Item 15. Exhibits and Financial Statement Schedules

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Item 15. Exhibits and Financial Statement Schedules

(a)Financial Statements and Schedules

The following documents are filed under Item 8 of this report:

  1. Financial Statements:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2020 and 2019

Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018

Consolidated Statements of Comprehensive Earnings for the years ended December 31, 2020, 2019 and 2018

Consolidated Statements of Stockholders' Equity for the years ended December 31, 2020, 2019 and 2018

Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018

Notes to Consolidated Financial Statements

  1. Financial Statement Schedules:

None.

  1. The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this filing.

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EXHIBIT INDEX

INCORPORATED BY REFERENCE 1
EXHIBIT NUMBERDESCRIPTIONFILED WITH THIS FORM 10-KFORMFILING DATE WITH SECEXHIBIT NUMBER
2.1Agreement 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, Inc.8-KMarch 27, 20192.1
2.2+Agreement and Plan of Merger, dated as of January 4, 2021, by and among Centene Corporation, Mayflower Merger Sub, Inc. and Magellan Health, Inc.8-KJanuary 4, 20212.1
3.1Certificate of Incorporation of Centene CorporationS-1October 9, 20013.2
3.1aCertificate of Amendment to Certificate of Incorporation of Centene Corporation, dated November 8, 2001S-1/ANovember 13, 20013.2a
3.1bCertificate of Amendment to Certificate of Incorporation of Centene Corporation as filed with the Secretary of State of the State of Delaware10-QJuly 26, 20043.1b
3.1cCertificate of Amendment to Certificate of Incorporation of Centene Corporation as filed with the Secretary of State of the State of DelawareS-3ASRMay 16, 20143.1c
3.1dCertificate of Amendment to Certificate of Incorporation of Centene Corporation as filed with the Secretary of State of the State of Delaware8-KOctober 26, 20153.1
3.1eCertificate of Amendment to Certificate of Incorporation of Centene Corporation as filed with the Secretary of State of the State of Delaware8-KFebruary 7, 20193.1
3.2By-laws of Centene Corporation, as amended and restated effective as of October 22, 20198-KOctober 22, 20193.1
4.1Description of Securities of the Company10-KFebruary 18, 20204.1
4.2Indenture, dated November 9, 2016, among Centene Escrow Corporation and The Bank of New York Mellon Trust Company, N.A., relating to the Company’s 4.75% Senior Notes due 2025 (including Form of Global Note as Exhibit A thereto)8-KNovember 9, 20164.1
4.3Indenture, dated as of May 23, 2018, by and between Centene Escrow I Corporation, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the Company's 5.375% Senior Notes due 2026 (including Form of Global Note attached thereto)8-KMay 23, 20184.1
4.4First Supplemental Indenture, dated as of July 1, 2018, by and between Centene Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee8-KJuly 2, 20184.2
4.5Indenture, dated as of December 6, 2019, by and between Centene Corporation, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the Company’s 4.75% Senior Notes due 2025 (including the Form of Global Note attached thereto)8-KDecember 6, 20194.1
4.6Indenture, dated as of December 6, 2019, by and between Centene Corporation, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the Company’s 4.25% Senior Notes due 2027 (including the Form of Global Note attached thereto)8-KDecember 6, 20194.2

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4.7Indenture, dated as of December 6, 2019, by and between Centene Corporation, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the Company’s 4.625% Senior Notes due 2029 (including the Form of Global Note attached thereto)8-KDecember 6, 20194.3
4.8Indenture, dated as of January 23, 2020, by and between Centene Corporation, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the Company’s 5.375% Senior Notes due 2026 (including the Form of Global Note attached thereto)8-KJanuary 23, 20204.2
4.9Indenture, dated as of February 13, 2020, by and between Centene Corporation, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the Company's 3.375% Senior Notes due 2030 (including the Form of Global Note attached thereto)8-KFebruary 13, 20204.1
4.10Base Indenture, dated as of October 7, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee8-KOctober 7, 20204.1
4.11First Supplemental Indenture, dated as of October 7, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee8-KOctober 7, 20204.2
4.12Second Supplemental Indenture, dated as of February 17, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee8-KFebruary 17, 20214.2
10.1*2002 Employee Stock Purchase Plan, As Amended and Restated10-QJuly 23, 201910.1
10.2*Amendment No.1 to the 2002 Employee Stock Purchase Plan, As Amended and RestatedS-8May 22, 20204.2
10.3*2012 Stock Incentive plan, as Amended8-KApril 27, 201710.1
10.4*Amended and Restated Non-Employee Directors Deferred Stock Compensation Plan10-QJuly 28, 201510.1
10.5*Amended and Restated Voluntary Nonqualified Deferred Compensation Plan10-KFebruary 19, 201910.6
10.6*Centene Corporation 2007 Long-Term Incentive Plan, as AmendedX
10.7*Centene Corporation Short-Term Executive Compensation Plan10-KFebruary 22, 201110.12
10.8*Executive Employment Agreement between Centene Corporation and Michael F. Neidorff, dated November 8, 20048-KNovember 9, 200410.1
10.8a*Amendment No. 1 to Executive Employment Agreement between Centene Corporation and Michael F. Neidorff10-QOctober 28, 200810.2
10.8b*Amendment No. 2 to Executive Employment Agreement between Centene Corporation and Michael F. Neidorff10-QApril 28, 200910.2
10.8c*Amendment No. 3 to Executive Employment Agreement between Centene Corporation and Michael F. Neidorff10-QOctober 23, 201210.2
10.8d*Amendment No. 4 to Executive Employment Agreement between Centene Corporation and Michael F. Neidorff8-KMay 16, 201310.1
10.8e*Amendment No. 5 to Executive Employment Agreement between Centene Corporation and Michael F. Neidorff8-KDecember 14, 201610.1
10.8f*Amendment No. 6 to Executive Employment Agreement between Centene Corporation and Michael F. Neidorff8-KFebruary 4, 201910.1

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10.9*Form of Executive Severance and Change in Control Agreement10-QOctober 28, 200810.3
10.9a*Amendment No. 1 to Form of Executive Severance and Change in Control Agreement10-QOctober 23, 201210.3
10.9b*Amendment No. 2 to Form of Executive Severance and Change in Control Agreement10-QApril 28, 201510.1
10.10*Form of Non-statutory Stock Option Agreement (Employees)10-QOctober 28, 200810.5
10.11*Form of Non-statutory Stock Option Agreement (Employees) #2X
10.12*Form of Non-statutory Stock Option Agreement (Directors)10-KFebruary 23, 200910.18
10.13*Form of Incentive Stock Option Agreement10-QOctober 28, 200810.6
10.14*Form of Restricted Stock Unit Agreement #110-KFebruary 21, 201710.20
10.15*Form of Restricted Stock Unit Agreement #2 (under the 2012 Stock Incentive Plan, As Amended)8-KDecember 21, 202010.1
10.16*Form of Performance Based Restricted Stock Unit Agreement #110-KFebruary 21, 201710.23
10.17*Form of Performance Based Restricted Stock Unit Agreement #2 (under the 2012 Stock Incentive Plan, As Amended)8-KDecember 21, 202010.2
10.18*Form of Long-Term Incentive Plan Agreement #110-KFebruary 21, 201710.25
10.19*Form of Long-Term Incentive Plan Agreement #2 (under the 2007 Long-Term Incentive Plan, As Amended)8-KDecember 21, 202010.3
10.20*2019 Incentive Compensation Plan of WellCare Health Plans, Inc.DEF14A2April 8, 2019A
10.21*Amendment No. 1 to the 2019 Incentive Compensation Plan of WellCare Health Plans, Inc., dated as of January 23, 2020S-8January 23, 20204.4
10.22*Incentive Compensation Plan of WellCare Health Plans, Inc.DEF14A2April 10, 2013A
10.23*WellCare Health Plans, Inc. Executive Severance Plan, as amended and restated10-K2February 12, 201910.3(c)
10.24*Executive Employment Agreement between Centene Corporation and Kenneth Burdick, dated May 30, 2019X
10.25*Transition Services Agreement between Centene Corporation and Kenneth Burdick, dated February 21, 2020X
10.26*Consulting Services Agreement between Centene Corporation and Kenneth Burdick, dated January 23, 2021X
10.27Credit Agreement originally dated as of March 24, 2016, as amended and restated as of December 14, 2017, as further amended and restated as of May 7, 2019, and as further amended and restated as of September 11, 2019 among Centene Corporation, as the Company, the various financial institutions party hereto, as lenders, and Wells Fargo Bank, National Association, as administrative agent10-QOctober 22, 201910.1

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10.27aAmendment No. 1, dated as of November 14, 2019, to the Credit Agreement dated as of March 24, 2016, as amended and restated as of December 14, 2017, as further amended and restated as of May 7, 2019, and as further amended and restated as of September 11, 2019, among Centene Corporation, a Delaware corporation, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent10-KFebruary 18, 202010.25c
21List of subsidiariesX
23Consent of Independent Registered Public Accounting Firm incorporated by reference in each prospectus constituting part of the Registration Statements on Form S-8 (File Numbers 333-238597, 333-236036, 333-217634, 333-210376, 333-197737, 333-180976, 333-108467 and 333-90976) and on Form S-3 (File Numbers 333-238050 and 333-209252)X
31.1Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer)X
31.2Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer)X
32.1Certification Pursuant to 18 U.S.C. Section 1350 (Chief Executive Officer)X
32.2Certification Pursuant to 18 U.S.C. Section 1350 (Chief Financial Officer)X
101The following materials from the Centene Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2020, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Earnings, (iv) the Consolidated Statements of Stockholders' Equity, (v) the Consolidated Statements of Cash Flows and (vi) related notes.X
104Cover Page Interactive Data File (embedded within the Inline XBRL document)X
1 SEC File No. 001-31826 (for filings prior to October 14, 2003, the Registrant's SEC File No. was 000-33395). 2 SEC File No. 001-32209 + Schedules (as similar attachments) have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. * Indicates a management contract or compensatory plan or arrangement.

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