Item 15. Exhibits and Financial Statement Schedules

28K characters. Original on sec.gov · Markdown

Item 15. Exhibits and Financial Statement Schedules

(a)Financial Statements and Schedules

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

  1. Financial Statements:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2023 and 2022

Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021

Consolidated Statements of Comprehensive Earnings (Loss) for the years ended December 31, 2023, 2022 and 2021

Consolidated Statements of Stockholders' Equity for the years ended December 31, 2023, 2022 and 2021

Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021

Notes to Consolidated Financial Statements

  1. Financial Statement Schedules:

None.

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

Table of Contents

EXHIBIT INDEX

INCORPORATED BY REFERENCE
EXHIBIT NUMBERDESCRIPTIONFILED WITH THIS FORM 10-KFORMFILING DATE WITH SECEXHIBIT NUMBER
3.1Amended and Restated Certificate of Incorporation of Centene Corporation, dated September 27, 20228-KSeptember 30, 20223.1
3.2Amended and Restated By-laws of Centene Corporation, dated December 8, 20238-KDecember 13, 20233.1
4.1Description of Securities of the CompanyX
4.2Indenture, dated as of December 6, 2019, by and between Centene Corporation, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the Company's 4.25% Senior Notes due 2027 (including the Form of Global Note attached thereto)8-KDecember 6, 20194.2
4.3Indenture, dated as of December 6, 2019, by and between Centene Corporation, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the Company's 4.625% Senior Notes due 2029 (including the Form of Global Note attached thereto)8-KDecember 6, 20194.3
4.4Indenture, dated as of February 13, 2020, by and between Centene Corporation, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the Company's 3.375% Senior Notes due 2030 (including the Form of Global Note attached thereto)8-KFebruary 13, 20204.1
4.5Base Indenture, dated as of October 7, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee8-KOctober 7, 20204.1
4.6First Supplemental Indenture, dated as of October 7, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee8-KOctober 7, 20204.2
4.7Second Supplemental Indenture, dated as of February 17, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee8-KFebruary 17, 20214.2
4.8Third Supplemental Indenture, dated as of July 1, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee8-KJuly 1, 20214.2
4.9Fourth Supplemental Indenture, dated as of August 12, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee8-KAugust 12, 20214.4
10.1*2002 Employee Stock Purchase Plan, As Amended and Restated10-QJuly 23, 201910.1
10.2*Amendment No.1 to the 2002 Employee Stock Purchase Plan, As Amended and RestatedS-8May 22, 20204.2
10.3*Centene Corporation 2012 Stock Incentive Plan, as amended8-KApril 30, 202110.1
10.4*Amended and Restated Non-Employee Directors Deferred Stock Compensation Plan10-QJuly 28, 201510.1
10.5*Amended and Restated Voluntary Nonqualified Deferred Compensation PlanX
10.6*Centene Corporation 2007 Long-Term Incentive Plan, as Amended10-KFebruary 22, 202110.6
10.7*Centene Corporation Short-Term Executive Compensation Plan10-KFebruary 22, 201110.12

Table of Contents

10.8*Form of Executive Severance and Change in Control Agreement10-QOctober 28, 200810.3
10.8a*Amendment No. 1 of Form of Executive Severance and Change in Control Agreement10-QOctober 23, 201210.3
10.8b*Amendment No. 2 of Form of Executive Severance and Change in Control Agreement10-QApril 28, 201510.1
10.9*Executive Severance and Change in Control PlanX
10.10*Form of Non-statutory Stock Option Agreement (Employees) #110-KFebruary 22, 202110.11
10.11*Form of Non-statutory Stock Option Agreement (Employees) #210-KFebruary 22, 202210.12
10.12*Form of Non-statutory Stock Option Agreement (Directors)10-KFebruary 21, 202310.13
10.13*Form of Restricted Stock Agreement (Directors) #110-KFebruary 21, 202310.14
10.14*Form of Restricted Stock Agreement (Directors) #210-QJuly 28, 202310.1
10.15*Form of Restricted Stock Unit Agreement #110-KFebruary 21, 201710.20
10.16*Form of Restricted Stock Unit Agreement #28-KDecember 21, 202010.1
10.17*Form of Restricted Stock Unit Agreement #310-QApril 25, 202310.1
10.18*Form of Restricted Stock Unit Agreement #410-QApril 25, 202310.2
10.19*Form of Performance Based Restricted Stock Unit Agreement #110-KFebruary 21, 201710.23
10.20*Form of Performance Based Restricted Stock Unit Agreement #28-KDecember 21, 202010.2
10.21*Form of Performance Based Restricted Stock Unit Agreement #310-QApril 25, 202310.3
10.22*Form of Long-Term Incentive Plan Agreement8-KDecember 21, 202010.3
10.23Fourth Amended and Restated Credit Agreement, dated as of August 16, 2021, among the Company, Wells Fargo Bank, National Association, as administrative agent, and the lenders and other parties thereto8-KAugust 18, 20211.1
10.23aFirst Amendment to the Fourth Amended and Restated Credit Agreement, dated as of May 31, 2023, by and among Centene Corporation, the several banks and other financial institutions party thereto, and Wells Fargo Bank, National Association, as the administrative agent.8-KJune 6, 202310.1
10.24*Executive Employment Agreement between Centene Corporation and Sarah M. London, dated April 27, 202210-QJuly 26, 202210.1
10.24a*Amendment of Executive Employment Agreement between Centene Corporation and Sarah M. London, dated February 20, 202310-KFebruary 21, 202310.22a
10.25*Executive Employment Agreement between Centene Corporation and Andrew Asher, dated April 28, 202210-QJuly 26, 202210.3
10.25a*Amendment of Executive Employment Agreement between Centene Corporation and Andrew Asher, dated February 20, 202310-KFebruary 21, 202310.23a
10.26*Executive Employment Agreement between Centene Corporation and Kenneth Fasola, dated February 20, 202310-KFebruary 21, 202310.24
10.27*Executive Employment Agreement between Centene Corporation and James E. Murray, dated February 20, 202310-KFebruary 21, 202310.25

Table of Contents

10.28*Executive Employment Agreement between Centene Corporation and Brent Layton, dated April 27, 202210-QJuly 26, 202210.2
10.28a*Amendment of Executive Employment Agreement between Centene Corporation and Brent Layton dated December 13, 20228-KDecember 14, 202210.1
10.29*Transition Services Agreement between Centene Corporation and Kenneth Burdick, dated February 21, 202010-KFebruary 22, 202110.25
10.30*Executive Officer Cash Severance Policy10-KFebruary 21, 202310.31
10.31*Executive Restricted Covenant AgreementX
21List of subsidiariesX
23Consent of Independent Registered Public Accounting Firm incorporated by reference in each prospectus constituting part of the Registration Statements on Form S-8 (File Numbers 333-261993, 333-255735, 333-238597, 333-236036, 333-217634, 333-210376, 333-197737, 333-180976, and 333-90976)X
31.1Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer)X
31.2Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer)X
32.1#Certification Pursuant to 18 U.S.C. Section 1350 (Chief Executive Officer)X
32.2#Certification Pursuant to 18 U.S.C. Section 1350 (Chief Financial Officer)X
97Centene Corporation Clawback PolicyX
101The following materials from the Centene Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2023, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Earnings (Loss), (iv) the Consolidated Statements of Stockholders' Equity, (v) the Consolidated Statements of Cash Flows and (vi) related notes.X
104Cover Page Interactive Data File (embedded within the Inline XBRL document)X
* Indicates a management contract or compensatory plan or arrangement.
# This certification is deemed not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Table of Contents

Previous: Item 14. Principal Accountant Fees and Services · Next: Item 16. Form 10-K Summary