Centene (CNC) 10-K risk factor changes: FY2023 vs FY2022

The trading price of our common stock could [removed: decline] [added: decline, and our results of operations, financial condition and cash flows could be materially adversely affected] due to any of these risks, in which case you could lose all or part of your investment.

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

Our profitability depends to a significant degree on our ability to [added: accurately] 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, [added: medical claim submission patterns,] hospital and pharmaceutical costs, [added: including new high-cost specialty drugs,] unexpected events, such as [added: natural] disasters, the effects of climate change, [added: acts of war or aggression, geopolitical instability,] major epidemics, [removed: pandemics,] [added: pandemics and their resurgence,] or newly emergent [removed: diseases (such as COVID-19),] [added: diseases,] new medical technologies, [removed: new pharmaceutical compounds,] increases in provider [removed: fraud,] [added: fraud] and other external factors, including general economic conditions such as [added: interest rates,] 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.

Our development of the medical claims liability estimate is a continuous process [removed: which] [added: that] we monitor and refine on a monthly basis as claims receipts and payment information as well as inpatient acuity information becomes available.

Given the [added: extensive judgment and] uncertainties inherent in such estimates, there can be no assurance that our medical claims liability estimate will be [removed: adequate,] [added: accurate,] and any adjustments to the estimate may unfavorably impact our results of operations and [added: financial condition and] may be material.

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

In addition, if there is a significant delay in our receipt of premiums, our business operations, cash [removed: flows,] [added: flows] or earnings could be negatively impacted.

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

Despite our operational efforts to improve our Star ratings, there can be no assurances that we will be successful in [added: maintaining or] improving our Star ratings in future years.

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

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.

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

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 [added: or anticipate demand for] products [removed: offered] [added: offered, anticipate changes to the competitive landscape] or any reduction in products offered for Medicare Advantage and in the Health Insurance Marketplace may have a material adverse effect on our results of operations, financial [removed: condition,] [added: condition] and cash flows.

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 [removed: subject to a high degree of estimation and variability and are] affected by our members' acuity relative to the membership acuity of other [removed: insurers.][added: insurers and are subject to a high degree of estimation and variability, including estimation of the ultimate level of program funding based on the financial performance of other participants.]

Further, changes in the competitive 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 [removed: individuals] [added: individuals, brokers] and competitors to participate in such products may make pricing difficult to predict.

For example, competitors may introduce pricing, [removed: or] broker incentives [added: or broker distribution channels] that we may not be able to match, which may adversely affect our ability to compete effectively.

Competitors may also choose to exit the market altogether or otherwise suffer financial difficulty, which could adversely impact the pool of potential insured, [added: affect collectability of risk adjustment payable] or require us to increase premium rates.

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

The results of our bids could have a material adverse effect on 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: 2023] [added: 2024] PDP bids resulted in [removed: 34] [added: 30] of the 34 CMS regions in which we were below the [removed: benchmarks,] [added: benchmarks and 4 regions in which we were within the de minimis range, largely] consistent with our [removed: 2022] [added: 2023] PDP bids.

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

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

We have expended and may continue to expend additional effort and incur significant additional costs to collect or correct inaccurate or incomplete encounter data [added: from our existing health plans] and [added: any health plans we may acquire in the future and] have been and continue to be, exposed to operating sanctions and financial fines and penalties for noncompliance.

As states increase their reliance on encounter data, these difficulties could adversely affect the premium rates we receive and how membership is assigned to us and subject us to financial penalties, which could have a material adverse effect on our results of operations, financial [removed: condition,] [added: condition] cash flows and our ability to bid for, and continue to participate in, certain programs.

We provide these and other healthcare services under contracts with government entities in the [added: geographic] areas in which we operate.

Initial bids for these contracts and initial implementation of these contracts can have substantial [removed: start up costs,] [added: start-up costs] and may ultimately be unsuccessful.

For example, [removed: in order] [added: prior] to [removed: obtain] [added: obtaining] a certificate of authority in most jurisdictions, we must [removed: first] establish a provider [removed: network,] [added: network and] have systems in [removed: place, and demonstrate our ability] [added: place] to administer a state contract and process claims.

Further, our government contracts contain certain provisions regarding [added: readiness review,] eligibility, enrollment and dis-enrollment processes for covered services, eligible providers, periodic financial and informational reporting, [added: financial standards,] quality assurance, timeliness of claims payment, compliance with contract terms and [removed: law,] [added: law] and [added: our] agreement to maintain a Medicare plan in the [removed: state and financial standards,] [added: state,] among other things, and are subject to cancellation if we fail to perform in accordance with the standards set by regulatory agencies.

We are also subject to various reviews, [removed: audits,] [added: audits] and 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 non-compliance with our government [removed: contracts,] [added: contracts or with applicable laws and regulations,] adverse review, [removed: audit,] [added: audit] or 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 [added: or suspension] of one or more of our licenses; lowered quality Star ratings; harm to our reputation; or required changes to the way we do business.

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) [added: claims] seeking payment for services already reimbursed, (ii) [removed: not accurately disclosing] [added: claims alleging the failure] to [added: accurately disclose] the true cost of the PBM services and (iii) [removed: inflating] [added: claims alleging inflation of] dispensing fees for prescription drugs.

For additional information, see Note [removed: 18.][added: 17.]

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

Additional claims, [removed: reviews,] [added: reviews] or investigations 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 [removed: financial condition,] results of operations, [added: financial condition] or cash flows may be materially [added: adversely] affected.

[removed: We] [added: In addition, we] contract with independent third-party [removed: vendors] [added: vendors, brokers] and service providers who provide services to us and our subsidiaries or to whom we delegate selected functions.

Assumptions and estimates are utilized in establishing premium deficiency reserves.

For example, we have established a premium deficiency reserve in connection with the 2024 Medicare Advantage business as of December 31, 2023.

If our assumptions are inaccurate, we may be required to increase our premium deficiency reserves which could have a material adverse effect on our results of operations and financial condition.

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As of October 2023, approximately 87% of membership was associated with contracts rated 3.0 stars or better.

Our quality improvement goal is to move 85% of our members into contracts with 3.5 stars or better for rating year 2026 (anticipated to be published in October 2025), which may not be achieved.

Additionally, although we expect to have a higher percentage of D-SNP members than most of our competitors, we may be unsuccessful in advocating for adjustments in the Star score rating system or other risk adjustment criteria to reflect the socio-economic barriers to health for this population.

For example, two of our Medicare Advantage contracts have received notice of termination for plan year 2025 and other Medicare Advantage contracts have received Star scores of below 3.0 stars for two consecutive years and accordingly could be terminated for plan year 2026 if their Star scores do not improve.

The attractiveness of our Medicare Advantage plans may be reduced if we are unable to maintain or improve these ratings, or if there are changes to the ratings system that make achieving and maintaining ratings of 3.0 stars or higher more difficult.

CMS establishes annually different pricing components of the Medicare Advantage program that may not adequately reflect changes in the underlying health care costs, and which may reduce the profitability or desirability of various Medicare Advantage plans.

For calendar year 2024, CMS estimates that the risk model revisions together with the impact of normalization will reduce payments by 2.16%.

As a result of these changes, and our 2024 Medicare Advantage bid design and membership projections, we have established a premium deficiency reserve in connection with the 2024 Medicare Advantage business as of December 31, 2023.

In addition, CMS' new risk model may not account for the full severity of several chronic conditions, which could also disproportionately affect the dual eligible population who are more medically complex and face additional socio-economic barriers to health compared to others.

As a result of these changes and potential future changes to Medicare Advantage pricing components, we may not be able to design products that will be profitable, attractive or competitive for this population.

In addition, proposed CMS regulations may require beneficiaries dually enrolled in Medicare and Medicaid to receive integrated care through Medicare Advantage D-SNPs, which may restrict our product offerings in some geographic service areas.

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In the Health Insurance Marketplace, we may be adversely impacted if we have not accurately predicted the health needs of our members, including due to individuals exiting the market causing the morbidity of the risk pool to rise without a proportionate change to risk adjustment.

In addition, we may be unable to accurately predict demand for both our Health Insurance Marketplace and Medicare Advantage products, as demand depends on factors outside of our control such as the competitiveness of our bids, the broker distribution channels and the entry and exit of other competitors in the markets.

If we experience higher demand for our products than anticipated, we may not have adequate staffing to be able to adequately meet service level requirements in our call centers, which could negatively impact our quality scores, our relationships with our members and providers, as well as our regulators.

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For example, as part of the normal course of business, several of our Medicaid contracts are up for reprocurement in 2024 (for contracts largely commencing in 2025), including but not limited to Florida, Georgia, a portion of our business in Texas and Michigan.

Competitors may be more aggressive in the descriptions of their capabilities and the assumptions utilized in their bids.

For example, as a result of a Medicaid reprocurement process in California, in January 2024 our subsidiary, Health Net of California, began subcontracting a portion of its Medicaid membership in Los Angeles, which reduced our membership, compared to December 2023.

As of January 1, 2024, we experienced an increase of 1.7 million PDP members compared to December 2023, due to our 2024 bid positioning.

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The Inflation Reduction Act (IRA) is expected to substantially increase PDP's risk exposure in 2025.

Under IRA, PDP plan costs will increase significantly due to a reduction in members cost share (close of coverage gap, and the $2,000 cap on member out of pocket expenses) and a decrease in federal reinsurance (from 80% to 20%, while a greater portion of the plan drug costs will fall into the catastrophic phase).

In the meantime, Part D risk sharing program thresholds would be applied to the increased Part D plan costs, so the plan cost at risk will be much greater before any risk sharing kicks in.

These changes may lead to heightened underwriting risks and increased market volatility and uncertainty for 2025 bids, which could materially reduce our revenue and profit.

Increases in our pharmaceutical costs could have a material adverse effect on the level of our medical costs and our results of operations.

Introduction of new high-cost specialty drugs and sudden cost spikes for existing drugs increase the risk that the pharmacy cost assumptions used to develop our capitation rates are not adequate to cover the actual pharmacy costs, which jeopardizes the overall actuarial soundness of our rates.

Bearing the high costs of new specialty drugs or the high-cost inflation of drugs without an appropriate rate adjustment or other reimbursement mechanism could have an adverse impact on our financial condition and results of operations.

In addition, evolving regulations and state and federal mandates regarding coverage may impact the ability of our health plans to continue to receive existing price discounts on pharmaceutical products for our members.

Other factors affecting our pharmaceutical costs include, but are not limited to, geographic variation in utilization of new and existing pharmaceuticals, changes in discounts, civil investigations and litigation.

Although we will continue to work with state Medicaid agencies in an effort to ensure that we receive appropriate and actuarially sound reimbursement for all new drug therapies and pharmaceuticals trends, there can be no assurance that we will be successful in that regard.

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Additionally, we rely on the accuracy of eligibility lists provided by state governments and their vendors.

Inaccuracies in those lists would negatively affect our results of operations.

Premium payments to our health plans are based upon eligibility lists produced by state governments and their vendors.

From time to time, states require us to reimburse them for premiums paid to us based on an eligibility list that a state later discovers contains individuals who are not in fact eligible for a government sponsored program or are eligible for a different premium category or a different program.

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.

In the Health Insurance Marketplace, we may be adversely 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.

Competitors may buy their way into the market by submitting bids with lower pricing.

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.

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

Public health pandemics or widespread outbreaks of contagious diseases, such as COVID-19, could materially adversely impact our business.

Our business has been affected by the spread of COVID-19, and the extent to which COVID-19 continues to impact our business will depend on future developments, which are highly uncertain and cannot be predicted with confidence.

Factors that may determine the severity of the impact include the duration and scale of the outbreak, new information which may emerge concerning the severity of COVID-19 (including new strains 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.

In addition, increased utilization patterns (including deferred demand) have had, and may continue to have, an impact on our business as members' pattern of seeking healthcare fluctuates.

Additionally, the spread of COVID-19 has previously caused disruption and volatility in the global capital markets, and future disruptions could adversely impact our access to capital.

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

Execution of our value creation strategy may create disruptions in our business.

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.

If we are unable to effectively execute our value creation strategy, our future growth may suffer, and our results of operations could be harmed.

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).

HNL expects to vigorously defend its claims payment practices.

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 example, we currently expect Medicaid eligibility redeterminations, which have been suspended as a result of COVID-19, to begin on April 1, 2023, which we expect to significantly reduce our membership in our Medicaid programs.

The Coronavirus Aid, Relief, and Economic Security Act of 2020 temporarily suspended the Medicare sequestration for the period of May 1, 2020 through December 31, 2020, while also extending the mandatory sequestration policy by an additional one year, through 2030.

The Bipartisan-Bicameral Omnibus COVID Relief Deal passed in December 2020 further extended the suspension of the Medicare sequestration until March 31, 2021, and the Protecting Medicare and American Farmers from Sequester Cuts Act passed in December 2021 extended the sequester through March 31, 2022 and adjusted the sequester to 1% for the period between April 1, 2022 and June 30, 2022.

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.

There have been significant efforts from the previous administration to repeal or amend certain provisions of the ACA through changes in regulations.

Such initiatives included repeal of the individual mandate effective in 2019, as well as easing the regulatory restrictions placed on short-term health plans and association health plans (AHPs), which plans often provide fewer benefits than the traditional ACA insurance benefits.

The constitutionality of the ACA itself continues to face judicial challenge.

The ultimate content, timing or effect of any potential future legislation or litigation and the outcome of other lawsuits cannot be predicted and may be delayed as a result of court closures and reduced court dockets as a result of the COVID-19 pandemic.

In contrast to previous executive and legislative efforts to restrict or limit certain provisions of the ACA, the American Rescue Act, enacted on March 11, 2021, contained provisions aimed at leveraging Medicaid and the Health Insurance Marketplace to expand health insurance coverage and affordability to consumers.

The American Rescue Act 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 American Rescue Act enhanced eligibility for the advance premium tax credit for certain enrollees in the Health Insurance Marketplace.

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

Phasing out of LIBOR may increase our interest expense or affect the value of the financial obligations to be held or issued by us that are linked to LIBOR, which may adversely affect our financial condition.

As of December 31, 2022, borrowings under our Company Credit Facility bear interest based upon various reference rates, including LIBOR.

LIBOR is expected to transition to Secured Overnight Financing Rate (SOFR), a new index calculated by short-term repurchase agreements backed by treasury securities, on or about June 30, 2023.

We believe that our credit agreement allows SOFR to be used as the new reference rate upon LIBOR's discontinuance.

However, our interest expense could increase and our available cash flow for general corporate requirements may be adversely affected.

Additionally, the phase-out of LIBOR may cause disruption in the overall financial markets and other reforms could have an adverse impact on the market for, or value of, any LIBOR-linked securities, loans, and other financial obligations or extensions of credit held by or due to us or on our overall financial condition or results of operations.

The following discussion and analysis does not include certain items related to the year ended December 31, [removed: 2020,] [added: 2021,] including year-to-year comparisons between the year ended December 31, [removed: 2021] [added: 2022] and the year ended December 31, [removed: 2020.][added: 2021.]

For a comparison of our results of operations for the fiscal years ended December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] filed with the SEC on February [removed: 22, 2022.*][added: 21, 2023.*]

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

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

As of December 31, [removed: 2022,] [added: 2023,] we were the largest Medicaid health insurer in the country, serving [removed: 16] [added: more than 14] million Medicaid recipients in [removed: 29] [added: 30] states.

During [removed: 2022,] [added: the twelve months ended December 31, 2023,] we completed the following key milestones in our Value Creation Plan:

[removed: - Initiated a] [added: During the year ended December 31, 2022, we recorded total impairment charges of $2.3 billion primarily driven by $1.6 billion related to the] reduction of our real estate footprint [removed: following a strategic review] [added: consisting] of [removed: our real estate portfolio resulting in a $1.6 billion impairment related to] leased and owned real estate [added: assets] and related fixed assets.

[removed: Common] [added: - Completed $1.6 billion of common] stock [removed: and debt] repurchases [added: through our stock repurchase program, which] were funded [removed: primarily] through [added: divestiture] proceeds [removed: from divestitures] and free cash flow generated from operations.

[added: -] In [removed: addition, in] January 2023, we completed the divestitures of Magellan Specialty Health, [removed: Centurion,] [added: Centurion] and HealthSmart.

In [removed: early] [added: the first quarter of] 2023, and in conjunction with our updated strategic plan, executive leadership realignment, and corresponding 2023 divestitures, we [removed: have] revised the way we manage the business, evaluate [removed: performance,] [added: 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 [removed: will begin] [added: began] reporting under this new segment structure in 2023.

[removed: We completed the divestiture of PANTHERx in] [added: In] July [removed: 2022] [added: 2022, we divested PANTHERx Rare (PANTHERx)] for $1.4 billion and recognized a gain of $490 million, or $382 million after-tax.

[removed: Additionally, as part of our review of strategic alternatives for our international portfolio, in] [added: In] November [removed: 2022] [added: 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.

The above-noted [removed: acquisitions and] divestitures are [removed: significant] drivers of the year-over-year variances discussed throughout this section.

[removed: In January 2023, we completed] [added: - Completed] the divestitures of Magellan Specialty Health, Centurion, [removed: our prison healthcare business, and] HealthSmart, our [removed: third party health plan administration business.][added: majority stake in Apixio and Operose Health.]

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

In contrast to previous executive and legislative efforts to restrict or limit certain provisions of the Affordable Care Act (ACA), [added: legislation and regulations at] the [removed: American Rescue Plan Act (ARPA), enacted in March 2021,] [added: federal level over the last few years have] contained provisions aimed at leveraging Medicaid and the Health Insurance Marketplace to expand health insurance coverage and affordability to consumers.

The [removed: ARPA] [added: American Rescue Plan Act (ARPA), enacted in March 2021,] initially enhanced eligibility for the [removed: 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.

The COVID-19 pandemic has impacted and [removed: may continue] [added: continues] to affect our [removed: business.][added: business as it relates to Medicaid eligibility changes and vaccines and treatments.]

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 [removed: PHE.][added: public health emergency (PHE).]

As a result, since the onset of the [removed: PHE,] [added: PHE through March 2023,] our Medicaid membership [removed: has] increased by [removed: 3.2] [added: 3.6] million members (excluding [removed: the] new [added: states] North Carolina and [removed: Missouri membership).][added: Delaware and various state product expansions or managed care organization changes).]

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, [added: some] states [removed: can begin] [added: began] Medicaid disenrollments on April 1, 2023.

Our Ambetter Health product covers the majority of our Medicaid states, and we believe we are among the best positioned in the healthcare market to [removed: capture] [added: enroll] those transitioning coverage through redeterminations.

Although Medicaid continuous coverage requirements were decoupled from the PHE, we are working to [removed: prepare for other] [added: address] provisions [removed: still] [added: that were] tied to the end of the PHE [added: which expired on May 11, 2023,] including COVID costs [added: related to vaccines] and [added: treatments,] coverage [removed: requirements,] [added: requirements and] various other payment [removed: structures, and electronic prescribing of controlled substances.][added: structures.]

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 cost-effective services to our government [removed: sponsors] [added: partners] and our members.

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

Our financial performance for [removed: 2022] [added: 2023] is summarized as follows:

- Year-end membership of [removed: 27.1] [added: 27.5] million, an increase of [removed: 1.2 million] [added: 413 thousand] members, or [removed: 5%] [added: 2%] over [removed: 2021.][added: 2022.]

- Total revenues of [removed: $144.5] [added: $154.0] billion, representing [removed: 15%] [added: 7%] growth year-over-year.

- Premium and service revenues of [removed: $135.5] [added: $140.1] billion, representing [removed: 15%] [added: 3%] growth year-over-year.

- HBR of 87.7% for [removed: 2022,] [added: 2023,] compared to [removed: 87.8%] [added: 87.7%] for [removed: 2021.][added: 2022.]

- SG&A expense ratio of [removed: 8.6%] [added: 9.0%] for [removed: 2022,] [added: 2023,] compared to [removed: 8.1%] [added: 8.6%] for [removed: 2021.][added: 2022.]

- Adjusted SG&A expense ratio of [removed: 8.4%] [added: 8.9%] for [removed: 2022,] [added: 2023,] compared to [removed: 7.9%] [added: 8.4%] for [removed: 2021.][added: 2022.]

- Diluted earnings per share (EPS) of [removed: $2.07] [added: $4.95] for [removed: 2022,] [added: 2023,] compared to [removed: $2.28] [added: $2.07] for [removed: 2021.][added: 2022.]

- Adjusted diluted EPS of [removed: $5.78] [added: $6.68] for [removed: 2022,] [added: 2023,] compared to [removed: $5.15] [added: $5.78] for [removed: 2021.][added: 2022, representing over 15% growth year-over-year.]

- Operating cash flows of [removed: $6.3] [added: $8.1] billion, or [removed: 5.2] [added: 3.0] times net [added: earnings and 2.2 times adjusted net] earnings, for [removed: 2022.][added: 2023.]

| | | | [removed: 2022] | | | [added: 2023] | | | [removed: 2021] | | | [added: 2022] | | | [added: | | | 2021 | | |]

| GAAP diluted EPS attributable to Centene | | | $ | [removed: 2.07] [added: 4.95] | | | | | $ | [removed: 2.28] [added: 2.07] | | | | |

We are a leading provider of government-sponsored healthcare.

We provide access to quality healthcare for nearly 1 in 15 individuals nationwide through government-sponsored programs, including Medicaid, Medicare and the Health Insurance Marketplace.

Our focus is on improving health and health care for low-income, complex populations.

Our uniquely local approach – with local brands and local teams who live in, care about and directly influence the communities they serve – is a key differentiator in our ability to provide access to quality care to our members.

Centene treats the whole person, an approach that is delivered locally but backed by the scale of Centene's expertise, data and resources.

Through this approach and our commitment to sustainable partnerships, we work with local community organizations to realize our mission of transforming the health of the communities we serve, one person at a time.

We were the largest Marketplace carrier, serving 3.9 million members across 28 states, served 1.3 million Medicare Advantage members across 36 states and 4.6 million Medicare Prescription Drug Plan (PDP) members in 50 states and the District of Columbia.

Prior year information has been adjusted to reflect the change in segment reporting.

In December 2023, we completed the divestiture of Operose Health Group (Operose Health) and recognized an impairment of $140 million, or $128 million after-tax.

In August 2023, we signed a definitive agreement to sell Circle Health Group (Circle Health), which resulted in an impairment of $292 million, or $258 million after-tax, in 2023.

The divestiture was completed in January 2024.

In June 2023, we completed the divestiture of our majority stake in Apixio and recognized a gain of $93 million, or $67 million after-tax.

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In January 2023, we sold Magellan Specialty Health for $646 million in cash and stock, including an estimated working capital adjustment, and recognized a gain of $79 million, or $63 million after-tax.

In January 2023, we also completed the divestitures of Centurion and HealthSmart and recorded impairments of $259 million ($181 million after-tax) and $36 million ($27 million after-tax), respectively, in 2022.

During 2023, we recognized a gain of $15 million, or $10 million after-tax, on the divestiture of the Centurion business reflecting additional proceeds for contingent consideration, partially offset by net working capital adjustments.

During 2023, we recorded a reduction to the previously reported gain on the divestiture of $22 million, or $10 million after-tax, due to the finalization of working capital adjustments.

During 2023, we recognized an additional loss on sale of $13 million, or $10 million after-tax, related to the divestiture of our Spanish and Central European businesses.

Additionally, during the third quarter of 2023, we signed a definitive agreement to sell Circle Health.

The divestiture was completed in January 2024.

- Completed operating model changes initiated in 2022, including streamlining call center management and utilization management.

- Initiated standardization of our pharmacy operating model and completed an RFP for pharmacy benefits management (PBM) services.

Our new third-party PBM contract commenced in January 2024.

- Launched our next-gen clinical population health platform.

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In addition, proposed Centers for Medicare & Medicaid Services (CMS) regulations may require beneficiaries dually enrolled in Medicare and Medicaid to receive integrated care through Medicare Advantage Dual Eligible Special Needs Plans (D-SNPs), which may restrict our product offerings in some geographic service areas.

We believe we are positioned well given our overlapping Medicaid and Medicare Advantage footprints and are committed to navigating evolving regulations.

Per the Act and clarifying CMS guidance, redeterminations related to the PHE should conclude during the second quarter of 2024.

Redeterminations in certain states may move at a slower pace due to CMS compliance action to pause and/or complete corrective action prior to disenrolling beneficiaries.

Some states could see redeterminations extend past the second quarter of 2024 given CMS compliance actions.

We are actively engaged to help ensure individuals take the state agency requested action to confirm eligibility in their Medicaid coverage or find other appropriate coverage that is best for themselves and their families.

We also closely monitor state legislation across our markets and are advocating for and seeing adoption of coverage expansions for Medicaid adult populations (e.g., North Carolina), postpartum, foster care, children, among others, as well as mitigating adverse legislation addressing pharmacy, prior authorization and other issues.

With trends in the personalization of healthcare technology, we continue the use of data and analytics to optimize our business.

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2023 Highlights

We reference adjusted SG&A expense ratio defined as adjusted SG&A expenses, which excludes acquisition and divestiture related expenses and other items, divided by premium and service revenues.

We also reference effective tax rate on adjusted earnings, defined as GAAP income tax expense (benefit) excluding the income tax effects of adjustments to net earnings divided by adjusted earnings (loss) before income tax expense.

| | | | 2023 | | | | | | 2022 | | | | | |

(a) Circle Health impairment of $292 million, or $0.53 per share ($0.47 after-tax), Operose Health impairment of $140 million, or $0.26 per share ($0.24 after-tax), real estate impairments of $105 million, or $0.19 per share ($0.16 after-tax), gain on the sale of Apixio of $93 million, or $0.17 per share ($0.12 after-tax), severance costs due to a restructuring of $79 million, or $0.15 per share ($0.11 after-tax), gain on the sale of Magellan Specialty Health of $79 million, or $0.14 per share ($0.11 after-tax), a reduction to the previously reported gain on the sale of Magellan Rx of $22 million, or $0.04 per share ($0.02 after-tax), gain on the previously reported divestiture of Centurion of $15 million, or $0.03 per share ($0.02 after-tax) and an additional loss on the divestiture of our Spanish and Central European businesses of $13 million, or $0.02 per share ($0.01 after-tax).

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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 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.

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.

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

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.

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.

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

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.

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.

All pending redeterminations must be initiated within 12 months, by March 31, 2024, and be concluded by May 31, 2024.

We remain agile in working with our state partners and are prepared to support our members and promote continuity of coverage when redeterminations resume.

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

2022 Highlights

2021:

(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).

Under the General Plan, Home State Health continues to serve multiple MO HealthNet programs including Children's Health Insurance members and the state's newly implemented Medicaid expansion population, across all regions of Missouri.

Additionally, as the sole provider of the newly awarded Specialty Plan, Home State Health now serves approximately 52,100 foster children and children receiving adoption subsidy assistance.

- 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.

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

In addition, we also began operating under a new contract to provide Medicaid managed care services in three regions in North Carolina through our provider-led North Carolina joint venture, Carolina Complete Health.

- Beginning in 2020*,* the federal government issued a PHE which suspended Medicaid eligibility redeterminations.

The ongoing suspensions, which have been extended to April 2023, have driven increased membership.

- In 2022, we experienced strong Medicare membership growth as a result of the 2022 annual enrollment period.

We introduced WellCare into three new states, as well as expanded coverage to 327 new counties across existing states.

We now serve members in 36 states across the country in 1,575 counties.

We were negatively impacted by the decrease in the number of our Medicare members in a 4.0 star or above plan for the 2021 rating year (2022 revenue year).

During 2022, we served Marketplace members in 27 states across the country in 1,480 counties.

Additionally, we introduced three new Ambetter Health product offerings to address the growing needs of our members: Ambetter Value, Ambetter Select, and Ambetter Virtual Access.

As of December 31, [removed: 2022,] [added: 2023,] we had short-term investments of [removed: $2.3] [added: $2.4] billion and long-term investments of [removed: $15.9] [added: $17.7] billion, including restricted deposits of [removed: $1.2] [added: $1.4] billion.

The long-term investments consist of municipal, corporate and U.S. Treasury securities, 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: 2022,] [added: 2023,] the fair value of our fixed income investments would decrease by approximately [removed: $583] [added: $630] million.

[removed: The Company does] [added: We do] not hold or issue any derivative instruments for trading or speculative purposes.

Private equity investments include direct investments in private equity securities as well as private equity funds.

As of December 31, 2023, we had a foreign currency swap for a notional amount of $931 million with a creditworthy financial institution to manage foreign exchange risk related to the proceeds from the then-pending Circle Health divestiture.

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, 2023, the fair value of our swap would have decreased by approximately $9 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 foreign currency swap settled in January 2024 in conjunction with the closing of the Circle Health divestiture.

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[removed: Transforming] [added: Our mission is to transform] the health of the [removed: community,] [added: communities we serve,] one person at a time.

[removed: We provide] [added: Centene provides] access to high-quality healthcare, innovative [removed: programs,] [added: programs] and a wide range of health solutions that help families and individuals get well, stay [removed: well,] [added: well] and be well.

[removed: Our value creation efforts, initiated in mid-2021,] [added: We] are [removed: 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, [removed: growth,] [added: growth] and innovation.

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

For the year ended December 31, [removed: 2022,] [added: 2023,] our [removed: Managed Care] [added: Medicaid, Medicare, Commercial] and [removed: Specialty Services] [added: Other] segments accounted for [removed: 93%] [added: 66%, 14%, 16%] and [removed: 7%,] [added: 4%,] respectively, of our total external revenues.

Our membership totaled [removed: 27.1] [added: 27.5] million as of December 31, [removed: 2022.][added: 2023.]

For the year ended December 31, [removed: 2022,] [added: 2023,] our total revenues and net earnings attributable to Centene were [removed: $144.5] [added: $154.0] billion and [removed: $1.2] [added: $2.7] billion, respectively, and our total cash flow from operations was [removed: $6.3] [added: $8.1] billion.

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

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.

- The Aged, [removed: Blind,] [added: Blind] or Disabled (ABD) program covers low-income individuals with chronic physical disabilities or behavioral health impairments.

Historically, children have represented the largest [removed: eligibility group.][added: Medicaid eligible population.]

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.

According to the CMS, there were approximately [removed: 11.6] [added: 12.4] million dual-eligible enrollees in [removed: 2021.][added: 2022.]

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

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

CMS estimates the total Medicaid [removed: market] [added: program] will grow from [removed: $700] [added: $787] billion in [removed: 2021] [added: 2022] to [removed: $1.1] [added: $1.2] trillion by [removed: 2029.][added: 2031.]

Medicaid spending is estimated to have increased by [removed: 5.7%] [added: 4%] in [removed: 2022] [added: 2023] and is projected to increase at an average annual rate of [removed: 5.6%] [added: 5%] between [removed: 2021] [added: 2022] and [removed: 2030.][added: 2031.]

Based on these trends, we believe a significant market opportunity exists for managed care organizations (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.

We are the largest Medicaid health insurer in the country, serving [removed: 16] [added: more than 14] million Medicaid recipients in [removed: 29] [added: 30] states as of December 31, [removed: 2022.][added: 2023.]

Part B provides benefits for medically necessary services and supplies including outpatient care, physician [removed: services,] [added: services] and home health care.

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 [removed: status,] [added: status] and the health status of the member.

[removed: CMS] [added: The Congressional Budget Office] estimates the total Medicare market will grow from [removed: $865] [added: $973] billion in [removed: 2021] [added: 2022] to [removed: $1.5] [added: $2.1] trillion by [removed: 2029.][added: 2033.]

Medicare spending is estimated to have increased [removed: 7.5%] [added: 8%] in fiscal [removed: 2022] [added: 2023] and is projected to increase at an average annual rate of [removed: 7.2%] [added: 7%] between [removed: 2021] [added: 2022] and [removed: 2030.][added: 2033.]

As of December 31, [removed: 2022,] [added: 2023,] we served [removed: 1.5] [added: 1.3] million Medicare Advantage members across 36 states, primarily under the brand name [removed: WellCare,] [added: Wellcare,] with the highest concentration of lower-income, [removed: medically] complex members compared to our competitors.

[removed: Medicare] [added: *Medicare] Prescription Drug [removed: Plan][added: Plan*]

Additional subsidies are provided for [removed: dually-eligible] [added: dually eligible] beneficiaries and specified low-income beneficiaries.

We offer stand-alone PDPs in 50 states and the District of Columbia, serving [removed: 4.2] [added: 4.6] million members as of December 31, [removed: 2022.][added: 2023.]

The ACA created the Health Insurance Marketplace, which is a key component of the ACA and [removed: provide] [added: provides] an opportunity for individuals and families to obtain health insurance.

States choosing neither option default to [removed: a] [added: the] federally-facilitated Marketplace.

Access to the [added: federally-facilitated] Marketplace is limited to U.S. citizens and legal immigrants.

Premium [removed: subsidies, extended through 2025,] [added: subsidies] are provided to individuals and families without access to other coverage and with incomes above 100% of the federal poverty level to make coverage more affordable.

We also offer commercial [removed: healthcare] [added: health insurance] products to individuals through large and small employer groups.

These plans are offered generally through contracts with participating network physicians, [removed: hospitals,] [added: hospitals] and other providers.

We are the largest Marketplace carrier, serving [removed: 2.1] [added: 3.9] million members across [removed: 27] [added: 28] states as of December 31, [removed: 2022,] [added: 2023,] under the brand name Ambetter Health.

[removed: This] [added: Our local] approach [added: to delivering healthcare] enables us to [added: meet members and providers in the communities where they are to] facilitate member access to high-quality, culturally sensitive healthcare services.

The following are among the benefits we provide to our government partners, [removed: providers,] [added: providers] and members:

We continuously improve our claims processing strategies, expertise, [removed: configuration,] [added: configuration] and tools to achieve operational excellence, including timely payments to our providers.

*•Care management for complex populations.* Through our experience with Medicaid populations and long-time presence in states with experience in long-term care for children and adolescents in the foster care system, we have developed care management, service [removed: coordination,] [added: coordination] and crisis prevention/response programs that improve healthcare outcomes through decreasing preventable emergency department utilization and improving access to primary care and behavioral health intervention.

This experience has led to sole source [removed: and specialized] [added: foster care] contracts in Florida, Illinois, Missouri, [removed: Texas,] [added: Oklahoma, Texas] and Washington.

Centene is a leading provider of government-sponsored healthcare.

We provide access to quality healthcare for nearly 1 in 15 individuals nationwide through government-sponsored programs, including Medicaid, Medicare and the Health Insurance Marketplace.

Our focus is on improving health and health care for low-income, complex populations.

Our uniquely local approach – with local brands and local teams who live in, care about and directly influence the communities they serve – is a key differentiator in our ability to provide access to quality care to our members.

Centene treats the whole person, an approach that is delivered locally but backed by the scale of Centene's expertise, data and resources.

Through this approach and our commitment to sustainable partnerships, we work with local community organizations to realize our mission of transforming the health of the communities we serve, one person at a time.

During 2023, we operated in four segments: Medicaid, Medicare, Commercial and Other.

- Medicaid - includes the Temporary Assistance for Needy Families (TANF) program; Medicaid Expansion programs; the Aged, Blind or Disabled (ABD) program; the Children's Health Insurance Program (CHIP); Long-Term Services and Supports (LTSS); Foster Care; Medicare-Medicaid Plans (MMP), which cover beneficiaries who are dually eligible for Medicaid and Medicare; and other state-based programs.

- Medicare - includes Medicare Advantage, Medicare Supplement, Dual Eligible Special Needs Plans (D-SNPs) and Medicare Prescription Drug Plans (PDP), also known as Medicare Part D.

- Commercial - includes the Health Insurance Marketplace product along with individual, small group and large group commercial health insurance products.

- Other - includes our pharmacy operations, Envolve Benefit Options' vision and dental services, clinical healthcare, behavioral health, international operations and corporate management companies, among others.

Our international businesses, Operose Health Group (Operose Health) and Circle Health Group (Circle Health), were divested in December 2023 and January 2024, respectively.

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INDUSTRY AND OPERATIONS

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Our Medicaid contracts with each of the states of New York, Florida and California accounted for approximately 10% or more of our consolidated Medicaid premium revenues individually in the year ended December 31, 2023.

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.

Over 40% of Medicare spend in 2023 was in Medicare fee-for-service, representing a notable market opportunity to increase penetration of the Medicare Advantage products.

Revenues from CMS are significant to the segment.

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Temporary enhanced subsidies were made available by the American Rescue Plan Act (ARPA), which were further extended through 2025 pursuant to the Inflation Reduction Act.

Revenues from CMS are significant to the segment.

Other

Our Other segment includes:

*•Behavioral Health.* Magellan Health, Inc. (Magellan) supports innovative ways of accessing better health through technology, while remaining focused on the critical personal relationships that are necessary to achieve a healthy, vibrant life.

Magellan's customers include health plans and other MCOs, employers, labor unions, various military and state and federal governmental agencies and third-party administrators.

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*•Corporate Management Company.* Each of our health plans contracts with our wholly-owned corporate management company to provide certain functions required to manage the health plan including, but not limited to, salaries and wages for personnel, rent, utilities, population health management, provider contracting, compliance, member services, claims processing, information technology, cash management, finance and accounting and other services.

- *International Operations.* Circle Health is one of the U.K.'s largest independent hospital operators.

Operose Health represents one of the largest provider networks in the U.K. and delivers medical and community-based services in the primary care sector of the National Health Service, which is the publicly funded, national healthcare system for England.

Our international businesses, Operose Health and Circle Health, were divested in December 2023 and January 2024, respectively.

- *Power of Incumbency*.

Centene was founded as a Medicaid company and our business is built on Medicaid as the foundation, anchored around long-lasting, trusted relationships.

The years we have spent forging new paths, developing innovative solutions and addressing the evolving needs of our members has earned Centene an important seat at the table and a powerful voice to shape the conversation at the state and federal level.

We've deliberately increased our market density by expanding our reach to products beyond Medicaid and as a result, we are the largest Medicaid health insurer and Marketplace carrier in the country.

- *Local Where It Matters*.

Our programs and services are tailored to the unique individuals we serve and include a broad range of initiatives to address social drivers of health such as food insecurity, housing instability, unemployment and access to transportation, which contribute to health disparities among underserved communities.

With local leadership owning all three lines of business, we're able to translate local best practices from our Medicaid business into product development, distribution, network and pricing decisions we make for our Marketplace and Medicare businesses.

We know what our customers will value because we live and work alongside them every day.

- *Partnerships*.

Our Purpose

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

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

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

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

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.

During 2022, we operated in two segments: Managed Care and Specialty Services.

Our Managed Care segment provided health plan coverage to individuals through government subsidized and commercial programs.

Our Specialty Services segment included companies offering diversified healthcare services and products to our Managed Care segment and other external customers.

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.

INDUSTRY

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

- *Expertise in Government-Sponsored Programs.* For more than 35 years, we have developed a specialized services expertise that has helped us establish and maintain relationships with members, providers, and our government customers.

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.

Our product designs are tailored to the unique populations in each community and address community-specific challenges through outreach, education, transportation, and other member support activities.

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.

Our strong operating performance, size, and scale allow us to continue to invest in our businesses through technology, strategic acquisitions, and key resources that support our business and enable us to navigate the changing healthcare landscape.

- *Data-Driven Innovation.* Our rich, local data amassed over decades allows us to curate networks of community partners and community resources, identify low-cost, sustainable interventions tailored to our unique populations, and guide high-impact investments into the community.

We are investing in scalable innovation and transformation to harness our data.

In this way, our data will enable us to transform the health of our communities long-term and deliver value to both members and shareholders.

MANAGED CARE

*•Commitment to quality and improved health outcomes.* We have implemented programs to encourage effective and transparent collaboration between the member and their provider.

We provide access to services through local providers and staff that focus on the cultural norms of their individual communities.

To that end, systems and procedures have been designed to address community-specific challenges, including but not limited to, food insecurity, housing instability, employment, and access to transportation, which contribute to health disparities among underserved and vulnerable populations.

We remain focused on identifying and removing social barriers to health in the communities we serve.

A provider group's financial instability or failure to pay secondary providers for services rendered could lead secondary providers to demand payment from us, even though we have made our regular capitated payments to the provider group.

Depending on state law and the regulatory environment, it may be necessary for us to pay such claims.

Quality Management

A description of the legal proceedings to which we and our subsidiaries are a party is contained in Note [removed: 18.][added: 17.]

For the fiscal year ended December 31, [removed: 2022][added: 2023]

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

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: 2022,] [added: 2023,] was [removed: $49.2] [added: $36.8] billion.

As of February [removed: 17, 2023,] [added: 16, 2024,] the registrant had [removed: 551,264,559] [added: 534,863 thousand] shares of common stock issued and outstanding.

Portions of the Proxy Statement for the registrant's [removed: 2023] [added: 2024] annual meeting of stockholders are incorporated by reference in Part III, Items 10, 11, 12, 13 and 14.

| Item 1. | | | | | | [removed: [Business](#i9dee570cfbd043d6a1700298c14b2446_22)] [added: [Business](#i5a398d1ffc714cf6b3eada4b90cee57f_22)] | | | [removed: [1](#i9dee570cfbd043d6a1700298c14b2446_22)] [added: [1](#i5a398d1ffc714cf6b3eada4b90cee57f_22)] | | |

| Item 1A. | | | | | | [Risk [removed: Factors](#i9dee570cfbd043d6a1700298c14b2446_25)] [added: Factors](#i5a398d1ffc714cf6b3eada4b90cee57f_25)] | | | [removed: [18](#i9dee570cfbd043d6a1700298c14b2446_25)] [added: [18](#i5a398d1ffc714cf6b3eada4b90cee57f_25)] | | |

| Item 1B. | | | | | | [Unresolved Staff [removed: Comments](#i9dee570cfbd043d6a1700298c14b2446_31)] [added: Comments](#i5a398d1ffc714cf6b3eada4b90cee57f_28)] | | | [removed: [33](#i9dee570cfbd043d6a1700298c14b2446_31)] [added: [36](#i5a398d1ffc714cf6b3eada4b90cee57f_28)] | | |

| Item 2. | | | | | | [removed: [Properties](#i9dee570cfbd043d6a1700298c14b2446_34)] [added: [Properties](#i5a398d1ffc714cf6b3eada4b90cee57f_31)] | | | [removed: [33](#i9dee570cfbd043d6a1700298c14b2446_34)] [added: [38](#i5a398d1ffc714cf6b3eada4b90cee57f_31)] | | |

| Item 3. | | | | | | [Legal [removed: Proceedings](#i9dee570cfbd043d6a1700298c14b2446_37)] [added: Proceedings](#i5a398d1ffc714cf6b3eada4b90cee57f_34)] | | | [removed: [33](#i9dee570cfbd043d6a1700298c14b2446_37)] [added: [38](#i5a398d1ffc714cf6b3eada4b90cee57f_34)] | | |

| Item 4. | | | | | | [Mine Safety [removed: Disclosures](#i9dee570cfbd043d6a1700298c14b2446_40)] [added: Disclosures](#i5a398d1ffc714cf6b3eada4b90cee57f_37)] | | | [removed: [33](#i9dee570cfbd043d6a1700298c14b2446_40)] [added: [38](#i5a398d1ffc714cf6b3eada4b90cee57f_37)] | | |

| Item 5. | | | | | | [Market for Registrant's Common Equity, Related Stockholder [removed: Matters,] [added: Matters] and Issuer Purchases of Equity [removed: Securities](#i9dee570cfbd043d6a1700298c14b2446_46)] [added: Securities](#i5a398d1ffc714cf6b3eada4b90cee57f_43)] | | | [removed: [34](#i9dee570cfbd043d6a1700298c14b2446_46)] [added: [39](#i5a398d1ffc714cf6b3eada4b90cee57f_43)] | | |

| Item 6. | | | | | | [removed: [Reserved](#i9dee570cfbd043d6a1700298c14b2446_49)] [added: [Reserved](#i5a398d1ffc714cf6b3eada4b90cee57f_46)] | | | [removed: [36](#i9dee570cfbd043d6a1700298c14b2446_49)] [added: [41](#i5a398d1ffc714cf6b3eada4b90cee57f_46)] | | |

| Item 7. | | | | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i9dee570cfbd043d6a1700298c14b2446_52)] [added: Operations](#i5a398d1ffc714cf6b3eada4b90cee57f_49)] | | | [removed: [37](#i9dee570cfbd043d6a1700298c14b2446_52)] [added: [42](#i5a398d1ffc714cf6b3eada4b90cee57f_49)] | | |

| Item 7A. | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i9dee570cfbd043d6a1700298c14b2446_73)] [added: Risk](#i5a398d1ffc714cf6b3eada4b90cee57f_70)] | | | [removed: [58](#i9dee570cfbd043d6a1700298c14b2446_73)] [added: [63](#i5a398d1ffc714cf6b3eada4b90cee57f_70)] | | |

| Item 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#i9dee570cfbd043d6a1700298c14b2446_76)] [added: Data](#i5a398d1ffc714cf6b3eada4b90cee57f_73)] | | | [removed: [59](#i9dee570cfbd043d6a1700298c14b2446_76)] [added: [64](#i5a398d1ffc714cf6b3eada4b90cee57f_73)] | | |

| Item 9. | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i9dee570cfbd043d6a1700298c14b2446_175)] [added: Disclosure](#i5a398d1ffc714cf6b3eada4b90cee57f_169)] | | | [removed: [102](#i9dee570cfbd043d6a1700298c14b2446_175)] [added: [109](#i5a398d1ffc714cf6b3eada4b90cee57f_169)] | | |

| Item 9A. | | | | | | [Controls and [removed: Procedures](#i9dee570cfbd043d6a1700298c14b2446_178)] [added: Procedures](#i5a398d1ffc714cf6b3eada4b90cee57f_172)] | | | [removed: [102](#i9dee570cfbd043d6a1700298c14b2446_178)] [added: [109](#i5a398d1ffc714cf6b3eada4b90cee57f_172)] | | |

| Item 9B. | | | | | | [Other [removed: Information](#i9dee570cfbd043d6a1700298c14b2446_184)] [added: Information](#i5a398d1ffc714cf6b3eada4b90cee57f_178)] | | | [removed: [104](#i9dee570cfbd043d6a1700298c14b2446_184)] [added: [111](#i5a398d1ffc714cf6b3eada4b90cee57f_178)] | | |

| Item 9C. | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Implications](#i9dee570cfbd043d6a1700298c14b2446_187)] [added: Implications](#i5a398d1ffc714cf6b3eada4b90cee57f_181)] | | | [removed: [104](#i9dee570cfbd043d6a1700298c14b2446_187)] [added: [112](#i5a398d1ffc714cf6b3eada4b90cee57f_181)] | | |

| Item 10. | | | | | | [Directors, Executive [removed: Officers,] [added: Officers] and Corporate [removed: Governance](#i9dee570cfbd043d6a1700298c14b2446_193)] [added: Governance](#i5a398d1ffc714cf6b3eada4b90cee57f_187)] | | | [removed: [104](#i9dee570cfbd043d6a1700298c14b2446_193)] [added: [112](#i5a398d1ffc714cf6b3eada4b90cee57f_187)] | | |

| Item 11. | | | | | | [Executive [removed: Compensation](#i9dee570cfbd043d6a1700298c14b2446_196)] [added: Compensation](#i5a398d1ffc714cf6b3eada4b90cee57f_190)] | | | [removed: [104](#i9dee570cfbd043d6a1700298c14b2446_196)] [added: [112](#i5a398d1ffc714cf6b3eada4b90cee57f_190)] | | |

| Item 12. | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i9dee570cfbd043d6a1700298c14b2446_199)] [added: Matters](#i5a398d1ffc714cf6b3eada4b90cee57f_193)] | | | [removed: [105](#i9dee570cfbd043d6a1700298c14b2446_199)] [added: [112](#i5a398d1ffc714cf6b3eada4b90cee57f_193)] | | |

| Item 13. | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i9dee570cfbd043d6a1700298c14b2446_202)] [added: Independence](#i5a398d1ffc714cf6b3eada4b90cee57f_196)] | | | [removed: [105](#i9dee570cfbd043d6a1700298c14b2446_202)] [added: [112](#i5a398d1ffc714cf6b3eada4b90cee57f_196)] | | |

| Item 14. | | | | | | [Principal Accountant Fees and [removed: Services](#i9dee570cfbd043d6a1700298c14b2446_205)] [added: Services](#i5a398d1ffc714cf6b3eada4b90cee57f_199)] | | | [removed: [105](#i9dee570cfbd043d6a1700298c14b2446_205)] [added: [112](#i5a398d1ffc714cf6b3eada4b90cee57f_199)] | | |

| Item 15. | | | | | | [Exhibits and Financial Statement [removed: Schedules](#i9dee570cfbd043d6a1700298c14b2446_208)] [added: Schedules](#i5a398d1ffc714cf6b3eada4b90cee57f_202)] | | | [removed: [105](#i9dee570cfbd043d6a1700298c14b2446_208)] [added: [113](#i5a398d1ffc714cf6b3eada4b90cee57f_202)] | | |

| Item 16. | | | | | | [Form 10-K [removed: Summary](#i9dee570cfbd043d6a1700298c14b2446_214)] [added: Summary](#i5a398d1ffc714cf6b3eada4b90cee57f_208)] | | | [removed: [110](#i9dee570cfbd043d6a1700298c14b2446_214)] [added: [117](#i5a398d1ffc714cf6b3eada4b90cee57f_208)] | | |

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, [removed: value creation strategy,] competition, expected activities in connection with completed and future acquisitions and dispositions, our [removed: investments,] [added: investments] and the adequacy of our available cash resources.

"Business," Part I, Item [removed: IA] [added: 1A] "Risk Factors," Part I, Item 3.

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, 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.

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:

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

- [added: changes in] provider, [added: broker, vendor,] state, federal, foreign, and other [removed: contract changes] [added: contracts] and [added: delays in the] timing of regulatory approval of [removed: contracts;][added: contracts, including due to protests;]

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

- the difficulty of predicting the timing or outcome of legal or regulatory [added: audits, investigations,] proceedings or matters, including, but not limited to, our ability to resolve claims and/or allegations made by states with regard to past practices, including at Centene Pharmacy Services (formerly Envolve Pharmacy Solutions, Inc. (Envolve)), as our pharmacy benefits manager (PBM) subsidiary, within the reserve estimate we previously [removed: recorded] [added: reported] and on other acceptable terms, or at all, or whether additional claims, reviews or investigations will be brought by states, the federal government or shareholder litigants, or government investigations;

- cyber-attacks or other [removed: privacy or] data security incidents;

- the exertion of management's time and our resources, and other expenses incurred and business changes required in connection with complying with the [added: terms of our contracts and the] undertakings in connection with any regulatory, governmental, or third party consents or approvals for acquisitions or dispositions;

| Item 1C. | | | | | | [Cybersecurity](#i5a398d1ffc714cf6b3eada4b90cee57f_549755815608) | | | [36](#i5a398d1ffc714cf6b3eada4b90cee57f_549755815608) | | |

| [Signatures](#i5a398d1ffc714cf6b3eada4b90cee57f_211) | | | | | | | | | [118](#i5a398d1ffc714cf6b3eada4b90cee57f_211) | | |

[T](#i5a398d1ffc714cf6b3eada4b90cee57f_7)[able of Contents](#i5a398d1ffc714cf6b3eada4b90cee57f_7)

- competition, including for providers, broker distribution networks, contract reprocurements and organic growth;

- our ability to adequately anticipate demand and provide for operational resources to maintain service level requirements;

- our ability to manage our information systems effectively;

- changes in senior management, loss of one or more key personnel or an inability to attract, hire, integrate and retain skilled personnel;

- inflation and interest rates;

- the effect of social, economic, and political conditions and geopolitical events, including as a result of changes in U.S. presidential administrations or Congress;

[T](#i5a398d1ffc714cf6b3eada4b90cee57f_7)[able of Contents](#i5a398d1ffc714cf6b3eada4b90cee57f_7)

- uncertainty concerning government shutdowns, debt ceilings or funding;

- disasters, climate-related incidents, acts of war or aggression or major epidemics;

- losses in our investment portfolio;

[T](#i5a398d1ffc714cf6b3eada4b90cee57f_7)[able of Contents](#i5a398d1ffc714cf6b3eada4b90cee57f_7)

- Increases in our pharmaceutical costs could have a material adverse effect on the level of our medical costs and our results of operations;

- We operate in a highly competitive, dynamic and rapidly evolving industry and our failure to adapt could negatively impact our business;

- If our vendors fail to meet their contractual obligations to us or fail to comply with applicable laws or regulations, our results of operations may be adversely affected and we may be exposed to brand and reputational harm, litigation and/or regulatory action;

[T](#i5a398d1ffc714cf6b3eada4b90cee57f_7)[able of Contents](#i5a398d1ffc714cf6b3eada4b90cee57f_7)

[T](#i5a398d1ffc714cf6b3eada4b90cee57f_7)[able of Contents](#i5a398d1ffc714cf6b3eada4b90cee57f_7)

The Company strongly encourages investors to review its consolidated financial statements and publicly filed reports in their entirety and cautions investors that the non-GAAP financial measures used by the Company may differ from similar measures used by other companies, even when similar terms are used to identify such measures.

2023:

(a) Circle Health Group (Circle Health) impairment of $292 million, or $0.53 per share ($0.47 after-tax), Operose Health Group (Operose Health) impairment of $140 million, or $0.26 per share ($0.24 after-tax), real estate impairments of $105 million, or $0.19 per share ($0.16 after-tax), gain on the sale of Apixio of $93 million, or $0.17 per share ($0.12 after-tax), severance costs due to a restructuring of $79 million, or $0.15 per share ($0.11 after-tax), gain on the sale of Magellan Specialty Health of $79 million, or $0.14 per share ($0.11 after-tax), a reduction to the previously reported gain on the sale of Magellan Rx of $22 million, or $0.04 per share ($0.02 after-tax), gain on the previously reported divestiture of Centurion of $15 million, or $0.03 per share ($0.02 after-tax) and an additional loss on the divestiture of our Spanish and Central European businesses of $13 million, or $0.02 per share ($0.01 after-tax).

[T](#i5a398d1ffc714cf6b3eada4b90cee57f_7)[able of Contents](#i5a398d1ffc714cf6b3eada4b90cee57f_7)

In addition, the year ended December 31, 2023, includes a one-time income tax benefit of $69 million, or $0.13 per share, resulting from the distribution of long-term stock awards to the estate of the Company's former CEO and tax expense of $3 million, or $0.01 per share, related to tax adjustments on previously reported divestitures.

[T](#i5a398d1ffc714cf6b3eada4b90cee57f_7)[able of Contents](#i5a398d1ffc714cf6b3eada4b90cee57f_7)

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

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

- the timing and extent of benefits from our value creation strategy, including the possibility that the benefits received may be lower than expected, may not occur, or will not be realized within the expected time periods;

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

- inflation;

- disasters or major epidemics;

- foreign currency fluctuations.

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

- Execution of our value creation strategy may create disruptions in our business;

- Phasing out of London Interbank Offered Rate (LIBOR) may increase our interest expense or affect the value of the financial obligations to be held or issued by us that are linked to LIBOR, which may adversely affect our financial condition;

2020:

(c) gain related to the divestiture of certain products of our Illinois health plan of $104 million, or $0.18 per share ($0.10 after-tax); impairment of $72 million, or $0.12 per share ($0.10 after-tax); and debt extinguishment costs of $61 million, or $0.11 per share ($0.07 after-tax).

Cybersecurity Risk Management and Strategy

Our cybersecurity risk management and privacy programs play a central role in the protection of the confidential information of our members, team members, and business partners, and, as such, are critical to the successful operation of our business.

Our cybersecurity risk management program is part of our enterprise-wide risk management practices.

Based on the National Institute of Standards and Technology (NIST) Cybersecurity Framework, the program utilizes policies, processes, and technologies to assess, identify, and manage the cybersecurity threats that we face.

Specifically, we use these policies, processes and technologies to identify internal and external threats, establish access control, data privacy and security measures, detect unauthorized activity, and respond to and recover from, incidents.

For example, we leverage external experts and our internal threat and risk teams to assess potential threats, retain external consultants to conduct penetration tests and health checks on our information systems, conduct cyber security and awareness training to help team members identify and manage common categories of cybersecurity threats, utilize multiple protective and detective tools to identify active threats and have a 24/7 Security Operations Center to manage incident response.

Our cybersecurity risk management program also includes processes and controls to assess the cybersecurity risk associated with third-party vendors and partners.

Following an initial assessment of the level of enterprise risk potentially posed by use of the third-party, the vendor is then subject to further risk-based assessments, the level of which depends upon the assigned risk value of the service being provided, which may include the completion of security questionnaires and the provision of independent security certifications.

On a bi-annual schedule, we use an external firm to assess our cybersecurity risk management program using the Capability Maturity Model Integration (CMMI) process and behavioral model.

In addition, elements of the program are subject to Service Organization Control Type 2 (SOC 2) and ISO 27001 audits by a third party.

While we have not identified any cybersecurity threats that have materially affected or that we believe are reasonably likely to materially affect our business strategy, results of operations, or financial condition, our cybersecurity risk management program cannot eliminate all risks from cybersecurity threats or provide assurances that we have not experienced an undetected material cybersecurity incident or will not experience a material cybersecurity incident in the future.

For more information about these risks, please see "Risk Factors - A failure in or breach of our operational or security systems, networks or infrastructure, or those of third parties with which we do business, including as a result of cyber-attacks and other data security incidents, could have a material adverse effect on our business."

Cybersecurity Risk Governance

*Role of our Board of Directors*

Our Board of Directors has primary responsibility for the oversight of our enterprise-wide risk management and exercises its oversight function in respect of cybersecurity risk through two of its committees.

Specifically, our Board Audit and Compliance Committee has oversight responsibility for the Company's enterprise risk management process, including the Company's programs to identify, manage, respond to and mitigate the Company's IT risks, including risks related to cybersecurity, artificial intelligence, privacy, critical infrastructure assets and disaster recovery, as well as identifying the potential likelihood, frequency and severity of cyberattacks and breaches.

Our Board Quality Committee has oversight responsibility for overall data and technology strategy.

Each committee reports to the full Board on a regular basis.

[T](#i5a398d1ffc714cf6b3eada4b90cee57f_7)[able of Contents](#i5a398d1ffc714cf6b3eada4b90cee57f_7)

The oversight responsibility of our Board of Directors and its committees is facilitated through quarterly management-reporting processes designed to provide visibility to the Board and its committees on the processes for the identification, assessment, prioritization and management of critical risks and management's risk mitigation strategies.

Such reporting includes providing regular updates to the Board Audit and Compliance Committee regarding the evolving cybersecurity threat environment, updates to our cybersecurity risk management program to address and mitigate such threats and providing quarterly reports to the Quality Committee on the Company's execution of its data and technology strategy.

Management also escalates significant cybersecurity events to the Audit and Compliance Committee and the Board on a real time basis, as appropriate.

Further, our Board also receives enterprise-wide risk management reports, which include significant cybersecurity risks, from our risk department multiple times per year.

In addition, our Board and management have conducted tabletop cybersecurity crisis simulation exercises.

*Role of Management*

While our Board of Directors has overall responsibility for the oversight of our enterprise-wide risk management, of which cybersecurity risk management is one component, our management team is responsible for day-to-day risk management, including the implementation of our cybersecurity risk management program.

Our enterprise risk management committee, which operates within our risk department and comprises certain of our senior leaders including operations, finance, information technology, government relations, legal, marketing, health plan leadership, health operations, and communications meets at least four times per year to discuss significant risks to the Company identified by our enterprise-wide risk management process, including cybersecurity risks identified by our cybersecurity risk management program.

The enterprise risk management committee also discusses the steps management has taken to identify, monitor, assess, and control or avoid such exposures and reviews performance measures against the Company's risk appetite and tolerance and provides recommendations of corrective action where appropriate.

At an operational level, our Chief Security and Privacy Officer (CSPO) and our Chief Information Security Officer (CISO) lead the management of our cybersecurity risk management program.

Our CSPO is responsible for overseeing the day-to-day operation of our cybersecurity risk management program, including reporting systemic cybersecurity risk matters to our senior management and, as appropriate, to the Board of Directors.

Our CISO oversees our cybersecurity operations, including all identity and access management functions, cybersecurity incident response operations and the effective operation of the suite of security tools we employ.

The CISO and CSPO track key cybersecurity metrics across the enterprise, including metrics related to threat and vulnerability management, cybersecurity incidents and asset management and protection.

Our CISO reports the status and efficacy of our cybersecurity operations to our senior management and, as appropriate, to the Board of Directors.

Using our cybersecurity incident response plan, each incident receives a severity rating using a scale approved by Management.

Based on that rating, we employ an escalation matrix that provides appropriate notifications to Management, as well as to our Board of Directors.

The cybersecurity incident response plan is integrated into our overall crisis management plan and process, for which our CSPO has ultimate day-to-day responsibility.

Our CSPO and CISO share joint responsibility for providing regular cybersecurity updates to our Audit and Compliance Committee, including updates on our key technology initiatives, including those involving cybersecurity, and their status.

Our CSPO, CISO and other dedicated cybersecurity risk management personnel are certified and experienced information systems security professionals and information security managers.

Our CSPO has over 30 years of experience in information security having 15 years of experience leading information security programs and obtained the Certified Information Systems Security Professional certification ISC2.

Our CISO, who has over 33 years of experience in cyber operations, communications, crisis management and command and control, holds multiple graduate degrees, obtained the Certified Information Systems Security Professional certification from ISC2 and holds the Qualified Technical Expert certification from the Digital Director's Network.

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

In connection with the adoption of a more modern, flexible work environment, we undertook a real estate optimization initiative [added: in 2022] 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 [added: of,] or [removed: abandoned] [added: abandoned,] various properties and recognized [removed: an] impairment [removed: charge] [added: charges] for the [removed: year] [added: years] ended December 31, [added: 2023 and] 2022.

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As of February [removed: 17, 2023,] [added: 16, 2024,] there were [removed: 1,036] [added: 1,012] holders of record of our common stock.

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 [removed: strategy,] [added: strategy] and may be based upon general market conditions and the prevailing price and trading volumes of our common stock.

| Issuer Purchases of Equity Securities Fourth Quarter [removed: 2022] [added: 2023] (Shares in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | |]

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

The graph below compares the cumulative total stockholder return on our common stock for the period from December 31, [removed: 2017] [added: 2018] to December 31, [removed: 2022,] [added: 2023,] with the cumulative total return of the [removed: New York Stock Exchange] [added: NYSE] Composite Index, the Standard & Poor's [removed: Supercomposite Managed Healthcare] [added: (S&P) Health Care] Index and the [removed: Standard & Poor's] [added: S&P] 500 over the same period.

[removed: Standard & Poor's] [added: S&P] 500 is included because our common stock is within the index.

The graph assumes an investment of $100 on December 31, [removed: 2017] [added: 2018] in our common stock (at the last reported sale price on such day), the [removed: New York Stock Exchange] [added: NYSE] Composite Index, the [removed: Standard & Poor's Supercomposite Managed Healthcare Index,] [added: S&P Health Care Index] and the [removed: Standard & Poor's] [added: S&P] 500 and assumes the reinvestment of any dividends.

[removed: ][added: ]

| | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |

| Centene Corporation closing stock price | | | $ | [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] | | | | | $ | [removed: 82.01] [added: 74.21] | |

| Centene Corporation annual stockholder return | | | [removed: 78.5] [added: 14.3%] | | [removed: %] | | | | [removed: 14.3] [added: 9.1%] | | [removed: %] | | | | [removed: 9.1] [added: (4.5)%] | | [removed: %] | | | | [removed: (4.5)] [added: 37.3%] | | [removed: %] | | | | [removed: 37.3] [added: (0.5)%] | | [removed: %] | | | | [removed: (0.5)] [added: (9.5)%] | | [removed: %] |

In accordance with the rules of the [removed: SEC,] [added: Securities and Exchange Commission (SEC),] the information contained in the Stock Performance Graph on this page shall not be deemed to be "soliciting material," or to be "filed" with the SEC or subject to the SEC's Regulation [removed: 14A,] [added: 14A] or to the liabilities of Section 18 of the Exchange Act, except to the extent that Centene specifically requests that the information be treated as soliciting material or specifically incorporates it by reference into a document filed under the Securities [removed: Act,] [added: Act] or the Exchange Act.

In November 2005, the Company's Board of Directors announced a stock repurchase program, which was most recently increased in December 2023.

The Company is authorized to repurchase up to $10.0 billion, inclusive of past authorizations, of which $5.2 billion remains as of December 31, 2023.

The following table discloses purchases of our common stock for the quarter ended December 31, 2023.

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

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

| October 1, 2023 - October 31, 2023 | | | | | | | | | 398 | | | | | | $ | 68.51 | | | | | 397 | | | | | | $ | 1,229 | |

| November 1, 2023 - November 30, 2023 | | | | | | | | | 1 | | | | | | 71.14 | | | | | | — | | | | | | 1,229 | | |

| December 1, 2023 - December 31, 2023 | | | | | | | | | 48 | | | | | | 75.24 | | | | | | — | | | | | | 5,229 | | |

| Total | | | | | | | | | 447 | | | | | | $ | 69.25 | | | | | 397 | | | | | | $ | 5,229 | |

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

| (1) | | | Includes 50 thousand shares relinquished to the Company by certain employees for payment of taxes. | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| (2) | | | In December 2023, the Company's Board of Directors authorized an additional $4.0 billion increase to the stock repurchase program. A remaining amount of approximately $5.2 billion is available under the stock repurchase program as of December 31, 2023. | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| Centene Corporation | | | $ | 100.00 | | | | | $ | 109.05 | | | | | $ | 104.13 | | | | | $ | 142.93 | | | | | $ | 142.25 | | | | | $ | 128.73 | |

| NYSE Composite Index | | | 100.00 | | | | | | 125.51 | | | | | | 134.28 | | | | | | 162.04 | | | | | | 146.89 | | | | | | 167.18 | | |

| S&P Health Care Index | | | 100.00 | | | | | | 120.82 | | | | | | 137.07 | | | | | | 172.89 | | | | | | 169.51 | | | | | | 172.99 | | |

| S&P 500 | | | 100.00 | | | | | | 131.49 | | | | | | 155.68 | | | | | | 200.37 | | | | | | 164.08 | | | | | | 207.21 | | |

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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.

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

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

| 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 | |

| New York Stock Exchange Composite Index | | | 100.00 | | | | | | 88.80 | | | | | | 108.62 | | | | | | 113.40 | | | | | | 134.00 | | | | | | 118.55 | | |

| 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 | | |

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We have audited the accompanying consolidated balance sheets of Centene Corporation and subsidiaries (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive earnings (loss), stockholders' equity, and cash flows for each of the years in the three‑year period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 21, 2023] [added: 20, 2024] expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

As discussed in Note 8 to the consolidated financial statements, the balance at December 31, [removed: 2022] [added: 2023] was [removed: $16,745] [added: $18,000] million.

The final settlement of the December 31, [removed: 2022] [added: 2023] ACA risk adjustment accruals is scheduled to be determined by the Centers for Medicare and Medicaid Services (CMS) in June [removed: 2023,] [added: 2024,] based on data submitted by insurance companies through April [removed: 2023.][added: 2024.]

As discussed in Note 9, the Company recorded an estimated asset and liability (the ACA risk adjustment accruals) of [removed: $838] [added: $893] million, and [removed: $780] [added: $2,553] million, respectively at December 31, [removed: 2022.][added: 2023.]

| | | | December 31, [removed: 2022] [added: 2023] | | | | | | December 31, [removed: 2021] [added: 2022] | | |

| Cash and cash equivalents | | | $ | [added: 17,193 | | | | | $ |] 12,074 | | | | | $ | 13,118 | |

| Premium and trade receivables | | | [removed: 13,272] [added: 15,532] | | | | | | [removed: 12,238] [added: 13,272] | | |

| Short-term investments | | | [removed: 2,321] [added: 2,459] | | | | | | [removed: 1,539] [added: 2,321] | | |

| Other current assets | | | [removed: 2,461] [added: 5,572] | | | | | | [removed: 1,602] [added: 2,461] | | |

| Total current assets | | | [removed: 30,128] [added: 40,756] | | | | | | [removed: 28,497] [added: 30,128] | | |

| Long-term investments | | | [removed: 14,684] [added: 16,286] | | | | | | [removed: 14,043] [added: 14,684] | | |

| Restricted deposits | | | [removed: 1,217] [added: 1,386] | | | | | | [removed: 1,068] [added: 1,217] | | |

| Property, software and equipment, net | | | [removed: 2,432] [added: 2,019] | | | | | | [removed: 3,391] [added: 2,432] | | |

| Goodwill | | | [removed: 18,812] [added: 17,558] | | | | | | [removed: 19,771] [added: 18,812] | | |

| Intangible assets, net | | | [removed: 6,911] [added: 6,101] | | | | | | [removed: 7,824] [added: 6,911] | | |

| Other long-term assets | | | [removed: 2,686] [added: 535] | | | | | | [removed: 3,781] [added: 2,686] | | |

| Total assets | | | $ | [removed: 76,870] [added: 84,641] | | | | | $ | [removed: 78,375] [added: 76,870] | |

| Medical claims liability | | | $ | [removed: 16,745] [added: 18,000] | | | | | $ | [removed: 14,243] [added: 16,745] | |

| Accounts payable and accrued expenses | | | [removed: 9,525] [added: 16,420] | | | | | | [removed: 8,493] [added: 9,525] | | |

| Return of premium payable | | | [removed: 1,634] [added: 1,462] | | | | | | [removed: 2,328] [added: 1,634] | | |

| Unearned revenue | | | [removed: 478] [added: 715] | | | | | | [removed: 434] [added: 478] | | |

| Current portion of long-term debt | | | [removed: 82] [added: 119] | | | | | | [removed: 267] [added: 82] | | |

| Total current liabilities | | | [removed: 28,464] [added: 36,716] | | | | | | [removed: 25,765] [added: 28,464] | | |

| Long-term debt | | | [removed: 17,938] [added: 17,710] | | | | | | [removed: 18,571] [added: 17,938] | | |

| Deferred tax liability | | | [removed: 615] [added: 641] | | | | | | [removed: 1,407] [added: 615] | | |

| Other long-term liabilities | | | [removed: 5,616] [added: 3,618] | | | | | | [removed: 5,610] [added: 5,616] | | |

| Total liabilities | | | [removed: 52,633] [added: 58,685] | | | | | | [removed: 51,353] [added: 52,633] | | |

| Redeemable noncontrolling interests | | | [removed: 56] [added: 19] | | | | | | [removed: 82] [added: 56] | | |

| Preferred stock, $0.001 par value; authorized 10,000 shares; no shares issued or outstanding at December 31, [removed: 2022] [added: 2023] and December 31, [removed: 2021] [added: 2022] | | | — | | | | | | — | | |

| Common stock, $0.001 par value; authorized 800,000 shares; [removed: 607,847] [added: 615,291] issued and [removed: 550,754] [added: 534,484] outstanding at December 31, [removed: 2022,] [added: 2023,] and [removed: 602,704] [added: 607,847] issued and [removed: 582,479] [added: 550,754] outstanding at December 31, [removed: 2021] [added: 2022] | | | 1 | | | | | | 1 | | |

| Additional paid-in capital | | | [removed: 20,060] [added: 20,304] | | | | | | [removed: 19,672] [added: 20,060] | | |

| Accumulated other comprehensive [removed: earnings] (loss) | | | [removed: (1,132)] [added: (652)] | | | | | | [removed: 77] [added: (1,132)] | | |

| Retained earnings | | | [removed: 9,341] [added: 12,043] | | | | | | [removed: 8,139] [added: 9,341] | | |

| Treasury stock, at cost [removed: (57,093] [added: (80,807] and [removed: 20,225] [added: 57,093] shares, respectively) | | | [removed: (4,213)] [added: (5,856)] | | | | | | [removed: (1,094)] [added: (4,213)] | | |

| Total Centene stockholders' equity | | | [removed: 24,057] [added: 25,840] | | | | | | [removed: 26,795] [added: 24,057] | | |

| Nonredeemable noncontrolling interest | | | [removed: 124] [added: 97] | | | | | | [removed: 145] [added: 124] | | |

| Total stockholders' equity | | | [removed: 24,181] [added: 25,937] | | | | | | [removed: 26,940] [added: 24,181] | | |

| Total liabilities, redeemable noncontrolling interests and stockholders' equity | | | $ | [removed: 76,870] [added: 84,641] | | | | | $ | [removed: 78,375] [added: 76,870] | |

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February 20, 2024

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| Net unrealized (loss) on cash flow hedge, net of tax | | | (10) | | | | | | — | | | | | | — | | |

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| Common stock repurchases | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 23,714 | | | | | | (1,643) | | | | | | — | | | | | | (1,643) | | |

| Purchase of redeemable noncontrolling interest | | | — | | | | | | — | | | | | | (12) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (12) | | |

| Purchase of non-redeemable noncontrolling interest | | | — | | | | | | — | | | | | | (4) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (24) | | | | | | (28) | | |

| Balance, December 31, 2023 | | | 615,291 | | | | | | $ | 1 | | | | | $ | 20,304 | | | | | $ | (652) | | | | | $ | 12,043 | | | | | 80,807 | | | | | | $ | (5,856) | | | | | $ | 97 | | | | | $ | 25,937 | |

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| Net earnings | | | $ | 2,699 | | | | | $ | 1,202 | | | | | $ | 1,336 | |

| Depreciation and amortization | | | 1,293 | | | | | | 1,430 | | | | | | 1,335 | | |

| Impairment | | | 529 | | | | | | 2,318 | | | | | | 229 | | |

[T](#i5a398d1ffc714cf6b3eada4b90cee57f_7)[able of Contents](#i5a398d1ffc714cf6b3eada4b90cee57f_7)

Centene Corporation, or the Company, is a leading provider of government-sponsored healthcare.

Centene's focus is on improving health and health care for low-income populations with complex needs.

The Medicaid, Medicare and Commercial segments represent the government-sponsored or subsidized programs under which the Company offers managed healthcare services.

The Medicare segment includes Medicare Advantage, Medicare Supplement, Dual Eligible Special Needs Plans (D-SNPs) and Medicare Prescription Drug Plans (PDPs), also known as Medicare Part D.

The Commercial segment includes the Health Insurance Marketplace product along with individual, small group and large group commercial health insurance products.

The Other segment includes the Company's pharmacy operations, Envolve Benefit Options' vision and dental services, clinical healthcare, behavioral health, international operations and corporate management company, among others.

*Organization and Operations*.

During 2023, the Company completed the divestitures of HealthSmart, Centurion, Magellan Specialty Health, its majority stake in Apixio, and Operose Health Group (Operose Health).

Additionally, during the third quarter of 2023, the Company signed a definitive agreement to sell Circle Health Group (Circle Health), which was accounted for as held for sale as of December 31, 2023.

On January 12, 2024, the Company completed the divestiture for cash consideration of $931 million.

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In the first quarter of 2023, and in conjunction with the Company's updated strategic plan, executive leadership realignment and corresponding 2023 divestitures, the Company revised the way it manages the business, evaluates performance and allocates 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.

As a result of these changes, the Company reassigned goodwill to the impacted reporting units using a relative fair value allocation approach.

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In December 2023, the Company recorded a premium deficiency reserve of $250 million related to the 2024 Medicare Advantage contract year.

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The Company is engaged in active discussions with the government regarding recovery for CSR payments for benefit years 2018 and beyond.

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

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In November 2023, the Financial Accounting Standards Board (FASB) issued an Accounting Standards Update (ASU) which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses.

The amendments will require public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker and included within segment profit and loss.

February 21, 2023

| Health insurer fee expense | | | — | | | | | | — | | | | | | 1,476 | | |

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

| Balance, December 31, 2019 | | | 421,508 | | | | | | $ | — | | | | | $ | 7,647 | | | | | $ | 134 | | | | | $ | 4,984 | | | | | 6,460 | | | | | | $ | (214) | | | | | $ | 108 | | | | | $ | 12,659 | |

| Common stock issued for acquisitions | | | 171,225 | | | | | | 1 | | | | | | 11,526 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,527 | | |

| Common stock repurchases | | | (407) | | | | | | — | | | | | | (24) | | | | | | — | | | | | | — | | | | | | 10,310 | | | | | | (602) | | | | | | — | | | | | | (626) | | |

| Depreciation and amortization | | | 1,553 | | | | | | 1,476 | | | | | | 1,259 | | |

Centene Corporation, or the Company, is a leading healthcare enterprise, committed to helping people live healthier lives, with an established expertise in lower-income and medically complex populations.

During 2022, the Company operated in two segments: Managed Care and Specialty Services.

The Company also offered a variety of individual, small group, and large group commercial healthcare products, both to employers and directly to members in the Managed Care segment.

The Specialty Services segment also included the government contracts business, including the Company's government-sponsored Managed Care Support Contract with the U.S. Department of Defense (DoD) under the TRICARE program and other healthcare related government contracts.

The Company's specialty services generate revenues under contracts with state and federal programs, healthcare organizations, and other commercial organizations, as well as from its own subsidiaries.

Additionally, the Company's insurance subsidiaries were previously subject to the Affordable Care Act (ACA) annual health insurer fee (HIF).

Beginning in 2021, the HIF was permanently repealed.

This revenue was recorded as premium tax and health insurer fee revenue in the Consolidated Statements of Operations.

In order to compensate issuers for reduced cost sharing provided to enrollees, CMS pays an advance CSR payment to the Company each month based on the Company's certification data provided at the time of the qualified health plan application.

The Company has determined that there are no recently issued accounting pronouncements that will have a material impact on its consolidated financial condition, results of operations, or cash flows.

The Company estimates that it will recognize an initial pre-tax gain of approximately $85 million to $95 million.

| Total | | | $ | 19,566 | | | | | $ | 20 | | | | | $ | (1,364) | | | | | $ | 18,222 | | | | | $ | 16,521 | | | | | $ | 243 | | | | | $ | (114) | | | | | $ | 16,650 | |

| (1) Investments in equity securities as of December 31, 2021 primarily consisted of exchange traded funds in fixed income securities. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

As a result of the acquisition, the Company recorded a non-cash gain of $309 million on its original investment in the year ended December 31, 2021.

Beginning in July 2021, the Company consolidates 100% of Circle Health.

In September 2021, the Company recorded a $229 million impairment of its equity method investment in RxAdvance, a pharmacy benefit manager.

The impairment was the result of the Company’s focus on simplification of its pharmacy operations.

The impairment was based on the Company's estimate of RxAdvance's future cash flows and other market indicators of fair value.

| Total | | | $ | 17,581 | | | | | $ | 16,302 | | | | | $ | 1,282 | | | | | $ | 1,217 | | | | | $ | 14,350 | | | | | $ | 14,483 | | | | | $ | 1,072 | | | | | $ | 1,068 | |

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

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

| Total investments | | | $ | 495 | | | | | $ | 14,314 | | | | | $ | — | | | | | $ | 14,809 | |

| Total restricted deposits | | | $ | 565 | | | | | $ | 503 | | | | | $ | — | | | | | $ | 1,068 | |

| Building | | | 659 | | | | | | 1,116 | | |

The Company also recognized impairment on fixed assets related to leased real estate of $242 million for the year ended December 31, 2022.

These impairments are primarily related to the Managed Care segment.

| | | | Managed Care | | | | | | Specialty Services | | | | | | Total | | |

| Balance, December 31, 2020 | | | $ | 16,974 | | | | | $ | 1,678 | | | | | $ | 18,652 | |

| Acquisition and purchase accounting adjustments | | | 172 | | | | | | 905 | | | | | | 1,077 | | |

| Divestitures | | | — | | | | | | (1,533) | | | | | | (1,533) | | |

| Reallocation | | | 4 | | | | | | (4) | | | | | | — | | |

The Managed Care segment impairment was the result of the divestiture of the Spanish and Central European businesses.

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: 2022.][added: 2023.]

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: 2022,] [added: 2023,] 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: 2022.][added: 2023.]

Our management's assessment of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive earnings (loss), stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2022,] [added: 2023,] and the related notes (collectively, the consolidated financial statements), and our report dated February [removed: 21, 2023,] [added: 20, 2024] expressed an unqualified opinion on those consolidated financial statements.

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February 20, 2024

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February 21, 2023

(a) On February 16, 2024, David P.

Thomas, and on February 20, 2024, Christopher A.

Koster each entered into the Restrictive Covenant Agreement (the Agreement) pursuant to which they each became eligible for benefits under the Centene Corporation Executive Severance and Change in Control Plan (the Plan), as described below.

Our remaining named executive officers have previously executed employment agreements (see Item 15.

*Exhibit Index* for additional details).

Centene Corporation Restrictive Covenant Agreement pursuant to the Executive Severance and Change in Control Plan

Under the Agreement, Mr. Koster and Mr. Thomas have each agreed to a non-competition covenant during their respective employment and for 12 months after termination of employment, provided that the termination of employment is not due to a Change in Control Termination (as defined below).

Mr. Koster and Mr. Thomas have also agreed to a covenant not to solicit employees or customers during employment and for 12 months after termination of employment for any reason under the Plan.

Under the Agreement, Mr. Koster and Mr. Thomas have each waived all rights and benefits pursuant to their prior Executive Severance and Change in Control Agreements, and such agreements were terminated.

Centene Corporation Executive Severance and Change in Control Plan

The purpose of the Plan is to provide benefits to eligible employees of the Company and its United States based subsidiaries, including Mr. Koster and Mr. Thomas, who become unemployed as a result of a Qualifying Termination (as defined below).

In order to participate in the Plan, an employee must fulfill certain requirements, including current full-time employment at the level of Senior Vice President or above (or be otherwise designated by the Company as a participant in the Plan) at an entity eligible to participate in the Plan; becoming party to a restrictive covenant agreement (which includes the Agreement described here); not being party to an employment agreement or other agreement with the Company that provides for severance payments (or waiving such rights within 120 days following the effective date of the Plan); and experiencing a Qualifying Termination.

A termination of employment is a "Qualifying Termination" under the Plan only if certain requirements are met, including that the termination occurs as a result of a reduction in force or corporate restructuring, the employee is terminated without cause (other than due to death or disability) or, only at or after a Change in Control, the employee terminates his or her employment for "good reason" as defined in the Plan.

The employee must also execute a general release of claims against the Company, among other requirements.

Under the Plan, if Mr. Koster or Mr. Thomas undergoes a Qualifying Termination that is not a Change in Control Termination, he will receive the following payable in a lump sum: (i) one times his base salary plus prorated target bonus; (ii) the Company portion of COBRA premiums for medical and dental benefits for 12 months; (iii) outstanding equity awards will continue to vest and stock option and stock appreciation rights will continue to be exercisable (if not expired by their terms) for 12 months, with performance based restricted stock units vesting based on actual performance and settled at the same time as the other Company officers generally and with any cash long-term incentive plan awards vesting pro rata based on actual performance; and (iv) outplacement assistance for six months following the Qualifying Termination.

If Mr. Koster or Mr. Thomas undergoes a Qualifying Termination within 24 months after a Change in Control (or during the six months prior to a Change in Control, if requested by a third party participating in or causing the Change in Control) (a Change in Control Termination), he will receive the following payable in a lump sum: (i) two times his base salary plus two times his Average Bonus (as defined in the Plan); (ii) the Company portion of COBRA premiums for medical and dental benefits for 18 months; (iii) outstanding equity awards or cash long-term incentive awards will fully vest and become exercisable as of the date of the Change in Control Termination, and stock option and stock appreciation rights will continue to be exercisable until the earlier to occur of 12 months after the Change in Control Termination or the expiration date of the award, with any applicable performance goals deemed achieved at the greater of target and actual performance prior to the Change in Control; and (iv) outplacement assistance for 6 months following the Qualifying Termination.

This summary is qualified in its entirety by reference to the copy of the Plan attached hereto as Exhibit 10.9 and the Agreement attached hereto as Exhibit 10.31, which are incorporated herein by reference.

(b) During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

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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.

Information concerning our directors will appear in our Proxy Statement for our [removed: 2023] [added: 2024] 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: 2023] [added: 2024] annual meeting of stockholders under "Delinquent Section 16(a) Reports," if applicable.

Information concerning certain corporate governance 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: 2023] [added: 2024] annual meeting of stockholders under "Corporate Governance." These portions of our Proxy Statement are incorporated herein by reference.

Information concerning executive compensation will appear in our Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Stockholders under "Executive Compensation." Information concerning Compensation and Talent Committee interlocks and insider participation will appear in the Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Stockholders under "Compensation [added: & Talent] 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: 2023] [added: 2024] annual meeting of stockholders under [removed: "Beneficial Stock Ownership"] [added: "Security Ownership of Certain Beneficial Owners] and [added: Management" 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: 2023] [added: 2024] annual meeting of stockholders under "Corporate Governance," "Independence of [removed: Directors,"] [added: 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: 2023] [added: 2024] annual meeting of stockholders under "Proposal [removed: Four:] [added: Three:] Ratification of Appointment of Independent Registered Public Accounting Firm." This portion of our Proxy Statement is incorporated herein by reference.

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Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021][added: 2022]

Consolidated Statements of Operations for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

Consolidated Statements of Comprehensive Earnings (Loss) for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

Consolidated Statements of Stockholders' Equity for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

| 3.2 | | | | | | [Amended and Restated By-laws of Centene [removed: Corporation, effective September 27, 2022](https://www.sec.gov/Archives/edgar/data/1071739/000107173922000331/a20220927exhibit32.htm)] [added: Corporation,](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000217/a20231213exhibit31.htm) [dated December 8, 2023](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000217/a20231213exhibit31.htm)] | | | | | | | | | | | | 8-K | | | | | | [removed: September 30, 2022] [added: December 13, 2023] | | | | | | [removed: 3.2] [added: 3.1] | | |

| 4.1 | | | | | | [Description of Securities of the [removed: Company](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit41.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/1071739/000107173924000037/a2023123110-kexhibit41.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | |

| 10.5 | | | * | | | [Amended and Restated Voluntary Nonqualified Deferred Compensation [removed: Plan](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit105.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1071739/000107173924000037/a2023123110-kexhibit105.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.8] [added: 10.28a] | | | * | | | [removed: [Executive] [added: [Amendment of Executive] Employment Agreement between Centene Corporation and [removed: Michael F. Neidorff,] [added: Brent Layton] dated [removed: November 8, 2004](http://www.sec.gov/Archives/edgar/data/1071739/000119312504189970/dex101.htm)] [added: December 13, 2022](https://www.sec.gov/Archives/edgar/data/1071739/000107173922000388/a20221214exhibit101.htm)] | | | | | | | | | | | | 8-K | | | | | | [removed: November 9, 2004] [added: December 14, 2022] | | | | | | 10.1 | | |

| 10.8a | | | * | | | [Amendment No. 1 of [added: Form of] Executive [removed: Employment Agreement between Centene Corporation] [added: Severance] and [removed: Michael F. Neidorff](http://www.sec.gov/Archives/edgar/data/1071739/000107173908000034/exhibit102.htm)] [added: Change in Control Agreement](http://www.sec.gov/Archives/edgar/data/1071739/000107173912000061/amendmentno1executiveagree.htm)] | | | | | | | | | | | | 10-Q | | | | | | October [removed: 28, 2008] [added: 23, 2012] | | | | | | [removed: 10.2] [added: 10.3] | | |

| [removed: 10.8b] [added: 10.28] | | | * | | | [removed: [Amendment No. 2 of Executive] [added: [Executive] Employment Agreement between Centene Corporation and [removed: Michael F. Neidorff](http://www.sec.gov/Archives/edgar/data/1071739/000107173909000011/exhibit102.htm)] [added: Brent Layton, dated April 27, 2022](https://www.sec.gov/Archives/edgar/data/1071739/000107173922000286/a2022063010-qexhibit102.htm)] | | | | | | | | | | | | 10-Q | | | | | | [removed: April 28, 2009] [added: July 26, 2022] | | | | | | 10.2 | | |

| [removed: 10.8d] [added: 10.8b] | | | * | | | [Amendment No. [removed: 4] [added: 2] of [added: Form of] Executive [removed: Employment Agreement between Centene Corporation] [added: Severance] and [removed: Michael F. Neidorff](http://www.sec.gov/Archives/edgar/data/1071739/000107173913000078/exhibit101.htm)] [added: Change in Control Agreement](http://www.sec.gov/Archives/edgar/data/1071739/000107173915000051/exhibit101.htm)] | | | | | | | | | | | | [removed: 8-K] [added: 10-Q] | | | | | | [removed: May 16, 2013] [added: April 28, 2015] | | | | | | 10.1 | | |

| [removed: 10.8f] [added: 10.24a] | | | * | | | [Amendment [removed: No. 6] of Executive Employment Agreement between Centene Corporation and [removed: Michael F. Neidorff](http://www.sec.gov/Archives/edgar/data/1071739/000107173919000017/exhibit10120190204.htm)] [added: Sarah M. London, dated February 20, 2023](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit1022a.htm)] | | | | | | | | | | | | [removed: 8-K] [added: 10-K] | | | | | | February [removed: 4, 2019] [added: 21, 2023] | | | | | | [removed: 10.1] [added: 10.22a] | | |

| [removed: 10.8g] [added: 10.25a] | | | * | | | [Amendment [removed: No 7.] of Executive Employment Agreement between Centene Corporation and [removed: Michael F. Neidorff](https://www.sec.gov/Archives/edgar/data/1071739/000107173922000071/a2021123110-kexhibit108g.htm)] [added: Andrew Asher, dated February 20, 2023](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit1023a.htm)] | | | | | | | | | | | | 10-K | | | | | | February [removed: 22, 2022] [added: 21, 2023] | | | | | | [removed: 10.8g] [added: 10.23a] | | |

| [removed: 10.8h] [added: 10.26] | | | * | | | [removed: [Amendment No.8 of Executive] [added: [Executive] Employment Agreement between Centene Corporation and [removed: Michael F. Neidorff](https://www.sec.gov/Archives/edgar/data/1071739/000107173922000071/a2021123110-kexhibit108h.htm)] [added: Kenneth Fasola, dated February 20, 2023](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit1024.htm)] | | | | | | | | | | | | 10-K | | | | | | February [removed: 22, 2022] [added: 21, 2023] | | | | | | [removed: 10.8h] [added: 10.24] | | |

| [removed: 10.9] [added: 10.8] | | | * | | | [Form of Executive Severance and Change in Control Agreement](http://www.sec.gov/Archives/edgar/data/1071739/000107173908000034/exhibit103.htm) | | | | | | | | | | | | 10-Q | | | | | | October 28, 2008 | | | | | | 10.3 | | |

| 10.10 | | | * | | | [Form of Non-statutory Stock Option Agreement [removed: (Employees)](http://www.sec.gov/Archives/edgar/data/1071739/000107173908000034/exhibit105.htm)] [added: (Employees) #1](https://www.sec.gov/Archives/edgar/data/1071739/000107173921000039/a2020123110-kexhibit1011.htm)] | | | | | | | | | | | | [removed: 10-Q] [added: 10-K] | | | | | | [removed: October 28, 2008] [added: February 22, 2021] | | | | | | [removed: 10.5] [added: 10.11] | | |

| 10.11 | | | * | | | [Form of Non-statutory Stock Option Agreement (Employees) [removed: #2](https://www.sec.gov/Archives/edgar/data/1071739/000107173921000039/a2020123110-kexhibit1011.htm)] [added: #2](https://www.sec.gov/Archives/edgar/data/1071739/000107173922000071/a2021123110-kexhibit1012.htm)] | | | | | | | | | | | | 10-K | | | | | | February 22, [removed: 2021] [added: 2022] | | | | | | [removed: 10.11] [added: 10.12] | | |

| 10.12 | | | * | | | [Form of Non-statutory Stock Option Agreement [removed: (Employees) #3](https://www.sec.gov/Archives/edgar/data/1071739/000107173922000071/a2021123110-kexhibit1012.htm)] [added: (Directors)](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit1013.htm)] | | | | | | | | | | | | 10-K | | | | | | February [removed: 22, 2022] [added: 21, 2023] | | | | | | [removed: 10.12] [added: 10.13] | | |

| 10.13 | | | * | | | [Form of [removed: Non-statutory] [added: Restricted] Stock [removed: Option] Agreement [removed: (Directors)](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit1013.htm)] [added: (Directors) #1](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit1014.htm)] | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: February 21, 2023] | | | | | | [added: 10.14] | | |

| 10.14 | | | * | | | [Form of Restricted Stock Agreement [removed: (Directors)](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit1014.htm)] [added: (Directors) #2](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000183/a2023063010-qexhibit101.htm)] | | | | | | [removed: X] | | | | | | [added: 10-Q] | | | | | | [added: July 28, 2023] | | | | | | [added: 10.1] | | |

| [removed: 10.17] [added: 10.19] | | | * | | | [Form of Performance Based Restricted Stock Unit Agreement #1](http://www.sec.gov/Archives/edgar/data/1071739/000107173917000018/exhibit1023.htm) | | | | | | | | | | | | 10-K | | | | | | February 21, 2017 | | | | | | 10.23 | | |

| [removed: 10.18] [added: 10.20] | | | * | | | [Form of Performance Based Restricted Stock Unit Agreement #2](https://www.sec.gov/Archives/edgar/data/1071739/000107173920000281/a20201215-exhibit102.htm) | | | | | | | | | | | | 8-K | | | | | | December 21, 2020 | | | | | | 10.2 | | |

| [removed: 10.19] [added: 10.22] | | | * | | | [Form of Long-Term Incentive Plan Agreement](https://www.sec.gov/Archives/edgar/data/1071739/000107173920000281/a20201215-exhibit103.htm) | | | | | | | | | | | | 8-K | | | | | | December 21, 2020 | | | | | | 10.3 | | |

| [removed: 10.20] [added: 10.23] | | | | | | [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: 10.22] [added: 10.24] | | | * | | | [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 | | |

| [removed: 10.22a] [added: 10.27] | | | * | | | [removed: [Amendment of Executive] [added: [Executive] Employment Agreement between Centene Corporation and [removed: Sarah M. London,] [added: James E. Murray,] dated February 20, [removed: 2023](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit1022a.htm)] [added: 2023](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit1025.htm)] | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: February 21, 2023] | | | | | | [added: 10.25] | | |

| [removed: 10.23] [added: 10.25] | | | * | | | [Executive Employment Agreement between Centene Corporation and Andrew Asher, dated April 28, 2022](https://www.sec.gov/Archives/edgar/data/1071739/000107173922000286/a2022063010-qexhibit103.htm) | | | | | | | | | | | | 10-Q | | | | | | July 26, 2022 | | | | | | 10.3 | | |

| [removed: 10.24] [added: 10.29] | | | * | | | [removed: [Executive Employment] [added: [Transition Services] Agreement between Centene Corporation and Kenneth [removed: Fasola,] [added: Burdick,] dated February [removed: 20, 2023](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit1024.htm)] [added: 21, 2020](https://www.sec.gov/Archives/edgar/data/1071739/000107173921000039/a2020123110-kexhibit1025.htm)] | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: February 22, 2021] | | | | | | [added: 10.25] | | |