~~"Music Investments" are to Music Investments, LP;~~

"NCQA" are to the National Committee for Quality Assurance;

"Non-Employee Director" are to each member of our Board that is not an employee of the Company or any parent or subsidiary of the Company;

"Non-income taxes" includes personal property taxes, real estate taxes, sales and use taxes and franchise taxes which are included in cost of services and general and administrative expenses;

"OCR" are to U.S. Department of Health and Human Services Office for Civil Rights;

"Other expenses" represents miscellaneous expenses, gain or loss on disposal of assets, gain or loss on disposal of leases, tax penalties, non-integration related severance costs, and management fees;

"Payors" are our customers which include large national insurance companies, Blue Cross and Blue Shield plans, provider-sponsored and independent health plans, TPAs, bill review companies, Taft-Hartley plans and other entities that pay medical bills related to the commercial healthcare, government, workers' compensation and auto medical markets

"P&C" are to Property & Casualty;

"PCAOB" are to the Public Company Accounting Oversight Board (United States);

"PSAV" are to percentage of savings;

"PEPM" are to per-employee-per-month;

"PHI" are to Protected Health Information;

"PIK Interest" are to interest paid through an increase in the principal amount of the outstanding Senior Convertible PIK Notes or through the issuance of additional Senior Convertible PIK Notes;

"PIPE Investment" are to, collectively, the Common PIPE Investment and the Convertible PIPE Investment;

"PIPE Warrants" are to the warrants to purchase Churchill's Class A common stock issued in connection with the Common PIPE Investment, on terms identical to the terms of the Private Placement ~~Warrants;~~

Warrants, other than the exercise period that started on November 7, 2020, the exercise price which is $12.50 per share and the redemption feature that exists for all holders of the PIPE warrants.

"Polaris" is Polaris Parent Corp., a Delaware corporation and direct, wholly owned subsidiary of Holdings and parent company to MultiPlan, Inc.;

"Polaris Agreement" are to a Class B Unit Award Agreement;

"Polaris Plan" are to an incentive plan established by Holdings effective June 7, 2016;

"Polaris Plan Participants" are to directors, officers, employees, consultants and advisors who are eligible for the Polaris Plan;

"PPOs" are to Preferred Provider Organizations;

"Private Placement Warrants" are to warrants issued to the Sponsor in a private placement simultaneously with the closing of the Churchill IPO and the Working Capital Warrants whose terms are identical to the Private Placement Warrants;

"public shares" are to shares of Churchill's Class A common stock sold as part of the units in the Churchill IPO (whether they were purchased in the Churchill IPO or thereafter in the open market);

"public shareholders" are to the holders of the Company's public shares, including the Sponsor and Churchill's officers and directors to the extent the Sponsor and Churchill's officers or directors purchase public shares, provided that each of their status as a "public shareholder" shall only exist with respect to such public shares;

"Public Warrants" are to the Company's warrants sold as part of the units in the Churchill IPO (whether they were purchased in the Churchill IPO or thereafter in the open market);

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"PwC" are to PricewaterhouseCoopers ~~LLP;~~LLP (PCAOB ID 238);

"Qualifying Payment Amount" or "QPA" are, with respect to a sponsor of a group health plan and health insurance issuer offering group or individual health insurance coverage, for an item or service furnished during 2022, the median of contracted rates recognized by the plan or issuer, respectively, as the total maximum payment under such plans or coverage, respectively, on January 31, 2019, for the same or a similar item or service that is provided by a provider in the same or similar specialty and provided in the same geographic region in which the item or service is furnished, consistent with the methodology established by the U.S. Department of Health and Human Services ("HHS") in regulations, and increased by the percentage increase in the consumer price index for all urban consumers (United States city average) over 2019, such percentage increase over 2020, and such percentage increase over 2021, as described in 42 U.S.C. § 300gg-111 and HHS regulations;

"RBP" are to Reference-Based Pricing formerly referred to as Medical Reimbursement Analysis;

"Refinancing" are to (a) the consummation of the 5.750% Notes offering by MPH and the increase of the revolving credit facility under the senior secured credit facilities from $100.0 million to $450.0 million and (b) the repayment of all outstanding

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7.125% Notes and $369.0 million of indebtedness under MPH's term loan facility with the net proceeds of the 5.750% Notes offering, together with cash on hand, which occurred on October 29, 2020;

"Revolver B" are to the revolving credit facility in conjunction with Term Loan B and maturing on August 24, 2026;

"Revolver G" are to the revolving credit facility in conjunction with Term Loan G;

G and replaced by Revolver B on August 24, 2021;

"Revolving credit facility" are to MPH's $450.0 million senior secured revolving credit ~~facility maturing on June 7, 2023;~~

facility;

"ROU" are to operating lease right-of-use asset;

"SEC" are to the United States Securities and Exchange Commission;

"Second Merger Sub" are to Music Merger Sub II, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of the Company;

"Section 404" are to Section 404 of the Sarbanes-Oxley Act;

"Securities Act" are to the Securities Act of 1933, as amended;

"Senior Convertible PIK Notes" are the 6.00% / 7.00% Convertible Senior PIK Toggle Notes due 2027;

"Senior PIK Notes" are to the 8.500% / 9.250% Senior PIK Toggle Notes due 2022 issued by Polaris Intermediate Corp. on November 21, 2017. All of the outstanding Senior PIK Notes were redeemed on October 8, 2020;

"senior secured credit facilities" are to MPH's senior secured credit facilities which, before August 24, 2021, consist of (a) a $2,341.0 million term loan facility maturing on June 7, 2023 and (b) a $450.0 million revolving credit facility maturing on June 7, ~~2023;~~

2023, and as of and after August 24, 2021 consist of (a) a $1,325.0 million term loan facility maturing on September 1, 2028 and (b) a $450.0 million revolving credit facility maturing on August 24, 2026;

"Sponsor" are to Churchill Sponsor III, LLC, a Delaware limited liability company and an affiliate of M. Klein and Company in which certain of Churchill's directors and officers hold membership interests;

"Sponsor Agreement" are to the Amended and Restated Sponsor Agreement, dated as of July 12, 2020, by and among the Company, the Sponsor and the Insiders;

"Sponsor Note" are to the unsecured promissory note issued by the Company to the Sponsor in an aggregate principal amount of $1,500,000. The Sponsor converted the unpaid balance of the Sponsor Note into Working Capital Warrants in connection with the Closing;

"Subscription Agreements" are to, collectively, the (a) common stock subscription agreements entered into (i) by and between Churchill and the PIF and (ii) by and among Churchill, Holdings and MultiPlan Parent, on the one hand, and certain investment funds, on the other hand, in each case, dated as of July 12, 2020 and entered into in connection with the Common PIPE Investment and (b) subscription agreements, dated as of July 12, 2020, entered into in connection with the Convertible PIPE Investment;

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"TCJA" are to the Tax Cuts and Jobs Act of 2017;

"Term ~~loan facility"~~Loan B" are to ~~the MPH $2,341.0 million senior secured~~a term loan ~~facility maturing~~payable borrowed on ~~June 7, 2023;~~

August 24, 2021 in the amount of $1,325.0 million with a group of lenders due and payable on September 1, 2028;

"Term Loan G" are to a term loan payable borrowed on June 7, 2016 in the amount of $3,500.0 million with a group of lenders ~~due~~ and ~~payable~~was repaid in full on ~~June 7, 2023;~~

August 24, 2021;

"TPAs" are to Third Party Administrators;

"Transactions" are to the Mergers, together with the other transactions contemplated by the Merger Agreement and the related agreements;

"Trust Account" are to the Churchill trust account that held the proceeds from the Churchill IPO prior to the consummation of the Transactions;

"Units" are to our stock-based compensation granted to employees in the form of Units and Holdings' Class B Units;

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"warrants" are to the Public Warrants, the Private Placement Warrants, the PIPE Warrants and the Working Capital Warrants;

"we," "our" or "us" are to MultiPlan and its consolidated subsidiaries; and

"Working Capital Warrants" are to the warrants to purchase Churchill's Class A common stock pursuant to the terms of the Sponsor Note, on terms identical to the terms of the Private Placement Warrants.

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Cautionary Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K includes statements that express our and our subsidiaries' opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, "forward-looking statements" These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "seeks," "projects," "intends," "plans," "may," "will" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Annual Report on Form 10-K and these forward-looking statements reflect management's expectations regarding our future growth, results of operations, operational and financial performance and business prospects and opportunities. Such forward-looking statements are based on available current market material and management's expectations, beliefs and forecasts concerning future events impacting our business. Factors that may impact such forward-looking statements include:

•the impact of the ongoing COVID-19 pandemic and its related effects on our ~~projected~~ results of operations, financial performance, liquidity or other financial metrics;

•loss of our customers, particularly our largest customers;

•~~decreases in~~inability to preserve or increase our existing market share or the size of our PPO networks;

•effects of competition;

•effects of pricing pressure;

•the inability of our customers to pay for our services;

•decreases in discounts from providers;

•the loss of our existing relationships with providers;

•the loss of key members of our management ~~team;~~

team or inability to maintain sufficient qualified personnel;

•pressure to limit access to preferred provider networks;

•the ability to achieve the goals of our strategic plans and recognize the anticipated strategic, operational, growth and efficiency benefits when expected;

•our ability to enter new lines of business and broaden the scope of our services;

•our ability to identify, complete and successfully integrate acquisitions;

•our ability to obtain additional financing; changes in our ~~industry;~~

•industry and in industry standards and technology; interruptions or security breaches of our information technology systems;

•our ability to protect proprietary information, processes and applications;

•our ability to ~~protect proprietary applications;~~

maintain the licenses or right of use for the software we use;

•our inability to expand our network infrastructure;

•changes in accounting principles or the incurrence of impairment charges;

•our ability to remediate any material weaknesses or maintain effective internal controls over financial reporting;

•changes in our regulatory environment, including healthcare law and regulations;

•the expansion of privacy and security laws;

•heightened enforcement activity by government agencies;

•our ability to pay interest and principal on our notes and other indebtedness;

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•lowering or withdrawal of our credit ratings;

•the possibility that we may be adversely affected by other political, economic, business, and/or competitive factors;

•

~~Table of Contents~~adverse outcomes related to litigation or governmental proceedings;

•other factors disclosed in this Annual Report on Form 10-K; and

•other factors beyond our control.

The forward-looking statements contained in this Annual Report on Form 10-K are based on our current expectations and beliefs concerning future developments and their potential effects on our business. There can be no assurance that future developments affecting our business will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading "Risk Factors." Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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Part I

Item 1. Business

~~Corporate History and Background~~

MultiPlan, formerly known as Churchill Capital Corp III (formerly known as Butler Acquisition Corp), was incorporated in Delaware on October 30, 2019 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

On July 12, 2020, Churchill entered into the Merger Agreement by and among First Merger Sub, Second Merger Sub, Holdings, and MultiPlan Parent. On October 8, 2020, the Merger Agreement was consummated and the Transactions were completed. In connection with the Transactions, Churchill changed its name to MultiPlan Corporation and The New York Stock Exchange ticker symbols for its Class A common stock and warrants to "MPLN" and "MPLN.WS", respectively.

The Transactions were accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, Churchill was treated as the "acquired" company for financial reporting purposes with MultiPlan Parent determined to be the accounting acquiror. This determination was primarily based on the existing MultiPlan Parent stockholders being the majority stockholders and holding majority voting power in the combined company, MultiPlan Parent's senior management comprising the majority of the senior management of the combined company, and the ongoing operations of MultiPlan Parent comprising the ongoing operations of the combined company. Accordingly, for accounting purposes, the Transactions were treated as the equivalent of MultiPlan Parent issuing shares for the net assets of Churchill, accompanied by a recapitalization. The net assets of Churchill were recognized at fair value (which were consistent with carrying value), with no goodwill or other intangibles recorded. See Note 4 The Transactions of the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for further information on the Transactions.

Unless otherwise noted, "we," "us," "our", "MultiPlan", and the "Company" and similar terms refer to MultiPlan Parent or Polaris and its subsidiaries prior to the consummation of the Transactions, and MultiPlan and its subsidiaries after the Transactions.

~~Recent Acquisitions of HST and Discovery Health Partners~~

On November 9, 2020 MultiPlan acquired HST, a healthcare technology company that enables value-driven health benefit plan designs featuring reference-based pricing and tools to engage health plan members and providers in making the best use of available benefits both before and after care delivery. The services are used in conjunction with, or in lieu of, a provider network and generally deliver lower overall cost of care for health plan sponsors and their members. As a result of the acquisition, MultiPlan renamed its Medical Reimbursement Services solution category to Reference-Based Pricing and also added Value-Driven Health Plan Services to the category.

On February 26, 2021, MultiPlan acquired DHP, an analytics and technology company offering healthcare payment and revenue integrity services to commercial and government healthcare payors. DHP extends MultiPlan’s payment integrity offerings by adding a number of services including post-payment services, as well as a line of services that improve the accuracy of revenue collected. As a result, following our acquisition of DHP, MultiPlan revised its Payment Integrity Services solution category to Payment and Revenue Integrity. The following discussion in this Item 1, ~~Business, reflects these post-acquisition changes to our offerings.~~

~~Business~~

Overview

MultiPlan is a leading ~~value-added~~ provider of data analytics and technology-enabled ~~end-to-end cost management, payment~~solutions designed to bring affordability, efficiency and ~~revenue integrity solutions~~fairness to the U.S. healthcare industry. We do so through services focused on reducing medical cost and improving billing and payment accuracy for the payors of healthcare, which are ~~also one~~health insurers, self-insured employers and other health plan sponsors (typically through their health plan administrators), and, indirectly, the plan members who are the consumers of ~~the largest independent PPOs~~healthcare services.

Our predecessor was founded in ~~the U.S., with contracted providers in all 50 states~~1980 as a New York-based hospital network and ~~the District~~we have evolved both organically and through acquisition into a national organization offering three categories of Columbia. We are committed to helping healthcare payors manage the cost of care, improve their competitiveness and inspire positive change. Leveraging sophisticated technology, data analytics and a team rich with industry experience, MultiPlan interprets clients' needs and customizes innovative solutions through the following offerings:

services:

•Analytics-Based ~~Services:~~Services: data-driven algorithms which detect claims over-charges and either negotiate or recommend ~~or negotiate~~ fair ~~reimbursement;~~

~~Table~~reimbursement using a variety of ~~Contents~~data sources and pricing algorithms;

•Network-Based ~~Services:~~Services: contracted discounts with healthcare providers ~~including~~to form one of the largest independent preferred provider organizations ("PPOs") in the United States ~~and~~with over 1.2 million healthcare providers under contract, as well as outsourced network development and/or management services; and

•Payment and Revenue Integrity ~~Services:~~Services: data, technology, and clinical expertise deployed to identify and remove improper and unnecessary charges before or after claims are paid, or to identify and help restore and preserve underpaid premium dollars.

~~Our~~Although the end beneficiary of our services are employers and other plan sponsors and their health plan members, our direct customers ~~almost entirely~~ are ~~payors.~~typically health plan administrators ("Payors"). We offer these ~~payors~~Payors a single electronic gateway to a comprehensive set of services in each of the above three categories, ~~(Analytics-Based Services, Network-Based Services and Payment and Revenue Integrity Services)~~ which are used in combination or individually to reduce the medical cost burden on ~~healthcare payors~~their health plan customers and ~~patients~~members while fostering independently developed fair and efficient payments to the providers. In essence, we sit in the midst of four constituencies – payors, employers/health plan sponsors, plan members and providers – offering an independent reimbursement solution to reduce healthcare costs in a manner that is orderly, efficient and fair to all parties involved, while also helping them to navigate the highly complex U.S. healthcare system.

These comprehensive offerings have enabled us to maintain long-term relationships with a number of our customers, including relationships of over 25 years with some of the nation's largest ~~commercial payors.~~Payors. For the year ended December 31, ~~2020,~~2021, our ~~expansive network included access to over 1,200,000 healthcare providers and our comprehensive~~ services identified approximately ~~$18.8~~$21.7 billion in potential medical cost savings.

Payors generally aim to pay provider claims at a discount to reduce cost, to eliminate any improperly billed charges before payment is made, and to recover any incorrectly paid charges after payment is made. Our Analytics-Based Services discount claims using data-driven negotiation and/or re-pricing methodologies to support payments to providers with whom contractual discounts are not possible and are generally priced based on a percentage of savings achieved. Also included in this category are services that enable lower cost health plans that feature reference-based pricing either in conjunction with or in place of a provider network. These services are generally priced at a bundled PEPM rate. Our Network-Based Services offer payors a broad network of discounted rates for providers with whom payors do not have a contractual relationship, and are priced based on either a percentage of savings achieved or at a per employee/member per month fee. This service category also includes customized network development and management services for payors seeking to expand their network footprint using outsourced services. These build services are generally priced on a per contract or other project-based price. Our Payment and Revenue Integrity Services use data, technology and clinical expertise to assist payors in identifying improper, unnecessary and excessive charges before or after claims are paid, as well as issues with premiums paid by CMS for government health plans caused by discrepancies with enrollment-related data. Payment and Revenue Integrity Services are generally priced based on a percentage of savings achieved.

We believe that our solutions provide a strong value proposition to consumers, as well as to providers. Overall, our service offerings aim to reduce healthcare costs for payors and consumers in a manner that is orderly, efficient and fair to all parties. In addition, because in most instances the fee for our services is ~~in most instances~~ directly linked to the savings ~~realized~~utilized by our customers, our ~~interests are~~revenue model is aligned with the interests of our customers.

~~Industry~~

U.S. Healthcare Industry

According to ~~CMS, healthcare expenditures will grow from $3.8~~Centers for Medicare and Medicaid ("CMS"), Americans spent $4.1 trillion, or ~~17.8%~~19.7% of U.S. GDP, on healthcare in 2020. That equates to about $12,530 per person and is projected to grow by 5.4% annually through 2028. CMS estimates that, at the current rate, healthcare spend will represent $6.2 trillion by 2028. The Census Bureau reports that about 298 million people in the U.S. had health insurance coverage in 2020, of which 177 million were covered under employer-sponsored plans. According to CMS, nearly 22 million people were enrolled in Medicare Advantage plans in 2020, and we conservatively estimate another 54 million were enrolled in managed Medicaid plans based on 2019 ~~to represent 19.7%~~CMS figures. This means as many as 85% of ~~GDP by 2028, representing~~those with health insurance coverage could benefit from the value MultiPlan delivers.

Medical spend is a ~~compounded annual growth rate~~function of ~~5.5%. There~~both utilization and cost, and there are ~~a multitude of~~many factors driving ~~this~~the expected growth ~~including recent regulations~~in both. Utilization is increasing due to a population that is both aging and ~~ongoing secular trends, such~~experiencing more chronic disease. The advent of new treatments, modalities and technologies also spur utilization. Medical cost is increasing with increases in per-unit prices, driven in part by those same new treatments, modalities and technologies as well as the ~~aging population and other demographic factors,~~additional administrative burden of complying with new regulations. Costs also increase with the continued complexities of healthcare billing which ~~are driving expanded healthcare coverage and increased utilization. Additional growth in healthcare costs are driven by availability of new medical technologies, therapies and modalities.~~lead to unintended billing issues. As expenditures continue to rise, stakeholders – and especially ~~payors~~Payors – are becoming increasingly focused on solutions that reduce medical costs and improve billing and payment accuracy.

An estimated $1.2 trillion, or about a third of U.S. healthcare expenditures, are attributed to some form of waste or abuse that leads to overcharges. MultiPlan’s services directly address the category of waste/abuse that accounts for about $400 billion of this burden – excessive prices, clinical billing errors, suspect billing schemes and patterns, errors in enrollment data and, in some cases, services provided unnecessarily.

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We believe cost management and ~~revenue/~~billing and payment ~~integrity solutions~~accuracy will continue to be highly ~~valuable~~important to ~~payors.~~Payors across the markets we serve. We expect ~~that~~ growth in demand for these services will be driven by two major trends: (i) increasing costs per claim from medical inflation and technology enhancements and (ii) increasing treatment volume from an aging population and increases in the insured population. As medical activity rises as a result of an aging population and a focus on preventative healthcare and technological advances, medical claims volume and ~~value~~costs are expected to increase significantly, which we believe will further increase utilization of our solutions. ~~Furthermore, we benefit from medical cost inflation since the access fee we charge for use of our services is primarily based on a percentage of the savings achieved.~~ We see opportunity in trying to counter the accelerating pace of medical cost inflation, leading to more savings for our customers, and associated revenues for ~~us. For example, for those services priced in this manner, if~~ the ~~average charge per claim increases by 10%, we will have a 10% greater dollar value of claims from which to capture savings and revenue.~~Company.

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~~Cost Management~~MultiPlan Solutions

Payors of healthcare have essentially three strategies for reducing medical ~~claims include large national insurance companies, Blue Cross~~cost: managing the utilization of medical services, lowering the per-unit cost of medical services incurred, and ~~Blue Shield plans, provider-sponsored~~ensuring the services are reimbursed without error and ~~independent health plans, TPAs, Taft-Hartley plans, property and casualty bill review vendors, and other entities that pay medical bills~~accepted by the provider. MultiPlan services target the latter two of these approaches, as shown in the ~~commercial~~value chain from care to payment for healthcare government, workers' compensation and auto medical markets. The government market comprises state and federal government programs such as Medicare Advantage, Medicaid, TRICARE and Veterans Administration. These payors attempt to manage and control the medical costs they faceservices illustrated below.

Dotted box = addressed by ~~addressing the price and the quantity of the procedures and products utilized. The chart below demonstrates the way in which payors employ several solutions and services to control medical costs.~~

~~Services~~MultiPlan Solutions

Analytics-Based Services.

~~The Company leverages its~~Our Analytics-Based Services reduce the per-unit cost of claims using data-driven negotiation and/or reference-based pricing methodologies. These services generally are used in a solution hierarchy after network services to reduce claims with no available network contract, but also are used standalone. Value-Driven Health Plan services bundle network and reference-based pricing to enable a blended benefit plan design. All of the services in this category leverage our information technology platform, ~~to offer customers Analytics-Based Services to reduce medical costs. Our~~public data sources, and the billions of claims that we have reviewed and are included in our database reflecting both network and out-of-network priced claims, as well as the results of clinical coding analyses. They feature proprietary algorithms and machine learning/AI to allow claims to be processed quickly and ~~accurately compared against~~accurately.

Reference-Based Pricing ("RBP"). RBP provides Payors with a ~~library~~recommended payment amount for claims based on a reference point. Most RBP programs in the market uses Medicare as the reference point. We also offer this option, but most customers elect to use our Data iSight program which uses facility cost as the facility reference and median reimbursed amounts as the professional reference. The facility pricing methodology features a patented benchmarking process that determines the cost of a group of like claims from like providers in the same geography. Both methodologies use data from readily-available public and private sources which feed our proprietary automated algorithms to deliver defensible, consistent pricing. RBP recommendations do not incorporate member protection from balance billing, so the service includes optional post-payment negotiation and patient advocacy services to negotiate settlements where needed to eliminate balance billing. Our cost-driven approach was developed with input from healthcare facilities, and was designed to addresses the typical issues providers have with reference-based pricing. As a result, we believe the propensity for providers to balance bill is materially lower than other similar services. Data iSight delivers provider acceptance of over 92% for facility and 96% for professional claims, and for those claims that are appealed, we successfully retain about 75% of savings through education and negotiation. We offer a number of additional choices of reference point, including: median contracted rates (adjusted to the Qualifying Payment Amount for certain surprise bill claims), and usual and customary charges. Our Reference-Based Pricing services are used by all types of Payors, most updated and relevant pricing data. Our extensive nationwide network of providers and our list of payor customers provides us with deep insights into the latest pricing trends. Customers of our Analytics-Based Services are primarilynotably large commercial insurers, Blue Cross and Blue Shield plans, provider-sponsored and independent health ~~plans, TPAs, and property and casualty carriers through their bill review companies. Fees~~plans. They are ~~generally based on~~most commonly priced at a percentage of savings ~~achieved.~~

identified.

~~Reference Based Pricing.~~Value-Driven Health Plan Services ("VDHP") ~~RBP provides payors with~~. VDHP is a ~~recommended payment amount on claims using a variety~~form of ~~methodologies~~reference-based pricing that bundles member and provider engagement tools to enable employers and other health plan sponsors to offer low-cost health plans. The engagement tools include member shopping based on ~~a reference point. The Company relies on data from public~~quality, cost and private sources on a national and local level which are then analyzed using proprietary automated algorithms that deliver consistency and defensibility. The recommendations factor in key variables such asprovider acceptance of the ~~provider's location, type and size;~~reimbursement; provider education and, where applicable, ~~the severity~~negotiation in advance or after payment; point-of-service cash payment processing; and ~~resource intensity~~other features designed to ensure satisfaction of both members and providers while delivering significant cost reduction. These tools distinguish VDHPs from other plans using RBP because they deliver many of the ~~procedures performed; costs/accepted reimbursements~~benefits that plan members and providers expect with a PPO network, and therefore make it feasible to replace the network either in part or in full. Provider acceptance of ~~other providers under~~ the ~~same circumstances; and/or Medicare-based price. Three approaches~~reference price is about 98%. Our VDHP service offerings enable a range of VDHP configurations, including a "standard" form of VDHP which integrates our PPO network for professional and select facility services; a "full" VDHP which has no network; and a community-based VDHP which features an agreement with a marquee health system in the area to accept the reference-based price in exchange for preferred steerage of the health plan’s members. VDHP services are ~~used~~sold to arrive at these recommendations, which are then used by the payor during the adjudication and payment process. The first approach is a cost-based (facilities) or reimbursement-based (professionals) approach which determines a fair reimbursement by calculating the median cost incurred or payment amount accepted by a benchmark group of like providers to deliver the same service. The second approach is charge-based and arrives at the recommended amount based on analysis of charges from comparable facilities for a specific procedure. The third applies a mark up or down from the amount Medicare reimburses for the same service, with various methodologies deployed to determine the amount when a Medicare equivalent is not available.employers

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directly using the broker/consultant channel, or through Third-Party Administrators ("TPAs"). Today, they are most in demand in the small and mid-sized group market. They are most commonly priced per-employee/member-per-month ("PEPM").

Financial ~~Negotiation~~Negotiation.. Our ~~Financial Negotiation~~financial negotiation services assist ~~payors~~Payors with pricing claims from providers with whom neither they nor MultiPlan have been able to secure a contractual discount. ~~The Company handles~~We handle these claims on an individual basis and ~~attempts~~attempt to negotiate with the provider an acceptable payment amount for a specific ~~claim.~~claim that includes member protections from balance billing. Negotiation agreements protect the health plan member from balance billing. Approximately half of the successfully negotiated claims are completed in a fully automated manner. ~~The~~These claims include those in which the proposed negotiated amount is generated by algorithms and automatically transmitted to the provider’s ~~office.~~office, and/or that are electronically accepted and signed by the provider. Certain providers also choose to set up an arrangement with MultiPlan for pre-determined levels of discount to be automatically deducted on claims that would otherwise be individually negotiated. For those claims that are not automatically negotiated, MultiPlan ~~negotiates~~works directly with the provider's office through our negotiations staff, ~~that are~~which is aided by ~~compiled statistics about the discounts typically received on these~~extensive workflow and benchmarking tools. Financial negotiation services are used by all types of ~~claims.~~Payors, most notably Blue Cross and Blue Shield plans, provider-sponsored and independent health plans. They are priced at a percentage of savings identified.

Surprise Billing Services. Introduced in 2021, our surprise billing services enable Payors to comply, or to help their employer/plan sponsor customers to comply, with the federal No Surprises Act ("NSA") which became effective on January 1, 2022. The NSA, and interim final regulations issued on July 13, 2021 and October 7, 2021 ("IFRs") that implemented the NSA, introduces changes to the reimbursement process of certain types of medical claims, increasing what was typically a one to two step reimbursement process to five steps. MultiPlan performs all five steps in an end-to-end service, or makes each step available as components to meet the specific needs of each Payor. The steps require extensive data collection and analysis to identify claims as surprise bills under the law’s definition; calculate the new QPA benchmark introduced by the law and append it to the claim; create an initial payment amount for the claim, typically by using the QPA as the reference point; negotiate a settlement as needed; and take claims through an independent dispute resolution process as needed. We leverage existing technology and expertise in data science, claim pricing and negotiation in offering these new services. They are used by all types of Payors that must comply with the NSA, and are priced either at a percentage of savings for the end-to-end service, or on a per-claim basis for individual components.

Network-Based Services

Our Network-Based Services ~~includes MultiPlan's Primary~~reduce the per-unit cost of claims through contracts with over 1.2 million healthcare providers and ~~Complementary Networks~~facilities that establish discounts with member protection from balance billing in ~~which payors can utilize~~exchange for patient steerage and other provider-friendly terms and conditions. These services generally are used first in a solution hierarchy with members actively steered to participating providers through online and other directories. The services leverage our extensive ~~national~~ network development, credentialing and data management capabilities as well as a sophisticated transaction engine that matches rendering provider information on the claim to the correct network contract so the discount can be applied. We offer a variety of ~~over 1,200,000 contracted providers~~network configurations to ~~process claims at~~support all types and sizes of health plans, generally used as either the primary network, or as a ~~significant discount compared~~complement to billed fee-for-service rates, or increasingly, to build customized access for use by the customer's health plan. The establishment of a large and successful network of providers utilized by multiple payors creates a self-reinforcing network effect whereby, as more payors and their consumers access the network, participation in the network becomes more desirable to other providers. MultiPlan's large provider network allows payors to share the prohibitive costs of maintaining a large and complexanother primary network. ~~In addition, providers that join MultiPlan's network gain access to a wide range of payors with the execution of a single contractual relationship.~~

Primary ~~Network~~Networks. For ~~customers~~Payors without their own direct contractual discount arrangements with providers, our ~~Primary Network serves~~primary networks serve as the network for the ~~payor's~~Payor’s commercial or government health ~~plan~~plans in a given service area in exchange for a PEPM rate, or as the ~~payor's~~Payor’s out-of-area extended primary network in exchange for a percentage of the savings ~~achieved. Increasingly,~~identified. Our national primary network, branded PHCS Network, has been continuously accredited for credentialing by the ~~network is also being used to configure custom-built access~~National Committee for ~~a payor's Medicare Advantage plans. The Primary Network is NCQA accredited, which we~~Quality Assurance ("NCQA") since 2001. We believe this provides assurances to ~~payors regarding provider credentials~~employers/plan sponsors and ~~network compliance and provides consumers additional confidence regarding~~plan members of the quality of ~~the~~ providers in ~~our~~the network. Customers mainly include provider-sponsored and independent health plans; Medicare Advantage ~~Medicaid and other government-sponsored health~~ plans; Taft-Hartley plans and TPAs, as it is more cost effective for these ~~payors~~Payors to outsource this function than to incur the expense of developing and maintaining their own network of thousands of doctors and hospitals. We also offer custom development of primary networks, leveraging our extensive network development team and analytic tools, including a tool combining internal provider data with public sources to enable strategic targeting of providers to be contracted. Customers of this custom build service include Medicare Advantage and Medicaid health plans seeking assistance with expansion plans or help maintaining the required network adequacy.

Complementary ~~Network~~Networks.. Our ~~Complementary Network provides payor~~complementary networks provide Payor customers with access to our national network of healthcare providers that offer discounts under the health ~~plan's~~plan’s out-of-network benefits, or otherwise can be accessed secondary to another network. Payors use the network to expand provider choice for consumers, and to achieve contracted reductions with member protections on more claims. ~~Our customers pay us if they achieve~~The service is priced based on a percentage of savings ~~from the Complementary Network; therefore, we believe that MultiPlan provides payors with an effective method to reduce costs. Our Complementary Network customers~~identified. Customers most commonly include large commercial insurers, property and casualty carriers via their bill review vendors, ~~TPAs and~~Taft-Hartley plans, provider-sponsored and independent health ~~plans.~~plans, and some TPAs.

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Payment and Revenue Integrity Services

~~This category includes~~Our Payment ~~Integrity Services, which we have offered since 2014,~~ and Revenue Integrity Services ~~which we introduced~~improve the accuracy of payments made to providers, leading to a reduction in ~~2021 with the acquisition of DHP.~~

~~Our Payment Integrity Services~~overall medical cost by minimizing overpayments. They use data, technology and clinical expertise to ~~identify~~assist Payors in identifying improper, unnecessary and excessive charges before or after claims are ~~paid. There~~paid, as well as issues with premiums paid by CMS for government health plans caused by discrepancies with enrollment-related data. Payment integrity services can be used before payment, to correct overpayments before they are ~~six~~issued, or after payment to enable the recovery of overpaid dollars. Revenue integrity services ~~presently offered~~identify and correct errors in plan enrollment data that lead to ~~a variety~~underpayment of ~~payors.~~CMS premium dollars. The services rely heavily on our internal and other data sources, advanced analysis, machine learning and transaction processing technology, as well as clinical expertise to aid in the identification and selection of issues to be addressed with the least provider abrasion.

Pre-Payment Clinical ~~Negotiation (pre-payment)~~Reviews. ~~With Clinical Negotiation,~~Pre-payment claims are taken through payment integrity analytics, ~~score~~which may include any of the ~~claim, and then based on the score the claim is reviewed by a~~following additional reviews: medical coder, clinician, ~~and/~~medical record or ~~coder and~~itemized bill. Claims are returned with recommended corrections or routed to a negotiator to ~~attempt~~leverage the billing issues to reach agreement with member protections for a lower ~~reimbursement as a result of the identified billing issues. If successful, the payor reimburses under the negotiated agreement. This~~reimbursement. The negotiation service targets non-contracted ~~claims and is used by large commercial insurers and Blue Cross and Blue Shield plans. The service is also integrated into MultiPlan's network pricing, so is used by many of~~claims; the ~~customers of our primary and/or complementary networks.~~

~~Claim Correction (pre-payment).~~ With Claim Correction, payment integrity analytics and the clinician/coder review (if needed, based on the confidence level of the analytics findings) lead to a recommendation to remove certain charges which is factored into the payor's final adjudication of the claim. Thiscorrection service targets all claims, including ~~the~~a Payor’s in-network ~~claims of~~claims. These services are most commonly used by large commercial and Medicare ~~Advantage~~Advantage/Medicaid insurers, Blue Cross and Blue Shield plans, and provider-sponsored ~~commercial~~ and ~~Medicare~~

~~Table~~other independent health plans. Claims are priced based on a percentage of ~~Contents~~

~~Advantage health plans, property and casualty carriers via their bill review vendors, and TPAs. It is~~savings identified. The services also are integrated into MultiPlan's network pricing and analytics-based services so ~~is used by many~~the majority of ~~the~~ customers ofbenefit from our ~~primary and/or complementary networks.~~

~~Clinical Audits (pre- and post-payment).~~ ~~Clinical Audits deploys payment~~pre-payment integrity analytics backed by expert clinical review to evaluate the cost and clinical appropriateness of inpatient and other facility charges before or after they are paid. Specific audits include itemized bill review, medical necessity short stays and hospital bill audits. This service is used by commercial, Medicare Advantage, Managed Medicaid and state Medicaid payors.

~~Data Mining (pre- and post-payment)~~. Data Mining deploys artificial intelligence based payment integrity analytics combining industry-accepted rules and plan-specific policies to identify potential or actual overpayments associated with claim adjudication errors, billing errors and contract language, as well as their root causes. This service is used by commercial, Medicare Advantage, Managed Medicaid and state Medicaid payors.

services.

Coordination of Benefits and Subrogation Services (pre- and post-payment). Coordination of Benefits identifies payments that should have been made by a health plan member's other health insurance coverage (for example, if the member's spouse has coverage through another employer-sponsored plan). ~~Outcomes include validation of coverage status, recovery of claims paid in error, and updated eligibility data. This service is used by commercial, Medicare Advantage and Managed Medicaid payors.~~

Subrogation Services ~~(post-payment). Subrogation Services identifies~~identify payments made related to an accident that are the responsibility of another responsible third party. ~~Outcomes include case identification, validation, management~~The services use data, technology and ~~recovery of claims~~highly experienced staff to identify cases, validate coverage status, report or recover dollars paid in ~~error. Available as an outsourced service or inhouse technology, this service is~~error, and assist with root cause correction to avoid future potential overpayments. Subrogation services are also available in a Software-as-a-Service ("SaaS") model. These services are used by ~~at-risk~~ commercial, Medicare Advantage and Managed Medicaid ~~payors.~~Payors and depending on the service are priced based on a percentage of savings identified and/or recovered, per member per year, or per member with primary coverage identified.

Data Mining and Clinical Audits (post-payment). Data Mining deploys payment integrity analytics combining industry-accepted rules and plan-specific policies to identify overpayments associated with claim adjudication errors, billing errors and contract language, as well as their root causes. Findings are returned to the Payor for action. Clinical Audits utilize clinical subject matter experts to review medical records related to a claim to ensure that the claim was billed and coded appropriately. Clinical audits include Diagnosis Related Group validation, medical necessity short stay review, itemized bill review, and hospital bill audit. These services are used by commercial, Medicare Advantage, Managed Medicaid and state Medicaid Payors and are priced based on a percentage of savings identified and/or recovered. Depending on the engagement, some clinical audit programs may be priced based per claim reviewed.

~~Our~~ Revenue Integrity Services. Targeting issues unique to Medicare Advantage Payors, these services use data, technology, and clinical expertise to identify and restore underpaid premiums, and to improve accuracy of future premiums paid to Medicare Advantage plans by CMS. There are three services currently offered, ~~each specific to Medicare Advantage payors.~~

typically used in combination: Medicare Secondary ~~Payer.~~ ~~Medicare Secondary Payer~~Payor interfaces with CMS to confirm member eligibility records for primacy, correct inaccuracies, and help restore and preserve underpaid premium ~~dollars.~~

dollars; End Stage Renal ~~Disease.~~ ~~ESRD identifies~~Disease ("ESRD") analyzes claim data to identify Medicare Advantage plan members with missing ESRD statuses at CMS and works with dialysis ~~centers~~providers and CMS to correct the ~~statuses~~statuses; and ~~help restore and preserve underpaid premiums.~~

Part D ~~OHI. Launched in late 2020, Part D OHI~~Other Health Insurance ("OHI") leverages analytics to identify Medicare Advantage plan members where the Part D Pharmacy Coverage on file with CMS is ~~inaccurate. Updates correct~~inaccurate and effectuates corrections with CMS. The updated Part D information ~~directly to the CMS source file to improve~~improves compliance, efficiencies and member satisfaction. These services are priced based on a percentage of the CMS premiums restored to the Medicare Advantage Payor. Part D OHI is priced per validated member with other primary Part D coverage.

Mission and Growth Strategy

~~MultiPlan operates~~According to the Peterson-Kaiser Family Foundation Health System Tracker, at an estimated $12,000 per person, the United States has the highest per capita healthcare spend among the 11 high income countries. Yet, in terms of healthcare quality and efficacy, we rank last. Our mission is to deliver fairness, efficiency and affordability to U.S. healthcare, and our services, data, technology, expertise and connectivity are aimed at addressing this dichotomy. We have historically focused on two of the ~~healthcare market, which continues~~three levers Payors can use to ~~grow each year as~~manage medical spend: lowering per-unit costs related to administrative overhead, and improving billing and payment accuracy. For the most part, we also have focused on spend associated with out-of-network utilization although in 2014 we began to offer payment integrity services designed to add value for a ~~result~~Payor’s in-network claims.

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Our growth ~~in services and technology. MultiPlan works on the front lines of these trends, working to reduce healthcare costs, and has established itself as a leader in the Payor Out-of-Network segment. With~~strategy leverages our ~~decades-long strategic~~longstanding relationships with ~~payors, we believe that we can further deepen our relationships with payors by providing new products~~Payors and ~~services that address additional cost savings opportunities. Further, with our~~extensive proprietary data and algorithms ~~we have~~to not only accelerate our shift to in-network claims, but also to develop a ~~growth opportunity~~beachhead for expanding our value to ~~expand into services~~other Payor functions that ~~support our payors,~~service their plan members and the providers that service those members. The strategy has three components being executed simultaneously: Enhance, Extend and ~~consumers to service the healthcare market more completely. We intend to seize the opportunity to address a larger market and grow our revenues by executing our enhance, extend, and expand strategy.~~Expand.

The first part of our strategy is enhancing ~~the platform~~ our platform. We do this by improving and innovating upon our existing ~~core~~ products ~~through~~to deliver more value on the claim volume we already receive from existing customers. We have and continue to make investments in combining proprietary data with third party data, ~~further deploying~~and in advanced technologies such as artificial intelligence and machine learning ~~and increasing cross selling~~to improve service performance. We also have invested in sales resources to heighten cross-selling activity with ~~our payor~~existing customers.

The second element of the strategy is extending ~~the platform~~ our platform. We do this by deepening penetration in ~~under-performing~~ customer ~~segments. The~~segments we consider to be large markets where we either develop or acquire capabilities to address an unmet client need. Our initial target segments are ~~the~~a Payor’s in-network ~~cost management product segment,~~claims, government programs such as Medicare Advantage and Managed Medicaid, TPAs and ~~P&C.~~the Property and Casualty sector. We leverage sales and product development initiatives, both organic and through acquisition, to execute on this part of the strategy. Our acquisitions of HST in 2020 and Discovery Health Partners in 2021 are two examples of our work on this strategy, both adding new services with HST focused on TPAs and their employer customers and Discovery significantly increasing our footprint with in-network claims for commercial plans as well as Medicare Advantage and Medicaid plans.

The third element of the strategy is to expand ~~the~~ our platform ~~by adding~~to new business models tothat deliver value-added, primarily Payor-centric services for ~~our~~ providers and healthcare consumers. ~~This strategy is a natural progression~~We expect to execute on this component through corporate and business development efforts, and believe we are well positioned given the 1.2 million healthcare providers we have under contract and the more than 60 million consumers ~~who~~estimated to have access to MultiPlan's services. Our data, algorithms and service components can be leveraged by ~~MultiPlan,~~us, our ~~payor~~Payor customers, and partner software companies to tackle some of providers' and consumers' biggest pain points, such as transparency of patient medical bills and consumer financing of medical expenses.

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Markets

We work with healthcare payors in the commercial healthcare, government healthcare and property and casualty markets. Substantially all of MultiPlan's services are available in all 50 U.S. states and the District of Columbia. All services are available to all applicable customers regardless of geographic location, company type or size.

~~Group~~Commercial Health

~~The rising cost~~Commercial healthcare accounted for about 28% of ~~healthcare to employers~~the total $4.1 trillion medical spend in 2020. Commercial health plans are offered either as an insured program where the plan sponsor – typically an employer – and its members pay a ~~focus~~monthly premium and the insurer pays the medical costs from those premium dollars, or as self-insured plans funded by the employer/plan sponsor and its members from a pool of funds earmarked for this purpose. Self-insured plans typically are administered by insurance companies or TPAs. Often, particularly for the national insurers, this "Administrative Services Only" ("ASO") business is larger than the at-risk insured business. In the quarter ended September 30, 2021, consistent with MultiPlan’s revenue mix, the four largest publicly-held commercial health insurers reported that 80% of their membership was in self-insured plans.

MultiPlan services benefit both fully-insured and self-insured health plans. We work with fully-insured plans directly, including national insurers, Blue Cross and Blue Shield plans, provider-sponsored and independent health plans. Because these entities are responsible for paying for medical claims, they are typically focused primarily on ~~slowing the growth of healthcare expenditures are increasing the importance of~~ cost management and billing and payment ~~integrity solutions such~~accuracy with member features given less emphasis. These plans favor MultiPlan’s Analytics-Based Services, and in particular RBP, over Network-Based Services.

We work with self-insured plans primarily through their plan administrators, which include the same types of companies as ~~those offered by MultiPlan. The demographic shifts caused by an aging population~~well as TPAs and sometimes the employers/plan sponsors themselves. Over 85% of our 2021 revenues are ~~expected~~attributed to ~~lead~~self-insured plans we service through their payors or directly. According to ~~more utilization while increased treatment sophistication will drive the~~a Kaiser Family Foundation's Employer Health Benefits survey, healthcare premiums exceeded $22,000 in 2021, with employees paying nearly $6,000 toward their cost of care. Self-insured plan sponsors are responsible for paying medical claims as well as for the satisfaction of their plan members. In a tight employment market, particularly with large employers, choice of benefits and member satisfaction concerns may have equal or more weight than medical cost. This leads to the need for Payors to offer variety in plan designs, and according to Kaiser Family Foundation, over two-thirds of large employers offer at least two benefit plan options to their employees. Consequently, these plans often include Network-Based Services in their service hierarchies and/or use the "standard" VDHP services that integrate the professional PPO network in order to generate savings for both plan and plan member. Larger Payors servicing self-insured plans also have extensive customized processing logic to support plan design variability as the labor market shifts, and one such customer has well over 100,000 such rules in place.

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The commercial health segment also includes individual health plans which are always insured, and may or may not be sold through the Affordable Care Act exchanges. MultiPlan supports individual plans through the insurance companies offering these plans, and does not sell to the individual directly.

Government Programs

~~Government~~This market segment includes Medicare, Medicaid, TRICARE, Federal Employees Health Benefits, Veterans Administration and other federal health programs ~~with growing member bases increasingly require~~(state and municipal government health plans typically are managed as commercial plans). Commercial insurers and health plans also participate in this market segment, but there also are Payors that operate government plans exclusively. Most, but not all, of MultiPlan’s commercial healthcare services also are of value to Payors of government programs.

Medicare Advantage. Medicare Advantage ("MA") plans serve the Medicare-eligible population in a private plan alternative to traditional Medicare. Kaiser Family Foundation reports that enrollment in MA plans more than doubled over the last decade. As of 2021, an estimated 26 million people were enrolled in MA plans, comprising 37% of the total Medicare population. The population grew from about 21.6 million, or 36% of the total 60 million Medicare enrollees in 2020. MA Payors have a greater need for billing and payment accuracy than they do cost management, because healthcare prices largely are set. With the dramatic growth this segment has and continues to see, there is heightened competition which also drives the need for assistance in building network access. Today, these Payors use MultiPlan’s payment and revenue integrity services, and ~~we have recently leveraged our~~also may outsource some portion of their provider network ~~and payment integrity assets~~development to ~~compete in the Medicare, Managed~~ MultiPlan.

Medicaid and ~~other public sector markets. The~~Managed Medicaid. An estimated 76.3 million people were enrolled in Medicaid and 6.9 million were enrolled in CHIP (Children’s Health Insurance Program) plans as of June 2021. This reflects growth of 12.3% and 3.2%, respectively, over June 2020 figures. At 2019, 83% of Medicaid enrollees were in a managed Medicaid program. Enrollment has been growing as a result of the Medicaid expansion allowed under the Affordable Care Act, related regulations and administrative actions, and an aging population are driving increased membership in state and federal government funded health insurance programs. Membership in Medicare is growing by an estimated 10,000 people every day, and as of December 31, 2020,Act. To date, 39 states and the District of Columbia have expanded or have committed to expand their Medicaid ~~expansion~~programs. The most recent growth is likely attributable to Families First Coronavirus Response Act ("FFCRA"), which created a temporary increase in the Medicaid Federal Medical Assistance Percentage ("FMAP"). As with MA, MultiPlan’s services in this segment are primarily limited to payment integrity services with some custom network development also of use to bidders winning state Medicaid business under a request for proposal ("RFP").

Other Programs. We have a history of developing custom networks for TRICARE and Veterans Administration programs. These are RFP driven and MultiPlan partners with one or more Payors bidding on the ~~Affordable Care Act. With over 80%~~business.

Property and Casualty

This market segment includes payors of ~~Medicaid enrollees receiving~~the medical services ~~through managed care~~arising from work-related injuries and auto accidents, as well as other types of property and casualty insurance. There is little overlap between the commercial and government Payors and those in ~~2018, Managed Medicaid penetration is also expected~~this segment. Often the insurers are serviced by third parties that perform bill review services which include access to ~~increase as a result of Medicaid expansion.~~provider networks. We typically work with these service providers versus the carriers directly.

Workers' ~~Compensation~~

Compensation.Workers' compensation insurers must pay both the indemnity costs and the medical costs associated with an injured worker. Recent trends in medical cost inflation have become a major driver in the overall cost growth for workers' compensation insurers. Medical services today constitute about 60% of workers' compensation claims costs, up from 40% in the early 1980s. Rising medical costs have increased focus on cost management measures for the medical portion of workers' compensation insurance ~~claims through~~claims. We provide network access and pre-payment integrity services to these Payors. Our analytics-based ~~cost reductions and improved payment accuracy.~~services are used to a lesser extent, primarily because the majority of states have established fee schedules which providers expect to be reimbursed from, in the absence of a network contract that provides other benefits to the Payor.

Auto ~~Medical~~

Medical.Auto insurance carriers face ~~both~~ costs from auto damage and medical claims. Economic losses for bodily injury liability claims increased 10% annually from 2012 – 2017, well above the 3% annual medical inflation rate, with medical expenses accounting for 79% of claimed losses. ~~Given anticipated~~With ongoing medical cost inflation, this trend is expected to continue into the future. ~~Similar~~MultiPlan’s value in this segment is similar to the ~~aforementioned markets, the increasing costs~~Workers’ Comp segment – network access and payment integrity services primarily, with some interest in analytics-based services where state fee schedules are ~~driving auto insurance carriers~~not in place.

Customers

MultiPlan works directly with Payors to ~~seek out~~manage medical cost ~~management~~and billing and payment accuracy ~~solutions~~ for their own fully-insured health plans, and for their Administrative Services Only ("ASO"), self-insured employers/plan sponsors. We estimate that in 2021 our Payor customers served over 100,000 employers/plan sponsors actively using our services through the ~~medical cost portion~~ASO channel, which generated over 85% of ~~auto insurance claims.~~our combined Network and Analytics revenues in 2021. Within the ASO channel, the top 10 plan sponsors represent less than 20% of our combined Analytics and Network revenues in 2021. We also indirectly service

~~Customers~~

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~~Our customers are payors, such as large~~consumers accessing healthcare services through commercial and government health plans or property and casualty policies. An estimated 60 million consumers have access to our services through their health plans. In aggregate, we serve a diverse customer base comprised of national and regional insurance companies, Blue Cross and Blue Shield plans, provider-sponsored and independent health plans, TPAs, self-insured health plans, Property and Casualty bill review companies ~~Taft-Hartley plans~~ and other ~~entities that pay medical bills~~companies involved in the ~~commercial healthcare, government, workers' compensation and auto medical markets.~~ claim adjudication process.

We believe that we have strong relationships with our customers, which include substantially all of the largest health plans. WeThe loss of the business of one or more of our larger customers could have a ~~diversified customer base and long-standing relationships with~~material adverse effect on our ~~top customers.~~results of operations. Our ~~two~~three largest customers accounted for approximately ~~35%~~34%, 19% and ~~20%~~10%, respectively, of our ~~full~~revenues for the year ~~2020 revenues.~~ended December 31, 2021. Contract terms with larger customers are often three and as many as five years, while mid- to small-sized customer contracts are often annual and typically include automatic ~~one year~~one-year renewals. However, we continue to experience high renewal rates and our top ten customers based on full year ~~2020~~2021 revenues have been customers for an average of 25 years. Our customer relationships are further strengthened by high switching costs ~~for our customers~~ as MultiPlan is ~~both~~ electronically linked to customers in their time-sensitive claims processing functions, and ~~its~~we support highly flexible benefits offerings to an extensive group of customers who often feature a MultiPlan logo ~~is often featured~~ on ~~commercial customers'~~ membership cards when networks are used.

Network

As of December 31, ~~2020,~~2021, our network includes over ~~1,200,000~~1.2 million healthcare providers. ~~MultiPlan's~~Our team of approximately 100 network development professionals manages these network relationships across our Primary and Complementary PPO Networks. For both networks, the team is responsible for strengthening our existing relationships with these providers. For existing providers, the goal of the network development team is to help providers maintain participation across products as well as increase the discounts the providers extend to our customers that utilize our provider networks.

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In addition, the network development team is responsible for executing new contracts with providers that are not currently affiliated with our networks, either under our own contracts or on behalf of a payor that seeks to outsource its network development function. We strategically grow the number of providers that participate across all network product lines so we can continue to increase the value we provide to our customers. The network development team manages a sophisticated program of data mining, profiling, recruiting and ultimately contracting with new providers. An incentive driven pay-for-performance plan measures and rewards the success of our network development team.

Sales and Marketing

Our largest customers are serviced by a team of national account managers and senior executives responsible for continued growth of the relationship. The account team partners strategically with our customers, leveraging our Healthcare Economics unit to mine the customer's data and proactively present opportunities to the customer to improve performance and competitive position. This team also delivers account service, including daily claims management, ~~requests for proposal,~~RFPs, service inquiries and other marketing and operational support functions. The national account managers are compensated with a base salary plus bonus linked to customer retention.

The majority of our customers are serviced by a dedicated team of account managers and account service professionals organized into three market-focused departments — ~~Commercial~~ Health Plans (commercial and government), TPA/Employer, and Property and ~~Casualty, and Government.~~Casualty. These teams also include sales professionals responsible for new customer acquisition. The market-focused account managers are responsible for relationship management as well as for growing revenue through expanded use of services. They are compensated with a base salary plus a bonus and commission based on customer retention and revenue from upselling new products. The sales professionals are compensated with a base salary plus commission based on revenue from new customers. Sales and upselling efforts are supported by a marketing team which generates leads, builds brand awareness, implements and educates customers and develops proposals.

Information Technology

We believe that our IT platform provides us with a substantial competitive advantage. We have made significant investments in upgrading our IT infrastructure enabling us to automatically process significantly more transactions with greater accuracy and greatly improving our capacity to continuously serve our customers. Our IT is certified under HITRUST, NIST and AICPA SOC programs and in May 2020, we were rated at the top of our peer group by BitSight, an IT security rating organization. Our proprietary network repricing application is capable of returning approximately 99% of repriced claims to our ~~payor~~Payor customers on the same day. In ~~2020,~~2021, our ~~payment~~pre-payment integrity and reference-based pricing services returned 99% and 97%, respectively, of claims within one day. Our proprietary negotiation application features portal technology with electronic signature acceptance, sophisticated claim distribution and prioritization algorithms enhanced with machine learning. We have implemented connectivity via EDI or direct integration using web services with all of our top customers. During ~~2020,~~2021, nearly all of the claims processed in our system were received via EDI or direct web service integration. As we process more claims

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through EDI and direct web service integration, our substantial back office interconnectivity significantly reduces complexity and the number of processing errors. Because our IT platform is scalable, it is generally able to absorb substantial increases in volume at minimal marginal costs.

In addition to its high levels of security and throughput, our IT platform is enhanced with access to over three petabytes of structured data and 12 petabytes of total structured and unstructured data. The data reflects about one billion claims, growing steadily through the approximately 525,000 claims we process every day. As of December 31, 2021, the Company had the capacity to increase processing capacity three-fold with the current infrastructure.

Competition

~~MultiPlan's~~Our competitors vary by service as follows.

Analytics-Based ~~Services~~Services.. MultiPlan competes with a variety of medical cost management companies for negotiation, ~~and~~ reference-based pricing and surprise billing services. We compete for these services on the basis of savings effectiveness, provider acceptance, and plan member satisfaction. ~~Workflow~~Our workflow and claim processing technology, user interaction and analytic algorithms are key competitive advantages. MultiPlan's competitors for these services typically ~~include Zelis and~~are reference-based pricing ~~services~~services. They can be classified as programs intended to partially or fully replace networks, such as 6Degrees, AMPS, ~~ClearHealth Strategies,~~ ELAP Services and ~~PayerCompass.~~Payer Compass, and those primarily accessed behind a full network, such as Zelis, ClearHealth Strategies and Naviguard.

Network-Based ~~Services~~Services.. We compete directly with other independent PPO networks, which are primarily regional, and with PPO network aggregators. We compete with independent PPO networks primarily on the basis of network discounts and access, but also on the basis of quality, independence and price. ~~MultiPlan's~~Our nationwide Primary PPO Network is NCQA accredited, which we believe provides assurances to payors and consumers regarding the quality of the providers in our network. Because some independent PPO networks are owned by large commercial ~~payers,~~payors, our customers may prefer to purchase PPO network services from a fully independent vendor. PPO aggregators offer national access by patching together third-party networks, in some cases including MultiPlan's network. While aggregators rely on third-party networks, MultiPlan's

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network features direct contracts with 98% of its participating providers. MultiPlan's competitors for these services typically include First Health, TRPN, and Zelis.

Payment and Revenue Integrity ~~Services~~Services. . We compete with a variety of larger and smaller vendors of payment and revenue integrity services. Our Payment Integrity solutions compete on the basis of analytic breadth and depth, human expertise and scope. Virtually all payment integrity competitors originated as post-payment specialists and to varying degrees have migrated services to a pre-payment modality, while our services were built to focus on examining claims before payment occurs and now, with the recent acquisition of DHP, we have a broader capability to address post-payment integrity. Our Revenue Integrity solutions compete on the basis of identification and assistance in restoration and preservation of underpaid premiums from CMS caused by member eligibility and status errors. ~~MultiPlan's~~Our competitors for these services typically include Change Healthcare Inc., Conduent, Cotiviti, Inc., Optum, SCIO and The Rawlings Group.

Government Regulations

We believe that each of MultiPlan's service offerings bears less risk than other healthcare businesses that bear insurance risk and bill federal healthcare programs or directly provide care. While we support our customers that are regulated entities, we generally are not directly regulated orand face significantly lower levels of regulatory complexity. We function as a transaction processor and we believe we have limited risk for services or billing.

MultiPlan does not deliver ~~health care~~healthcare services, provide or manage healthcare services, provide care or care management. We do not bear insurance, underwriting, payment, malpractice or reimbursement risks, nor do we adjudicate or pay claims. Our business is compensated directly by private payor customers, not by Medicare, Medicaid or other government healthcare programs. In some instances, we provide services to payors that contract directly with a federal or state agency. In those instances, we may be subject to certain federal and state law requirements associated with those programs as a First Tier, Downstream or Related entity (FDR). As an FDR to these customers, we are subject to requirements which prohibit an individual or entity who has been convicted of program-related crimes or other violations from providing services to, or receiving payment from, government healthcare programs. As an FDR, we are subject to affirmative legal obligations, as well as contractual requirements with our customers, to check the exclusion status of the individuals and entities we employ against lists of excluded individuals and entities prior to entering into employment or contractual relationships with them, and to periodically re-check such lists thereafter, or run the risk of liability under civil monetary penalties laws or a breach of our contractual obligations. We are also required to provide access to contracts, books and records pertaining to services performed in connection with federal or state agency contracts. A failure to comply with ~~those~~FDR requirements or violations of healthcare

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laws could subject us to audits, corrective actions, contract terminations, criminal or civil penalties, debarment or exclusion from government health care programs.

We are, however, subject, either directly or indirectly through our customer relationships, to federal and state laws and regulations governing privacy, security and breaches of patient information and the conduct of certain electronic health care transactions, including, for example, HIPAA, which imposes rules protecting individually identifiable health information and setting national standards for the security of electronic PHI. We are a "Business Associate" (as defined by HIPAA) of our customers. As such, we must comply with all applicable provisions of HIPAA, including the HIPAA Security Rule and applicable provisions of the HIPAA Privacy Rule and the Breach Notification Rule. Violations of such provisions may result in civil monetary penalties, resolution agreements, monitoring agreements, and, in certain circumstances, criminal penalties including fines and/or imprisonment. HIPAA also authorizes state attorneys general to file suit on behalf of their residents. Although HIPAA does not create a private right of action allowing individuals to sue in civil court for violations, the laws and regulations have been used as the basis for duty of care in state civil suits such as those for negligence or recklessness in the misuse or breach of patient information. In addition to HIPAA, there are federal and state laws that protect types of personal information that may be viewed as particularly sensitive, including substance use information, genetic information, HIV/AIDS status, and mental health information. The Federal Trade Commission has also interpreted existing consumer protection laws to impose standards for the collection, storage, processing, use, retention, disclosure, transfer, disposal, and security of information about individuals, including health-related information. State privacy laws are changing rapidly. Massachusetts and New York, for example, have enacted regulations and statutes that require any entity that holds, transmits or collects certain personal information about their residents to adopt a written data security plan meeting the requirements set forth in the statute. In California, the CCPA, as amended by CPRA, provides California residents with a number of privacy-related rights and is more stringent in many respects than other state laws currently in effect in the United States. Further, there currently are also a number of proposals related to data privacy or security pending before federal and state legislative and regulatory bodies, including in a number of states considering consumer protection laws similar to those in California, Colorado and Virginia. These laws are contributing to increased enforcement activity and may also be subject to interpretation by various courts and other governmental authorities.

In addition, we are subject to certain state licensure and/or certification laws and other state and federal laws and regulations governing our operations and our products. Among other examples, contracts governing our relationships with healthcare providers may be subject to the federal Anti-Kickback Statute, federal False Claims ~~Law~~Act and comparable state laws, as well as state laws prohibiting fee-splitting and the corporate practice of medicine and state and federal laws regarding transparency. The federal False Claims Act, for example, prohibits knowingly submitting or causing to be submitted false claims or statements to the federal government, including to the Medicare and Medicaid programs. The law contains whistleblower provisions, which allow private individuals to sue on behalf of the federal government, alleging that the defendant has defrauded the federal government. The government has used the FCA to prosecute Medicare and other government healthcare program fraud such as billing for services not provided, coding errors, and providing care that is not medically necessary or that is substandard in quality. In addition, the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act. States have similar false claims act laws. Failure to comply with such laws can result in civil or criminal liability such as penalties, fines, and/or exclusion from federal healthcare programs. Furthermore, we may be subject to some state laws regulating the ability of PPOs to allow broad access to their provider networks. We may directly or indirectly be subject to state and federal regulation regarding the payment of ~~out of network~~out-of-network claims, including regulations regarding the determination of payment amounts and what data and other factors are permitted to be used by commercial health payors and other payors in making such determinations, as well as regulations targeting surprise billing and requiring transparency.

For example, effective January 1, 2022, the ~~Consolidated Appropriations Act, 2021,~~NSA prohibits certain out-of-network providers from charging patients an amount beyond the in-network cost sharing amount for services rendered, subject to limited exceptions. For services for which ~~was signed into law on December 27, 2020, included~~balance billing is prohibited, the No Surprises Act, which will necessitate new compliance efforts by group health plans and health insurance issuers offering group or health insurance coverage and may require changes to the conduct of our business or operations. The law requires such plans and issuers that provide benefits with respect to emergency services to provide coverage for emergency services provided by non-participating providers and emergency facilities without imposing prior authorization requirements, more restrictive coverage limitations or greater cost-sharing requirements than would apply if the emergency services were provided by participating providers or emergency facilities. The law enables non-participating providers or facilities and such plans and issuers to address payment disputes for certain claims through a 30-day open negotiation period or, if such negotiations fail throughNSA establishes an independent dispute resolution ~~process. The No Surprises Act will also require new compliance efforts by non-participating~~("IDR") process for providers and facilities. For example, beginning in 2022, the law prohibits the imposition of cost-sharing requirements by non-participating providers providing items and services in participating facilities if certain notice and consent requirements are not satisfied, including the provision of information, such as a good faith estimate of potential charges, at least 72 hours before the individual receives out-of-network items or services.payors to handle payment disputes that cannot be resolved through direct negotiation. The law ~~will be~~is being implemented through ~~regulations~~IFRs issued on July 13, 2021 and October 7, 2021 by the U.S. Department of Health and Human Services and other governmental entities. The IFRs provide that, establish an independent dispute resolution process and a methodology for calculating median contract rates, which are referred to in the law as "qualifying payment amounts." Certified independent dispute resolution entities must consider these qualifying

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~~payment amounts (market adjusted for the Consumer Price Index)~~ when making a payment determination, asthe IDR entity must begin with the presumption that the QPA is the appropriate out-of-network rate for the service at issue. The IDR entity must select the offer closest to ~~which proposed payment amount (either provider's~~the QPA unless the provider or ~~payor's)~~payor submits credible evidence that clearly demonstrates the QPA is materially different from the appropriate out-of-network rate. The additional factors that may be considered by the IDR entity are secondary to ~~select. Regulations will also create a process for auditing group health plans~~the QPA. The IFRs are currently subject to several legal challenges, and ~~health insurance issuers~~it is difficult to ~~ensure that plans and coverage are in compliance with~~predict the outcome of efforts to challenge or modify the IFRs or how such ~~requirements.~~

challenges may affect our enhancements or offerings within our Analytics-Based Services category.

We may directly or indirectly be subject to regulation in some states governing the submission of true and accurate claims, or regarding the application of payment integrity edits to claims, including regulations impacting what data and other factors are

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permitted to be used by commercial health payors and other payors in making such determinations. Our services may directly or indirectly be subject to state regulations specifically covering certain categories of clients, such as workers compensation insurers and auto medical insurers. We regularly monitor legislative and regulatory activity in all states and at the federal level that could impact any of the products we offer in all relevant market segments. In addition, we are committed to supporting our clients in meeting their regulatory obligations, so we work cooperatively with them in establishing processes and procedures that comply with applicable requirements.

While we believe that we are in compliance with such laws and regulations and we will undertake efforts to comply with new laws and regulations, once effective, a failure to comply with these laws and regulations could adversely affect our contractual relationships and possibly expose us to civil or criminal sanctions by federal or state authorities. Please see the section entitled "R~~isk~~Risk Factors — Risks Related to our Business and ~~Operations.~~Operations."

Human Capital

Our employees are our most critical assets. Our ability to achieve our strategic objectives, deliver high quality customer service, drive operational excellence and deliver strong financial performance is only achievable through the talent, expertise, and dedication of our team. The long-term success and continued growth of our business depends in large part on our ability to attract, reward, retain, and develop diverse, talented, and high-performing employees at all levels of our organization.

We employed approximately ~~2,000~~2,400 people as of December 31, ~~2020,~~2021, substantially all of whom are full time employees and none of whom are covered by unions. We believe that we have a good relationship with our employees.

The following are some of the significant investments we make in our employees and their development:

Compensation and Benefits. We offer competitive pay, and a robust benefits package, including healthcare benefits, flexible spending accounts, life insurance, short-term and long-term disability plans, a generous Paid Time Off (PTO) policy, and a 401(k) Plan with employer match. We also offer voluntary wellness programs which can result in reduced benefit premiums, employee assistance programs, tuition assistance programs, voluntary benefits programs (including home & auto insurance, pet insurance, legal services, etc.), summer hours and employee referral programs.

In addition, children of eligible full-time employees may qualify for the MultiPlan scholarship program.

Through our MultiPlan Helping Hands program (formerly named MultiPlan ACTS), we are able to provide financial assistance for employees experiencing hardship; the program is funded 100% from employee donations and is administered by the Helping Hands Committee, comprised of MultiPlan employees.

In response to the COVID-19 pandemic, MultiPlan established the One MultiPlan Fund. Established by MultiPlan and funded in part by employee donations, the One MultiPlan Fund provides direct assistance to colleagues facing financial hardship due to the COVID-19 pandemic.

MultiPlan also continues the PTO Donation Program that enables employees to donate their accrued paid time off to a general pool to be used by fellow colleagues who are experiencing a financial hardship due to a medical emergency or due to a major disaster (as declared by the President of the United States), and who have exhausted all paid leave available to them.

Health and Safety. The physical and mental health of our employees is vital to our success. We sponsor a wellness program designed to enhance physical and mental well-being for all of our employees. Throughout the year, we encourage healthy behaviors through regular communications, educational sessions, voluntary progress tracking, wellness challenges, and other incentives.

As the COVID-19 pandemic unfolded, we responded quickly by enabling our teams to work remotely to ensure the health and safety of our employees, while continuing to provide uninterrupted service to our customers. We implemented a COVID-19 global task force to prioritize our pandemic response, and, in 2021, we began a phased re-opening plan, implementing a number of safety and social distancing measures in our sites to protect the health and safety of our employees who chose to return during the initial phases. With the identification of the Delta and Omnicron variants, our re-opening plans slowed and we generally remain in a voluntary return to work posture. As the pandemic continues, we remain committed to our plan for staged office reentry when safe to do so. Additionally, we are focused on supporting access to COVID-19 vaccines for our employees, including by providing additional paid time off to facilitate employees’ ability to receive their vaccinations. We continue to provide communications and information to our employees through an internal Coronavirus Information Center, all with the goal of keeping our employees and communities healthy, safe and informed.

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Diversity Inclusion and Belonging.We strive to create a workplace that fosters mutual respect and collaboration, where talented individuals from all backgrounds, perspectives and abilities can participate and perform their best work. In 2020, we formed a Diversity, Inclusion and Belonging ("DIB") Governance Committee to establish, oversee and advance MultiPlan's DIB program. The committee seeks to champion and foster organizational changes with a dedicated focus on DIB priorities, to facilitate the integration of the DIB program with ~~the Company's~~our corporate objectives and values, to create accountability for program results and to engage and communicate with the MultiPlan community on all DIB efforts.

In 2021, employees completed a survey providing insight on individual perceptions of our commitment and performance on DIB, with the results shared with all employees. As part of the annual training initiatives, employees are asked to complete five hours of DIB training, including a course provided by the Company plus additional hours selected from other DIB educational resources provided by us or other outside opportunities chosen by the employee. In addition, employees were invited to take a pledge to support our efforts to positively impact its employees and local communities, and to foster a culture of mutual respect for individuals from all backgrounds, perspectives, and abilities.

MultiPlan partners with America's Job Exchange, in the recruiting process, to ensure job postings are distributed to diversity websites to expand visibility to individuals seeking employment opportunities from a wide variety of backgrounds. We also partner with local CareerOneStop services for ~~outreach~~outreach.

Learning and ~~participate in job fairs.~~

Development.

The Company offers competitive pay, and a robust benefits package, including healthcare benefits, flexible spending accounts, life insurance, short-term and long-term disability plans, a generous PTO policy, and a 401(k) Plan with employer match. We also offer voluntary wellness programs which can result in reduced benefit premiums, employee assistance programs, tuition assistance programs, voluntary benefits programs (including home & auto insurance, pet insurance, legal services, etc.), summer hours and employee referral programs. In addition, children of eligible full-time employees may qualify for the MultiPlan scholarship program. Through our MultiPlan ACTS program, we are able to provide financial assistance for employees experiencing hardship; the program is funded 100% from employee donations and is administered by the ACTS Committee, comprised of MultiPlan employees.

We believe that education is essential to MultiPlan employees’ professional growth and our organization's success. To support this belief, our Corporate Education Department offers many learning opportunities beginning with our new employee orientation and continuing with our ongoing operational, compliance and ~~compliance~~DIB training plus a variety of optional courses to help employees further their career development on topics such as: business management, personal productivity and working with teams.

Talent Management.

We also believe that it is important to foster employee feedback and recognition. We utilize our MultiSTAR: MultiPlan Service Talent Achievement & Reward program to allow colleagues an opportunity to acknowledge co-workers for their great work and to recognize their professional accomplishments.

Community Giving. Each MultiPlan office has a Charitable Giving Committee that holds charitable activities throughout the year, and we maintain a MultiPlan Matching Gifts Program. We have continued to focus on our giving efforts even while working remotely during the ongoing COVID-19 pandemic.

Corporate History and Background

Our predecessor was founded in 1980 as a New York-based hospital network, but we are by no means just a network company. We evolved both organically and through acquisitions from that regional network to a leading independent national PPO player, and then to a data- and technology-driven provider of cost management, payment and revenue integrity services company. Other notable acquisitions, in addition to the recent acquisitions of HST and Discovery Health Partners, were BCE Emergis Corporation, in 2004, which extended network access nationally and added a negotiation services platform; Private Healthcare Systems, Inc., in 2006, which added a National Committee for Quality Assurance (NCQA)-accredited, national primary PPO network; Viant, in 2010, which added analytics-based services and additional network access including for Medicare Advantage and Medicaid plans; NCN, in 2011, which added the Data iSight pricing service; and Medical Audit and Review Solutions, in 2014, which added pre-payment integrity services.

Churchill Capital Corp III (formerly known as Butler Acquisition Corp), was incorporated in Delaware on October 30, 2019 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

On July 12, 2020, Churchill entered into the Merger Agreement by and among First Merger Sub, Second Merger Sub, Holdings, and MultiPlan Parent. On October 8, 2020, the Merger was consummated and the Transactions were completed. In connection with the Transactions, Churchill changed its name to MultiPlan Corporation and The New York Stock Exchange ticker symbols for its Class A common stock and warrants to "MPLN" and "MPLN.WS", respectively.

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Churchill, accompanied by a recapitalization. The net assets of Churchill were recognized at fair value (which were consistent with carrying value), with no goodwill or other intangibles recorded. See Note 4, The Transactions of the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K, for further information on the Transactions.

Available Information

~~MultiPlan was founded in 1980. MultiPlan which is the resulting parent company following the Transactions, is a Delaware corporation.~~ Our principal executive offices are located at 115 Fifth Avenue, New York, New York 10003 and our telephone number at that address is (212) 780-2000.

Our website is located at www.multiplan.us, and our investor relations website is located at www.investors.multiplan.us. No information contained on these websites is intended to be included as part of, or incorporated by reference into, this Annual

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Report on Form 10-K. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and our Proxy Statements, and any amendments to these reports, are available through our investor relations website, free of charge, after we file them with the SEC. We also provide a link to the section of the SEC's website at www.sec.gov that has all of the reports that we file or furnish with the SEC. Investors and others should note that we routinely announce financial and other material information using our investor relations website, SEC filings, press releases, public conference calls and webcasts. We use these channels of distribution to communicate with our investors and members of the public about our company, our services and other items of interest.

Item 1A. Risk Factors

RISK FACTORS

Our operations and financial results are subject to various risks and uncertainties that could adversely affect our business. You should consider carefully the risks and uncertainties described below, in addition to other information contained in this Annual Report on Form 10-K, including our consolidated financial statements and related notes.

The following risks and uncertainties are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. If any of the following risks or others not specified below materialize, our business, financial condition and results of operations could be materially and adversely affected. In that case, the trading price of our common stock could decline.

Summary of Key Risks

The following summary highlights certain of the principal risks and uncertainties included in the discussion of risk factors below. This is not a complete list of the risks set out in this section and readers are encouraged to review this section in its entirety for a more fulsome understanding of the risks and uncertainties that may impact the Company.

•Business and Operations Risks

◦The impact of the ongoing COVID-19 pandemic and related risks could materially affect our results of operations, financial position and/or liquidity.

◦Our success is dependent on retaining, and the success of, our customers as we depend on a core group of customers for a significant portion of our revenues.

◦If we are unable to preserve or increase our market share or maintain our PPO networks, our results may be adversely affected.

◦The market for our services is fragmented and competitive and we may not be able to maintain our competitive position in the market.

◦If competition or pricing pressures increase, our growth and profits may decline.

◦The inability of our customers to pay for our services could decrease our revenue.

◦Our PPO networks may experience decreases in discounts from providers, thereby adversely affecting our competitive position and revenue.

◦We depend on our providers to maintain the profitability of our business and expand our operations.

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◦If we do not continue to attract, motivate and retain members of our senior management team and qualified employees, or if we are unable to maintain sufficient qualified personnel, we may not be able to support our operations.

◦Pressure from healthcare providers, and/or changes in state laws, regarding access to preferred provider networks may adversely affect our profitability and ability to expand our operations.

◦We may be unable to achieve some or all of the operational, growth and other benefits that we expect to realize through our strategic plans.

◦We may not successfully enter new lines of business and broaden the scope of our services.

◦If we are unable to identify, complete and successfully integrate acquisitions, our ability to grow our business may be limited and our business, financial position and results of operations may be adversely impacted.

◦We may be unable to obtain additional financing to fund our operations or growth.

◦Changes in the healthcare industry could adversely affect us.

•Risks Related to Information Technology Systems

◦We depend on uninterrupted computer access for our customers and the reliable operation of our information technology systems; any prolonged delays due to data interruptions or revocation of our software licenses could adversely affect our ability to operate our business and cause our customers to seek alternative service providers.

◦Computer systems like ours could suffer security and privacy breaches or incidents that could negatively impact our business and reputation, harm both us and our customers and create liability.

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◦Failure to adequately protect the confidentiality of our trade secrets, know-how, proprietary applications, business processes and other proprietary information could adversely affect the value of our technology and products.

•Other Business and Operations Risks

◦~~We have identified two material weaknesses~~Changes in accounting principles may negatively affect our ~~internal control over financial reporting.~~ results of operations.

◦If ~~our remediation of these material weaknesses is not effective, or otherwise~~we fail to maintain an effective system of disclosure controls and internal ~~controls in the future, we may not~~control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be ~~able to accurately or timely report our financial condition or results of operations.~~

impaired.

•Risks Related to the Healthcare Industry and other Legal Regulations

◦We operate in an industry that is subject to extensive federal, state and local regulation. Changes in existing health care laws and regulatory interpretations on a state or federal level may adversely affect us.

◦New federal and state laws and regulations could force us to change the conduct of our business or operations or affect our ability to expand our operations into other ~~states.~~states or increase costs or delay or prevent the introduction of new or enhanced solutions or impair the function or value of our existing solutions, which could have a material adverse effect on our business, financial condition and results of operations.

◦Our use and disclosure of individually identifiable information, including health information, is subject to federal and state privacy and security regulations, and our failure to comply with those regulations or adequately secure the information we hold could result in significant liability or reputational harm.

◦Heightened enforcement activity by federal and state agencies may increase our potential exposure to damaging lawsuits, investigations and other enforcement actions.

•Risks Related to Indebtedness

◦Our level of indebtedness and current leverage may materially adversely affect our ability to raise additional capital to fund our operations and limit our ability to react to changes in the economy or our industry.

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◦Despite our current leverage, we and our subsidiaries may still be able to incur substantially more indebtedness, including secured indebtedness.

◦Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

◦Our debt agreements contain restrictions that limit our flexibility in operating our business.

•Risks Related to Our Common Stock

◦H&F and the Sponsor beneficially own a significant equity interest in us and their interests may conflict with usour or other shareholders' interests.

◦We are currently, and may in the future be, subject to securities or other stockholder litigation, which is expensive and could divert management attention.

◦Our charter designates a state court within the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit the ability of our stockholders to obtain a favorable judicial forum for disputes with us and may discourage such claims.

◦A significant portion of our Class A common stock is restricted from immediate resale, but may be sold into the market in the future, which could cause the market price of our Class A common stock to drop significantly.

◦~~We are currently and may in the future be subject to securities litigation, which is expensive and could divert management attention.~~

For a more complete discussion of the material risks facing our business, see below.

Business and Operations Risks

The impact of the ongoing COVID-19 pandemic and related risks could materially affect our results of operations, financial position and/or liquidity.

InThe COVID-19 pandemic has evolved from its emergence in December 2019 ~~a novel strain of coronavirus surfaced~~ and so has ~~spread to many countries. The resulting disease, COVID-19, has been characterized as a pandemic by the World Health Organization.~~its global impact. The global outbreak of COVID-19, including the continued identification of new mutations, has created significant volatility, uncertainty and economic disruption. The extent to which the COVID-19 pandemic impacts our business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including emergence of mutations of SARS-CoV-2, the ~~ultimate~~virus that causes COVID-19, and new variants of SARS-CoV-2, including any variants of the virus for which currently available vaccines, treatments, and tests may not be effective or authorized; the continued geographic spread and severity of the COVID-19 pandemic; the duration of the pandemic; business closures, travel restrictions, social distancing and other actions taken to contain and treat COVID-19; the effectiveness of actions taken to contain and treat SARS-CoV-2 ~~the virus that causes COVID-19,~~ and mutations thereof; the ~~administration~~availability, acceptance and effectiveness of vaccines for COVID-19, or other effective treatments for COVID-19, ~~the pace of which remains uncertain,~~ and ~~the efficacy of vaccines against new mutations;~~tests for COVID-19; the impact of the pandemic on economic activity; the extent and duration of the effect on healthcare demand and treatment patterns; the impact of government action on the healthcare industry and the broader economy, including through any future stimulus efforts or vaccine mandates; and any impairment in value of our tangible or intangible assets which could be recorded as a

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result of weaker economic conditions. For example in the first half of 2020, there ~~has been~~was a decrease in patient visits to hospitals and providers due to risk and fear of exposure to COVID-19, as well as decreases in, or temporary moratoriums on, elective procedures, which have been reimposed in some jurisdictions and may be reimposed in the ~~future.~~future in other jurisdictions. In addition, if the pandemic continues to create disruptions or turmoil in the credit or financial markets, or impacts our credit ratings, it could adversely affect our ability to access capital on favorable terms and continue to meet our liquidity and any acquisition financing needs, all of which are highly uncertain and cannot be predicted.

As the COVID-19 pandemic and any associated protective or preventative measures continue to spread in the United States and around the world, we may experience disruptions to our business. Risks and uncertainties presented or exacerbated by the ongoing effects of the COVID-19 pandemic, or any future pandemics, include the following:

•impact of the pandemic on our results and financial position due to the significant uncertainty in relation to the duration and challenges that the ongoing pandemic may have on the healthcare industry and us at this time, including increases in unemployment and reductions in participants covered by our customers' plans and related services;

•effects of new laws, including vaccine-or-testing mandates, and pandemic relief and economic stimulus measures on our and our customers' business;

•effects of pricing pressure and/or decreases in discounts from providers on COVID-19 related treatments;

•the inability of our customers to pay for our services;

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•the loss of key members of our management team;

•changes in our regulatory environment, including healthcare law and regulations;

•the ability to implement or expand information systems or network infrastructure, or expand our workforce, while shelter-in-place and other pandemic related restrictions are in effect;

•changes in our industry;

•heightened enforcement activity by government agencies, in particular with respect to government subsidized or funded COVID-19 treatments;

•interruptions or security breaches of our information technology systems, in particular while our and our customers' workforce are working remotely;

•the expansion of privacy and security laws;

•our ability to identify, complete and successfully integrate recent and future acquisitions; ~~and~~

•our ability to pay interest and principal on our notes and other ~~indebtedness.~~indebtedness;

•our ability to safely and successfully re-open our offices; and

•long-term effects on the nature of the office environment and remote working, which may present new operational challenges.

These risks and uncertainties and other disruptions related to the COVID-19 pandemic could materially and adversely affect our business, financial condition and results of operations.

Our success is dependent on retaining, and the success of, our customers as we depend on a core group of customers for a significant portion of our revenues.

If significant customers terminate or do not renew or extend their contracts with us, our business, financial condition and results of operations could be adversely affected. Our customer contracts generally permit our customers to terminate with relatively short notice, including without cause. Our ~~two~~three largest customers accounted for approximately ~~35%~~34%, 19% and ~~20%~~10%, respectively, of our revenues for the year ended December 31, ~~2020. If~~2021. While we believe our customer relationships are strong, if we lose any one of our largest customers, one of our largest customers reduces its use of our services, or if any one of our largest customers negotiates less favorable terms with us, then we will lose revenue. Revenue from customers that have accounted for significant revenue in past periods, individually or as a group, may not continue, or if continued, may not reach or exceed historical levels in any period.

Many organizations in the insurance industry are consolidating, which could also result in the loss of one or more of our significant customers. To the extent that these consolidation trends do not cause the loss of customers, we could nevertheless encounter greater customer concentration as our customers become parts of larger organizations. In addition, we could lose

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significant customers due to competitive pricing pressures or other reasons. Any of the foregoing factors could also result in us receiving a lower ranking in our customer's claims matching process, which would reduce the number of claims we match and as a result would reduce our revenues. Due to the substantial fixed costs in our business, the loss of a significant customer or receiving a lower ranking in our customers' claims matching process could cause a material decline in our profitability and operating performance.

Our success is also dependent on our customers' ability to attract individuals to join their health plans. Many individuals receive their coverage through their employer, and thus employers play a large role in selecting which health plan their employees use. Our customers may also lose members due to competition or if businesses reduce headcount and thus the number of employees who receive health insurance. In addition, our customers may reduce the scope of the health coverage they provide, which may then result in us matching fewer claims. If our customers suffer a decline in the number of members of their health plans or reduce the scope of the insurance coverage they provide, fees from the number of claims we match and the amount of PEPM fees we receive may decrease, which may have a material adverse effect on our business, financial condition and results of operations.

In addition, the majority of our contracts contain payment terms that are based on a percentage of savings to the customer or on the number of covered employees and most contain no minimum requirements for the amount of claims that the customer

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must process through us. As a result, the termination of customer contracts, the material reduction by our customers of claims processed through us or our inability to generate significant savings with respect to customer claims would adversely affect our business, financial condition and results of operations.

If we are unable to preserve or increase our market share or maintain our PPO networks, our results may be adversely affected.

Our business strategy and future success in marketing our services depends in large part on our ability to capture market share as national and regional insurance carriers and large, self-funded employers look for ways to achieve cost savings. We cannot assure you that we will successfully market our services to these insurance carriers and employers or that they will not resort to other means to achieve cost savings, including by in-sourcing or expanding their in-sourcing of such services. Our customers may further disaggregate the services we provide for them generally or in certain geographical areas, such as individual states, and in doing so may create more competitive pricing conditions for such services. Moreover, some of our customers have acquired or may acquire our competitors. If the demand for our services declines or does not increase, our business may be materially and adversely affected.

The market for our services is fragmented and competitive and we may not be able to maintain our competitive position in the market.

We face competition from HMOs, other independent PPOs, insurance companies and other managed healthcare companies and providers of non-network repricing services such as fee negotiation. In addition, some of our competitors have introduced enhanced PPO network products that increase the proportion of contracted in-network provider utilization as compared to out-of-network utilization. These products compromise the market position of our traditional out-of-network lines of business by reducing out-of-network utilization.

Our customers often select PPO providers by specific geography based upon the magnitude of the discount provided or the breadth of the network. Although we are one of the largest independent PPO network providers, regional and local PPO network providers may have deeper discounts or broader networks within their particular region. Our customers may select regional competitors in specific geographies based upon potential deeper discounts and broader networks. Accordingly, we cannot assure you that we will continue to maintain our existing customers or our ranking in their claims matching process. We also cannot assure you that we will be successful in any new markets that we may enter.

Our failure to do any of the foregoing may have a material adverse effect on our business, financial condition and results of operations.

If competition or pricing pressures increase, our growth and profits may decline.

Consolidation among our customers may lead to increased pricing pressures. Pricing is highly competitive across all of our lines of service. PPOs compete on the basis of many factors, including the quality of healthcare services, the breadth of provider networks, the discounts afforded by the provider contracts and the efficiency of the administration of claims. However, we expect that price will continue to be a significant competitive factor. Our customer contracts are subject to negotiation and renegotiation as customers seek to contain their costs, and they may elect to reduce benefits in order to constrain cost increases. Alternatively, customers may purchase different types of products that are less profitable to us or move to competitors to obtain

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more favorable pricing. Industry consolidation may make it more difficult for us to attract and retain customers and healthcare providers on advantageous terms. In addition, many of our current and potential competitors have greater financial and marketing resources than us and continued consolidation in the industry will likely increase the number of competitors that have greater resources than us. If we do not compete effectively in our markets, our business, financial condition and results of operations may be materially and adversely affected.

The inability of our customers to pay for our services could decrease our revenue.

Our health insurance payor customers may be required to maintain restricted cash reserves and satisfy strict balance sheet ratios promulgated by state regulatory agencies. In addition, the financial stability of our payor customers may be adversely affected by physician groups or associations within their organizations that become subject to costly litigation or become insolvent. Our ability to collect fees for our services may become impaired if our payor customers are unable to pay for our services because they need to maintain cash reserves, if they fail to maintain required balance sheet ratios or if they become insolvent. The potential financial instability of our customers in the future could adversely affect our revenues and cash flows.

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Our PPO networks may experience decreases in discounts from providers, thereby adversely affecting our competitive position and revenue.

Our PPO networks receive discounts from healthcare providers (such as acute care hospitals, practitioners and ancillary facilities) who participate in such networks. These discounts could be reduced by the healthcare providers' desire to increase their net level of reimbursement or to offset reductions, or lack of adequate increases, in reimbursement from payors or from our PPO competitors, any of whom may have greater market penetration and/or the ability to direct more patients to such providers. Any such reductions may reduce our revenues and make our network less attractive to our customers.

We depend on our providers to maintain the profitability of our business and expand our operations.

The healthcare providers that constitute our network are integral to our operations. Our growth depends on our ability to retain our existing providers and to attract additional providers to our network. Typical contracts with our providers have a one-year term, renewable automatically for successive one-year terms (although most such contracts permit early termination without penalty and with short notice periods). These contracts are also subject to negotiation and revisions with respect to the level and amount of price concessions for medical services. Our revenues are based on a percentage of the price concessions from these providers that apply to claims of our payor customers. In addition, our ability to contract at competitive rates with our PPO providers will affect the attractiveness and profitability of our products. Increasing consolidation in the provider sector also may make it more difficult for us to contract at competitive rates and could affect the profitability of our products.

The termination of a significant number of contracts with our high volume providers, the inability to replace such contracts, or the negotiation of contracts with lower discounts resulting in reduced price concessions would reduce the number and value of claims we are able to match and the attractiveness of our network to our customers, each of which could have a material adverse effect on our business, financial condition and results of operations.

If we do not continue to attract, motivate and retain members of our senior management team and qualified employees, or if we are unable to maintain sufficient qualified personnel, we may not be able to support our operations.

The completion and execution of our strategies depend on the continued service and performance of our senior management team. If succession planning is not effectively executed or if we lose key members of our senior management team, ~~we may not be able~~our ability to effectively manage our current and future ~~operations.~~operations may be disrupted and our ability to attract and retain other key executives could be adversely affected.

In addition, our business depends on our ability to continue to attract, motivate and retain a large number of skilled employees across all of our product lines. There is a limited pool of employees who have the requisite skills, training and education. We compete with many businesses and organizations that are seeking skilled individuals, particularly those with experience in healthcare and insurance industries. Attracting and retaining highly skilled employees will be costly as we offer competitive compensation packages to prospective and current employees. If we are unable to maintain sufficient qualified personnel due to employee illness, quarantine, willingness to return to work, vaccine and/or testing mandates, face-covering and other safety requirements, general scarcity of employees, or travel and other restrictions, our ability to support our operations may be adversely affected.

Competition for professionals across our business can be intense, as other companies seek to enhance their positions in the markets we serve. In addition, competition for experienced talent in our faster growing geographic areas, such as Illinois, and Texas, continues to intensify, requiring us to increase our focus on attracting and developing highly skilled employees in these strategically important locations.

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Future organizational changes, including the implementation of our cost savings initiatives, could also cause our employee attrition rate to increase. If we are unable to continue to identify or be successful in attracting, motivating and retaining appropriately qualified personnel in sufficient numbers, our business, financial condition and results of operations would be adversely affected.

Pressure from healthcare providers, and/or changes in state laws, regarding access to preferred provider networks may adversely affect our profitability and ability to expand our operations.

A number of healthcare providers have historically sought and in the future may seek to limit access to their contractually negotiated network discounts by, for example, limiting either the type of payor or the type of benefit plan that may access a contractual network discount. In addition, some states have proposed legislation designed to regulate the secondary PPO market by limiting the ability of preferred provider networks to offer broad access to discounted rates negotiated with contracted providers. For example, certain states have proposed or implemented laws limiting access to provider networks by requiring

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that the applicable network be identified on a member's identification card in order for the network discount to apply. Although many of our network offerings are branded, such that members carry identification cards branded with our network logo, we also operate a non-logo business. Where enacted, such laws may adversely affect our non-logo business by limiting our ability to continue this business in existing markets or to expand it into new markets.

We may be unable to achieve some or all of the operational, growth and other benefits that we expect to realize through our strategic plans.

In support of our growth strategy, we have developed, and will continue to develop, new or additional strategic plans which include initiatives across sales and marketing, product development and mergers and acquisitions, and efficiency measures to help self-fund some of the necessary investments to support these initiatives.

We cannot assure you that we will be able to successfully execute our strategic plans in the short term, or at all, or realize the expected benefits of such plans. A variety of risks could cause us not to execute such plans or realize some or all of the expected benefits therefrom. These risks include, among others: higher than expected implementation expenses; delays in the anticipated timing of activities related to such initiatives, in particular with respect to the development and deployment of additional sales and marketing professionals and achievement of certain technology-related product development goals, which will require significant external resources; failure to realize estimated savings from our efficiency measures or, if realized, an inability to sustain such cost savings over time; subsequent regulatory requirements or rulemaking; and the risks and uncertainties inherent in pursuing acquisitions as a portion of our growth strategy in light of our limited acquisition and integration experience. Our ability to successfully manage the organizational changes that may be necessary to implement our strategic plans is important for our future business success. In particular, our reputation and results of operations could be harmed if employee morale, engagement or productivity decline as a result of organizational or other changes we effect as part of our implementation efforts.

Moreover, our implementation of these initiatives may disrupt our operations and performance, and distract management from day-to-day operations and other on-going initiatives, including continuing initiatives relating to becoming a public company, and challenges, such as those presented by the ongoing COVID-19 pandemic. Additional costs associated with executing on our strategic plans, or the failure to achieve the estimated cost savings from efficiency initiatives may adversely impact our results of operations. Some of these expenses, such as the implementation of certain technology-related initiatives, may increase our fixed overhead costs for the foreseeable future and we may be unable to reduce these costs if such initiatives do not progress according to plan.

If, for any reason, the benefits we realize are less than our estimates, or our improvement initiatives adversely affect our operations or cost more or take longer to implement than we project, or if our assumptions prove inaccurate, our results of operations may be materially adversely affected.

We may not successfully enter new lines of business and broaden the scope of our services.

We have entered into new lines of business that are adjacent to our existing lines of business and have broadened the scope of our services, such as the ~~recent~~ expansion of our Payment and Revenue Integrity Solutions Services and introduction of our Reference-Based Pricing and Value-Driven Health Plan Services Solutions and end-to-end Surprise Billing Services, and may in the future enter into non-adjacent lines of business. We may not achieve our expected growth if we do not successfully enter these new lines of business and continue to broaden the scope of our services. Entering new lines of business and broadening the scope of our services may require significant upfront and ongoing expenditures that we may not be able to recoup in the future. To accommodate our past and anticipated future growth and to compete effectively, we will need to continue to integrate our financial information systems and expand, train, manage and motivate our workforce. Furthermore, focusing our financial resources on the expansion of our operations may negatively impact our financial results. Any failure to implement our operational and financial information systems, or to

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expand, train, manage or motivate our workforce, may adversely affect our business. These efforts may also divert management's attention and expose us to new risks and regulations. As a result, entering new lines of business and broadening the scope of our services may have material adverse effects on our business, financial condition and results of operations.

If we are unable to identify, complete and successfully integrate acquisitions, our ability to grow our business may be limited and our business, financial position and results of operations may be adversely impacted.

We may not be able to identify, complete and successfully integrate acquisitions in the future and any failure to do so may limit our ability to grow our business. Our acquisition strategy involves a number of risks, including:

•our ability to find suitable businesses to acquire at affordable valuations or on other acceptable terms;

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•competition for acquisition targets may lead to substantial increases in purchase prices or one of our competitors acquiring one of our acquisition targets;

•our continued dependence on access to the credit and capital markets to fund acquisitions;

•prohibition of any of our proposed acquisitions under United States or foreign antitrust laws;

•the diversion of management's attention from existing operations to the integration of acquired companies;

•our inability to realize expected cost savings and synergies;

•expenses, delays and difficulties of integrating acquired businesses into our existing business structure, which risks are heightened for large-scale acquisitions; and

•difficulty in retaining key customers and management personnel.

~~We recently acquired HST and DHP and our~~Our ability to realize the benefits we anticipate from ~~these~~recent and future acquisitions, including anticipated cost savings and additional sales opportunities, will depend in large part upon whether we are able to integrate such businesses efficiently and effectively. Integration is an ongoing process and we may not be able to fully integrate such businesses smoothly or successfully and the process may take longer than expected. Further, the integration of certain operations and the differences in operational culture ~~will continue to~~may require the dedication of significant management resources, which may distract management's attention from day-to-day business operations and from the evaluation of future acquisition targets.

If we are unable to continue to acquire and efficiently integrate suitable acquisition candidates, our ability to increase revenues and fully implement our business strategy may be adversely impacted, which could adversely affect our business, financial position and results of operations. If we are unable to continue to acquire and efficiently integrate suitable acquisition candidates, our ability to increase revenues and fully implement our business strategy may be adversely impacted, which could adversely affect our business, financial position and results of operations.

We may be unable to obtain additional financing to fund our operations or growth.

We may require additional financing to fund our operations or growth. The failure to secure additional financing on acceptable terms and conditions or at all could have a material adverse effect on our continued development or growth. Our access to, and the availability of, financing will be impacted by many factors, including, but not limited to, our financial performance, our credit ratings, our then current level of indebtedness, the liquidity of the overall capital markets and the state of the U.S. and global economy. None of our officers, directors or stockholders will be obligated to provide any financing to us.

Changes in the healthcare industry could adversely affect us.

Our business is dependent on a variety of factors, including our ability to enter into contracts with payors and providers on terms attractive to all parties and the absence of substantial changes in the healthcare industry that would diminish the need for the services we offer. Our ability to continue conducting business in the current manner could be jeopardized if, among other things, a significant number of payors were to seek price concessions directly from providers. In addition, substantial changes in the ~~health care~~health-care industry, such as the enactment of laws and the adoption of regulations unfavorable to us or our relationships with payors and providers, including the No Surprises Act ~~in the recently enacted Consolidated Appropriations Act, 2021,~~ and its implementing regulations, as well as other state laws and regulations aimed at addressing "surprise" billing (medical bills that arise when an insured patient receives care from an out-of-network provider, resulting in costs that were not expected by the patient), a substantial trend towards HMOs from PPOs, the adoption of a single payor healthcare system in the United States or changes caused by, or that result from, the ongoing COVID-19 pandemic could have a material adverse effect on our business, financial condition and results of operations and could cause us to substantially alter our business strategy and methods of operation.

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changes in regulatory requirements affecting our business, which could result in our taking, or failing to take, actions, resulting in noncompliance with state or federal regulations.

We operate in a litigious environment which may adversely affect our financial results.

We may become involved in legal actions and claims arising in the ordinary course of business, including litigation regarding employment matters, breach of contract, violations of laws and regulations, and other commercial matters. Due to the inherent uncertainty in the litigation process, the resolution of any particular legal proceeding could result in changes to our products and business practices and could have a material adverse effect on our financial position and results of operations.

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Healthcare providers have become more resistant to the use of cost management techniques and are engaging in litigation to avoid application of cost management practices. Litigation brought by healthcare providers has challenged insurers' claims adjudication and reimbursement decisions, and healthcare cost management providers are sometimes made party to such suits or involved in related litigation. We and our subsidiaries have and may, in the future, become involved in such litigation.

New federal and state laws and regulations or other changes that adversely impact healthcare providers or insurers could lead to increased litigation risk to us and other cost management providers and insurers. In addition, many healthcare providers and insurers have greater financial resources than us and other healthcare cost management providers have and may be more willing to engage in, and devote resources to, litigation as a result. In addition, certain of the agreements we enter into include indemnification provisions which may subject us to costs and damages in the event of a claim against an indemnified third party. We maintain insurance coverage for certain types of claims; however, such insurance coverage may be insufficient to cover all losses or all types of claims that may arise.

If lawsuits of this type proliferate, they could materially adversely affect our results. In addition, lawsuits of this type may affect insurers' use of our cost management services.

Evolving industry standards and rapid technological changes could result in reduced demand for our services.

Rapidly changing technology, evolving industry standards and the frequent introduction of new and enhanced services characterize the market for our services. Our success will depend upon our ability to enhance our existing services, introduce new services on a timely and cost-effective basis to meet evolving customer requirements, achieve market acceptance for new services and respond to emerging industry standards and other technological changes. We may not be able to respond effectively to technological changes, or new industry ~~standards.~~standards, or updated regulatory requirements. Moreover, other companies may develop competitive services, or our customers may develop internal solutions, that may result in reduced demand for our services.

Climate change and increased focus on sustainability issues, including those related to climate change, may adversely affect our business and financial results and damage our reputation.

We face risks related to severe natural events which have the potential to disrupt our operations and may increase as a result of climate change. Natural disasters, adverse weather conditions, pandemics, and other business disruptions could seriously harm our revenue and financial condition and increase our costs and expenses by disrupting our operations, or those of our customers or vendors, as a result of potential office closures or damage from severe weather. Any prolonged disruption in the operations of our facilities, whether due to technical difficulties, power failures, break-ins, destruction or damage to the facilities as a result of a natural disaster, fire, or any other reason, could cause service interruptions or reduce the quality level of services that we provide and harm our operating results. Our disaster recovery plan and business interruption insurance may not be sufficient to compensate for losses that may occur. If weather patterns become more volatile as a result of the potential effects of climate change, severe weather events may become more frequent or more widespread. An increase in frequency or severity of natural events may result in greater disruption to our operations and increased cost for, or lack of availability of, property and liability insurance for our offices located in areas subject to such severe weather events.

Risks Related to Information Technology Systems

We depend on uninterrupted computer access for our customers and the reliable operation of our information technology systems; any prolonged delays due to data interruptions or revocation of our software licenses could adversely affect our ability to operate our business and cause our customers to seek alternative service providers.

Many aspects of our business are dependent upon our ability to store, retrieve, process and manage data and to maintain and upgrade our data processing capabilities. Our success is dependent on our ability to deliver high-quality and uninterrupted access for our customers to our computer system, requiring us to protect our computer equipment, software and the information stored in servers against damage by fire, natural disaster, power loss, telecommunications failures, unauthorized intrusion and other catastrophic events. Interruption of data processing capabilities for any extended length of time, loss of stored data, programming errors or other technological problems could impair our ability to provide certain services. A system failure, if prolonged, could result in reduced revenues, loss of customers and damage to our reputation, any of which could cause our business to materially suffer. In addition, due to the highly automated environment in which we operate our computer systems, any undetected error in the operation of our business processes or computer software may cause us to lose revenues or subject us to liabilities for third party claims. While we carry property and business interruption insurance to cover operations, the coverage may not be adequate to compensate us for losses that may occur.

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Computer systems like ours could suffer security and privacy breaches that could negatively impact our business and reputation, harm both us and our customers and create liability.

We currently operate servers and maintain connectivity from multiple ~~facilities.~~facilities, including access by our distributed workforce due to continuing remote working conditions as a result of the ongoing COVID-19 pandemic. Despite our implementation of standard network security measures, our infrastructure may be vulnerable to computer viruses, physical break-ins, attacks by hackers and similar disruptive problems caused by customers or other users. Computer viruses, ransomware and other cyber-attacks, break-ins or other security problems could lead to interruption, delays or cessation in service to our customers. In addition, our safeguards may not prevent incidents of inappropriate and/or unauthorized access to ~~protected health information~~or acquisition of PHI or other

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personally identifiable information by our employees, contractors, and/or unauthorized actors. Such incidents may result, and on limited occasions in the past have resulted, in unauthorized use, disclosure, modification or deletion of ~~protected health information~~PHI or other personally identifiable information that is transmitted or stored over our networks.

A security or privacy breach may:

•expose us to liability under federal and state laws related to the privacy and security of ~~protected health information~~PHI and other personally identifiable information, including liability to the individuals who are the subject of the information and/or the parties to whom we are contractually obligated, and subject us to fines or penalties;

•increase operating expenses as necessary to investigate security breaches and notify affected individuals, remediate and/or enhance security controls, comply with federal and state regulations, defend against and resolve actual and potential claims, implement and maintain any additional requirements imposed or adopted by reason of such claims or by government action, and take action to manage public relations issues and preserve our reputation; and

•harm our reputation and deter or prevent customers from using our products and services, and/or cause customers to find other means to achieve cost savings, including by switching to a competitor or by in-sourcing such services.

These problems could also potentially jeopardize the security of confidential information stored in the computer systems of our customers, which may deter potential customers from doing business with us and give rise to possible liability to such customers and/or individual users whose security or privacy has been infringed. The security and privacy concerns of existing and potential customers may inhibit the growth of the healthcare information services industry in general, and our customer base and business in particular. A significant customer security breach or incident of this sort could result in loss of customers, loss of revenues, damage to our reputation, direct damages, costs of repair and detection and other unplanned expenses.

While we carry network-security and privacy insurance to cover events of the sort described above, the coverage may not be adequate to compensate us for losses that may occur by reason of such events.

Failure to adequately protect the confidentiality of our trade secrets, know-how, proprietary applications, business processes and other proprietary information could adversely affect the value of our technology and products.

We largely rely on our own security systems and confidentiality procedures, including employee nondisclosure agreements for certain employees, to maintain the confidentiality and security of our trade secrets, know-how, internally developed computer applications, business processes and other proprietary information. If third parties gain unauthorized access to our information systems or if our proprietary information is misappropriated, it may have a material adverse effect on our business, financial condition and results of operations. Trade secrets laws offer limited protection against third party development of competitive products or services. Because we lack the protection of registered copyrights for our internally developed software applications, we may be vulnerable to misappropriation of our proprietary applications by third parties or competitors. Enforcing a claim that a third party illegally obtained and is using any of our proprietary information or technology is expensive and time consuming, and the outcome is unpredictable. The failure to adequately protect our proprietary information could have a material adverse effect on our business, financial condition and results of operations.

We may be sued by third parties for alleged infringement of their proprietary rights.

Our success depends also in part on us not infringing the intellectual property rights of others. Our competitors, as well as a number of other entities and individuals, may own or claim to own intellectual property relating to our industry. In the future, such third parties may claim that we are infringing their intellectual property rights, and we may be found to be infringing such rights. Any claims or litigation could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial damages or ongoing royalty payments, prevent us from offering our services, or require that we comply with other unfavorable terms. Even if we were to prevail in such a dispute, any litigation could be costly and time-consuming and divert the attention of our management and key personnel from our business operations.

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We employ third-party and open source licensed software for use in our business, and the inability to maintain these licenses, errors in the software we license or the terms of open source licenses could result in increased costs, or reduced service levels, which would adversely affect our business.

Our business relies on certain third-party software obtained under licenses from other companies. We anticipate that we will continue to rely on such third-party software in the future. Commercially reasonable alternatives to the third-party software we currently license may not always be available and such alternatives may be difficult or costly to implement. In addition, integration of new third-party software may require significant work and require substantial investment of our time and

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resources. Our use of additional or alternative third-party software would require us to enter into license agreements with third parties, which may not be available on commercially reasonable terms or at all. Many of the risks associated with the use of third-party software cannot be eliminated, and these risks could negatively affect our business.

Additionally, the software powering our technology systems incorporates software covered by open source licenses. The terms of many open source licenses have not been interpreted by U.S. courts and there is a risk that the licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to operate our systems. In the event that portions of our proprietary software are determined to be subject to an open source license, we could be required to publicly release the affected portions of our source code or re-engineer all or a portion of our technology systems, each of which could reduce or eliminate the value of our technology system. Such ~~risk~~risks could be difficult or impossible to eliminate and could adversely affect our business, financial condition and results of operations.

If our ability to expand our network and technology infrastructure is constrained, we could lose customers and that loss could adversely affect our operating results.

The success of our business strategy depends in part on our ability to expand our operations in the future. Our growth has placed, and will continue to place, increased demands on our network and technology infrastructure and other resources and further expansion of our operations will require substantial financial resources. Our growth strategies include the evaluation of opportunities in new geographic markets as well as in adjacent and new market verticals. Any expansions into such markets could significantly increase the demands placed on our network and technology infrastructure. To accommodate such growth, we must continue to expand and adapt our network and technology infrastructure to accommodate additional users, increased transaction volumes, changing customer requirements and current and future growth initiatives. We may not be able to accurately project the rate or timing of increases, if any, in the volume of transactions we process, reprice or otherwise service or be able to expand and upgrade our systems and infrastructure to accommodate such increases. Projecting such needs may be particularly difficult for new solutions and services or for the expansion of existing solutions and services into international or other markets in which we have limited or no prior experience. We may be unable to expand or adapt our network infrastructure to meet additional demand or our customers' changing needs on a timely basis, at a commercially reasonable cost or at all. Our current information technology systems, procedures and controls may not continue to support our operations while maintaining acceptable overall performance and may hinder our ability to exploit the market for healthcare applications and services. Service lapses could cause our users to switch to the services of our competitors or in-source such services.

Other Business and Operational Risks

~~We have identified two material weaknesses~~Changes in our internal control over financial reporting. If our remediation of these material weaknesses is not effective, or if we experience additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls in the future, weaccounting principles may ~~not be able to accurately or timely report~~negatively affect our ~~financial condition or~~ results of ~~operations, which may adversely affect investor confidence in us and, as a result, the value of our Class A common stock.~~operations.

Prior to the consummation of the Transactions, we were a private company with limited accounting personnel and other resources with which to address our internal control over financial reporting. In connection with the audits ofWe prepare our consolidated financial statements asin accordance with U.S. GAAP. These principles are subject to interpretation by the SEC and other organizations that develop and interpret accounting principles. New accounting principles arise regularly, implementation of ~~December 31, 2019~~which can have a significant effect on and ~~2020,~~may increase the volatility of our reported operating results and ~~for~~may even retroactively affect previously reported operating results. In addition, the ~~years ended December 31, 2018, 2019~~implementation of new accounting principles may require changes to our customer and ~~2020, we identified two material weaknesses in our~~vendor contracts, business processes, accounting systems, and internal ~~control~~controls over financial reporting.

•~~we did not maintain a sufficient complement of resources with an appropriate level of accounting knowledge~~ The costs and experience commensurate with the financial reporting requirements for a public company, including condensed timelines to close and sufficient oversight of internal control over financial reporting; and

•we did not maintain sufficient formal accounting policies, procedures, and controls for accounting and financial reporting with respect to the requirements and application of public company financial reporting requirements, including accounting for debt and equity arrangements.

We cannot assure you that additional significant deficiencies or material weaknesses in our internal control over financial reporting will not be identified in the future. Any failure to maintain or implement required new or improved controls, or to implement our remediation plans or any difficulties we encounter in our implementation thereof, could result in additional significant deficiencies or material weaknesses or result in material misstatements in our financial statements. If we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, lenders and investors may lose confidence in the accuracy and completeness of our financial reports and we may face restricted access to various sources of financing in the future.

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These material weaknesses, if not remediated, could result in misstatements of accounts or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

~~Our management anticipates that our internal control over financial reporting will not be effective until the above material weaknesses are remediated. If our remediation~~effects of these ~~material weaknesses is not effective, or we experience additional material weaknesses~~changes could adversely impact our operating results, and difficulties in ~~the future or otherwise~~implementing new accounting principles could cause us to fail to ~~maintain an effective system of internal control over financial reporting in the future, the accuracy and timing of~~timely meet our financial reporting may be adversely affected, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to the NYSE listing requirements, investors may lose confidence in our financial reporting, and the price of our Class A common stock may decline as a result. As further discussed in Item 9A, ~~Controls and Procedures~~, of this Annual Report on Form 10-K, we have implemented a remediation plan and, while progress has been made to remediate both material weaknesses, they will not be considered remediated until the applicable remedial processes and procedures have been in place for a sufficient period of time and management has concluded, through testing, that associated controls are effective. Therefore, while we expect to have remediated the material weaknesses well in advance of December 31, 2021, there is no guarantee that our remediation plan will be successful or that our remediation efforts will be completed prior to the audit of our 2021 financial statements.obligations.

We may need to recognize impairment charges related to goodwill, identified intangible assets and fixed assets.

We have substantial balances of goodwill and identified intangible assets. We are required to test goodwill and any other intangible assets with an indefinite life for possible impairment on an annual basis, or more frequently when circumstances indicate that impairment may have occurred. We are also required to evaluate amortizable intangible assets and fixed assets for impairment if there are indicators of a possible impairment.

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Based on the results of the annual impairment test as of ~~December 31, 2020,~~November 1, 2021, the fair values of our assets exceeded the carrying value, and goodwill was not impaired. The current goodwill impairment analysis incorporates our expectations for moderate sales growth and the overall outlook was consistent with our long-term projections.

There is significant judgment required in the analysis of a potential impairment of goodwill, identified intangible assets and fixed assets. If, as a result of a general economic slowdown, deterioration in one or more of the markets in which we operate or impairment in our financial performance and/or future outlook, the estimated fair value of our long-lived assets decreases, we may determine that one or more of our long-lived assets is impaired. An impairment charge would be recorded if the estimated fair value of the assets is lower than the carrying value and any such impairment charge could have a material adverse effect on our results of operations and financial position.

If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the rules and regulations of the applicable listing standards of the NYSE. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly and place significant strain on our personnel, systems and resources.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In particular, Section 404 ~~will require~~requires us to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on, and our independent registered public accounting firm to attest to, the effectiveness of our internal control over financial reporting. Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on our business, results of operations and financial condition and could cause a decline in the trading price of our Class A common stock. We are required to be in compliance with the provisions of the Sarbanes-Oxley ~~Act by the end of our fiscal year ending December 31, 2021.~~Act.

We are continuing to ~~develop and~~ refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. We are also continuing to improve our internal control over financial reporting. In order to develop, maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related and audit-related costs and significant management oversight.

~~Table~~During the year, we completed the remediation of ~~Contents~~

~~We are currently in the process of remediating~~ two material weaknesses in internal control over financial ~~reporting and, even after successfully remediating such material weaknesses, these~~reporting. These and other controls, including any new controls that we develop, may become inadequate because of changes in conditions in our business. Further, weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our results of operations or cause us to fail to meet our reporting obligations and may result in a restatement of our consolidated financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting could also adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our Class A common stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the NYSE.

Changes in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect our business, investments and results of operations.

We are subject to laws, regulations and rules enacted by national, regional and local governments and the NYSE. In particular, we are required to comply with certain SEC, NYSE and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations or rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations or rules, as interpreted and applied, could have a material adverse effect on our business and results of operations.

~~We will incur increased costs and obligations as a result~~

Table of ~~being a public company.~~Contents

As a result of the Transactions, we are required to comply with certain corporate governance and financial reporting practices and policies required of a publicly traded company and do not qualify for the exemptions and transition periods available to "emerging growth companies." As a publicly traded company, we will incur significant legal, accounting and other expenses that we were not required to incur in the recent past.

Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management's attention from implementing our growth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.

Risks Related to the Healthcare Industry and other Legal Regulations

We operate in an industry that is subject to extensive federal, state and local regulation. Changes in existing ~~health care~~healthcare laws and regulatory interpretations on a state or federal level may adversely affect us.

The healthcare industry is subject to extensive and evolving federal, state and local regulations, including among other things, laws and regulations relating to:

•health benefit plans subject to ERISA;

•privacy and security of patient information, including HIPAA;

•the conduct of operations, including fraud and abuse, anti-kickback, patient inducement and false claims prohibitions;

•the operation of provider networks, including transparency, access, licensing, certification and credentialing requirements;

•the methods of payment of ~~out of network~~out-of-network claims, including "surprise" ~~billing;~~billing subject to the requirements of the No Surprises Act and its implementing regulations, or applicable state law;

•payors subject to the requirements of the Transparency in Coverage Rule;

•health information technology;

•breach of duty, the corporate practice of medicine and fee-splitting prohibitions;

•laws and regulations relating to business corporations in general;

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•additional restrictions relating to our ability to utilize the claims data we collect from providers; and

•payors subject to the requirements for health reform under ~~the~~ Affordable Care Act.

As a provider of network management services to our customers and as a contractor and/or subcontractor with federal and state governments, we are subject to extensive and increasing regulation by a number of governmental entities at the federal, state and local levels with respect to the above laws. Because of the breadth of these laws and the narrowness of available statutory and regulatory exceptions, it is possible that some of our business activities could be subject to challenge under one or more of such laws from time to time, including in private litigation. Statutory changes to, or changes in the interpretation or enforcement of, the laws and regulations described above may significantly impact or restrict our ability to carry on our business as currently conducted and may have a material adverse impact on our business, financial condition and results of operations. These risks may be exacerbated by our expansion into new geographic markets and, in particular, by any expansion into international markets. The expansion of our operations into new products and services may expose us to additional requirements and potential liabilities under additional statutes and legislative schemes that previously have not been relevant to our business, that may increase demands on our resources for compliance activities, and that may subject us to potential penalties for noncompliance with statutory and regulatory standards. Under our contracts we are also subject to audits by our customers, and are regularly required to attest as to our compliance with our contracts and applicable laws and regulations. We and our healthcare customers may also be subject to investigations and proceedings that seek recovery under laws such as federal and state false claims acts, civil monetary penalties laws, and anti-kickback laws applicable to the business of our customers. Since the services we provide are not reimbursed by government healthcare programs, such fraud and abuse laws generally do not apply to our business, however, some laws may be applicable to us. The laws, regulations, and other requirements in this area are broad and complex and judicial and regulatory interpretations can be inconsistent. We are unable to predict how these laws, regulations or other requirements will be interpreted or the full extent of their application, particularly to services that are not directly reimbursed by government healthcare programs. In addition, private citizens, acting as whistleblowers, can sue on behalf of the government under the qui tam provisions of the federal False Claims Act and similar statutory provisions in many states. Investigations or proceedings could subject us or our customers to various civil and criminal penalties and administrative sanctions, which could include terminations of contracts, fines, and suspension and debarment from doing business with the government. If we are found to be in violation of any applicable law or regulation or are subject to an audit, investigation or proceeding, any resulting negative publicity, penalties or sanctions could have an adverse effect on our reputation in the industry, impair our ability to compete for new contracts and could have a material adverse effect on our business, financial condition and results of operations.

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New federal and state laws and regulations could force us to change the conduct of our business or operations or affect our ability to expand our operations into other states.

Federal Legislation

In recent years, Congress has introduced and, in some cases, passed a number of legislative proposals governing various aspects of the healthcare industry, including initiatives to provide greater government control of health care spending, to broaden access to ~~health care~~healthcare services, to prohibit, restrict or address "surprise" billing by ~~out of network~~out-of-network providers and to change the operating environment for health care providers and payors.

In addition, federal and state legislatures periodically have considered programs to reform or amend the U.S. healthcare system at both the federal and state level, such as measures that would modify the Affordable Care Act or expand the role of government-sponsored coverage, including nationalization of the healthcare system and "Medicare for All" proposals, which could have far-reaching implications for the healthcare industry if enacted. Federal and state efforts to reduce healthcare spending may materially adversely affect our business, financial condition, and results of operations. Our failure to anticipate accurately the application of such proposals or future laws and regulations, our failure to adapt our solutions to them or our failure to comply with them may create liability for us, result in adverse publicity, reduce our market share, and may have a material adverse effect on our business, financial condition and results of operations. We are unable to predict the success of such initiatives, but, if passed, these and other efforts may adversely affect our business or ~~operations.~~ operations, may create unexpected liabilities for us, may cause us or our customers to incur additional costs, and may restrict our operations or the operations of our customers.

Healthcare reform laws such as the Affordable Care Act have had a significant impact on the health care industry, including changing the manner in which providers and payors contract for services. In addition, under the Affordable Care Act payors are required to meet certain financial criteria. While these obligations directly affect many of our customers, the obligations may also affect the contract terms and relationships between us and those customers. In addition, the Consolidated Appropriations Act, 2021, ~~which was signed into law on December 27, 2020,~~ included the No Surprises Act, which provides new protections for patients from "surprise" bills, creates new processes for payments to non-participating providers and facilities, and necessitates new compliance efforts by group health plans and health insurance issuers offering group or health insurance coverage, as well as non-participating providers and facilities. While we currently service payor customers that are already subject to certain state-level "surprise" billing ~~legislation,~~laws, we cannot assure you that the No Surprises Act and its implementing ~~regulations, once proposed and finalized,~~interim final rules (IFRs) or any other initiatives aimed at addressing "surprise" billing, if implemented, would not adversely impact our ability to continue certain lines of business in existing markets or expand such business into new markets or adversely affect the contractual terms and relationships between us and our customers or result in additional compliance costs.

~~Since its enactment, there have been~~ Current judicial ~~and congressional~~ challenges to certain aspects of the ~~Affordable Care Act, as well as~~No Surprises Act’s implementing IFRs could inject further uncertainty or require additional or revised compliance efforts by the former Trump Administration to repeal or replace certain aspects of the Affordable Care Act, and we expect there will be additional challenges, amendments and modifications to the Affordable Care Act in the future.our customers.

For example, effective January 2019, the Tax Cuts and Jobs Act reduced to $0 the financial penalty associated with not complying with the Affordable Care Act's individual mandate to carry qualifying health coverage insurance. These changes may impact the number of individuals that elect to obtain public or private health insurance or the scope of such coverage, if purchased. Further, because the financial penalty associated with the individual mandate was effectively eliminated, a federal district court in Texas ruled in December 2018 that the individual mandate is unconstitutional and that the rest of the Affordable Care Act is therefore, invalid. In December 2019, the Fifth Circuit Court of Appeals upheld this decision with respect to the individual mandate but remanded for further consideration of how this affects the rest of the law. On March 2, 2020, the U.S. Supreme Court granted petitions for writs of certiorari to review this case and the Court held oral argument on November 10, 2020. On February 10, 2021, the United States Department of Justice notified the Court that as a result of the change in presidential administrations, the current position of the United States is that the amended financial penalty provision is constitutional, and if the Court were to conclude that the provision was unconstitutional, the provision is severable from the remainder of the Affordable Care Act. The case is expected to be decided in mid-2021. It is unclear how this decision will impact the Affordable Care Act or our business. The law remains in place pending appeal. It is uncertain the extent to which any such judicial, legislative, regulatory or administrative changes, if made, may impact our business or financial condition. Although laws such as the Affordable Care Act ~~has~~and the No Surprises Act have not caused us to significantly change our customer contracts or other aspects of our business, it is difficult to quantify the financial impact of ~~the Affordable Care Act~~such laws and there can be no assurances that we will not be adversely impacted in the ~~future.~~

~~Table~~future by any amendments to these or other healthcare laws or regulations. Many healthcare laws are complex, subject to frequent change and dependent on interpretation and enforcement decisions from government agencies with broad discretion. The application of ~~Contents~~

these laws to us or our customers or the specific services we deliver and the relationships we have with our customers is not always clear.

Other legislative or regulatory changes that could significantly harm us include, but are not limited to, changes that:

•increase the number of individuals covered by government entitlement programs such as Medicare and Medicaid as opposed to private health insurance plans;

•impact the operation of provider networks, including changes relating to transparency, access, licensing, certification and credentialing;

•limit contractual terms with providers, including audit, payment and termination provisions; and

•impose additional health care information privacy or security requirements.

~~As a result of the recent 2020 U.S. presidential and congressional elections, there are renewed and reinvigorated~~Renewed calls for health insurance reform ~~which~~ could cause significant uncertainty in the U.S. healthcare market, could increase our costs, decrease our revenues or inhibit our business or operations. We cannot predict what impact, if any, U.S. federal and state health reforms or other government proposals and activities, which include efforts to change or reform the administration or interpretation of government health care programs, laws, regulations or policies, might have on us, but such changes could impose new and more stringent regulatory requirements on our activities, which could adversely affect our business, results of

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operations and financial condition. Accordingly, there can be no assurance that such activities will not limit the expansion of our business, impose new compliance requirements on us or have a material adverse effect on our business, financial condition and results of operation. The passage and implementation of new federal laws or regulations that govern the conduct of our business could significantly impact or restrict our ability to carry on our business as currently conducted and could have a material adverse impact on our business, financial condition and results of operations.

State Legislation

State laws and regulations governing our business vary widely among the states in which we operate, and include laws requiring credentialing of all network providers and "any willing provider" laws requiring networks to accept as participating providers any qualified professional who is willing to meet the terms and conditions of the network. There is little regulatory or judicial guidance with respect to the application of such laws and in some cases they may increase the costs of operations in such states. Should a state in which we operate determine that our network does not meet state requirements, we may be subject to administrative penalties or other administrative actions or private litigation.

Several states have implemented legislation mandating certain contract terms in provider contracts for group health plans, preferred provider organizations, HMOs and other third-party payors. Depending on the state, these mandatory contract terms may relate to prompt payment, payment amounts and payment methods. As a result of such legislation and similar future legislative initiatives, we may be required to amend some of our provider contracts and comply with legislative mandates related to payment.

Violations of prompt payment laws, which regulate the amount of time that may elapse from when a payor receives a claim for services rendered to when those services are paid, may result in requirements to pay interest in addition to any amounts owed to providers, and may lead to reputational harm or result in a breach of our contractual obligations to certain customers.

Some states have also considered legislation designed to regulate the PPO market by limiting the ability of preferred provider networks to offer broad access to discounted rates negotiated with contracted providers. State laws limiting access to provider networks may affect our ability to continue certain lines of business in existing markets or expand such business into new markets. Some states have ~~also recently~~ considered or enacted legislation designed to regulate the manner in which certain insurers should pay for certain categories of ~~out of network~~out-of-network claims or aimed at addressing "surprise" billing by ~~out of network~~out-of-network providers, and it is uncertain how ~~state proposals~~states may ~~change as a result of~~react to the recently enacted No Surprises Act. State laws regulating the basis of payment that are not preempted by the No Surprises Act may affect our ability to continue certain lines of business in existing markets or expand such business into new markets and the contractual terms and relationships between us and our customers.

Changes to state laws and regulations or the interpretation and enforcement of such state laws and regulations may adversely impact our existing business in certain states, or restrict our ability to expand our operations in other states, in each case potentially adversely impacting our business, financial condition and results of operations.

Our use and disclosure of individually identifiable information, including health information, is subject to federal and state privacy and security regulations, and our failure to comply with those regulations or adequately secure the information we hold could result in significant liability or reputational harm.

State and federal laws and regulations, including HIPAA, govern the collection, dissemination, use, disclosure, creation, receipt, maintenance, transmission, privacy, confidentiality, security, availability and integrity of individually identifiable information, including ~~protected health information, or~~ PHI. HIPAA establishes basic national privacy and security standards for protection of PHI by covered entities such as our clients, and the business associates with whom such entities contract for services, including us. As a business

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associate, we are also directly liable for compliance with HIPAA. In addition to HIPAA, we must adhere to state patient confidentiality and other laws that are not preempted by HIPAA, including those that are more stringent than HIPAA.

~~If we were found to have breached~~In the event of a breach of our obligations under HIPAA or other state laws, we could be subject to enforcement actions by the ~~OCR~~U.S. Department for Health and Human Services Office for Civil Rights and state regulators and lawsuits, including class action lawsuits, by private plaintiffs. Mandatory penalties for HIPAA violations can be significant and OCR and state regulators may require businesses to enter into settlement or resolution agreements and corrective action plans that impose ongoing compliance requirements. If a person knowingly or intentionally obtains or discloses PHI in violation of HIPAA requirements, criminal penalties may also be imposed. In addition, state Attorneys General are authorized to bring civil actions under HIPAA or relevant state laws. Courts can award damages, costs and attorneys' fees related to violations of HIPAA or state laws in such cases. While we maintain safeguards that we believe are reasonable and appropriate to protect the privacy and security of PHI and other personally identifiable information consistent with applicable law and our contractual obligations, we cannot provide assurance regarding how these laws, regulations, and contracts will be interpreted, enforced or applied to our operations; our systems may be vulnerable to physical break-ins, viruses, hackers, and other potential sources of security ~~breaches.~~breaches or incidents. In addition, we may not be able to prevent incidents of inappropriate use or disclosure or unauthorized access to or acquisition

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of PHI by our employees or contractors. Any such breaches or incidents could result in exposure to liability under federal and state laws and/or under our contractual arrangements and could adversely impact our business.

Numerous other state, federal and foreign laws govern the collection, dissemination, use, disclosure, access to, confidentiality and security of health information and personal data, breaches of such information, and actions that a business must take if it experiences a data breach, such as prompt disclosure to affected customers or individuals. In addition, Congress and some states are considering new laws and regulations that further protect the privacy and security of medical information and personal data and that address data breaches. The Federal Trade Commission, or FTC, and states' Attorneys General have also brought enforcement actions and prosecuted some data breach cases as unfair and/or deceptive acts or practices under the FTC Act. In addition to data breach notification laws, some states have enacted statutes and rules requiring businesses to reasonably protect certain types of personal information they hold or to otherwise comply with certain specified data security requirements for personal ~~information. For example,~~information, such as, the California Consumer Privacy Act ~~(the "CCPA") established a new privacy framework for covered businesses~~ and ~~provided new and enhanced data privacy rights to California residents. The CCPA imposes severe statutory damages as well as a private right of action for certain data breaches that result in~~ the ~~loss of personal information. Additionally, the new~~ California Privacy Rights Act (the "CPRA") was approved by voters in the 2020 election. The CPRA generally takes effect on January 1, 2023 and significantly modifies the CCPA, including by expanding consumers' rights with respect to certain personal information and restricting the use of sensitive personal information, including health information.Act. As with HIPAA, these laws may apply directly to our business or indirectly by contract when we provide services to other companies. We are currently evaluating potential growth opportunities, including opportunities that involve the processing and analysis of third-party data which may include PHI or other protected personal information, which could increase our compliance obligations and may subject us to state, foreign, federal or other laws that we are not currently subject. In the event that we are found out of compliance with applicable state, federal and foreign laws and regulations, we could potentially be subject to civil or criminal sanctions, which could have a material adverse effect on our business, financial condition and results of operations.

Heightened enforcement activity by federal and state agencies may increase our potential exposure to damaging lawsuits, investigations and other enforcement actions.

In recent years, both federal and state government agencies have increased civil and criminal enforcement efforts relating to the healthcare industry. This heightened enforcement activity increases our potential exposure to damaging lawsuits, investigations and other enforcement actions. Any such investigation or action could force us to expend considerable resources to respond to or defend against such investigation or action and could adversely affect our reputation or ~~profitability.~~profitability and could be disruptive to normal business operations. Moreover, the results of complex legal proceedings and governmental inquiries are difficult to predict. Unfavorable outcomes from these claims, lawsuits and governmental inquiries could adversely affect our business, financial condition and results of operations and we could incur substantial monetary liability and/or be required to change our business practices. Any claims made against us, regardless of their merit or eventual outcome, could damage our reputation and business and our ability to attract and retain customers and employees.

By way of example, the Affordable Care Act ~~allocated an additional $350.0 million of fraud enforcement funding over 10 fiscal years, starting in fiscal year 2011 and~~ increased the penalties applied under the Federal Sentencing Guidelines for federal health care offenses that affect a governmental program. The fraud enforcement would apply to us to the extent we are deemed a government contractor for a federal health care program.

A number of laws bear on our relationships with physicians. There is a risk that state authorities in some jurisdictions may find that our contractual relationships with physicians violate laws prohibiting the corporate practice of medicine and fee-splitting. These laws generally prohibit the practice of medicine by lay entities or persons and are intended to prevent unlicensed persons or entities from interfering with or inappropriately influencing the physician's professional judgment. They may also prevent the sharing of professional services income with non-professional or business interests. Judicial and regulatory interpretation or other guidance regarding the application of these types of laws to businesses such as ours is limited. These laws regarding fee-splitting and the corporate practice of medicine could also be invoked by litigants in a breach of

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contract dispute against us or in an action to find our contracts to be legally invalid or unenforceable. In addition, patients may seek to hold us responsible for third parties' recommendations regarding the appropriateness of providers' medical treatment plans for patients. We could be subject to claims or investigations under certain state laws were such laws interpreted to apply to our provision of such recommendations.

A number of laws could impact our ~~out of network~~out-of-network products.Federal and state regulators may investigate us or our clients with respect to the payment of ~~out of network~~out-of-network claims, including the determination of payment amounts and what data and other factors are permitted to be used by commercial health payors and other payors in making such determinations, or the calculation of required amounts under the No Surprises Act, as well as investigations related to regulations ~~targeting surprise billing and~~ requiring transparency.

We can provide no assurance that state or federal regulators will not take the position that our current and planned activities and the conduct of our business constitute illegal fee-splitting, the unlawful practice of medicine or a breach of any legal duty, or do not comply with laws and regulations relating to determination of payment amounts, surprise billing or transparency. Moreover, we can provide no assurance that future interpretations or applications of these laws will not require us to make material changes to our operations or business, including with respect to our existing contractual arrangements with providers and payors. If regulatory authorities assert or determine that we have violated any of these laws, we could be subject to

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significant penalties and/or restructuring requirements that could have a material adverse impact on our business, financial condition and results of operations.

Risks Related to Indebtedness

Our level of indebtedness and current leverage may materially adversely affect our ability to raise additional capital to fund our operations and limit our ability to react to changes in the economy or our industry.

As of December 31, ~~2020,~~2021, we had total indebtedness (excluding an aggregate of $1.8 million of letters of credit) of ~~$4,941.1~~$4,971.8 million, which is comprised of $1,300.0 million in aggregate principal amount of Senior Convertible PIK Notes, ~~$2,341.0~~$1,321.7 million in outstanding term loans under the term loan facility, $1,300.0 million in aggregate principal amount of 5.750% Notes, $1,050.0 million in aggregate principal amount of 5.50% Senior Secured Notes and $0.1 million in non-current finance lease obligations. In addition, we would have had an additional $450.0 million available for borrowing under the revolving credit facility (without giving effect to the $1.8 million of outstanding letters of credit referred to above). Our substantial level of indebtedness increases the possibility that we may be unable to generate cash sufficient to pay, when due, the principal of, interest on or other amounts due in respect of our indebtedness. Our substantial indebtedness, combined with our other financial obligations and contractual commitments, may have a material adverse impact on us and our business. For example, it could:

•make it more difficult for us to satisfy obligations with respect our indebtedness and any repurchase obligations that may arise thereunder;

•require us to dedicate a substantial portion of cash flow from operations to payments on our indebtedness, thereby reducing funds available for working capital, capital expenditures, acquisitions, research and development and other purposes;

•increase our vulnerability to adverse economic, market and industry conditions and limit our flexibility in planning for, or reacting to, these conditions;

•expose us to the risk of increased interest rates as certain of our borrowings are at variable rates of interest;

•limit our flexibility to adjust to changing market conditions and our ability to withstand competitive pressures, and we may be more vulnerable to a downturn in general economic or industry conditions or be unable to carry out capital spending that is necessary or important to our growth strategy;

•limit our ability to borrow additional funds or to dispose of assets to raise funds, if needed, for working capital, capital expenditures, acquisitions, research and development and other corporate purposes; and

•limit our ability to compete with others who are not as highly-leveraged.

Despite our current leverage, we and our subsidiaries may still be able to incur substantially more indebtedness, including secured indebtedness. This could further exacerbate the risks that we and our subsidiaries face.

We and our subsidiaries may be able to incur significant additional indebtedness in the future. Although certain of our subsidiaries are subject to restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of

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qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial. These restrictions also will not prevent us or such subsidiaries from incurring obligations that do not constitute indebtedness. We may also seek to increase the borrowing availability under the senior secured credit facilities through incremental term loans or an increase to the revolving credit facility commitments under the senior secured credit facilities under certain circumstances.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

All of the borrowings under the senior secured credit facilities bear interest at variable rates. As a result, an increase in interest rates, whether due to an increase in market interest rates or an increase in our own cost of borrowing, would increase the cost of servicing our debt even though the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease. A 0.25% increase in interest rates under the senior secured credit facilities (assuming the revolving credit facility was fully drawn) would increase our annual interest expense by approximately ~~$7.0~~$4.4 million. The impact of such an increase would be more significant than it would be for some other companies because of our substantial debt. In the future, we may enter into interest rate swaps that involve the exchange

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of floating for fixed rate interest payments in order to reduce interest rate volatility. However, we may not maintain interest rate swaps with respect to all of our variable rate indebtedness, and any swaps we enter into may not fully mitigate our interest rate risk.

In addition, interest on our Term Loan B and Revolver B is calculated in reference to LIBOR, the publication of which is expected to be discontinued in mid-2023. We are currently assessing the impact that the discontinuation of LIBOR may have on us. It is possible that the transition from LIBOR will result in interest rates and/or payments that result in higher borrowing costs over time than would have been our obligations if LIBOR continued to be available in its current form. See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" in this Annual Report for more information.

Our debt agreements contain restrictions that limit our flexibility in operating our business.

~~The senior secured credit facilities contain,~~We are subject to certain affirmative and negative debt covenants under the ~~indenture that governs the 5.750% Notes issued by MPH contains, various covenants~~debt agreements governing our indebtedness that limit ~~MPH's and its restricted~~our and/or certain of our subsidiaries' ability to engage in ~~specified~~specific types of transactions. These covenants limit ~~MPH's and its restricted~~our and/or certain of our subsidiaries' ability to, among other things:

•incur additional indebtedness or issue ~~certain~~disqualified or preferred ~~shares;~~stock;

•pay certain dividends or make certain distributions on capital stock or repurchase or redeem capital stock;

•make certain loans, investments or other restricted payments;

•transfer or sell certain assets;

•incur certain liens;

•place restrictions on the ability of its subsidiaries to pay dividends or make other payments to ~~MPH;~~us;

•guarantee indebtedness or incur other contingent obligations;

•~~consolidate, merge, sell~~prepay junior debt and make certain investments;

•consummate any merger, consolidation or ~~otherwise~~amalgamation, or liquidate, wind up or dissolve ourself or itself (or suffer any liquidation or dissolution), or dispose of all or substantially all of ~~their assets;~~our or such subsidiary's business units, assets or other properties; and

•engage in transactions with our affiliates.

In addition, under the senior secured credit facilities, in certain circumstances, MPH is required to satisfy specified financial ratios, including a first-lien secured debt leverage ratio. MPH's ability to meet those financial ratios can be affected by events beyond our control, and MPH may not be able to meet those ratios and tests.

The restrictions and specified financial ratios could limit our ability to plan for or react to market or economic conditions or meet capital needs or otherwise restrict our activities or business plans and could adversely affect our ability to finance operations, acquisitions, investments or strategic alliances or other capital needs or to engage in other business activities that would be in our interest.

~~A breach of~~The debt agreements governing the ~~covenants under the indentures that govern the Senior Convertible PIK Notes, the credit agreement that governs the~~new senior secured credit facilities, orTerm Loan B, the ~~indenture that governs~~Revolver B, the 5.750% Notes ~~could result~~and the 5.50% Senior Secured Notes contain customary events of default, subject to grace periods and exceptions, which include, among others, payment defaults, cross-defaults to certain material indebtedness, certain events of bankruptcy, material judgments, in the case of the debt agreements governing the new senior secured credit facilities and the 5.50% Senior Secured Notes, failure of a guarantee on the liens on material collateral to remain in effect, in the case of the debt agreements governing the new senior secured credit facilities, Term Loan B and Revolver B any change of control. Upon the occurrence of an event of default under such debt agreements, the ~~applicable indebtedness. Such default may allow the creditors~~lenders and holders of such debt will be permitted to accelerate the ~~related debt~~loans and ~~may result in~~terminate the ~~acceleration of any~~commitments, as applicable, thereunder and exercise other ~~debt~~specified remedies available to ~~which a cross-acceleration or cross-default provision applies. In addition, an event of default under the senior secured credit facilities would permit~~ the lenders ~~under the senior secured credit facilities to terminate all commitments to extend further credit under those facilities. Furthermore, if we were unable to repay the amounts due~~ and ~~payable under the senior secured credit facilities, those lenders could proceed against the collateral granted to them to secure such indebtedness.~~holders thereunder. These actions by lenders could cause cross-acceleration under the indentures that govern the Senior

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Convertible PIK Notes and the ~~indenture~~indentures that ~~governs~~govern the 5.750% Notes and the 5.50% Senior Secured Notes. A significant portion of our indebtedness then may become immediately due and payable. We cannot be certain whether we would have, or would be able to obtain, sufficient funds to make these accelerated payments. If any such indebtedness is accelerated, our assets may not be sufficient to repay in full such indebtedness and our other indebtedness.

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We may not be able to generate sufficient cash to service all of our indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which in turn are subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments may restrict us from adopting some of these alternatives. In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. In the absence of such cash flows and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. The agreement that governs the senior secured credit facilities and the indenture that governs the 5.750% Notes restrict us, MPH and our restricted subsidiaries' ability to dispose of assets and use the proceeds from the disposition. We may not be able to consummate those dispositions or to obtain the proceeds that we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations.

A lowering or withdrawal of the ratings assigned to our debt ~~securities~~instruments by rating agencies may increase our future borrowing costs and reduce our access to capital.

~~Our~~Any rating assigned to our debt ~~currently has a non-investment grade rating, and any rating assigned~~instruments could be lowered or withdrawn entirely by a rating agency if, in that rating agency's judgment, future circumstances relating to the basis of the rating, such as adverse changes in our performance under assorted financial metrics and other measures of financial strength, our business and financial risk, our industry or other factors determined by such rating agency, so warrant. There can be no assurances that our credit ratings or outlook will not be lowered in the future in response to adverse changes in these metrics and factors caused by our operating results or by actions that we take, that reduce our profitability, or that require us to incur additional indebtedness for items such as substantial acquisitions, significant increases in costs and capital spending in security and IT systems, significant costs related to settlements of litigation or regulatory requirements, or by returning excess cash to shareholders through dividends. Consequently, real or anticipated changes in our credit rating will generally affect the market value of our indebtedness. Additionally, credit ratings may not reflect the potential effect of risks relating to the structure of our indebtedness. Any future lowering of our ratings likely would make it more difficult or more expensive for us to obtain additional debt financing and may reduce our profitability.

Risks Related to Our Common Stock

H&F and the Sponsor beneficially own a significant equity interest in us and their interests may conflict with us or other shareholders' interests.

H&F and the Sponsor collectively control approximately ~~40%~~42% of our voting equity. As a result, they have significant influence over our decisions to enter into any corporate transaction. In addition, H&F and the Sponsor are each in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with us. H&F and the Sponsor, and their respective affiliates, may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. Our second amended and restated certificate of incorporation provides that certain parties may engage in competitive businesses and renounces any entitlement to certain corporate opportunities offered to the private placement investors or any of their managers, officers, directors, equity holders, members, principals, affiliates and subsidiaries (other than us and our subsidiaries) that are not expressly offered to them in their capacities as our directors or officers. The second amended and restated certificate of incorporation also provides that certain parties or any of their managers, officers, directors, equity holders, members, principals, affiliates and subsidiaries

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~~(other~~ (other than us and our subsidiaries) do not have any fiduciary duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us or any of our subsidiaries.

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We are currently and may in the future be subject to securities or other stockholder litigation, which is expensive and could divert management attention.

In the past, following periods of volatility in the overall market and the market prices of particular companies' securities, securities class action or state stockholder litigations have often been instituted against publicly traded companies. We are currently, and may in the future be, the target of this type of litigation and regulatory proceedings. For example, we were previously named as a defendant in two putative class action lawsuits relating to the Transactions that have since been consolidated under the caption In Re MultiPlan Corp. Stockholders Litigation, Consolidated C.A. No. 2021-0300-LWW (Del.Ch) (“Delaware Stockholder Litigation”). While we have been dismissed from the Delaware Stockholder Litigation, that consolidated lawsuit is proceeding against other defendants affiliated with Churchill Capital III Corp.

The existence of litigation, claims, investigations and proceedings may harm our reputation, limit our ability to conduct our business in the affected areas and adversely affect the trading prices of our stock and/or other securities. The outcome of any claims, investigations and proceedings is inherently uncertain, and in any event defending against these claims could result in substantial costs and divert our management's attention and resources from other business concerns, which could seriously harm our business. Any adverse determination in any such litigation or any amounts paid to settle any such actual or threatened litigation could require that we make significant payments incur legal and other costs, limit our ability to conduct business or require us to change the manner in which we operate.

Our board of directors will be authorized to issue and designate shares of our preferred stock in additional series without stockholder approval.

Our second amended and restated certificate of incorporation authorizes our board of directors, without the approval of our stockholders, to issue 10,000,000 shares of our preferred stock, subject to limitations prescribed by applicable law, rules and regulations and the provisions of our second amended and restated certificate of incorporation, as shares of preferred stock in series, to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof. The powers, preferences and rights of these additional series of preferred stock may be senior to, or on parity with, our common stock, which may reduce its value.

Our charter designates a state court within the State of Delaware, to the fullest extent permitted by law, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit the ability of our stockholders to obtain a favorable judicial forum for disputes with us or with our directors, officers or employees and may discourage stockholders from bringing such claims.

Under our charter, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum will be a state court within the State of Delaware for:

•any derivative action or proceeding brought on ~~behalf of MultiPlan;~~our behalf;

•any action asserting a claim of breach of a fiduciary duty owed by, or any wrongdoing by, any director, officer or employee of ours to us or our stockholders;

•any action asserting a claim against us or any director or officer or other employee of ours arising pursuant to any provision of the DGCL or our charter or bylaws (as either may be amended, restated, modified, supplemented or waived from time to time);

•any action asserting a claim against us or any director or officer or other employee of ours governed by the internal affairs doctrine; or any action asserting an "internal corporate claim" as that term is defined in Section 115 of the DGCL, shall be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware).

For the avoidance of doubt, the foregoing provisions of our charter will not apply to any action or proceeding asserting a claim under the Securities Act or the Exchange Act. These provisions of our charter could limit the ability of our stockholders to obtain a favorable judicial forum for certain disputes with us or with our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and employees. Alternatively, if a court were to find these provisions of our charter inapplicable to, or unenforceable in respect of, one or more of the types of actions or proceedings listed above, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition and results of operations.

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Provisions in our organizational documents and stockholders agreement could delay or prevent a change of control.

Certain provisions of our second amended and restated certificate of incorporation, amended and restated bylaws and Investor Rights Agreement may have the effect of delaying or preventing a merger, acquisition, tender offer, takeover attempt or other change of control transaction that a stockholder might consider to be in its best interest, including attempts that might result in a premium over the market price of our common stock.

These provisions provide for, among other things:

•the division of our board of directors into three classes, as nearly equal in size as possible, with directors in each class serving three-year terms and with terms of the directors of only one class expiring in any given year;

•that directors may only be removed for cause, and only by the affirmative vote of the holders of at least two-thirds in voting power of all the then-outstanding shares of stock entitled to vote thereon, voting together as a single class;

•the ability of our board of directors to issue one or more series of preferred stock with voting or other rights or preferences that could have the effect of impeding the success of an attempt to acquire us or otherwise effect a change of control;

•advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at stockholder meetings;

•the right of H&F and Sponsor and certain of their respective affiliates to nominate a number of the members of our board of directors and the obligation of certain of our the other parties to the Investor Rights Agreement to support such nominees;

• certain limitations on convening special stockholder meetings; and

•that certain provisions of our second amended and restated certificate of incorporation and amended and restated bylaws may be amended only by the affirmative vote of the holders of at least two-thirds in voting power of all the then-outstanding shares of our stock entitled to vote thereon, voting together as a single class.

These provisions could make it more difficult for a third-party to acquire us, even if the third-party’s offer may be considered beneficial by many of our stockholders. As a result, our stockholders may be limited in their ability to obtain a premium for their shares.

We currently do not intend to declare dividends on our common stock in the foreseeable future and, as a result, your only opportunity to achieve a return on your investment is if the price of our common stock appreciates.

We currently do not expect to declare any dividends on our common stock in the foreseeable future. Any determination to declare or pay dividends in the future will be at the discretion of our board of directors, subject to applicable laws and dependent upon a number of factors, including our earnings, capital requirements, debt service obligations, overall financial condition and other factors that our board of directors deems relevant. In addition, our ability to pay dividends on our common stock is currently limited by the covenants contained in the agreements governing our debt instruments, and may be further restricted by the terms of any future debt or preferred securities. We cannot guarantee that we will pay, or if commenced continue to pay, a dividend in the future. Accordingly, your only opportunity to achieve a return on your investment in our company may be if the market price of our common stock appreciates and you sell your shares at a profit. The market price for our common stock may never exceed, and may fall below, the price that you pay for such common stock.

A significant portion of our Class A common stock is restricted from immediate resale, but may be sold into the market in the future. This could cause the market price of our Class A common stock to drop significantly, even if our business is doing well.

The market price of shares of our Class A common stock could decline as a result of substantial sales of our Class A common stock, particularly by our significant stockholders, a large number of shares of our Class A common stock becoming available for sale or the perception in the market that holders of a large number of shares intend to sell their shares. Sales of a substantial number of shares of common stock in the public market could occur at any time.

In connection with the Merger Agreement, we, the Sponsor, Holdings, H&F and certain other parties thereto entered into the Investor Rights Agreement, pursuant to which such stockholders are entitled to, among other things, certain registration rights, including demand, piggy-back and shelf registration rights, subject to cut-back provisions. Certain parties to the Investor

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Rights Agreement, including H&F and the Sponsor, have agreed not to sell, transfer, pledge or otherwise dispose of shares of our Class A common stock and warrants they hold or receive for certain time periods specified therein, however, upon expiration of their respective lock-up periods, the sale of shares of our Class A common stock and warrants or the perception that such sales may occur, could cause the market price of our securities to drop significantly.

Our Private Placement Warrants and unvested founder shares are accounted for as derivative liabilities and changes in fair value for each period are reported in earnings, which may have an adverse effect on the market price of our Class A common stock.

As of December 31, 2021, we had Private Placement Warrants exercisable for an aggregate of 24,500,000 shares of our Class A common stock and unvested founder shares contingently issuable for an aggregate of 12,404,080 shares of our Class A common stock outstanding. We account for the Private Placement Warrants and unvested founder shares as liabilities. At each reporting period (i) the accounting treatment of the Private Placement Warrants and unvested founder shares will be re-evaluated for proper accounting treatment as a liability or equity and (ii) the fair value of the liability of the Private Placement Warrants and unvested founder shares will be remeasured and the change in the fair value of the liability will be recorded as Change in fair value of Private Placement Warrants and unvested founder shares in our consolidated statements of income (loss) and comprehensive income (loss). Changes in the inputs and assumptions for the valuation model we use to determine the fair value of such liability may have a material impact on the estimated fair value of the embedded derivative liability. The share price of our Class A common stock represents the primary underlying variable that impacts the value of the derivative instruments. Additional factors that impact the value of the derivative instruments include the volatility of our stock price, risk-free rate and discount for lack of marketability. As a result, our consolidated financial statements and results of operations may fluctuate quarterly, based on various factors, such as the share price of our Class A common stock, many of which are outside of our control. In addition, we may change the underlying assumptions used in our valuation model, which could result in significant fluctuations in our results of operations. If our stock price is volatile, we expect that we will recognize non-cash gains or losses on the outstanding Private Placement Warrants, unvested founder shares or any other similar derivative instruments each reporting period and that the amount of such gains or losses could be material. The impact of changes in fair value on earnings may have an adverse effect on the market price of our Class A common stock.

The price of our securities may be volatile.

The trading price of our securities may fluctuate substantially. This may be especially true for companies like ours with a small public float. The trading price of our securities will depend on many factors, including those described in this "Risk Factors" section, many of which are beyond our control and may not be related to our operating performance. Any of the factors listed below could have a material adverse effect on your investment in our securities. In such circumstances, the trading price of our securities may experience a decline.

The price of our securities may fluctuate due to a variety of factors, including:

•actual or anticipated fluctuations in our quarterly and annual results and those of other public companies in our industry;

•changes in the market's expectations about our operating results;

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•the public's reaction to our press releases, other public announcements and filings with the SEC;

•speculation in the press or investment community;

•short seller reports and negative public commentary;

•actual or anticipated developments in our business, competitors' businesses or the competitive landscape generally;

•the operating results failing to meet the expectation of securities analysts or investors in a particular period;

•our ability to execute on our strategic plans and amount of costs we incur in connection therewith;

•changes in financial estimates and recommendations by securities analysts concerning us or the market in general;

•the failure of securities analysts to publish research about us, or shortfalls in our operating results compared to levels forecast by securities analysts;

•operating and stock price performance of other companies that investors deem comparable to ours;

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•changes in laws and regulations affecting our business;

•commencement of, or involvement in, litigation involving us;

•changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;

•the volume of our Class A common stock available for public sale;

•any major change in our board of directors or management;

•sales of substantial amounts of our common stock by our directors, officers or significant stockholders or the perception that such sales could occur;

•mergers and strategic alliances in the industry in which we operate;

•market prices and conditions in the industry in which we operate;

•general economic and political conditions such as recessions, interest rates and "trade wars," inflation, pandemics (such as COVID-19), natural disasters, potential or actual military conflicts or acts of terrorism;

•the general state of the securities markets; and

•other risk factors listed under "Risk Factors."

Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general and the NYSE have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to us could depress our stock price regardless of our business, prospects, financial conditions or results of operations. Broad market and industry factors, including, most recently, the impact of the novel coronavirus, COVID-19, and any other global pandemics, as well as general economic, political and market conditions such as recessions or interest rate changes, may seriously affect the market price of our securities, regardless of our actual operating performance. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

~~We are currently and may in the future be subject to securities litigation, which is expensive and could divert management attention.~~

In the past, following periods of volatility in the overall market and the market prices of particular companies' securities, securities class action litigations have often been instituted against publicly traded companies. We are currently and may in the future be the target of this type of litigation. For example, on February 24, 2021 and March 5, 2021, putative securities class action complaints captioned Srock v. MultiPlan Corporation et al., No. 1:21-cv-1640 (S.D.N.Y.) and Verger v. MultiPlan Corporation et al., No. 1:21-cv-01965 (S.D.N.Y.) were filed in the United States District Court for the Southern District of New

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York. The Srock lawsuit was voluntarily dismissed on March 15, 2021. The Verger lawsuit is brought against the Company; its Chief Executive Officer, Mr. Mark Tabak; and its Chief Financial Officer, Mr. David Redmond, as well as individuals and entities involved in the Transactions, including Paul Galant, our President, New Markets, and Glenn August and Michael Klein, each of whom currently serve on our Board. The complaint asserts claims for violations of Sections 10(b), 14(a), and 20(a) of the Securities Exchange Act of 1934 and Rules 10b-5 and 14a-9 promulgated thereunder and seek damages based on alleged material misrepresentations and omissions concerning the Transactions. The proposed class period is July 12, 2020, through November 10, 2020, inclusive. These or other securities litigation against us could result in substantial costs and divert our management's attention and resources from other business concerns, which could seriously harm our business. Any adverse determination in any such litigation or any amounts paid to settle any such actual or threatened litigation could require that we make significant payments.

Item 1B. Unresolved Staff Comments

None

Item 2. Properties

We lease all of our properties, which are located in 15 states. Our corporate headquarters are located in New York, New York. Our primary data center is hosted by a leading provider of co-location hosting services in Texas. Our redundant data center is hosted by a leading provider of co-location hosting services within a facility located in Illinois.

Item 3. Legal Proceedings

We are a defendant in various lawsuits and other pending and threatened litigation and other adversarial matters which have arisen in the ordinary course of business as well as regulatory investigations, all which have arisen in the ordinary course of business. While the ultimate outcome with respect to such proceedings cannot be predicted with certainty, we believe they will not have a material adverse effect on our financial condition or results of operations. ~~In addition,~~

On March 25, 2021 and April 9, 2021, we were ~~party to five stockholder actions~~named as a defendant in two putative class action lawsuits relating to the Transactions ~~all~~that have since been consolidated under the caption In Re MultiPlan Corp. Stockholders Litigation, Consolidated C.A. No. 2021-0300-LWW (Del.Ch) ("Delaware Stockholder Litigation"). The Delaware Stockholder Litigation asserts breach of ~~which were dismissed prior to closing~~fiduciary duty claims and aiding and abetting breach of fiduciary duty claims against the ~~Transactions.~~

~~In addition, on February 24, 2021~~former directors of the Churchill board, the Sponsor, KG and ~~March 5, 2021, putative securities class action complaints captioned Srock v. MultiPlan Corporation et al., No. 1:21-cv-1640 (S.D.N.Y.~~M. Klein (collectively, the "Churchill Defendants") and ~~Verger v. MultiPlan Corporation et al., No. 1:21-cv-01965 (S.D.N.Y.) were filed in~~ the ~~United States District Court for the Southern District of New York.~~Company. The Srock lawsuit was voluntarily dismissed on March 15, 2021. The Verger lawsuit is brought against the Company; its Chief Executive Officer, Mr. Mark Tabak; and its Chief Financial Officer, Mr. David Redmond, as well as individuals and entities involved inDelaware Stockholder Litigation complaint alleges that the Transactions ~~including Paul Galant, our President, New Markets, and Glenn August and Michael Klein, each~~were a product of ~~whom currently serve on our Board. The complaint asserts claims for violations~~an unfair process by Churchill, which was allegedly impacted by conflicts of ~~Sections 10(b), 14(a), and 20(a)~~interest, resulting in mispricing of ~~the Securities Exchange Act of 1934 and Rules 10b-5 and 14a-9 promulgated thereunder and seek damages based on alleged material misrepresentations and omissions concerning~~ the Transactions. The ~~proposed class period is July 12, 2020, through November 10, 2020, inclusive.~~complaint seeks, among other things, damages, certain equitable relief including the reopening of redemptions, and attorneys’ fees and costs. The Company ~~cannot reasonably estimate~~and the Churchill Defendants filed motions to dismiss the complaint. On January 3, 2022, the Chancery Court issued a ~~potential future loss or a range~~ruling granting

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in part the Company’s motion to dismiss and ~~has not recorded a contingent liability accrual as~~denying the motion to dismiss filed by the Churchill Defendants. The Company is therefore dismissed from the Delaware Stockholder Litigation, which will proceed against the Churchill Defendants. Certain of ~~December 31, 2020.~~

the Churchill Defendants have contractual indemnification rights to the Company.

Item 4. Mine Safety Disclosures

N/A

Part II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Price and Ticker Symbols

Our Class A common stock and Public Warrants are currently listed on NYSE under the symbols "MPLN" and "MPLN.WS," respectively.

Holders

As of ~~March 5, 2021,~~February 21, 2022, there were ~~105~~88 holders of record of our Class A common stock. Such numbers do not include beneficial owners holding our securities through nominee names.

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Dividend Policy

We have not paid any cash dividends on our Class A common stock to date. The payment of cash dividends in the future will be dependent upon, among other things, our revenues and earnings, capital requirements and general financial condition and the terms of any outstanding indebtedness. The payment of any cash dividends will be within the discretion of the Board at such time.

Securities Authorized for Issuance Under Equity Compensation Plans

See Item 12, Security Ownership of Certain Beneficial Owner and Management and related Stockholder Matters, for information related to securities authorized for issuance under the Company's equity compensation plans.

Recent Sales of Unregistered Securities

None.

~~As further described in Note 4 The Transactions~~Issuer Purchases of ~~the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K, on October 8, 2020,~~Equity Securities


(in thousands, except share and per share data)	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased(1)
Period

October 1 - 31, 2021	7,143,639	$	5.13	7,143,639	$	152,257
November 1 - 30, 2021	510,240	4.42		510,240	150,000
December 1 - 31, 2021	—	—		—	150,000
Total	7,653,879	$	5.09	7,653,879	$	150,000

(1) On August 27, 2021, the Company ~~consummated~~announced a share repurchase program approved by its board of directors, authorizing, but not obligating, the ~~Transactions. In connection with the Transactions, the Company (i) issued~~repurchase of up to ~~the former owners of Polaris Parent~~ an aggregate amount of ~~415,700,000 shares~~$250,000,000 of its Class A common stock from time to time through December 31, 2022. Repurchases under the share repurchase program may be made in amounts and at prices the Company deems appropriate and may be made pursuant to ~~the Merger Agreement, (ii) issued and sold~~a trading plan intended to investors in a private placement 132,050,000 shares of its Class A common stock and PIPE Warrants to purchase 6,500,000 shares of its Class A common Stock for aggregate gross proceeds of $1,300,000,000, (iii) issued $1,300,000,000 in aggregate principal amount of Senior Convertible PIK Notes for aggregate gross proceeds of $1,267,500,000 and (iv) issued an unsecured promissory note to Sponsor in an aggregate principal amount of $1,500,000, which Sponsor converted into the Working Capital Warrants to purchase 1,500,000 shares of Class A common stock at a purchase price of $1.00 per share.

~~The Company issued the foregoing securities~~qualify under ~~Section 4(a)(2)~~Rule 10b5-1 of the ~~Securities Act and/or Rule 506 of Regulation D promulgated~~Exchange Act. Repurchases by the Company under the ~~Securities Act, as a transaction not requiring registration under Section 5~~share repurchase program will be subject to general market and economic conditions, applicable legal requirements and other considerations, and the share repurchase program may be suspended, modified or discontinued at any time without prior notice at the Company’s discretion.

Table of the Securities Act. The parties receiving the securities represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution, and appropriate restrictive legends were affixed to the certificates representing the securities (or reflected in restricted book entry with the Company's transfer agent). The parties also had adequate access, through business or other relationships, to information about the Company.

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~~Issuer Purchases of Equity Securities~~

Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
October 1 - 31, 2020 — $ — — —
November 1 - 30, 2020 — $ — — —
December 1 - 31, 2020
13,087 (1)
$ 8.93 — —
Total 13,087 $ 8.93 — —

(1) Represents shares repurchased at a cost of $0.1 million to satisfy tax withholding obligations arising upon the vesting of certain restricted shares issued under the 2020 Omnibus Incentive Plan.

Performance Graph

The following Performance Graph and related information shall not be deemed ~~“soliciting material”~~"soliciting material" or to be ~~“filed”~~"filed" with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Securities Exchange Act, except to the extent that the Company specifically incorporates it by reference into such filing.

The following graph compares, as of each of the dates indicated, the percentage change in the Company’s cumulative total shareholder return on its Class A common stock with the cumulative total return of the S&P 500 Index and the S&P Composite 1500 Health Care Technology Index.

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The graph assumes that the value of the investment in our Class A common stock and each index was $100 at October 9, 2020, which was the first day the Class A common stock was traded on the New York Stock Exchange, and that all dividends paid by those companies included in the indices were reinvested. The graph is based on historical data and is not necessarily indicative of future performance.

October 9, 2020 ($) October 31, 2020 ($) November 30, 2020 ($) December 31, 2020 ($)
MultiPlan Corporation 100.00 75.41 71.69 82.54
S&P 500 Index 100.00 94.09 104.39 108.40
S&P Composite 1500 Health Care Technology Index 100.00 97.78 107.91 116.75


	October 9, 2020 ($)	December 31, 2020 ($)	March 31, 2021 ($)	June 30, 2021 ($)	September 30, 2021 ($)	December 31, 2021 ($)
MultiPlan Corporation	100.00	82.54	57.33	98.35	58.16	45.76
S&P 500 Index	100.00	108.40	115.10	124.94	125.66	139.52
S&P Composite 1500 Health Care Technology Index	100.00	116.75	112.04	123.84	110.48	137.40

Item 6. ~~Selected Financial Data~~[Reserved]

~~The Company has applied the amendment to Regulation S-K Item 301 which became effective on February 10, 2021.~~

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Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the notes accompanying those statements appearing elsewhere in this Annual Report on Form 10-K. The results described below are not necessarily indicative of the results to be expected in any future periods.

Company Overview

MultiPlan is a leading ~~value-added~~ provider of data analytics and technology-enabled ~~end-to-end cost management, payment~~solutions designed to bring affordability, efficiency and ~~revenue integrity solutions~~fairness to the ~~U.S.~~United States healthcare industry. We do so through services focused on reducing medical cost and improving payment accuracy for the payors of healthcare, which are ~~also one~~health insurers, self-insured employers and other health plan sponsors (typically through their health plan administrators), and, indirectly, the plan members who are the consumers of ~~the largest independent PPOs~~healthcare services.

Founded initially in ~~the U.S., with contracted providers in all 50 states~~1980 as a New York-based hospital network, MultiPlan has evolved both organically and ~~the District~~through acquisition into a national organization offering three categories of Columbia. We are committed to helping healthcare payors manage the cost of care, improve their competitiveness and inspire positive change. Leveraging sophisticated technology, data analytics and a team-rich industry experience, MultiPlan interprets clients' needs and customizes innovative solutions through the following offerings:

services:

•Analytics-Based Services: data-driven algorithms which detect claims over-charges and either negotiate or recommend ~~or negotiate~~ fair ~~reimbursement;~~

reimbursement using a variety of data sources and pricing algorithms;

•Network-Based Services: contracted discounts with healthcare providers ~~including~~to form one of the largest independent preferred provider organizations ("PPO") in the United States ~~and~~with over 1.2 million under contract, as well as outsourced network development and/or management services; and

•Payment and Revenue Integrity Services: data, technology, and clinical expertise deployed to identify and remove improper and unnecessary charges before or after claims are paid, or to identify and help restore and preserve underpaid premium dollars.

~~Our~~Although the end beneficiary of our services are employers and other plan sponsors and their health plan members, our direct customers ~~almost entirely~~ are ~~payors.~~mostly health plan administrators ("Payors"). We offer these ~~payors~~Payors a single electronic gateway to a comprehensive set of services in each of the above three categories, ~~(Analytics-Based Services, Network-Based Services, and Payment Integrity Services),~~ which are used in combination or individually to reduce the medical cost burden on ~~healthcare payors~~their health plan customers and ~~patients~~members while fostering fair and efficient payments to the providers. These comprehensive offerings have enabled us to maintain long-term relationships with a number of our customers, including relationships of over 25 years with some of the ~~nation’s~~nation's largest ~~commercial payors.~~Payors. For the year ended December 31, ~~2020,~~2021, our ~~expansive network included access to over 1,200,000 healthcare providers and our comprehensive~~ services identified approximately ~~$18.8~~$21.7 billion in potential medical cost savings.

We believe our solutions provide a strong value proposition to Payors, their health plan customers and healthcare consumers, as well as to providers. Overall, our service offerings aim to reduce healthcare costs in a manner that is orderly, efficient and fair to all parties. In addition, because in most instances the fee for our services is directly linked to the savings we identify, our revenue model is aligned with the interests of our customers.

The Transactions

The Transactions were accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, Churchill was treated as the "acquired" company for financial reporting purposes with MultiPlan Parent determined to be the accounting acquiror. This determination was primarily based on the existing MultiPlan Parent stockholders being the majority stockholders and holding majority voting power in the combined company, MultiPlan Parent's senior management comprising the majority of senior management of the combined company, and the ongoing operations of MultiPlan Parent comprising the ongoing operations of the combined company. Accordingly, for accounting purposes, the Transactions were treated as the equivalent of MultiPlan Parent issuing shares for the net assets of Churchill, accompanied by a recapitalization. The net assets of Churchill were recognized at fair value ~~(where~~(which were consistent with carrying value), with no goodwill or other intangible assets recorded. See Note 4 The Transactions of the ~~Note~~Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for further information on the Transactions.

As a consequence of the Transactions, we became the successor to an SEC-registered and NYSE-listed company.

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HST Acquisition

On November 9, 2020, the Company acquired HST, a healthcare technology company that enables value-driven health benefit plan designs featuring reference-based pricing and tools to engage health plan members and providers in making the

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best use of available benefits both before and after care delivery. The Company acquired 100 percent of the voting equity interests of HST.

The results of operations and financial condition of HST have been included in the Company's consolidated results from the date of acquisition. ~~Through December 31, 2020, HST's impact on revenues and net earnings was not material.~~ In connection with the HST acquisition, the Company incurred transaction costs. The transaction costs have been expensed as incurred and these amounts, totaling $0.1 million and $0.9 million for the ~~year~~years ended December 31, 2021 and 2020, respectively, are included in general and administrative expenses in the accompanying consolidated statements of income (loss) ~~income~~ and comprehensive income (loss).

DHP Acquisition

On February 26, 2021, the Company completed the acquisition of DHP, an analytics and technology company offering healthcare payment and revenue integrity services. The Company acquired 100 percent of the voting equity interest of DHP. The acquisition strengthens MultiPlan's service offering in the payment integrity market with new and complementary services to help its payor customers manage the overall cost of care and improve their competitiveness. It also adds revenue integrity services for plans that receive premiums from the Centers for Medicare and Medicaid Services.

The results of operations and financial condition of DHP have been included in the Company's consolidated results from the date of acquisition. In connection with the DHP acquisition, the Company incurred transaction-related expenses of $4.9 million and $0.6 million for the years ended December 31, 2021 and 2020, respectively. The transaction-related expenses have been expensed as incurred and are included in general and administrative expenses in the accompanying consolidated statements of income (loss) ~~income.~~and comprehensive income (loss).

Uncertainty Relating to the Ongoing COVID-19 Pandemic

As discussed in Note 1 General Information and Basis of Accounting of the Notes to Consolidated Financial Statements included in this Annual Report, the COVID-19 pandemic has negatively impacted our business, results of operations and financial condition during the years ended December 31, 2021 and 2020.

We temporarily closed all of our offices and restricted travel due to concern for our employees' health and safety and also in compliance with state orders. Most of our approximately 2,400 employees continue to work remotely. Other than these modifications, we have not experienced any material changes to our operations including receiving and processing transactions with our customers as a result of the COVID-19 pandemic.

Effects from COVID-19 began to impact our business in first quarter 2020 with various federal, state, and local governments and private entities mandating restrictions on travel, restrictions on public gatherings, closure of non-essential commerce, and shelter in place orders. The Company experienced an approximately 4.6% decline in revenues for the year ended December 31, 2020 as compared to 2019 primarily due to reduced volume from customers as a result of restrictions on elective medical procedures and non-essential medical services. Although the revenues for the year ended December 31, 2021, exceeded revenues for the year ended December 31, 2020 and the pre-COVID revenues for the year ended December 31, 2019, the Company's revenues continue to be negatively impacted by the ongoing COVID-19 pandemic, but to a lesser extent compared to 2020 as vaccination rates have increased and restrictions on medical services have been lifted. The extent of the ultimate impact of COVID-19 will depend on the severity and duration of the pandemic. Future developments ~~are highly~~remain uncertain, including the ~~widespread availability and distribution~~number of ~~COVID-19 vaccines,~~confirmed cases, the emergence of highly contagious variants, and any actions taken by federal, state and local governments such as economic relief efforts, as well as U.S. and global economies, ~~and~~ consumer behavior and ~~health care~~healthcare utilization patterns.

~~We have temporarily closed all of our offices and restricted travel due to concern for our employees' health and safety and also in compliance~~In connection with state shelter in place orders. Most of our approximately 2,000 employees are working remotely. Other than these modifications, we have not experienced any material changes to our operations including receiving and processing transactions with our customers as a result of COVID-19.

~~The~~the COVID-19 pandemic, ~~is evolving rapidly. We believe COVID-19's impact on our businesses, operating results, cash flows and/or financial condition primarily will be driven by~~ the severity and duration of the pandemic; the pandemic's impact on the U.S. and global economies and consumer behavior and health care utilization patterns; and the timing, scope and impact of stimulus legislation as well as other federal, state and local governmental responses to the pandemic. Those primary drivers are beyond our knowledge and control. COVID-19 will continue to impact our businesses, operating results, cash flows and/or financial condition but it is uncertain if such impact will become more adverse or material as explained above.

~~The~~ CARES Act was enacted on March 27, 2020 and included certain changes to corporate income taxes. Specifically, the CARES Act ~~provides~~provided numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses, temporary changes to the prior and future limitations on interest deductions, temporary suspension of certain payment requirements for the employer portion of Social Security taxes, technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property, and the creation of certain payroll tax credits associated with the retention of employees. We assessed these impacts and noted the largest impact is due to the tax law change related to the interest disallowance rules retroactive to 2019. The other aspects of the CARES Act did not have a material effect on us. ~~See Note 12 Income Taxes~~

Table of ~~the Notes to Consolidated Financial Statements for additional information.~~Contents

Factors Affecting Our Results of Operations

Key Technology

Our strength as a company is our ability to use data and analytics to develop new service opportunities to enhance our customer relationships and to increase revenues. We use technology, data and analytics to transform healthcare transactions into multiple opportunities for savings and recurring revenues by leveraging data and analytics to inform our transaction processing systems (~~i.e.~~(i.e., our claims processing systems). The transaction processing systems generate savings for our customers, revenues for us, and each transaction adds more data to our intelligence engine and data warehouse. The intelligence engine drives our analytics and development of new saving opportunities and revenue growth through service enhancement or new product development.

Our technology also contributes to our ability to efficiently process our transactions through EDI batch files, ~~real time~~real-time web services and online through customer and provider portals. We believe our current infrastructure can support significantly more than the current transaction volume giving us room for growth and increased volume. Our application platforms are architected and built with redundancy to eliminate downtime. All of the claims processed in our system are received via EDI or direct web service integration. As we process more claims through EDI and direct service integration, our electronic integration with customers results in substantial back office interconnectivity and considerably reduces complexity and processing failures.

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Because we believe our transaction processing systems are scalable, we should be able to absorb significant increases in volume at minimal marginal costs. Our integration into our customers' systems and processes is an important component of our business model.

Medical Cost Savings

Our business and revenues are driven by the ability to lower medical costs through claims savings for our customers. The medical charges of those claims can influence our ability to generate claim savings.

The following table presents the medical charges processed and the potential savings identified for the periods presented:


		For the Year Ended December 31,				Year Ended December 31,
(in billions)	(in billions)	2020	2019	2018	(in billions)	2021		2020		2019
Medical charges processed~~(1)~~(3)	Medical charges processed~~(1)~~(3)	$105.4	$106.3	$101.6	Medical charges processed~~(1)~~(3)	$	120.7	$	101.7	$	107.1
Potential medical cost savings~~(2)~~(3)	Potential medical cost savings~~(2)~~(3)	$18.8	$18.9	$18.6	Potential medical cost savings~~(2)~~(3)	$	21.7	$	18.6	$	18.1

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(1)Medical charges processed ~~represents~~represent the aggregate dollar amount of claims processed by our cost management solutions in the period presented. The dollar amount of the claim for purposes of this calculation is the dollar amount of the claim prior to any reductions that may be made as a result of the claim being processed by our cost management solutions. Medical charges processed include medical charges processed on HST acquired claims of $1.9 billion for the year ended December 31, 2021. No medical charges processed by HST were included for 2020 and 2019. Medical charges processed exclude medical charges processed by DHP in all time periods.

(2)Potential medical cost savings represent the aggregate amount of potential savings in dollars identified by our cost management solutions in the period presented. Since certain of our fees are based on the amount of savings achieved by our customers and our customers are the final adjudicator of the claims and may choose not to reduce claims or reduce claims by only a portion of the potential savings identified, potential medical cost savings may not directly correlate with the amount of fees earned in connection with the processing of such claims. Potential medical cost savings include potential medical cost savings identified on HST acquired claims of $1.5 billion for the year ended December 31, 2021. No potential medical cost savings for HST were included for 2020 and 2019. Potential medical cost savings exclude potential medical cost savings identified by DHP in all time periods.

(3)Changes to previously reported medical charges processed and potential medical cost savings are due to client claim resubmissions or cancellation of claims. Examples of these changes include, but are not limited to, adjudication changes, billing changes, and elimination of claims that were later determined to be invalid.

Our medical charges processed and potential medical cost savings figures may not be directly comparable from period to period due to the completion and integration of acquisitions made in a particular period.

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Business Model

Our business model avoids reimbursement, underwriting and malpractice risk and exposure. We do not provide or manage healthcare services or provide medical care. This reduces our exposure to state and federal regulations that are imposed on insurers and medical services providers.

Healthcare Industry Exposure

According to CMS, healthcare expenditures will grow from $3.8 trillion, or 17.8% of U.S. GDP, in 2019 to represent 19.7% of GDP by 2028, representing a compounded annual growth rate of 5.5%. There are a multitude of factors driving this expected growth, including recent regulations and ongoing secular trends, such as the aging population and other demographic factors, which are driving expanded healthcare coverage and increased utilization. Additional growth in healthcare costs are driven by availability of new medical technologies, therapies and modalities. As expenditures continue to rise, stakeholders and especially payors, are becoming increasingly focused on solutions that reduce medical costs and improve payment accuracy.

Components of Results of Operations

Revenues

We generate revenues from several sources including: (i) Analytics-Based Services that use our leading and proprietary information technology platform to offer customers solutions to reduce medical costs, (ii) Network-Based Services that process claims at a discount compared to billed fee-for-service rates and by using an extensive network and (iii) Payment and Revenue Integrity Services that use data, technology, and clinical expertise to identify improper, unnecessary and excessive charges. Payors typically compensate us through either a PSAV achieved or a PEPM rate. Approximately 93% of revenues for the year ended December 31, 2021 were based on a PSAV achieved rate.

Costs of Services (exclusive of depreciation and amortization of intangible assets)

Costs of services (exclusive of depreciation and amortization of intangible assets) consist of all costs specifically associated with claims processing activities for customers, sales and marketing, and the development and maintenance of our networks, analytics-based ~~solutions,~~services, and payment and revenue integrity ~~solutions.~~services. Two of the largest components in costs of services are personnel

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expenses and access and bill review fees. Access and bill review fees include fees for accessing non-owned third-party provider networks, expenses associated with vendor fees for database access and systems technology used to reprice claims, and outsourced services. Third-party network expenses are fees paid to non-owned provider networks used to supplement our owned network assets to provide more network claim savings to our customers.

General and Administrative Expenses

General and administrative expenses include corporate management and governance functions composed of general management, legal, treasury, tax, real estate, financial reporting, auditing, benefits and human resource administration, communications, public relations, billing and information management. In addition, general and administrative expenses include taxes, insurance, advertising, transaction costs, and other general expenses.

Depreciation Expense

Depreciation expense consists of depreciation and amortization of property and equipment related to our investments in leasehold improvements, furniture and equipment, computer hardware and software, and internally generated capitalized software development costs. We provide for depreciation and amortization on property and equipment using the straight-line method to allocate the cost of depreciable assets over their estimated useful lives.

Amortization of ~~intangible assets~~Intangible Assets

Amortization of intangible assets includes amortization of the value of our customer relationships, ~~and~~ provider network, technology, and trademarks which were identified in valuing the intangible assets in connection with the June 6, 2016 acquisition by H~~&F. The acquisition of HST contributed to an increase in intangibles of $32.2 million for customer relationships, trademarks, and technology.~~&F, as well as recent acquisitions by the Company.

Interest ~~expense~~Expense

Interest expense consists of accrued interest and related interest payments on our outstanding long-term debt and amortization of debt issuance costs, discounts and premiums.

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Loss (Gain) on ~~the Term Loan G, 7.125% Notes, 5.750% Notes and Senior Convertible PIK Notes and Senior PIK Notes. Interest expense~~Extinguishment of Debt

The Company recognizes a loss (gain) on extinguishment of debt for the ~~year ended~~ ~~December 31, 2020~~ ~~included a~~ ~~$2.3 million~~ ~~out-of-period adjustment to recognize expense for~~difference between the ~~portions of debt issuance costs related to amounts of principal loan prepayments of Term Loan G made in the years ended December 31, 2019, 2018, and 2017.~~

~~Interest income~~

~~Interest income consists primarily of bank interest.~~

~~Gain or loss on debt extinguishment~~

~~The loss on debt extinguishment of~~ ~~$103.0 million~~ ~~for the year ended December 31, 2020 consists of:~~

•~~the repayment of $369.0 million of indebtedness under our term loan facility as a result of which we wrote off $0.6 million~~net carrying amount of the ~~term loan discount~~extinguished debt immediately before the refinancing and ~~$1.6 million of debt issuance costs;~~

•the ~~redemption in full~~fair value of the ~~7.125% Notes, for which we paid a redemption premium of $55.6 million~~new debt instruments, and ~~wrote off unamortized debt~~fees associated with the issuance ~~costs of $18.0 million and the unamortized debt premium of $8.6 million; and~~

•~~the redemption in full~~ of the ~~Senior PIK notes, for which we paid a redemption premium of $23.6 million and wrote off unamortized~~new debt ~~issuance costs of $6.5 million and~~under the ~~unamortized debt discount of $5.7 million.~~refinancing.

The gain on debt extinguishment for the year ended December 31, 2019 consists of the $18.5 million gain on the repurchase and cancellation of $121.3 million of Senior PIK Notes in 2019. The cash repurchase of $101.0 million Senior PIK Notes resulted in the recognition of a gain of $18.5 million as well as a write off of the pro-rate share of debt issue costs of $1.0 million and discount of $0.8 million.

(Gain) Loss on ~~investments~~Investments

~~Loss~~(Gain) loss on investments consists of the changes in the fair value of the Company's investments. For the year ended December 31, 2020, the loss of $12.2 million primarily results from the decrease in the fair value of the shares held in treasury for the purpose of facilitating the Transactions. The shares held in treasury were purchased in August 2020 for a total amount of

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~~$100.6 million excluding fees and commissions, and upon the consummation of the Transactions the fair value of the shares had decreased to $89.5 million.~~

Change in fair value of Private Placement Warrants and unvested founder shares

~~For the year ended December 31, 2020, the change in fair value of Private Placement Warrants and unvested founder shares was~~ ~~$35.4 million~~. The Company remeasures ~~at each reporting period~~ the fair value of the Private Placement Warrants and unvested founder ~~shares. From the consummation of the Transactions to December 31, 2020, the~~shares at each reporting period. The changes in fair value ~~of the Private Placement Warrants and the unvested founder shares decreased by~~ ~~$11.5 million~~ ~~and $23.9 million, respectively. The decrease was~~are primarily due to the ~~drop~~change in the stock price of the Company's Class A common stock over ~~that~~the reporting period.

Income Tax Expense (Benefit)

Income tax expense (benefit) ~~expense~~

~~Income tax (benefit) expense~~ consists of federal, state, and local income taxes. Due to the variability of our taxable income as compared to net income, stock-based compensation and the variability of the jurisdictions where income is earned, our effective tax rate can vary significantly from one period to the next depending on relative changes in net income.

Non-GAAP Financial Measures

We use EBITDA, Adjusted EBITDA and Adjusted EPS to evaluate our financial performance. EBITDA, Adjusted EBITDA and adjusted earnings per share are financial measures that are not presented in accordance with GAAP. We believe the presentation of these non-GAAP financial measures provides useful information to investors in assessing our financial condition and results of operations across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our financial operating results of our core business.

These measurements of financial performance have important limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Additionally, they may not be comparable to other similarly titled measures of other companies. Some of these limitations are:

•such measures do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

•such measures do not reflect changes in, or cash requirements for, our working capital needs;

•such measures do not reflect the significant interest expense, or cash requirements necessary to service interest or principal payments on our debt;

•such measures do not reflect any cash requirements for any future replacement of depreciated assets;

•such measures do not reflect the impact of stock-based compensation upon our results of operations;

•such measures do not reflect our income tax (benefit) expense or the cash requirements to pay our income taxes;

•such measures do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; and

•other companies in our industry may calculate these measures differently from how we do, limiting their usefulness as a comparative measure.

In evaluating EBITDA, Adjusted EBITDA and Adjusted EPS, you should be aware that in the future we may incur expenses similar to those eliminated in the presentation.

EBITDA, Adjusted EBITDA, and Adjusted EPS are widely used measures of corporate profitability eliminating the effects of financing and capital expenditures from the operating results. We define EBITDA as net income adjusted for interest expense, interest income, income tax expense (benefit) ~~expense,~~, depreciation, amortization of intangible assets, and non-income taxes. We define Adjusted EBITDA as EBITDA further adjusted to eliminate the impact of certain items that we do not consider to be indicative of our core business, including other expense, change in fair value of Private Placement Warrants and unvested

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founder shares, transaction related expenses, loss (gain) on the debt extinguishment, (gain) loss on investments and stock-based compensation. See our consolidated financial statements for more information regarding these adjustments. Adjusted EBITDA is used in our agreements governing our outstanding indebtedness for debt covenant compliance purposes. Our Adjusted EBITDA calculation is consistent with the definition of Adjusted EBITDA used in our debt instruments.

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Adjusted EPS is used in reporting to our Board and executive management and as a component of the measurement of our performance. We believe that this measure provides useful information to investors because it is the profitability measure we use to evaluate earnings performance on a comparable year-to-year basis. Adjusted EPS is defined as net income (loss) ~~income~~ adjusted for amortization of intangible assets, stock-based compensation, transaction related expenses, (gain) loss on investments, loss (gain) on debt extinguishment, other expense, change in fair value of Private Placement Warrants and unvested founder shares and tax effect of adjustments to arrive at Adjusted net income divided by our weighted average number of shares outstanding.

The following table presents a reconciliation of net income (loss) ~~income~~ to EBITDA and Adjusted EBITDA for the periods presented:


		For the Year Ended December 31,							Year Ended December 31,
($ in thousands)		2020		2019		2018

Net (loss) income		$	(520,564)	$	9,710	$	36,223
(in thousands)								(in thousands)	2021		2020		2019
Net income (loss)								Net income (loss)	$	102,080	$	(520,564)	$	9,710
Adjustments:	Adjustments:							Adjustments:
Interest expense(a)		335,638		376,346		383,261
Interest expense								Interest expense	267,475		335,638		376,346
Interest income	Interest income	(288)		(196)		(51)		Interest income	(30)		(288)		(196)
Income tax (benefit) provision(b)		(26,343)		799		8,108
Income tax provision (benefit)								Income tax provision (benefit)	33,373		(26,343)		799
Depreciation	Depreciation	60,577		55,807		52,268		Depreciation	64,885		60,577		55,807
Amortization of intangible assets	Amortization of intangible assets	334,697		334,053		334,053		Amortization of intangible assets	340,210		334,697		334,053
Non-income taxes(c)		3,221		1,944		1,641
Non-income taxes								Non-income taxes	1,698		3,221		1,944
EBITDA	EBITDA	$	186,938	$	778,463	$	815,503	EBITDA	$	809,691	$	186,938	$	778,463
Adjustments:	Adjustments:							Adjustments:
Other expense(d)		1,896		1,947		4,617
Other expenses								Other expenses	8,295		1,095		1,947
Integration expenses								Integration expenses	9,460		801		—
Change in fair value of Private Placement Warrants and unvested founder shares~~(e)~~	Change in fair value of Private Placement Warrants and unvested founder shares~~(e)~~	(35,422)		—		—		Change in fair value of Private Placement Warrants and unvested founder shares~~(e)~~	(32,596)		(35,422)		—
Transaction related expenses(f)		31,689		3,270		49
Loss on investments(g)		12,165		—		—
Loss (gain) on debt extinguishment(h)		102,993		(18,450)		—
Transaction-related expenses								Transaction-related expenses	9,647		31,689		3,270
(Gain) loss on investments								(Gain) loss on investments	(25)		12,165		—
Loss (gain) on extinguishment of debt								Loss (gain) on extinguishment of debt	15,843		102,993		(18,450)
Stock-based compensation~~(i)~~	Stock-based compensation~~(i)~~	406,054		(14,880)		4,717		Stock-based compensation~~(i)~~	18,010		406,054		(14,880)
Adjusted EBITDA	Adjusted EBITDA	$	706,313	$	750,350	$	824,886	Adjusted EBITDA	$	838,325	$	706,313	$	750,350

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~~(a)Please see~~Material differences between MultiPlan Corporation and MPH for the ~~section entitled~~ ~~"Factors Affecting~~years ended December 31, 2021 and 2020 include differences in interest expense, change in fair value of Private Placement Warrants and unvested founder shares, stock-based compensation, and net insurance premiums associated with our captive insurance company, which are eliminated in the ~~Comparability~~consolidated financial reporting of ~~our Results of Operations — Debt Refinancings, Repayments~~MultiPlan Corporation. For the years ended December 31, 2021, 2020 and ~~Repricing"~~ ~~for more information. Interest~~2019 interest expense for MultiPlan Corporation iswas $82.1 million, $107.2 million, and $112.0 million higher than interest expense, respectively, for MPH due to interest expense incurred by MultiPlan Corporation on ~~$1,178.7 million~~the Senior Convertible Notes (issued on October 8, 2020) and Senior PIK Notes (redeemed October 8, 2020) including amortization of discount on Senior PIK Notes, ~~and interest on $1,300.0 million Senior Convertible PIK Notes (issued on October 8, 2020),~~ net of debt issue costs.

~~(b)Income tax benefit for MultiPlan Corporation for~~ For the ~~year~~years ended December 31, ~~2020 is $28.1 million higher than the income tax provision for MPH due to differences in net loss before income taxes.~~

~~(c)Non-income taxes includes personal property taxes, real estate taxes, sales~~2021 and ~~use taxes and franchise taxes which are included in cost of services and general and administrative expenses in our consolidated statements of income and comprehensive income.~~

~~(d)~~Represents miscellaneous expenses, gain or loss on disposal of assets, gain or loss on disposal of leases, tax penalties, management fees, and costs associated with the integration of acquired companies into MultiPlan.

~~(e)For the year ended December 31,~~ 2020, the change in fair value of Private Placement Warrants and unvested founder shares, ~~was $35.4 million. The Company remeasures at each reporting period~~and stock-based compensation are recorded in the ~~fair value of~~parent company MultiPlan Corporation and not in the ~~Private Placement Warrants~~MPH operating company and ~~unvested founder shares. From~~therefore represent differences between MultiPlan Corporation and MPH. In the ~~consummation of the Transactions to~~year ended December 31, ~~2020, the fair value~~2021, MPH had higher EBITDA expenses than MultiPlan Corporation of ~~the Private Placement Warrants and the unvested founder shares decreased by $11.5~~$0.4 million ~~and $23.9 million, respectively. The decrease was primarily~~ due to ~~the drop~~insurance premiums paid to our captive insurance company, net of related captive insurance company costs which are eliminated in the ~~stock price~~consolidated financial reporting of ~~the Company's Class A common stock over~~MultiPlan Corporation.

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~~that period. MultiPlan Corporation's change in fair value of Private Placement Warrants and unvested founder shares is $35.4 million higher than MPH as a result.~~

~~(f)Represents ordinary course transaction costs, including transaction costs related to the Transactions, the acquisition of HST and the acquisition of DHP.~~

~~(g)~~Loss on investments primarily includes the change in fair value of shares purchased prior to the Transactions. These shares are now held in treasury. See the Notes to the Consolidated Financial Statements for additional information. For the year ended December 31, 2020, MultiPlan Corporation's loss on investments is $11.5 million higher than MPH as a result of the change in value as of such date of such treasury shares.

~~(h)~~Represents the 2019 gain related to the repurchase and cancellation of $121.3 million in aggregate principal amount of Senior PIK Notes and the 2020 loss on debt extinguishment related to the prepayment of $369.0 million of indebtedness under our term loan facility, redemption in full of the 7.125% Notes on October 29, 2020 and redemption in full of the remaining Senior PIK Notes on October 8, 2020. For the year ended December 31, 2020, MultiPlan Corporation's loss on debt extinguishment is $35.7 million higher than MPH due to the redemption of the Senior PIK Notes on October 8, 2020.

~~(i)Includes the cost of our employee and non-employee director stock-based compensation plans. Please see the section entitled~~ ~~"Factors Affecting the Comparability of our Results of Operations — Stock-Based Compensation"~~ ~~for additional information.~~

The following table presents a reconciliation of net income (loss) ~~income~~ to Adjusted EPS for the periods presented:


		For the Year Ended December 31,							Year Ended December 31,
($ in thousands, except share and per share amounts)	($ in thousands, except share and per share amounts)	2020		2019		2018		($ in thousands, except share and per share amounts)	2021		2020		2019

Net (loss) income		$	(520,564)	$	9,710	$	36,223
Net income (loss)								Net income (loss)	$	102,080	$	(520,564)	$	9,710
Adjustments:	Adjustments:							Adjustments:
Amortization of intangible assets	Amortization of intangible assets	334,697		334,053		334,053		Amortization of intangible assets	340,210		334,697		334,053
Stock-based compensation	Stock-based compensation	406,054		(14,880)		4,717		Stock-based compensation	18,010		406,054		(14,880)
Transaction related expenses		31,689		3,270		49
Loss on investments		12,165		—		—
Loss (gain) on debt extinguishment		102,993		(18,450)		—
Other expense		1,896		1,947		4,617
Transaction-related expenses								Transaction-related expenses	9,647		31,689		3,270
(Gain) loss on investments								(Gain) loss on investments	(25)		12,165		—
Loss (gain) on extinguishment of debt								Loss (gain) on extinguishment of debt	15,843		102,993		(18,450)
Integration expenses								Integration expenses	9,460		801		—
Other expenses								Other expenses	8,295		1,095		1,947
Change in fair value of Private Placement Warrants and unvested founder shares	Change in fair value of Private Placement Warrants and unvested founder shares	(35,422)		—		—		Change in fair value of Private Placement Warrants and unvested founder shares	(32,596)		(35,422)		—
Estimated tax effect of adjustments	Estimated tax effect of adjustments	(106,989)		(76,992)		(81,288)		Estimated tax effect of adjustments	(98,671)		(106,989)		(76,992)
Adjusted net income	Adjusted net income	$	226,519	$	238,658	$	298,371	Adjusted net income	$	372,253	$	226,519	$	238,658

Weighted average shares outstanding - basic and diluted(1)		470,785,192		415,700,000		415,700,000
Weighted average shares outstanding – Basic(1)								Weighted average shares outstanding – Basic(1)	651,006,567		470,785,192		415,700,000

Net (loss) income per share – basic and diluted		$	(1.11)	$	0.02	$	0.09
Net income (loss) per share – basic								Net income (loss) per share – basic	$	0.16	$	(1.11)	$	0.02
Adjusted earnings per share	Adjusted earnings per share	$	0.48	$	0.57	$	0.72	Adjusted earnings per share	$	0.57	$	0.48	$	0.57

____________________

(1) The shares of the Company's common stock, prior to the Transactions, have been retroactively restated as shares reflecting the exchange ratio established in the Transactions.

Factors Affecting the Comparability of our Results of Operations

As a result of a number of factors, our historical results of operations may not be comparable to our results of operations in future periods and may not be directly comparable from period to period. Set forth below is a brief discussion of the key factors impacting the comparability of our results of operations.

~~Table of Contents~~

The Transactions

On July 12, 2020, Churchill entered into the Merger Agreement by and among First Merger Sub, Second Merger Sub, Holdings, and Polaris. On October 8, 2020, the Merger Agreement was consummated and the Transactions were completed.

HST Acquisition

On November 9, 2020, the Company completed the acquisition of HST, a healthcare technology company that enables value-driven health benefit plan designs featuring reference-based pricing and tools to engage health plan members and providers in making the best use of available benefits both before and after care delivery.

The results of operations and financial condition of HST have been included in the Company's consolidated results from the date of acquisition. ~~Through December 31, 2020, HST's impact on revenues~~

Table of Contents

DHP Acquisition

On February 26, 2021, the Company completed the acquisition of DHP, an analytics and ~~net earnings was not material.~~

~~Debt Refinancings, Repayments~~technology company offering healthcare payment and ~~Repricing~~

~~We made several principal prepayments~~revenue integrity services. The Company acquired 100 percent of the ~~Term Loan G principal~~voting equity interest of DHP. The acquisition strengthens MultiPlan's service offering in the ~~amounts~~payment integrity market with new and complementary services to help its payor customers manage the overall cost of ~~$369.0 million, $100.0~~care and improve their competitiveness. It also adds revenue integrity services for plans that receive premiums from the Centers for Medicare and Medicaid Services.

The results of operations and financial condition of DHP have been included in the Company's consolidated results from the date of acquisition. In connection with the DHP acquisition, the Company incurred transaction-related expenses of $4.9 million and ~~$245.0~~$0.6 million for the years ended December 31, 2021 and 2020, respectively. The transaction-related expenses have been expensed as incurred and are included in general and administrative expenses in the accompanying consolidated statements of income (loss) and comprehensive income (loss).

Debt Refinancings, Repayments and Repricing

During August and September of 2019, the Company repurchased and ~~2018, respectively. These prepayments reduce~~cancelled $121.3 million of the Senior PIK Notes, resulting in the recognition of a gain on debt extinguishment of $18.5 million in the year ended December 31, 2019.

On October 8, 2020, the Senior PIK notes were redeemed in full for a total redemption price of $1,237.6 million, resulting in the recognition of a loss on debt extinguishment of $35.7 million in the year ended December 31, 2020.

On October 29, 2020, the Company (a) issued 5.750% Notes under MPH and increased the revolving credit facility under the senior secured credit facilities from $100.0 million to $450.0 million and (b) repaid all outstanding 7.125% Notes and $369.0 million of indebtedness under Term Loan G with the net proceeds of the 5.750% Notes, together with $715.0 million of cash on hand. As a result, we recognized a loss on debt extinguishment of $67.2 million in the year ended December 31, 2020.

On August 24, 2021, MPH issued new senior secured credit facilities composed of $1,325.0 million of Term Loan B and $450.0 million of a Revolver B, and $1,050.0 million in aggregate principal amount of 5.50% Senior Secured Notes. MPH used the net proceeds from Term Loan B, and the 5.50% Senior Secured Notes to repay all of the outstanding balance of its Term Loan G of $2,341.0 million, and pay fees and expenses in connection therewith. As a result, we recognized a loss on debt extinguishment of $15.8 million in the year ended December 31, 2021.

Interest on Term Loan B and Revolver B is calculated, at MPH's option, as (a) LIBOR (or, with respect to the term loan facility only, 0.50%, whichever is higher), plus the applicable margin, or (b) the highest rate of (1) prime rate, (2) the federal funds effective rate, plus 0.50%, (3) the LIBOR for an interest ~~expense~~period of one month, plus 1.00% and (4) 0.50% for Term Loan GB and 1.00% for ~~these~~Revolver B, in each case, plus an applicable margin of 4.25% for Term Loan B and ~~future time periods.~~between 3.50% and 4.00% for Revolver B, depending on MPH's first lien debt to consolidated EBITDA ratio. The interest rate in effect for Term Loan B was 4.75% as of December 31, 2021.

The Company is obligated to pay a commitment fee on the average daily unused amount of Revolver B. The annual commitment fee can range from an annual rate of 0.25% to 0.50% based on the Company's first lien debt to consolidated EBITDA ratio, as defined in the agreement.

In connection with the issuance of our debt instruments, the Company incurred specific expenses related to raising the debt, including commissions, fees and expenses of investment bankers and underwriters, registration and listing fees, accounting and legal fees pertaining to the financing and other external, incremental expenses paid to advisors that were directly attributable to realizing the proceeds of the debt issues. These costs were capitalized and are being amortized over the term of the related debt using the effective interest method. The amortization of the debt issuance costs, premiums and discounts are included in interest expense in the accompanying consolidated statements of income (loss) ~~income~~ and comprehensive income (loss) ~~income.~~

During the year-ended December 31, 2019, we repurchased and cancelled $121.3 million of the Senior PIK Notes. The cash repurchase of $101.0 million resulted in the recognition of a gain of $18.5 million as well as a write off of the pro-rata share of debt issue costs of $1.0 million and discount of $0.8 million..

In the years ended December 31, 2019, 2018, and 2017, we did not recognize expense for the portions of debt issuance costs related to the amounts of the principal loan prepayments of Term Loan G made in each year, which resulted in an understatement of long-term debt of $2.3 million as of December 31, 2019. We corrected this error as an out-of-period adjustment resulting in an overstatement of interest expense of $2.3 million in the year ended December 31, 2020.

On October 8, 2020, the Company issued and sold $1,300.0 million in aggregate principal amount of the Senior Convertible PIK Notes. The Senior Convertible PIK Notes were issued with a 2.5% discount with a maturity date of October 15, 2027. The Senior Convertible PIK Notes will accrue interest at a rate per annum equal to six percent (6.00%) with respect to Cash Interest and seven percent (7.00%) with respect to PIK Interest. The Company must elect prior to the third business day prior to any interest payment date to pay Cash Interest or PIK Interest for such interest period; provided that prior to any such election, the Company is deemed to have selected Cash Interest.

On October 8, 2020, we redeemed the Senior PIK Notes in full at a redemption price of 102.000% of the principal amount plus accrued and unpaid interest for a total redemption price of $1,237.6 million.

On October 29, 2020, MPH issued $1,300.0 million in aggregate principal amount of its 5.750% Notes and redeemed the 7.125% Notes in full at a redemption price of 103.563% of the principal amount plus accrued and unpaid interest for a total redemption price of $1,661.3 million. The Company also entered into an amendment to increase the commitments under its senior secured revolving credit facility from $100.0 million to $450.0 million.

Stock-Based Compensation

Prior to the consummation of the Transactions, we were a ~~wholly owned~~wholly-owned subsidiary of Holdings and our stock-based compensation was granted to employees in the form of Units via a Class B Unit Award Agreement. ~~See Note 15 Stock-Based Compensation~~The fair value of the ~~Notes to Consolidated Financial Statements for additional information.~~

Units was remeasured at each reporting period. The consummation of the Transactions constituted a definitive Liquidity Event under the agreements governing the Unit awards and as a result ~~all unvested Units vested on October 7, 2020 and~~ the fair value of the outstanding Units were adjusted to the cumulative exit value of the Class B Units of $475.5 million, which reflects the transaction value plus prior distributions. The Company removed the discount for lack of marketability. Therefore, the Company recorded a stock-based compensation expense for Class B Units of $405.8 million duringincentive plan was liquidated. For the year ended December 31, ~~2020. The Company recorded these awards~~

5054

Table of Contents

~~within shareholders' equity as an equity contribution from Holdings based on~~2020, the ~~fair value~~Company recorded stock-based compensation expense under the Class B Unit Award Agreement of ~~the outstanding Units at each reporting period. The settlement of these awards was made in a combination of cash and shares of Class A common stock and was included~~$405.8 million in the ~~aggregate consideration paid to the Company's owners.~~accompanying consolidated statements of income (loss) and comprehensive income (loss).

~~After~~Since the consummation of the Transactions, the Company ~~operates~~has operated under the 2020 Omnibus Incentive Plan effective October 8, 2020. To date, awards granted under the 2020 Omnibus Incentive Plan have been in the form of Employee RS, Employee RSUs, Fixed Value RSUs, Employee NQSOs and Director RSUs. Stock-based compensation is measured at the grant date based on the fair value of the award.

~~The Company granted 1,500,000 shares of Employee RS and 42,847 shares of Director RSUs during~~For the year ended December 31, ~~2020. The~~2021, the Company has granted 4.2 million Employee NQSOs, 2.9 million Employee RSUs, 0.1 million Employee RS, 0.5 million Fixed Value RSUs and 0.1 million Director RSUs under the 2020 Omnibus Incentive Plan. For the years ended December 31, 2021 and 2020, the Company recorded stock-based compensation expense under the 2020 Omnibus Incentive Plan of ~~$0.2~~18.0 million ~~in general~~ and ~~administrative expenses~~0.2 million, respectively, in the accompanying consolidated statements of income (loss) ~~income~~ and comprehensive ~~(loss)~~ income during the year ended December 31, 2020. There was $13.4 million of unrecognized compensation cost as of December 31, 2020 related to the outstanding shares of Employee RS and Director RSUs, which is expected to be recognized over a weighted average period of 3 years, 9 months.(loss).

5155

Table of Contents

Results of Operations for the Years Ended December 31, ~~2020~~2021 and ~~December 31, 2019~~2020

The following table provides the results of operations for the periods indicated:


		For the Year Ended December 31,				Change					Year Ended December 31,				Change
($ in thousands)	($ in thousands)	2020		2019		$		%		($ in thousands)	2021		2020		$		%
Revenues	Revenues									Revenues
Network Services		$	271,262	$	314,510	$	(43,248)	(13.8)	%
Network-Based Services										Network-Based Services	$	278,457	$	271,262	$	7,195	2.7	%
Analytics-Based Services	Analytics-Based Services	564,661		561,525		3,136		0.6	%	Analytics-Based Services	709,272		564,661		144,611		25.6	%
Payment Integrity Services		101,840		106,866		(5,026)		(4.7)	%
Payment and Revenue Integrity Services										Payment and Revenue Integrity Services	129,873		101,840		28,033		27.5	%
Total Revenues	Total Revenues	$	937,763	$	982,901	$	(45,138)	(4.6)	%	Total Revenues	$	1,117,602	$	937,763	$	179,839	19.2	%
Costs of services (exclusive of depreciation and amortization of intangible assets shown below)	Costs of services (exclusive of depreciation and amortization of intangible assets shown below)									Costs of services (exclusive of depreciation and amortization of intangible assets shown below)
Personnel expenses excluding stock-based compensation	Personnel expenses excluding stock-based compensation	128,222		123,731		4,491		3.6	%	Personnel expenses excluding stock-based compensation	147,342		128,222		19,120		14.9	%
Stock-based compensation	Stock-based compensation	163,025		(7,904)		170,929		NM		Stock-based compensation	2,618		163,025		(160,407)		(98.4)	%
Personnel expenses including stock-based compensation	Personnel expenses including stock-based compensation	291,247		115,827		175,420		151.5	%	Personnel expenses including stock-based compensation	149,960		291,247		(141,287)		(48.5)	%
Access and bill review fees	Access and bill review fees	13,794		15,996		(2,202)		(13.8)	%	Access and bill review fees	13,526		13,794		(268)		(1.9)	%
Other		13,634		17,784		(4,150)		(23.3)	%
Other cost of services expenses										Other cost of services expenses	11,806		13,634		(1,828)		(13.4)	%
Total costs of services (exclusive of depreciation and amortization of intangible assets shown below)	Total costs of services (exclusive of depreciation and amortization of intangible assets shown below)	318,675		149,607		169,068		113.0	%	Total costs of services (exclusive of depreciation and amortization of intangible assets shown below)	175,292		318,675		(143,383)		(45.0)	%
General and administrative expenses excluding stock-based compensation and transaction costs		80,917		78,931		1,986		2.5	%
General and administrative expenses excluding stock-based compensation and transaction-related expenses										General and administrative expenses excluding stock-based compensation and transaction-related expenses	126,056		80,917		45,139		55.8	%
Stock-based compensation	Stock-based compensation	243,029		(6,976)		250,005		NM		Stock-based compensation	15,392		243,029		(227,637)		(93.7)	%
Transaction costs		31,689		3,270		28,419		869.1	%
Transaction-related expenses										Transaction-related expenses	9,647		31,689		(22,042)		(69.6)	%
Total general and administrative expenses	Total general and administrative expenses	355,635		75,225		280,410		372.8	%	Total general and administrative expenses	151,095		355,635		(204,540)		(57.5)	%
Depreciation expense	Depreciation expense	60,577		55,807		4,770		8.5	%	Depreciation expense	64,885		60,577		4,308		7.1	%
Amortization of intangible assets	Amortization of intangible assets	334,697		334,053		644		0.2	%	Amortization of intangible assets	340,210		334,697		5,513		1.6	%
Operating (loss) income		(131,821)		368,209		(500,030)		(135.8)	%
Operating income (loss)										Operating income (loss)	386,120		(131,821)		517,941		NM
Interest expense	Interest expense	335,638		376,346		(40,708)		(10.8)	%	Interest expense	267,475		335,638		(68,163)		(20.3)	%
Interest income	Interest income	(288)		(196)		(92)		46.9	%	Interest income	(30)		(288)		258		89.6	%
Loss (gain) on extinguishment of debt		102,993		(18,450)		121,443		NM
Loss on investments		12,165		—		—		NM
Loss on extinguishment of debt										Loss on extinguishment of debt	15,843		102,993		(87,150)		(84.6)	%
(Gain) loss on investments										(Gain) loss on investments	(25)		12,165		(12,190)		NM
Change in fair value of Private Placement Warrants and unvested founder shares	Change in fair value of Private Placement Warrants and unvested founder shares	(35,422)		—		(35,422)		NM		Change in fair value of Private Placement Warrants and unvested founder shares	(32,596)		(35,422)		2,826		8.0	%
Net (loss) income before income taxes		(546,907)		10,509		(557,416)		NM
(Benefit) provision for income taxes		(26,343)		799		(27,142)		NM
Net (loss) income		$	(520,564)	$	9,710	$	(530,274)	NM
Net income (loss) before taxes										Net income (loss) before taxes	135,453		(546,907)		682,360		NM
Provision (benefit) for income taxes										Provision (benefit) for income taxes	33,373		(26,343)		59,716		NM
Net income (loss)										Net income (loss)	$	102,080	$	(520,564)	$	622,644	NM


Delaware						84-3536151
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


			Pages
Glossary			3
Cautionary Note Regarding Forward-Looking Statements			9
Part I
Item 1. Business			1211
Item 1A. Risk Factors			2122
Item 1B. Unresolved Staff Comments			4144
Item 2. Properties			4144
Item 3. Legal Proceedings			4144
Item 4. Mine Safety Disclosures			4145

Part II
Item 5. Market for ~~Registrant~~'sRegistrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			4145
Item 6. ~~Selected Financial Data~~[Reserved]			4346
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations			4447
Item 7A. Quantitative and Qualitative Disclosures About Market Risk			6766
Item 8. Financial Statements and Supplementary Data			6967
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures			~~109~~105
Item 9A. Controls and Procedures			~~109~~105
Item 9B. Other Information			~~110~~106
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			106

Part III
Item 10. Directors, Executive Officers and Corporate Governance			~~110~~106
Item 11. Executive Compensation			~~118~~107
Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters			~~131~~107
Item 13. Certain Relationships and Related Transactions, and Director Independence			~~135~~107
Item 14. Principal Accounting Fees and Services			~~139~~107

Part IV
Item 15. Exhibits, Financial Statement Schedules			~~139~~107
Item 16. Form 10-K Summary			~~142~~110

Signatures			~~143~~111


	For the Year Ended December 31,
(in thousands)	2020		2019		2018
Net cash flows provided by (used in):
Operating activities	$	377,374	$	284,313	$	292,303
Investing activities	$	(210,845)	$	(66,414)	$	(63,556)
Financing activities	$	(61,599)	$	(201,088)	$	(245,150)


	For the Year Ended December 31,
(in thousands)	2021		2020
Net cash flows provided by (used in):
Operating activities	$	404,687	$	377,374
Investing activities	$	(228,379)	$	(210,845)
Financing activities	$	(114,684)	$	(61,599)


		December 31,					December 31,
		2020		2019			2021		2020
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	126,755	$	21,825	Cash and cash equivalents	$	185,328	$	126,755
Restricted cash						Restricted cash	3,051		—
Trade accounts receivable, net	Trade accounts receivable, net	63,198		77,071		Trade accounts receivable, net	99,905		63,198
Prepaid expenses	Prepaid expenses	17,708		14,393		Prepaid expenses	24,910		17,708
Prepaid taxes	Prepaid taxes	0		2,130		Prepaid taxes	5,064		—
Other current assets, net	Other current assets, net	1,193		195		Other current assets, net	999		1,193
Total current assets	Total current assets	208,854		115,614		Total current assets	319,257		208,854
Property and equipment, net	Property and equipment, net	187,631		177,992		Property and equipment, net	213,238		187,631
Operating lease right-of-use assets	Operating lease right-of-use assets	31,339		29,998		Operating lease right-of-use assets	30,104		31,339
Goodwill	Goodwill	4,257,336		4,142,013		Goodwill	4,363,070		4,257,336

Other intangibles, net	Other intangibles, net	3,584,187		3,886,643		Other intangibles, net	3,285,037		3,584,187
Other assets	Other assets	14,231		8,151		Other assets	9,701		14,231
Total assets	Total assets	$	8,283,578	$	8,360,411	Total assets	$	8,220,407	$	8,283,578
Liabilities and Shareholders' Equity
Liabilities and Shareholders’ Equity						Liabilities and Shareholders’ Equity
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	15,261	$	9,565	Accounts payable	$	13,005	$	15,261
Accrued interest	Accrued interest	31,528		17,966		Accrued interest	55,685		31,528
Accrued taxes	Accrued taxes	10,176		382		Accrued taxes	—		10,176
Operating lease obligation, short-term	Operating lease obligation, short-term	6,439		9,521		Operating lease obligation, short-term	6,883		6,439
Current portion of long-term debt						Current portion of long-term debt	13,250		—
Accrued compensation	Accrued compensation	21,843		26,311		Accrued compensation	25,419		21,843
Other accrued expenses	Other accrued expenses	27,251		22,041		Other accrued expenses	27,666		27,251
Total current liabilities	Total current liabilities	112,498		85,786		Total current liabilities	141,908		112,498
Long-term debt	Long-term debt	4,578,488		5,397,122		Long-term debt	4,879,144		4,578,488
Operating lease obligation, long-term	Operating lease obligation, long-term	27,499		23,086		Operating lease obligation, long-term	26,725		27,499
Private Placement Warrants and unvested founder shares	Private Placement Warrants and unvested founder shares	106,595		0		Private Placement Warrants and unvested founder shares	74,000		106,595
Deferred income taxes	Deferred income taxes	900,633		869,199		Deferred income taxes	753,825		900,633
Other liabilities						Other liabilities	135		—
Total liabilities	Total liabilities	5,725,713		6,375,193		Total liabilities	5,875,737		5,725,713
Commitments and contingencies (Note 13)	Commitments and contingencies (Note 13)	0		0		Commitments and contingencies (Note 13)	0		0
Shareholders' equity:
Shareholders’ equity:						Shareholders’ equity:
Shareholder interests	Shareholder interests					Shareholder interests
Preferred stock, $0.0001 par value — 10,000,000 shares authorized; 0 shares issued or outstanding		0		0
Common stock, $0.0001 par value — 1,500,000,000 shares authorized; 664,183,318 and 415,700,000 issued; 655,075,355 and 415,700,000 shares outstanding		66		42
Preferred stock, $0.0001 par value — 10,000,000 shares authorized; 0 shares issued						Preferred stock, $0.0001 par value — 10,000,000 shares authorized; 0 shares issued	—		—
Common stock, $0.0001 par value — 1,500,000,000 shares authorized; 665,456,180 and 664,183,318 issued; 638,338,774 and 655,075,355 shares outstanding						Common stock, $0.0001 par value — 1,500,000,000 shares authorized; 665,456,180 and 664,183,318 issued; 638,338,774 and 655,075,355 shares outstanding	67		66
Additional paid-in capital	Additional paid-in capital	2,530,410		1,347,613		Additional paid-in capital	2,311,660		2,530,410
Retained earnings	Retained earnings	116,999		637,563		Retained earnings	225,112		116,999
Treasury stock — 9,107,963 and 0 shares		(89,610)		0
Total shareholders' equity		2,557,865		1,985,218
Total liabilities and shareholders' equity		$	8,283,578	$	8,360,411
Treasury stock — 27,117,406 and 9,107,963 shares						Treasury stock — 27,117,406 and 9,107,963 shares	(192,169)		(89,610)
Total shareholders’ equity						Total shareholders’ equity	2,344,670		2,557,865
Total liabilities and shareholders’ equity						Total liabilities and shareholders’ equity	$	8,220,407	$	8,283,578


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


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


	October 9, 2020 ($)	October 31, 2020 ($)	November 30, 2020 ($)	December 31, 2020 ($)
MultiPlan Corporation	100.00	75.41	71.69	82.54
S&P 500 Index	100.00	94.09	104.39	108.40
S&P Composite 1500 Health Care Technology Index	100.00	97.78	107.91	116.75


		Years Ended December 31,							Years Ended December 31,
		2020		2019		2018			2021		2020		2019
Revenues	Revenues	$	937,763	$	982,901	$	1,040,883	Revenues	$	1,117,602	$	937,763	$	982,901
Costs of services (exclusive of depreciation and amortization of intangible assets shown below)	Costs of services (exclusive of depreciation and amortization of intangible assets shown below)	318,675		149,607		149,463		Costs of services (exclusive of depreciation and amortization of intangible assets shown below)	175,292		318,675		149,607
General and administrative expenses	General and administrative expenses	355,635		75,225		77,558		General and administrative expenses	151,095		355,635		75,225
Depreciation	Depreciation	60,577		55,807		52,268		Depreciation	64,885		60,577		55,807
Amortization of intangible assets	Amortization of intangible assets	334,697		334,053		334,053		Amortization of intangible assets	340,210		334,697		334,053
Total expenses	Total expenses	1,069,584		614,692		613,342		Total expenses	731,482		1,069,584		614,692
Operating (loss) income		(131,821)		368,209		427,541
Operating income (loss)								Operating income (loss)	386,120		(131,821)		368,209
Interest expense	Interest expense	335,638		376,346		383,261		Interest expense	267,475		335,638		376,346
Interest income	Interest income	(288)		(196)		(51)		Interest income	(30)		(288)		(196)
Loss (gain) on extinguishment of debt	Loss (gain) on extinguishment of debt	102,993		(18,450)		0		Loss (gain) on extinguishment of debt	15,843		102,993		(18,450)
Loss on investments		12,165		0		0
(Gain) loss on investments								(Gain) loss on investments	(25)		12,165		—
Change in fair value of Private Placement Warrants and unvested founder shares	Change in fair value of Private Placement Warrants and unvested founder shares	(35,422)		0		0		Change in fair value of Private Placement Warrants and unvested founder shares	(32,596)		(35,422)		—
Net (loss) income before income taxes		(546,907)		10,509		44,331
(Benefit) provision for income taxes		(26,343)		799		8,108
Net (loss) income		$	(520,564)	$	9,710	$	36,223
Net income (loss) before taxes								Net income (loss) before taxes	135,453		(546,907)		10,509
Provision (benefit) for income taxes								Provision (benefit) for income taxes	33,373		(26,343)		799
Net income (loss)								Net income (loss)	$	102,080	$	(520,564)	$	9,710

Weighted average shares outstanding - Basic and Diluted		470,785,192		415,700,000		415,700,000
Weighted average shares outstanding – Basic								Weighted average shares outstanding – Basic	651,006,567		470,785,192		415,700,000
Weighted average shares outstanding – Diluted								Weighted average shares outstanding – Diluted	651,525,791		470,785,192		415,700,000

Net (loss) income per share - Basic and Diluted		$	(1.11)	$	0.02	$	0.09
Net income (loss) per share – Basic								Net income (loss) per share – Basic	$	0.16	$	(1.11)	$	0.02
Net income (loss) per share – Diluted								Net income (loss) per share – Diluted	$	0.16	$	(1.11)	$	0.02

Comprehensive (loss) income		$	(520,564)	$	9,710	$	36,223
Comprehensive income (loss)								Comprehensive income (loss)	$	102,080	$	(520,564)	$	9,710


	Common Stock Issued			Additional Paid-in Capital		Retained Earnings		Treasury stock			Total Shareholders' Equity
	Shares	Amount						Shares	Amount
Balance as of December 31, 2017 (1)	415,700,000	$	42	$	1,357,776	$	591,630	—	$	—	$	1,949,448
Class B Unit expense	—	—		4,717		—		—	—		4,717
Net income	—	—		—		36,223		—	—		36,223
Balance as of December 31, 2018 (1)	415,700,000	42		1,362,493		627,853			—		1,990,388
Class B Unit expense	—	—		(14,880)		—		—	—		(14,880)
Net income	—	—		—		9,710		—	—		9,710
Balance as of December 31, 2019 (1)	415,700,000	42		1,347,613		637,563		0	0		1,985,218
Effect of the Mergers (Note 4)	128,806,148	13		(548,636)		—		—	—		(548,623)
Private Placement Warrants and unvested founder shares (Note 10)	(12,404,080)	(2)		(142,017)		—		—	—		(142,019)
PIPE Investment, net of costs (Note 4)	132,050,000	13		1,467,396		—		—	—		1,467,409
Class B Unit expense (Note 15)	—	—		405,843		—		—	—		405,843
2020 Omnibus Incentive Plan (Note 15)	31,250	—		211		—		(13,087)	(117)		94
Treasury stock purchases	—	—		—		—		(9,094,876)	(89,493)		(89,493)
Net loss	—	—		—		(520,564)		—	—		(520,564)
Balance as of December 31, 2020	664,183,318	$	66	$	2,530,410	$	116,999	(9,107,963)	$	(89,610)	$	2,557,865


Asset Classification						Estimated ~~Used~~Useful Life
Leasehold improvements						The shorter of the life of lease or asset life, 5 – 15 years
Furniture and equipment						5 – 7 years
Computer hardware						3 – 5 years
Computer software						3 – 5 years


Asset Classification						Range of Estimated Useful Life
Client relationships						10 to 1516 years
Provider Network						15 years
Technology						4 to 5 years
Trade Names						~~10 years~~1 year to indefinite


(in thousands)
Total consideration transferred in cash	$	151,776

Cash and cash equivalents	2,100
Trade accounts receivable, net	2,993
Prepaid expenses	369
Other current assets, net	119
Property and equipment, net(1)	9,056
Other assets	276
Other intangibles, net(2)	41,060
Accounts payable	(458)
Other accrued expenses	(5,209)
Deferred income taxes	(6,215)
Long-Term Liabilities	(553)
Total identifiable net assets	43,538

Goodwill	$	108,238


~~(in thousands)~~
~~Total consideration transferred in cash~~	$	~~145,416~~

~~Cash and cash equivalents~~	~~5,384~~
~~Trade accounts receivable, net~~	~~885~~
~~Prepaid expenses~~	~~138~~
~~Operating lease right-of-use assets~~	~~1,306~~
~~Property and equipment, net~~	78
~~Other current assets, net~~	60
~~Trademark, net~~	~~1,430~~
~~Technology, net~~	~~6,350~~
~~Client relationships intangible, net~~	~~24,460~~
~~Accounts payable~~	~~(419)~~
~~Other accrued expenses~~	~~(310)~~
~~Deferred income taxes~~	~~(7,854)~~
~~Operating lease obligation~~	~~(1,415)~~
~~Total identifiable net assets~~	~~30,093~~

~~Goodwill~~	$	~~115,323~~


(in thousands)	December 31, 2020		Measurement period adjustments		December 31, 2021

Total consideration transferred in cash	$	145,416	$	(182)	$	145,234

Cash and cash equivalents	5,384		64		5,448
Trade accounts receivable, net	885		(112)		773
Prepaid expenses	138		—		138
Operating lease right-of-use assets	1,306		—		1,306
Property and equipment, net	78		—		78
Other current assets, net	60		1,635		1,695
Trademark, net	1,430		—		1,430
Technology, net	6,350		—		6,350
Client relationships intangible, net	24,460		—		24,460
Accounts payable	(419)		(139)		(558)
Other accrued expenses	(310)		(140)		(450)
Deferred income taxes	(7,854)		1,016		(6,838)
Operating lease obligation	(1,415)		—		(1,415)
Total identifiable net assets	30,093		2,324		32,417

Goodwill	$	115,323	$	(2,506)	$	112,817


		As of December 31,													As of December 31,
		2020						2019							2021						2020
(in thousands)	(in thousands)	Property and Equipment		Accumulated Depreciation		Property and Equipment, Net		Property and Equipment		Accumulated Depreciation		Property and Equipment, Net		(in thousands)	Property and Equipment		Accumulated Depreciation		Property and Equipment, Net		Property and Equipment		Accumulated Depreciation		Property and Equipment, Net
Leasehold improvements	Leasehold improvements	$	3,583	$	(2,507)	$	1,076	$	3,569	$	(2,072)	$	1,497	Leasehold improvements	$	4,279	$	(3,074)	$	1,205	$	3,583	$	(2,507)	$	1,076
Furniture & equipment	Furniture & equipment	5,719		(3,810)		1,909		5,499		(3,109)		2,390		Furniture & equipment	5,569		(4,137)		1,432		5,719		(3,810)		1,909
Computer hardware	Computer hardware	45,865		(29,115)		16,750		36,979		(23,174)		13,805		Computer hardware	46,733		(26,776)		19,957		45,865		(29,115)		16,750
Computer software	Computer software	33,903		(27,796)		6,107		32,905		(23,055)		9,850		Computer software	35,991		(28,477)		7,514		33,903		(27,796)		6,107
Capitalized software development	Capitalized software development	341,844		(180,055)		161,789		283,391		(132,941)		150,450		Capitalized software development	405,203		(222,073)		183,130		341,844		(180,055)		161,789
Total Property and Equipment	Total Property and Equipment	$	430,914	$	(243,283)	$	187,631	$	362,343	$	(184,351)	$	177,992	Total Property and Equipment	$	497,775	$	(284,537)	$	213,238	$	430,914	$	(243,283)	$	187,631


(in thousands)
2021	$	8,395
2022	8,857
2023	8,252
2024	3,669
2025	2,724
Thereafter	5,916
Total lease payments	37,813
Less: Interest	(3,875)
Present value of lease liabilities	$	33,938


	~~December 31, 2020~~
~~Weighted-average remaining lease term~~
~~Operating leases~~	~~5 years, 4 months~~
~~Weighted-average discount rate~~
~~Operating leases~~	~~6.5~~	%


(in thousands)
2022	$	8,578
2023	8,439
2024	5,087
2025	4,950
2026	4,687
Thereafter	7,490
Total lease payments	39,231
Less: Interest	(5,623)
Present value of lease liabilities	$	33,608


	Payments Due by Period
(in thousands)	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Term Loan G	$	2,341,000	$	0	$	2,341,000	$	0	$	0
5.750% Notes	$	1,300,000	$	0	$	0	$	0	$	1,300,000
Senior Convertible PIK Notes	$	1,300,000	$	0	$	0	$	0	$	1,300,000
Finance lease obligations, non-current	$	199	$	107	$	92	$	0	$	0
Total contractual obligations	$	4,941,199	$	107	$	2,341,092	$	0	$	2,600,000


	Key Terms				As of December 31,
(in thousands)	Character	Priority	Maturity	Coupon	2021		2020
Term Loan G	Term Loan	Senior Secured	6/7/2023	Variable	$	—	$	2,341,000
Term Loan B	Term Loan	Senior Secured	9/1/2028 (1)	Variable (2)	1,321,688		—
5.750% Notes	Notes	Senior Unsecured	11/1/2028	5.750%	1,300,000		1,300,000
5.50% Senior Secured Notes	Notes	Senior Secured	9/1/2028	5.50%	1,050,000		—
Senior Convertible PIK Notes	Convertible Notes (3)	Senior Unsecured	10/15/2027	Cash Interest 6.00%, PIK Interest 7.00%	1,300,000		1,300,000
Finance lease obligations, non-current	Other	Senior Secured	2022-2024	3.38% - 20.31%	71		92
Long-term debt					4,971,759		4,941,092
Less: current portion of long-term debt					(13,250)		—
Less: debt discounts, net					(40,579)		(333,325)
Less: debt issuance costs, net					(38,786)		(29,279)
Long-term debt, net					$	4,879,144	$	4,578,488


	Original discount %	As of December 31,
		2021						2020
($ in thousands)		Cost		Accumulated Amortization		Net		Cost		Accumulated Amortization		Net
Term Loan G	0.5%	$	—	$	—	$	—	$	17,350	$	(13,519)	$	3,831
Term Loan B	1.0%	13,429		(565)		12,864		—		—		—
Senior Convertible PIK Notes	2.5%	32,500		(4,785)		27,715		337,501		(8,007)		329,494
Total		$	45,929	$	(5,350)	$	40,579	$	354,851	$	(21,526)	$	333,325


	Amortization Period	As of December 31,
		2021						2020
($ in thousands)		Cost		Accumulated Amortization		Net		Cost		Accumulated Amortization		Net
Term Loan G	84 months	$	—	$	—	$	—	$	32,324	$	(22,658)	$	9,666
Term Loan B	84 months	7,316		(308)		7,008		—		—		—
5.750% Notes	96 months	19,939		(2,349)		17,590		19,939		(326)		19,613
5.50% Senior Secured Notes	84 months	14,695		(507)		14,188		—		—		—
Revolver(1)	84 months	4,955		(290)		4,665		4,722		(1,076)		3,646
Total		$	46,905	$	(3,454)	$	43,451	$	56,985	$	(24,060)	$	32,925


Risk free rate of return	1.6	%
Expected volatility	24.9	%
Expected dividend yield	0.0	%
Discount for Lack of Marketability	20.0	%


	Number of Units	Weighted Average Fair Value
Nonvested at December 31, 2018	118,289	$	546.40
Awarded	0	$	0
Vested	(36,687)	$	363.91
Forfeited	(931)	$	363.91
Nonvested at December 31, 2019	80,671	$	363.91
Awarded	0	$	0
Vested	(78,794)	$	1,775.68
Forfeited	(1,877)	$	1,775.68
Nonvested at December 31, 2020	0	$	1,775.68


	Number of Employee RS	Number of Director RSUs	Weighted-Average Grant Date Fair Value
Nonvested at December 31, 2019	0	0	0
Awarded	1,500,000	42,847	$	8.82
Vested	(31,250)	0	$	8.83
Nonvested at December 31, 2020	1,468,750	42,847	$	8.82


	Shares	Weighted Average Exercise Price		Weighted Average Remaining Contract Term (Years)	Aggregate Intrinsic Value
Nonvested at beginning of period	—	$	—
Awarded	4,167,862	8.43


Nonvested at end of period	4,167,862	$	8.43	3 years, 5 months	$	—

Exercisable at end of period	—	—		—	—


	Employee RS	Director RSUs	Employee RSUs	Fixed Value RSUs	Weighted Average grant date fair value per share
Nonvested at beginning of period	1,468,750	42,847	—	—	$	8.82
Awarded	133,689	87,275	2,903,845	492,610	6.56
Vested	(930,564)	(48,061)	(522,539)	—	8.47
Forfeited	(671,875)	—	(37,325)	—	8.65
Nonvested at end of period	—	82,061	2,343,981	492,610	$	6.24


Risk free rate of return			1.10% - 1.52%
Expected volatility			40% - 52%
Expected dividend yield			0.0%
Expected life in years			6 years - 6 years, 3 months
Sub optimal exercise factor			1.9


	For the Year Ended December 31,
(in thousands, except number of shares and per share data)	2020		2019		2018
Numerator for loss and earnings per share calculation
Net (Loss) Income	$	(520,564)	$	9,710	$	36,223
Denominator for loss and earnings per share calculation
Weighted average number of shares outstanding – basic and diluted	470,785,192		415,700,000		415,700,000
(Loss) Income per share – basic and diluted:
Net (loss) income per share – basic and diluted	$	(1.11)	$	0.02	$	0.09


	Year Ended December 31,
($ in thousands, except number of shares and per share data)	2021		2020		2019
Numerator for earnings per share calculation
Net income (loss)	$	102,080	$	(520,564)	$9,710
Denominator for earnings per share calculation
Weighted average number of shares outstanding – basic	651,006,567		470,785,192		415,700,000
Effect of stock-based compensation	519,224		—		—
Weighted average number of shares outstanding – diluted	651,525,791		470,785,192		415,700,000
Income (Loss) per share – basic and diluted:
Net income (loss) per share – basic	$	0.16	$	(1.11)	$	0.02
Net income (loss) per share – diluted	$	0.16	$	(1.11)	$	0.02


	For the Quarter Ended
(in thousands, except per share data)	March 31,		June 30,		September 30,		December 31,
2020
Revenues	$	252,022	$	206,880	$	223,517	$	255,344
Total operating expenses	164,405		186,609		423,021		295,549
Operating income (loss)	87,617		20,271		(199,504)		(40,205)
Net (loss) income	(2,594)		(56,246)		(288,402)		(173,322)

Basic and Diluted loss per share	$	(0.01)	$	(0.14)	$	(0.69)	$	(0.27)

2019
Revenues	$	245,024	$	245,653	$	245,820	$	246,404
Total operating expenses	159,924		146,332		164,711		143,725
Operating income (loss)	85,100		99,321		81,109		102,679
Net (loss) income	(8,364)		868		5,362		11,844

Basic and Diluted (loss) earnings per share	$	(0.02)	$	0	$	0.01	$	0.03


~~Name~~	~~2020~~ ~~Base Salary~~
~~Mr. Tabak~~	$	~~875,308~~
~~Mr. Redmond~~	$	~~573,071~~
~~Mr. White~~	$	~~475,597~~
~~Mr. Kim~~	$	~~399,396~~
~~Mr. Doctoroff~~	$	~~354,270~~


Name	Annual Incentive Target % of Base Salary		Base Salary		Annual Incentive Target Payout
Mr. Tabak	125	%	$	875,308	$	1,094,135
Mr. Redmond	100	%	$	573,071	$	573,071
Mr. White	100	%	$	475,597	$	475,597
Mr. Kim	50	%	$	399,396	$	199,698
Mr. Doctoroff	50	%	$	354,270	$	177,135


Name and Principal Position	Year	Salary ($)(1)	Bonus ($)(2)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Non- qualified Deferred Compensation Earnings ($)	All Other Compensation ($)(3)	Total ($)
Mr. Tabak	2020	872,976	5,094,135	—	—	—	—	7,125	5,974,236
Chief Executive Officer	2019	858,145	—	—	—	—	—	7,000	865,145
Mr. Redmond	2020	571,342	4,573,071	—	—	—	—	7,125	5,151,538
Executive Vice President & Chief Financial Officer	2019	561,834	—	—	—	—	—	7,000	568,834
Mr. White	2020	474,163	4,475,597	—	—	—	—	7,125	4,956,885
President, Payor Markets	2019	466,272	—	—	—	—	—	7,000	473,272
Mr. Kim	2020	398,191	200,000	—	—	—	—	7,125	605,316
Senior Vice President & Chief Information Officer	2019	391,565	175,000	—	—	—	—	7,000	573,565
Mr. Doctoroff	2020	353,201	177,135	—	—	—	—	7,125	537,461
Senior Vice President & General Counsel	2019	347,323	150,000	—	—	—	—	7,000	504,323


	Stock Awards
Name	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
Mr. Tabak	27,878	34,088,138
Mr. Redmond	18,585	22,725,426
Mr. White	18,585	22,725,426
Mr. Kim	1,021	1,248,150
Mr. Doctoroff	1,021	1,248,150


Name	Payment Type	Termination Without Cause or for Good Reason (Including Non- Extension of Term)(6) ($)	Termination Without Good Reason Upon a Change in Control ($)
Mr. Tabak	Cash Severance(1)	5,033,021	5,033,021
	Benefit Continuation(2)	37,900	37,900
	Total	5,070,921	5,070,921
Mr. Redmond	Cash Severance(3)	2,292,284	2,292,284
	Benefit Continuation(2)	37,900	37,900
	Total	2,330,184	2,330,184
Mr. White	Cash Severance(4)	951,194	—
	Benefit Continuation(2)	37,900	—
	Total	989,094	—
Mr. Kim	Cash Severance(5)	199,698	—
	Benefit Continuation(2)	35,092	—
	Total	234,790	—
Mr. Doctoroff	Cash Severance(5)	177,135	—
	Benefit Continuation(2)	48,612	—
	Total	225,747	—


Committee	Committee Member Retainer		Committee Chair Retainer
Audit Committee	$	12,500	$	25,000
Compensation Committee	$	10,000	$	20,000
Nominating and Corporate Governance Committee	$	7,500	$	15,000


Name (1)	Fees Earned or Paid in Cash ($)	Stock Awards ($) (2) (3)	All Other Compensation ($)	Total ($)
Mr. August	26,875	66,667	—	93,542
Mr. Clarke	230,625 (4)	66,667	—	297,292
Mr. Colaluca	33,750	66,667	—	100,417
Dr. Harris (5)	—	—	—	—
Ms. Klapstein (6)	14,063	58,333	—	72,396
Mr. Klein	25,000	66,667	—	91,667
Mr. Veghte	25,000	66,667	—	91,667