Centene (CNC) 10-K risk factor changes: FY2020 vs FY2019

[removed: TRADING PRICE OF OUR COMMON STOCK][added: - the market price of our common stock could decline;]

Unless the context otherwise requires, the terms the [removed: "Company," "we," "us," "our"] [added: “Company,” “we,” “us,” “our”] or similar terms and [removed: "Centene"] [added: “Centene” (i) prior to the closing of the Magellan Acquisition,] refer to [added: Centene Corporation, together with its consolidated subsidiaries, without giving effect to the Magellan Acquisition, and (ii) upon and after the closing of the Magellan Acquisition, refer to] us, after giving effect to the [removed: WellCare] [added: Magellan] Acquisition.

Reductions in funding, changes to eligibility requirements for government sponsored healthcare programs in which we participate and any inability on our part to effectively adapt to changes to these programs could substantially affect our [removed: financial position,] results of [removed: operations] [added: operations, financial position] and cash flows.

We are therefore exposed to risks associated with federal and state government contracting or participating in programs involving a government payor, including but not limited to the general ability of the federal and/or state governments to terminate [added: or modify] contracts with them, in whole or in part, without prior notice, for convenience or for default based on performance; potential regulatory or legislative action that may materially modify amounts owed; [removed: and] our dependence upon Congressional or legislative appropriation and allotment of funds and the impact that delays in government payments could have on our operating cash flow and [removed: liquidity.][added: liquidity; and other regulatory, legislative or judicial actions that may have an impact on the operations of government subsidized healthcare programs including ongoing litigation involving the ACA.]

Furthermore, Medicare remains subject to the automatic spending reductions imposed by the Budget Control Act of 2011 and the American Taxpayer Relief Act of 2012 ("sequestration"), subject to a 2% cap, which was extended by the Bipartisan Budget Act of [removed: 2018 for an additional two years] [added: 2019] through [removed: 2027.][added: 2029.]

Our Medicare programs are subject to a variety of [added: unique] risks that could adversely impact our financial results.

If we fail to design and maintain programs that are attractive to Medicare participants; if our Medicare operations are subject to negative outcomes from program audits, [removed: sanctions] [added: sanctions, penalties] or [removed: penalties;] [added: other actions;] if we do not submit adequate bids in our existing markets or any expansion markets; if our existing contracts are [added: modified or] terminated; or if we fail to maintain or improve our quality Star ratings, our current Medicare business and our ability to expand our Medicare operations could be materially and adversely affected, negatively impacting our financial performance.

Although we do not anticipate that a single-payer national health insurance system will be enacted by the current Congress, [added: members of Congress have proposed] several legislative initiatives [removed: have been proposed by members] [added: over various sessions] of Congress [removed: and presidential candidates] that would establish some [removed: form of a single public or quasi-public agency that organizes healthcare financing, but under which healthcare delivery would remain private.]

Failure to accurately estimate and price our medical expenses or effectively manage our medical costs or related administrative costs could negatively affect our [removed: financial position,] results of [removed: operations] [added: operations, financial position] and cash flows.

Changes in healthcare regulations and practices, the level of utilization of healthcare services, hospital and pharmaceutical costs, disasters, the potential effects of climate change, major epidemics, pandemics or newly emergent [removed: viruses] [added: diseases] (such as [removed: the coronavirus),] [added: COVID-19),] new medical technologies, new pharmaceutical compounds, increases in provider fraud and other external factors, including general economic conditions such as inflation and unemployment levels, are generally beyond our control and could reduce our ability to accurately predict and effectively control the costs of providing health benefits.

Also, member behavior could continue to be influenced by the uncertainty surrounding [removed: changes to] the ACA, including [removed: the removal of] [added: ongoing legal challenges to] the [removed: penalty associated with] [added: ACA including] the [removed: ACA's individual mandate in 2019.][added: case originally captioned Texas v.]

Additionally, when we commence operations in a new [removed: state,] [added: state or] region or [added: launch a new] product, we have limited information with which to estimate our medical claims liability.

The implementation of the ACA, as well as potential repeal of, changes to, or judicial challenges to the ACA, could materially and adversely affect our results of operations, financial position and cash [removed: flows.][added: flows.]

The enactment of the ACA in March 2010 transformed the U.S. healthcare delivery system through a series of complex initiatives; however, the implementation of the ACA continues to face [added: administrative,] judicial [removed: challenges as well as] [added: and legislative] challenges [removed: from the current administration] to repeal or change certain of its significant provisions.

Changes to, or repeal of, portions or the entirety of the ACA, as well as judicial interpretations in response to [removed: legal] [added: constitutional] and other [removed: constitutional] [added: legal] challenges, [added: as well as the uncertainty generated by such actual or potential challenges,] could materially and adversely affect our business and financial position, results of operations or cash flows.

Even if the ACA is not amended or [removed: repealed,] [added: repealed under] the current [added: administration, a future] administration [added: or members of Congress] could continue to propose changes impacting implementation of the ACA, which could materially and adversely affect our financial position or operations.

Several states have obtained Section 1115 waivers to implement the ACA's Medicaid expansion in ways that extend beyond the flexibility provided by the federal law, with additional states pursuing Section 1115 waivers regarding eligibility criteria, [removed: benefits] [added: benefits,] and cost-sharing, and provider payments across their Medicaid programs.

There have been significant [added: administrative] efforts [removed: by the current administration] to repeal, or limit implementation of, certain provisions of the ACA through changes in regulations.

Beginning January 1, 2020, employees [removed: are] [added: became] able to use employer-funded ICHRAs to buy individual-market insurance, including insurance purchased on the public exchanges formed under the ACA.

In addition to [added: administrative] efforts [removed: by the current administration] to expand the flexibility of other insurance plan options that are not required to meet ACA requirements, there have also been efforts to address the ACA's non-deductible tax imposed on health insurers based on prior year net premiums written (the "health insurer fee" or "HIF").

Collection of the HIF for 2019 was also suspended, but resumed in 2020 with [removed: an anticipated] [added: a] $15.5 billion payment.

That decision was appealed to the Fifth Circuit, which ruled in December 2019 that the individual mandate was unconstitutional after Congress set the individual mandate penalty to [removed: $0,] [added: $0] and remanded the case to the district court for additional analysis on the question of severability.

The ultimate content, timing or effect of any potential future legislation [removed: enacted under the current administration] or the outcome of the lawsuit cannot be [removed: predicted.][added: predicted and may be delayed as a result of court closures and reduced court dockets as a result of the COVID-19 pandemic.]

These changes and other potential changes involving the functioning of the Health Insurance Marketplace as a result of new legislation, [removed: regulation or] [added: regulation,] executive [removed: action,] [added: action or litigation] could impact our business and results of operations.

Any failure to adequately price products offered or [added: any] reduction in products offered in the Health Insurance Marketplaces may have a negative impact on our results of operations, financial position and cash flow.

[removed: Among] [added: Due to among] other things, [removed: due to] the [removed: repeal] [added: elimination] of the individual mandate [added: penalty] in the Tax Cuts and Jobs Act (TCJA), we may be adversely selected by individuals who have higher acuity levels than those individuals who selected us in the past and healthy individuals may decide to opt out of the pool altogether.

[removed: There are] [added: Regulators require] numerous steps [removed: regulators require] for continued implementation of the ACA, including the promulgation of a substantial number of potentially more onerous federal regulations.

These businesses are subject to federal and state laws [removed: that] [added: that, among other requirements,] govern the relationships of the business with pharmaceutical manufacturers, physicians, pharmacies, customers and consumers.

In addition, our PBM and specialty pharmacy businesses could face potential claims in connection with purported errors by our mail order or specialty pharmacies, including in connection with the risks inherent in [removed: the authorization, compounding, packaging and distribution of pharmaceuticals and other healthcare products.]

If we are unable to effectively execute our growth strategy, [added: including as a result of the continued impact of COVID-19,] our future growth will suffer and our results of operations could be harmed.

In the past, the securities and credit markets have experienced extreme volatility and [removed: disruption.][added: disruption, which has increased due to the effects of COVID-19.]

If these regulators were to deny [added: or delay] our subsidiaries' requests to pay dividends, the funds available to us would be limited, which could harm our ability to implement our business strategy.

We derive a significant portion of our premium revenues from operations in a limited number of states, and our [removed: financial position,] results of [removed: operations] [added: operations, financial position] or cash flows could be materially affected by a decrease in premium revenues or profitability in any one of those states.

To the extent that competition intensifies in any market that we serve, as a result of industry consolidation or otherwise, our ability to retain or increase members and providers, or maintain or increase our revenue growth, pricing [removed: flexibility and control over medical cost trends may be adversely affected.]

Healthcare providers with whom we contract may not properly manage the costs [removed: of] [added: of, and access to] services, [added: be able to provide effective telehealth services,] maintain financial [removed: solvency] [added: solvency, including due to the impact of COVID-19,] or avoid disputes with other providers.

We [removed: would] [added: may] be adversely impacted if we are unable to adequately plan for the succession of our executives and senior management.

In addition, our ability to integrate and manage our information systems may be impaired as the result of events outside our control, including acts of nature, such as earthquakes or fires, or acts of [removed: terrorists.][added: terrorists, which may include cyber-attacks by terrorists or other governmental or non-governmental actors.]

From time to time, we are a defendant in lawsuits and regulatory actions and are subject to investigations relating to our business, including, without limitation, medical malpractice claims, claims by members alleging failure to pay for or provide healthcare, claims related to non-payment or insufficient payments for out-of-network services, claims alleging bad faith, investigations regarding our submission of risk adjuster claims, putative securities class actions, [added: protests] and [added: appeals related to Medicaid procurement awards, employment-related disputes, including wage and hour claims, submissions to state agencies related to payments or state false] claims [added: acts and claims] related to the imposition of new taxes, including but not limited to claims that may have retroactive application.

We are subject to various [removed: federal] [added: federal,] state and international [removed: laws and] [added: laws, regulations,] rules [added: and contractual requirements] regarding the use and disclosure of confidential member information, including the Health Insurance Portability and Accountability Act of 1996 (HIPAA), the Health Information Technology for Economic and Clinical Health (HITECH) Act of 2009, the Gramm-Leach-Bliley Act, and the [removed: EU's GDPR,] [added: European Union's General Data Protection Regulation,] which require us to protect the privacy of medical records and safeguard personal health information we maintain and use.

However, [removed: future data] [added: there can be no assurance that the January 2021 incident and other privacy or security] breaches [removed: could] [added: will not] require us to expend significant resources to remediate any damage, interrupt our operations and damage our [added: business or] reputation, subject us to [removed: state] [added: state, federal,] or [removed: federal] [added: international] agency [removed: review] [added: review,] and [removed: could also] result in enforcement actions, material fines and penalties, litigation or other actions which could have a material adverse effect on our business, [removed: reputation and] [added: reputation,] results of operations, financial position and cash flows.

Risks Relating to Our Business

Our business could be adversely affected by the effects of widespread public health pandemics, such as the spread of COVID-19.

Public health pandemics or widespread outbreaks of contagious diseases could adversely impact our business.

In December 2019, a novel strain of coronavirus (COVID-19) emerged, which has now spread globally, including throughout the United States.

The extent to which COVID-19 continues to impact our business will depend on future developments, which are highly uncertain and cannot be predicted with confidence.

Factors that may determine the severity of the impact include the duration and scale of the outbreak, new information which may emerge concerning the severity of COVID-19, (including new strains, which may be more contagious, more severe or less responsive to treatment or vaccines), the costs of prevention and treatment of COVID-19 and the potential that we will not receive state and federal government reimbursement of additional expenses incurred by our members who contract or require testing for COVID-19 or who experience other health impacts as a result of the pandemic, employee mobility, productivity and utilization of leave and other benefits, financial and other impacts on the healthcare provider community, disruptions or delays in the supply chain for testing and treatment supplies, protective equipment and other products and services, and the actions to contain COVID-19 or address its impact (including federal, state and local laws, regulations and emergency orders, including directives to remain at home, physically distance or forced business closures as well as the timing and scope of vaccine distribution), among others.

Additionally, the spread of COVID-19 has led to disruption and volatility in the global capital markets, which could adversely impact our access to capital, and a decline in interest rates which could reduce our investment income.

Finally, the impact of the above items on our state and federal partners could result in program changes or delays or reduced capitation payments to us.

We cannot at this time predict the ultimate impact of the COVID-19 pandemic, but it could adversely affect our business, including our financial position, results of operations and/or cash flows.

For example, in October 2020, the Centers for Medicare and Medicaid Services (CMS) published updated Medicare Star quality ratings for the 2021 rating year.

Approximately 30% of our Medicare members are in a 4 star or above plan for the 2022 bonus year, compared to 46% for the 2021 bonus year and 86% for the 2020 bonus year.

Our quality bonus and rebates may be negatively impacted in 2021 and 2022 and the attractiveness of our Medicare Advantage plans may be reduced.

form of a single public or quasi-public agency that organizes healthcare financing, but under which healthcare delivery would remain private.

Additionally, the potential impact of the change of administration on healthcare reform efforts is unknown.

We are unable to predict the nature and success of these or other initiatives or political changes, which could have an adverse effect on our business.

United States, which is currently pending before the Supreme Court.

Risk-adjustment payment systems make our revenue and results of operations more difficult to estimate and could result in retroactive adjustments that have a material adverse effect on our results of operations, financial condition and cash flows.

Most of our government customers employ risk-adjustment models to determine the premium amount they pay for each member.

This model pays more for members with predictably higher costs according to the health status of each beneficiary enrolled.

Premium payments are generally established at fixed intervals according to the contract terms and then adjusted on a retroactive basis.

We reassess the estimates of the risk adjustment settlements each reporting period and any resulting adjustments are made to premium revenue.

In addition, revisions by our government customers to the risk-adjustment models have reduced, and may continue to reduce, our premium revenue.

As a result of the variability of certain factors that determine estimates for risk-adjusted premiums, including plan risk scores, the actual amount of retroactive payments could be materially more or less than our estimates.

Consequently, our estimate of our plans’ risk scores for any period, and any resulting change in our accrual of premium revenues related thereto, could have a material adverse effect on our results of operations, financial condition and cash flows.

The data provided to our government customers to determine the risk score are subject to audit by them even after the annual settlements occur.

These audits may result in the refund of premiums to the government customer previously received by us, which could be significant and would reduce our premium revenue in the year that repayment is required.

Government customers have performed and continue to perform audits of selected plans to validate the provider coding practices under the risk adjustment model used to calculate the premium paid for each member.

In 2018, CMS proposed the removal of the fee for service adjuster from the risk adjustment data validation audit methodology.

If adopted, this proposal, or any similar CMS rule making initiative, could increase our audit error scores.

We anticipate that CMS will continue to conduct audits of our Medicare contracts and contract years on an on-going basis.

An audit may result in the refund of premiums to CMS.

It is likely that a payment adjustment could occur as a result of these audits; and any such adjustment could have a material adverse effect on our results of operations, financial condition and cash flows.

We derive a portion of our cash flow and gross margin from our PDP operations, for which we submit annual bids for participation.

The results of our bids could materially affect our results of operations, financial condition and cash flows.

A significant portion of our PDP membership is obtained from the auto-assignment of beneficiaries in CMS-designated regions where our PDP premium bids are below benchmarks of other plans’ bids.

In general, our premium bids are based on assumptions regarding PDP membership, utilization, drug costs, drug rebates and other factors for each region.

Our 2021 PDP bids resulted in 33 of the 34 CMS regions in which we were below the benchmarks, and within the de minimis range in the remaining region, compared with our 2020 PDP bids in which we were below the benchmarks in 32 regions, and within the de minimis range in the remaining two regions.

For those regions in which we are within the de minimis range, we will not be eligible to have new members auto-assigned to us, but we will not lose our existing auto-assigned membership.

If our future Part D premium bids are not below the CMS benchmarks, we risk losing PDP members who were previously assigned to us and we may not have additional PDP members auto-assigned to us, which could materially reduce our revenue and profits.

Our encounter data may be inaccurate or incomplete, which could have a material adverse effect on our results of operations, financial condition, cash flows and ability to bid for, and continue to participate in, certain programs.

FACTORS THAT MAY AFFECT FUTURE RESULTS AND THE

For example, our parent Star rating for the 2020 rating year is 3.5, which may negatively affect quality bonus payments for Medicare Advantage plans in 2021.

The lowered Star rating for the 2020 rating year may have reduced the attractiveness of the affected plans and our other offerings to members, reduce revenue from the affected plans and impact our Medicare expansion efforts, which are a strategic focus for the Company.

If enacted, such a system could adversely affect our business.

There is continuing litigation pending against the federal government regarding the requirement to reimburse Medicaid managed care organizations for the health insurer fee.

Any failure to adequately price products offered or reduction in products offered in the Health Insurance Marketplaces may have a negative impact on our results of operations, financial position and cash flow.

Public comments were submitted in January 2019; however, a final rule has yet to be issued.

We may experience delays in operational start dates.

In addition, HIPAA broadened the scope of fraud, waste and abuse laws applicable to healthcare companies.

The HHS Office for Civil Rights received $28.7 million from enforcement actions in 2018, surpassing the previous record of $23.5 million from 2016 by 22 percent.

The market price of our common stock may decline as a result of significant acquisitions.

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Many of these factors will be outside of our control and any one of them could result in delays, increased costs, decreases in the amount of expected revenues and diversion of management's time and energy, which could materially affect our financial position, results of operations and cash flows.

As of December 31, 2019, we had consolidated indebtedness of approximately $13,726 million, excluding the notes issued in the exchange offer described below, and we may further increase our indebtedness in the future.

In connection with the WellCare Acquisition, we completed an exchange offer for 5.25% Senior Notes due 2025 and 5.375% Senior Notes due 2026 (collectively, the WellCare Notes) issued by WellCare and issued $1,146 million aggregate principal amount of 5.25% Senior Notes due 2025 and $747 million aggregate principal amount of 5.375% Senior Notes due 2026.

Additionally, our wholly-owned subsidiary, Wellington Merger Sub II, Inc. assumed the remaining WellCare Notes.

It is unclear whether new methods of calculating LIBOR will be established such that it continues to exist after 2021.

Although we currently anticipate that the WellCare Acquisition will be accretive to earnings per share (on an adjusted earnings basis that is not pursuant to GAAP) during the second year after the consummation of the WellCare Acquisition, this expectation is based on assumptions about our and WellCare's business and preliminary estimates, which may change materially.

Certain other amounts to be paid in connection with the WellCare Acquisition may cause dilution to our earnings per share or decrease or delay the expected accretive effect of the WellCare Acquisition and cause a decrease in the market price of our common stock.

The following discussion and analysis does not include certain items related to the year ended December 31, [removed: 2017,] [added: 2018,] including year-to-year comparisons between the year ended December 31, [removed: 2018] [added: 2019] and the year ended December 31, [removed: 2017.][added: 2018.]

For a comparison of our results of operations for the fiscal years ended December 31, [removed: 2018] [added: 2019] and December 31, [removed: 2017,] [added: 2018,] see Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, [removed: 2018,] [added: 2019,] filed with the SEC on February [removed: 19, 2019.*][added: 18, 2020.*]

Our insurance subsidiaries are subject to the Affordable Care Act annual health insurer fee (HIF), absent a HIF [removed: moratorium.][added: moratorium or repeal.]

[removed: In 2018, we recognized] [added: We recognize] revenue for reimbursement of the HIF, including the "gross-up" to reflect the non-deductibility of the HIF.

Due to the size of the [removed: HIF] [added: health insurer] fee, one of the primary drivers of the year-over-year variances discussed throughout this section is related to the [removed: moratorium] [added: reinstatement of the HIF] in [removed: 2019.][added: 2020.]

The transaction [removed: is] [added: was] valued at [removed: approximately] $19.6 billion, including the assumption of $1.95 billion of outstanding debt.

The WellCare Acquisition [removed: brings] [added: brought] a high-quality Medicare platform and further [removed: extends] [added: extended] our robust Medicaid offerings.

Due to the size of the acquisition, one of the primary drivers of the year-over-year variances discussed throughout this section [removed: for the year ended December 31, 2019,] is related to the acquisition of [removed: Fidelis Care.][added: WellCare.]

[added: *•Spain.*] In December 2019, our Spanish subsidiary, Ribera Salud, acquired 93% of Hospital Povisa, S.A., a private hospital in the Vigo region of Spain.

The United States government, politicians, and healthcare experts continue to discuss and debate various elements of the United States healthcare [removed: payment] model.

[removed: During this time of deliberation, we] [added: We] remain focused on the promise of delivering access to high quality, affordable healthcare to all of our members and believe we are well positioned to meet the needs of the changing healthcare landscape.

We have more than three decades of experience, spanning [removed: six] [added: seven] presidents from both sides of the aisle, in delivering high-quality healthcare services on behalf of states and the federal government to under-insured and uninsured families, commercial organizations and military families.

Our financial performance for [removed: 2019] [added: 2020] is summarized as follows:

[removed: | • |] [added: -] Year-end managed care membership of [removed: 15.2] [added: 25.5] million, an increase of [removed: 1.1] [added: 10.3] million members, or [removed: 8%] [added: 67%] over [removed: 2018. |][added: 2019.]

[removed: | • |] [added: -] Total revenues of [removed: $74.6] [added: $111.1] billion, representing [removed: 24%] [added: 49%] growth year-over-year. [removed: |]

[removed: | • |] [added: -] HBR of [removed: 87.3%] [added: 86.2%] for [removed: 2019,] [added: 2020,] compared to [removed: 85.9%] [added: 87.3%] for [removed: 2018. |][added: 2019.]

[removed: | • |] [added: -] SG&A expense ratio of [removed: 9.3%] [added: 9.5%] for [removed: 2019,] [added: 2020,] compared to [removed: 10.7%] [added: 9.3%] for [removed: 2018. |][added: 2019.]

[removed: | • |] [added: -] Adjusted SG&A expense ratio of [removed: 9.2%] [added: 8.9%] for [removed: 2019,] [added: 2020,] compared to [removed: 10.0%] [added: 9.2%] for [removed: 2018. |][added: 2019.]

[removed: | • |] [added: -] Diluted EPS of [removed: $3.14] [added: $3.12] for [removed: 2019,] [added: 2020,] compared to [removed: $2.26] [added: $3.14] for [removed: 2018. |][added: 2019.]

[removed: | • |] [added: -] Adjusted Diluted EPS of [removed: $4.42] [added: $5.00] for [removed: 2019,] [added: 2020,] compared to [removed: $3.54] [added: $4.42] for [removed: 2018. |][added: 2019.]

[removed: | • |] [added: -] Operating cash flows of [removed: $1.5] [added: $5.5] billion, or [removed: 1.1] [added: 3.1] times net earnings, for [removed: 2019. |][added: 2020.]

A reconciliation from GAAP diluted EPS to Adjusted Diluted EPS is highlighted below, and additional detail is provided [removed: above] under the heading "*Non-GAAP Financial Presentation*":

| | [added: | |] Year Ended December 31, | | | | | | | | [added: | | | |]

| | [added: | | 2020 | | | | | |] 2019 | | | | [removed: 2018] | | [added: 2018] | | [added: |]

| GAAP diluted EPS attributable to Centene | [added: | |] $ | [removed: 3.14] [added: 3.12] | | | [added: | |] $ | [removed: 2.26] [added: 3.14] | | | [added: | |]

| Amortization of acquired intangible assets | [removed: 0.47] | | [added: 0.95] | | [removed: 0.41] | | | | [added: 0.47 | | | | | |]

| Acquisition related expenses | [removed: 0.19] | | [added: 0.86] | | [removed: 0.81] | | | | [added: 0.19 | | | | | |]

| Other adjustments (1) | [removed: 0.62] | | [added: 0.07] | | [removed: 0.06] | | | | [added: 0.62 | | | | | |]

| Adjusted Diluted EPS | [added: | |] $ | [removed: 4.42] [added: 5.00] | | | [added: | |] $ | [removed: 3.54] [added: 4.42] | | | [added: | |]

[removed: |] (1) [removed: |] Other adjustments include the following items: [removed: |]

[removed: | • |] [added: -] 2019 - non-cash goodwill and intangible asset impairment of $271 million or $0.57 per diluted share, net of an income tax benefit of $0.08 and debt extinguishment costs of $30 million or $0.05 per diluted share, net of an income tax benefit of [removed: $0.02; and |][added: $0.02.]

The following items contributed to our revenue and membership growth in [removed: 2019:][added: 2020:]

[removed: | *•* | *Arkansas.*] [added: *•Arkansas.*] In [removed: February 2018,] [added: March 2019,] our Arkansas subsidiary, Arkansas Total Care, [removed: began managing] [added: assumed full-risk on] a Medicaid special needs population comprised of people with high behavioral health needs and individuals with developmental/intellectual disabilities. [removed: Arkansas Total Care assumed full-risk on this population in March 2019. |]

[removed: | • |] [added: -] *Florida.* In December 2018, our Florida subsidiary, Sunshine Health, began providing physical and behavioral healthcare services through Florida's Statewide Medicaid Managed Care Program under its new five year contract which was implemented for all 11 regions by February 2019. [removed: |]

[removed: | *•* | *Health Insurance Marketplace*.] In January [removed: 2019,] [added: 2020,] we expanded our offerings in the [removed: 2019] [added: 2020] Health Insurance [removed: Marketplace. We entered Pennsylvania, North Carolina, South Carolina, and Tennessee, and expanded our footprint] [added: Marketplace] in [removed: six] [added: ten] existing markets: [added: Arizona,] Florida, Georgia, [removed: Indiana,] Kansas, [removed: Missouri, and Texas. In January 2018, we expanded our offerings in the 2018 Health Insurance Marketplace. We entered Kansas, Missouri and Nevada, and expanded our footprint in the following six existing markets: Florida, Georgia, Indiana,] [added: North Carolina,] Ohio, [added: South Carolina, Tennessee,] Texas, and Washington. [removed: |]

[removed: | • |] [added: -] *HealthSmart.* In May 2019, we acquired HealthSmart, a third party administrator providing customizable and scalable health plan solutions for self-funded employers, universities and colleges, and Native American Tribal Enterprises. [removed: Services include plan administration, care management and wellness programs, network, casualty claim, and pharmacy benefit solutions. |]

[removed: | • |] [added: -] *Iowa.* In July 2019, our Iowa subsidiary, Iowa Total Care, Inc., began operating under a new statewide contract for the IA Health Link Program. [removed: |]

[removed: | *•* | *New] [added: *•New] Hampshire.* In September 2019, our New Hampshire subsidiary, NH Healthy Families, began operating under a new five-year contract to continue to provide service to Medicaid enrollees statewide. [removed: |]

[removed: | *•* | *Pennsylvania.*] [added: *•Pennsylvania.*] In January 2018, our Pennsylvania subsidiary, Pennsylvania Health and Wellness, began serving enrollees in the Community HealthChoices program as part of the statewide contract that was fully implemented in January 2020. [removed: |]

A moratorium suspended the HIF for the 2019 calendar year.

The HIF has been repealed beginning in 2021.

Magellan Acquisition

In January 2021, we announced that we entered into a definitive merger agreement under which we will acquire Magellan Health for $95.00 per share in cash for a total enterprise value of approximately $2.2 billion.

The transaction will broaden and deepen our whole health capabilities and establish a leading behavioral health platform.

The transaction is subject to clearance under the Hart-Scott Rodino Act, receipt of required state regulatory approvals, the approval of the definitive merger agreement by Magellan Health's stockholders and other customary closing conditions.

The transaction is not contingent upon financing.

We intend to fund the acquisition primarily through debt financing.

The transaction is expected to close in the second half of 2021.

Acquisitions

We continued to execute on our growth strategy through acquisitions during 2020.

In the fourth quarter of 2020, we acquired PANTHERx and Apixio.

PANTHERx is one of the largest and fastest-growing specialty pharmacies in the United States

[Table](#i472c0331253e47d58d9d1a966ac282de_7) [of Contents](#i472c0331253e47d58d9d1a966ac282de_7)

specializing in orphan drugs and treating rare diseases.

PANTHERx and its management team will continue to operate independently as part of our Envolve Pharmacy Solutions business unit, a total drug management program that includes integrated PBM services and specialty pharmacy solutions to millions of members throughout the United States.

Apixio is a healthcare analytics company offering artificial intelligence technology solutions.

With this transaction, we will continue to digitize the administration of healthcare and accelerate innovation and modernization across the enterprise.

Apixio will remain an operationally independent entity as part of our Health Care Enterprises group to continue bringing value to its clients and the industry, while also realizing the benefits of enhanced scale.

COVID-19 Trends and Uncertainties

The COVID-19 outbreak has created unique and unprecedented challenges.

To support our members, providers, employees and the communities we serve, we have taken several actions and made numerous investments related to the COVID-19 crisis.

We have extended coverage of COVID-19 screening, testing and treatment services for Medicaid, Medicare and Marketplace members and are waiving all associated member cost share amounts.

We are delivering new critical support to Safety Net providers, including Federally Qualified Healthcare Centers (FQHCs), behavioral health providers, and long-term service and support organizations.

We continue to address social determinants of health for vulnerable populations during the COVID-19 crisis with a commitment to research and investment in non-medical barriers to achieving quality health outcomes.

We developed initiatives designed to support the disability community affected by the pandemic.

We created a provider support program to assist our network providers who are seeking benefits from the Small Business Administration (SBA) through the CARES Act.

We established a Medical Reserve Leave policy to support clinical employees who want to join a medical reserve force and serve their communities during the COVID-19 pandemic.

We are providing additional employee benefits including waiving cost-sharing for COVID-19 related treatment, emergency paid sick leave, and one-time payments to employees in a small number of critical office functions.

We have taken significant steps to support our employees to protect their health and safety, while also ensuring that our business can continue to operate and that services continue without disruption.

We have implemented our business continuity plans and have taken actions to support our workforce.

We have transitioned the vast majority of our employees to work from home, allowing Centene to continue to operate at close to full capacity, while continuing to maintain our internal control framework.

As a result, we have experienced and expect continued incremental costs due to investments and actions we have already taken and continued efforts to protect our members, employees and communities we serve.

The impact on our business in both the short-term and long-term is uncertain.

The outlook for 2021 depends on future developments, including but not limited to: the length and severity of the outbreak (including new strains, which may be more contagious, more severe or less responsive to treatment or vaccines), the effectiveness of containment actions, and the timing around the development of treatments and distribution of vaccinations.

The pandemic and these future developments have impacted and will continue to affect our membership and medical utilization.

From March 31, 2020 through December 31, 2020, our Medicaid membership has increased by 1.7 million members.

The pandemic also has the potential to impact the administration of state and federal healthcare programs, premium rates and risk sharing mechanisms.

We continue to have active dialogues with our state partners.

Medical utilization continues to normalize as elective procedures and other non-emergent care resume, consistent with our expectations.

The Affordable Care Act (ACA) imposed the HIF in 2018, however the HIF was suspended in 2019.

Consideration for the acquisition consisted of Centene common shares valued at $11.4 billion (based on Centene's stock price of $66.76), $6.08 billion in cash, and $95 million related to the fair value of replacement equity awards associated with pre-combination service.

Each WellCare share was converted into 3.38 of a validly issued, fully paid, non-assessable shares of Centene common stock and $120.00 in cash.

In total, 171 million shares of Centene common stock were issued to the WellCare stockholders.

The cash portion of the acquisition consideration was funded through the issuance of long-term debt in December 2019.

We issued approximately $1.0 billion 4.75% Senior Notes due 2025 (the Additional 2025 Notes), $2.5 billion 4.25% Senior Notes due 2027 (the 2027 Notes), and $3.5 billion 4.625% Senior Notes due 2029 (the 2029 Notes).

The net proceeds of the 2027 Notes and the 2029 Notes and a portion of the net proceeds of the Additional 2025 Notes were used to finance the cash consideration.

Immediately prior to the closing of the WellCare Acquisition, Anthem, Inc. acquired WellCare's Missouri Medicaid health plan, a WellCare Missouri Medicare Advantage health plan, and WellCare's Nebraska Medicaid health plan.

CVS Health Corporation acquired portions of Centene's Illinois Medicaid and Medicare Advantage health plans as part of previously announced divestiture agreements.

Fidelis Care Acquisition

On July 1, 2018, we acquired substantially all of the assets of New York State Catholic Health Plan, Inc., d/b/a Fidelis Care New York (Fidelis Care) for approximately $3.6 billion of cash consideration, including a working capital adjustment.

International

In Spain, in June 2019, we purchased an additional 40% ownership in Ribera Salud from Banco Sabadell for $54 million, bringing our total ownership to 90%.

From the constitutionality of the Affordable Care Act, to Medicare for All (single payer), to pharmacy pricing structures, all areas of healthcare are being challenged to assure adequate healthcare is delivered to all segments of the population.

2019 Highlights

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| • | 2018 - the impact of retroactive changes to the California minimum medical loss ratio (MLR) of $30 million of expense or $0.06 per diluted share, net of an income tax benefit of $0.02. |

As of December 31, [removed: 2019,] [added: 2020,] we had short-term investments of [removed: $863 million] [added: $1.6 billion] and long-term investments of [removed: $8,375 million,] [added: $13.9 billion,] including restricted deposits of [removed: $658 million.][added: $1.1 billion.]

The long-term investments consist of municipal, corporate and U.S. Treasury securities, government sponsored obligations, life insurance contracts, asset backed [added: securities, equity] securities and private equity [removed: securities] [added: investments] and have maturities greater than one year.

Assuming a hypothetical and immediate 1% increase in market interest rates at December 31, [removed: 2019,] [added: 2020,] the fair value of our fixed income investments would decrease by approximately [removed: $262] [added: $319] million.

Declines in interest rates over [removed: time] [added: time, including those that have occurred as markets experienced volatility related to the COVID-19 pandemic,] will reduce our investment income.

For a discussion of the interest rate risk that our investments are subject to, see "Risk Factors – [removed: Our] [added: *Our] investment portfolio may suffer losses which could materially and adversely affect our results of operations or [removed: liquidity."][added: liquidity.*"]

[Table](#i472c0331253e47d58d9d1a966ac282de_7) [of Contents](#i472c0331253e47d58d9d1a966ac282de_7)

We have interest rate swap agreements for a notional amount of $2,100 million with creditworthy financial institutions to manage the impact of market interest rates on interest expense.

Our swap agreements convert a portion of our interest expense from fixed to variable rates to better match the impact of changes in market rates on our variable rate cash equivalent investments.

As a result, the fair value of $2,100 million of our long-term debt varies with market interest rates.

Assuming a hypothetical and immediate 1% increase in market interest rates at December 31, 2019, the fair value of our debt would decrease by approximately $69 million.

An increase in interest rates decreases the fair value of the debt and conversely, a decrease in interest rates increases the value.

INFLATION

Historically, the inflation rate for medical care costs has been higher than the overall inflation rate for all items.

We use various strategies to mitigate the negative effects of healthcare cost inflation.

Specifically, our health plans try to control medical and hospital costs through our state savings initiatives and contracts with independent providers of healthcare services.

Through these contracted care providers, our health plans emphasize preventive healthcare and appropriate use of specialty and hospital services.

Additionally, our contracts with states require actuarially sound premiums that include healthcare cost trend.

While we currently believe our strategies to mitigate healthcare cost inflation will continue to be successful, competitive pressures, new healthcare and pharmaceutical product introductions, demands from healthcare providers and customers, applicable health care reform regulations, an increase in the expected rate of inflation for healthcare costs or other factors may affect our ability to control the impact of healthcare cost increases.

For the year ended December 31, [removed: 2019,] [added: 2020,] our Managed Care and Specialty Services segments accounted for [removed: 95%] [added: 96%] and [removed: 5%,] [added: 4%,] respectively, of our total external revenues.

Our membership totaled [removed: 15.2] [added: 25.5] million as of December 31, [removed: 2019.][added: 2020.]

For the year ended December 31, [removed: 2019,] [added: 2020,] our total revenues and net earnings attributable to Centene were [removed: $74.6] [added: $111.1] billion and [removed: $1.3] [added: $1.8] billion, respectively, and our total cash flow from operations was [removed: $1.5] [added: $5.5] billion.

The transaction [removed: is] [added: was] valued at [removed: approximately] $19.6 billion, including the assumption of $1.95 billion of outstanding debt.

The WellCare Acquisition [removed: brings] [added: brought] a high-quality Medicare platform and further [removed: extends] [added: extended] our robust Medicaid offerings.

We provide a full spectrum of managed healthcare products and services, primarily through Medicaid, [removed: commercial and] Medicare [added: and commercial] products.

The majority of funding is provided [removed: at] [added: by] the federal [removed: level.][added: government.]

Each state establishes its own eligibility standards, benefit packages, payment [removed: rates and program administration within federal standards.]

Under the Affordable Care Act (ACA), Medicaid coverage was expanded to all individuals under age 65 with incomes up to 138% of the federal poverty [removed: level beginning January 1, 2014,] [added: level,] subject to the states' elections.

Established in 1972 and authorized by Title XVI of the Social Security Act, [added: the] Aged, Blind, or [removed: Disabled, or collectively ABD,] [added: Disabled (ABD) program] covers low-income persons with chronic physical disabilities or behavioral health impairments.

In addition, ABD recipients typically utilize more services as a result of their [added: more complicated] health status.

According to [removed: the] [added: ADvancing States (formerly] National Association of States United for Aging and [removed: Disabilities, 24] [added: Disabilities), as of November 2020, 25] states utilize some form of managed LTSS, up from eight in 2004.

CMS estimated the total Medicaid market to be approximately [removed: $595] [added: $649] billion in [removed: 2018,] [added: 2020,] and [removed: estimated] [added: estimates] the market will grow to [added: over] $1.0 trillion by [removed: 2027.][added: 2028.]

Medicaid spending is estimated to have increased by [removed: 2.2%] [added: 4.5%] in [removed: 2018] [added: 2020] and is projected to increase at an average annual rate of [removed: 5.5%] [added: 5.7%] between [removed: 2018] [added: 2020] and [removed: 2027.][added: 2028.]

Established in 2010 and operational in 2014, the ACA created Health Insurance Marketplaces, which are a key component of the ACA and provide an opportunity for individuals and [removed: small businesses] [added: families] to obtain health insurance.

[removed: States have the option of operating] their own Marketplace or partnering with the federal government.

[removed: Premium subsidies are available to make coverage more affordable and access] [added: Access] to Marketplaces is limited to U.S. citizens and legal immigrants.

Premium subsidies are provided to [added: individuals and] families without access to other coverage and with incomes generally between 100-400% of the federal poverty level, with some exceptions, to help them purchase insurance through the Marketplaces.

Coverage typically is subject to [added: copays and can be subject to] deductibles and [removed: copayments or] coinsurance.

The Medicare program provides health care coverage primarily to individuals age 65 or [removed: older] [added: older,] as well as to individuals with certain disabilities.

A portion of [removed: Medicare] [added: Medicaid] beneficiaries are dual-eligible, low-income seniors and people with disabilities who are enrolled in both Medicaid and Medicare.

According to CMS, there were approximately [removed: 10.9] [added: 11.0] million dual-eligible enrollees in [removed: 2018.][added: 2019.]

We serve dual-eligibles through our [removed: Aged, Blind and Disabled (ABD), Long Term Services and Supports (LTSS),] [added: ABD, LTSS,] Medicare-Medicaid Plans [removed: (MMP) and] [added: (MMP),] Medicare Advantage Dual Special Needs Plan (DSNP) [added: and standard Medicare Advantage] lines of business.

CMS estimated the total Medicare market was approximately [removed: $747] [added: $859] billion in [removed: 2018,] [added: 2020,] and [removed: estimated] [added: estimates] the market will grow to approximately [removed: $1.4] [added: $1.6] trillion by [removed: 2027.][added: 2028.]

Medicare spending is estimated to have increased [removed: 5.9%] [added: 7.2%] in fiscal [removed: 2018] [added: 2020] and is projected to increase at an average annual rate of [removed: 7.4%] [added: 7.7%] between [removed: 2018] [added: 2020] and [removed: 2027.][added: 2028.]

We [removed: currently] have a growing international presence in Spain, the United Kingdom (UK) and Slovakia.

In the UK, our [removed: subsidiary,] [added: subsidiaries, operating as part of] Operose Health [removed: (Group) Limited (Operose Health), is] [added: Group, represent] one of the largest provider networks [added: in the country] and [removed: delivers] [added: deliver] medical and community based services in the primary care sector of the National Health Service (NHS), which is the publicly funded, national healthcare system for England.

[removed: | • |] [added: -] *Expertise in Government Sponsored Programs.* For more than 35 years, we have developed a specialized services expertise that has helped us establish and maintain relationships with members, providers and our government customers. [removed: We have implemented programs developed to achieve savings for our government customers and improve health outcomes and quality of care for members. We work to assist the states in which we operate in addressing the operating challenges they face. |]

[removed: | *•* | *Significant] [added: *•Significant] cost savings and budget predictability compared to state paid reimbursement for services.* We bring experience relating to quality of care improvement methods, utilization management procedures, an efficient claims payment system, and provider performance reporting, as well as managers and staff experienced in using these key elements to improve the quality of and access to care. [removed: We generally receive a contracted premium on a per member basis and are responsible for the medical costs and, as a result, provide budget predictability. |]

[removed: | • |] [added: -] *Establishment of realistic and meaningful expectations for quality deliverables.* We have collaborated with state agencies in redefining benefits, eligibility requirements and provider fee schedules with the goal of maximizing the number of individuals covered through Medicaid. [removed: |]

[removed: | • |] [added: -] *Managed care expertise in government subsidized programs.* Our expertise in Medicaid has helped us establish and maintain strong relationships with our constituent communities of members, providers and state governments. [removed: We provide access to services through local providers and staff that focus on the cultural norms of their individual communities. To that end, systems and procedures have been designed to address community-specific challenges through outreach, education, transportation and other member support activities. |]

[removed: | • |] [added: -] *Improved quality and medical outcomes.* We have implemented programs to enhance the ability of providers to improve the quality of healthcare delivered to our members. [removed: This is demonstrated through health plan accreditations and program awards. |]

[removed: | • |] [added: -] *Timely payment of provider claims.* We are committed to ensuring that our information systems and claims payment systems meet or exceed state requirements. [removed: We continuously endeavor to update our systems and processes to improve the timeliness of our provider payments. |]

[removed: | • |] [added: -] *Provider outreach and programs.* Our health plans have adopted a physician-driven approach where network providers are actively engaged in developing and implementing healthcare delivery policies and strategies. [removed: We prepare provider comparisons on a severity adjusted basis. This approach is designed to eliminate unnecessary costs, improve services to members and simplify the administrative burdens placed on providers. |]

[removed: | • |] [added: -] *Care management for complex populations.* Through our experience with Medicaid populations and long-time presence in states with experience in long-term care for children and adolescents in the foster care system, we have developed care management, service coordination and crisis prevention/response programs that increase opportunities for successful outcomes for members. [removed: This experience has led to partnerships with specialized networks and community advocates as states transition to managed care programs for vulnerable and complex populations. |]

[removed: | • | *Responsible collection and dissemination of utilization data.* We gather utilization data from multiple sources, allowing for an integrated view of our members' utilization of services.] These sources include medical, vision and behavioral health claims and encounter data, pharmacy data, dental vendor claims and authorization data from the authorization and case management system utilized by us to coordinate care. [removed: |]

[removed: | • |] [added: -] *Timely and accurate reporting.* Our information systems have reporting capabilities which have been instrumental in identifying the need for new and/or improved healthcare and specialty programs. [removed: For state agencies, our reporting capability is important in demonstrating an auditable program. |]

[removed: | • |] [added: -] *Fraud, waste and abuse prevention.* We have several systems in place to help identify, detect and investigate potential fraud, waste, and abuse, including [removed: pre] [added: pre-] and [removed: post payment] [added: post-payment] review software. [removed: We collaborate with state and federal agencies and assist with investigation requests. We use nationally recognized standards to benchmark our processes. |]

[removed: | • |] [added: -] primary and specialty physician care; [removed: |]

[removed: | • |] [added: -] inpatient and outpatient hospital care; [removed: |]

Magellan Acquisition

In January 2021, we announced that we entered into a definitive merger agreement under which we will acquire Magellan Health for $95.00 per share in cash for a total enterprise value of approximately $2.2 billion.

The transaction, which was unanimously approved by the Boards of Directors of both companies, is expected to broaden and deepen our whole health capabilities and establish a leading behavioral health platform.

The transaction is subject to clearance under the Hart-Scott Rodino Act, receipt of required state regulatory approvals, the approval of the definitive merger agreement by Magellan Health's stockholders and other customary closing conditions.

The transaction is not contingent upon financing.

We intend to fund the acquisition primarily through debt financing.

The transaction is expected to close in the second half of 2021.

rates and program administration within federal standards.

Due to the timing of the CMS report and highly uncertain nature of the pandemic, the aforementioned projections do not take into account the impact of COVID-19.

As our Medicare Advantage members reach their deductibles and out-of-pocket maximums, our medical costs rise, creating seasonality in the business with a higher percentage of earnings in the first half of the year.

Medicare Prescription Drug Plan

Through our acquisition of WellCare in January 2020, we now offer stand-alone PDP to Medicare beneficiaries.

We have contracted with CMS to serve as a plan sponsor, offering stand-alone Medicare Part D PDP plans to Medicare-eligible beneficiaries.

We offer PDPs in 50 states and the District of Columbia.

Our PDPs offer national in-network prescription drug coverage, including a preferred pharmacy network, subject to limitations in certain circumstances.

Our PDP contracts with CMS are renewable for successive one-year terms unless CMS notifies us of its decision not to renew by May 1 of the current contract year or we notify CMS of our decision not to renew by the first Monday in June of the contract year.

The Medicare Part D prescription drug benefit is supported by risk sharing with the federal government through risk corridors designed to limit the losses and gains of the participating drug plans and by reinsurance for catastrophic drug costs.

The government subsidy is based on the national weighted average monthly bid for this coverage, adjusted for risk factor payments.

Additional subsidies are provided for dually-eligible beneficiaries and specified low-income beneficiaries.

States have the option of operating

Premium subsidies are available to make coverage more affordable.

As our commercial members reach their deductibles and out-of-pocket maximums, our medical costs rise, creating seasonality in the business with a higher percentage of earnings in the first half of the year.

Our presence in Spain is mainly associated with our subsidiaries operating as part of the Ribera Salud Group, which manages health administration concessions and private hospitals in various regions in Spain.

Ribera Salud Group also holds a noncontrolling investment in Slovakia, which provides radiology services in the region.

We also have a noncontrolling investment in the UK in Circle Health Group, which includes BMI Healthcare and represents the UK’s largest independent hospital operator.

We have implemented programs developed to achieve savings for our government customers and support providers with tools and information to improve health outcomes and quality of care for members.

We work to assist the states in which we operate in addressing the operating challenges they face.

*•Quality and Innovation.* Our innovative population health management programs focus on improving quality of care in areas that have the greatest impact on our members.

We concentrate on serving the whole person to impact outcomes and costs.

We recognize the importance of member-focused delivery of quality managed care services and have developed award winning education and outreach programs including the My Health Pays program, Start Smart for Your Baby, Living Well with Sickle Cell, Fluvention and MemberConnections.

We seek the National Committee for Quality Assurance (NCQA) and the Utilization Review Accreditation Commission (URAC) Health Plan Accreditation in eligible states.

- *Innovative Technology and Scalable Systems.* The ability to access data and translate it into meaningful information is essential to operating across a multi-state service area in a cost-effective manner.

Our centralized information systems support our core processing functions under a set of integrated databases and are designed to be both replicable and scalable to accommodate organic growth and growth from acquisitions.

We continue to enhance our systems in order to leverage the platforms we have developed for our existing states for configuration into new states or health plan acquisitions.

We believe our predictive modeling technology enables our population health management operations to proactively case and disease manage specific high risk members.

It can recommend medical care opportunities using a mix of company defined algorithms and evidence based medical guidelines.

Interventions are determined by the clinical indicators, the ability to improve health outcomes, and the risk profile of members.

We believe our integrated approach helps to assure that consistent sources of claim and member information are provided across all of our health plans.

Our membership and claims processing systems are capable of expanding to support additional members in an efficient manner.

*•Financial Strength and Scale.* We are a large healthcare enterprise with $111.1 billion in revenue and $5.5 billion in operating cash flow in 2020.

The cash portion of the acquisition was funded through the issuance of long-term debt in December 2019.

The business discussion reflects only Centene operations in 2019, prior to the completion of the WellCare Acquisition, unless specifically noted.

In June 2019, we purchased an additional 40% ownership in Ribera Salud for $54 million, bringing our total ownership to 90%.

Ribera Salud manages health administration concessions in various regions in Spain.

We also have additional noncontrolling investments in the UK.

Our equity method investee in Slovakia provides radiology services in the region.

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| • | *Quality and Innovation.* Our innovative population health management programs focus on improving quality of care in areas that have the greatest impact on our members. We concentrate on serving the whole person to impact outcomes and costs. We recognize the importance of member-focused delivery of quality managed care services and have developed award winning education and outreach programs including the My Health Pays program, On.Demand Diabetes, Start Smart For Your Baby, and MemberConnections. It is our objective to provide access to the highest quality of care for our members. As a validation of that objective, we pursue accreditation by independent organizations that have been established to promote healthcare quality. We seek the National Committee for Quality Assurance (NCQA) and the Utilization Review Accreditation Commission (URAC) Health Plan Accreditation in eligible states. |

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| • | *Innovative Technology and Scalable Systems.* The ability to access data and translate it into meaningful information is essential to operating across a multi-state service area in a cost-effective manner. Our centralized information systems support our core processing functions under a set of integrated databases and are designed to be both replicable and scalable to accommodate organic growth and growth from acquisitions. We continue to enhance our systems in order to leverage the platforms we have developed for our existing states for configuration into new states or health plan acquisitions. We believe our predictive modeling technology enables our population health management operations to proactively case and disease manage specific high risk members. It can recommend medical care opportunities using a mix of company defined algorithms and evidence based medical guidelines. Interventions are determined by the clinical indicators, the ability to improve health outcomes, and the risk profile of members. We believe our integrated approach helps to assure that consistent sources of claim and member information are provided across all of our health plans. Our membership and claims processing system is capable of expanding to support additional members in an efficient manner. |

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| *•* | *Financial Strength and Scale.* We are a large healthcare enterprise with approximately $75 billion in revenue and $1.5 billion in operating cash flow in 2019. Our strong historical operating performance, size, and scale allow us to continue to grow, diversify and invest in our businesses through strategic acquisitions and investments in technology and other resources that support our business, allowing us to navigate the changing healthcare landscape. We are a leader in the four largest Medicaid states. We seek to continue to increase our Medicaid, Medicare and Health Insurance Marketplace membership through alliances with key providers, outreach efforts, development and implementation of community-specific products and acquisitions. In 2020, we expanded our Health Insurance Marketplace footprints in several existing markets, and we completed the WellCare Acquisition, further expanding our scale and presence. In addition, a nationally recognized statistical rating organization recently raised our long-term issuer credit rating to an investment grade rating. |

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| *•* | *Diversified Business Lines.* We continue to broaden our service offerings to address areas that we believe have been traditionally under-served by Medicaid and Medicare managed care organizations. In addition to our Medicaid, Medicare, and Medicaid-related managed care services, our service offerings include behavioral health management, care management software, correctional healthcare services, dental benefits management, commercial programs, primary care services, life and health management, vision benefits management, pharmacy benefits management, specialty pharmacy, telehealth services and government-sponsored care under its federal contracts with the Department of Defense (DoD). Through the utilization of a multi-business line approach, we are able to improve the quality of care, improve outcomes, diversify our revenues and help control our medical costs. In 2019, we served managed care members in 30 states through approximately 350 product solutions. We are constantly evaluating new opportunities for expansion both domestically and abroad. |

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| • | *Localized Approach with Centralized Support Infrastructure.* We take a localized approach to managing our subsidiaries, including provider and member services. This approach enables us to facilitate access by our members to high quality, culturally sensitive healthcare services. Our systems and procedures have been designed to address these community-specific challenges through outreach, education, transportation and other member support activities. For example, our community outreach programs work with our members and their communities to promote health and self-improvement through education on how best to access care. We complement this localized approach with a centralized infrastructure of support functions such as finance, information systems and claims processing, which allows us to minimize selling, general and administrative (SG&A) expenses and to integrate and realize synergies from acquisitions. We believe this combined approach allows us to efficiently integrate new business opportunities in both Managed Care and Specialty Services, while maintaining our local accountability and improved access. |

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| • | *Data-driven approaches to balance cost and verify eligibility.* We seek to ensure effective outreach procedures for new members, then educate them and ensure they receive needed services as quickly as possible. Our IT department has created mapping/translation programs for loading membership and linking membership eligibility status to all of Centene's subsystems. We utilize predictive modeling technology to proactively case and disease manage specific high risk members. In addition, we have developed Centelligence, our enterprise data warehouse system to provide a seamless flow of data across our organization, enabling providers and case managers to access information, apply analytical insight and make informed decisions. |

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[removed: Form 10-K][added: Form 10-K]

[removed: |] ☒ [removed: |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [removed: |]

For the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2019][added: 2020]

[removed: |] ☐ [removed: |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [removed: |]

[removed: | |] For the transition period from to [removed: |]

Commission file [removed: number: 001-31826][added: number: 001-31826]

| Delaware | | [added: | | | |] 42-1406317 | [added: | |]

| (State or other jurisdiction of incorporation or organization) | | [added: | | | |] (I.R.S. Employer Identification Number) | [added: | |]

| 7700 Forsyth Boulevard | | | [added: | | | | | |]

| St. Louis, | [added: | |] Missouri | [added: | |] 63105 | [added: | |]

| (Address of principal executive offices) | | [added: | | | |] (Zip Code) | [added: | |]

Registrant's telephone number, including area code: [removed: (314) 725-4477][added: (314) 725-4477]

| Title of Each Class | [added: | |] Trading Symbol(s) | [added: | |] Name of Each Exchange on Which Registered | [added: | |]

| Common Stock, $0.001 Par Value | [added: | |] CNC | [added: | |] New York Stock Exchange | [added: | |]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [added: a] smaller reporting company, or an emerging growth company.

| Large accelerated filer | [added: | |] ☒ | [added: | |] Accelerated filer | [added: | |] ☐ | [added: | |]

| Non-accelerated filer | [added: | |] ☐ | [added: | |] Smaller reporting company | [added: | |] ☐ | [added: | |]

| | | [added: | | | |] Emerging growth company | [added: | |] ☐ | [added: | |]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based upon the last reported sale price of the common stock on the New York Stock Exchange on June 30, [removed: 2019,] [added: 2020,] was [removed: $21.7] [added: $36.8] billion.

As of February [removed: 14, 2020,] [added: 19, 2021,] the registrant had [removed: 586,768,957] [added: 581,593,037] shares of common stock issued and outstanding.

Portions of the Proxy Statement for the registrant's [removed: 2020] [added: 2021] annual meeting of stockholders are incorporated by reference in Part III, Items 10, 11, 12, 13 and 14.

| | | | [added: | | | | | |] PAGE | [added: | |]

| Part I | | | | [added: | | | | | | | |]

| Item 1. | | [removed: [Business](#s6DFC0AED39075E52BDE7A57994A34382)] | [removed: [1](#s6DFC0AED39075E52BDE7A57994A34382)] | [added: | | [Business](#i472c0331253e47d58d9d1a966ac282de_19) | | | [1](#i472c0331253e47d58d9d1a966ac282de_19) | | |]

| Item 1A. | | [added: | | | |] [Risk [removed: Factors](#sA644A3D5E0D15AEF95CCCB5500874116)] [added: Factors](#i472c0331253e47d58d9d1a966ac282de_22)] | [removed: [20](#sA644A3D5E0D15AEF95CCCB5500874116)] | [added: | [23](#i472c0331253e47d58d9d1a966ac282de_22) | | |]

| Item 1B. | | [added: | | | |] [Unresolved Staff [removed: Comments](#s694B03D69F115711894F7CB0FCBA3723)] [added: Comments](#i472c0331253e47d58d9d1a966ac282de_25)] | [removed: [34](#s694B03D69F115711894F7CB0FCBA3723)] | [added: | [38](#i472c0331253e47d58d9d1a966ac282de_25) | | |]

| Item 2. | | [removed: [Properties](#s6A97E90503CC5E6486D2E0ACCF66DFB3)] | [removed: [34](#s6A97E90503CC5E6486D2E0ACCF66DFB3)] | [added: | | [Properties](#i472c0331253e47d58d9d1a966ac282de_28) | | | [38](#i472c0331253e47d58d9d1a966ac282de_28) | | |]

| Item 3. | | [added: | | | |] [Legal [removed: Proceedings](#sB9BB8CE77FE450089FAABC3D500842D0)] [added: Proceedings](#i472c0331253e47d58d9d1a966ac282de_31)] | [removed: [34](#sB9BB8CE77FE450089FAABC3D500842D0)] | [added: | [38](#i472c0331253e47d58d9d1a966ac282de_31) | | |]

| Item 4. | | [added: | | | |] [Mine Safety [removed: Disclosures](#s207B8F794F08597C8FF2931651938CFD)] [added: Disclosures](#i472c0331253e47d58d9d1a966ac282de_34)] | [removed: [34](#s207B8F794F08597C8FF2931651938CFD)] | [added: | [38](#i472c0331253e47d58d9d1a966ac282de_34) | | |]

| Part II | | | | [added: | | | | | | | |]

| Item 5. | | [added: | | | |] [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#sFE11CF0FFD7A53C29CEBD5BE4F29FC1C)] [added: Securities](#i472c0331253e47d58d9d1a966ac282de_40)] | [removed: [35](#sFE11CF0FFD7A53C29CEBD5BE4F29FC1C)] | [added: | [39](#i472c0331253e47d58d9d1a966ac282de_40) | | |]

| Item 7. | | [added: | | | |] [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s7AF3129FCBEA524289D0786157ED86BD)] [added: Operations](#i472c0331253e47d58d9d1a966ac282de_46)] | [removed: [38](#s7AF3129FCBEA524289D0786157ED86BD)] | [added: | [42](#i472c0331253e47d58d9d1a966ac282de_46) | | |]

| Item 7A. | | [added: | | | |] [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s872DF102FE4651E683580B1DF3C28D04)] [added: Risk](#i472c0331253e47d58d9d1a966ac282de_73)] | [removed: [58](#s872DF102FE4651E683580B1DF3C28D04)] | [added: | [62](#i472c0331253e47d58d9d1a966ac282de_73) | | |]

| Item 8. | | [added: | | | |] [Financial Statements and Supplementary [removed: Data](#s2F6DB9AEF80B5C7C8D7CD2C0CB90C58A)] [added: Data](#i472c0331253e47d58d9d1a966ac282de_76)] | [removed: [59](#s2F6DB9AEF80B5C7C8D7CD2C0CB90C58A)] | [added: | [63](#i472c0331253e47d58d9d1a966ac282de_76) | | |]

| Item 9. | | [added: | | | |] [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s9BCD58AF4128527E83CA747C786F47C0)] [added: Disclosure](#i472c0331253e47d58d9d1a966ac282de_196)] | [removed: [101](#s9BCD58AF4128527E83CA747C786F47C0)] | [added: | [104](#i472c0331253e47d58d9d1a966ac282de_196) | | |]

| Item 9A. | | [added: | | | |] [Controls and [removed: Procedures](#s04656ED8FF965A04A98FBC3829E49927)] [added: Procedures](#i472c0331253e47d58d9d1a966ac282de_199)] | [removed: [101](#s04656ED8FF965A04A98FBC3829E49927)] | [added: | [104](#i472c0331253e47d58d9d1a966ac282de_199) | | |]

| Item 9B. | | [added: | | | |] [Other [removed: Information](#s0CFE7E1AB66C593AA47857062E4588C1)] [added: Information](#i472c0331253e47d58d9d1a966ac282de_205)] | [removed: [103](#s0CFE7E1AB66C593AA47857062E4588C1)] | [added: | [106](#i472c0331253e47d58d9d1a966ac282de_205) | | |]

| Part III | | | | [added: | | | | | | | |]

| Item 10. | | [added: | | | |] [Directors, Executive Officers and Corporate [removed: Governance](#s4317FA50F8A059B0933CD8F4206A6FA3)] [added: Governance](#i472c0331253e47d58d9d1a966ac282de_211)] | [removed: [103](#s4317FA50F8A059B0933CD8F4206A6FA3)] | [added: | [106](#i472c0331253e47d58d9d1a966ac282de_211) | | |]

| Item 11. | | [added: | | | |] [Executive [removed: Compensation](#sB01ECEFFA26E53BB851A0812156EA36D)] [added: Compensation](#i472c0331253e47d58d9d1a966ac282de_214)] | [removed: [103](#sB01ECEFFA26E53BB851A0812156EA36D)] | [added: | [106](#i472c0331253e47d58d9d1a966ac282de_214) | | |]

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

| Item 6. | | | | | | [Removed and Reserved](#i472c0331253e47d58d9d1a966ac282de_2065) | | | [41](#i472c0331253e47d58d9d1a966ac282de_2065) | | |

| [Signatures](#i472c0331253e47d58d9d1a966ac282de_235) | | | | | | | | | [113](#i472c0331253e47d58d9d1a966ac282de_235) | | |

"Business," Part I, Item IA "Risk Factors," Part I, Item 3.

- the impact of COVID-19 on global markets, economic conditions, the healthcare industry and our results of operations and the response by governments and other third parties;

- the risk that regulatory or other approvals required for the Magellan Acquisition may be delayed or not obtained or are obtained subject to conditions that are not anticipated that could require the exertion of management's time and our resources or otherwise have an adverse effect on us;

- the risk that Magellan Health's stockholders do not approve the definitive merger agreement;

- the possibility that certain conditions to the consummation of the Magellan Acquisition will not be satisfied or completed on a timely basis and accordingly the Magellan Acquisition may not be consummated on a timely basis or at all;

- the exertion of management's time and our resources, and other expenses incurred and business changes required, in connection with complying with the undertakings in connection with any regulatory, governmental or third party consents or approvals for the Magellan Acquisition;

- the risk that potential litigation in connection with the Magellan Acquisition may affect the timing or occurrence of the Magellan Acquisition or result in significant costs of defense, indemnification and liability;

- a downgrade of the credit rating of our indebtedness, which could give rise to an obligation to redeem existing indebtedness;

- the possibility that competing offers will be made to acquire Magellan Health;

- disruption from the announcement, pendency and/or completion and/or integration of the Magellan Acquisition or the integration of the WellCare Acquisition, or similar risks from other acquisitions we may announce or complete from

United States of America" regarding the constitutionality of the ACA;

- our ability to adequately price products;

SUMMARY OF RISK FACTORS

Our business is subject to numerous risks and uncertainties that you should be aware of in evaluating our business, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows and prospects.

The risks include, but are not limited to, the following, all of which are more fully described in Part 1, Item 1A "Risk Factors" section below.

This summary should be read in conjunction with the Risk Factors section and should not be relied upon as an exhaustive summary of the material risks facing our business.

- Our business could be adversely affected by the effects of widespread public health pandemics, such as the spread of COVID-19;

- Our Medicare programs are subject to a variety of unique risks that could adversely impact our financial results;

- Failure to accurately estimate and price our medical expenses or effectively manage our medical costs or related administrative costs could negatively affect our results of operations, financial position and cash flows;

- Risk-adjustment payment systems make our revenue and results of operations more difficult to estimate and could result in retroactive adjustments that have a material adverse effect on our results of operations, financial condition and cash flows;

- Any failure to adequately price products offered or any reduction in products offered in the Health Insurance Marketplaces may have a negative impact on our results of operations, financial position and cash flow;

- We derive a portion of our cash flow and gross margin from our prescription drug plan (PDP) operations, for which we submit annual bids for participation.

The results of our bids could materially affect our results of operations, financial condition and cash flows;

- Our encounter data may be inaccurate or incomplete, which could have a material adverse effect on our results of operations, financial condition, cash flows and ability to bid for, and continue to participate in, certain programs;

- If any of our government contracts are terminated or are not renewed on favorable terms or at all, or if we receive an adverse finding or review resulting from an audit or investigation, our business may be adversely affected;

- Ineffectiveness of state-operated systems and subcontractors could adversely affect our business;

- Execution of our growth strategy may increase costs or liabilities, or create disruptions in our business;

- If competing managed care programs are unwilling to purchase specialty services from us, we may not be able to successfully implement our strategy of diversifying our business lines;

- If state regulators do not approve payments of dividends and distributions by our subsidiaries to us, we may not have sufficient funds to implement our business strategy;

- We derive a significant portion of our premium revenues from operations in a limited number of states, and our results of operations, financial position or cash flows could be materially affected by a decrease in premium revenues or profitability in any one of those states;

- Competition may limit our ability to increase penetration of the markets that we serve;

- If we are unable to maintain relationships with our provider networks, our profitability may be harmed;

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| Item 6. | | [Selected Financial Data](#s856A3865567F5E44BFD8151F50A7FFE5) | [37](#s856A3865567F5E44BFD8151F50A7FFE5) |

| [Signatures](#sEF9C226C32B45E398F68F161B34E15CF) | | | [111](#sEF9C226C32B45E398F68F161B34E15CF) |

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| • | unexpected costs, charges or expenses resulting from the WellCare Acquisition; |

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| • | the risk that, following the WellCare Acquisition, we may not be able to effectively manage our expanded operations; |

Market for Common [removed: Stock; Dividends][added: Stock]

| | [removed: 2020] [added: | | 2021] Stock Price (through February [removed: 14, 2020)] [added: 19, 2021)] | | | | | | | | [removed: 2019] [added: | | | | 2020] Stock Price | | | | | | | | [removed: 2018] [added: | | | | 2019] Stock Price | | | | | | | [added: | |]

| | [added: | |] High | | | | [added: | |] Low | | | | [added: | |] High | | | | [added: | |] Low | | | | [added: | |] High | | | | [added: | |] Low | | |

| First Quarter | [added: | |] $ | [removed: 68.64] [added: 70.26] | | | [added: | |] $ | [removed: 60.50] [added: 57.71] | | | [added: | |] $ | [removed: 69.25] [added: 68.64] | | | [added: | |] $ | [removed: 49.56] [added: 43.96] | | | [added: | |] $ | [removed: 56.21] [added: 69.25] | | | [added: | |] $ | [removed: 48.81] [added: 49.56] | |

| Second Quarter | | | | | | | | | [removed: 58.25] | | | | [removed: 45.44] | | [added: 74.70] | | [removed: 63.15] | | | | [removed: 52.14] [added: 53.83] | | | [added: | | | 58.25 | | | | | | 45.44 | | |]

| Third Quarter | | | | | | | | | [removed: 54.89] | | | | [removed: 42.77] | | [added: 68.45] | | [removed: 74.12] | | | | [removed: 60.51] [added: 53.60] | | | [added: | | | 54.89 | | | | | | 42.77 | | |]

| Fourth Quarter | | | | | | | | | [removed: 63.79] | | | | [removed: 41.62] | | [added: 72.31] | | [removed: 74.49] | | | | [removed: 54.25] [added: 57.56] | | | [added: | | | 63.79 | | | | | | 41.62 | | |]

As of February [removed: 14, 2020,] [added: 19, 2021,] there were [removed: 1,134] [added: 1,120] holders of record of our common stock.

[removed: Based on the closing stock price of $66.76 on January 22, 2020, we] [added: We] have approximately [removed: 14.2] [added: 5.5] million available shares remaining under the program for repurchases as of December 31, [removed: 2019.][added: 2020.]

| Issuer Purchases of Equity Securities Fourth Quarter [removed: 2019] [added: 2020] (shares in thousands) | | | | | | | | | | | | [added: | | | | | | | | | | | | | | |]

| Period | | [added: | | | |] Total Number of Shares Purchased(1) | | [added: | | | |] Average [removed: Price Paid per Share] [added: Price Paid per Share] | | | | [added: | |] Total [removed: Number of Shares Purchased as Part] [added: Number] of [removed: Publicly Announced Plans or] [added: Shares Purchased as Part of Publicly Announced Plans or] Programs | | | [added: | | |] Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs(2) | [added: | |]

| (1) Shares acquired represent shares relinquished to the Company by certain employees for payment of taxes or option cost upon vesting of restricted stock units or option exercise. | | | | | | | | | | | | [added: | | | | | | | | | | | | | | |]

| (2) Our Board of Directors adopted a stock repurchase program which allows for repurchases of up to [removed: a] [added: 14,160 thousand shares. A] remaining amount of [removed: 14,160] [added: 5,488] thousand [removed: shares.] [added: shares are available under the program. No duration has been placed on the repurchase program.] | | | | | | | | | | | | [added: | | | | | | | | | | | | | | |]

The graph below compares the cumulative total stockholder return on our common stock for the period from December 31, [removed: 2014] [added: 2015] to December 31, [removed: 2019] [added: 2020] with the cumulative total return of the New York Stock Exchange Composite Index, the Standard & Poor's Supercomposite Managed Healthcare Index and the Standard & Poor's 500 over the same period.

The graph assumes an investment of $100 on December 31, [removed: 2014] [added: 2015] in our common stock (at the last reported sale price on such day), the New York Stock Exchange Composite Index, the Standard & Poor's Supercomposite Managed Healthcare Index, and the Standard & Poor's 500 and assumes the reinvestment of any dividends.

[removed: ][added: ]

| | [added: | |] December 31, | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]

| | [removed: 2014] | | [added: 2015] | | [removed: 2015] | | | | 2016 | | | | [added: | |] 2017 | | | | [added: | |] 2018 | | | | [added: | |] 2019 | | | [added: | | | 2020 | | |]

| New York Stock Exchange Composite Index | [added: | |] 100.00 | | | | [removed: 93.58] | | [added: 109.01] | | [removed: 102.01] | | | | [removed: 118.17] [added: 126.28] | | | | [removed: 104.94] | | [added: 112.14] | | [removed: 128.36] | | | [added: | 137.16 | | | | | | 143.19 | | |]

| Centene Corporation closing stock price | [removed: $] | [removed: 25.97] | [added: $] | [added: 32.90] | [removed: $] | [removed: 32.91] | | | $ | [removed: 28.26] [added: 28.25] | | | [added: | |] $ | 50.44 | | | [added: | |] $ | 57.65 | | | [added: | |] $ | 62.87 | | [added: | | | $ | 60.03 | |]

| Centene Corporation annual stockholder return | [removed: 76.2] | | [added: 26.7 | |] % | | [removed: 26.7] | | [removed: %] [added: (14.1)] | | [removed: (14.1] [added: %] | | [removed: )%] | | 78.5 | | % | | [added: | |] 14.3 | | % | | [added: | |] 9.1 | | % | [added: | | | (4.5) | | % |]

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During the first quarter of 2020, we used proceeds from divestitures to repurchase 8.7 million shares of Centene common stock for $500 million through our stock repurchase program.

In February 2021, our Board of Directors approved an increase in the Company's existing share repurchase program for its common stock.

With the increase, the Company is authorized to repurchase up to $1.0 billion of shares of the Company's common stock, inclusive of the previously approved stock repurchase program.

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| October 1 – October 31, 2020 | | | | | | 3 | | | | | | $ | 65.26 | | | | | — | | | | | | 5,488 | | |

| November 1 – November 30, 2020 | | | | | | 4 | | | | | | 64.40 | | | | | | — | | | | | | 5,488 | | |

| December 1 – December 31, 2020 | | | | | | 867 | | | | | | 61.04 | | | | | | — | | | | | | 5,488 | | |

| Total | | | | | | 874 | | | | | | $ | 61.07 | | | | | — | | | | | | 5,488 | | |

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| Centene Corporation | | | $ | 100.00 | | | | | $ | 85.87 | | | | | $ | 153.31 | | | | | $ | 175.23 | | | | | $ | 191.09 | | | | | $ | 182.46 | |

| S&P Supercomposite Managed Healthcare Index | | | 100.00 | | | | | | 118.21 | | | | | | 168.16 | | | | | | 185.45 | | | | | | 220.03 | | | | | | 252.75 | | |

| S&P 500 | | | 100.00 | | | | | | 109.54 | | | | | | 130.81 | | | | | | 122.65 | | | | | | 158.07 | | | | | | 183.77 | | |

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On December 12, 2018, the Board of Directors declared a two-for-one split of Centene's common stock in the form of a 100% stock dividend distributed on February 6, 2019 to stockholders of record as of December 24, 2018.

All share, per share and stock price information presented in this Form 10-K has been adjusted for the two-for-one stock split.

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We have never declared any cash dividends on our capital stock and currently anticipate that we will retain any future earnings for the development, operation and expansion of our business.

During the year ended December 31, 2019, we did not repurchase any shares through this publicly announced program.

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| October 1 – October 31, 2019 | | 2 | | $ | 43.91 | | | — | | | 14,160 |

| November 1 – November 30, 2019 | | 3 | | 54.50 | | | | — | | | 14,160 |

| December 1 – December 31, 2019 | | 581 | | 59.01 | | | | — | | | 14,160 |

| Total | | 586 | | $ | 58.92 | | | — | | | 14,160 |

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| Centene Corporation | $ | 100.00 | | | $ | 126.72 | | | $ | 108.82 | | | $ | 194.22 | | | $ | 221.99 | | | $ | 242.09 | |

| S&P Supercomposite Managed Healthcare Index | 100.00 | | | | 120.04 | | | | 141.90 | | | | 201.86 | | | | 222.62 | | | | 264.13 | | |

| S&P 500 | 100.00 | | | | 99.27 | | | | 108.74 | | | | 129.86 | | | | 121.76 | | | | 156.92 | | |

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The following selected consolidated financial data should be read in conjunction with the consolidated financial statements and related notes and "Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K.

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| | Year Ended December 31, | | | | | | | | | | | | | | | | | | |

| | 2019 | | | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | |

| | (In millions, except share data in dollars and membership data) | | | | | | | | | | | | | | | | | | |

| Consolidating Operating Results | | | | | | | | | | | | | | | | | | | |

| Total Revenues | $ | 74,639 | | | $ | 60,116 | | | $ | 48,382 | | | $ | 40,607 | | | $ | 22,760 | |

| Net earnings attributable to Centene Corporation | $ | 1,321 | | | $ | 900 | | | $ | 828 | | | $ | 562 | | | $ | 355 | |

| Basic net earnings per share attributable to Centene Corporation | $ | 3.19 | | | $ | 2.31 | | | $ | 2.40 | | | $ | 1.76 | | | $ | 1.49 | |

| Diluted net earnings per share attributable to Centene Corporation | $ | 3.14 | | | $ | 2.26 | | | $ | 2.34 | | | $ | 1.71 | | | $ | 1.44 | |

| Health benefits ratio (1) | 87.3 | | % | | 85.9 | | % | | 87.3 | | % | | 86.5 | | % | | 88.9 | | % |

| Selling, general and administrative expense ratio (2) | 9.3 | | % | | 10.7 | | % | | 9.7 | | % | | 9.8 | | % | | 8.5 | | % |

| Membership | 15,241,800 | | | | 14,171,200 | | | | 12,207,100 | | | | 11,441,800 | | | | 5,107,900 | | |

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| Consolidated Balance Sheet Data | | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents, Investments and Restricted deposits | $ | 21,361 | | | $ | 13,480 | | | $ | 10,050 | | | $ | 9,118 | | | $ | 3,978 | |

| Total assets | 40,994 | | | | 30,901 | | | | 21,855 | | | | 20,197 | | | | 7,339 | | |

| Medical claims liability | 7,473 | | | | 6,831 | | | | 4,286 | | | | 3,929 | | | | 2,298 | | |

| Long-term debt | 13,638 | | | | 6,648 | | | | 4,695 | | | | 4,651 | | | | 1,216 | | |

| Total stockholders' equity | 12,659 | | | | 11,013 | | | | 6,864 | | | | 5,909 | | | | 2,168 | | |

| _______________ | | | | | | | | | | | | | | | | | | | |

| (1) Health benefits ratio represents medical costs as a percentage of premium revenue. | | | | | | | | | | | | | | | | | | | |

| (2) Selling, general and administrative (SG&A) expense ratio represents SG&A expenses as a percentage of premium and service revenues. | | | | | | | | | | | | | | | | | | | |

We have audited the accompanying consolidated balance sheets of Centene Corporation and subsidiaries (the Company) as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of operations, comprehensive earnings, stockholders' equity, and cash flows for each of the years in the three‑year period ended December 31, [removed: 2019,] [added: 2020,] and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, [removed: 2019,] [added: 2020,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 18, 2020] [added: 22, 2021] expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

As discussed in [removed: Notes] [added: Note] 2 [removed: and 8] to the consolidated financial statements, the Company's medical claims liability includes claims reported but not yet paid, estimates for claims incurred but not reported, and estimates for the costs necessary to process unpaid claims.

The [added: following are the] primary procedures we performed to address this critical audit [removed: matter included the following.][added: matter.]

[removed: We tested certain internal] [added: This included] controls over the Company's process to evaluate the estimate of the medical claims liability including the results of the Company's independent actuaries' analysis.

We involved actuarial professionals with specialized skills and knowledge who evaluated the [removed: Company's methodology for consistency with] [added: actuarial methods used by] the [removed: Actuarial Standards of Practice.][added: Company to estimate the medical claims liability.]

With the assistance of the actuarial professionals, we challenged the Company's estimate of the medical claims liability, including the effects of moderately adverse conditions, by developing an independent [removed: estimate,] [added: estimate for certain health plans using the Company's medical claims data,] and relative range.

As discussed in [removed: Notes] [added: Note] 2 [removed: and 9] to the consolidated financial statements, the Affordable Care Act (ACA) established a permanent risk adjustment program.

[removed: At December 31, 2019,] [added: As discussed in Note 9,] the Company recorded an estimated asset and liability (the ACA risk adjustment accruals) of [removed: $245 million] [added: $340 million,] and [removed: $1,239] [added: $1,224] million, [removed: respectively.][added: respectively at December 31, 2020.]

The Company's estimates are based on its analysis of member data, claims data, and projections of claims data expected to be submitted by the Company, and other insurance plans, to [removed: the Centers for Medicare and Medicaid Services (CMS)] [added: CMS] for settlement.

The final settlement of the December 31, [removed: 2019] [added: 2020] ACA risk adjustment accruals is scheduled to be determined by [removed: CMS] [added: the Centers for Medicare and Medicaid Services (CMS)] in June [removed: 2020,] [added: 2021,] based on data submitted by insurance companies through April [removed: 2020.][added: 2021.]

The [added: following are the] primary procedures we performed to address this critical audit [removed: matter included the following.][added: matter.]

We [added: evaluated the design and] tested [added: the operating effectiveness of] certain internal controls over the Company's process to develop the estimated ACA risk adjustment accruals.

Additionally, the actuarial professionals assisted in evaluating the projections of claims data utilized to estimate the ACA risk adjustment accruals, and assessed the methodologies utilized by the Company for consistency with [removed: Actuarial Standards of Practice.][added: industry practice.]

| | [added: | |] December 31, [removed: 2019] [added: 2020] | | | | [added: | |] December 31, [removed: 2018] [added: 2019] | | |

| ASSETS | | | | | | | | [added: | | | |]

| Current assets: | | | | | | | | [added: | | | |]

| Cash and cash equivalents | [added: | |] $ | [added: 10,800 | | | | | $ |] 12,123 | | | [added: | |] $ | 5,342 | |

| Premium and trade receivables | [removed: 6,247] | | [added: 9,696] | | [removed: 5,150] | | | [added: | 6,247 | | |]

| Short-term investments | [removed: 863] | | [added: 1,580] | | [removed: 722] | | | [added: | 863 | | |]

| Other current assets | [removed: 1,090] | | [added: 1,317] | | [removed: 784] | | | [added: | 1,090 | | |]

| Total current assets | [removed: 20,323] | | [added: 23,393] | | [removed: 11,998] | | | [added: | 20,323 | | |]

| Long-term investments | [removed: 7,717] | | [added: 12,853] | | [removed: 6,861] | | | [added: | 7,717 | | |]

| Restricted deposits | [removed: 658] | | [added: 1,060] | | [removed: 555] | | | [added: | 658 | | |]

| Property, software and equipment, net | [removed: 2,121] | | [added: 2,774] | | [removed: 1,706] | | | [added: | 2,121 | | |]

| Goodwill | [removed: 6,863] | | [added: 18,652] | | [removed: 7,015] | | | [added: | 6,863 | | |]

| Intangible assets, net | [removed: 2,063] | | [added: 8,388] | | [removed: 2,239] | | | [added: | 2,063 | | |]

| Other long-term assets | [removed: 1,249] | | [added: 1,599] | | [removed: 527] | | | [added: | 1,249 | | |]

| Total assets | [added: | |] $ | [removed: 40,994] [added: 68,719] | | | [added: | |] $ | [removed: 30,901] [added: 40,994] | |

| LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERS' EQUITY | | | | | | | | [added: | | | |]

| Current liabilities: | | | | | | | | [added: | | | |]

| Medical claims liability | [added: | |] $ | [removed: 7,473] [added: 12,438] | | | [added: | |] $ | [removed: 6,831] [added: 7,473] | |

| Accounts payable and accrued expenses | [removed: 4,164] | | [added: 7,069] | | [removed: 4,051] | | | [added: | 4,164 | | |]

| Return of premium payable | [removed: 824] | | [added: 1,458] | | [removed: 666] | | | [added: | 824 | | |]

| Unearned revenue | [removed: 383] | | [added: 523] | | [removed: 385] | | | [added: | 383 | | |]

| Current portion of long-term debt | [removed: 88] | | [added: 97] | | [removed: 38] | | | [added: | 88 | | |]

| Total current liabilities | [removed: 12,932] | | [added: 21,585] | | [removed: 11,971] | | | [added: | 12,932 | | |]

| Long-term debt | [removed: 13,638] | | [added: 16,682] | | [removed: 6,648] | | | [added: | 13,638 | | |]

| Other long-term [removed: liabilities] [added: liabilities:] | [removed: 1,732] | | | | [removed: 1,259] | | | [added: | | | | | | | | | | | | | | | |]

*Evaluation of acquisition-date fair value of purchased contract rights and customer relationships intangible assets acquired in the WellCare Health Plans, Inc. business combination*

As discussed in Note 3 to the consolidated financial statements, the Company acquired WellCare Health Plans, Inc. (WellCare) in a business combination on January 23, 2020.

In connection with the transaction, the Company recorded purchased contract rights and customer relationships intangible assets associated with the generation of future income from WellCare’s existing contracts and customers.

The acquisition-date fair value for the purchased contract rights and customer relationships assets was $5,737 million.

We identified the evaluation of the acquisition-date fair value of purchased contract rights and customer relationships intangible assets acquired in the WellCare business combination as a critical audit matter.

There was a higher degree of

[Table](#i472c0331253e47d58d9d1a966ac282de_7) [of Contents](#i472c0331253e47d58d9d1a966ac282de_7)

auditor judgment involved in evaluating certain of management’s assumptions used in determining the fair value of these intangible assets.

Specifically, the assumptions for the contract renewal probabilities for Medicaid contracts and member attrition rates for Medicare and Prescription Drug Plans were challenging to assess as there was limited observable market information.

The determination of the fair value of the purchased contract rights and customer relationships assets was sensitive to possible changes in the assumptions used in the forecast for contract renewal probabilities and member attrition rates.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the critical audit matter.

This included controls related to the Company’s acquisition-date fair value process and the development of the relevant assumptions identified above.

We evaluated the estimated contract renewal probabilities for Medicaid contracts by comparing to the historical managed care contract renewal results of the Company and certain internal and external factors.

We evaluated the estimated member attrition rates for Medicare and Prescription Drug Plans by comparing to the historical Medicare and Prescription Drug Plans member attrition rates of WellCare.

We also compared the member attrition rates to previous acquisitions made by the Company and certain internal and external factors.

We performed sensitivity analyses over the contract renewal probabilities and member attrition rate assumptions to assess their impact on the Company’s determination of the fair value of the purchased contract rights and customer relationships assets.

We involved valuation professionals with specialized skills and knowledge, who compared the models used by the Company to calculate the contract renewal probabilities and member attrition rate assumptions to generally accepted valuation practices.

As discussed in Note 8 to the consolidated financial statements, the balance at December 31, 2020 was $12,438 million.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the critical audit matter.

[Table](#i472c0331253e47d58d9d1a966ac282de_7) [of Contents](#i472c0331253e47d58d9d1a966ac282de_7)

The following are the primary procedures we performed to address this critical audit matter.

[Table](#i472c0331253e47d58d9d1a966ac282de_7) [of Contents](#i472c0331253e47d58d9d1a966ac282de_7)

| Cash and cash equivalents | | | $ | 10,800 | | | | | $ | 12,123 | |

| Deferred tax liability | | | 1,534 | | | | | | 189 | | |

[Table](#i472c0331253e47d58d9d1a966ac282de_7) [of Contents](#i472c0331253e47d58d9d1a966ac282de_7)

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The balance at December 31, 2019 was $7,473 million, or 26% of total liabilities.

February 18, 2020

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| Balance, December 31, 2016 | 356,268 | | | $ | — | | | $ | 4,190 | | | $ | (36 | ) | | $ | 1,920 | | | 12,430 | | | $ | (179 | ) | | $ | 14 | | | $ | 5,909 | |

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| Contribution from noncontrolling interest | 21 | | | | — | | | | — | | |

The Company monitors the difference between the cost and fair value of investments.

Investments that experience a decline in value that is judged to be other than temporary are written down to fair value and a realized loss is recorded in investment and other income.

These investments are recorded at the lower of their cost or fair value adjusted for the Company's proportionate share of earnings or losses.

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| • | Interest rate swap: Estimated based on third-party market prices based on the forward 1-month or 3-month LIBOR curve. |

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Evaluation of Disclosure Controls and Procedures - Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, [removed: 2019.][added: 2020.]

Based on the evaluation of our disclosure controls and procedures as of December 31, [removed: 2019,] [added: 2020,] our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Based on our evaluation under the framework in *Internal Control - Integrated Framework (2013)*, our management concluded that our internal control over financial reporting was effective at the reasonable assurance level as of December 31, [removed: 2019.][added: 2020.]

Our management's assessment of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included herein.

We have audited Centene Corporation and subsidiaries' (the Company) internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of operations, comprehensive earnings, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2019,] [added: 2020,] and the related notes (collectively, the consolidated financial statements), and our report dated February [removed: 18, 2020] [added: 22, 2021] expressed an unqualified opinion on those consolidated financial statements.

Changes in Internal Control Over Financial Reporting \- On January 23, 2020, we acquired WellCare.

Management has finalized our evaluation of the internal controls and has integrated WellCare's internal controls over financial reporting with our existing internal controls over financial reporting.

This integration has led to changes in the internal controls over financial reporting for us and the acquired WellCare business.

We have not experienced any material impact to our internal controls over financial reporting even though our global workforce continues to primarily work-from-home due to COVID-19.

We are continually monitoring and assessing the COVID-19 situation and its impact on our internal controls.

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February 22, 2021

[Table](#i472c0331253e47d58d9d1a966ac282de_7) [of Contents](#i472c0331253e47d58d9d1a966ac282de_7)

Changes in Internal Control Over Financial Reporting \- No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the year ended December 31, 2019, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

February 18, 2020

Information concerning our directors will appear in our Proxy Statement for our [removed: 2020] [added: 2021] annual meeting of stockholders under "Proposal One: Election of Directors." This portion of the Proxy Statement is incorporated herein by reference.

Information concerning our [removed: executive officers' compliance with Section 16(a) of the Exchange Act will appear in our Proxy Statement for our 2020 annual meeting of stockholders under "Delinquent Section 16(a) Reports." Information concerning our] audit committee financial expert and identification of our audit committee will appear in our Proxy Statement for our [removed: 2020] [added: 2021] annual meeting of stockholders under "Board of Directors Committees." Information concerning our code of ethics will appear in our Proxy Statement for our [removed: 2020] [added: 2021] annual meeting of stockholders under "Corporate Governance and Risk Management." These portions of our Proxy Statement are incorporated herein by reference.

Information concerning certain corporate governance matters will appear in our Proxy Statement for our [removed: 2020] [added: 2021] annual meeting of stockholders under "Corporate Governance and Risk Management." These portions of our Proxy Statement are incorporated herein by reference.

Information concerning our executive officers' compliance with Section 16(a) of the Exchange Act will appear in our Proxy Statement for our 2021 annual meeting of stockholders under "Delinquent Section 16(a) Reports, if applicable."

Information concerning executive compensation will appear in our Proxy Statement for our [removed: 2020] [added: 2021] Annual Meeting of Stockholders under "Information About Executive Compensation." Information concerning Compensation Committee interlocks and insider participation will appear in the Proxy Statement for our [removed: 2020] [added: 2021] Annual Meeting of Stockholders under "Compensation Committee Interlocks and Insider Participation." These portions of the Proxy Statement are incorporated herein by reference.

Information concerning the security ownership of certain beneficial owners and management and our equity compensation plans will appear in our Proxy Statement for our [removed: 2020] [added: 2021] annual meeting of stockholders under "Information About Stock Ownership" and "Equity Compensation Plan Information." These portions of the Proxy Statement are incorporated herein by reference.

Information concerning director independence, certain relationships and related transactions will appear in our Proxy Statement for our [removed: 2020] [added: 2021] annual meeting of stockholders under "Corporate Governance and Risk [removed: Management"] [added: Management," "Director Independence"] and "Related Party Transactions." These portions of our Proxy Statement are incorporated herein by reference.

Information concerning principal accountant fees and services will appear in our Proxy Statement for our [removed: 2020] [added: 2021] annual meeting of stockholders under "Proposal [removed: Two:] [added: Three:] Ratification of Appointment of Independent Registered Public Accounting Firm." This portion of our Proxy Statement is incorporated herein by reference.

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[removed: | (a) | Financial] [added: (a)Financial] Statements and Schedules [removed: |]

[removed: | 1. |] Financial Statements: [removed: |]

Consolidated Balance Sheets as of December 31, [removed: 2019] [added: 2020] and [removed: 2018][added: 2019]

Consolidated Statements of Operations for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017][added: 2018]

Consolidated Statements of Comprehensive Earnings for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017][added: 2018]

Consolidated Statements of Stockholders' Equity for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017][added: 2018]

Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017][added: 2018]

[removed: | 2. |] Financial Statement Schedules: [removed: |]

[removed: | 3. |] The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this filing. [removed: |]

| | | | | | | | [added: | | | | | | | | | | |] INCORPORATED BY REFERENCE 1 | | | | | [added: | | | | | | | | | |]

| EXHIBIT NUMBER | | | [added: | | |] DESCRIPTION | | [removed: FILED WITH] [added: | | | | FILED WITH] THIS [removed: FORM 10-K] [added: FORM 10-K] | | [added: | | | |] FORM | | [added: | | | |] FILING [removed: DATE WITH] [added: DATE WITH] SEC | | [removed: EXHIBIT NUMBER] | [added: | | | EXHIBIT NUMBER | | |]

| [removed: 2.2] [added: 2.1] | | | [added: | | |] [Agreement and Plan of Merger, dated as of March 26, 2019, by and among Centene Corporation, Wellington Merger Sub I, Inc., Wellington Merger Sub II, Inc., and WellCare Health Plans, [removed: Inc., incorporated by reference to Exhibit 2.1 to Centene Corporation's Current Report on Form 8-K dated March 27, 2019.](http://www.sec.gov/Archives/edgar/data/1071739/000119312519087588/d612092dex21.htm)] [added: Inc](http://www.sec.gov/Archives/edgar/data/1071739/000119312519087588/d612092dex21.htm)[.](http://www.sec.gov/Archives/edgar/data/1071739/000119312519087588/d612092dex21.htm)] | | | | [added: | | | | | | | |] 8-K | | [added: | | | |] March 27, 2019 | | [added: | | | |] 2.1 | [added: | |]

| 3.1 | | | [added: | | |] [Certificate of Incorporation of Centene Corporation](http://www.sec.gov/Archives/edgar/data/1071739/000095010901504218/dex32.txt) | | | | [added: | | | | | | | |] S-1 | | [added: | | | |] October 9, 2001 | | [added: | | | |] 3.2 | [added: | |]

| 3.1a | | | [added: | | |] [Certificate of Amendment to Certificate of Incorporation of Centene Corporation, dated November 8, 2001](http://www.sec.gov/Archives/edgar/data/1071739/000094018001500572/dex32a.txt) | | | | [added: | | | | | | | |] S-1/A | | [added: | | | |] November 13, 2001 | | [added: | | | |] 3.2a | [added: | |]

| 3.1b | | | [added: | | |] [Certificate of Amendment to Certificate of Incorporation of Centene Corporation as filed with the Secretary of State of the State of Delaware](http://www.sec.gov/Archives/edgar/data/1071739/000119312504124387/dex31b.htm) | | | | [added: | | | | | | | |] 10-Q | | [added: | | | |] July 26, 2004 | | [added: | | | |] 3.1b | [added: | |]

| 3.1c | | | [added: | | |] [Certificate of Amendment to Certificate of Incorporation of Centene Corporation as filed with the Secretary of State of the State of Delaware](http://www.sec.gov/Archives/edgar/data/1071739/000107173914000072/exhibit31.htm) | | | | [added: | | | | | | | |] S-3ASR | | [added: | | | |] May 16, 2014 | | [added: | | | |] 3.1c | [added: | |]

| 3.1d | | | [added: | | |] [Certificate of Amendment to Certificate of Incorporation of Centene Corporation as filed with the Secretary of State of the State of Delaware](http://www.sec.gov/Archives/edgar/data/1071739/000119312515352197/d201720dex31.htm) | | | | [added: | | | | | | | |] 8-K | | [added: | | | |] October 26, 2015 | | [added: | | | |] 3.1 | [added: | |]

| 3.1e | | | [added: | | |] [Certificate of Amendment to Certificate of Incorporation of Centene Corporation as filed with the Secretary of State of the State of Delaware](http://www.sec.gov/Archives/edgar/data/1071739/000107173919000021/exhibit3120190207.htm) | | | | [added: | | | | | | | |] 8-K | | [added: | | | |] February 7, 2019 | | [added: | | | |] 3.1 | [added: | |]

| 3.2 | | | [added: | | |] [By-laws of Centene Corporation, as amended and restated effective as of October 22, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/1071739/000107173919000109/exhibit3120191022.htm)] [added: 2019](http://www.sec.gov/Archives/edgar/data/1071739/000107173919000109/exhibit3120191022.htm)] | | | | [added: | | | | | | | |] 8-K | | [added: | | | |] October 22, 2019 | | [added: | | | |] 3.1 | [added: | |]

| 4.1 | | | [added: | | |] [Description of Securities of the Company](https://www.sec.gov/Archives/edgar/data/1071739/000107173920000060/exhibit412019123110-k.htm) | | [removed: X] | | | | | | | [added: | | | 10-K | | | | | | February 18, 2020 | | | | | | 4.1 | | |]

| 4.2 | | | [added: | | |] [Indenture, dated [removed: April 29, 2014,] [added: November 9, 2016,] among [removed: the Company] [added: Centene Escrow Corporation] and The Bank of New York Mellon Trust Company, N.A., relating to the Company’s 4.75% Senior Notes due [removed: 2022] [added: 2025] (including Form of Global Note as Exhibit A [removed: thereto)](http://www.sec.gov/Archives/edgar/data/1071739/000119312514167542/d715957dex41.htm)] [added: thereto)](http://www.sec.gov/Archives/edgar/data/1071739/000119312516764433/d276112dex41.htm)] | | | | [added: | | | | | | | |] 8-K | | [removed: April 29, 2014] | | [added: | | November 9, 2016 | | | | | |] 4.1 | [added: | |]

| 4.3 | | | [added: | | |] [Indenture, dated [removed: February 11, 2016, among] [added: as of May 23, 2018, by and between] Centene Escrow [removed: Corporation] [added: I Corporation, as issuer,] and The Bank of New York Mellon Trust Company, N.A., [added: as trustee,] relating to the [removed: Company’s 5.625%] [added: Company's 5.375%] Senior Notes due [removed: 2021] [added: 2026] (including Form of Global Note [removed: as Exhibit A thereto)](http://www.sec.gov/Archives/edgar/data/1071739/000119312516459893/d138602dex41.htm)] [added: attached thereto)](http://www.sec.gov/Archives/edgar/data/1071739/000119312518172209/d510424dex41.htm)] | | | | [added: | | | | | | | |] 8-K | | [removed: February 11, 2016] | | [added: | | May 23, 2018 | | | | | |] 4.1 | [added: | |]