, misappropriation, disclosure or loss of sensitive information (including financial or personal health information) or a significant disruption of our network, expose us to risks including risks to our ability to provide our solutions and fulfill contractual demands, management distraction and the obligation to devote significant financial and other resources to mitigate such problems and increases to our future information security costs, including through organizational changes, deploying additional personnel and protection technologies, further training of employees, changing vendor control practices, and engaging third-party experts and consultantscountry. Moreover, unauthorized access, use or disclosure of certain sensitive information in our possession or our failure to satisfy legal requirements, including requirements relating to safeguarding protected health information under HIPAA and personal information under the EU’s General Data Protection Regulations (“GDPR”) or state data privacy laws. See “—We are unable to predict what changes to laws, regulations and other requirements, including related contractual obligations, might be made in the future or how those changes could affect our business or the costs of compliance” below for further discussion. This could result in civil and criminal liability and regulatory action, which could result in potential fines and penalties, as well as costs relating to investigation of an incident or breach, corrective actions, required notifications to regulatory agencies and customers, credit monitoring services and other necessary expenses. In addition, actual or perceived breaches of our security management efforts can cause existing customers to terminate their relationship with us and deter existing or prospective customers from using or purchasing our solutions in the future. These events can have a material adverse impact on our business, results of operations, financial condition and reputation.

~~Our~~We ~~products~~rely ~~and~~on ~~services~~vendors ~~involve processing personal information. Like many organizations, we have been~~ and ~~expect to routinely be the target of attempted cyber and~~ other ~~security threats by outside~~ third parties, including ~~technically~~vendors ~~sophisticated~~outside ~~and well-resourced bad actors attempting to access or steal~~ the ~~data we store~~U. ~~Vendor~~S., ~~insider, or employee cyber and security threats also occur and are a significant concern~~ for ~~all~~some ~~companies, including us. High-profile security incidents involving improper access to personal information~~ of ~~individuals both within and outside of the healthcare industry continue to be a pervasive threat to organizations. Incidents that we are aware of outside of~~ our ~~organization~~IT ~~have often resulted in lawsuits and governmental enforcement actions that have sought or obtained significant fines and penalties~~infrastructure, ~~and~~development ~~have required companies to enter into agreements with government regulators that impose ongoing obligations~~ and ~~requirements~~maintenance, ~~including~~quality ~~internal and external (third-party) monitorships for five years or more. We maintain liability insurance coverage including coverage for errors and omissions and cyber liability. However~~assurance, ~~claims may not be covered or could exceed the amount of our applicable insurance coverage~~operations, ifand ~~any,~~customer ~~or such coverage may not continue to be available on acceptable terms or in sufficient amounts~~support.

37We currently depend on various vendors and other third parties for substantial business functions, including with respect to our IT systems (including infrastructure, application development, purchase and distribution, payment processing, manufacturing, and

~~Table of Contents~~32

~~Poor~~maintenance), ~~service~~business process outsourcing, ~~system~~call ~~errors~~center orservices, ~~failures~~customer support and similar services. Specifically, we outsource some of our ~~solutions~~software development and design, quality assurance, and operations activities to ~~conform~~third-party vendors that have employees and consultants located outside the U.S. In February 2018, Change Healthcare LLC entered into a ten-year contract with Wipro in which it initially committed to ~~specifications~~purchase ~~could~~from ~~cause unforeseen~~Wipro ~~liabilities~~at orleast ~~injury~~$1.0 billion in outsourced professional services over the ten-year term of the contract; that commitment was reduced to $975.0 million in March 2020. If we fail to meet this minimum commitment, ~~harm~~we may be forced to pay to Wipro 25% of the shortfall relative to the minimum commitment at the end of the term, thus increasing our ~~reputation~~costs ~~and~~without a commensurate increase in services provided to our business. If we had terminated the Wipro contract on March 31, 2022, we estimate that the termination fee would have been approximately $185.1 million, which represents the greater of (i) a ~~material~~termination ~~adverse~~fee ~~impact~~equal onto 25% of the remaining unspent minimum commitment and (ii) the remaining unrecovered costs incurred by Wipro in connection with its performance under the agreement. In addition, our dependence on Wipro and other third-party vendors creates a number of business risks—in particular, ~~results~~the risk that we may not maintain service quality, control or effective management with respect to these outsourcing arrangements of our business operations and that we cannot control the information systems, facilities or ~~financial~~networks ~~condition~~of such vendors.

WeOur ~~must~~results ~~meet~~of ~~our~~operations ~~customers’~~could ~~service~~be ~~level~~adversely ~~expectations~~affected ~~and~~if ~~our~~the ~~contractual~~information ~~obligations~~systems, ~~with~~facilities ~~respect~~or tonetworks ~~our~~of ~~solutions.~~a ~~Failure~~third toparty dovendor ~~so could~~are ~~subject~~disrupted us(including todisruption ~~liability~~of oraccess), ~~cause~~are usdamaged toor ~~lose customers. In some cases~~fail, wewhether ~~rely~~due ~~on third-party vendors~~ to ~~assist~~physical usdisruptions, insuch ~~providing~~as ~~our~~fire, ~~solutions.~~natural ~~Therefore~~disaster, ~~our~~pandemic ~~ability~~or topower ~~meet~~outage, ~~our~~or ~~contractual~~due ~~obligations~~to ~~and~~cyber-security ~~customer~~incidents, ~~expectations~~ransomware ~~may~~or beother ~~impacted by~~actions ~~the performance~~ of ~~our~~ vendors, ~~and~~including ~~their~~labor ~~ability~~strikes, topolitical ~~comply~~unrest ~~with applicable laws~~ and ~~regulations~~terrorist attacks. ~~For example~~Moreover, ~~our~~because ~~electronic~~certain ~~payment and remittance solutions depend in part on the ability~~ of our third-party vendors toconduct ~~comply~~operations ~~with~~for ~~applicable~~us ~~banking, financial~~outside ~~service~~the ~~and~~U.S., ~~payment~~the ~~card~~political ~~industry requirements~~ and ~~their~~military ~~failure~~events toin doforeign sojurisdictions could ~~cause~~have an ~~interruption~~adverse inimpact ~~the~~on ~~solutions~~our weoutsourced ~~provide~~operations. orIf ~~require~~we usexperience toproblems ~~seek~~with ~~alternative~~our ~~solutions~~third-party orvendors, ~~relationships.~~if Wethe ~~likely will incur increased development~~ costs tocharged ~~upgrade~~by our ~~software~~third-party tovendors beincrease inor ~~compliance~~if ~~with changing and evolving standards, and delays may result in connection therewith. If~~ our ~~solutions~~agreements ~~are not in compliance~~ with ~~these evolving standards,~~ our ~~market~~third-party ~~position~~vendors ~~and~~are ~~sales~~terminated, ~~could be adversely affected and~~ we may ~~have~~not tobe ~~invest~~able ~~significantly~~to indevelop ~~changes~~new ~~and~~solutions, ~~updates~~enhance toor ~~our~~operate existing solutions, ~~which~~or ~~could~~provide ~~materially~~customer ~~and~~support ~~adversely~~in ~~impact~~an ~~our~~alternate ~~business,~~manner ~~financial~~that ~~condition~~is ~~and~~equally ~~results~~or ofmore ~~operations~~efficient and cost-effective.

~~Some~~Legislative ofchanges ~~our solutions are intended to provide information to healthcare professionals delivering patient care. Although our contracts disclaim liability for medical decisions~~ and ~~responsibility~~contractual ~~for~~limitations ~~patient care, if use of or inability to use our solutions leads to faulty clinical decisions or injury to patients, such disclaimers~~ may beimpede unenforceable and we could be subject to claims or litigation, including product liability and warranty claims, by healthcare professionals, their patients or customers. Product liability and warranty claims often involve very large or indeterminate amounts, including punitive damages. The magnitude of potential losses from product liability lawsuits may remain unknown for substantial periods of time, and the related legal defense costs may be significant. We could experience material warranty or product liability losses in the future and incur significant costs to defend these claims. In addition, if any of our products or services are, or are alleged to be, defective, we may voluntarily participate, or be required to participate, in a recall of that product or service. In the event of a recall, we may lose sales and be exposed to individual or class-action litigation claims. Further, negative publicity regarding a quality or safety issue, whether accurate or inaccurate, could harm our reputation, decrease demand for our solutions, lead to withdrawals of our solutions or impair our ability to ~~successfully~~utilize ~~launch and market~~ our ~~solutions~~offshore inservice ~~the future~~capabilities. ~~Product liability, warranty and recall costs may have a material adverse effect on our business, financial condition, results of operations and cash flows.~~

~~Some~~In ofour ~~the~~operations, ~~software and systems that~~ we ~~use~~have tocontractors ~~provide~~and ~~our~~employees ~~solutions~~located ~~are~~outside ~~inherently~~of ~~complex~~the ~~and~~U.S. ~~errors~~who ~~or downtime~~may ~~could~~have ~~negatively~~access ~~impact~~to ~~our~~personal ~~customers. For example~~information, ~~because~~including weprotected ~~collect~~health ~~and~~information. ~~manage~~From ~~large~~time ~~amounts~~to ~~of data~~time, itCongress isconsiders ~~possible~~legislation that ~~hardware~~would ~~failures~~restrict ~~and~~the ~~errors~~transmission inof ~~our~~personal ~~systems~~information ~~could~~regarding ~~result~~a inU.S. ~~data~~resident ~~loss~~to orany ~~corruption~~foreign oraffiliate, ~~cause~~subcontractor ~~the information that we collect to be incomplete~~ or ~~contain~~unaffiliated ~~inaccuracies~~third ~~that~~party ~~our~~without ~~customers~~adequate ~~could~~privacy ~~regard~~protections asor ~~significant.~~without Inproviding ~~addition,~~notice ~~errors~~to inthe ~~our~~identifiable ~~transaction~~individual ~~processing~~of ~~systems could result in payers paying~~ the ~~wrong~~transmission ~~amount,~~and ~~payers~~an ~~making~~opportunity ~~payments~~ to ~~the~~opt ~~wrong payee or delayed payments~~out. ~~Although~~Some weof ~~seek~~the toproposals ~~address~~considered ~~any~~would ~~errors~~have orrequired ~~downtime~~patient ~~with~~consent ~~updates to the software~~ and ~~systems,~~imposed ifliability weon ~~are~~healthcare ~~unable~~businesses toarising ~~promptly~~from ~~remedy~~the ~~any~~improper ~~errors~~sharing or ~~our~~other ~~customers~~misuse doof ~~not~~personal ~~implement~~information. ~~system~~Congress ~~updates,~~also ~~the~~has ~~software~~considered ~~and~~creating ~~systems~~a ~~could~~private ~~be compromised~~civil orcause ~~our~~of ~~customers~~action ~~could~~that ~~experience~~would ~~prolonged~~allow ~~downtimes~~an ~~relating~~injured party to ~~the~~recover ~~software~~damages ~~and~~sustained ~~systems.~~as Ifa ~~problems~~result ~~occur~~of ora ~~persist,~~violation ~~our~~of ~~customers~~these ~~may~~proposed ~~seek~~restrictions. ~~compensation from us~~Furthermore, ~~seek~~a tonumber ~~terminate~~of ~~their~~states ~~contracts,~~have ~~withhold~~considered ~~payments,~~prohibitions ~~seek refunds from us of part~~ or ~~all~~limitations ofon the ~~fees~~disclosure ~~charged~~of ~~under~~personal ~~our~~information ~~contracts, ask us~~ to ~~reconstruct~~individuals ~~lost~~ or ~~corrupted~~entities ~~data~~located atoutside ~~our~~of ~~expense,~~the ~~request~~U.S. aIf ~~loan~~this ortype ~~advancement~~ of ~~funds~~legislation oris ~~initiate~~enacted, ~~litigation~~our orability ~~other~~to ~~dispute~~utilize ~~resolution~~offshore ~~procedures.~~resources ~~We also~~ may be ~~subject to claims by others affected by any such problems. Further~~impeded, ~~some of our existing~~ and ~~prospective~~we ~~customers~~ may be ~~reluctant~~subject ~~or unwilling~~ to ~~use~~sanctions ~~cloud-based~~for ~~services~~failure ~~because~~to ~~they~~comply ~~have concerns regarding the risks associated~~ with the ~~security~~new ~~and reliability~~mandates of the ~~technology delivery model associated with these services~~legislation. IfIn ~~our~~addition, ~~existing or prospective customers do not perceive~~ the ~~benefits~~enactment of ~~our~~such ~~services,~~legislation ~~then~~could ~~the~~result ~~market~~in ~~for~~such ~~these~~work ~~solutions~~being ~~may~~performed ~~not~~at ~~expand~~a aslower ~~much~~margin ~~or develop as quickly as we expect, either~~ of ~~which would adversely affect our business~~profitability, ~~financial condition~~ or ~~results~~even ofat ~~operations~~a loss.

38In addition, CMS requires that some of our customers, including Medicare Advantage (“MA”) organizations and Medicare Part D prescription drug plans and their subcontractors, submit certain information regarding their offshore subcontractors and attest that measures have been taken to mitigate risk associated with sharing personal information with such offshore subcontractors. As a result, we may be required to submit information or an attestation and may be impacted by our customer’s failure to submit accurate and complete information or attestations. Further, as a result of concerns regarding the possible misuse of personal information, some of our customers have contractually limited or may seek to limit our ability to use our offshore resources which may increase our costs. Use of offshore resources may increase our risk of violating our contractual obligations to our customers to protect the privacy and security of personal information, which could adversely impact our reputation and our business. In addition, depending on the location of contractors and employees accessing personal information outside of the U.S., we may have additional compliance obligations under non-U.S. laws applicable to accessing, using, or otherwise processing personal information and transmitting that information back to the U.S.

~~Table~~Escalating global trade tensions, and the conflict between Russia and Ukraine, and the adoption or expansion of ~~Contents~~economic sanctions or trade restrictions could negatively impact us.

WeThe ~~attempt~~conflict tobetween ~~limit,~~Russia byand ~~contract,~~Ukraine ~~our~~could ~~liability~~lead ~~for~~to ~~damages arising from our negligence~~disruption, ~~errors,~~ ~~mistakes~~instability orand ~~security~~volatility ~~breaches.~~in ~~However,~~global ~~contractual~~markets ~~limitations~~and onindustries ~~liability~~that ~~may~~could ~~not~~negatively beimpact ~~accepted by~~ our ~~customers~~business, ~~may~~results ~~not~~of beoperations ~~enforceable~~and orfinancial ~~may~~condition. ~~otherwise~~The ~~not~~conflict ~~provide~~has ~~sufficient~~resulted ~~protection~~in tosignificant usvolatility ~~from~~in ~~liability~~certain ~~for damages. We maintain liability insurance coverage~~equity, ~~including~~debt ~~coverage for errors~~ and ~~omissions~~currency ~~and cyber-liability. It is possible~~markets, ~~however,~~material ~~that~~increases ~~claims~~in ~~could~~certain becommodity ~~denied~~prices, orand ~~exceed~~economic ~~the~~uncertainty. ~~amount~~The ofconflict ~~our applicable insurance coverage or that coverage~~ may ~~not~~also ~~continue~~escalate toand ~~be available~~its onresolution ~~acceptable~~is ~~terms~~unclear. orThe ~~in sufficient amounts~~U.S. ~~Even~~government ifand ~~claims~~other dogovernments ~~not~~have ~~result~~imposed insevere ~~liability~~sanctions toagainst ~~us,~~Russia ~~investigating~~ and ~~defending~~Russian ~~against~~interests ~~them~~and ~~could~~threatened beadditional ~~expensive~~sanctions and ~~time~~controls. ~~consuming~~Sanctions and ~~could~~export ~~divert~~control ~~management’s~~laws ~~attention~~and ~~away~~regulations ~~from~~are ~~our operations.~~complex, Infrequently ~~addition~~changing, ~~negative~~and ~~publicity~~increasing ~~caused~~in bynumber, ~~these~~and ~~events~~they may ~~negatively~~impose ~~impact~~additional ~~our~~legal ~~customer~~compliance ~~relationships,~~costs ~~market~~or ~~acceptance~~business ofrisks associated with our ~~solutions,~~operations. ~~including~~Although ~~unrelated~~the ~~solutions,~~Company ordoes ~~may~~not ~~harm~~conduct ~~our~~business ~~reputation~~directly ~~and~~with ~~business.~~companies based in

We rely on internet infrastructure, bandwidth providers, data center providers, other third parties and our own systems in providing certain of our solutions to our customers, and any failure or interruption in the services provided by these third parties or our own systems could expose us to litigation and negatively impact our relationships with customers, adversely affecting our business, results of operations or financial condition. 33

~~Our~~Ukraine, ~~business~~Russia ~~operations~~or ~~depend~~Belarus, on the ~~development~~impact ~~and maintenance~~ of ~~the infrastructure~~these ofmeasures, ~~telecommunications~~as ~~services~~well ~~and~~as onpotential ~~our~~responses ~~ability~~ to ~~maintain~~them ~~and~~by ~~protect our network and computer systems. This includes maintenance of a reliable network connection with the necessary speed~~Russia, ~~data~~is ~~capacity~~currently ~~and~~unknown ~~security for providing reliable internet access~~ and ~~services~~they ~~and~~could ~~reliable~~adversely ~~telephone~~affect ~~and facsimile services. As a result,~~ our ~~information systems require an ongoing commitment of significant resources to maintain and enhance existing systems and develop new systems in order to keep pace with continuing changes in IT~~business, ~~emerging~~results ~~cybersecurity risks and threats, evolving industry and regulatory standards and changing preferences~~ of ~~our customers. Many of our network and computer solutions are located in our primary data and~~ operations ~~centers that we own~~ and ~~operate~~financial ~~and some are outsourced to third-party hosting providers~~condition. We have consolidated several satellite data centers and plan to continue such consolidation. We also provide remote and cloud hosting services that involve operating our software and the software of vendors for our customers.

~~Our~~Risks ~~operations~~Related ~~and facilities are vulnerable~~ to ~~interruption~~Intellectual and/or damage from a number of sources, many of which are beyond our control, including, without limitation: power loss and telecommunications failures; fire, flood, hurricane, tornado and other natural disasters; software and hardware errors, failures or crashes; and cyber and ransomware attacks, computer viruses, hacking, break-ins, sabotage, intentional acts of vandalism and other similar disruptive problems. The occurrence of any of these events could result in interruptions, delays or cessations in service to users of our solutions, which could impair or prohibit our ability to provide our solutions, reduce the attractiveness of our solutions to our customers and could have a material adverse impact on our business, results of operations or financial condition. If customer access to our solutions is interrupted because of problems in our operations or our facilities, we could be in breach of our agreements with customers and/or exposed to significant claims, particularly if the access interruption is associated with problems in the timely delivery of medical care. Property

WeThe ~~attempt~~protection toof ~~mitigate~~our ~~these~~intellectual ~~risks~~property ~~through~~requires ~~various~~substantial ~~means~~resources ~~including disaster recovery~~ and ~~business~~protections continuity plans, penetration testing, vulnerability scans, patching and other information security procedures and cybersecurity and ransomware measures, insurance against fires, floods, other natural disasters, cyber-liability and general business interruptions, and customer and employee training and awareness, but our precautions cannot protect against all risks. Any significant instances of ~~system downtime could negatively affect~~ our ~~reputation~~proprietary ~~and~~rights ~~ability~~may tonot ~~provide~~be ~~our solutions or remote hosting services, which could have a material adverse impact on our business, results of operations or financial condition~~adequate.

We ~~also~~ rely on a ~~number~~combination of ~~vendors~~trade secret, ~~such as~~copyright ~~cloud~~and ~~service~~trademark ~~providers~~laws, patents, license agreements, confidentiality procedures, nondisclosure agreements and technical measures designed to ~~provide~~protect usthe ~~with~~intellectual property used in our business. The steps we have taken to protect and enforce our proprietary rights and intellectual property may not be adequate. For instance, we may not be able to secure trademark or service mark registrations for marks in the U.S. or in foreign countries or take similar steps to secure patents for our proprietary processes, methods and technologies. Even if we are successful in obtaining patent and/or trademark registrations, these registrations may be opposed or invalidated by a ~~variety~~third party. In addition, our agreements with employees, consultants and others who develop intellectual property for or on behalf of ~~solutions~~us could be breached and ~~services,~~could ~~including~~result ~~cloud-based~~in ~~data~~our ~~hosting~~trade secrets and confidential information being publicly disclosed. We may not have adequate remedies for any such breach. Third parties also may infringe upon or misappropriate our copyrights, ~~telecommunications~~trademarks, service marks, patents and ~~data~~other ~~processing~~intellectual ~~services~~property rights. If we believe a third party has misappropriated our intellectual property, litigation may be necessary ~~for~~to enforce and protect those rights, which would divert management resources, would be expensive and may not effectively protect our ~~transaction~~intellectual ~~services~~property. Even if we establish infringement, a court may decide not to grant an injunction against further infringing activity and ~~processing~~instead ~~functions~~award only monetary damages, which may or may not be an adequate remedy. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during litigation. There could also be public announcements regarding the results of hearings, motions or other interim proceedings or developments. If analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of shares of our common stock. Moreover, there is no assurance that we will have sufficient financial or other resources to file and ~~software developers~~pursue such infringement claims, which typically last for years before they are concluded. Even if we ultimately prevail in such claims, the ~~development~~monetary cost of such litigation and ~~maintenance~~the diversion of ~~certain~~the ~~software~~attention ~~products~~of our management and scientific personnel could outweigh any benefit we ~~use~~receive toas ~~provide~~a ~~our~~result ~~solutions~~of the proceedings. As a result, if we fail to maintain adequate intellectual property protection or if a third party infringes or misappropriates our ~~disaster~~intellectual ~~recovery~~property, ~~and~~it may have a material adverse impact on our business, results of operations or financial condition.

39Our currently pending or future patent applications may not result in issued patents, or be approved on a timely basis, if at all. Similarly, any term extensions that we seek may not be approved on a timely basis, if at all. In addition, our issued patents, or any patents that may issue in the future, may not contain claims sufficiently broad to protect us against third parties with similar technologies or products or provide us with any competitive advantage, including exclusivity in a particular product area. The validity and scope of our patent claims also may vary between countries, as individual countries have their own patent laws. The validity, enforceability, scope and effective term of patents can be highly uncertain and often involve complex legal and factual questions and proceedings that vary based on the local law of the relevant jurisdiction. Our ability to enforce our patents also depends on the laws of individual countries and each country’s practice with respect to enforcement of intellectual property rights. Patent protection must be obtained on a jurisdiction-by-jurisdiction basis, and we only pursue patent protection in countries where we think it makes commercial sense for the given product. In addition, if we are unable to maintain our existing license agreements or other agreements pursuant to which third parties grant us rights to intellectual property, including because such agreements terminate, our financial condition and results of operations could be materially adversely affected.

~~Table~~Patent law reform in the U.S. and other countries may also weaken our ability to enforce our patent rights, or make such enforcement financially unattractive. For instance, in September 2011, the U.S. enacted the America Invents Act, which permits enhanced third-party actions for challenging patents and implements a first-to-invent system. These reforms could result in increased costs to protect our intellectual property or limit our ability to obtain and maintain patent protection for our products in these jurisdictions. Additionally, certain foreign governments have indicated that compulsory licenses to patents may be granted in the case of ~~Contents~~national emergencies, which could diminish or eliminate sales and profits from those regions and materially adversely affect our financial condition and results of operations.

~~business~~Our ~~continuity~~trademarks, ~~plans~~logos, and brands may ~~rely,~~provide us with a competitive advantage in ~~part,~~the onmarket ~~vendors~~as ofthey ~~related~~may ~~services~~be known or trusted by consumers. WeIn ~~exercise~~order ~~limited~~to ~~control~~maintain ~~over~~the ~~vendors~~value of such brands, ~~which~~we ~~increases~~must ~~our~~be ~~vulnerability~~able to ~~problems~~enforce ~~with~~and ~~services~~defend ~~they~~our ~~provide~~trademarks. ~~Any~~ ~~errors,~~We ~~failures,~~have ~~interruptions~~pursued orand ~~delays~~will ~~experienced~~pursue inthe ~~connection~~registration ~~with~~of ~~vendor~~trademarks, ~~technologies~~logos and ~~information~~service ~~services~~marks orin ~~our~~the ~~own~~U.S. ~~systems~~and ~~could~~internationally; ~~negatively~~however, ~~impact~~enforcing ~~our~~rights ~~relationships~~against ~~with~~those ~~partners,~~who ~~adversely~~knowingly ~~affect~~or ~~our~~unknowingly ~~business~~dilute ~~and~~or ~~could~~infringe ~~expose~~our ~~us to~~brands ~~liabilities.~~can ~~Although~~be wedifficult. ~~maintain~~Effective ~~insurance~~trademark, ~~for~~service ~~our business~~mark, ~~the~~trade ~~coverage~~dress ~~under~~or ~~our~~related ~~policies~~protections may not be ~~adequate~~available toin ~~compensate~~every uscountry ~~for~~in ~~all~~which ~~losses~~our ~~that~~solutions ~~may~~are ~~occur~~available. InEnforcement ~~addition,~~is weespecially ~~cannot~~difficult ~~provide~~in ~~assurance~~first-to-file ~~that~~countries wewhere ~~will~~‘‘trademark ~~continue~~squatters’’ tocan beprevent ~~able~~us tofrom ~~obtain~~ obtaining adequate ~~insurance~~protections ~~coverage~~for atour ~~an acceptable cost~~brands. IfThere ~~vendors~~can dobe ~~not~~no ~~fulfill~~assurance ~~their~~that ~~contractual~~the ~~obligations,~~steps we have ~~system~~taken ~~failures~~and orwill ~~choose~~take to ~~discontinue~~protect ~~their~~our ~~products~~proprietary orrights ~~services,~~in our ~~business~~brands and ~~operations~~trademarks ~~could~~will be ~~disrupted,~~adequate ~~our~~or ~~brand~~that ~~and reputation~~third ~~could~~parties bewill ~~harmed~~not infringe, ~~and~~dilute ~~our~~or ~~financial~~misappropriate ~~condition~~our orbrands, ~~results~~trademarks, oftrade ~~operations~~dress ~~could~~or beother ~~adversely~~similar ~~affected~~proprietary rights.

The reliability and performance of our internet connection may be harmed by increased usage or by denial-of-service attacks. The internet has experienced a variety of outages and other delays as a result of damage to portions of our infrastructure, and it could face outages and delays in the future. Outages and delays could reduce the level of internet usage as well as the availability of the internet to us for delivery of our internet-based solutions. 34

AsMany ~~a result~~ of ~~the~~our ~~complexity~~products ofare ~~the~~based ~~issues~~on ~~facing~~or ~~healthcare~~incorporate ~~providers~~proprietary ~~and~~information. ~~payers~~We ~~and~~actively ~~the~~seek ~~inherent~~to ~~complexity of~~protect our ~~solutions~~proprietary ~~to such issues~~information, ~~our~~including ~~customers depend on~~ our ~~support~~trade ~~organization~~secrets toand ~~resolve~~proprietary ~~any~~know-how, ~~technical~~by ~~issues~~generally ~~relating~~requiring to our ~~offerings. In addition~~employees, ~~our sales process is highly dependent on the quality of our offerings~~consultants, onother ~~our~~advisors ~~business reputation~~ and onother ~~strong~~third ~~recommendations~~parties ~~from our existing customers. We may be unable~~ to ~~respond~~execute ~~quickly~~proprietary ~~enough~~information toand ~~accommodate~~confidentiality ~~short-term~~agreements ~~increases~~upon ~~in customer demand for support services. We also may be unable to modify~~ the ~~format~~commencement of ~~our~~their ~~support services~~employment, toengagement ~~compete~~or ~~with~~other ~~changes in support services provided by our competitors~~relationship. ItDespite isthese ~~difficult~~efforts ~~to predict customer demand for technical support services~~ and, ~~if customer demand increases significantly~~precautions, we may be unable to ~~provide~~prevent ~~satisfactory support~~a ~~services~~third toparty ~~our~~from ~~customers~~copying ~~and~~or ~~their~~otherwise ~~constituents.~~obtaining ~~Failure to maintain high-quality~~ and ~~highly~~using ~~responsive~~our ~~technical~~trade ~~support~~secrets ~~could~~or ~~harm~~ our ~~reputation,~~other ~~adversely~~intellectual ~~affect~~property ~~our~~without ~~ability~~authorization toand ~~sell~~legal ~~our~~remedies ~~offering~~may tonot ~~existing~~adequately ~~and~~compensate ~~prospective~~us ~~customers~~for ~~and harm~~the ~~our~~damages ~~business,~~caused ~~results~~by ofsuch ~~operations~~unauthorized ~~and financial condition~~use.

~~Our~~In ~~infrastructure~~addition, ~~data~~there orcan ~~other~~be ~~operation~~no ~~centers~~assurance ~~and~~that ~~systems used in~~ our ~~business~~ ~~operations,~~competitors ~~including~~will ~~the~~not ~~internet~~independently ~~and~~develop ~~related~~products ~~systems~~or ofservices ~~our~~that ~~vendors~~ are ~~vulnerable~~equivalent ~~to,~~or ~~and~~superior ~~from time~~ to ~~time~~our ~~experience, unauthorized access to data and/or breaches of confidential information~~solutions.

InWe ~~recent~~may ~~years,~~not ~~there~~be ~~have~~able been a number of well-publicized data breaches involving the improper dissemination of personal information of individuals both within and outside of the healthcare industry. Most states require holders of personal information to ~~maintain~~protect ~~safeguards~~our ~~and~~intellectual ~~take~~property ~~certain~~rights ~~actions~~throughout ~~in response to a data breach, such as providing prompt notification of~~ the ~~breach to affected individuals or the state’s attorney general~~world. In some states, laws are limited to electronic data, but states increasingly are enacting or considering stricter and broader requirements. Additionally, HIPAA imposes certain notification requirements on both Covered Entities and Business Associates. A non-permitted use or disclosure of protected health information is presumed to be a breach under HIPAA unless the Covered Entity or Business Associate establishes that there is a low probability the information has been compromised consistent with requirements enumerated in HIPAA.

~~Further,~~Third ~~the~~parties ~~FTC has prosecuted certain data breach cases as unfair and deceptive acts or practices under the Federal Trade Commission Act. By regulation, the FTC requires creditors, which~~ may ~~include~~attempt ~~some of our customers,~~ to ~~implement~~commercialize ~~identity~~competitive ~~theft~~products ~~prevention~~or ~~programs~~services ~~to detect, prevent and mitigate identity theft~~ in ~~connection~~foreign ~~with~~countries ~~customer~~where ~~accounts.~~we ~~Although~~do ~~Congress~~not ~~passed legislation~~have ~~that~~any ~~restricts~~patents ~~the~~or ~~definition~~patent ofapplications ~~“creditor”~~ and ~~exempts~~where ~~many~~legal ~~healthcare~~recourse ~~providers from complying with this identity theft prevention rule, we~~ may be ~~required~~limited. toThis ~~apply~~may ~~additional~~have ~~resources~~a tosignificant ~~our~~commercial ~~existing~~impact ~~processes~~on ~~to assist~~ our ~~affected~~ ~~customers~~foreign inbusiness ~~complying with this rule~~operations.

40Filing, prosecuting and defending patents on our solutions in all countries throughout the world would be prohibitively expensive, and our intellectual property rights in some countries outside the U.S. may be less extensive than those in the U.S. The requirements for patentability may differ in certain countries, particularly developing countries. For example, Europe has a heightened requirement for patentability of software inventions. Thus, even in countries where we do pursue patent protection, there can be no assurance that any patents will issue with claims that cover our solutions. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as laws in the U.S. Consequently, we may not be able to prevent third parties from practicing our inventions in all countries outside the U.S. Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and services and further, may export otherwise infringing products and services to territories where we have patent protection, but enforcement on infringing activities is inadequate. These products or services may compete with our products or services, and our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.

~~Table~~Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of ~~Contents~~certain countries, particularly certain developing countries, do not favor the enforcement of patents and other intellectual property protection, which could make it difficult for us to stop the infringement of our patents or marketing of competing products in violation of our proprietary rights generally. Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing, and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially meaningful. In addition, certain countries in Europe and certain developing countries, including India and China, have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties. In those countries, we may have limited remedies if our patents are infringed or if we are compelled to grant a license to our patents to a third party, which could materially diminish the value of those patents. This could limit our potential revenue opportunities. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we own or license. Finally, our ability to protect and enforce our intellectual property rights may be adversely affected by unforeseen changes in foreign intellectual property laws.

~~Despite~~Third ~~our~~parties ~~security~~may ~~management~~claim ~~efforts~~that ~~with~~we ~~respect~~or ~~to physical and technological infrastructure, employee training, vendor (and sub-vendor) controls and contractual relationships,~~ our ~~infrastructure,~~distributors ~~data~~ or ~~other~~licensors ~~operation~~are ~~centers~~infringing ~~and~~their ~~systems~~intellectual ~~used in our business operations~~property, ~~including the internet~~ and ~~related systems of our vendors (including vendors to whom~~ we ~~outsource~~could ~~data~~suffer ~~hosting,~~significant ~~storage~~litigation ~~and processing functions) are vulnerable to, and from time to time experience, unauthorized access to data and/~~or ~~breaches~~licensing ofexpenses ~~confidential information due to criminal conduct, physical break-ins, hackers, employee~~ or ~~insider~~be ~~malfeasance~~prevented ~~and/or~~from ~~improper~~selling ~~employee~~certain or contractor access, computer viruses, programming errors, denial-of-service attacks, ransomware events, phishing schemes, fraud, terrorist attacks, human error or other breaches by insiders or third parties or similar disruptive problemssolutions. It is not possible to prevent all security threats to our systems and data. See “—Breaches and failures of our IT systems and the security measures protecting them, and the sensitive information we transmit, use and store, expose us to potential liability and reputational harm.”

~~Risks~~We ~~Related~~or our distributors and licensors could be subject to ~~International~~claims ~~Operations~~that we are misappropriating or infringing intellectual property (including patents, trademarks, trade dress, copyrights, trade secrets, domain names) or other proprietary rights of others. We may become subject to preliminary or provisional rulings in the course of any such litigation, including potential preliminary injunctions requiring us to cease some or all of our operations. Similarly, if any litigation to which we are a party is resolved adversely, we may be subject to an unfavorable judgment that may not be reversed upon appeal. These claims, even if not meritorious, could be expensive to defend and divert management’s attention from our operations and even if we believe it does not infringe a validly existing third-party right we may choose to license such rights. If we or our distributors or licensors become liable to third parties for infringing these rights, we could be required to pay a substantial damage award, including treble damages in some cases, and to develop non-infringing technology, obtain a license, which may not be available on commercially reasonable terms, or stop activities or services that use or contain the infringing intellectual property, which could include a recall or cessation of sales in the future. We may also decide to settle such matters on terms that are unfavorable to us. We may be unable to develop non-infringing solutions or obtain a license on commercially reasonable terms, or at all. We also may be required to indemnify our customers if they become subject to third party claims relating to intellectual property that we license or otherwise provide to them, which could be costly.

WeThe ~~are~~intellectual ~~subject~~property topositions ~~risks~~of ~~associated~~pharmaceutical and health IT services frequently involve complex legal and factual questions. For example, while we generally enter into proprietary information agreements with our ~~international~~employees ~~operations.~~and third parties which

We market, sell and support our solutions internationally. While currently not a significant source of our revenue and profitability, we plan to continue to expand our non-U.S. operations and continue to focus on developing successful direct and indirect non-U.S. sales and support channels. Non-U.S. operations are subject to inherent risks, and our business, results of operations and financial condition, including our revenue growth and profitability, could be adversely affected by a variety of uncontrollable and changing factors. These include, but are not limited to: 35

•assign ~~greater~~intellectual ~~difficulty~~property inrights ~~collecting~~to ~~accounts~~us, ~~receivable~~these agreements may not be honored or may not effectively assign intellectual property rights to us under the local laws of some countries or jurisdictions. We cannot be certain that a competitor or other third party does not have or will not obtain rights to intellectual property that may prevent us from manufacturing, developing or marketing certain of our products, regardless of whether we believe such intellectual property rights are valid and ~~longer~~enforceable ~~collection~~or ~~periods;~~we believe we would otherwise be able to develop a more commercially successful product, which may materially adversely affect our business, financial condition and results of operations.

•Our ~~difficulties~~solutions ~~and~~depend, ~~costs~~in ofpart, ~~staffing~~on intellectual property and ~~managing~~technology ~~non-U~~licensed from third parties.S. ~~operations;~~

•Much of our business and many of our solutions rely on key technologies or content developed or licensed by third parties. For example, many of our software offerings are developed using software components or other intellectual property licensed from third parties, including both proprietary and open source licenses. These third-party software components may become obsolete, defective or incompatible with future versions of our solutions, or our relationship with the ~~impact~~third-party licensor may deteriorate, or our contracts with the third-party licensor may expire or be terminated. In addition, like most other service providers in the healthcare industry, many of ~~global~~our ~~economic~~products rely on proprietary healthcare codes, descriptive terms and ~~political~~other ~~market~~content, ~~conditions~~such as Current Procedural Terminology codes (“CPT” codes), that third parties, such as the American Medical Association (“AMA”) develop and license for the purpose of maintaining standard language and coding throughout the healthcare industry. Because CPT codes are licensed by the AMA on reasonable and non-discriminatory terms, we anticipate the continued availability of such content; however, if we are unable to maintain an ongoing license for such content, certain of our products may become partially or entirely incompatible with the healthcare industry. We may also face legal or business disputes with licensors that may threaten or lead to the disruption of inbound licensing relationships. In order to remain in compliance with the terms of our licenses, we must carefully monitor and manage our use of third-party software components, including both proprietary and open source license terms that may require the licensing or public disclosure of our intellectual property without compensation or on undesirable terms. Because the availability and cost of licenses from third parties depends upon the willingness of third parties to deal with us on the terms we request, there is a risk that third parties who license to our competitors either will refuse to license to us at all, or refuse to license to us on terms equally favorable to those granted to our competitors. Consequently, we may lose a competitive advantage with respect to these intellectual property rights or we may be required to enter into costly arrangements in order to terminate or limit these rights. Additionally, some of these licenses may not be available to us in the future on terms that are acceptable or that allow our solutions to remain competitive. Our inability to obtain licenses or rights on favorable terms could have a material effect on our business, including our financial condition and results of operations. In addition, it is possible that as a consequence of a merger or acquisition, third parties may obtain licenses to some of our intellectual property rights or our business may be subject to certain restrictions that were not in place prior to such transaction. Because the availability and cost of licenses from third parties depends upon the willingness of third parties to deal with us on the terms we request, there is a risk that third parties who license to our competitors either will refuse to license to us at all, or refuse to license to us on terms equally favorable to those granted to our competitors. Consequently, we may lose a competitive advantage with respect to these intellectual property rights or we may be required to enter into costly arrangements in order to terminate or limit these rights.

•Our ~~effects~~use of ~~sovereign~~open ~~debt~~source ~~conditions,~~technology ~~including~~could ~~budgetary~~impose ~~constraints;~~limitations on our ability to commercialize our solutions.

•Our solutions incorporate open source software components that are licensed to us under various public domain licenses. Some open source software licenses require users who distribute open source software as part of their software to publicly disclose all or part of the source code to such software or make available any derivative works of the open source code on unfavorable terms or ~~volatile~~at ~~foreign~~no ~~currency~~cost. ~~exchange~~There ~~rates;~~is little or no legal precedent governing the interpretation of many of these licenses and therefore the potential impact of such licenses on our business is not fully known or predictable. There is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to market our solutions.

•While ~~legal~~we ~~compliance~~monitor ~~costs~~our oruse ~~business~~of ~~risks~~open ~~associated~~source ~~with~~software and try to ensure that none is used in a manner that would require us to disclose our ~~global~~source ~~operations~~code ~~where:~~or ~~(i)~~that ~~local~~would ~~laws~~otherwise breach the terms of an open source license, such use could inadvertently occur and ~~customs~~we ~~differ~~may ~~from~~be required to release our proprietary source code, pay damages for breach of contract, re-code or ~~are~~engineer one or more ~~stringent~~of ~~than~~our ~~those~~offerings, discontinue sales of one or more of our solutions in the ~~U.S.,~~event ~~such~~re-engineering ascannot ~~those~~be ~~relating~~accomplished toon ~~data~~a ~~privacy~~timely ~~and~~basis ~~data~~or ~~security~~take other remedial action that may divert resources away from our development efforts, orany ~~(ii)~~of ~~risk~~which iscould ~~heightened~~cause ~~with~~us ~~the~~to ~~U.S.~~breach ~~Foreign~~obligations ~~Corrupt~~to ~~Practices~~our ~~Act~~customers, ~~(“FCPA”)~~harm our reputation, ~~the~~result ~~U.K.~~in ~~Anti-Bribery~~customer ~~Act~~losses ~~and~~or ~~similar~~claims, ~~laws~~increase our costs or otherwise adversely affect our business and ~~regulations~~results inof ~~foreign~~operations. ~~jurisdictions;~~

•Risks ~~certification,~~Related ~~licensing,~~to orGovernment ~~regulatory~~Regulation ~~requirements, including obligations imposed on manufacturers~~ and ~~distributors~~other ofLegal ~~medical devices by non-U.S. regulatory agencies, and unexpected changes to those requirements;~~Risks

•Recent ~~changes~~and tofuture ordevelopments ~~reduced~~in ~~protection~~the ofhealthcare ~~intellectual~~industry ~~property~~could ~~rights~~have ina ~~certain~~material ~~countries;~~adverse impact on our business, results of operations or financial condition.

•Almost ~~greater~~all ~~difficulty~~of inour ~~protecting~~revenue is derived from the healthcare industry, ~~maintaining~~which is highly regulated and ~~obtaining~~subject ~~registered~~to ~~intellectual~~changing ~~property~~political, ~~such~~legislative, asregulatory ~~patents~~and other influences. For example, the ACA changes how healthcare services are covered, delivered and ~~trademarks;~~reimbursed. The ACA mandates that substantially all U.S. citizens maintain health insurance coverage, expands health insurance

~~• potentially adverse tax consequences as a result of changes in tax laws or otherwise, and difficulties associated with repatriating cash generated or held abroad in a tax-efficient manner;~~36

•coverage through a combination of public program expansion and private sector reforms, reduces Medicare program spending and promotes value-based purchasing. The previous presidential administration made significant efforts to repeal or weaken the ACA. For example, under the previous presidential administration, CMS indicated its intent to increase flexibility in state Medicaid programs, including by expanding the scope of waivers under which states may implement Medicaid expansion provisions, imposing different eligibility or ~~additional~~enrollment ~~functionality~~restrictions, ~~requirements~~or otherwise implementing programs that vary from federal standards. At the same time, members of Congress have in recent years proposed measures that would expand the role of government-sponsored coverage, including single payer or ~~preferences;~~so-called “Medicare-for-All” proposals, which could have far-reaching implications for the healthcare industry if enacted.

•While ~~trade~~the ~~protection~~current ~~measures;~~presidential administration has signaled its intent to strengthen the ACA and undo previous agency actions that were aimed at weakening the ACA under the former administration, we are unable to predict the full impact of the ACA and other health reform initiatives on our operations in light of the uncertainty regarding whether, when and how the ACA will be further changed, what alternative reforms (including single payer proposals), if any, may be enacted, the timing of enactment and implementation of alternative provisions and the impact of alternative provisions on various healthcare industry participants. Because many of our solutions are designed to assist customers in effectively navigating the shift to value-based healthcare, the elimination of, or significant revisions to, various value-based healthcare initiatives may adversely impact our business.

•While ~~economic~~many ~~sanctions;~~of the provisions of the ACA and other health reform initiatives may not be directly applicable to us, initiatives affect the businesses of our customers and the Medicaid programs. For example, as a result of Medicare payment reductions and other reimbursement changes mandated under the ACA, our customers may attempt to seek price concessions from us or reduce their use of our solutions, especially if provisions expanding coverage are repealed without eliminating the payment reductions or other reimbursement changes. Thus, the ACA may result in a reduction of expenditures by customers or potential customers in the healthcare industry, which could have a material adverse impact on our business, results of operations or financial condition. In addition, certain government programs, such as the Bundled Payments for Care Improvement initiative and the Accountable Care Organization Shared Savings Program, may impact reimbursement to our customers, which could have a material adverse impact on our business, results of operations or financial condition. Further, the general uncertainty of healthcare reform efforts, particularly if Congress repeals provisions of the ACA but delays the implementation date of repeal or fails to enact replacement provisions at the time of repeal, may negatively impact purchase decisions or demand for our solutions.

•Moreover, ~~export~~there ~~control~~are numerous federal, state and private initiatives seeking to increase the use of IT in healthcare as a means of improving care and reducing costs. For example, the HITECH Act, which was enacted in 2009, and the Cures Act, which was enacted in 2016, contain incentives and penalties to promote the use of EHR technology and the efficient exchange of health information electronically. Further, the Cures Act provides for penalties to be imposed on IT developers, health information exchanges or networks and health providers that are found to improperly block the exchange of health information. In March 2020, the ONC and CMS released final regulations; concerning interoperability and information blocking. The final ONC rules address, among other things, the kinds of industry behaviors that do and do not constitute information blocking under the Cures Act and include new criteria involving exporting electronic health information and standardized APIs for patient services. Health IT developers, exchanges, or networks that do engage in such information blocking by knowingly adopting practices that are likely to interfere with, prevent, or materially discourage the access, exchange, or use of electronic health information, may be subject to civil monetary penalties of up to $1 million per violation. These new rules are not currently applicable to us, but they may be modified to become applicable to us later. These and other initiatives may result in additional or costly legal or regulatory requirements, may encourage more companies to enter our markets, may provide advantages to our competitors and may result in the development of competitive technology solutions. Any such initiatives also may result in a reduction of expenditures by existing or potential customers, which could have a material adverse impact on our business, results of operations or financial condition.

•In ~~disruption~~addition, ofother general reductions in expenditures by healthcare industry constituents could result from, among other things, government regulation or ~~loss~~private ofinitiatives ~~access~~that toaffect the manner in which providers interact with patients, ~~regional~~payers ITor other healthcare industry constituents, including changes in pricing or ~~telecommunication~~means ~~networks;~~of delivery of healthcare solutions. In addition, cost containment efforts at the federal and state levels may affect industry expenditures. For example, the Budget Control Act of 2011 requires automatic spending reductions to reduce the federal deficit. CMS began imposing a 2% reduction on payments of Medicare claims in 2013. These reductions have been extended through 2029.

41Even if general expenditures by healthcare industry constituents remain the same or increase, other developments in the healthcare industry may reduce spending on healthcare IT and services or in some or all of the specific markets we serve or are planning to serve. In addition, our customers’ expectations regarding pending or potential healthcare industry developments also may affect their budgeting processes and spending plans with respect to the types of solutions we provide. For example, use of our solutions could be affected by:

~~Table~~•changes in the billing patterns of ~~Contents~~providers;

•changes ~~health~~in ~~service~~the ~~provider~~design orof ~~government~~health ~~spending~~insurance ~~patterns or government-imposed austerity measures~~plans;

•changes ~~natural~~in ~~disasters,~~the ~~war~~contracting ormethods ~~terrorist~~payers ~~acts~~use in their relationships with providers; ~~and~~

~~• labor disruptions that may occur in a country.~~37

We•decreases ~~rely~~in onmarketing ~~vendors~~expenditures ~~and~~by ~~other~~pharmaceutical ~~third~~companies ~~parties~~or ~~including~~medical ~~vendors~~device ~~outside~~manufacturers; ~~the U.S., for some of our IT infrastructure, development~~ and ~~maintenance, quality assurance, operations, and customer support.~~

We•implementation currently depend on various vendors and other third parties for substantial business functions, including with respect to our IT systems (including infrastructure, application development, purchase and distribution, payment processing, manufacturing, and maintenance), business process outsourcing, call center services, customer support and similar services. Specifically, we outsource some of ~~our~~government ~~software~~programs ~~development and design, quality assurance, and operations activities to third-party vendors~~ that ~~have~~streamline ~~employees~~ and ~~consultants~~standardize ~~located~~eligibility ~~outside~~enrollment ~~the U.S. In February 2018~~processes, ~~Change Healthcare LLC entered into a ten-year contract with Wipro in~~ which itcould ~~initially~~result ~~committed to purchase from Wipro at least $1.0 billion~~ in ~~outsourced~~decreased ~~professional~~pricing services over the ten-year term of the contract; that commitment was reduced to $975.0 million in March 2020. If we fail to meet this minimum commitment, we may be forced to pay to Wipro 25% of the shortfall relative to the minimum commitment at the end of the term, thus increasing our costs without a commensurate increase in services provided to our business. If we had terminated the Wipro contract on March 31, 2021, we estimate that the termination fee would have been approximately $204.0 million, which represents the greater of (i) a termination fee equal to 25% of the remaining unspent minimum commitment and (ii) the remaining unrecovered costs incurred by Wipro in connection with its performance under the agreement. In addition, our dependence on Wipro and other third-party vendors creates a number of business risks—in particular, the risk that we may not maintain service quality, control or ~~effective~~demand ~~management~~for ~~with respect to these outsourcing arrangements of~~ our ~~business~~eligibility ~~operations~~ and ~~that~~enrollment ~~we cannot control the information systems, facilities or networks of such vendors~~solutions.

~~Our~~The ~~results~~healthcare ofindustry ~~operations~~has ~~could~~changed besignificantly ~~adversely~~in ~~affected~~recent ~~if the information systems~~years, ~~facilities~~and orwe ~~networks~~expect ofthat asignificant ~~third~~changes ~~party~~will ~~vendor~~continue ~~are disrupted (including disruption of access), are damaged or fail, whether due~~ to ~~physical~~occur. ~~disruptions,~~The ~~such~~timing asand ~~fire,~~impact ~~natural~~of ~~disaster,~~developments ~~pandemic~~in orthe ~~power~~healthcare ~~outage,~~industry orare ~~due~~difficult to ~~cyber-security incidents, ransomware or other actions of vendors, including labor strikes, political unrest and terrorist attacks~~predict. ~~Moreover,~~We ~~because~~cannot ~~certain~~be ofsure ~~our~~that ~~third-party~~the ~~vendors~~markets ~~conduct operations~~ for ~~us outside the U.S., the political and military events in foreign jurisdictions could have an adverse impact on~~ our ~~outsourced~~ ~~operations.~~solutions Ifwill wecontinue ~~experience~~to ~~problems~~exist ~~with~~at ~~our~~their ~~third-party~~current ~~vendors~~levels, ifwill ~~the~~not ~~costs~~change ~~charged~~in byways ~~our~~that ~~third-party~~adversely ~~vendors~~affect ~~increase~~us or ifthat ~~our~~we ~~agreements~~will ~~with~~have ~~our~~adequate ~~third-party vendors are terminated~~technical, wefinancial ~~may~~and ~~not~~marketing beresources ~~able~~ to ~~develop~~react ~~new~~to ~~solutions, enhance~~changes ~~or operate existing solutions, or provide customer support~~ in anthose ~~alternate manner that is equally or more efficient and cost-effective~~markets.

~~Legislative~~Government ~~changes~~regulation, industry standards and ~~contractual~~other ~~limitations~~requirements ~~may~~create ~~impede~~risks ~~our~~and ~~ability~~challenges towith ~~utilize~~respect to our ~~offshore~~compliance ~~service~~efforts ~~capabilities~~and our business strategies.

InThe ~~our~~healthcare ~~operations,~~industry weis ~~have~~highly ~~contractors~~regulated and ~~employees~~subject ~~located~~to ~~outside~~frequently ofchanging ~~the~~laws, ~~U.S.~~regulations, ~~who~~industry ~~may~~standards ~~have~~and ~~access~~other torequirements. ~~personal~~Many ~~information,~~healthcare ~~including protected~~laws ~~health~~and ~~information.~~regulations ~~From~~are ~~time to time~~complex, ~~Congress~~and ~~considers~~their ~~legislation~~application ~~that~~to ~~would~~specific ~~restrict~~solutions, ~~the~~services ~~transmission~~and ofrelationships ~~personal~~may ~~information~~not ~~regarding~~be ~~a U~~clear.S. ~~resident~~Because toour ~~any~~customers ~~foreign~~are ~~affiliate,~~subject ~~subcontractor~~to orvarious ~~unaffiliated~~requirements, ~~third~~we ~~party~~may ~~without adequate~~be ~~privacy~~impacted ~~protections~~as ora ~~without~~result ~~providing~~of ~~notice~~our tocontractual ~~the~~obligations ~~identifiable~~even ~~individual~~when ofwe ~~the~~are ~~transmission~~not ~~and~~directly ansubject ~~opportunity~~ to ~~opt~~such ~~out~~requirements. ~~Some~~In ofparticular, ~~the~~many ~~proposals~~existing ~~considered~~healthcare ~~would~~laws ~~have required patient consent~~ and ~~imposed~~regulations, ~~liability~~when onenacted, ~~healthcare businesses~~did ~~arising~~not ~~from~~anticipate the ~~improper~~healthcare ~~sharing~~IT orsolutions ~~other~~and ~~misuse~~services ofthat ~~personal~~we ~~information.~~provide, ~~Congress~~and ~~also~~these ~~has~~laws ~~considered~~and ~~creating~~regulations amay ~~private~~be ~~civil~~applied ~~cause of action that would allow an injured party~~ to ~~recover~~our ~~damages~~solutions ~~sustained~~in asways athat ~~result~~we ofdo anot ~~violation of these proposed restrictions~~anticipate. ~~Furthermore~~The ACA, aefforts ~~number~~to ofrepeal ~~states~~or ~~have~~materially ~~considered~~change ~~prohibitions~~the orACA, ~~limitations~~and onother ~~the~~federal ~~disclosure~~and ofstate ~~personal~~efforts ~~information~~ to ~~individuals~~reform or ~~entities~~revise ~~located~~aspects ~~outside~~ of the ~~U.S.~~healthcare Ifindustry ~~this~~or ~~type~~to ofrevise ~~legislation~~or iscreate ~~enacted,~~additional ~~our ability~~legal toor ~~utilize~~regulatory ~~offshore~~requirements ~~resources~~could ~~may~~impact beour ~~impeded~~operations, ~~and~~the weuse ~~may~~of beour ~~subject~~solutions toand ~~sanctions~~our ~~for~~ability ~~failure~~ to ~~comply~~market ~~with the~~ new ~~mandates of the legislation. In addition~~solutions, ~~the~~or ~~enactment of such legislation~~ could ~~result~~create inunexpected ~~such~~liabilities ~~work~~for ~~being performed at a lower margin of profitability, or even at a loss~~us.

42We also may be impacted by non-healthcare laws, industry standards and other requirements. For example, laws, regulations and industry standards regulating the banking and financial services industry may impact our operations as a result of the payment and remittance services we offer directly or through vendors. Additionally, laws and regulations governing how we communicate with our customers and our customers’ patients may impact our operations and, if not followed, would result in fines, penalties and other liabilities and adverse publicity and injury to our reputation.

~~Table~~We are unable to predict what changes to laws, regulations and other requirements, including related contractual obligations, might be made in the future or how those changes could affect our business or the costs of ~~Contents~~compliance.

InWe ~~addition~~have attempted to structure our operations to comply with laws, ~~CMS~~regulations ~~requires~~and ~~that~~other ~~some~~requirements ofapplicable to us directly and to our customers and contractors, ~~including~~but ~~Medicare~~there ~~Advantage (“MA”)~~can ~~organizations~~be ~~and~~no ~~Medicare~~assurance ~~Part~~that Dour ~~prescription~~operations ~~drug~~will ~~plans~~not ~~and~~be ~~their~~challenged ~~subcontractors~~or impacted by enforcement initiatives. We have been, ~~submit~~and ~~certain~~in ~~information~~the ~~regarding~~future ~~their~~may ~~offshore~~become, ~~subcontractors~~involved in governmental investigations, audits, reviews and ~~attest~~assessments. ~~that~~Certain ~~measures~~of our businesses have been ~~taken~~reviewed toor ~~mitigate~~are ~~risk~~currently ~~associated~~under ~~with~~review, ~~sharing personal~~including ~~information~~for compliance with ~~such~~various ~~offshore~~legal, ~~subcontractors~~regulatory or other requirements. AsAny adetermination ~~result,~~by wea ~~may~~court beor ~~required~~agency tothat ~~submit~~our ~~information~~solutions violate, or ancause ~~attestation~~our ~~and~~customers ~~may~~to beviolate, ~~impacted~~applicable bylaws, ~~our~~regulations ~~customer’s~~or ~~failure~~other torequirements ~~submit~~could ~~accurate~~subject ~~and~~us ~~complete~~or ~~information~~our customers to civil or ~~attestations~~criminal penalties. ~~Further, as~~Such a ~~result~~determination ofalso ~~concerns~~could ~~regarding~~require ~~the~~us ~~possible~~to ~~misuse~~modify or terminate portions of ~~personal~~our ~~information~~business, ~~some~~disqualify ofus ~~our~~from serving customers ~~have~~that ~~contractually~~do ~~limited~~business with government entities or ~~may~~cause ~~seek~~us to ~~limit~~refund ~~our~~some ~~ability~~or toall ~~use~~of our ~~offshore~~service ~~resources~~fees ~~which~~or ~~may~~otherwise ~~increase~~compensate our ~~costs~~customers. ~~Use~~In ofaddition, ~~offshore~~failure ~~resources may~~to ~~increase~~satisfy ~~our~~laws, ~~risk~~regulations ofor ~~violating~~other ~~our~~requirements ~~contractual~~could ~~obligations~~adversely toaffect demand for our ~~customers~~solutions and could force us to ~~protect~~expend ~~the~~significant ~~privacy~~capital, research and ~~security~~development ofand ~~personal~~other ~~information,~~resources ~~which~~to ~~could~~address ~~adversely~~the ~~impact~~failure. ~~our~~Even ~~reputation~~an ~~and~~unsuccessful ~~our~~challenge ~~business.~~by Inregulatory ~~addition,~~and ~~depending~~other onauthorities ~~the~~or ~~location~~private ~~of contractors~~whistleblowers could be expensive and ~~employees~~time-consuming, ~~accessing~~could ~~personal~~result ~~information~~in ~~outside~~loss of ~~the U.S.~~business, weexposure ~~may~~to ~~have~~adverse ~~additional~~publicity ~~compliance~~and ~~obligations~~injury ~~under~~to ~~non-U.S.~~our ~~laws~~reputation ~~applicable~~and could adversely affect our ability to ~~accessing,~~retain ~~using,~~and orattract ~~otherwise~~customers. ~~processing~~Laws, ~~personal information~~regulations and ~~transmitting~~other ~~that~~requirements ~~information~~impacting ~~back~~our tooperations include the ~~U.S.~~following:

~~Risks~~HIPAA. If ~~Related~~we are unable to ~~Intellectual~~properly ~~Property~~protect the privacy and security of protected health information entrusted to us, we could be found to have breached our contracts with our customers and be subject to investigation by the U.S. Department of Health and Human Services (“HHS”) Office for Civil Rights (“OCR”). In the event OCR finds that we have failed to comply with applicable HIPAA privacy and security standards, we could face civil and criminal penalties. In addition, OCR performs compliance audits of Covered Entities and Business Associates in order to proactively enforce the HIPAA privacy and security standards. 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. 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. Although we have implemented and maintained policies, processes and a compliance program infrastructure (e.g., a Privacy Office) to assist us in complying with these laws and regulations and our contractual obligations, we cannot provide assurance regarding how these laws and regulations will be interpreted, enforced or applied to our operations. In addition to the risks associated with enforcement activities and potential contractual liabilities, our ongoing efforts to comply with evolving laws and regulations at the federal and state levels also might require us to make costly system purchases and/or modifications or otherwise divert significant resources to HIPAA

~~The protection of our intellectual property requires substantial resources and protections of our proprietary rights may not be adequate.~~ 38

Wecompliance ~~rely~~initiatives onfrom atime ~~combination of trade secret, copyright and trademark laws, patents, license agreements, confidentiality procedures, nondisclosure agreements and technical measures designed~~ to ~~protect the intellectual property used in our business~~time. The steps we have taken to protect and enforce our proprietary rights and intellectual property may not be adequate. For instance, we may not be able to secure trademark or service mark registrations for marks in the U.S. or in foreign countries or take similar steps to secure patents for our proprietary processes, methods and technologies. Even if we are successful in obtaining patent and/or trademark registrations, these registrations may be opposed or invalidated by a third party. In addition, our agreements with employees, consultants and others who develop intellectual property for or on behalf of us could be breached and could result in our trade secrets and confidential information being publicly disclosed. We may not have adequate remedies for any such breach. Third parties also may infringe upon or misappropriate our copyrights, trademarks, service marks, patents and other intellectual property rights. If we believe a third party has misappropriated our intellectual property, litigation may be necessary to enforce and protect those rights, which would divert management resources, would be expensive and may not effectively protect our intellectual property. Even if we establish infringement, a court may decide not to grant an injunction against further infringing activity and instead award only monetary damages, which may or may not be an adequate remedy. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during litigation. There could also be public announcements regarding the results of hearings, motions or other interim proceedings or developments. If analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of shares of our common stock. Moreover, there is no assurance that we will have sufficient financial or other resources to file and pursue such infringement claims, which typically last for years before they are concluded. Even if we ultimately prevail in such claims, the monetary cost of such litigation and the diversion of the attention of our management and scientific personnel could outweigh any benefit we receive as a result of the proceedings. As a result, if we fail to maintain adequate intellectual property protection or if a third party infringes or misappropriates our intellectual property, it may have a material adverse impact on our business, results of operations or financial condition.

~~Our~~HIPAA ~~currently~~and ~~pending~~its orimplementing ~~future~~regulations ~~patent~~mandate ~~applications~~format ~~may~~and ~~not~~data ~~result~~content instandards ~~issued~~and ~~patents,~~provider oridentifier standards (known as the National Provider Identifier) that must be ~~approved~~used onin acertain ~~timely~~electronic ~~basis~~transactions, ifsuch atas ~~all~~claims, payment advice and eligibility inquiries. ~~Similarly, any~~HHS ~~term~~has ~~extensions~~established standards that wehealth ~~seek~~plans ~~may~~must ~~not~~use befor ~~approved~~electronic onfund atransfers ~~timely~~with ~~basis~~providers, ifhas atestablished ~~all.~~operating Inrules ~~addition~~for certain transactions, ~~our~~and ~~issued~~is ~~patents,~~in orthe ~~any~~process ~~patents~~of ~~that~~establishing ~~may~~operating ~~issue~~rules to promote uniformity in the ~~future,~~implementation ~~may~~of ~~not~~the ~~contain~~remaining ~~claims~~types ~~sufficiently~~of ~~broad~~covered totransactions. ~~protect~~The usACA ~~against~~also ~~third~~requires ~~parties~~HHS ~~with similar~~to ~~technologies~~establish orstandards ~~products~~for orhealth ~~provide~~claims usattachment ~~with~~transactions. ~~any~~HHS ~~competitive~~has ~~advantage,~~modified ~~including~~the ~~exclusivity~~standards infor aelectronic ~~particular~~healthcare ~~product~~transactions ~~area~~(e.g., ~~The~~eligibility, ~~validity~~claims submission and ~~scope~~payment ofand ~~our~~electronic ~~patent~~remittance) ~~claims~~from ~~also~~Version ~~may~~4010/4010A ~~vary~~to ~~between~~Version ~~countries~~5010. Further, as ~~individual~~of ~~countries~~2015, ~~have~~HHS ~~their~~requires ~~own patent~~the ~~laws~~use of updated standard code sets for diagnoses and procedures known as the ICD-10 code sets. ~~The~~Enforcement ~~validity,~~of ~~enforceability,~~compliance with these standards falls under HHS and is carried out by CMS.

43In the event new requirements are imposed, we will be required to modify our systems and processes to accommodate these changes. We seek to modify our systems and processes as needed to prepare for and implement changes to the transaction standards, code sets operating rules and identifier requirements; however, we may not be successful in responding to these changes, and any responsive changes we make to our systems and processes may result in errors or otherwise negatively impact our service levels. In addition, the compliance dates for new or modified transaction standards, operating rules and identifiers may overlap, which may further burden our resources.

~~Table~~We also may experience complications related to supporting customers that are not fully compliant with the revised requirements as of ~~Contents~~the applicable compliance or enforcement date. Some payers and healthcare clearinghouses may interpret HIPAA transaction requirements differently than we do or may require us to use legacy formats or include legacy identifiers as they transition to full compliance with the revised requirements. For example, we continue to process transactions using legacy identifiers for non-Medicare claims that are sent to us to the extent that the intended recipients have not instructed us to suppress those legacy identifiers. Where payers or healthcare clearinghouses require conformity with their interpretations or require us to accommodate legacy transactions or identifiers as a condition of successful transactions, we seek to comply with their requirements. We continue to work with payers, providers, practice management system vendors and other healthcare industry constituents to implement the transaction standards and identifier standards. However, we cannot provide assurances regarding how CMS will enforce the transaction and identifier standards or how CMS will view our practice of accommodating requests to process transactions that include legacy formats or identifiers for non-Medicare claims. It is possible that we, or our customers, could be subject to enforcement actions as a result of these accommodations. Any regulatory change, clarification or enforcement action by CMS that prohibits the processing by healthcare clearinghouses or private payers of transactions containing legacy formats or identifiers could have a material adverse impact on our business, results of operations or financial condition.

~~scope~~Other Privacy and ~~effective~~Security ~~term~~Requirements. There ofalso ~~patents~~are ~~can~~numerous beU.S. ~~highly~~federal, ~~uncertain~~state and ~~often~~international ~~involve~~privacy ~~complex~~and ~~legal~~security ~~and~~laws ~~factual~~that ~~questions~~govern the collection, dissemination, use, access, retention, protection, transfer and ~~proceedings~~confidentiality ~~that~~of ~~vary~~personal ~~based~~information. For example, GDPR, which became effective on May 25, 2018, is more stringent than laws and regulations governing personal information in the ~~local~~U.S. ~~law~~Certain of our solutions involve the ~~relevant~~transmission ~~jurisdiction. Our~~and ~~ability~~storage toof ~~enforce~~customer ~~our~~data ~~patents~~in ~~also~~various ~~depends~~jurisdictions, onwhich subjects the ~~laws~~operation of ~~individual~~that ~~countries~~service to privacy or data protection laws and ~~each~~regulations ~~country’s~~in ~~practice~~those jurisdictions. While we believe our solutions comply with ~~respect~~current regulatory and security requirements, there can be no assurance that such requirements will not change or that we will not otherwise be subject to ~~enforcement~~legal or regulatory actions. GDPR also imposes strict rules on the transfer of ~~intellectual~~personal ~~property~~data ~~rights~~to countries outside the EEA, including the U.S. ~~Patent~~On ~~protection~~July ~~must~~16, be2020, ~~obtained~~the onCourt of Justice of the EU struck down a ~~jurisdiction-by-jurisdiction~~ ~~basis,~~frequently ~~and~~used wepermitted ~~only~~personal ~~pursue~~data ~~patent~~transfer ~~protection~~mechanism inbetween ~~countries~~the ~~where~~EU weand ~~think~~the itU.S., ~~makes~~leading ~~commercial~~to ~~sense~~uncertainty about the legal basis for other transfers of personal data to the ~~given~~U.S. ~~product~~from the EU. InWe ~~addition,~~and ifmany ~~we are~~other ~~unable~~companies may need to ~~maintain~~implement ~~our~~different ~~existing~~or ~~license~~additional ~~agreements~~measures (such as the recently revised standard contractual clauses) to establish or ~~other~~maintain ~~agreements~~legitimate ~~pursuant~~means for the transfer and receipt of personal data from the EEA and the U.K. to ~~which~~the ~~third~~U.S., ~~parties~~and ~~grant~~we usmay, ~~rights~~in addition to ~~intellectual~~other ~~property~~impacts, ~~including~~experience ~~because~~additional ~~such~~costs ~~agreements~~associated ~~terminate~~with increased compliance burdens, ~~our~~and ~~financial~~we ~~condition~~face the potential for regulators to apply different standards to the transfer of personal data from the EU and ~~results~~the U.K. to the U.S., and to block, or require ad hoc verification of ~~operations~~measures ~~could be~~taken ~~materially~~with ~~adversely~~respect ~~affected~~to, certain data flows from the EEA and the U.K. to the U.S.

~~Patent~~Data ~~law~~protection ~~reform~~legislation inis ~~the U.S. and other countries may~~ also ~~weaken~~becoming ~~our~~increasingly ~~ability~~common toin ~~enforce~~the ~~our~~United ~~patent rights,~~States orat ~~make~~both ~~such~~the ~~enforcement~~federal ~~financially~~and ~~unattractive~~state level. For ~~instance~~example, inthe ~~September~~State ~~2011,~~of ~~the~~California ~~U.S.~~ enacted the ~~America~~California ~~Invents~~Consumer Privacy Act of 2018 (the “CCPA”), which ~~permits~~became ~~enhanced~~effective ~~third-party~~on ~~actions~~January ~~for~~1, ~~challenging~~2020. ~~patents~~The ~~and~~CCPA ~~implements~~requires ~~a first-to-invent~~companies ~~system.~~that ~~These~~process ~~reforms~~information ~~could~~of ~~result~~California inresidents ~~increased~~to ~~costs~~make disclosures to ~~protect~~consumers ~~our~~about ~~intellectual~~their ~~property~~data orcollection, ~~limit~~use ~~our~~and ~~ability~~sharing practices, allows consumers to ~~obtain~~opt out of certain data sharing with third parties and ~~maintain~~provides ~~patent~~a ~~protection for~~new ~~our~~cause ~~products~~of inaction ~~these~~for ~~jurisdictions~~data breaches. Additionally, ~~certain~~effective ~~foreign~~starting ~~governments~~January ~~have~~1, ~~indicated~~2023, ~~that~~the ~~compulsory~~California ~~licenses~~Privacy toRights ~~patents~~Act ~~may~~(the be“CPRA”) ~~granted~~will inrevise and significantly expand the ~~case~~scope of ~~national~~the ~~emergencies~~CCPA. The CPRA also creates a new California data protection agency authorized to implement and enforce the CCPA and the CPRA, which could ~~diminish~~result orin ~~eliminate~~increased ~~sales~~privacy and ~~profits~~information ~~from~~security ~~those regions~~enforcement. Other U.S. states have considered and/or ~~materially~~enacted ~~adversely~~similar ~~affect~~privacy ~~our~~laws, ~~financial~~including ~~condition~~Virginia, Colorado and ~~results~~Utah, ofwhich ~~operations.~~passed new consumer privacy laws in 2021 and 2022 that take effect in 2023.

~~Our~~These ~~trademarks,~~laws ~~logos,~~ and ~~brands~~regulations ~~may~~are ~~provide us~~rapidly ~~with~~evolving ~~a competitive advantage in the market as they may be known or trusted by consumers. In order to maintain the value of such brands, we must be able to enforce~~ and ~~defend our trademarks. We have pursued and will pursue the registration of trademarks~~changing, ~~logos~~ and ~~service~~could marks in the U.S. and internationally; however, enforcing rights against those who knowingly or unknowingly dilute or infringe our brands can be difficult. Effective trademark, service mark, trade dress or related protections may not be available in every country in which our solutions are available. Enforcement is especially difficult in first-to-file countries where ‘‘trademark squatters’’ can prevent us from obtaining adequate protections for our brands. There can be no assurance that the steps we have ~~taken~~an ~~and~~adverse ~~will~~impact ~~take~~on ~~to protect~~ our proprietary rights in our brands and trademarks will be adequate or that third parties will not infringe, dilute or misappropriate our brands, trademarks, trade dress or other similar proprietary rightsoperations. These

Many of our products are based on or incorporate proprietary information. We actively seek to protect our proprietary information, including our trade secrets and proprietary know-how, by generally requiring our employees, consultants, other advisors and other third parties to execute proprietary information and confidentiality agreements upon the commencement of their employment, engagement or other relationship. Despite these efforts and precautions, we may be unable to prevent a third party from copying or otherwise obtaining and using our trade secrets or our other intellectual property without authorization and legal remedies may not adequately compensate us for the damages caused by such unauthorized use. 39

Inlaws ~~addition, there~~and ~~can~~regulations are subject to uncertainty in how they may be nointerpreted ~~assurance~~and ~~that~~enforced by government authorities and regulators. The costs of compliance with, and the other burdens imposed by, these and other laws or regulatory actions may increase our ~~competitors~~operational ~~will~~costs, ~~not~~prevent ~~independently~~us from providing our solutions, and/or impact our ability to invest in or jointly develop ~~products~~our solutions. We also may face audits or ~~services~~investigations by one or more domestic or foreign government agencies relating to our compliance with these laws and regulations. An adverse outcome under any such investigation or audit could result in fines, penalties, other liability, or could result in adverse publicity or a loss of reputation, and adversely affect our business. Any failure or perceived failure by us or by our solutions to comply with these laws and regulations may subject us to legal or regulatory actions, damage our reputation or adversely affect our ability to provide our solutions in the jurisdiction that has enacted the applicable law or regulation. Moreover, if these laws and regulations change, or are ~~equivalent~~interpreted and applied in a manner that is inconsistent with our policies and processes or ~~superior~~the operation of our solutions, we may need to expend resources in order to change our business operations, policies and processes or the manner in which we provide our solutions. This could adversely affect our business, financial condition and results of operations.

WeAnti-Kickback and Anti-Referral Laws. A number of federal and state laws govern patient referrals, financial relationships with physicians and other referral sources and inducements to providers and patients, including restrictions contained in amendments to the Social Security Act, commonly known as the AKS. The AKS contains a limited number of exceptions, and the OIG of HHS has created regulatory safe harbors to the AKS. Activities that comply with a safe harbor are deemed protected from prosecution under the AKS. Our contracts and other arrangements may not bemeet ~~able~~an exception or a safe harbor. Additionally, many states have similar anti-kickback laws that are not necessarily limited to ~~protect~~items ~~our~~or ~~intellectual~~services ~~property~~for ~~rights~~which ~~throughout~~payment is made by a federal healthcare program. In addition, federal laws restricting certain physician self-referrals (also known as “Stark Law”), as well as state counterparts, may prohibit payment for patient referrals, patient brokering, remuneration of patients, or billing based on referrals between individuals or entities that have various financial, ownership, or other business relationships with physicians or other healthcare providers. To the ~~world~~extent we undertake billing and coding for designated health services, such activities may result in allegations that we have processed or forwarded improper claims.

~~Third~~The ~~parties~~laws ~~may~~and ~~attempt~~regulations toin ~~commercialize~~this ~~competitive~~area ~~products~~are orboth ~~services~~broad and vague and judicial interpretation can be inconsistent. We review our practices with regulatory experts in ~~foreign~~an ~~countries~~effort ~~where~~to comply with all applicable laws and regulatory requirements. However, we doare unable to predict how laws and regulations will be interpreted or the full extent of their application, particularly to services that are not ~~have~~directly billed to or reimbursed by federal healthcare programs, such as transaction processing services. Any determination by a federal or state regulatory authority that any ~~patents~~of our activities or ~~patent applications~~those of our customers or vendors violate any of these laws or regulations could: (i) subject us to civil or criminal penalties, (ii) require us to enter into corporate integrity agreements or similar agreements with government regulators to meet ongoing compliance obligations, (iii) require us to change or terminate some portions of our business, (iv) require us to refund a portion of our service fees, and/or ~~where~~(v) ~~legal~~disqualify ~~recourse~~us ~~may~~from beproviding ~~limited~~services to customers that are, or do business with, government programs. ~~This~~These ~~may~~activities ~~have~~could result in a ~~significant~~material ~~commercial~~adverse impact on our ~~foreign~~ business, results of operations or financial condition. Even an unsuccessful challenge of our activities could result in adverse publicity and could require a costly response.

~~Filing~~False or Fraudulent Claim Laws; Medical Billing and Coding. Medical billing, ~~prosecuting~~coding and ~~defending~~collection ~~patents~~activities onare ~~our~~governed ~~solutions~~by innumerous ~~all~~federal ~~countries~~and ~~throughout~~state ~~the~~civil ~~world~~and ~~would~~criminal laws, regulations and sub-regulatory guidance. We may be ~~prohibitively~~subject ~~expensive~~to, or contractually required to comply with, numerous federal and ~~our intellectual~~state ~~property~~laws ~~rights~~that inprohibit ~~some~~false ~~countries~~or ~~outside~~fraudulent claims including but not limited to the UFCA, the CMP and state equivalents.S. ~~may~~For beexample, ~~less~~errors ~~extensive~~or ~~than~~the ~~those~~unintended inconsequences of data manipulations by us or our systems with respect to the ~~U.S.~~entry, ~~The~~formatting, ~~requirements~~preparation ~~for~~or ~~patentability~~transmission of claims, coding, audit, eligibility and other information, may ~~differ~~result in ~~certain~~allegations ~~countries,~~of ~~particularly~~false ~~developing~~or ~~countries~~fraudulent claims. ~~For~~False ~~example~~or fraudulent claims under the FCA and other laws include, ~~Europe~~but ~~has~~are not limited to, billing for services not rendered, making or causing to be made or used a ~~heightened requirement~~false record or statement that is material to a false claim, failing to refund known overpayments, misrepresenting actual services rendered, improper coding and billing for ~~patentability~~medically ofunnecessary ~~software~~items ~~inventions~~or services. ~~Thus~~Some of these laws, ~~even~~including inCMP, ~~countries~~require ~~where~~a welower doburden ~~pursue~~of ~~patent~~proof ~~protection~~than other fraud, ~~there~~waste ~~can~~and beabuse nolaws. ~~assurance~~Federal ~~that~~and ~~any~~state ~~patents~~authorities ~~will~~increasingly ~~issue~~assert ~~with~~liability ~~claims~~under ~~that~~CMP, ~~cover~~especially ~~our~~where ~~solutions~~they believe they cannot meet the higher burden of proof requirements under the various criminal healthcare fraud provisions. InCurrent ~~addition~~penalties under CMP are significant, up to $100,000 per prohibited kickback and assessments of up to three times the ~~laws~~amount claimed or received. Further, violations of ~~some~~the ~~foreign countries~~FCA doare ~~not~~punishable ~~protect~~by treble damages and penalties of up to $23,607 per false claim, and whistleblowers may receive a share of amounts recovered. Civil monetary penalties, including those imposed under the AKS and the FCA, are updated annually based on changes to the consumer price index.

44In addition, the FCA prohibits the knowing submission of false claims or statements to the federal government, including to Medicare and Medicaid programs. The FCA also contains whistleblower provisions which allow private individuals to sue on behalf of the federal government alleging that the defendant has defrauded the federal government. Although simple negligence will not give rise to liability under the FCA, “knowingly” is defined broadly by the FCA and submitting a claim with reckless disregard to its truth or falsity can constitute “knowingly” submitting a false claim and may result in liability. Several states, including states in which we operate, have adopted their own false claims provisions and their own whistleblower provisions whereby a private individual may file a civil lawsuit in state court. Civil penalties also may be imposed for the failure to report and return an overpayment made by the federal government within 60 days of identifying the overpayment and also may result in liability under the FCA. The FCA provides

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~~intellectual~~that ~~property~~submission ~~rights~~of toa ~~the~~claim ~~same~~for ~~extent~~an asitem ~~laws~~or service generated in violation of the UAKS constitutes a false or fraudulent claim under the FCA.S. ~~Consequently~~Whistleblowers and federal authorities have taken the position, weand ~~may~~some ~~not~~courts behave ~~able~~held, tothat ~~prevent~~providers ~~third~~who ~~parties~~allegedly ~~from~~violated ~~practicing~~other ~~our~~statutes, ~~inventions~~such inas ~~all~~Stark ~~countries~~Law, ~~outside~~have thereby submitted false claims under the UFCA.~~S. Competitors~~ ~~may~~Although ~~use~~we believe our ~~technologies~~processes inare ~~jurisdictions~~consistent ~~where~~with weapplicable ~~have~~reimbursement ~~not~~rules ~~obtained~~and ~~patent~~industry ~~protection~~practice, toa ~~develop~~court, ~~their~~government ~~own~~authority ~~products~~or ~~and~~whistleblower ~~services~~could ~~and~~challenge ~~further~~these processes. In addition, ~~may~~we ~~export~~cannot ~~otherwise~~guarantee ~~infringing~~that ~~products~~federal and ~~services~~state toauthorities ~~territories~~will ~~where~~regard any billing and coding errors we ~~have~~process ~~patent protection~~or make as inadvertent or will not hold us responsible for any compliance issues related to claims, ~~but~~reports ~~enforcement~~and other information we handle on ~~infringing~~behalf ~~activities~~of isproviders ~~inadequate~~and payers. ~~These~~We ~~products~~cannot orpredict ~~services~~the ~~may~~impact ~~compete~~of ~~with~~any ~~our~~enforcement ~~products~~actions orunder ~~services~~the various false claims and fraud, waste and ~~our~~abuse ~~patents~~laws orapplicable ~~other~~to ~~intellectual~~our ~~property~~operations. ~~rights~~Even ~~may~~an ~~not~~unsuccessful bechallenge ~~effective~~of orour ~~sufficient~~practices could cause us to ~~prevent~~incur ~~them~~adverse ~~from competing~~publicity and significant legal and related costs.

~~Many~~Exclusion ~~companies~~from ~~have~~participation ~~encountered significant problems~~ in ~~protecting~~government ~~and~~healthcare ~~defending~~programs. ~~intellectual~~We ~~property~~are ~~rights~~also insubject ~~foreign jurisdictions.~~to ~~The~~the ~~legal~~exclusion ~~systems~~rules of ~~certain~~the ~~countries,~~OIG ~~particularly~~whereby ~~certain~~OIG ~~developing~~may ~~countries,~~or domust ~~not~~exclude ~~favor~~individuals ~~the enforcement of patents~~ and ~~other~~entities ~~intellectual~~convicted ~~property protection, which could make it difficult for us to stop the infringement~~ of ~~our~~ ~~patents~~program-related orcrimes ~~marketing~~from ofparticipation ~~competing products~~ in ~~violation~~the ofMedicare ~~our~~and ~~proprietary~~Medicaid ~~rights generally~~programs. While ~~Proceedings~~we toregularly ~~enforce~~screen ~~our~~for ~~patent~~excluded ~~rights~~individuals inas ~~foreign~~part ~~jurisdictions could result in substantial costs and divert our efforts and attention from other aspects~~ of our ~~business,~~initial ~~could~~hiring ~~put~~and ~~our~~continued ~~patents~~employment atas ~~risk~~well ofas ~~being~~excluded ~~invalidated~~individuals ~~or interpreted narrowly~~ and ~~our~~entities ~~patent~~as ~~applications~~part ~~at risk~~ of ~~not~~our ~~issuing~~contractor practices, ~~and~~we ~~could provoke third parties to assert claims against us. We~~ may not ~~prevail~~always inidentify ~~any~~all ~~lawsuits that~~excluded weindividuals ~~initiate,~~ and ~~the damages or other remedies awarded, if any, may not be commercially meaningful~~entities. InIf ~~addition,~~we ~~certain~~were ~~countries~~found ~~in Europe and certain developing countries, including India and China, have compulsory licensing laws under which a patent owner may be compelled~~ to ~~grant licenses to third parties. In those countries, we may~~ have ~~limited~~employed ~~remedies~~or ifcontracted ~~our~~with ~~patents~~an ~~are~~excluded ~~infringed~~individual or ifentity, we ~~are~~could ~~compelled~~face tosignificant ~~grant~~consequences asuch ~~license~~as toexclusion ~~our~~from ~~patents~~participation toin afederal ~~third~~healthcare ~~party~~programs, ~~which~~CMPs, ~~could~~and ~~materially diminish~~treble ~~the value of those patents~~damages. We ~~This~~ could ~~limit~~also ~~our~~have ~~potential~~liability ~~revenue opportunities. Accordingly, our efforts~~ to ~~enforce~~individual ~~our~~customers ~~intellectual~~pursuant ~~property rights around the world may be inadequate~~ to ~~obtain~~those acustomer ~~significant commercial advantage from the intellectual property that we own or license~~contracts. ~~Finally, our ability to protect and enforce our intellectual property rights may be adversely affected by unforeseen changes in foreign intellectual property laws.~~

~~Third~~FDA ~~parties~~and International Regulation of Medical Software. Certain of our products are classified as medical devices and are subject to regulation by the FDA and numerous other federal, state and foreign governmental authorities. If the FDA chooses to regulate more of our solutions as medical devices, or subsequently changes or reverses its guidance regarding not enforcing certain regulatory controls, we may ~~claim~~be ~~that~~obligated to comply with extensive requirements. Any additional FDA regulations governing healthcare software products may increase the cost and time-to-market of new or existing solutions or may prevent us from marketing our solutions. If we fail to maintain or obtain regulatory approvals and clearances, or experience significant delays in obtaining, FDA clearances or approvals for our ~~distributors~~future products or ~~licensors~~product enhancements, our ability to commercially distribute and market these products could suffer. Modifications to our medical device products may require new regulatory approvals or clearances, or require us to recall or cease marketing the modified devices until these clearances or approvals are ~~infringing~~obtained. ~~their~~Once ~~intellectual~~a ~~property~~device is on the market, we must comply with numerous additional regulations which may require us to file adverse event reports and recalls as well as manufacture the software in accordance with a quality management system. Compliance with applicable regulatory requirements is subject to continual review and is monitored through periodic inspections by the FDA. In addition, we must comply with requirements and restrictions related to advertising, marketing and promotion of FDA-approved medical devices, as well as more stringent requirements applicable to medical devices that are pending FDA approval. If we fail to comply with regulatory requirements in the U.S. or experience delays in obtaining necessary regulatory approvals or clearances, this could ~~suffer~~delay ~~significant~~production ~~litigation~~ of our medical device products and lead to fines, difficulties in obtaining regulatory approvals or ~~licensing~~clearances, ~~expenses~~recalls, enforcement actions, including injunctive relief or beconsent ~~prevented~~decrees, ~~from~~or ~~selling~~other ~~certain~~consequences, ~~solutions~~which could, in turn, have an adverse effect on our financial condition or results of operations.

We orForeign ~~our~~governmental ~~distributors~~authorities ~~and licensors could be subject to claims~~ that weregulate ~~are~~the ~~misappropriating~~manufacture orand ~~infringing~~sale ~~intellectual property (including patents, trademarks, trade dress, copyrights, trade secrets, domain names) or other proprietary rights~~ of ~~others.~~medical Wedevices ~~may~~have become ~~subject~~increasingly tostringent ~~preliminary or provisional rulings in the course of any such litigation~~and, ~~including~~where ~~potential~~we ~~preliminary~~sell ~~injunctions~~our ~~requiring~~medical usdevice tosolutions ~~cease some or all of our operations. Similarly~~internationally, ~~if any litigation to which~~ we are ~~a party is resolved adversely, we may be~~ subject to ~~an unfavorable~~international ~~judgment~~regulation ~~that~~regarding ~~may~~these ~~not~~medical bedevice ~~reversed upon appeal~~solutions. These ~~claims,~~international ~~even~~regulations ~~if not meritorious,~~ could because expensive to defend and divert management’s attention from our operations and even if we believe it does not infringe a validly existing third-party right we may choose to license such rights. If we or our distributors or licensors become liable to third parties for infringing these rights, we could be required to pay a substantial damage award, including treble damages in some cases, and to develop non-infringing technology, obtain a license, which may not be available on commercially reasonable terms, or stop activities or services that use or contain the infringing intellectual property, which could include a recall or cessation of sales in the future. We may also decide to settle such matters on terms that are unfavorable to us. ~~We may be unable~~ to ~~develop~~incur ~~non-infringing~~increased ~~solutions or~~costs ~~obtain~~as ~~a license on commercially reasonable terms, or at all. We also may be required to indemnify our customers if~~ they ~~become~~impose ~~subject~~increased tocompliance ~~third party claims relating to intellectual property that we license or otherwise provide to them, which could be costly~~obligations.

~~The~~Interoperability ~~intellectual~~Requirements. ~~property~~There ~~positions~~is ofincreasing ~~pharmaceutical~~demand among customers, patients, industry groups and ~~health~~government authorities that healthcare IT ~~services~~products ~~frequently~~provided ~~involve~~by ~~complex~~various ~~legal~~vendors be compatible with each other and ~~factual~~ ~~questions~~allow for the efficient exchange of electronic information. ~~For~~Standards ~~example~~regarding electronic exchange of information and interoperability are subject to regular revision and updates, ~~while~~and we ~~generally~~need ~~enter~~to ~~into~~modify ~~proprietary~~and ~~information~~enhance ~~agreements~~products ~~with~~and ~~our~~services ~~employees~~accordingly. In March 2020, the ONC and ~~third~~CMS ~~parties~~released ~~which~~final ~~assign~~regulations ~~intellectual~~concerning ~~property~~interoperability ~~rights~~and toinformation usblocking. The final ONC rules address, ~~these~~among ~~agreements~~other ~~may~~things, the kinds of industry behaviors that do and do not beconstitute ~~honored~~information blocking under the Cures Act and includes new criteria involving exporting electronic health information and standardized APIs for patient services. Health IT developers, exchanges, or ~~may~~networks ~~not~~that ~~effectively~~do ~~assign intellectual~~engage ~~property~~in ~~rights~~such information blocking by knowingly adopting practices that are likely to usinterfere ~~under~~with, prevent, or materially discourage the ~~local~~access, ~~laws~~exchange, or use of ~~some~~electronic ~~countries~~health orinformation, ~~jurisdictions~~may be subject to civil monetary penalties of up to $1 million per violation. WeThe ~~cannot~~final beCMS ~~certain~~rule, ~~that~~among other things, effectively mandates interoperability as a ~~competitor~~condition orfor ~~other~~participating ~~third~~in ~~party~~Medicare. ~~does~~These new rules are not ~~have~~currently orapplicable ~~will~~to ~~not~~us, ~~obtain~~but ~~rights~~they may be modified to ~~intellectual~~become ~~property~~applicable ~~that~~to us later. Also, customers may ~~prevent~~insist that we develop solutions that would subject us ~~from manufacturing~~to the information blocking rules, and we would incur costs in developing orthose ~~marketing~~solutions and becoming compliant with the information blocking rules. We may also be required to have certain solutions certified by the ONC, which could further increase development costs and delay customer sales and implementations. We also may incur costs in periods prior to the corresponding recognition of ~~our~~revenue. ~~products~~To the extent current regulations are subsequently changed or supplemented, customers may postpone or cancel their decisions to purchase or implement such solutions.

45Restrictions on Communications. Communications with our customers and our customers’ patients increasingly are scrutinized under laws and regulations governing communications. For example, the Telephone Consumer Protection Act (“TCPA”)

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~~regardless~~subjects us and our vendors to various rules regarding contacting our customers and our customers’ patients via telephone, fax or text message and may impact our operations. In the last few years, there has been a significant increase in class action lawsuits brought under the TCPA. This increase has been driven, in part, by more expansive interpretations of ~~whether~~the weactivity ~~believe~~subject ~~such~~to ~~intellectual~~regulation ~~property~~under ~~rights~~the TCPA by some courts and by the Federal Communications Commission (“FCC”), as well as by the significant statutory damages that are ~~valid~~potentially available to successful plaintiffs. Because our solutions need and ~~enforceable~~rely upon various messaging components to achieve successful outcomes for us and our customers, our ability to communicate with our customers and their patients may be affected by the TCPA, its implementing regulations and litigation pursuant to the TCPA. In addition, because of the scope and interpretation of the TCPA is continuing to evolve and develop, we inadvertently could fail to comply or be alleged to have failed to comply with the TCPA, and consequently be subject to significant statutory damages and negative publicity associated with class action litigation and/or costs associated with modifying our solutions and business strategies. Furthering the compliance challenges posed by the TCPA is the fact that the FCC and various courts, including the Supreme Court, continue to review dozens of petitions from parties in various industries that seek interpretation of the TCPA’s various regulations. To the extent the FCC issues an order, or the Supreme Court renders an opinion, that alters current understanding and accepted interpretation of the TCPA’s regulations, we ~~believe~~may be required to modify our solutions in ways that may make them less attractive to our customers and/or require us to alter our business strategies and incur increased costs. In addition, we ~~would~~also ~~otherwise~~may be ~~able~~subject to ~~develop~~claims aalleging ~~more~~failure ~~commercially~~to ~~successful~~comply ~~product~~with email and marketing regulations under the CAN-SPAM Act, ~~which~~and ~~may materially~~additional ~~adversely~~fax regulations under the Junk Fax Act and data privacy rules under the CCPA, as well as potentially under non-U.S. laws that regulate communications and messaging and that affect our operations, such as CASL, GDPR, and the EU’s e-Privacy Directive and implementing member state laws (and any subsequent changes to such laws). As laws and regulations, including FTC enforcement, rapidly evolve to govern the use of these platforms and devices, the failure by us, our employees or third parties acting at our direction to abide by applicable laws and regulations in the use of these platforms and devices could adversely impact our business, financial condition and results of operations or subject us to fines or other penalties.

~~Our~~Financial Services Related Laws, Regulations and Industry Standards. Financial services and electronic payment processing services are subject to numerous laws, regulations and industry standards. These laws may subject us, our vendors and our customers to liability as a result of our communication and payment solutions. ~~depend~~If we fail to comply with any applicable communication and payment rules or requirements, we may be subject to fines and changes in ~~part~~transaction fees and may lose our ability to process payment transactions or facilitate other types of billing and payment solutions. Moreover, onin ~~intellectual~~addition ~~property~~ to regulatory requirements related to electronic funds transfers, payment transactions processed using the Automated Clearing House Network are subject to network operating rules promulgated by the National Automated Clearing House Association, and ~~technology~~these ~~licensed~~rules ~~from~~may ~~third~~affect ~~parties~~our payment practices. Certain payment transactions may be subject to card association and network rules and standards. Failure to comply with such rules or standards could subject us to fines or penalties imposed by such card associations and networks. If any changes in such rules or standards increase the cost of doing business or limit our ability to provide our solutions, our business, results of operations or financial condition could suffer. Further, our communication and payment solutions may impact the ability of our payer customers to comply with state prompt payment laws. These laws require payers to pay healthcare claims meeting the statutory or regulatory definition of a “clean claim” within a specified time frame. Finally, as we expand our financial services offerings we may be subject to additional laws and regulations, including certain consumer protection laws such as the Fair Debt Collections Practices Act, the Fair Credit Reporting Act and various other state laws implicated by such financial services.

~~Much~~Foreign ofCorrupt ~~our~~Practices ~~business~~Act and ~~many~~Bribery ~~of our solutions rely on key technologies or content developed or licensed by third parties~~Laws. ~~For~~With ~~example, many of~~ our ~~software~~international ~~offerings are developed using software components or other intellectual property licensed from third parties~~businesses, ~~including~~we ~~both~~could ~~proprietary~~incur ~~and~~significant ~~open~~fines source licenses. These third-party software components may become obsolete, defective or incompatible with future versions of our solutions, or our relationship with the third-party licensor may deteriorate, or our contracts with the third-party licensor may expire or be terminated. In addition, like most other service providers in the healthcare industry, many of our products rely on proprietary healthcare codes, descriptive terms and ~~other content~~penalties, ~~such~~ as ~~Current~~well ~~Procedural Terminology codes (“CPT” codes), that third parties, such~~ as ~~the~~criminal American Medical Association (“AMA”) develop and license for the purpose of maintaining standard language and coding throughout the healthcare industry. Because CPT codes are licensed by the AMA on reasonable and non-discriminatory termsliability, ~~we anticipate the continued availability of such content; however,~~ if we ~~are~~fail ~~unable~~ to ~~maintain~~comply ~~an ongoing license for such content, certain of our products may become partially or entirely incompatible~~ with either the ~~healthcare~~anti-bribery ~~industry. We may also face legal~~ or ~~business~~accounting ~~disputes~~requirements ~~with licensors that may threaten or lead to the disruption~~ of ~~inbound licensing relationships. In order to remain in compliance with~~ the ~~terms~~ ~~of our licenses~~FCPA, ~~we must carefully monitor and manage our use of third-party software components, including both proprietary and open source license terms that may require the licensing~~ or ~~public~~similar ~~disclosure~~international ofbribery ~~our intellectual property without compensation or on undesirable terms~~laws. ~~Because~~Even ~~the~~an ~~availability~~unsuccessful ~~and~~challenge ~~cost~~ of ~~licenses from third parties depends upon the willingness of third parties to deal with us on the terms we request, there is a risk that third parties who license to~~ our ~~competitors~~ ~~either~~compliance ~~will refuse to license to us at all, or refuse to license to us on terms equally favorable to those granted to our competitors. Consequently, we may lose a competitive advantage~~ with ~~respect to~~ these ~~intellectual~~laws ~~property~~could ~~rights or~~cause ~~we may be required to enter into costly arrangements in order to terminate or limit these rights. Additionally, some of these licenses may not be available to~~ us ~~in the future on terms that are acceptable or that allow our solutions~~ to ~~remain competitive.~~incur ~~Our~~adverse ~~inability~~publicity ~~to obtain licenses or rights on favorable terms could have a material effect on our business, including our financial condition~~ and ~~results~~significant oflegal operations. In addition, it is possible that as a consequence of a merger or acquisition, third parties may obtain licenses to some of our intellectual property rights or our business may be subject to certain restrictions that were not in place prior to such transaction. Because the availability and ~~cost~~related of licenses from third parties depends upon the willingness of third parties to deal with us on the terms we request, there is a risk that third parties who license to our competitors either will refuse to license to us at all, or refuse to license to us on terms equally favorable to those granted to our competitorscosts. Consequently, we may lose a competitive advantage with respect to these intellectual property rights or we may be required to enter into costly arrangements in order to terminate or limit these rights.

~~Our~~Physician ~~use~~Payments Sunshine Act. As a medical device manufacturer, we must report to CMS payments or “transfers of ~~open~~value” ~~source~~made ~~technology~~to ~~could~~certain ~~impose~~healthcare ~~limitations~~providers onand ~~our~~treating ~~ability~~hospitals, including meals, travel reimbursement, consulting fees and research payments. The Sunshine Act authorizes significant civil monetary penalties for each payment or transfer of value not accurately or completely reported. Although we have processes in place to ~~commercialize~~track ~~our~~and ~~solutions~~timely report such financial relationships, we inadvertently may fail to track and report all such financial relationships and thus may be subject to penalties for such non-compliance. Various states have passed transparency and gift ban laws that require reporting or somehow limit the context in which transfers of value may be made by medical device manufacturers to various healthcare professionals. Violations of these state transparency or gift ban statutes may subject us to fines for each occurrence.

~~Our~~U.S. ~~solutions~~Postal ~~incorporate~~Service ~~open~~Laws ~~source~~and ~~software~~Regulations. ~~components~~Our ~~that~~communication ~~are~~and ~~licensed~~payment tosolutions usprovide ~~under~~mailing ~~various~~services ~~public~~primarily ~~domain~~delivered ~~licenses.~~by ~~Some~~the ~~open~~U.S. ~~source software~~Postal ~~licenses~~Service ~~require~~(“USPS” ~~users~~or ~~who~~the ~~distribute~~“Postal ~~open~~Service”). ~~source~~Postage ~~software~~is asthe ~~part~~most ofsignificant ~~their~~cost ~~software~~incurred toin ~~publicly~~the ~~disclose~~delivery ~~all or part~~ of ~~the~~our ~~source~~communication ~~code~~and topayment ~~such~~solutions. ~~software~~Although orwe ~~make~~generally ~~available~~pass ~~any~~increases ~~derivative~~in ~~works~~postage ofcosts ~~the~~through ~~open~~to ~~source~~our ~~code~~customers, onin ~~unfavorable~~some ~~terms~~circumstances ~~or at~~we nomay ~~cost.~~be ~~There~~unable isto ~~little~~do so, or nothe ~~legal~~resulting ~~precedent~~increases ~~governing~~in ~~the~~our ~~interpretation~~charges ofcould ~~many~~cause ofour ~~these~~customers ~~licenses~~to ~~and~~reduce ~~therefore~~ the ~~potential~~volume ~~impact~~ of ~~such licenses on~~ our ~~business~~services isthey ~~not~~purchase. ~~fully~~While ~~known~~we orcannot ~~predictable.~~predict ~~There~~the ismagnitude aof ~~risk~~these ~~that~~effects, ~~such~~they ~~licenses~~ could be ~~construed~~have in a ~~manner~~material ~~that~~effect ~~imposes unanticipated conditions or restrictions~~ on our ~~ability~~business, toresults ~~market~~of ~~our~~operations ~~solutions~~or financial condition.

~~While~~The wePostal ~~monitor our~~Service ~~use~~could ofincrease ~~open~~the ~~source~~rates ~~software~~of ~~and~~postage ~~try to ensure~~ that ~~none~~we ismust ~~used~~pay. inMost aof ~~manner~~the ~~that~~mail ~~would require us to disclose our source code or~~ that ~~would otherwise breach the terms of an open source license, such use could inadvertently occur and~~ we ~~may~~send ~~be required~~uses tomarket-dominant ~~release our proprietary source code, pay damages~~

46 42

~~Table~~mail products, whose postal rates are subject to maximum rate regulation. Current regulatory rules generally limit the average rate increase for each class of ~~Contents~~market-dominant mail to the rate of increase of the Consumer Price Index (“CPI”). The Postal Service, however, has argued for eliminating or loosening this restriction, and the Postal Regulatory Commission is now considering proposed rule changes that would have this effect. It is also possible that Congress could eliminate or loosen the restriction on postal rate increases through legislation, particularly if the Postal Service continues to report financial losses. Even under current regulatory standards, the Postal Service has broad flexibility to raise rates on individual rate categories within a class of mail faster than the CPI, as long as the average rates for the affected mail class as a whole do not increase the CPI-based rate cap.

~~for~~Most ~~breach~~ of ~~contract,~~the ~~re-code~~postal orrates ~~engineer~~we ~~one~~pay reflect significant discounts from the basic USPS postage rate structure. These discounts could be changed or discontinued at any time on short notice. The Postal Service also could require more ofcostly ~~our~~or ~~offerings,~~difficult ~~discontinue~~mail ~~sales~~preparation of(e.g., ~~one~~presorting, barcoding, bundling or ~~more~~destination ofentry) ~~our~~requirements ~~solutions~~as ina condition for continuing to use the ~~event~~discounted ~~re-engineering~~rates. ~~cannot~~More beonerous ~~accomplished~~preparation onrequirements acould ~~timely~~force ~~basis~~us to incur additional mail preparation costs or ~~take~~pay ~~other~~higher ~~remedial~~rates ~~action~~of ~~that~~postage. ~~may~~Further, ~~divert~~it ~~resources~~is ~~away~~possible ~~from~~that ~~our~~the ~~development~~Postal ~~efforts~~Service, ~~any~~the ofPostal ~~which~~Inspection Service, or other law enforcement officials could ~~cause~~allege usthat towe ~~breach~~did ~~obligations~~not prepare past mailings as required to ~~our~~qualify ~~customers~~for the discounted rates at which the mailings were mailed, ~~harm~~ ~~our~~and ~~reputation~~that we now owe additional postage. If the government concludes that the noncompliance was intentional or reckless, ~~result~~the government could seek to recover treble damages and civil penalties of up to $23,607 per false claim (adjusted annually to reflect changes in ~~customer~~the ~~losses~~CPI). orIf ~~claims~~the volume of mail subject to these allegations is large enough, ~~increase~~the ~~our~~recovery ~~costs~~sought orcould ~~otherwise~~have ~~adversely~~a ~~affect~~material effect on our business, ~~and~~ results of operations or financial condition.

~~Risks~~Payment ~~Related~~Card Industry Standards. We accept credit card, eCheck, Automated Clearing House (“ACH”) Payments, and payments via online portal, phone/Interactive Voice Response system or by mail. Compliance with contractual obligations and evolving privacy and security laws, requirements and regulations may result in cost increases due to ~~Government~~necessary ~~Regulation~~systems changes, new limitations or constraints on our business and ~~other~~the ~~Legal~~development ~~Risks~~of new administrative processes. If we fail to adequately control fraudulent ACH, credit card and debit card transactions, we may face civil liability, diminished public perception of our security measures and significantly higher ACH, credit card and debit card related costs, each of which could adversely affect our business, financial condition and results of operations. The termination of our ability to process payments through ACH transactions or on any major credit or debit card would adversely affect our ability to operate our business.

~~Recent~~ Other State Healthcare Laws. Most states have a variety of laws that potentially impact our operations and ~~future~~business ~~developments~~practices. If our arrangements with physicians or other practitioners were found to violate a corporate practice of medicine, nursing and other licensed professions prohibition or fee-splitting prohibition, we may be subject to civil or criminal penalties, be required to terminate or make changes to our contractual arrangements with practitioners or to our business, or be required to remit portions of our services fees to practitioners, which, in turn, may adversely affect both our operations and profitability. Further, we could face sanctions for aiding and abetting the violation of the state’s professional licensure statutes. In addition, we hold certain state licenses and enrollments in government healthcare ~~industry~~programs which subject us to additional requirements and scrutiny by government regulators. Failure to comply with requirements and obligations imposed by such licensure and enrollments may result in civil and criminal penalties and may adversely affect our business. We continually monitor legislative, regulatory and judicial developments related to licensure and engagement arrangements with professionals; however, new agency interpretations, federal or state legislation or regulations, or judicial decisions could require us to change how we operate, may increase our costs of services and could have a material adverse impact on our business, results of operations or financial condition.

~~Almost~~We ~~all~~may ofbe ~~our~~a ~~revenue~~party ~~is derived from the healthcare industry, which is highly regulated and subject~~ to ~~changing political~~legal, ~~legislative,~~ regulatory and other ~~influences.~~proceedings ~~For example, the ACA changes how healthcare services are covered, delivered and reimbursed. The ACA mandates~~ that ~~substantially~~could ~~all~~result U.S. citizens maintain health insurance coverage, expands health insurance coverage through a combination of public program expansion and private sector reforms, reduces Medicare program spending and promotes value-based purchasing. The previous presidential administration made significant efforts to repeal or weaken the ACA. For example, in ~~December~~unexpected ~~2017,~~adverse ~~tax reform legislation was enacted that, effective January 2019, eliminated the financial penalty for individuals who failed to maintain health insurance coverage~~outcomes. This led to a global challenge to the ACA in 2018, mounted by Republican state attorneys general and governors in a case that is currently pending before the Supreme Court. The Supreme Court is expected to issue a decision in the case by July 2021. Further, under the previous presidential administration, CMS indicated its intent to increase flexibility in state Medicaid programs, including by expanding the scope of waivers under which states may implement Medicaid expansion provisions, imposing different eligibility or enrollment restrictions, or otherwise implementing programs that vary from federal standards. At the same time, members of Congress have in recent years proposed measures that would expand the role of government-sponsored coverage, including single payer or so-called “Medicare-for-All” proposals, which could have far-reaching implications for the healthcare industry if enacted.

~~While~~From ~~the~~time ~~current~~to ~~presidential administration~~time, ~~has~~we ~~signaled~~have ~~its~~been, ~~intent~~are toand ~~strengthen~~may in the ~~ACA~~future be, a party to legal and ~~undo~~regulatory ~~previous~~proceedings ~~agency~~and ~~actions~~investigations, ~~that~~including ~~were~~matters ~~aimed~~involving atgovernmental ~~weakening~~agencies ~~the~~and ~~ACA~~entities ~~under~~with which we do business and other proceedings and investigations arising in the ~~former~~ordinary ~~administration~~course of business, weas described in more detail above. In addition, there are ~~unable~~an increasing number of, and we may be subject to, ~~predict~~investigations and proceedings in the ~~full~~healthcare ~~impact~~industry ofgenerally that seek recovery under HIPAA, AKS, the ~~ACA~~FCA, the CMP, the Stark Law, the Sunshine Act, state laws and other ~~health~~statutes ~~reform initiatives~~and onregulations applicable to our ~~operations~~business as described in ~~light~~more ofdetail ~~the~~above. ~~uncertainty~~These ~~regarding~~and ~~whether~~other similar statutory requirements impose statutory penalties for proven violations, ~~when~~which ~~and~~could ~~how~~be ~~the~~significant. ~~ACA~~We ~~will~~also may be ~~further~~subject ~~changed~~to legal proceedings under non-healthcare federal, ~~what~~state ~~alternative~~and ~~reforms~~international ~~(including~~laws ~~single~~affecting ~~payer~~our ~~proposals)~~business, ifsuch ~~any~~as the TCPA, ~~may~~the beFair ~~enacted~~Debt Collections Practices Act, the ~~timing~~Fair ofCredit ~~enactment~~Reporting Act, CAN-SPAM Act, Junk Fax Act, FCPA, the CCPA, GDPR, employment, banking and ~~implementation~~ offinancial ~~alternative~~services ~~provisions~~and USPS laws and regulations, as further detailed above. Such proceedings are inherently unpredictable, and the ~~impact~~outcome can result in verdicts and/or injunctive relief that may affect how we operate our business or we may enter into settlements of ~~alternative~~claims ~~provisions~~for onmonetary ~~various~~payments. ~~healthcare~~In ~~industry~~some ~~participants~~cases, substantial non-economic remedies or punitive damages may be sought. ~~Because~~Governmental ~~many~~investigations, ofaudits ~~our~~and ~~solutions~~other ~~are~~reviews ~~designed~~could also result in criminal penalties or other sanctions, including restrictions, changes in the way we conduct business or exclusion from participation in government programs. We evaluate our exposure to ~~assist~~these ~~customers~~legal and regulatory proceedings and establish reserves for the estimated liabilities in ~~effectively~~accordance ~~navigating~~with accounting principles generally accepted in the ~~shift~~United toStates ~~value-based healthcare,~~of America (“GAAP”). Assessing and predicting the ~~elimination~~outcome of these matters involves substantial uncertainties. Unexpected outcomes in these legal proceedings, or ~~significant~~changes ~~revisions~~in ~~to,~~management’s ~~various~~evaluations ~~value-based~~or ~~healthcare~~predictions ~~initiatives~~and ~~may~~accompanying ~~adversely~~changes in established reserves, could have a material adverse impact on our business, results of operations or financial condition.

While many of the provisions of the ACA and other health reform initiatives may not be directly applicable to us, initiatives affect the businesses of our customers and the Medicaid programs. For example, as a result of Medicare payment reductions and other reimbursement changes mandated under the ACA, our customers may attempt to seek price concessions from us or reduce their use of our solutions, especially if provisions expanding coverage are repealed without eliminating the payment reductions or other reimbursement changes. Thus, the ACA may result in a reduction of expenditures by customers or potential customers in the healthcare industry, which could have a material adverse impact on our business, results of operations or financial condition. In addition, certain government programs, such as the Bundled Payments for Care Improvement initiative and the Accountable Care Organization Shared Savings Program, may impact reimbursement to our customers, which could have a material adverse impact on our business, results of operations or financial condition. Further, the general uncertainty of healthcare reform efforts, particularly if Congress repeals provisions of the ACA but delays the implementation date of repeal or fails to enact replacement provisions at the time of repeal, may negatively impact purchase decisions or demand for our solutions. 43

47Litigation is costly, time-consuming and disruptive to normal business operations. The defense of these matters could also result in continued diversion of our management’s time and attention away from business operations, which could also harm our business. Even if these matters are resolved in our favor, the uncertainty and expense associated with unresolved legal proceedings could harm our business and reputation.

~~Table~~We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information of ~~Contents~~third parties.

~~Moreover,~~We ~~there~~have ~~are~~received ~~numerous~~confidential ~~federal, state~~ and ~~private~~proprietary ~~initiatives~~information ~~seeking~~from tothird ~~increase~~parties. ~~the use~~In ofaddition, ITwe inmay ~~healthcare~~employ asindividuals awho ~~means~~were ofpreviously ~~improving~~employed ~~care~~at ~~and~~other ~~reducing~~healthcare ~~costs~~companies. ~~For~~We ~~example,~~may ~~the~~be ~~Health~~subject ~~Information~~to ~~Technology~~claims ~~for~~that ~~Economic~~us ~~and~~or ~~Clinical~~our ~~Health Act~~employees, ~~which~~consultants ~~was~~or ~~enacted~~independent incontractors ~~2009,~~have ~~and~~inadvertently ~~the~~or ~~21st~~otherwise ~~Century~~improperly ~~Cures~~used ~~Act~~or ~~(the~~disclosed ~~“Cures~~confidential ~~Act”), which~~information ~~was~~of ~~enacted~~these inthird ~~2016,~~parties ~~contain~~or ~~incentives~~our ~~and~~employees’ ~~penalties~~former toemployers. ~~promote~~Further, ~~the~~we ~~use~~may ofbe ~~EHR~~subject ~~technology~~to ~~and~~ownership ~~the~~disputes ~~efficient~~in ~~exchange~~the offuture ~~health~~arising, ~~information~~for ~~electronically. Further~~example, ~~the~~from ~~Cures~~conflicting ~~Act~~obligations ~~provides~~of ~~for~~consultants ~~penalties~~or toothers bewho ~~imposed~~are oninvolved ITin ~~developers,~~developing ~~health information~~our ~~exchanges~~solutions. orWe ~~networks~~may ~~and~~also ~~health~~be ~~providers~~subject ~~that~~to ~~are~~claims ~~found~~that toformer ~~improperly~~employees, ~~block~~consultants, ~~the~~independent ~~exchange~~contractors ofor ~~health~~other ~~information.~~third ~~These~~parties ~~and~~have ~~other~~an ~~initiatives~~ownership ~~may~~interest ~~result~~ in ~~additional~~our patents or ~~costly~~other ~~legal~~intellectual orproperty. ~~regulatory~~Litigation ~~requirements,~~ may ~~encourage~~be ~~more companies~~necessary to ~~enter~~defend ~~our~~against ~~markets,~~these ~~may~~and ~~provide~~other ~~advantages~~claims tochallenging our ~~competitors~~right to and ~~may~~use ~~result~~of inconfidential ~~the~~and ~~development~~proprietary ofinformation. ~~competitive~~In ~~technology~~addition ~~solutions.~~to ~~Any~~paying ~~such~~monetary ~~initiatives~~damages, ~~also~~if ~~may~~we ~~result~~fail in adefending ~~reduction~~against ofany ~~expenditures~~such byclaims ~~existing~~we ormay ~~potential~~lose ~~customers~~our rights therein, which could have a material adverse ~~impact~~effect on our business. Even if we are successful in defending against these claims, ~~results~~litigation ofcould ~~operations~~result orin ~~financial~~substantial ~~condition~~cost and be a distraction to our management and employees.

InRisks ~~addition,~~Related ~~other~~to ~~general reductions in expenditures by healthcare industry constituents could result from~~Mergers, ~~among~~Acquisitions other things, government regulation or private initiatives that affect the manner in which providers interact with patients, payers or other healthcare industry constituents, including changes in pricing or means of delivery of healthcare solutions. In addition, cost containment efforts at the federal and state levels may affect industry expenditures. For example, the Budget Control Act of 2011 requires automatic spending reductions to reduce the federal deficit. CMS began imposing a 2% reduction on payments of Medicare claims in 2013. These reductions have been extended through 2029. Divestitures

~~Even~~Our ifbusiness ~~general~~will ~~expenditures~~suffer byif ~~healthcare~~we ~~industry~~fail ~~constituents~~to ~~remain~~successfully ~~the~~integrate ~~same~~acquired orbusinesses ~~increase, other developments in the healthcare industry may reduce spending on healthcare IT~~ and ~~services~~technologies or ~~in some or all of the specific markets we serve or are planning~~ to ~~serve.~~appropriately Inassess ~~addition, our customers’ expectations regarding pending or potential healthcare industry developments also may affect their budgeting processes an~~

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