Case 1:22-cv-00481-CJN Document 1 Filed 02/24/22 Page 1 of 45
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`IN THE UNITED STATES DISTRICT COURT
`FOR THE DISTRICT OF COLUMBIA
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`UNITED STATES OF AMERICA
`U.S. Department of Justice
`Antitrust Division
`450 Fifth Street, NW, Suite 4100
`Washington, DC 20530,
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`STATE OF MINNESOTA
`445 Minnesota Street, Suite 1400
`St. Paul, Minnesota 55101-2131,
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`and
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`STATE OF NEW YORK
`28 Liberty Street
`New York, NY 10005,
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`
`
`Plaintiffs,
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` v.
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`UNITEDHEALTH GROUP INCORPORATED
`9900 Bren Road East
`Minnetonka, MN 55343,
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`and
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`CHANGE HEALTHCARE INC.
`3055 Lebanon Pike
`Nashville, TN 37214,
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`Defendants.
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`COMPLAINT
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`UnitedHealth Group (United), which owns the largest health insurer in the United States,
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`proposes to acquire Change Healthcare (Change), the leading source of key technologies that
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`Case 1:22-cv-00481-CJN Document 1 Filed 02/24/22 Page 2 of 45
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`United’s health insurance rivals rely on to compete with United. By ensuring accuracy, avoiding
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`overpayments, and reducing administrative waste, Change’s technologies save United’s rivals
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`tens of billions of dollars each year and reduce healthcare costs for American families. Through
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`these technologies, Change also has access to vast amounts of competitively sensitive data about
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`United’s rivals—data that reveals how their plans are designed and how they calculate payments
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`to providers, for example—and holds “unfettered” rights to use much of this information. United
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`is keenly aware of Change’s data rights; its former CEO viewed acquisition of these rights as an
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`essential reason for the acquisition of Change. Indeed, United recognized that it could use this
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`data to extract intelligence about its health insurance rivals, despite acknowledging that this
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`would trigger “Payer and provider sensitivity and competitive concerns.” Tellingly, while United
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`has long coveted its rivals’ claims data, it has gone to great lengths to safeguard its own claims
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`data from competitors, recognizing that “someone specifically going out and getting all of that
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`information” on “how the plans work” is “not a good thing from a competitive standpoint.”
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`Because Change’s products are so widely used, including by many healthcare providers,
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`United’s health insurance rivals would not be able to prevent their data from being routed
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`through Change post-transaction. Therefore, United’s proposed acquisition of Change, with its
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`rivals’ competitively sensitive data, would allow United to co-opt its rival insurers’ innovations
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`and their competitive strategies and reduce their incentives to pursue those innovations and
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`strategies in the first place. The proposed acquisition would also allow United to use its control
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`over Change’s technologies to disadvantage its health insurance rivals by raising their costs and
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`denying or delaying their access to innovations and quality improvements to products and
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`services supplied by Change.
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`Case 1:22-cv-00481-CJN Document 1 Filed 02/24/22 Page 3 of 45
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`Ultimately, this substantial lessening of competition would result in higher cost, lower
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`quality, and less innovative commercial health insurance for employers, employees, and their
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`families.
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`TABLE OF CONTENTS
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`I.
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`II.
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`INTRODUCTION............................................................................................................. 4
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`DEFENDANTS AND THE PROPOSED TRANSACTION ....................................... 10
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`III.
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`BACKGROUND ............................................................................................................. 13
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`A. COMMERCIAL HEALTH INSURANCE ................................................................................... 13
`B. OVERVIEW OF CLAIMS SUBMISSION AND EDI CLEARINGHOUSES ...................................... 14
`C. OVERVIEW OF CLAIMS EDITING SOLUTIONS ...................................................................... 20
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`IV. RELEVANT MARKETS ............................................................................................... 23
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`A. THE SALE OF FIRST-PASS CLAIMS EDITING SOLUTIONS IN THE UNITED STATES IS A
`RELEVANT MARKET .......................................................................................................... 23
`B. THE SALE OF COMMERCIAL HEALTH INSURANCE TO NATIONAL ACCOUNTS IN THE UNITED
`STATES IS A RELEVANT MARKET....................................................................................... 24
`C. THE SALE OF COMMERCIAL HEALTH INSURANCE TO LARGE GROUP EMPLOYERS IN
`VARIOUS LOCAL MARKETS IS A RELEVANT MARKET ....................................................... 26
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`V.
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`ANTICOMPETITIVE EFFECTS ................................................................................. 28
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`A. THE PROPOSED TRANSACTION WOULD LIKELY SUBSTANTIALLY REDUCE COMPETITION IN
`THE RELEVANT HEALTH INSURANCE MARKETS BY GIVING UNITED ACCESS TO ITS RIVALS’
`COMPETITIVELY SENSITIVE INFORMATION ........................................................................ 29
`B. THE PROPOSED TRANSACTION IS LIKELY TO SUBSTANTIALLY REDUCE COMPETITION IN
`THE RELEVANT HEALTH INSURANCE MARKETS BY GIVING UNITED THE ABILITY AND
`INCENTIVE TO RAISE ITS RIVALS’ COSTS ........................................................................... 34
`C. THE PROPOSED TRANSACTION WOULD LIKELY SUBSTANTIALLY LESSEN COMPETITION
`AND TEND TO CREATE A MONOPOLY IN FIRST-PASS CLAIMS EDITING SOLUTIONS ........... 37
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`VI.
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`THE MERGER SHOULD BE ENJOINED ................................................................. 38
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`VII. ABSENCE OF COUNTERVAILING FACTORS ...................................................... 38
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`VIII. JURISDICTION, VENUE, AND COMMERCE ......................................................... 40
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`IX. VIOLATIONS ALLEGED ............................................................................................ 41
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`REQUEST FOR RELIEF .............................................................................................. 42
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`X.
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`I.
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`INTRODUCTION
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`1.
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`Health insurance helps protect American families from the financial risks
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`associated with sickness and injury. It also facilitates access to the U.S. healthcare system,
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`thereby improving health outcomes and affecting the lives of hundreds of millions of people
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`living in the United States. Each year, Americans visit a doctor or hospital more than one billion
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`times and spend more than four trillion dollars on healthcare—almost one-fifth of the U.S. gross
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`domestic product. Roughly 155 million people, or almost half of all Americans, get their health
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`insurance through an employer. Employers count on competition between health insurers to
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`provide affordable, high quality, and innovative health plans to meet the needs of employees and
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`their families. United’s proposed acquisition of Change threatens this competition.
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`2.
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`United is a behemoth in the healthcare industry. A serial acquirer that has
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`purchased more than 35 healthcare companies over the last 10 years, United operates, among
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`other things: the largest health insurance company in the United States; a large network of
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`physician groups, outpatient surgical centers, and other healthcare providers, including over
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`53,000 physicians across 15 states; a pharmacy benefit manager (PBM) that handles over a
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`billion prescriptions every year; and a healthcare technology business that facilitates, among
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`other things, the transmission, analysis, and review of health insurance claims.
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`3.
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`Change is the leading independent supplier of technologies used by healthcare
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`providers to submit health insurance claims, and by health insurance companies to evaluate and
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`process these claims. It is not owned by any healthcare provider or health insurer. Change
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`operates the nation’s largest electronic data interchange (EDI) clearinghouse, which transmits
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`data between healthcare providers and insurers, allowing them to exchange insurance claims,
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`remittances, and other healthcare-related transactions. The claims and remittances are referred to
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`Case 1:22-cv-00481-CJN Document 1 Filed 02/24/22 Page 5 of 45
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`as “claims data.” The claims data shows, among other things, the treatment an individual
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`receives and the insurance coverage that they have, and provides a window into the inner
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`workings of the health insurers and their plans. Change also sells a license to its separate state-
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`of-the-art claims editing technology that enables health insurers to process, in real time, millions
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`of healthcare claims each day to ensure compliance with their health insurance policies.
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`4.
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`Nearly all of United’s major health insurance rivals rely on Change’s EDI
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`clearinghouse and claims editing technology to compete with United’s commanding health
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`insurance business, and they have leveraged these tools to save billions of dollars each year.
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`Change’s technologies are critical tools that allow United’s health insurance rivals to keep
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`healthcare costs down for their members and pay providers’ claims quickly so they can compete
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`more effectively with United and one another for health insurance customers.
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`5.
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`Change is the leading independent provider of technology used to transmit and
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`review health insurance claims. As Change told analysts in 2019 “the SCALE, size,
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`and independence of our business is a competitive advantage.” It has access to a vast trove of
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`competitively sensitive claims data that flows through its EDI clearinghouse—over a decade’s
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`worth of historic data as well as billions of new claims each year. According to United, 50
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`percent of all medical claims in the United States pass through Change’s EDI clearinghouse.
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`Change’s self-described “pervasive network connectivity,” including approximately “900,000
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`physicians, 118,000 dentists, 33,000 pharmacies, 5,500 hospitals and 600 laboratories,” means
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`that even when United’s health insurer rivals choose not to be a Change customer, health insurers
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`have no choice but to have their claims data pass through Change’s EDI clearinghouse. Not only
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`does Change process vast amounts of competitively sensitive claims data, but it also has secured
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`“unfettered” rights to use over 60 percent of this data for its own business purposes including, for
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`example, using claims data for healthcare analytics. Additionally, through its claims editing
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`product, Change has access to the proprietary plan and payment rules for all of United’s most
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`significant health insurance competitors.
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`6.
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`Change has access to claims data and health insurers’ proprietary plan and
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`payment rules. Health insurers consider this information to be competitively sensitive. This data
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`is especially valuable because it can be used to understand how an insurer designs its plans for
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`particular employers, and glean insights into the plans’ payment and operational rules.
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`7.
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`United operates its own EDI clearinghouse and offers a competing claims editing
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`technology through OptumInsight, its healthcare technology business. But United’s major rival
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`health insurers rely on Change for its innovative, high-quality products, including claims editing
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`technology and EDI clearinghouse, avoiding United’s claims editing and clearinghouse products
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`to protect their competitively sensitive data from their largest rival. United is well aware of its
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`rivals’ reluctance to use United’s EDI clearinghouse and claims editing products. OptumInsight
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`euphemistically refers to this reluctance as the “‘U’-factor,”—a reference to United’s insurance
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`business. An internal strategy document discussing the competitive perception of OptumInsight’s
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`claims editor put it bluntly: “health plans don’t typically want to go with Optum because Optum
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`is a competitor.”
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`8.
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`United, for its part, actively avoids placing its own competitively sensitive claims
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`data in the hands of its actual or potential health insurance competitors. United requires its
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`business units to limit the disclosure of data outside of United “to the minimum necessary.” And
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`its internal policies reflect the competitive importance of claims data to UnitedHealthcare
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`(United’s health insurance business) and to the commercial health insurance industry generally.
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`For example, United will not permit its business units to license claims data to a third-party
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`unless it is justified “as being in the best interests of the Enterprise [United] (taking into account
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`all business segments).” United also restricts data licenses to third-parties if they are “primarily
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`for the benefit of a significant competitor.” United implements these policies to protect its
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`financial interests.
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`9.
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`Although it carefully safeguards its own claims data, United covets its rivals’
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`claims data and has long sought to acquire Change for this reason. United executives repeatedly
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`expressed in ordinary course business documents that a purchase of Change was motivated by
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`the desire to acquire Change’s access to claims data. For example, in evaluating whether to
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`acquire Change, the “primary question” from United’s then-CEO concerned Change’s “data
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`rights.” He viewed Change’s rights to proprietary claims data as “the foundation” to the business
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`case for acquiring Change. United’s consultants from McKinsey & Company (McKinsey)
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`confirmed Change’s extensive rights to claims data, reporting that Change “connects to over
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`70% of all payers, providers, pharmacies, and physician organizations”; it enjoys the “broadest
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`and deepest datasets in several categories”; and it “has unrestricted access under HIPAA
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`guidelines.” McKinsey also pointed to Change’s “High volume of claims,” “Breadth across
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`multiple networks,” and “Direct customer contracts” as particularly advantageous.
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`10.
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`United saw similar advantages to acquiring Change’s claims editing technology.
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`An early United analysis of the deal shows that it understood that by acquiring Change it would
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`gain access to the proprietary plan and payment rules of rival health insurers, specifically the
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`“claim edits of a large number of non-UHC payers (Humana, Anthem, Aetna, Cigna, Blues).”
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`11.
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`United’s proposed $13 billion acquisition of Change would fundamentally alter
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`the health insurance industry, reducing its competitiveness. Unless enjoined, the proposed
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`transaction would give United access to and control of sensitive business information about its
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`health insurance rivals. In particular, United would gain unprecedented access to a vast trove of
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`its health insurance rivals’ competitively sensitive claims data through Change’s secondary-use
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`rights, something United wants but has not attained previously. By acquiring Change, United
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`will have the ability to diminish competition in the health insurance industry by applying
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`machine learning to rival insurers’ claims data, stealing rival insurers’ best ideas, and reducing
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`its rivals’ incentives to innovate, among other things. Such competitive harm, including harm to
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`innovation, reduces the American public’s access to high-quality, affordable health insurance
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`plans that meet their healthcare needs.
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`12.
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`Post-transaction, United also would have a strong incentive to use this data to
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`weaken its health insurance rivals’ competitiveness. The competitive insights that United would
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`obtain by acquiring Change would allow United to slow its rivals’ innovations, reverse-engineer
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`its rivals’ proprietary plan and payment rules, preempt their competitive strategies, and compete
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`less vigorously for certain customers by understanding which employer groups pose more risk
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`and have higher costs of treatment. This course would prove profitable to United while harming
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`competition.
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`13.
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`United’s own deal documents validate these concerns. For example, in conducting
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`due diligence on the deal for United, McKinsey concluded that United could “Utilize
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`transactions intelligence (i.e., clinical utilization) from multiple [healthcare] providers / payers to
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`optimize benefit design” for its own health insurance business. In later documents, United’s deal
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`team reiterated this point and observed that United could use Change’s “multipayer claims data
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`to track procedure pricing,” acknowledging the antitrust risk with this opportunity by stating that
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`United would likely need to “closely assess antitrust concerns on use/sharing of pricing
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`information.”
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`14.
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`United’s proposed acquisition of Change also would allow United to use its
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`control over Change’s technologies to disadvantage its health insurance rivals by raising their
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`costs and reducing or withholding quality improvements and innovations from rivals that rely on
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`Change’s technologies. For example, Change sees potential value to incorporating certain claims
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`editing functionality into its EDI clearinghouse. If United acquires Change, it would have a
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`powerful incentive to deny such innovations to its health insurance rivals, depriving them of
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`Change’s technologies, as part of a strategy to disadvantage its health insurance rivals and
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`expand its already large base of health insurance customers. Even modest increases in the
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`number of customers, or members, have big implications for a health insurer’s profitability.
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`According to United, gaining 100,000 new health plan enrollees means tens of millions of dollars
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`in profits for United. For these reasons, this transaction violates Section 7 of the Clayton Act
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`because it may likely substantially lessen competition in the market for the sale of commercial
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`health insurance to national accounts and large group employers.
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`15.
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`United’s proposed acquisition of Change also would eliminate significant head-
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`to-head competition between United and Change to supply first-pass claims editing solutions,
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`which are software and services health insurers use to help adjudicate claims. Today, United and
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`Change compete to supply first-pass claims editing solutions to health insurers. As the United
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`pricing team explained, “[Change] is our big competitor for this product. We have been
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`approving 20%-25% discounts consistently when [Change] is in the mix.” But United’s proposed
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`acquisition of Change would give United over 75 percent share of the market for first-pass
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`claims editing solutions and eliminate this competition, leaving insurers at the mercy of a
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`vertically integrated monopolist that has every incentive to raise prices and reduce quality and
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`innovation. This transaction violates Section 7 of the Clayton Act because it tends to create a
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`monopoly in the market for the sale of first-pass claims editing solutions.
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`16.
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`In sum, by placing Change’s EDI clearinghouse and first-pass claims editing
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`tools, including the accompanying competitively sensitive data, in United’s hands, United’s
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`acquisition of Change is likely to substantially lessen competition in the markets for commercial
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`health insurance and claims editing solutions. The proposed acquisition threatens to reduce
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`competition among U.S. commercial health insurers, thereby harming health insurance
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`customers (employers) and their individual members, all of whom rely on competition between
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`United and its rivals to keep healthcare affordable. For the reasons set forth below, United’s
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`proposed acquisition of Change is unlawful and must be stopped.
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`II.
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`DEFENDANTS AND THE PROPOSED TRANSACTION
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`UnitedHealth Group and its Subsidiaries
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`17.
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`United is one of the ten largest companies by revenue in the United States. Today,
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`United is a vertically integrated healthcare enterprise with a portfolio of wholly owned
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`subsidiaries comprising a massive healthcare ecosystem. These subsidiaries include, but are not
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`limited to: (a) the largest U.S. health insurer, UnitedHealthcare; (b) one of the largest PBMs,
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`OptumRx; (c) a significant provider network, Optum Health; and (d) an advanced healthcare
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`technology business, OptumInsight. United generated $288 billion in revenue in 2021. It is
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`headquartered in Minnetonka, Minnesota and incorporated under Delaware law.
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`18.
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`UnitedHealthcare is the largest commercial health insurer in the United States. It
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`provides health insurance to employers in all 50 states and the District of Columbia. In 2021,
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`UnitedHealthcare recorded $223 billion in revenue. That same year, UnitedHealthcare’s national
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`accounts and large group employer commercial health insurance plans had about 23 million
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`members and generated an estimated $31 billion in revenue.
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`19.
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`United’s OptumRx subsidiary markets itself as “one of the three largest
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`participants in the pharmacy benefit management (PBM) sector.” In 2021, it filled 1.4 billion
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`prescriptions. In 2021, OptumRx generated $91 billion in revenue.
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`20.
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`United’s Optum Health subsidiary employs or manages healthcare providers,
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`mostly focused on primary care. Optum Health’s network included 53,000 providers serving
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`over 19 million individuals in 2021, and it continues to grow through the acquisition of physician
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`groups. In 2021, Optum Health generated approximately $54 billion in revenue.
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`21.
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`United’s OptumInsight subsidiary provides healthcare analytics, technology, and
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`services. OptumInsight supplies many of UnitedHealthcare’s healthcare technology needs. In
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`2021, OptumInsight generated $12 billion in revenue, the majority of which was from products
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`and services sold to UnitedHealthcare.
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`22.
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`United’s OptumInsight subsidiary sells a first-pass claims editing solution called
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`Claims Edit System (CES) that is used by UnitedHealthcare as well as some small and midsize
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`insurers. United’s major health insurance competitors in the markets for large group employers
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`and national accounts generally do not use CES, because they do not want to expose their
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`proprietary plan and payment rules to a United-owned company. OptumInsight also has an EDI
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`clearinghouse that primarily processes insurance claims and other transactions for
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`UnitedHealthcare. OptumInsight’s EDI clearinghouse is UnitedHealthcare’s managed gateway,
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`meaning it is the exclusive EDI clearinghouse through which UnitedHealthcare accepts claims.
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`Change Healthcare
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`23.
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`Change is a leading independent healthcare technology company. It provides
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`healthcare analytics, software, services, and data to providers, insurers, and other software and
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`services firms in the healthcare industry. Change markets itself as a valuable partner for insurers,
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`working together “hand-in-glove” to innovate and problem-solve. In a 2021 filing with the
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`Securities and Exchange Commission, Change stated that it provides “collaborative benefits of a
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`mission-critical partner to the healthcare industry” and offers a “consistent track record of
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`innovation.” In 2021, Change generated $3.4 billion in revenue. Change is headquartered in
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`Nashville, Tennessee and incorporated under Delaware law.
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`24.
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`Change sells the market-leading first-pass claims editing solution, called
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`ClaimsXten. Health insurers have realized a collective $12 billion in savings per year from using
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`ClaimsXten.
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`25.
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`Change also operates the nation’s largest EDI clearinghouse, which connects
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`approximately 5,500 hospitals, 900,000 physicians, and 2,400 government and commercial
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`health insurers. Change’s internal business documents recognize that it “offers the largest
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`medical EDI network in the U.S.” and that “over two-thirds of transactions are managed by our
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`clearinghouse solutions.” In light of its vital technology, Change has concluded that the
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`“healthcare system, and how payers and providers interact and transact, would not work without
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`Change Healthcare.” Change captures the claims data that flows through its EDI clearinghouse,
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`and maintains data going back to 2012 representing 211 million unique patients covered by many
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`different health insurers.
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`Case 1:22-cv-00481-CJN Document 1 Filed 02/24/22 Page 13 of 45
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`The Proposed Transaction
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`26.
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`United has considered an acquisition of Change for many years. As early as 2015,
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`United recognized that “All Paths Lead to [Change].” On January 5, 2021, United agreed to
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`acquire Change for approximately $13 billion (the Proposed Transaction). At the same time as
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`they agreed to the Proposed Transaction, United and Change entered into a side agreement,
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`requiring United to immediately increase its purchases of products and services from Change,
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`ensuring that even if this transaction fails to proceed, United will pay Change approximately $60
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`million more per year than it did before the agreement was signed.
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`III. BACKGROUND
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`Commercial Health Insurance
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`Most Americans obtain commercial health insurance from their employers,
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`A.
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`27.
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`which contract with health insurers to offer health insurance plans to their employees.
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`Employees, and their covered spouses and dependents, that receive health insurance through an
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`insurer’s plan are called the health insurer’s members.
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`28.
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`Health insurers routinely categorize employer-customers based on the
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`employer’s number of employees. In the vast majority of U.S. states, “large group” insurance is
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`health insurance that is sold to employers with more than 50 employees (under the laws of four
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`states, the threshold for large group insurance is employers with more than 100 employees).
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`Within large group employers, insurers recognize a subset of the largest employers, those with
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`employees spread across more than one state, as “national accounts.”
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`29. When selling commercial health insurance to national accounts and large group
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`employers, health insurers compete on many factors, such as price, cost containment, claims
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`adjudication (including claims editing and processing speed), clinical programs, customer
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`service, care management, wellness programs, and reputation. Insurers also compete on the
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`Case 1:22-cv-00481-CJN Document 1 Filed 02/24/22 Page 14 of 45
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`breadth and quality of their network of healthcare providers, including doctors and hospitals,
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`because most people seek medical care close to where they live or work.
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`30.
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`UnitedHealthcare is the nation’s largest commercial health insurer. It has the
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`largest market share among national accounts, covering approximately one out of every five
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`Americans insured through a national accounts employer. It is also one of the largest health
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`insurers serving large group employers in many local markets throughout the United States.
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`B.
`
`Overview of Claims Submission and EDI Clearinghouses
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`1.
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`Claims Data and EDI Clearinghouses
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`31.
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`EDI clearinghouses enable providers and health insurers to transmit claims data
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`electronically. EDI clearinghouses are sometimes described as the data “pipes” that connect
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`providers and insurers.
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`32.
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`Claims processing typically involves a series of data transmissions between
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`providers and health insurers. When an insured individual goes to a healthcare provider to
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`receive care, the provider will generally first confirm the individual’s health insurance coverage
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`by sending an eligibility inquiry to the insurer. Once the insurer verifies the individual’s
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`insurance policy, the provider treats the individual (the patient) and then submits a medical claim
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`to the insurer to receive payment. The claim contains information about the treatment, including
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`the facility where the patient was treated, the patient’s diagnosis, the services provided, and the
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`provider’s charge for the service.
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`33.
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`Upon receipt, the health insurer “adjudicates the claim” and determines what
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`services are covered by applying its claims editing process. The claims editing process uses
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`software to review the claim against the provider’s contract with the insurer, clinical guidelines,
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`and the patient’s health plan policies to determine whether to accept the claim. If the health
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`insurer accepts the claim, it determines the amount it will pay and sends the provider a
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`remittance.
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`34.
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`Each of the foregoing transactions is typically transmitted via an EDI
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`clearinghouse, as depicted below:
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`35.
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`Historically, providers and health insurers used paper claims, faxes, and phone
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`calls to communicate about eligibility, claims, and remittances. This approach was time
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`consuming, error prone, labor intensive, and costly. Large national health insurers receive
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`millions of claims every day, making it infeasible for most insurers to rely on paper claims
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`
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`submissions.
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`36.
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`EDI clearinghouses eliminate the high costs and delays of paper claims and
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`telephone calls. They significantly reduce the time it takes health insurers to receive claims and
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`Case 1:22-cv-00481-CJN Document 1 Filed 02/24/22 Page 16 of 45
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`send remittances, leading to faster reimbursement for providers. Today, over 95 percent of all
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`medical claims are transmitted electronically through EDI clearinghouses.
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`37.
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`Healthcare providers often use a single EDI clearinghouse that is integrated with
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`the provider’s other software, such as claims management, billing, or electronic health records
`
`software. Providers want their claims to be transmitted quickly and accurately to health insurers.
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`A provider can sometimes connect directly to an insurer, without using an EDI clearinghouse.
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`Because most providers submit claims to multiple insurers, however, establishing a direct
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`connection with each insurer is less efficient and imposes more administrative burden than using
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`a single EDI clearinghouse to submit claims to all insurers.
`
`38.
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`Some health insurers use a single clearinghouse as a “managed gateway” that
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`serves as the exclusive access point through which all of an insurer’s claims data must pass.
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`Other insurers establish relationships with multiple EDI clearinghouses. Health insurers want
`
`their EDI clearinghouse(s) to transmit data in a cost-effective manner and to give providers a
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`quick and seamless exchange of claims data.
`
`39. When a provider’s EDI clearinghouse is not directly connected with a patient’s
`
`health insurer, claims data must flow through more than one EDI clearinghouse. The industry
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`Case 1:22-cv-00481-CJN Document 1 Filed 02/24/22 Page 17 of 45
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`calls this transmission between clearinghouses a “hop.” United depicted how hops occur, and the
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`difficulties of disintermediating Change’s EDI clearinghouse, in an internal document:
`
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`Each EDI clearinghouse through which claims data passes has access to all of the
`
`40.
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`information contained in the claims data. To use that data, a clearinghouse must have
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`“secondary-use” data rights. A clearinghouse can obtain secondary-use rights from either the
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`health insurer or provider. The data can then be analyzed to learn about an insurer’s plan and
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`policy design, the costs of claims it pays, its provider network, and its proprietary payment rules.
`
`2.
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`Change’s EDI Clearinghouse Has Unmatched Breadth, Providing a Vital
`Avenue for Transmission of Health Insurers’ Claims and Claims Data to
`Providers
`
`41.
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`Change operates the largest EDI clearinghouse in the nation, transmitting over 14
`
`billion total transactions (medical and other) through its EDI clearinghouse every year.
`
`According to United, over 50 percent of U.S. medical claims pass through (or touch) Change’s
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`EDI clearinghouse, making it a vital link between providers and insurers. In 2019, Change told
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`potential investors that the “Change Healthcare network is by far the broadest and deepest
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`network in the country.” In that same presentation, Change explained that it achieves “flywheel
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`effects” through its scale and data, creating compounding value.
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