ITEM 1. CONSOLIDATED FINANCIAL STATEMENTSd18rn0p25nwr6d.cloudfront.net/CIK-0001472595/57c6... · Weighted average shares used in calculating net ... Effect of exchange rate changes

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q(Mark One)

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

For the quarterly period ended March 31, 2018OR

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

For the transition period from to

COMMISSION FILE NUMBER: 001-34746

R1 RCM INC.(Exact name of registrant as specified in its charter)

Delaware 02-0698101(State or other jurisdiction of

incorporation or organization)(I.R.S. Employer

Identification Number)

401 North Michigan Avenue Suite 2700 Chicago,Illinois 60611

(Address of principal executive offices) (Zip code)

(312) 324-7820(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File requiredto be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. Seedefinitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer ý Non-accelerated filer o Smaller reporting company o Emerging growth company o

(Do not check if a smaller reporting company)

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

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

As of May 2, 2018, the registrant had 109,656,913 shares of common stock, par value $0.01 per share, outstanding.

Table of Contents

Part I. Financial Information Item 1. Consolidated Financial Statements 3 Consolidated Balance Sheets 4 Consolidated Statements of Operations and Comprehensive Income (Loss) 5 Consolidated Statements of Stockholders' Equity (Deficit) 6 Consolidated Statements of Cash Flows 7 Notes to Unaudited Consolidated Financial Statements 8Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 32Item 3. Qualitative and Quantitative Disclosures About Market Risk 39Item 4. Controls and Procedures 40 Part II. Other Information

Item 1. Legal Proceedings 41Item 1A. Risk Factors 41Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 41Item 3. Defaults upon Senior Securities 43Item 4. Mine Safety Disclosures 43Item 5. Other Information 43Item 6. Exhibits 44

SIGNATURES 45

PART I — FINANCIAL INFORMATIONITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

3

R1 RCM Inc.Consolidated Balance Sheets

(In millions, except per share data)

March 31, December 31,

2018 2017

(unaudited) Assets Current assets:

Cash and cash equivalents $ 167.6 $ 164.9Accounts receivable, net 8.0 8.2Accounts receivable, net - related party 30.9 15.4Prepaid income taxes 0.2 0.6Prepaid expenses and other current assets 12.4 13.2

Total current assets 219.1 202.3Property, equipment and software, net 49.0 48.3Non-current deferred tax assets 58.3 70.5Restricted cash equivalents 2.9 1.5Other assets 15.5 13.4Total assets $ 344.8 $ 336.0

Liabilities Current liabilities:

Accounts payable 5.0 7.2Current portion of customer liabilities 0.9 1.1Current portion of customer liabilities - related party 31.4 27.1Accrued compensation and benefits 37.5 37.8Other accrued expenses 23.5 16.7

Total current liabilities 98.3 89.9Non-current portion of customer liabilities — —Non-current portion of customer liabilities - related party 14.5 11.5Other non-current liabilities 13.0 11.9Total liabilities $ 125.8 $ 113.3

8.00% Series A convertible preferred stock: par value $0.01 per share, 370,000 authorized, 232,032 shares issuedand outstanding as of March 31, 2018 (aggregate liquidation value of $236.7); 370,000 authorized, 227,483shares issued and outstanding as of December 31, 2017 (aggregate liquidation value of $232.0) 193.9 189.3Stockholders’ equity (deficit)

Common stock, $0.01 par value, 500,000,000 shares authorized, 121,419,597 shares issued and108,816,768 shares outstanding at March 31, 2018; 116,650,388 shares issued and 104,409,961 sharesoutstanding at December 31, 2017 1.2 1.2Additional paid-in capital 355.5 337.9Accumulated deficit (267.8) (244.5)Accumulated other comprehensive loss (2.3) (1.6)Treasury stock, at cost, 12,602,829 shares as of March 31, 2018; 12,240,427 shares as of December 31,2017 (61.5) (59.6)

Total stockholders’ equity (deficit) 25.1 33.4Total liabilities and stockholders’ equity (deficit) $ 344.8 $ 336.0

See accompanying notes to consolidated financial statements.

4

R1 RCM Inc.Consolidated Statements of Operations and Comprehensive Income (Loss)


Three Months Ended March 31,

2018 2017

(Unaudited)Net services revenue ($136.2 and $75.4 million for the three months ended March 31, 2018 and 2017from related party, respectively) $ 147.3 $ 86.9Operating expenses:

Cost of services 138.7 80.9Selling, general and administrative 17.0 14.3Other 2.4 0.2

Total operating expenses 158.1 95.4Income (loss) from operations (10.8) (8.5)Net interest income 0.2 0.1Income (loss) before income tax provision (10.6) (8.4)Income tax provision (benefit) 12.7 (0.1)Net income (loss) $ (23.3) $ (8.3)

Net income (loss) per common share: Basic $ (0.26) $ (0.12)Diluted $ (0.26) $ (0.12)

Weighted average shares used in calculating net income (loss) per common share: Basic 105,831,571 101,364,424

Diluted 105,831,571 101,364,424

Consolidated statements of comprehensive income (loss) Net income (loss) (23.3) (8.3)

Other comprehensive income (loss): Net Change on derivatives designated as cash flow hedges, net of tax (0.2) —Foreign currency translation adjustments (0.5) 0.8

Comprehensive income (loss) $ (24.0) $ (7.5)

Reconciliation of net income (loss) to income (loss) available to common shareholders:

Basic: Net income (loss) $ (23.3) $ (8.3)

Less dividends on preferred shares (4.6) (4.3)

Less income allocated to preferred shareholders — —

Net income (loss) available/allocated to common shareholders - basic $ (27.9) $ (12.6)

Diluted: Net income (loss) $ (23.3) $ (8.3)



Net income (loss) available/allocated to common shareholders - diluted $ (27.9) $ (12.6)


5

R1 RCM Inc.Consolidated Statements of Stockholders’ Equity (Deficit) (unaudited)


Common Stock Treasury Stock

AdditionalPaid-InCapital

AccumulatedDeficit

Accumulatedother

comprehensive(loss) Total

Shares Amount Shares Amount Balance at December 31, 2017 116,650,388 $ 1.2 (12,240,427) $ (59.6) $ 337.9 $ (244.5) $ (1.6) $ 33.4

Share-based compensation expense — — — — 2.7 — — 2.7Issuance of common stock related toshare-based compensation plans 3,603 — — — — — — —Issuance of Common Stock and StockWarrants 4,665,594 — — — 19.3 — — 19.3

Exercise of vested stock options 100,012 — — — 0.2 — — 0.2

Dividends paid/accrued dividends — — — — (4.6) — — (4.6)Acquisition of treasury stock related toequity award plans — — (362,402) (1.9) — — — (1.9)

Forfeitures — — — — — — — —Net Change on derivatives designatedas cash flow hedges, net of tax of $0.1 — — — — — — (0.2) (0.2)Foreign currency translationadjustments — — — — — — (0.5) (0.5)

Net (loss) income — — — — — (23.3) — (23.3)

Balance at March 31, 2018 121,419,597 $ 1.2 (12,602,829) $ (61.5) $ 355.5 $ (267.8) $ (2.3) $ 25.1


6

R1 RCM Inc.Consolidated Statements of Cash Flows

(In millions)


2018 2017

(Unaudited)Operating activities Net income (loss) $ (23.3) $ (8.3)Adjustments to reconcile net income (loss) to net cash used in operations:

Depreciation and amortization 4.9 3.2

Share-based compensation 3.9 3.7Deferred income taxes 12.3 (0.5)Changes in operating assets and liabilities:

Accounts receivable and related party accounts receivable (15.3) (24.2)Prepaid income taxes (0.4) 3.7Prepaid expenses and other assets (0.9) (15.5)Accounts payable (1.4) (4.0)Accrued compensation and benefits (0.2) 3.2Other liabilities 3.4 3.5Customer liabilities and customer liabilities - related party 7.1 7.3

Net cash used in operating activities (9.9) (27.9)Investing activities

Purchases of property, equipment, and software (3.4) (9.2)Net cash used in investing activities (3.4) (9.2)Financing activities

Issuance of common stock and stock warrants, net of issuance costs 19.3 —Exercise of vested stock options 0.2 —Purchase of treasury stock — (0.6)Shares withheld for taxes (1.9) (1.5)

Net cash provided (used in) by financing activities 17.6 (2.1)Effect of exchange rate changes in cash, cash equivalents and restricted cash (0.2) 0.7Net increase (decrease) in cash, cash equivalents and restricted cash 4.1 (38.5)Cash, cash equivalents and restricted cash, at beginning of period 166.4 182.7Cash, cash equivalents and restricted cash, at end of period $ 170.5 $ 144.2

Supplemental disclosures of cash flow information Accrued dividends payable to Preferred Stockholders $ 4.6 $ 4.3Accrued and other liabilities related to purchases of property, equipment and software $ 4.1 $ 0.3Accounts payable related to purchases of property, equipment and software $ 0.6 $ 0.4Income taxes paid $ (0.4) $ (0.3)Income taxes refunded $ 0.4 $ 3.4


7

R1 RCM Inc.Notes to Unaudited Consolidated Financial Statements

1. Business Description and Basis of Presentation

Business Description

R1 RCM Inc. (the "Company") is a leading provider of technology-enabled revenue cycle management ("RCM") services and physician advisory services("PAS") to healthcare providers. The Company helps healthcare providers generate sustainable improvements in their operating margins and cash flows while alsoenhancing patient, physician and staff satisfaction for its customers. The Company achieves these results for its customers by managing healthcare providers’revenue cycle operations, which encompass processes including patient registration, insurance and benefit verification, medical treatment documentation andcoding, bill preparation and collections from patients and payers. The Company does so by deploying a unique operating model that leverages its extensivehealthcare site experience, innovative technology and process excellence.

The Company's primary service offering consists of end-to-end RCM, which encompasses patient registration, insurance and benefit verification, medical

treatment documentation and coding, bill preparation and collections. The Company deploys its RCM services through a co-managed relationship or an operatingpartner relationship. Under a co-managed relationship, the Company leverages its customers’ existing RCM staff and processes, and supplements them with theCompany's infused management, subject matter specialists, proprietary technology and other resources. Under an operating partner relationship, the Companyprovides comprehensive revenue cycle infrastructure to providers, including all revenue cycle personnel, technology, and process workflow. The Company alsooffers modular services, allowing customers to engage the Company for only specific components of its end-to-end RCM service offering. The Company's PASoffering complements the Company's RCM offering by strengthening customer’s compliance with certain third-party payer requirements and limiting denials ofclaims. For example, the Company's PAS offering helps customers determine whether to classify a hospital visit as an in-patient or an out-patient observation casefor billing purposes.

On February 16, 2016, the Company entered into a long-term strategic partnership with Ascension Health Alliance, the parent of the Company's largestcustomer and the nation’s largest Catholic and non-profit health system, and TowerBrook Capital Partners ("TowerBrook"), an investment management firm (the"Transaction"). As part of the Transaction, the Company amended and restated its Master Professional Services Agreement ("A&R MPSA") with Ascension Health("Ascension") effective February 16, 2016 with a term of ten years. Pursuant to the A&R MPSA and with certain limited exceptions, the Company will become theexclusive provider of RCM services and PAS with respect to acute care services provided by the hospitals affiliated with Ascension that execute supplementagreements with the Company.

On January 23, 2018, the Company entered into an Amended and Restated Services Agreement (the “Intermountain Services Agreement”) with IHCHealth Services, Inc. (“Intermountain”) having a ten -year term. Pursuant to the Intermountain Services Agreement, the Company will provide revenue cyclemanagement services to Intermountain hospitals and medical group providers under the operating partner model. In addition, the Company will provide revenuecycle management services to Intermountain’s homecare, hospice and palliative care, durable medical equipment and infusion therapy business. In conjunctionwith the execution of the Intermountain Services Agreement, the Company entered into a Securities Purchase Agreement (the “Intermountain PurchaseAgreement”) with Intermountain, pursuant to which the Company sold to Intermountain, in private placements under the Securities Act of 1933, as amended (the"Securities Act"), (i) 4,665,594 shares of common stock and (ii) a warrant to acquire up to 1,500,000 shares of Common Stock at an initial exercise price of $6.00per share, on the terms and subject to the conditions set forth in the Warrant Agreement, for an aggregate purchase price of $20 million .

Basis of Presentation

The accompanying unaudited consolidated financial statements reflect the Company's financial position as of March 31, 2018 , the results of operations andcash flows of the Company for the three months ended March 31, 2018 and 2017 . These financial statements include the accounts of R1 RCM Inc. and its whollyowned subsidiaries. All material intercompany amounts have been eliminated in consolidation. These financial statements have been

8


prepared in accordance with United States generally accepted accounting principles ("GAAP") for interim financial reporting and as required by the rules andregulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, certain information and footnote disclosures required for completefinancial statements are not included herein. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for afair presentation of the interim financial information, have been included. Operating results for the three months ended March 31, 2018 are not necessarilyindicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2018 .

When preparing financial statements in conformity with GAAP, the Company must make estimates and assumptions that affect the reported amounts ofassets, liabilities, revenues, expenses and related disclosures at the date of the financial statements. Actual results could differ from those estimates. For a morecomplete discussion of the Company’s significant accounting policies and other information, the unaudited consolidated financial statements and notes theretoshould be read in conjunction with the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year endedDecember 31, 2017 (the "2017 10-K").

2. Recent Accounting Pronouncements

Recently Issued Accounting Standards and Disclosures

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"), which supersedes existing guidance on accounting for leases inTopic 840, Leases. ASU 2016-02 generally requires all leases to be recognized in the consolidated balance sheet. The provisions of ASU 2016-02 are effective forreporting periods beginning after December 15, 2018; early adoption is permitted. The Company plans to adopt ASU 2016-02 on January 1, 2019 on a prospectivebasis and is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements.

On January 1, 2018, the Company adopted ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash ("ASU 2016-18"), using a retrospectivetransition method. ASU 2016-18 is intended to reduce diversity in practice in the classification and presentation of changes in restricted cash on the ConsolidatedStatement of Cash Flows. ASU 2016-18 requires that the Consolidated Statement of Cash Flows explain the change in total cash and cash equivalents and amountsgenerally described as restricted cash or restricted cash equivalents when reconciling the beginning-of-period and end-of-period total amounts. Upon adoption ofASU 2016-18, restricted cash equivalents of $2.9 million and $1.5 million as of March 31, 2018 and December 31, 2017, respectively, were reclassified to beincluded within the reconciliation of beginning and ending cash and restricted cash equivalents on our consolidated statement of cash flows.

In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments (a consensus of the FASB Emerging IssuesTask Force). This ASU addresses the following eight specific cash flow issues: Debt prepayment or debt extinguishment costs; settlement of zero-coupon debtinstruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingentconsideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned lifeinsurance policies (including bank-owned life insurance policies); distributions received from equity method investees; beneficial interests in securitizationtransactions; and separately identifiable cash flows and application of the predominance principle. The Company adopted this standard on January 1, 2018. Theadoption of this standard did not have a material impact on the Company's consolidated financial statements.

3. Fair Value of Financial Instruments

The Company records its financial assets and liabilities at fair value. The accounting standard for fair value (i) defines fair value as the price that would bereceived to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date, (ii) establishes aframework for measuring fair value, (iii) establishes a hierarchy of fair value measurements based upon the ability to observe inputs used to value assets andliabilities, (iv) requires consideration of nonperformance risk and (v) expands disclosures

9


about the methods used to measure fair value. The accounting standard establishes a three-level hierarchy of measurements based upon the reliability of observableand unobservable inputs used to arrive at fair value. Observable inputs are independent market data, while unobservable inputs reflect the Company’s assumptionsabout valuation. The three levels of the hierarchy are defined as follows:

• Level 1: Observable inputs such as quoted prices in active markets for identical assets and liabilities;

• Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similarassets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active, and model-derivedvaluations in which all significant inputs and significant value drivers are observable in active markets; and

• Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The carrying amounts of the Company’s financial instruments, which include financial assets such as cash and cash equivalents, restricted cash equivalents,accounts receivable, net, and certain other current assets, as well as financial liabilities such as accounts payable, accrued service costs, accrued compensation andbenefits and certain other accrued expenses, approximate their fair values, due to the short-term nature of these instruments. Other than the Company's derivativefinancial instruments, the Company does no t have any financial assets or liabilities that are required to be measured at fair value on a recurring basis. See Note 18,Derivative Financial Instruments for a discussion of the fair value of the Company's forward currency derivative contracts.

4. Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable is comprised of unpaid balances pertaining to modular services and end-to-end RCM customers and net receivable balances for end-to-end RCM customers after considering cost reimbursements owed to such customers, including related accrued balances.

The Company maintains an estimated allowance for doubtful accounts to reduce its accounts receivable to the amount that it believes will be collected. Thisallowance is based on the Company’s historical experience, its assessment of each customer’s ability to pay, the length of time a balance has been outstanding,input from key Company resources assigned to each customer, and the status of any ongoing operations with each applicable customer.

Movements in the allowance for doubtful accounts are as follows (in thousands):


2018 2017

Beginning balance $ 363 $ 66

Provision (recoveries) (31) 41

Write-offs (3) —

Ending balance $ 329 $ 107

5. Property, Equipment and Software

Property, equipment and software consist of the following (in millions):

10


March 31, 2018 December 31, 2017

Computer and other equipment $ 31.1 $ 28.7Leasehold improvements 22.2 22.3Software 47.7 44.5Office furniture 7.4 7.4

Property, equipment and software, gross 108.4 102.9Less accumulated depreciation and amortization (59.4) (54.6)

Property, equipment and software, net $ 49.0 $ 48.3

During the three months ended March 31, 2018 , the Company capitalized $1.4 million of computer equipment related to a capital lease. $0.7 million and$0.7 million of the capital lease obligation is recorded in other accrued expenses and other non-current liabilities, respectively.

The following table summarizes the allocation of depreciation and amortization expense between cost of services and selling, general and administrativeexpenses (in millions):


2018 2017Cost of services $ 4.6 $ 2.9Selling, general and administrative 0.3 0.3Total depreciation and amortization $ 4.9 $ 3.2

6. Revenue Recognition

The Company follows the guidance under Topic 606, Revenue from Contracts with Customers (“Topic 606”). Revenue is measured based onconsideration specified in a contract with a customer, and excludes any sales incentives and amounts collected on behalf of third parties. The Company recognizesrevenue when it satisfies a performance obligation by transferring control over a service to a customer, which is typically over the contact term. Estimates ofvariable consideration are included in revenue to the extent that it is probable that a significant reversal of cumulative revenue will not occur once the uncertainty isresolved.

Nature of Goods and Services

The Company's primary source of revenue is its end-to-end RCM services fees. The Company also generates revenue through its modular RCM services,where customers will engage the Company for only specific components of its end-to-end RCM service offering on a fixed-fee or transactional basis, as well as itsPAS offering.

Revenue Cycle Management

RCM services fees are primarily variable and performance related, and are generally viewed as the consideration earned in satisfaction of a singleperformance obligation. RCM services fees consist of net operating fees, incentive fees, and other fees.

Net Operating Fees

The Company’s net operating fees consist of:

i) gross base fees invoiced to customers; less

11


ii) corresponding costs of customers’ revenue cycle operations which the Company pays pursuant to its RCM agreements, including salaries andbenefits for the customers' RCM personnel, and related third-party vendor costs.

The Company recognizes revenue related to net operating fees ratably as the performance obligation for the RCM services is satisfied. Base feesare typically billed in advance of the quarter and paid in three monthly payments as the entity performs and the customer simultaneously receives andconsumes the benefits provided by the services provided. The costs of customers’ revenue cycle operations which the company pays pursuant to its RCMagreements are accrued based on the service period.

Incentive Fees

The Company recognizes revenue related to incentive fees ratably as the performance obligation for RCM services is satisfied, to the extent thatit is probable that a significant reversal of cumulative revenue will not occur once the uncertainty is resolved. Incentive fees are structured to reflectquarterly or annual, performance and are evaluated on a contract-by-contract basis. Incentive fees are typically billed and paid on a quarterly basis.

RCM Other

The Company recognizes revenue related to other RCM fees as RCM services are provided. These services typically consist of the Company'smodular RCM services offering, which consists of an obligation to provide services for a specific component of its end-to-end RCM service offering. Feesare typically variable in nature with the entire amount being included in revenue in the month of service. The customer simultaneously receives andconsumes the benefits provided by the services and the fees are typically billed on a monthly basis with payment terms of up to 30 days. To the extent thatcertain service fees are fixed and not subject to refund, adjustment or concession, these fees are generally recognized into revenue ratably as theperformance obligation is satisfied.

The Company recognizes revenue from PAS in the period in which the service is performed. The Company’s PAS arrangements typically consistof an obligation to provide specific services to customers on a when and if needed basis. These services are provided under a fixed price per unitarrangement. These contracts are evaluated on a contract-by-contract basis. Fees for the Company's PAS arrangements are typically billed on a monthlybasis with 30 to 60 day payment terms.

Bundled Services

Modular RCM services may be sold separately or bundled in a contract. End-to-end RCM services are typically sold separately but may be bundled withPAS. PAS are commonly sold separately. The typical length of an end-to-end RCM contract is three to ten years (subject to the parties' respective terminationrights) but varies from customer to customer. PAS and modular RCM agreements generally vary in length between one and three years.

For bundled arrangements, the Company accounts for individual services as a separate performance obligation if a service is separately identifiable fromother items in the bundled arrangement and if a customer can benefit from it on its own or with other resources that are readily available to the customer. Thetransaction price is allocated between separate services in a bundle based on their relative standalone selling prices. The standalone selling prices are determinedbased on the prices at which the Company separately sells its RCM, PAS, or modular services. PAS are provided at a customer’s election but do not representmaterial rights as the services are priced at standalone selling price throughout the life of the agreement. In certain situations, the Company allocates variableconsideration to a distinct service, or services, within a contract. The Company allocates variable payments to one or more, but not all, of the distinct services in acontract when (i) the variable payment relates specifically to the Company’s efforts to transfer the distinct service and (ii) the variable payment is for an amountthat depicts the amount of consideration to which the Company expects to be entitled in exchange for transferring the promised services to its customer.

12


Disaggregation of Revenue

In the following table, revenue is disaggregated by source of revenue (in millions):


2018 Three Months Ended March 31,

2017Net operating fees $ 127.6 $ 70.7Incentive fees 8.0 5.6Other 11.7 10.6

Net service revenue $ 147.3 $ 86.9

Contract Balances

The following table provides information about receivables, contract assets, and contract liabilities from contracts with customers (in millions):

March 31, 2018 December 31, 2017Receivables, which are included in accounts receivable, net $ 38.9 $ 23.6Contract assets — —Contract liabilities $ 18.3 $ 15.5

The Company recognized no revenue for the three months ended March 31, 2018 related to changes in transaction price estimates during the quarter. TheCompany recognized revenue of $1.4 million in the quarter ended March 31, 2017 related to services performed in periods prior to the parties reaching anagreement that creates enforceable rights and obligations.

A receivable is recognized in the period the Company provides services when the Company’s right to consideration is unconditional. Payment terms oninvoiced amounts are typically 30-60 days.

Significant changes in the contract assets and the contract liabilities balances during the three months ended March 31, 2018 are as follows (in millions):

Three Months Ended March 31, 2018 Three Months Ended March 31, 2017 Contract assets Contract liabilities Contract assets Contract liabilitiesRevenue recognized that was included in the contractliability balance at the beginning of the period — $ 48.8 — $ 19.5

Increases due to cash received, excluding amountsrecognized as revenue during the period — $ 3.1 — $ 6.1

Transferred to receivables from contract assetsrecognized at the beginning of the period — — — —

Increases as a result of cumulative catch-up adjustmentarising from changes in the estimate of the stage ofcompletion, excluding amounts transferred toreceivables during the period

—

—

—

—

13


The Company recognized revenue of $48.8 million and $19.5 million during the three months ended March 31, 2018 and 2017, which amounts wereincluded in contract liabilities at the beginning of the respective periods. These revenue amounts include $47.8 million and $19.5 million for the three monthsended March 31, 2018 and 2017 , respectively, related to advanced billings which become accounts receivable and contract liabilities on the first day of therespective service period.

Transaction Price Allocated to the Remaining Performance Obligation

The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partiallyunsatisfied) at the end of the reporting period (in millions). The estimated revenue does not include amounts of variable consideration that are constrained.

RCM Net operating fees Incentive fees Other2018 $ 0.2 $ 7.1 $ 2.92019 — — 3.32020 — — 2.82021 — — 2.8Thereafter — — 11.6

Total $ 0.2 $ 7.1 $ 23.4

The amounts presented in the table above primarily consist of fixed fees which are typically recognized ratablyas the performance obligation is satisfied or incentive fees which are measured cumulatively over the contractually defined performance period.

Estimates of revenue expected to be recognized in future periods also exclude unexercised customer options to purchase services within the Company'sPAS contracts that do not represent material rights to the customer. Customer options that do not represent a material right are only accounted for in accordancewith Topic 606 when the customer exercises its option to purchase additional goods or services.

The Company does not disclose information about remaining performing obligations with an original expected duration of one year or less. The Companyhas elected certain of the optional exemptions from the disclosure requirement for remaining performance obligations for specific situations in which an entity neednot estimate variable consideration to recognize revenue. Accordingly, the Company applies the practical expedient in paragraph 606-10-55-18 to its stand-alonePAS contracts and modular RCM services and does not disclose information about variable consideration from remaining performance obligations for which theCompany recognizes revenue. PAS performance obligations are typically short in duration (often less than 1 day) with any uncertainty related to the associatedvariable consideration resolved as each increment of service (completion of a level of care review or an appeal) is completed which reflects the value the Customerreceives from the Company’s fulfillment of the performance obligation. Modular RCM services performance obligations for variable consideration are of shortduration with fees corresponding to the value the customer has realized, for example, patient accounts collected on behalf of the Customer or medical record linestranscribed.

The Company also applies the guidance in paragraph 606-10-50-14A(b) to variable consideration within its end-to-end RCM contracts and does notdisclose information about remaining, wholly unsatisfied performance obligations for variable consideration that the Company is able to allocate to one or more,but not all, of the performance obligations in its contracts in accordance with paragraph 606-10-32-40. The Company’s end-to-end RCM services performanceobligations are satisfied over time and are substantially the same from period to period under either a co-managed or operating partner model. Fees are variable andconsist of net operating fees and incentive fees with the uncertainty related to net operating fees and certain incentive fees being resolved quarterly

14


with the uncertainty of other incentive fees being resolved annually. The information presented in the table above includes estimates for incentive fees where theuncertainty related to the final fee is resolved on longer than a quarterly basis and to the extent the Company does not believe the associated consideration isconstrained.

7. Customer Liabilities

Customer liabilities include (i) accrued service costs (amounts due and accrued for cost reimbursements),(ii) refund liabilities (amounts potentially due as a refund to the Company's customers on incentive fees), (iii) customer deposits (consisting primarily of netoperating fees under the Company’s RCM contracts that are paid prior to the service period and amounts due as a refund to the Company's customers on incentivefees) and (iv) deferred revenue (contract liabilities) (fixed or variable fees amortized to revenue over the service period). Deferred customer billings are classifiedas current based on the customer contract end dates or other termination events that fall within twelve months of the balance sheet dates. Accrued service cost,refund liabilities and contract liabilities are classified as current or non-current based on the anticipated period in which the liabilities are expected to be settled orthe revenue is expected to be recognized.

Customer liabilities consist of the following (in millions):


2018 2017

Accrued service costs, current 27.8 23.7

Customer deposits, current — —

Refund liabilities, current 0.7 0.5

Deferred revenue (contract liabilities), current 3.8 4.0

Current portion of customer liabilities (1) $ 32.3 $ 28.2

Refund liabilities, non-current — —

Customer deposits, non-current — —

Deferred revenue (contract liabilities), non-current 14.5 11.5

Non-current portion of customer liabilities (1) $ 14.5 $ 11.5

Total customer liabilities $ 46.8 $ 39.7

(1) Current and non-current portion of customer liabilities includes amounts for a related party. See Note 15, Related Party Transactions for further discussion.

8. Stockholders’ Equity (Deficit)

Intermountain Purchase Agreement

As discussed in Note 1, Business Description and Basis of Presentation, on January 23, 2018, the Company entered into the Intermountain ServicesAgreement and the Intermountain Purchase Agreement, pursuant to which the Company sold to Intermountain, in private placements under the Securities Act, (i) 4,665,594 shares of common stock, at a purchase price of $4.2867 per share (representing the per share average closing price of the Company’s Common Stock forthe period from January 1, 2018 to January 12, 2018), and (ii) a warrant to acquire up to 1,500,000 shares of Common Stock at an initial exercise price of $6.00 pershare, on the terms and subject to the conditions set forth in the Warrant Agreement, for an aggregate purchase price of $20 million . As a result of the sale of thecommon stock and warrant, the Company recorded $47 thousand to common stock and $19.3 million to additional paid-in-capital, net of $0.7 million of issuancecosts.

15


Preferred Stock and Warrant

The Company has 5,000,000 shares of authorized preferred stock, each with a par value of $0.01 . The preferred stock may be issued from time to time inone or more series. The board of directors of the Company ("Board") is authorized to determine the rights, preferences, privileges and restrictions of theCompany’s authorized but unissued shares of preferred stock. On February 16, 2016, at the close of the Transaction, the Company issued to TCP-ASC ACHISeries LLLP, a limited liability limited partnership jointly owned by Ascension Health Alliance and investment funds affiliated with TowerBrook (the "Investor"):(i) 200,000 shares of its 8.00% Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock" or "Preferred Stock"), for anaggregate price of $200 million and (ii) an exercisable warrant to acquire up to 60 million shares of its common stock with an exercise price of $3.50 per commonshare and a term of ten years. The Series A Preferred Stock is immediately convertible into shares of common stock. As of March 31, 2018 and December 31, 2017, the Company had 232,032 and 227,483 shares of Preferred Stock outstanding, respectively. See Note 12, 8% Series A Convertible Preferred Stock, for additionalinformation.

Common Stock

Each outstanding share of the Company's common stock, par value $0.01 per share ("common stock"), is entitled to one vote per share on all matterssubmitted to a vote by shareholders. Subject to the rights of any preferred stock which may from time to time be outstanding, the holders of outstanding shares ofcommon stock are entitled to receive dividends and, upon liquidation or dissolution, are entitled to receive pro rata all assets legally available for distribution tostockholders. No dividends were declared or paid on the common stock during 2018 or 2017 .

Treasury Stock

On November 13, 2013, the Board authorized a repurchase of up to $50.0 million of the Company’s common stock in the open market or in privatelynegotiated transactions. The timing and amount of any shares repurchased will be determined by the Company based on its evaluation of market conditions andother factors. The repurchase program may be suspended or discontinued at any time at the sole discretion of the Board. Any repurchased shares will be availablefor use in connection with the Company’s stock plans and for other corporate purposes. The Company funds the repurchases from cash on hand. During the yearended December 31, 2017 , the Company repurchased 855,474 shares of the Company stock for $2.5 million . During the three months ended March 31, 2018 , noshares were repurchased. No shares have been retired. As of March 31, 2018 and December 31, 2017 , the Company held in treasury 5,321,393 shares ofrepurchased stock, respectively.

Treasury stock also includes repurchases of Company stock related to employees’ tax withholding upon vesting of restricted shares. For the three months

ended March 31, 2018 , the Company repurchased 362,402 shares related to employees’ tax withholding upon vesting of restricted shares. Additionally, treasurystock includes restricted stock awards that have been canceled or forfeited. See Note 9, Share-Based Compensation.

9. Share-Based Compensation

The share-based compensation expense relating to the Company’s stock options, restricted stock awards ("RSAs"), restricted stock units ("RSUs") andperformance-based restricted stock units ("PBRSUs") for the three months ended March 31, 2018 and 2017 was $3.9 million and $3.7 million , respectively,with related tax expense of approximately $1.0 million and tax benefit of $1.4 million , respectively.

As of January 1, 2017, the Company adopted ASU 2016-09. The Company elected to change its accounting policy to account for forfeitures as they occurunder the new standard. The change was applied on a modified retrospective basis with a cumulative effect adjustment recorded to increase accumulated deficit by$0.9 million , increase additional paid-in capital by $1.5 million and increase non-current deferred tax assets by $0.6 million as of January 1, 2017. Excess taxbenefits and shortfalls for share-based payments are now included in operating activities

16


rather than in financing activities. The changes have been applied prospectively in accordance with ASU 2016-09 and prior periods have not been adjusted.

Amendments related to accounting for excess tax benefits and shortfalls have been adopted prospectively, resulting in recognition of excess tax benefitsand shortfalls in income tax expenses (benefit) rather than additional paid-in capital. The Company recognized $0.7 million of tax benefit and $0.9 million ofincome tax expense from windfalls and shortfalls associated with vesting and exercises of equity awards for the three months ended March 31, 2018 and 2017,respectively.

Total share-based compensation costs that have been included in the Company’s consolidated statements of operations were as follows (in millions):


2018 2017Share-Based Compensation Expense Allocation Details: Cost of services $ 1.3 $ 1.2Selling, general and administrative 2.6 2.5Other — —Total share-based compensation expense (1) $ 3.9 $ 3.7

(1) Includes $0 million and $0.1 million in share-based compensation expense paid in cash during the three months ended March 31, 2018and 2017, respectively. In addition to the share-based compensation expense recorded above, $0.1 million and $0.3 million of share-based compensationexpense was capitalized to deferred contract costs for the three months ended March 31, 2018 and 2017, respectively. See Note 16, Deferred Contract Costs,for further discussion.

The Company uses the Black-Scholes option pricing model to estimate the fair value of its service-based options as of its grant date. Monte Carlosimulations are used to estimate the fair value of its PBRSUs. The PBRSUs vest upon satisfaction of both time-based requirements and performance targets basedon share price. Expected life is based on the market condition to which the vesting is tied.

The following table sets forth the significant assumptions used in the Black-Scholes option pricing model and the Monte Carlo simulations and thecalculation of share-based compensation expense for the three months ended March 31, 2018 and 2017 :


2018 2017Expected dividend yield — —Risk-free interest rate 2.3% to 2.7% 1.9% to 2.3%Expected volatility 40% to 45% 45%Expected term (in years) 2.75 to 6.25 6.25 to 6.29

The risk-free interest rate input is based on U.S. Treasury instruments, and expected volatility of the share price based upon review of the historicalvolatility levels of the Company’s common stock in conjunction with that of public companies that operate in similar industries or are similar in terms of stage ofdevelopment or size and a projection of this information toward its future expected volatility. The Company used the simplified method to estimate the expectedoption life for 2018 and 2017 option grants. The simplified method was used due to the lack of sufficient historical data available to provide a reasonable basisupon which to estimate the expected term of each stock option.

17


Stock options

A summary of the options activity during the three months ended March 31, 2018 is shown below:

Shares

Weighted-AverageExercise

PriceOutstanding at December 31, 2017 17,742,966 $ 4.70Granted 147,959 4.68Exercised (100,012) 2.43Canceled/forfeited (81,773) 3.82Outstanding at March 31, 2018 17,709,140 4.71

Outstanding, vested and exercisable at March 31, 2018 5,971,110 $ 8.66

Outstanding, vested and exercisable at December 31, 2017 5,778,376 $ 8.87

On May 12, 2017, the Company offered certain employees and directors an opportunity to elect to exchange certain stock options for new optionscovering a fewer number of shares of common stock. Under this offer, the Company accepted for exchange 4,279,463 options. All surrendered options werecanceled and the Company issued 1,728,795 new stock options in exchange for such tendered options. The exchange ratios were established with the intent not togenerate incremental share-based compensation expense and were established just prior to commencement of the offer. The incremental compensation associatedwith the fluctuations in the Company’s common stock price between the date the exchange ratios were established and the commencement of the offer wasinsignificant.

Restricted stock awards

A summary of the restricted stock award activity during the three months ended March 31, 2018 is shown below:

Shares

Weighted-Average GrantDate Fair Value

Outstanding and unvested at December 31, 2017 2,352,490 $ 3.03Granted — —Vested (1,037,342) 2.77Forfeited — —Outstanding and unvested at March 31, 2018 1,315,148 $ 3.32

RSA vesting is based on the passage of time. The amount of share-based compensation expense is based on the fair value of the Company's common stockon the respective grant dates and is recognized ratably over the vesting period.

The Company's RSA agreements allow employees to surrender to the Company shares of common stock upon vesting of their RSAs in lieu of theirpayment of the required personal employment-related taxes. During the three months ended March 31, 2018 and 2017 , employees delivered to the Company 360,680 and 640,974 shares of stock, respectively, which the Company recorded at a cost of approximately $1.8 million and $1.5 million , respectively. Sharessurrendered for payment of personal employment-related taxes are held in treasury.

Restricted stock units

18


A summary of the restricted stock unit activity during the three months ended March 31, 2018 is shown below:

Shares


Outstanding and unvested at December 31, 2017 1,183,500 $ 2.50Granted — —Vested (5,325) 2.35Forfeited (20,760) 2.35Outstanding and unvested at March 31, 2018 1,157,415 $ 2.50

The Company's RSU agreements allow employees to surrender to the Company shares of common stock upon vesting of their RSUs in lieu of theirpayment of the required personal employment-related taxes. During the three months ended March 31, 2018 and 2017 , employees delivered to the Company 1,722 and no shares of stock, respectively, which the Company recorded at a cost of approximately $0.1 million and $0.0 million , respectively. Sharessurrendered for payment of personal employment-related taxes are held in treasury.

Performance-based restricted stock units

In the third quarter of 2017, the Company began to grant PBRSUs to its employees. The PBRSUs vest upon satisfaction of both time-based requirementsand performance targets based on share price with certain awards vesting on December 31, 2019 and certain awards vesting on December 31, 2020. Depending onthe average price of the stock for the 60 days prior to the end of the vesting period, the number of shares vesting could be between 0% and 350% of the number ofPBRSUs originally granted. Based on the established price targets, 9,378,874 is the maximum number of shares that could vest.

A summary of the PBRSU activity during the three months ended March 31, 2018 is shown below:

Shares


Outstanding and unvested at December 31, 2017 4,785,900 $ 3.37Granted 245,868 9.93Vested — —Forfeited (768,741) 4.00

Outstanding and unvested at March 31, 2018 4,263,027 $ 3.64

Of the 4,263,027 outstanding PBRSUs at March 31, 2018 , 983,472 shares subject to the PBRSU award agreements are intended to be settled in cash untilsuch time as the share reserve available under the 2010 Amended Plan has been deemed sufficient by the Compensation Committee of our Board of Directors toallow for settlement of the PBRSUs in shares. On the consolidated balance sheet, the awards settleable in cash are liability classified as of March 31, 2018 with$1.2 million in liability classified awards included in other non-current liabilities as of March 31, 2018.

10. Other

Other costs are comprised of reorganization-related and certain other costs. For the three months ended March 31, 2018 and 2017 , the Company incurred$2.4 million and $0.2 million in other costs, respectively.

Other costs consist of the following (in millions):

19


Three Months Ended March 31, 2018 2017Severance and employee benefits $ — $ —Non-cash share based compensation — —Reorganization-related — —Acquisition related costs (1) 1.6 —Transitioned employees restructuring expense (2) 0.8 0.2Other 2.4 0.2

Total other $ 2.4 $ 0.2

(1) Costs related to evaluating, pursuing and integrating acquisitions as part of the Company’s inorganic growth strategy.(2) As part of the transition of personnel to the Company under certain operating partner model contracts, the Company has agreed toreimburse, or directly pay the affected employees, for certain severance and retention costs related to certain employees who will not betransitioned to the Company, or whose jobs will be relocated after the employee transitions to the Company.

Reorganization-related During the second and fourth quarters of 2016, the Company initiated restructuring plans consisting of reductions in its workforce in order to align the

size and composition of its workforce to its current client base, better position itself for already committed future growth, and enable the Company to moreefficiently serve contracted demand.

The Company's reorganization activity was as follows (in millions):

Severance and

Employee Benefits Facilities andOther Costs Total

Reorganization liability at December 31, 2017 $ 0.2 $ — $ 0.2Restructuring charges — — —Cash payments (0.2) — (0.2)

Non-cash charges — $ — —Reorganization liability at March 31, 2018 $ — $ — $ —

11. Income Taxes

Income tax provisions for interim periods are based on estimated annual income tax rates, adjusted to reflect the effects of any significant and infrequentor unusual items which are required to be discretely recognized within the current interim period. Under the Tax Act, future unremitted foreign earnings will nolonger be subject to tax when repatriated to its U.S. parent, but may be subject to withholding taxes or distribution taxes of the payor affiliate country. TheCompany has the ability and intent to maintain its investments in India. The Company has not provided for any additional outside basis difference inherent in itsforeign subsidiaries, as these amounts continue to be indefinitely reinvested in foreign operations. As a result, the effective tax rates in the periods presented arelargely based upon the projected annual pre-tax earnings by jurisdiction and the allocation of certain expenses in various taxing jurisdictions where the Companyconducts its business. These taxing jurisdictions apply a broad range of statutory income tax rates.

20


The Tax Cut and Jobs Act (the "Tax Act") was enacted on December 22, 2017. The legislation significantly changed U.S. tax law by, among other things,lowering corporate income tax rates, implementing a territorial tax system and imposing a repatriation tax on deemed repatriated earnings of foreign subsidiaries.Tax Reform permanently reduced the U.S. corporate income tax rate from a maximum of 35% to a 21% rate, effective January 1, 2018.

While Tax Reform provides for a territorial tax system, beginning in 2018, it includes the global intangible low-taxed income (“GILTI”) provision. TheCompany elected to account for GILTI tax in the period in which it is incurred. The GILTI provisions require the Company to include in its U.S. income tax returnforeign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. The Company included a provisional amount for the currentyear GILTI impact in the estimated annual effective tax rate calculation.

On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when aregistrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting forcertain income tax effects of Tax Reform. The Company recognized provisional tax impacts related to the deemed repatriated earnings and the revaluation ofdeferred tax assets and liabilities in its consolidated financial statements for the year ended December 31, 2017. The ultimate impact may differ from thoseprovisional amounts, possibly materially, due to, among other things, additional analysis, changes in interpretations and assumptions the Company has made,additional regulatory guidance that may be issued, and actions the Company may take as a result of Tax Reform. Any adjustments made to the provisional amountsunder SAB 118 should be recorded as discrete adjustments in the period identified (not to extend beyond the one-year measurement provided in SAB 118). Duringthe three months ended March 31, 2018, the Company has not completed its analysis of the impact of the Tax Act on the Company's provisional amounts includedin the Company's consolidated financial statements for the year ended December 31, 2017. The accounting is expected to be completed when the 2017 U.S.corporate income tax return is filed in October of 2018.

The Company recognized income tax expense for the three months ended March 31, 2018 on the year-to-date pre-tax loss. This counterintuitive result wasobtained by the application of the interim tax accounting guidance which requires the use of the estimated Annual Effective Tax Rate (“AETR”) based on a fullyear of forecasted income and tax expense/(benefit) applied to year to date income/(loss). The deviation from the federal statutory tax rate of 21% is attributableto the geographical mix of earnings and permanent differences. The income tax expense for the three months ended March 31, 2017 was higher than the amountderived by applying the federal statutory tax rate of 35% primarily due to discrete items as well as the impact of state taxes.

The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of multiple state and foreign jurisdictions. U.S. federal incometax returns since 2013 are currently open for examination. State jurisdictions vary for open tax years. The statute of limitations for most states ranges from three tosix years.

Accounting for excess tax benefits and shortfalls result in recognition of excess tax benefits and shortfalls as part of income tax expense. The Companyrecognized $0.7 million excess tax benefit and $0.9 million expense, from windfalls and shortfalls associated with vesting and exercises of equity awards for thethree months ended March 31, 2018 and 2017, respectively. The Company wrote-off approximately $0.0 million and $0.7 million of deferred tax assets due to theexpiration of shared-based awards and recognized as discrete expense during the three months ended March 31, 2018 and 2017.

At December 31, 2017 , the Company had deferred tax assets of $70.5 million , of which $47.9 million related to net operating loss carryforwards. Themajority of the Company's carryforwards were generated in 2013, 2014 and 2015 when the Company incurred substantial expenses related to the restatement. TheCompany expects its business growth contracted for under the Ascension A&R MPSA and Intermountain Services Agreement will be profitable and allow theCompany to utilize its NOL carryforwards and other deferred tax assets, except there is a possibility that approximately $1.0 million of the deferred tax assets as ofDecember 31, 2017 for costs related to the exploration of strategic initiatives with Intermountain and Intermedix may not be realized. Should the Company notoperationally execute as expected, and the growth in the Ascension and Intermountain businesses not

21


be as profitable as expected, such realizability assessment may change. The additional costs incurred in the current year related to the ongoing strategic initiativeexploration efforts may not result in deferred tax assets.

12. 8.00% Series A Convertible Preferred Stock

At the close of the Transaction on February 16, 2016 (as described in Note 1), the Company issued to the Investor: (i) 200,000 shares of Preferred Stock, foran aggregate price of $200 million , and (ii) a warrant with a term of ten years to acquire up to 60 million shares of common stock at an exercise price of $3.50 pershare, on the terms and subject to the conditions set forth in the Warrant Agreement. The Preferred Stock is immediately convertible into shares of common stock.

The Company incurred direct and incremental expenses of $21.3 million (including $14.0 million in closing fees paid to the Investor) relating to financialadvisory fees, closing costs, legal expenses and other offering-related expenses in connection with the Transaction. These direct and incremental expenses reducedthe carrying amount of the Preferred Stock. In connection with the issuance of the Preferred Stock, a beneficial conversion feature of $48.3 million was recognized.Since the Preferred Stock is presently convertible into common stock, this amount was subsequently accreted to the carrying amount of the Preferred Stock, andtreated as a deemed preferred stock dividend in the calculation of earnings per share.

Dividend Rights

The holders of the Preferred Stock are entitled to receive cumulative dividends January 1, April 1, July 1 and October 1 of each year (dividend paymentdates), which commenced on April 1, 2016, at a rate equal to 8% per annum (preferred dividend) multiplied by the liquidation preference per share, initially $1,000per share adjusted for any unpaid cumulative preferred dividends. For the first seven years after issuance, the dividends on the Preferred Stock will be paid-in-kind.As of March 31, 2018 and 2017, the Company had accrued dividends of $4.6 million and $4.3 million associated with the Preferred Stock, respectively. Of theamount accrued as of March 31, 2018, $4.5 million was paid in additional shares of Preferred Stock and $640 was paid in cash in April 2018. Of the amountaccrued as of March 31, 2017, $4.3 million was paid in additional shares of Preferred Stock and $200 was paid in cash in April 2017.

Conversion Features

Each share of the Preferred Stock may be converted to common stock on any date at the option of the holder into the per share amount (as defined in theCertificate of Designations of the 8.00% Series A Convertible Preferred Stock (the "Series A COD")). Fractional shares resulting from any conversion will berounded to the nearest whole share.

Redemption Rights

Since the redemption of the Preferred Stock is contingently or optionally redeemable and therefore not certain to occur, the Preferred Stock is not required tobe classified as a liability under ASC 480, Distinguishing Liabilities from Equity . As the Preferred Stock is redeemable at the option of the holders upon afundamental change (as defined in the Series A COD) and is redeemable in certain circumstances upon the occurrence of an event that is not solely within theCompany's control, the Company has classified the Preferred Stock in mezzanine equity on the Consolidated Balance Sheets. In the event the Company believesthat redemption of the Preferred Stock is probable, the Company would be required to accrete changes in the carrying value to the redemption value over the perioduntil the expected redemption date.

Voting Rights

Each holder of the Preferred Stock is entitled to vote with the common stock on an as-converted basis, and has full voting rights and powers equal to thevoting rights and powers of the holders of common stock.

22


The following summarizes the Preferred Stock activity for the three months ended March 31, 2018 :

Preferred Stock

Shares Issued and

Outstanding Carrying Value

Balance at December 31, 2017 227,483 $ 189.3

Dividends paid/accrued dividends 4,549 4.5

Balance at March 31, 2018 232,032 $ 193.8

13. Earnings (Loss) Per Share

Basic net income per share is computed by dividing net income, less any dividends, accretion or decretion, redemption or induced conversion on the PreferredStock, by the weighted average number of common shares outstanding during the period. As the Preferred Stock participates in dividends alongside the Company’scommon stock (per their participating dividends), the Preferred Stock would constitute participating securities under ASC 260-10 and are applied to earnings pershare using the two-class method. Under this method, all earnings (distributed and undistributed) are allocated to common shares and participating securities basedon their respective rights to receive dividends.

Diluted net income per share is calculated using the more dilutive of the if-converted or the two-class method. For the three months ended March 31, 2018and 2017 , the two-class method was more dilutive and was computed by adjusting the denominator used in the basic net income per share computation by theweighted average number of common shares outstanding and potentially dilutive securities outstanding during the period plus, when their effect is dilutive,incremental shares consisting of shares subject to stock options, shares issuable upon vesting of RSAs, RSUs, PBRSUs and shares issuable upon conversion ofPreferred Stock.

Basic and diluted net income (loss) per common share are calculated as follows (in millions, except share and per share data):

23



2018 2017

Basic EPS: Net income (loss) $ (23.3) $ (8.3)



Net income (loss) available/(allocated) to common shareholders - basic $ (27.9) $ (12.6)

Diluted EPS: Net income (loss) (23.3) (8.3)


Less income allocated to preferred shareholders — —Net income (loss) available/(allocated) to common shareholders -diluted $ (27.9) $ (12.6)

Basic weighted-average common shares 105,831,571 101,364,424Add: Effect of dilutive securities — —

Diluted weighted average common shares 105,831,571 101,364,424

Net income (loss) per common share (basic) $ (0.26) $ (0.12)

Net income (loss) per common share (diluted) $ (0.26) $ (0.12)

Because of their anti-dilutive effect, 24,444,730 and 25,868,166 common share equivalents comprised of stock options, RSAs, PBRSUs and RSUs have beenexcluded from the diluted earnings per share calculation for the three months ended March 31, 2018 and March 31, 2017 , respectively. Additionally, the Investor'sand Intermountain's exercisable warrants to acquire up to 60 million and 1.5 million shares, respectively, of the Company's common stock have been excluded fromthe diluted earnings per share calculation because they are anti-dilutive for all periods presented.

14. Commitments and Contingencies

Legal Proceedings

Other than as described below, the Company is not presently a party to any material litigation or regulatory proceeding and is not aware of any pending orthreatened litigation or regulatory proceeding against the Company which, individually or in the aggregate, could have a material adverse effect on its business,operating results, financial condition or cash flows.

In May 2016, the Company was served with a False Claims Act case brought by a former emergency department service associate who worked at ahospital of one of the Company’s customers, MedStar Inc.’s Washington Hospital Center (“WHC”), along with WHC and three other hospitals that were PASclients and a place holder, John Doe hospital, representing all PAS clients ( USA ex rel. Graziosi vs. Accretive Health, Inc. et. al.) , and seeking money damages,False Claims Act penalties and plaintiff’s attorneys’ fees. The Second Amended Complaint alleges that the Company’s PAS business violates the federal FalseClaims Act. The case was originally filed under seal in 2013 in the federal district court in Chicago, was presented to the U.S. Attorney in Chicago twice, and theU.S. Attorneys declined to intervene. The Company filed a motion to dismiss the Second Amended Complaint on July 29, 2016. On March 22, 2017, the districtcourt dismissed all claims against all hospital defendants other than Medstar Inc.’s WHC, and dismissed all claims related to TriCare-related episodes of care.Plaintiff filed a Third Amended Complaint, seeking to add back claims related to other PAS clients in January 2018, and the Company has moved to discuss allsuch claims related to any hospital other than WHC. That motion has

24


been fully briefed. The Company believes that it has meritorious defenses to all claims in the case and intends to vigorously defend itself against these claims. Theoutcome is not presently determinable.

15. Related Party Transactions

As a result of the closing of the Transaction with Ascension on February 16, 2016 and Ascension's ownership interest in the Investor, Ascension became arelated party to the Company. See Note 1, Business Description and Basis of Presentation and Note 12, 8.00% Series A Convertible Preferred Stock for furtherdiscussion on the agreements with Ascension.

Net services revenue from services provided to Ascension included in the Company’s consolidated statements of operations for the three months endedMarch 31, 2018 and 2017 were (in millions):

Three Months Ended

March 31,

2018 2017Ascension $ 136.2 $ 75.4

Amounts included in the Company's consolidated balance sheets for Ascension as of March 31, 2018 and December 31, 2017 are (in millions):

Ascension


2018 2017

Accounts receivable, net - related party $ 30.9 $ 15.4

Accrued service costs, current $ 27.8 $ 23.7

Customer deposits, current — —

Refund liabilities, current 0.7 0.5

Deferred revenue (contract liabilities), current 2.9 2.9

Current portion of customer liabilities $ 31.4 $ 27.1

Refund liabilities, non-current $ — $ —

Customer deposits, non-current — —

Deferred revenue (contract liabilities), non-current 14.5 11.5

Non-current portion of customer liabilities $ 14.5 $ 11.5

Total customer liabilities $ 45.9 $ 38.6

As part of the transition of Ascension personnel to the Company in conjunction with the A&R MPSA, the Company has agreed to reimburse Ascensionfor certain severance and retention costs related to certain Ascension employees who will not be transitioned to the Company. As of March 31, 2018 andDecember 31, 2017 , the Company had $0.8 million and $0.5 million in accrued compensation and benefits related to these costs, respectively.

As Ascension is the Company's largest customer, a significant percentage of the Company's cost of services is associated with providing services toAscension. However, due to the nature of the Company's shared services and information technology operations, it is impractical to assign the dollar amountassociated with services provided to Ascension.

25


16. Deferred Contract Costs

Certain costs associated with the initial phases of customer contracts and the related transition of customer hospitals are deferred. These fulfillment costsrelate directly to the Company’s responsibilities under the corresponding customer contracts, generate or enhance resources of the Company that will be used insatisfying its performance obligations in the future, and are expected to be recovered through the margins realized. At March 31, 2018 and December 31, 2017 , theCompany had $15.3 million and $13.2 million in total deferred contract costs, respectively.

Of the $15.3 million in deferred eligible costs, $1.9 million is included in prepaid expenses and other current assets and $13.4 million is included in otherassets in the accompanying consolidated balance sheets. As of December 31, 2017, $1.6 million is included in prepaid expenses and other current assets and $11.6million is included in other assets in the accompanying consolidated balance sheets.

The associated assets are amortized as services are transferred to the customer over the remaining life of the contracts. For the three months endedMarch 31, 2018 and 2017, total amortization was $0.4 million and $0.1 million , respectively, and there were no associated impairment losses.

17. Segments and Customer Concentrations

The Company has determined that it has a single operating segment in accordance with how its business activities are managed and evaluated. All of theCompany’s significant operations are organized around the single business of providing end-to-end management services of revenue cycle operations for U.S.-based hospitals and other medical providers. Accordingly, for purposes of segment disclosures, the Company has only one reporting segment. All of theCompany’s net services revenue and trade accounts receivable are derived from healthcare providers domiciled in the United States.

Hospital systems affiliated with Ascension have accounted for a significant portion of the Company’s net services revenue each year since the Company’sformation. For the three months ended March 31, 2018 and 2017 , net services revenue from hospitals affiliated with Ascension accounted for 93% and 87% of theCompany's total net services revenue, respectively. The loss of customers within the Ascension health system would have a material adverse impact on theCompany’s operations.

As of March 31, 2018 and December 31, 2017, the Company had a concentration of credit risk with hospitals affiliated with Ascension accounting for 79%and 66% of accounts receivable, respectively.

26


18. Derivative Financial Instruments

Certain of the Company’s subsidiaries are exposed to currency risk through their use of the Company’s global delivery resources. During the first quarter of2018, to mitigate this risk, the Company began using foreign currency forward contracts to hedge the foreign exchange risk of the forecasted intercompanyexpenses denominated in foreign currencies in the normal course of business. The Company is actively managing the risk of changes in foreign currency exchangerate through foreign currency forward contracts traded in over-the-counter markets governed by International Swaps and Derivatives Association, Inc. (ISDA)agreements. Derivative transactions are governed by a uniform set of policies and procedures covering areas such as authorization, counterparty exposure andhedging practices. Positions are monitored using techniques such as market value and sensitivity analyses. The Company does not enter into derivative transactionsfor trading purposes. As of March 31, 2018, the Company’s currency forward contracts have maturities extending no later than December 31, 2018. The Companyhas designated these derivatives as cash flow hedges. As of March 31, 2018 , the Company held no derivatives, or non-derivative hedging instruments, that weredesignated in fair value or net investment hedges.

In order for a derivative to qualify for hedge accounting, the derivative must be formally designated as a cash flow hedge by documenting the relationshipbetween the derivative and the hedged item. The documentation includes a description of the hedging instrument, the hedged item, the risk being hedged, theCompany’s risk management objective and strategy for undertaking the hedge, and the method for assessing the effectiveness of the hedge. Additionally, the hedgerelationship must be expected to be highly effective at offsetting changes in either the fair value or cash flows of the hedged item at both inception of the hedge andon an ongoing basis. Prospective and retrospective hedge effectiveness will be assessed by a comparison of the critical terms of the hedging instrument and thehedged transaction. In the event that the Company’s ongoing assessment demonstrates that the critical terms of the hedging instrument or the hedged transactionhave changed and no longer match, hedge effectiveness is assessed by use of a Hypothetical Derivative Method, which assesses hedge effectiveness based on acomparison of the change in fair value of the actual derivative designated as the hedging instrument and the change in fair value of a perfectly effectivehypothetical derivative. The perfectly effective hypothetical derivative would have terms that identically match the critical terms of the hedged item.

For a cash flow hedge, the change in fair value of a hedging instrument is recorded in accumulated other comprehensive loss as a separate component ofstockholders’ equity (deficit) and is reclassified into cost of services in the consolidated statement of operations during the period in which the hedged transactionimpacts earnings. As of March 31, 2018, the Company estimates that $0.3 million of existing losses reported in accumulated other comprehensive income areexpected to be reclassified into earnings within the next 12 months. The amounts related to derivatives designated as cash flow hedges that were reclassified intocost of services were a net loss of $0.1 million during the three month period ended March 31, 2018. The Company classifies cash flows from its derivativeprograms as cash flows from operating activities in the consolidated statements of cash flows.

The Company’s derivative financial instruments consist of deliverable and non-deliverable foreign currency forward contracts. Fair values for derivativefinancial instruments are based on prices computed using third-party valuation models and are classified as Level 2 in accordance with the three-level hierarchy offair value measurements. All of the significant inputs to the third-party valuation models are observable in active markets. Inputs include current market-basedparameters such as forward rates, yield curves and credit default swap pricing. For additional information related to the three-level hierarchy of fair valuemeasurements, see Note 3, Fair Value of Financial Instruments to these Consolidated Financial Statements.

Impact of Derivatives on our Consolidated Financial Statements at Fair Value

As of March 31, 2018 and December 31, 2017 , the notional amount of our open foreign currency forward contracts was approximately $22.8 million and$0 , respectively.

The effect of derivatives in our consolidated statements of operations for the three months ended March 31, 2018 and 2017 are (in millions):

27



2018 2017Realized gains (losses) recognized in cost of services $ (0.1) $ —Unrealized gains (losses) recognized in other comprehensive income (0.3) —Net derivative gains (losses) $ (0.4) $ —

The fair value of our derivatives on our consolidated balance sheets as of March 31, 2018 and December 31, 2017 are (in millions):


2018 2017

(unaudited) Assets

Prepaid expenses and other current assets $ — $ —Other assets — —

Total assets $ — $ —

Liabilities

Other accrued expenses $ 0.3 $ —Other non-current liabilities — —

Total liabilities $ 0.3 $ —

The Company's ISDA agreements contain credit-risk-related contingent features. In the event of certain defaults or changes to the Company's creditprofile, counterparties may request early termination and net settlement of certain derivative trades or may require the Company to collateralize derivatives in a netliability position. As of March 31, 2018 and December 31, 2017, the aggregate fair value of the derivative instruments with credit-risk-related contingent featuresin net liability positions was $0.3 million and $0 million , respectively, which also approximates the fair value of the maximum amount of additional collateralthat would need to be posted or assets needed to settle the obligations if the credit-risk-related contingent features were triggered at the reporting dates. Asof March 31, 2018 and December 31, 2017, we had $1.4 million and $0 million in cash collateral on deposit with counterparties for derivative contracts,respectively. The credit support documents executed in connection with certain of our ISDA agreements generally provide us and our counterparties the right to setoff collateral against amounts owing under the ISDA agreements upon the occurrence of a default or a specified termination event.

The following table presents amounts relevant to offsetting of our derivative assets and liabilities as of March 31, 2018 and December 31, 2017 :


2018 2017

(unaudited) Net assets $ — $ —Net liabilities (0.3) —Total Fair Value $ (0.3) $ —

Certain derivatives also give rise to credit risks from the possible non-performance by counterparties. Credit risk is generally limited to the fair value of thosecontracts that are favorable to the Company, and the maximum amount of loss due to credit risk, based on the gross fair value of all of the Company’s derivativefinancial instruments, was $0 as of March 31, 2018.

28


19. Subsequent Events

Background

On May 8, 2018, the Company completed the previously announced acquisition of Intermedix Holdings, Inc. (“Intermedix”) through the merger of ProjectLinks Merger Sub, Inc. (“Merger Sub”), a wholly-owned indirect subsidiary of the Company, with and into Intermedix, with Intermedix surviving the merger as awholly-owned indirect subsidiary of the Company (the “Acquisition”).

The purchase price for the Acquisition was $460 million , subject to customary adjustments for cash, debt, transaction expenses and normalized workingcapital. The Company funded the purchase price for the Acquisition and the Company’s associated transaction expenses with a combination of cash on hand andthe incurrence of additional indebtedness through the Credit Agreement and Note Purchase Agreement (each as defined below and further described below).

Credit Agreement and Note Purchase Agreement

On May 8, 2018, the Company and certain of its subsidiaries entered into (1) a new senior credit agreement (the “Credit Agreement”) with Bank ofAmerica, N.A., as administrative agent, and the lenders named therein, for the new senior secured credit facilities (the “Senior Secured Credit Facilities”),consisting of a $270.0 million senior secured term loan facility (the “Senior Term Loan”) and a $25.0 million senior secured revolving credit facility (the “SeniorRevolver”); and (2) a new subordinated note purchase agreement (the “Note Purchase Agreement”) with TI IV ACHI Holdings, LP, IHC Health Services, Inc. andAscension Health Alliance d/b/a Ascension, as purchasers, consisting of the issuance and sale of $110.0 million aggregate principal subordinated notes due 2026 .The proceeds will be used, in addition to cash on hand, (1) to pay certain fees and expenses incurred in connection with the Credit Agreement and Note PurchaseAgreement, (2) approximately $ 430.0 million was used to pay off Intermedix’s obligations under its existing credit agreement and (3) to finance working capitalneeds of the Company and its subsidiaries for general corporate purposes.

Senior Secured Credit Facilities

The Senior Term Loan has a seven -year maturity and the Senior Revolver has a five -year maturity. The Credit Agreement provides that the Companymay make one or more offers to the lenders, and consummate transactions with individual lenders that accept the terms contained in such offers, to extend thematurity date of the lender’s term loans and/or revolving commitments, subject to certain conditions, and any extended term loans or revolving commitments willconstitute a separate class of term loans or revolving commitments.

All of the Company’s obligations under the Senior Secured Credit Facilities are guaranteed by the subsidiary guarantors named therein (the “SubsidiaryGuarantors”). Pursuant to (1) the Security Agreement, dated as of May 8, 2018 (the “Security Agreement”), among the Company, the Subsidiary Guarantors andBank of America, N.A., as administrative agent, and (2) the Guaranty, dated as of May 8, 2018 (the “Guaranty”), among the Company, the Subsidiary Guarantorsand Bank of America, N.A., as administrative agent, subject to certain exceptions, the obligations under the Senior Secured Credit Facilities are secured by apledge of 100% of the capital stock of certain domestic subsidiaries owned by the Company and a security interest in substantially all of the Company’s tangibleand intangible assets and the tangible and intangible assets of each Subsidiary Guarantor.

The Senior Revolver includes borrowing capacity available for letters of credit and for borrowings on same-day notice, referred to as the “swing loans.”Any issuance of letters of credit or making of a swing loan will reduce the amount available under the revolving credit facility. As of the closing of the Acquisition,the Company had no borrowings and no letters of credit under the Senior Revolver.

At the Company’s option, the Company may add one or more new term loan facilities or increase the

29


commitments under the Senior Revolver (collectively, the “Incremental Borrowings”) in an aggregate amount of up to $25.0 million plus any additional amountsso long as certain conditions, including a consolidated first lien leverage ratio (as defined in the Credit Agreement) of not more than 3.75 to 1.00 (on a pari passubasis) or 5.50 to 1.00 (on a junior basis), in each case on a pro forma basis, are satisfied plus the amount of certain voluntary prepayments of Senior Term Loans.

Borrowings under the Senior Secured Credit Facilities bear interest, at the Company’s option, at: (i) an ABR rate equal to the greater of (a) the prime rateof Bank of America, N.A., (b) the federal funds rate plus 0.5% per annum , and (c) the Eurodollar rate for an interest period of one-month beginning on such dayplus 100 basis points, plus 4.25% (provided that the Eurodollar rate applicable to the Term Loan Facility shall not be less than 0.00% per annum); or (ii) theEurodollar rate (provided that the Eurodollar rate applicable to the Term Loan Facility shall not be less than 0.00% per annum), plus 5.25% . The Company is alsorequired to pay an unused commitment fee to the lenders under the Senior Revolver at a rate of 0.50% of the average daily unutilized commitments thereunder ifthe first lien net leverage ratio is greater than 2.00 to 1.00 , or at a rate of 0.375% at any other time. The Company must also pay customary letter of credit fees,including a fronting fee as well as administration fees.

The Credit Agreement requires the Company to make mandatory prepayments, subject to certain exceptions, with: (i) beginning with fiscal year 2019,75% (which percentage will be reduced upon the achievement of certain first lien net leverage ratios) of the Company’s annual excess cash flow; (ii) 100% of netcash proceeds of all non-ordinary course assets sales or other dispositions of property or casualty events, subject to certain exceptions and thresholds; and (iii)100% of the net cash proceeds of any debt incurrence, other than debt permitted under the Credit Agreement. The Company is required to repay the Senior TermLoan portion of the Senior Secured Credit Facilities in quarterly principal installments of 0.25% of the principal amount commencing on September 30, 2018, withthe balance payable at maturity. If, on or prior to November 8, 2018, the Company prepays or reprices any portion of the Senior Term Loan, the Company will berequired to pay a prepayment premium of 1% of the loans being prepaid or repriced.

The Credit Agreement contains two financial covenants. (1) The Company is required to maintain at the end of each fiscal quarter, commencing with thequarter ending September 30, 2018, a consolidated first lien net leverage ratio of not more than 5.50 to 1.00 . This consolidated ratio will step down in incrementsto 4.00 to 1.00 commencing with the fiscal quarter ending September 30, 2020. (2) The Company is required to maintain at the end of each such fiscal quarter,commencing with the quarter ending September 30, 2018, a consolidated interest coverage ratio of not less than 1.75 to 1.00 . This consolidated ratio will step up inincrements to 2.50 to 1.00 commencing with the fiscal quarter ending September 30, 2020.

The Credit Agreement also contains a number of covenants that, among other things, restrict, subject to certain exceptions, the Company’s ability and theability of its subsidiaries to: (i) incur additional indebtedness; (ii) create liens on assets; (iii) engage in mergers or consolidations; (iv) sell assets; (v) pay dividendsand distributions or repurchase the Company’s capital stock; (vi) make investments, loans or advances; (vii) repay certain junior indebtedness; (viii) engage incertain transactions with affiliates; (ix) enter into sale and leaseback transactions; (x) amend material agreements governing certain of the Company’s juniorindebtedness; (xi) change the Company’s lines of business; (xii) make certain acquisitions; and (xiii) limitations on the letter of credit cash collateral account. TheCredit Agreement contains customary affirmative covenants and events of default.

Note Purchase Agreement

The subordinated notes issued pursuant to the Note Purchase Agreement (the “Notes”) each have an eight-year maturity, as extended in accordance withthe Note Purchase Agreement from time to time.

All of the Company’s obligations under the Note Purchase Agreement are guaranteed by the Subsidiary Guarantors pursuant to the Subsidiary Guaranty,dated as of May 8, 2018 (the “Subsidiary Guaranty”), among the Company, the Subsidiary Guarantors and the Purchasers (as defined in the Note PurchaseAgreement). The

30


obligations under the Note Purchase Agreement are unsecured.

The Notes bear interest at 14.0% per annum , increasing by 1.0% per annum on May 8, 2021, and by an additional 1.0% per annum on each subsequentanniversary of May 8, 2018 until the Notes are repaid in full. Interest is payable quarterly in cash; provided , that, subject to the subordination agreement, (i) forany fiscal quarters ending on or prior to May 8, 2019, at the Company’s election, up to 75% of the interest payments will be payable in kind and the remainingamount of such interest payment will be payable quarterly in cash; (ii) for any fiscal quarters ending after May 8, 2019 and on or prior to May 8, 2020, at theCompany’s election, up to 50% of the interest payments will be payable in kind and the remaining amount of such interest payment will be payable quarterly incash; and (iii) for any subsequent fiscal quarters, at the Company’s election, up to 25% of the interest payments will be payable in kind and the remaining amountof such interest payment will be payable quarterly in cash.

The Note Purchase Agreement does not require any mandatory prepayments. Any voluntary prepayment of the obligations pursuant to the Note PurchaseAgreement (other than in connection with a change of control) shall be subject to a prepayment premium of (a) if such prepayment is made before May 8, 2019,3.0% of the principal amount of the obligations prepaid, (b) if such prepayment is made on or after May 8, 2019 but prior to May 8, 2020, 2.0% of the principalamount of the obligations prepaid, (c) if such prepayment is made on or after May 8, 2020 but prior to May 8, 2021, 1.0% of the principal amount of the obligationsprepaid, and (d) if such prepayment is made on or after May 8, 2021, 0.0% of the principal amount of the obligations so prepaid.

The Note Purchase Agreement also contains a number of covenants that, among other things, restrict, subject to certain exceptions, the Company’s abilityand the ability of its subsidiaries to: (i) create liens on assets; (ii) engage in mergers or consolidations or sell all or substantially all of their respective assets; and(iii) pay dividends and distributions or repurchase the Company’s capital stock. The Note Purchase Agreement contains customary affirmative covenants andevents of default.

31

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless the context indicates otherwise, references in this Quarterly Report on Form 10-Q to “R1,” “the Company,” “we,” “our,” and “us” mean R1 RCMInc., and its subsidiaries.

The following discussion and analysis is an integral part of understanding our financial results and is provided as an addition to, and should be read inconnection with, our consolidated financial statements and the accompanying notes. Also refer to Note 1 of our consolidated financial statements.

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the federal securities laws, that involve substantial risksand uncertainties. These statements are often identified by the use of words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” "designed", “may,”“plan,” “predict,” “project,” “would” and similar expressions or variations. Such forward-looking statements are subject to risks, uncertainties and other factorsthat could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements.Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Risk Factors,” in Part II, Item 1A ofthis Quarterly Report on Form 10-Q, and elsewhere in this Report, as well as those set forth in Part I, Item 1A of the 2017 10-K as well as our other filings with theSEC. The forward-looking statements in this Quarterly Report on Form 10-Q represent our views as of the date of this Quarterly Report on Form 10-Q.Subsequent events and developments may cause our views to change. While we may elect to update these forward-looking statements at some point in the future,we have no current intention of doing so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements asrepresenting our views as of any date subsequent to the date of this Quarterly Report on Form 10-Q.

Overview

Our Business

We are a leading provider of technology-enabled RCM services to healthcare providers. We help healthcare providers generate sustainable improvements intheir operating margins and cash flows while also enhancing patient, physician and staff satisfaction for our customers.

While we cannot control the changes in the regulatory environment imposed on our customers, we believe that our role becomes increasingly more importantto our customers as macroeconomic, regulatory and healthcare industry conditions continue to impose financial pressure on healthcare providers to manage theiroperations effectively and efficiently.

Our primary service offering consists of end-to-end RCM, which we deploy through an operating partner relationship and a co-managed relationship. Underan operating partner relationship, we provide comprehensive revenue cycle infrastructure to providers, including all revenue cycle personnel, technology andprocess workflow. Under a co-managed relationship, we leverage our customers’ existing RCM staff and processes, and supplement them with our infusedmanagement, subject matter specialists, proprietary technology and other resources. Under the operating partner model, the Company records higher revenue andexpenses due to the fact that almost all of the revenue cycle personnel are employees of the Company and more third-party vendor contracts are controlled by theCompany. Under the co-managed model, the majority of the revenue cycle personnel and more third-party vendor contracts remain with the customer and thosecosts are netted against the Company's co-managed revenue. For the period ended March 31, 2018 and 2017, 97.1% and 94.2% of the Company's net operating andincentive fees were under the operating partner model, respectively. Beginning in the second quarter of 2018, in conjunction with the commencement of theIntermountain Services Agreement, substantially all of the Company's net operating and incentive fees will be under the operating partner model.

We also offer modular services, allowing customers to engage us for only specific components of our end-to-end RCM service offering, such as PAS and

revenue capture. Our PAS offering assists hospitals in complying with payer requirements regarding whether to classify a hospital visit as an in-patient or an out-patient observation case

32

for billing purposes. Our revenue capture offering includes charge capture, charge description master ("CDM") maintenance and pricing services that helpproviders ensure they are capturing the maximum net compliant revenue for services delivered.

We operate our business as a single segment configured with our significant operations and offerings organized around the business of providing end-to-endRCM services to U.S.-based hospitals and other healthcare providers.

Business Update

On February 16, 2016, we entered into the A&R MPSA with Ascension for a 10-year term, becoming theexclusive provider of RCM and PAS services to Ascension hospitals that execute supplement agreements with us. We started onboarding the first phase of newhospitals in mid-2016, which was followed by the second phase of new hospitals in mid-2017. We expect the final phase of hospitals to be onboarded in mid-2018.The A&R MPSA is structured as an operating partner model, whereby a significant number of Ascension’s revenue cycle employees become our employees. As aresult, our employee count has increased by over 5,000 employees since mid-2016. The operating partner model also requires the transition of the non-payrollexpenses supporting a hospital’s revenue cycle operations to become direct expenses of the Company. New hospitals onboarded, along with direct control ofpayroll and non-payroll expenses, have been the primary drivers of the growth in our revenue and cost of services in 2017 and in the first quarter of 2018.

In May 2017, we announced the expansion of our relationship with Ascension. The expanded relationship adds a health system which was acquired byAscension after the signing of the A&R MPSA and increases the scope of our contract by adding physician RCM services for all Ascension ministries inWisconsin. We completed onboarding this expanded scope of business in the first quarter of 2018.

In July 2017, we launched a portfolio of five modular solutions to complement our end-to-end RCM offerings. The sophistication of our capabilities andadditional flexibility for health systems to contract with us for specific components of the revenue cycle should position us favorably to win new business.Additionally, we also announced the appointment of a new chief commercial officer in August 2017. In addition to organic growth, we also expect to continue toactively pursue acquisitions to complement our existing capabilities and further enhance our market presence.

On January 23, 2018,we entered into the Intermountain Services Agreement with Intermountain having a ten-year term. Pursuant to the IntermountainServices Agreement, the Company will provide revenue cycle management service offering to Intermountain hospitals and medical group providers under theoperating partner model. In addition, the Company will provide revenue cycle management services to Intermountain’s homecare, hospice and palliative care,durable medical equipment and infusion therapy business. Intermountain has agreed that we may provide services to additional hospitals acquired by Intermountainover time. With certain limited exceptions, we will be the exclusive provider of revenue cycle management services for the hospitals, medical group providers, andhome health business affiliated with Intermountain. The Intermountain Services Agreement is subject to certain limited termination rights, including for uncuredmaterial breaches or specific service level failures or in the event a party is excluded from certain health care programs, is unable to perform their services as aresult of a change in applicable law, is subject to certain adverse judgments or is subject to certain bankruptcy or similar insolvency or event of default occurrences.In conjunction with the execution of the Intermountain Services Agreement, the Company entered into the Intermountain Purchase Agreement with Intermountain,pursuant to which the Company sold to Intermountain, in private placements under the Securities Act, (i) 4,665,594 shares of common stock and (ii) a warrant toacquire up to 1,500,000 shares of Common Stock at an initial exercise price of $6.00 per share, on the terms and subject to the conditions set forth in the WarrantAgreement, for an aggregate purchase price of $20 million .

CONSOLIDATED RESULTS OF OPERATIONS

33

The following table provides consolidated operating results and other operating data for the periods indicated:

Three Months Ended

March 31, 2018 vs. 2017 Change

2018 2017 Amount % (In millions except percentages)Consolidated Statement of Operations Data: Net operating fees $ 127.6 $ 70.7 $ 56.9 80.5 %Incentive fees 8.0 5.6 2.4 42.9 %Other 11.7 10.6 1.1 10.4 %Net services revenue 147.3 86.9 60.4 69.5 %Operating expenses:

Cost of services 138.7 80.9 57.8 71.4 %

Selling, general and administrative 17.0 14.3 2.7 18.9 %Other 2.4 0.2 2.2 1,100.0 %

Total operating expenses 158.1 95.4 62.7 65.7 %Income (loss) from operations (10.8) (8.5) (2.3) 27.1 %

Net interest income 0.2 0.1 0.1 100.0 %

Net income (loss) before income tax provision (10.6) (8.4) (2.2) 26.2 %Income tax provision (benefit) 12.7 (0.1) 12.8 (12,800.0)%

Net income (loss) $ (23.3) $ (8.3) $ (15.0) 180.7 %

Use of Non-GAAP Financial Information

We supplement our GAAP consolidated financial statements with the following non-GAAP financial performance measure, adjusted EBITDA. AdjustedEBITDA is utilized by our Board and management team as (i) one of the primary methods for planning and forecasting overall expectations and for evaluatingactual results against such expectations; and (ii) as a performance evaluation metric in determining achievement of certain executive incentive compensationprograms, as well as for incentive compensation plans for employees.

Selected Non-GAAP Measure

Adjusted EBITDA

We define adjusted EBITDA as net income before net interest income, income tax provision, depreciation and amortization expense, share-basedcompensation expense, reorganization-related expense and transaction-related expenses, and certain other items.

We understand that, although non-GAAP measures are frequently used by investors, securities analysts, and others in their evaluation of companies, thesemeasures have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results of operations as reportedunder GAAP. Some of these limitations are:

• Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

• Adjusted EBITDA does not reflect share-based compensation expense;

• Adjusted EBITDA does not reflect income tax expenses or cash requirements to pay taxes;

• Adjusted EBITDA does not reflect certain Other expenses which may require cash payments;

34

• Although depreciation and amortization charges are non-cash charges, the assets being depreciated and amortized will often have to be replaced in thefuture, and adjusted EBITDA does not reflect cash requirements for such replacements or other purchase commitments, including lease commitments; and

• Other companies in our industry may calculate adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

Reconciliation of GAAP and Non-GAAP Measures

The following table represents a reconciliation of adjusted EBITDA to net income (loss), the most comparable GAAP measure, for each of the periods indicated:

Three Months EndedMarch 31, 2018 vs. 2017 Change

2018 2017 Amount %

(In millions except percentages)Net income (loss) (23.3) (8.3) $ (15.0) 180.7 %

Net interest income (0.2) (0.1) (0.1) 100.0 %Income tax provision (benefit) 12.7 (0.1) 12.8 (12,800.0)%Depreciation and amortizationexpense 4.9 3.2 1.7 53.1 %Share-based compensation expense(1) 3.9 3.7 0.2 5.4 %Other (2) 2.4 0.2 2.2 1,100.0 %

Adjusted EBITDA (non-GAAP) 0.3 (1.4) 1.7 (121.4)% Due to rounding, numbers presented in this table may not add up precisely to the totals provided.

(1) Share-based compensation expense represents the expense associated with stock options, restricted stock units and restricted stock awards granted, as reflected in our Consolidated Statements of Operations andComprehensive Income (Loss). See Note 9, Share-Based Compensation, to the Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for the detail of the amounts of share-basedcompensation expense.

(2) Other costs consist of the following (in millions):


2018 2017

Severance and employee benefits $ — $ —

Non-cash share based compensation — —

Reorganization-related — —

Acquisition related costs (1) 1.6 —

Transitioned employees restructuring expense (2) 0.8 0.2

Other 2.4 0.2

Total other $ 2.4 $ 0.2

(1) Costs related to evaluating, pursuing and integrating acquisitions as part of the Company’s inorganic growth strategy.(2) As part of the transition of personnel to the Company under certain operating partner model contracts, the Company has agreed to reimburse, or directly pay the affected employees, for certain severanceand retention costs related to certain employees who will not be transitioned to the Company, or whose jobs will be relocated after the employee transitions to the Company.

Three Months Ended March 31, 2018 Compared to Three Months Ended March 31, 2017

35

Revenue

Revenue increased by $60.4 million from $86.9 million for the three months ended March 31, 2017 to $147.3 million for three months ended March 31, 2018. The increase was primarily driven by a $54.7 million increase in net operating fees as a result of onboarding new Ascension hospitals under the A&R MPSA. Inaddition, we realized year-over-year growth in our PAS offering of $0.9 million.

Cost of Services

Cost of services increased by $57.8 million , or 71.4% , from $80.9 million for the three months ended March 31, 2017 , to $138.7 million for the threemonths ended March 31, 2018 . The increase was primarily driven by a $48.3 million increase in costs associated with onboarding new Ascension hospitals underthe A&R MPSA and $5.1 million in IT and operational support expenses to support our service delivery infrastructure as a result of new business growth.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased by $2.7 million , or 18.9% , from $14.3 million for the three months ended March 31, 2017 to $17.0million for the three months ended March 31, 2018 . This increase was primarily driven by higher legal costs, investments in corporate IT infrastructure, and salesand marketing expenses as the Company has increased its efforts to pursue new business opportunities.

Other Costs

Other costs increased by $2.2 million , or 1,100.0% , from $0.2 million , for the three months ended March 31, 2017 , to $2.4 million for the three monthsended March 31, 2018 . This increase was primarily driven by $1.6 million in transaction-related and integration planning expenses related to the Intermedixacquisition as well as an increase in transitioned employees restructuring expense.

Income Taxes

Income tax provision increased by $12.8 million from $0.1 million income tax benefit for the three months ended March 31, 2017 to a $12.7 millionprovision for the three months ended March 31, 2018 , primarily due to the geographical distribution of income/(loss), changes related to the Tax Act and share-based compensation. Our effective tax rate was approximately -119% and 2% for the three months ended March 31, 2018 and 2017, respectively. The interim taxaccounting guidance requires the use of the estimated Annual Effective Tax Rate (“AETR”) based on a full year of forecasted income and tax expense/(benefit)applied to year to date income/(loss). The timing of income and permanent differences result in counterintuitive results but we did not meet any of the exceptionswithin the guidance. Our tax rate is affected by discrete items that may occur in any given year, but not consistent from year to year.

CRITICAL ACCOUNTING POLICIES

Management considers an accounting policy to be critical if the accounting policy requires management to make particularly difficult, subjective or complexjudgments about matters that are inherently uncertain. A summary of our critical accounting policies is included in Part II, Item 7 "Management’s Discussion andAnalysis of Financial Condition and Results of Operations - Application of Critical Accounting Policies and Use of Estimates" of our 2017 10-K. There have beenno material changes to the critical accounting policies disclosed in our 2017 Form 10-K.

NEW ACCOUNTING PRONOUNCEMENTS

36

For additional information regarding new accounting guidance, see Note 2, Recent Accounting Pronouncements, to our consolidated financial statementsincluded in this Quarterly Report on Form 10-Q, which provides a summary of our recently adopted accounting standards and disclosures.

Liquidity and Capital Resources

Cash flows from operating, investing and financing activities, as reflected in our consolidated statements of cash flows, are summarized in the followingtable:


2018 2017

(In millions)Net cash (used in) provided by operating activities $ (9.9) $ (27.9)Net cash (used in) investing activities (3.4) (9.2)Net cash provided by (used in) financing activities 17.6 (2.1)

Three Months Ended March 31, 2018 Compared to Three Months Ended March 31, 2017

Operating Activities

Cash used in operating activities improved by $18.0 million , from cash used of $27.9 million for the three months ended March 31, 2017 , to cash used of$9.9 million for the three months ended March 31, 2018 . The cash used in operating activities decreased due to stronger operating performance as evidenced bythe improvement in adjusted EBITDA for the three months ended March 31, 2018 as compared to the three months ended March 31, 2017. In addition, the changewas driven by a difference in the timing of the funding of the annual incentive compensation payment.

Investing Activities

Cash used in investing activities decreased by $5.8 million from $9.2 million for the three months ended March 31, 2017 , to $3.4 million for the threemonths ended March 31, 2018 . Cash used in investing activities increased primarily due to a decrease in purchases of computer hardware and software andspending on expanding our shared services operations.

Financing Activities

Cash provided by financing activities increased by $19.7 million from cash used in financing activities of $2.1 million for the three months ended March 31,2017 to cash provided by financing activities of $17.6 million for the three months ended March 31, 2018 . This change is primarily due to the investment of $20million from Intermountain related to the Intermountain Purchase Agreement, partially offset by $0.7 million of issuance costs. In addition, the Company did notrepurchase any stock in the open market during the first quarter of 2018.

Future Capital Needs

The Company continues to invest capital in order to acheive our strategic initiatives. In conjunction with our acquisition of Intermedix, we entered into acredit agreement and note purchase agreement for a $295 million first lien senior secured credit facility, of which $270 million is a term loan facility and$25 million is a revolving credit facility, and $110 million of unsecured, subordinated notes. In addition, we plan to continue to enhance customer service bycontinuing our investment in technology to enable our systems to more effectively integrate with our customers’ existing technologies in connection with ourstrategic initiatives. We plan to continue to deploy resources to strengthen our information technology infrastructure in order to drive additional value for ourcustomers. We also

37

expect to continue to invest in our shared services infrastructure and capabilities, and selectively pursue acquisitions and/or strategic relationships that will enableus to broaden or further enhance our offerings.

New business development remains a priority as we plan to continue to boost our sales and marketing efforts. We plan to continue to add experiencedpersonnel to our sales organization, develop more disciplined sales processes and create an integrated marketing capability. Additionally, we expect to incur costsassociated with implementation and transition costs to onboard new customers.

We believe that our available cash balances and the cash flows expected to be generated from operations and to the extent necessary, new borrowingsunder the revolving credit facility will be sufficient to satisfy our current and planned working capital and investment needs for the next twelve months. Noassurance can be given, however, that this will be the case.

Debt and Financing Arrangements

On May 8, 2018, the Company and certain of its subsidiaries entered into (1) the Credit Agreement for the Senior Secured Credit Facilities, consisting of a$270.0 million Senior Term Loan and a $25.0 million Senior Revolver; and (2) the Note Purchase Agreement consisting of the issuance and sale of $110.0 millionaggregate principal amount of subordinated notes due 2026 . The proceeds, together with cash on hand, will be used (1) to pay certain fees and expenses incurred inconnection with the Credit Agreement and Note Purchase Agreement, (2) approximately $ 430.0 million was used to pay off Intermedix’s obligations under itsexisting credit agreement and (3) to finance working capital needs of the Company and its subsidiaries for general corporate purposes.

38

CONTRACTUAL OBLIGATIONS

The following table presents a summary of our contractual obligations as of March 31, 2018 (in millions):

2018 2019 2020 2021 2022 2023 Thereafter TotalOperating Leases (1) $ 5.7 $ 7.3 $ 7.5 $ 7.3 $ 4.0 $ 15.4 $ 19.0 $ 66.2Purchase and Capital LeaseObligations (2) $ 1.5 $ 1.5 $ 1.5 $ 1.5 $ — $ — $ — $ 6.0Total $ 7.2 $ 8.8 $ 9.0 $ 8.8 $ 4.0 $ 15.4 $ 19.0 $ 72.2

(1) Obligations and commitments to make future minimum rental payments under non-cancelable operating leases having remaining terms in excess of one year. The Company rentsoffice space and equipment under operating leases, primarily for its Chicago corporate office, U.S. shared services centers and India operations. Office space lease terms range from one toten years, whereas equipment lease terms range from one to three years. The Company’s leases contain various rent holidays and rent escalation clauses and entitlements for tenantimprovement allowances. Lease payments are amortized to expense on a straight-line basis over the lease term.(2) Includes obligations associated with IT software and service costs.

On May 8, 2018, the Company and certain of its subsidiaries (1) entered into the Credit Agreement for the Senior Secured Credit Facilities, consisting of a$270.0 million Senior Term Loan and a $25.0 million Senior Revolver, and (2) issued $110.0 million aggregate principal amount of subordinated notes due 2026pursuant to a Note Purchase Agreement.

We do not have any other off-balance sheet arrangements that have or are reasonably likely to have a material current or future impact on our financialresults.

Item 3. Qualitative and Quantitative Disclosures about Market Risk

Interest Rate Sensitivity . Our interest income is primarily generated from interest earned on operating cash accounts. We do not enter into interest rateswaps, caps or collars or other hedging instruments. As a result, we believe that the risk of a significant impact on our operating income from interest ratefluctuations is not material.

Foreign Currency Exchange Risk . Our results of operations and cash flows are subject to fluctuations due to changes in the Indian rupee because a portionof our operating expenses are incurred by our subsidiary in India and are denominated in Indian rupees. However, we do not generate any revenues outside of theUnited States. For both the three months ended March 31, 2018 and 2017 , 7% of our expenses were denominated in Indian rupees. As of March 31, 2018 and 2017, we had net assets of $24.1 million and $15.5 million in India, respectively. The reduction in earnings from a 10% change in U.S. dollar/Indian Rupee foreigncurrency spot rates would be $1.2 million and $0.9 million at March 31, 2018 and 2017 , respectively.

Starting in January 2018, we have hedge positions that are designated cash flow hedges of certain intercompany charges which have maturities notexceeding one year and are intended to partially offset the impact of foreign currency movements on future costs relating to our global delivery resources. Foradditional information, see Note 18, Derivative Financial Instruments to our Consolidated Financial Statements under Item I, Consolidated Financial Statements.These instruments are subject to fluctuations in foreign currency exchange rates and credit risk. Credit risk is managed through careful selection and ongoingevaluation of the financial institutions utilized as counterparties.

For designated cash flow hedges, gains and losses currently recorded in accumulated other comprehensive loss will be reclassified into earnings at thetime when certain anticipated intercompany charges are accrued as cost of services. As of March 31, 2018, it was anticipated that approximately $0.2 million of netlosses, net of tax, currently recorded in accumulated other comprehensive loss will be reclassified into cost of services within the next 12 months.

39

We use sensitivity analysis to determine the effects that market foreign currency exchange rate fluctuations may have on the fair value of our hedgeportfolio. The sensitivity of the hedge portfolio is computed based on the market value of future cash flows as affected by changes in exchange rates. Thissensitivity analysis represents the hypothetical changes in value of the hedge position and does not reflect the offsetting gain or loss on the underlying exposure. A10% change in the levels of foreign currency exchange rates against the U.S. dollar (or other base currency of the hedge if not a U.S. dollar hedge) with all othervariables held constant would have resulted in a change in the fair value of our hedge instruments of approximately $2.6 million as of March 31, 2018 .

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are designed to ensure that information required to bedisclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SECrules and forms and that such information is accumulated and communicated to management including its principal executive officer and principal financial officerto allow timely decisions regarding required disclosures.

In connection with the preparation of this report, our management, under the supervision and with the participation of the Chief Executive Officer and ChiefFinancial Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2018 . Our Chief Executive Officer and Chief FinancialOfficer concluded that, as of March 31, 2018 , our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the first quarter of 2018 that have materially affected, or are reasonablylikely to materially affect, our internal control over financial reporting.

40

PART II

Item 1. Legal Proceedings

Other than as described below, we are presently not a party to any material litigation or regulatory proceeding and are not aware of any pending or threatenedlitigation or regulatory proceeding against us which, individually or in the aggregate, could have a material adverse effect on our business, operating results,financial condition or cash flows.

In May 2016, we were served with a False Claims Act case brought by a former emergency department service associate who worked at a hospital of oneof the Company’s customers, MedStar Inc.’s Washington Hospital Center (“WHC”), along with WHC and three other hospitals that were PAS clients and a placeholder, John Doe hospital, representing all PAS clients ( USA ex rel. Graziosi vs. Accretive Health, Inc. et. al.) , and seeking money damages, False Claims Actpenalties and plaintiff’s attorneys’ fees. The Second Amended Complaint alleges that the Company’s PAS business violates the federal False Claims Act. The casewas originally filed under seal in 2013 in the federal district court in Chicago, was presented to the U.S. Attorney in Chicago twice, and the U.S. Attorneys declinedto intervene. We filed a motion to dismiss the Second Amended Complaint on July 29, 2016. On March 22, 2017, the district court dismissed all claims against allhospital defendants other than Medstar Inc.’s WHC, and dismissed all claims related to TriCare-related episodes of care. Plaintiff filed a Third AmendedComplaint, seeking to add back claims related to other PAS clients in January 2018, and we moved to discuss all such claims related to any hospital other thanWHC. That motion has been fully briefed. We believe that it has meritorious defenses to all claims in the case and intends to vigorously defend itself against theseclaims. The outcome is not presently determinable.

Item 1A. Risk Factors

There have been no material changes in our risk factors from those disclosed in our 2017 10-K. The risk factors disclosed in Part I, Item 1A of our 201710-K, in addition to the other information set forth in this Quarterly Report on Form 10-Q, could materially affect our business, financial condition, or results. Additional risks and uncertainties not currently known to us or that we deem to be immaterial could also materially adversely affect our business, financialcondition, or results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sale of Equity Securities

None.

Issuer Purchases of Equity Securities

The following table provides information about our repurchases of common stock during the periods indicated (in millions, except share and per share data):

41

Period

Number ofShares

Purchased (1)

Average PricePaid per Share

(3)

Total Number ofShares Purchasedas Part of PubliclyAnnounced Plansor Programs (2)

Maximum DollarValue of Shares

that May Yet be PurchasedUnder Publicly

Announced Plansor Programs (in millions) (2)

January 1, 2018 through January 31, 2018 716 $ 4.15 — $ 49.0

February 1, 2018 through February 28, 2018 361,526 $ 5.28 — $ 49.0

March 1, 2018 through March 31, 2018 160 $ 6.31 — $ 49.0

(1) Includes strategic repurchases and repurchases of our stock related to employees’ tax withholding upon vesting of restricted stock. See Note 9, Share-BasedCompensation, to our consolidated financial statements included in this Quarterly Report on Form 10-Q.

(2) On November 13, 2013, the Board authorized, subject to the completion of the restatement of our financial statements, the repurchase of up to $50.0 millionof our common stock from time to time in the open market or in privately negotiated transactions (the "2013 Repurchase Program"). The timing and amountof any shares repurchased under the 2013 Repurchase Program will be determined by our management based on its evaluation of market conditions andother factors. The 2013 Repurchase Program may be suspended or discontinued at any time. See Note 8, Stockholders' Equity (Deficit), to our consolidatedfinancial statements included in this Quarterly Report on Form 10-Q.

(3) Average price paid per share of common stock repurchased under the 2013 Repurchase Program is the execution price, including commissions paid tobrokers.

42

Item 3. Defaults upon Senior SecuritiesNone

Item 4. Mine Safety DisclosureNot applicable.

Item 5. Other InformationNone

43

Item 6. Exhibits

The following are filed or incorporated by reference as a part of this Quarterly Report on Form 10-Q:

(a)

ExhibitNumber

Exhibit Description

10.1* Amended and Restated Grant of Performance Based Awards pursuant to the R1 RCM Inc. Second Amended and Restated 2010 Stock IncentivePlan to Joseph Flanagan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A (file No. 001-34746) filed on January, 18, 2018).

10.2* Amended and Restated Grant of Performance Based Awards pursuant to the R1 RCM Inc. Second Amended and Restated 2010 Stock IncentivePlan to Christopher Ricaurte (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K/A (file No. 001-34746) filed on January, 18, 2018).

10.3* Amended and Restated Grant of Performance Based Awards pursuant to the R1 RCM Inc. Second Amended and Restated 2010 Stock Incentive Plan to SteveShulman (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K/A (file No. 001-34746) filed on January, 18, 2018).

10.4 Amended and Restated Registration Rights Agreement among the Registrant, IHC Health Services, Inc. and TCP-ASC ACHI Series LLLP dated as of January 23,2018 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-34746) filed on January 24, 2018).

10.5 Securities Purchase Agreement between the Registrant and IHC Health Services, Inc. dated as of January 23, 2018 (incorporated by reference to Exhibit 10.1 to theCurrent Report on Form 8-K (File No. 001-34746) filed on January 24, 2018).

10.6 Warrant between the Registrant and IHC Health Services, Inc. dated as of January 23, 2018 (incorporated by reference to Exhibit 10.2 to the Current Report onForm 8-K (File No. 001-34746) filed on January 24, 2018).

10.7+ Amended and Restated Services Agreement between the Registrant and IHC Health Services, Inc. dated as of January 23, 201810.8+ Exhibits to the Amended and Restated Services Agreement between the Registrant and IHC Health Services, Inc. dated as of January 23, 2018.10.9+ Addendum No. 1 to Amended and Restated Services Agreement between the Registrant and IHC Health Services, Inc. dated as of April 30, 201831.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the

Sarbanes-Oxley Act of 200231.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the

Sarbanes-Oxley Act of 200232.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS XBRL Instance Document101.SCH XBRL Schema Document101.CAL XBRL Calculation Linkbase Document101.LAB XBRL Labels Linkbase Document101.DEF XBRL Taxonomy Extension Document101.PRE XBRL Presentation Linkbase Document

*Management contract or compensatory plan or arrangement.

+Confidential treatment requested as to certain portions, which portions have been omitted and filed separately with the Securities and Exchange Commission.

https://content.edgar-online.com/ExternalLink/EDGAR/0001472595-18-000006.html?hash=e16632bfde3c74decdf80ca0f795595807ca365e8094a91e43511ea9a8569935&dest=AR-CEOPBRSU_HTM



https://content.edgar-online.com/ExternalLink/EDGAR/0001472595-18-000006.html?hash=e16632bfde3c74decdf80ca0f795595807ca365e8094a91e43511ea9a8569935&dest=AR-CFOPBRSU_HTM



https://content.edgar-online.com/ExternalLink/EDGAR/0001472595-18-000006.html?hash=e16632bfde3c74decdf80ca0f795595807ca365e8094a91e43511ea9a8569935&dest=AR-CHAIRMANPBRSU_HTM



https://content.edgar-online.com/ExternalLink/EDGAR/0001472595-18-000011.html?hash=0e703f1fb54bc456c4466debf3abdd520e601b133672c22078a997233bd8bb8b&dest=A10-3ARREGISTRATIONRIGHTSA_HTM



https://content.edgar-online.com/ExternalLink/EDGAR/0001472595-18-000011.html?hash=0e703f1fb54bc456c4466debf3abdd520e601b133672c22078a997233bd8bb8b&dest=A10-1SECURITIESPURCHASEAGR_HTM



https://content.edgar-online.com/ExternalLink/EDGAR/0001472595-18-000011.html?hash=0e703f1fb54bc456c4466debf3abdd520e601b133672c22078a997233bd8bb8b&dest=A10-2WARRANTAGREEMENT_HTM



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.

R1 RCM INC.

By: /s/ Joseph Flanagan Joseph Flanagan President and Chief Executive Officer

By: /s/ Christopher Ricaurte Christopher Ricaurte Chief Financial Officer and Treasurer

Date: May 10, 2018

45

EXHIBIT 10.7

Execution Copy[**] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Securities and ExchangeCommission.

AMENDED AND RESTATED SERVICES AGREEMENT

between

IHC Health Services, Inc.

and

R1 RCM Inc.

TABLE OF CONTENTS

I. DEFINITIONS 2

1.1 Key Terms 2

II. STRUCTURE AND APPROACH 2

2.1 Services Agreement 2

2.2 References to Contract Documents 3

2.3 Transition from Original Services Agreement 3

III. SERVICES AND COVERED IMH FACILITIES AND PROVIDERS 4

3.1 Services 4

3.2 Commencement Date 4

3.3 R1 Responsibility 4

3.4 Appointment 4

3.5 Competent Performance of Services 5

3.6 Service Levels and Other Performance Standards 5

3.7 Covered Facilities and Providers 5

3.8 New Services 6

IV. TRANSITION OF SERVICES 6

4.1 Transition 7

4.2 Communication Plan 7

4.3 Alignment with Personnel Transition 7

V. ACQUISITIONS AND DIVESTITURES 8

5.1 Acquisitions. 8

5.2 Divestitures 8

5.3 Divestiture to an Affiliate 10

5.4 Divestiture of all IMH Facilities and IMH Providers 10

VI. TECHNOLOGY 10

6.1 R1 Technology 10

6.2 IMH IT Obligations 10

VII. RESOURCE NEEDS AND ASSETS 11

7.1 Assets to be made Available to R1 11

7.2 Occupation of Intermountain Healthcare Space 11

i

7.3 Access to Areas 12

7.4 Additional Space 12

7.5 Intermountain Healthcare to Supply Data, Information, and Access to Computer System and Network 12

7.6 Third Party Software 12

7.7 Vendor Access Program 13

VIII. GOVERNANCE AND RELATIONSHIP MANAGEMENT 13

8.1 Joint Review Board and Sponsors 13

8.2 Executive Sponsors 13

8.3 Operations Oversight Council 13

8.4 R1 Site Lead 14

8.5 Reliance on Authorized Personnel 14

IX. CONFIDENTIALITY 14

9.1 Prior Non-Disclosure Agreements 14

9.2 Confidentiality of the Services Agreement 14

9.3 Confidentiality. 15

9.4 Good Faith and Cooperation 18

X. PERSONNEL TRANSITION AND BACKGROUND CHECKS 18

10.1 Personnel Transition 19

10.2 Background Checks, Drug Screening and Immunizations of R1 Personnel. 19

XI. CHARGES AND INVOICES 20

11.1 Charges for Services 20

11.2 Invoicing. 20

11.3 Payment of Charges 21

11.4 Incidental Expenses 21

11.5 Proration 21

11.6 Payment Disputes 21

11.7 Compliance with Laws 21

XII. R1 CONTRACTORS 22

12.1 Use of R1 Contractors 22

12.2 New R1 Contractors 22

XIII. R1 FACILITIES AND CENTER OF EXCELLENCE 22

13.1 Use of R1 Facilities 22

13.2 Outsourcing to Offshore Resources 22

13.3 Keeping Security Current 23

13.4 Center of Excellence 23

ii

XIV. THIRD PARTY AGREEMENTS 24

14.1 In-Scope Agreements Managed by or Assigned to R1 24

14.2 Costs of Consents 25

14.3 No Obligation to Breach 25

14.4 Warranty of No Material Breach of In-Scope Agreements 25

14.5 [**] 25

14.6 Rights to In-Source or Terminate 25

XV. INTELLECTUAL PROPERTY AND OTHER MATTERS 26

15.1 Intellectual Property 26

15.2 Incidental IP License 27

15.3 Software and Services License 27

15.4 Intermountain RCO Data 28

15.5 Consent to Use Data Analysis Results 29

15.6 R1 Analytics Data 29

15.7 Access Credentials 30

15.8 Authorization Limitations and Restrictions 30

15.9 Malware 30

15.10 Protection of Access Credentials 30

15.11 Changes to the R1 Technology 31

15.12 Suspension or Termination of Access 31

15.13 Consent to Monitoring 31

15.14 Monitoring by IMH 32

15.15 Replacement of R1 Personnel 32

XVI. BUSINESS CONTINUITY 32

16.1 Recovery Environment and Continuity of Business 32

16.2 Disaster Recovery Plan 33

16.3 Source Code and Development Environment 33

16.4 Rights under the Bankruptcy Code 33

XVII. DATA PRIVACY AND SECURITY 34

17.1 PHI and Data Privacy Policy 34

17.2 Business Associate Agreement 34

17.3 Malware and Security Agreement 34

17.4 Access and Confidentiality Agreement 34

XVIII. COMPLIANCE AND AUDIT MATTERS 34

18.1 Compliance with Intermountain Healthcare’s Standards of Conduct 34

18.2 Compliance 35

18.3 R1 Contractor Compliance 35

[**] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Securities and ExchangeCommission.

iii

18.4 Compliance Programs 35

18.5 Unauthorized Acts 36

18.6 Record Retention 37

18.7 Privilege Issues 37

18.8 Additional Compliance Obligations 38

18.9 Compliance Investigations, Notifications and Reports. 38

XIX. AUDITS AND REPORTING 39

19.1 Audits and Inspections 39

19.2 Reports 40

19.3 Inspection of Servers 41

19.4 SOC 2 Type II Audits and Reports 41

19.5 Pre-Transition Audit 41

XX. DISPUTE RESOLUTION 41

20.1 Compliance with Rights of Cure and Dispute Resolution 42

20.2 Referral of Dispute to Executive Sponsors 42

20.3 Referral of Dispute to the Operations Oversight Council and/or Joint Review Board 42

20.4 Arbitration 42

XXI. INDEMNIFICATION AND LIABILITY 43

21.1 Indemnification by R1 43

21.2 Indemnification by Intermountain Healthcare 43

21.3 Liability Cap 44

21.4 Exception for Wrongful Termination 44

21.5 [**] 44

21.6 Acknowledged Direct Damages 44

XXII. INSURANCE 45

22.1 R1 Insurance Requirements 45

22.2 IMH Insurance Requirements 46

XXIII. TERM AND TERMINATION 47

23.1 Term 47

23.2 Terms of Work Orders 47

23.3 Termination for Cause. 47

23.4 [Intentionally Blank] 48

23.5 Termination for Exclusion from Federal Health Programs, Changes in Law, Adverse Judgments. 48

23.6 Termination for Insolvency 51

23.7 Return or Destruction of RCO Data 52

23.8 Disengagement Services 52


iv

XXIV. GENERAL TERMS OF AGREEMENT 52

24.1 Authority 52

24.2 Survival 52

24.3 Signing Authority 53

24.4 No-Hire 53

24.5 Disclaimers 53

24.6 Record Retention 54

24.7 Force Majeure 54

24.8 Taxes 54

24.9 Assignment 55

24.10 Relationship of Parties 55

24.11 Notice 55

24.12 Severability 55

24.13 No Third-Party Beneficiaries 56

24.14 Amendment 56

24.15 Entire Agreement 56

24.16 Governing Law 56

24.17 Subcontractors 56

24.18 Use of the Intermountain Name. 56

24.19 Appropriate Use 57

24.20 Counterparts and Execution 57


This Amended and Restated Services Agreement is entered into effective as of January 23, 2018 (the “ Effective Date ”),between IHC Health Services, Inc., a Utah non-profit corporation, (“ IMH ” or sometimes referred to as “ Intermountain ”, “Intermountain Healthcare ” or “ Client ”) and R1 RCM Inc., a Delaware corporation, formerly known as Accretive Health, Inc. (“ R1” or sometimes referred to as “ R1 RCM ”). Intermountain Healthcare and R1 are each sometimes referred to herein as a “ Party ”,and collectively, the “ Parties .”

RECITALS

WHEREAS, IMH and R1 previously entered into an Accretive Health Services Agreement (together with all schedules,exhibits, annexes, attachments and amendments thereto, the “ Original Services Agreement ”) effective October 11, 2011 (“ OriginalEffective Date ”);

WHEREAS, IMH desires to procure from R1, and R1 desires to provide to IMH and the IMH Facilities and IMH Providers,the Services as defined and described herein;

v

WHEREAS, R1 met with IMH leadership in developing the framework for furthering the existing revenue cycle relationshipbetween the Parties and during those meetings, R1 made key commitments to IMH through a series of presentations to IMH;

WHEREAS, IMH and R1 have engaged in negotiations, discussions and due diligence that have culminated in the formationof the contractual relationship described in this Services Agreement; and

WHEREAS, IMH and R1 wish to amend and restate in its entirety the Original Services Agreement on the terms andconditions set forth herein.

AGREEMENT

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and validconsideration, the receipt and sufficiency of which are hereby acknowledged, and incorporating the recitals above, the Parties herebyagree as follows:

1

I. DEFINITIONS

1.1 Key Terms . Certain capitalized terms used in this Services Agreement are defined in Exhibit 1.1 hereto, which is incorporatedinto this Services Agreement by this reference.

II. STRUCTURE AND APPROACH

2.1 Services Agreement . The body of this Services Agreement and all exhibits attached hereto and referenced herein (collectively,this “ Services Agreement ”) set forth terms and conditions pursuant to which R1 will render the Services to IMH. Without limitingthe above, this Services Agreement includes each of the following, all of which are incorporated into this Services Agreement by thisreference:

Exhibit 1.1 Definitions

Exhibit 3.1 Services

Exhibit 3.6 Service Levels

Exhibit 3.7 IMH Facility and Provider List

Exhibit 3.7-A IMH Facilities

Exhibit 3.7-B IMH Providers

Exhibit 3.7-C Facilities Managed, but not Owned, by IMH

Exhibit 3.8-1 Form of Work Order

Exhibit 4.1 Transition of Services

Exhibit 6.1 R1 Technology

Exhibit 7.1 IMH Assets to be Made Available to R1

Exhibit 8.1-A Joint Review Board Charter

Exhibit 8.2 Executive Sponsors

Exhibit 8.3 Operations Oversight Council Charter

Exhibit 8.5 Authorized Personnel

Exhibit 9.1 Non-Disclosure Agreements

Exhibit 10.1 Transitioned Employee Terms

2

Exhibit 11.1 Charges for Services

Exhibit 11.1-A Base Fee

Exhibit 11.1-B Incentive Fee

Exhibit 11.1-C Payment Terms

Exhibit 13.2 Outsourcing to Off-Shore Resources

Exhibit 13.2-1 Outsourcing to Off-Shore Resources [**]

Exhibit 14.1 Third Party Agreements

Exhibit 16.1 Recovery Environment and Continuity of Business Requirements

Exhibit 17.4 Access and Confidentiality Agreement

Exhibit 18.8 Additional Compliance Obligations

Exhibit 18.9 Elements for [**] Compliance Report

Exhibit 19.2 [**] Reports and Data Sets

Exhibit 23.8 Disengagement Services

2.2 References to Contract Documents . References to any exhibit or section to this Services Agreement shall include alldocuments subsidiary to such exhibit or section (e.g., Section 11.1 includes Exhibit 11.1-A and 11.1-B , and Exhibit 3.8 includesExhibit 3.8-1 , etc.).

2.3 Transition from Original Services Agreement . This Services Agreement shall become effective and replace the OriginalServices Agreement as of the Effective Date, except as follows:

(a) Services and Charges .

(i) The Services and Charges set forth in this Services Agreement shall only be effective as of the Commencement Dateas further specified in any Exhibits to this Services Agreement. Prior to such time (i.e., the period between theEffective Date and the Commencement Date), the terms of the Original Services Agreement shall govern with respectto services and charges under the Original Services Agreement.

(ii) All determinations of payments due for services rendered under the Original Services Agreement shall be determinedand paid under the payment terms of the Original Services Agreement in effect when such services were delivered.


3

(iii) All determinations relating to services rendered under the Original Services Agreement shall be determined under theapplicable provisions of the Original Services Agreement in effect when such services were delivered.

(b) Employee Transitions . The transition dates for any Transitioned Employees shall be the applicable EmploymentEffective Date for each such Transitioned Employee, as set forth in Exhibit 10.1 .

(c) Third Party Relationships . R1’s responsibility to manage and/or accept assignment of any In-Scope Agreement willonly commence as of the date mutually agreed to by the Parties and set forth in an Exhibit 14.1 (or a subsequentamendment to Exhibit 14.1 ) for such In-Scope Agreement.

(d) Other . If circumstances giving rise to a contractual claim between the Parties continues for a period that starts beforeand ends after the Effective Date, then the claims under the Original Services Agreement and this Services Agreementshall be coordinated and allocated between the Original Services Agreement and this Services Agreement in areasonable manner based on the date of the occurrence of such circumstances.

III. SERVICES AND COVERED IMH FACILITIES AND PROVIDERS

3.1 Services . The Parties hereby agree that, in cooperation with Intermountain Healthcare, R1 will implement the Services forIntermountain Healthcare to improve Intermountain Healthcare’s net revenue, specifically by providing the following services asthey may be amended, supplemented, enhanced, modified or replaced in accordance with this Services Agreement (the “ Services”)”: the services, functions, processes, and responsibilities described or identified in Exhibit 3.1 or elsewhere in this ServicesAgreement. R1’s Services will improve net revenue and reduce the cost to collect through focused attention on operational keyperformance indicators.

3.2 Commencement Date . R1 shall provide each Service during the period beginning upon the Commencement Date and endingon the expiration or earlier termination of the Term, except to the extent that the period of provision of such Service may be extendedfor Disengagement Services under Section 23.8 or by the written agreement of the Parties.

3.3 R1 Responsibility . R1 shall be responsible for the performance of the Services in accordance with this Services Agreementeven if such Services are actually performed or dependent upon services performed by Affiliates of R1 or R1 Contractors.

3.4 Appointment . Intermountain Healthcare hereby appoints R1 as the exclusive provider of the Services for the IMH Facilitiesand IMH Providers that are deemed to be in-scope and R1 accepts such appointment and agrees to provide the Services on the termsand under the conditions stated

4

herein. This exclusive provider appointment is subject to any out-of-scope agreements retained by IMH and any contrary provisionsexpressly set forth in this Services Agreement.

3.5 Competent Performance of Services . R1 covenants that all Services shall be delivered and performed by R1 (and if applicable,its Affiliates and R1 Contractors) in a professional and workmanlike manner by competent personnel having appropriate knowledge,experience and skill and in accordance with all applicable laws, rules and regulations, as more fully set forth in Article XVIII .

(a) R1 represents that it is a trusted service provider who can optimize the revenue cycle of IMH. R1 is committed tobuilding a high performing holistic and differentiated approach through the Services which includes: (i) bringing a robust and provenoperating model leveraging R1 Technology and operating practices which provide increased gains ( as described in Exhibit 11.1-B) ,process standardization, visibility, analytics and accountability; (ii) ability to efficiently manage acute and physician revenue cycleoperations and varying delivery and payment models; and (iii) alignment with IMH strategic imperatives, which include: increasingperformance at lower cost, focused innovation, improved integration of clinical and financial processes and job creation as describedin Section 13.4 .

(b) Through the Services and performance of its obligations under this Agreement, R1 will bring enhanced expertise andcapabilities to Salt Lake City targeting physician practice management, professional billing, and the related revenue cycle support.

3.6 Service Levels and Other Performance Standards . Beginning on the Commencement Date, R1 shall perform the Services soas to meet or do better than the “Service Levels” set forth in Exhibit 3.6 (the “ Service Levels ”).

(a) Multiple Service Levels . If more than one Service Level applies to any particular obligation of R1, R1 shall performin accordance with all applicable Service Levels.

(b) Service Level Defaults . Service Level Defaults shall be addressed by the Parties as set forth in Exhibit 3.6 . If thesame Service Level is not met in multiple Measurement Windows, then there is a corresponding number of ServiceLevel Defaults for that Service Level. For example, if a Service Level is not met in one Measurement Window andthen is subsequently not met in another Measurement Window, then there are two Service Level Defaults even thougheach such default applies to the same Service Level.

3.7 Covered Facilities and Providers . R1 shall provide the Services to the IMH facilities listed on Exhibit 3.7-A (each an “ IMHFacility ” and collectively the “ IMH Facilities ”) and the IMH medical group providers listed on Exhibit 3.7-B (each an “ IMHProvider ” and collectively the “ IMH Providers ”). IMH may add facilities and providers to the IMH Facilities and IMH Providerscovered under this Services Agreement by notice to R1, provided , however , that each such additional facility

5

or provider shall be owned and controlled by IMH unless agreed to by R1 in writing. For any additional IMH Facility or IMHProvider, the Parties will prepare an implementation and transition plan which will allow for a reasonable amount of time for theimplementation and transition of Services to and for the additional IMH Facility or IMH Provider, including reasonable andappropriate implementation fees for any such new facilities or providers if and as those fees are agreed to by the Parties in writing, asdetermined by the Operations Oversight Council within [**] days following R1’s request for such fees. The addition of any IMHFacilities and IMH Providers is subject to an adjustment of Charges pursuant to the terms of Section 11.1 and an adjustment to theService Level obligations of each Party set forth in Sections 3.6 . This Section 3.7 is subject to the Acquisition and DivestitureProcess set forth in Article V below. Exhibit 3.7-C will govern Garfield Memorial Hospital, which is managed, but not owned, byIMH.

3.8 New Services . Without limiting the amendment process set forth in Section 24.14 below, the Parties agree that this ServicesAgreement may be amended to add, remove or change Services, as set forth in this Section 3.8 and substantially the form of WorkOrder set forth in Exhibit 3.8-A (a “ Service Change ”). For purposes of clarity, each such Work Order shall not be effective unlesssigned in writing by each Party and shall only take place on the effective date set forth in such order. The Party proposing a ServiceChange will provide the other Party with a written proposal, describing the proposed change, the anticipated effect that change willhave on this Agreement, any applicable Work Order, Exhibits and/or the Services, and the rationale for such change. No requestedService Change shall be implemented unless and until both Parties have signed the applicable Work Order; provided, however, thatin case of any disagreement between the Parties on approving such Service Change, the same shall be settled through the JointReview Board, and if necessary the dispute resolution procedure set forth in Article XX of this Agreement. The Parties acknowledgethat any addition to, removal of, or changes to the Services may result in additional, decreased or modified fees (except as set forth inthe following sentence) which shall be set forth with specificity in each Work Order or via an amendment within the Work Order tothe fee exhibits attached to this Services Agreement. R1 has no obligation to perform and IMH has no obligation to pay for anyadditional or modified Services absent written agreement by the Parties with respect thereto.

The Parties further agree that it is their mutual intent for the Services to be kept, to the extent practicable, current withadvances in technology, methodology and processes and with revenue cycle industry standards and best practices for IMH’sbusiness. Accordingly, the Parties shall work collaboratively and in good faith to explore opportunities to improve the Services forsuch advances, standards and best practices and implement any changes which are mutually agreed to. R1 will ensure that theServices keep current with Applicable Law during the Term. Without limiting the generality of the foregoing, if any new or changedApplicable Law reasonably requires any addition to, removal of, or changes to the Services reasonably requested by IMH, R1 willcooperate with IMH to implement such addition, removal or change

IV. TRANSITION OF SERVICES


6

4.1 Transition . As part of the transition to the Services, the Parties will comply with a transition work plan that is acceptable toboth Parties (the “ Transition Work Plan ”). The Transition Work Plan is for the transition to the Services and for the transition ofemployees to R1, and should not be confused with any Disengagement Services contemplated under Section 23.8 . The TransitionWork Plan will also include, without limitation, a guiding principles document and a transformation plan. An initial Transition WorkPlan is attached hereto as Exhibit 4.1 . The Parties will work together in good faith to add and agree upon details and clarifications tothe Transition Work Plan and to finalize it. The R1 Executive Sponsor and the Intermountain Healthcare Executive Sponsor willeach have responsibility for managing his or her Party’s personnel and obligations in implementing a successful transition to theServices in accordance with the Transition Work Plan. The Transition Work Plan will anticipate and address employee transitionissues, communication issues, technology transition issues, data and security requirements, third party consents which are required inconnection with the commencement of Services consistent with the Exhibits to this Services Agreement, and to the extent anyExhibits are not completed as of the Effective Date the finalization of such Exhibits will be part of the Transition Work Plan. EachParty shall provide any data and information necessary for the successful completion of the transition. If the Transition Work Planhas any gaps or fails to address any transition service or assistance reasonably needed for a successful transition to the Services or ofthe employees, then the Transition Work Plan will be enhanced and updated to address the gaps or failures as needed for a successfultransition.

4.2 Communication Plan . The Parties agree and understand that the appropriate communication of this transition to the Services iscritical to the success of the initiative outlined in this Services Agreement, and therefore will agree to a communication plan as partof the Transition Work Plan. Accordingly, the Parties agree that the specific elements of the communication plan (e.g., the terms ofany press releases, written communications to IMH’s employees, etc., in each case prior to their release) are ConfidentialInformation of IMH for purposes of, and in accordance with, the confidentiality obligations of Article IX . The Parties willcoordinate any communications in accordance with the communications plan in advance of the formal transition announcement andeach Party will provide a copy of any such communications reasonably in advance of their release for the other Party’s input.Following the formal transition announcement, if a Party believes it is necessary or reasonably advisable to deviate from thecommunications plan, it may do so as long as it follows the communication plan’s main talking points, is made in good faith, and issubject to compliance with SEC regulations or other Applicable Law.

4.3 Alignment with Personnel Transition . It is the Parties’ intent that the initial Transition Services to be provided starting as ofthe Effective Date be aligned with the IMH Personnel Transition Process in Section 10.1 below. IMH will assign certain of itspersonnel, mutually agreed to by R1, as designated “change champions” who will assist the Parties with certain tasks designed toenable a successful transfer of Transitioned Employees. The identity of the “change champions” and details of such assistance willbe mutually determined by R1 and IMH at least [**] days prior to the Commencement Date. R1 will not require any changechampion to expend more than [**] of his or her working time on such assistance.


7

V. ACQUISITIONS AND DIVESTITURES

5.1 Acquisitions.

(a) IMH shall promptly notify R1 after IMH or any IMH Affiliate acquires any new hospital, medical group or other health careprovider entity (each a “ Potential Recipient ”). There is no obligation to notify R1 until after the acquisition is publiclyannounced by IMH, but IMH may provide an earlier notification. After such notification to R1, then Subsections 5.1(b) and5.1(c) will apply. If notification is given prior to the public announcement of the acquisition, then R1 will keep informationabout the acquisition strictly confidential until the information becomes publicly known.

(b) If IMH, or an IMH Affiliate if applicable, acquires a Potential Recipient that is performing for itself (or has an Affiliateperform for it) Similar Services, then promptly after such acquisition is closed and, solely in the case of such an acquisition,subject to any restrictions imposed as part of the terms of the acquisition that cannot be cured or removed using commerciallyreasonable efforts, IMH, or if applicable an IMH Affiliate, and R1 shall use their respective commercially reasonable effortsto transition such Similar Services to R1 and amend this Services Agreement as needed to reflect the change. [**]

(c) If IMH or such IMH Affiliate acquires a Potential Recipient that is at the time of the acquisition receiving Similar Servicesfrom an unaffiliated third party under a contract with that third party, then such Potential Recipient may continue receivingsuch Similar Services from the third party (or its successor, if any) until the earlier of (A) the expiration or termination ofsuch contract, without any termination fee or expenses or other adverse consequences, and (B) the time, if any, that ismutually agreed upon by IMH and R1. Notwithstanding the foregoing, R1 may require that such Potential Recipientterminate such contract with such third party and commence receiving the applicable Services under the terms of thisServices Agreement, provided that there is a pre-existing right to terminate for convenience under the applicable contract,and provided further that R1 shall [**] any and all early termination charges and expenses under the applicable contract andany other reasonable costs and expenses of the transition as a result of such termination. In the event that the contractincludes any services that are not Similar Services or includes any license or right that is not the same or substantially thesame as any license or right under this Services Agreement, then any obligation to terminate under this paragraph will notrequire any termination of the contract that would adversely impact the Potential Recipient with respect to any such servicesthat are not Similar Services or any such license or right. But IMH will attempt to terminate the services that are SimilarServices consistent with the first two sentences of this paragraph, provided that this does not affect any other services, licenseor rights under the contract.

5.2 Divestitures . If IMH or an IMH Affiliate sells or divests (to an unaffiliated third party) an IMH Facility or IMH Provider thatis then-currently receiving Services, IMH shall provide R1 with


8

no less than [**] days’ notice prior to the closing of such sale or divestiture (or such shorter period as may be required by applicableLaw) (the “ Required Divestiture Election Notice Period ”). R1 will keep information about the divestiture strictly confidential untilthe information becomes publicly known.

(a) Divestiture Options. That notification (the “ Divestiture Election Notice ”) shall set forth such divested or sold IMHFacility’s or IMH Provider’s decision to proceed under either (i) or (ii) below:

(i) continue receiving Services from R1 under the terms of this Services Agreement for up to one (1) year afterthe closing of such sale or divestiture (the “ Interim Service Period ”), after which time it must renegotiate newterms with R1 in order to continue receiving Services (otherwise its right to receive Services under thisServices Agreement and any Software and Services License shall expire, subject to its receipt ofDisengagement Services, pursuant to Section 23.8 ), and further subject to:

(A) Such divested or sold IMH Facility or IMH Provider (or the acquirer thereof) entering into awritten agreement with R1 whereby such IMH Facility or IMH Provider (or acquirer, as the case maybe) agrees to abide (or, in the case of the acquirer, cause the IMH Facility or IMH Provider to abide)by the terms and conditions of this Services Agreement applicable to the IMH Facility or IMHProvider during the Interim Service Period.

(B) During the Interim Service Period, such IMH Facility or IMH Provider (or acquirer, as the casemay be) will be required to pay [**] is not paid and notice of nonpayment is given and then not curedwithin [**]of notice, then R1 may terminate Services to the sold or divested IMH Facility or IMHProvider.

(C) IMH will not be liable for any failure by such IMH Facility or IMH Provider (or acquirer, as thecase may be) to abide by those terms and conditions or to make such payments – i.e., IMH does notguarantee their compliance with this Services Agreement after the sale or divestiture.

OR

(ii) terminate the provision of Services by R1 to such IMH Facility or IMH Provider (or acquirer, as the case maybe) as of the date of consummation of the sale or divestiture, subject to its receipt of Disengagement Services,pursuant to Section 23.8 . IMH shall provide R1 with prompt written notice


9

of the consummation of such sale or divestiture of such IMH Facility or IMH Provider under this clause (ii).

(iii) However, if IMH does not provide the Divestiture Election Notice within the Required Election Notice Period,IMH shall be deemed to have elected to proceed under clause (ii) above.

5.3 Divestiture to an Affiliate . If IMH sells or divests any IMH Facility or IMH Provider to an Affiliate, (i) IMH shall provide R1with prompt written notice of such sale or divestiture, and (ii) such IMH Affiliate shall continue receiving Services from R1 for suchIMH Facility or IMH Provider after the closing of such sale or divestiture for the remainder of the Term and IMH shall ensure thatthe terms and conditions of this Services Agreement continue to apply thereto.

5.4 Divestiture of all IMH Facilities and IMH Providers . If all of the then-current IMH Facilities and IMH Providers are sold ordivested by Intermountain to an unaffiliated third party, then this Services Agreement will terminate unless IMH assigns thisAgreement to the acquirer of the IMH Facilities and IMH Providers in accordance with Section 24.9 below.

VI. TECHNOLOGY

6.1 R1 Technology . In connection with the implementation of its revenue cycle operating model, and in a collaborative fashionwith Intermountain Healthcare, R1 will deploy its management staff, subject matter experts, “ R1 Technology ” set forth in Exhibit6.1 and operating methodology. R1 will provide IMH with a new front-end revenue cycle solution by the end of [**]. R1 will ensurethat the new front-end revenue cycle solution does not adversely affect the Service Levels. For clarification, the definition of R1Technology does not include any invention, work of authorship, data, knowledge, information, idea, or intellectual property ofIntermountain Healthcare or any of its Affiliates. R1 may update the R1 Technology listed in Exhibit 6.1 upon written notice to IMHto reflect the then-current R1 technology and methodology, provided , however , that such update right is not intended to and shallnot be interpreted to permit R1 to unilaterally reduce the Services to be provided by R1 under this Services Agreement.

6.2 IMH IT Obligations . The Parties acknowledge that IMH has in place various hardware or software products, or hardware orsoftware configurations, as of the Effective Date which are used for revenue cycle management as of the Effective Date (“ ExistingSystems ”). R1 agrees that IMH may change the Existing Systems in its discretion at any time. IMH will work with R1 and keep R1informed of any anticipated changes to Existing Systems to the extent that those changes may impact the Services. The Parties willwork together to reasonably resolve any impact by such changes on the Services, including planned replacement dates and schedulesand conflicts with a migration event or system change planned by R1. If any such changes result in a material decrease infunctionality, efficiency, quality or other significant negative effect as compared to Existing Systems or reasonably would require R1to take efforts to interface with the new or modified IMH hardware or software outside of ordinary course upgrades andconfigurations, the Parties shall enter into a


10

Work Order to compensate R1 for such efforts. IMH shall work together with R1 with respect to such changes in order to ensure thecontinuity of the Services during the Term, including consultation with R1 and consideration of any input from R1 in connectionwith any such changes on a continuous basis. IMH will use commercially reasonable efforts to notify R1 at [**] in advance of anymaterial changes to Existing Systems in writing (which, for the avoidance of doubt, may be given by email communication and shallnot require formal notice under Section 24.11 ).

VII. RESOURCE NEEDS AND ASSETS

7.1 Assets to be made Available to R1 . For Authorized Space (as defined in Section 7.2 ), the Parties will agree on a list ofIntermountain Healthcare’s tangible assets (e.g., office equipment, but not software) to be made available by IntermountainHealthcare to R1 for use in the delivery of the Services, and may not be used by R1 for any other purpose. The list will beincorporated into this Services Agreement as Exhibit 7.1 . Intermountain Healthcare will be responsible for securing all consents, ifany, required in order for R1 to access and use these Intermountain Healthcare tangible assets as may be reasonably required by R1in connection with the delivery of the Services, including for the deployment and utilization of R1 Technology. IntermountainHealthcare will be responsible for the maintenance, repair and replacement of these tangible assets, in their normal/customary cycle.R1 acknowledges that Intermountain Healthcare’s obligations under this Section are limited to Intermountain Healthcare using itscommercially reasonable efforts, and that Intermountain Healthcare may be unable, or it may be commercially impractical, to obtainthe consents required under this Section. If it is not practicable or commercially reasonable to obtain a consent, IntermountainHealthcare will not be liable for any failure to obtain the consent and the corresponding asset may be withheld from R1.

7.2 Occupation of Intermountain Healthcare Space . Intermountain Healthcare hereby grants to R1 permission to occupy thoseareas within Intermountain Healthcare’s facilities as may be agreed upon by the Parties from time-to-time (“ Authorized Space ”).Initially, Authorized Space includes the areas in the IMH Facilities where R1 personnel need to be located for purposes of theServices. Authorized Space does not include any area within a facility or location leased or subleased to R1 or its Affiliate under aformal written lease or sublease. From time-to-time, Intermountain Healthcare may relocate Authorized Space to other areas asreasonably designated by it, provided that such other locations are substantially similar to those locations as have been agreed to byIMH and R1 previously. To the extent not occupied by R1 as of the Effective Date, the “move in” times will be on a mutuallyagreeable and reasonable schedule and will not interrupt other operations of those facilities. Intermountain Healthcare agrees to makeall existing phone and data access lines in existence on the date hereof at the Authorized Space (or replacement or substitute lines)available to R1 personnel at the Authorized Space for their use in delivering the Services throughout the term of this ServicesAgreement, at no cost to R1 (those costs will not be included in the Base Fee calculation). The Authorized Space and such lines willonly be used by R1 to perform Services under this Services Agreement and are not for any other purpose. Intermountain Healthcareagrees to provide necessary utilities and maintenance services for these areas in the Authorized Space at


11

no cost to R1 (those costs will not be included in the Base Fee calculation). Adjustments (including substitutions) of these areas willbe made from time to time at Intermountain Healthcare’s reasonable request. Any areas or lines for the “Utah Center of Excellence”will be if and as agreed to by the Parties in writing.

7.3 Access to Areas . During the Term of this Services Agreement, Intermountain Healthcare shall grant R1 personnel reasonableand mutually agreed upon access to the Authorized Space referred to in Article VII . Intermountain Healthcare shall provide allnecessary keys and access cards to R1 employees to assure them of this access. R1 and its personnel shall honor all IntermountainHealthcare policies, guidelines and requests regarding the use of or access to these areas or facilities and restrictions regarding accessto those portions of the facilities which are not Authorized Space occupied by R1. Such policies, requests, guidelines and restrictionsmay, without limitation, relate to safety, security, or health, and will be provided to R1. Occupation and use of these areas by R1must not interfere with the other operations of the facilities, including the delivery of healthcare services or the well-being ofpatients.

7.4 Additional Space . During the Term of this Services Agreement, Intermountain Healthcare may make available to R1 suchadditional Authorized Space as may be reasonably necessary to perform the Services in an efficient, economical and effectivemanner. Requests for additional Authorized Space will be evaluated by the Operations Oversight Council, which will take intoaccount availability and other considerations, and shall be reviewed by the R1 Site Lead and the Intermountain Healthcare ExecutiveSponsor, and shall not subject Intermountain Healthcare to additional expense (i.e., R1 will cover the additional expense) and willonly be provided if and as mutually agreed by the Parties in writing.

7.5 Intermountain Healthcare to Supply Data, Information, and Access to Computer System and Network . IntermountainHealthcare shall be responsible for supplying R1 with: (a) all data and information of Intermountain Healthcare reasonably requiredby R1 to perform the Services and measure the benefit of the Services in accordance with the terms of this Services Agreement (butthis will not require Intermountain Healthcare to breach any agreement with or obligation to a third party or to violate any law,regulation or order of a court or government agency) and (b) all access to IMH’s computer systems and network reasonably requiredby R1 to provide the R1 Technology to Intermountain Healthcare or to perform and measure the Services, but to the extent that suchcomputer systems are located at, and network access is from, areas other than Authorized Space, then the responsibility and costs ofproviding such access shall be at R1’s expense (and does not require Intermountain Healthcare to provide or purchase any additionalcomputer systems or equipment), and (c) the maintenance and support of those computer systems located at the Authorized Spacereferred to in (b) that are used to maintain the data and information and any agreements with third parties regarding the maintenanceor support of those computer systems.

7.6 Third Party Software . Use by R1 personnel of any third party computer software installed on IMH equipment to be used byR1 must not breach any agreement with the third party or infringe

12

any third party intellectual property. During the transition period the Parties will identify the third party software licenses andagreements that are applicable to use of the software by RI personnel at Authorized Space. The Parties will cooperate to obtain forR1 such rights as may be needed for use of the software at Authorized Space. This may be accomplished through assignment oflicenses, agreements, sublicenses, expansion of license scope to cover R1 personnel, and/or any other legitimate means.

7.7 Vendor Access Program . All of R1’s personnel entering any Intermountain facility must comply with Intermountain’sSupplier Access Program. This program may require R1’s personnel to check in with Intermountain on each visit to anIntermountain facility to receive an identification badge for clinical areas; and as applicable, log onto www.reptrax.com andcomplete the registration requirements.

VIII. GOVERNANCE AND RELATIONSHIP MANAGEMENT

8.1 Joint Review Board and Sponsors . In order to assure that the spirit of cooperation and mutual interest which have led to thisServices Agreement between the Parties continues, the Parties will establish a “Joint Review Board” that will be charged withresponsibility for oversight of this strategic relationship. The Joint Review Board will include two (2) representatives of each Party.The Joint Review Board’s activities will be governed by its charter attached hereto as Exhibit 8.1-A , which sets forth the membersof the Joint Review Board as of the Effective Date, the replacement process for members and other matters, including voting anddecision making authority. In the event of any conflict between this Agreement and the charter, this Agreement will govern. [**]. Inthe event of any other tied vote by the Joint Review Board, the Parties will use the dispute resolution process described in ArticleXX, below.

8.2 Executive Sponsors . Each Party shall designate an executive sponsor who shall be responsible for managing the relationshipbetween the Parties as it relates to the implementation and execution of this Services Agreement on an ongoing basis (“Intermountain Healthcare Executive Sponsor ” and “ R1 Executive Sponsor ”, respectively, each an “ Executive Sponsor ” andcollectively the “ Executive Sponsors ”). Each Party’s respective Executive Sponsor as of the Effective Date is set forth in Exhibit8.2 which Executive Sponsor may be replaced by the Party who designated such Executive Sponsor with another executive withequal or greater responsibility within such Party’s organization, upon written notice to the other Party at its discretion and whichnotice shall be deemed to amend such Party’s Executive Sponsor listed in Exhibit 8.2 .

8.3 Operations Oversight Council . In addition to and without limiting the powers and responsibilities of the Joint Review Board,the Parties hereby establish an Operations Oversight Council with the authorities and responsibilities set forth in its charter at Exhibit8.3 . In the event of any conflict between this Agreement and the charter, this Agreement will govern. In the event of any tied voteby the Operations Oversight Council, the final decision will be made by the Joint Review Board.


13

8.4 R1 Site Lead . In addition to the R1 Executive Sponsor, R1 shall designate an individual to be responsible for day-to-dayoversight of R1’s responsibilities under this Services Agreement (the “ R1 Site Lead ”).

8.5 Reliance on Authorized Personnel . In performing their respective obligations under this Services Agreement, each Party andits employees and representatives shall have the right to rely on routine instructions, authorizations and approvals provided to it byauthorized personnel of the other Party. The authorized personnel of a Party shall be designated by the Party in writing, and aresubject to change from time to time by providing advance written notice to the other Party. The initial authorized personnel forIntermountain Healthcare and R1 will be listed in Exhibit 8.5 , which may include listing of personnel by title instead of name. Ifeither Party lists personnel by title instead of name, it shall provide a list of names associated with such titles as of the Effective Dateand promptly update such list in the event of any changes during the Term. The authorized personnel of a Party do not have anyauthority under this Section to amend this Services Agreement or any other agreement between the Parties or to enter into anycontract on behalf of a Party. However, if any such personnel have authority independent of this Section to enter into amendments orcontracts on behalf of a Party, then the foregoing sentence does not negate or limit that authority. In addition to the authorizedpersonnel identified under this Section 8.5 , it is understood that the administrator, or his or her designee, of any IMH hospital, homehealth agency, rehabilitation agency (or any other provider type specified under the Medicare statute that becomes in-scope underthis Agreement) or any other type of health care supplier (including physician locations) has the legal authority to direct in writingany action necessary for compliance with Medicare Conditions of Participation, conditions of coverage, or regulations applicable tothe provider or IMH health care supplier. IMH shall be responsible for any actions taken by R1 personnel in compliance with suchdirections that are documented in writing. Accordingly, R1 personnel (including any sub-contractor personnel) shall comply with thedirections of such administrators or their designees, pending resolution of any disputes related to such directions under thegovernance provisions of Sections 8.1 , 8.2 and 8.3 , as applicable.

IX. CONFIDENTIALITY

9.1 Prior Non-Disclosure Agreements . The non-disclosure agreements between the Parties listed in Exhibit 9.1 (each an “ NDA ”)only apply to information first disclosed by one Party to the other Party prior to the Effective Date of this Services Agreement. TheConfidential Information first disclosed by one Party to the other Party on or after the Effective Date will be governed by theconfidentiality provisions of this Services Agreement. Any confidentiality provisions in any other formal written agreementsbetween the Parties will be apply to information disclosed under those agreements and not this Services Agreement.

9.2 Confidentiality of the Services Agreement . The Parties will keep the details of this Services Agreement confidential.Notwithstanding the foregoing, the Parties acknowledge and agree that

14

from time to time after the date hereof, it may be necessary or advisable for one or both of the Parties to disclose the terms andconditions of this Services Agreement to one or more third parties, including, without limitation, auditors, legal and tax advisors,accountants, investors, lenders, and acquirers, or when required by law, government regulation, the rules of any exchange on whichthe securities of a Party are listed, traded or qualified for trading, or when ordered or requested by a court or government agency. Asa result, in any such case, a Party may disclose the terms and conditions of this Services Agreement, but only as reasonablynecessary and, to the extent reasonably possible, only on a confidential basis, unless such basis is not legally permissible. In addition,each Party agrees to disclose such terms and conditions only to its personnel with a need to know or as otherwise required byapplicable law or government regulation or by order of a court or government agency, and to take all appropriate steps to assure thatthose personnel understand the importance of this strict confidentiality and comply therewith. To the extent practicable and legallypermissible, a Party (the “first Party”) will provide prompt notice of any legally required disclosure to the other Party and usecommercially reasonable efforts to obtain a protective order or otherwise prevent any such public disclosure or otherwise seekconfidential treatment of this Services Agreement, in which case the first Party shall only disclose this Services Agreement to theextent that it is advised by its counsel in writing that it is legally bound to disclose under such legal requirement. Notwithstandingthis Section 9.2 , either Party may make general disclosures to others about the existence of this Services Agreement and the natureof the relationship of the Parties, which does not otherwise reveal any of the Confidential Information of the other Party – forexample IMH may disclose to others that it is receiving the Services from R1 and may describe those Services.

9.3 Confidentiality.

(a) Confidential Information . In connection with this Services Agreement (or any of the other agreements identified inSection 24.15 , other than the NDA) or its performance, one Party (the “ Receiving Party ”) may learn, discover orhave disclosed to it information from or about the other Party (the “ Disclosing Party ”) or its business, finances,plans, operations, software, computer systems, data, or networks. All information identified by the Disclosing Party asproprietary or confidential, or that is of a nature that it should reasonably be considered as proprietary or confidential(including, without limitation, Intellectual Property of a confidential nature such as a trade secret), shall be“Confidential Information” and shall not be disclosed by the Receiving Party to any third party without the expresswritten consent of the Disclosing Party. Confidential Information does not include (1) anything that is publicly knownor generally known in the industry or profession of either Party, or (2) anything that is known to the Receiving Partyprior to the time of first disclosure thereof by the Disclosing Party to the Receiving Party, as shown by the ReceivingParty’s records or other credible evidence. Confidential Information will cease to include (3) anything that becomespublicly known or generally known in the industry or profession of either Party through no fault of the receiving Partyor its personnel, (4) anything that is lawfully disclosed by a third party (who did not receive the

15

information directly or indirectly from the Disclosing Party) to the Receiving Party on a non-confidential basis, or (5) anything lawfully created by or for the Receiving Party without reference to or use of any ofthe Disclosing Party’s Confidential Information. The requirements for consent in the second sentence of thisSubsection (a) and for authorization in the first sentence of Subsection 9.3(b) do not apply to a disclosure by R1 ofIntermountain Healthcare’s Confidential Information to an R1 Contractor as needed for the performance of Services,provided that R1 and the R1 Contractor comply with Section 18.3 and Section 24.17 .

(b) Protection of Confidential Information . Each Party agrees that it will: (i) treat as confidential all ConfidentialInformation of the other Party, and (ii) not disclose or use the other Party’s Confidential Information except asexpressly set forth herein or otherwise authorized by the Disclosing Party in writing. These restrictions do not applyto any disclosure required by applicable law or government regulation or by an order of a court or governmentagency; provided, however, that the Disclosing Party is provided with reasonable advance notice of such disclosureand thereafter the Receiving Party cooperates with any reasonable request of the Disclosing Party (at the DisclosingParty’s expense) to obtain a protective order or to otherwise protect the Confidential Information (unless theReceiving Party is prohibited by law or by order of a court or government agency from giving such notice to theDisclosing Party).

(c) Injunctive Relief . Failure on the part of Receiving Party to abide by this Section 9.3 will cause the Disclosing Partyirreparable harm for which damages, although available, will not be an adequate remedy at law. Accordingly, theDisclosing Party has the right to seek preliminary and permanent injunctions to prevent any threatened or actualviolations of this Section 9.3 in addition to all other available and applicable remedies.

(d) Consultants . Intermountain Healthcare may disclose R1’s Confidential Information to Intermountain Healthcare’sconsultants, vendors, service providers, licensors, and other contractors (“ Consultants ”) as reasonably needed oruseful in connection with any services or solutions that any Consultants provide to Intermountain Healthcare.However, in each such case, the following will apply:

(i) the disclosure of R1’s Confidential Information will be limited to that which is reasonably needed or useful forthe services or solution to be provided by the Consultant to Intermountain Healthcare;

(ii) the Consultant must agree in writing to keep the Confidential Information confidential and to not use theConfidential Information for any purpose other than services or solutions for Intermountain Healthcare (and ifthe Consultant is a competitor of R1 as described in subsection (d)(iv) below, then

16

Intermountain Healthcare will (x) promptly notify R1 of any such disclosure ofConfidential Information to such Consultant, and (y) use commercially reasonable efforts to make R1 a thirdparty beneficiary in such written agreement with respect to the Consultant’s obligations described at thebeginning of this sentence);

(iii) if a Consultant breaches the obligations described above, Intermountain Healthcare will enforce thoseobligations against the Consultant and will cooperate with the reasonable requests of R1 in enforcing thoseobligations against the Consultant;

(iv) Intermountain Healthcare shall not provide to any Consultant known by Intermountain Healthcare (at the timethe materials are disclosed) to be a competitor of R1 with respect to the Services, any access (either directly orindirectly, such as providing such information to allow for replication) to Restricted Materials. The term “Restricted Materials ” means R1’s software, source code, screen shots generated by that software, toolconfiguration documents, reports generated by that software, the specific analytics embodied in that software,user documentation for that software, and binders containing the proprietary Standard Operating Procedures(i.e., “ SOPs ”) of R1 for revenue cycle operations, in each case as provided by R1 to IntermountainHealthcare. R1 will keep Intermountain Healthcare informed of the names of these competitors to which thisSubsection (d)(iv) applies; and

(v) It is agreed that [**] do not apply to [**].

(e) Incidental and Permitted Disclosures . Nothing herein prohibits (and Section 9.3(d) ) does not apply to) any use byIntermountain Healthcare or its Affiliates of any technology or R1’s Confidential Information as licensed or permittedby this Services Agreement or any incidental disclosure that reasonably occurs in connection with such licensed orpermitted use or in the ordinary course of business (with the understanding that this sentence does not extend theduration or term of any license granted under this Services Agreement). By way of non-limiting example, screendisplays generated by licensed software may be visible to patients and visitors to Intermountain Healthcare’s hospitalsand clinics, and reports and other output generated by licensed software may be given to others as necessary orrequired in the ordinary course of business. Intermountain Healthcare makes limited disclosures of its operations,methods and practices to others and such limited disclosures may include incidental disclosures or disclosures of ageneral (i.e., not detailed nature) relating to R1’s Confidential Information, and therefore are permitted. Disclosures ofR1’s Confidential Information to auditors, accountants and professional advisors


17

may be made by Intermountain Healthcare for legitimate purposes as needed in accordance with Section 19.1(“Audits and Inspections”).

(f) Patient Safety Information . Notwithstanding anything in this Services Agreement or any other agreement of theParties to the contrary, Intermountain Healthcare is under no obligation to suppress or refrain from disclosing orpublishing any Patient Safety Information. “ Patient Safety Information ” means information that in the reasonablejudgment of Intermountain Healthcare should or must be disclosed to others for the safety or wellbeing of the publicor of any present or future patients of Intermountain Healthcare or any other health care providers or for any otherethical reasons.

(g) Other Agreements . Nothing in this Section or elsewhere in this Services Agreement negates, limits or affects theBAA (as defined in Section 17.2 ), the Malware and Security Agreement (as defined in Section 17.3 ) or the Accessand Confidentiality Agreement (as defined in Section 17.4 ), or excuses any breach of any of these agreements.

(h) Return or Destruction of Confidential Information . Upon the later to occur of expiration or termination of this ServicesAgreement or any Disengagement Services, for any reason whatsoever, each Receiving Party shall ensure that it, its Affiliates andtheir respective authorized representatives shall, to the extent reasonably practicable, return to the Disclosing Party or destroy, uponrequest, all Confidential Information of the Disclosing Party that is in written or electronic form (including destroying allConfidential Information from any computer, server or other device containing such Confidential Information) and confirming thesame in writing within [**] days of the notice described below, other than Confidential Information archived in the ordinary courseof business on electronic storage systems or media, or retained pursuant to a bona fide document retention policy, or as required byApplicable Law, which retained Confidential Information shall continue to be Confidential Information and subject to the otherterms hereof. The Disclosing Party shall use reasonable efforts to identify with a reasonable level of specificity its ConfidentialInformation that is subject to this obligation of return or destruction in its request to assist the Receiving Party with such obligation.This Subsection will not come into effect until the Disclosing Party gives notice after this Services Agreement expires or otherwiseterminates that the Disclosing Party expects the Receiving Party to comply. This Section is subject to Section 15.2 .

9.4 Good Faith and Cooperation . The Parties agree to cooperate in good faith regarding the fulfillment of their respectiveresponsibilities under this Services Agreement recognizing that their mutual cooperation and good faith are essential to the successof their relationship and the achievement of the business objectives that are basis of this Services Agreement.

X. PERSONNEL TRANSITION AND BACKGROUND CHECKS


18

10.1 Personnel Transition . Terms (including Commencement Date) applicable to Transitioned Employees are set forth in Exhibit10.1 , including various Employment Effective Dates.

10.2 Background Checks, Drug Screening and Immunizations of R1 Personnel.

In addition to the Vendor Access Program of Section 7.7 , R1 agrees to the following:

R1 will ensure that any of its personnel (employees and subcontractors) working in an Intermountain Healthcare facility willhave:

(a) Submitted to and successfully passed a standard SAM 5 drug screen;

(b) Passed a criminal background check and is not listed on the sex offender website(http://www.nsopw.gov/Core/Portal.aspx?AspxAutoDetectCookieSupport=1) or any successor website thereto;

(c) Obtained appropriate immunizations as described below; and

(d) Completed all necessary training on Intermountain Healthcare policies and procedures (such training to be decidedupon by the Parties as part of the transition to the Services).

R1 will ensure that any of its personnel (employees and subcontractors) working in an Intermountain Healthcare facility:

(i) Is immune to measles, mumps and rubella, as demonstrated either by:

(1) Showing proof that they have had two (2) Measles-Mumps-Rubella (MMR) immunizations; or

(2) Submit to Intermountain Healthcare testing (positive antibody titer) to show Intermountain Healthcarethey are immune.

(ii) Has been screened for tuberculosis. Initial testing should be a two step tuberculin skin test (intradermal PPD)or a one-time BAMT (blood test). R1 will ensure that any R1 personnel who is PPD+ has had an adequatework-up for tuberculosis and is currently not communicable. (Chest x-ray report, physician or healthdepartment written note).

(iii) Has completed a three (3) dose series of Hepatitis B vaccine if working directly with patients or body fluidspecimens. Has provided documentation of Hepatitis B surface antibody results although routine Anti-HBstesting is not recommended if titer was not obtained 1 - 2 months after original vaccine series.

19

(iv) Is immune to Varicella (Chickenpox). R1 will ensure that such immunity has been demonstrated by R1personnel providing verification of one of the following:

(1) Having had the disease (parent or R1 personnel may confirm history of the disease);

(2) Documentation of 2 doses of Varicella vaccine given at least 28 days apart; or

(3) Positive titer.

(v) Has been immunized with one dose of Tdap.

(vi) Has been immunized with the current, annual influenza vaccine on a yearly basis.

R1 agrees to provide documentation and attestation of compliance with this Section 10.2 for each R1 personnel promptlyupon request by Intermountain Healthcare and at least [**].

These requirements and this Section 10.2 may be revised as mandated by the CDC or, in the case of revisions byIntermountain Healthcare, upon reasonable written notice to R1. Such revised requirements and Section shall become bindingupon and adhered to by the Parties on and after the effective date as designated by the CDC or, in the case of an effective datedesignated by Intermountain Healthcare, upon reasonable written notice to R1.

Nothing herein requires IMH to provide any vaccinations or immunizations or other healthcare services.

XI. CHARGES AND INVOICES

11.1 Charges for Services . The Charges for the Services are set forth in Exhibit 11.1 and include base and incentive feecomponents.

11.2 Invoicing.

(a) Invoicing Terms . Invoicing terms for Charges are set forth in Exhibit 11.1 .

(b) Credits . To the extent a credit may be due to IMH pursuant to this Services Agreement, R1 shall provide IMH withan appropriate credit against amounts then due and owing; if no further payments are due to R1, R1 shall pay suchamounts to IMH within [**] days of the credit becoming due and payable.

(c) Currency . Unless otherwise specified in Exhibit 11.1 , Charges for all Services shall be invoiced and paid in UnitedStates Dollars.


20

11.3 Payment of Charges . In consideration of R1’s performance of the Services, IMH shall pay R1 the applicable Charges. R1acknowledges and agrees that there are no separate or additional costs, expenses, charges, fees or other amounts to be paid to R1 forsuch Services. R1 shall continually seek to identify methods of reducing such Charges and will notify IMH of such methods and theestimated potential savings associated with each such method.

11.4 Incidental Expenses . R1 acknowledges that, except as expressly provided otherwise in this Services Agreement, expensesthat R1 incurs in performing the Services (including management, travel and lodging, document reproduction and shipping, andlong-distance telephone) are included in the Charges and are not separately reimbursable by IMH unless IMH subsequently agrees inwriting in advance to reimburse R1 for such expenses.

11.5 Proration . Charges under this Services Agreement shall be prorated for any partial year during the Term as more specificallyset forth in Exhibit 11.1 .

11.6 Payment Disputes . In the event of a good faith dispute between the Parties regarding any fees or other payments payable byone Party (the “ Paying Party ”) to the other Party (the “ Other Party ”) under this Services Agreement (including any of its Exhibits),the Paying Party shall notify the Other Party of the dispute promptly in writing and any payment dispute shall be reviewed by the R1Executive Sponsor and the Intermountain Healthcare Executive Sponsor who shall work, in good faith, to resolve the issue promptly.If such payment dispute has not been resolved within [**] days of referral to the R1 Executive Sponsor and the IntermountainHealthcare Executive Sponsor, the Parties shall refer the dispute to the Joint Review Board for resolution in accordance with Section20.3 .

(a) The Paying Party shall not withhold any undisputed amounts of the fees or other payments. Any fees or payments thatare disputed, but made, by the Paying Party (e.g., on a disputed invoice) shall be deemed to be made under protestwith a reservation of rights by the Paying Party and without prejudice to its position, claims or defenses.

(b) Each Party agrees to continue performing its obligations under this Services Agreement while any dispute is beingresolved unless and until such obligations are terminated by the termination or expiration of this Services Agreementplus any extension attributable to Disengagement Services under Section 23.8 .

11.7 Compliance with Laws . In the event that IMH’s legal counsel, upon consultation with R1’s legal counsel, reasonablydetermines that the methods for determining the Charges payable to R1 by IMH may violate any Healthcare Law or any otherApplicable Law, the Parties shall, in good faith, determine an alternative method for determining such Charges that preserves thesame economic benefits to R1 and IMH without such violation.


21

XII. R1 CONTRACTORS

12.1 Use of R1 Contractors . R1 may engage R1 Contractors (as subcontractors) to perform all or any portion of R1’s duties underthis Services Agreement, provided that: (a) each R1 Contractor agrees in writing to be bound by confidentiality obligations at least asprotective as the terms in this Services Agreement regarding confidentiality, (b) R1 remains responsible and liable for theperformance, negligence, misconduct and breach of or by such R1 Contractor, (c) R1 remains responsible for ensuring thatobligations with respect to the standards of Services set forth in this Services Agreement are satisfied with respect to any Servicesprovided by such R1 Contractor and (d) R1 shall require each R1 Contractor to comply with all applicable terms of this ServicesAgreement, including but not limited to audit, privacy and data security and compliance provisions.

12.2 New R1 Contractors . Any new R1 Contractors (i.e., those who have not been used by R1 in connection with the servicesunder the Original Services Agreement prior to the Effective Date), shall be selected by R1, subject to prior consultation within theOperations Oversight Council. The Operations Oversight Council may provide input into the selection of New R1 Contractors andshall not have authority to waive privacy, data security and compliance requirements for any proposed New R1 Contractor that doesnot meet all such requirements, but IMH may grant such waiver pursuant to IMH’s policies, procedures and privacy, security andcompliance practices. Any such waiver must be agreed to by the Parties in writing.

XIII. R1 FACILITIES AND CENTER OF EXCELLENCE

13.1 Use of R1 Facilities . For purposes of clarity, R1 may utilize any of its or its Affiliates facilities located within the continentalUnited States to provide the Services. As used herein, the term “offshore” means outside of the continental United States. Withoutlimiting any other provisions of this Article XIII , in the event that R1 determines to change any of its facilities used to provide theServices it will provide IMH with written notice of such change within [**] days of the change. Subject only to Section 13.2 , allServices and all “at rest” storage of Intermountain RCO Data by R1 must be within the continental United States.

13.2 Outsourcing to Offshore Resources [**] . R1 may utilize its or its Affiliates’ personnel located in India and listed in Exhibit13.2 to provide any of the Services identified in Exhibit 13.2 , or components thereof, provided that no Intermountain RCO Data is“transferred” to India, and further provided that [**]. For clarification, Intermountain RCO Data displayed, accessed, modified orprocessed through remote desktop virtualization methods or other secure remote systems access where the remote user’s access toIntermountain RCO Data prevents and does not include printing, copying or saving Intermountain RCO Data to offshore data storagedevices in the performance of Services will not constitute a “transfer” of such data. Access to Intermountain RCO Data by R1’s or itsAffiliates’ personnel in India will otherwise be provided using remote desktop virtualization or other secure remote systems accessmethods that provide the ability to read, write and otherwise process such data, but not print, copy, or save such data offshore. R1and its Affiliates and its and their personnel located in India will comply with any applicable U.S. laws or regulations that would


22

apply if the Intermountain RCO Data and the personnel were located in the United States. R1 may, at its sole discretion, but with[**], move any Services within the approved outsourcing locations set forth in Exhibit 13.2 . Any other provision of the Servicesfrom, or transmission of Intermountain RCO Data to, any facility outside of the continental United States not listed in Exhibit 13.2[**].

13.3 Keeping Security Current . The technology, practices and means used by R1 to protect Intermountain RCO Data andIntermountain’s use of the Services will be kept current by R1 with then-current industry standards and best practices, as defined andagreed upon by both Parties, and with IMH’s reasonable policies, procedures and guidelines. R1 will also keep IMH informed withrespect to such technology, practices and means.

13.4 Center of Excellence . R1 agrees to the following in connection with the establishment of a center of excellence for revenuecycle management (the “ Center of Excellence ”):

(a) R1 commits to establish the Center of Excellence in Utah;

(b) R1 will select a location for the Center of Excellence accounting for the following factors (x) a centralized location toaccommodate IMH transitioned employees, (y) a location with a sustainable pool of new employees for futuregrowth, and (z) space with capacity for R1 investments in a new, modern and functional workspace;

(c) Over the course of the Term, R1 intends to grow the number of R1 employees located in Utah by [**]; and

(d) R1 direct hires involved in the provision of the Services will be required to attend on-site IMH orientation to learnabout the history, mission, vision and values of IMH.

(e) The COE will anchor and expand value added capabilities, driving differentiation that includes:

i. Best practice production operations in areas like financial clearance, financial counseling, coding,transcription, billing and follow-up, backstopped by operations in India;

ii. Establishing a performance analytics presence in Salt Lake City that includes the development ofenhanced analytic reporting, advancing visualizations and data platforms, improved talent and roboticsdevelopment, as well as real-time integration of analytics into operating processes.;

iii. Creating a development lab focused on the front-end of the future, integrated physician revenuecycle management, process automation, and by bringing key technology operations to Salt Lake City; and


23

iv. Developing a revenue cycle institute in partnership with a reputable third party vendor [**] that willbe known as a top revenue cycle management learning and development center. This will be a forum foreducating revenue cycle leaders of the future focused on continuous learning, and instruction on technologiesand revenue cycle methods.”

XIV. THIRD PARTY AGREEMENTS

14.1 In-Scope Agreements Managed by or Assigned to R1 . R1 and IMH desire to make the revenue cycle operations moreefficient and cost effective for IMH. As such, at least [**] days prior to the Commencement Date, IMH shall prepare and deliver toR1 for its review a list of all third party agreements to which IMH or its Affiliate is a party and pursuant to which Similar Servicesare provided to IMH or its Affiliate (the “ Similar Services List ”). Within [**] days after R1’s receipt of the Similar Services List,R1 and IMH shall agree on which third party agreements from the Similar Services List will be added to a schedule to this ServicesAgreement of agreements that will be managed by or assigned to R1 (each an “ In-Scope Agreement ” and collectively the “ In-Scope Agreements ”). That schedule of In-Scope Agreements” will be added to this Services Agreement as part of Exhibit 14.1. Indeciding on which agreements shall become In-Scope Agreements, the Parties will consider, without limitation, the following: (a)contractual or other legal reasons that may prevent the agreement from being made an In-Scope Agreement, (b) agreements thatinclude a third party to the agreement, in addition to IMH and the primary provider of the Similar Services, (c) agreements thatinclude services that are not Similar Services, (d) agreements with service providers where R1 also has an agreement with the sameservice provider, and (e) IMH or its Affiliate has an ownership interest in the third party. If there is any disagreement as to whetheror not an agreement should be added to the schedule or made an In-Scope Agreement, the final decision will be made by the JointReview Board. To the extent that any such third party agreement that includes Similar Services is not made an In-Scope Agreement,then IMH or its Affiliate may continue that third party agreement and Similar Services under it notwithstanding any other provisionof this Agreement to the contrary, including Section 3.4 and the costs and expenses of such vendor will not be included in the BaseFee under Exhibit 11.1-A . However, IMH will provide notice to R1 if and when the Similar Services under such third partyagreement may be replaced by Services under this Agreement and the Parties will cooperate in good faith to add those SimilarServices as Services to this Agreement after they can be replaced. The schedule will be based on the template attached to thisServices Agreement. Such Exhibit shall additionally identify whether R1 will manage the Similar Services under the In-ScopeAgreement or if the In-Scope Agreement will be assigned to R1 (i.e., rights and obligations under the In-scope Agreement will beassigned to and assumed by R1) and whether IMH shall retain any responsibility for such In-Scope Agreement. Exhibit 14.1 willfurther set forth which Party bears financial and operational responsibility for each In-Scope Agreement, [**]. To the extent that R1assumes obligations under, or an assignment or management of, an In-Scope Agreement, R1 will indemnify IMH against any


24

breach of the In-Scope Agreement except for any obligations retained by IMH pursuant to Exhibit 14.1 . For clarification andcertainty, no agreement with Cerner will be an In-Scope Agreement.

14.2 Costs of Consents . In the event that the assignment and assumption of rights and obligations (which may be referred to as anassignment of the agreement) or transfer of management of any In-Scope Agreement to R1 results in any fees, expenses or othercosts charged by the third party service provider, such fees, expenses and costs shall be [**].

14.3 No Obligation to Breach; Impediments . Nothing herein will require that R1 will manage, or be assigned rights under, an In-Scope Agreement if that would constitute a breach of such agreement, unless IMH obtains any required consent from the applicablethird party vendor. To the extent that any such consent is not obtained, IMH or its Affiliate may continue to receive the SimilarServices from the third party service provider. The Parties acknowledge that it may not be practical to try to anticipate and identifyevery possible legal or logistical impediment to the provision of Services hereunder. Accordingly, each Party will promptly notifythe other Party if it reasonably determines that there is any such impediment to the provision of any Services, and the Parties shalleach use commercially reasonable efforts to overcome such impediments so that the Services may be provided otherwise inaccordance with the terms of this Services Agreement.

14.4 Warranty of No Material Breach of In-Scope Agreements . Intermountain Healthcare warrants that as of the date that the In-Scope Agreement is either assigned to R1 or R1 assumes management of the In-Scope Agreement that it is not in material breach ofthe In-Scope Agreements and that any breaches by IMH prior to such date have been fully resolved without any pending or currentliabilities.

14.5 [**] .

14.6 Rights to In-Source or Terminate .

(a) If an In-Scope Agreement is managed by or assigned to R1, then R1 may, subject to providing IMH with at [**] days’written notice of its intent to terminate such agreement, terminate such agreement and make the Similar Services partof the Services under this Agreement. If during such [**] notice period, IMH has any concerns regarding such action,IMH may raise such concerns with the Operations Oversight Council for discussion and R1 shall consider and attemptto address IMH’s concerns in good faith; notwithstanding the foregoing, the final decision to terminate an In-ScopeAgreement that is assigned to or managed by R1 and to then make the applicable Similar Services part of the Servicesunder this Agreement shall rest with R1 provided that the termination does not adversely affect IMH in any materialmanner and that termination is not a breach of the In-Scope Agreement.

(b) Without limiting R1’s rights in Subsection (a) above, IMH agrees, promptly upon written request by R1, to provideR1 with a written analysis of the termination fees,


25

if any, for the applicable In-Scope Agreement to be terminated, together with a copy of such contract and such otherinformation reasonably required by R1 to verify such termination fees and the ability to terminate, subject to anyconfidentiality obligations under the In-Scope Agreement. Subject to IMH’s provision of such analysis andinformation, R1 shall be responsible for reimbursing IMH for any termination fees for the applicable In-ScopeAgreement if R1 elects to terminate such agreement in accordance with the process in Subsection (a) above.

XV. INTELLECTUAL PROPERTY AND OTHER MATTERS

15.1 Intellectual Property . R1 or, as applicable, its agents, subcontractors, R1 Contractors (and their respective agents andpartners) and its delivery partners, shall have and retain all right, title and interest, including ownership of their respectivecopyrights, patents, trade secrets and other intellectual property rights, in and to methods, processes, techniques, strategies, materials,images, prototypes, software, source and object code and related materials that are owned or developed by R1 (the “ R1 IntellectualProperty ”) and/or its agents, subcontractors, R1 Contractors (and their respective agents and partners) or any delivery partnersduring the Term of this Services Agreement, including any modifications to, or derivative works or enhancements of, materialsowned or licensed by R1, and any tools, utilities, prototypes, models, processes, methodologies and other such materials that aredeveloped, enhanced or improved during the Term of this Services Agreement by R1 and/or any of its agents, subcontractors, R1Contractors (and their respective agents and partners) or any delivery partners, which relate to the performance of the Services, orany modification of the Services to be provided under this Services Agreement. Intermountain Healthcare acknowledges that it hasbeen informed by R1 that all of the foregoing is R1 Intellectual Property or, as applicable, that of its agents, subcontractors, R1Contractors (and their respective agents and partners) and its delivery partners, and Intermountain Healthcare agrees that no work ofauthorship developed or delivered by R1 or any of its agents, subcontractors, R1 Contractors (and their respective agents andpartners) or its delivery partners is or will be a “work made for hire” as defined by U.S. copyright law, and that IntermountainHealthcare has no ownership of or exclusive rights to the R1 Intellectual Property owned and/or developed by R1 and/or its agents,subcontractors, R1 Contractors (and their respective agents and partners) or delivery partners except that Intermountain Healthcarewill have the non-exclusive rights set forth in this Services Agreement with the understanding that neither this Services Agreement,including any of its Exhibits, nor any other agreement between the Parties grants to Intermountain Healthcare any exclusivity withrespect to such R1 Intellectual Property. Conversely, R1 acknowledges that it has no right, title or interest in or to any copyrights,patents, trade secrets and other intellectual property rights, in and to methods, processes, techniques, strategies, materials, images,prototypes, software, source and object code and related materials of Intermountain Healthcare or any of its Affiliates (the “Intermountain Healthcare Intellectual Property ”). Nothing in this Services Agreement, including any of its Exhibits, or in any otheragreement between the Parties assigns, conveys or licenses to R1 or any other person or entity any Intermountain HealthcareIntellectual Property of Intermountain Healthcare or any of its Affiliates,

26

or grants any exclusivity to R1 or any other person or entity, except that R1 will have the non-exclusive rights expressly set forth inthis Services Agreement.

Each Party will protect the other Party’s Intellectual Property with the same care and diligence as it would use to protect its ownIntellectual Property, but in no event will such care and diligence be less than commercially reasonable care and diligence.Consistent with each Party’s obligations in Section 9.3 , each Party will take all necessary and appropriate steps to safeguard theother’s Intellectual Property against infringement by employees, former employees, vendors, affiliates and others to whom the Partyhas directly, or indirectly, made the other Party’s Intellectual Property available.

15.2 Incidental IP License . R1 hereby acknowledges and agrees that Intermountain Healthcare shall have the right to use, and R1hereby grants to Intermountain Healthcare an irrevocable, non-exclusive, world-wide license to use, the R1 Incidental IP (as definedimmediately below) during the Term of this Services Agreement and thereafter, [**] in connection with, and in the ordinary courseof, Intermountain Healthcare’s business (such right and license are referred to as the “ Incidental IP License ”). This Incidental IPLicense is personal to Intermountain Healthcare and may not be assigned, transferred, sublicensed or otherwise conveyed to anyperson or entity, except as part of an assignment of this Services Agreement that is permitted by Section 24.9 . “ R1 Incidental IP ”means any methods, processes, techniques, strategies, ideas, recommendations, and other know-how which are learned by ordisclosed to Intermountain Healthcare or its employees as a result of R1’s delivery of Services under this Services Agreement andwhich subsequently become part of Intermountain Healthcare’s general knowledge or operations. This Incidental IP License does notinclude any software. This Incidental IP License is [**] if R1 owns or becomes the owner of any valid patent that claims any of theknow-how included in the Incidental IP License, then R1 must give Intermountain Healthcare notice thereof and if IntermountainHealthcare uses that patented know-how, then Intermountain Healthcare will pay a reasonable license fee for that patent based on theextent to which Intermountain Healthcare uses the patented know-how. This Incidental IP License may also be exercised byConsultants, but only for the benefit of Intermountain Healthcare and subject to Section 9.3(d) to the extent it is applicable.

15.3 Software and Services License . As part of the Services under this Services Agreement, R1 will provide and hereby grants toIntermountain Healthcare, during the Term, an irrevocable (except as provided in this Section 15.3 ) non-exclusive license to accessand use the R1 Technology, and any other R1 software, R1 Intellectual Property, processes, methodologies, works of authorship andtechnology which are made available to Intermountain Healthcare in connection with the Services, solely for IntermountainHealthcare’s internal business activities and purposes relating to its revenue cycle operations or any other activity or purpose (e.g.,training purposes) ancillary to those revenue cycle operations. The term “use” as used in this license further includes installation(solely for purposes of exercising the Recovery Environment License for disaster recovery or to provide for business continuity),copying and other actions needed or useful for the exercise of this license. During the Term, R1 also will permit IntermountainHealthcare to access, use and make use of R1


27

Analytics, by and through the Client Users, solely for the purpose of reporting and analyzing Intermountain RCO Data (as defined inSection 15.4 below). A “ Client User ” means each of Intermountain Healthcare’s employees and Consultants designated byIntermountain Healthcare to use the R1 Technology; provided that with respect to Consultants this is subject to Section 9.3(d) . Thisservice and license described in this Section 15.3 are referred to as the “Software and Services License” and further includes the rightand license for Intermountain Healthcare to remotely access and use R1 software and R1 Analytics running on R1 Servers located atone or more SunGard, Microsoft Azure, or other data centers and the right to make backup copies of the Intermountain Healthcarerevenue cycle production environment. The Software and Services License will continue after termination of this ServicesAgreement until the end of the Disengagement Services, after which it will terminate and IMH will cease all use of the R1Technology, and any other R1 software, R1 Intellectual Property, processes, methodologies, works of authorship and technologylicensed to IMH under the Software and Services License, subject to Section 15.2 . Notwithstanding the foregoing, the Software andServices License will be revocable with respect to any R1 Technology that is dependent on software owned by an R1 Contractor andthat R1 does not have the right to continue providing during the Term, provided that R1 must provide a suitable substitute under thislicense before revocation. “ R1 Servers ” mean the servers, computer systems, storage devices, and other equipment used to run,store or back up the R1 Technology, and any other software that is used by in connection with the Services or revenue cycleoperations, but this definition does not include any servers or other property owned by Intermountain Healthcare or leased by a thirdparty to Intermountain Healthcare. Upon request by Intermountain Healthcare for any of its Affiliates to access and use the R1Technology under the above license and permission, such affiliates will be added to the Services, and acquire access to and use ofthe R1 Technology, through subsequent amendments to Exhibit 3.7 if and as mutually agreed upon in writing by the Parties with theunderstanding that R1 will not unreasonably refuse to allow such amendments and that the Parties also will reasonably increase theCharges as necessary to account for such additions in accordance with Exhibit 11.1 . Any such use of the R1 Technology byIntermountain Healthcare’s Affiliates will be subject to the applicable provisions, limitations and protections of this ServicesAgreement.

15.4 Intermountain RCO Data . “ Intermountain RCO Data ” means the data of Intermountain Healthcare and all data applicable tothe revenue cycle operations of Intermountain Healthcare, but does not include any information or data created by R1 to support itsinternal operations outside of the Services provided to Intermountain Healthcare (e.g., information or data R1 uses for purposes ofcreating internal financial and other records). To the extent needed or useful to do so for purposes of the Services or revenue cycleoperations, Intermountain RCO Data will be stored on the R1 Servers (subject to Sections 6.2 , 13.1 , and 13.2 and any otherprovisions in this Services Agreement relating to the protection or storage of Intermountain RCO Data) and will be accessible byIntermountain Healthcare and R1 for purposes of retrieval, downloading, uploading, updating and otherwise using the IntermountainRCO Data. Notwithstanding anything to the contrary, all Intermountain RCO Data is owned by Intermountain Healthcare, not R1 orany other person or entity. R1 will safeguard and keep confidential the Intermountain RCO Data and not use any of theIntermountain RCO Data for any purpose other than the performance of the Services and any other

28

purposes expressly permitted hereunder. Any other purpose not expressly permitted under this Agreement, including other product,service and program development and improvement or research purposes, will require IMH’s approval (which may be withheld) and aseparate written agreement or amendment to this Agreement.

15.5 Consent to Use Data Analysis Results . Except if and as otherwise agreed by the Parties in this Services Agreement or aseparate agreement, (i) to the extent that the Services under this Services Agreement include data analysis of Intermountain RCOData conducted for the benefit of Intermountain Healthcare, then the results of such data analysis may be used by R1 only forpurposes of improving operational performance of the Services for the benefit of Intermountain Healthcare (with the understandingthat those improvements may also benefit other R1 clients who receive services from R1 that are the same as or similar to theServices received by Intermountain Healthcare) and (ii) R1 shall specifically be permitted to use the Intermountain RCO Data infurtherance of benchmarking, quality control, and other internal business purposes, including improvements to R1 Services for thebenefit of Intermountain Healthcare (with the understanding that those improvements may also benefit other R1 clients who receiveservices from R1 that are the same as or similar to the Services received by Intermountain Healthcare) (but no Intermountain RCOData will be disclosed to others except for de-identified and aggregated Intermountain RCO Data as permitted below). For purposesof clarity, during the Term (but not thereafter) R1 may incorporate non-identifiable aggregated data extracts from IntermountainRCO Data, including Intermountain RCO Data which constitutes PHI that has been de-identified and aggregated in accordance withHIPAA and cannot reasonably be re-identified by R1, into R1’s services, documentation and other materials regarding serviceswhich R1 provides. R1 agrees that it shall be responsible for any and all losses or other harm experienced by Intermountain arisingout of any third party’s re-identification of any such de-identified aggregated Intermountain RCO Data which has been incorporatedinto R1’s services, documentation and other materials. Intermountain and R1 agree that Intermountain shall retain sole ownership ofany such de-identified aggregated Intermountain RCO Data which is incorporated into R1 documentation and materials and thatIntermountain hereby grants to R1 a perpetual worldwide and royalty free license to such de-identified aggregated data for use aspermitted by this Section 15.5 . Notwithstanding the foregoing, Intermountain acknowledges that R1 shall retain ownership of suchR1 documentation and materials (other than the de-identified aggregated Intermountain RCO Data) and that such R1 documentationand materials (including the de-identified aggregated Intermountain RCO Data in them) may be disclosed to third parties. All suchdata is subject to the BAA and Malware and Security Agreement (see Sections 17.2 and 17.3 ), and in no event may R1 disclose anyprotected health information, personally-identifiable information or payment card industry information to any third party (with theexception of R1 Contractors having a need to know for purposes of the Services and in compliance with Section 17.1 and thisServices Agreement).

15.6 R1 Analytics Data . “ R1 Analytics Data ” means any Intermountain RCO Data used in or by R1 Analytics, and any queriesused in the analytics of that data and the results of those queries and analytics. All R1 Analytics Data will be backed-up and storedby R1 for Intermountain Healthcare.

29

R1 will provide R1 Analytics Data to Intermountain Healthcare if and as reasonably requested by Intermountain Healthcare before orduring the Disengagement Services.

15.7 Access Credentials . R1 will permit access to the R1 Technology software via the Internet (using Google Chrome or someother compatible web browser) solely through the use of Access Credentials assigned to the Client Users. “ Access Credentials ”means any unique user identification and password combination or other security code, method, or device used to verify a ClientUser’s identity and authorization to access and use the R1 Technology Access Credentials will be deemed Confidential Informationof both Parties.

15.8 Authorization Limitations and Restrictions . Intermountain Healthcare shall not, and shall not permit any other person to,access or use the R1 Technology except as expressly permitted by this Services Agreement or some other agreement between theParties or with the consent of R1. Without limiting the foregoing, but subject to the foregoing exception, Intermountain Healthcareshall not:

(a) copy, modify or create derivative works of the R1 Technology or any part of such tools, except as permitted by or needed forthis Services Agreement or that is otherwise a fair use or a non-infringing act under applicable law (but for the avoidance ofdoubt, Intermountain Healthcare may copy screen displays as needed for training or support purposes); or

(b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the R1 Technology to anythird party; or

(c) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to discern or gain access to the source code ofthe R1 Technology, in whole or in part, except pursuant to this Services Agreement or an escrow agreement or the writtenpermission of R1.

15.9 Malware . Intermountain Healthcare warrants that R1 will not receive Malware as the result of an intentional, negligent ormalicious act of any Intermountain Healthcare employee. Intermountain Healthcare further warrants that it will use commerciallyavailable, reasonable efforts and means to ensure that R1 will not receive Malware from Intermountain Healthcare or any of itsemployees (via modem, VPN, Internet, or any other method or means). If a Consultant intentionally, negligently or maliciouslytransmits any Malware to R1, Intermountain Healthcare and R1 will cooperate with each other in taking appropriate action againstthe Consultant. “ Malware ” means any virus, worm, trap door, back door, snoopware, spyware, malicious logic, Trojan horse, timebomb or other malicious functionality that is designed to erase or alter data, programs or equipment or render any of them unusable,intentionally interfere with the R1 Technology, or otherwise intentionally cause the R1 Technology, or any other R1 software tobecome inoperable or incapable of being normally used.

15.10 Protection of Access Credentials . Each Party will notify the other Party of any misuse or security breach involving anyAccess Credentials.

30

15.11 Changes to the R1 Technology . R1 reserves the right to make any changes to the R1 Technology or specifications that itdeems necessary or useful, provided that any such changes do not materially degrade the function or performance of the R1Technology or the Services, or the usefulness of the foregoing to Intermountain Healthcare, or the security of Intermountain RCOData.

15.12 Suspension or Termination of Access . R1 may suspend Intermountain Healthcare’s, any Client User’s, or any otherperson’s access to or use of all or any part of the R1 Technology, without any resulting obligation or liability, upon reasonable priornotice (if possible) if the suspension is necessary to comply with any applicable law, regulation, judicial order or other governmentaldemand, provided that any such suspension will only apply to the affected R1 Technology software or tools at issue, and furtherprovided that representatives of the Parties will meet on an expedited basis and do all that is reasonably necessary to allow for alifting of the suspension. Additionally, R1 may suspend, terminate or otherwise deny a Client User’s access to or use of all or anypart of the R1 Technology, without any resulting obligation or liability, if such Client User is using the R1 Technology for fraudulentor unlawful activities, provided that R1 immediately notifies Intermountain Healthcare of such Client User’s suspension, terminationor denial of access. R1 shall meet with Intermountain Healthcare representatives (including by telephone) within one business day ofsuch suspension, termination, or denial of access (or as soon as possible thereafter if an Intermountain Healthcare representative isnot available within such one business day timeframe) to discuss such Client User’s activities that were the basis for the suspension,termination or denial of access. Further, R1 may suspend, terminate or otherwise deny a Client User’s access to or use of all or anypart of the R1 Technology, without any resulting obligation or liability, if such Client User has not accessed or used the R1Technology in the immediately prior [**] days, provided that any such suspension, termination or denial will be without prejudice toa subsequent request to restore access to any such Client User. This Section 15.12 does not limit any of R1’s other rights orremedies, whether at law or in equity.

15.13 Consent to Monitoring . Intermountain Healthcare agrees that R1 may use the R1 software to review, monitor and recordIntermountain Healthcare’s use of the R1 Technology to the extent permitted by law, including information reflecting access or useof the R1 Technology by any Client User. R1 may use the R1 software to monitor and measure Intermountain Healthcare’s use ofthe R1 Technology in connection with R1’s performance of the Services and to assist Intermountain Healthcare with measuring andachieving its business productivity goals. R1 also may use information it gains from such monitoring, recording and measuring toassess use by any Client User to determine compliance with this Services Agreement. The scope of this review, monitoring,recording and measuring will be strictly limited by R1 to that which is necessary for the purposes articulated in this paragraph. Theresults of the review, monitoring, recording and measuring will be disclosed by R1 to Intermountain Healthcare and will bediscussed by the Parties as part of their regular business review process. If R1 becomes aware that Intermountain Healthcare is not incompliance in all material respects with any applicable law, then such results will be fully and promptly made available by R1 toIntermountain Healthcare. In the event that any non-compliance


31

or other problem is discovered by a review, monitoring or recording, the Parties will discuss the non-compliance or other problemand work to promptly implement a remedy. The results of the review, monitoring and recording will be kept confidential by R1,except for disclosure to Intermountain Healthcare.

15.14 Monitoring by IMH . Intermountain may monitor and record for security and privacy purposes, any access to or use ofIntermountain RCO Data or IMH computer systems by R1 or its personnel. R1 will cooperate with IMH in the implementation,operation and maintenance of such monitoring and recordation, at IMH’s expense.

15.15 Replacement of R1 Personnel . If any of the personnel performing Services are reasonably objectionable to IMH, then IMHwill consult with the R1 Site Lead and the Parties will determine whether to replace such personnel in accordance with R1 humanresources policies and procedures. If any matter with respect to the requested or actual replacement of such individual needs to beresolved that cannot be resolved by the R1 Site Lead, the matter will be discussed by the Operations Oversight Council. Theresolution must be reasonably acceptable to IMH.

XVI. BUSINESS CONTINUITY

16.1 Recovery Environment and Continuity of Business . IMH shall have the option to require R1 to implement a RecoveryEnvironment subject to the requirements of this Section 16.1 . IMH may, but is not required to, exercise such option at any timeduring the Term of this Services Agreement by providing written notice to R1 (an “ Election Notice ”). If IMH exercises such option,it shall provide R1 with a reasonable amount of time in which to create and implement the Recovery Environment and comply withthis Section 16.1 and Exhibit 16.1, which shall not be less than [**] following receipt of an Election Notice by R1. The “ RecoveryEnvironment ” means those items reasonably needed by Intermountain Healthcare for disaster recovery or back up purposes and toprovide for business continuity, and will include the software, configuration files, documents, information, instructions, data andother assets and resources identified in Exhibit 16.1 . If IMH exercises the option under this Section 16.1 , it shall be theresponsibility of R1 to establish and keep the Recovery Environment current and “up to date” and to work with the informationtechnology personnel of intermountain Healthcare to ensure that this happens. This obligation to keep current and “up to date”includes software updates, data transfer and refresh on a timely basis, and all that is reasonably needed to make the RecoveryEnvironment useful and reliable for the purposes described above and for business continuity. The Recovery Requirements Exhibitfurther describes the rights and obligations of the Parties with respect to the Recovery Environment, if established pursuant to thisSection 16.1 , and any testing and validation, including Intermountain Healthcare’s right to request that any periodic restoration andtesting take place. The Recovery Environment may be located at Intermountain Healthcare facilities or at the data center(s) of its datacenter provider (e.g., Dell), or both, provided, however, that nothing herein or in Exhibit 16.1 shall require R1 to purchase or provideany computer systems or equipment for use at such facilities or data center(s). If a Recovery Environment is established pursuant tothis Section 16.1 , R1 hereby grants to


32

Intermountain Healthcare a non-exclusive, paid-up, royalty-free license to use, adapt, modify, run, test, and use the RecoveryEnvironment as reasonably needed for disaster recovery or back up purposes or to provide for business continuity (the “ RecoveryEnvironment License ”) during the term of this Agreement and the Disengagement Services; provided that in the event oftermination of this Agreement for which no Disengagement Services are provided, such Recovery Environment License shallcontinue (but not any related support or other obligations set forth herein or in Exhibit 16.1 ) for the earlier of [**] or [**]. Forclarity, the foregoing Recovery Environment License does not mean or imply that anything in the Recovery Environment that isowned by or proprietary to Intermountain Healthcare (e.g., the Intermountain RCO Data) is instead owned by R1 (i.e., IntermountainHealthcare retains ownership and does not need the Recovery Environment License for its rights) and there are no restrictions onIntermountain Healthcare with respect to the subject matter that it owns.

16.2 Disaster Recovery Plan . In addition to the Recovery Environment, R1 will implement, maintain and ensure the continuationof a disaster recovery and business continuity plan as described in Section 7 of the Malware and Security Agreement. This plan willbe updated from time to time as needed to keep it current and to provide no less than a commercially reasonable level of protectionto Intermountain Healthcare. R1 will implement and comply with the disaster recovery and business continuity plan.

16.3 Source Code and Development Environment . If and as requested by Intermountain Healthcare (the “ Escrow Request ”), andto the extent not included in the Recovery Environment (and without diminishing any obligations or rights with respect to theRecovery Environment), the Parties will establish an escrow of the source code and development environment for the R1Technology, and any other R1 software used for the Services or revenue cycle operations, except for R1 Technology that isdependent on software owned by an R1 Contractor, with a software escrow company (e.g., Iron Mountain) that is acceptable to bothParties. The software escrow agreement must provide meaningful protection to Intermountain Healthcare and properly account forbankruptcy issues, including, without limitation, the right and ability to make an election to retain under Section 365(n) of the U.S.Bankruptcy Code.

16.4 Rights under the Bankruptcy Code . If this Services Agreement is rejected under the U.S. Bankruptcy Code, IntermountainHealthcare may elect to retain its licenses and rights as provided in Section 365(n) of the U.S. Bankruptcy Code. Nothing in thisSection limits any other rights or remedies Intermountain Healthcare may have. The Parties intend that no bankruptcy or bankruptcyproceeding, petition, law or regulation will interfere with any license or right granted to Intermountain Healthcare in accordance withthis Services Agreement with respect to any software or other forms or embodiments of intellectual property. The Parties agree thatthe software and other materials or media licensed or provided to Intermountain Healthcare are an “embodiment” of “intellectualproperty” as those terms are used in Section 365(n) of the U.S. Bankruptcy Code (11 U.S.C. 365(n)).


33

XVII. DATA PRIVACY AND SECURITY

17.1 PHI and Data Privacy Policy . As part of R1’s protected health information (“PHI”) privacy policy and its confidentialinformation privacy compliance program, and in connection with its desire to uniformly protect PHI and other sensitive data, R1maintains a HIPAA Mitigation of Unauthorized Uses and Disclosures of PHI Policy and a Data Handling and Classification Policythat, to the best of R1’s knowledge, comply with all applicable federal and state statutes and regulations. R1 will notifyIntermountain Healthcare of any changes in those policies during the Term of this Services Agreement, and agrees to promptly shareall such policies with Intermountain Healthcare and to comply with those policies. This Section and such policies will not negate,limit or excuse any breach of any other section of this Services Agreement or of the BAA, Malware and Security Agreement, orAccess and Confidentiality Agreement.

17.2 Business Associate Agreement . The Parties entered into a Business Associate Agreement, dated March 22, 2011, asamended effective on August 26, 2011, and as amended effective on October 31, 2011 (the “ Prior BAA ”). The Parties later enteredinto a Business Associate Agreement dated June 8, 2016, as amended as of the Effective Date(the “ BAA ”) that superseded the priorBAA. The BAA is a standalone agreement and nothing in the BAA is negated, amended or limited by this Services Agreement.

17.3 Malware and Security Agreement . The Parties have entered into a Malware and Security Agreement, dated as of theEffective Date (the “ Malware and Security Agreement ”) that superseded any prior Malware and Security Agreement. The Malwareand Security Agreement is a standalone agreement and nothing in the Malware and Security Agreement is negated, amended orlimited by this Services Agreement.

17.4 Access and Confidentiality Agreement . R1’s personnel who will have access to any computer system or network ofIntermountain Healthcare must each agree to and sign the Access and Confidentiality Agreement, the form of which is attachedhereto as Exhibit 17.4 . Each signed original must be given by R1 to Intermountain Healthcare. All R1 personnel who will providethe Services hereunder have entered into a “Proprietary Interests and Protection Agreement” (or a predecessor agreement, i.e., a“Confidentiality and Non-Disclosure Agreement” which is substantively the same as the Proprietary Interest and ProtectionAgreement) with R1.

XVIII. COMPLIANCE AND AUDIT MATTERS

18.1 Compliance with Intermountain Healthcare’s Standards of Conduct . R1 recognizes that it is essential to the core values ofIntermountain Healthcare that all persons and entities employed by or otherwise contracting with Intermountain Healthcare at alltimes conduct themselves in compliance with the highest standards of business ethics and integrity and applicable legalrequirements, as reflected in Intermountain Healthcare’s policies, as may from time to time be amended, by IntermountainHealthcare. Subject to Section 18.4(b) below, R1 agrees that it will

34

comply with such policies to the extent that they are applicable and will cause its personnel to also comply.

18.2 Compliance with Law and Regulations . Each Party represents that it, its personnel (including R1 Contractors in the case ofR1) and its agents will comply with (i) all applicable federal, state and local laws, regulations and rules, including those governingIntermountain Healthcare’s status as a tax-exempt organization, Healthcare Laws (as defined in Exhibit 1.1 ), including the anti-kickback statutes (as they are commonly known), the Stark II prohibitions on physician ownership and self-referrals, and allemployment and labor relations statutes, including affirmative action and non-discrimination statutes, (ii) all applicable regulatory oraccrediting agencies with jurisdiction over Intermountain Healthcare (including, but not limited to, the U.S. Department of Healthand Human Services) and (iii) any requirements of any commercially reasonable financing arrangement undertaken byIntermountain Healthcare. Intermountain Healthcare retains ultimate decision-making authority on any patient or clinical issues. Inaddition, IMH has decision-making authority regarding any compliance issues affecting Intermountain facilities and providers,subject to referral of disputes with respect to any such decisions to the Joint Review Board for consideration consistent with the lasttwo sentences of Section 8.1 .

R1 represents and warrants to Intermountain Healthcare that R1 and its directors, officers and employees are not excluded fromparticipation in any federal health care programs, as defined under 42 U.S.C. §1320a-7b(f), or any form of state Medicaid program,and to R1’s knowledge, there are no pending or threatened governmental investigations that may lead to such exclusion.Additionally, Intermountain Healthcare represents and warrants to R1 that, to Intermountain Healthcare’s knowledge, (i) there are noIntermountain Healthcare personnel, including Transition Employees for as long as they are employed by Intermountain Healthcare,excluded from participation in any federal health care programs, as defined under 42 U.S.C. §1320a-7b(f), or any form of stateMedicaid program and (ii) there are no pending or threatened governmental investigations that may lead to such exclusion. EachParty agrees to notify the other Party of the commencement of any such exclusion or investigation promptly after the first Party ismade aware of any such matter.

18.3 R1 Contractor Compliance . R1 represents and warrants that each of its agreements with R1 Contractors contains or willcontain provisions regarding the protection of Intermountain Healthcare’s confidential information and regulatory compliance ascontemplated herein, and that each of the R1 Contractors has entered into, or will enter into, a business associate agreement with R1with respect to the Health Insurance Portability and Accountability Act of 1996 (“ HIPAA ”). R1 further represents and warrants thatnone of the R1 Contractors is an “excluded provider” under any Federal Healthcare Program. In the event that any of the R1Contractors becomes an “excluded provider’’, R1 shall promptly terminate its use of that R1 Contractor and shall, as soon aspracticable, notify Intermountain’s Compliance Department of all relevant facts and circumstances.

18.4 Compliance Programs .

35

(a) R1 and Intermountain Healthcare each represents to the other that throughout the Term of this Services Agreementthey will each have, in effect, an appropriate corporate compliance program (a “ Compliance Program ”) designed toassure that their respective personnel and agents are aware of and fully observe the requirements of all applicablefederal, state and local laws, regulations and rules.

(b) R1’s Executive Vice President, Compliance & Risk or his/her designee (the “ R1 Compliance Officer ”) and IMH’sVice President, Business Ethics and Compliance or his/her designee (the “ IMH Compliance Officer ”) shallcoordinate and cooperate with one another to: (i) provide each other with information reasonably requested by theother regarding the aspects of such Party’s Compliance Program relating to the Services; and (ii) in good faith keepeach other updated about those aspects of the respective Compliance Programs that relate to the Services or theParty’s obligations under this Agreement.

(c) R1 acknowledges that all Services provided under this Services Agreement, and all of R1’s personnel, shall beexplicitly subject to applicable Intermountain Healthcare policies and procedures which are provided to R1 prior tothe Effective Date or thereafter upon [**] days notice. Nothing in this section shall limit the authority of IMHAuthorized Personnel pursuant to Section 8.5 of this Agreement. Notwithstanding the foregoing, the R1 ComplianceOfficer may raise any proposed changes or issues with such policies with the IMH Compliance Officer and the IMHCompliance Officer shall consider such matters in good faith. If the R1 Compliance Officer and the IMH ComplianceOfficer are unable to agree upon a resolution of any such matter, either Party may refer the matter to the OperationsOversight Council or the Joint Review Board under Section 8.3 or 8.1 for resolution.

18.5 Unauthorized Acts . In addition to its obligations under the NDAs, this Services Agreement, the Malware and SecurityAgreement and the BAA, each Party (the “ First Party ”) shall:

(a) Notify the other Party promptly of any material unauthorized possession, use or communication of any PHI, data orConfidential Information of the other Party which becomes known to the First Party.

(b) Promptly furnish to the other Party any information in the First Party’s possession related to the unauthorizedpossession, use or communication of any PHI, data or Confidential Information and reasonably assist the other Partyin investigating the unauthorized conduct, and preventing the recurrence of any unauthorized conduct. This Section18.5(b) does not apply to any information that is subject to a privilege (e.g., attorney-client privilege or attorney workproduct) or to any obligation of confidentiality to a third party.


36

(c) Cooperate with the other Party in responding to any third parties entitled to a report of the unauthorized conduct andin determining the nature and content of any required reporting.

(d) Take such remedial steps as might be appropriate to avoid any recurrence of any unauthorized conduct in the future.

18.6 Record Retention . For a period of [**] years, or [**] years for Medicare Advantage records, after services are furnishedunder this Services Agreement, R1 shall retain and permit the Comptroller General of the United States, the U.S. Department ofHealth and Human Services and their respective duly authorized representatives access to examine or copy this Services Agreementand such books, documents, and records of R1 as are reasonably necessary to verify the nature and extent of the costs of the servicessupplied under this Services Agreement. In the event R1 provides any of its Services under this Services Agreement pursuant to asubcontract and if (i) the services provided pursuant to such subcontract have a value or cost of ten thousand dollars ($10,000.00) ormore over a twelve (12) month period and (ii) such subcontract is with a related organization, then R1 agrees that such subcontractshall contain a clause requiring the subcontractor to retain and allow access to its records on the same terms and conditions asrequired by Intermountain Healthcare. This provision shall be null and void should it be determined that Section 1861(v)(1)(I) of theSocial Security Act is not applicable to this Services Agreement.

In addition to the foregoing and to the extent that R1 in connection with the Services holds or keeps any records of IntermountainHealthcare that are not otherwise held by Intermountain Healthcare in the normal course of its business, such records will be held,kept and preserved in accordance with the then-current record retention polices of Intermountain Healthcare to the extent that thosepolicies are communicated in writing to R1.

18.7 Privilege Issues . R1 acknowledges that Intermountain Healthcare believes that in connection with the delivery of theServices, information may be prepared under the direction of Intermountain Healthcare’s legal counsel in anticipation of litigation,or otherwise, that Intermountain Healthcare seeks to keep privileged under the applicable attorney/Intermountain Healthcare orattorney work product privileges conferred by applicable law (“ Privileged Work Product ”). R1 acknowledges that under suchcircumstances, R1 is performing the Services as to Privileged Work Product as an agent of Intermountain Healthcare, and that allmatters related thereto are protected from disclosure, at Intermountain Healthcare’s option, by Rule 26 of the Federal Rules of CivilProcedure and any other available rule or privilege. Intermountain Healthcare shall notify R1 when it is to be provided access toPrivileged Work Product or when its work is determined to be Privileged Work Product. After R1 is notified or otherwise becomesaware that such documents, data, database, or communications are Privileged Work Product, only R1 personnel for whom suchaccess is necessary for the purpose of providing Services to Intermountain Healthcare as provided in this Services Agreement mayhave access to Privileged Work Product. Should R1 ever be notified of any judicial or other proceeding seeking to obtain access toPrivileged Work Product, R1 shall, unless prohibited


37

by law, (a) immediately notify Intermountain Healthcare and (b) take such reasonable actions at Intermountain Healthcare’s expenseas may be specified by Intermountain Healthcare to resist providing such access or to protect it through a protective order or otherlawful means. Intermountain Healthcare shall have the right and duty to represent R1 in such resistance or to select and compensatelegal counsel to so represent R1, or to reimburse R1 for actual and reasonable attorneys’ fees, reasonable expenses and any damagesarising from R1’s compliance with this section incurred in resisting such access. Intermountain Healthcare shall indemnify and holdharmless R1 and its respective officers, directors, employees and representatives against any and all claims, damages, and expenses,including reasonable attorney’s fees, related to third party claims arising from R1’s compliance with this section, provided that R1 isnot itself the target or subject of an investigation regarding the Services provided under this Services Agreement or in breach of aprovision of this Services Agreement that is relevant to the matter. If R1 is ultimately required, pursuant to an order of a court ofcompetent jurisdiction, to produce documents, disclose data, or otherwise act in contravention of the confidentiality obligationsimposed in this Services Agreement or otherwise with respect to maintaining the confidentiality, proprietary nature and secrecy ofPrivileged Work Product, R1 shall not be liable for breach of such obligation. In such event, R1 agrees to disclose only thatinformation minimally required to be disclosed by such legal action .

Notwithstanding the foregoing, the Parties recognize that they may become joint defendants in proceedings to which the informationcovered by the protections and privileges identified in this Section 18.7 relates and they may share a common legal interest indisclosure between them that is subject to such privileges and protections, and in such event, if reasonably requested by R1 or IMH,the Parties shall enter into a joint defense agreement with respect thereto. R1 is not waiving, nor will it be deemed to have waived ordiminished, any of its attorney work product protections, attorney-client privileges or similar protections and privileges recognizedunder applicable law of any jurisdiction as a result of disclosing information pursuant to this Agreement or the Services, or any of itsConfidential Information (including Confidential Information related to pending or threatened litigation) to IMH, regardless ofwhether R1 has asserted, or is or may be entitled to assert, such privileges and protections. In addition to the foregoing, this Section18.7 shall not apply to potential litigation or disputes between the Parties.

18.8 Additional Compliance Obligations . In addition to any other compliance obligations R1 may have, R1 must meet theobligations of Exhibit 18.8 .

18.9 Compliance Investigations, Notifications and Reports.

(a) During the Term and for a period of [**] thereafter, R1 and Intermountain Healthcare agree to cooperate with oneanother in good faith in the investigation and resolution of any compliance matter that may arise affecting theServices to be provided under this Agreement. It is the Parties’ mutual intention that any investigations undertakenregarding the provision of the Services or this Agreement or the Business Associate Agreement or the Malware andSecurity Agreement will be undertaken jointly, and


38

in a coordinated fashion, by the R1 Compliance Officer and the IMH Compliance Officer unless either Party has goodcause or reason to proceed with an independent investigation.

(b) The R1 Compliance Officer shall maintain routine communications with the IMH Compliance Officer on aspects ofthe parties respective Compliance Program relating to the Services. Such contacts shall occur on a regularly scheduledbasis, subject to the Parties’ coordination. The R1 Compliance Officer shall make an [**] report to the IMHCompliance Officer on the scope and effectiveness of the R1 Compliance Program with regard to the Services, to bedelivered within [**] days after each anniversary of the Effective Date (or as otherwise agreed by the Parties) andshall include those elements set forth in Exhibit 18.9 .

(c) Without limiting the above, each Party’s compliance head (i.e., the R1 Compliance Officer and the IMH ComplianceOfficer) shall promptly notify the other Party of (i) any and all actual or potential compliance issues identified by aParty’s Compliance Program relating to the Services, or (ii) any subpoena or similar compulsory request forinformation or documents relating to the Services. The Parties shall develop a system to facilitate and document thesecommunications.

(d) Without limiting Section 18.9(c) , whenever R1 or any of its subcontractors becomes aware of credible informationby whatever means suggesting that IMH may have received an overpayment from Medicare, Medicaid, or anygovernmental payer, it shall promptly notify the IMH Compliance Officer or a designated IMH representative of thatinformation. The Parties will follow IMH policies and procedures related to overpayments and shall develop a systemto facilitate and document these communications.

XIX. AUDITS AND REPORTING

19.1 Audits and Inspections . During the Term and for a period of [**] thereafter, upon reasonable advance written notice fromIntermountain Healthcare and reasonable opportunity for coordination and alignment relating to scope between R1 andIntermountain Healthcare, R1 shall provide such auditors and inspectors as Intermountain Healthcare may designate in writing withaccess to any R1 employees, reports, security procedures/protocols and information used by R1 to deliver the Services for thepurpose of performing audits or inspections of the Services; provided that, to the extent that R1 or its R1 Contractor has obtained acertification from a qualified third-party assessor which uses applicable industry methods and standards (e.g., HITRUST or SOC)and such certification covers all or any portion of the items that would otherwise be the subject of such audit or inspection, then suchitems shall be excluded from the scope of such audit or inspection (except with respect to any audit by a regulatory authority). Withrespect to any audit or inspection of the Services, apart from any audit or investigation performed by Intermountain Healthcare’sinternal or external auditors or governmental or regulatory authority, Intermountain Healthcare shall not


39

use any auditor or inspector who (i) is a competitor of R1 or (ii) has a pre-existing conflict of interest with R1, in each such casewithout the prior written approval of R1 (such approval will not be unreasonably withheld and is now given with respect to anynationally recognized accounting firm). With respect to any such audit or investigation R1 shall have the right to demand appropriateprotections against disclosure of its R1 Intellectual Property and Confidential Information (but if the auditor or investigator is part ofa government entity that refuses to agree to such protections, the disclosure must proceed, and the auditor or investigator will beprovided the information which is required by the auditor or investigator). R1 shall provide such auditors and inspectors with anyreasonable assistance that they may require. IMH shall provide R1 with a summary of the results of any such audit or inspectionupon receipt. R1 and IMH will discuss and mutually determine audit items that may need resolution and/or mutually develop plansand procedures to address any changes based on the findings from the audit. If any audit or inspection by an auditor or inspectordesignated by Intermountain Healthcare or a governmental or regulatory authority results in R1 being notified that it is not incompliance with any law, regulation, audit requirement or generally accepted accounting principle relating to the Services, R1 shalltake prompt, ongoing actions to comply therewith, and shall continue such actions diligently until the compliance deficiencies havebeen remedied. The forgoing sentence shall not be interpreted to limit IMH’s discretion to adopt improved compliance policies andprocedures as contemplated by Section 18.1 . To the extent feasible, all audits and inspections are to be conducted during R1’snormal business hours of operation and conducted in a manner that does not disrupt R1’s normal business operations. IntermountainHealthcare’s auditors shall be required to comply with any reasonable security policies and procedures provided by R1 and shallexecute any access and confidential information agreements reasonably requested by R1 and that are not any broader in scope than isreasonably necessary in light of any access or other disclosures requested by such auditors for the audit or inspection. If an IMHaudit is conducted to determine whether deficiencies identified in a prior audit have been remediated, and the results of thesubsequent audit find that such deficiencies have not been remediated in accordance with the R1 management action plan, R1 will[**]. If an audit demonstrates that the fees paid by IMH were greater than the fees owed, then R1 will [**].

19.2 Reports . R1 shall provide IMH with [**] reports and data sets set forth in Exhibit 19.2 (the “ Reports ”) to permit IMH tomonitor and oversee R1’s performance of the Services along with any other reports to be provided under this Services Agreement. Inaddition, from time to time, IMH or any IMH Facility administrator or his or her designee may request additional Reports to begenerated by R1 and delivered to IMH on an ad hoc or periodic basis, if so requested, [**]. If IMH requests any report of the type ornature of a report under the Original Services Agreement, a report of the same type or nature will be generated by R1 and deliveredto IMH as a Report under this Section 19.2 . All Reports shall be provided as part of the Services [**]. The Reports shall be providedin a network accessible format with ability for data to be downloaded to IMH’s then current standard spreadsheet application. Ifproblems with IMH’s IT Environment cause any delay in creating or providing Reports, R1 will not be responsible for the delay, butR1 must work in good faith with IMH and any applicable third party vendors or licensors to resolve those problems and overcomethe delay.


40

19.3 Inspection of Servers . At the reasonable request of Intermountain Healthcare, its personnel may inspect R1 Servers and thedata center(s) where they are located for security and other legitimate reasons; provided that, to the extent that R1 or its R1Contractor has a third-party attestation or certification (e.g., SOC 2 Type II) from a qualified third-party assessor that covers all orany portion of the items that would otherwise be the subject of such audit or inspection, then such items shall be excluded from thescope of such audit or inspection. R1 and IMH will mutually develop plans and procedures for addressing items outside the scope ofavailable attestations.

19.4 SOC 2 Type II Audits and Reports . Promptly after the Effective Date and at least [**] thereafter, R1 shall have conductedfor it a SOC 2 Type II audit of each service center or other facility and servers, equipment and software at which any IntermountainRCO Data is stored or from which any Services are performed, and will provide a copy of the SOC 2 Type II report to IMHfollowing the audit. R1 will promptly remedy any issues, deficiencies or security risks identified by the audit or report or if noremedy is necessary then provide a detailed response to the auditor explaining why no remedy is necessary with respect to anidentified deficiency. On an [**] basis, R1 agrees to obtain a SOC 2 Type II report from each service center or other facility at whichany Intermountain RCO Data is stored and will provide a copy of such SOC 2 Type II reports to IMH. The term SOC 2 Type II willinclude any subsequent or successor industry accepted standard or requirements for similar audits and reports reasonably designatedby IMH.

19.5 Pre-Transition Audit . Prior to the commencement of Services for any IMH Facility or IMH Provider, R1 shall be entitled toconduct (directly or through an agent of R1), at R1’s expense, a comprehensive compliance audit of all Services of such IMHFacility or IMH Provider (a “ Pre-Transition Audit ”). R1 shall not use any auditor or inspector who has a pre-existing conflict ofinterest with IMH without the prior written approval of IMH (such approval will not be unreasonably withheld and is now given withrespect to any nationally recognized accounting firm). IMH shall cooperate with R1 in connection with any Pre-Transition Audit,including by facilitating access to the applicable IMH Facility or IMH Provider and personnel of such IMH Facility or IMHProvider. IMH shall use commercially reasonable efforts to correct any adverse findings of any Pre-Transition Audit. If IMHdisputes any findings, the dispute will be resolved in accordance with Article XX . Notwithstanding anything in this Agreement tothe contrary, R1 shall have no responsibility or liability for any non-compliance with any Law or this Agreement identified by a Pre-Transition Audit with respect to any IMH Facility or IMH Provider if such non-compliance continues to occur after theCommencement Date (either because IMH would not or was not able to remedy and/or R1 cannot reasonably remedy) (suchnoncompliance, “ IMH Controlled Non-Compliance ”). However, R1 shall be responsible for (i) performance of all of the Servicesand (ii) meeting its compliance obligations under the Agreement, in each case of (i) and (ii), to the extent such performance orcompliance is not affected by any IMH Controlled Non-Compliance. While conducting these audits R1 remains subject to the termsof this Agreement.

XX. DISPUTE RESOLUTION


41

20.1 Compliance with Rights of Cure and Dispute Resolution . Intermountain Healthcare and R1 each agrees that in the event ofany breach of this Services Agreement, the Parties must follow and comply with the applicable provisions of this ServicesAgreement relating to the rights of cure, dispute resolution and termination for cause which are set forth in this Article XX andArticle XXIII above.

20.2 Referral of Dispute to Executive Sponsors . Except as otherwise specifically provided herein, any dispute arising under thisServices Agreement shall first be referred to the Intermountain Healthcare Executive Sponsor and the R1 Executive Sponsor.

20.3 Referral of Dispute to the Operations Oversight Council and/or Joint Review Board . Any dispute which is not resolvedthrough a good faith dialogue by the Intermountain Healthcare Executive Sponsor and the R1 Executive Sponsor within [**] weeks(or such longer period as may be agreed upon by the Parties) may be referred, by either Party, to the Operations Oversight Council orJoint Review Board for resolution, depending on the nature of the dispute and the responsibilities of each body. In the event that adispute is not resolved through a good faith dialogue by the Operations Oversight Council or Joint Review Board within [**]additional weeks (or such longer period as may be agreed upon by the Parties), then the dispute will be resolved in accordance withthe following Section 20.4 .

20.4 Arbitration . Any dispute which is not resolved by agreement of the Parties as provided in Sections 20.2 and 20.3 shall,except as otherwise provided in this Services Agreement, be finally settled by arbitration, conducted on a confidential basis, underthe US Arbitration Act, if applicable, and the then-current Dispute Resolution Procedures (‘‘ Rules ”) of the American HealthLawyers Association (the “ Association ”) strictly in accordance with the terms of this Services Agreement and the laws of the Stateof Utah, excluding its principles of conflicts of laws.

All arbitration hearings shall be held in Salt Lake City, Utah. The arbitration decision shall be made by one arbitrator whowill be selected by mutual agreement of the Parties, or if they cannot agree, then by the Association in accordance with itsapplicable rules and procedures. The arbitrator shall be a licensed practicing attorney, shall have no conflicts, shall beknowledgeable in the subject matter of the dispute, and shall have experience and education which qualify him or her tocompetently address the specific issues to be designated for arbitration. Each Party shall bear its own costs of the arbitrationand one-half of the arbitrator’s costs and the costs of the Association. The arbitrator shall apply Utah substantive law to theproceeding. The arbitrator shall have the power to grant all legal and equitable remedies and award compensatory damagesprovided by Utah law, subject to the limitations set forth in this Services Agreement; provided, however, the arbitrator shallnot have the power to amend this Services Agreement, award punitive or exemplary damages, or award damages in excess ofany applicable limits contained in the Services Agreement. The arbitrator shall prepare in writing and provide to the Partiesany award, including factual findings and the reasons on which the decision is based. The arbitrator shall not have the


42

power to commit errors of law, and the award may be vacated or corrected for any such error.

Any award shall be paid within [**] days of the issuance of the arbitrator’s decision. If any award is not paid within [**]days, any Party may seek entry of a judgment in state or federal courts located in the State of Utah in the amount of theaward.

Neither Party shall be excluded from seeking provisional or equitable remedies in the courts of competent jurisdiction,including but not limited to, temporary restraining orders and preliminary and permanent injunctions, but such remedies shallnot be sought as a means to avoid or stay arbitration. THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TO TRIALBY JURY. ANY LITIGATION BETWEEN THE PARTIES WILL BE CONDUCTED EXCLUSIVELY IN A STATE ORFEDERAL COURT IN THE STATE OF UTAH AND ITS COURTS OF APPEAL, BUT THIS DOES NOT EXCUSE ANYPARTY FROM AN OBLIGATION UNDER THIS SERVICES AGREEMENT TO ARBITRATE. THE PARTIES AGREEAND SUBMIT TO SUCH JURISDICTION AND VENUE. THE REQUIREMENT OF ARBITRATION SET FORTH INTHIS SECTION SHALL NOT APPLY IN THE EVENT THAT THERE IS THIRD PARTY JOINDER BY EITHERPARTY OR A THIRD PARTY INSTITUTES AN ACTION AGAINST ANY PARTY TO THIS SERVICESAGREEMENT, AND SUCH THIRD PARTY IS NOT AMENABLE TO JOINDER IN THE ARBITRATIONPROCEEDINGS CONTEMPLATED BY THIS SECTION.

XXI. INDEMNIFICATION AND LIABILITY

21.1 Indemnification by R1 . R1 shall indemnify and hold harmless Intermountain Healthcare, IMH Facilities, IMH Providers, andtheir respective directors, trustees, officers, representatives and employees from and against any and all claims, judgments, awards,settlements, liabilities, costs, attorneys’ fees and losses arising out of any third party claims, including, without limitation, anygovernmental claims or employment practice claims, based upon or resulting from R1’s (a) [**], (b) infringement of any patent,trademark, service mark, trade name or trade secret, (c) tortious conduct, (d) willful misconduct, (e) HIPAA violation, (f) [**]; (g)taxes assessed against Intermountain Healthcare which are the responsibility of R1, (h) violations by R1 of its obligations,representations and warranties hereunder; (i) [**]; and (j) damage, loss or destruction of any real or tangible personal propertycaused by the negligence or other tortious conduct of R1 or the failure of R1 to comply with its obligations under this Agreement, ineach case of (a) to (j) above which are not caused or directed by Intermountain Healthcare. For purposes of (i) above, [**].

21.2 Indemnification by Intermountain Healthcare . Intermountain Healthcare shall indemnify and hold harmless R1 and itsdirectors, officers and employees and third party delivery partners from and against any and all claims, judgments, awards,settlements, liabilities, costs, attorneys’ fees and losses arising out of any third party claims, including any governmental claims oremployment practice claims, based upon or resulting from Intermountain Healthcare’s (a) [**], (b)


43

infringement of any patent, trademark, service mark, trade name or trade secret, (c) tortious conduct, (d) willful misconduct, (e)HIPAA violation, (f) [**], (g) taxes assessed against R1 which are the responsibility of Intermountain Healthcare, (h) violations byIntermountain Healthcare of its obligations, representations and warranties hereunder, and (i) [**]; in each case of (a) to (i) abovewhich are not caused or directed by R1, pursuant to the billing, coding and collection policies, practices and procedures ofIntermountain Healthcare. For purposes of (i) above, [**].

21.3 Liability Cap . Each Party’s monetary liability under this Services Agreement to the other Party, including this Article XXI ,shall be capped at [**]. Such cap shall not apply to liability for (a) claims arising out of a Party’s, or such Party’s employees’,vendors’, agents’, or R1 Contractors’ willful or intentional misconduct or intentional breach or gross negligence, or breach of awarranty or misrepresentation; (b) personal bodily injury or death or physical property damage; (c) taxes assessed against one Partythat are the responsibility of the other Party; (d) a Party’s infringement of any patent, trademark, service mark, trade name or tradesecret belonging to the other Party or its Affiliate; (e) payments for Services rendered prior to termination of this Services Agreementor any other fees, payments or credits set forth in this Services Agreement (including any of its Exhibits); (f) any breach of any of thefollowing Sections 9.3 , [**], or [**]; (g) [**]; (h) a breach of the BAA or Malware and Security Agreement; (i) [**], (j) [**]; or (k)[**] (collectively, the “ Uncapped Liabilities ”). Notwithstanding anything to the contrary in this Article XXI or elsewhere in thisAgreement, in no event will either Party be liable to the other Party for any consequential, incidental, punitive or exemplarydamages, including lost profits, except that [**].

21.4 Exception for Wrongful Termination . In the event of a Party’s wrongful termination of this Services Agreement, eachParty’s monetary liability resulting from such termination shall be limited to the following (which are agreed to be direct damages):

(a) In the case of a wrongful termination by Intermountain, R1’s damages shall be [**]: (A) if such wrongful terminationoccurs prior to the date that is twelve (12) months after the first Commencement Date (the “ Reference Date ”), [**],and (B) if such wrongful termination occurs on or after the Reference Date, then [**]; and (ii) any direct damages notincluded in (i) above that can be established or documented by R1, including, without limitation, any direct damagesunder Section 21.6. [**]

(b) In the case of a wrongful termination by R1, Intermountain’s damages shall be [**], and (iv) any direct damages notincluded in (i), (ii) or (iii) above that can be established or documented by IMH, including, without limitation, anydirect damages under Section 21.6 . [**]

21.5 [**] .

21.6 Acknowledged Direct Damages . The following categories of costs, expenses, damages, fines, penalties, amounts and lossesshall be considered direct damages and neither Party


44

shall assert that they are indirect, incidental, collateral, consequential or special damages or lost profits to the extent theyresult from either Party's failure to perform in accordance with this Agreement:

(i) Costs and expenses of recreating or reloading a Party's information which is lost, stolen or damaged as a result of theother Party's breach of its obligations under this Agreement.

(ii) [**]

(iii) [**]

(iv) [**]

(v) [**]

(vi) Straight time, overtime or related expenses incurred by either Party for employees, wages and salaries additionalemployees, travel expenses, and overtime expenses.

(vii) Damages, fines, and penalties imposed by a regulatory agency for a Party's failure to comply with deadlines which isnot the result of a Force Majeure Event.

(viii) [**]

The absence of a direct damage listed in this Section 21.6 shall not be construed or interpreted as an agreement to exclude itas a direct damage under this Services Agreement.

XXII. INSURANCE

22.1 R1 Insurance Requirements . R1 will obtain and continuously maintain the following insurance coverages:

(a) Workmen’s Compensation - statutory limits in each state as applicable to R1 employees who work on the Services.

(b) Comprehensive General Liability Insurance - [**].

(c) Comprehensive Auto Liability Insurance - [**] per accident.


45

(d) Umbrella excess liability coverage above the commercial general liability and comprehensive automobile liabilitydescribed above in all amount not less than [**] per occurrence/accident.

(e) Crime Insurance -- R1 is responsible for loss to owner and third party property/assets and shall maintaincomprehensive crime insurance coverage for the dishonest acts of its employees in a minimum amount of [**].Intermountain Healthcare is to be named loss payee with respect to the comprehensive crime insurance coverage.

(f) Errors and Omissions Liability -- R1shall provide liability limits of at least [**] per claim and [**] in the aggregate.Coverage shall address the effects of any errors, omission, act, failure to act, neglect or breach of duty in theperformance of Services or professional duties which are subject to this Services Agreement, including but not limitedto, coverage for failure to properly maintain and/or protect personal information or confidential corporate information.The retroactive insurance date of such insurance shall be no later than the Effective Date of this Services Agreement.Such coverage must specifically identify Intermountain Healthcare and its officers, employees, and agents asadditional insureds. If such errors and omissions liability coverage is written on a “claims made” basis, coverage mustbe continued for [**] years following the termination of this Agreement. All insurance required in this section mustbe with insurers holding AM Best rating no less than A VII. [**] If R1 becomes aware of a breach involving personalor patient information of Intermountain Healthcare, R1 must notify Intermountain Healthcare immediately andcooperate with Intermountain Healthcare in providing the appropriate breach response as directed and controlled byIntermountain Healthcare.

(g) Network Security and Privacy Liability -- R1 shall provide third party liability limits of at least [**] per claim and[**] in the aggregate, including regulatory fines and penalties coverage. The retroactive insurance date of suchinsurance shall be no later than the Effective Date of this Services Agreement. Such coverage must specificallyidentify Intermountain Healthcare and its officers, employees, and agents as additional insureds. If such networksecurity and privacy liability coverage is written on a “claims made” basis, coverage must be continued for [**]following the termination of this Agreement. All insurance required in this section must be with insurers holding AMBest rating no less than A VII. [**] If R1 becomes aware of a breach involving personal or patient information ofIntermountain Healthcare, R1 must notify Intermountain Healthcare immediately and cooperate with IntermountainHealthcare in providing the appropriate breach response as directed and controlled by Intermountain Healthcare.

22.2 IMH Insurance Requirements .


46

(a) IMH will obtain and continuously maintain the following insurance coverages throughout the Term of this ServicesAgreement and where possible may do so in whole or in part through self-insurance:

(i) Workers’ Compensation – statutory limits in each state as applicable to IMH employees who work on theServices.

(ii) Comprehensive General Liability Insurance – [**]

(iii) Comprehensive Auto Liability Insurance – [**] per accident

(iv) Umbrella excess liability coverage above the Comprehensive General Liability Insurance and ComprehensiveAuto Liability Insurance described above in an amount not less than [**] per occurrence/accident.

XXIII. TERM AND TERMINATION

23.1 Term Unless earlier terminated in accordance with this Article XXIII , the term of this Services Agreement shall commenceon the Effective Date and will continue for ten (10) years thereafter (the “ Term ”). The Parties shall commence discussions in goodfaith upon the eighth (8 th ) anniversary of the Effective Date for a possible extension of the Term for an additional five (5) yearperiod. A Party is not required to agree to an extension.

23.2 Terms of Work Orders . The term for each Work Order shall begin on the effective date set forth in such Work Order andcontinue for the rest of the Term, unless such Work Order sets forth an earlier expiration date or is earlier terminated in accordancewith its terms.

23.3 Termination for Cause .

(a) By Either Party . If a Party commits a material breach of this Services Agreement, the Business AssociateAgreement or the Malware and Security Agreement which material breach results in a Material Adverse Effect on thenon-breaching Party and is not cured within [**] from the breaching Party’s receipt of a written notice of the breach,then the non-breaching Party may, by giving notice to the breaching Party, terminate this Services Agreement. Thenotice of breach must specifically identify the provisions that are breached and must state the actions that the non-breaching Party believes are necessary for the breaching Party to cure the breach. If more than [**] days arereasonably needed to cure the breach, then the breaching Party shall be allowed such additional time as is reasonablyrequired provided that the breaching Party gives notice of the need and begins the cure within the [**] day period andthe breaching Party is thereafter diligent in pursuing the cure to completion. If the breach is not curable, then for thepurposes of this Section, the breach shall be deemed cured


47

if the breaching Party takes reasonable steps to prevent a repeat of the breach. The breaching Party remains liable fordamages caused by its incurable breach.

(i) Protection of IMH Against Termination. In view of IMH’s critical reliance on the Services and thisServices Agreement, if IMH disputes that a material breach has occurred, then the issue (i.e., whether or not amaterial breach by IMH has occurred) must first be decided by the dispute resolution provisions of Article XX, including arbitration if necessary. If the Parties agree in writing that the material breach by IMH has occurredor if an arbitrator holds that the material breach by IHM has occurred, then IMH shall have an opportunity tocure the breach as described above (or to address an incurable breach as described above) in order to preservethis Services Agreement and to avoid termination by R1. The [**] day cure period will begin when the Partieshave agreed in writing that the material breach has occurred or when the Parties receive the final writtendecision of the arbitrator that the material breach by IMH has occurred, and such period is subject to extensionas described above.

(b) Service Level Issues . If R1 has [**] or more Service Level Defaults over [**], then IMH may, upon at least [**]days’ prior written notice to R1, terminate this Services Agreement. At IMH’s option, only a subset of the Servicesmay be terminated and this Services Agreement will continue for the remaining Services.

(c) [**].

(d) [**].

(e) [**].

23.4 [Intentionally Blank]

23.5 Termination for Exclusion from Federal Health Programs, Changes in Law, Adverse Judgments.

(a) Exclusion from Federal Health Care Program . A Party shall have the right to immediately terminate, upon writtennotice to the other Party, this Services Agreement if the other Party is excluded from a Federal Health Care Program,subject to Section 23.8 .

(b) Changes in Law . Upon expiration of the Workaround Period (during which no reasonable workaround has beenagreed to in accordance with Section 23.5(d) ), a Party, upon [**] days’ prior written notice to the other Party, mayterminate the applicable portion of the Services if there is a change in a Healthcare Law but only


48

to the extent that, as a result of such change: (i) it would be unlawful for the terminating Party to continue to performor receive such applicable portion of the Services; or (ii) the continued performance or receipt by the terminatingParty of such applicable portion of the Services would have a Material Adverse Effect on such Party’s business, takenas a whole.

(c) Adverse Judgments .

(i) “ Adverse Judgment ” means an adverse judgment, injunction, order or decision made against a Party by adomestic or foreign national, state, county, municipal, local, territorial or other government body, authority,department, agency, court, official or public or statutory person of competent jurisdiction.

(ii) Upon expiration of the Workaround Period (during which no reasonable workaround has been agreed to andimplemented in accordance with Section 23.5(d) ), if there has been an Adverse Judgment against IMH or anyIMH Affiliate that receives the Services:

(1) that is caused by the fault of R1 or any R1 Affiliate or R1 Contractor, and not by any fault orcontributory acts or omissions by IMH or any IMH Affiliate the following will apply:

(A) IMH may upon [**] days’ prior written notice to R1 terminate the applicable portion ofthe Services (or, solely with respect to subparts (II) and (III), this Services Agreement) if there is, and only tothe extent that as a result of, such Adverse Judgement (I) it would be unlawful, in the judgment of IMH legalcounsel, for IMH or the applicable IMH Affiliate to continue to receive such applicable portion of theServices; (II) there is a Material Adverse Effect on IMH’s or the applicable IMH Affiliate’s business; or (III)the continued receipt by IMH or the applicable IMH Affiliate of such applicable portion of the Services wouldhave a Material Adverse Effect on IMH or the applicable IMH Affiliate’s business.

(B) R1 may terminate only the applicable portion of the Services upon [**] days’ priorwritten notice to IMH if it would be unlawful for R1 to continue to provide the applicable portion of theServices.

(2) that is not caused by the fault of R1 or an R1 Affiliate or an R1 Contractor, then:

(A) R1 may upon [**] days’ prior written notice to IMH, terminate the applicable portion ofthe Services if it would be unlawful for R1 to continue to provide such applicable portion of the Services.


49

(B) IMH may terminate the applicable portion of the Services upon [**] days’ prior writtennotice to R1 if it would be unlawful for IMH or the applicable IMH Affiliate to continue to receive theapplicable portion of the Services.

(iii) Upon expiration of the Workaround Period (during which no reasonable workaround has been agreed to andimplemented in accordance with Section 23.5(d) ), if there has been an Adverse Judgment against R1 or anyR1 Contractor or R1 Affiliate that provides the Services:

(1) that is caused by the fault of IMH or any IMH Affiliate, and not by any fault or contributory acts oromissions by R1 or any R1 Affiliate or R1 Contractor:

(A) R1 may upon [**] days’ prior written notice to IMH terminate the applicable portion ofthe Services if there is, and only to the extent that as a result of, such Adverse Judgement it would be unlawfulfor R1 to continue to provide such applicable portion of the Services .

(B) IMH may terminate the applicable portion of the Services upon [**] days’ prior writtennotice to R1 if it would be unlawful for IMH or the applicable IMH Affiliate to continue to receive theapplicable portion of the Services.

(2) that is not caused by the fault of IMH or any IMH Affiliate, then:

(A) IMH may upon [**] days’ prior written notice to R1, terminate the applicable portion ofthe Services (or, solely with respect to subparts (II) and (III), this Services Agreement) if there is, and only tothe extent that as a result of, such Adverse Judgment (I) it would be unlawful for IMH or the applicable IMHAffiliate to continue to receive such applicable portion of the Services; (II) there is a Material Adverse Effecton IMH’s or the applicable IMH Affiliate’s business; or (III) the continued receipt by IMH or the applicableIMH Affiliate of such applicable portion of the Services would have a Material Adverse Effect on IMH or theapplicable IMH Affiliate’s business.

(B) R1 may terminate the applicable portion of the Services upon [**] days’ prior writtennotice to IMH if it would be unlawful for R1 to continue to provide the applicable portion of the Services.


50

(d) Reasonable Workarounds . Prior to either Party exercising any termination right in (b) or (c) above, unless a Party isprohibited from doing so by an Adverse Judgment, the Parties shall:

(i) cooperate in good faith for at least [**] days to agree upon and implement a reasonable workaround thatwould eliminate the Material Adverse Effect, if applicable, and cure the violation of Applicable Law (eitherParty may extend that period by up to an additional [**] days); and

(ii) if such period has passed, or at such earlier time as mutually agreed to by the Parties, and no such workaroundhas been agreed to and implemented by the Parties, then either Party may submit the dispute to non-bindingmediation with the American Health Lawyer’s Association. The procedures for such mediation and relatedcosts shall be substantially the same as those set forth in Section 20.4 for any arbitration under this ServicesAgreement, provided that the mediation shall not be binding. The Parties shall be required to participate insuch mediation in good faith and use all reasonable efforts to reach a mutually agreed workaround (includingany increase in fees required to implement such workaround but only if the Adverse Judgement is not the faultof R1 or any R1 Contractor or R1 Affiliate that provides the Services), and a proposed implementation plan. Ifa workaround is agreed to, then the Parties will implement it.

The processes set forth in Sections 23.5(d)(i) and 23.5(d)(ii) above, as applicable, shall be collectively referred to as the “Workaround Period ”. Nothing in this Section 23.5 will negate, limit or affect any right of termination under any othersection of this Agreement.

(e) Termination of a Portion of the Services . In the event of a termination of a portion of the Services pursuant to Section23.3(b) or this Section 23.4 , the termination shall be applied to the IMH Facilities and IMH Providers that were previouslyreceiving such Services and an equitable reduction will be made to the Charges and other fees to take into account thereduced scope of the Services being performed by R1 pursuant to Exhibit 11.1-A . If the Parties cannot agree on thereduction, then the matter will be decided under Article XX .

23.6 Termination for Insolvency . If any Party (the “ Insolvent Party ”) (a) files for bankruptcy, (b) becomes or is declaredinsolvent, or is the subject of any bona fide proceedings related to its liquidation, administration, provisional liquidation, insolvencyor the appointment of a receiver or similar officer for it, (c) passes a resolution for its voluntary liquidation, (d) has a receiver ormanager appointed over all or substantially all of its assets, or (e) makes an assignment for the benefit of all or substantially all of itscreditors, then the other Party may terminate this Services Agreement upon prior written notice to the Insolvent Party; provided,however, that (x) any Insolvent Party subject to an involuntary proceeding will have a reasonable amount of time (and in no eventless than [**]days) to have such proceeding dismissed or stayed prior to the other Party having the right to


51

terminate this Services Agreement pursuant to this Section 23.6 , (y) R1 will not have the right to terminate this Services Agreementunder this Section 23.6 so long as IMH is current in its payment of the Charges hereunder, and (z) IMH will not have the right toterminate this Services Agreement under this Section 23.6 so long as R1 continues to provide the Services and comply with thisAgreement.

23.7 Return or Destruction of RCO Data . Upon termination of this Agreement, R1 will return or destroy all Intermountain RCOData and will not retain, nor allow any of its agents or subcontractors to retain, any Intermountain RCO Data. Further, R1 will certifyin writing to Intermountain that R1 (including its agents and subcontractors) has returned or destroyed all Intermountain RCO Datain accordance with the return and destruction provisions set forth in the Business Associate Agreement. In the event R1 determinesthat the return or destruction of Intermountain RCO Data is infeasible, R1 shall notify Intermountain of the conditions that makereturn or destruction infeasible and upon mutual agreement of the Parties that return or destruction is infeasible, R1 shall extend theprotections of this Agreement, as well as the protections set forth in the Business Associate Agreement and Malware and SecurityAgreement, as applicable, to such Intermountain RCO Data and limit further uses and disclosures to the specific and limitedpurpose(s) that makes return or destruction of the Intermountain RCO Data infeasible.

23.8 Disengagement Services . Upon expiration or any other termination of this Services Agreement, R1 shall provide IMH withContinued Services and Disengagement Services subject to the requirements of and pursuant to the process set forth in Exhibit 23.8 .The Term of this Services Agreement will be extended for purposes of the Continued Services and Disengagement Services for theduration of the disengagement and the Continued Services and Disengagement Services. Continued Services and DisengagementServices are considered part of the Services. IMH may, at its discretion, request to receive less than all of the Continued Services andDisengagement Services. If any IMH Facility or IMH Provider is sold or divested, then Continued Services and DisengagementServices will also be provided for the sold or divested IMH Facility or IMH Provider on an as-needed basis with Exhibit 23.8reasonably adjusted to accommodate the sale or divestiture. If any portion of the Services is terminated, including, withoutlimitation, pursuant to Section 23.3(b) or Section 23.4 , then Continued Services and Disengagement Services will also be providedfor the terminated Services to the extent such Continued Services and Disengagement Services would not be in violation ofApplicable Law.

XXIV. GENERAL TERMS OF AGREEMENT

24.1 Authority . Each Party represents and warrants that it has the authority to enter into this Services Agreement and to be boundby its terms, and that it has been executed by all necessary and authorized individuals.

24.2 Survival . The terms of Articles XI , XXI , XXIII , XXIV and Sections 9.2 , 9.3 , 9.4 , 14.1 (with respect to indemnificationobligations), 15.1 , 15.2 , 15.4 , 15.5 (solely with respect to the last three sentences and the perpetual license of 15.5, but not to anyother use of Intermountain RCO Data),

52

16.4 , 18.5 , 18.6 , 18.7 , 18.9(a) 18.9 , 19.1 and 20.4 of this Services Agreement shall survive the expiration or termination of thisServices Agreement to the extent applicable, but no such survival will require a continuation of Services (or payment for Servicesperformed) after expiration or termination except for Continued Services and Disengagement Services during the extended Term asprovided in Section 23.8 and Exhibit 23.8 . Any other provisions that expressly or by their nature should survive expiration or othertermination will also survive to the extent applicable. Termination of this Services Agreement will not excuse any fees, payments orcredits that accrue or become due prior to termination or any payments for Continued Services and Disengagement Services underSection 23.8 and Exhibit 23.8 .

24.3 Signing Authority . No amendment or contract between the Parties will be binding on Intermountain Healthcare or R1 unlesssigned by a Vice President or President in the case of Intermountain Healthcare, or a Senior Vice President, the General Counsel orthe Chief Executive Officer in the case of R1.

24.4 No-Hire . As a result of, and in connection with, their respective activities under this Services Agreement, R1 andIntermountain Healthcare will become familiar with the employees of one another. During the Term of this Services Agreement, andfor a period of eighteen (18) months thereafter, R1 agrees not to hire or offer employment to any employee of IntermountainHealthcare, without the express written consent of Intermountain Healthcare (such consent is deemed given for employees to betransitioned to R1 in accordance with the Transition Work Plan). During the Term of this Services Agreement, and for a period ofeighteen (18) months thereafter, Intermountain Healthcare agrees not to hire or offer employment or a service opportunity to anyemployee of R1 for employment or service, without the express written consent of R1; provided, however, that after the first five (5)months tollowing the Commencement Date, such restriction shall be limited to employment or service in the area of revenue cycleoperations. This prohibition against offers is not breached by a Party by its advertisements (e.g., “help wanted ads”) or othersolicitations that are of a general nature (e.g., in newspapers or other publications or on the Internet) that are not specifically targetedto the employees of the other Party (a “ General Solicitation ”). Nothing herein prohibits IMH from hiring or soliciting for hire at anytime any person whose employment with R1 is terminated by R1. This Section 24.4 and these restrictions do not apply to a Party ifthis Services Agreement is terminated by such Party under Section 23.3 , 23.5(e) or 23.6 of this Services Agreement or if the otherParty seeks protection under the bankruptcy laws or becomes insolvent. For example, in such situations, the terminating Party maysolicit and make offers to, and may hire or engage the services of, any employees of the other Party. Likewise, any solicitations orhiring permitted pursuant to Exhibit 23.8 (Disengagement Services) shall not be a violation of this Section 24.4 .

24.5 Disclaimers . EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, NEITHER INTERMOUNTAINHEALTHCARE NOR R1 MAKES ANY OTHER REPRESENTATION OR WARRANTIES WITH RESPECT TO THISSERVICES AGREEMENT AND EACH EXPLICITLY DISCLAIMS ALL OTHER REPRESENTATIONS AND

53

WARRANTIES, EXPRESS OR IMPLIED WITH RESPECT TO THIS SERVICES AGREEMENT. THESE DISCLAIMERS DONOT NEGATE, LIMIT OR AMEND THE BAA, MALWARE AND SERVICES AGREEMENT, ACCESS ANDCONFIDENTIALITY AGREEMENT, ANY INVESTMENT AGREEMENT OR ANY REAL ESTATE, LEASE, OR SUBLEASEAGREEMENT BETWEEN THE PARTIES.

24.6 Record Retention . In addition to R1’s obligations in this Services Agreement, the Parties will each retain standard recordsand supporting documentation as required by applicable tax authorities and statutory legal requirements and will make those recordsavailable to one another upon reasonable request if and as required by Applicable Law.

24.7 Force Majeure . Each Party will be excused from performance under this Services Agreement (other than obligations to makepayments that become due under this Services Agreement) for any period and to the extent that it is prevented from or delayed inperforming any obligation pursuant to this Services Agreement in whole, or in part, as a result of a Force Majeure Event (as definedbelow). However, Intermountain Healthcare will not be required to make payment for Services that are not performed due to a ForceMajeure Event. If either Party is prevented from, or delayed in performing any of its obligations under this Services Agreement by aForce Majeure Event, it shall promptly notify the other Party of the occurrence of such Force Majeure Event and describe, inreasonable detail, the circumstances constituting the Force Majeure Event and the obligations which it will be delayed or preventedfrom performing as a result of the Force Majeure event. “ Force Majeure Events ” shall mean the occurrence of an event orcircumstance beyond the reasonable control and anticipation of a Party, including, but not limited to, any change in state or federalstatutes which would preclude a Party from performing its obligations under this Services Agreement, provided that (i) the non-performing Party is without fault in causing or failing to prevent such occurrence and (ii) such occurrence cannot be circumvented byreasonable precautions and could not have been circumvented through the use of commercially reasonable alternative sources,alternate plans or other means. The excused Party must exercise its diligent and continuous best efforts to overcome the ForceMajeure Event and resume performance. If a significant portion of the Services cannot be performed in all material respects becauseof a Force Majeure Event lasting more than four weeks, Intermountain Healthcare may terminate this Services Agreement uponnotice to R1 without any liability for such termination and without any Termination Fee, but Section 23.8 (Disengagement Services)will apply and Section 24.4 will not restrict IMH or prevent it from any offering or hiring.

24.8 Taxes . All service charges, fees, expenses and other amounts due under this Services Agreement are exclusive of all taxes.Intermountain Healthcare shall be responsible for payment of all taxes incurred or assessed on the Services, including any applicablesales and use tax, if any. As a non-profit corporation, Intermountain Healthcare does not expect to be liable or obligated for any suchtaxes. Intermountain Healthcare will provide evidence of its tax-exempt status to R1 upon request. R1 will cooperate withIntermountain Healthcare’s reasonable requests to assert and

54

preserve its tax-exempt status. Each Party shall be responsible for taxes based on its own net income, employment taxes of its ownemployees and taxes on property it owns.

24.9 Assignment . This Services Agreement may not be assigned by either Party without the prior written consent of the otherParty which may not be unreasonably withheld, provided, however, that this Services Agreement may be assigned by a Party,without the consent of the other Party, (i) in connection with the sale of substantially all of the assets of such Party, (ii) by operationof law in connection with a merger or reorganization (including a sale of all or a majority of the equity securities of the Party) thatincludes transfers of all or substantially all of the assets of the Party, or (iii) to a wholly owned subsidiary of such Party (providedthat the Party guarantees in writing the performance and obligations of such subsidiary). Any assignee of this Services Agreementmust confirm in writing to the non-assigning Party that the assignee has assumed all of the assigning Party’s duties and obligationsunder this Services Agreement.

24.10 Relationship of Parties . In connection with this Services Agreement, each Party is an independent contractor. Except asexpressly provided in this Services Agreement, R1 does not undertake, hereunder or otherwise, to perform any obligation ofIntermountain Healthcare, whether legal, regulatory or contractual, or to assume any responsibility for Intermountain Healthcare’sbusiness or operations. This Services Agreement establishes and shall only be construed as establishing a contract between unrelatedbusiness entities for the provision and purchase of certain services and does not and shall not be deemed to create a joint venture,partnership, fiduciary or agency relationship between the Parties for any purpose. With respect to its own personnel, each Party isindependently responsible for all obligations incumbent upon an employer, but this does not excuse R1 from its obligations toprovide Services in accordance with this Services Agreement.

24.11 Notice . Notices to R1 and Intermountain Healthcare required by this Services Agreement shall be sent via certified first-class mail, or overnight delivery, to the following respective addresses, and shall be deemed received by the Receiving Party three(3) business days after being mailed certified first class, or one (1) day after being sent by overnight delivery:

R1 RCM Inc.Attention: Joseph Flanagan,President and CEO401 N. Michigan 27th FloorChicago, Illinois 60611

Intermountain HealthcareAttention: Bert Zimmerli,Executive Vice President and CFO36 South State Street23rd FloorSalt Lake City, UT 84111

With a copy to: R1 RCM Inc.Attention: General Counsel401 N. Michigan27th FloorChicago, Illinois 60611

With a copy to:Intermountain HealthcareAttention: General Counsel36 South State Street, 22nd FloorSalt Lake City, UT 84111

24.12 Severability . If any provision of this Services Agreement is declared invalid, unenforceable or void by a court of competentjurisdiction, such decision shall not have the effect of invalidating

55

or voiding the remainder of this Services Agreement. Rather, it is the intent of the Parties that in such an event this ServicesAgreement will be deemed amended by modifying such provision to render it valid and enforceable while preserving the originalintent of the Parties. If that is not possible, the Parties shall agree on a substitute provision which is legal and enforceable, and whichachieves the same objective as the original provision to the extent possible.

24.13 No Third-Party Beneficiaries . Nothing in this Services Agreement is intended or shall be construed to confer upon anyperson (other than the Parties hereto and the indemnified parties specifically identified herein) any rights, benefits or remedies of anykind or character whatsoever, and no person or entity shall be deemed a third-party beneficiary under or by reason of this ServicesAgreement.

24.14 Amendment . Except as explicitly provided for herein or in an Exhibit hereto, this Services Agreement may only beamended or modified by execution of a written amendment or modification signed by both Parties.

24.15 Entire Agreement . This Services Agreement, including the Exhibits and accompanying schedules and plans contemplatedby its terms, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior andcontemporaneous agreements and understandings, whether written or oral, between the Parties with respect to the subject matter.There are no representations, understandings or agreements related to this Services Agreement which are not fully expressed in thisServices Agreement. This Section does not negate, limit, or apply to any NDA, the BAA, the Malware and Security Agreement, orany Access and Confidentiality Agreement.

24.16 Governing Law . This Services Agreement will be governed by and construed in accordance with the laws of the State ofUtah.

24.17 Subcontractors . To the extent that R1 uses any subcontractors, R1 Contractors and Affiliates for any Services or any otherpurpose relating to this Services Agreement, any provision (e.g., R1’s confidentiality obligations) in this Services Agreement thatapplies to R1 or its employee and should reasonably also apply to such subcontractors, R1 Contractors or Affiliates will also apply tothem and R1 will be responsible for their compliance therewith and will be liable for their negligence, misconduct or breach.

24.18 Use of the Intermountain Name .

(a) Use of the Intermountain Name. The term “Intermountain Name” means Intermountain Healthcare or IHC HealthServices, Inc. or any other name by which IMH is recognized or any logo of IMH. R1 may use the IntermountainName as reasonably needed to accurately identify Intermountain as a user of the Services. But any such use of theIntermountain Name in a publication or press release, in marketing, promotional or advertising materials, on awebsite, or other than in private

56

communications will require prior approval as described below. The Intermountain Name may not be used by R1 as aservice mark, trademark, or brand for any product or service of R1.

(b) Approval. Use by or for R1 of any Intermountain Name in a publication or press release, in marketing, promotionalor advertising materials, on a website, or other than in private communications will require the prior written approvalof the Communications Department of IMH. To obtain approval, R1 must fully and accurately disclose to theCommunications Department the manner and context of the use. The manner and context of use may be considered indeciding whether or not to give the approval. Once approval for a specific use is given, repeat approval of the sameuse is not needed unless there is a significant change in the manner or context in which the Intermountain Name isused. But Intermountain may, at its reasonable discretion, withdraw approval of a particular use that was previouslyapproved.

(c) Endorsement, Sponsorship and Affiliation. In no event, may R1 use any Intermountain Name in any manner orcontext that states, suggests or implies: (a) that IMH endorses or sponsors any products or services of R1 or a thirdparty, or (b) that IMH is affiliated with R1 in any way other than as a minority owner of R1 or a customer of R1consistent with the formal written agreements between the Parties. Notwithstanding the foregoing, R1 shall bepermitted to truthfully inform current and prospective customers that IMH is a customer of R1.

(d) Names of Individuals. In no event will R1 use the name of any Intermountain Individual on a website or in anymanner to market, promote, or advertise any products or services without the prior written consent in each case of theIntermountain Individual and the approval of the Communications Department of IMH. “Intermountain Individual”means a natural person who is in the management of IMH or its Affiliate or who is a physician, healthcare provider,researcher, employee or volunteer of IMH or its Affiliate. With respect to such approval, the provisions ofSubsections (b) to (d) will apply on a mutatis mutandis basis to the extent reasonable.

(e) Law or Regulation. Disclosure of an Intermountain Name or Intermountain Individual’s name, to the extent requiredby applicable law or regulation (e.g., as needed to comply with the reporting requirements of federal or state law orregulation), will not be subject to the restrictions of this Section.

24.19 Appropriate Use . In no event will any Party use any name or likeness of the other Party, including the Intermountain Namewith respect to uses by R1, in any manner or context that is misleading, false, unethical or unlawful.

24.20 Counterparts and Execution . This Services Agreement may be executed in counterparts, each of which shall be deemed tobe an original, which together shall constitute a binding agreement. Each person signing below represents that she or he has theauthority to sign this Services Agreement for and on behalf of the Party for whom she or he is signing.

57

[Remainder of Page Intentionally Left Blank]

58

Agreed to and Accepted by:

R1 RCM Inc.

By: /s/ Joseph Flanagan

Name: Joseph Flanagan

Its: President and CEO


By: /s/ Mark A. Runyon

Name: Mark A. Runyon

Its: VP Operational Finance

Amended and Restated Services Agreement Signature Page

Exhibit 10.8

[**] Designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Securities and ExchangeCommission.


between


and

R1 RCM Inc.

EXHIBIT 1.1

DEFINITIONS

Exhibit 1.1

Definitions

1. Introduction . The terms defined in this Exhibit include the plural as well as the singular and the derivatives of such terms.Unless otherwise expressly stated, the words “herein,” “hereof,” and “hereunder” and other words of similar import refer tothis Services Agreement as a whole and not to any particular Article, Section, Subsection or other subdivision. Article,Section, Subsection and Attachment references refer to articles, sections and subsections of, and attachments to, this ServicesAgreement, unless specified otherwise. The words “include” and “including” shall not be construed as terms of limitation andintroduce a non-exclusive set of examples. The words “day,” “month,” and “year” mean, respectively, calendar day, calendarmonth and calendar year. As stated in Section 24.11 of this Services Agreement, the word “notice” and “notification” andtheir derivatives means notice or notification in writing. Other terms used in this Services Agreement are defined in thecontext in which they are used and have the meanings there indicated.

2. DEFINITIONS.

“Access and Confidentiality Agreement” has the meaning given in Section 17.4 .

“Access Credentials” has the meaning given in Section 15.7 .

“Adverse Judgment” has the meaning given in Section 23.5(c)(i) .

“ Affiliate ” means, with respect to a Party, any entity at any time Controlling, Controlled by or under common Control with suchParty.

“Applicable Law” means any Federal, State, local or municipal constitution, statute, treaty, rule, regulation or common law and anydecree, injunction, judgment, order, formal interpretation or ruling issued by a court, governmental entity, or any other committee orbody with the authority to make such decisions, that is pertinent to this Services Agreement and the Services provided under thisServices Agreement.

“Association” has the meaning given in Section 20.4 .

“Audits and Inspections” has the meaning given in Section 19.1 .

“Authorized Space” has the meaning given in Section 7.2 .

“Business Associate Agreement” and “BAA” have the meaning given in Section 17.2 .

“Cash Collections” means, unless otherwise agreed by the Parties, the amounts adjudicated and posted against individual patientaccounts as payments or posted to unapplied cash accounts. Sources of payments typically include payments from third-party Payersand patients. Payments from

1

patients include direct payments, cash collected through third-party collection agencies, legal collections, early out vendors and othercontracted third-party service providers before deductions of fees for in-scope revenue cycle facilities. In the event that collectionsrelated to specific patient activity are not posted/adjudicated at the patient account level, these payments are also included as part ofCash Collections (e.g., lump-sum underpayment settlements or take-backs). For payers that have periodic interim payments,vouchered remittances will be considered cash.

“Center of Excellence” has the meaning given in Section 13.4 .

[**]

“Charges” and “Charges for Services” have the meaning given in Section 11.1 .

“Client” has the meaning given in the Preamble of this Services Agreement.

“Client User” has the meaning given in Section 15.3 .

“Compliance Program” has the meaning given in Section 18.4(a) .

“Confidential Information” has the meaning given in Section 9.3(a) .

“Confidentiality and Non-Disclosure Agreement” has the meaning given in Section 17.4 .

“Consultants” has the meaning given in Section 9.3(d) .

“ Control ” and its derivatives means: (a) the legal, beneficial, or equitable ownership, directly or indirectly, of (i) at least fiftypercent (50%) of the aggregate of all voting equity interest in an entity or (ii) equity interest having the right to at least fifty percent(50%) of the profits of an entity or, in the event of dissolution, to at least fifty percent (50%) of the assets of an entity; (b) the right toappoint, directly or indirectly, a majority of the board of directors of the entity; (c) the right to control, directly or indirectly, themanagement or direction of the entity by contract or corporate governance document; or (d) in the case of a partnership, the holdingby an entity (or one of its Affiliates) of the position of sole general partner.

“Disclosing Party ” has the meaning given in Section 9.3(a) .

“Disengagement Services” means the termination/expiration assistance and services requested by IMH to allow the Services tocontinue without interruption or adverse effect and to facilitate the orderly transfer of the Services from R1 to a substitute solutionchosen by IMH or its designee(s), as such assistance and services are further described in Section 23.8 . and Exhibit 23.8 . Forclarity, any services or assistance under Exhibit 23.8 that are not Continued Services are Disengagement Services.

“Divestiture Election Notice” has the meaning given in Section 5.2(a) .


2

“Effective Date” has the meaning given in the Preamble of this Services Agreement.

“Election Notice” has the meaning given in Section 16.1 .

“Escrow Request” has the meaning given in Section 16.3 .

“Executive Sponsor” and “Executive Sponsors” have the meaning given in Section 8.2 .

“Existing Systems” has the meaning given in Section 6.2 .

“Federal Health Care Program” means any plan or program providing health care benefits, whether directly through insurance orotherwise, that is funded directly, in whole or part, by the United States Government (other than the Federal Employees HealthBenefits Program), including any State health care program that receives funding from the United States Government.

[**].

“First Party” has the meaning given in Section 18.5 .

“Force Majeure Event” has the meaning given in Section 24.7 .

“General Solicitation” has the meaning given in Section 24.4 .

“Governing Law” has the meaning given in Section 24.16 .

“Healthcare Law” means all Applicable Laws relating to healthcare regulatory matters, including (i) 42 U.S.C. § 1320a-7, 7a, and7b, which are commonly referred to as the “Federal Fraud Statutes,” and any analogous anti-kickback law of any state; (ii) 42 U.S.C.§ 1395nn, which is commonly referred to as the “Stark Statute”; (iii) 31 U.S.C. § 3729-3733, which is commonly referred to as the“Federal False Claims Act”; (iv) 42 U.S.C. §§ 1320d through 1320d-8 and 42 C.F.R. §§ 160, 162 and 164, which are commonlyreferred to as the “Health Insurance Portability and Accountability Act of 1996” or “HIPAA” and Title XIII of the AmericanRecovery and Reinvestment Act of 2009, Pub. L. No. 111-5(2009), commonly referred to as the “HITECH Act”; (v) 18 U.S.C. §1347 (Health Care Fraud); (vi) any state law regulating the interactions with healthcare professionals and reporting thereof; (vii) theMedicare Act, 42 U.S.C. § 1395 et seq., the Medicaid Act, 42 U.S.C. § 1396 et seq., TRICARE (f/k/a CHAMPUS) and such othergovernment programs and commercial payors; (viii) or any other federal, state or local law that regulates false statements or claims,kickbacks, patient or program charges, referrals, the hiring of employees or acquisition of services or supplies from those who havebeen excluded from government health care programs, quality, safety, privacy, security, licensure, billing or accreditation.

“HIPAA” has the meaning given in Section 18.3 .

“IMH” has the meaning given in the Preamble of this Services Agreement.


3

“IMH Compliance Officer” has the meaning given in Section 18.4(b) .

“IMH Controlled Non-Compliance” has the meaning given in Section 19.5 .

“IMH Facility” and “IMH Facilities” have the meaning given in Section 3.7 .

“IMH Provider” and “IMH Providers” have the meaning given in Section 3.7 .

“IMH’s IT Environment” has the meaning given in Section 23.4 .

“In-Scope Agreement” and “In-Scope Agreements” have the meaning given in Section 14.1 .

“Incidental IP License” has the meaning given in Section 15.2 .

“Insolvent Party” has the meaning given in Section 23.6 .

“Intellectual Property” means the Intermountain Healthcare Intellectual Property or the R1 Intellectual Property, as the contextrequires.

“Interim Service Period” has the meaning given in Section 5.2(a)(i) .

“Intermountain Healthcare Executive Sponsor” has the meaning given in Section 8.2 .

“Intermountain Healthcare Intellectual Property” has the meaning given in Section 15.1 .

“Intermountain Name” has the meaning given in Section 24.18(a) .

“Intermountain RCO Data” has the meaning given in Section 15.4 .

“Joint Review Board” has the meaning given in Section 8.1 .

“Malware” has the meaning given in Section 15.9 .

“Malware and Security Agreement” has the meaning given in Section 17.3 .

“Material Adverse Effect” means any change, event or effect that, when taken individually or together with all other relatedadverse changes, events or effects, has had or would reasonably be expected to have a material adverse effect on the business,properties, assets, results of operations or condition, financially or otherwise, taken as a whole, of a Party; provided, however, that a“ Material Adverse Effect ” shall not include any change or effect: (a) in general economic or business conditions; (b) financial,banking or securities markets of the U.S. in general (including any disruption thereof and any decline in the price of any security orany market index); (c) in national or international political or social conditions, including the engagement by the U.S. in hostilities,whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack uponthe U.S. or any of its territories, possessions or

4

diplomatic or consular offices or upon any military installation, equipment or personnel of the U.S.; (d) affecting generally theindustries or markets in which such Party operates; (e) related solely to the announcement or consummation of the matterscontemplated by this Services Agreement; (f) resulting from the identity or business plans of such Party or any of its Affiliates; (g)resulting from any act taken by such Party in accordance with this Services Agreement; (h) resulting from changes in applicableLaw; or (i) resulting from changes in reimbursement rates, including but not limited to changes in any reimbursement policies or feeschedules by Federal Healthcare Programs.

[**]

[**]

“NDA” has the meaning given in Section 9.1 .

“Operations Oversight Council” has the meaning given in Section 8.3 .

“Original Effective Date” has the meaning given in the Recitals of this Services Agreement.

“Original Services Agreement” has the meaning given in the Recitals of this Services Agreement.

“Other Party” has the meaning given in Section 11.6 .

“Patient Safety Information” has the meaning given in Section 9.3(f) .

“Party” has the meaning given in the Preamble of this Services Agreement.

“Parties” has the meaning given in the Preamble of this Services Agreement.

“Paying Party” has the meaning given in Section 11.6 .

“Plan” has the meaning given in Section 23.3(d) .

“Potential Recipient” has the meaning given in Section 5.1(a) .

“Pre-Transition Audit” has the meaning given in Section 19.5 .

“Prior BAA” has the meaning given in Section 17.2 .

“Privileged Work Product” has the meaning given in Section 18.7 .

“Proprietary Interests and Protection Agreement” has the meaning given in Section 17.4 .

“Protected Health Information” and “PHI” have the meaning given in Section 17.1 .

“R1” and “R1 RCM” have the meaning given in the preamble of this Services Agreement.


5

“ R1 Analytics ” means R1’s data analytics tool ‘Performance Management Monitoring Tool’ or ‘R1 Analytics’ (formerly known asPMMT) and all functionality supported in the various tabs, forms, extensions and reports associated with this tool, and, as notified inwriting by R1 to IMH, all new versions, updates, revisions, improvements and modifications of, and substitutes for, this tool.

“R1 Analytics Data” has the meaning given in Section 15.6 .

“R1 Compliance Officer” has the meaning given in Section 18.4(b) .

“R1 Contractors” means a third party engaged by R1 to perform a portion of the Services on R1’s behalf. R1 Contractors do notinclude third party vendors who indirectly support the Services or who provide general operational, administrative, technical orsimilar services for R1’s business, even though they may support R1’s provision of the Services. An individual (natural person)independent contractor or temporary employee hired by R1 for staff augmentation services is not considered an R1 Contractor forpurposes of this Agreement, but will be considered as an employee of R1 for purposes of this Agreement.

“R1 Executive Sponsor” has the meaning given in Section 8.2 .

“R1 Incidental IP ” has the meaning given in Section 15.2 .

“R1 Intellectual Property” has the meaning given in Section 15.1 .

“R1 Servers” has the meaning given in Section 15.3 .

“R1 Site Lead” has the meaning given in Section 8.4 .

“R1 Technology” has the meaning given in Section 6.1 .

“Receiving Party ” has the meaning given in Section 9.3(a) .

“Recovery Environment” has the meaning given in Section 16.1 .

“Recovery Environment License” has the meaning given in Section 16.1 .

“Reports ” has the meaning given in Section 19.2 .

“Required Divestiture Election Notice Period” has the meaning given in Section 5.2 .

“Restricted Materials” has the meaning given in Section 9.3(d)(iv) .

“Rules” has the meaning given in Section 20.4 .

“Service Change” has the meaning given in Section 3.8 .

“Service Levels ” has the meaning given in Section 3.6 .

6

“Services” has the meaning given in Section 3.1 .

“Services Agreement” has the meaning given in Section 2.1 .

“ Similar Services ” mean services from a third party service provider that are identical to or substantially the same as any of theServices provided by R1 under this Services Agreement.

“Similar Services List” has the meaning given in Section 14.1 .

“Software and Services License” has the meaning given in Section 15.3 .

“Standard Operating Procedures” and “SOPs” have the meaning given in Section 9.3(d)(iv) .

“Term” has the meaning given in Section 23.1 .

“Transition Work Plan” has the meaning given in Section 4.1 .

“ Uncapped Liabilities ” has the meaning given in Section 21.3 .

“Workaround Period” has the meaning given in Section 23.5(d) .

The following terms are not defined above, but are defined in the Exhibits indicated below:

Defined Term Exhibit[**] [**]ABN Exhibit 3.1Actual Result Exhibit 11.1-BAcute Adjusted Admissions Exhibit 11.1-AAcute Adjusted Admissions Percentage Change Exhibit 11.1-AAdvanced Beneficiary Notice Exhibit 3.1Agent Exhibit 17.4Aggregate Hold Time Exhibit 3.6[**] [**][**] [**]Balanced Score Exhibit 11.1-BBase Fee Exhibit 11.1-A[**] [**]Baseline Year Exhibit 11.1-ABenefit Plan Exhibit 10.1[**] [**]


7

Defined Term Exhibit[**] [**][**] [**][**] [**][**] [**]Book of Business Exhibit 11.1-BCapped Score Exhibit 11.1-B[**] [**][**] [**]Coding Audit Exhibit 3.6Commencement Date Exhibit 10.1Confidential Information Exhibit 17.4Contingent Services Exhibit 3.6Continued Services Exhibit 23.8Contract Quarter Exhibit 11.1-AContract Year Exhibit 11.1-ACost to Collect Factor Exhibit 11.1-ACost to Collect Numerator Exhibit 11.1-ACouncil Exhibit 8.3[**] [**]CPT Exhibit 3.1CWL Exhibit 6.1[**] [**][**] [**][**] [**][**] [**]Disengagement Plan Exhibit 23.8Disengagement Period Exhibit 23.8Employment Effective Date Exhibit 10.1EMR Exhibit 3.1Equipment Exhibit 23.8Facility Group Exhibit 3.6Financial Clearance Exhibit 3.6First SLA Effective Period Exhibit 3.6[**] [**]Garfield Exhibit 3.7-CGuiding Principles Exhibit 11.1-BHCPCS Exhibit 3.1IMH Charity Care and Financial Assistance Policies Exhibit 18.8IMH Employee Exhibit 10.1IMH Facilities Base Fee Exhibit 3.6IMH Home Health Exhibit 11.1-BIMH Providers Base Fee Exhibit 3.6


8

Defined Term ExhibitIMH Support Issue Exhibit 3.6[**] [**]Incentive Fees Exhibit 11.1-BInitial Assessment Exhibit 11.1-AInitial Cost to Collect Factor Exhibit 11.1-AInpatient Accuracy Score Exhibit 3.6Inpatient Admissions Exhibit 11.1-AInpatient Revenue Exhibit 11.1-AIn-Scope Employees Exhibit 11.1-AIn-Scope Percentage Exhibit 11.1-AIn-Scope Vendors Exhibit 11.1-A[**] [**]IT Host System Vendor Exhibit 11.1-AJRB Exhibit 8.1-AKPIs Exhibit 19.2Lower Bound Exhibit 11.1-BManagement Employee Exhibit 11.1-AMeasurement Period Exhibit 11.1-BMeasurement Period Score Exhibit 11.1-BMeasurement Window Exhibit 3.6Metric Exhibit 11.1-BMetric Reset Percentage Exhibit 11.1-B-1Metric Value Exhibit 11.1-BMilitary Leave Exhibit 10.1[**] [**]New Service Levels Exhibit 3.6New SLA Measurement Commencement Date Exhibit 3.6Old Metrics Exhibit 3.6On-Leave Offer Period Exhibit 10.1On-Leave Transition Employee Exhibit 10.1Out of Scope Services Exhibit 3.1Outpatient DX Score Exhibit 3.6Outpatient Procedure Score Exhibit 3.6Partially Related Vendors Exhibit 11.1-APatient Exhibit 3.6Patient Accounting System Exhibit 11.1-B[**] [**][**] [**]Payor Exhibit 11.1-B[**] [**][**] [**][**] [**]


9

Defined Term ExhibitPMMT Exhibit 6.1[**] [**]Provider Exhibit 17.4Provider Group Exhibit 3.6Provider Visits Exhibit 11.1-A[**] [**]PSAT Exhibit 6.1Quarterly Base Fee Cash Exhibit 11.1-ARemittance Posting Within One Business Day Exhibit 3.6Remittance Posting Within Two Business Days Exhibit 3.6Revenue Integrity Collected Accounts Exhibit 19.2Risk Pool Exhibit 11.1-BScorecard Calculation Exhibit 11.1-BScorecard Review Period Exhibit 11.1-BSelf-pay Patients Exhibit 11.1-BService Level Credit Exhibit 3.6Service Level Default Exhibit 3.6Service Level Effective Date Exhibit 3.6Service Levels Exhibit 3.6[**] [**]SLA Initial Measurement Period Exhibit 3.6SLA Measurement Commencement Date Exhibit 3.6[**] [**]Target Level Exhibit 3.6Temporary Incentive Fees Exhibit 11.1-B[**] [**]Total Charges Exhibit 11.1-B[**] [**][**] [**][**] [**]Total Weighted Value Exhibit 11.1-B[**] [**]Transition Employee Exhibit 10.1Transition Services Exhibit 4.1Transitioned Employee Exhibit 10.1[**] [**][**] [**]Upper Bound Exhibit 11.1-BVendor Exhibit 17.4Vendor Service Exhibit 11.1-AVP-BEC Exhibit 18.9[**] [**]


10

Weighting Exhibit 11.1-BWelfare Plans Exhibit 10.1Work Order Exhibit 3.8-1Work Order Effective Date Exhibit 3.8-1Workforce Member Exhibit 17.4YBFU Exhibit 6.1

11


between


and

R1 RCM Inc.

EXHIBIT 3.1

SERVICES

Exhibit 3.1 Services

The Services described below are being undertaken for the purposes of optimizing the Revenue Cycle Operations process tomaximize compliant collections from the amounts billable as a result of operations of IMH. None of the Services described beloware being undertaken to manage medical decisions or business operations of IMH, nor are any of the Services intended to increasethe volume of operations of IMH.

1. Services . In accordance with Section 3.1 of the Services Agreement, R1 shall provide the following Services in accordancewith IMH policies and procedures.

a. Functional Areas . The Services shall include the following functional areas:

i. FRONT END - Provide leadership, management oversight, staffing and technical expertise of and for:

(1) Scheduling (including inpatient, outpatient, and diagnostics, but excluding surgical) – Inaccordance with the technical systems, policies, practices, and standards of IMH, obtain requiredinformation and all core set of data elements from either the patient or the referring physician practiceto enable successful subsequent front end processes. To aid scheduling processes, provide patient inadvance with instructions based on the scheduled medical procedure, manage scheduling of physician-order services, manage IMH medical procedure facility schedule as directed, and provide follow up orreminders to patients of scheduled visits.

(2) On-Site Process of Pre-Registration – As a result of a scheduled service or a last minute add-on tothe next day or current day’s schedule, gather as much demographic, clinical, and financial informationfrom the patient or a prior visit as possible to allow (as a minimum) verification of current insuranceand potential need for an authorization. If time or situation permits, complete entire registration priorto patient arriving at the hospital.

(3) Off-Site Process of Pre-Registration – As a result of a scheduled service or a last minute add-on tothe next day or current day’s schedule, gather as much demographic, clinical, and financial informationfrom the patient or a prior visit as possible to allow (as a minimum) verification of current insuranceand potential need for an authorization. If time or situation permits, complete entire registration priorto patient arriving at the hospital.

[**] Indicates that text has been omitted which is the subject of a confidential treatment request. The text has been separately filed with the Securities and ExchangeCommission.

Exhibit 3.1- 1

(4) Registration – Obtain all required patient liability (i.e., outstanding balance), clinical, demographic,and financial information from patients that was not obtained during scheduling or pre-registrationwhen the patient is present for service regardless of status (Emergency Department, outpatient servicesor inpatient). Obtain information necessary to obtain financial clearance at time of service (to includecollection of co-pay, deductible, or co-insurance); this includes documenting data into the system inorder to set up an account. This process is highly dependent on IMH’s Patient Accounting system andthe physical layout driving patient arrivals at each IMH Facility. Obtain completed IMH non-clinically-related forms, ensure forms have been completed fully and are signed, when required, and ifapplicable, scan documents into IMH’s document imaging system. Determine non-covered outpatientMedicare services, administer an “Advanced Beneficiary Notice” or (“ABN”) and note in the patientaccounting system relevant ABN status for Medicare non-covered outpatient charges. For services thatare not covered by the relevant third party payer for patients with insurance, take comparable action.

(5) Insurance Eligibility Verification – Once a payer is identified, check benefit eligibility and obtainverification from insurance (governmental or commercial) that the patient reported insurance for theapplicable service is still in force and will reimburse the provider for the service. Every effort will bemade to do this verification prior to services rendered.

(6) Authorization – Communicate and coordinate with the referring physician practice and patient’sinsurance (governmental or commercial) to obtain necessary authorization prior to service to ensurereimbursement and to minimize denials. If additional diagnostic procedures are identified and requirean authorization, obtain required payer authorization. Document all payer authorizations in IMH’spatient accounting system.

(7) Collection of Residual Patient Balances – As part of the patient education and communicationprocess, present the opportunity for patients to pay their estimated residual prior to service as both aconvenience and improvement to patient flow at the point of service.

(8) Self-Pay Financial Counseling and Eligibility of Services (e.g., self-pay conversions) – For thosepatients that are unaware of what insurance they have, or declare they have no insurance, workdiligently and use proprietary tools to gather information from the patient to understand what might bean acceptable source of


Exhibit 3.1- 2

reimbursement for the hospital (e.g., public aid, COBRA, crime victim, third party liability, etc.).

(9) Prior Balance Found Insurance – Continue to retroactively identify and pursue possible means forpaying for services that were previously provided.

(10) Admitting – Provide leadership and oversight of all activities involved in point of service operationsincluding greeting patients and collecting financial information required for an accurate and completeregistration in accordance with IMH and individual hospital policies and practices.

ii. MIDDLE - Provide leadership, management oversight, staffing and technical expertise of:

(1) Chart Analysis and Assembly - Whether electronic or paper based, confirm that processes arefollowed to ensure medical records are complete in accordance with all applicable local and regulatorypolicies and practices.

(2) Coding/Coding Audits –Once a medical record of service is completed, certified coders assign codesto inpatient and outpatient encounters, as appropriate, to create billable charges. In accordance with therespective IMH Compliance and R1 Compliance Program coverage and other requirements set forth inthe Agreement, perform coding audits and remediate any identified deficiencies. The IMH ComplianceOfficer shall have access, upon reasonable request to the R1 Compliance Officer, to all coding auditfindings, including any adjusted claims which the R1 Compliance Officer or his/her staff has access to.

(3) Record Retention/Record Management – Whether electronic or paper based, confirm that processesare in place to meet IMH policies and practices. This includes: overseeing chart completion, capturingmedical record documents via scanning post discharge, preparing and indexing the electronic medicalrecord (“EMR”) as necessary, record reconciliation, record filing and retrieval, and generating relevantrecords for necessary governmental agencies.

(4) Transcription – Transcribe physician dictation of required reports into paper or electronic reports tobecome an official part of the medical record. Manage transcription services and vendors, includingcoordinating work assignments, overseeing dictation quality, and managing internal/external reportdistribution.


Exhibit 3.1- 3

(5) Lost Charges/Charge Capture Pre-Bill - Use automated and manual methods to assist IMH tocorrectly bill gross revenue and to capture all applicable and authorized charges by clinicaldepartments before the bill is sent to the payer / patient.

(6) Lost Charges/Charge Capture Post-Bill – Analyze claims after the bill has been sent to identifygroups of patient accounts that could have missing or incorrect charges, codes, documentation, or otherinformation to identify cases involving undercharging or overcharging, and re-submit these bills toreflect correct charges for reimbursement. Use retrospective automated and manual methods to identifygroups of patient accounts that could have missing or incorrect charges, codes, documentation, or otherinformation, and resubmit related bills to the payer / patient.

(7) Transfer Diagnosis Related Group (DRG) Reconciliation and Follow-Up – Based on currentMedicare reimbursement policies and requirements, identify, investigate and appeal claims (specificDRGs) that were paid at a lower level based on subsequent services (e.g., skilled nursing facility, homehealth, etc.) that did not subsequently occur. Once DRG is identified as appealable, constructappropriate case for DRG validation based on full review of medical record and official codingguidelines, and write appeal letters to the relevant party based on Medicare and applicable payer appealguidelines. The Operating Oversight Council shall approve all forms of any appeal letters and, asclarified in Exhibit 18.8, in the event that legal counsel representing IMH needs to be engaged inconnection with any appeal, the selection of such counsel shall be made by IMH in its sole discretionand at IMH’s sole expense.

(8) Charge Description Master (CDM) Maintenance and Revenue Integrity - Review IMH’s CDMand analyze the following items with respect to the CDM: revenue codes, Current ProceduralTerminology “CPT” codes, Healthcare Common Procedure Coding System “HCPCS” codes, anddosage multipliers. With IMH’s agreement, implement corrections to such codes to improve accuracyand avoid under-charging and/or over-charging for services. Provide regulatory updates related tohospital CDM activity, including the AMA’s CPT coding updates at year end. Provide leadership andoversight regarding compliance issues related to the CDM, linking CDM associates to the appropriateIMH resource. Assist IMH with implementation of updates and corrections to CDM, and providesupport during the implementation phase.


Exhibit 3.1- 4

(9) Strategic Pricing - Develop comprehensive pricing recommendations that balance rational anddefensible prices, market positioning, and revenue capture opportunities both in the short-term andlong-term. Deploy an iterative data driven process that focuses on selective price adjustments that yieldgreater net revenue potential for the organization than a standard across-the-board rate increase,Present recommendations to IMH leadership for approval.

(10) Release of Information – Follow all applicable IMH privacy and security policies and procedures,HIPAA and privacy rules and laws, and other IMH external communication policies in providingcopies of medical records or other patient or medical information to authorized person or parties.

iii. BACK END - Provide leadership, management oversight, staffing and technical expertise of:

(1) Billing (patient and payer) - Send all required information to the billing editor application or systemso that a claim proceeds to the applicable payer. Though the goal is to have no bill editor rejects, R1will resolve all discrepancies in a timely manner for resubmission of the bill to the applicable payer.Once the insurance balance is resolved, use the applicable patient billing system to send a bill for theresidual patient responsibility. Recommend billing edits and bridge routines to improve the number ofclaims sent to the payer without intervention and/or to reduce denials.

(2) Cash Posting and Processing - Electronically and manually post cash from both payers’ and patients’accounts and reconcile outstanding accounts receivable in a timely and accurate manner. Reconciledaily cash at patient account level to the extent reasonably feasible (except IMH will be responsible forgeneral ledger and patient accounting reconciliation). Follow IMH’s cash control policies andprocedures. Post payments not processed electronically (e.g., over-the-counter deposits, payrolldeductions, returned lockbox items, bank credit/debit adjustments, credit card chargebacks) on the daysuch items are received or in a longer timeframe determined by IMH to be proper. Identify andreconcile unidentified cash receipts and daily lockbox deposits to payment posting in hospital’s patientaccounting system on a daily basis.

(3) Denial Management (Operational and Clinical) - Attempt to resolve all issues (e.g., registration,coding, billing, preauthorization, etc.) which have caused a partial or full denial. Resubmit theapplicable bill to the payer as necessary and make/recommend systemic improvements to reduce oreliminate re-occurrence.


Exhibit 3.1- 5

Implement/recommend process improvements to reduce future denials based on root cause analysis ofcurrent denials.

(4) Underpayment Review/Recovery – Use a contract management system and other tools or vendors toidentify claims that were underpaid by a payer (commonly due to a payer mistake or amisinterpretation of or a vague contractual term). Once such claims have been identified, appeal suchclaims and follow-up until either the claim is paid correctly or the contract is clarified for re-modelingor changed. In the event any such appeals take place, IMH shall have the right, but not the obligation,to hire its own legal counsel or participate in any such appeals, each at its own expense, uponreasonable request to R1. In addition, to the extent any material overpayment issues are identified, suchissues should be brought to the attention of both the IMH Compliance Officer and the R1 ComplianceOfficer in accordance with the policies and procedures of each Party’s respective ComplianceProgram.

(5) Patient Billing Customer Service/Patient Financial Services – Provide an inbound call centercapability and mail response capabilities for patient inquires, complaints, and possiblepayment/resolutions via a phone number and address listed on the patient bill. Customer service agentshall handle and resolve a wide range of questions, issues or include disputes. R1 will record allrelevant customer service calls and maintain recordings for a period of a least [**] days after the dateof call or according to IMH’s Record Retention Policy, whichever is longer, making such recordingsavailable to IMH upon request. Scan and manage all correspondence received by the call center orpatient correspondence sent to IMH’s lockbox. This function will also include processing post-servicefinancial assistance applications, Medicaid applications, and other patient liability functions (e.g.bankruptcy, attorney requests, etc.). This call center will receive calls relating to patient balances forthe IMH Facilities and IMH Providers.

(6) Secondary Billing – Identify secondary payers as part of the registration process (preferred) orsubsequently from the patient at time of patient billing. Send a secondary payer bill for the patientresponsibility portion of such bill after the primary insurance is settled to gain reimbursement from asecondary insurance payer.

(7) Third Party Collections and Self-Pay Follow-Up (internal and external collection activities) -Manage the collection process in accordance with IMH standards and federal and state policies andpractices. Coordinate with third party collectors for debt in default.


Exhibit 3.1- 6

Attempt to resolve all issues (e.g., registration, coding, billing, clinical, etc.) which have caused apartial or full denial. Perform denial and appeal service on third party claims including review ofRemittance Advice and/or Explanation of Benefits and determine payment discrepancies betweenactual payment and expected payment. Subject to the Parties’ agreement on forms of appeal letters andassociated policies and procedures as contemplated above, prepare and send appeal letters for accountsthat have been denied by the insurance payer, including substantiation by clinically certified staff forclinically related denials (e.g. medical necessity, level of care, etc. As necessary, resubmit allapplicable bills to the payer and make/recommend improvements to attempt reduction or eliminationof re-occurrence of such events. This service includes all non-zero balances.

(8) Credits - Research credit balances and reasons for credit balances (e.g., over-contractualization,system processing issues, actual over-payments, etc.), and prepare appropriate account adjustmentswhere no refund is due. R1 will process credit balances for refund payment for IMH's review andapproval. Implement processes necessary to comply with state escheatment laws for uncashed refundpayments.

(9) Finance and Managed Care Analytical Support as Appropriate to Support General Operations –Provide payer yield and other accounts receivable and operational data that will assist the managedcare team with strengthening their interaction with payers and will allow finance to have bettervisibility into their reserving processes.

(10) Bad Debt Management - Manage patient bad debt through internal means and/or third party vendorsand maintain documentation to support bad debt logging.

iv. Other Services - Provide leadership, management oversight, staffing and technical expertise of:

(1) Payer Audit and RAC Support - Support insurance account audits and Medicare RAC audits byperforming account reviews and obtaining required documentation for appeal.

(2) Revenue Cycle Analytics and Reporting - Provide detailed reports and analytical support to revenuecycle functions through data mining, analysis and report creation.

(3) Revenue Cycle Technology and Support - Revenue cycle support services including, but not limitedto, technology support, training and special projects.


Exhibit 3.1- 7

(4) Revenue Cycle Training – Conduct training and quality assurance across all revenue cycle processes.

(5) Vendor Management - Contracting for and management of vendor relationships specializing inrevenue cycle sub-functions including areas such as authorization management, coding and debtcollection.

b. Record Keeping .

R1 will supervise the preparation (and with respect to R1 data, the maintenance) of all files and contract recordsrelated to the Services provided to IMH including patient accounting, billing, patient records and collection records.The preparation and management of the foregoing files and records will comply with applicable state and federalstatutes and with all applicable IMH policies and procedures.

2. In-Scope Departments . The Services outlined above will be limited to the areas included and characterized by the IMHdepartments as a part of Schedule 1 below.


Exhibit 3.1- 8

Schedule1:


Exhibit 3.1- 9


Exhibit 3.1- 10

3. Out of Scope Services .

The services listed below shall be considered “Out of Scope Services” unless agreed to in writing by R1 and IMH.Notwithstanding that the services set forth below are not within the scope of Services, the Parties acknowledge that in thefuture, any of the services below may be provided by R1 for IMH in accordance with Section 3.8 of the Services Agreement.


Exhibit 3.1- 11

a. Scheduling : surgical (operating room) and/or services directly scheduled by a clinician.

b. Clinical Documentation – Ensure continued quality improvement for accurate and complete coding, resulting inincrease in revenue and careful compliance with effective documentation. Provide pre-billing audit of DRG change,Physician/ CDS/ Coder Training Program or CDI comprehensive program implementation that includes a DRGIntegrity tool and interim CDI roles performed by AH specialist team.

c. Managed Care Contract Negotiation - Manage relationships and conduct appropriate negotiations with managed carepayers to maximize revenue for IMH. Identify gaps in existing contractual agreements by comparing net to grossratios across commercial payers against relevant benchmarks. Provide insights and recommendations to support payernegotiations using detailed modeling of contract terms.

d. Medicare Cost Reporting – Assist in identification of costs associated with categories eligible for reimbursementunder a Medicare cost report.

e. Case Coordination/Utilization Review/Case Management – Review patient cases to ensure the proposed level of careis appropriate for the condition of the patient and evaluate necessity and efficiency in the use of medical services andfacilities. This includes: ongoing certification and authorizations processing, routing processing of medical necessity,concurrent and retrospective clinical denial process, overseeing incomplete or pending physician order that requireadditional data, ongoing hiring and training for utilization management, charge defense audit process, management ofclaims that require utilization management attention for processing, analytical reporting of clinical denials, analysisand implementation of process improvement or systemic improvement intended to reduce clinical denials, and reviewof accounts for potential zero bill claims.

f. Social Work/Discharge Planning – Coordinate process in which patient receives assistance in developing ahealthcare plan to make sure that the patient receives ongoing healthcare maintenance post discharge. Ensure opencommunication and comprehensive case management services are offered.

g. Charge Entry – Entry of charges into patient accounting system for all services rendered. Collaborate with clinicalsystem support teams to support charge entry management.

h. Patient Outreach – Guide patients around barriers to care including patient enrollment in programs offeringtransportation, food, housing, child care, etc.

i. Physician Advisory Services – Provide clinical resource support for concurrent review services, including assistancewith compliance with payer policies regarding


Exhibit 3.1- 12

observation and inpatient vs. outpatient/observation admission classification status, level of care and other payercriteria, and write related clinical appeals. Provide remote case management support.


Exhibit 3.1- 13

Execution Copy


between


and

R1 RCM Inc.

EXHIBIT 3.6

SERVICE LEVELS

Exhibit 3.6 Specific Levels

1. Definitions.

• “ Base Fee ” means the base fee calculated with respect to the IMH Facilities and the IMH Providers under Exhibit 11.1-A .

• “ IMH Facilities Base Fee ” means the portion of the Base Fee attributable to the IMH Facilities based on the CashCollections received by the IMH Facilities during the [**] period that ends one month prior to the commencement of therelevant [**].

• “ IMH Providers Base Fee ” means the portion of the Base Fee attributable to the IMH Providers based on the CashCollections received by the IMH Providers during the [**] period that ends one month prior to the commencement of therelevant [**].

• “ Measurement Window ” means the time during, or frequency by, which a Service Level shall be measured. TheMeasurement Window shall be [**], unless otherwise specified.

• “ New Service Levels ” means any additional Service Levels agreed to by the Parties following the Commencement Date.After the Service Level Effective Date for any such New Service Level, each such New Service Level will be referred toherein simply as a “Service Level.”

• “ New SLA Measurement Commencement Date ” means, for Service Levels 4 – 5 and for any New Service Levels, the firstday of the next calendar [**] following the later of: (a) the Commencement Date and (b) written agreement of the ServiceLevel definition and related Target Level.

• “ Old Metrics ” means the performance metrics with respect to the services provided under the Original Services Agreement.

• “ Patient ” means an individual who receives medical care from IMH.

• “ Service Level ” means each Service Level set forth herein and any New Service Level.

• “ Service Level Default ” means R1’s level of performance for a particular Service Level fails to meet the applicable TargetLevel during the applicable Measurement Window with respect to IMH.

• “ Service Level Effective Date ” means: (i) for Service Levels 1 - 3 and 6 - 10, the first day of the next calendar [**]following the [**]-month anniversary of the Commencement Date; and (ii) for Service Levels 4 – 5 and for any New ServiceLevels, the [**]month anniversary of the New SLA Measurement Commencement Date.

[**] Indicates that text has been omitted which is the subject of a confidential treatment request. The text has been separately filed with the Securities andExchange Commission.

SMRH:484510755.9 Exhibit 3.6- 1

• “ SLA Initial Measurement Period ” means the period of time beginning on the SLA Measurement Commencement Date orthe New SLA Measurement Commencement Date, as applicable, and ending on the Service Level Effective Date.

• “ SLA Measurement Commencement Date ” has the meaning set forth in Section 2.1 .

2. General.

2.1 As of the Commencement Date of Services by R1 for IMH (the “ SLA Measurement Commencement Date ”), or asotherwise specified in this Exhibit, R1 will perform the Services so as to meet or do better than the Target Levels (asdefined below) for the Service Levels; provided, that the Service Levels will not be effective, measured and enforceduntil the applicable Service Level Effective Date for the Service Levels. For the avoidance of doubt, the Old Metricsshall apply to those services provided under the Original Services Agreement from the Effective Date until theCommencement Date of the corresponding Services, after which such services shall be replaced by Services underthis Services Agreement and such Services will be subject to the provisions of this Exhibit regarding Service Levels.

2.2 The IMH Facilities and IMH Providers will be combined for purposes of monitoring, measuring, collecting, recordingand reporting Service Levels 1, 4 and 8 - 10.

2.3 With respect to Service Levels 2 – 3 and 5 - 7, all IMH Facilities will be grouped together (the “ Facility Group ”), onthe one hand, and all IMH Providers will be grouped together (the “ Provider Group ”), on the other hand, forpurposes of monitoring, measuring, collecting, recording and reporting such Service Levels. The Facility Group andProvider Group shall be considered separately from each other when calculating any Service Level Credits resultingfrom a Service Level Default under Service Levels 2 – 3 or 5 - 7.

2.4 IMH will have the right to receive Service Level Credits in accordance with Section 7 below.

2.5 Beginning on the SLA Measurement Commencement Date or the New SLA Measurement Commencement Date, asapplicable, R1 shall use reasonable commercial efforts to monitor, measure, collect and record R1’s performance withrespect to the Service Levels and report its performance to IMH and shall continue to do so through the Term. R1shall report to IMH R1’s performance against the Service Levels for each Measurement Window as specified inSection 6 below and as set forth in Section 19.2 of the Services Agreement.

2.6 During the [**] month period following the Service Level Effective Date (each such period, a “First SLA EffectivePeriod”), the target with respect to each Service Level for IMH shall be equal to R1’s average performance regardingsuch Service Level


SMRH:484510755.9 Exhibit 3.6- 2

#A10-8IHCEXHIBITS_HTM_SF98F455D78A9B8EDB55E452F3146F8C6

during each [**] month period during the SLA Initial Measurement Period. Service Level Credits may accrue withrespect to a Service Level during the First SLA Effective Period (and thereafter) but a Service Level Default withrespect to a Service Level that occurs during the First SLA Effective Period cannot count towards the determinationof whether IMH has a right to terminate pursuant to Section 23.3(b) of the Services Agreement. Commencing uponthe expiration of the First SLA Effective Period for IMH, such target shall cease to be effective for each such ServiceLevel with respect to IMH and the target with respect to such Service Level for IMH shall equal the applicable targetset forth in Article 4.

2.7 The Parties acknowledge and agree that, for purposes of this Agreement, the Service Level targets and metrics areintended to reflect rational and reasonable standards of performance in line with upper performance of industrystandards. Following the Effective Date, the Parties shall work together in good faith during the [**] days followingthe Commencement Date to define the metrics (in Article 3) and the targets (in Article 4) with respect to ServiceLevels 4 and 5.

2.8 IMH will have the right to have reports and reporting from R1 audited and verified by IMH’s designees. R1 will fullycooperate with any such audits or verifications.


SMRH:484510755.9 Exhibit 3.6- 3

3. Service Level Criteria. R1 will measure R1’s performance against the following Service Levels and accurately report suchresults to IMH.

3.1 Service Level 1 - Customer Service Mean Speed to Answer (Mean wait time, in seconds, to answer calls at R1’sCustomer Service Centers). This Service Level shall mean for a given Measurement Window, (a) the Aggregate HoldTime, divided by (b) the number of calls to R1’s Customer Service Center for which the caller requested to speak witha R1 representative during the Measurement Window. For purposes of calculating this Service Level, “ AggregateHold Time ” means the aggregated total amount of time during the Measurement Window that all callers to R1’sCustomer Service Center (excluding “hang-ups”) remained on hold or in the interactive voice response unit after suchcallers requested to speak with a R1 representative with respect to R1’s Customer Service Center.

3.2 Service Level 2 - Percentage of scheduled Patients who have 100% Financial Clearance Completion. This ServiceLevel shall mean for a given Measurement Window for IMH (a) the number of Patients (both inpatient andoutpatient) who had an appointment at an IMH Facility or IMH Provider, as applicable and which appointment (1)was scheduled 48 hours or more prior to such Patient’s appointment, and (2) occurs during such MeasurementWindow and who had 100% Financial Clearance, divided by (b) the number of Patients, both inpatient and outpatient,who had an appointment and which appointment (1) was scheduled 48 hours or more prior to such Patient’sappointment and (2) occurs during such Measurement Window, expressed as a percentage. “ Financial Clearance ”shall mean that (i) the Patient’s eligibility has been identified and (ii) the requisite insurance authorization has beenobtained.

3.3 Service Level 3 - Percentage of inpatients who presented as uninsured, were admitted, and were screened for a thirdparty paying solution. This Service Level shall mean for a given Measurement Window (a) the number of Patients,who (1) were admitted as inpatients, (2) had their stay at an IMH Facility commence during such MeasurementWindow, (3) presented themselves as uninsured at or prior to the time of registering/checking-in, and (4) werescreened for a third party paying solution, divided by (b) the number of inpatients who (1) had their stay at an IMHFacility commence during such Measurement Window, and (2) presented themselves as uninsured. If a change inIMH policy impedes or alters the ability of R1 to perform the applicable Services, the Parties shall meet to change thisService Level measurement and/or Target Level as applicable.

3.4 Service Level 4 - Associate Engagement. The Parties will mutually agree on a metric definition within [**] of theCommencement Date and will add that definition to this Section 3.4 .

3.5 Service Level 5 - Patient Satisfaction survey. The Parties will mutually agree on a metric definition within [**] of theCommencement Date and will add that definition to this Section 3.5 . IMH and R1 will develop an appropriate surveymechanism


SMRH:484510755.9 Exhibit 3.6- 4

working with IMH’s current provider, or such other provider as may be mutually acceptable. The survey will bedesigned to capture feedback and insight regarding patient experience with a focus on billing accuracy and customerservice.

3.6 Service Level 6 – Credit AR Days. This Service Level shall mean for a given Measurement Window for IMH (a) thenegative balance accounts receivable as of the last day of the Measurement Window, divided by (b) the average dailygross patient service revenue (GPSR) for such Measurement Window. Average daily GPSR is calculated by dividingthe total GPSR for the applicable Measurement Window by the number of calendar days during such MeasurementWindow. The source data for measurement will be the Revenue Cycle Analytics Report.

3.7 Service Level 7 – Coding Quality. This Service Level shall mean, for any Measurement Window, the weightedaverage of each of [**].

“ Coding Audit ” shall mean R1’s [**] sample based internal audit of the accuracy of the billing coding performed byR1 employees, which audit shall not (for the avoidance of doubt) including billing coding performed by any thirdparty coding services provider (whether engaged by R1 or IMH). Cases coded by a Transitioned Employee shall besubject to the Coding Audits only after such Transitioned Employee has been employed by R1 for one full [**]. EachR1 coder shall be audited at least [**]. In conducting the Coding Audits, R1 shall use only personnel holding thefollowing credentials: auditors of inpatient coding records must have at least [**] years of hospital inpatient codingexperience and auditors of outpatient coding records must have at least [**] years of hospital outpatient codingexperience. Additionally, each coding auditor must have any one or more of the following coding credentials: (i)RHIA, (ii) RHIT, (iii) CCS or (iv) CPC.

3.8 Service Level 8 – Remittance Posting. This Service Level shall mean, for any Measurement Window, each of (i)Remittance Posting Within One Business Day and (ii) Remittance Posting Within Two Business Days.

“ Remittance Posting Within One Business Day ” means, for any Measurement Window, the result (expressed as apercentage) of (a) the number of remittances (excluding zero dollar remittances) received by IMH during suchMeasurement Window that are reconciled and posted either to a Patient account or an Unapplied Cash Account withinone (1) business day, divided by (b) the total number of remittances (excluding zero dollar remittances) received byIMH during such Measurement Window.

“ Remittance Posting Within Two Business Days ” means, for any Measurement Window, the result (expressed as apercentage) of (a) the number of remittances (excluding zero dollar remittances) received by IMH during suchMeasurement Window that are reconciled and posted either to a Patient account or an Unapplied Cash Account withintwo (2) business days, divided by (b) the total number of


SMRH:484510755.9 Exhibit 3.6- 5

remittances (excluding zero dollar remittances) received by IMH during such Measurement Window.

For purposes of calculating this Service Level, “ Unapplied Cash Account ” shall mean the general ledger accountsused to post unidentified payments.

3.9 Service Level 9 – Pre-Registration Mean Speed to Answer (Mean wait time, in seconds, to answer pre-registrationcalls at departments managed by R1 that are managing incoming calls). This Service Level shall mean for a givenMeasurement Window for IMH, (a) the Aggregate Hold Time, divided by (b) the number of calls to the pre-registration department managed by R1 with respect to IMH for which the caller requested to pre- register for servicewith a R1 representative during the Measurement Window. For purposes of calculating this Service Level, “Aggregate Hold Time ” means the aggregated total amount of time during the Measurement Window that all callers tothe pre-registration department managed by R1 with respect to IMH (excluding “hang-ups”) remained on hold or inthe interactive voice response unit after such callers requested to speak with a R1 representative with respect to thepre-registration department managed by R1 with respect to IMH.

3.10 Service Level 10 – Customer Service Abandonment Rate. This Service Level shall mean for a given MeasurementWindow for IMH, (A) the number of calls to R1’s Customer Service Center with respect to IMH entering the queuethat are abandoned, divided by (B) the total number of inbound calls.

4. Target Levels.

The target level for each of the Service Level (“ Target Level ”) will be set as follows:

4.1 Service Level 1 – Less than or equal to [**].

4.2 Service Level 2 –

a. IMH Facilities: Greater than or equal to [**].

b. IMH Providers: Greater than or equal to [To Be Determined].

4.3 Service Level 3 – Greater than or equal to [**].

a. IMH Facilities: Greater than or equal to [**].

b. IMH Providers: N/A

4.4 Service Level 4 – The Parties will mutually agree on a service level within [**] of the Commencement Date.


SMRH:484510755.9 Exhibit 3.6- 6


a. IMH Facilities: The Parties will mutually agree on a service level within [**] of the Commencement Date.

b. IMH Providers: The Parties will mutually agree on a service level within [**] of the Commencement Date.


a. IMH Facilities: Less than or equal to [**].

b. IMH Providers: Less than or equal to [**].


a. IMH Facilities: [**].

b. IMH Providers: [**].

4.8 Service Level 8 – (i) for Remittance Posting Within One Business Day, greater than or equal to [**]; and (ii) forRemittance Posting Within Two Business Days, greater than or equal to [**]. For the avoidance of doubt, R1 mustmeet (i) and (ii) to achieve the Target Level for this Service Level.

4.9 Service Level 9 – Less than or equal to [**] seconds.

4.10 Service Level 10 – Less than or equal to [**].

5. Changes to Existing Service Levels.

The number of Service Levels will not exceed [**] unless agreed otherwise by the Parties. An opportunity to reset or adjust theTarget Levels for each of the Service Levels will occur every [**] years beginning on [**] during the Term. In the [**] months priorto the applicable opportunity to reset or adjust the Target Levels, R1 and IMH will meet to discuss whether to reset or adjust anyTarget Levels.

Any reset or adjustment to any Service Level or Target Level resulting from this Section 5 must be mutually agreed in writing inorder to be effective, shall apply prospectively only, and shall not be applied to any period of time preceding the written agreementof the Parties with respect to such reset or adjustment.


SMRH:484510755.9 Exhibit 3.6- 7

6. Measurement and Reporting.

6.1 R1’s performance against the Service Levels and Target Levels will be measured for each Measurement Window asof the Service Level Effective Date (or, if later, the date R1 assumes responsibility for the applicable Services inaccordance with the Transition Plan).

6.2 R1 will implement automated or other measurement and monitoring tools and procedures reasonably acceptable toIMH to measure R1’s performance against the Service Levels and Target Levels in a manner and at a level of detailapproved by IMH. R1 will provide IMH with access to up-to-date problem management data and other datareasonably requested by IMH regarding the status of failures and/or user inquiries. Unless mutually agreed upon byR1 and IMH, the measurement of R1’s performance for a Measurement Window will be completed no later than [**]after the completion of such Measurement Window.

6.3 If R1 fails to measure its performance with respect to a Service Level and its Target Level so that it is not possible toconfirm whether the level of performance specified for the Service Level has been achieved for a given MeasurementWindow, then, unless such failure to measure was previously excused in writing by IMH, such failure will be deemeda Service Level Default for the applicable Measurement Window.

6.4 R1 shall provide to IMH, as part of R1’s [**] performance reports, a set of hard- and soft-copy reports to verify R1’sperformance and compliance with the Service Levels and Target Levels where data is available [**].

6.5 R1 shall provide detailed supporting information for each report to IMH in machine-readable form suitable for use ona personal computer running the Windows operating system version used by IMH for this purpose. The data anddetailed supporting information shall be IMH Confidential Information, and IMH may access such informationonline, where technically feasible and permissible under R1’s applicable third party agreements, at any time.

7. Service Level Credits.

7.1 If R1 fails to meet any Service Level and its Target Level, then R1 shall pay or credit IMH for the amounts describedbelow (each, a “ Service Level Credit ”). Except as otherwise provided in Section 23.3(b) of the Services Agreement,R1’s payment to IMH of Service Level Credits are the exclusive remedy for any Service Level Default, but not forany other default or breach of this Services Agreement or any of its Exhibits (including, without limitation, the otherprovisions of this Exhibit, e.g., Section 8 ). For example, to the extent IMH has a claim for breach of the ServicesAgreement by R1, this Exhibit does not preclude IMH from receiving remedies, nor shall it limit remedies, for suchbreach simply because the breach also resulted in a


SMRH:484510755.9 Exhibit 3.6- 8

#A10-8IHCEXHIBITS_HTM_SBOOKMARK8

Service Level Default and Service Level Credit. This exclusive remedy shall not prevent IMH from terminating thisServices Agreement for Service Level Defaults as described in Section 23.3(b) of the Services Agreement. ServiceLevel Credits will be deemed to be reductions in the charges reflecting the impact on the Services as a result of theService Level Default, and not as a penalty. The Service Level Credits will be applied by R1 against any Charges orother amounts owed to R1 in the next practicable invoice following determination of the Service Level Credit. In theevent that there are any unapplied Credits at the termination of the Services Agreement, then R1 will pay IMH anamount equal to the unapplied Credits.

7.2 If R1’s performance relative to any one of the Service Levels does not achieve the Target Level during a particularMeasurement Window, such failure shall be deemed a Service Level Default, and R1 will perform the problemanalysis described in Section 8. R1 will also propose a corrective action plan to improve R1’s performance in theupcoming Measurement Window, subject to IMH’s approval.

7.3 If R1’s performance for a Service Level does not achieve the Target Level in a Measurement Window, resulting in aService Level Default for such Service Level, R1 shall apply a Service Level Credit on the next practicable invoicefollowing determination of the Service Level Credit, equal to the product of (i) [**], divided by the number of ServiceLevels that have commenced their respective Service Level Effective Date and for which this Exhibit contains both ametric (in Section 3 ) and a Target Level (in Section 4 ), multiplied by (ii) [**] for such Measurement Window. AnyService Level credit resulting from a Service Level Default of Service Levels 2, 3, 5, 6 or 7 shall apply only to theIMH Facilities Base Fee or the IMH Providers Base Fee, as applicable, except to the extent that there are ServiceLevel Defaults with respect to both the IMH Facilities and the IMH Providers for such Service Level.

7.4 If more than one Service Level has experienced a Service Level Default for a Measurement Window with respect toIMH, R1 will apply the sum of the Service Level Credit amounts for each of the Service Levels with respect to IMHthat had Service Level Defaults during such Measurement Window. There shall be up [**] at risk with respect to suchMeasurement Window (and R1 shall in no event be liable for Service Level Credits in excess of such at risk amount).

7.5 In the event that IMH provides to R1 notice of its election to terminate less than all of the Services pursuant to Section23.3(b) of the Agreement (such notice will be the first day of [**] day notice period), and R1 reasonably believes thateither (a) it can remedy the issues giving rise to the applicable Service Level Default(s) within [**] notice period, or(b) as a result of the termination of such Services (i.e., the Services designated by IMH for termination), it would beimpossible for R1 to provide any one or more other Services not subject to the termination right (“ContingentServices”), R1 may, within [**] days of receiving such notice, either (i) notify IMH of its intent to remedy suchService Level Defaults and provide to


SMRH:484510755.9 Exhibit 3.6- 9

#A10-8IHCEXHIBITS_HTM_SBOOKMARK8

IMH its proposal to remedy such issues and avoid termination of the designated Services in the case of Subsection7.5(a), or (ii) notify IMH of the Contingent Services that must also be terminated if such Services are terminated andthat R1 will cease to provide if IMH terminates the Services designated by IMH for termination in the case ofSubsection 7.5(b). If at the end of the notice period IMH and R1 have not agreed in writing to an alternativearrangement to avoid termination of such Services, the designated Services shall be terminated, and in the case ofSubsection 7.5(b), the Contingent Services shall also be terminated. IMH will be entitled to Disengagement Serviceswith respect to any terminated Services in accordance with Section 23.8 of the Services Agreement.

8. Problem Analysis and Correction.

R1 shall promptly investigate and correct each failure to meet a Service Level, by (i) promptly investigating and reporting on thecauses of the problem; (ii) providing a root cause analysis of such failure as soon as practicable after such failure or at IMH’srequest; (iii) correcting the problem as soon as practicable or coordinate the correction of the problem if R1 does not haveresponsibility for the cause of the problem; (iv) advising IMH of the status of remedial efforts being undertaken with respect to suchproblem; (v) demonstrating that the causes of such problem have been or will be corrected on a prospective basis; and (vi) takingcorrective actions to prevent any recurrence of such problem. R1 shall complete the root cause analysis as quickly as possible, but inall events within [**]days, and shall notify IMH prior to the end of the initial [**] day period as to the status of the root causeanalysis and the estimated completion and correction date. The Parties shall report on Service Level Defaults at each meeting of theJRB, including any disputes regarding problem analysis and correction steps, and without limiting any obligations of the Parties toimplement any other decision of the JRB, each Party shall promptly implement or facilitate implementation of any resolutionsdetermined by the JRB. This Section 8 does not negate or limit any other rights or remedies of IMH.

9. Windfall Situations.

If any of the events described in Section 6 of Exhibit 11.1-A occur, and such event significantly affects the Service Levelmeasurement, R1’s performance under any Service Level (including the amount of resources required to maintain such performance)or R1’s ability to measure its performance with respect to any of the Service Levels, then either Party shall have the right to requestthat the other Party consider a fair and appropriate adjustment to the affected Service Levels and/or Target Levels. Upon such arequest, the Parties will, in good faith, discuss the impact of such event on (i) IMH and its operations and patients, (ii) R1’sperformance under each such Service Level, (iii) the amount of resources required to maintain performance at or better than theapplicable Target Levels and (iv) R1’s ability to measure such Service Levels, with the outcome to equitably reflect the impact ofsuch considerations.


SMRH:484510755.9 Exhibit 3.6- 10

In the event that IMH’s IT Environment experiences any outage or other support issue not attributable to R1 that materially affectsR1’s ability to meet any Service Levels, as applicable (“ IMH Support Issue ”), IMH shall promptly work to resolve the IMHSupport Issue. R1 will cooperate with IMH and provide data and assistance as reasonably needed by IMH in order resolve the IMHSupport Issue. Until such time that the IMH Support Issue is resolved or a reasonable work around is implemented that eliminatesthe adverse effect of the IMH Support Issue on IMH and R1, the impacted Service Levels, as applicable, will be calculated as iffailure to meet such Service Level, did not occur due to the IMH Support Issue.


SMRH:484510755.9 Exhibit 3.6- 11

Execution Copy


between


and

R1 RCM Inc.

EXHIBITS 3.7-A, 3.7-B and 3.7-C

Exhibit 3.7-A IMH Facility List

IMH Facility List

o IMH Facilities

§ Alta View Hospital

§ American Fork Hospital

§ Intermountain Medical Center

§ Orem Community Hospital

§ Riverton Hospital

§ TOSH - The Orthopedic Specialty Hospital

§ Utah Valley Hospital

§ Bear River Valley Hospital

§ Cassia Regional Hospital

§ Logan Regional Hospital

§ McKay-Dee Hospital

§ Delta Community Hospital

§ Dixie Regional Medical Center

§ Fillmore Community Hospital

§ Sanpete Valley Hospital

§ Sevier Valley Hospital

§ Cedar City Hospital

§ Heber Valley Hospital

§ Park City Hospital

§ LDS Hospital

§ Primary Children’s Hospital

Exhibit 3.7-A- 1

§ McKay-Dee Surgical Center

Note: McKay-Dee Surgical Center is co-owned by IMH with others and will be considered an IMH Facility forpurposes of this Agreement.

§ Intermountain Rehab Agency

§ Avenues Surgical Center

§ Layton Hospital (New opening 2018)

Exhibit 3.7-A- 2

Exhibit 3.7-B IMH Provider List

o IMH Providers

§ Intermountain Medical Group

§ Intermountain Home Health

§ Intermountain Hospice

§ Intermountain Home Medical Equipment

§ Intermountain IV Therapy

Exhibit 3.7-B-1

Exhibit 3.7-C Facilities Managed, but not Owned, by IMH

Garfield Memorial Hospital . Garfield Memorial Hospital (“Garfield”) may be added by IMH to Exhibit 3.7-A after the datehereof as one of the IMH Facilities although it is not owned by IMH. If added, Garfield will be treated as an IMH Facility under thisAgreement and any provisions in this Agreement applicable to an IMH Facility will apply mutatis mutandis to Garfield even thoughit is not owned by IMH, and the Parties will adjust the provisions of this Agreement and the related Services as necessary to accountfor this situation. If Garfield is subsequently added to Exhibit 3.7-A, then IMH must obtain the legal right and authority to addGarfield to Exhibit 3.7-A and will be responsible for obtaining from Garfield all contractual obligations of Garfield that mayreasonably be needed for purposes of this Agreement (including, without limitation, confidentiality obligations consistent with thisAgreement).

Exhibit 3.7-C-1


between


and

R1 RCM Inc.

EXHIBIT 3.8-1

FORM OF WORK ORDER

Exhibit 3.8-1 Form of Work Order

WORK ORDER NO. __ TO AMENDED AND RESTATED SERVICES AGREEMENT

This Work Order No. __ to the Amended and Restated Services Agreement (this “ Work Order ”) is entered into effective as of __________ (the “ WorkOrder Effective Date ”) by and between IHC Health Services, Inc. (“ Client ”) and R1 RCM Inc. (“ R1 ”, and together with Client, the “ Parties ”).

WHEREAS, Client and R1 are parties to that certain Amended and Restated Services Agreement entered into effective January 23, 2018 (the “ Agreement”); and

WHEREAS, in accordance with Section 3.8 of the Agreement, the Parties desire to enter into this Work Order to add the services set forth herein as “NewServices” to the scope of the Agreement.

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valid consideration, the receipt andsufficiency of which is hereby acknowledged, the Local Parties hereby agree as follows:

1. Definitions . Capitalized terms used in this Work Order but not defined herein shall have the meanings given in the Agreement.

2. Term of Work Order.

The Term of this Work Order shall commence on the Work Order Effective Date and continue until the Agreement expires or is otherwiseterminated. [Or if a different term, then change this to reflect the different term.] These New Services will be included in the DisengagementServices.

3. New Services.

R1 will perform the following New Services as part of the Services under the Agreement.

4. Certain Client Responsibilities.

[TO COME].

5. Pricing.

In accordance with Section 3.8 of the Agreement, Client shall pay R1 the following fees, if applicable:

6. Recitals and Counterparts.

The recitals set forth above are incorporated herein by reference and made a part of this Work Order. This Work Order may be executed inseveral counterparts, all of which taken together will constitute one single agreement between the Parties.

[Remainder of Page Intentionally Blank]

Exhibit 3.8-1- 1

IN WITNESS WHEREOF, the Parties have caused this Work Order to be executed by their authorized representatives.

IHC HEALTH SERVICES, INC.

By:

Name:

Title:

Date:

R1 RCM INC.

By:

Name:

Title:

Date:

Exhibit 3.8-1- 2

Execution Copy


between


and

R1 RCM Inc.

EXHIBIT 4.1

TRANSITION OF SERVICES

Exhibit 4.1 Transition of Services

The initial Transition Work Plan will include and comply with the following:

1. Generally: R1 will perform transition and implementation services as agreed in the Transition Work Plan (collectively, “Transition Services ”). Transition Services will be Services under this Services Agreement. The Parties will workcollaboratively to assure the successful completion of the Transition Services and implementation of the Services for IMH at[**].

2. Governance: The transition team will periodically meet at regular intervals with the operations team to coordinate theTransition Services. The Parties will cooperate and collaborate as needed to monitor, test and participate in the TransitionServices.

3. Transition Team: A transition team inclusive of personnel from both Parties will be identified in the Transition Work Planwith clear accountability and decision rights relating to the transition and implementation.

4. Transition Work Plan: The Transition Work Plan will include all the key services, activities, resources and implementationmilestones needed for the transition of IMH’s revenue cycle operations (including the transition of IMH employees, assettransition, reporting and communication) to R1 and implementation of the Services for IMH. The Transition Work Plan willbe amended and supplemented as needed. The Transition Work Plan will, at a minimum, include the following keycomponents:

a. Time Frame for Transition: The Transition Work Plan will specify the date for the commencement of Services forIMH and will address activities to be undertaken by each Party during the first three months of the Services for IMH.

b. Leadership and Communication: The Transition Work Plan will include a schedule of leadership and communicationinitiatives with IMH approval.

c. Training and Development: The Transition Work Plan will include a schedule of management and staff training anddevelopment.

d. Process and Technology Initiatives: The Transition Work Plan will include identification, prioritization andimplementation of key process and technology initiatives, including key dates, scope, and deliverables.

e. Resources: The Transition Work Plan will include identification of resources required and available to execute theTransition Plan and implementation and commencement of Services.

f. Financial Data: The Transition Work Plan will include a schedule for delivery of applicable financial data required tosupport the applicable measurement processes.

g. Financial Assistance Policies: The Transition Work Plan will include identification of applicable policies affectingfinancial assistance and billing practices relating to the uninsured.

h. System Access: The Transition Work Plan will include protocols and processes for required system access and forprovisioning requests including application/solution and network access.


Exhibit 4.1- 1

i. Supplier Obligations: The Transition Work Plan will include supplier obligations that are related to regulatory andcompliance training.

j. Data Requests: The Transition Work Plan will include identification of both quantitative and qualitative data requestsnecessary to support operations.

6. Preparation of the Transition Work Plan: Preparation of the Transition Work Plan beyond this Exhibit will begin on or beforethe Effective Date of this Agreement and will continue until completed to the reasonable satisfaction of the Parties, andconsistent with this Exhibit. The Parties will work collaboratively to complete development of the Transition Work Planwithin [**] of the Effective Date of this Agreement.

7. The initial schedule draft is attached and is incorporated herein by this reference.


Exhibit 4.1- 2

[**]


Exhibit 4.1- 3


between


and

R1 RCM Inc.

EXHIBIT 6.1

R1 TECHNOLOGY

Exhibit 6.1 R1 Technology

R1 Technology consists of the following software solutions:

1.1 R1 Access

1.2 R1 Decision

1.3 R1 Link

1.4 Yield Based Follow-up (YBFU)

1.5 ePARS

1.6 Patient Satisfaction Tool (PSAT)

1.7 R1 Contract

1.8 R1 Detect

1.9 Conversions Work List (CWL)

1.10 R1 Insight

1.11 R1 Analytics (formerly known as “ PMMT ”)

Exhibit 6.1-1


between


and

R1 RCM Inc.

EXHIBIT 7.1

IMH ASSETS TO BE MADE AVAILABLE TO R1

Exhibit 7.1 IMH Assets to be made available to R1

As part of the transition to the Services, the Parties will work together to complete this Exhibit prior to the initial EmploymentEffective Date using a form of Asset Itemization similar to the chart attached hereto as Exhibit 7.1-A.

Exhibit 7.1- 1

Exhibit 7.1-A Form of Asset Itemization

Facility Name:

ServicesDesktop/Laptop

computers

Scanners,printers,

other similardevices

Other officeequipment

Generalnetwork

connections

Servers andother dedicated

informationtechnology HW

or SW

Phones andtelecommunication

(e.g. fax) devices

Transcription ordictation

equipmentOthers asrelevant

Location anddescription ofOffice space Notes/Comments

Front End

Scheduling (including inpatient,outpatient, and diagnostics, butexcluding surgical)

On-Site Process of Pre-Registration

Off-Site Process of Pre-Registration

Registration

Insurance Eligibility Verification

Authorization

Collection of Residuals

Self-Pay Financial Advocacy andEligibility of Services (e.g., self-payconversions)

Prior Balance Found Insurance

Admitting

Across all Front-End Services

Middle Chart Analysis and Assembly

Coding / Coding Audits

Record Retention / RecordManagement

Transcription

Lost Charges/Charge Capture Pre-Bill

Exhibit 7.1-A- 1


computers

Scanners,printers,



Generalnetwork

connections



or SW


(e.g. fax) devices




Lost Charges/Charge Capture Post-Bill

Charge Description Master (CDM)Maintenance / Revenue Integrity

Strategic Pricing

Release of Information

Across all Middle Services

Back End Billing (Patient and Payor)

Cash Posting and Processing

Denial Management (Operationaland Clinical)

Underpayment Review / Recovery

Patient Billing Customer Service /Patient Financial Services

Secondary Billing

Third Party Collections and Self-Pay Follow-up (internal andexternal collection activities)

Credits

Finance and Managed CareAnalytical Support

Bad Debt Management

Across all Back-end Services

Other Dependent Services

Payor Audit and RAC support

Revenue Cycle Analytics andReporting

Revenue Cycle Technology andSupport

Exhibit 7.1-A- 2


computers

Scanners,printers,



Generalnetwork

connections



or SW


(e.g. fax) devices




Revenue Cycle Training

Vendor Management

General/Unspecified

Exhibit 7.1-A- 3


between


and

R1 RCM Inc.

EXHIBIT 8.1-A

JOINT REVIEW BOARD CHARTER

Exhibit 8.1-AJoint Review Board Charter

INTRODUCTION AND MISSION STATEMENT

The Joint Review Board (the “ JRB ”) is responsible for the governance of the relationship between the Parties createdpursuant to the Amended and Restated Master Services Agreement entered into by and between R1 and IMH (the “ ServicesAgreement ”).

PURPOSE

This Charter is created in order to define the JRB’s objectives, the range of its authority, the scope of its activities and itsduties and responsibilities. It is intended to give JRB members a clear understanding of their roles. The Parties will review and assessthe adequacy of this Charter to the extent the Parties determines it necessary to do so.

GENERAL GUIDELINES

Defined Terms

Any capitalized terms used but not defined herein shall have the meanings attributed to such terms under the ServicesAgreement.

Size, Composition and Term of Appointment

The JRB shall consist of four (4) members and be staffed with two (2) representatives selected by IMH and two (2)representatives selected by R1. Each of R1 and IMH shall have the right to remove and replace any member appointed by such Partyor otherwise fill any vacancy caused by the resignation of any member that such Party appointed upon written notice to the otherParty.

Meetings

Meetings of the JRB shall take place on an ad hoc basis as frequently as determined appropriate by the JRB, and may be heldat any place within or outside the State of Utah that has been designated in the notice of the meeting or, if not stated in the notice orthere is no notice, at the principal executive office of IMH. Any meeting may be held by conference telephone or similarcommunication equipment so long as all members participating in the meeting can hear one another, and all such members shall bedeemed to be present in person at the meeting. In alternate calendar years beginning in 2018, R1 and IMH shall designate one of itsrepresentatives on the JRB to serve as chairperson, with R1 appointing the chairperson in during the first calendar year.

The chairperson of the JRB shall be responsible for calling meetings, provided that the chairperson shall call a meeting of theJRB promptly upon the reasonable request of either Party. The requesting Party shall disclose to the other Party the proposed agendafor a meeting along with appropriate information at least [**] days in advance of such meeting of the JRB; provided that underexigent circumstances, a Party may provide its agenda items to the other Party within a shorter period of time in advance of themeeting, or may propose that there not be a specific agenda for a


Exhibit 8.1-A- 1

particular meeting, so long as such other Party consents to such later addition of such agenda items or the absence of a specificagenda for such meeting, such consent not to be unreasonably withheld or delayed. The chairperson shall appoint a secretary of themeeting who shall prepare and circulate for review and approval the minutes of such meeting within [**] days after such meeting.The Parties shall agree on the minutes of each meeting promptly, but in no event later than the next meeting of the JRB.

Quorum and Voting

A majority of the JRB’s members will constitute a quorum. At any meeting of the JRB, the decision of [**] members presentand voting will be determinative as to any matter submitted to a vote, provided , however , that [**]. The JRB may act by unanimouswritten consent in lieu of a vote at a meeting.

Authority

The JRB derives its authority from the Services Agreement is hereby given all resources and authority necessary to properlyfulfill its duties and responsibilities.

Duties and Responsibilities

The JRB shall:

• be responsible for general oversight and management of the relationship between the Parties under the Services Agreement,including oversight of the Operations Oversight Council;

• have authority to make final and binding decisions on behalf of the Parties;

• make decisions relating to cost allocation, the Cost to Collect Factor and the Base Fee calculation, as such decisions may berequired under the Services Agreement;

• resolve payment disputes arising between the Parties pursuant to Section 11.6 of the Services Agreement;

• serve as a critical step in the dispute resolution process set forth in Section 20.4 of the Services Agreement with respect to thematters under its responsibilities;

• attempt to resolve any matters under the responsibility of the Operations Oversight Council that the Operations OversightCouncil is unable to resolve;

• approve any material modifications to the Services Agreement that revise commercial terms prior to signature;

• evaluate Service Level Defaults and propose resolutions to the Parties; and perform such other functions as set forth in theServices Agreement or as the Parties may mutually agree in writing, except where in conflict with any provision of theServices Agreement


Exhibit 8.1-A- 2

Oversight by the Joint Review Board

• The JRB will report to, the Parties and the Parties shall be kept informed of its activities on a current basis.

• The JRB will record and keep minutes of all JRB meetings which will be available to each Party.

Limitations on Authority.

Each Party shall retain the rights, powers and discretion granted to it under this Agreement and no such rights, powers, ordiscretion shall be delegated to or vested in the JRB unless such delegation or vesting of rights is expressly provided for in theServices Agreement or the Parties expressly so agree in writing. The JRB shall not have the power to amend, modify or waivecompliance with the Services Agreement.

Initial Members of the Joint Review Board

• Bert Zimmerli

• Mark Runyon

• Joseph Flanagan

• Gary Long

Exhibit 8.1-A- 3


between


and

R1 RCM Inc.

EXHIBIT 8.2

EXECUTIVE SPONSORS

Exhibit 8.2 Executive Sponsors

R1 Executive Sponsors:

• H. Jeffrey Brownawell

IMH Executive Sponsor :

• Todd E. Craghead

Exhibit 8.2- 1


between


and

R1 RCM Inc.

EXHIBIT 8.3

OPERATIONS OVERSIGHT COUNCIL CHARTER

Exhibit 8.3Operations Oversight Council Charter

INTRODUCTION AND MISSION STATEMENT

The Operations Oversight Council (the “ Council ”) is responsible for certain key operational and finance matters under theAmended and Restated Master Services Agreement entered into by and between R1 and IMH (the “ Services Agreement ”).

PURPOSE

This Operations Oversight Council Charter is created in order to define the Council’s objectives, the range of its authority,the scope of its activities and its duties and responsibilities. It is intended to give Council members a clear understanding of theirroles. The Parties will review and assess the adequacy of this Charter to the extent the Parties determines it necessary to do so.

GENERAL GUIDELINES

Defined Terms

Any capitalized terms used but not defined herein shall have the meanings attributed to such terms under the ServicesAgreement.

Size, Composition and Term of Appointment

The Council shall consist of no less than 8 and no more than 12 members to be determined by R1 and IMH. Each of R1 andIMH shall have the right to appoint an equal number of members to the Council. Each of R1 and IMH shall have the right to removeand replace any member appointed by such Party or otherwise fill any vacancy caused by the resignation of any member that suchParty appointed upon written notice to the other Party.

Meetings

Regular meetings of the Council shall take place quarterly, or at such other interval as deemed appropriate by the Council butno less frequently than quarterly, and may be held at any place within or outside the State of Utah that has been designated from timeto time by resolution of the Board or by the Council. In the absence of such a designation, regular meetings shall be held at theprincipal executive office of IMH. Special meetings of the Council shall be held at any place within or outside the State of Utah thathas been designated in the notice of the meeting or, if not stated in the notice or there is no notice, at the principal executive office ofIMH. Any meeting, regular or special, may be held by conference telephone or similar communication equipment. So long as allmembers participating in the meeting can hear one another, and all such members shall be deemed to be present in person at themeeting.

Quorum and Voting


Exhibit 8.3- 1

A majority of the Council’s members will constitute a quorum. At any meeting of the Council, the decision of [**] memberspresent and voting will be determinative as to any matter submitted to a vote, provided , however , that [**]. The Council may act byunanimous written consent in lieu of a vote at a meeting. If the Council is unable to make any determinations for which it is allocatedresponsibility under this charter, such determinations shall be submitted to the Joint Review Board to attempt to resolve the matter.

Oversight by the Joint Review Board

The Council will report to, and take direction from, the JRB, and the JRB shall be kept informed of its activities on a currentbasis.

The Council will record and keep minutes of all Council meetings which will be available to all members of the JRB.

Authority

The Council derives its authority from the Services Agreement and is hereby given all resources and authority necessary toproperly fulfill its duties and responsibilities.

Duties and Responsibilities

The Council shall be responsible for the following activities set forth in the Services Agreement:

• all decisions specially identified in the Services Agreement as requiring the consent, approval or vote of the Council;

• coordinate the Parties’ activities under the Services Agreement;

• provide input on any concerns with R1’s decision to insource the services under an In-Scope Agreement or to subcontractsuch services to a new vendor;

• make recommendations regarding additional offshore outsourcing of the Services which require prior approval of the JRBunder the terms of the Services Agreement;

• provide input on R1’s selection of New Technology Partners and have authority to waive privacy, data security andcompliance requirements for any proposed New Technology Partners that do not meet all such requirements;

• review proposals for new reporting requested under Section 19.2 of the Services Agreement;

• make recommendations to the Joint Review Board on operational matters;

• serve as a critical step in the dispute resolution process set forth in Section 20.3 of the Services Agreement with respect tothose matters under its responsibility;


Exhibit 8.3- 2

• create such other operational committees with such responsibilities as the Parties may mutually agree to from time to time;

• define operational strategies and oversee the Parties’ execution of such strategies; and

• perform such other functions as are set forth in the Services Agreement or as the Parties may mutually agree in writing,except where in conflict with any provision of the Services Agreement.

ADDITIONAL PROCEDURES

• The Council shall report to the JRB following regular meetings.

Limitations on Authority

Each Party shall retain the rights, powers and discretion granted to it under this Agreement and no such rights, powers, ordiscretion shall be delegated to or vested in the Council unless such delegation or vesting of rights is expressly provided for in theServices Agreement or the Parties expressly so agree in writing. The Council shall not have the power to amend, modify or waivecompliance with the Services Agreement.


Exhibit 8.3- 3


between


and

R1 RCM Inc.

EXHIBIT 8.5

AUTHORIZED PERSONNEL

Exhibit 8.5 Authorized Personnel

IMH Authorized Personnel:

• Richard Bagley

• Nancy Baxter

• Todd Craghead

• Rob Carlisle

• Jeff Howes

• Cindy Hutchinson

• Kimberly Telford

• Mike Weed

R1 Authorized Personnel:

• Jana Anderson

• Jeff Brownawell

• Jose Diaz

• Jared Jorgensen

• Sherilynn Quist

• Robert Troksa

• Wes Arnett

Exhibit 8.5- 1


between


and

R1 RCM Inc.

EXHIBIT 9.1

NON-DISCLOSURE AGREEMENTS

Exhibit 9.1 Non-Disclosure Agreements

1. Prior Non-Disclosure Agreements.

• Non-Disclosure Agreement dated March 22, 2011 between Accretive Health, Inc. and IHC Health Services, Inc.

• Mutual Non-Disclosure Agreement dated September 6, 2013 between Accretive Health, Inc. and IHC Health Services, Inc.

• Mutual Nondisclosure Agreement, effective as of September 1, 2017, between IHC Health Services, Inc. and R1 RCM Inc.

Exhibit 9.1- 1


between


and

R1 RCM Inc.

EXHIBIT 10.1

TRANSITIONED EMPLOYEE TERMS

Exhibit 10.1 Transitioned Employee Terms

1. INTRODUCTION

1.1 Definitions . Capitalized terms used but not defined in this Exhibit shall have the respective meanings set forth in theServices Agreement or the other Exhibits to the Services Agreement.

(a) “ IMH Employee ” means any person who is employed by IMH.

(b) “ Benefit Plan ” means Welfare Plans, incentive, compensation and other employee programs and policies.

(c) “ Commencement Date ” means April 8, 2018; [**].

(d) “ Employment Effective Date ” means the Commencement Date, except that the Employment Effective Date for On-Leave Transitioned Employees shall be the date on which an On-Leave Transitioned Employee actually ceasesemployment with IMH, as applicable, and begins employment with R1 pursuant to the offer extended by R1 underSection 2.1 below.

(e) “ Military Leave ” means a leave of absence for purposes of active service in any branch of the United States ArmedServices.

(f) “ On-Leave Transition Employee ” has the meaning given in Section 2.2(e) .

(g) “ On-Leave Offer Period ” has the meaning given in Section 2.2(e) .

(h) “ Transition Employee ” means an IMH Employee who is designated by mutual agreement of the Parties to receive anoffer of employment by R1 and who is not subject to any collective bargaining agreement immediately prior to theEmployment Effective Date with respect to IMH. Such designation will be accomplished by describing such IMHEmployee as a Transition Employee in the Schedule of Transition Employees, substantially in the form of Schedule Aattached hereto, to be completed by the Parties prior to the Employment Effective Date.

(i) “ Transitioned Employee ” means an IMH Employee who accepts R1’s [**] offer of employment, successfully clearsR1’s pre-hire checks and screening as described in this Exhibit, and who commences employment with R1.

(j) “ Welfare Plans ” has the meaning given in Section 2.4(b) .

2. APPLICABLE EMPLOYEES

2.1 Obligation to Extend Offers to Transition Employees.


Exhibit 10.1- 1

R1 shall extend a [**] offer of employment to each Transition Employee, as identified in the Schedule of TransitionEmployees, as it may be amended. Each such offer shall be delivered electronically by R1 to the applicable TransitionEmployee. [**].

2.2 Employment Offer.

(a) Provision of Employee Data; Notice of Offer . To facilitate R1’s ability to extend offers and the IMH Employees’likelihood of acceptance, IMH shall allow R1 reasonable access to the IMH Employees in order to allow for anorderly transition of their employment to R1. R1 shall notify IMH at a reasonable time prior to making any offer ofemployment to any IMH Employee. Such notice shall describe in reasonable detail the terms of each such offer. Forthe purpose of facilitating R1’s ability to extend offers, IMH agrees to use commercially reasonable efforts to discloseto R1, within [**] of the Effective Date, [**] with respect to the applicable IMH Employees. IMH further agrees toprovide R1, prior to each Employment Effective Date, an update with respect to all such data and information withrespect to any changes thereto during the period of time from [**] until such Employment Effective Date.

(b) Terms of Offer . With regard to Transitioned Employees and all other R1 personnel providing Services, R1 agreesthat: each [**] offer of employment for a Transition Employee shall: (x) be for full-time or part-time, [**]employment with R1 in a position comparable to the position that he or she held with IMH; and (y) include initialbase wages or salary not less than the Transition Employee’s base wages or salary provided by IMH immediatelyprior to the Employment Effective Date, which shall not [**].

(c) Offers Shall Comply with Laws . R1 shall comply with all applicable laws and regulations, including laws andregulations related to employment requirements and employment transitions, in offering employment to the IMHEmployees and in employing such individuals. IMH shall comply with all applicable laws and regulations inconnection with the termination of employment of Transitioned Employees.

(d) Responses to Offers and Employment Effective Date . R1 shall notify IMH within [**] days after offers ofemployment are made whether each IMH Employee has accepted such conditional offer. Unless otherwise specifiedin the Schedule of Transition Employees or Section 2.2(e) , Transitioned Employees shall commence employmentwith R1 on the Employment Effective Date. R1 shall use all commercially reasonable efforts to employ theTransitioned Employees as of the date their employment with IMH ceases.

(e) On-Leave Transition Employee . With respect to each Transition Employee who [**] on an approved leave ofabsence in accordance with IMH’s on-leave policies (an “ On-Leave Transition Employee ”):


Exhibit 10.1- 2

(i) IMH shall provide R1 with the date when his or her applicable leave commenced and is expected to end (ifknown); and

(ii) Upon each On-Leave Transition Employee’s return, subject to each such employee (A) being released to workprior to September 30, 2018, (B) being fully cleared to perform the responsibilities required for their position,and (C) clearing R1’s pre-hire screening as more fully set forth in this Exhibit, R1 shall make [**]employment offers meeting the requirements in this Section 2.2 , except that, in the case of a Military Leave,the period for accepting such shall be as required by applicable law following the completion of active duty (“On-Leave Offer Period ”).

If an On-Leave Transition Employee accepts such a [**] offer, R1 shall promptly notify IMH of suchacceptance. For purposes of clarity, (I) no On-Leave Transition Employee shall be deemed an employee of R1(or eligible to receive the benefits described herein) for any period of time prior to such On-Leave TransitionEmployee’s Employment Effective Date, and (II) R1 shall be under no obligation to hold open an employmentoffer to an On‑Leave Transition Employee beyond the On-Leave Offer Period.

[**]

2.3 [**] Transitioned Employees . [**]. Consistent with Section 2.2(a) above, IMH agrees to provide, where possible, evidenceof compliance with background checks, drug screening, OIG checks and sex offender register checks. IMH acknowledgesand agrees that, as a condition of continued employment, R1 may require the Transitioned Employees to undergo and clearR1’s standard background check, drug screening, OIG checks, and sex offender check after accepting R1’s job offer.

2.4 Employee Benefit Plans.

(a) Years of Service Credit . Unless otherwise agreed by the Parties, Transitioned Employees shall receive credit foryears of service with IMH under each R1 employee benefit plan, where applicable, for purposes of promotionconsideration, vesting (other than for stock or option grants), participation, eligibility for benefits, benefit accrual,and/or optional forms of payment, [**] but subject to the provisions outlined in Section 2.6 . In the event theemployment of a Transitioned Employee is terminated after [**], and said Transitioned Employee is eligible forseverance under R1’s benefits plan as described in Section 2.6 , credit for service shall be calculated from theEmployment Effective Date for such Transitioned Employee.

(b) Employee Welfare Benefit Plans . Each benefit-eligible Transitioned Employee, as determined by R1, shall beeligible to participate in R1’s employee welfare benefit plans (“ Welfare Plans ”). [**]. R1 will provide access [**],R1 will honor all out-of-pocket expenses already paid by the Transitioned Employees towards their annual deductible.IMH shall be responsible for the provision of benefits with respect to


Exhibit 10.1- 3

each Transitioned Employee during the month in which the Employment Effective Date occurs and the Parties agreeto coordinate the transition of benefits so that benefit-eligible Transitioned Employees do not experience a lapse inbenefits coverage immediately following the Employment Effective Date.

(c) Paid-Time-Off (PTO) (Vacation/Sick Leave) . R1 shall make available to each Transitioned Employee paid-time-off benefits for vacation and sick leave consistent with R1’s applicable plans and policies, in each case beginning onhis or her Employment Effective Date, with years of service of such Transitioned Employee determined in accordancewith Section 2.4(a) . Unless otherwise set forth in this Section 2.4(a) , R1’s policy shall govern the TransitionedEmployee’s use of paid leave, as well as the other criteria governing paid leave.

(d) Incentive Bonus . With respect to any Transitioned Employee that is entitled to an incentive bonus from IMH that ispayable in a subsequent tax year following the Employment Effective Date, [**].

(e) Pension Plans . R1 shall not be responsible for any (and IMH shall be solely responsible for all) payments,responsibilities, and other obligations with respect to any current or former pension plans or pension obligations,whether or not accrued, with respect to any IMH Employees.

2.5 Payment of Accrued PTO for IMH Employees . Upon an IMH Employee’s cessation of employment with IMH, IMH shallpay to each such IMH Employee an amount equal to the value of such IMH Employee’s accrued paid time off as of the dateof such cessation.

2.6 [**] for Transitioned Employees . If a Transitioned Employee is terminated within [**] of the Commencement Date, thenthe Transitioned Employee will be eligible for [**]. R1 will provide to IMH the names of the Transitioned Employees to [**]of the Commencement Date. [**], and will provide such information to R1. R1 will [**] the terminated TransitionedEmployees. Subject to the last sentence below, (i) R1 will be financially responsible for [**] to terminated TransitionedEmployees and (ii) [**] terminated Transitioned Employees. [**] any terminated Transitioned Employees beyond [**];provided that IMH’s total payments for [**] to terminated Transitioned Employees under this Section 2.6 shall not [**].

Transitioned Employees shall be subject to R1’s [**] plan on the Employment Effective Date. R1 shall be responsible forpaying the [**] owed (if any) if a Transitioned Employee is terminated more than [**] after his or her Employment EffectiveDate. Any such [**] paid by R1 shall be calculated using [**]. Credit for service shall be calculated from the EmploymentEffective Date for all Transitioned Employees terminated more than [**].

R1 shall not be responsible for any severance, wages or other amounts with respect to any IMH Employee that does notaccept or is not eligible to receive an offer of employment from R1.


Exhibit 10.1- 4

2.7 Training and Skill Development . Transitioned Employees will be provided skill development and career growthopportunities that are substantially similar to those provided to similarly situated R1 employees in the United States. R1 willwaive any waiting period for tuition reimbursement as long as the Transitioned Employee meets all other requirements andR1 offers the benefit. If R1 does not offer tuition reimbursement and the Transitioned Employee is currently enrolled in andattending school during the semester/quarter when the transition occurs, then R1 will reimburse the Transitioned Employeethe amount they would receive if still employed by IMH for that semester/quarter, provided that the Transitioned Employeemeets all of the requirements.

3. GENERAL.

3.1 Employment Status with IMH . The Parties agree that no Transitioned Employee shall be considered an employee of IMHon and after his or her Employment Effective Date. In addition, the Parties shall conduct their respective businesses in amanner intended to eliminate or minimize the risk that, following any Transitioned Employee’s Employment Effective Date,IMH shall be considered an employer, co-employer or joint employer of any employee of R1 or any of its Affiliates orSubcontractors, including the Transitioned Employees. Neither R1 nor its employees (including Transitioned Employees),subcontractors or agents shall be deemed employees or agents of IMH for any purpose including for: (a) federal, state or localtax, employment, withholding or reporting; (b) provident fund, gratuity, bonus, workers’ compensation, employee stateinsurance or disability coverage, severance pay and paid time off; or (c) eligibility or entitlement to any benefit under any ofIMH’s Benefit Plans. Neither IMH, nor its employees, subcontractors or agents shall be deemed employees or agents of R1for any purpose including for: (i) federal, state or local tax, employment, withholding or reporting; (ii) provident fund,gratuity, bonus, workers’ compensation, employee state insurance or disability coverage, severance pay and paid time off; or(iii) eligibility or entitlement to any benefit under any of R1’s Benefit Plans. R1, and not IMH, is responsible for payment ofits own employees’ worker’s compensation, disability, unemployment and other insurance, for its social security and BenefitPlans and all applicable income and other taxes. IMH, and not R1, is responsible for payment of its own employees’ worker’scompensation, disability, unemployment and other insurance, for its social security and Benefit Plans and all applicableincome and other taxes.

3.2 Equal Employment Opportunity Employers Statement . IMH is an equal opportunity employer and federal contractor.Consequently, the Parties agree that, to the extent applicable, they will comply with the following, which are incorporatedherein by reference: 41 CFR 60 1.4(a), 41 CFR 60 300.5(a), 41 CFR 60 741.5(a), and Executive Order 13496 (29 CFR Part471, Appendix A to Subpart A), relating to the notice of employee rights under federal labor laws, specifically:

(a) IMH and R1 shall abide by the requirements of 41 CFR 60 300.5(a), as applicable. This regulation prohibitsdiscrimination against qualified protected veterans, and

Exhibit 10.1- 5

requires affirmative action by covered prime contractors and subcontractors to employ and advance in employmentqualified protected veterans.

(b) IMH and R1 shall abide by the requirements of 41 CFR 60 741.5(a), as applicable. This regulation prohibitsdiscrimination against qualified individuals on the basis of disability, and requires affirmative action by coveredprime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities.

3.3 Other Employee Matters . As of the Employment Effective Date, the Transitioned Employees shall be employees of R1 forall purposes. R1 shall be responsible for all necessary recruiting and hiring costs associated with employing appropriate staff,including all travel and relocation requirements and costs of hiring or transitioning the Transitioned Employees. In addition,R1 shall be responsible for funding and distributing benefits under the Benefit Plans in which benefit-eligible TransitionedEmployees participate on or after the Transitioned Employee’s Employment Effective Date and for paying any compensationand remitting any income, disability, withholding and other employment taxes for such Transitioned Employees beginning onthe Employment Effective Date. IMH shall be responsible for funding and distributing benefits under the IMH Benefit Plansin which Transitioned Employees participated prior to the applicable Employment Effective Date and for paying anycompensation and remitting any income, disability, withholding and other employment taxes for such TransitionedEmployees for the period prior to the Employment Effective Date of such Transitioned Employee. IMH shall provide R1with such information in IMH’s possession reasonably requested by R1 in order to fulfill its obligations under this Exhibit10.1 . R1 acknowledges that there may be some employees of IMH who do not transition employment to R1 in accordancewith this Exhibit 10.1 , but continue to provide revenue cycle services. For the avoidance of doubt, these employees shallremain and be considered employees of IMH and not R1, and accordingly shall be subject to IMH’s personnel policies andregulations. R1 agrees to include Transitioned Employees working in and IMH Facility or IMH Provider location in IMHcaregiver appreciation celebrations and activities.

3.4 [**].

3.5 [**].

3.6 No-Hire After Transition. The Transitioned Employees shall be employees of R1 for all purposes. For the avoidance ofdoubt, as of the Employment Effective Date, the Transitioned Employees shall be subject to Section 24.4 of the ServicesAgreement.


Exhibit 10.1- 6

SCHEDULE ATRANSITION EMPLOYEES

Empl ID Last Name First Name DescriptionTransition Date byEmployee

XXXXXXXX Doe Jane Financial Counselor 2/05/2018

Exhibit 10.1 Schedule A


between


and

R1 RCM Inc.

EXHIBIT 11.1

CHARGES FOR SERVICES

Execution Copy


between


and

R1 RCM Inc.

EXHIBIT 11.1-A

BASE FEE FOR SERVICES


Exhibit 11.1-A

Base Fee for Services

1. Base Fee.

For R1’s provision of Services, IMH will pay to R1 a single base fee with respect to the combined IMH Facilities and the IMHProviders (the “ Base Fee ”), which Base Fee shall be calculated in the aggregate and will be comprised of:

1.1 For the period from the Commencement Date through [**] fee (to be invoiced in accordance with Exhibit 11.1-C )equal to the product of :

(i) The result of:

a. the prior year [**] Cash Collections with respect to such quarter for the revenue cycle operations of theIMH Facilities and the IMH Providers in the aggregate,

multiplied by

b. the sum of (A) one, plus (B) [**], plus (C) [**] (the result of (a) multiplied by (b) will be referred toherein as “ [**] Base Fee Cash ”),

multiplied by

(ii) the result of:

a. the Cost to Collect Factor (as defined in Section 3.1 ),

minus

b. [**] (as defined in Section 4.3 ),

minus

c. [**] (as defined in Section 5 ).

1.2 For all periods beginning on or following [**], a [**] fee equal to (to be invoiced in accordance with Exhibit 11.1-C )the product of:

(i) The result of:

a. the prior year’s [**] Base Fee Cash with respect to such quarter,

multiplied by

b. the sum of (A) one, plus (B) [**], plus (C) [**]


11.1-A- 1

multiplied by

(ii) the result of:

a. the Cost to Collect Factor (as defined in Section 3.1 ),

minus

b. [**] (as defined in Section 4.3 ),

minus

c. [**] (as defined in Section 5 ).

It is the intent of the Parties to commence Services on the first day of any month; however, in the event any Services do not start onthe first of a month, the Parties shall account for any proration in the Base Fee in accordance with Section 11.5 of the ServicesAgreement.

1.3 Certain Definitions

(i) “ Acute Adjusted Admissions ” means, for any Contract Quarter, the quotient of: (x) Total Patient Revenue forsuch quarter, divided by (y) the quotient of (1) Inpatient Revenue for such quarter, divided by (2) InpatientAdmissions for such quarter.

(ii) “ Acute Adjusted Admissions Percentage Change ” means, for any Contract Quarter, the quotient of: (x) thedifference between (a) the Acute Adjusted Admissions for such Contract Quarter, minus (b) the AcuteAdjusted Admissions for the prior Contract Quarter, divided by (y) the Acute Adjusted Admissions for theprior Contract Quarter.

For example, to calculate the Acute Adjusted Admissions % Change for the quarter ended 6/30/2019,you would evaluate the percentage change in the Annual Adjusted Admissions from the 12 month periodended February 2018 to the 12 month period ended February 2019.

(iii) “ Baseline Year ” means [**].

(iv) “ Contract Quarter ” means each three-month period during a Contract Year during the Term (i.e., January 1 stto March 31 st , April 1 st to June 30 th , July 1 st to September 30 th and October 1 st to December 31 st ).Notwithstanding the foregoing, for the initial 2018 Contract Year, the first Contract Quarter shall be truncated,starting on the Commencement Date and ending at the first to occur of March 31 st , June 30 th , September 30th or December 31 st of 2018; and the remaining Contract Quarters for 2018 shall follow the precedingmethodology.


11.1-A- 2

(v) “ Contract Year ” means each calendar year during the Term, [**].

(vi) [**].

(vii) “ Inpatient Admissions ” means, for any Contract Quarter, the total number of Inpatient Admissions as setforth in IMH’s Enterprise Data Warehouse or equivalent reporting system.

(viii) “ Inpatient Revenue ” means, for any Contract Quarter, the total dollar value of Inpatient Revenue as set forthin IMH’s Enterprise Data Warehouse or equivalent reporting system.

(ix) [**].

(x) “ Provider Visits ” means, for any Contract Quarter, the total number of Provider Visits as set forth in IMH’sEnterprise Data Warehouse or equivalent reporting system.

(xi) “[**] Cash Collections ” means, for each of the IMH Facilities and the IMH Providers (or both), thecumulative Cash Collections received by IMH for the IMH Facilities or the IMH Providers (or in theaggregate with respect to both), during the [**] period that ends one month prior to the commencement of thequarter for which the Base Fee with respect to IMH is payable.

For example, to calculate the Base Fee for [**] ended 6/30/2018, the [**] Cash Collections wouldequal IMH’s Cash Collections for the IMH Facilities and the IMH Providers for [**], and [**].

(xii) [**].

2. Initial Assessment.

2.1 Performance and Timing. The Parties will perform and complete a collaborative initial assessment of the Servicesprior to the Commencement Date in order to determine the Initial Cost to Collect Factor ( as defined in Section 3.1below ) (the “ Initial Assessment ”).

2.2 Assessment Principles . In connection with the Initial Assessment, the following principles will be followed.

(i) Payroll Expenses for IMH: All payroll costs and expenses at IMH for In-Scope Employees (defined below)and, to the extent not otherwise included in the definition of In-Scope Employees, all payroll costs andexpenses for Management Employees (as defined in this Section 2.2 ), all of which shall be borne by R1. “ In-Scope Employees ” means:


11.1-A- 3

a. those non-clinical employees, as identified by job title, which are responsible for performing functionsthat relate to the Services which are designated, pursuant to the Initial Assessment, as having an In-Scope Percentage (as defined below) that is greater than or equal to [**] (all of which employees shallalso be deemed to be In-Scope Employees); and

b. if approved by the Joint Review Board, any non-clinical employees, as identified by job title, that areresponsible for performing functions that relate to the Services and are designated, pursuant to theInitial Assessment as having an In-Scope Percentage higher than [**] but lower than [**].

Notwithstanding the foregoing, (y) subsection b of this definition shall include those employeesworking in departments which perform both the Services and services not qualifying as the Services, and (z)IMH may remove any Management Employee from the In-Scope Employees (in which case, R1 shall [**] forany payroll costs and expenses relating to such Management Employees). For the avoidance of doubt, if IMHremoves an employee who is not a Management Employee from the In-Scope Employees, then such employeewill remain an IMH employee, but the Cost to Collect Numerator will [**] with respect to any such employee.R1 shall [**] relating to such employees for the period of time such employee remains an IMH employee andprovide services for IMH that would otherwise be Services under the Agreement if such employee hadtransitioned to R1.

“ In-Scope Percentage ” shall mean, for any “Department” at IMH, the [**] divided by [**].

“ Management Employee ” shall mean any (i) [**] and (ii) any employees performing similarfunctions to any of the employees referenced in clause (i).

(ii) IT Support/Real Estate Expenses for IMH : With respect to allocation of costs and expenses related toinformation technology support and real estate for purposes of inclusion in the Cost to Collect Numerator, theParties shall, prior to the Commencement Date, mutually agree in good faith on a methodology that (A)represents an accurate reflection of the allocation of costs and expenses between the Parties including bothoperating expense and depreciation expense; and (B) favors simplicity in execution and invoicing andexcludes any cost allocation for In-Scope Employees whom we reasonably expect to remain in AuthorizedSpace. The Parties shall mutually agree in good faith on a mechanism to avoid a material amount of duplicateor unfunded costs or expenses related to IT support and real estate.


11.1-A- 4

(iii) Other Expenses for IMH : Allocation of all other expense categories shall be determined through mutualagreement of both Parties in good faith.

(iv) [**]

(v) Non-Payroll Expenses for Third-Party Vendors : The Cost to Collect Numerator, as defined below, willinclude all costs and expenses related to In-Scope Vendors (defined below), [**] shall [**], excluding anyportion of the costs and expenses for Partially Related Vendors that are not related to the Services.

“ In-Scope Vendors ” means third party vendors that perform functions as part of or related to theServices, including: (A) any vendor that, provides a product, solution or service (a “ Vendor Service ”) that is[**] related to the Services; and (B) any vendor that is, providing or offering a Vendor Service is partiallyrelated to the Services (“ Partially Related Vendors ”).

In-Scope Vendors shall not include any (y) IT Host System Vendor; and (z) vendor with respect to aVendor Service that is not related to the Services in any manner. “ IT Host System Vendor ” means a thirdparty vendor that provides a product, solution or service (including hosting or providing a platform or system)that is used to capture patient encounters and associated charges that result in generation of a patient statementor bill.

(vi) Partially Related Vendors : For any Partially Related Vendors, the portion of the cost of the Partially RelatedVendor that relates to the Services will be [**]. The Joint Review Board may review the list of vendors fromtime to time and, when appropriate, determine whether any such vendor is not an In-Scope Vendor. If avendor is deemed not to be an In-Scope Vendor, an adjustment to the Cost to Collect Numerator shall be madeto [**] accordingly, and R1 shall [**], such costs.

(vii) Additional Considerations :

a. If a termination fee or other termination-related costs or expenses must be paid to allow for thetermination or any splitting of an existing In-Scope Vendor contract, such fee will be [**], subject toSection 14.6 of the Agreement.

b. The allocation of one-time, lump-sum implementation and/or license fees for a particular In-ScopeVendor will be [**]the Cost to Collect Numerator.

c. R1 and IMH shall each be responsible for its own incurred costs associated with informationtechnology, such as interface


11.1-A- 5

development, file transfers, and custom programming related to the R1 technology solutions and otherthird party vendors.

d. The allocation between the Parties of one-time costs related to information technology systemconversion services, including consulting services, staff augmentation and training, will be excludedfrom the Cost to Collect Numerator.

e. Recurring maintenance, support, service, license, or contingency fees for all In-Scope Vendorproducts, solutions, and services, shall be included in the Cost to Collect Numerator, and [**] R1.

f. The Parties will work together to identify any costs from the Initial Assessment that should be eitheradded or removed from the Cost to Collect Numerator.

2.3 Determination of Initial Cost to Collect Factor . The Initial Cost to Collect Factor shall be determined by the JointReview Board after the completion of the Initial Assessment.

(i) Calculation Principles . In addition to the principles listed in Section 2.2 above, the Joint Review Board shallalso follow the methodology below with respect to completing the table set forth in Section 3.1 in order toestablish the Initial Cost to Collect Factor:

a. The fraction to be set forth in the table (expressed as a percentage) representing the Cost to CollectFactor as of the Effective Date will be calculated as follows: (i) the aggregated annual value of all costsfrom the Initial Assessment for IMH, as approved by the Joint Review Board, and otherwisenormalized to account for any extraordinary costs that do not relate to the Services provided during theBaseline Year or are not reasonably expected to continue (e.g. payroll costs related to Transcription)(collectively, “ Cost to Collect Numerator ”); and (ii) the denominator is equal to the aggregate amountof Cash Collections for the IMH Facilities and the IMH Providers, in the aggregate, during theBaseline Year.

(ii) The Parties must determine the Initial Cost to Collect Factor prior to the Commencement Date.

3. Cost to Collect Factor.

3.1 “ Cost to Collect Factor ” means the fraction (expressed as a percentage) which will be determined by the Parties andapproved by the Joint Review Board after completion of the Initial Assessment (such fraction subject to anyadjustment agreed by the Joint Review Board in accordance with Sections 3.2 and 3.3 below).


11.1-A- 6

Baseline Year Cash Cost to Collect Numerator Initial Cost to Collect FactorAll IMH Facilities and IMH Providers $ $ %

The Cost to Collect Factor in the table above shall be referred to as the “ Initial Cost to Collect Factor .”

For the avoidance of doubt, the Cost to Collect Factor that will be used in the Base Fee calculation in Section 1.1 shall equalthe sum of:

(i) the Initial Cost to Collect Factor listed above,

(ii) any downward adjustments, as provided for in Section 3.2 below, and

(ii) any upward adjustments, as provided for in Section 3.3 below.

For purposes of clarity, the Parties agree that the adjustments contemplated by subsections (ii) and (iii)directly above shall only be effective to Base Fee calculations prospectively , as of the latter to occur of: (x)the date of approval of the adjustment by the Joint Review Board; and (y) any later date as set forth in theapproval by the Joint Review Board.

3.2 Discontinued Services

If any Service is approved to be discontinued by the Joint Review Board, or via a written amendment to the ServicesAgreement executed by the Parties, the Parties will conduct an assessment of the cost assumptions underlying the Cost toCollect Factor with respect to such Service and the Joint Review Board shall approve an equitable downward adjustment tothe Cost to Collect Factor to account for such Discontinued Services.

3.3 New Services, Acquisitions and New Hospitals

(i) For the avoidance of doubt, if IMH requests that R1 provide any services other than the Services or if IMHrequests that R1 provide any Services which were not provided to IMH prior to the date of such request, allsuch requested services shall be New Services under Section 3.8 of the Services Agreement. The Parties agreethat for any such New Services, if the costs or expenses associated with such New Service are not accountedfor in the determination of the Cost to Collect Factor as of the date such New Service would commence, thenthe Cost to Collect Factor will be equitably increased by an amount to be determined by the Joint ReviewBoard, and such adjustments shall be effective as of the date R1 begins performing such New Service.

(ii) In the event that after the Commencement Date additional existing facilities and providers are added to theIMH Facilities or IMH Providers that result in an increase of [**] net patient services revenue, the Parties willperform and complete an assessment of such facilities and providers that is consistent


11.1-A- 7

in scope with the Initial Assessment and follows the principles set forth in Section 2.2 . The results of any suchassessment shall be submitted to the Joint Review Board and the Joint Review Board shall determine theproper increase to the Cost to Collect Factor in accordance with the guidelines and principles of this Exhibit11.1-A . If the additional facilities and providers result in an increase of [**] of net patient services revenuethe Cost to Collect factor then in place will be applied to the new facilities and providers.

(iii) In the event that after the Commencement Date IMH opens new facilities that are added to the IMH Facilitiesor IMH Providers,. If IMH opens new facilities as described in this Section 3.3(iii) , and R1 hires anyemployees who will perform the Services for such new facility more than [**] days in advance of IMHopening a new facility at IMH’s request, IMH shall reimburse R1 for the expenses incurred for hiring eachsuch employee.

Any adjustments made for discontinuation of Services under Section 3.2 or addition of New Services under Section 3.3(i)will be based on the following fraction – the annualized expense for such Services divided by the trailing twelve months CashCollections for the IMH Facilities and the IMH Providers – which fraction will be added or removed from the then currentCost to Collect Factor, depending on whether Services are being added or removed.

4. [**].

4.1 During the Term, Intermountain shall be entitled to a [**] each quarterly Base Fee invoice, as reflected in Section 1.1, of the applicable [**] (as defined below), which shall be phased in over the [**] period from the CommencementDate.

4.2 For each year that Intermountain receives Services from R1 during the Term, the Cost to Collect Factor shall be [**]to be calculated as follows:

(i) For the period starting on the Commencement Date and ending [**] of the [**] shall be [**] from the Cost toCollect Factor;

(ii) For the [**] of the [**] shall be [**] from the Cost to Collect Factor;

(iii) For each subsequent calendar year during the term thereafter, [**] of the [**] shall be [**] from the Cost toCollect Factor.

4.3 “[**]” means the quotient (expressed as a percentage) of (x) [**] (the “[**]”), divided by (y) the aggregate CashCollections of the IMH Facilities and the IMH Providers during the Baseline Year.


11.1-A- 8

Period [**] [**]

Commencement Date – [**] [**] --

[**] [**] --

[**] – Term [**] --

The Parties will finalize Cash Collections in the Baseline Year in accordance with Sections 2.3 and 3.1 .

5. [**].

[**].

6. Windfall Situations and Changes in the Environment

6.1 In the event that there is a Force Majeure Event, a material change in the environment in which IMH is operating itsrevenue cycles, or a material change in the laws and regulations that apply to IMH or R1 that significantly affects theeconomics of one or more of the Parties or frustrates the ability of a Party to perform its obligations hereunder,through no fault of its own, there will be a fair and appropriate adjustment (increase or decrease) to portions of theBase Fee. Upon such request, the Parties will, in good faith, discuss the costs associated with the change incircumstance, with the outcome to equitably reflect the incremental change in costs to deliver the Services.

6.2 Examples of matters that could trigger an adjustment to the Base Fee include the following:

(i) Material changes in the form of reimbursement by commercial or government payors, including changes to apayment model such as an at-risk or partial or fully capitated system;

(ii) [**].

(iii) Changes to the IMH IT Environment, which results in a material [**] in the cost of revenue cycle operations.


11.1-A- 9

Execution Copy


between


and

R1 RCM Inc.

EXHIBIT 11.1-B

INCENTIVE FEES FOR SERVICES

Exhibit 11.1-B Incentive Fees for Services

1. Definitions:

• “ Actual Result ” means, with respect to any Metric, the value obtained by performing the calculation in accordance with thedefinition of such Metric.

• [**]

• “ Book of Business ” means the aggregate IMH Providers on the one hand and aggregate IMH Facilities on the other hand.

• [**]

• “ Balanced Score ” shall mean:

o with respect to Metrics No. 1 to 3 and 5, the quotient of:

§ (x) the difference between (1) the Lower Bound for each such Metric in Table 2.2(e), minus (2) the ActualResult for such Metric in the Measurement Period, divided by

§ (y) the result of (1) the Lower Bound for each such Metric in Table 2.2(e), minus (2) the Upper Bound forsuch Metric.

o with respect to Metric No. 4, the quotient of:

§ (x) the difference between (1) the Actual Result for Metric No. 4 in the Measurement Period, minus (2) theLower Bound for Metric No. 4, divided by

§ (y) the difference between (1) the Upper Bound for Metric No. 4, minus the Lower Bound for Metric No. 4 inTable 2.2(e).

• [**]

• “ Capped Score ” shall mean, the Balanced Score, as modified, if at all, in accordance with the following formula:

o if the Balanced Score for each such Metric is [**], then the Capped Score for such Metric shall be equal to [**];

o if the Balanced Score for each such Metric is greater than [**], then the Capped Score for such Metric shall be equalto [**]; and

o if the Balanced Score for each such Metric is [**], then the Capped Score for such Metric shall be equal to [**].


11.1-B-1- 1

• [**]

• “ Contract Quarter ” has the meaning given in Section 1.3(iv) of Exhibit 11.1-A .

• “ Contract Year ” has the meaning given in Section 1.3(v) of Exhibit 11.1-A .

• [**]

• [**]

• [**]

• “ Lower Bound ” means, for any Metric, on a Book of Business specific basis, the lower bound result set forth in Table 2.2(e)for such Metric. The Joint Review Board will approve the Lower Bound for each Metric prior to the Commencement Date.For each Metric, the Parties intend to use as the Lower Bound [**]: (a) the Actual Result for such Metric [**]; and (b) theActual Result for such Metric [**]. Notwithstanding the foregoing, the Parties intend that the Lower Bound for Metric Nos. 1and 2 for the IMH Providers Book of Business will be the average of the Actual Results for each such Metric [**]. TheLower Bound for each Metric shall be adjusted [**], starting with the Lower Bound in effect for [**] as set forth in Exhibit11.1-B-1 .

• “ Measurement Period ” means a period of measurement hereunder following the Commencement Date calculated at the endof each Contract Quarter during a Contract Year as follows: Starting at the beginning of each Contract Year, the initialMeasurement Period will be the first Contract Quarter, and each subsequent Measurement Period will be equal to the sum ofsuch Contract Quarter plus all previous Contract Quarters during such Contract Year. Notwithstanding the foregoing, for the2018 Contract Year, the initial Measurement Period shall be the shortened Contract Quarter described in the Contract Quarterdefinition above.

• “ Measurement Period Score ” shall mean, for any Metric (expressed as a percentage) the Metric’s [**] Score for suchMeasurement Period.

• “ Metric ” means each of the individual measurements set forth in Table 2.2(e), the “Metric Value Table,” or any otherindividual measurement agreed by the Parties in accordance with Section 3.1 ; provided that there shall not be more than [**]individual measurements in place for any Contract Year.

• “ Metric Value ” has the meaning set forth in Section 2.3(b) .

• [**]

• “ Patient ” has the meaning given in Section 1 of Exhibit 3.6 .


11.1-B-1- 2

• “ Patient Accounting System ” means IMH’s iSeries, GE Centricity, Cerner CPR Plus or Horizon patient accounting system,as applicable for any Metric as of the date of determination.

• [**]

• “ Payor ” means any third party that is contractually responsible for the payment of all or any portion of any Patient’s medicalexpenses, including, without limitation, commercial medical insurers and government insurers.

• [**]

• [**]

• [**]

• “ Risk Pool ” shall mean for each Measurement Period, for each Book of Business:

o if total incentive fees paid to R1 in accordance with Section 2.3 [**], the Cash Collections for such Book of Businessduring such Measurement Period, multiplied by [**]; and

o if total incentive fees paid to R1 in accordance with Section 2.3 [**], the Cash Collections for such Book of Businessduring such Measurement Period, multiplied by [**].

• “ Scorecard Calculation ” means the process of calculating Incentive Fees described in Sections 2.2 and 2.3 .

• “ Self-pay Patients ” are those Patients that present at the time of admission or service as having no Payor obligated to pay forany portion of the care for which such individual is presenting.

• “ Total Charges ” means, for any Measurement Period, the dollar value of total charged amounts posted for Patient servicesduring such Measurement Period.

• [**]

• [**]

• “ Total Weighted Value ” shall mean the sum of each of the Metric Values for all Metrics as of the end of such MeasurementPeriod.

• [**]


11.1-B-1- 3

• “ Upper Bound ” means, for each Metric, on a Book of Business specific basis, the upper bound value set forth in Table2.2(e) for such Metric. The Upper Bound for each Metric may be [**] as described in Section 3.1 .

• “ Weighting ” means the weight of each Metric, expressed as a percentage, that is set forth in Table 2.2(e) of Exhibit 11.1-B ,as specified for each Contract Year listed in such Table and as such weights may be adjusted by agreement of the Parties inaccordance with Section 3.1 .

2. Incentive Fees. IMH shall pay R1 any incentive fees earned for each Book of Business based on certain targetedperformance metrics related to the successful delivery of the in-scope Services, and the amount of such incentive fees shall bedetermined in accordance with this Section 2 (“ Incentive Fees ”).

2.1 Guiding Principles . R1 and IMH agree that the “Guiding Principles” set forth below, outline the Parties’ intent inestablishing the Scorecard Calculation and the Incentive Fees.

(a) The Parties intend that the performance measurement model reflect improvements in revenue cycle operations processeffectiveness over time.

(b) All calculations shall be based on the financial data as reported in IMH’s iSeries, GE Centricity, Cerner CPR Plus orHorizon patient accounting systems, or successor systems, as applicable, in the ordinary course of business.

(c) In the event one of the Parties requests that, due to an intervening change in the healthcare industry or other externalevent or factor unrelated to the performance of IMH’s revenue cycle operations, the Parties consider whether anyaspect of the measurement methodology outlined in this Section 2 should be revised (i.e., changes that would impactthe Lower Bound or changes to the Metrics or the Metric Values in the Measurement Period), either as a one-timeexception or as a going-forward amendment to this Exhibit 11.1-B , the Parties will meet to discuss such request ingood faith (it being understood that any such exception or amendment would require the mutual agreement of theParties). Such events could include, but are not limited to:

(i) Major increases or decreases to the number of sites operated by IMH;

(ii) Delayed implementation of agreed to contract rates between Payors and IMH;

(iii) Third party settlements;

(iv) Changes in accounting treatment;

(v) Changes in self-pay discounts, insured patient residual discounts, and charity policies or practices;


11.1-B-1- 4

(vi) Changes to payor relationship status (eg. Payors moving from in-network to out-of-network) as a direct resultof contracting decisions by IMH Payor Contracting.

Any adjustments to calculations under this Section 2.1(c) will take effect prospectively, and will not be retroactive.

(d) The Parties acknowledge and agree that the Guiding Principles are meant to be a statement of intent only and are notmeant to supersede, amend, waive or otherwise change the measurement methodology set forth in this Section 2 . Anyamendment, waiver, or change to the measurement methodology may only be made through a subsequent writtenagreement between the Parties.

2.2 Scorecard Calculations

(a) The Parties shall calculate separate Scorecard Calculations for each Book of Business at the end of each MeasurementPeriod and such calculations will be performed cumulatively throughout each Contract Year.

(b) The Scorecard Calculations for each Book of Business will be performed in the aggregate for all entities within eachsuch Book of Business and the impact of positive results at one facility/provider with respect to a given Metric can beoffset by negative results at a different facility/provider within that Book of Business.

(c) Subject to Section 3.1 , the Metrics, Weighting, and Upper Bounds will remain in effect for the duration of theServices Agreement. The calculation of Measurement Period Scores for each Metric in any Measurement Period willutilize the same definitions, data sources, and systems as were used in calculating the then-current Lower Bound forsuch Measurement Period. In the event that there is a change to source data or systems that impacts the Lower Boundor the Measurement Period Score for a Metric, then the Parties will discuss whether such Lower Bound, MeasurementPeriod Score or both should be recalculated. For those Metrics or any subcomponents of such Metrics that arecurrently delineated in IMH’s internal financial statements or operating reports, unless the Parties agree otherwise,during the Term, IMH will continue to calculate each Metric in the same manner that it calculated such Metricimmediately prior to the Commencement Date.

(d) In the event that after the Commencement Date, facilities are added or removed to/from the IMH Facilities, then suchIMH Facilities will be included/removed in the Scorecard Calculations beginning in the first full Contract Quarterfollowing the closing of such acquisitions or divestitures. If such acquisitions or divestitures, individually or through aseries of related transactions, result in a growth or reduction of [**], then the Parties agree to evaluate the Lowerand/or Upper Bounds to account for the new or removed facilities or providers, as the case may be. Any adjustmentsto calculations under this Section 2.2(d) will take effect upon mutual agreement, prospectively applied, and will notbe retroactive. The Lower and/or Upper Bounds


11.1-B-1- 5

shall be adjusted by agreement of the Parties based on [**]. IMH agrees to provide R1 the data reasonably required byR1 to perform the adjustments set forth in this Section 2.2(d) .

(e) The table below sets forth the Metrics, Weighting and Upper Bounds that the Parties agree will be used to perform theScorecard Calculations for each Measurement Period for [**]. The table also contains the Lower Bound for eachBook of Business that the Parties have agreed to for [**] as set forth in the table.

Table 2.2(e) “Metric Value Table”

Metric

Weighting for[**]

Weighting for[**]

IMH Facilities IMH Providers IMH Facilities IMH ProvidersLower Bound

for [**]Lower Bound for

[**]Upper Bound for

[**]Upper Bound for

[**]1 [**] [**] [**] [**] [**]2 [**] [**] [**] [**] [**]3 [**] [**] [**] [**] [**]4 [**] [**] [**] [**] [**]5 [**] [**] [**] [**] [**]

(f) Metric No. 1 . [**].

(g) Metric No. 2 . [**].

(h) Metric No. 3 . [**]

(i) Metric No. 4 . [**]

(j) Metric No. 5 . [**]

2.3 Incentive Fee Payments.

(a) At the end of each Measurement Period, IMH shall pay to R1 fees equal to the following calculation if it results in apositive amount: (x) the Total Weighted Value for each Book of Business for such Measurement Period multiplied bythe Risk Pool for such Book of Business for such Measurement Period; minus (y) any Incentive Fees previously paidby IMH for the same Contract Year. If such calculation results in zero or a negative amount prior to the last ContractQuarter in a Measurement Period, no payment shall be made by IMH to R1 and if such calculation results in anegative amount for the last Measurement Period of a Contract Year, then R1 shall provide to IMH a credit memothat IMH may use as a credit against future payments to R1.


11.1-B-1- 6

(b) For each Metric, the “ Metric Value ” for each Measurement Period shall be equal to the product of (x) theMeasurement Period Score for such Metric for such Measurement Period, multiplied by (y) the Weighting for suchMetric.

(c) In the event of any adjustments to the Lower and/or Upper Bounds that take effect during a Contract Year in progress,pursuant to Section 2.1(c) , Section 2.2(d) or Section 4.1 , the Parties will equitably perform the ScorecardCalculations for the Contract Year to take into account such changes.

2.4 Delivery of Scorecards and Quarterly Incentive Fee Invoices.

(a) Within [**] days following the last day of each month, IMH shall deliver to R1 a scorecard containing the ScorecardCalculations for the prior month.

(b) When the prior month is the last month of a Measurement Period, IMH shall deliver to R1 within [**] days followingthe end of the Measurement Period, a scorecard containing the Scorecard Calculations, including the Incentive Feesamount, for such Measurement Period; provided that if such Measurement Period occurs at the end of a ContractYear, then IMH shall deliver a preliminary scorecard by [**] and another scorecard within [**] days following theend of the Contract Year. If IMH has not delivered such scorecard within [**] days following the end of theMeasurement Period, then R1 may perform the Scorecard Calculations and deliver the related scorecard to IMH. Ifthe Party that receives the scorecard does not dispute the Scorecard Calculations within [**] days following deliveryof such scorecard to such Party (the “ Scorecard Review Period ”), then that Party will be deemed to have consentedto the Scorecard Calculations for purposes of invoicing and payment of the quarterly Incentive Fees only, providedthat if the Measurement Period occurs at the end of a Contract Year, then the Scorecard Review Period will becalculated from the date of delivery of the second scorecard and Section 2.4(c) will apply. Subject to Section 2.4(e) ,upon the conclusion of the Scorecard Review Period, R1 will issue an invoice for the Incentive Fees owed for theapplicable Measurement Period.

(c) When the Measurement Period occurs at the end of a Contract Year, then at the conclusion of the Scorecard ReviewPeriod and subject to Section 2.4(e) and Section 2.5 , R1 will issue an invoice for the Incentive Fees owed for theContract Year and the Scorecard Calculations and the amount of Incentive Fees shall be deemed to be final andbinding upon the Parties, and such Scorecard Calculations and Incentive Fees shall no longer be subject to anyadjustment or revision (including as a result of any audit or any newly discovered information or changes in data).

(d) IMH shall pay all invoices in full within [**] days following delivery of such invoice to IMH.

(e) In the event of a good faith dispute between the Parties regarding any quarterly scorecard, such payment dispute shallbe resolved in accordance with Section 11.6


11.1-B-1- 7

of the Services Agreement, as amended herein. Pursuant to Section 11.6 of the Services Agreement, R1 may issue aninvoice for any Incentive Fees owed for such Measurement Period based on Metric Values that are undisputed, if any,and IMH shall not withhold payment of such fees.

(f) Once the payment dispute has been resolved, R1 will issue an invoice for the Incentive Fees owed for theMeasurement Period, less any payments previously made by IMH for such Measurement Period. If the paymentdispute occurs following the end of a Contract Year, then upon resolution, the Scorecard Calculations, including anyadjustments agreed to by the Parties in connection with the dispute, shall be deemed to be final and binding upon theParties, and shall no longer be subject to any adjustment or revision.

2.5 Adjustments to Calculations for each Contract Year and True-Up Process.

(a) At the end of each Contract Year, the Parties will agree to adjustments to the [**] values and perform the ScorecardCalculations using such adjustments for [**]. The scorecard shall be delivered in accordance with the process set forthin Section 2.4(b) . Upon the conclusion of the Scorecard Review Period, R1 will issue an invoice for such ContractYear and IMH shall pay to R1 the Incentive Fees, if any, owed for such Contract Year; however, such ScorecardCalculations will not be deemed final with respect to the Actual Results reflected therein for [**].

(b) After [**] days but before [**] days after the end of each Contract Year, the Parties will re-run the ScorecardCalculations for the [**]. Upon the conclusion of the Scorecard Review Period for such Scorecard Calculations, suchScorecard Calculations and the amount of Incentive Fees shall be deemed final and binding upon the Parties withrespect to the Actual Results reflected therein for [**], and shall no longer be subject to any adjustment or revision. Ifthe fees paid to R1 for such Contract Year are greater than the actual Incentive Fees for such Contract Year, then R1will provide IMH with a credit for such difference on the next available invoice, whether such invoice is for the BaseFee or Incentive Fees. If the fees paid to R1 for such Contract Year are less than the actual Incentive Fees for suchContract Year, then R1 will invoice IMH for, and IMH will pay, such additional amount.

2.6 Process for Performing Calculations If Missing Data.

(a) In the event that all of the data required to complete a Scorecard Calculation is not available for any or all IMHFacilities or IMH Providers at the conclusion of a Contract Quarter, R1 shall bill IMH, and IMH shall pay IncentiveFees to R1, based on Scorecard Calculations using a Measurement Period Score of [**] for each Metric that lackssufficient data to determine the Measurement Period Score based on Actual Results in accordance with Section 2.2(the “ Temporary Incentive Fees ”).

(b) IMH agrees to use best efforts to include such missing data in a Scorecard Calculation as soon as possible. Once suchinformation becomes available, the Parties agree to


11.1-B-1- 8

recalculate the Scorecard Calculation using the actual data for the Measurement Period within [**] days of receipt ofthe information. If the Temporary Incentive Fees paid to R1 for the Measurement Period are greater than the actualIncentive Fees for such Measurement Period, then R1 will provide IMH with a credit for such difference on the nextquarterly invoice (or, if the Measurement Period includes the final Contract Quarter for the final Contract Year underthe Services Agreement, R1 will remit the difference to IMH). If the Temporary Incentive Fees paid to R1 for theMeasurement Period are less than the actual Incentive Fees for such Measurement Period, then R1 will bill IMH forsuch amount on the next quarterly invoice (or as part of a final invoice, if the Measurement Period includes the finalContract Quarter for the final Contract Year under the Services Agreement).

(c) IMH recognizes the importance to R1 of finalizing the Incentive Fees for accounting and public reporting purposes.Therefore, if the data required to complete a Scorecard Calculation remains unavailable for more than [**] the end ofa Contract Year, the Parties agree that the Temporary Incentive Fees amount relating to such Scorecard Calculationshall be deemed final and binding upon the Parties, and shall no longer be subject to any adjustment or revision(including as a result of any audit or any newly discovered information or changes in data).

3. Review of Performance and Measurement.

3.1 Review . Starting with the Contract Year beginning on [**], the Parties agree to meet every to review the performance ofIMH’s revenue cycle operations and to discuss the potential for amending the Scorecard Calculations set forth in Section 2.2of this Exhibit 11.1-B to create other incentives for improvement. With respect to the Scorecard Calculations, beginning [**]and every [**] thereafter the Parties will have the opportunity to: (a) add new Metrics, provided that the ScorecardCalculations shall not use more than [**] Metrics at any time; (b) [**]; and (c) [**]. The Parties further agree that any suchamendments to the Scorecard Calculation and Incentive Fees shall be completed in the first quarter of the Contract Year andshall apply to the Scorecard Calculations for that Contract Year. Changes to Scorecard Calculations shall not be applied to acompleted Contract Year. In the event that the Parties do not agree on changes to the Scorecard Calculation within [**] afterthe end of a Contract Year, the then-current Metrics, Weighting and Upper Bounds will remain in place for such ContractYear.

4. [**] .

4.1 Meaningful Improvements . R1 acknowledges that IMH is working collaboratively with [**] to [**]. The Parties’ intent isthat if the efficiency of such functionality is materially improved, then there should be a [**] for the IMH Facilities Book ofBusiness. The Parties shall mutually agree as to what level of efficiency needs to be achieved [**] and make suchdetermination no later than [**].


11.1-B-1- 9

During each Review of Performance and Measurement, as provided in Section 3 above, the Parties will discuss in good faithas to whether the efficiency has been achieved and if so, will [**].

5. IMH Provider Book of Business.

5.1 Home Health Business . R1 and IMH acknowledge and agree that post-acute care operations, including home health, skillednursing and hospice care, (collectively “ IMH Home Health ”) are a distinct business unit within the IMH Providers Book ofBusiness. Accordingly, the Parties will work together in good faith during [**], to establish IMH Home Health as a separateBook of Business with a separate Incentive Fee from the IMH Providers Book of Business and the IMH Providers IncentiveFee. If the Parties are not able to agree to the Metrics, Weighting, and Upper and Lower Bounds for a separate IMH HomeHealth Book of Business by [**], then either Party may submit the matter for resolution by the Joint Review Board. Anydetermination by the Parties to separate IMH Home Health into a separate Book of Business that occurs prior to the last dayof [**] or any later Contract Year shall be effective as of such Contract Year. If the Parties have not reached agreement bythe end of the [**], then the separation of IMH Home Health into a separate Book of Business shall be effective in theContract Year after the Contract Year in which the Parties mutually agreed to separate Metrics, Weighting and Upper andLower Bounds for an IMH Home Health Book of Business.

6. Windfall Situations

6.1 In the event that IMH’s IT Environment experiences any outage or other support issue that materially affects the Actual Resultor Balanced Score for any Metric (“ IMH Support Issue ”), the Parties shall promptly work to resolve the IMH Support Issue. Untilsuch time that the IMH Support Issue is resolved or a reasonable work around is implemented that eliminates the practical adverseeffect of the IMH Support Issue on IMH and R1, the impacted Actual Result or Balanced Score for any such Metric will becalculated as if the IMH Support Issue did not occur, and IMH will pay Incentive Fees to R1 according to the revised calculations ifpayment is due based on the revised score.


11.1-B-1- 10

Exhibit 11.1-B-1

Lower Bound Reset Calculation

Definitions :

• “ Metric Reset Percentage ” means, for any Metric, the percentage set forth in the table below for such Metric.

No. Metric Reset Percentage1 [**] [**]

2 [**] [**]

3 [**] [**]

4 [**] [**]

5 [**] [**]

Reset Methodology :

The Lower Bound for each Metric shall be adjusted [**] , starting with the Lower Bound in effect for [**] , as follows:

1. If the Metric’s Capped Score for [**] is equal to [**] , then the Lower Bound shall not be adjusted.

2. If the Metric’s Capped Score for [**] is equal to [**] , then the Parties will discuss whether to adjust the Lower Boundand the Upper Bound, in accordance with Section 3.1 of Exhibit 11.1-B. The Parties intend that any adjustment of theLower Bound of the Metric will be accompanied by an adjustment to the Upper Bound for the same Metric.

3. In the event that the Metric’s Capped Score for [**] is equal to [**] , then the Lower Bound for any such Metric shallbe adjusted using [**] as the adjustment basis year [**] .

The Lower Bound shall be adjusted so that it is equal to the quotient of:

a. the sum of:

i. the Actual Result for such Metric in [**] , plus


11.1-B-1- 11

ii. the product of (x) the Metric Reset Percentage for such Metric, multiplied by (y) the Upper Bound forsuch Metric in [**], less

iii. the product of: (x) the Upper Bound for such Metric in [**], multiplied by (y) the Balanced Score forsuch Metric in [**],

divided by

b. the sum of: (i) one, plus (ii) the Metric Reset Percentage for such Metric, less (iii) the Balanced Score for suchMetric in [**].

4. In the event that: (A) the Metric’s Capped Score for [**], then the Lower Bound for any such Metric shall be adjustedusing [**] as the adjustment basis year [**].

The Lower Bound shall be adjusted so that it is equal to the quotient of:

a. the sum of:

i. the Actual Result for such Metric in the [**] Year, plus

ii. the product of (x) the Metric Reset Percentage for such Metric, multiplied by (y) the Upper Bound forsuch Metric for the [**] Year, less

iii. the product of: (x) the Upper Bound for such Metric for the [**] Year, multiplied by (y) the BalancedScore for such Metric in the [**] Year,

divided by

b. the sum of: (i) one, plus (ii) the Metric Reset Percentage for such Metric, less (iii) the Balanced Score for suchMetric in the [**] Year.

5. Any such adjustments to the Lower Bound of any Metric shall be applied in the first quarter of the Contract Year andwill take effect prospectively.


11.1-B-1- 12

Execution Copy


between


and

R1 RCM Inc.

EXHIBIT 11.1-C

PAYMENT TERMS

Exhibit 11.1-C Payment Terms

1. Base Fees .

1.1 Base Fee Invoicing. The Base Fee will be invoiced [**] and paid [**]. R1 shall provide IMH with a properly stated invoicefor the Base Fee [**] days before the [**] in which the Services applicable to IMH are to be provided. The [**]payment ofthe applicable portion of the properly stated invoice for Base Fee will be due on the [**] day of the applicable [**] and shallbe made by wire transfer, or other mutually acceptable means.

The properly stated Base Fee invoice shall [**] any earned Service Level Credits as described in Exhibit 3.6 .

2. Incentive Fees for Services.

2.1 Incentive Fee Invoicing. Invoicing for Incentive Fees will be performed in the manner set forth in Exhibit 11.1-B . Paymentfor such properly stated invoices shall be made by wire transfer, or other mutually acceptable means, within [**] days afterreceipt of such invoice.

3. Miscellaneous.

3.1 Any disputes involving Base Fees or Incentive Fees shall be addressed in the manner set forth in Section 11 of the ServicesAgreement.

3.2 All other charges, fees, reimbursements, and other amounts due or owing pursuant to this Agreement shall be paid by IMHby wire transfer or other mutually acceptable means, within [**] days after receipt of R1’s properly stated invoice withrespect thereto.


11.1-C- 1


between


and

R1 RCM Inc.

EXHIBIT 13.2

OUTSOURCING TO OFF-SHORE RESOURCES


Exhibit 13.2 Outsourcing to Off-Shore Resources

In accordance with Section 13.2 of the Services Agreement, R1 may provide the following Services from its shared servicescenters located in India:

• [**];

• [**];

• [**];

• [**];

• [**];

• [**];

• [**];

• [**];

• [**];

• [**];

• [**].

Approved shared services centers locations/facilities :

• Noida Shared Services Center: Building 3 and Building 9 Situated at IT/ITeS Sez, Sector 135 Noida, India

• Gurgeon Shared Services Center: Building 2, Tower A Situated at IT/ITeS Sez, Sector 21, Dundahera, Gurgaon, Haryana, India

• Hyderabad Shared Services Center: NSL SEZ Arena, Survey No-1, Plot No. 6, Ramanthapur Road, Uppal, Gaddi, annaram, Hyderabad, Telangana 500039, India

• Tikri Shared Services Center: Candor Gurgaon One Reality Projects Private Limited IT/ITES, SEZ 2 nd , 3 rd and 4 th floor, Building No. 1 Village Tikri, Sector 48, Gurugram 122001


Exhibit 13.2- 1

Exhibit 13.2-1 Outsourcing to Off-Shore Resources [**]

In the event that R1 decides to shift the delivery of an approved Service to one of the shared service centers located in India or anyother approved shared service center located outside of the continental United States, R1 will [**].

In harmony with the transition to the off-shore shared service center, R1 will update the Transition Work Plan (Exhibit 4.1) toinclude detailed milestones, tasks, and timelines for the related Service that will be moving to the off-shore service center. Thetransition of the related Service will be done in harmony with all provisions in Section IV of the Services Agreement.


Exhibit 13.2-1- 1

Execution Copy


between


and

R1 RCM Inc.

EXHIBIT 14.1

THIRD PARTY AGREEMENTS

Exhibit 14.1 Third Party Agreements

The table below will list all of the Third Party Agreements to be managed by or assigned to R1 RCM. This form may bemodified to include additional information about the Third Party Agreements, as necessary.

Vendor Service Type Termination Date Scope/ Standard andFinancial/Operational Responsibility (ToBe Determined by the Parties)

Exhibit 14.1- 1

Execution Copy


between


and

R1 RCM Inc.

EXHIBIT 16.1

RECOVERY ENVIRONMENT AND CONTINUITY OF BUSINESS REQUIREMENTS

Exhibit 16.1 Recovery Environment and Continuity of Business Requirements

Intermountain Healthcare desires to have uninterrupted access to the R1 Access technology in the event R1 enters bankruptcyprotection and is no longer operating its business as a going concern, or otherwise abruptly ceases to operate its business, asspecified in Section 16 of the Services Agreement. To provide that access, R1 will:

• Implement a sufficiently dedicated production environment for IMH that complies with the Malware and Security Agreementand provides segmentation of the IMH specific components to facilitate the creation of an independent, recoverable backupof the IMH production environment.

• Execute scheduled, dedicated backups specifically for IMH’s production environment.• Contract with a 3 rd party offsite backup storage vendor to hold the IMH production environment backup and make the

backup available to IMH directly if and when a triggering event occurs (i.e., R1 enters bankruptcy protection and is no longeroperating its business as a going concern, or otherwise abruptly ceases to operate its business).

• [**] test the ability to restore individual servers from these backups.• At IMH’s discretion, execute [**] Q1 joint test of the Recovery environment.

R1 will provide the following dedicated production environment to support IMH (see definitions below for server type descriptions):• Separate directories will be used to receive IMH data on the [**] server.• Databases on separate logical portions of the storage area network (SAN) will be dedicated to IMH for use in the [**]

servers.• [**] servers will support user and partner interaction with each request logically separated from all other requests passing

through the server. These requests will not be stored on the server and will not survive a reboot.

The scheduled backups of the dedicated production environment will be executed in the following cycle:• Execute [**] system level backups for the [**] servers providing service to IMH. These backups will (a) capture the

configuration of each server and the services running on it and (b) allow a server to be restored to an empty “bare metal”server.

• Execute [**] database server backups for the TRAN and CARE servers providing service to IMH. These backups willcapture (a) the configuration of the server and the services running on it, (b) the database including its configuration andstored procedures stored in it, and (c) the data in the database.

• Execute [**] backups of the databases on the [**] servers providing service to IMH. These backups will capture the currentdata in the database on the server.

The IMH backups will be written on dedicated sets of encrypted backup and, as noted above, [**]:• [**]• [**]• R1 will notify IMH when changes are made in the technology used to back up the dedicated production environment.


Exhibit 16.1- 1

Independent of the joint [**] test, R1 will [**] restore each of the server types from encrypted backup to demonstrate that the aboveprocess is reliable in providing the ability to restore from the backups. [**]. R1 will include this testing as part of its first fiscalquarter data center review process and will make the results of this testing available to IMH.

IMH and R1 will jointly document the procedures required to restore the Recovery Environment onto IMH’s owned or controlledhardware (i.e., at a non-R1 location). IMH and R1 will review the recovery procedures [**] and, at IMH’s discretion, execute a jointtest in the [**] of each [**] with the following parameters:

• The test will consist of a pre-defined set of scripts created to validate key components of the application.• The test will simulate interactions with third party providers rather than create live connections. Detailed instructions will be

created to implement live connections when required.• The test duration will be limited to [**] days.• IMH will maintain physical control over any back up media.• IMH will maintain access logs to the physical space, as well as to the information.• After the restoration is completed, IMH will dispose of or destroy the information and data in a secure manner consistent

with the data destruction requirements in the Malware and Security Agreement between the Parties.• IMH agrees to be responsible for the protection and security of R1’s proprietary information and intellectual property, and as

such, will indemnify R1, without limitation, from and against any claims, losses, damages and costs that result from anyinappropriate disclosure, loss or misappropriation of the data and materials that are provided to IMH in connection with anyperiodic restoration that occurs in any non-R1 location. In addition, IMH will be responsible for the incremental costsassociated with performing the restoration at any such non-R1 location.

Definitions:• [**]• [**]• [**]• [**]• [**]• [**]


Exhibit 16.1- 2

Execution Copy


between


and

R1 RCM Inc.

EXHIBIT 17.4

ACCESS AND CONFIDENTIALITY AGREEMENT

Exhibit 17.4 Access and Confidentiality Agreement

INTERMOUNTAIN HEALTHCARE ACCESS AND CONFIDENTIALITY AGREEMENT

Section 1. – Purpose and Definition

1.1 Purpose of this Agreement. Federal and state laws, as well as Intermountain’s policies, protect Confidential Information,assure that it remains confidential, and permit it to be used for appropriate purposes. Those laws and policies assure thatConfidential Information, which is sensitive and valuable, remains confidential. They also permit you to use ConfidentialInformation only as necessary to accomplish legitimate and approved purposes. You need access to Confidential Informationbecause you have one of the following roles:

A. An Intermountain Workforce member, which includes volunteers (a ‘Workforce Member”): or

B. An Intermountain-affiliated Provider, an Intermountain-credentialed Provider, or a Provider’s employee (a“Provider”) ;or

C. A vendor or agent of IHC Health Services, Inc., or a Vendor’s or Agent’s employee or subcontractor (a “Vendor’’ or“Agent”).

1.2 Definition. “Confidential Information” means data proprietary to Intermountain, other companies, or other persons, plus anyother information that is private and sensitive and which Intermountain has a duty to protect. You may learn or accessConfidential Information through oral communications, paper documents, computer systems, or through your activities at orwith Intermountain. Examples of Confidential Information include the following information that is maintained by, orobtained from, Intermountain:

A. An individual’s demographic, employment, or health information;

B. Peer-review information;

C. Intermountain’s business information, (e.g., financial and statistical records, strategic plans, internal reports, memos,contracts, peer review information, communications, proprietary computer programs, source code, proprietarytechnology, etc.); and

D. Intermountain’s or a Third-party’s information (e.g., computer programs, client and vendor proprietary information,source code, proprietary technology, etc.).

Section 2. - Your Duties Under This Agreement

2.1 Compliance. To qualify to access or use Confidential Information, you will comply with the laws and Intermountain policiesgoverning Confidential Information.

Exhibit 17.4- 1

2.2 Principal Duties. Your principal duties regarding Confidential Information include, but are not limited to, the following:

A. Safeguard the privacy and security of Confidential Information;

B. Use Confidential Information only as needed to perform your legitimate and Intermountain-approved responsibilities.This means, among other things, that you will not:

(1) Access Confidential Information for which you have no legitimate need to know;

(2) Divulge, copy, release, sell, loan, revise, alter, or destroy any Confidential Information except as properlyauthorized within the scope of your legitimate and Intermountain-approved responsibilities; or

(3) Misuse Confidential Information;

C. Safeguard, and not disclose, your access code or any other authorization that allows you to access ConfidentialInformation. This means, among other things, that you will:

(1) Accept responsibility for all activities undertaken using your access code and other authorization; and

(2) Report any suspicion or knowledge that you have that your access code, authorization, or any ConfidentialInformation has been misused or disclosed without Intermountain’s permission(Report this suspicion orknowledge to the Intermountain Compliance Hotline at 1-800-442-4845, or, if you are a member ofIntermountain’s Workforce, to your supervisor or facility compliance coordinator.);

D. Not remove Confidential Information from an Intermountain facility unless necessary for your legitimate andIntermountain-approved responsibilities (If removal of Confidential Information from an Intermountain facility isnecessary, you will use reasonable and appropriate physical and technical safeguards-such as encrypting electronicConfidential Information.);

E. Report activities by any Individual or entity that you suspect may compromise the confidentiality of ConfidentialInformation (To the extent permitted by law, Intermountain will hold in confidence reports that are made in good faithabout suspect activities, as well as the names of the individuals reporting the activities.):

F. Not use or share Confidential Information after termination of your role triggering the requirement to sign thisAgreement (For example, if you are a Workforce Member, when you leave Intermountain’s employment; if you are aProvider, when you lose your privileges at an Intermountain facility or your privileges to access Confidential

Exhibit 17.4- 2

Information; and if you are a Vendor or Agent, when you finish your assignment or project with Intermountain orwhen your company stops doing business with Intermountain, whichever is first.); and

G. Claim no right or ownership interest in any Confidential Information referred to in this Agreement.

Section 3. Section 3.0 - Violation of Duty - Change of Status

3.1 Responsibility. You are responsible for your noncompliance with this Agreement.

3.2 Discipline. If you violate any provision of this Agreement, you will be subject to discipline, including but not limited to, thefollowing:

A. If you are a Workforce Member, to dismissal as a member of Intermountain’s Workforce, loss of employment withIntermountain, termination of your ability to access Confidential Information, and legal liability;

B. If you are a Provider, a Vendor, or an Agent, to discipline, including revocation of your ability to access or useConfidential Information, and legal liability.

3.3 Relief. Any violation by you of any provision of this Agreement will cause irreparable injury to Intermountain that would notbe adequately compensable in monetary damages alone or through other legal remedies, and will entitle Intermountain to thefollowing:

A. If you are a Workforce Member, or an Vendor or Agent, to preliminary and permanent injunctive relief, a temporaryrestraining order, and other equitable relief in addition to damages and other legal remedies; or

B. If you are a Provider, to a court order prohibiting your use of Confidential Information except as permitted by thisAgreement, and Intermountain may also seek other remedies: and

3.4 Authority. Intermountain may terminate your access to Confidential Information if your status as a Workforce Member,Provider, Vendor, or Agent changes, if Intermountain determines that to be in the best interests of Intermountain’s mission,or if you violate any provision of this Agreement.

Section 4. - Continuing Obligations . Your obligations under this Agreement continue after termination of your status as a WorkforceMember, Provider, Vendor, or Agent.

Printed Name:

Signature: Date:

Exhibit 17.4- 3

Execution Copy


between


and

R1 RCM Inc.

EXHIBIT 18.8

ADDITIONAL COMPLIANCE OBLIGATIONS

Exhibit 18.8

Additional Compliance Obligations

1. Selection of Legal Counsel . For avoidance of doubt, the selection of legal counsel, whether internal or external, to representa Party in connection with the Services shall be made by such Party in its sole discretion.

2. IMH Compliance Policies and Procedures . Subject to Section 18.7(b) of this Agreement, R1 and R1 Contractors shallcomply with IMH policies and procedures relating to revenue cycle operations.

3. Compliance Training Materials . Without limiting Section 18.9 of the Services Agreement, the R1 Compliance Officer shallkeep the IMH Compliance Officer informed of all material changes to R1 compliance training materials which are used totrain R1 or IMH personnel in relation to Services provided under the Agreement.

4. Communications . The Parties agree that their respective communications departments will need to be coordinated and workin concert in order to provide for the efficient delivery of the Services. Accordingly, each Party shall direct their respectivecommunications’ departments and personnel to keep their counterparts at the other Party informed of and workcollaboratively on all material form communications to patients, payers or regulators related to the Services.

5. Authority of Intermountain Healthcare . Nothing in this Agreement shall be interpreted to restrict the rights or responsibilitiesof the governing body, medical staff, or the appointed administrator(s) of any IMH Facility or IMH Provider to exercise anyauthority or conduct any oversight required by Medicare conditions of participation, conditions of coverage, or otherapplicable laws or regulations.

6. IMH Budgets, Expenditures and Property . IMH retains final approval authority and control over IMH’s annual budgets,capital expenditures, or disposition of IMH property.

7. IMH 501(c)(3) Obligations . The Parties expressly acknowledge that in furtherance of its charitable mission IMH hasimplemented charity care, billing and collection policies, procedures and guidelines (the “ IMH Charity Care and FinancialAssistance Policies ”). Such policies may apply to both insured and uninsured patients and may require discounts to be givento both patients in financial need and those who are not. R1 agrees to abide by the IMH Charity Care and FinancialAssistance Policies or any amendment, replacements or additions thereto. The Parties further agree that IMH will promptlynotify R1 of any such amendments, replacements or additions to said policies. The Parties additionally agree that there willbe no targeting of uninsured patients in the course of implementing charge master and pricing initiatives. The Partiesacknowledge that IMH is exempt from federal tax under Section 501(c)(3) of the Internal Revenue Code and thatnotwithstanding any other provision of this Services Agreement, IMH shall not be required to take any action or perform in amanner which jeopardizes its tax-exempt status, including IMH’s compliance with IRS

Exhibit 18.8- 1

Section 501(r). R1 may raise any issues or proposed changes with the IMH Charity Care and Financial Assistance Policies toIMH via the Operations Oversight Council for IMH’s consideration in good faith, but the final determination regarding anysuch policies and procedures shall be made by IMH in its discretion.

Exhibit 18.8- 2

Execution Copy


between


and

R1 RCM Inc.

EXHIBIT 18.9

ELEMENTS FOR [**] COMPLIANCE REPORT


Exhibit 18.9 Elements for [**] Compliance Report

A. Purpose

Pursuant to Section 18.9(b) of the Amended and Restated Services Agreement (“Agreement”), R1’s Compliance Officer (ExecutiveVice President, Compliance & Risk) will provide information regarding R1’s Compliance Program that relates to the Services orR1’s obligations under the Agreement, as requested by Intermountain’s Vice President, Business and Ethical Conduct (“VP-BEC”),regarding the scope and effectiveness of R1’s Compliance Program. R1 shall deliver this information within [**] days after each [**]of the Effective Date (or as otherwise agreed to by the Parties) and will include an [**] compliance report to the VP-BEC as furtherset forth below in section B.

B. R1 Representations

R1’s Compliance Officer will provide information about R1’s Compliance Program, including the following representations:• Each of the activities described below have been initiated and/or completed for the applicable time period.• R1 maintains evidence to support the accomplishment of the activities included within this attestation.• Significant compliance matters have been disclosed to the VP-BEC and/or his/her designee.

The [**] Compliance Report Attestation shall include the following information and supporting detail:

1. High Level Oversight

1.1 Dedicated Compliance Officer1.2 R1’s Compliance Officer will report to R1’s Board of Directors and/or any designated R1 committees or

designees responsible for oversight of the Compliance Program, no less than [**] times [**].

2. Risk Assessment

2.1 [**] risk assessment2.2 Compliance work plan

3. Policies and Procedures

R1, through development by, oversight of, and/or monitoring led by its Compliance & Risk Department, has established andmaintained policies and procedures in the following areas:

3.1 General Compliance Policy3.2 Standards of Conduct3.3 Criminal background testing


Exhibit 18.9- 1

3.4 Excluded individuals/entities testing3.5 Disciplinary sanctions for compliance violations3.6 Reporting compliance issues3.7 Investigation response3.8 Conflicts of Interest3.9 Coding and Billing procedures/guidelines3.10 HIPAA/Privacy3.11 HIPAA Security

4. Training and Education

Under leadership by and management of R1’s Compliance & Risk Department, the company has established and maintainedthe following processes for compliance training and education:

4.1 [**] compliance training for all workforce members (employees, contractors)4.2 Compliance onboarding training for all new workforce members4.3 Written attestation of [**] review of Code of Conduct, Whistleblower & Anti-Retaliation Policy4.4 Focused compliance training for coding, billing and registration/admissions workforce members4.5 Periodic compliance updates to all employees (e.g., online R1 Forum articles, e-mail communications)

5. Open Lines of Communication

5.1 Anonymous compliance hotline5.2 Compliance log/tracker of issues5.3 Prompt response to compliance reports

6. Auditing and Monitoring

6.1 Third-party coding and billing audits6.2 Internal audits based on risks identified in compliance/compliance audit work plans

7. Response to Detected Deficiencies

7.1 Action plan development and completion7.2 Timely response to action plans

8. Enforcement of Disciplinary Standards

8.1 Consistent discipline in response to violations of compliance policies8.2 [**] review of excluded provider associates and contractors8.3 Prompt response/corrective action in response to excluded provider testing


Exhibit 18.9- 2

Execution Copy


between


and

R1 RCM Inc.

EXHIBIT 19.2

[**] REPORTS AND DATA SETS


Confidential Draft for Discussion Purposes Only

Exhibit 19.2 [**] Reports and Data Sets

1. Definitions

• “ Revenue Integrity Collected Accounts ” has the meaning given in Section 3.6(a) of this Exhibit 19.2.

2. General. In accordance with Section 19.2 of the Services Agreement, R1 shall provide the following Reports and Data Setson a [**] basis by no later than [**] days following the end of each [**], unless another deadline is explicitly specified withinthis Exhibit 19.2; provided that if problems with IMH’s IT Environment cause any delay in creating or providing Reports andData Sets, then R1 will not be responsible for the delay in timely delivery of Reports and Data Sets but R1 must work in goodfaith with IMH and any applicable third party vendors or licensors to resolve those problems and overcome the delay.

3. Dependent Standard Report Set

3.1 Summary .

(a) Key Performance Indicators (“ KPIs ”) – R1 will provide all of the standard core operating metrics included in R1’sanalytics platform on a [**] basis, as well as upon request. The standard core operating metrics will be provided forindividual IMH Facilities and IMH Providers as well as at a consolidated levels for IMH Facilities, IMH Providers,and IMH. IMH shall also have the right to request other key performance indicators not included in R1’s standardcore operating metrics, and R1 will provide reasonable efforts to fulfill such request. Should R1 determine in goodfaith that such performance data cannot reasonably be provided or validated, or would be overly burdensome toprovide or validate, the request will be referred to the Executive Council. The Executive Council will discuss possibleapproaches to providing the data, and determine whether and from where it will be obtained.

(b) Any documentation required to support and comply with “ Exhibit 3.6 – Service Levels” of the Services Agreement.

(c) Any documentation or KPIs required to support and comply with Exhibit 11.1-A – Base Fee for Services” and “Exhibit 11.1-B – Incentive Fees” of the Services Agreement.

3.2 Registration .

(a) [**] for each step of the registration process as currently agreed upon and calculated by the Parties.

3.3. Self- pay and Uncompensated Care .


Exhibit 19.2- 1


(a) Patient Totals – This report will provide metrics for all patients, broken out by patient type, who present as uninsuredor self-pay during the period being measured. The metrics will be [**] during the period.

(b) Pending Conversion [**] – This report will detail the period end [**] who, as a result of the screening processes havebeen identified as potentially able to be converted to a paying solution.

3.4 Patient Accounts Receivable - The total dollar amount of open accounts receivable from patients at the reporting date.

3.5 Payor Accounts Receivable.

(a) The total dollar amount of open accounts receivable from third party payors at the reporting date. The total dollaramount will be stratified by payor. The Payor Accounts Receivable report will also provide the aggregate amount of[**] at the reporting date.

(b) Accounts Receivable [**]. This report will display the amount of patient accounts receivable at period end expressedin terms of [**], for self-pay as well as each third party payer.

(c) [**] by Payor – This report will display the dollar amount of [**] by each third party payor at period end. To theextent reasonably available in IMH workflow and reporting tools, a breakdown of dollar amounts by hold reason andaging will also be included.

(d) [**] Summary – This report will display by each third party payor the net dollar amount [**], and the net dollaramount of [**] during the prior rolling [**] months, as well as for all active accounts receivables.

3.6 Revenue Integrity Reports . On a [**] basis, Rl will deliver to IMH the following reports with respect to the RevenueIntegrity Services:

(a) a scorecard containing details on: [**]; and (iv) ideas for future projects.

(b) a summary report of past, present and expected future projects and the status of such projects; and

(c) a list of open issues, if any, or other items requiring discussion between the Parties.

3.7 Other Reports. The Parties understand that the reports listed above are not all inclusive and R1 agrees to use reasonableefforts to provide to IMH such other reports as IMH reasonably requests. If R1 determines in good faith that any suchadditional reports cannot be provided or validated using reasonable efforts, then R1 may refer such request to the OperationsOversight Council to propose possible alternatives for producing the data


Exhibit 19.2- 2


requested by IMH. The Operations Oversight Council also will provide guidance to R1 on where to obtain the data for anynew reports.


Exhibit 19.2- 3

Execution Copy


between


and

R1 RCM Inc.

EXHIBIT 23.8

DISENGAGEMENT SERVICES


Exhibit 23.8 Disengagement Services

1. Definitions.

• “ Continued Services ” means the portion of the Services under this Services Agreement that IMH requests to have continuedduring the Disengagement Period.

• “ Disengagement Period ” has the meaning set forth in Section 2.1(a) .

• “ Disengagement Plan ” has the meaning set forth in Section 2.2(a) .

• “ Disengagement Services ” has the meaning set forth in Exhibit 1.1 ; for the avoidance of doubt, Disengagement Servicesexclude the Continued Services, but include any other services or assistance under this Exhibit.

• “ Equipment ” has the meaning set forth in Section 2.2(e) .

2. Disengagement Services

2.1 Availability. As part of the Services and subject to payment of fees substantively similar to the Charges, including as setforth in Sections 2.2(b) and 2.3 below or pursuant to any applicable Exhibit or Work Order, R1 shall provide to IMH and itsdesignee(s) the Continued Services described in Section 2.2 below and any Disengagement Services requested by IMHpursuant to the terms of this Exhibit.

(a) Period of Provision. R1 shall provide Continued Services and Disengagement Services to IMH, commencing uponthe effective date of a request for Continued Services and Disengagement Services, and, at IMH’s request, continuingfor up to twelve (12) months following the effective date of the termination of the Services, or, if applicable, theexpiration or termination of the Term of the Services Agreement (the “ Disengagement Period ”). Portions of theContinued Services could cease at different times during the Disengagement Period if and as requested by IMH.

(b) Firm Commitment . R1 shall provide any Continued Services and Disengagement Services regardless of the reasonfor termination of the Services or expiration or termination of the Services Agreement; provided, that if this ServicesAgreement is terminated by R1 under Section 23.3(a) of the Services Agreement for failure to pay undisputedamounts, R1 may require payment in advance at the beginning of each month for Disengagement Services to beprovided or performed under this Exhibit 23.8 . Such advance payments shall be based on a reasonable estimateprovided by R1 at least [**] days in advance of such month with any additional Charges or credits to be reflected onthe next invoice. In addition, if this Agreement is terminated by R1 under Section 23.3(a) for breach of R1’sConfidential Information or misuse of R1 Intellectual Property, then R1 may require that IMH provide reasonableassurance


Exhibit 23.8- 1


of protection of R1’s Confidential Information or R1 Intellectual Property as applicable.

(c) Performance . All Continued Services and Disengagement Services shall be provided subject to and in accordancewith the terms and conditions of this Agreement. Without limiting the foregoing, R1 shall perform the ContinuedServices with the same degree of accuracy, quality, and timeliness as it provided with respect to the same or similarServices during the Term, including compliance with the Service Levels and subject to Exhibit 3.6 and Service LevelCredits (if applicable). R1 personnel reasonably considered by IMH and R1 to be critical to the performance of theContinued Services and Disengagement Services shall be listed in the applicable Disengagement Plan and retained onthe IMH account, unless reassignment is necessary for the retention of the employee by R1, as reasonably determinedby R1 with notice to IMH (but reassignment will not excuse performance of the Continued Services orDisengagement Services as contemplated by this Exhibit). Subject to the foregoing, assignment of personnel shall beconsistent with the periods set forth in the Disengagement Plan.

2.2 Scope of Continued Services and Disengagement Services. At IMH’s request, the Continued Services and DisengagementServices provided by R1 shall include the services, functions and responsibilities described below (in addition to anyDisengagement Services described in the Disengagement Plan or in any particular Work Order under the ServicesAgreement).

(a) General Support . To the extent requested by IMH, R1 shall (i) use commercially reasonable efforts to assist IMH indeveloping a written disengagement plan (“ Disengagement Plan ”) to effect the disengagement, (ii) performprogramming and consulting services to assist in implementing the Disengagement Plan, (iii) train personneldesignated by IMH in the use of any business processes, work instructions and work procedures, any Equipment,materials or tools, and, subject to Section 2.2(g) , third party software or systems used in connection with theperformance of the Continued Services, (iv) assist in the execution of a parallel operation, data migration and testingprocess until the successful completion of the transition or the end of the Disengagement Period, whichever is sooner,(v) create and provide copies of the Intermountain RCO Data stored or controlled by R1 in the format and on themedia reasonably requested by IMH, (vi) provide a complete and up-to-date, electronic copy of R1’s SOPs forrevenue cycle operations for the IMH Facilities and the IMH Providers and applicable business processes, workinstructions and work procedures, subject to protection of R1’s Intellectual Property, including trade secrets andbusiness processes, consistent with the Services Agreement (e.g., Section IX and XV), and (vii) provide othertechnical assistance requested by IMH that is reasonably related to the disengagement with respect to the ContinuedServices and transition to a substitute solution.


Exhibit 23.8- 2


(b) Continuation of the Continued Services . At and to the extent requested by IMH, R1 shall continue providing toIMH the Continued Services after their anticipated termination or the date of expiration or termination of the ServicesAgreement. R1 shall provide any such Continued Services subject to and in accordance with the terms and conditionsof this Services Agreement and IMH shall pay R1 the Charges specified in the Services Agreement that IMH wouldhave been obligated to pay R1 for such Continued Services if the Agreement had not yet expired or been terminatedor had the Continued Services not been terminated. To the extent IMH requests a portion of the Services included in aparticular Charge, the amount to be paid by IMH will be equitably reduced to reflect the portion of the ContinuedServices included in such Charge that R1 will not be providing or performing.

(c) Hiring . IMH shall be permitted to solicit during the provision of the Continued Services, but not hire, R1 employeesassigned to the performance of Continued Services or Disengagement Services, during the Disengagement Period. Atthe conclusion of the Disengagement Period, R1 shall waive its rights, if any, under contracts with such personnelrestricting the ability of such personnel to be recruited or hired by IMH (and IMH may solicit and hire themnotwithstanding Section 24.4 of the Services Agreement). R1 shall provide IMH with reasonable assistance in itsefforts to hire such R1 personnel, and shall give IMH reasonable access to such R1 personnel for interviews,evaluations and recruitment. IMH shall endeavor to conduct the above-described hiring activity in a manner that is notunnecessarily disruptive of the performance by R1 of its obligations under this Services Agreement.

(d) Software . As provided in Section 15.3 of the Services Agreement and subject to payment of the Charges (orsubstantively similar fees) during the term of the Disengagement Services, R1 shall continue to provide and license toIMH the R1 Technology and the Software and Services License. The Software and Services License will terminate atthe end of the Disengagement Period and IMH shall cease all use of the R1 Technology in accordance with Section15.3 of the Services Agreement. Any license to the R1 Technology following the term of the Disengagement Serviceswould be documented by the Parties in a separate agreement.

(e) Equipment . Except as otherwise agreed by the Parties, IMH shall have the right (but not the obligation) to purchaseat [**], or assume the lease for, any equipment located in the Utah Center of Excellence owned or leased by R1 that isused by R1 exclusively to perform the Continued Services (“ Equipment ”). In the case of R1-owned Equipment, atthe time of such purchase, R1 will grant to IMH, a warranty of title and a warranty that such Equipment is free andclear of all liens and encumbrances.

(f) IMH Facilities, Equipment and Software . To the extent that the Services requiring any IMH Facilities, equipment,materials and software are no longer being provided by R1, then R1 shall vacate the IMH Facilities and return toIMH, if not previously


Exhibit 23.8- 3


returned, any such IMH owned equipment (including IMH provided equipment), IMH leased equipment, IMH ownedmaterials and IMH licensed software, in condition at least as good as the condition when made available to R1,ordinary wear and tear excepted.

(g) Third Party Providers and In-Scope Agreements .

(i) R1 will use commercially reasonable efforts to make available to IMH on reasonable terms and conditionsthird party services then being utilized by R1 in the performance of the Services under shared agreements ( e .g ., agreements that R1 uses for multiple clients).

(ii) IMH may, in its sole discretion, assume any third party license and service agreements used by R1 to providethe Services that are dedicated exclusively to IMH (e.g., agreements that are only used for IMH Services).

(iii) At IMH’s request, R1 shall reassign to IMH any In-Scope Agreement that has been assigned to R1 pursuantto, and in accordance with, this Agreement and is still in effect at the time of the expiration or othertermination of this Agreement, to the extent legally permitted and commercially practicable. R1 will not beliable for any breach by IMH of an assigned In-Scope Agreement. Intermountain will not be liable for anybreach by R1 of an assigned In-Scope Agreement. Each Party will indemnify the other Party against anyclaims or damages to the extent arising from breach of an assigned In-Scope Agreement caused by theassigning Party.

(iv) It is understood and agreed that, in all events, IMH retains the right to contract directly with any serviceprovider, contractor or third party with which IMH was contracted prior to the Effective Date.

2.3 Rates and Charges. Except as provided in Section 2.2(b) above, to the extent the Continued Services and DisengagementServices requested by IMH can be provided by R1 using personnel and resources already assigned to perform Services forIMH and where R1 is being compensated for such personnel or resource through payment of the Charges specified in theServices Agreement, there will be [**] to IMH for such Continued Services or Disengagement Services provided by suchpersonnel or resource. If material Disengagement Services requested by IMH cannot be provided by R1 using [**] withoutadversely affecting R1’s ability to meet its performance obligations under this Services Agreement, then IMH, in its solediscretion, may forego or delay any work activities or temporarily or permanently adjust the work to be performed by R1, theschedules associated with such work or the Service Levels to permit the performance of such Disengagement Services usingsuch personnel. To the extent IMH authorizes R1 to use additional R1 personnel to perform material Disengagement Servicesrequested by IMH, IMH shall pay R1 the rates and charges specified in the Services Agreement, including any applicableExhibit or Work Order, or, if no such rates and charges are specified in the Agreement, the Parties will come to agreement


Exhibit 23.8- 4


on reasonable rates to be charged prior to R1 allocating additional resources or personnel to the IMH account.

2.4 Intent. The intent of this Exhibit, the Continued Services and Disengagement Services is to ensure a successful transitionfrom the Services to a substitute solution for IMH and its revenue cycle operations. Accordingly, if any additional services,information or assistance from R1 is reasonably requested by IMH, then R1 will provide the services, information andassistance to IMH as additional Disengagement Services, and they will be subject to any additional payment obligationsunder this Exhibit for Disengagement Services. At IMH’s reasonable request, the Parties will amend the Disengagement Planto better reflect the intent expressed above. The Disengagement Period may be extended by mutual agreement of the Parties.


Exhibit 23.8- 5

Exhibit 10.9


ADDENDUM NO. 1 TO


BETWEEN


AND

R1 RCM Inc.

ADDENDUM NO. 1 TO


This Addendum No. 1 (this “ Addendum ”) is made and entered into as of the 30th day of April, 2018 (the “ AddendumEffective Date ”) by and between IHC Health Services, Inc., a Utah non-profit corporation (“ IMH ” or sometimes referred to as “Intermountain ” or “ Intermountain Healthcare ”), and R1 RCM Inc., a Delaware corporation, formerly known as Accretive Health,Inc. (each a “ Party ” and collectively, the “ Parties ”), pursuant to and subject to that certain Amended and Restated ServicesAgreement (" Services Agreement ") dated as of January 23, 2018, by and between the Parties.

NOW THEREFORE, in consideration of the premises and mutual consents set forth below, the Parties hereby agree asfollows:

1. Purpose

When signed by both Parties, this Addendum shall be attached to, and deemed an original part of, the Services Agreement.The Parties intend to supplement the Services Agreement to add missing information and terms that the Parties specifically intendedto agree upon following the Effective Date of the Services Agreement. All other terms and conditions of the Services Agreementshall remain in full force and effect.

2. Schedules and Attachments

This Addendum includes each of the following attached Schedules, all of which are incorporated into this Addendum byreference:

Schedule A: Transition Employees

Schedule B: IMH Assets to Be Made Available to R1

Schedule C: In-Scope Agreements

Schedule D: Third Party Software Licenses andAgreements

Schedule E: Transition Work Plan

3. Definitions

3.1 Capitalized terms used in this Addendum but not otherwise defined herein shall have the meanings given to such terms in theServices Agreement.

3.2 “ Commencement Date ” shall mean April 8, 2018.


1

4. Base Fee

The Base Fee shall be determined in accordance with Exhibit 11.1-A to the Services Agreement, subject to the provisions ofthis Section 4 . As a result of the Initial Assessment, the Joint Review Board has established the following:

4.1 the Initial Cost to Collect Factor shall be [**];

4.2 in accordance with Exhibit 11.1-A to the Services Agreement, including Section 3.1 thereof, the Baseline Year Cash, theCost to Collect Numerator and the Initial Cost to Collect Factor for all IMH Facilities and IMH Providers are set forth in thetable below:

Baseline Year Cash Cost to Collect Numerator Initial Cost to Collect Factor

All IMH Facilities and IMH Providers [**] [**] [**]

4.3 [**]

[**] [**][**] [**][**] [**][**] [**][**] [**]

4.4 [**]

4.5 in accordance with the terms of Exhibit 11.1-A , including Section 4 , the [**] as set forth in the table below:

[**] [**] [**]Commencement Date – [**] [**] [**][**] [**] [**][**] – Term [**] [**]


2

5. Lower Bounds for Metrics

The Parties agree that the Lower Bounds for each Metric for the IMH Facilities and the IMH Providers for [**], each asdetermined in accordance with Exhibit 11.1-B to the Services Agreement, shall be as set forth in the table below:

Metric

Weighting for[**]

Weighting for[**]

IMH Facilities IMH Providers IMH Facilities IMH ProvidersLower Bound

for [**]Lower Bound for

[**]Upper Bound for

[**]Upper Bound for

[**]1 [**] [**] [**] [**] [**] [**] [**]2 [**] [**] [**] [**] [**] [**] [**]3 [**] [**] [**] [**] [**] [**] [**]4 [**] [**] [**] [**] [**] [**] [**]5 [**] [**] [**] [**] [**] [**] [**]

6. Service Levels.

The Parties shall work together in good faith during the [**] days following the Commencement Date to define the TargetLevels for the IMH Providers with respect to Service Levels 2 and 7.

7. R1 Site Lead

R1 designates the following individual to be the R1 Site Lead in accordance with Section 8.4 of the Services Agreement:

R1 Site Lead: H. Jeffrey Brownawell

8. Operations Oversight Council

The Parties agree that the Operations Oversight Council shall consist of a total initial membership of ten members, inaccordance with the requirements of the Operations Oversight Council Charter set forth in Exhibit 8.3 of the Services Agreement.


3

SIGNATURE PAGE FOLLOWS

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

IN WITNESS WHEREOF, the Parties have caused this Addendum to be executed by their respective duly authorized representativesas of the Addendum Effective Date.


By: /s/ Mark Runyon

Name: Mark Runyon

Title: VP Operational Finance

R1 RCM Inc.

By: /s/ H. Jeffrey Brownawell

Name: H. Jeffrey Brownawell

Title: SVP Operations

SCHEDULE A

TRANSITION EMPLOYEES

EMPNO1 FIRSTNAME LASTNAME JOBTITLE

[**] [**] [**] Patient Srvc Rep-Specialty


[**] [**] [**] RCO Supv








[**] [**] [**] Account Resolution Spec

[**] [**] [**] PSR Operations Coord


[**] [**] [**] PAS Regional/Enterprise Mgr







[**] [**] [**] RCO Supv





[**] [**] [**] RCO Supv





[**] [**] [**] RCO Supv









SCHEDULE A TO ADDENDUM NO. 1 TO AMENDED AND RESTATED SERVICES AGREEMENT


[**] [**] [**] RCO Supv
















[**] [**] [**] Patient Acct Rep


[**] [**] [**] RCO Supv










[**] [**] [**] Administrative Asst I


[**] [**] [**] RCO Supv







[**] [**] [**] Administrative Asst I





























[**] [**] [**] Patient Srvc Rep







[**] [**] [**] RCO Supv










[**] [**] [**] Quality Assurance Asst

[**] [**] [**] Quality Assurance Asst







[**] [**] [**] RCO Supv







[**] [**] [**] RCO Supv




[**] [**] [**] RCO Supv


[**] [**] [**] PSR Productivity Skills Spec































[**] [**] [**] RCO Supv









[**] [**] [**] RCO Supv











[**] [**] [**] Accounts Receivable Coord

[**] [**] [**] Patient Srvc Rep-Specialty-HC

[**] [**] [**] Accounting Spec I


[**] [**] [**] RCO Supv









[**] [**] [**] RCO Supv








[**] [**] [**] Account Resolution Spec-HC




[**] [**] [**] Accounting Spec II

[**] [**] [**] HIM Coding Spec II







[**] [**] [**] RCO Supv



[**] [**] [**] RCO Supv


[**] [**] [**] Custom Rehab Reimbursement Coord


[**] [**] [**] Custom Rehab Reimbursement Coord












































[**] [**] [**] RCO Supv





[**] [**] [**] RCO Supv



























[**] [**] [**] Data Analyst II


[**] [**] [**] RCO Supv



[**] [**] [**] RCO Supv





[**] [**] [**] Patient Srvc Rep-High Dollar









[**] [**] [**] Office Coord II





































[**] [**] [**] RCO Supv









[**] [**] [**] Application Systems Spec-Senior














[**] [**] [**] RCO Supv

[**] [**] [**] PAS Dir-MG




[**] [**] [**] RCO Supv

[**] [**] [**] Trainer I-RCO




[**] [**] [**] PSR Specialized Contracts



[**] [**] [**] Audit Resolution Spec

[**] [**] [**] RCO Supv

[**] [**] [**] RCO Supv











[**] [**] [**] RCO Supv

[**] [**] [**] RCO Supv

[**] [**] [**] RCO Supv

[**] [**] [**] AR Provider Affil/Enroll Spec




[**] [**] [**] RCO Supv










[**] [**] [**] Trainer I-RCO

[**] [**] [**] Trainer I-RCO



[**] [**] [**] RCO Supv




[**] [**] [**] RCO Supv







[**] [**] [**] RCO Supv

[**] [**] [**] Trainer I-RCO




[**] [**] [**] Trainer I-RCO






[**] [**] [**] RCO Supv






[**] [**] [**] RCO Supv

[**] [**] [**] Trainer I-RCO



[**] [**] [**] RCO Supv

[**] [**] [**] Trainer I-RCO





[**] [**] [**] Coding Specialist-MG









[**] [**] [**] RCO Supv








[**] [**] [**] RCO Supv









[**] [**] [**] RCO Supv

[**] [**] [**] Administrative Asst II







[**] [**] [**] Trainer I-RCO





[**] [**] [**] RCO Supv







[**] [**] [**] Trainer I-RCO


[**] [**] [**] Patient Financial Srvs Spec






[**] [**] [**] Trainer I-RCO












[**] [**] [**] Trainer I-RCO


[**] [**] [**] Trainer I-RCO





[**] [**] [**] RCO Supv







[**] [**] [**] RCO Supv

[**] [**] [**] RCO Supv


[**] [**] [**] RCO Supv










[**] [**] [**] RCO Supv



[**] [**] [**] RCO Supv





































[**] [**] [**] Trainer I-RCO


































































































[**] [**] [**] RCO Supv













[**] [**] [**] RCO Supv



[**] [**] [**] Office Coord II

[**] [**] [**] RCO Supv




[**] [**] [**] Accounting Spec III



[**] [**] [**] RCO Supv




[**] [**] [**] RCO Supv
























[**] [**] [**] RCO Supv













[**] [**] [**] RCO Supv
































[**] [**] [**] Appeals Spec II




[**] [**] [**] Corp Clinical Appeals Cnsltnt

[**] [**] [**] Appeals Supv-SH



[**] [**] [**] AR Appeals Hearing Spec II

[**] [**] [**] Appeals Spec I


[**] [**] [**] Appeals Analyst/Writer/Trainer Sr





[**] [**] [**] Nurse Mgr III




[**] [**] [**] PAS Mgr









[**] [**] [**] PAS Mgr







[**] [**] [**] Executive Asst
















[**] [**] [**] Secretary






[**] [**] [**] Analyst Sr-Payer Contracting




[**] [**] [**] AR Data Analyst










[**] [**] [**] Contract Coord





























[**] [**] [**] AR Appeals Hearing Spec


[**] [**] [**] Secretary







[**] [**] [**] PAS Mgr



[**] [**] [**] PAS Mgr




[**] [**] [**] Financial Analyst II




[**] [**] [**] HIM Coding Spec III



[**] [**] [**] HIM Coding Spec IV






[**] [**] [**] HIM Regional Coding Mgr
























[**] [**] [**] HIM Coding Spec I

































[**] [**] [**] HIM Coding Technician






















































[**] [**] [**] HIM Regional Coding Mgr[**] [**] [**] HIM Coding Spec III[**] [**] [**] HIM Coding Spec II[**] [**] [**] HIM Coding Spec II[**] [**] [**] HIM Coding Spec I[**] [**] [**] HIM Coding Spec III[**] [**] [**] HIM Coding Spec III[**] [**] [**] HIM Coding Spec III[**] [**] [**] HIM Coding Spec III[**] [**] [**] HIM Coding Services Dir[**] [**] [**] HIM Coding Spec II[**] [**] [**] HIM Coding Spec II[**] [**] [**] HIM Operations Mgr[**] [**] [**] HIM Coding Spec II[**] [**] [**] HIM Coding Svcs Training Cnsltnt[**] [**] [**] HIM Coding Compliance Cnsltnt II[**] [**] [**] HIM Coding Spec II[**] [**] [**] HIM Coding Spec III[**] [**] [**] HIM Coding Spec III[**] [**] [**] HIM Coding Compliance Cnsltnt II[**] [**] [**] HIM Coding Compliance Cnsltnt II[**] [**] [**] HIM Coding Spec II[**] [**] [**] HIM Regulatory Consultant[**] [**] [**] HIM Coding Compliance Cnsltnt II



[**] [**] [**] HIM Regional Coding Mgr[**] [**] [**] HIM Coding Svcs Training Cnsltnt[**] [**] [**] HIM Coding Spec II[**] [**] [**] HIM Coding Spec III[**] [**] [**] HIM Coding Svcs Training Cnsltnt[**] [**] [**] HIM Coding Technician[**] [**] [**] HIM Coding Spec III[**] [**] [**] Executive Asst[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Enhanced Registrar[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Transplant Financial Coord[**] [**] [**] Administrative Asst II[**] [**] [**] Regl Patient Access/Elig Mgr[**] [**] [**] Regl Patient Access/Elig Mgr[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] RCO Supv[**] [**] [**] RCO Quality Coord[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Transplant Financial Coord[**] [**] [**] Eligibility Counselor I[**] [**] [**] Transplant Financial Coord[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Transplant Financial Coord[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Regl Patient Access/Elig Mgr[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] RCO Supv[**] [**] [**] Eligibility Counselor I



[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Regl Patient Access/Elig Mgr[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] RCO Supv[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Transplant Financial Coord[**] [**] [**] Transplant Financial Coord[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Enhanced Registrar[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Regl Patient Access/Elig Mgr[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I



[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Eligibility Counselor I[**] [**] [**] Enhanced Registrar[**] [**] [**] Quality Assurance Asst[**] [**] [**] Quality Assurance Asst[**] [**] [**] RCO Supv[**] [**] [**] Quality Assurance Asst[**] [**] [**] Quality Assurance Asst[**] [**] [**] Quality Assurance Asst[**] [**] [**] Quality Assurance Asst[**] [**] [**] Quality Assurance Asst[**] [**] [**] Regl Patient Access/Elig Mgr[**] [**] [**] Quality Assurance Asst[**] [**] [**] Quality Assurance Asst[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Mgr-AF[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Sr[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Mgr-CA[**] [**] [**] HIM Tech Sr[**] [**] [**] HIM Tech Sr[**] [**] [**] HIM Mgr-CC[**] [**] [**] HIM Tech Sr[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist



[**] [**] [**] HIM Technician III[**] [**] [**] HIM Supv[**] [**] [**] Enhanced Registrar[**] [**] [**] HIM Tech Sr[**] [**] [**] HIM Tech Sr[**] [**] [**] HIM Mgr-LO[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Trainee[**] [**] [**] HIM Supv[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Spec III[**] [**] [**] HIM Tech Trainee[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Sr[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Supv[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Mgr-IM[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Sr[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Coord[**] [**] [**] HIM Mgr-MK[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist



[**] [**] [**] HIM Coord[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Sr[**] [**] [**] HIM Tech Sr[**] [**] [**] HIM Tech Sr[**] [**] [**] HIM Mgr-PM[**] [**] [**] HIM Tech Sr[**] [**] [**] HIM Tech Sr[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Sr[**] [**] [**] HIM Tech Sr[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Sr[**] [**] [**] HIM Coord[**] [**] [**] HIM Mgr-UV/OR[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Spec III[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Spec III[**] [**] [**] HIM Spec III[**] [**] [**] HIM Mgr-SV/SP[**] [**] [**] HIM Spec III[**] [**] [**] HIM Spec II[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Mgr-RV[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist



[**] [**] [**] HIM Mgr-PCH[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Mgr-LD[**] [**] [**] HIM Tech Trainee[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Sr[**] [**] [**] HIM Tech Sr[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Trainee[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Trainee[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Sr[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Mgr-AV[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Supv-HC[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] Office Coord II[**] [**] [**] HIM Tech Sr[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Sr[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Mgr-HC[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Mgr-DX[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Sr



[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Sr[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Supv[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Supv[**] [**] [**] Enhanced Registrar[**] [**] [**] HIM Tech Trainee[**] [**] [**] HIM Operations Dir[**] [**] [**] HIM Privacy Specialist-MG[**] [**] [**] Release Of Information Coord[**] [**] [**] HIM Document Coord[**] [**] [**] HIM Tech Sr[**] [**] [**] HIM Operations Dir[**] [**] [**] Administrative Asst II[**] [**] [**] HIM Document Coord[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Document Coord[**] [**] [**] HIM Document Coord[**] [**] [**] Administrative Asst II[**] [**] [**] HIM Privacy Specialist-MG[**] [**] [**] HIM Operations/Privacy Mgr-MG[**] [**] [**] HIM Tech Sr[**] [**] [**] HIM Operations Consultant[**] [**] [**] HIM Tech Generalist[**] [**] [**] HIM Document Coord[**] [**] [**] Release Of Information Coord[**] [**] [**] AR Data Analyst[**] [**] [**] Data Analyst-Technical-Sr[**] [**] [**] Financial Analyst[**] [**] [**] Application Systems Spec-Senior[**] [**] [**] Application Systems Spec-Senior[**] [**] [**] Application Systems Spec-Senior[**] [**] [**] Accounts Receivable Coord[**] [**] [**] RCO Operational Tech Analyst II



[**] [**] [**] Data Analyst-Technical-Cnsltnt[**] [**] [**] RCO Strategy Dir[**] [**] [**] Application Systems Spec-Assoc[**] [**] [**] Accounts Receivable Coord[**] [**] [**] Continuous Improvement Cnslt I[**] [**] [**] Accounts Receivable Coord[**] [**] [**] Continuous Improvement Cnslt I[**] [**] [**] RCO Operational Tech Analyst I[**] [**] [**] Continuous Improvement Cnslt II[**] [**] [**] Continuous Improvement Cnslt I[**] [**] [**] AR Data Analyst[**] [**] [**] Data Analyst-Technical -Stf[**] [**] [**] Financial Analyst[**] [**] [**] Continuous Improvement Cnslt II[**] [**] [**] PAS Dir[**] [**] [**] RCO Operations Team Dir[**] [**] [**] RCO Operations Team Dir[**] [**] [**] PAS Dir[**] [**] [**] PAS Dir[**] [**] [**] RCO Operations Team Dir[**] [**] [**] Revenue Cycle AVP[**] [**] [**] Revenue Cycle AVP[**] [**] [**] PAS Dir[**] [**] [**] PAS Dir[**] [**] [**] RCO Operations Team Dir[**] [**] [**] RCO Operations Team Dir[**] [**] [**] RCO Operations Team Dir[**] [**] [**] Financial Application Rep[**] [**] [**] RCO Supv[**] [**] [**] Patient Financial Srvs Spec II[**] [**] [**] RCO Supv[**] [**] [**] RCO Tech/Ops Programs Mgr[**] [**] [**] RCO Quality Coord[**] [**] [**] PAS Regional/Enterprise Mgr[**] [**] [**] Administrative Asst II[**] [**] [**] Financial Application Rep[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Financial Application Rep[**] [**] [**] Patient Srvc Rep-PFS Support I[**] [**] [**] RCO Supv[**] [**] [**] PAS Regional/Enterprise Mgr[**] [**] [**] PAS Regional/Enterprise Mgr[**] [**] [**] RCO Operations Dialer Spec



[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] RCO Supv[**] [**] [**] RCO Operations Dialer Spec[**] [**] [**] Patient Srvc Rep-PFS Support I[**] [**] [**] RCO Supv[**] [**] [**] RCO Supv[**] [**] [**] Patient Srvc Rep-PFS Support I[**] [**] [**] Patient Srvc Rep-PFS Support I[**] [**] [**] RCO Supv[**] [**] [**] Patient Financial Srvs Spec II[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] PAS Regional/Enterprise Mgr[**] [**] [**] RCO Supv[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec II[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] RCO Supv[**] [**] [**] Patient Srvc Rep-PFS Support I[**] [**] [**] Financial Application Rep[**] [**] [**] Patient Financial Srvs Spec II[**] [**] [**] Patient Financial Srvs Spec II[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] RCO Supv[**] [**] [**] Financial Application Rep[**] [**] [**] Financial Application Rep[**] [**] [**] RCO Operations Dialer Spec[**] [**] [**] Financial Application Rep[**] [**] [**] Financial Application Rep[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Financial Application Rep[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] RCO Supv[**] [**] [**] RCO Supv[**] [**] [**] RCO Operations Dialer Spec[**] [**] [**] Patient Srvc Rep-PFS Support I[**] [**] [**] RCO Quality Coord[**] [**] [**] Patient Financial Srvs Spec II[**] [**] [**] Financial Application Rep[**] [**] [**] Financial Application Rep



[**] [**] [**] Patient Financial Srvs Spec II[**] [**] [**] Patient Financial Srvs Spec II[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec II[**] [**] [**] Financial Application Rep[**] [**] [**] Patient Financial Srvs Spec II[**] [**] [**] Patient Financial Srvs Spec II[**] [**] [**] RCO Operations Dialer Spec[**] [**] [**] Financial Application Rep[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Srvc Rep-PFS Support I[**] [**] [**] Financial Application Rep[**] [**] [**] Patient Financial Srvs Spec II[**] [**] [**] Patient Financial Srvs Spec II[**] [**] [**] Financial Application Rep[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] RCO Quality Coord[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Financial Application Rep[**] [**] [**] Patient Srvc Rep-PFS Support I[**] [**] [**] Financial Application Rep[**] [**] [**] Patient Financial Srvs Spec II[**] [**] [**] RCO Quality Coord[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] RCO Supv[**] [**] [**] Patient Financial Srvs Spec II[**] [**] [**] Patient Financial Srvs Spec II[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec II[**] [**] [**] Patient Srvc Rep-PFS Support I[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec II[**] [**] [**] Financial Application Rep[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Srvc Rep-PFS Support I[**] [**] [**] Patient Financial Srvs Spec II[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec



[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec II[**] [**] [**] RCO Quality Coord[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Financial Application Rep[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Srvc Rep-PFS Support I[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Financial Application Rep[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Srvc Rep-PFS Support I[**] [**] [**] Patient Srvc Rep-PFS Support I[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Patient Financial Srvs Spec[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] RCO Supv



[**] [**] [**] Authorization Rep[**] [**] [**] Regl Patient Access/Elig Mgr[**] [**] [**] Enhanced Registrar

[**] [**] [**] Authorization Rep[**] [**] [**] Authorization Rep[**] [**] [**] RCO Supv[**] [**] [**] Authorization Rep[**] [**] [**] Authorization Rep[**] [**] [**] Office Coord II[**] [**] [**] Account Resolution Spec[**] [**] [**] Authorization Rep[**] [**] [**] Authorization Rep[**] [**] [**] Authorization Rep[**] [**] [**] Authorization Rep[**] [**] [**] Authorization Rep[**] [**] [**] Authorization Rep[**] [**] [**] Enhanced Registrar[**] [**] [**] Authorization Rep[**] [**] [**] Enhanced Registrar[**] [**] [**] Authorization Rep[**] [**] [**] Office Coord II[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Account Resolution Spec[**] [**] [**] Enhanced Registrar[**] [**] [**] Account Resolution Spec[**] [**] [**] Authorization Rep[**] [**] [**] Enhanced Registrar[**] [**] [**] Authorization Rep[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Imaging Scheduler[**] [**] [**] Enhanced Registrar



[**] [**] [**] Enhanced Registrar[**] [**] [**] Authorization Rep[**] [**] [**] Authorization Rep[**] [**] [**] Authorization Rep[**] [**] [**] Enhanced Registrar[**] [**] [**] Authorization Rep[**] [**] [**] RCO Supv[**] [**] [**] Administrative Asst I[**] [**] [**] Authorization Rep[**] [**] [**] Authorization Rep[**] [**] [**] Authorization Rep[**] [**] [**] RCO Supv[**] [**] [**] Regl Patient Access/Elig Mgr[**] [**] [**] Enhanced Registrar[**] [**] [**] Authorization Rep[**] [**] [**] Office Coord III[**] [**] [**] Enhanced Registrar[**] [**] [**] Authorization Rep[**] [**] [**] FAIR Coord[**] [**] [**] Authorization Rep[**] [**] [**] Enhanced Registrar[**] [**] [**] Authorization Rep[**] [**] [**] RCO Supv[**] [**] [**] Authorization Rep[**] [**] [**] Enhanced Registrar[**] [**] [**] Authorization Rep[**] [**] [**] Authorization Rep[**] [**] [**] Enhanced Scheduler[**] [**] [**] Authorization Rep[**] [**] [**] Enhanced Registrar[**] [**] [**] Authorization Rep[**] [**] [**] Authorization Rep[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Authorization Rep[**] [**] [**] Authorization Rep[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Authorization Rep



[**] [**] [**] Authorization Rep[**] [**] [**] Office Coord II[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Authorization Rep[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Authorization Rep[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] PAS Mgr[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Patient Srvc Rep-High Dollar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] RCO Supv



[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] PAS Mgr[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Administrative Asst I[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] PAS Mgr[**] [**] [**] PAS Regional/Enterprise Mgr[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar



[**] [**] [**] RCO Supv[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Imaging Scheduler[**] [**] [**] Imaging Scheduler[**] [**] [**] Prior Authorization Rep[**] [**] [**] Imaging Scheduler[**] [**] [**] Prior Authorization Rep[**] [**] [**] Prior Authorization Rep[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] PAS Mgr[**] [**] [**] Enhanced Registrar[**] [**] [**] Training/Operation Coord



[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Imaging Scheduler[**] [**] [**] Imaging Scheduler[**] [**] [**] Imaging Scheduler[**] [**] [**] Imaging Scheduler[**] [**] [**] Imaging Scheduler[**] [**] [**] Imaging Scheduler[**] [**] [**] Enhanced Registrar[**] [**] [**] PAS Mgr[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Administrative Asst I[**] [**] [**] Administrative Asst II[**] [**] [**] PAS Mgr[**] [**] [**] Administrative Asst I[**] [**] [**] Administrative Asst II[**] [**] [**] PAS Regional/Enterprise Mgr[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] RCO Supv[**] [**] [**] Training/Operation Coord[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Administrative Asst I[**] [**] [**] Administrative Asst II



[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Administrative Asst I[**] [**] [**] PAS Mgr[**] [**] [**] RCO Supv[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Cashier-RCO[**] [**] [**] Enhanced Registrar[**] [**] [**] Administrative Asst II[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] RCO Supv[**] [**] [**] Training/Operation Coord[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Training/Operation Coord[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar



[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar



[**] [**] [**] Prior Authorization Rep[**] [**] [**] Imaging Scheduler[**] [**] [**] Imaging Scheduler[**] [**] [**] Account Resolution Spec[**] [**] [**] Imaging Scheduler[**] [**] [**] Imaging Scheduler[**] [**] [**] Imaging Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] Account Resolution Spec[**] [**] [**] Imaging Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] Account Resolution Spec[**] [**] [**] Account Resolution Spec[**] [**] [**] Account Resolution Spec[**] [**] [**] Imaging Scheduler[**] [**] [**] Account Resolution Spec[**] [**] [**] Imaging Scheduler[**] [**] [**] Account Resolution Spec[**] [**] [**] Account Resolution Spec[**] [**] [**] Imaging Scheduler[**] [**] [**] Account Resolution Spec[**] [**] [**] Account Resolution Spec[**] [**] [**] Account Resolution Spec[**] [**] [**] Imaging Scheduler[**] [**] [**] Account Resolution Spec[**] [**] [**] Account Resolution Spec[**] [**] [**] Imaging Scheduler[**] [**] [**] Administrative Asst I[**] [**] [**] PAS Mgr[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] PAS Regional/Enterprise Mgr[**] [**] [**] Training/Operation Coord[**] [**] [**] Enhanced Registrar



[**] [**] [**] PAS Mgr[**] [**] [**] Enhanced Registrar[**] [**] [**] RCO Supv[**] [**] [**] PAS Mgr[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] RCO Supv[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Office Supv[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Administrative Asst I[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar



[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Imaging Scheduler[**] [**] [**] Imaging Scheduler[**] [**] [**] Prior Authorization Rep[**] [**] [**] Imaging Scheduler[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] PAS Mgr[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] PAS Mgr[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] RCO Supv[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar



[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] PAS Regional/Enterprise Mgr[**] [**] [**] Administrative Asst II[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] PAS Mgr[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Training/Operation Coord[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar

[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] RCO Mgr-PAS[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar



[**] [**] [**] RCO Supv[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Imaging Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] Imaging Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] Imaging Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] Imaging Scheduler[**] [**] [**] Imaging Scheduler



[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Registrar[**] [**] [**] PAS Mgr[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] PAS Mgr[**] [**] [**] Enhanced Registrar[**] [**] [**] PAS Mgr[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar



[**] [**] [**] Enhanced Registrar[**] [**] [**] Imaging Scheduler[**] [**] [**] Imaging Scheduler[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Cashier-RCO[**] [**] [**] PAS Mgr[**] [**] [**] Cashier-RCO[**] [**] [**] Administrative Asst I[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] PAS Mgr[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Administrative Asst I[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] RCO Supv[**] [**] [**] RCO Supv[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar



[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Imaging Scheduler[**] [**] [**] Imaging Scheduler[**] [**] [**] Imaging Scheduler[**] [**] [**] Imaging Scheduler[**] [**] [**] Imaging Scheduler[**] [**] [**] Prior Authorization Rep[**] [**] [**] Enhanced Scheduler[**] [**] [**] Imaging Scheduler[**] [**] [**] Imaging Scheduler[**] [**] [**] Imaging Scheduler[**] [**] [**] Imaging Scheduler[**] [**] [**] Imaging Scheduler[**] [**] [**] Administrative Asst I[**] [**] [**] Enhanced Registrar[**] [**] [**] PAS Mgr[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar



[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] RCO Supv[**] [**] [**] Enhanced Registrar[**] [**] [**] RCO Supv[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] PAS Mgr[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Training/Operation Coord[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar



[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] PAS Mgr[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Registrar[**] [**] [**] Patient Srvc Rep-Specialty[**] [**] [**] Reimbrsmnt Anlyst-Code Based III[**] [**] [**] Revenue Integrity Analyst II[**] [**] [**] Reimbrsmnt Anlyst-Code Based I[**] [**] [**] Clinical Charge Audit Analyst IV[**] [**] [**] Clinical Charge Audit Analyst II[**] [**] [**] Clinical Charge Audit Analyst IV[**] [**] [**] Enhanced Registrar[**] [**] [**] Clinical Charge Audit Analyst IV[**] [**] [**] Patient Srvc Rep-Specialty[**] [**] [**] Administrative Asst I[**] [**] [**] Clinical Charge Audit Analyst II[**] [**] [**] Clinical Charge Audit Analyst IV[**] [**] [**] Revenue Integrity Supv[**] [**] [**] Revenue Integrity Coord[**] [**] [**] Patient Srvc Rep-Specialty[**] [**] [**] Patient Srvc Rep-Specialty[**] [**] [**] Reimbrsmnt Anlyst-Code Based I[**] [**] [**] Reimbrsmnt Anlyst-Code Based II[**] [**] [**] Revenue Integrity Supv[**] [**] [**] Revenue Integrity Supv



[**] [**] [**] Clinical Charge Audit Analyst IV[**] [**] [**] Patient Srvc Rep-Specialty[**] [**] [**] Clinical Charge Audit Analyst III[**] [**] [**] Revenue Integrity Mgr[**] [**] [**] Patient Srvc Rep-Specialty[**] [**] [**] Clinical Charge Audit Analyst III[**] [**] [**] Clinical Charge Audit Analyst III[**] [**] [**] Administrative Asst I[**] [**] [**] Reimbrsmnt Anlyst-Code Based II[**] [**] [**] Revenue Integrity Supv[**] [**] [**] Clinical Charge Audit Analyst III[**] [**] [**] Reimbrsmnt Anlyst-Code Based III[**] [**] [**] Clinical Charge Audit Analyst II[**] [**] [**] Revenue Integrity Supv[**] [**] [**] Billing Specialist III[**] [**] [**] Reimbrsmnt Anlyst-Code Based III[**] [**] [**] Revenue Integrity Analyst II[**] [**] [**] Clinical Charge Audit Analyst IV[**] [**] [**] Clinical Charge Audit Analyst III[**] [**] [**] Clinical Charge Audit Analyst II[**] [**] [**] Reimbrsmnt Anlyst-Code Based I[**] [**] [**] Clinical Charge Audit Analyst III[**] [**] [**] Clinical Charge Audit Analyst IV[**] [**] [**] Clinical Charge Audit Analyst IV[**] [**] [**] Clinical Charge Audit Analyst III[**] [**] [**] Clinical Charge Audit Analyst II[**] [**] [**] Revenue Integrity Supv[**] [**] [**] Revenue Integrity Analyst II[**] [**] [**] Revenue Integrity Supv[**] [**] [**] Clinical Charge Audit Analyst III[**] [**] [**] Reimbrsmnt Anlyst-Code Based II[**] [**] [**] Revenue Integrity Analyst II[**] [**] [**] Reimbrsmnt Anlyst-Code Based I[**] [**] [**] Clinical Charge Audit Analyst IV[**] [**] [**] Clinical Charge Audit Analyst III[**] [**] [**] Revenue Integrity Analyst II[**] [**] [**] Reimbrsmnt Anlyst-Code Based I[**] [**] [**] Revenue Integrity Mgr[**] [**] [**] Clinical Charge Audit Analyst IV[**] [**] [**] Revenue Integrity Coord[**] [**] [**] Secretary Medical II[**] [**] [**] Biller-Emergency Dept[**] [**] [**] Biller-Emergency Dept



[**] [**] [**] Biller-Emergency Dept[**] [**] [**] Biller-Emergency Dept[**] [**] [**] Biller-Emergency Dept[**] [**] [**] Biller-Emergency Dept[**] [**] [**] Biller-Emergency Dept[**] [**] [**] Biller-Emergency Dept[**] [**] [**] Biller-Emergency Dept[**] [**] [**] Secretary Medical II[**] [**] [**] Secretary Medical II[**] [**] [**] Secretary Medical II[**] [**] [**] Reimbrsmnt Anlyst-Code Based I[**] [**] [**] Reimbrsmnt Anlyst-Code Based I[**] [**] [**] Reimbrsmnt Anlyst-Code Based I[**] [**] [**] Patient Srvc Rep-Specialty[**] [**] [**] Biller-Emergency Dept[**] [**] [**] Clinical Charge Audit Analyst III[**] [**] [**] Revenue Integrity Supv[**] [**] [**] Clinical Charge Audit Analyst IV[**] [**] [**] Reimbrsmnt Anlyst-Code Based I[**] [**] [**] Clinical Charge Audit Analyst II[**] [**] [**] Reimbrsmnt Anlyst-Code Based III[**] [**] [**] Clinical Charge Audit Analyst IV[**] [**] [**] Reimbrsmnt Anlyst-Code Based I[**] [**] [**] Biller-Emergency Dept[**] [**] [**] Clinical Charge Audit Analyst II[**] [**] [**] Clinical Charge Audit Analyst III[**] [**] [**] Reimbrsmnt Anlyst-Code Based II[**] [**] [**] Clinical Charge Audit Analyst IV[**] [**] [**] Revenue Integrity Supv[**] [**] [**] Revenue Integrity Analyst Sr[**] [**] [**] Clinical Charge Audit Analyst III[**] [**] [**] Revenue Integrity Analyst I[**] [**] [**] Clinical Charge Audit Analyst III[**] [**] [**] Revenue Integrity Mgr[**] [**] [**] Revenue Integrity Coord[**] [**] [**] Reimbrsmnt Anlyst-Code Based II[**] [**] [**] Reimbrsmnt Anlyst-Code Based I[**] [**] [**] Clinical Charge Audit Analyst III[**] [**] [**] Reimbrsmnt Anlyst-Code Based I[**] [**] [**] Clinical Charge Audit Analyst III[**] [**] [**] Reimbrsmnt Anlyst-Code Based I[**] [**] [**] Reimbrsmnt Anlyst-Code Based I[**] [**] [**] Revenue Integrity Mgr



[**] [**] [**] Biller-Emergency Dept[**] [**] [**] Revenue Integrity Analyst I[**] [**] [**] Reimbrsmnt Anlyst-Code Based III[**] [**] [**] Clinical Charge Audit Analyst IV[**] [**] [**] Clinical Charge Audit Analyst III[**] [**] [**] Reimbrsmnt Anlyst-Code Based II[**] [**] [**] Clinical Charge Audit Analyst III[**] [**] [**] Revenue Integrity Coord[**] [**] [**] Revenue Integrity Supv[**] [**] [**] Clinical Charge Audit Analyst IV[**] [**] [**] Revenue Integrity Supv[**] [**] [**] Reimbrsmnt Anlyst-Code Based I[**] [**] [**] Clinical Charge Audit Analyst IV[**] [**] [**] Clinical Charge Audit Analyst IV[**] [**] [**] Reimbrsmnt Anlyst-Code Based III[**] [**] [**] Reimbrsmnt Anlyst-Code Based I[**] [**] [**] Revenue Integrity Supv[**] [**] [**] Clinical Charge Audit Analyst III[**] [**] [**] Revenue Integrity Analyst II[**] [**] [**] Clinical Charge Audit Analyst III[**] [**] [**] Clinical Charge Audit Analyst III[**] [**] [**] Clinical Charge Audit Analyst III[**] [**] [**] Billing Specialist III[**] [**] [**] Billing Specialist III[**] [**] [**] Clinical Charge Audit Analyst IV[**] [**] [**] Reimbrsmnt Anlyst-Code Based II[**] [**] [**] Reimbrsmnt Anlyst-Code Based II[**] [**] [**] Clinical Charge Audit Analyst III[**] [**] [**] Reimbrsmnt Anlyst-Code Based III[**] [**] [**] Revenue Integrity Supv[**] [**] [**] Clinical Charge Audit Analyst II[**] [**] [**] Revenue Integrity Mgr[**] [**] [**] Revenue Integrity Coord[**] [**] [**] Secretary Medical I[**] [**] [**] Revenue Integrity Analyst I[**] [**] [**] Revenue Integrity Analyst II[**] [**] [**] Clinical Charge Audit Analyst I[**] [**] [**] Billing Specialist III[**] [**] [**] Data Analyst-Technical -Stf[**] [**] [**] Charge Services CDM Analyst Sr[**] [**] [**] Charge Services CDM Analyst Sr[**] [**] [**] Charge Services CDM Analyst II[**] [**] [**] Charge Services CDM Analyst II



[**] [**] [**] Application Systems Spec-Stf[**] [**] [**] Charge Services CDM Analyst I[**] [**] [**] Charge Services CDM Analyst I[**] [**] [**] Charge Services CDM Analyst Sr[**] [**] [**] Financial Analyst II[**] [**] [**] Financial Analyst Sr[**] [**] [**] Application Systems Spec-Senior[**] [**] [**] RCO Supv[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] PAS Mgr[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] RCO Supv[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] Imaging Scheduler[**] [**] [**] RCO Supv[**] [**] [**] RCO Supv[**] [**] [**] Enhanced Scheduler[**] [**] [**] Office Coord II[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] PAS Mgr[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] Prior Authorization Rep[**] [**] [**] Enhanced Scheduler[**] [**] [**] PAS Mgr



[**] [**] [**] Enhanced Scheduler[**] [**] [**] Prior Authorization Rep[**] [**] [**] RCO Supv[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] Prior Authorization Rep[**] [**] [**] Prior Authorization Rep[**] [**] [**] Enhanced Scheduler[**] [**] [**] Prior Authorization Rep[**] [**] [**] Prior Authorization Rep[**] [**] [**] Prior Authorization Rep[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] RCO Supv[**] [**] [**] Account Resolution Spec[**] [**] [**] Account Resolution Spec[**] [**] [**] Prior Authorization Rep[**] [**] [**] RCO Supv[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Scheduler[**] [**] [**] PAS Mgr[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Registrar[**] [**] [**] Enhanced Scheduler[**] [**] [**] Prior Authorization Rep[**] [**] [**] Prior Authorization Rep[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] Imaging Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] Enhanced Scheduler[**] [**] [**] Authorization Rep[**] [**] [**] Imaging Scheduler[**] [**] [**] System Scheduling Mgr[**] [**] [**] Trainer II-RCO[**] [**] [**] Trainer II-RCO[**] [**] [**] Trainer II-RCO



[**] [**] [**] Trainer II-RCO[**] [**] [**] Trainer I-RCO[**] [**] [**] Training and Development Dir-RCO[**] [**] [**] Curriculum Developer II[**] [**] [**] Trainer II-RCO[**] [**] [**] Trainer II-RCO[**] [**] [**] Trainer II-RCO[**] [**] [**] Project Coord[**] [**] [**] Trainer II-RCO[**] [**] [**] Curriculum Developer II[**] [**] [**] Trainer II-RCO[**] [**] [**] Curriculum Developer II[**] [**] [**] Trainer I-RCO[**] [**] [**] Curriculum Developer II[**] [**] [**] Trainer II-RCO[**] [**] [**] Project Coord[**] [**] [**] Trainer II-RCO[**] [**] [**] Trainer II-RCO[**] [**] [**] RCO Training Mgr[**] [**] [**] E-Learning Developer II[**] [**] [**] Trainer II-RCO[**] [**] [**] Curriculum Developer II[**] [**] [**] Curriculum Developer I[**] [**] [**] Trainer II-RCO[**] [**] [**] Trainer II-RCO[**] [**] [**] Trainer I-RCO[**] [**] [**] E-Learning Developer I[**] [**] [**] E-Learning Developer I[**] [**] [**] Medical Transcriptionist Coord II[**] [**] [**] HIM Transcription Mgr[**] [**] [**] Medical Transcriptionist Supv[**] [**] [**] Medical Transcriptionist[**] [**] [**] Reimbursement Auditor-RCO



SCHEDULE B

IMH ASSETS TO BE MADE AVAILABLE TO R1

Location Computers Printers ScannersAlta View Hospital [**] [**] American Fork Hosp [**] [**] Bear River Hospital [**] [**] Cassia Regional Hospital [**] [**] Cedar City Hospital [**] [**] Delta Community Hospital [**] [**] Dixie Reg River Road [**] [**] Dixie Regional MC [**] [**] Fillmore Community Hospital [**] [**] HCS Salt Lake City [**] [**] Heber Valley Hospital [**] [**] Holladay Clinic [**] [**] Intermountain Medical Center [**] [**] Layton Hospital [**] [**] LDS Hospital [**] [**] Logan Regional Hosp [**] [**] McKay-Dee Hospital [**] [**] Memorial Clinic [**] [**] Orem Community Hosp [**] [**] Park City Hospital [**] [**] Primary Childrens Hospital [**] [**] [**]Riverton Hospital [**] [**] [**]Sanpete Valley Hospital [**] [**] [**]Sevier Valley Hospital [**] [**] [**]Taylorsville Clinic [**] [**] TOSH [**] [**] [**]Utah Valley Hospital [**] [**] [**]Grand Total [**] [**] [**]

* [**] medical group printers


SCHEDULE B TO ADDENDUM NO. 1 TO AMENDED AND RESTATED SERVICES AGREEMENT

Computers

Computer Names Location Description[**] Alta View Hospital[**] [**][**] American Fork Hosp[**] [**][**] Bear River Hospital[**] [**][**] Cassia Regional Hospital[**] [**][**] Cedar City Hospital[**] [**][**] Delta Community Hospital[**] [**][**] Dixie Reg River Road[**] [**][**] Dixie Regional MC[**] [**][**] Fillmore Community Hospital[**] [**][**] HCS Salt Lake City[**] [**][**] Heber Valley Hospital[**] [**][**] Holladay Clinic[**] [**][**] Intermountain Medical Center[**] [**]



[**] Layton Hospital[**] LDS Hospital[**] [**][**] Logan Regional Hosp[**] [**][**] McKay-Dee Hospital[**] [**][**] Memorial Clinic[**] [**][**] Orem Community Hosp[**] [**][**] Park City Hospital[**] [**][**] Primary Childrens Hospital[**] [**][**] Riverton Hospital[**] [**][**] Sanpete Valley Hospital[**] [**][**] Sevier Valley Hospital[**] [**][**] Taylorsville Clinic[**] [**][**] TOSH[**] [**][**] Utah Valley Hospital[**] [**]



Printers

Facility Printer NamePrinter Serial

NumberAlta View Hospital [**] [**][**] [**] [**]American Fork Hospital [**] [**][**] [**] [**]Bear River [**] [**][**] [**] [**]Cassia [**] [**][**] [**] [**]Delta [**] [**][**] [**] [**]Dixie and Cedar City [**] [**][**] [**] [**]Filmore [**] [**][**] [**] [**]Heber Valley [**] [**][**] [**] [**]HomeCare [**] [**][**] [**] [**]IMED [**] [**][**] [**] [**]LDS [**] [**][**] [**] [**]Logan [**] [**][**] [**] [**]McKay-Dee [**] [**][**] [**] [**]



Medical Group [**] [**][**] [**] [**]Orem [**] [**][**] [**] [**]Park City [**] [**][**] [**] [**]Primary Childrens [**] [**][**] [**] [**]Riverton Hospital [**] [**][**] [**] [**]Sanpete [**] [**][**] [**] [**]Sevier [**] [**][**] [**] [**]TOSH [**] [**][**] [**] [**]Utah Valley [**] [**]



Scanners

PCMC Riverton Sanpete Sevier Tosh Utah Valley[**] [**] [**] [**] [**] [**]

[**] [**] [**] [**] [**] [**][**] [**] [**] [**] [**][**] [**] [**] [**]

[**] [**]

[**] [**] [**] [**] [**] [**]

[**] [**] [**][**] [**] [**][**] [**][**] [**][**] [**][**]



SCHEDULE C

IN-SCOPE AGREEMENTS

Vendor Service Type Termination Date Scope/ Standard andFinancial/Operational Responsibility

[**] [**] [**] [**]

[**] [**] [**][**] Consulting Services [**][**] Office Equipment [**][**] Supplies [**][**] Car Rental [**][**] Telephony [**] [**][**] [**] [**] [**][**] [**] [**] [**][**] Armored transportation [**] [**][**] [**] [**] [**][**] Office Equipment [**][**] [**] [**] [**][**] [**] [**] [**][**] [**] [**] [**][**] [**] [**] [**][**] Software [**][**] [**] [**] [**][**] Computers [**][**] Consulting Services [**][**] Office Equipment [**][**] Software [**][**] [**] [**] [**][**] Office Equipment [**][**] [**] [**] [**][**] [**] [**] [**][**] [**] [**] [**][**] [**] [**] [**][**] [**] [**] [**][**] [**] [**] [**][**] [**] [**] [**][**] [**] [**] [**]

[**] Copier Services [**]

[**] [**] [**] [**][**] [**] [**] [**][**] [**] [**] [**][**] [**] [**] [**][**] [**] [**] [**][**] Furniture [**]


SCHEDULE C TO ADDENDUM NO. 1 TO AMENDED AND RESTATED SERVICES AGREEMENT

[**] [**] [**] [**][**] [**] [**] [**][**] [**] [**][**] [**] [**] [**][**] [**] [**] [**][**] [**] [**] [**][**] [**] [**] [**][**] Software [**][**] [**] [**] [**][**] Office Equipment [**][**] Software [**][**] [**] [**] [**][**] Signs [**][**] [**] [**][**] [**] [**] [**][**] [**] [**][**] Software [**][**] Mail Services [**][**] [**] [**] [**][**] [**][**] Office Equipment [**][**] Janitorial Services [**][**] Office Equipment [**][**] [**] [**][**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]

[**] [**] [**] Office Supplies [**] Postage [**] Postage [**] [**] [**] Office Equipment [**] Office Equipment [**] Office Equipment [**] Office Equipment [**] Office Equipment [**] Office Equipment [**] Office Equipment [**] Office Equipment [**] Office Equipment [**] Office Equipment



[**] Office Equipment [**] Office Equipment [**] Office Equipment [**] Office Equipment [**] Office Equipment [**] Office Equipment [**] Office Equipment [**] Office Equipment [**] Office Equipment [**] Office Equipment [**] Office Equipment [**] Office Equipment [**] Office Supplies [**] Office Supplies [**] Office Supplies [**] Office Supplies [**] Office Supplies [**] Office Supplies [**] Office Supplies [**] Office Supplies [**] Office Supplies [**] Office Supplies [**] Office Supplies

[**] Office Supplies [**] Office Supplies [**] Office Supplies [**] [**] [**] Telecom [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] Telecom [**] Telecom [**] Telecom [**] Telecom [**] Telecom [**] Utilities - Electricity [**] Utilities - Electricity



*Note: 3 rd Parties listed without Termination Dates and Scope defined have less than $[**] in annual spend represented inthe Base Fee



SCHEDULE D

THIRD PARTY SOFTWARE LICENSES AND AGREEMENTS

Vendor Application # Current Users (RCO Users)

[**] [**]

[**] [**] [**] [**] [**] [**] [**] [**] [**] [**]Adobe Adobe CC Master Collection [**]Adobe Adobe Creative Suite 4 [**][**] [**] [**] [**] [**] [**] [**][**] [**] [**] [**] [**] [**] [**][**] [**] [**]

[**] [**][**] [**] [**] [**] [**][**] [**] [**] [**] [**][**] [**] [**][**] [**] [**] [**]

[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**][**] [**] [**] [**][**] [**] [**][**] [**] [**] [**] [**] [**] [**]

[**] [**]


SCHEDULE D TO ADDENDUM NO. 1 TO AMENDED AND RESTATED SERVICES AGREEMENT

[**] [**]

[**] [**] [**][**] [**] [**][**] [**] [**][**] [**] [**] [**] [**][**] [**] [**] [**] [**] [**] [**] [**][**] [**] [**] [**] [**][**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**][**] [**] [**][**] [**] [**][**] [**] [**][**] [**] [**][**] [**] [**][**] [**] [**] [**] [**] [**] [**][**] [**] [**] [**]

[**] [**] [**]

[**] [**] [**][**] [**] [**] [**] [**][**] [**] [**][**] [**] [**][**] [**] [**] [**] [**][**] [**] [**][**] [**] [**][**] [**] [**][**] [**] [**][**] [**] [**][**] [**] [**] [**] [**]



[**] [**] [**][**] [**] [**][**] [**] [**][**] [**] [**][**] [**] [**][**] [**] [**][**] [**] [**][**] [**] [**][**] [**] [**][**] [**] [**] [**] [**] [**] [**] [**] [**][**] [**] [**][**] [**] [**][**] [**] [**][**] [**] [**][**] [**] [**][**] [**] [**] [**] [**] [**] [**] [**]

[**] [**]

[**] [**]

[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**][**] [**] [**][**] [**] [**]Microsoft Office 365 [**] [**] [**] [**] [**] [**] [**] [**][**] [**] [**][**] [**] [**][**] [**] [**] [**] [**][**] [**] [**][**] [**]



[**] [**] [**] [**] [**] [**] [**] [**] [**] [**][**] [**] [**][**] [**] [**][**] [**] [**][**] [**] [**] [**] [**][**] [**] [**] [**] [**]

[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**][**] [**] [**][**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**][**] [**] [**] [**] [**] [**] [**][**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**][**] [**] [**]

[**] [**]



SCHEDULE E

TRANSITION WORK PLAN

[**]


SCHEDULE E TO ADDENDUM NO. 1 TO AMENDED AND RESTATED SERVICES AGREEMENT

Exhibit 31.1

Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adoptedpursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Joseph Flanagan, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of R1 RCM Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant andhave:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness ofthe disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, theregistrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant'sauditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likelyto adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.

Date: May 10, 2018

/s/ Joseph Flanagan Joseph FlanaganPresident and Chief Executive Officer(Principal Executive Officer)

Exhibit 31.2

Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adoptedpursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Christopher Ricaurte, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of R1 RCM Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant andhave:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness ofthe disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, theregistrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant'sauditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likelyto adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.

Date: May 10, 2018

/s/ Christopher Ricaurte Christopher RicaurteTreasurer and Chief Financial Officer(Principal Financial Officer)

Exhibit 32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adoptedpursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of R1 RCM Inc. (the “Company”) for the period ended March 31, 2018 as filed with the Securitiesand Exchange Commission on or about the date hereof (the “Report”), the undersigned, Joseph Flanagan, President and Chief Executive Officer of the Company,hereby certifies, pursuant to 18 U.S.C. Section 1350, that:

1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 10, 2018

/s/ Joseph Flanagan Joseph FlanaganPresident and Chief Executive Officer(Principal Executive Officer)

Exhibit 32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adoptedpursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of R1 RCM Inc. (the “Company”) for the period ended March 31, 2018 as filed with the Securitiesand Exchange Commission on or about the date hereof (the “Report”), the undersigned, Christopher Ricaurte, Chief Financial Officer and Treasurer of theCompany, hereby certifies, pursuant to 18 U.S.C. Section 1350, that:

1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 10, 2018

/s/ Christopher Ricaurte Christopher RicaurteTreasurer and Chief Financial Officer(Principal Financial Officer)