Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 24, 2020

 

 

Change Healthcare Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-38961   82-2152098

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

3055 Lebanon Pike, Suite 1000

Nashville, Tennessee 37214

(Address of Principal Executive Offices) (Zip Code)

(615) 932-3000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.001 per share   CHNG   The Nasdaq Stock Market LLC
6.00% Tangible Equity Units   CHNGU   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

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

 

 

 


Item 7.01

Regulation FD Disclosure.

Representatives of Change Healthcare Inc. (the “Company”) will use the attached presentation in various meetings with analysts and investors regarding the Company and its business in connection with the previously announced exchange offer of McKesson Corporation (“McKesson”) relating to the separation of PF2 SpinCo, Inc. (“SpinCo”), a Delaware corporation and a wholly owned subsidiary of McKesson Corporation, from McKesson and the merger of SpinCo and the Company. A copy of the presentation is attached hereto as Exhibit 99.1.

The information contained in this Item 7.01 to the Company’s Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed filed for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in any such filing.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

  

Description

99.1    Investor Presentation dated February 24, 2020.


Forward-Looking Statements

This communication contains certain statements about McKesson, SpinCo and the Company that are “forward-looking statements” within the meaning of Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. These matters involve risks and uncertainties as discussed in the registration statement on form S-4 and S-1 filed by SpinCo in connection with the Transactions (as defined below) with the U.S. Securities and Exchange Commission (the “SEC”) (File No. 333-236236) and the registration statement on Form S-4 filed by the Company in connection with the Transactions with the SEC (File No. 333-236234), as well as McKesson’s and the Company’s respective periodic reports on Form 10-K and Form 10-Q and current reports on Form 8-K, filed from time to time with the SEC. The forward-looking statements contained in this communication may include statements about the expected effects on McKesson, SpinCo and the Company of the separation of SpinCo from McKesson and the merger of SpinCo with and into the Company (collectively, the “Transactions”); the anticipated benefits of the Transactions and McKesson’s, SpinCo’s and the Company’s anticipated financial results; and also include all other statements in this communication that are not historical facts. Without limitation, any statements preceded or followed by or that include the words “targets,” “plans,” “believes,” “expects,” “intends,” “will,” “likely,” “may,” “anticipates,” “estimates,” “projects,” “should,” “would,” “could,” “positioned,” “strategy,” “future,” or words, phrases, or terms of similar substance or the negative thereof, are forward-looking statements. These statements are based on the current expectations of the management of McKesson, SpinCo and the Company (as the case may be) and are subject to uncertainty and to changes in circumstances and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. In addition, these statements are based on a number of assumptions that are subject to change. Such risks, uncertainties and assumptions include, but are not limited to: changes in the healthcare industry and regulatory environment; fluctuations in foreign currency exchange rates; material adverse resolution of pending legal proceedings, including those related to the distribution of controlled substances; cyberattack, natural disaster, or malfunction of sophisticated internal computer systems to perform as designed; the potential inadequacy of insurance to cover property loss or liability claims; the satisfaction of the conditions to the Transactions, including the declaration by the SEC that the registration statements referred to above have become effective, and other risks related to the completion of the Transactions and actions related thereto; McKesson’s and the Company’s ability to complete the Transactions on the anticipated terms and schedule; the anticipated tax treatment of the Transactions and related transactions; the expansion and growth of the Company’s operations; ongoing risks related to the price or trading volume of the Company’s common stock; failure to pay dividends to holders of the McKesson’s or the Company’s common stock; impairment charges for goodwill; and the risk that disruptions from the Transactions will harm McKesson’s, SpinCo’s or the Company’s businesses. However, it is not possible to predict or identify all such factors. Consequently, while the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Forward-looking statements included herein are made as of the date hereof, and none of McKesson, SpinCo or the Company undertakes any obligation to update publicly such statements to reflect subsequent events or circumstances.

Important Notices and Additional Information

In connection with the Transactions, McKesson has filed with the SEC a Schedule TO with respect to the exchange offer, SpinCo has filed with the SEC a registration statement on Form S-4 and Form S-1 containing a prospectus of SpinCo relating to the exchange offer, and the Company has filed with the SEC a registration statement on Form S-4 relating to the Transactions. These registration statements have not yet become effective. The securities offered pursuant to the registration statements may not be sold, nor may offers to buy be accepted, prior to the time the registration statements become effective. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE DOCUMENTS AND ANY AMENDMENTS TO THESE DOCUMENTS WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT MCKESSON, SPINCO AND THE COMPANY AND THE TRANSACTIONS. Investors and security holders may obtain these materials and other documents filed with the SEC free of charge at the SEC’s website, www.sec.gov. In addition, copies of these materials may be obtained free of charge by accessing McKesson’s website at www.mckesson.com, or from the Company by accessing the Company’s website at www.changehealthcare.com.


To obtain copies of the exchange offer prospectus and related documents, or for questions about the exchange offer or how to participate, please visit the website that McKesson will maintain for the exchange offer at www.dfking.com/McKesson or contact the information agent, D.F. King & Co., at 1-866-304-5477 (toll-free in the United States) and 1-212-269-5550 (outside of the United States).

None of McKesson, SpinCo, the Company or their respective directors or officers makes any recommendation as to whether any McKesson stockholder should participate in the exchange offer. This communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

CHANGE HEALTHCARE INC.

By:

 

/s/ Loretta A. Cecil

  Name:  

Loretta A. Cecil

  Title:  

Executive Vice President,

General Counsel

Date: February 24, 2020

EX-99.1

Exhibit 99.1 Inspiring a Better Healthcare System Roadshow Presentation © © 20 2020 20 C Cha hange nge H He ea allt thc hca are re LLC LLC a and nd/ /or or on one e of of iit ts s su sub bsi sidi dia ar riie es. s. A Allll R Riight ghts s R Re ese serv rve ed. d. Exhibit 99.1 Inspiring a Better Healthcare System Roadshow Presentation © © 20 2020 20 C Cha hange nge H He ea allt thc hca are re LLC LLC a and nd/ /or or on one e of of iit ts s su sub bsi sidi dia ar riie es. s. A Allll R Riight ghts s R Re ese serv rve ed. d.


Legal CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS: This presentation may contain certain statements about McKesson Corporation (“McKesson”), PF2 SpinCo, Inc. (“SpinCo”), Change Healthcare LLC (“Change Healthcare”) and Change Healthcare Inc. (“Change”) that are “forward-looking statements” within the meaning of Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. These matters involve risks and uncertainties as discussed in the registration statement on form S-4 and S-1 filed by SpinCo in connection with the Transactions with the SEC (File No. 333-236236) and the registration statement on Form S-4 filed by Change in connection with the Transactions with the SEC (File No. 333-236234), as well as in McKesson’s and Change’s respective periodic reports on Form 10-K and Form 10-Q and current reports on Form 8-K, filed from time to time with the U.S. Securities and Exchange Commission (“SEC”). The forward-looking statements contained in this document may include statements about the expected effects on McKesson, SpinCo and Change of the separation of SpinCo from McKesson and the merger of SpinCo with and into Change (collectively, the “Transactions”); the anticipated benefits of the Transactions and McKesson’s, SpinCo’s, Change Healthcare’s and Change’s anticipated financial results; and also include all other statements in this press release that are not historical facts. Without limitation, any statements preceded or followed by or that include the words “targets,” “plans,” “believes,” “expects,” “intends,” “will,” “likely,” “may,” “anticipates,” “estimates,” “projects,” “should,” “would,” “could,” “positioned,” “strategy,” “future,” or words, phrases, or terms of similar substance or the negative thereof, are forward-looking statements. These statements are based on the current expectations of the management of McKesson, SpinCo and Change (as the case may be) and are subject to uncertainty and to changes in circumstances and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. In addition, these statements are based on a number of assumptions that are subject to change. Such risks, uncertainties and assumptions include, but are not limited to: changes in the healthcare industry and regulatory environment; fluctuations in foreign currency exchange rates; material adverse resolution of pending legal proceedings, including those related to the distribution of controlled substances; cyberattack, natural disaster, or malfunction of sophisticated internal computer systems to perform as designed; the potential inadequacy of insurance to cover property loss or liability claims; the satisfaction of the conditions to the Transactions and other risks related to the completion of the Transactions and actions related thereto; McKesson’s and Change’s ability to complete the Transactions on the anticipated terms and schedule, including the declaration by the SEC that the registration statements referred to above are effective; the anticipated tax treatment of the Transactions and related transactions; the expansion and growth of Change’s operations; ongoing risks related to the price or trading volume of Change’s common stock; failure to pay dividends to holders of Change’s common stock; impairment charges for goodwill; and the risk that disruptions from the Transactions will harm McKesson’s, SpinCo’s, Change Healthcare’s or Change’s businesses. However, it is not possible to predict or identify all such factors. Consequently, while the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Forward-looking statements included herein are made as of the date hereof, and none of McKesson, SpinCo, Change Healthcare or Change undertakes any obligation to update publicly such statements to reflect subsequent events or circumstances. IMPORTANT NOTICES AND ADDITIONAL INFORMATION: In connection with the Transactions, McKesson has filed with the SEC a Schedule TO with respect to the exchange offer, SpinCo has filed with the SEC a registration statement on Form S-4 and Form S-1 containing a prospectus of SpinCo relating to the Transactions, and Change has filed with the SEC a registration statement on Form S-4 relating to the Transactions. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE DOCUMENTS AND ANY AMENDMENTS TO THESE DOCUMENTS WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT MCKESSON, SPINCO AND CHANGE AND THE TRANSACTIONS. Investors and security holders may obtain these materials and other documents filed with the SEC free of charge at the SEC’s website, www.sec.gov. In addition, copies of these materials, and other SEC filings by McKesson and Change, may be obtained free of charge by accessing McKesson’s website at www.mckesson.com, or from Change by accessing Change’s website at www.changehealthcare.com. To obtain copies of the exchange offer prospectus and related documents, or for questions about the exchange offer or how to participate, please visit the website that McKesson will maintain for the exchange offer at www.dfking.com/McKesson or contact the information agent, D.F. King & Co., at 1-866-304-5477 (toll-free in the United States) and 1-212-269-5550 (outside of the United States). None of McKesson, SpinCo, Change or their respective directors or officers makes any recommendation as to whether any McKesson stockholder should participate in the exchange offer. This communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. NON-GAAP MEASURES DISCLOSURE: This presentation includes certain financial measures of Change not presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”). These non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing Change’s financial results or position. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that the Company’s presentation of these measures may not be comparable to similarly-titled measures used by other companies. See slides 20-24 for reconciliations from the most directly comparable financial measures calculated in accordance with GAAP to the non-GAAP financial measures presented herein. ADOPTION OF NEW REVENUE RECOGNITION STANDARD: Change Healthcare adopted the new revenue recognition accounting standard Accounting Standards Codification ( ASC ) 606 effective April 1, 2019 on a modified retrospective basis. Financial results for reporting periods during fiscal year 2020 are presented in compliance with the new revenue recognition standard. Historical financial results for reporting periods prior to fiscal year 2020 are presented in conformity with the prior revenue recognition standard ASC 605. This presentation includes additional information to reconcile the impacts of the adoption of the new revenue recognition standard on the Company's financial results for the nine month period ended December 31, 2019. This includes the presentation of financial results during fiscal year 2019 under ASC 605 for comparison to the prior year. © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 2 Legal CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS: This presentation may contain certain statements about McKesson Corporation (“McKesson”), PF2 SpinCo, Inc. (“SpinCo”), Change Healthcare LLC (“Change Healthcare”) and Change Healthcare Inc. (“Change”) that are “forward-looking statements” within the meaning of Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. These matters involve risks and uncertainties as discussed in the registration statement on form S-4 and S-1 filed by SpinCo in connection with the Transactions with the SEC (File No. 333-236236) and the registration statement on Form S-4 filed by Change in connection with the Transactions with the SEC (File No. 333-236234), as well as in McKesson’s and Change’s respective periodic reports on Form 10-K and Form 10-Q and current reports on Form 8-K, filed from time to time with the U.S. Securities and Exchange Commission (“SEC”). The forward-looking statements contained in this document may include statements about the expected effects on McKesson, SpinCo and Change of the separation of SpinCo from McKesson and the merger of SpinCo with and into Change (collectively, the “Transactions”); the anticipated benefits of the Transactions and McKesson’s, SpinCo’s, Change Healthcare’s and Change’s anticipated financial results; and also include all other statements in this press release that are not historical facts. Without limitation, any statements preceded or followed by or that include the words “targets,” “plans,” “believes,” “expects,” “intends,” “will,” “likely,” “may,” “anticipates,” “estimates,” “projects,” “should,” “would,” “could,” “positioned,” “strategy,” “future,” or words, phrases, or terms of similar substance or the negative thereof, are forward-looking statements. These statements are based on the current expectations of the management of McKesson, SpinCo and Change (as the case may be) and are subject to uncertainty and to changes in circumstances and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. In addition, these statements are based on a number of assumptions that are subject to change. Such risks, uncertainties and assumptions include, but are not limited to: changes in the healthcare industry and regulatory environment; fluctuations in foreign currency exchange rates; material adverse resolution of pending legal proceedings, including those related to the distribution of controlled substances; cyberattack, natural disaster, or malfunction of sophisticated internal computer systems to perform as designed; the potential inadequacy of insurance to cover property loss or liability claims; the satisfaction of the conditions to the Transactions and other risks related to the completion of the Transactions and actions related thereto; McKesson’s and Change’s ability to complete the Transactions on the anticipated terms and schedule, including the declaration by the SEC that the registration statements referred to above are effective; the anticipated tax treatment of the Transactions and related transactions; the expansion and growth of Change’s operations; ongoing risks related to the price or trading volume of Change’s common stock; failure to pay dividends to holders of Change’s common stock; impairment charges for goodwill; and the risk that disruptions from the Transactions will harm McKesson’s, SpinCo’s, Change Healthcare’s or Change’s businesses. However, it is not possible to predict or identify all such factors. Consequently, while the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Forward-looking statements included herein are made as of the date hereof, and none of McKesson, SpinCo, Change Healthcare or Change undertakes any obligation to update publicly such statements to reflect subsequent events or circumstances. IMPORTANT NOTICES AND ADDITIONAL INFORMATION: In connection with the Transactions, McKesson has filed with the SEC a Schedule TO with respect to the exchange offer, SpinCo has filed with the SEC a registration statement on Form S-4 and Form S-1 containing a prospectus of SpinCo relating to the Transactions, and Change has filed with the SEC a registration statement on Form S-4 relating to the Transactions. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE DOCUMENTS AND ANY AMENDMENTS TO THESE DOCUMENTS WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT MCKESSON, SPINCO AND CHANGE AND THE TRANSACTIONS. Investors and security holders may obtain these materials and other documents filed with the SEC free of charge at the SEC’s website, www.sec.gov. In addition, copies of these materials, and other SEC filings by McKesson and Change, may be obtained free of charge by accessing McKesson’s website at www.mckesson.com, or from Change by accessing Change’s website at www.changehealthcare.com. To obtain copies of the exchange offer prospectus and related documents, or for questions about the exchange offer or how to participate, please visit the website that McKesson will maintain for the exchange offer at www.dfking.com/McKesson or contact the information agent, D.F. King & Co., at 1-866-304-5477 (toll-free in the United States) and 1-212-269-5550 (outside of the United States). None of McKesson, SpinCo, Change or their respective directors or officers makes any recommendation as to whether any McKesson stockholder should participate in the exchange offer. This communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. NON-GAAP MEASURES DISCLOSURE: This presentation includes certain financial measures of Change not presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”). These non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing Change’s financial results or position. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that the Company’s presentation of these measures may not be comparable to similarly-titled measures used by other companies. See slides 20-24 for reconciliations from the most directly comparable financial measures calculated in accordance with GAAP to the non-GAAP financial measures presented herein. ADOPTION OF NEW REVENUE RECOGNITION STANDARD: Change Healthcare adopted the new revenue recognition accounting standard Accounting Standards Codification ( ASC ) 606 effective April 1, 2019 on a modified retrospective basis. Financial results for reporting periods during fiscal year 2020 are presented in compliance with the new revenue recognition standard. Historical financial results for reporting periods prior to fiscal year 2020 are presented in conformity with the prior revenue recognition standard ASC 605. This presentation includes additional information to reconcile the impacts of the adoption of the new revenue recognition standard on the Company's financial results for the nine month period ended December 31, 2019. This includes the presentation of financial results during fiscal year 2019 under ASC 605 for comparison to the prior year. © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 2


Exchange Offer Summary Issuer: Change Healthcare Inc. (CHNG) Target Discount on CHNG 7% Upper Limit: 15% (based on 2/7/20 closing prices) rd th Averaging Period: March 3 – 5 th Expiration: March 9 NASDAQ / CHNG Exchange / Ticker: NYSE / MCK Minimum Condition: None © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 3 Exchange Offer Summary Issuer: Change Healthcare Inc. (CHNG) Target Discount on CHNG 7% Upper Limit: 15% (based on 2/7/20 closing prices) rd th Averaging Period: March 3 – 5 th Expiration: March 9 NASDAQ / CHNG Exchange / Ticker: NYSE / MCK Minimum Condition: None © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 3


Investment Highlights Leading Independent Healthcare Technology Company Providing Data and Analytics Driven Solutions For Payers, Providers and Consumers $3 Billion 31% $1 Trillion 88% 14 Billion 1 2 3 1,4 1 Revenue Adj. EBITDA Margin Market Opportunity Recurring Revenue Transactions Largest Independent Highly Diversified Increased Profitability Market Growing ~5-6% 30,000 Customers and 700 Healthcare IT Revenue per year Channel Partners Network Note: All numbers are approximate. Refer to slides 20-23 for GAAP to Non-GAAP reconciliations. 1 2 3 4 Based on FY 2019. Based on Q1-3 FY2020 Adjusted EBITDA. JAMA Study 10.7.19 - “Waste in the US Healthcare System.” Recurring revenue is revenue attributable to the ongoing use or subscription to a service or solution after an initial sale or renewal without additional selling efforts. © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 4 Investment Highlights Leading Independent Healthcare Technology Company Providing Data and Analytics Driven Solutions For Payers, Providers and Consumers $3 Billion 31% $1 Trillion 88% 14 Billion 1 2 3 1,4 1 Revenue Adj. EBITDA Margin Market Opportunity Recurring Revenue Transactions Largest Independent Highly Diversified Increased Profitability Market Growing ~5-6% 30,000 Customers and 700 Healthcare IT Revenue per year Channel Partners Network Note: All numbers are approximate. Refer to slides 20-23 for GAAP to Non-GAAP reconciliations. 1 2 3 4 Based on FY 2019. Based on Q1-3 FY2020 Adjusted EBITDA. JAMA Study 10.7.19 - “Waste in the US Healthcare System.” Recurring revenue is revenue attributable to the ongoing use or subscription to a service or solution after an initial sale or renewal without additional selling efforts. © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 4


Change Has Delivered on Key Objectives Since IPO ü ü 1 2 Delivering on Topline Growth Adj. EBITDA Margin Expansion Software & Network Technology +102bps 31.0 % Analytics Solutions Enabled Services 29.9 % 5.3% 5.0% 2.5% Driven by Payment Volume Growth New Customer Accuracy and Decision Across Network Wins Q1-3 FY2019 Q1-3 FY2020 Support ü ü 3 Continuing to Delever Ongoing Innovation Success with Next-Generation Enterprise Imaging (1.0) x On Track to Platform with Several Leading Health Systems Delever 0.5x / 5.7 x Year Accelerated Introduction of Multiple New Solutions: Charge Capture Advisor, CareSelect 4.7 x Imaging, All Payer Attachments, and Propensity to Deny Extend Customer Reach with Launch of API & Services Connection™ and AWS Data Exchange Q4 FY2019 Q3 FY2020 1 Note: Financials based on ASC 605 basis. Pro Forma for divestiture of Extended Care business. Refer to slides 20-23 for GAAP to Non-GAAP reconciliations. Revenue growth calculated from Q3 FY19 to Q3 FY20. Excludes ~$16m of planned contract eliminations in TES. 2 3 On an As-Reported basis. Based on Adjusted EBITDA as of December 31, 2019 in accordance with the Credit Agreement and $59 million of unrealized synergies. © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 5 Change Has Delivered on Key Objectives Since IPO ü ü 1 2 Delivering on Topline Growth Adj. EBITDA Margin Expansion Software & Network Technology +102bps 31.0 % Analytics Solutions Enabled Services 29.9 % 5.3% 5.0% 2.5% Driven by Payment Volume Growth New Customer Accuracy and Decision Across Network Wins Q1-3 FY2019 Q1-3 FY2020 Support ü ü 3 Continuing to Delever Ongoing Innovation Success with Next-Generation Enterprise Imaging (1.0) x On Track to Platform with Several Leading Health Systems Delever 0.5x / 5.7 x Year Accelerated Introduction of Multiple New Solutions: Charge Capture Advisor, CareSelect 4.7 x Imaging, All Payer Attachments, and Propensity to Deny Extend Customer Reach with Launch of API & Services Connection™ and AWS Data Exchange Q4 FY2019 Q3 FY2020 1 Note: Financials based on ASC 605 basis. Pro Forma for divestiture of Extended Care business. Refer to slides 20-23 for GAAP to Non-GAAP reconciliations. Revenue growth calculated from Q3 FY19 to Q3 FY20. Excludes ~$16m of planned contract eliminations in TES. 2 3 On an As-Reported basis. Based on Adjusted EBITDA as of December 31, 2019 in accordance with the Credit Agreement and $59 million of unrealized synergies. © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 5


Well Positioned to Capitalize on Industry Tailwinds Inspiring a Better Healthcare System Increasing Consumerism Consolidation and Vertical Growing Integration Government Influence Rise of Value- New Entrants & Based Care Competitors System Reducing Building a Focusing on Inefficiency healthcare’s connected outcomes for cost burden healthcare healthcare ecosystem stakeholders Increasing Emerging Regulation + Technology Compliance © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 6 Well Positioned to Capitalize on Industry Tailwinds Inspiring a Better Healthcare System Increasing Consumerism Consolidation and Vertical Growing Integration Government Influence Rise of Value- New Entrants & Based Care Competitors System Reducing Building a Focusing on Inefficiency healthcare’s connected outcomes for cost burden healthcare healthcare ecosystem stakeholders Increasing Emerging Regulation + Technology Compliance © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 6


Innovating From the Center of the Healthcare Ecosystem Technology Partner of Data and Connectivity Comprehensive Solutions Choice Well positioned at the center of Serving payers, providers, labs, 700 industry-leading partners to the healthcare ecosystem pharmacies, consumers, others drive innovation in healthcare Significant transaction volume Software & Analytics 14B transactions $1T in claims Network Solutions In-the-workflow connectivity Technology 5,500 hospitals Enabled Services 900,000 physicians Solutions powered by our Intelligent Healthcare Platform Note: All numbers are approximate. Statistics for FY 2019 or as of FYE 2019 as appropriate. © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 7 Innovating From the Center of the Healthcare Ecosystem Technology Partner of Data and Connectivity Comprehensive Solutions Choice Well positioned at the center of Serving payers, providers, labs, 700 industry-leading partners to the healthcare ecosystem pharmacies, consumers, others drive innovation in healthcare Significant transaction volume Software & Analytics 14B transactions $1T in claims Network Solutions In-the-workflow connectivity Technology 5,500 hospitals Enabled Services 900,000 physicians Solutions powered by our Intelligent Healthcare Platform Note: All numbers are approximate. Statistics for FY 2019 or as of FYE 2019 as appropriate. © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 7


Improving Outcomes Through Differentiated Solutions Enhance engagement & access Technology Software & Network Enabled Services: Analytics: Solutions: Improve clinical outcomes Services to support Solutions across Leverages our financial and revenue cycle, network to enable administrative payment accuracy, financial, management, value- clinical decision, administrative and based care, value-based clinical transactions, communication and payment, electronic payments, Improve financial payment engagement, and and provides clinical outcomes workflow and financial data analytics © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 8 Improving Outcomes Through Differentiated Solutions Enhance engagement & access Technology Software & Network Enabled Services: Analytics: Solutions: Improve clinical outcomes Services to support Solutions across Leverages our financial and revenue cycle, network to enable administrative payment accuracy, financial, management, value- clinical decision, administrative and based care, value-based clinical transactions, communication and payment, electronic payments, Improve financial payment engagement, and and provides clinical outcomes workflow and financial data analytics © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 8


Offering a Full Suite of Modular Integrated Solutions Comprehensive suite of solutions allows modular or enterprise delivery / sales Strategic leverage between solutions All solutions necessary to solve emerging issues - Change Healthcare is partner of choice Technology-Enabled Services Providers Payers Communication Revenue Cycle Value-Based Consulting and Payment Management Services Services Commercial Acute Software & Analytics Blue Cross Blue Ambulatory Shield Network & Risk Adjustment & Consumer Clinical Decision Revenue Cycle Imaging & Financial Quality Engagement Support Technology Clinical Workflow Management Performance Solutions Post Acute Medicare Intelligent Healthcare Network Labs Medicaid • One of the Largest • Enables a Broad Set • Data Platform with • Interoperable ü ü ü ü Financial and of Data and Modern Architecture Capabilities and Administrative Analytics Offerings User Experience Other Other Healthcare Network © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 9 Offering a Full Suite of Modular Integrated Solutions Comprehensive suite of solutions allows modular or enterprise delivery / sales Strategic leverage between solutions All solutions necessary to solve emerging issues - Change Healthcare is partner of choice Technology-Enabled Services Providers Payers Communication Revenue Cycle Value-Based Consulting and Payment Management Services Services Commercial Acute Software & Analytics Blue Cross Blue Ambulatory Shield Network & Risk Adjustment & Consumer Clinical Decision Revenue Cycle Imaging & Financial Quality Engagement Support Technology Clinical Workflow Management Performance Solutions Post Acute Medicare Intelligent Healthcare Network Labs Medicaid • One of the Largest • Enables a Broad Set • Data Platform with • Interoperable ü ü ü ü Financial and of Data and Modern Architecture Capabilities and Administrative Analytics Offerings User Experience Other Other Healthcare Network © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 9


Our Platform Delivers Unique Value for Payers, Providers and Consumers Provided Innovation & Differentiation Leads to More through Customers & APIs and • Coding Advisor Partners SaaS APIs • InterQual AutoReview ™ and Interoperable Solutions IQ Connect ™ Platform Technology for Healthcare Enabled Solutions • All Payer Digital Attachments • Claims Lifecycle AI/Denial Software and Management/Charge Analytics Capture Power of API’s • Growth Analytics Network Solutions Adds Creates • API & Services Connection ™ More Better Healthcare Analytics • Cloud Native Enterprise Data & Insights Imaging AI-enabled • Shop Book & Pay™ Significant Reach Across Healthcare 900,000 5,500 $1 Trillion 14 Billion 1 in 3 2,200 Physicians Hospitals Healthcare Claims Healthcare Transactions U.S. Patient Records Payer Connections Note: All numbers are approximate. Statistics for FY 2019 or as of FYE 2019 as appropriate. © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 10 Our Platform Delivers Unique Value for Payers, Providers and Consumers Provided Innovation & Differentiation Leads to More through Customers & APIs and • Coding Advisor Partners SaaS APIs • InterQual AutoReview ™ and Interoperable Solutions IQ Connect ™ Platform Technology for Healthcare Enabled Solutions • All Payer Digital Attachments • Claims Lifecycle AI/Denial Software and Management/Charge Analytics Capture Power of API’s • Growth Analytics Network Solutions Adds Creates • API & Services Connection ™ More Better Healthcare Analytics • Cloud Native Enterprise Data & Insights Imaging AI-enabled • Shop Book & Pay™ Significant Reach Across Healthcare 900,000 5,500 $1 Trillion 14 Billion 1 in 3 2,200 Physicians Hospitals Healthcare Claims Healthcare Transactions U.S. Patient Records Payer Connections Note: All numbers are approximate. Statistics for FY 2019 or as of FYE 2019 as appropriate. © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 10


Creating Highly Differentiated Competitive Advantages End-to-end payment accuracy solution Pre-Pay Insight & Review Identify and review abnormal billings Payer Connectivity Services Integrated Repricing Network Correct claim submission data to Reprice OON claims based on optimal network improve auto adjudication 19 of the top 20 plans Intelligent Healthcare Network Adjudication Post-Payment use our payment accuracy solutions— 20+ claim systems Gateway Pre-Payment integrations Coding Advisor Audit & Recovery ClaimsXten™ Help reduce outlier costs Identify, validate and recover Clinically sourced edits to help improve savings and payment accuracy for common procedures inappropriate payments Episode Management Support prospective bundled payment programs Leveraging InterQual to Build an Ecosystem for Exception-Based Utilization Management InterQual provides IQ Connect™ AutoReview™ clinical decision EHR UM/CM SYSTEM UM/CM SYSTEM support to >4,600 Authorization hospitals & facilities, IQ IQ IQ Clinical Data Medical Review Rules and plans covering Medical Review Automated Medical Review Automated Authorization ~100M lives $ Provider Provider Payer Administrative Savings I Fewer Denials I Clinicians Focused on Patient Care I Management by Exception © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 11 Creating Highly Differentiated Competitive Advantages End-to-end payment accuracy solution Pre-Pay Insight & Review Identify and review abnormal billings Payer Connectivity Services Integrated Repricing Network Correct claim submission data to Reprice OON claims based on optimal network improve auto adjudication 19 of the top 20 plans Intelligent Healthcare Network Adjudication Post-Payment use our payment accuracy solutions— 20+ claim systems Gateway Pre-Payment integrations Coding Advisor Audit & Recovery ClaimsXten™ Help reduce outlier costs Identify, validate and recover Clinically sourced edits to help improve savings and payment accuracy for common procedures inappropriate payments Episode Management Support prospective bundled payment programs Leveraging InterQual to Build an Ecosystem for Exception-Based Utilization Management InterQual provides IQ Connect™ AutoReview™ clinical decision EHR UM/CM SYSTEM UM/CM SYSTEM support to >4,600 Authorization hospitals & facilities, IQ IQ IQ Clinical Data Medical Review Rules and plans covering Medical Review Automated Medical Review Automated Authorization ~100M lives $ Provider Provider Payer Administrative Savings I Fewer Denials I Clinicians Focused on Patient Care I Management by Exception © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 11


Delivering Innovation and Value Through Artificial Intelligence TM CARESELECT October 2019 CHARGE CAPTURE September 2019 PROPENSITY TO DENY Enhance EHR June 2019 workflow efficiency CLAIMS LIFECYCLE AI to help physicians February 2019 Increase detection of HEALTH FIDELITY streamline imaging missing charges before PARTNERSHIP orders and comply Prevent denials by claims are filed to January 2019 with PAMA proactively DUAL ELIGIBILITY accelerate cash flow requirements. identifying problem Optimize the claims August 2018 and optimize revenue lifecycle by claims and resolving predicting claims issues before they’re Increase claims completeness, filed accuracy and Identify, engage, denial probability, address compliance and enroll members and flagging missing obligations by more who are eligible for data accurately Medicare and identifying ICD and Medicaid HCC codes Breadth, depth and variety of data Embedded in the workflow AI and Healthcare talent © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 12 Delivering Innovation and Value Through Artificial Intelligence TM CARESELECT October 2019 CHARGE CAPTURE September 2019 PROPENSITY TO DENY Enhance EHR June 2019 workflow efficiency CLAIMS LIFECYCLE AI to help physicians February 2019 Increase detection of HEALTH FIDELITY streamline imaging missing charges before PARTNERSHIP orders and comply Prevent denials by claims are filed to January 2019 with PAMA proactively DUAL ELIGIBILITY accelerate cash flow requirements. identifying problem Optimize the claims August 2018 and optimize revenue lifecycle by claims and resolving predicting claims issues before they’re Increase claims completeness, filed accuracy and Identify, engage, denial probability, address compliance and enroll members and flagging missing obligations by more who are eligible for data accurately Medicare and identifying ICD and Medicaid HCC codes Breadth, depth and variety of data Embedded in the workflow AI and Healthcare talent © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 12


Producing Data-Driven Next Generation Enterprise Imaging The only cloud native EI solution designed for the era of data and AI Leverage Data Simplify Imaging Financial Predictability Easily leverage AI to transform Fully managed solution, No capital investment is data into actionable insights significantly reducing the burden required, committed reduction in operational costs and improved outcomes of IT Easier Access and Distribution Easy and quick consolidation Simple, all-inclusive, fixed leading to better caregiver with new health systems subscription from a single vendor collaboration and patient engagement Migration done in weeks © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 13 Producing Data-Driven Next Generation Enterprise Imaging The only cloud native EI solution designed for the era of data and AI Leverage Data Simplify Imaging Financial Predictability Easily leverage AI to transform Fully managed solution, No capital investment is data into actionable insights significantly reducing the burden required, committed reduction in operational costs and improved outcomes of IT Easier Access and Distribution Easy and quick consolidation Simple, all-inclusive, fixed leading to better caregiver with new health systems subscription from a single vendor collaboration and patient engagement Migration done in weeks © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 13


Empowering Consumers to Optimize their Healthcare Shopping Experience ™ Shop Book & Pay : An Integrated eCommerce Solution Book – Integrated Pay – Collect Shop – Optimized Digital Scheduling Payment Upfront Shopping Experience © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 14 Empowering Consumers to Optimize their Healthcare Shopping Experience ™ Shop Book & Pay : An Integrated eCommerce Solution Book – Integrated Pay – Collect Shop – Optimized Digital Scheduling Payment Upfront Shopping Experience © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 14


Continued Execution on Growth Initiatives Financials (ASC 605) Commentary • S&A: Strong Performance & Execution Across Segment Q1-3 Q1-3 % Q3 Q3 % – Consistent growth across all solutions, with accelerated FY'20 FY'19 Change FY'20 FY'19 Change ($ in millions) growth in Payment Accuracy and Decision Support Segment Revenue – Includes the impact of Connected Analytics strategic assessment and Imaging business transition to a cloud- Software & Analytics $ 1,184 $ 1,160 2.1 % $ 406 $ 385 5.3 % based enterprise solution Network Solutions $ 437 $ 416 4.8 % $ 151 $ 144 5.0 % • Network: Strength in B2B Payments/Data Solutions 1 2 Tech. Enabled Services $ 739 $ 761 (3.0)% $ 247 $ 257 (3.7)% – Continued growth in B2B Payments/Data Solution and Corp. and Eliminations $(79) $(73) $(27) $(22) increased market penetration in our Medical and Dental network Total Solutions Revenue $ 2,281 $ 2,265 0.7 % $ 777 $ 763 1.8 % – Investments to expand market growth for data services, payments, and expanded capabilities in areas like attachments. Segment Adjusted EBITDA • TES: Executing on Transformation Software & Analytics $ 467 $ 433 8.0 % $ 163 $ 150 8.6 % – Revenue growth excluding planned 2019 contract exits Network Solutions $ 263 $ 254 3.5 % $ 92 $ 88 4.7 % would have been 2.5% and 2.4% for Q3 and Q1 - Q3 Tech. Enabled Services $ 128 $ 133 (4.2)% $ 41 $ 44 (7.5)% respectively (see reconciliation in appendix) Corp. and Eliminations $(152) $(142) $(46) $(49)– Customer wins in health system and aggregator segment support long-term growth potential Total Adjusted EBITDA $ 706 $ 678 4.1 % $ 250 $ 234 6.9 % – Sequential margin improvement due to cost initiatives % Margin 31.0 % 29.9 % 102 bps 32.2 % 30.7 % 155 bps expected in Q4 Note: Pro Forma for divestiture of Extended Care business. Refer to slides 20-23 for GAAP to Non-GAAP reconciliation 1 2 Negatively impacted by planned contract eliminations during the period of $41mm. Negatively impacted by planned contract eliminations during the period of $16mm. © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 15 Continued Execution on Growth Initiatives Financials (ASC 605) Commentary • S&A: Strong Performance & Execution Across Segment Q1-3 Q1-3 % Q3 Q3 % – Consistent growth across all solutions, with accelerated FY'20 FY'19 Change FY'20 FY'19 Change ($ in millions) growth in Payment Accuracy and Decision Support Segment Revenue – Includes the impact of Connected Analytics strategic assessment and Imaging business transition to a cloud- Software & Analytics $ 1,184 $ 1,160 2.1 % $ 406 $ 385 5.3 % based enterprise solution Network Solutions $ 437 $ 416 4.8 % $ 151 $ 144 5.0 % • Network: Strength in B2B Payments/Data Solutions 1 2 Tech. Enabled Services $ 739 $ 761 (3.0)% $ 247 $ 257 (3.7)% – Continued growth in B2B Payments/Data Solution and Corp. and Eliminations $(79) $(73) $(27) $(22) increased market penetration in our Medical and Dental network Total Solutions Revenue $ 2,281 $ 2,265 0.7 % $ 777 $ 763 1.8 % – Investments to expand market growth for data services, payments, and expanded capabilities in areas like attachments. Segment Adjusted EBITDA • TES: Executing on Transformation Software & Analytics $ 467 $ 433 8.0 % $ 163 $ 150 8.6 % – Revenue growth excluding planned 2019 contract exits Network Solutions $ 263 $ 254 3.5 % $ 92 $ 88 4.7 % would have been 2.5% and 2.4% for Q3 and Q1 - Q3 Tech. Enabled Services $ 128 $ 133 (4.2)% $ 41 $ 44 (7.5)% respectively (see reconciliation in appendix) Corp. and Eliminations $(152) $(142) $(46) $(49)– Customer wins in health system and aggregator segment support long-term growth potential Total Adjusted EBITDA $ 706 $ 678 4.1 % $ 250 $ 234 6.9 % – Sequential margin improvement due to cost initiatives % Margin 31.0 % 29.9 % 102 bps 32.2 % 30.7 % 155 bps expected in Q4 Note: Pro Forma for divestiture of Extended Care business. Refer to slides 20-23 for GAAP to Non-GAAP reconciliation 1 2 Negatively impacted by planned contract eliminations during the period of $41mm. Negatively impacted by planned contract eliminations during the period of $16mm. © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 15


Strong Performance and Momentum Net DEBT LEVERAGE 1 2 Segment REVENUE Adjusted EBITDA Free CASH FLOW 3 RATIO Software & Analytics +102bps +265.0% (1.0) x Margin Expansion $ 406 $ 385 $ 706 5.7 x $ 214 Q3 FY2019 Q3 FY2020 Network Solutions 4.7 x $ 151 $ 144 $ 678 Q3 FY2019 Q3 FY2020 $ 59 Technology-Enabled Services $ 247 $ 241 Q1-3 FY2019 Q1-3 FY2020 Q1-3 FY2019 Q1-3 FY2020 Q4 FY2019 Q3 FY2020 Q3 FY2019 Q3 FY2020 Note: Financials based on ASC 605 basis. Pro Forma for divestiture of Extended Care business. Refer to slides 20-23 for GAAP to Non-GAAP reconciliations. 1 2 3 Excludes ~$16m of planned contract eliminations in TES. On an As-Reported basis. Based on Adjusted EBITDA as of December 31, 2019 in accordance with the Credit Agreement and $59 million of unrealized synergies. © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 16 Strong Performance and Momentum Net DEBT LEVERAGE 1 2 Segment REVENUE Adjusted EBITDA Free CASH FLOW 3 RATIO Software & Analytics +102bps +265.0% (1.0) x Margin Expansion $ 406 $ 385 $ 706 5.7 x $ 214 Q3 FY2019 Q3 FY2020 Network Solutions 4.7 x $ 151 $ 144 $ 678 Q3 FY2019 Q3 FY2020 $ 59 Technology-Enabled Services $ 247 $ 241 Q1-3 FY2019 Q1-3 FY2020 Q1-3 FY2019 Q1-3 FY2020 Q4 FY2019 Q3 FY2020 Q3 FY2019 Q3 FY2020 Note: Financials based on ASC 605 basis. Pro Forma for divestiture of Extended Care business. Refer to slides 20-23 for GAAP to Non-GAAP reconciliations. 1 2 3 Excludes ~$16m of planned contract eliminations in TES. On an As-Reported basis. Based on Adjusted EBITDA as of December 31, 2019 in accordance with the Credit Agreement and $59 million of unrealized synergies. © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 16


Path to Accelerated Growth Multiple Levers for Growth Across the Income Statement ...which can be further accelerated by ... synergies M&A and improved efficiency to drive incremental earnings growth... …transformation Core businesses leads to growth Investments continue to contribution… complete, contribute to action plans on overall growth... repositioned businesses underway Today Ongoing Growth Repositioning of LT Revenue Growth Synergies & LT Adjusted EBITDA M&A Today Core Business Repositioned LT Revenue Synergies & Adjusted EBITDA M&A Underperforming Operational Growth Growth Selected Growth Operational Growth Business Efficiency Businesses Efficiency © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 17 Path to Accelerated Growth Multiple Levers for Growth Across the Income Statement ...which can be further accelerated by ... synergies M&A and improved efficiency to drive incremental earnings growth... …transformation Core businesses leads to growth Investments continue to contribution… complete, contribute to action plans on overall growth... repositioned businesses underway Today Ongoing Growth Repositioning of LT Revenue Growth Synergies & LT Adjusted EBITDA M&A Today Core Business Repositioned LT Revenue Synergies & Adjusted EBITDA M&A Underperforming Operational Growth Growth Selected Growth Operational Growth Business Efficiency Businesses Efficiency © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 17


Predictable Financial Model with Multiple Growth Drivers Significant white space opportunity Innovation at scale Strong industry tailwinds Operating Cross-selling efficiency and within existing synergies customer base FY’21 Revenue Growth Guidance 4%-6% FY’21 Adjusted EBITDA guidance 6%-8% © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 18 Predictable Financial Model with Multiple Growth Drivers Significant white space opportunity Innovation at scale Strong industry tailwinds Operating Cross-selling efficiency and within existing synergies customer base FY’21 Revenue Growth Guidance 4%-6% FY’21 Adjusted EBITDA guidance 6%-8% © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 18


Appendix © © 20 2020 19 C Cha hange nge H He ea allt thc hca are re LLC LLC a and nd/ /or or on one e of of iit ts s su sub bsi sidi dia ar riie es. s. A Allll R Riight ghts s R Re ese serv rve ed. d. Appendix © © 20 2020 19 C Cha hange nge H He ea allt thc hca are re LLC LLC a and nd/ /or or on one e of of iit ts s su sub bsi sidi dia ar riie es. s. A Allll R Riight ghts s R Re ese serv rve ed. d.


GAAP to Non-GAAP Revenue Reconciliations ($ in millions) FY 2019 FY 2020 Q3 Y/Y YTD Growth Growth Revenue Q1 Q2 Q3 YTD Q1 Q2 Q3 YTD GAAP: Software & Analytics 394 381 385 1,160 392 386 406 1,184 Network Solutions 137 136 144 416 142 144 151 437 Technology-Enabled Solutions 253 246 257 761 248 244 247 739 Corporate Eliminations (25) (25) (22) (73) (26) (26) (27) (79) Total Solutions Revenue (GAAP) $ 758 $ 738 $ 763 $ 2,265 $ 756 $ 749 $ 777 $ 2,281 1.8 % 0.7 % Non- GAAP: Software & Analytics 394 381 385 1,160 392 386 406 1,184 (-) Extended Care (9) (0) (0) (9) 0 0 0 0 Software & Analytics (PF for Divestitures) $ 385 $ 381 $ 385 $ 1,151 $ 392 $ 386 $ 406 $ 1,184.2 5.3 % 2.9 % Network Solutions $ 137 $ 136 $ 144 $ 416 $ 142 $ 144 $ 151 $ 437 5.0 % 4.8 % Technology-Enabled Solutions 253 246 257 761 248 244 247 739 1 (-) Planned Contract Exits (10) (15) (16) (41) - - - - Technology-Enabled Solutions (Post-Contract Exits) $ 242 $ 231 $ 241 $ 722 $ 248 $ 244 $ 247 $ 739 2.5 % 2.4 % Corporate Eliminations (25) (25) (22) (73) (26) (26) (27) (79) Total Adjusted Solutions Revenue (Non-GAAP) $ 738 $ 723 $ 748 $ 2,216 $ 756 $ 749 $ 776 $ 2,281 3.9 % 2.9 % Note: Financials based on ASC 605 basis. Solutions revenue excludes postage. 1 Represents revenue from customers under customer contracts that Change exited pursuant to planned contract eliminations in 2019. © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 20 GAAP to Non-GAAP Revenue Reconciliations ($ in millions) FY 2019 FY 2020 Q3 Y/Y YTD Growth Growth Revenue Q1 Q2 Q3 YTD Q1 Q2 Q3 YTD GAAP: Software & Analytics 394 381 385 1,160 392 386 406 1,184 Network Solutions 137 136 144 416 142 144 151 437 Technology-Enabled Solutions 253 246 257 761 248 244 247 739 Corporate Eliminations (25) (25) (22) (73) (26) (26) (27) (79) Total Solutions Revenue (GAAP) $ 758 $ 738 $ 763 $ 2,265 $ 756 $ 749 $ 777 $ 2,281 1.8 % 0.7 % Non- GAAP: Software & Analytics 394 381 385 1,160 392 386 406 1,184 (-) Extended Care (9) (0) (0) (9) 0 0 0 0 Software & Analytics (PF for Divestitures) $ 385 $ 381 $ 385 $ 1,151 $ 392 $ 386 $ 406 $ 1,184.2 5.3 % 2.9 % Network Solutions $ 137 $ 136 $ 144 $ 416 $ 142 $ 144 $ 151 $ 437 5.0 % 4.8 % Technology-Enabled Solutions 253 246 257 761 248 244 247 739 1 (-) Planned Contract Exits (10) (15) (16) (41) - - - - Technology-Enabled Solutions (Post-Contract Exits) $ 242 $ 231 $ 241 $ 722 $ 248 $ 244 $ 247 $ 739 2.5 % 2.4 % Corporate Eliminations (25) (25) (22) (73) (26) (26) (27) (79) Total Adjusted Solutions Revenue (Non-GAAP) $ 738 $ 723 $ 748 $ 2,216 $ 756 $ 749 $ 776 $ 2,281 3.9 % 2.9 % Note: Financials based on ASC 605 basis. Solutions revenue excludes postage. 1 Represents revenue from customers under customer contracts that Change exited pursuant to planned contract eliminations in 2019. © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 20


Change Healthcare LLC Reconciliation of Net Income (Loss) to Adjusted EBITDA © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 21 Change Healthcare LLC Reconciliation of Net Income (Loss) to Adjusted EBITDA © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 21


Change Healthcare LLC Reconciliation of Net Income (Loss) to Adjusted Net Income (Loss) © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 22 Change Healthcare LLC Reconciliation of Net Income (Loss) to Adjusted Net Income (Loss) © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 22


Change Healthcare LLC Reconciliation of Cash Provided by (Used in) Operating Activities to Free Cash Flow and Adjusted Free Cash Flow © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 23 Change Healthcare LLC Reconciliation of Cash Provided by (Used in) Operating Activities to Free Cash Flow and Adjusted Free Cash Flow © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 23


Remove see note 6 after WP comes back Change Healthcare LLC Consolidated Balance Sheets (unaudited and amounts in thousands) © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 24 Remove see note 6 after WP comes back Change Healthcare LLC Consolidated Balance Sheets (unaudited and amounts in thousands) © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 24


Change Healthcare LLC Consolidated Statements of Operations (unaudited and amounts in thousands, except unit and per unit amounts) © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 25 Change Healthcare LLC Consolidated Statements of Operations (unaudited and amounts in thousands, except unit and per unit amounts) © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 25


Change Healthcare LLC Consolidated Statements of Cash Flows (unaudited and amounts in thousands) © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 26 Change Healthcare LLC Consolidated Statements of Cash Flows (unaudited and amounts in thousands) © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 26


Change Healthcare LLC Segment Results © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 27 Change Healthcare LLC Segment Results © 2020 Change Healthcare LLC and/or one of its subsidiaries. All Rights Reserved. 27