Premier, Inc.

We generally conduct the operations of our Supply Chain Services segment and our Performance Services segment across our property locations. See Note 17 - Commitments and Contingencies to the accompanying consolidated financial statements for more information about our operating leases.

• Premier Services II, LLC Delaware⁴
• Premier Supply Chain Holdings, LLC Delaware⁴
• Premier Supply Chain Improvement, LLC Delaware⁴
• ProvideGx, LLC Delaware⁴
• SUM Total, LLC Delaware⁴
• Stanson Health, Inc. Delaware⁴
• TheraDoc, Inc. Delaware⁴

• We derive a material portion of our revenues from our largest GPO program members, and the loss of one or more of these members or a number of smaller members could materially and adversely affect our business, financial condition and results of operations.
• The markets for our SaaS-based product subscriptions and licensed-based products and services may develop more slowly than we expect, and we may experience fluctuations in customer demand for SaaS-based products or license-based products, which could adversely affect our revenue, growth rates and our ability to maintain or increase our profitability.
• Our members and other customers are highly dependent on payments from third-party healthcare payers, including Medicare, Medicaid and other government-sponsored programs, and reductions or changes in third-party reimbursement could adversely affect these members and other customers and consequently our business.
• If we are unable to maintain or enter into new strategic relationships with other companies, we may be unable to grow our business.
• If we are not able to timely offer new and innovative products and services, we may not remain competitive and our revenue and results of operations may suffer.
• Our acquisition activities could result in operating difficulties, dilution, unrecoverable costs and other negative consequences, any of which may adversely affect our financial condition and results of operations.
• We have recorded, and may record in the future, goodwill and intangible and other long-lived assets as a result of acquisitions and other investments, and changes in future business conditions could cause investments to become impaired and require substantial write-downs that would reduce our operating income.
• Our business and growth strategies also include non-controlling investments in other businesses and joint ventures. In the event the companies or joint ventures we invest in do not perform as well as expected, we could experience the loss of some or all of the value of our investment, which loss could adversely affect our financial condition and results of operations.
• We rely on Internet infrastructure, bandwidth providers, data center providers and other third parties and our own systems for providing services to our users, and any failure or interruption in the services provided by these third parties or our own systems, including from a cyber or other catastrophic event, could expose us to litigation and negatively impact our relationships with users, adversely affecting our brand, our business and our financial performance.
• Data loss or corruption due to failures or errors in our systems and service disruptions at our data centers may adversely affect our reputation and relationships with existing members and other customers, which could have a negative impact on our business, financial condition and results of operations.
• If our cyber and other security measures are breached or fail and unauthorized access to a member’s data is obtained, or our members or customers fail to obtain proper permission for the use and disclosure of information, our services may be perceived as not being secure, our members and other customers may curtail or stop using our services and we may incur material liabilities.
• We could suffer a loss of revenue and increased costs, exposure to material liability, reputational harm, and other serious negative consequences if we, our service providers or other suppliers, or our members or customers are subject to cyber-attacks or other data security breaches that disrupt our operations or result in the dissemination of proprietary or confidential information about us, our members or customers, other third parties, patients or employees.
• Any restrictions on our use of, or ability to license data, or our failure to license data and integrate third-party technologies, could have a material adverse effect on our business, financial condition and results of operations.
• Our use of “open source” software could adversely affect our ability to sell our products and subject us to possible litigation.
• The growth of our business depends on the development and use of artificial intelligence (“AI”) technologies, which will require substantial ongoing investment and may not be successful; and the integration of AI technologies with our products and services may subject us to increased risk given the emerging nature of AI technologies and the evolving legal and regulatory framework relating to their use.
• If we lose key employees or if we are unable to attract, hire, integrate and retain key employees, our business would be harmed.
• Continued uncertain economic, political and other conditions, including inflation, tariffs and recessionary fears, will continue to impair our ability to forecast and may harm our business, operating results, including our revenue growth and profitability, financial condition and cash flows, and stock price.
• Our financial condition and results of operations may be materially and adversely affected by future pandemics, epidemics or public health emergencies.
• Our results may be adversely affected by geopolitical instability, including military conflicts, weather events, or natural disasters. Our business, financial condition and results of operations may be materially and adversely affected by any negative impact on the global economy and capital markets resulting from geopolitical events.
• We may be adversely affected by global climate change or by regulatory responses to such change.
• Increasing scrutiny and evolving expectations and in some cases conflicting expectations from customers, suppliers, regulators, investors, and other stakeholders with respect to our environmental, social and governance (“ESG”) and diversity, equity, and inclusion (“DEI”) practices may impose additional costs on us or expose us to new or additional risks.
• The healthcare industry is highly regulated. Any material changes in the political, economic or regulatory environment that affect the GPO business or the purchasing practices and operations of healthcare organizations, or that lead to consolidation in the healthcare industry, could reduce the funds available to providers to purchase our products and services or otherwise require us to modify our services.
• If we fail to comply with complex federal and state laws and regulations governing financial relationships among healthcare providers and submission of false or fraudulent claims to government healthcare programs, we may be subject to civil and criminal penalties or loss of eligibility to participate in government healthcare programs.
• Anti-Kickback Regulations
• False Claims Regulations
• ERISA Regulatory Compliance
• If current or future antitrust laws and regulations are interpreted or enforced in a manner adverse to us or our business, we may be subject to enforcement actions, penalties and other material limitations on our business.
• Complex federal, state and international privacy laws, as well as security and breach notification laws, may increase the costs of operation and expose us to civil and criminal government sanctions and third-party civil litigation.
• Requirements related to the interoperability of health information technology promulgated by the Office of the National Coordinator for Health Information Technology and enforced by the HHS Office of Inspector General could increase the costs of operation and expose us to civil government sanctions.
• If any of our software applications are deemed to be a medical device regulated by the United States Food and Drug Administration (“FDA”), we may not be able to market these products and related services and may be subject to stringent penalties, product restrictions or recall.
• We are subject to litigation from time to time, which could have a material adverse effect on our business, financial condition and results of operations.
• Failure to protect our intellectual property and claims against our use of the intellectual property of third parties could cause us to incur unanticipated expense and prevent us from providing our products and services, which could adversely affect our business, financial condition and results of operations.
• Our products and services are subject to gross receipt taxes in some states, and an increase in those taxes or the imposition of additional gross receipt or sales and use taxes on our products and services in other states could have a material adverse effect on our business, financial condition or results of operations.
• Changes in tax laws could materially impact our effective tax rate, income tax expense, anticipated tax benefits, deferred tax assets, cash flows and profitability.
• A loss of a major tax dispute could result in a higher tax rate on our earnings, which could result in a material adverse effect on our financial condition and results of operations.
• Risks Related to Our Corporate Structure
• We may not be able to realize all or a portion of the expected tax benefits that correspond to the payments we made under the Unit Exchange and Tax Receivable Agreements (the “Unit Exchange Agreements”) entered into in connection the August 2020 early termination and acceleration of the then-existing Tax Receivable Agreement (“TRA”) with certain member-owners pursuant to the Unit Exchange Agreements.
• Our certificate of incorporation and bylaws and provisions of Delaware law may discourage or prevent strategic transactions, including a takeover of our company, even if such a transaction would be beneficial to our stockholders.
• Risks Related to Our Capital Structure, Liquidity and Class A Common Stock
• We may need to obtain additional financing which may not be available or may be on unfavorable terms and result in dilution to, or a diminution of the rights of, our stockholders and cause a decrease in the price of our Class A common stock.
• Our inability to refinance or replace our existing credit facility at or before maturity could have a material adverse effect on our ability to fund our ongoing cash requirements. Current or future indebtedness could adversely affect our business and our liquidity position.
• Our quarterly operating results and the trading price and volume of our Class A common stock have fluctuated in the past and may continue to fluctuate in the future, either of which could adversely affect an investment in our Class A common stock.
• We have in the past and may in the future be subject to short selling strategies that may drive down the market price of our Class A common stock.
• We may not realize anticipated benefits of any future share repurchases.
• If we fail to maintain an effective system of integrated internal controls, we may not be able to report our financial results accurately, we may determine that our prior financial statements are not reliable, or we may be required to expend material financial and personnel resources to remediate any weaknesses, any of which could have a material adverse effect on our business, financial condition and results of operations.
• There can be no assurance we will pay dividends on our Class A common stock at current levels or at all, and failure to pay any such dividends could have a material adverse impact on our stock price and your investment in Premier.
• Our future issuance of common stock, preferred stock, limited partnership units or debt securities could have a dilutive effect on our common stockholders and adversely affect the market value of our Class A common stock.