Item 15. Exhibits and Financial Statement Schedules

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Item 15. Exhibits and Financial Statement Schedules

(a)Financial Statements and Schedules

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

  1. Financial Statements:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2022 and 2021

Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020

Consolidated Statements of Comprehensive Earnings (Loss) for the years ended December 31, 2022, 2021 and 2020

Consolidated Statements of Stockholders' Equity for the years ended December 31, 2022, 2021 and 2020

Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020

Notes to Consolidated Financial Statements

  1. Financial Statement Schedules:

None.

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

EXHIBIT INDEX

INCORPORATED BY REFERENCE
EXHIBIT NUMBERDESCRIPTIONFILED WITH THIS FORM 10-KFORMFILING DATE WITH SECEXHIBIT NUMBER
2.1Agreement and Plan of Merger, dated as of March 26, 2019, by and among Centene Corporation, Wellington Merger Sub I, Inc., Wellington Merger Sub II, Inc., and WellCare Health Plans, Inc.8-KMarch 27, 20192.1
2.2+Agreement and Plan of Merger, dated as of January 4, 2021, by and among Centene Corporation, Mayflower Merger Sub, Inc. and Magellan Health, Inc.8-KJanuary 4, 20212.1
3.1Amended and Restated Certificate of Incorporation of Centene Corporation, dated September 27, 20228-KSeptember 30, 20223.1
3.2Amended and Restated By-laws of Centene Corporation, effective September 27, 20228-KSeptember 30, 20223.2
4.1Description of Securities of the CompanyX
4.2Indenture, dated as of December 6, 2019, by and between Centene Corporation, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the Company's 4.25% Senior Notes due 2027 (including the Form of Global Note attached thereto)8-KDecember 6, 20194.2
4.3Indenture, dated as of December 6, 2019, by and between Centene Corporation, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the Company's 4.625% Senior Notes due 2029 (including the Form of Global Note attached thereto)8-KDecember 6, 20194.3
4.4Indenture, dated as of February 13, 2020, by and between Centene Corporation, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the Company's 3.375% Senior Notes due 2030 (including the Form of Global Note attached thereto)8-KFebruary 13, 20204.1
4.5Base Indenture, dated as of October 7, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee8-KOctober 7, 20204.1
4.6First Supplemental Indenture, dated as of October 7, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee8-KOctober 7, 20204.2
4.7Second Supplemental Indenture, dated as of February 17, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee8-KFebruary 17, 20214.2
4.8Third Supplemental Indenture, dated as of July 1, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee8-KJuly 1, 20214.2
4.9Fourth Supplemental Indenture, dated as of August 12, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee8-KAugust 12, 20214.4
10.1*2002 Employee Stock Purchase Plan, As Amended and Restated10-QJuly 23, 201910.1
10.2*Amendment No.1 to the 2002 Employee Stock Purchase Plan, As Amended and RestatedS-8May 22, 20204.2
10.3*Centene Corporation 2012 Stock Incentive Plan, as amended8-KApril 30, 202110.1
10.4*Amended and Restated Non-Employee Directors Deferred Stock Compensation Plan10-QJuly 28, 201510.1
10.5*Amended and Restated Voluntary Nonqualified Deferred Compensation PlanX
10.6*Centene Corporation 2007 Long-Term Incentive Plan, as Amended10-KFebruary 22, 202110.6
10.7*Centene Corporation Short-Term Executive Compensation Plan10-KFebruary 22, 201110.12
10.8*Executive Employment Agreement between Centene Corporation and Michael F. Neidorff, dated November 8, 20048-KNovember 9, 200410.1
10.8a*Amendment No. 1 of Executive Employment Agreement between Centene Corporation and Michael F. Neidorff10-QOctober 28, 200810.2
10.8b*Amendment No. 2 of Executive Employment Agreement between Centene Corporation and Michael F. Neidorff10-QApril 28, 200910.2
10.8c*Amendment No. 3 of Executive Employment Agreement between Centene Corporation and Michael F. Neidorff10-QOctober 23, 201210.2
10.8d*Amendment No. 4 of Executive Employment Agreement between Centene Corporation and Michael F. Neidorff8-KMay 16, 201310.1
10.8e*Amendment No. 5 of Executive Employment Agreement between Centene Corporation and Michael F. Neidorff8-KDecember 14, 201610.1
10.8f*Amendment No. 6 of Executive Employment Agreement between Centene Corporation and Michael F. Neidorff8-KFebruary 4, 201910.1
10.8g*Amendment No 7. of Executive Employment Agreement between Centene Corporation and Michael F. Neidorff10-KFebruary 22, 202210.8g
10.8h*Amendment No.8 of Executive Employment Agreement between Centene Corporation and Michael F. Neidorff10-KFebruary 22, 202210.8h
10.9*Form of Executive Severance and Change in Control Agreement10-QOctober 28, 200810.3
10.9a*Amendment No. 1 of Form of Executive Severance and Change in Control Agreement10-QOctober 23, 201210.3
10.9b*Amendment No. 2 of Form of Executive Severance and Change in Control Agreement10-QApril 28, 201510.1
10.10*Form of Non-statutory Stock Option Agreement (Employees)10-QOctober 28, 200810.5
10.11*Form of Non-statutory Stock Option Agreement (Employees) #210-KFebruary 22, 202110.11
10.12*Form of Non-statutory Stock Option Agreement (Employees) #310-KFebruary 22, 202210.12
10.13*Form of Non-statutory Stock Option Agreement (Directors)X
10.14*Form of Restricted Stock Agreement (Directors)X
10.15*Form of Restricted Stock Unit Agreement #110-KFebruary 21, 201710.20
10.16*Form of Restricted Stock Unit Agreement #28-KDecember 21, 202010.1
10.17*Form of Performance Based Restricted Stock Unit Agreement #110-KFebruary 21, 201710.23
10.18*Form of Performance Based Restricted Stock Unit Agreement #28-KDecember 21, 202010.2
10.19*Form of Long-Term Incentive Plan Agreement8-KDecember 21, 202010.3
10.20Fourth 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 thereto8-KAugust 18, 20211.1
10.21Cooperation Agreement between Centene Corporation and Politan Capital Management LP, dated December 14, 20218-KDecember 14, 202110.1
10.22*Executive Employment Agreement between Centene Corporation and Sarah M. London, dated April 27, 202210-QJuly 26, 202210.1
10.22a*Amendment of Executive Employment Agreement between Centene Corporation and Sarah M. London, dated February 20, 2023X
10.23*Executive Employment Agreement between Centene Corporation and Andrew Asher, dated April 28, 202210-QJuly 26, 202210.3
10.23a*Amendment of Executive Employment Agreement between Centene Corporation and Andrew Asher, dated February 20, 2023X
10.24*Executive Employment Agreement between Centene Corporation and Kenneth Fasola, dated February 20, 2023X
10.25*Executive Employment Agreement between Centene Corporation and James E. Murray, dated February 20, 2023X
10.26*Executive Employment Agreement between Centene Corporation and Brent Layton, dated April 27, 202210-QJuly 26, 202210.2
10.26a*Amendment of Executive Employment Agreement between Centene Corporation and Brent Layton dated December 13, 20228-KDecember 14, 202210.1
10.27*Transition Services Agreement between Centene Corporation and Kenneth Burdick, dated February 21, 202010-KFebruary 22, 202110.25
10.28*Transition Agreement between Centene Corporation and Jesse Hunter, dated October 26, 202110-KFebruary 22, 202210.30
10.29*Magellan Health, Inc. 2016 Management Incentive Plan, effective as of May 18, 2016DEF14A1April 8, 2016A
10.30*Magellan Health Services, Inc. 2011 Management Incentive Plan, effective as of May 18, 2011DEF14A1April 8, 2011A
10.31*Executive Officer Cash Severance PolicyX
21List of subsidiariesX
23Consent of Independent Registered Public Accounting Firm incorporated by reference in each prospectus constituting part of the Registration Statements on Form S-8 (File Numbers 333-261993, 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 Number 333-238050)X
31.1Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer)X
31.2Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer)X
32.1Certification Pursuant to 18 U.S.C. Section 1350 (Chief Executive Officer)X
32.2Certification Pursuant to 18 U.S.C. Section 1350 (Chief Financial Officer)X
101The following materials from the Centene Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2022, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Earnings (Loss), (iv) the Consolidated Statements of Stockholders' Equity, (v) the Consolidated Statements of Cash Flows and (vi) related notes.X
104Cover Page Interactive Data File (embedded within the Inline XBRL document)X
1 SEC File No. 001-06639 + Schedules (as similar attachments) have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. * Indicates a management contract or compensatory plan or arrangement.

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