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:

Financial Statements:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2021 and 2020

Consolidated Statements of Operations for the years ended December 31, 2021, 2020 and 2019

Consolidated Statements of Comprehensive Earnings for the years ended December 31, 2021, 2020 and 2019

Consolidated Statements of Stockholders' Equity for the years ended December 31, 2021, 2020 and 2019

Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019

Notes to Consolidated Financial Statements

Financial Statement Schedules:

None.

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

EXHIBIT INDEX


				INCORPORATED BY REFERENCE
EXHIBIT NUMBER		DESCRIPTION	FILED WITH THIS FORM 10-K	FORM	FILING DATE WITH SEC	EXHIBIT NUMBER
2.1		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, Inc.		8-K	March 27, 2019	2.1

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-K	January 4, 2021	2.1

3.1		Amended and Restated Certificate of Incorporation of Centene Corporation, dated April 27, 2021		8-K	April 30, 2021	3.1

3.2		By-laws of Centene Corporation, as amended and restated effective as of December 14, 2021		8-K	December 14, 2021	3.1

4.1		Description of Securities of the Company	X

4.2		Indenture, 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-K	December 6, 2019	4.2

4.3		Indenture, 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-K	December 6, 2019	4.3

4.4		Indenture, 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-K	February 13, 2020	4.1

4.5		Base Indenture, dated as of October 7, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee		8-K	October 7, 2020	4.1

4.6		First Supplemental Indenture, dated as of October 7, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee		8-K	October 7, 2020	4.2

4.7		Second Supplemental Indenture, dated as of February 17, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee		8-K	February 17, 2021	4.2

4.8		Third Supplemental Indenture, dated as of July 1, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee		8-K	July 1, 2021	4.2

4.9		Fourth Supplemental Indenture, dated as of August 12, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee		8-K	August 12, 2021	4.4

10.1	*	2002 Employee Stock Purchase Plan, As Amended and Restated		10-Q	July 23, 2019	10.1

10.2	*	Amendment No.1 to the 2002 Employee Stock Purchase Plan, As Amended and Restated		S-8	May 22, 2020	4.2

10.3	*	Centene Corporation 2012 Stock Incentive Plan, as amended		8-K	April 30, 2021	10.1

10.4	*	Amended and Restated Non-Employee Directors Deferred Stock Compensation Plan		10-Q	July 28, 2015	10.1


10.5	*	Amended and Restated Voluntary Nonqualified Deferred Compensation Plan		10-K	February 19, 2019	10.6

10.6	*	Centene Corporation 2007 Long-Term Incentive Plan, as Amended		10-K	February 22, 2021	10.6

10.7	*	Centene Corporation Short-Term Executive Compensation Plan		10-K	February 22, 2011	10.12

10.8	*	Executive Employment Agreement between Centene Corporation and Michael F. Neidorff, dated November 8, 2004		8-K	November 9, 2004	10.1

10.8a	*	Amendment No. 1 to Executive Employment Agreement between Centene Corporation and Michael F. Neidorff		10-Q	October 28, 2008	10.2

10.8b	*	Amendment No. 2 to Executive Employment Agreement between Centene Corporation and Michael F. Neidorff		10-Q	April 28, 2009	10.2

10.8c	*	Amendment No. 3 to Executive Employment Agreement between Centene Corporation and Michael F. Neidorff		10-Q	October 23, 2012	10.2

10.8d	*	Amendment No. 4 to Executive Employment Agreement between Centene Corporation and Michael F. Neidorff		8-K	May 16, 2013	10.1

10.8e	*	Amendment No. 5 to Executive Employment Agreement between Centene Corporation and Michael F. Neidorff		8-K	December 14, 2016	10.1

10.8f	*	Amendment No. 6 to Executive Employment Agreement between Centene Corporation and Michael F. Neidorff		8-K	February 4, 2019	10.1

10.8g	*	Amendment No 7. to Executive Employment Agreement between Centene Corporation and Michael F. Neidorff	X

10.8h	*	Amendment No.8 to Executive Employment Agreement between Centene Corporation and Michael F. Neidorff	X

10.9	*	Form of Executive Severance and Change in Control Agreement		10-Q	October 28, 2008	10.3

10.9a	*	Amendment No. 1 to Form of Executive Severance and Change in Control Agreement		10-Q	October 23, 2012	10.3

10.9b	*	Amendment No. 2 to Form of Executive Severance and Change in Control Agreement		10-Q	April 28, 2015	10.1

10.10	*	Form of Non-statutory Stock Option Agreement (Employees)		10-Q	October 28, 2008	10.5

10.11	*	Form of Non-statutory Stock Option Agreement (Employees) #2		10-K	February 22, 2021	10.11

10.12		Form of Non-statutory Stock Option Agreement (Employees) #3	X

10.13	*	Form of Non-statutory Stock Option Agreement (Directors)		10-K	February 23, 2009	10.18

10.14	*	Form of Incentive Stock Option Agreement		10-Q	October 28, 2008	10.6

10.15	*	Form of Restricted Stock Unit Agreement #1		10-K	February 21, 2017	10.20

10.16	*	Form of Restricted Stock Unit Agreement #2 (under the 2012 Stock Incentive Plan, As Amended)		8-K	December 21, 2020	10.1

10.17	*	Form of Performance Based Restricted Stock Unit Agreement #1		10-K	February 21, 2017	10.23

10.18	*	Form of Performance Based Restricted Stock Unit Agreement #2 (under the 2012 Stock Incentive Plan, As Amended)		8-K	December 21, 2020	10.2

10.19	*	Form of Long-Term Incentive Plan Agreement #1		10-K	February 21, 2017	10.25


10.20	*	Form of Long-Term Incentive Plan Agreement #2 (under the 2007 Long-Term Incentive Plan, As Amended)		8-K	December 21, 2020	10.3

10.21	*	2019 Incentive Compensation Plan of WellCare Health Plans, Inc.		DEF14A1	April 8, 2019	A

10.22	*	Amendment No. 1 to the 2019 Incentive Compensation Plan of WellCare Health Plans, Inc., dated as of January 23, 2020		S-8	January 23, 2020	4.4

10.23	*	WellCare Health Plans, Inc. Executive Severance Plan, as amended and restated		10-K1	February 12, 2019	10.3(c)

10.24	*	Executive Employment Agreement between Centene Corporation and Kenneth Burdick, dated May 30, 2019		10-K	February 22, 2021	10.24

10.25	*	Transition Services Agreement between Centene Corporation and Kenneth Burdick, dated February 21, 2020		10-K	February 22, 2021	10.25

10.26	*	Consulting Services Agreement between Centene Corporation and Kenneth Burdick, dated January 23, 2021		10-K	February 22, 2021	10.26

10.27		Fourth Amended and Restated Credit Agreement, dated as of August 16, 2021, among the Company, Wells Fargo Bank, National Association, as administrative agent, and the lenders and other parties thereto		8-K	August 18, 2021	1.1

10.28	*	Letter Agreement, dated May 4, 2021, by and between Centene Corporation and Andrew Asher		10-Q	July 27, 2021	10.2

10.29	*	Separation Agreement and Release between Centene Corporation and Jeffrey Schwaneke, dated September 26, 2021		10-Q	October 26, 2021	10.2

10.30	*	Transition Agreement between Centene Corporation and Jesse Hunter, dated October 26, 2021	X

10.31	*	Separation Agreement and General Release between Centene Management Company LLC and Jesse N. Hunter, dated November 5, 2021	X

10.32		Cooperation Agreement between Centene Corporation and Politan Capital Management LP, dated December 14, 2021		8-K	December 14, 2021	10.1

21		List of subsidiaries	X

23		Consent of Independent Registered Public Accounting Firm incorporated by reference in each prospectus constituting part of the Registration Statements on Form S-8 (File Numbers 333-261993, 333-255735, 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

31.1		Certification 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

31.2		Certification 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

32.1		Certification Pursuant to 18 U.S.C. Section 1350 (Chief Executive Officer)	X

32.2		Certification Pursuant to 18 U.S.C. Section 1350 (Chief Financial Officer)	X


101	The following materials from the Centene Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2021, 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

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)	X
1 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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