Centene (CNC) 10-K risk factor changes: FY2022 vs FY2021

Our business could be materially adversely affected by the effects of widespread public health pandemics, such as [removed: COVID-19.][added: COVID-19.]

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 [removed: COVID-19,] [added: COVID-19] (including new [removed: strains,] [added: strains or variants,] 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 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 retention, 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 laws, regulations and emergency orders, such as stay at home orders, physical distancing requirements, forced business closures and vaccine requirements or mandates and directives related to the timing and scope of vaccine distribution), among other factors.

We cannot at this time predict the ultimate impact of the COVID-19 pandemic, but it could have a material adverse effect on our business, including our financial [removed: position,] [added: condition,] results of operations and cash flows.

Our quality bonus and rebates may [added: continue to] be negatively impacted and the attractiveness of our Medicare Advantage plans may be reduced if we are unable to [removed: maintain or] improve these ratings.

Failure to accurately estimate and price our medical expenses or effectively manage our medical costs or related administrative costs could have a material adverse effect on our results of operations, financial [removed: position] [added: condition,] and cash flows.

Our profitability depends to a significant degree on our ability to estimate and effectively manage expenses related to health benefits through, among other things, our ability to contract favorably with hospitals, [removed: physicians] [added: physicians,] and other healthcare providers.

Changes in healthcare regulations and practices, the level of utilization of healthcare services, out-of-network utilization and pricing, hospital and pharmaceutical costs, unexpected events, such as disasters, the effects of climate change, major epidemics, [removed: pandemics] [added: pandemics,] or newly emergent diseases (such as COVID-19), new medical technologies, new pharmaceutical compounds, increases in provider [removed: fraud] [added: 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 the ACA, including [added: potential further] legal challenges to the ACA or potential changes in premium subsidies.

Our medical expenses include claims reported but not paid, estimates for claims incurred but not [removed: reported,] [added: reported (IBNR),] and estimates for the costs necessary to process unpaid claims at the end of each period.

If it is determined that our estimates are significantly different than actual results, our results of operations and financial [removed: position] [added: condition] could be adversely affected.

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 [removed: condition] [added: condition,] and cash flows.

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

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

Consequently, our estimate of our [removed: plans’] [added: 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 [removed: condition] [added: condition,] and cash flows.

In [removed: 2018,] [added: 2023,] CMS [removed: proposed] [added: announced] the removal of the [removed: fee for service] [added: fee-for-service] adjuster from the risk adjustment data validation audit [removed: methodology.][added: methodology beginning for audit year 2018, which could increase our audit error scores.]

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 [removed: condition] [added: condition,] and cash flows.

Any failure to adequately price products offered or any reduction in products offered [added: for Medicare Advantage and] in the Health Insurance [removed: Marketplaces] [added: Marketplace] may have a material adverse effect on our results of operations, financial [removed: position] [added: condition,] and cash flows.

[removed: We] [added: In the Health Insurance Marketplace, we] may be adversely [added: impacted by being] 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.

In addition, the risk adjustment provisions of the ACA established to apportion risk amongst insurers may not be effective in appropriately mitigating the financial risks related to the Health Insurance Marketplace product, are subject to a high degree of estimation and [removed: variability,] [added: variability] and are affected by our members' acuity relative to the membership acuity of other insurers.

Further, changes in the competitive [removed: marketplace] [added: market for both Health Insurance Marketplace and the Medicare Advantage products] over time, changes to member eligibility in the program design or changes in the financial incentives of individuals [added: and competitors] to participate in such products may [removed: exacerbate the uncertainty in these relatively new markets.][added: make pricing difficult to predict.]

For example, competitors [removed: seeking to gain a foothold in the changing market] may introduce [removed: pricing] [added: pricing, or broker incentives] that we may not be able to match, which may adversely affect our ability to compete effectively.

Any significant variation from our expectations regarding acuity, enrollment levels, adverse selection, out-of-network costs, or other assumptions utilized in setting adequate premium rates could have a material adverse effect on our results of operations, financial [removed: position] [added: condition,] and cash [removed: flows.][added: flows for both our Health Insurance Marketplace and Medicare Advantage products.]

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

The results of our bids could have a material adverse effect on [removed: our results] [added: our results] of operations, financial [removed: condition] [added: condition,] and cash flows.

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

Our [removed: 2022] [added: 2023] PDP bids resulted in 34 of the 34 CMS regions in which we were below the benchmarks, [removed: compared] [added: consistent] with our [removed: 2021] [added: 2022] PDP [removed: bids in which we were below the benchmarks in 33 regions, and within the de minimis range in the remaining region.][added: bids.]

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

The accurate and timely reporting of encounter data is increasingly important to the success of our programs because more states are using encounter data to determine [added: compliance with performance standards and to set premium rates.]

We have expended and may continue to expend additional effort and incur significant additional costs to collect or correct inaccurate or incomplete encounter data and have [removed: been,] [added: been] and continue to be, exposed to operating sanctions and financial fines and penalties for noncompliance.

If [removed: any of our government contracts are terminated or] [added: we] are not [removed: renewed on favorable terms] [added: successful in procuring new government contracts] or [removed: at all,] [added: renewing existing government contracts,] or if we receive an adverse finding or review resulting from an audit or investigation, our business may be adversely affected.

We are also subject to various reviews, [removed: audits] [added: audits,] and [removed: investigations] [added: investigations, as well as self-reporting requirements,] to verify our compliance with the terms of our contracts with various governmental agencies, as well as compliance with applicable laws and regulations.

Any [added: non-compliance with our government contracts,] adverse review, [removed: audit] [added: audit,] or [removed: investigation] [added: investigation,] could result in, among other things: cancellation of our contracts; refunding of amounts we have been paid pursuant to our contracts; imposition of fines, [removed: penalties] [added: penalties,] and other sanctions on us; loss of our right to participate in various programs; increased difficulty in selling our products and services; loss of one or more of our licenses; lowered quality Star ratings; harm to our reputation; or required changes to the way we do business.

[removed: The complaint alleged breaches of contract with the Ohio Department of Medicaid relating] [added: For example, several states have made claims related] to [removed: the provision of pharmacy benefits management (PBM)] services [removed: and violations of Ohio law relating to such contracts] [added: provided by Envolve] including among other things, [removed: by] (i) seeking payment for services already reimbursed, (ii) not accurately disclosing [removed: to] the [removed: Ohio Department of Medicaid the] true cost of the PBM [removed: services] [added: services,] and (iii) inflating dispensing fees for prescription drugs.

[removed: Notwithstanding such settlement and other ongoing discussions, additional] [added: Additional] claims, [removed: reviews] [added: reviews,] or investigations [removed: relating to our PBM business] may still be brought by other states, the federal [removed: government] [added: government,] or shareholder litigants, and there is no guarantee we will have the ability to settle such claims with other states within the reserve estimate we have recorded and on other acceptable terms, or at all.

In addition, under government procurement regulations and practices, a negative determination resulting from a government audit of our business practices could result in a contractor being fined, [removed: debarred] [added: debarred,] and/or suspended from being able to bid on, or be awarded, new government contracts for a period of time.

If any of our government contracts are terminated, not renewed, renewed on less favorable terms, or not renewed on a timely basis, or if we receive an adverse finding or review resulting from an audit or investigation, our business and reputation may be adversely impacted, our goodwill could be impaired and our financial [removed: position,] [added: condition,] results of [removed: operations] [added: operations,] or cash flows may be materially affected.

Violations of, or noncompliance with, laws and regulations governing our business by such third parties, or governing our dealings with such parties, could, among other things, subject us to additional audits, [removed: reviews and investigations] [added: reviews, investigations, self-reporting requirements,] and other adverse effects.

A number of our health plans rely on other state-operated systems or subcontractors to qualify, solicit, [removed: educate] [added: educate,] and assign eligible members into managed care plans.

When a state implements either new programs to determine eligibility or new processes to assign or enroll eligible members into health plans, or when it chooses new subcontractors, [added: or has not adequately maintained systems,] there is an increased potential for an unanticipated impact on the overall number of members assigned to managed care plans.

[removed: Our value creation strategy has included, and] [added: We] may [removed: continue to include the acquisition and expansion of] [added: acquire] health plans participating in [removed: government sponsored] [added: government-sponsored] healthcare programs and specialty services businesses, contract [removed: rights] [added: rights,] and related assets of other health plans both in our existing service areas and in new markets and start-up operations in new markets or new products in existing markets.

For example, the achievement of Star ratings of 4-star or higher qualifies Medicare Advantage plans for premium bonuses.

For rating year 2023, only 3% of our total December 31, 2022 Medicare Advantage membership is in a plan that received an overall rating of 4.0 stars or higher.

Despite our operational efforts to improve our Star ratings, there can be no assurances that we will be successful in improving our Star ratings in future years.

Initial bids for these contracts and initial implementation of these contracts can have substantial start up costs, and may ultimately be unsuccessful.

Once a new contract is awarded, we may experience delays in operational start dates.

For example, our subsidiary, Health Net of California, was selected by the California Department of Health Care Services (DHCS) for direct Medicaid contracts in 10 counties, including Los Angeles (in which a portion will be subcontracted).

The contracts are anticipated to begin in January 2024.

For additional information, see Note 18.

Contingencies to the consolidated financial statements included in Part II of this Annual Report on Form 10-K.

Our value creation strategy requires the successful execution of operational initiatives and change management, which may not occur.

These initiatives include contracting with new third-party vendors and are subject to a variety of risks including, without limitation: significant initial investment with the anticipated financial or quality benefits not being realized or not at the levels or on the timing anticipated; delays or challenges in execution; diversion of management's time and attention; our inability to effectively manage significant organizational change negatively impacting our corporate culture; inability of third parties to successfully comply with the terms, transition deadlines, and service levels stated forth in the contracts, and unexpected costs in the completion of initiatives, including as a result of unexpected factors or events.

For example, our subsidiary, Health Net of California, was selected by the California DHCS for direct Medicaid contracts in 10 counties, including Los Angeles (in which a portion will be subcontracted).

The contracts are anticipated to begin in January 2024.

Further, the increased availability of hybrid or remote working arrangements has expanded the pool of companies that can compete for our employees and employment candidates.

Our recently adopted modern work environment, including remote and hybrid work arrangements which is utilized by the majority of our employees, may present operational, cybersecurity and workplace culture challenges.

In connection with our real estate optimization initiative, divestitures and the DoD's December 2022 announcement to not award Health Net Federal Services a TRICARE Managed Care Support Contract, we have recorded a total of $2.3 billion in impairment charges during the year ended December 31, 2022.

We anticipate additional future charges of approximately $60 million related to real estate optimization.

For additional information, see Note 7.

*Goodwill and Intangible Assets* to the consolidated financial statements included in Part II of this Annual Report on Form 10-K.

We may have additional impairment charges in connection with our periodic evaluation of our goodwill and intangible assets.

We may not be able to offset the loss of this membership by increased enrollment in our Health Insurance Marketplace products.

As has been widely reported, the United States Treasury Secretary has stated that the federal government may not be able to meet its debt payments in the relatively near future unless the federal debt ceiling is raised.

The ultimate content, timing, or effect of any potential future legislation or litigation and the outcome of other lawsuits cannot be predicted.

The Inflation Reduction Act, enacted on August 16, 2022, extended the enhanced eligibility for the advance premium tax credit for Marketplace members through the 2025 tax year.

We have transitioned substantially all of our PBM business to a third party as of January 1, 2023.

For additional information, see Note 18.

*Contingencies* to the consolidated financial statements included in Part II of this Annual Report on Form 10-K.

Additional claims, reviews, or investigations may still be brought by other states, the federal government, or shareholder litigants.

For example, several states have made claims related to services previously provided by Envolve, which historically provided PBM and specialty pharmacy services, including among other things, (i) seeking payment for services already reimbursed, (ii) not accurately disclosing the true cost of the PBM services and (iii) inflating dispensing fees for prescription drugs.

For additional information, see Note 18.

*Contingencies* to the consolidated financial statements included in Part II of this Annual Report on Form 10-K.

We might be adversely impacted by tax legislation or challenges to our tax positions.

We are subject to the tax laws in the U.S. at the federal, state, and local government levels and to the tax laws of other jurisdictions in which we operate.

Tax laws might change in ways that adversely affect our tax positions, effective tax rate, and cash flow.

In August 2022, the U.S. federal government enacted the Inflation Reduction Act, which imposed a 15% corporate minimum tax on certain large corporations and a 1% tax on share repurchases after December 31, 2022.

The tax laws are extremely complex and subject to varying interpretations.

We are subject to tax examinations in various jurisdictions that might assess additional tax liabilities against us.

Our tax reporting positions might be challenged by relevant tax authorities, we might incur significant expense in our efforts to defend those challenges, and we might be unsuccessful in those efforts.

Developments in examinations and challenges might materially change our provision for taxes in the affected periods and might differ materially from our historical tax accruals.

Any of these risks might have a material adverse impact on our business, results of operations, financial condition, and cash flows.

Unless the context otherwise requires, the terms the "Company," "we," "us," "our" or similar terms and "Centene" refer to Centene Corporation, together with its consolidated subsidiaries.

For example, risk adjustment could be adversely impacted by COVID-19 related impacts such as disrupted member utilization patterns, access to members for in-home assessments and regulatory changes such as the retroactive disallowance of Hydroxychloroquine adversely impacting our second quarter 2021 results.

Similarly, a decline in interest rates has reduced, and could further reduce, our investment income.

For example, in October 2021, the CMS published updated Medicare Star quality ratings for the 2022 rating year.

Over 50% of our Medicare members are in a 4 star or above plan for the 2023 bonus year, compared to approximately 30% for the 2022 bonus year, and 46% for the 2021 bonus year.

The increase in Star quality ratings for the 2022 rating year is primarily due to certain disaster relief provisions, which we do not expect to be applicable in future years.

As a result, we expect to experience a meaningful decrease to our Star ratings for the 2023 Star rating year, which impacts the 2024 bonus year.

Although we do not anticipate that a single-payer health insurance system or other major healthcare reform provisions will be enacted by the current Congress or state regulators, certain members of Congress and certain state regulators have proposed legislative initiatives that would establish some 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 current 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.

adjustments are made to premium revenue.

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

compliance with performance standards and to set premium rates.

For example, March 2021, the State of Ohio filed a civil action against us.

We have reached no-fault agreements with the Attorneys General of nine states, including Ohio, to resolve claims made by the states related to services provided by Envolve, our pharmacy benefits manager subsidiary.

As a result of the settlement, the Ohio Attorney General's litigation against us was dismissed.

Additionally, we are in discussions to bring final resolution to these concerns in other affected states.

Consistent with those discussions, we recorded a reserve estimate of $1,250 million in the second quarter of 2021 related to the issue, inclusive of the above settlements and rebates that we determined in the course of the matter are payable across our products.

While we may continue to pursue opportunistic acquisitions to expand into new geographies and complementary business lines as well as to augment existing operations, our acquisition strategies may shift as we implement our Value Creation Plan.

We also face the risk that we will not be able to effectively integrate acquisitions into our existing operations effectively without substantial expense, delay or other operational or financial problems, including due to conditions on regulatory approval of such acquisitions, and we may need to divert more management resources to integration than we planned.

In connection with start-up operations and system migrations, we may incur significant expenses prior to commencement of operations and the receipt of revenue.

We may experience delays in operational start dates, including those related to the impacts of COVID-19.

The timing of operating our new East Coast headquarters in Charlotte, and the expected benefits of its completion, may also be negatively impacted as a result of these factors.

Although our Value Creation Plan is designed to enable us to build upon our strong foundation and unlock value and drive margin expansion through various initiatives, including, without limitation, targeted SG&A initiatives; share repurchases; divestitures; refinancing activities; using data-driven and innovative approaches to enhance efficiency, lower costs, and drive better health outcomes for our members and providers; streamlining procurement and improving our bid process; and further scaling through standardization of our operating model and consolidation of our platform, these initiatives are subject to a variety of risks including, without limitation: anticipated benefits not being realized or not at the levels or on the timing anticipated; that implementation will be materially delayed or more difficult than expected; the diversion of management’s time and attention; and initiatives being more expensive to complete than anticipated, including as a result of unexpected factors or events.

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.

We have sought and continue to seek to diversify our business lines into areas that complement our government sponsored health plan business in order to grow our revenue stream and diversify our business.

In order to diversify our business, we must succeed in selling the services of our specialty subsidiaries not only to our managed care plans, but to programs operated by third parties.

Some of these third-party programs may compete with us in some markets, and they therefore may be unwilling to purchase specialty services from us.

In any event, the offering of these services will require marketing activities that differ significantly from the manner in which we seek to increase revenues from our government sponsored programs.

Our ineffectiveness in marketing specialty services to third parties may impair our ability to execute our business strategy.

In

We periodically evaluate our goodwill and other intangible assets to determine whether all or a portion of their carrying values may be impaired, in which case a charge to earnings may be necessary.

For example, the non-renewal of our health plan contracts with the state in which they operate may be an indicator of impairment.

We maintain a rigorous system of prevention and

In July 2021, Mr. Neidorff informally communicated to the board that he may decide for personal reasons to step down before the end of his contract, after which the board and Mr. Neidorff established a succession planning initiative to ensure a full continuity plan.

This succession planning process was discussed in the Company’s Preliminary Prospectus Supplement, filed July 29, 2021.

Subsequently, in December 2021, Mr. Neidorff communicated his intent to retire as Chief Executive Officer in 2022.

Mr. Neidorff will serve as Executive Chairman throughout the remainder of 2022, upon his retirement as Chief Executive Officer.

reductions in funding for programs, contraction of covered benefits, and limited or no premium rate increases or premium rate decreases.

There have also been efforts by the previous administration to address the ACA's non-deductible tax imposed on health insurers based on prior year net premiums written (the HIF).

The following discussion and analysis does not include certain items related to the year ended December 31, [removed: 2019,] [added: 2020,] including year-to-year comparisons between the year ended December 31, [removed: 2020] [added: 2021] and the year ended December 31, [removed: 2019.][added: 2020.]

For a comparison of our results of operations for the fiscal years ended December 31, [removed: 2020] [added: 2021] and December 31, [removed: 2019,] [added: 2020,] 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: 2020,] [added: 2021,] filed with the SEC on February 22, [removed: 2021.*][added: 2022.*]

[removed: Results] [added: Our results] of operations depend on our ability to manage expenses associated with health benefits (including estimated costs incurred) and selling, general and administrative (SG&A) costs.

The health benefits ratio (HBR) represents medical costs as a percentage of premium revenues, excluding premium tax [removed: and health insurer fee (HIF)] revenues that are separately billed, and reflects the direct relationship between the premiums received and the medical services provided.

The SG&A expense ratio represents SG&A costs as a percentage of premium and service revenues, excluding premium [removed: tax and health insurer fee revenues that are] [added: taxes] separately billed.

[removed: Prior to 2021, before the Affordable Care Act (ACA) health insurer fee repeal was effected,] [added: Additionally,] our insurance subsidiaries were [added: previously] subject to the [removed: HIF.][added: ACA annual health insurer fee (HIF).]

[removed: Collectively, this] [added: This] revenue was recorded as premium tax and health insurer fee revenue in the Consolidated Statements of Operations.

For certain products, premium taxes, state [removed: assessments] [added: assessments,] and the HIF [removed: were] [added: are] not pass-through payments and [removed: were] [added: are] recorded as premium revenue and premium tax expense or health insurer fee expense in the Consolidated Statements of Operations.

[removed: On] [added: In] January [removed: 4,] 2022, we acquired all of the issued and outstanding shares of Magellan Health, Inc. (Magellan).

Total consideration for the acquisition was [removed: approximately $2.6] [added: $2.5] billion, consisting of [removed: $2.5] [added: $2.4] billion in cash [removed: ($95.00 per share)] and [removed: an estimated $67] [added: $60] million related to the fair value [added: of] replacement equity awards associated with pre-combination service.

[added: -] In [removed: June 2019,] [added: July 2021,] we acquired [removed: 40% of] [added: the remaining interest in our equity method investment in] Circle Health, one of the [removed: U.K.’s] [added: U.K.'s] largest independent operators of hospitals.

[removed: One of the primary] [added: The above-noted acquisitions and divestitures are significant] drivers of the year-over-year variances discussed throughout this [removed: section are related to the acquisitions of Circle Health and PANTHERx.][added: section.]

[removed: As introduced in June 2021, the] [added: We established our] Value Creation Plan [removed: is designed] to drive margin expansion by leveraging our scale and generating [removed: sustainable] [added: sustainable,] profitable growth.

The three major pillars of the Value Creation Plan are: SG&A expense savings, gross margin [removed: expansion] [added: expansion,] and strategic capital management.

[removed: From March 31, 2020 through December 31, 2021,] [added: As a result, since the onset of the PHE,] our Medicaid membership has increased by [removed: 2.5] [added: 3.2] million members (excluding the new North Carolina [added: and Missouri] membership).

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

We remain focused on the promise of delivering access to [removed: high quality,] [added: 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 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 [removed: organizations] [added: organizations,] and military families.

This expertise has allowed us to deliver [removed: cost effective] [added: cost-effective] services to our government sponsors and our members.

While healthcare experts maintain [added: a] focus on personalized healthcare technology, we continue to make strategic decisions to accelerate [added: the] development of new software platforms and analytical capabilities.

We continue to believe we have both the capacity and capability to successfully navigate industry changes to the benefit of our members, [removed: customers] [added: customers,] and shareholders.

Our financial performance for [removed: 2021] [added: 2022] is summarized as follows:

- Year-end [removed: managed care] membership of [removed: 26.6] [added: 27.1] million, an increase of [removed: 1.1] [added: 1.2] million members, or [removed: 4%] [added: 5%] over [removed: 2020.][added: 2021.]

- Total revenues of [removed: $126.0] [added: $144.5] billion, representing [removed: 13%] [added: 15%] growth year-over-year.

- Premium and service revenues of [removed: $118.0] [added: $135.5] billion, representing [removed: 14%] [added: 15%] growth year-over-year.

- HBR of [removed: 87.8%] [added: 87.7%] for [removed: 2021,] [added: 2022,] compared to [removed: 86.2%] [added: 87.8%] for [removed: 2020.][added: 2021.]

- SG&A expense ratio of 8.6% for [removed: 2021,] [added: 2022,] compared to [removed: 9.5%] [added: 8.1%] for [removed: 2020.][added: 2021.]

- Adjusted SG&A expense ratio of 8.4% for [removed: 2021,] [added: 2022,] compared to [removed: 8.9%] [added: 7.9%] for [removed: 2020.][added: 2021.]

- Adjusted [removed: Diluted] [added: diluted] EPS of [removed: $5.15] [added: $5.78] for [removed: 2021,] [added: 2022,] compared to [removed: $5.00] [added: $5.15] for [removed: 2020.][added: 2021.]

- Operating cash flows of [removed: $4.2] [added: $6.3] billion, or [removed: 3.1] [added: 5.2] times net earnings, for [removed: 2021.][added: 2022.]

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [added: 2020 | | |]

| GAAP diluted EPS attributable to Centene | | | $ | [removed: 2.28] [added: 2.07] | | | | | $ | [removed: 3.12] [added: 2.28] | | | | |

| Amortization of acquired intangible assets | | | [removed: 1.00] [added: 1.40] | | | | | | [removed: 0.95] [added: 1.31] | | | | | |

| Adjusted Diluted EPS | | | $ | [removed: 5.15] [added: 5.78] | | | | | $ | [removed: 5.00] [added: 5.15] | | | | |

(1) Other adjustments include the following [added: pre-tax] items:

[removed: *•Hawaii.*] [added: -] In July 2021, we began operating under two new statewide contracts in Hawaii to continue administering covered services to eligible Medicaid and Children's Health Insurance Program (CHIP) members for medically necessary medical, behavioral health, and long-term services and support and to continue administering services through the Community Care Services program in partnership with the Hawaii Department of Human Services' Med-QUEST Division.

[removed: We expanded] [added: - In 2022,] our [added: Health Insurance] Marketplace product, [removed: branded Ambetter, in nearly 400] [added: Ambetter Health, was introduced into five] new [added: states, as well as expanded coverage to 274 new] counties across 13 existing states.

- [removed: *North Carolina.*] In July 2021, [added: our subsidiary,] WellCare of North [removed: Carolina] [added: Carolina,] commenced operations under a new statewide contract in North Carolina providing Medicaid managed care services.

- In October [removed: 2020, CMS] [added: 2022, the Centers for Medicare and Medicaid Services (CMS)] published [added: updated] Medicare Star quality ratings for the [removed: 2021] [added: 2023] rating [added: year, which impacts the 2024 revenue] year.

Mission

We are a leading healthcare enterprise, committed to helping people live healthier lives, with an established expertise in lower-income and medically complex populations.

We provide access to high-quality healthcare, innovative programs, and a wide range of health solutions that help families and individuals get well, stay well, and be well.

We believe that our local approach enables us to provide accessible, quality, culturally sensitive healthcare coverage to our communities.

We feel we have a competitive advantage being on the ground, enabling us to establish strong relationships with our partners and providing us with first-hand knowledge, which allows us to provide the best possible care to our members.

We have a commitment to the communities and people we serve to transform their health at the local level.

In 2022, when members of the Uvalde, Texas community faced unbelievable tragedy, we showed up to help serve their short-term needs and have since made an investment in a multipurpose community center in the city through our charitable foundation, just one example of our mission in action.

Our record of organic growth and strategic acquisitions has given us the size, scale, and privilege of providing local high-quality and affordable health care to more than 27 million Americans.

As of December 31, 2022, we were the largest Medicaid health insurer in the country, serving 16 million Medicaid recipients in 29 states.

We were the largest Marketplace carrier, serving 2.1 million members across 27 states, and served 1.5 million Medicare members across 36 states, with the highest concentration of lower-income, medically complex members.

While we are transforming our operating model to take advantage of our national scale, our commitment to remain local in the communities we serve will not change.

In addition to creating shareholder value, this plan is an ongoing effort to modernize and improve how we work in order to propel our organization to new levels of success and elevate the member and provider experiences.

As part of our Value Creation Plan, we are assessing our portfolio and are focused on making strategic decisions and investments to create additional value in the short-term and to seek opportunities that position the organization for long-term strength, profitability, growth, and innovation.

We continue to move forward with our value creation initiatives including the streamlining of certain operations, such as key call centers and utilization management, and have begun early-stage platform consolidations.

Building on that foundation, we intend to drive sustainable, profitable growth and long-term value to our members and shareholders.

During 2022, we completed the following key milestones in our Value Creation Plan:

- Initiated a reduction of our real estate footprint following a strategic review of our real estate portfolio resulting in a $1.6 billion impairment related to leased and owned real estate and related fixed assets.

This represents an approximate 70% decrease in domestic leased space and is expected to result in annualized lease expense savings of more than $200 million.

- Signed a multi-year contract with Express Scripts, Inc. to provide our pharmacy benefit services, commencing in 2024.

The new pharmacy benefits management (PBM) contract is expected to drive significant value in 2024 and beyond.

- Completed the divestitures of PANTHERx Rare (PANTHERx), our Spanish and Central European businesses, and Magellan Rx.

- Completed $3.0 billion of common stock repurchases, $318 million of senior note repurchases, repaid our $180 million construction loan, and repaid over $100 million in revolver and term loan borrowings.

Common stock and debt repurchases were funded primarily through proceeds from divestitures and free cash flow generated from operations.

In addition, in January 2023, we completed the divestitures of Magellan Specialty Health, Centurion, and HealthSmart.

Segments Update

In early 2023, and in conjunction with our updated strategic plan, executive leadership realignment, and corresponding 2023 divestitures, we have revised the way we manage the business, evaluate performance, and allocate resources, resulting in an updated segment structure comprised of (1) a Medicaid segment, (2) a Medicare segment, (3) a Commercial segment and (4) an Other segment.

We will begin reporting under this new segment structure in 2023.

In connection with our portfolio review and strategic plan to exit the PBM business, during 2022 we divested PANTHERx and Magellan Rx.

We completed the divestiture of PANTHERx in July 2022 for $1.4 billion and recognized a gain of $490 million, or $382 million after-tax.

In December 2022, we completed the divestiture of Magellan Rx for $1.3 billion and recognized a gain of $269 million, or $99 million after-tax.

Additionally, as part of our review of strategic alternatives for our international portfolio, in November 2022 we divested our ownership stakes in our Spanish and Central European businesses and as a result recorded an impairment charge of $163 million, or $140 million after-tax.

In January 2023, we completed the divestitures of Magellan Specialty Health, Centurion, our prison healthcare business, and HealthSmart, our third party health plan administration business.

In contrast to previous executive and legislative efforts to restrict or limit certain provisions of the Affordable Care Act (ACA), the American Rescue Plan Act (ARPA), enacted in March 2021, contained provisions aimed at leveraging Medicaid and the Health Insurance Marketplace to expand health insurance coverage and affordability to consumers.

The ARPA authorized an additional $1.9 trillion in federal spending to address the COVID-19 public health emergency (PHE), and contained several provisions designed to increase coverage of certain healthcare services, expand eligibility and benefits, incentivize state Medicaid expansion, and adjust federal financing for state Medicaid programs, the ultimate impact of which remain uncertain.

The ARPA initially enhanced eligibility for the advance premium tax credit for enrollees in the Health Insurance Marketplace, which was extended through the 2025 tax year by the Inflation Reduction Act, enacted in August 2022.

In October 2022, the Treasury Department issued a final rule to address the family glitch in the ACA, which relates to determining who is eligible for premium subsidies.

We see this as a significant step in making Marketplace more affordable for working families.

The COVID-19 pandemic has impacted and may continue to affect our business.

The Families First Coronavirus Response Act, enacted in March 2020, increased federal matching rates for state Medicaid programs with a requirement that states suspend Medicaid redeterminations throughout the PHE.

The Consolidated Appropriations Act, 2023, signed into law on December 29, 2022, delinked the Medicaid continuous coverage requirements from the PHE and, as a result, states can begin Medicaid disenrollments on April 1, 2023.

We are a leading multi-national healthcare enterprise that is committed to helping people live healthier lives.

We take a local approach - with local brands and local teams - to provide fully integrated, high-quality, and cost-effective services to government-sponsored and commercial healthcare programs, focusing on under-insured and uninsured individuals.

We recognized revenue for reimbursement of the HIF, including the "gross-up" to reflect the non-deductibility of the HIF.

Due to the size of the health insurer fee, one of the primary drivers of the year-over-year variances discussed throughout this section is related to the repeal of the HIF in 2021.

Magellan Acquisition

The Magellan acquisition enables us to provide whole-health, integrated healthcare solutions to deliver better health outcomes at lower costs for complex, high-cost populations.

The initial 40% investment was accounted for as an equity method investment.

In July 2021, we acquired the remaining 60% interest of Circle Health for $705 million.

Beginning in July 2021, we consolidate 100% of Circle Health.

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 specializing in orphan drugs and treating rare diseases.

PANTHERx and its management team operate independently as part of our Envolve Pharmacy Solutions business unit.

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

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

In December 2021, we sold a majority stake in U.S. Medical Management, LLC (USMM) and recognized a pre-tax gain of $150 million.

We believe this best positions USMM to expand its reach and impact while helping us to deliver on our Value

Creation Plan.

We used proceeds from the divestiture of USMM and cash on hand to repurchase 2.4 million shares of Centene common stock for $200 million.

In order to execute the Value Creation Plan, we created the Value Creation Office, which includes members of executive leadership.

The first pillar, SG&A expense savings, includes initiatives targeting improving productivity, driving efficiencies and reducing costs throughout the organization, including real estate optimization.

The second pillar, gross margin expansion, will be achieved through initiatives including bid discipline, clinical initiatives, quality improvement and pharmacy cost management.

The third pillar, strategic capital management, focuses on value-creating capital deployment activities such as share repurchases, portfolio optimization and debt and investment management.

COVID-19 Trends and Uncertainties

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

In 2020, we saw significant decreases in traditional utilization as stay-at-home orders were put in place, partially offset by COVID-19 treatment costs.

As stay-at-home orders were lifted and vaccinations became available in 2021, utilization has returned in varying degrees.

As a result, one of the primary drivers of the year-over-year variances discussed throughout this section is related to COVID-19.

In 2021, we launched several initiatives which encourage our health plan members, as well as all Americans, to receive the COVID-19 vaccine.

The impact of COVID-19 on our business in both the short-term and long-term is uncertain and difficult to predict.

The outlook for 2022 depends on future developments, including but not limited to: the length and severity of the outbreak (including new variants, which may be more contagious, more severe or less responsive to treatment or vaccines), the effectiveness of containment actions, the timing and effectiveness of vaccinations and achievement of herd immunity, and the timing and rate at which members return to accessing healthcare.

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

In addition, the pandemic has and continues to have 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 to ensure our rates are actuarially sound.

Medical utilization continues to lack consistency and will be influenced by the intensity of additional waves of the pandemic.

We continue to watch external trends closely, as COVID-19 costs could increase based upon macro trends.

New variants and additional waves of the pandemic could create new dynamics and uncertainties around our expectations.

We are confident we have the team, systems, expertise and financial strength to continue to effectively navigate this challenging pandemic landscape.

2021 Highlights

- Diluted EPS of $2.28 for 2021, compared to $3.12 for 2020.

| Acquisition related expenses | | | 0.24 | | | | | | 0.86 | | | | | |

As of December 31, [removed: 2021,] [added: 2022,] we had short-term investments of [removed: $1.5] [added: $2.3] billion and long-term investments of [removed: $15.1] [added: $15.9] billion, including restricted deposits of [removed: $1.1] [added: $1.2] billion.

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

Assuming a hypothetical and immediate 1% increase in market interest rates at December 31, [removed: 2021,] [added: 2022,] the fair value of our fixed income investments would decrease by approximately [removed: $365] [added: $583] million.

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

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

Market risk represents the risk of loss that may impact our financial condition due to adverse changes in financial market prices and rates.

Our market risk exposure is primarily the result of fluctuations in interest rates.

We have a foreign currency swap for a notional amount of $705 million with a creditworthy financial institution to manage foreign exchange risk related to a Great British Pound denominated note receivable from a consolidated international subsidiary.

As a result, the fair value of the swap varies with foreign exchange rate fluctuations.

Assuming a 1% increase in the Great British Pound to US Dollar foreign exchange rate at December 31, 2021, the fair value of our swap would decrease by approximately $7 million.

An increase in the US Dollar to Great British Pound foreign exchange rate decreases the fair value of the swap and conversely, a decrease in the foreign currency exchange rate increases the value.

The offsetting changes in fair value of the foreign currency swap and the remeasurement of the underlying intercompany note receivable were both recognized in investment and other income in the Consolidated Statements of Operations.

We believe [added: that] our local [removed: approach, including member and provider services,] [added: approach] enables us to provide accessible, quality, [removed: culturally-sensitive] [added: culturally sensitive] healthcare coverage to our communities.

[removed: We operate] [added: During 2022, we operated] in two segments: Managed Care and Specialty Services.

Our Managed Care segment [removed: provides] [added: provided] health plan coverage to individuals through government subsidized and commercial programs.

Our Specialty Services segment [removed: includes] [added: included] companies offering diversified healthcare services and products to our Managed Care segment and other external customers.

For the year ended December 31, [removed: 2021,] [added: 2022,] our Managed Care and Specialty Services segments accounted for [removed: 95%] [added: 93%] and [removed: 5%,] [added: 7%,] respectively, of our total external revenues.

Our membership totaled [removed: 26.6] [added: 27.1] million as of December 31, [removed: 2021.][added: 2022.]

For the year ended December 31, [removed: 2021,] [added: 2022,] our total revenues and net earnings attributable to Centene were [removed: $126.0] [added: $144.5] billion and [removed: $1.3] [added: $1.2] billion, respectively, and our total cash flow from operations was [removed: $4.2] [added: $6.3] billion.

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

[removed: Established in 1965,] Medicaid is the largest publicly funded program in the United [removed: States,] [added: States] and provides health insurance to low-income families and individuals with disabilities.

[removed: Authorized by Title XIX of the Social Security Act,] Medicaid is [removed: an entitlement program] funded jointly by [removed: the] federal and state [removed: governments] [added: governments, with the majority of funding provided by the federal government] and administered by the states.

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

As a result, there are 56 Medicaid programs - one for each U.S. state, each U.S. [removed: territory] [added: territory,] and the District of Columbia.

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

The federal government [removed: paid] [added: pays] 90% of the costs for Medicaid Expansion coverage for [removed: newly eligible beneficiaries in 2021.][added: these beneficiaries.]

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

[removed: In addition,] ABD [added: beneficiaries represent a growing portion of all Medicaid] recipients [added: and] typically utilize more services as a result of their more complicated health status.

[added: -] The [removed: Balanced Budget Act of 1997 created the State] Children's Health Insurance Program (CHIP) [added: helps] to [removed: help states] expand coverage primarily to children whose families [removed: earned] [added: earn] too much to qualify for Medicaid, yet not enough to afford private health insurance.

[removed: These costs] [added: Costs are primarily composed of pediatrics and family care, which] tend to be more predictable than those associated with other healthcare issues [removed: which] predominantly [removed: affect] [added: affecting] the adult population.

[added: -] Long-Term Services and Supports (LTSS) is a Medicaid product that covers Institutional/Residential Care (Nursing [removed: Facilities,] [added: and] Intermediate Care Facilities) and Home and Community Based Services (HCBS) for beneficiaries requiring assistance with their activities of daily [removed: living, such as bathing, dressing and transferring.][added: living.]

The largest groups receiving LTSS, by spending, are older individuals and individuals with physical disabilities, followed by individuals with intellectual and developmental disabilities, those with serious mental illness and/or serious emotional [removed: disturbance] [added: disturbance,] and other populations.

The federal government has enacted legislation establishing [removed: guidelines and] requirements for state child welfare agencies related to the health and well-being of children in foster care, including the provision of grants and technical assistance to enable states to meet these needs and make explicit connections with [removed: state] Medicaid.

In addition, [added: under] the [removed: ACA requires states to make] [added: ACA,] former foster care children [added: are] eligible for Medicaid until [removed: they reach] the age of 26, provided that they turned 18 while in foster [removed: care,] [added: care] and were enrolled in Medicaid at that time.

[removed: As of the first quarter of 2020,] CMS [removed: estimated] [added: estimates] the total Medicaid market [removed: to be approximately $684 billion in 2021, and estimates the market] will grow [added: from $700 billion in 2021] to [removed: over $1.0] [added: $1.1] trillion by [removed: 2028.][added: 2029.]

Medicaid spending is estimated to have increased by [removed: 5.5%] [added: 5.7%] in [removed: 2021] [added: 2022] and is projected to increase at an average annual rate of [removed: 5.8%] [added: 5.6%] between 2021 and [removed: 2028.][added: 2030.]

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

According to [added: the] CMS, there were approximately [removed: 11.3] [added: 11.6] million dual-eligible enrollees in [removed: 2020.][added: 2021.]

These [removed: dual-eligible] members may receive assistance from Medicaid for benefits, such as nursing home care, HCBS, and/or assistance with Medicare premiums and [removed: cost sharing.][added: cost-sharing depending on their income level.]

Dual-eligibles [removed: also] use more services due to their tendency to have more chronic health issues.

We serve dual-eligibles [added: primarily] through our ABD, LTSS, Medicare-Medicaid [removed: Plans] [added: Plan] (MMP), [added: and] Medicare Advantage Dual [added: Eligible] Special Needs Plan (DSNP) [removed: and standard Medicare Advantage] lines of business.

[removed: The] [added: Accordingly, in an effort to improve quality of care and lower costs, the] majority of states have mandated that their Medicaid recipients enroll in managed care [removed: plans.][added: plans and are considering moving to a mandated managed care approach for additional populations and products.]

[removed: As a result,] [added: Based on these trends,] we believe a significant market opportunity exists for managed care organizations [added: (MCOs)] with operations and programs focused on the distinct socio-economic, [removed: cultural] [added: cultural,] and healthcare needs of the uninsured population and the Medicaid populations.

[removed: We] [added: Under Medicare Advantage, MCOs] contract with CMS [removed: under the Medicare Advantage program] to provide [removed: Medicare Advantage products] [added: services] directly to Medicare beneficiaries as well as through employer and union groups.

[removed: We provide or arrange healthcare benefits for services normally covered by Medicare, plus a broad range of healthcare benefits for services not covered by traditional Medicare, usually in exchange for a] [added: MCOs typically receive] fixed monthly premium per member from CMS that varies based upon the county in which the member resides, demographic factors of the member such as age, [removed: gender] [added: gender,] and institutionalized status, and the health status of the member.

CMS developed the Medicare Advantage [removed: Star ratings system] [added: Five-Star Quality Rating System] to help consumers choose among competing plans, awarding between 1.0 and 5.0 stars to Medicare Advantage plans based on performance in certain measures of quality.

CMS [removed: estimated] [added: estimates] the total Medicare market [removed: was approximately $923 billion in 2021, and estimates the market] will grow [added: from $865 billion in 2021] to [removed: approximately $1.6] [added: $1.5] trillion by [removed: 2028.][added: 2029.]

Medicare spending is estimated to have increased 7.5% in fiscal [removed: 2021] [added: 2022] and is projected to increase at an average annual rate of [removed: 7.7%] [added: 7.2%] between 2021 and [removed: 2028.][added: 2030.]

[removed: We have contracted] [added: MCOs contract] with CMS to serve as [removed: a] plan [removed: sponsor] [added: sponsors] offering stand-alone Medicare Part D [removed: PDP plans] [added: PDPs] to Medicare-eligible beneficiaries.

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

[removed: Our] [added: Unless CMS is notified of non-renewal and the non-renewal is effectuated by not filing a bid on the first Monday in June, Medicare Advantage and] PDP contracts with CMS are [removed: renewable] [added: renewed] for successive one-year terms [removed: 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.][added: each September.]

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 [added: providing] reinsurance for catastrophic drug costs.

Our Purpose

Transforming the health of the community, one person at a time.

|  | | | | | |  | | | | | |  | | |

| Focus on the Individual | | | | | | Whole Health | | | | | | Active Local Involvement | | |

| *Empowering people to create and maintain lifelong healthy habits* | | | | | | *Delivering a full spectrum of care from physical health to emotional wellness* | | | | | | *Helping our neighbors create stronger, healthier communities* | | |

Who We Are

Our mission as a leading healthcare enterprise is to help people live healthier lives, with an established expertise in lower-income and medically complex populations.

We provide access to high-quality healthcare, innovative programs, and a wide range of health solutions that help families and individuals get well, stay well, and be well.

We have a competitive advantage being on the ground, enabling us to establish strong relationships with our partners and providing us with first-hand knowledge, which enables us to provide the best possible care to our members.

We have a commitment to the communities and people we serve to transform their health at the local level.

Our value creation efforts, initiated in mid-2021, are the foundation of our long-term strategy, focused on making strategic decisions and investments to create additional value in the short-term and to seek opportunities that position the organization for long-term strength, profitability, growth, and innovation.

In addition to creating shareholder value, this plan is an ongoing effort to modernize and improve how we work in order to propel our organization to new levels of success and elevate the member and provider experiences.

In early 2023, and in conjunction with our updated strategic plan, executive leadership realignment, and corresponding 2023 divestitures, we have revised the way we manage the business, evaluate performance, and allocate resources, resulting in an updated segment structure comprised of (1) a Medicaid segment, (2) a Medicare segment, (3) a Commercial segment and (4) an Other segment.

We will begin reporting under this new segment structure in 2023.

Medicaid helps meet the needs of various populations through the following products and programs:

- The Temporary Assistance for Needy Families (TANF) program covers low-income families with children.

- The majority of children in foster care qualify for Medicaid.

We are the largest Medicaid health insurer in the country, serving 16 million Medicaid recipients in 29 states as of December 31, 2022.

Medicare is the federal health insurance program for people ages 65 and over, which was expanded to cover people under 65 with certain disabilities and people with end-stage renal disease requiring dialysis or kidney transplant.

Medicare consists of four parts, labeled A through D.

Part A provides hospitalization benefits financed largely through Social Security taxes and requires beneficiaries to pay out-of-pocket deductibles and coinsurance.

Part B provides benefits for medically necessary services and supplies including outpatient care, physician services, and home health care.

Parts A and B are referred to as Original Medicare.

As an alternative to Original Medicare, beneficiaries may elect to receive their Medicare benefits through Part C, also known as Medicare Advantage.

More than half of Medicare eligible members in 2022 were not enrolled in a Medicare Advantage product, representing a notable market opportunity.

As of December 31, 2022, we served 1.5 million Medicare Advantage members across 36 states, primarily under the brand name WellCare, with the highest concentration of lower-income, medically complex members compared to our competitors.

Medicare prescription drug coverage, or Medicare Part D, is a voluntary benefit for Medicare beneficiaries.

Should CMS decide not to renew a contract, CMS must notify MCOs on or before August 1, and the plan would be terminated effective December 31 of that year.

We offer stand-alone PDPs in 50 states and the District of Columbia, serving 4.2 million members as of December 31, 2022.

Consumers who qualify for subsidies may choose how much of the tax credit to apply to their premiums each month, up to the maximum amount for which they are eligible.

The amount of subsidy an enrollee may receive depends on household income and the cost of the second lowest cost silver plan available to enrollees in their local area.

We are the largest Marketplace carrier, serving 2.1 million members across 27 states as of December 31, 2022, under the brand name Ambetter Health.

Our products are tailored to achieve savings for our government customers and are designed to enable our providers to deliver high-quality care to members.

Complex populations represent a larger share of our Medicaid portfolio, more than any other payer in the country.

As states increasingly look to a managed model for these populations, we believe we will be seen as a must-have partner.

- *Localized Approach with Centralized Support Infrastructure.* We take a localized approach to delivering healthcare.

We complement this localized approach with a centralized infrastructure.

We believe this combined approach enables a culture that protects local agility and innovation while delivering scaled efficiency.

- *Financial Strength and Scale.* We are the largest Medicaid health insurer and Marketplace carrier in the country and our growing Medicare product has the highest concentration of lower-income, medically complex members.

In 2022, we had $144.5 billion in revenue and $6.3 billion in operating cash flow.

We are a leading multi-national healthcare enterprise that is committed to helping people live healthier lives.

We take a local approach - with local brands and local teams - to provide fully integrated, high-quality, and cost-effective services to government-sponsored and commercial healthcare programs, focusing on under-insured and uninsured individuals.

We also provide education and outreach programs to inform and assist members in accessing quality, appropriate healthcare services.

Our population health management, educational and other initiatives are designed to help members best utilize the healthcare system to ensure they receive appropriate, medically necessary services and effective management of routine, severe and chronic health problems, resulting in better health outcomes.

We combine our decentralized local approach for care with a centralized infrastructure of support functions such as finance, information systems and claims processing.

Magellan Acquisition

On January 4, 2022, we acquired all of the issued and outstanding shares of Magellan Health, Inc. (Magellan) for a total purchase price of approximately $2.6 billion.

The Magellan acquisition enables Centene to provide whole-health, integrated healthcare solutions to deliver better health outcomes at lower costs for complex, high-cost populations.

We currently have operations domestically and internationally.

The majority of funding is provided by the federal government.

We refer to these states as mandatory managed care states.

Assuming that the current program remains in effect unchanged, in subsequent years the federal share is scheduled to remain at 90%.

ABD beneficiaries represent a

growing portion of all Medicaid recipients.

Costs related to the largest eligibility group, children, are primarily composed of pediatrics and family care.

The most common HCBS services include personal care, adult day care, non-emergent transportation, home-delivered meals and personal emergency response systems.

LTSS services are provided for individuals requiring nursing home level of care, receiving waiver services, or entitled to state Medicaid LTSS benefits.

According to ADvancing States (formerly National Association of States United for Aging and Disabilities), as of August 2021, 25 states utilize some form of managed LTSS.

The majority of youth and children in foster care qualify for Medicaid, most commonly through Title IV-E of the Social Security Act, which provides funding to support safe and stable out-of-home care for children who are removed from their homes.

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.

We believe managed care has improved the quality of care for Medicaid beneficiaries and lowered costs.

Other states are considering moving to a mandated managed care approach for additional populations and products.

The Medicare program provides healthcare coverage primarily to individuals age 65 or older, as well as to individuals with certain disabilities.

Many of our Medicare Advantage members pay no monthly premium to us for these additional benefits.

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.

We provide a wide range of Medicare products, including Medicare Advantage plans with and without prescription drug coverage and Medicare supplement products that supplement traditional fee-for-service Medicare coverage.

Our subsidiaries have a number of contracts with CMS under the Medicare Advantage program authorized under Title XVIII of the Social Security Act.

The Star ratings are used by CMS to award quality bonus payments to Medicare Advantage plans.

Beginning with the 2014 Star ratings (calculated in 2013), Medicare Advantage plans were required to achieve a minimum of 4.0 Stars to qualify for a quality bonus payment.

The methodology and measures included in the Star ratings system can be modified by CMS annually and Star ratings thresholds are based on performance of Medicare Advantage plans nationally.

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

Premium subsidies are available to make coverage more affordable.

These subsidies are offered on a sliding scale basis.

International

We have an international presence in the United Kingdom (UK), Spain, and Slovakia.

In July 2021, we acquired the remaining interest in Circle Health, which includes BMI Healthcare and represents one of the UK’s largest independent hospital operators.

Also, in the UK, we have subsidiaries operating as part of Operose Health Group, which includes AT Medics Holdings, representing one of the largest provider networks in the country and delivering 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.

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.

As previously disclosed, we are exploring strategic alternatives for our international business as part of our portfolio review.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

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: 2021,] [added: 2022,] was [removed: $42.5] [added: $49.2] billion.

As of February [removed: 18, 2022,] [added: 17, 2023,] the registrant had [removed: 582,865,870] [added: 551,264,559] shares of common stock issued and outstanding.

Portions of the Proxy Statement for the registrant's [removed: 2022] [added: 2023] annual meeting of stockholders are incorporated by reference in Part III, Items 10, 11, 12, 13 and 14.

| Item 1. | | | | | | [removed: [Business](#iaaf57b6d82474148a2290f155fcc3e5b_22)] [added: [Business](#i9dee570cfbd043d6a1700298c14b2446_22)] | | | [removed: [1](#iaaf57b6d82474148a2290f155fcc3e5b_22)] [added: [1](#i9dee570cfbd043d6a1700298c14b2446_22)] | | |

| Item 1A. | | | | | | [Risk [removed: Factors](#iaaf57b6d82474148a2290f155fcc3e5b_25)] [added: Factors](#i9dee570cfbd043d6a1700298c14b2446_25)] | | | [removed: [23](#iaaf57b6d82474148a2290f155fcc3e5b_25)] [added: [18](#i9dee570cfbd043d6a1700298c14b2446_25)] | | |

| Item 1B. | | | | | | [Unresolved Staff [removed: Comments](#iaaf57b6d82474148a2290f155fcc3e5b_28)] [added: Comments](#i9dee570cfbd043d6a1700298c14b2446_31)] | | | [removed: [38](#iaaf57b6d82474148a2290f155fcc3e5b_28)] [added: [33](#i9dee570cfbd043d6a1700298c14b2446_31)] | | |

| Item 2. | | | | | | [removed: [Properties](#iaaf57b6d82474148a2290f155fcc3e5b_31)] [added: [Properties](#i9dee570cfbd043d6a1700298c14b2446_34)] | | | [removed: [38](#iaaf57b6d82474148a2290f155fcc3e5b_31)] [added: [33](#i9dee570cfbd043d6a1700298c14b2446_34)] | | |

| Item 3. | | | | | | [Legal [removed: Proceedings](#iaaf57b6d82474148a2290f155fcc3e5b_34)] [added: Proceedings](#i9dee570cfbd043d6a1700298c14b2446_37)] | | | [removed: [38](#iaaf57b6d82474148a2290f155fcc3e5b_34)] [added: [33](#i9dee570cfbd043d6a1700298c14b2446_37)] | | |

| Item 4. | | | | | | [Mine Safety [removed: Disclosures](#iaaf57b6d82474148a2290f155fcc3e5b_37)] [added: Disclosures](#i9dee570cfbd043d6a1700298c14b2446_40)] | | | [removed: [38](#iaaf57b6d82474148a2290f155fcc3e5b_37)] [added: [33](#i9dee570cfbd043d6a1700298c14b2446_40)] | | |

| Item 5. | | | | | | [Market for Registrant's Common Equity, Related Stockholder [removed: Matters] [added: Matters,] and Issuer Purchases of Equity [removed: Securities](#iaaf57b6d82474148a2290f155fcc3e5b_43)] [added: Securities](#i9dee570cfbd043d6a1700298c14b2446_46)] | | | [removed: [39](#iaaf57b6d82474148a2290f155fcc3e5b_43)] [added: [34](#i9dee570cfbd043d6a1700298c14b2446_46)] | | |

| Item 6. | | | | | | [removed: [Reserved](#iaaf57b6d82474148a2290f155fcc3e5b_46)] [added: [Reserved](#i9dee570cfbd043d6a1700298c14b2446_49)] | | | [removed: [41](#iaaf57b6d82474148a2290f155fcc3e5b_46)] [added: [36](#i9dee570cfbd043d6a1700298c14b2446_49)] | | |

| Item 7. | | | | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#iaaf57b6d82474148a2290f155fcc3e5b_52)] [added: Operations](#i9dee570cfbd043d6a1700298c14b2446_52)] | | | [removed: [42](#iaaf57b6d82474148a2290f155fcc3e5b_52)] [added: [37](#i9dee570cfbd043d6a1700298c14b2446_52)] | | |

| Item 7A. | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#iaaf57b6d82474148a2290f155fcc3e5b_76)] [added: Risk](#i9dee570cfbd043d6a1700298c14b2446_73)] | | | [removed: [60](#iaaf57b6d82474148a2290f155fcc3e5b_76)] [added: [58](#i9dee570cfbd043d6a1700298c14b2446_73)] | | |

| Item 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#iaaf57b6d82474148a2290f155fcc3e5b_79)] [added: Data](#i9dee570cfbd043d6a1700298c14b2446_76)] | | | [removed: [61](#iaaf57b6d82474148a2290f155fcc3e5b_79)] [added: [59](#i9dee570cfbd043d6a1700298c14b2446_76)] | | |

| Item 9. | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#iaaf57b6d82474148a2290f155fcc3e5b_178)] [added: Disclosure](#i9dee570cfbd043d6a1700298c14b2446_175)] | | | [removed: [101](#iaaf57b6d82474148a2290f155fcc3e5b_178)] [added: [102](#i9dee570cfbd043d6a1700298c14b2446_175)] | | |

| Item 9A. | | | | | | [Controls and [removed: Procedures](#iaaf57b6d82474148a2290f155fcc3e5b_181)] [added: Procedures](#i9dee570cfbd043d6a1700298c14b2446_178)] | | | [removed: [101](#iaaf57b6d82474148a2290f155fcc3e5b_181)] [added: [102](#i9dee570cfbd043d6a1700298c14b2446_178)] | | |

| Item 9B. | | | | | | [Other [removed: Information](#iaaf57b6d82474148a2290f155fcc3e5b_187)] [added: Information](#i9dee570cfbd043d6a1700298c14b2446_184)] | | | [removed: [103](#iaaf57b6d82474148a2290f155fcc3e5b_187)] [added: [104](#i9dee570cfbd043d6a1700298c14b2446_184)] | | |

| Item 9C. | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Implications](#iaaf57b6d82474148a2290f155fcc3e5b_1934)] [added: Implications](#i9dee570cfbd043d6a1700298c14b2446_187)] | | | [removed: [103](#iaaf57b6d82474148a2290f155fcc3e5b_1934)] [added: [104](#i9dee570cfbd043d6a1700298c14b2446_187)] | | |

| Item 10. | | | | | | [Directors, Executive [removed: Officers] [added: Officers,] and Corporate [removed: Governance](#iaaf57b6d82474148a2290f155fcc3e5b_193)] [added: Governance](#i9dee570cfbd043d6a1700298c14b2446_193)] | | | [removed: [103](#iaaf57b6d82474148a2290f155fcc3e5b_193)] [added: [104](#i9dee570cfbd043d6a1700298c14b2446_193)] | | |

| Item 11. | | | | | | [Executive [removed: Compensation](#iaaf57b6d82474148a2290f155fcc3e5b_196)] [added: Compensation](#i9dee570cfbd043d6a1700298c14b2446_196)] | | | [removed: [103](#iaaf57b6d82474148a2290f155fcc3e5b_196)] [added: [104](#i9dee570cfbd043d6a1700298c14b2446_196)] | | |

| Item 12. | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#iaaf57b6d82474148a2290f155fcc3e5b_199)] [added: Matters](#i9dee570cfbd043d6a1700298c14b2446_199)] | | | [removed: [103](#iaaf57b6d82474148a2290f155fcc3e5b_199)] [added: [105](#i9dee570cfbd043d6a1700298c14b2446_199)] | | |

| Item 13. | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#iaaf57b6d82474148a2290f155fcc3e5b_202)] [added: Independence](#i9dee570cfbd043d6a1700298c14b2446_202)] | | | [removed: [103](#iaaf57b6d82474148a2290f155fcc3e5b_202)] [added: [105](#i9dee570cfbd043d6a1700298c14b2446_202)] | | |

| Item 14. | | | | | | [Principal Accountant Fees and [removed: Services](#iaaf57b6d82474148a2290f155fcc3e5b_205)] [added: Services](#i9dee570cfbd043d6a1700298c14b2446_205)] | | | [removed: [104](#iaaf57b6d82474148a2290f155fcc3e5b_205)] [added: [105](#i9dee570cfbd043d6a1700298c14b2446_205)] | | |

| Item 15. | | | | | | [Exhibits and Financial Statement [removed: Schedules](#iaaf57b6d82474148a2290f155fcc3e5b_211)] [added: Schedules](#i9dee570cfbd043d6a1700298c14b2446_208)] | | | [removed: [104](#iaaf57b6d82474148a2290f155fcc3e5b_208)] [added: [105](#i9dee570cfbd043d6a1700298c14b2446_208)] | | |

| Item 16. | | | | | | [Form 10-K [removed: Summary](#iaaf57b6d82474148a2290f155fcc3e5b_214)] [added: Summary](#i9dee570cfbd043d6a1700298c14b2446_214)] | | | [removed: [109](#iaaf57b6d82474148a2290f155fcc3e5b_214)] [added: [110](#i9dee570cfbd043d6a1700298c14b2446_214)] | | |

Without limiting the foregoing, forward-looking statements often use words such as "believe," "anticipate," "plan," "expect," "estimate," "intend," "seek," "target," "goal," "may," "will," "would," "could," "should," "can," [removed: "continue"] [added: "continue,"] and other similar words or expressions (and the negative thereof).

In particular, these statements include, without limitation, statements about our future operating or financial performance, market opportunity, value creation strategy, competition, expected activities in [removed: completed and future acquisitions, including statements about the impact of our recently] [added: connection with] completed [removed: acquisition of Magellan Health (the Magellan Acquisition), other recent] and future acquisitions and dispositions, [removed: investments] [added: our investments,] and the adequacy of our available cash resources.

These forward-looking statements reflect our current views with respect to future events and are based on numerous assumptions and assessments made by us in light of our experience and perception of historical trends, current conditions, business strategies, operating environments, future [removed: developments] [added: developments,] and other factors we believe appropriate.

By their nature, forward-looking statements involve known and unknown risks and uncertainties and are subject to change because they relate to events and depend on circumstances that will occur in the future, including economic, regulatory, [removed: competitive] [added: competitive,] and other factors that may cause our or our industry's actual results, levels of activity, [removed: performance] [added: performance,] or achievements to be materially different from any future results, levels of activity, [removed: performance] [added: performance,] or achievements expressed or implied by these forward-looking statements.

These statements are not guarantees of future performance and are subject to risks, [removed: uncertainties] [added: uncertainties,] and assumptions.

Except as may be otherwise required by law, we undertake no obligation to update or revise the forward-looking statements included in this filing, whether as a result of new information, future [removed: events] [added: events,] or otherwise, after the date of this filing.

You should not place undue reliance on any forward-looking statements, as actual results may differ materially from projections, estimates, or other forward-looking statements due to a variety of important factors, [removed: variables] [added: variables,] and events including, but not limited to:

- our ability to accurately predict and effectively manage health benefits and other operating expenses and reserves, including fluctuations in medical utilization [removed: rates due to the impact of COVID-19;][added: rates;]

- the risk that the election of new directors, changes in senior [removed: management] [added: management,] and [added: any] inability to retain key personnel may create uncertainty or negatively impact our ability to execute quickly and effectively;

- the [removed: possibility that the expected synergies] [added: timing] and [added: extent of benefits from our] value creation [removed: from] [added: strategy, including] the [removed: Magellan Acquisition or] [added: possibility that] the [removed: WellCare Acquisition (or other acquired businesses) will not] [added: benefits received may] be [removed: realized,] [added: lower than expected, may not occur,] or will not be realized within the [removed: respective] expected time periods;

- changes in economic, [removed: political] [added: political,] or market conditions;

- changes in federal or state laws or regulations, including changes with respect to income tax reform or government healthcare programs as well as changes with respect to the Patient Protection and Affordable Care Act and the Health Care and Education Affordability Reconciliation Act (collectively referred to as the ACA) and any regulations enacted [removed: thereunder that may result from changing political conditions, the new administration or judicial actions;][added: thereunder;]

- provider, state, federal, [removed: foreign] [added: foreign,] and other contract changes and timing of regulatory approval of contracts;

- the expiration, suspension, or termination of our contracts with federal or state governments (including, but not limited to, Medicaid, Medicare, [removed: TRICARE] [added: TRICARE,] or other customers);

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statement of the registrant included in the filing reflect the correction of an error to the previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b) ☐

| [Signatures](#i9dee570cfbd043d6a1700298c14b2446_217) | | | | | | | | | [111](#i9dee570cfbd043d6a1700298c14b2446_217) | | |

- our ability to design and price products that are competitive and/or actuarially sound including but not limited to any impacts resulting from Medicaid redeterminations;

- competition, including our ability to reprocure our contracts and grow organically;

- disruption, unexpected costs, or similar risks from business transactions, including acquisitions, divestitures, and changes in our relationships with third parties;

- impairments to real estate, investments, goodwill, and intangible assets;

- We might be adversely impacted by tax legislation or challenges to our tax positions;

| Acquisition and divestiture related expenses | | | 0.36 | | | | | | 0.31 | | | | | | 1.04 | | | | | |

| Other adjustments (1) | | | 2.65 | | | | | | 2.16 | | | | | | 0.05 | | | | | |

| Income tax effects of adjustments (2) | | | (0.70) | | | | | | (0.91) | | | | | | (0.45) | | | | | |

2022:

(a) real estate impairments of $1,642 million, or $2.82 per share ($2.08 after-tax); PANTHERx Rare (PANTHERx) divestiture gain of $490 million, or $0.84 per share ($0.65 after-tax); impairments of assets associated with the divestitures of our Spanish and Central European, Centurion, and HealthSmart businesses of $458 million, or $0.78 per share ($0.60 after-tax); Magellan Rx divestiture gain of $269 million, or $0.46 per share ($0.17 after-tax); Health Net Federal Services asset impairment of $233 million, or $0.40 per share ($0.39 after-tax); gain on debt extinguishment of $27 million, or $0.04 per share ($0.03 after-tax); increase to the previously reported gain on the divestiture of U.S. Medical Management (USMM) due to the finalization of working capital adjustments of $13 million, or $0.02 per share ($0.02 after-tax); and costs related to the PBM legal settlement of $6 million, or $0.01 per share ($0.00 after-tax).

(b) PBM legal settlement expense of $1,264 million, or $2.14 per share ($1.76 after-tax); gain related to the acquisition of the remaining 60% interest of Circle Health of $309 million, or $0.52 per share ($0.52 after-tax); impairment of our equity method investment in RxAdvance of $229 million, or $0.39 per share ($0.32 after-tax); gain related to the divestiture of USMM of $150 million, or $0.25 per share ($0.23 after-tax); debt extinguishment costs of $125 million, or $0.21 per share ($0.16 after-tax); reduction to the previously reported gain on divestiture of certain products of our Illinois health plan of $62 million, or $0.10 per share ($0.08 after-tax); and severance costs due to a restructuring of $54 million, or $0.09 per share ($0.06 after-tax).

In addition, the year ended December 31, 2022, includes tax expense of $107 million, or $0.18 per share, related to the Magellan Specialty Health divestiture and a $15 million, or $0.03 per share, tax benefit related to the RxAdvance impairment.

| Real estate optimization | | | 15 | | | | | | — | | | | | | — | | |

| | | | | | | | | | | | | | | | | | |

| Note: Beginning in 2022, we have included a separate line item for depreciation expense on the Consolidated Statements of Operations, which was previously included in selling, general and administrative (SG&A) expenses. Prior period SG&A expenses have been conformed to the current presentation. | | | | | | | | | | | | | | | | | |

| [Signatures](#iaaf57b6d82474148a2290f155fcc3e5b_217) | | | | | | | | | [110](#iaaf57b6d82474148a2290f155fcc3e5b_217) | | |

- uncertainty as to the expected financial performance of the combined company following the recent completion of the Magellan Acquisition;

- the risk that unexpected costs will be incurred in connection with the integration of the Magellan Acquisition or that the integration of Magellan Health will be more difficult or time consuming than expected, or similar risks from other acquisitions we may announce or complete from time to time;

- disruption from the integration of the Magellan Acquisition or from the integration of the WellCare Acquisition, or similar risks from other acquisitions we may announce or complete from time to time, including potential adverse reactions or changes to business relationships with customers, employees, suppliers or regulators, making it more difficult to maintain business and operational relationships;

- competition;

- our ability to adequately price products;

- timing and extent of benefits from strategic value creation initiatives, including the possibility that these initiatives will not be successful, or will not be realized within the expected time periods;

- the risk that acquired businesses will not be integrated successfully;

Item 1A.

"Risk Factors" of Part I of this filing contains a further discussion of these and other important factors that could cause actual results to differ from expectations.

- 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;

- Future issuances and sales of additional shares of preferred or common stock could reduce the market price of our shares of common stock.

| Acquisition related expenses (4) | | | 0.24 | | | | | | 0.86 | | | | | | 0.19 | | | | | |

| Other adjustments (1) | | | 1.63 | | | | | | 0.07 | | | | | | 0.62 | | | | | |

(a) legal settlement expense and related legal fees of $1,264 million, or $1.76 per diluted share, net of an income tax benefit of $0.38;

(b) debt extinguishment costs of $125 million, or $0.16 per diluted share, net of an income tax benefit of $0.05;

(c) severance costs due to a restructuring of $54 million, or $0.06 per diluted share, net of an income tax benefit of $0.03;

(d) a reduction to the previously reported gain due to the finalization of the working capital adjustment related to the divestiture of certain products of our Illinois health plan of $62 million, or $0.08 per diluted share, net of an income tax benefit of $0.02;

(e) non-cash gain related to the acquisition of the remaining 60% interest of Circle Health of $309 million, or $0.52 per diluted share, net of income tax expense of $0.00;

(f) non-cash impairment of our equity method investment in RxAdvance of $229 million, or $0.32 per diluted share, net of an income tax benefit of $0.07; and

(g) gain related to the divestiture of U.S. Medical Management (USMM) of $150 million, or $0.23 per diluted share, net of income tax expense of $0.02.

(a) debt extinguishment costs of $61 million, or $0.07 per diluted share, net of an income tax benefit of $0.04;

(c) non-cash impairment of $72 million, or $0.10 per diluted share, net of an income tax benefit of $0.02.

2019:

(a) 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

(b) debt extinguishment costs of $30 million, or $0.05 per diluted share, net of an income tax benefit of $0.02.

(3) Amortization of acquired intangible assets is net of an income tax benefit of $0.31, $0.29, and $0.14 per diluted share for the years ended December 31, 2021, 2020 and 2019, respectively.

(4) Acquisition related expenses are net of an income tax benefit of $0.07, $0.18 and $0.06 per diluted share for the years ended December 31, 2021, 2020 and 2019, respectively.

We own our corporate office headquarters buildings and land located in St. Louis, Missouri, which is used by each of our reportable [removed: segments, and we are in the process of completing our East coast headquarters in Charlotte, North Carolina.][added: segments.]

We generally lease space in the states where our health plans, specialty [removed: companies] [added: companies,] and claims processing facilities operate.

We believe our current facilities [removed: and expansion plans] are adequate to meet our operational needs for the foreseeable future.

In connection with the adoption of a more modern, flexible work environment, we undertook a real estate optimization initiative to evaluate future real estate needs and downsize our real estate footprint for owned and leased properties.

As a result of this evaluation, we substantially changed the use or abandoned various properties and recognized an impairment charge for the year ended December 31, 2022.

Our common stock has been traded and quoted on the New York Stock Exchange [added: (NYSE)] under the symbol "CNC" since October 16, 2003.

As of February [removed: 18, 2022,] [added: 17, 2023,] there were [removed: 1,078] [added: 1,036] holders of record of our common stock.

| Issuer Purchases of Equity Securities Fourth Quarter [removed: 2021 (shares] [added: 2022 (Shares] in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

The graph below compares the cumulative total stockholder return on our common stock for the period from December 31, [removed: 2016] [added: 2017] to December 31, [removed: 2021] [added: 2022,] 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: 2016] [added: 2017] 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: ]

| | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | |

| New York Stock Exchange Composite Index | | | 100.00 | | | | | | [removed: 115.84] [added: 88.80] | | | | | | [removed: 102.87] [added: 108.62] | | | | | | [removed: 125.83] [added: 113.40] | | | | | | [removed: 131.36] [added: 134.00] | | | | | | [removed: 155.23] [added: 118.55] | | |

| Centene Corporation closing stock price | | | $ | [removed: 28.25] [added: 50.44] | | | | | $ | [removed: 50.44] [added: 57.65] | | | | | $ | [removed: 57.65] [added: 62.87] | | | | | $ | [removed: 62.87] [added: 60.03] | | | | | $ | [removed: 60.03] [added: 82.40] | | | | | $ | [removed: 82.40] [added: 82.01] | |

| Centene Corporation annual stockholder return | | | [removed: (14.1)] [added: 78.5] | | % | | | | [removed: 78.5] [added: 14.3] | | % | | | | [removed: 14.3] [added: 9.1] | | % | | | | [removed: 9.1] [added: (4.5)] | | % | | | | [removed: (4.5)] [added: 37.3] | | % | | | | [removed: 37.3] [added: (0.5)] | | % |

Stockholders

In 2022, our Board of Directors authorized increases to the Company's existing stock repurchase program, including $3.0 billion in June 2022 and an additional $2.0 billion in December 2022.

With these increases, the Company is authorized to repurchase up to $6.0 billion.

The stock repurchase program is effected primarily through regular open-market purchases (which may include repurchase plans designed to comply with Rule 10b5-1 and accelerated share repurchases), the amounts and timing of which are subject to our discretion as part of our capital allocation strategy, and may be based upon general market conditions and the prevailing price and trading volumes of our common stock.

| October 1, 2022 - October 31, 2022 (3) | | | | | | 3,842 | | | | | | $ | 69.25 | | | | | 3,840 | | | | | | $ | 2,150 | |

| November 1, 2022 - November 30, 2022 | | | | | | 12,105 | | | | | | 83.05 | | | | | | 12,095 | | | | | | 1,146 | | |

| December 1, 2022 - December 31, 2022 | | | | | | 4,306 | | | | | | 84.04 | | | | | | 4,046 | | | | | | 2,806 | | |

| Total | | | | | | 20,253 | | | | | | $ | 80.64 | | | | | 19,981 | | | | | | $ | 2,806 | |

| (1) Shares purchased through a publicly announced plan or program and shares relinquished to the Company by certain employees for payment of taxes or option cost upon vesting of restricted stock units or option exercise. (2) In December 2022, the Company's Board of Directors authorized an additional $2.0 billion increase to the stock repurchase program. A remaining amount of approximately $2.8 billion is available under the program as of December 31, 2022. (3) Includes 3.0 million shares delivered through an accelerated share repurchase (ASR) initiated in July 2022, which was settled based on the volume-weighted average price (VWAP) over the term of the agreement, less a discount, of $86.21. See Note 12. *Stockholders' Equity* for additional information. | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Centene Corporation | | | $ | 100.00 | | | | | $ | 114.29 | | | | | $ | 124.64 | | | | | $ | 119.01 | | | | | $ | 163.36 | | | | | $ | 162.59 | |

| S&P Supercomposite Managed Healthcare Index | | | 100.00 | | | | | | 110.28 | | | | | | 130.84 | | | | | | 150.30 | | | | | | 208.61 | | | | | | 221.73 | | |

| S&P 500 | | | 100.00 | | | | | | 93.76 | | | | | | 120.84 | | | | | | 140.49 | | | | | | 178.27 | | | | | | 143.61 | | |

The high and low prices, as reported by the NYSE, are set forth below for the periods indicated.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| | | | 2022 Stock Price (through February 18, 2022) | | | | | | | | | | | | 2021 Stock Price | | | | | | | | | | | | 2020 Stock Price | | | | | | | | |

| | | | High | | | | | | Low | | | | | | High | | | | | | Low | | | | | | High | | | | | | Low | | |

| First Quarter | | | $ | 86.81 | | | | | $ | 74.47 | | | | | $ | 70.26 | | | | | $ | 57.16 | | | | | $ | 68.64 | | | | | $ | 43.96 | |

| Second Quarter | | | | | | | | | | | | | | | 75.25 | | | | | | 59.33 | | | | | | 74.70 | | | | | | 53.83 | | |

| Third Quarter | | | | | | | | | | | | | | | 75.59 | | | | | | 59.67 | | | | | | 68.45 | | | | | | 53.60 | | |

| Fourth Quarter | | | | | | | | | | | | | | | 85.44 | | | | | | 60.81 | | | | | | 72.31 | | | | | | 57.56 | | |

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.

During the fourth quarter of 2021, we used proceeds from divestiture of U.S. Medical Management (USMM) and cash on hand to repurchase 2.4 million shares of Centene common stock for $200 million through our stock repurchase program.

We have $800 million remaining under the program for repurchases as of December 31, 2021.

| October 1 – October 31, 2021 | | | | | | 3 | | | | | | $ | 64.90 | | | | | — | | | | | | $ | 1,000 | |

| November 1 – November 30, 2021 | | | | | | 2 | | | | | | 73.94 | | | | | | — | | | | | | 1,000 | | |

| December 1 – December 31, 2021 | | | | | | 3,012 | | | | | | 82.42 | | | | | | 2,402 | | | | | | 800 | | |

| Total | | | | | | 3,017 | | | | | | $ | 79.10 | | | | | 2,402 | | | | | | $ | 800 | |

| (1) Shares purchased through a publicly announced plan or program and shares relinquished to the Company by certain employees for payment of taxes or option cost upon vesting of restricted stock units or option exercise. | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (2) Our Board of Directors adopted a stock repurchase program which allows for repurchases of up to 14,160 thousand shares. As of January 2021, a remaining amount of 5,488 thousand shares were available under the program. In February 2021, the Company's Board of Directors approved an increase in the Company's existing share repurchase program for its common stock. With the increase, the Company was authorized to repurchase up to $1.0 billion worth of shares of the Company's common stock, inclusive of the previously approved stock repurchase program. A remaining amount of $800 million is available under the program. No duration has been placed on the repurchase program. | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Centene Corporation | | | $ | 100.00 | | | | | $ | 178.55 | | | | | $ | 204.07 | | | | | $ | 222.55 | | | | | $ | 212.50 | | | | | $ | 291.68 | |

| S&P Supercomposite Managed Healthcare Index | | | 100.00 | | | | | | 142.26 | | | | | | 156.88 | | | | | | 186.13 | | | | | | 213.81 | | | | | | 296.76 | | |

| S&P 500 | | | 100.00 | | | | | | 119.42 | | | | | | 111.97 | | | | | | 144.31 | | | | | | 167.77 | | | | | | 212.89 | | |

We have audited the accompanying consolidated balance sheets of Centene Corporation and subsidiaries (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, comprehensive [removed: earnings,] [added: earnings (loss),] stockholders' equity, and cash flows for each of the years in the three‑year period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 22, 2022] [added: 21, 2023] expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit [added: and compliance] committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

As discussed in Note 8 to the consolidated financial statements, the balance at December 31, [removed: 2021] [added: 2022] was [removed: $14,243] [added: $16,745] million.

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

The final settlement of the December 31, [removed: 2021] [added: 2022] ACA risk adjustment accruals is scheduled to be determined by the Centers for Medicare and Medicaid Services (CMS) in June [removed: 2022,] [added: 2023,] based on data submitted by insurance companies through April [removed: 2022.][added: 2023.]

As discussed in Note 9, the Company recorded an estimated asset and liability (the ACA risk adjustment accruals) of [removed: $522] [added: $838] million, and [removed: $536] [added: $780] million, respectively at December 31, [removed: 2021.][added: 2022.]

| | | | December 31, [removed: 2021] [added: 2022] | | | | | | December 31, [removed: 2020] [added: 2021] | | |

| Cash and cash equivalents | | | $ | [added: 12,074 | | | | | $ |] 13,118 | | | | | $ | 10,800 | |

| Premium and trade receivables | | | [removed: 12,238] [added: 13,272] | | | | | | [removed: 9,696] [added: 12,238] | | |

| Short-term investments | | | [removed: 1,539] [added: 2,321] | | | | | | [removed: 1,580] [added: 1,539] | | |

| Other current assets | | | [removed: 1,602] [added: 2,461] | | | | | | [removed: 1,317] [added: 1,602] | | |

| Total current assets | | | [removed: 28,497] [added: 30,128] | | | | | | [removed: 23,393] [added: 28,497] | | |

| Long-term investments | | | [removed: 14,043] [added: 14,684] | | | | | | [removed: 12,853] [added: 14,043] | | |

| Restricted deposits | | | [removed: 1,068] [added: 1,217] | | | | | | [removed: 1,060] [added: 1,068] | | |

| Property, software and equipment, net | | | [removed: 3,391] [added: 2,432] | | | | | | [removed: 2,774] [added: 3,391] | | |

| Goodwill | | | [removed: 19,771] [added: 18,812] | | | | | | [removed: 18,652] [added: 19,771] | | |

| Intangible assets, net | | | [removed: 7,824] [added: 6,911] | | | | | | [removed: 8,388] [added: 7,824] | | |

| Other long-term assets | | | [removed: 3,781] [added: 2,686] | | | | | | [removed: 1,599] [added: 3,781] | | |

| Total assets | | | $ | [removed: 78,375] [added: 76,870] | | | | | $ | [removed: 68,719] [added: 78,375] | |

| Medical claims liability | | | $ | [removed: 14,243] [added: 16,745] | | | | | $ | [removed: 12,438] [added: 14,243] | |

| Accounts payable and accrued expenses | | | [removed: 8,493] [added: 9,525] | | | | | | [removed: 7,069] [added: 8,493] | | |

| Return of premium payable | | | [removed: 2,328] [added: 1,634] | | | | | | [removed: 1,458] [added: 2,328] | | |

| Unearned revenue | | | [removed: 434] [added: 478] | | | | | | [removed: 523] [added: 434] | | |

| Current portion of long-term debt | | | [removed: 267] [added: 82] | | | | | | [removed: 97] [added: 267] | | |

| Total current liabilities | | | [removed: 25,765] [added: 28,464] | | | | | | [removed: 21,585] [added: 25,765] | | |

| Long-term debt | | | [removed: 18,571] [added: 17,938] | | | | | | [removed: 16,682] [added: 18,571] | | |

| Deferred tax liability | | | [removed: 1,407] [added: 615] | | | | | | [removed: 1,534] [added: 1,407] | | |

| Other long-term liabilities | | | [removed: 5,610] [added: 5,616] | | | | | | [removed: 2,956] [added: 5,610] | | |

| Total liabilities | | | [removed: 51,353] [added: 52,633] | | | | | | [removed: 42,757] [added: 51,353] | | |

| Redeemable noncontrolling interests | | | [removed: 82] [added: 56] | | | | | | [removed: 77] [added: 82] | | |

| Preferred stock, $0.001 par value; authorized 10,000 shares; no shares issued or outstanding at December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2020] [added: 2021] | | | — | | | | | | — | | |

| Common stock, $0.001 par value; authorized 800,000 shares; [removed: 602,704] [added: 607,847] issued and [removed: 582,479] [added: 550,754] outstanding at December 31, [removed: 2021,] [added: 2022,] and [removed: 598,249] [added: 602,704] issued and [removed: 581,479] [added: 582,479] outstanding at December 31, [removed: 2020] [added: 2021] | | | 1 | | | | | | 1 | | |

| Additional paid-in capital | | | [removed: 19,672] [added: 20,060] | | | | | | [removed: 19,459] [added: 19,672] | | |

| Accumulated other comprehensive earnings [added: (loss)] | | | [removed: 77] [added: (1,132)] | | | | | | [removed: 337] [added: 77] | | |

| Retained earnings | | | [removed: 8,139] [added: 9,341] | | | | | | [removed: 6,792] [added: 8,139] | | |

| Treasury stock, at cost [removed: (20,225] [added: (57,093] and [removed: 16,770] [added: 20,225] shares, respectively) | | | [removed: (1,094)] [added: (4,213)] | | | | | | [removed: (816)] [added: (1,094)] | | |

| Total Centene stockholders' equity | | | [removed: 26,795] [added: 24,057] | | | | | | [removed: 25,773] [added: 26,795] | | |

| Noncontrolling interest | | | [removed: 145] [added: 124] | | | | | | [removed: 112] [added: 145] | | |

February 21, 2023

| Nonredeemable noncontrolling interest | | | 124 | | | | | | 145 | | |

| Depreciation expense | | | 614 | | | | | | 565 | | | | | | 487 | | |

| Change in unrealized gain (loss) on investments | | | (1,475) | | | | | | (296) | | | | | | 251 | | |

| Change in unrealized gain (loss) on investments, tax effect | | | 349 | | | | | | 75 | | | | | | (60) | | |

| Fair value of unvested equity awards in connection with acquisition | | | — | | | | | | — | | | | | | 60 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 60 | | |

| Reclassification to non-redeemable | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 17 | | | | | | 17 | | |

| Dividend to noncontrolling interest | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (10) | | | | | | (10) | | |

| Purchase of noncontrolling interest | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1) | | | | | | (1) | | |

| Balance, December 31, 2022 | | | 607,847 | | | | | | $ | 1 | | | | | $ | 20,060 | | | | | $ | (1,132) | | | | | $ | 9,341 | | | | | 57,093 | | | | | | $ | (4,213) | | | | | $ | 124 | | | | | $ | 24,181 | |

| Net earnings | | | $ | 1,202 | | | | | $ | 1,336 | | | | | $ | 1,794 | |

| Loss on disposal of equipment | | | 221 | | | | | | 12 | | | | | | 5 | | |

| Proceeds from common stock issuances | | | 70 | | | | | | 35 | | | | | | 28 | | |

| Cash and cash equivalents reclassified (to) from held for sale | | | (16) | | | | | | — | | | | | | — | | |

The Company provides access to high-quality healthcare, innovative programs, and a wide range of health solutions that help families and individuals get well, stay well, and be well.

Beginning in 2022, the Company has included a separate line item for depreciation expense on the Consolidated Statement of Operations, which was previously included in selling, general and administrative (SG&A) expenses.

Prior period SG&A expense ratios have also been conformed to the current presentation.

The acquisition was accounted for as a business combination.

Additionally, during 2022 the Company completed the divestitures of PANTHERx Rare (PANTHERx), its Spanish and Central European businesses, and Magellan Rx.

See Note 3.

*Acquisitions and Divestitures* for further details.

| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

| Balance, January 1 | | | $ | 139 | | | | | $ | 243 | | | | | $ | 157 | |

| Balance, December 31 | | | $ | 130 | | | | | $ | 139 | | | | | $ | 243 | |

None of the Company's customers exceeded 10% of total annual revenues for the year ended December 31, 2022.

Acquisitions and Divestitures

The purchase price has been adjusted to reflect the net effective settlement of preexisting relationships between the Company and Magellan of $70 million.

| Mezzanine equity | | | | | | 32 | | |

| Goodwill (4) | | | | | | 905 | | |

| Purchased contract rights | | | | | | $ | 581 | | | | | 13 | | |

PANTHERx Rare Divestiture

On July 14, 2022, the Company completed the divestiture of PANTHERx for $1,373 million.

Spanish and Central European Divestiture

On November 16, 2022, as part of the Company's review of strategic alternatives for its international portfolio, the Company completed the divestiture of its ownership stakes in its Spanish and Central European businesses, including Ribera Salud, Torrejón Salud, and Pro Diagnostics Group.

In 2022, the Company recorded an impairment charge primarily related to intangible assets and goodwill associated with the divestiture of $163 million, or $140 million after-tax.

Magellan Rx Divestiture

On December 2, 2022, the Company completed the divestiture of Magellan Rx for $1,337 million.

The Company recognized a gain of $269 million, or $99 million after-tax, which is included in investment and other income on the Consolidated Statements of Operations and is subject to a final working capital adjustment.

Magellan Specialty Health Divestiture

On November 17, 2022, the Company signed a definitive agreement to divest Magellan Specialty Health.

February 22, 2022

| | | | | | | | | | | | | | | | | | |

| Defined benefit pension plan net gain (loss), net of tax | | | 2 | | | | | | — | | | | | | (6) | | |

| Balance, December 31, 2018 | | | 417,695 | | | | | | $ | — | | | | | $ | 7,449 | | | | | $ | (56) | | | | | $ | 3,663 | | | | | 5,217 | | | | | | $ | (139) | | | | | $ | 96 | | | | | $ | 11,013 | |

The Company takes a local approach - with local brands and local teams - to provide fully integrated, high-quality, and cost-effective services to government-sponsored and commercial healthcare programs, focusing on under-insured and uninsured individuals.

Generally, the risk score is

The ACA imposed the HIF in 2014, 2015, 2016, 2018 and 2020.

The HIF was suspended in 2017 and 2019.

If the Company is able to negotiate reimbursement of portions of these premium taxes or the HIF, it recognizes revenue associated with the HIF on a straight-line basis when the Company has binding agreements for such reimbursements, including the "gross-up" to reflect the HIFs non-tax deductible nature.

After the close of the benefit year, the Company is required to provide CMS with data on the value of the CSRs provided to enrollees based on either a 'simplified' or 'standard' approach.

A reconciliation will occur in order to calculate the difference between the Company's CSR advance payments received and the value of CSRs provided to enrollees.

This reconciliation will produce either a payable or receivable to/from CMS.

The Company has elected the standard methodology approach.

| Allowances, beginning of year | | | $ | 243 | | | | | $ | 157 | | | | | $ | 123 | |

| Allowances, end of year | | | $ | 139 | | | | | $ | 243 | | | | | $ | 157 | |

Recently Adopted Accounting Guidance

In December 2019, the Financial Accounting Standards Board (FASB) issued an Accounting Standards Update (ASU) which simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC Topic 740.

The ASU also clarifies and amends certain areas of ASC Topic 740 to improve consistent application of and simplify the generally accepted accounting principles within Topic 740.

The guidance is effective for annual and interim periods beginning after December 15, 2020.

The Company adopted the new guidance in the first quarter of 2021.

The new guidance did not have a material impact on the Company's consolidated financial position, results of operations and cash flows.

Acquisitions

The valuation of assets acquired and liabilities assumed has not yet been finalized.

Any necessary adjustments from preliminary estimates will be finalized within one year from the date of acquisition.

Measurement period adjustments will be recorded in the period in which they are determined, as if they had been completed at the acquisition date.

Due to the timing of the acquisition, the Company has performed limited valuation procedures, and the valuation of all assets acquired and liabilities assumed is not yet complete.

WellCare Acquisition

The transaction was valued at $19,555 million, including the assumption of debt.

The WellCare Acquisition brought a high-quality Medicare platform and further extended the Company’s robust Medicaid offerings.

The WellCare Acquisition also enables the Company to provide access to more comprehensive and differentiated solutions across more markets with a continued focus on affordable, high-quality, culturally-sensitive healthcare services.

With the WellCare Acquisition, the Company further broadened its product offerings by adding a Medicare prescription drug plan (PDP) to its existing business lines.

Total consideration paid for the acquisition was $17,605 million, consisting of Centene common shares valued at $11,431 million (based on Centene's stock price of $66.76), $6,079 million 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 shares of validly issued, fully paid, non-assessable 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 was funded through the issuance of long-term debt as further discussed in Note 10.

Debt.

The acquisition of WellCare was accounted for as a business combination using the acquisition method of accounting that requires assets acquired and liabilities assumed to be recognized at fair value as of the acquisition date.

| Goodwill (d) | | | | | | 11,111 | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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: 2021.][added: 2022.]

Disclosure controls and procedures include, without limitation, [removed: controls] [added: controls,] and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Based on the evaluation of our disclosure controls and procedures as of December 31, [removed: 2021,] [added: 2022,] our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective.

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: 2021.][added: 2022.]

Our management's assessment of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included herein.

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, [removed: 2021,] [added: 2022,] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We have audited Centene Corporation and subsidiaries' (the Company) internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, comprehensive [removed: earnings,] [added: earnings (loss),] stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] and the related notes (collectively, the consolidated financial statements), and our report dated February [removed: 22, 2022] [added: 21, 2023,] expressed an unqualified opinion on those consolidated financial statements.

February 21, 2023

February 22, 2022

On February 20, 2023, in connection with the appointment of Kenneth Fasola as President of the Company and James E.

Murray as Chief Operating Officer of the Company in December 2022, the Company entered into employment agreements with Messrs.

Fasola and Murray.

Pursuant to the terms of Mr. Fasola's employment agreement, Mr. Fasola will receive (i) an annual base salary of $1,100,000, (ii) an annual cash incentive bonus target under the Centene Corporation Short-Term Executive Compensation Plan of 125% of base salary, (iii) long-term equity incentive awards under the Centene Corporation 2012 Stock Incentive Plan, as amended (the "2012 Plan") with amounts and terms determined by the Compensation Committee (with an aggregate grant date value of $6,025,000 for 2023), (iv) a one-time $1,000,000 cash award, and (v) cash severance upon a qualifying termination equal to annual base salary, a prorated annual bonus, and continued medical benefits at active employee rates for 12 months.

Pursuant to the terms of Mr. Murray's employment agreement, Mr. Murray will receive (i) an annual base salary of $750,000, (ii) an annual cash incentive bonus target under the Centene Corporation Short-Term Executive Compensation Plan of 100% of base salary, (iii) long-term equity incentive awards under the 2012 Plan with amounts and terms determined by the Compensation Committee (with an aggregate grant date value of $4,250,000 for 2023), and (iv) cash severance upon a qualifying termination equal to annual base salary, a prorated annual bonus, and continued medical benefits at active employee rates for 12 months.

None.

Information concerning our directors will appear in our Proxy Statement for our [removed: 2022] [added: 2023] annual meeting of stockholders under "Proposal One: Election of Directors." This portion of the Proxy Statement is 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 [removed: 2022] [added: 2023] annual meeting of stockholders under "Delinquent Section 16(a) [removed: Reports",] [added: Reports,"] if applicable.

Information concerning certain corporate governance [removed: matters] [added: matters, including information concerning our audit committee financial expert and identification of our Audit and Compliance Committee, and our code of ethics] will appear in our Proxy Statement for our [removed: 2022] [added: 2023] annual meeting of stockholders under "Corporate [removed: Governance and Risk Management."] [added: Governance."] These portions of our Proxy Statement are incorporated herein by reference.

Information concerning our audit committee financial expert and identification of our audit committee will appear in our Proxy Statement for our 2022 annual meeting of stockholders under "Board of Directors Committees." Information concerning our code of ethics will appear in our Proxy Statement for our 2022 annual meeting of stockholders under "Corporate Governance and Risk Management." These portions of our Proxy Statement are incorporated herein by reference.

Information concerning executive compensation will appear in our Proxy Statement for our [removed: 2022] [added: 2023] Annual Meeting of Stockholders under [removed: "Information About Executive] [added: "Executive] Compensation." Information concerning Compensation [added: and Talent] Committee interlocks and insider participation will appear in the Proxy Statement for our [removed: 2022] [added: 2023] 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: 2022] [added: 2023] annual meeting of stockholders under [removed: "Information About] [added: "Beneficial] Stock Ownership" and "Equity Compensation Plan Information." These portions of the Proxy Statement are incorporated herein by reference.

Information concerning director independence, certain [removed: relationships] [added: relationships,] and related transactions will appear in our Proxy Statement for our [removed: 2022] [added: 2023] annual meeting of stockholders under "Corporate [removed: Governance and Risk Management," "Director Independence"] [added: Governance," "Independence of Directors,"] 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: 2022] [added: 2023] annual meeting of stockholders under "Proposal [removed: Three:] [added: Four:] Ratification of Appointment of Independent Registered Public Accounting Firm." This portion of our Proxy Statement is incorporated herein by reference.

Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020][added: 2021]

Consolidated Statements of Operations for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

Consolidated Statements of Comprehensive Earnings [added: (Loss)] for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

Consolidated Statements of Stockholders' Equity for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

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

| 3.1 | | | | | | [Amended and Restated Certificate of Incorporation of Centene Corporation, dated [removed: April] [added: September] 27, [removed: 2021](https://www.sec.gov/Archives/edgar/data/0001071739/000107173921000121/a20210430exhibit31.htm)] [added: 2022](https://www.sec.gov/Archives/edgar/data/1071739/000107173922000331/a20220927exhibit31.htm)] | | | | | | | | | | | | 8-K | | | | | | [removed: April] [added: September] 30, [removed: 2021] [added: 2022] | | | | | | 3.1 | | |

| 3.2 | | | | | | [removed: [By-laws] [added: [Amended and Restated By-laws] of Centene Corporation, [removed: as amended and restated] effective [removed: as of December 14, 2021](https://www.sec.gov/Archives/edgar/data/1071739/000114036121041462/brhc10031842_ex3-1.htm)] [added: September 27, 2022](https://www.sec.gov/Archives/edgar/data/1071739/000107173922000331/a20220927exhibit32.htm)] | | | | | | | | | | | | 8-K | | | | | | [removed: December 14, 2021] [added: September 30, 2022] | | | | | | [removed: 3.1] [added: 3.2] | | |

| 4.1 | | | | | | [Description of Securities of the [removed: Company](https://www.sec.gov/Archives/edgar/data/1071739/000107173922000071/a2021123110-kexhibit41.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit41.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | |

| 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 [removed: trustee](https://www.sec.gov/ix?doc=/Archives/edgar/data/1071739/000107173921000226/cnc-20210930.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/1071739/000114036121028103/brhc10027869_ex4-4.htm)] | | | | | | | | | | | | 8-K | | | | | | August 12, 2021 | | | | | | 4.4 | | |

| 10.5 | | | * | | | [Amended and Restated Voluntary Nonqualified Deferred Compensation [removed: Plan](http://www.sec.gov/Archives/edgar/data/1071739/000107173919000032/exhibit106q42018.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit105.htm)] | | | | | | [added: X] | | | | | | [removed: 10-K] | | | | | | [removed: February 19, 2019] | | | | | | [removed: 10.6] | | |

| 10.8a | | | * | | | [Amendment No. 1 [removed: to] [added: of] Executive Employment Agreement between Centene Corporation and Michael F. Neidorff](http://www.sec.gov/Archives/edgar/data/1071739/000107173908000034/exhibit102.htm) | | | | | | | | | | | | 10-Q | | | | | | October 28, 2008 | | | | | | 10.2 | | |

| 10.8b | | | * | | | [Amendment No. 2 [removed: to] [added: of] Executive Employment Agreement between Centene Corporation and Michael F. Neidorff](http://www.sec.gov/Archives/edgar/data/1071739/000107173909000011/exhibit102.htm) | | | | | | | | | | | | 10-Q | | | | | | April 28, 2009 | | | | | | 10.2 | | |

| 10.8c | | | * | | | [Amendment No. 3 [removed: to] [added: of] Executive Employment Agreement between Centene Corporation and Michael F. Neidorff](http://www.sec.gov/Archives/edgar/data/1071739/000107173912000061/amendmentno3mfnagreement.htm) | | | | | | | | | | | | 10-Q | | | | | | October 23, 2012 | | | | | | 10.2 | | |

| 10.8d | | | * | | | [Amendment No. 4 [removed: to] [added: of] Executive Employment Agreement between Centene Corporation and Michael F. Neidorff](http://www.sec.gov/Archives/edgar/data/1071739/000107173913000078/exhibit101.htm) | | | | | | | | | | | | 8-K | | | | | | May 16, 2013 | | | | | | 10.1 | | |

| 10.8e | | | * | | | [Amendment No. 5 [removed: to] [added: of] Executive Employment Agreement between Centene Corporation and Michael F. Neidorff](http://www.sec.gov/Archives/edgar/data/1071739/000107173916000319/exhibit101.htm) | | | | | | | | | | | | 8-K | | | | | | December 14, 2016 | | | | | | 10.1 | | |

| 10.8f | | | * | | | [Amendment No. 6 [removed: to] [added: of] Executive Employment Agreement between Centene Corporation and Michael F. Neidorff](http://www.sec.gov/Archives/edgar/data/1071739/000107173919000017/exhibit10120190204.htm) | | | | | | | | | | | | 8-K | | | | | | February 4, 2019 | | | | | | 10.1 | | |

| 10.8g | | | * | | | [Amendment No 7. [removed: to] [added: of] Executive Employment Agreement between Centene Corporation and Michael F. Neidorff](https://www.sec.gov/Archives/edgar/data/1071739/000107173922000071/a2021123110-kexhibit108g.htm) | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: February 22, 2022] | | | | | | [added: 10.8g] | | |

| 10.8h | | | * | | | [Amendment No.8 [removed: to] [added: of] Executive Employment Agreement between Centene Corporation and Michael F. Neidorff](https://www.sec.gov/Archives/edgar/data/1071739/000107173922000071/a2021123110-kexhibit108h.htm) | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: February 22, 2022] | | | | | | [added: 10.8h] | | |

| 10.9a | | | * | | | [Amendment No. 1 [removed: to] [added: of] Form of Executive Severance and Change in Control Agreement](http://www.sec.gov/Archives/edgar/data/1071739/000107173912000061/amendmentno1executiveagree.htm) | | | | | | | | | | | | 10-Q | | | | | | October 23, 2012 | | | | | | 10.3 | | |

| 10.9b | | | * | | | [Amendment No. 2 [removed: to] [added: of] Form of Executive Severance and Change in Control Agreement](http://www.sec.gov/Archives/edgar/data/1071739/000107173915000051/exhibit101.htm) | | | | | | | | | | | | 10-Q | | | | | | April 28, 2015 | | | | | | 10.1 | | |

| 10.12 | | | [added: *] | | | [Form of Non-statutory Stock Option Agreement (Employees) #3](https://www.sec.gov/Archives/edgar/data/1071739/000107173922000071/a2021123110-kexhibit1012.htm) | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: February 22, 2022] | | | | | | [added: 10.12] | | |

| 10.13 | | | * | | | [Form of Non-statutory Stock Option Agreement [removed: (Directors)](http://www.sec.gov/Archives/edgar/data/1071739/000107173909000007/exhibit1018.htm)] [added: (Directors)](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit1013.htm)] | | | | | | [added: X] | | | | | | [removed: 10-K] | | | | | | [removed: February 23, 2009] | | | | | | [removed: 10.18] | | |

| 10.15 | | | * | | | [Form of Restricted Stock Unit Agreement [removed: #1](http://www.sec.gov/Archives/edgar/data/1071739/000107173917000018/exhibit1020.htm)] [added: #1](https://www.sec.gov/Archives/edgar/data/1071739/000107173917000018/exhibit1020.htm)] | | | | | | | | | | | | 10-K | | | | | | February 21, 2017 | | | | | | 10.20 | | |

| 10.16 | | | * | | | [Form of Restricted Stock Unit Agreement [removed: #2 (under the 2012 Stock Incentive Plan, As Amended)](https://www.sec.gov/Archives/edgar/data/1071739/000107173920000281/a20201215-exhibit101.htm)] [added: #2](https://www.sec.gov/Archives/edgar/data/1071739/000107173920000281/a20201215-exhibit101.htm)] | | | | | | | | | | | | 8-K | | | | | | December 21, 2020 | | | | | | 10.1 | | |

| 10.18 | | | * | | | [Form of Performance Based Restricted Stock Unit Agreement [removed: #2 (under the 2012 Stock Incentive Plan, As Amended)](https://www.sec.gov/Archives/edgar/data/1071739/000107173920000281/a20201215-exhibit102.htm)] [added: #2](https://www.sec.gov/Archives/edgar/data/1071739/000107173920000281/a20201215-exhibit102.htm)] | | | | | | | | | | | | 8-K | | | | | | December 21, 2020 | | | | | | 10.2 | | |

| 10.19 | | | * | | | [Form of Long-Term Incentive Plan [removed: Agreement #1](http://www.sec.gov/Archives/edgar/data/1071739/000107173917000018/exhibit1025.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1071739/000107173920000281/a20201215-exhibit103.htm)] | | | | | | | | | | | | [removed: 10-K] [added: 8-K] | | | | | | [removed: February] [added: December] 21, [removed: 2017] [added: 2020] | | | | | | [removed: 10.25] [added: 10.3] | | |

| 10.24 | | | * | | | [Executive Employment Agreement between Centene Corporation and Kenneth [removed: Burdick,] [added: Fasola,] dated [removed: May 30, 2019](https://www.sec.gov/Archives/edgar/data/1071739/000107173921000039/a2020123110-kexhibit1024.htm)] [added: February 20, 2023](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit1024.htm)] | | | | | | [added: X] | | | | | | [removed: 10-K] | | | | | | [removed: February 22, 2021] | | | | | | [removed: 10.24] | | |

| [removed: 10.25] [added: 10.27] | | | * | | | [Transition Services Agreement between Centene Corporation and Kenneth Burdick, dated February 21, 2020](https://www.sec.gov/Archives/edgar/data/1071739/000107173921000039/a2020123110-kexhibit1025.htm) | | | | | | | | | | | | 10-K | | | | | | February 22, 2021 | | | | | | 10.25 | | |

| [removed: 10.26] [added: 10.28] | | | * | | | [removed: [Consulting Services] [added: [Transition] Agreement between Centene Corporation and [removed: Kenneth Burdick,] [added: Jesse Hunter,] dated [removed: January 23, 2021](https://www.sec.gov/Archives/edgar/data/1071739/000107173921000039/a2020123110-kexhibit1026.htm)] [added: October 26, 2021](https://www.sec.gov/Archives/edgar/data/1071739/000107173922000071/a2021123110-kexhibit1030.htm)] | | | | | | | | | | | | 10-K | | | | | | February 22, [removed: 2021] [added: 2022] | | | | | | [removed: 10.26] [added: 10.30] | | |

| [removed: 10.27] [added: 10.20] | | | | | | [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](https://www.sec.gov/Archives/edgar/data/0001071739/000114036121028770/brhc10028154_ex1-1.htm) | | | | | | | | | | | | 8-K | | | | | | August 18, 2021 | | | | | | 1.1 | | |

| [removed: 10.28] [added: 10.23] | | | * | | | [removed: [Letter Agreement, dated May 4, 2021, by and] [added: [Executive Employment Agreement] between Centene Corporation and Andrew [removed: Asher](https://www.sec.gov/Archives/edgar/data/1071739/000107173921000183/a2021063010-qexhibit102.htm)] [added: Asher, dated April 28, 2022](https://www.sec.gov/Archives/edgar/data/1071739/000107173922000286/a2022063010-qexhibit103.htm)] | | | | | | | | | | | | 10-Q | | | | | | July [removed: 27, 2021] [added: 26, 2022] | | | | | | [removed: 10.2] [added: 10.3] | | |

| [removed: 10.30] [added: 10.21] | | | [removed: *] | | | [removed: [Transition] [added: [Cooperation] Agreement between Centene Corporation and [removed: Jesse Hunter,] [added: Politan Capital Management LP,] dated [removed: October 26, 2021](https://www.sec.gov/Archives/edgar/data/1071739/000107173922000071/a2021123110-kexhibit1030.htm)] [added: December 14, 2021](https://www.sec.gov/ix?doc=/Archives/edgar/data/1071739/000114036121041462/brhc10031842_8k.htm)] | | | | | | [removed: X] | | | | | | [added: 8-K] | | | | | | [added: December 14, 2021] | | | | | | [added: 10.1] | | |

| [removed: 10.32] [added: 10.26a] | | | [added: *] | | | [removed: [Cooperation] [added: [Amendment of Executive Employment] Agreement between Centene Corporation and [removed: Politan Capital Management LP,] [added: Brent Layton] dated December [removed: 14, 2021](https://www.sec.gov/ix?doc=/Archives/edgar/data/1071739/000114036121041462/brhc10031842_8k.htm)] [added: 13, 2022](https://www.sec.gov/Archives/edgar/data/1071739/000107173922000388/a20221214exhibit101.htm)] | | | | | | | | | | | | 8-K | | | | | | December 14, [removed: 2021] [added: 2022] | | | | | | 10.1 | | |

| 21 | | | | | | [List of [removed: subsidiaries](https://www.sec.gov/Archives/edgar/data/1071739/000107173922000071/a2021123110-kexhibit21.htm)] [added: subsidiaries](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit21.htm)] | | | | | | 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 [removed: Numbers 333-238050 and 333-209252)](https://www.sec.gov/Archives/edgar/data/1071739/000107173922000071/a2021123110-kexhibit23.htm)] [added: Number](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit23.htm) [333-238050](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit23.htm)[)](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit23.htm)] | | | | | | 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 [removed: Officer)](https://www.sec.gov/Archives/edgar/data/1071739/000107173922000071/a2021123110-kexhibit311.htm)] [added: Officer)](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit311.htm)] | | | | | | 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 [removed: Officer)](https://www.sec.gov/Archives/edgar/data/1071739/000107173922000071/a2021123110-kexhibit312.htm)] [added: Officer)](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit312.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | |

| 32.1 | | | | | | [Certification Pursuant to 18 U.S.C. Section 1350 (Chief Executive [removed: Officer)](https://www.sec.gov/Archives/edgar/data/1071739/000107173922000071/a2021123110-kexhibit321.htm)] [added: Officer)](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit321.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | |

| 32.2 | | | | | | [Certification Pursuant to 18 U.S.C. Section 1350 (Chief Financial [removed: Officer)](https://www.sec.gov/Archives/edgar/data/1071739/000107173922000071/a2021123110-kexhibit322.htm)] [added: Officer)](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit322.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | |

| 10.14 | | | * | | | [Form of Restricted Stock Agreement (Directors)](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit1014.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | |

| 10.22 | | | * | | | [Executive Employment Agreement between Centene Corporation and Sarah M. London, dated April 27, 2022](https://www.sec.gov/Archives/edgar/data/1071739/000107173922000286/a2022063010-qexhibit101.htm) | | | | | | | | | | | | 10-Q | | | | | | July 26, 2022 | | | | | | 10.1 | | |

| 10.22a | | | * | | | [Amendment of Executive Employment Agreement between Centene Corporation and Sarah M. London, dated February 20, 2023](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit1022a.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | |

| 10.23a | | | * | | | [Amendment of Executive Employment Agreement between Centene Corporation and Andrew Asher, dated February 20, 2023](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit1023a.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | |

| 10.25 | | | * | | | [Executive Employment Agreement between Centene Corporation and James E. Murray, dated February 20, 2023](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit1025.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | |

| 10.26 | | | * | | | [Executive Employment Agreement between Centene Corporation and Brent Layton, dated April 27, 2022](https://www.sec.gov/Archives/edgar/data/1071739/000107173922000286/a2022063010-qexhibit102.htm) | | | | | | | | | | | | 10-Q | | | | | | July 26, 2022 | | | | | | 10.2 | | |

| 10.29 | | | * | | | [Magellan Health, Inc. 2016 Management Incentive Plan, effective as of May 18, 2016](https://www.sec.gov/Archives/edgar/data/19411/000104746916012038/a2228053zdef14a.htm#dw15701_appendix_a) | | | | | | | | | | | | DEF14A1 | | | | | | April 8, 2016 | | | | | | A | | |

| 10.30 | | | * | | | [Magellan Health Services, Inc. 2011 Management Incentive Plan, effective as of May 18, 2011](https://www.sec.gov/Archives/edgar/data/19411/000104746911003422/a2203181zdef14a.htm#ga45701_appendix_a) | | | | | | | | | | | | DEF14A1 | | | | | | April 8, 2011 | | | | | | A | | |

| 10.31 | | | * | | | [Executive Officer Cash Severance Policy](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit1031.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | |

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| 10.14 | | | * | | | [Form of Incentive Stock Option Agreement](http://www.sec.gov/Archives/edgar/data/1071739/000107173908000034/exhibit106.htm) | | | | | | | | | | | | 10-Q | | | | | | October 28, 2008 | | | | | | 10.6 | | |

| 10.20 | | | * | | | [Form of Long-Term Incentive Plan Agreement #2 (under the 2007 Long-Term Incentive Plan, As Amended)](https://www.sec.gov/Archives/edgar/data/1071739/000107173920000281/a20201215-exhibit103.htm) | | | | | | | | | | | | 8-K | | | | | | December 21, 2020 | | | | | | 10.3 | | |

| 10.21 | | | * | | | [2019 Incentive Compensation Plan of WellCare Health Plans, Inc.](https://www.sec.gov/Archives/edgar/data/1279363/000119312519099917/d708001ddef14a.htm#tx708001_45) | | | | | | | | | | | | DEF14A1 | | | | | | April 8, 2019 | | | | | | A | | |