agilon health, inc. (AGL) 2024年10-K年度報告「NYSE」.pdf

1、Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FORM 10-K(Mark One)xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934.For the fiscal year ended December 31,2024oroTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES

2、 EXCHANGE ACT OF 1934For the transition period from to Commission file number 001-40332_agilon health,inc.(Exact name of registrant as specified in its charter)Delaware37-1915147(State or other jurisdiction ofincorporation or organization)(I.R.S.EmployerIdentification No.)440 Polaris Parkway,Suite 5

3、50Westerville,Ohio43082(Address of principal executive offices)(Zip Code)Registrants telephone number,including area code(562)256-3800Securities registered pursuant to Section 12(b)of the Act:Title of each classTrading symbol(s)Name of each exchange on which registeredCommon stock,$0.01 par valueAGL

4、The New York Stock Exchange_Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes x No oIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of the Act.Yes o No xIndicate by

5、 check mark whether the registrant;(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Actof 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such reports),and(2)has been subject to suchfiling requireme

6、nts for the past 90 days.Yes x No oIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the registra

7、nt was required to submit suchfiles).Yes x No oIndicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reportingcompany or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer”,“smaller

8、 reporting company”and“emerginggrowth company”in Rule 12b-2 of the Exchange Act.Large accelerated filer xAccelerated filer oNon-accelerated filer oSmaller reporting company oEmerging growth company oIf an emerging growth company,indicate by check mark if the registrant has elected not to use the ext

9、ended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.oIndicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of itsinternal con

10、trol over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm thatprepared or issued its audit report.xIf securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of th

11、e registrantincluded in the filing reflect the correction of an error to previously issued financial statements.oIndicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrants executiv

12、e officers during the relevant recovery period pursuant to 240.10D-1(b).oIndicate by check mark whether the registrant is a shell company(as defined by Rule 12b-2 of the Act.)Yes o No xState the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by refe

13、rence to the price atwhich the common equity was last sold,or the average bid and asked price of such common equity,as of the last business day of the registrants mostrecently completed second fiscal quarter:$2.0 billion.2025/5/19 11:56agl-20241231https:/www.sec.gov/Archives/edgar/data/1831097/00016

14、2828025007721/agl-20241231.htm1/165As of February 21,2025,there were 412,303,066 shares of common stock outstanding.DOCUMENTS INCORPORATED BY REFERENCEPortions of the definitive Proxy Statement for the registrants 2025 Annual Meeting of Stockholders have been incorporated by reference intoPart III o

15、f this Report.2025/5/19 11:56agl-20241231https:/www.sec.gov/Archives/edgar/data/1831097/000162828025007721/agl-20241231.htm2/165Table of Contentsagilon health,inc.Form 10-KFor the Fiscal Year Ended December 31,2024Table of ContentsCautionary Language Regarding Forward-Looking Statements1Part I3Item

16、1.Business3Item 1A.Risk Factors18Item 1B.Unresolved Staff Comments49Item 1C.Cybersecurity49Item 2.Properties52Item 3.Legal Proceedings52Item 4.Mine Safety Disclosures52Part II53Item 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of EquitySecurities53Item 6.Re

17、served54Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations55Item 7A.Quantitative and Qualitative Disclosures About Market Risk70Item 8.Financial Statements and Supplementary Data72Item 9.Changes in and Disagreements with Accountants on Accounting and Financia

18、l Disclosure76Item 9A.Controls and Procedures76Item 9B.Other Information78Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections78Part III79Item 10.Directors,Executive Officers and Corporate Governance79Item 11.Executive Compensation79Item 12.Security Ownership of Certain Benefi

19、cial Owners and Management and Related Stockholder Matters79Item 13.Certain Relationships and Related Transactions,and Director Independence79Item 14.Principal Accounting Fees and Services79Part IV80Item 15.Exhibits and Financial Statement Schedules80Item 16.Form 10-K Summary82Signatures832025/5/19

20、11:56agl-20241231https:/www.sec.gov/Archives/edgar/data/1831097/000162828025007721/agl-20241231.htm3/165Table of ContentsAll references in this report to“agilon,”“the Company”,“we,”“us”or“our”mean agilon health,inc.,together with itsconsolidated subsidiaries.Unless the context suggests otherwise,ref

21、erences to“agilon health,inc.”mean the parent companywithout its subsidiaries.Cautionary Language Regarding Forward-Looking StatementsStatements in this Annual Report on Form 10-K(the“Report”)that are not historical factual statements are“forward-looking statements”within the meaning of Section 27A

22、of the Securities Act of 1933,as amended(the“Securities Act”),andSection 21E of the Securities Exchange Act of 1934,as amended(the“Exchange Act”).Some of the forward-looking statementscan be identified by the use of forward-looking terms such as“believes,”“expects,”“may,”“will,”“shall,”“should,”“wou

23、ld,”“could,”“seeks,”“aims,”“projects,”“is optimistic,”“intends,”“plans,”“estimates,”“anticipates”or the negative versions of thesewords or other comparable terms.Forward-looking statements include,without limitation,all matters that are not historical facts.They appear in several places throughout t

24、his Report and include,without limitation,statements regarding our intentions,beliefs,assumptions or current expectations concerning,among other things,our financial position,results of operations,cash flows,prospects,and growth strategies.Forward-looking statements are subject to known and unknown

25、risks and uncertainties,many of which may be outsideour control.Although we believe that we have a reasonable basis for each forward-looking statement contained in this Report,wecaution you that forward-looking statements are not guarantees of future performance or outcomes and that actual performan

26、ce andoutcomes,including,without limitation,our actual results of operations,financial condition and liquidity,and the development ofthe market in which we operate,may differ materially from those made in or suggested by the forward-looking statementscontained in this Report.In addition,even if our

27、results of operations,financial condition,and cash flows,and the development ofthe market in which we operate,are consistent with the forward-looking statements contained in this Report,those results ordevelopments may not be indicative of results or developments in subsequent periods.You are theref

28、ore cautioned not to placeundue reliance on the forward-looking statements included in this report.A number of important factors,including,withoutlimitation,the risks and uncertainties discussed under“Item 1A,Risk Factors”in this Report,could cause actual results andoutcomes to differ materially fro

29、m those reflected in the forward-looking statements.Furthermore,new risks and uncertaintiesemerge from time to time,and it is not possible for us to predict all risks and uncertainties that could have an impact on theforward-looking statements contained in this Report.Factors that could cause actual

30、 results and outcomes to differ from thosereflected in forward-looking statements include,without limitation:our history of net losses and the expectation that our expenses will increase in the future;failure to identify and develop successful new geographies,physician partners and payors,or execute

31、 upon ourgrowth initiatives;success in executing our operating strategies or achieving results consistent with our historical performance;medical expenses incurred on behalf of our members may exceed revenues we receive;our ability to maintain and secure additional contracts with Medicare Advantage(

32、“MA”)payors on favorableterms,if at all;our ability to grow new physician partner relationships sufficient to recover startup costs;availability of additional capital,on acceptable terms or at all,to support our business in the future;significant reduction in our membership;transition to a Total Car

33、e Model may be challenging for physician partners;public health crises,such as COVID-19,could adversely affect us;inaccuracy in estimates of our members risk adjustment factors,medical services expense,incurred but notreported claims,and earnings pursuant to payor contracts;the impact of restrictive

34、 clauses or exclusivity provisions in some of our contracts with physician partners;our ability to hire and retain qualified personnel;our ability to realize the full value of our intangible assets;security breaches,cybersecurity attacks,loss of data and other disruptions to our information systems;

35、12025/5/19 11:56agl-20241231https:/www.sec.gov/Archives/edgar/data/1831097/000162828025007721/agl-20241231.htm4/165Table of Contentsour ability to protect the confidentiality of our know-how and other proprietary and internally developedinformation;our reliance on our subsidiaries to perform and fun

36、d their operations;our use of artificial intelligence(“AI”)and machine learning in our business and challenges with properlymanaging the development and use of these technologies;our reliance on a limited number of key payors;the limited terms of contracts with our payors and our ability to renew th

37、em upon expiration;our ability to navigate the changing healthcare payor market;our reliance on our payors,physician partners and other providers to operate our business;our ability to obtain accurate and complete diagnosis data;our reliance on third-party software,data,infrastructure and bandwidth;

38、consolidation and competition in the healthcare industry;the impact of changes to,and dependence on,federal government healthcare programs;uncertain or adverse economic and macroeconomic conditions,including a downturn or decrease ingovernment expenditures;regulation of the healthcare industry and o

39、ur physician partners ability to comply with such laws andregulations;federal and state investigations,audits and enforcement actions;repayment obligations arising out of payor audits;negative publicity regarding the managed healthcare industry generally;our use,disclosure and processing of personal

40、ly identifiable information,protected health information(“PHI”),and de-identified data;failure to obtain or maintain an insurance license,a certificate of authority or an equivalent authorization;changes in tax laws and regulations,or changes in related judgments or assumptions;our indebtedness and

41、our potential to incur more debt;our dependence on our subsidiaries for cash to fund all of our operations and expenses;provisions in our governing documents;our ability to achieve a return on investment depends on appreciation in the price of our common stock;lawsuits not covered by insurance and s

42、ecurities class action litigation;sustainability issues;andour stock price may be volatile.Except as required by law,we do not undertake,and hereby disclaim,any obligation to update any forward-lookingstatements,which speak only as of the date on which they are made.22025/5/19 11:56agl-20241231https

43、:/www.sec.gov/Archives/edgar/data/1831097/000162828025007721/agl-20241231.htm5/165Table of ContentsPART IITEM 1.BusinessOverviewOur business is transforming healthcare by empowering the primary care physicians(“PCP”)to be the agents forchange in the communities they serve.We believe that PCPs,with t

44、heir intimate patient-physician relationships,are best positionedto drive meaningful change in quality,cost and patient experience when provided with the right infrastructure and payment model.Through our combination of the agilon platform,a long-term partnership model with existing physician groups

45、 and a growingnetwork of like-minded physicians,we believe we are poised to revolutionize healthcare for seniors across communities throughoutthe United States(“U.S.”).We believe our purpose-built model provides the necessary capabilities,capital and business model forexisting physician groups to cr

46、eate a Medicare-centric,globally capitated line of business.Our model operates by primarilyforming risk-bearing entities(“RBEs”)within local geographies,that enter into arrangements with payors providing for monthlypayments to manage the total healthcare needs of our physician partners attributed pa

47、tients(or global capitation arrangements).The RBEs also contract with agilon to perform certain functions and enter into long-term professional service agreements with oneor more anchor physician groups pursuant to which the anchor physician groups receive a base compensation rate and share in thesa

48、vings from successfully improving quality of care and reducing costs.Our company was formed in 2016,and we established our inaugural partnership with an anchor physician group in2017.Our ability to rapidly build scaled positions in local communities has allowed us to grow to 29 anchor physician grou

49、ps and30 geographies as of December 31,2024.Our platform has enabled us to grow our total membership by 36%and revenue by 40%from December 31,2023 to December 31,2024.As of December 31,2024,the PCPs on our platform serve approximately 526,500MA members and 132,100 Medicare fee-for-service(“FFS”)bene

50、ficiaries through ten Accountable Care Organizations(“ACOs”)through our participation in the Centers for Medicare&Medicaid Services(“CMS”)Accountable Care Organization RealizingEquity,Access,and Community Health(“ACO REACH”)Model and Medicare Shared Savings Program(“MSSP,”and togetherwith ACO REACH,

51、the“CMS ACO Models”)through its equity method investments.For a description of our significant activities during 2024,see“Item 7.Managements Discussion and Analysis ofFinancial Condition and Results of Operations2024 Results”in this Report.Our business model is differentiated by its focus on existin

52、g community-based physician groups and is built aroundthree key elements:(1)agilons platform;(2)agilons long-term physician partnership approach;and(3)agilons network.With ourmodel,our goal is to remove the barriers that prevent community-based physicians from evolving to a Total Care Model,where th

53、ephysician is empowered to manage quality and health outcomes and the total healthcare needs of their attributed Medicare patients.The agilon Platform:The agilon platform is holistic in supporting the rapid transition to a Total Care Model withtechnology,people,process and capital.Our purpose-built

54、platform is comprised of an integrated set of capabilities designed tocontinuously improve,helping our anchor physician groups to identify gaps in care,integrate seamlessly with payors,sustain theirpractices,and identify untapped opportunities for improved outcomes.Our platform is delivered to our a

55、nchor physician groupsthrough a long-term partnership model to support the adoption and success of a Medicare-centric,globally capitated line ofbusiness.agilons Long-term Physician Partner Model:We built the agilon platform to be deployed through an aligned long-term partnership model with community

56、-based physician groups to move healthcare closer to the physician,be outcome-centricand optimize the long-term sticky relationship between a patient and their existing physician.Through this partnership,ourphysician partners existing MA patient panels are attributed to our platform through our subs

57、cription-like per-member per-month(“PMPM”)agreements with payors.The combination of these subscription-like agreements,the sticky patient-physicianrelationship and our long-term partnership model,which is typically 20 years in duration,results in a growing and recurringrevenue stream and provides vi

58、sibility into the near-term and long-term financial trajectory for both agilon and our anchorphysician groups.As earnings are generated at the local level due to improvements in quality of care and management of healthcarecosts,we share those earnings with our anchor physician groups.agilons Network

59、:Enhancing the power and growth of the agilon platform are leading community-based physicianpartners,functioning as a collaborative group through the agilon network.We believe the value of this network is demonstrated byour ability to add new physician partners and to attract additional PCPs to our

60、physician partners.The32025/5/19 11:56agl-20241231https:/www.sec.gov/Archives/edgar/data/1831097/000162828025007721/agl-20241231.htm6/1652025/5/19 11:56agl-20241231https:/www.sec.gov/Archives/edgar/data/1831097/000162828025007721/agl-20241231.htm7/165Table of Contentsability to share best practices,

61、influence the development of the platform,compare notes on the transition to a Total Care Model andlearn from one another represents a valuable opportunity for physicians.We believe this like-minded group of community-basedphysicians,many of whom are leaders in their community,will enhance innovatio

62、n,growth,quality of care and patient experience,and ultimately strengthen the power of the independent physician business model in local communities across the country.Reimbursement Model and OrganizationUnder a traditional FFS reimbursement model,physicians are paid a fixed amount for services prov

63、ided during apatient visit,regardless of a patients medical need or health outcome.As a result,physician reimbursement is solely related to thevolume of patient visits and procedures performed,thereby offering limited financial incentive to focus on preventative care andcost containment.Value-based

64、care models offer alternative reimbursement models,which typically incentivize physicians forimproving the cost and quality of healthcare provided for an attributed patient population.Various types of value-based carereimbursement models exist,including capitation,bundled payments,or payments for at

65、tainment of improved quality metrics ormedical cost efficiency.Under our Total Care Model,which is a type of value-based care reimbursement model,we are responsible formanaging the medical costs associated with our attributed members.This structure empowers physicians to focus on theimprovement of t

66、he quality of care provided,and to share in the financial surplus created to the extent premiums received exceedthe cost of medical care.Under such a structure,physicians are incentivized to improve the quality and efficiency of care as well ashealth outcomes for their patients.Physician and Payor C

67、ontractual RelationshipsPhysiciansOur business model combines the agilon platform,a network of like-minded physicians and a long-term partnershipmodel to provide physician groups with the necessary capabilities,capital and business model to create a Medicare-centric,globally capitated line of busine

68、ss.We believe that failing to empower PCPs to drive meaningful change in quality,cost and patientexperience has historically fostered waste,unnecessary variability in care and poor patient experience and health outcomes.Weseek to partner with leading community-based physician groups under a Total Ca

69、re Model.We have formed long-term partnershipswith diverse leading community-based physician groups in geographies such as Connecticut,Georgia,Kentucky,Maine,Michigan,Minnesota,New York,North Carolina,Ohio,Pennsylvania,Tennessee,and Texas.By providing technology,people,process andcapital,we aim to i

70、mprove the quality and cost of healthcare and drive long-term growth while creating a sustainable businessmodel for our physician partners.Under the Total Care Model,we typically operate by forming RBEs within local geographies.These wholly-ownedRBEs enter into risk-bearing,global capitation agreeme

71、nts with payors,contract with agilon to perform certain functions and enterinto long-term professional service agreements with one or more partner primary care physician groups,multi-specialty practices,independent practice associations,and hospital physician groups within systems.We refer to these

72、groups as our“anchor physiciangroups.”Individual MA members whose care is provided by PCPs employed or affiliated with our anchor physician groups areattributed to the RBE,which bears financial responsibility for the associated medical costs of such members.We have entered intolong-term professional

73、 services agreements with our anchor physician groups,which typically have a contractual duration of 20years.In accordance with relevant accounting guidance,each of these RBEs is determined to be a variable interest entityconsolidated by agilon,as we have:(i)the ability,through the management servic

74、es and governance arrangements,to direct theactivities(excluding clinical decisions)that most significantly affect the RBEs economic performance;and(ii)the obligation toabsorb losses of or the right to receive benefits that could be potentially significant to the RBE.Through incentive compensation a

75、rrangements,we share a portion of the RBEs savings from successfully improvingthe quality of care and reducing costs with our anchor physician groups.Typically,our anchor physician groups receive a FFS basecompensation rate for services rendered which is paid directly by health plan payors to our an

76、chor physician groups or,in certainarrangements,paid from the health plan payor to the applicable RBE,who pays the compensation received to our anchor physiciangroups.In certain cases,our anchor physician groups may be entitled to a guaranteed minimum FFS base compensation rate fromthe RBE in the ev

77、ent that the FFS base compensation rate paid by the health plan payor does not meet the negotiated basecompensation rate as agreed between the RBE and the anchor physician group,or if the FFS base compensation rate paid by thehealth plan payor falls below what the anchor physician group had received

78、 prior to joining our platform.Historically,the basecompensation rates paid directly by the health plan payors to our anchor physician groups have met or exceeded applicableguaranteed minimum FFS base compensation rates.This base compensation is initially negotiated with the RBE for the first tenyea

79、rs of each agreement,subject to annual2025/5/19 11:56agl-20241231https:/www.sec.gov/Archives/edgar/data/1831097/000162828025007721/agl-20241231.htm8/16542025/5/19 11:56agl-20241231https:/www.sec.gov/Archives/edgar/data/1831097/000162828025007721/agl-20241231.htm9/165Table of Contentsincreases based

80、on current market rates and other agreed upon adjustment factors,after which it is subject to renegotiation.Although our RBEs are wholly-owned subsidiaries of agilon,our anchor physician groups participate in each RBEs governance,with individuals designated or nominated by the applicable anchor phys

81、ician groups having representation on each RBEs board ofdirectors.Most of our contracts with our anchor physician groups contain exclusivity or other provisions intended to promoteinterconnectedness with our physician partners in order to facilitate the longevity and stability of the partnership.Typ

82、ically,thesecontracts provide for termination rights that are triggered upon certain events,subject to applicable cure periods,includingbankruptcy or insolvency events,exclusion,suspension or debarment from state or federal government programs and theoccurrence of government action that can be reaso

83、nably expected to negatively influence our business.We have historically issuedcertain stock-based instruments,which we refer to as“partner physician group equity agreements,”to our anchor physician groupspursuant to which they are entitled to receive equity of their local RBE or agilon health,respe

84、ctively,in the future only upon theoccurrence of certain events deemed a“change of control”of the RBE.In addition to our contractual arrangements with our physician partners,we also maintain relationships with otherproviders who care for our members,including hospitals,specialists and ancillary prov

85、iders.Such providers either contract withagilon or directly with payors.We and our physician partners maintain effective working relationships with the majority of thehigher-volume providers in our geographies in order to retain insight into the provision of care to our members and ensure care isren

86、dered effectively and in a manner which supports the achievement of appropriate clinical outcomes.Health Plan PayorsWe enter into contractual agreements with health plan payors in each of our geographies,under which we arefinancially responsible for our physician partners provision of a defined spec

87、trum of healthcare services to our members,inexchange for a defined PMPM fee for each of our members(which is also referred to as“global capitation”).The healthcareservices for which we are responsible under such arrangements generally include all healthcare costs which CMS considers as PartA and B

88、costs,including hospitalization and facility costs,primary and specialty care provider costs,and ancillary services costs.Incertain of our payor arrangements,we are also financially responsible for Medicare Part D pharmaceutical costs for prescriptionsrendered to our members.Through these payor agre

89、ements,we help to create access for our physician partners to value-based carereimbursement structures through our Total Care Model,which allow our physician partners to focus on the improvement of thequality of care provided to their patients,and to share in the financial surplus created to the ext

90、ent premiums received exceed thecost of medical care and certain operating costs.The global capitation fees we are entitled to receive from our health plan payor contracts are typically based on adefined percentage of the corresponding monthly premium payments which the payor receives from CMS for m

91、embers attributedto our PCPs and covered under such contracts.The premium payments to payors are based on county-level benchmark ratesestablished by CMS and payors annual bid of amounts necessary to cover the cost of a standard MA patient,and are influenced byseveral factors,including,but not limite

92、d to,the applicable MA plans STAR rating and CMS risk-adjustment model,whichcompensates payors based on the health status(acuity)of each individual patient in the preceding calendar year.The payorgenerally retains responsibility for paying claims on our behalf,funding under the applicable agreement

93、is utilized by the payor topay such claims,and we receive surplus distributions on a monthly or quarterly basis.In these arrangements,the payor maintainsthe responsibility for entering into contractual agreements with network hospitals,network specialty physicians,and ancillary orother providers.Add

94、itionally,certain of our contracts with payors incorporate provisions in which we are eligible to earn additionalpayments on top of our capitation payments based upon the attainment of defined quality performance criteria correlated toapplicable STAR ratings criteria.Premiums received may be subject

95、 to future adjustment.We have developed local contracts across multiple payors,along with national form contracts with certain key payors,which provide a consistency of non-financial contract terms,data sharing,operational processes and governance structures andsupport portability of the agilon plat

96、form.We typically maintain various contracts with a single national payor in order to reflectvarying economic terms across our geographies.The distinct subsidiary entities of our company and the national payor are theparties to these contract.Payors with which we contract include large national heal

97、th plans as well as smaller local and regionalinsurers.We believe our ability to offer multiple MA plans and products to our physician partners in each geography createssignificant value for our physician partners and the members that they serve.Members are able to select the plan and benefit design

98、that meets their individual needs while our platform enables a seamless experience regardless of plan or product for all patients andphysician groups.52025/5/19 11:56agl-20241231https:/www.sec.gov/Archives/edgar/data/1831097/000162828025007721/agl-20241231.htm10/165Table of ContentsThe agreements wi

99、th our payors outline the range of healthcare services for which we are financially responsible and atrisk and the services for which we are contracted to perform on the payors behalf and the key financial terms.Our contracts withpayors generally have terms of one to three years and are typically re

100、newed for one-year periods unless terminated in accordancewith the terms of such agreements.When we enter into a new payor contract,we are typically required by the payor to contributerisk-bearing capital to the local operating subsidiary.This typically takes the form of letters of credit,surety bon

101、ds,or restricteddeposits,or the payor may retain a percentage of the capitation payments due under the applicable contract.Risk-bearing capitalrequired by payors varies by payor and geography,but typically averages between 1.0-3.0%of projected annual gross revenueattributable to the corresponding ag

102、reement.Our payor agreements also typically incorporate various termination rights,which are negotiated based on the scope ofthe market-facing solutions that the payor has adopted and the duration of the contract.Most of our contracts include cure periodsduring which time we may attempt to resolve a

103、ny issues that would trigger a payors ability to terminate the contract.However,certain of our contracts are also terminable immediately upon the occurrence of certain events.For example,some of our contractsmay be terminated immediately by the payor if we lose applicable licenses,go bankrupt,lose o

104、ur liability insurance or receive anexclusion,suspension or debarment from state or federal government authorities.The contracts with our payors impose other obligations on us.For example,we typically agree that all servicesprovided under our contract and all employees,including affiliated and contr

105、acted providers,providing such services will complywith such payors policies and procedures.We also typically agree to indemnify our payors against certain third-party claims.CMS ACO Modelsagilon,in conjunction with some of our physician partners,participated in the ACO REACH Model and MSSP incertai

106、n geographies,through 10 approved ACOs.Both the ACO REACH Model and MSSP are voluntary payment model optionsestablished by CMS aimed at reducing expenditures and preserving or enhancing quality of care for beneficiaries in traditionalMedicare FFS.Under both the ACO REACH Model and MSSP,CMS contracts

107、 directly with each ACO pursuant to participationagreements,in which such ACO selects risk-sharing and fee payment options.The participation agreements include various termsand conditions each ACO must comply with,including meeting certain operational requirements.In ACO REACH,each of theACOs select

108、ed the Global risk-sharing option,in which the ACO assumes accountability for the total cost of care of the FFSbeneficiaries aligned to such ACO.In addition,each of our REACH ACOs selected the Primary Care Capitation Payment(the“PCC”)option.Both of our MSSP ACOs selected the Enhanced Track,in which

109、the ACO assumes partial accountability for thetotal cost of care of the aligned FFS beneficiaries(risk sharing is set at 75%).In ACO REACH,the annual participation agreements between our ACOs and CMS expire two years after the“ModelPerformance Period”established by CMS,which lasts from April 1,2021

110、through December 31,2026.The ACO may terminate itsparticipation agreement with CMS at any time upon advance written notice.CMS has certain additional termination rights,including in connection with the termination of the ACO REACH Model or non-compliance of the ACO.Additionally,CMS hasthe right to a

111、mend a participation agreement without the consent of the ACO for good cause,or as necessary to comply withapplicable federal or state law,regulatory requirements,accreditation standards or licensing guidelines or rules.The ACOs operate in partnership pursuant to participating medical group agreemen

112、ts with one or more of ourphysician partners in certain geographies.In ACO REACH,our contracted physician partners provide Medicare services to theiraligned beneficiaries,and bill CMS on a FFS basis for such services.In turn,in accordance with the PCC option,CMScompensates each physician partner for

113、 a portion of their billed services based on the applicable rate,and the remaining portion ispaid to each ACO on a per Medicare beneficiary per month(“PBPM”)basis based on a prospective estimate of such remainingportion of billed services.By 2025,CMS has indicated that they will no longer pay any po

114、rtion to such physician partner based onFFS compensation rates,and will transition to compensating physician partners through their applicable ACO on a PBPM basis.Each ACO then remits payment out of the PBPM payments from CMS to its contracted physician partners on a monthly orquarterly basis pursua

115、nt to the applicable participating medical group agreement,which agreement also includes incentivecompensation tied to the ACOs net profits received for aligned beneficiaries.Our ACOs participating medical group agreementsprovide for mutual indemnification rights,and have an initial term through Dec

116、ember 31,2026,unless earlier terminated.62025/5/19 11:56agl-20241231https:/www.sec.gov/Archives/edgar/data/1831097/000162828025007721/agl-20241231.htm11/165Table of ContentsAll ACO REACH entities continue to be subject to the following requirements in 2025:(i)implementation of a robusthealth equity

117、plan to identify and better serve underserved communities;(ii)75%control of each ACOs governing body must beheld by participating providers or their designated representatives and(iii)each ACO must have at least two beneficiaryrepresentatives on its governing board(at least one Medicare beneficiary

118、and at least one consumer advocate),both of whom musthold voting rights.In addition,as in previous years,the CMS Innovation Center announced that ACO REACH would includetechnical adjustments to the models parameters,including changes to benchmark calculations,and the adjustments will continueinto 20

119、25.The overall effect of these changes on our ACOs financial performance is expected to be minimal.Marketing and DistributionIn accordance with Medicare marketing guidelines,health plan payors are responsible for marketing directly topatients.Our focus is on outreach to existing community-based phys

120、ician groups to join our platform,establishing and maintainingour local branding and strategies to support education for our Medicare-eligible members in evaluating their Medicare options.Through our long-term partnership model,we partner with leading community-based physician groups in our existing

121、geographies and aim to expand our geographic reach by partnering with community-based physician groups in new geographies,across the United States.Our growth strategy is supported by a dedicated business development team that works closely withphysician groups,senior management and key stakeholders

122、to identify potential physician groups to partner with and integrate ontoour platform and into our network.Additionally,we believe our network of like-minded physician partners also attracts newphysicians to join,as access to cross-market know-how and best practices encourages success in a Total Car

123、e Model.Our enterprise marketing team develops branding strategies and identities in our geographies and supports thedevelopment of communication and branding materials to support the local growth of our physician partners and their Medicarepatient population.This begins with our entry into a new ge

124、ography.We create a local brand that embodies the value of the TotalCare Model for patients and of our physician partners commitment to quality care.Each geography typically includes the anchorpartners name and“Senior Health Connect”as part of the naming convention to help reinforce the value of our

125、 national network topayors and other industry constituents.To empower patients to make informed decisions about their coverage options,educationalopportunities and materials are offered throughout the year.CompetitionThe healthcare industry is highly competitive and fragmented.We currently face comp

126、etition in every aspect of ourbusiness,including in offering a favorable reimbursement structure for existing physician partners and attracting health plan payorsand physician partners who are not contracted with us,from a range of companies that provide care under a variety of models thatcould attr

127、act patients,providers and payors.We compete against other entities that provide value-based care services,in addition tonumerous local provider networks,hospitals and health systems.Moreover,large,well-financed payors have in some casesdeveloped their own managed care services tools and may provide

128、 these services to their physicians and patients at discountedprices or may seek to expand their relationships with additional competing physicians or physician networks.Other organizationsmay also seek to apply specialized services or programs,including providing data analytics or disease-based pro

129、grams,designed toenable physicians or payors to operate successfully under value-based care arrangements.Although some of our competitors utilizeelements of our MA multi-payor,globally capitated risk model deployed with community-based physician groups,including incertain of the geographies we serve

130、,we do not believe any of our competitors offer a model that captures all elements of the agilonmodel.Our competitors typically vary by geography,and we may also encounter competition in the future from other new entrants.Our growth strategy and our business could be adversely affected if we are not

131、 able to continue to access existing geographies,successfully expand into new geographies or maintain or establish new relationships with payors and physician partners.The competitive factors in our business include the nature and caliber of relationships with physicians;patienthealthcare quality,ou

132、tcomes and cost;the strength of relationships with payors;the quality of the physician experience;localgeography leadership position;and the strength of the underlying economic model.We believe our first-of-its-kind platform,partnership and network model enables us to compete favorably.Intellectual

133、PropertyWe rely on a combination of international and U.S.trademark law as well as confidentiality procedures and contractualprovisions to protect our trade secrets,including proprietary technology,databases and our brand.72025/5/19 11:56agl-20241231https:/www.sec.gov/Archives/edgar/data/1831097/000

134、162828025007721/agl-20241231.htm12/165Table of ContentsWe have registered“agilon health,”and“Medicare Quick Thinking,”as trademarks in the United States,which expirein 2028 and 2034,respectively.We also have filed other trademark applications that are meaningful to our business in the U.S.across var

135、ious states and local jurisdictions,including for the use of the local brand created within each of our geographies,andwill pursue additional trademark registrations to the extent we believe it would be beneficial and cost-effective.We are the registered holder of a variety of domain names that incl

136、ude“agilon”and similar variations.We have proprietary technology and processes that support our operational programs and clinical insights,includingour“CORE”technology platform,HCC Manager risk adjustment software application,and Minerva clinical data platform,all ofwhich are proprietary systems tha

137、t aid in the aggregation and analysis of third-party data we collect.Our technology iscontinuously refined to support the needs of our platform and partners.Although we do not currently hold a patent for CORE,HCCManager,or Minerva,we continually assess the most appropriate methods of protecting our

138、intellectual property and may decide topursue available protections in the future.We maintain our intellectual property and confidential business information in a number of ways.For instance,allemployees and consultants sign agreements and/or acknowledgments reminding them of their confidentiality o

139、bligations upon thecommencement of an employment or consulting relationship with us.In addition,we have a policy of requiring individuals andentities with which we discuss potential business relationships to sign non-disclosure agreements.Lastly,our agreements withphysician partners include confiden

140、tiality and non-disclosure provisions.We may be unable to obtain,maintain and enforce our intellectual property rights,and assertions by third parties thatwe violate their intellectual property rights could have a material adverse effect on our business,financial condition and results ofoperations.H

141、uman CapitalOverviewAt agilon,our people are an indispensable contributor to our success and are critical to our ability to execute ourstrategy.We believe we have a responsibility to foster the best possible work environment for everyone in our organization throughtotal rewards,inclusion and belongi

142、ng,training and development,and health and safety.People join agilon because of our vision:To transform the future of healthcare in communities across the country byempowering exceptional patient-physician relationships.Together with our employees and physician partners,we have defined ourcompany va

143、lues and commitments to guide our everyday actions in executing our mission:Partnership and Collaboration:We are One Team.We collaborate deeply.We embrace inclusion and belonging.Together with our physician partners,we empower the care that our families and friends deserve.Innovation:We rapidly adap

144、t to our changing world and embrace the creativity of our physician partners andeach other.Quality and Service Excellence:We value results,not activity.We serve others with passion and humility.Continuous Improvement:We are agile and move fast.We actively seek out and share feedback.We learn andimpr

145、ove every day.Expertise:We are curious.We aspire to be experts and share our knowledge.Accountability and Integrity:We celebrate our successes.We take ownership in everything we do.Our Compensation and Human Capital Committee of our Board of Directors(the“Board”)is responsible foroverseeing our huma

146、n capital practices and management compensation philosophy.Our Chief People Officer reports on importanthuman capital management topics to this committee every quarter.Our human capital management efforts are supported by ourdedicated human resources team.This team supports the business in identifyi

147、ng and recruiting top talent,supporting theonboarding and orientation of new hires through a comprehensive new employee orientation,a managers toolkit and resources tosupport onboarding,goal setting,and in-year management,as well as a comprehensive semi-annual review process that ties to ourcompany

148、values and supports continuous learning and improvement.Our efforts to promote a positive employee experience andbuild culture are further supported and enhanced by local and national in-person and82025/5/19 11:56agl-20241231https:/www.sec.gov/Archives/edgar/data/1831097/000162828025007721/agl-20241

149、231.htm13/1652025/5/19 11:56agl-20241231https:/www.sec.gov/Archives/edgar/data/1831097/000162828025007721/agl-20241231.htm14/165Table of Contentsvirtual events,including town halls,in-office and/or virtual celebrations,employee activity committees and recognition awards,meant to champion our employe

150、es and create a sense of community.We conduct annual employee engagement surveys to solicitfeedback and help guide annual planning on initiatives to support our team members.Total RewardsWe recognize how vital our employees are to our success and strive to offer comprehensive and competitivecompensa

151、tion and benefits to meet the varying needs of our employees.We regularly assess our compensation and benefitsprograms to maintain a competitive and well-rounded Total Rewards strategy.Our offerings are designed to provide competitivecompensation and benefits that cater to the diverse needs of our m

152、ulti-generational workforce.Our Total Rewards programs includeshort-term and long-term incentives,recognition programs,a 401(k)plan,health and welfare insurance benefits,unlimited paidtime off for exempt employees and accrued paid time off for hourly employees,flexible work schedules,and family leav

153、e,amongmany others,depending on eligibility.As part of our efforts to promote pay equity,we have implemented measures in our U.S.offices such as routinelybenchmarking roles against market comparables,increasing pay transparency for applicants and associates,setting pay rangesbased on role and experi

154、ence,applying consistent processes for annual merit increases and bonuses and driving additional ongoingand future improvements.Inclusion&BelongingWe believe a great workplace fosters an environment where all employees can thrive and grow,and where differencesare both encouraged and celebrated.Our c

155、ommitment to an inclusive and diverse workplace starts at the top with the CompanysBoard of Directors.We aim to attract,develop,retain and support a diverse workforce that reflects the many members,physicianpartners,and communities we serve.Our executive leadership team and other senior leaders supp

156、ort our efforts.To advance theseobjectives,the Company offers training on topics such as leading inclusively,anti-harassment,anti-discrimination,and unconsciousbias.Our programs include employee resource groups to foster a sense of community and inclusion and other community-buildingevents to deepen

157、 understanding and appreciation of our global workforce.The health,safety,and wellness of our employees are vital to our success.We have a strong commitment to providinga safe working environment.We believe we have effective oversight of our health and safety programs,which includes performingregula

158、r health and safety reviews intended to ensure that proper policies are in place.Training and DevelopmentWe prioritize and invest in creating opportunities to help employees grow and build their careers through a multitudeof training and development programs.These programs,in addition to focusing on

159、 career development,and professionaldevelopment,reinforce the importance of compliance and ethical behavior embodied in our Code of Conduct and related policiesand training,which all employees must complete upon hire and annually thereafter.We provide online and in-house trainingcourses designed to

160、strengthen technical and hard-skills,enhance leadership development,and aid with career advancement,whichalso includes reimbursement for various continuing professional education and support for membership in professionalassociations.We support career coaching,mentorship and accelerated leadership d

161、evelopment programs to ensure mobility andadvancement for our employees.Our employees are also encouraged to participate in mentoring programs with people of variousbackgrounds and cultures.We view mentoring as an essential development tool for sharing skills and knowledge so we can allsucceed.Our c

162、ommitment to mentoring feeds the successful future of our company.EmployeesAs of December 31,2024,agilon and its subsidiaries had 1,076 employees;substantially all were full-time.None ofour employees are members of a labor union,and we have not experienced a work stoppage.Our employees do not includ

163、e ourphysician partners,whom we do not directly employ.92025/5/19 11:56agl-20241231https:/www.sec.gov/Archives/edgar/data/1831097/000162828025007721/agl-20241231.htm15/165Table of ContentsHealthcare and Other Applicable Regulatory MattersThe healthcare industry is highly regulated under state,federa

164、l,and international laws and regulations.Our operationsand relationships with healthcare plans and providers are also subject to extensive and increasing regulation by numerous federal,state,and local government agencies including the Office of Inspector General(“OIG”),the Department of Justice(“DOJ

165、”),CMS,the Office of Civil Rights(“OCR”),and various other authorities.Healthcare laws and regulations change frequently.Regulatoryagencies have broad discretion to issue new regulations and enforce the laws and regulations and have been increasingly active inenforcing the laws and regulations again

166、st healthcare companies,including companies that provide managed care.Corporate Practice of MedicineSome states in which we operate have laws prohibiting the corporate practice of medicine(“CPOM”);such lawsgenerally prohibit business entities with non-physician owners,such as agilon and certain of i

167、ts subsidiaries,from practicingmedicine.States with CPOM laws limit the practice of medicine to licensed individuals or professional organizations comprisinglicensed individuals;therefore,non-medical professional entities are prohibited from employing or contracting with physicians(unless the entity

168、 satisfies limited exceptions),exercising control over medical decisions,or engaging in certain arrangements withother physicians,such as fee-splitting.These laws vary from state to state and change frequently based on new case law,opinionsfrom state attorneys general and regulations promulgated by

169、medical boards.A majority of states have adopted express corporatepractice of medicine prohibitions,and several states that have not explicitly adopted the doctrine,nonetheless,have regulations thatecho CPOM principles.A violation of the CPOM prohibition constitutes the unlawful practice of medicine

170、,which is a publicoffense punishable by fines or criminal penalties.A violation could also result in civil penalties or damages.In addition,anymedical professional who participates in a scheme that violates a states CPOM prohibition may be subject to disciplinary action,license revocation,or potenti

171、al forfeiture of revenues from payors for services rendered or may be punished for aiding and abettinga non-medical professional entity in the unlawful practice of medicine.We typically operate by forming RBEs that contract withpayors on the one hand and provide professional services through contrac

172、tual relationships with PCPs on the other hand.While webelieve that our practices are in substantial compliance with the CPOM laws to which we are subject,if a state determines that weare not in compliance that may result in a material adverse effect on our business,results of operations or financia

173、l condition.Fee-Splitting ProhibitionsThe laws of some states prohibit medical professionals from splitting with anyone,other than providers who are part ofthe same group practice,any professional fee,commission,rebate or other form of compensation for any services not actually andpersonally rendere

174、d.Fee-splitting laws and their interpretations vary and are enforced by state courts and regulatory authorities thathave broad discretion in their enforcement.Courts in some states have interpreted fee-splitting statutes as prohibiting all percentageof gross revenue and percentage of net profit fee

175、arrangements,despite the performance of legitimate services.In addition,courtshave refused to enforce contracts found to violate state fee-splitting prohibitions.Further,fee-splitting arrangements couldimplicate other laws applicable to our business,such as anti-kickback and CPOM laws and regulation

176、s.While we believe we are in substantial compliance with fee-splitting laws in the states in which we operate,if we arefound to be non-compliant,penalties for violating fee-splitting statutes or regulations may include medical license revocation,suspension,probation or other disciplinary action agai

177、nst our affiliated providers.It could also result in monetary damages andpenalties.False Claims ActsWe are subject to numerous federal and state laws that prohibit the presentation of false information,or the failure todisclose information,in connection with the submission and payment of medical cla

178、ims for reimbursement.The federal civil and criminal false claims laws and civil monetary penalties laws,such as the federal False ClaimsAct,31 U.S.C.37293733(“FCA”),impose civil liability on individuals or entities that submit false or fraudulent claims forpayment to the federal government.The FCA

179、provides,in part,that the federal government may bring a lawsuit against any personwhom it believes has knowingly or recklessly:presented,or caused to be presented,a false or fraudulent claim for payment orapproval to the federal government;made,used or caused to be made or used a false statement or

180、 a false record to get a claim forpayment approved,including a false or fraudulent claim;concealed,or knowingly and improperly avoided or decreased,anobligation to pay or transmit money or property to the federal102025/5/19 11:56agl-20241231https:/www.sec.gov/Archives/edgar/data/1831097/000162828025

181、007721/agl-20241231.htm16/165Table of Contentsgovernment;or conspired to commit any of the foregoing.The government may deem entities to have“caused”the submission offalse or fraudulent claims by,for example,providing inaccurate billing or coding information,billing for services not rendered,billing

182、 services at a higher payment rate than appropriate and billing for care that is not considered medically necessary.Suits filedunder the FCA are also known as“qui tam”actions.They are frequently brought by individuals known as“relators”or“whistleblowers,”who may file a FCA lawsuit on behalf of the g

183、overnment.Relators and whistleblowers are incentivized to filesuch lawsuits because they may share in a percentage of any recovery.Healthcare-related fraud continues to be the leading source of recoveries in FCA settlements and judgments.The federal government has used the FCA to prosecute a wide va

184、riety of alleged false claims and fraud allegedlyperpetrated against Medicare and other federal healthcare programs.The federal government,including as a result of the passage ofthe ACA(as defined below),and a number of courts have taken the position that claims presented in violation of certain oth

185、erstatutes,including the federal Anti-Kickback Statute(“AKS”)or the federal physician referral law,42 U.S.C.1395nn(the“StarkLaw”),are a violation of the FCA.Some government healthcare programs,including,but not limited to,the MA program,use arisk-adjustment model that adjusts premiums paid to contra

186、cted payors to reflect the specific characteristics of each enrolledmember(including demographics,government program eligibility and health status).Many payors and government healthcareprograms have set forth specific documentation rules that must be followed in compliantly selecting allowable codes

187、.We rely onphysician partners to follow the CMS documentation rules and code their claim submissions with accurate and substantiallydocumented diagnoses,which we send to the payors,some of whom,in turn,submit the data to government healthcare agenciesincluding CMS.In recent years,the DOJ has brought

188、 a number of investigations and actions under the FCA against both payors andproviders for alleged upcoding or improper coding of diagnosis coding under the risk-adjustment methodology.The FCA andSocial Security Act also prohibits the knowing retention of identified overpayments(known as“reverse fal

189、se claims”).A number ofstates have enacted laws that are similar to the FCA.Under Section 6031 of the Deficit Reduction Act of 2005,as amended,if astate enacts a false claims act that is at least as stringent as the federal statute and that also meets certain other requirements,thestate will be elig

190、ible to receive a greater share of any monetary recovery obtained pursuant to certain actions brought under thestates equivalent to the FCA.As a result,more states are expected to enact laws that are similar to the FCA in the future along witha corresponding increase in state false claims enforcemen

191、t efforts.Penalties for violations of the federal and state FCAs are severe.For example,if an entity violates the federal FCA,thegovernment may seek up to three times the actual damages(known as“treble damages”),plus substantial penalties for each falseclaim.The DOJ has also sought to enforce cybers

192、ecurity compliance through its Civil Cyber-Fraud Initiative under the FCA.Violations of federal and state fraud and abuse laws may be punishable by criminal and/or civil sanctions,including significantpenalties,fines,disgorgement,additional reporting requirements and oversight under a corporate inte

193、grity agreement or similaragreement to resolve allegations of noncompliance with these laws,and/or exclusion or suspension from federal healthcareprograms,such as Medicare,debarment from contracting with the U.S.government or criminal prosecution.Federal and State Anti-Kickback StatutesThe AKS,set f

194、orth in Section 1128B of the Social Security Act,is a criminal statute that prohibits the knowing andwillful offer,payment,solicitation or receipt of any form of remuneration in return for,or to induce,(i)the referral of a person foritems or services reimbursable under federal healthcare programs,(i

195、i)the furnishing or arranging for the furnishing of items orservices reimbursable under federal healthcare programs or(iii)the purchase,lease or order or arranging or recommendingpurchasing,leasing or ordering of any item or service reimbursable under federal healthcare programs.The core of a violat

196、ion ofthe AKS is an“inducement”to refer patients for services or items that are reimbursed under a federal healthcare program,such asMedicare,Medicaid,or Tricare(which covers military personnel).The AKS is based on the theory that kickbacks undermine theintegrity of federal healthcare programs by ta

197、inting medical decision-making,increasing healthcare costs and negatively impactingcompetition.The ACA amended the AKS to make it clear that a person need not have actual knowledge of the statute,or specificintent to violate the statute,as a predicate for a violation.Court cases have resulted in the

198、 interpretation that a violation may occureven when only one of many purposes of the remuneration is to induce or reward referrals,and the OIG,which has the authority toimpose administrative sanctions for violation of the statute,has adopted a similar standard.There are certain AKS“safe harbors”whic

199、h,if the respective requirements are met,would afford protection from theAKS.Failure to meet all requirements of an AKS safe harbor does not necessarily mean the arrangement violates112025/5/19 11:56agl-20241231https:/www.sec.gov/Archives/edgar/data/1831097/000162828025007721/agl-20241231.htm17/1652

200、025/5/19 11:56agl-20241231https:/www.sec.gov/Archives/edgar/data/1831097/000162828025007721/agl-20241231.htm18/165Table of Contentsthe AKS,but it may be subject to scrutiny by legal authorities,in light of the parties intent and arrangements.In other words,if anarrangement does not fit within a safe

201、 harbor,it does not necessarily mean that the arrangement is per se illegalonly that it is notshielded from regulatory scrutiny.The federal AKS provides criminal penalties for individuals or entities that knowingly andwillfully solicit or receive any remuneration.A violation of the AKS is punishable

202、 by imprisonment of up to ten years,fines of upto$100,000 per offense,or both.Violation can also give rise to federal healthcare program exclusion,liability under the FCA andcivil penalties,which may include monetary penalties of up to$100,000 per offense,repayments of up to three times the totalpay

203、ments between the parties to the arrangement and suspension from future participation in Medicare and Medicaid.In 2018,theU.S.Department of Health and Human Services(“HHS”)OIG issued final rules adding new safe harbors and modifying existingsafe harbors that protect certain payment practices and bus

204、iness arrangements from sanctions under the AKS in order to removepotential barriers to more effective coordination and management of patient care and delivery of value-based care.Among otherchanges,the rules contain safe harbors for value-based arrangements centering around value-based enterprises,

205、which areenterprises composed of participants collaborating to achieve one or more value-based purposes,including coordinating andmanaging the care of a target patient population and coordinating and managing the care of a target population.These rules alsoprovide additional protections to our payme

206、nt models with providers.We have endeavored to structure our business arrangements with healthcare providers to comply with the AKS or fitwithin an AKS safe harbor.For example,a key managed care safe harbor under the AKS upon which we regularly rely allows forpayments to providers for“healthcare ser

207、vices and items,”but does not allow incentive payments for marketing or to encouragemember enrollment.We therefore carefully analyze all payment structures to ensure that they constitute“services and items”thatfall within this safe harbor or are otherwise in compliance with the AKS.We similarly anal

208、yze other financial arrangements withhealthcare providers to seek to comply with the AKS,including through application of other safe harbors and assessment ofwhether the arrangement reflects fair market value for the value of services provided without regard for the volume or value ofreferrals gener

209、ated between the parties.Additionally,some states have enacted statutes and regulations similar to the AKS,but which may be applicableregardless of the payor source for the patient.These state laws may contain exceptions and safe harbors that are different fromand/or more limited than those of feder

210、al law and that may vary from state to state.We have also endeavored to structure our participation in the ACO REACH Model to comply with waivers of the AKSissued by the Secretary of HHS.The conditions of such waivers are to ensure that protected arrangements:(i)are consistent withthe quality,care c

211、oordination,and cost-reduction goals of the ACO REACH Model,(ii)are subject to safeguards designed tomitigate the risk of fraud and abuse;and(iii)can be readily monitored and audited.Stark LawThe Stark Law generally prohibits a physician from referring Medicare and Medicaid patients to an entity pro

212、vidingdesignated health services(“DHS”)if such physician,or a member of the physicians immediate family,has a financial relationshipwith the entity,unless a specific exception applies.DHS is defined to mean any of the following enumerated items or services:clinical laboratory services;physical thera

213、py services;occupational therapy services;radiology services,including magneticresonance imaging,computerized axial tomography scans and ultrasound services;radiation therapy services and supplies;durablemedical equipment and supplies;parenteral and enteral nutrients,equipment and supplies;prostheti

214、cs,orthotics and prostheticdevices and supplies;home health services;outpatient prescription drugs;inpatient and outpatient hospital services;and outpatientspeech-language pathology services.The types of financial arrangements between the referring physician and an entity providingDHS that trigger t

215、he Stark Law are broad,including direct and indirect ownership and investment interests,and compensationarrangements.The Stark Law also prohibits any entity providing DHS and receiving a prohibited referral from presenting,orcausing to be presented,a claim or billing for the services arising out of

216、the prohibited referral.Similarly,the Stark Law prohibitsan entity from“furnishing”a DHS to another entity in which it has a financial relationship when that entity bills for the service.The Stark Law also prohibits self-referrals within an organization by its own physicians,although broad exception

217、s exist that coveremployed physicians and those referring DHS that are ancillary to the physicians practice to the physician group.The prohibitionapplies regardless of the reasons for the financial relationship and the referral;intent to induce referrals is not required.Like the federal AKS,the fede

218、ral Stark Law contains statutory and regulatory exceptions intended to protect certaintypes of transactions and arrangements.If the Stark Law is implicated,the financial relationship must fully satisfy a Stark Lawexception;if an exception is not satisfied,then the parties to the arrangement could be

219、 subject to sanctions.Sanctions for violationof the Stark Law include denial of payment for claims for services provided in violation of the prohibition,refunds of amountscollected in violation of the prohibition,a civil penalty of up to$15,000 for each service122025/5/19 11:56agl-20241231https:/www

220、.sec.gov/Archives/edgar/data/1831097/000162828025007721/agl-20241231.htm19/1652025/5/19 11:56agl-20241231https:/www.sec.gov/Archives/edgar/data/1831097/000162828025007721/agl-20241231.htm20/165Table of Contentsarising out of the prohibited referral,a civil penalty of up to$100,000 against parties th

221、at enter into a scheme to circumvent theStark Law prohibition,civil assessment of up to three times the amount claimed,and potential exclusion from the federalhealthcare programs,including Medicare and Medicaid.Amounts collected on claims related to prohibited referrals must bereported and refunded

222、generally within sixty(60)days after the date on which the overpayment was identified.Furthermore,StarkLaw violations and failure to return overpayments in a timely manner can form the basis for FCA liability,as further discussedherein.Additionally,several states have enacted physician self-referral

223、 laws.Notably,compensation pursuant to a risk-sharing arrangement between a managed care organization or an independentpractice association and a physician(either directly or indirectly through a contractor)for services provided to enrollees of a healthplan(an MA plan,for example)does not constitute

224、 a financial arrangement for Stark purposes.Further,physician incentive plans(“PIPs”)are allowable provided that(i)the compensation is not determined in any manner(withhold,capitation,bonus,orotherwise)that takes into account,directly or indirectly,volume or value of referrals and(ii)the PIP does no

225、t induce the reductionof medically necessary care to individual patients and does not place the physician at substantial financial risk for services notprovided by the physician.In 2018,CMS issued regulations that introduce value-based terminology and exceptions to the Stark Law.CMS hasimplemented s

226、uch exceptions for certain remuneration exchanged between or among eligible participants in value-basedarrangements.These exceptions and their various requirements apply based on the level of risk assumed by the arrangementsparticipants.These regulations purport to ease the compliance burden for hea

227、lthcare providers across the industry whilemaintaining safeguards to protect patients and programs from fraud and abuse.Future regulations may change the parameters of theStark Law exceptions that we rely upon and impact our business,results of operations and financial condition.Section 1876 of the

228、Social Security ActSection 1876 of the Social Security Act prohibits MA plans and their downstream entities from entering intocompensation arrangements with physicians that may directly or indirectly have an effect of reducing or limiting services toindividual members.We have sought to structure our

229、 compensation arrangements with physicians to ensure compliance with thisrequirement.Health Care Fraud StatuteThe Health Care Fraud Statute,18 U.S.C.1347,is a criminal statute that prohibits any person from knowingly andwillfully executing,or attempting to execute,a scheme to defraud any healthcare

230、benefit program,which can be either agovernment or private payor plan.Violation of this statute,even in the absence of actual knowledge of or specific intent to violatethe statute,may be charged as a felony offense and may result in imprisonment,fines or both.The False Statement Statute,18U.S.C.1035

231、,prohibits,in any matter involving a federal healthcare program,anyone from knowingly and willfully falsifying,concealing or covering up,by any trick,scheme or device,a material fact,or making any materially false,fictitious,or fraudulentstatement or representation,or making or using any materially

232、false writing or document knowing that it contains a materially falseor fraudulent statement.A violation of this statute may be charged as a felony offense and may result in imprisonment,fines,orboth.Other federal criminal statutes similarly apply to healthcare,including Mail Fraud,18 U.S.C.1341 and

233、 Wire Fraud,18U.S.C.1343.A violation of these statutes may be charged as a felony offense and may result in imprisonment,fines or both.Civil Monetary Penalties StatuteThe Civil Monetary Penalties Law(“CMPL”),42 U.S.C.1320a-7a,authorizes the imposition of civil monetarypenalties,assessments,and exclu

234、sions against an individual or entity based on a variety of prohibited conduct,including,but notlimited to:(i)presenting,or causing to be presented,claims for payment to Medicare,Medicaid,or other third-party payors that theindividual or entity knows or should know are for an item or service that wa

235、s not provided as claimed or is false or fraudulent;(ii)offering remuneration to a federal healthcare program beneficiary that the individual or entity knows or should know is likely toinfluence the beneficiary to order or receive healthcare items or services from a particular provider;(iii)arrangin

236、g contracts with anentity or individual excluded from participation in a federal healthcare program;(iv)violating the federal AKS;(v)making,using,or causing to be made or used,a false record or statement material to a false or fraudulent claim for payment for items and servicesfurnished under a fede

237、ral healthcare program;(vi)making,using,or causing to be made any false statement,omission,ormisrepresentation of a material fact in any application,bid,or contract to participate or enroll as a provider of services or a supplierunder a federal healthcare program;and(vii)failing to report and return

238、 an overpayment owed to the federal government.Weperform monthly132025/5/19 11:56agl-20241231https:/www.sec.gov/Archives/edgar/data/1831097/000162828025007721/agl-20241231.htm21/1652025/5/19 11:56agl-20241231https:/www.sec.gov/Archives/edgar/data/1831097/000162828025007721/agl-20241231.htm22/165Tabl

239、e of Contentschecks on our employees,affiliated providers and certain affiliates and vendors using government databases to confirm that theseindividuals have not been excluded from federal programs.However,should an individual become excluded,and we fail to detectit,a federal agency could require us

240、 to refund amounts attributable to all claims or services performed or sufficiently linked to anexcluded individual.Thus,we cannot foreclose the possibility that we will face allegations subject to the CMPL with the potentialfor a material adverse impact on our business,results of operations and fin

241、ancial condition.Substantial civil monetary penaltiesmay be imposed under the federal Civil Monetary Penalty Statute and may vary,depending on the underlying violation.Inaddition,an assessment of not more than three(3)times the total amount claimed for each item or service may also apply,and aviolat

242、or may be subject to exclusion from federal and state healthcare programs.Federal and State Insurance and Managed Care LawsRegulation of downstream risk-sharing arrangements,including,but not limited to,global risk and other value-basedarrangements,varies significantly from state to state.Some state

243、s require downstream entities and RBEs to obtain an insurancelicense,a certificate of authority,or an equivalent authorization,in order to participate in downstream risk-sharing arrangementswith payors.In some states,statutes,regulations and/or formal guidance explicitly address whether and in what

244、manner the stateregulates the transfer of risk by a payor to a downstream entity.However,the majority of states do not explicitly address the issue,and in such states,regulators may nonetheless interpret statutes and regulations to regulate such activity.If downstream risk-sharing arrangements are n

245、ot regulated directly in a particular state,the state regulatory agency may nonetheless require oversightby the licensed payor as the party to such a downstream risk-sharing arrangement.Such oversight is accomplished via contract andmay include the imposition of reserve requirements,as well as repor

246、ting obligations.Further,state regulatory stances regardingdownstream risk-sharing arrangements can change rapidly and codified provisions may not keep pace with evolving risk-sharingmechanisms.Healthcare ReformIn March 2010,the Patient Protection and Affordable Care Act and the accompanying Health

247、Care and EducationAffordability Reconciliation Act(collectively referred to as the“ACA”),were enacted.The ACA includes a variety of healthcarereform provisions and requirements,which continue to be implemented and substantially changed the way healthcare is financedby both governmental and private i

248、nsurers.However,due to government action over the last several years,a number of changes have been made to the provisionsof the ACA since 2010,including reduced funding.Looking forward,the future of the ACA and its underlying programs are subjectto continuing and substantial uncertainty,making long-

249、term business planning exceedingly difficult.Because of the continueduncertainty about the implementation of the ACA,including the timing of and potential for further legal challenges,repeal oramendment of that legislation,through the legislative or executive branches,and the future of the health in

250、surance exchanges,wecannot quantify or predict with any certainty the likely impact of the ACA on our business,financial condition,operating resultsand prospects.The CMS Innovation Center continues to test an array of alternative payment models,including the ACO REACHModel,to allow ACOs to negotiate

251、 directly with the government to manage traditional Medicare beneficiaries and share in thesavings and losses generated from managing such beneficiaries.State regulation of ACOs will likely be variable.For example,certain states may require ACOs to obtain specific licensure to participate in the ACO

252、 REACH Model and assume risk directlyfrom CMS.There likely will continue to be regulatory proposals directed at containing or lowering the cost of healthcare.Further,CMS also routinely adjusts the risk adjustment factor which is central to payment under the MA program.The monetary“coefficient”values

253、 associated with diseases that we manage in our population are subject to change by CMS.Such changes couldhave a material adverse effect on our financial condition.Federal,State,and International Privacy and Security RequirementsWe are subject to various federal,state and local laws and rules regard

254、ing the use,security and disclosure of PHI,personally identifiable information,de-identified data and other categories of confidential or legally protected data that ourbusinesses may handle.Such laws and rules include,without limitation,the Health Insurance Portability and Accountability Act of1996

255、(“HIPAA”),the Federal Trade Commission Act,15 U.S.C.45(“FTC Act”)and the California Consumer Privacy Act,theCalifornia Privacy Rights Act,and other applicable state and international privacy and security laws,including Brazil and India.Privacy and security laws and regulations often change due to ne

256、w or amended legislation,regulations or administrativeinterpretation.142025/5/19 11:56agl-20241231https:/www.sec.gov/Archives/edgar/data/1831097/000162828025007721/agl-20241231.htm23/1652025/5/19 11:56agl-20241231https:/www.sec.gov/Archives/edgar/data/1831097/000162828025007721/agl-20241231.htm24/16

257、5Table of ContentsCongress enacted HIPAA,in part,to combat healthcare fraud and to protect the privacy and security of patientsindividually identifiable healthcare information.Among other things,HIPAA requires healthcare providers and their businessassociates to maintain the privacy and security of

258、individually identifiable PHI.HIPAA requires both covered entities and businessassociates to develop and maintain policies and procedures with respect to PHI,including adherence to HIPAAs security standardsthrough the implementation of administrative,physical and technical safeguards to protect PHI.

259、Additionally,HIPAA containsrequirements with respect to the use and disclosure of individuals PHI,including a prohibition on a covered entity or businessassociate using or disclosing an individuals PHI unless the use or disclosure is authorized by the individual or is specificallyrequired or permitt

260、ed under HIPAA.The Health Information Technology for Economic and Clinical Health of 2009(“HITECH”)expanded,among other things,(1)the scope of HIPAA to now apply directly to“business associates,”or independent contractorswho receive,create,maintain or obtain PHI in connection with providing a servic

261、e to a covered entity or another businessassociate,(2)substantive security and privacy obligations,including a new federal security breach notification requirement thatunauthorized acquisitions,access,use or disclosure of unsecured PHI that compromise the security or privacy of the PHI bereported to

262、,depending on the number of people affected and their location,affected individuals,the Department of Health andHuman Services and local media outlets,(3)restrictions on certain marketing communications,a prohibition on business associatesfrom receiving remuneration in exchange for PHI,and a prohibi

263、tion on covered entities from receiving remuneration in exchangefor PHI without express patient authorization or applicable exception and(4)the civil and criminal penalties that may be imposedfor HIPAA violations.Pursuant to HIPAA,as amended by HITECH,we are required to report breaches of unsecured

264、PHI to ourcovered entity clients,such as our physician group partners,within the time period specified in our applicable business associateagreement,but in no case later than 60 days from the discovery of the breach,and notify certain agencies and potentially the mediain accordance with clause(2)abo

265、ve.Any interruption in access to member information,unauthorized use of or access toinformation,improper disclosure or other loss of information could result in,among other things,liability under HIPAA,potentially resulting in damages and regulatory penalties.HIPAA mandates that the Secretary of HHS

266、 conduct periodic audits of covered entities and business associates forcompliance with the HIPAA Privacy and Security Rules.HIPAA imposes penalties for certain violations,subject to a cap of$1.5million for violations of the same standard in a single calendar year.A single data privacy or data secur

267、ity incident can,in the viewof HHS,result in violations of multiple standards.HIPAA,as amended by the HITECH Act,also authorizes state attorneys generalto file suit on behalf of their states residents.While HIPAA does not create a private right of action allowing individuals to sue usin federal cour

268、t for violations of HIPAA,its standards have been used as a basis for establishing a duty of care in state-law civilsuits alleging negligence or recklessness for the misuse of PHI.A finding of liability under HIPAA could have a material adverseeffect on our business,financial condition and results o

269、f operations.For more information see the risk factor titled“Securitybreaches,cybersecurity attacks,loss of data and other disruptions to our information systems could compromise sensitiveinformation related to our business and expose us to liability,which could adversely affect our operations,finan

270、cial condition,cash flows and results of operation”in Item 1A.Risk Factors and Item 1C.Cybersecurity included in this Report.Additionally,many states and foreign jurisdictions have also enacted laws that protect the privacy and security ofconfidential,personal and health information,which may be eve

271、n more stringent than HIPAA and may add additional compliancecosts and legal risks to our operations.Some state privacy and security laws overlap with federal law,some of which arepreempted,in part,by federal laws,whereas others are not.States have also passed privacy and security laws and regulatio

272、ns thatapply across sectors and go beyond federal law,such as data security laws,secure destruction,Social Security number privacy,online privacy,biometric information privacy,data breach notification laws.Some of these state and international laws may imposefines and penalties on violators and may

273、afford private rights of action to individuals who believe their personal information hasbeen misused.We are also subject to a provision of the federal 21st Century Cures Act that is intended to facilitate the appropriateexchange of health information.In 2020,the HHS Office of the National Coordinat

274、or for Health Information Technology and CMSissued complementary new rules that are intended to enhance interoperability and prevent information blocking and createdrequirements to(i)provide patients with convenient access to health care information,(ii)support electronic exchange of data fortransit

275、ions of care and(iii)participate in trust networks to improve interoperability.The 21st Century Cures Act authorizes civilmonetary penalties up to$1 million per information blocking“violation.”Various other federal,state and foreign laws may apply that restrict the use and protect the privacy and se

276、curity ofindividually identifiable information,as well as employee personal information,including laws modeled to some extent on theEuropean Unions General Data Protection Regulation.Federal and state consumer protection laws,including laws that do not,ontheir face,specifically address data privacy

277、or security,have been applied to data privacy and security matters by a range ofgovernment agencies and courts.152025/5/19 11:56agl-20241231https:/www.sec.gov/Archives/edgar/data/1831097/000162828025007721/agl-20241231.htm25/165Table of ContentsConsumer Protection Lawsagilon may be subject to the Te

278、lephone Consumer Protection Act(“TCPA”),which regulates the manner in which abusiness may advertise its products and services to consumers by phone,text and fax.The TCPA was enacted by Congress tocombat aggressive telemarketing and fax advertising practices believed to invade consumer privacy.The TC

279、PA also regulates theuse of automated equipment to deliver calls or text messages to mobile phones without prior express consent.Congress empoweredthe FCC to interpret the TCPA through rules,regulations and declaratory rulings.The FCC has determined that calls or textmessages that have an express he

280、althcare-related purposesuch as treatment follow-up,appointment confirmations and remindersor pre-operative instructionsare exempt from the TCPA.However,as healthcare companies,such as ourselves,increasingly relyon mobile delivery platforms and other technologies to communicate with patients about a

281、ppointments,billing and other issues,thepotential for legal exposure under the TCPA also increases.Each call or text made in violation of the TCPA can cost up to$1,500per instance in fines and damages.Because there is no cap on statutory damages,violations can result in millions of dollars inpenalti

282、es.Competition and Antitrust LawsWe are subject to numerous statutes that govern competition in our industry,including the Sherman Act,the FTC Actand the Clayton Act.The Sherman Act,15 U.S.C.1-7,outlaws“every contract,combination,or conspiracy in restraint of trade,”and any“monopolization,attempted

283、monopolization,or conspiracy or combination to monopolize.”The penalties for violating theSherman Act can be severe.Most enforcement actions are civil,but individuals and businesses that violate the Sherman Act may beprosecuted criminally by the DOJ.Criminal prosecutions are typically limited to cle

284、ar violations,such as when competitors fixprices,allocate markets or rig bids.The Sherman Act imposes criminal penalties of up to$100 million for a corporation and$1million for an individual,along with up to 10 years in prison.Under federal law,the maximum fine may be increased to twice theamount th

285、e conspirators gained from the illegal acts or twice the money lost by the victims of the crime,if either of those amountsis more than$100 million.The FTC Act,15 U.S.C.41-58,bans“unfair methods of competition”and“unfair or deceptive acts or practices.”The Supreme Court has said that all violations o

286、f the Sherman Act also violate the FTC Act.Thus,although the FTC does nottechnically enforce the Sherman Act,it can bring cases under the FTC Act against the same kinds of activities that violate theSherman Act.The FTC Act also reaches other practices that harm competition,but that may not fit neatl

287、y into categories of conductformally prohibited by the Sherman Act.Only the FTC may bring cases under the FTC Act.The Clayton Act,15 U.S.C.12-27,addresses specific practices that the Sherman Act does not clearly prohibit,suchas mergers and interlocking directorates(that is,the same person serving as

288、 an officer or director of two competing companies).Section 7 of the Clayton Act prohibits mergers and acquisitions where the effect“may be substantially to lessen competition,or totend to create a monopoly.”As amended by the Robinson-Patman Act of 1936,15 U.S.C.13,the Clayton Act also bans certaind

289、iscriminatory prices,services and allowances in dealings between merchants.The Clayton Act was amended again in 1976 by theHart-Scott-Rodino Antitrust Improvements Act,15 U.S.C.18a,to require companies planning large mergers or acquisitions tonotify the government of their plans in advance.The Clayt

290、on Act also authorizes private parties to sue for treble damages whenthey have been harmed by conduct that violates either the Sherman or Clayton Act and to obtain a court order prohibiting thealleged anticompetitive practice in the future.In addition to these federal statutes,most states have antit

291、rust laws that are enforced by state attorneys general orprivate plaintiffs.Many state statutory provisions are based on federal antitrust law,namely,Sections 1 and 2 of the Sherman Act,and Sections 3 and 7 of the Clayton Act.Further complicating matters,state lawmakers are increasingly seeking to e

292、xerciseoversight over healthcare transactions and allow state agencies to analyze potential anticompetitive effects of healthcareconsolidation,including smaller transactions that do not meet federal reporting thresholds.Private parties may also bring lawsuitsto enforce antitrust laws.As the healthca

293、re industry has continued to evolve in response to consumer demand and competition in themarketplace,the effect of the antitrust laws in healthcare is also changing.We have expanded our operations significantly since ourinception,organically as well as through acquisitions.Such growth,and our long-t

294、erm contracts with physician partners,couldexpose us to risks related to antitrust investigations and litigation.Competition and antitrust law inquiries often continue for severalyears and,if violations are found,can result in substantial financial exposure.162025/5/19 11:56agl-20241231https:/www.se

295、c.gov/Archives/edgar/data/1831097/000162828025007721/agl-20241231.htm26/165Table of ContentsU.S.Foreign Corrupt Practices Act of 1977 and Various Anticorruption LawsThe U.S.Foreign Corrupt Practices Act,as amended,15 U.S.C.78dd-1,et seq.(“FCPA”)prohibits offering,promising,providing or authorizing o

296、thers to give anything of value to a foreign government official to obtain or retain business orotherwise secure a business advantage.The FCPA also requires public companies to maintain sufficient internal controls to preventand detect FCPA violations and to keep books,records,and accounts,which,in

297、reasonable detail,accurately and fairly reflect thetransactions and dispositions of the assets of the company.Violations of the FCPA can result in imprisonment,significant criminaland civil fines and penalties,and ongoing government supervision such as a monitorship.In addition,agilon is subject to

298、variousforeign anticorruption laws in locations in which it operates,including Brazils Clean Companies Act and Indias Prevention ofCorruption Act,1988.Other Laws and RegulationsSome states in which we operate require licensing or registration for operations related to,among others,utilizationreview

299、on behalf of payors,including reviewing medical necessity and appropriateness of healthcare services,or processing claimsin connection with insurance or managed care products.Such laws vary from state to state,and our operations may be subject toexemption in certain states.Additionally,our physician

300、 partners are subject to numerous federal,state and local licensing laws and regulations,relating to,among other things,professional credentialing and professional ethics.Our physician partners,as well as their nursepractitioners and physician assistants,must satisfy and maintain their individual pr

301、ofessional licensing in each state where theypractice medicine.Further,organizations that receive reimbursement from a federal or state government payor are expected by the federalgovernment to have a compliance program.For those organizations that do not receive reimbursement from any federal or st

302、ategovernment payors,a compliance program is not mandatory but is considered best practice.As a result,we maintain a program tomonitor compliance with federal and state laws and regulations applicable to healthcare entities.We have a compliance departmentthat is charged with implementing and supervi

303、sing our compliance program,which includes the adoption of(i)a Code of Conductfor our employees and affiliates and(ii)a process that specifies how employees,affiliates and others may report regulatory orethical concerns to our compliance officer.We believe that our compliance program meets the relev

304、ant standards provided by theOIG of the HHS.An important part of our compliance program consists of conducting periodic audits of various aspects of ouroperations.We also conduct mandatory educational programs designed to familiarize our employees with the regulatoryrequirements and specific element

305、s of our compliance program.We are also impacted by federal and state laws and policies that require providers to enroll in the Medicare programbefore submitting any claims for services,to promptly report certain changes in its operations to the agencies that administer theseprograms,and to re-enrol

306、l in these programs when changes in direct or indirect ownership occur or in response to revalidationrequests from Medicare.Available InformationOur website address is .We use our website as a routine channel for distribution of informationthat may be material to investors,including news releases,fi

307、nancial information,presentations and corporate governanceinformation.Information contained or connected to our website is not incorporated by reference in this Report unless expresslynoted.Our Annual Reports on Form 10-K,Quarterly Reports on Form 10-Q,Current Reports on Form 8-K and any amendments

308、tothose reports filed or furnished pursuant to Section 13(a)or 15(d)of the Exchange Act are available on our website,free of charge,as soon as reasonably practicable after we electronically file such materials with,or furnish them to,the U.S.Securities andExchange Commission(“SEC”).Additionally,the

309、SEC maintains a website that contains reports,proxy and informationstatements,and other information regarding issuers that file electronically with the SEC,including us,at www.sec.gov.172025/5/19 11:56agl-20241231https:/www.sec.gov/Archives/edgar/data/1831097/000162828025007721/agl-20241231.htm27/16

310、5Table of ContentsITEM 1A.Risk FactorsSummary Risk Factors.Our business is subject to a number of risks,including risks that may prevent us fromachieving our business objectives or may adversely affect our business,financial condition,cash flows,and results of operationsthat you should consider befo

311、re making a decision to invest in our common stock.These risks include,but are not limited to,thefollowing:Risks Related to Our Businessour history of net losses and the expectation that our expenses will increase in the future;failure to identify and develop successful new geographies,physician par

312、tners and payors,or execute upon ourgrowth initiatives;success in executing our operating strategies or achieving results consistent with our historical performance;medical expenses incurred on behalf of our members may exceed revenues we receive;inability to secure contracts with MA payors;inabilit

313、y to grow new physician partner relationships sufficient to recover startup costs;availability of additional capital,on acceptable terms or at all,to support our business in the future;significant reduction in our membership;transition to a Total Care Model may be challenging for physician partners;

314、public health crises,such as COVID-19,could adversely affect us;inaccuracy in estimates of our members risk adjustment factors,medical services expense,incurred but notreported claims,and earnings pursuant to payor contracts;the impact of restrictive clauses or exclusivity provisions in some of our

315、contracts with physician partners;inability to hire and retain qualified personnel;ability to realize the full value of our intangible assets;security breaches,cybersecurity attacks,loss of data and other disruptions to our information systems;ability to protect the confidentiality of our know-how a

316、nd other proprietary and internally developedinformation;reliance on our subsidiaries;our use of AI and machine learning in our business and challenges with properly managing the developmentand use of these technologies;Risks Related to Our Reliance on Third Partiesreliance on a limited number of ke

317、y payors;the limited terms of contracts with our payors and our ability to renew them upon expiration;reliance on payors for membership attribution and assignment,timely data and reporting accuracy and claimspayment;dependence on physician partners and other providers to effectively manage the quali

318、ty and cost of care andperform obligations under payor contracts;ability to obtain accurate and complete diagnosis data;dependence on physician partners to document their services and any inaccuracies could result inoverpayments,recoupments or liability under the federal FCA or through RADV audits(d

319、efined below);reliance on third-party software,data,infrastructure and bandwidth;Risks Related to Our Industry and Government Programsconsolidation in the healthcare industry;discontinuance or reductions in federal government healthcare programs reimbursement rates ormethodologies applied to derive

320、reimbursement;182025/5/19 11:56agl-20241231https:/www.sec.gov/Archives/edgar/data/1831097/000162828025007721/agl-20241231.htm28/165Table of Contentsuncertain or adverse economic and macroeconomic conditions,including a downturn or decrease ingovernment expenditures;competition in our industry;depend

321、ence on government performance standards and benchmarks;government funding for healthcare programs is subject to statutory and regulatory changes,administrativerulings,interpretations of policy and determinations by intermediaries and governmental funding restrictions;regulatory proposals directed a

322、t containing or lowering the cost of healthcare,including the ACO REACHModel,and our participation,voluntary or otherwise,in such proposed models;federal and state investigations,audits and enforcement actions;regulatory inquiries and corrective action plans imposed by our payors;repayment obligatio

323、ns arising out of payor audits;modification of the methodology utilized to determine revenue associated with MA members;negative publicity regarding the managed healthcare industry generally;Legal and Regulatory Risksour ability to comply with regulation of the healthcare industry at the federal,sta

324、te and local levels;our and our physician partners ability to comply with federal and state fraud and abuse laws,includingphysician incentive plan laws and regulations;implication of laws and regulations regarding marketing,beneficiary inducements,telemarketing and use ofprotected health information

325、;our use,disclosure and processing of personally identifiable information,PHI,and de-identified data is subjectto HIPAA and state patient confidentiality laws;failure to obtain or maintain an insurance license,a certificate of authority or an equivalent authorization;regulation of the corporate prac

326、tice of medicine;inadvertent employment or contract with an excluded person by us or our physician partners;changes in tax laws and regulations,or changes in related judgments or assumptions;Risks Related to Our Indebtednessincurrence of substantially more indebtedness,which could increase the risks

327、 created by our indebtedness;restrictions and limitations in our agreements and instruments governing our indebtedness;Risks Related to Our Common Stockdependence on our subsidiaries for cash to fund all of our operations and expenses;volatility of,or decline in,our stock price,could result in subst

328、antial losses for your investment;coverage by securities analysts may not be favorable or may cease;under our Certificate of Incorporation,Clayton,Dubilier&Rice,LLC(“CD&R”)and its affiliates and,insome circumstances,each of our directors and officers who is also a director,officer,employee,member or

329、partner of CD&R and its affiliates,have no obligation to offer us corporate opportunities;anti-takeover provisions in our Certificate of Incorporation and By-laws;ability to achieve a return on your investment depends on appreciation in the price of our common stock;exclusive forum provisions in our

330、 Certificate of Incorporation;General Riskslawsuits not covered by insurance and securities class action litigation;andsustainability issues,and our reporting on them.192025/5/19 11:56agl-20241231https:/www.sec.gov/Archives/edgar/data/1831097/000162828025007721/agl-20241231.htm29/165Table of Content

331、sYou should carefully consider each of the following risk factors and all of the other information set forth in this report.The risk factors generally have been separated into five groups:risks related to our business,risks related to our reliance on thirdparties,risks related to our industry and go

332、vernment programs,risks related to our indebtedness,and risks related to our commonstock.Based on the information currently known to us,we believe that the following information identifies the most significant riskfactors affecting our company in each of these categories of risks.However,the risks a

333、nd uncertainties we face are not limited tothose set forth in the risk factors described below.Additional risks and uncertainties not presently known to us or that we currentlybelieve to be immaterial may also adversely affect our business.In addition,past financial performance may not be a reliableindicator of future performance and historical trends should not be used to anticipate results or tr