Centene (CNC) 10-K risk factor changes: FY2024 vs FY2023

Also, member behavior could continue to be influenced by the uncertainty surrounding the ACA, including potential [removed: further legal challenges] [added: changes in premium subsidies, including due] to [removed: the ACA or potential] changes in [added: the eligibility or amount of enhanced advance] premium [removed: subsidies.][added: tax credits for Marketplace products.]

For example, we have established a premium deficiency reserve in connection with the [removed: 2024] [added: 2025] Medicare Advantage business as of December 31, [removed: 2023.][added: 2024.]

As of [removed: October 2023,] [added: December 2024,] approximately [removed: 87%] [added: 55%] of [added: our Medicare Advantage] membership was associated with contracts rated [removed: 3.0] [added: 3.5] stars or better.

[removed: Despite] [added: Star ratings are subject to change annually by CMS, and despite] our operational efforts to improve our Star ratings, there can be no assurances that we will be successful in maintaining or improving our Star ratings in future [removed: years.][added: years, which could negatively impact our quality bonus and rebates.]

The attractiveness of our Medicare Advantage plans may be reduced if we are unable to maintain or improve these ratings, [removed: or] if there are changes to the ratings system that make achieving and maintaining ratings of 3.0 stars or higher more [removed: difficult.][added: difficult, or if our performance does not improve compared to our competitors.]

As a result of [removed: these changes,] [added: the Medicare Advantage 2025 rates] and our [removed: 2024] [added: 2025] Medicare Advantage bid design and membership projections, we have established a premium deficiency reserve in connection with the [removed: 2024] [added: 2025] Medicare Advantage business as of December 31, [removed: 2023.][added: 2024.]

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

In addition, [removed: proposed] [added: new] CMS regulations [removed: may] [added: will] require beneficiaries dually enrolled in Medicare and Medicaid to receive integrated care through Medicare Advantage [removed: D-SNPs,] [added: D-SNPs beginning in 2030, with restrictions beginning in 2027,] which may restrict our product offerings in some geographic service areas.

As a result of the variability of certain factors that determine estimates for risk-adjusted premiums, including plan risk [removed: scores,] [added: scores and competitor positioning,] the actual amount of retroactive payments could be materially more or less than our estimates.

The data provided to our government customers to determine the risk score [removed: are] [added: is] subject to audit by them even after the annual settlements occur.

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

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 affected by our members' acuity relative to the membership acuity of other 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 [removed: participants.][added: insurers.]

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 [removed: design] [added: design, including due to changes to the eligibility] or [added: amount of the enhanced advanced premium tax credits and the timing of those changes, additional program integrity initiatives that have the effect of reducing membership or] changes in the financial incentives of individuals, brokers and competitors to participate in such products may make pricing difficult to predict.

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 [removed: channels] [added: channels, additional program integrity initiatives that have the effect of reducing membership] and the entry and exit of other competitors in the markets.

For example, as part of the normal course of business, several of our Medicaid contracts are up for reprocurement in [removed: 2024] [added: 2025] (for contracts largely commencing in [removed: 2025), including but not limited to Florida, Georgia, a portion of our business in Texas and Michigan.][added: 2026).]

For additional information, see Note [removed: 17.][added: 6.]

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

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

Our [removed: 2024] [added: 2025] PDP bids resulted in [removed: 30] [added: 33] of the 34 CMS regions [removed: in] [added: for] which we were below the benchmarks and [removed: 4 regions in] [added: one region for] which we were [removed: within] [added: above] the [removed: de minimis range, largely consistent with our 2023 PDP bids.][added: benchmark.]

As of January 1, [removed: 2024,] [added: 2025,] we experienced an increase [removed: of 1.7] [added: to over 7.5] million PDP members compared to [added: 6.9 million in] December [removed: 2023,] [added: 2024,] due to our [removed: 2024] [added: 2025] bid positioning.

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

Under [added: the] 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 [removed: out of pocket] [added: 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).

- continuing consolidation among physicians, hospitals and other health care providers, as well as changes in the organizational structures chosen by physicians, hospitals and health care providers; [removed: and]

- new market entrants, including those not traditionally in the health service [removed: industry.][added: industry; and]

If our [added: third-party] 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.

We are subject to risks associated with outsourcing services and functions to [removed: third parties.][added: third-party vendors.]

We contract with various [added: third-party] vendors to perform certain functions and services, including for PBM, medical management and other member-related services.

Our arrangements with these [removed: third parties] [added: third-party vendors] may expose us to public scrutiny, adversely affect our brand and reputation, expose us to litigation or regulatory action, and otherwise make our operations vulnerable if we fail to adequately oversee, monitor and regulate their performance or if they fail to meet their contractual obligations to us, including successfully and timely transitioning services, delivering expected cost savings, guarantees or commitments, increasing their service levels to us, or complying with applicable laws or regulations.

Any failure of these [removed: third parties'] [added: third-party vendors'] prevention, detection or control systems related to regulatory compliance, compliance with our internal policies, data security and/or cybersecurity or any incident involving the theft, misappropriation, loss or other unauthorized disclosure of, or access to, members' or other constituents' sensitive information could require us to expend significant resources to remediate any damage, interrupt our operations and adversely affect our brand and reputation and also expose us to whistleblower, class action and other litigation, other proceedings, prohibitions on marketing or active or passive enrollment of members, corrective actions, fines, sanctions and/or penalties, any of which could adversely affect our business results of operations, financial condition or cash flows.

If the [added: third-party] vendors cannot adequately perform services to us due to lack of adequate staffing, infrastructure, experience, operational maturity, funding, bankruptcy, insolvency, or other credit failure, it could have a material adverse effect on our results of operations if we are not able to contract with other service providers on a timely basis or at all.

If we are unable to maintain relationships with our provider [removed: networks,] [added: networks and timely update] our [added: provider directories, our] profitability may be materially adversely affected.

In addition, [removed: our,] our healthcare providers', our brokers' or our third-party vendors' ability to integrate and manage information systems and networks may be impaired as the result of events outside our control, including natural disasters, such as earthquakes or fires, or acts of wars, aggression or terrorism, which may include cyber-attacks or other data security incidents by terrorists or other governmental or non-governmental actors.

We may [added: also] from time to time obtain significant portions of our systems-related or other services or facilities from independent [removed: third parties,] [added: third-party vendors,] which may make our operations vulnerable if such [removed: third parties] [added: third-party vendors] fail to perform adequately.

A failure in or breach of our operational or security systems, networks or infrastructure, or those of [removed: third parties] [added: third-party vendors] 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.

Data security risks also may derive from fraud or malice on the part of our team members or [removed: third parties,] [added: third-party vendors,] or may result from human error, software bugs, server malfunctions, software or hardware failure or other technological failure.

Our operations rely on the secure transmission, storage and other processing of confidential, personal, proprietary, sensitive and other information in our computer systems and networks as well as [removed: those of third parties] [added: third-party vendors] with which we do business.

External breaches may result from, among other things, a threat actor hacking personal information for financial gain, attempting to [added: fraudulently induce our employees into disclosing usernames, passwords or other sensitive information to obtain unauthorized access to our systems, attempting to] cause harm or interruption to our operations or intending to obtain competitive information.

Internal breaches may result from, among other things, inappropriate security access to confidential information by rogue team members, consultants or third-party [removed: service providers.][added: vendors.]

Despite our best attempts to maintain adherence to data privacy and security best practices, as well as compliance with applicable laws, regulations, rules, standards and contractual requirements, our facilities, systems and networks, and those of our third-party [removed: service providers,] [added: vendors,] may be vulnerable to data privacy or security breaches, acts of vandalism or theft, malware, ransomware, social engineering attacks (including phishing attacks), denial-of-service attacks or other forms of cyber-attack, misplaced or lost data including paper or electronic media, programming and/or human errors or other similar events.

In the past, we have [removed: had] [added: experienced cyber-attacks and] data [removed: breaches] [added: breaches, and our third-party vendors have experienced cyber-attacks and security incidents,] resulting in disclosure of confidential or protected health information that have not resulted in any material financial loss or penalty to date.

In addition, as a result of the expiration of the public health emergency (PHE) due to the COVID-19 pandemic, and the resulting Medicaid redeterminations process, we have experienced a higher HBR related to the remaining members, due to the acuity profile of this membership, as well as the gaps in eligibility for certain members who have rejoined the Medicaid plans.

While we continue to work with our state partners to match rates to acuity post-redeterminations, such rate adjustments may be delayed or insufficient to offset the increased acuity.

In addition, our Medicare Advantage and PDP contracts may be terminated by CMS if our Medicare Advantage contracts receive Star ratings of below 3.0 stars for three consecutive years.

For example, two of our Medicare Advantage contracts received notice of termination for plan year 2025.

For calendar year 2025, CMS again applied a negative rate adjustment for risk model revisions and fee for service normalization.

In addition, CMS regulations will require beneficiaries dually enrolled in Medicare and in a Medicaid managed care plan to receive integrated care through the Medicaid company's Medicare Advantage D-SNPs beginning in 2030, with certain restrictions beginning in 2027, which may restrict our product offerings in some geographic service areas.

However, some states have already moved or are planning to exclusively align dual-eligible enrollment under an aligned D-SNP before this timeframe.

For example, the Department of Defense did not award the West region TRICARE Managed Care Support Contract commencing in 2025 to Health Net Federal Services, and the contract ended as of December 31, 2024.

In addition, as part of the normal course of business, several of our Medicaid contracts are up for reprocurement in 2025 (for contracts largely commencing in 2026).

The IRA also offers Part D enrollees the option to defer payment of out-of-pocket prescription drug costs across monthly payments throughout the benefit year instead of to the pharmacy at the point of sale under the Medicare Prescription Payment Plan (M3P).

This change may lead to increased bad debt exposure along with potential challenges with collecting deductibles and other cost-sharing amounts from beneficiaries.

The change may also lead to estimation uncertainty as we develop our experience with the M3P.

Due to the uncertainty of the new Part D pricing structure, Centene has elected into the Part D Premium Stabilization Demonstration program, which subsidizes member premiums and provides additional protection through the risk corridor in the event of unforeseen losses, but such election may not be sufficient to offset the uncertainty or risks relating to our experience with M3P as well as the increased risk exposure.

- innovations in technology in the health service industry, including the use of artificial intelligence and machine learning.

In addition, we are subject to certain state and federal regulations and contractual provisions regarding provider directory accuracy.

If we cannot comply with such accuracy requirements or other contractual operational requirements, we may be subject to regulatory audits and investigations, litigation and otherwise suffer competitive harm, which could have a material adverse impact on our business reputation, financial condition, cash flows or results of operations.

Further, as connectivity of technology advances, artificial intelligence and business processes supported by large language models that are used by us, our healthcare providers, our brokers, or our third-party vendors may not operate as expected or may give rise to risks related to accuracy, bias, discrimination, intellectual property infringement, cybersecurity and data privacy, among others.

The development and use of artificial intelligence technologies is still in its early stages, and as a result it is not possible to predict all of the risks and potentially unintended consequences related to the use of artificial intelligence by us, our health care providers, our brokers or our third-party vendors.

In addition, the rapid evolution and increased adoption of artificial intelligence technologies may intensify these risks by making such security breaches more difficult to detect, contain or mitigate.

For example, in 2024, Change Healthcare, Inc. experienced a cybersecurity incident that disrupted its ability to provide services, impacting payers, providers and pharmacies nationwide, including Centene and some of its subsidiaries.

For example, hardware, software, and other applications and updates procured from service providers may contain defects that have and may in the future unexpectedly restrict or prevent access to or interfere with the proper operation of our information systems and hardware.

*Property, Software and Equipment*, Note 7.

*Goodwill and Intangible Assets,* and Note 11.

If eligibility for the enhanced advance premium tax credit for Marketplace members expires without renewal or the eligibility for the credit is modified or delayed, our results of operations, financial condition, and cash flows could be materially and adversely affected.

Submissions of the product design and pricing for the Marketplace product for the following calendar year is generally due to our state regulators in the summer.

If the modifications or renewal of the credit is not known at that time, we may not be able to price our products appropriately or be able to change our product pricing or strategy in response to such modifications, which could materially adversely impact our Marketplace membership, financial condition and cash flows.

In addition, as a result of the expiration of the PHE due to the COVID-19 pandemic, and the resulting Medicaid redeterminations process, we have experienced a higher HBR related to the remaining members, due to the acuity profile of this membership, as well as the gaps in eligibility for certain members who have rejoined the Medicaid plans.

While we continue to work with our state partners to match rates to acuity post-redeterminations, such rate adjustments may be delayed or insufficient to offset the increased acuity.

In addition, states may decide to reduce reimbursement or reduce benefits.

Additional changes to the funding or eligibility criteria for these programs could materially impact our membership, revenues, financial condition and cash flows.

Further, changes in the Medicare Part D program could impact membership and cause the timing of our cash flows to be impacted, which in turn could impact the timing and level of interest income.

Negative public perception of the managed care industry, including industry practices, could adversely affect our business, operating results, cash flows and prospects.

The managed care industry in which we operate has been and may be negatively perceived by the public from time to time.

Negative publicity could come as a result of adverse media coverage, including on social media, litigation against us or other industry participants, actual or perceived shortfalls regarding our industry's or our own products or services, and actual or perceived failures to meet customer or member expectations.

Negative publicity resulting from any of these risks could adversely affect our business, our ability to attract and retain talent, our results of operations, stock price, brand, reputation, and our ability to retain our existing customers and members, and significantly change the regulatory and legislative requirements with which we must comply.

In 2023, HHS finalized transparency requirements for artificial intelligence and other predictive algorithms used in certified health information technology, such as decision support interventions.

Changes to laws and regulations regarding how we may use artificial intelligence could make it harder for us to conduct our business using artificial intelligence; require us to retrain our artificial intelligence; or prevent or limit our use of artificial intelligence.

Our use of artificial intelligence technologies could also result in additional compliance costs; regulatory investigations, actions, fines or penalties; and consumer or other lawsuits.

To the extent that we rely on or use the output of artificial intelligence, any inaccuracies, biases or errors could have unfavorable impacts on us, our business and our results of operations or financial condition.

For example, CMS regulations will require beneficiaries dually enrolled in Medicare and in a Medicaid managed care plan to receive integrated care through the Medicaid company's Medicare Advantage D-SNPs beginning in 2030, with certain restrictions beginning in 2027, which may restrict our product offerings in some geographic service areas.

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Our quality bonus and rebates may continue to be negatively impacted and our Medicare Advantage and PDP contracts may be terminated by CMS.

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.

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

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.

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) claims seeking payment for services already reimbursed, (ii) claims alleging the failure to accurately disclose the true cost of the PBM services and (iii) claims alleging inflation of dispensing fees for prescription drugs.

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

For example, in 2021, we learned that Accellion, a third-party data transfer provider with whom we contract, had a system vulnerability that resulted in unauthorized access to certain sensitive data of our customers, including protected health information, as well as unauthorized access to the data of several of Accellion's other clients.

This incident led to putative class action lawsuits that were filed against us and our subsidiaries, Health Net, LLC, Health Net of California, Inc., HNL, Health Net Community Solutions, Inc., and California Health & Wellness, and Accellion on behalf of the affected customers.

We have recorded a total of $529 million in impairment charges during the year ended December 31, 2023, which were largely attributed to recent divestitures.

For additional information, see Note 7.

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

We do not expect to fully offset the loss of this membership by increased enrollment in our Health Insurance Marketplace products.

States may decide to reduce reimbursement or reduce benefits in order for states to afford to maintain or increase eligibility levels.

In addition, reductions in defense spending could have an adverse impact on certain government programs in which we currently participate by, among other things, terminating or materially changing such programs, or by decreasing or delaying payments made under such programs.

Such negative publicity may adversely affect our stock price and damage our reputation in various markets.

For example, under the ACA, Congress authorized CMS and the states to implement managed care demonstration programs to serve dually eligible beneficiaries to improve the coordination of their care.

Participation in these demonstration programs is subject to CMS approval and the satisfaction of conditions to participation, including meeting certain performance requirements.

On November 13, 2020, CMS finalized revisions to the Medicaid managed care regulations, many of which became effective in December 2020.

While not a wholesale revision of the 2016 regulations, the November 2020 final rule adopted changes in areas including network adequacy, beneficiary protections, quality oversight and the establishment of capitation rates and payment policies.

In addition, as a result of the expansion of our businesses and operations conducted in foreign countries, we face political, economic, legal, compliance, regulatory, operational and other risks and exposures that are unique and vary by jurisdiction.

These foreign regulatory requirements with respect to, among other items, environmental, tax, licensing, intellectual property, privacy, data protection, investment, capital, management control, labor relations, and fraud and corruption regulations are different than those faced by our domestic businesses.

In addition, we are subject to U.S. laws that regulate the conduct and activities of U.S.-based businesses operating abroad, such as the FCPA, and as well as anti-bribery and anti-corruption laws in other jurisdictions (such as the U.K. Bribery Act).

Any failure to comply with laws and regulations governing our conduct outside the United States or to successfully navigate international regulatory regimes that apply to us could subject us to civil and criminal penalties and could adversely affect our ability to market our products and services, which may have a material adverse effect on our business, financial condition, and results of operations.

We historically provided PBM services and continue to provide certain pharmacy benefits administration and specialty pharmacy services.

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

These businesses are subject to federal and state laws and regulations that, among other requirements, govern the relationships of the business with pharmaceutical manufacturers, physicians, pharmacies, customers, and consumers.

For example, several states have made claims related to PBM services including among other things, (i) claims seeking payment for services already reimbursed, (ii) claims alleging the failure to accurately disclose the true cost of the PBM services, and (iii) claims alleging inflation of dispensing fees for prescription drugs.

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

Additional claims, reviews or investigations may be brought by other states, the federal 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, on other acceptable terms, or at all.

We are subject to the data privacy laws of non-U.S. jurisdictions, such as the GDPR and U.K. GDPR, which impose stringent operational requirements on both data controllers and data processors and introduces significant penalties for non-compliance.

While the GDPR and the U.K. GDPR remain substantially similar for the time being, the U.K. government has announced that it would seek to chart its own path on data protection and reform its relevant laws, including in ways that may differ from the GDPR.

Legal developments in the European Economic Area (EEA) and the U.K. also have created complexity and uncertainty regarding processing and transfers of personal data from the EEA and the U.K. to the United States and other so-called third countries outside the EEA and the U.K. that have not been determined by the relevant data protection authorities to provide an adequate level of protection for privacy rights.

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

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

The following discussion and analysis does not include certain items related to the year ended December 31, [removed: 2021,] [added: 2022,] including year-to-year comparisons between the year ended December 31, [removed: 2022] [added: 2023] and the year ended December 31, [removed: 2021.][added: 2022.]

For a comparison of our results of operations for the fiscal years ended December 31, [removed: 2022] [added: 2023] and December 31, [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] filed with the SEC on February [removed: 21, 2023.*][added: 20, 2024.*]

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

Our record of organic growth and strategic acquisitions [removed: has] [added: have] given us the size, scale and privilege of providing local high-quality and affordable health care to more than [removed: 27] [added: 28.6] million Americans.

As of December 31, [removed: 2023,] [added: 2024,] we were the largest Medicaid health insurer in the country, serving more than [removed: 14] [added: 13] million Medicaid recipients in 30 states.

We were the largest Marketplace carrier, serving [removed: 3.9] [added: 4.4] million members across [removed: 28] [added: 29] states, served [removed: 1.3] [added: 1.1] million Medicare Advantage members across [removed: 36] [added: 37] states and [removed: 4.6 million] [added: were the largest stand-alone] Medicare Prescription Drug Plan (PDP) [added: provider serving 6.9 million] members in 50 states and the District of Columbia.

[removed: Acquisitions] [added: | Acquisitions] and [removed: Divestitures][added: divestitures | | | | | | — | | | | | | — | | | | | | 105 | | |]

During 2023, we recorded a reduction to the previously reported gain [removed: 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 [removed: after-tax, related to the divestiture of our Spanish and Central European businesses.][added: after-tax.]

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

[removed: - Completed $1.6 billion] [added: In 2024, we repurchased a total] of [added: 42.0 million shares of] common stock [removed: repurchases through our] [added: for $3.0 billion under the] stock repurchase program, [removed: which were] [added: primarily] funded through divestiture proceeds and free cash flow generated from operations.

The American Rescue Plan Act (ARPA), enacted in March 2021, initially enhanced eligibility for the premium tax credit for enrollees in the Health Insurance [removed: Marketplace, which was extended through the 2025 tax year by the Inflation Reduction Act, enacted in August 2022.][added: Marketplace.]

In addition, [removed: proposed] [added: newly finalized] Centers for Medicare [removed: &] [added: and] Medicaid Services (CMS) regulations [removed: may] [added: will] require beneficiaries dually enrolled in Medicare and [added: in a] Medicaid [added: Managed Care Plan] to receive integrated care through [added: the Medicaid company's] Medicare Advantage Dual Eligible Special Needs Plans [removed: (D-SNPs), which may restrict our product offerings] [added: (D-SNPs) beginning] in [removed: some geographic service areas.][added: 2030, with certain restrictions beginning in 2027.]

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

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

We also closely monitor state legislation across our markets and are advocating for and seeing adoption of coverage expansions for Medicaid [removed: adult] populations (e.g., North Carolina), [removed: postpartum,] [added: postpartum (now in effect for 48 states, the District of Columbia and the U.S. Virgin Islands),] foster [removed: care,] [added: care] children, among others, as well as mitigating adverse legislation addressing pharmacy, prior authorization and other issues.

We have [removed: more than three] [added: four] 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 and military families.][added: organizations.]

With trends in the personalization of healthcare technology, we continue the use of data and analytics to [removed: optimize our business.][added: improve the provider and member experience.]

Our financial performance for [removed: 2023] [added: 2024] is summarized as follows:

- Year-end membership of [removed: 27.5] [added: 28.6] million, an increase of [removed: 413 thousand] [added: 1.1 million] members, or [removed: 2%] [added: 4%] over [removed: 2022.][added: 2023.]

- Total revenues of [removed: $154.0] [added: $163.1] billion, representing [removed: 7%] [added: 6%] growth year-over-year.

- Premium and service revenues of [removed: $140.1] [added: $145.5] billion, representing [removed: 3%] [added: 4%] growth year-over-year.

- HBR of [removed: 87.7%] [added: 88.3%] for [removed: 2023,] [added: 2024,] compared to 87.7% for [removed: 2022.][added: 2023.]

- SG&A expense ratio of [removed: 9.0%] [added: 8.5%] for [removed: 2023,] [added: 2024,] compared to [removed: 8.6%] [added: 9.0%] for [removed: 2022.][added: 2023.]

- Adjusted SG&A expense ratio of [removed: 8.9%] [added: 8.5%] for [removed: 2023,] [added: 2024,] compared to [removed: 8.4%] [added: 8.9%] for [removed: 2022.][added: 2023.]

- Diluted earnings per share (EPS) of [removed: $4.95] [added: $6.31] for [removed: 2023,] [added: 2024,] compared to [removed: $2.07] [added: $4.95] for [removed: 2022.][added: 2023.]

- Adjusted diluted EPS of [removed: $6.68] [added: $7.17] for [removed: 2023,] [added: 2024,] compared to [removed: $5.78] [added: $6.68] for [removed: 2022,] [added: 2023,] representing [removed: over 15%] [added: 7%] growth year-over-year.

| | | | [removed: 2023] | | | [added: 2024] | | | [removed: 2022] | | | [added: 2023] | | | [added: | | | 2022 | | |]

| GAAP diluted EPS attributable to Centene | | | $ | [removed: 4.95] [added: 6.31] | | | | | $ | [removed: 2.07] [added: 4.95] | | | | |

| Amortization of acquired intangible assets | | | 1.32 | | | | | | [removed: 1.40] [added: 1.32] | | | | | |

| Acquisition and divestiture related expenses | | | [removed: 0.13] [added: 0.16] | | | | | | [removed: 0.36] [added: 0.13] | | | | | |

| Other adjustments (1) | | | [removed: 0.85] [added: (0.22)] | | | | | | [removed: 2.65] [added: 0.85] | | | | | |

| Income tax effects of adjustments (2) | | | [removed: (0.57)] [added: (0.40)] | | | | | | [removed: (0.70)] [added: (0.57)] | | | | | |

| Adjusted [removed: Diluted] [added: diluted] EPS | | | $ | [removed: 6.68] [added: 7.17] | | | | | $ | [removed: 5.78] [added: 6.68] | | | | |

[removed: (a)] [added: (b)] 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).

[removed: In addition, the] [added: The] year ended December 31, [removed: 2023,] [added: 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.

The following items contributed to our [added: 2024] results of operations as compared to the previous year:

- In September 2023, our subsidiary, [removed: Superior HealthPlan (Superior),] [added: Superior,] commenced a [removed: new,] [added: new] six-year contract awarded by the Texas Health and Human Services Commission to continue providing youth in foster care with healthcare coverage through the STAR Health Medicaid program.

- In [removed: January 2023,] [added: October 2024,] our subsidiary, [removed: Managed] [added: Meridian] Health [removed: Services,] [added: Plan of Michigan,] commenced the contract awarded by the [removed: Indiana] [added: Michigan] Department of [removed: Administration] [added: Health and Human Services (MDHHS)] to continue serving [removed: Hoosier Healthwise and Health Indiana Plan members with Medicaid and] [added: as a] Medicaid [removed: alternative managed care and care coordination services.][added: health plan for the Comprehensive Health Care Program.]

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

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

Centene offers affordable and high-quality products to more than 1 in 15 individuals across the nation, including Medicaid and Medicare members (including Medicare Prescription Drug Plans) as well as individuals and families served by the Health Insurance Marketplace.

Consistent with our strategy, we have reduced our Medicare Advantage footprint to 32 states as of January 1, 2025.

Divestitures

During 2024, we recorded an additional gain on sale of $83 million for achievement of contingent consideration related to the sale and finalization of working capital adjustments.

In January 2024, we completed the divestiture of Circle Health Group (Circle Health) for $931 million.

Upon closing the divestiture, we settled the foreign currency swap associated with the divestiture and recorded a corresponding gain of $20 million.

In October 2024, we completed the divestiture of Collaborative Health Systems (CHS) and recognized a pre-tax gain of $17 million, or $13 million after-tax.

The enhanced eligibility extended by the Inflation Reduction Act (IRA), enacted in August 2022, expires at the end of 2025.

We continue to advocate for legislation and regulations aimed at leveraging Medicaid and the Health Insurance Marketplace to maintain health insurance coverage and affordability for consumers.

The IRA significantly changes Medicare PDPs in 2025, most notably by eliminating the coverage gap and capping members' annual out-of-pocket cost at $2,000 in order to provide more predictable and affordable prescription drug coverage for Medicare beneficiaries.

The IRA changes effective for 2025 result in a meaningful shift in cost-sharing responsibilities between members, drug companies, CMS, and PDPs and will result in a significant increase in our premiums in consideration for our PDPs responsibility for a larger portion of total Part D benefit costs.

Since March 31, 2023, redeterminations are the primary driver of our Medicaid membership decline.

While some states may still be concluding the redetermination process for certain populations of members, we anticipate that any remaining reductions will be limited as the majority of states have substantially completed their unwinding processes as of December 2024.

We continue to work with our state partners to match rates to acuity post-redeterminations.

However, some states have already moved or are planning to exclusively align dual-eligible enrollment under an aligned D-SNP before this timeframe.

2024 Highlights

- Operating cash flows of $154 million for 2024, compared to $8.1 billion for 2023.

| | | | 2024 | | | | | | 2023 | | | | | |

(a) net gain on the previously reported divestiture of Magellan Specialty Health due to the achievement of contingent consideration and finalization of working capital adjustments of $83 million, or $0.16 per share ($0.12 after-tax), net gain on the sale of property of $24 million, or $0.04 per share ($0.03 after-tax), gain on the previously reported divestiture of Circle Health of $20 million, or $0.04 per share ($0.12 after-tax), gain on the sale of CHS of $17 million, or $0.03 per share ($0.02 after-tax), Health Net Federal Services asset impairment due to the 2024 final ruling on the TRICARE Managed Care Support Contract of $14 million, or $0.03 per share ($0.02 after-tax), severance costs due to a restructuring of $13 million, or $0.02 per share ($0.01 after-tax), an additional loss on the divestiture of our Spanish and Central European businesses of $7 million, or $0.01 per share ($0.01 after-tax) and gain on the previously reported divestiture of HealthSmart due to the finalization of working capital adjustments of $7 million, or $0.01 per share ($0.01 after-tax).

In addition, the year ended December 31, 2024, includes a tax benefit of $1 million, or $0.00 per share, related to tax adjustments on previously reported divestitures.

The contract has a five-year term, with three optional one-year extensions, for a total of eight possible contract years.

- In June 2024, our subsidiary, Western Sky Community Care, concluded serving members upon the expiration of its New Mexico Medicaid managed care contract.

In Los Angeles, a portion of the membership is subcontracted.

Prior to January 2024, our California health plan previously served the state's Medicaid Managed Care population with contracts in 13 counties, including San Diego.

States have substantially completed their unwinding processes as of December 2024.

We continue to work with our state partners to match rates to acuity post-redeterminations.

- Given our strong bid positioning, Medicare PDP membership increased 50% year-over-year.

- Consistent with our strategic positioning and bid strategy, Medicare Advantage membership declined 13% year-over-year.

We anticipate that the 2025 Plan year will operate at a loss driven primarily by Star ratings; accordingly, we recorded a premium deficiency reserve of $92 million in the fourth quarter of 2024.

- In 2024, our Health Insurance Marketplace product, Ambetter Health expanded into Delaware.

- In December 2024, Health Net Federal Services concluded serving members upon the expiration of its TRICARE Managed Care Support Contract.

- In October 2024, we completed the sale of CHS, a management services organization.

- In February 2025, our subsidiary, Sunshine Health, commenced the Statewide Medicaid Managed Care program, including integrated Managed Medical Assistance, Long-Term Care services, Serious Mental Illness, Child Welfare and HIV specialty products.

The contract has a six-year term.

- In January 2025, our subsidiary, Sunflower Health Plan, commenced the contract to continue providing managed health care services through KanCare, the State of Kansas' Medicaid and Children's Health Insurance Program.

The contract has a three-year term, with two optional one-year extensions, for a total of five possible contract years.

- In November 2024, our subsidiary, Buckeye Health Plan, was selected by the Ohio Department of Medicaid to continue providing Medicare and Medicaid services for dually eligible individuals through a Fully Integrated Dual Eligible Special Needs Plan (FIDE SNP).

The three-year contract is expected to commence in January 2026.

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.

Segments Update

In the first quarter of 2023, and in conjunction with our updated strategic plan, executive leadership realignment, and corresponding 2023 divestitures, we 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 began reporting under this new segment structure in 2023.

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

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.

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

In July 2022, we divested PANTHERx Rare (PANTHERx) for $1.4 billion and recognized a gain of $490 million, or $382 million after-tax.

In January 2022, we acquired all of the issued and outstanding shares of Magellan Health, Inc. (Magellan).

Total consideration for the acquisition was $2.5 billion, consisting of $2.4 billion in cash and $60 million related to the fair value of replacement equity awards associated with pre-combination service.

Value Creation Plan

We established our Value Creation Plan to drive margin expansion by leveraging our scale and generating sustainable, profitable growth.

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

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

- Completed the divestitures of Magellan Specialty Health, Centurion, HealthSmart, our majority stake in Apixio and Operose Health.

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

- 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.

In contrast to previous executive and legislative efforts to restrict or limit certain provisions of the Affordable Care Act (ACA), legislation and regulations at the 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 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 public health emergency (PHE).

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

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.

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 enroll those transitioning coverage through redeterminations.

Although Medicaid continuous coverage requirements were decoupled from the PHE, we are working to address provisions that were tied to the end of the PHE which expired on May 11, 2023, including COVID costs related to vaccines and treatments, coverage requirements and various other payment structures.

2023 Highlights

- Operating cash flows of $8.1 billion, or 3.0 times net earnings and 2.2 times adjusted net earnings, for 2023.

2022:

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

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

We expect that these redeterminations will extend over a 14-month period, with the majority of states concluding in the second quarter of 2024.

Eligibility suspensions from the onset of the PHE drove increased membership through March 2023 followed by decreases beginning in April through the end of 2023.

- In January 2023, our subsidiary, Delaware First Health, commenced its new contract for the statewide Medicaid managed care programs.

As of December 31, [removed: 2023,] [added: 2024,] we had short-term investments of [removed: $2.4] [added: $2.6] billion and long-term investments of [removed: $17.7] [added: $18.8] billion, including restricted deposits of $1.4 billion.

Assuming a hypothetical and immediate 1% increase in market interest rates at December 31, [removed: 2023,] [added: 2024,] the fair value of our fixed income investments would decrease by approximately [removed: $630] [added: $665] million.

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.

We do not hold or issue any derivative instruments for trading or speculative purposes.

The foreign currency swap settled in January 2024 in conjunction with the closing of the Circle Health divestiture.

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

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

During [removed: 2023,] [added: 2024,] we operated in four segments: Medicaid, Medicare, Commercial and Other.

- Other - includes our pharmacy operations, Envolve Benefit Options' vision and dental services, clinical healthcare, behavioral health, [removed: international operations] [added: the TRICARE program,] and corporate management companies, among others.

For the year ended December 31, [removed: 2023,] [added: 2024,] our Medicaid, Medicare, Commercial and Other segments accounted for [removed: 66%,] [added: 62%,] 14%, [removed: 16%] [added: 21%] and [removed: 4%,] [added: 3%,] respectively, of our total external revenues.

Our membership totaled [removed: 27.5] [added: 28.6] million as of December 31, [removed: 2023.][added: 2024.]

For the year ended December 31, [removed: 2023,] [added: 2024,] our total revenues and net earnings attributable to Centene were [removed: $154.0] [added: $163.1] billion and [removed: $2.7] [added: $3.3] billion, respectively, and our total cash flow from operations was [removed: $8.1 billion.][added: $154 million.]

- The [removed: Temporary Assistance for Needy Families (TANF)] [added: TANF] program covers low-income families with children.

- Medicaid Expansion covers all individuals under age 65 with incomes up to 138% of the federal poverty level, subject to each [removed: states'] [added: state's] election.

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

- [removed: The Children's Health Insurance Program (CHIP)] [added: CHIP] helps to expand coverage primarily to children whose families earn too much to qualify for Medicaid, yet not enough to afford private health insurance.

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

According to [removed: the] CMS, there were [removed: approximately 12.4] [added: more than 12] million dual-eligible enrollees in [removed: 2022.][added: 2023.]

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

[removed: Rather,] [added: When] they [removed: have sought] [added: do seek care, it is typically fragmented and not coordinated such as seeking] healthcare in hospital emergency departments, which is typically more expensive.

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

CMS estimates the total Medicaid program will grow from [removed: $787] [added: $877] billion in [removed: 2022] [added: 2023] to $1.2 trillion by [removed: 2031.][added: 2030.]

[removed: Medicaid] [added: Medicare] spending is estimated to have increased [removed: by 4%] [added: 6%] in [removed: 2023] [added: fiscal 2024] and is projected to increase at an average annual rate of [removed: 5%] [added: 7%] between [removed: 2022] [added: 2023] and [removed: 2031.][added: 2030.]

We are the largest Medicaid health insurer in the country, serving [removed: more than 14] [added: 13] million Medicaid recipients in 30 states as of December 31, [removed: 2023.][added: 2024.]

Our Medicaid contracts with [removed: each of] the states of [removed: New York,] Florida and [removed: California] [added: New York] accounted for approximately 10% or more of our consolidated Medicaid premium revenues individually in the year ended December 31, [removed: 2023.][added: 2024.]

[removed: As] [added: Typically, 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.

The Congressional Budget Office estimates the total Medicare market will grow from [removed: $973 billion] [added: $1.0 trillion] in [removed: 2022] [added: 2023] to [removed: $2.1] [added: $1.6] trillion by [removed: 2033.][added: 2030.]

[removed: Medicare] [added: Medicaid] spending is [removed: estimated to have increased 8% in fiscal 2023 and is] projected to increase at an average annual rate of [removed: 7%] [added: 5%] between [removed: 2022] [added: 2023] and [removed: 2033.][added: 2030.]

As of December 31, [removed: 2023,] [added: 2024,] we served [removed: 1.3] [added: 1.1] million Medicare Advantage members across [removed: 36] [added: 37] states, primarily under the brand name Wellcare, with the highest concentration of lower-income, complex members compared to our [removed: competitors.][added: peers.]

The Medicare Part D prescription drug benefit is supported by risk sharing with the federal government through risk corridors designed to limit the losses and gains of the participating drug plans and by providing [added: a portion of] reinsurance for catastrophic drug costs.

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

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

We are the largest Marketplace carrier, serving [removed: 3.9] [added: 4.4] million members across [removed: 28] [added: 29] states as of December 31, [removed: 2023,] [added: 2024,] under the brand name Ambetter Health.

We [removed: also] offer commercial health insurance products to individuals through [added: the ACA Health Insurance Marketplace, and through] large and small employer groups.

[removed: We offer] [added: These] plans [removed: with] [added: offer] differing benefit designs and varying levels of co-payments at different premium rates.

These plans [removed: are offered generally] [added: facilitate access to healthcare services for our members] through [added: network] contracts with [removed: participating network] physicians, hospitals and other providers.

Coverage typically is subject to copays and can [added: also] be subject to deductibles and coinsurance.

[removed: *•Specialty] [added: - *Specialty] Pharmacy.* AcariaHealth offers comprehensive [removed: specialized] [added: specialty] pharmacy [removed: benefit and care management] services [added: customized] for complex [removed: diseases by enhancing the] [added: and chronic conditions through enhanced] patient care [removed: offering through collaboration] [added: offerings and collaborative partnerships] with providers [removed: and the capture of relevant data] to [removed: measure] [added: optimize] patient outcomes.

[removed: *•Behavioral] [added: - *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.

Our vision benefit program administers routine and [removed: medical] surgical eye care benefits through a contracted national network of eye care providers.

[removed: *•Clinical] [added: - *Clinical] Healthcare.* Community Medical Group (CMG) provides clinical healthcare, encompassing primary care, access to certain specialty services and a suite of social and other support services.

[removed: *•Federal] [added: - *Federal] Services.* Health Net Federal Services [removed: has] [added: had] a Managed Support Contract in the West Region for the Department of Defense (DoD) TRICARE program.

We [removed: provide] [added: provided] administrative services to Military Health System eligible beneficiaries, which [removed: includes] [added: included] eligible active duty service members and their families, retired service members and their families, survivors of retired service members and qualified former spouses.

Our [removed: current] contract for health care delivery services [removed: concludes] [added: concluded] at the end of 2024.

[removed: *•Corporate] [added: - *Corporate] Management Company.* Each of our health plans contracts with our [removed: 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.

[removed: The] [added: Since our founding more than 40] years [added: ago,] we have [removed: spent forging] [added: forged] new [removed: paths,] [added: paths] developing innovative solutions and addressing the evolving needs of our [removed: members has earned] [added: members, earning] Centene an important seat at the table and a powerful voice to shape the conversation at the state and federal level.

Centene is a leading healthcare enterprise that is committed to helping people live healthier lives.

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

Centene offers affordable and high-quality products to more than 1 in 15 individuals across the nation, including Medicaid and Medicare members (including Medicare Prescription Drug Plans) as well as individuals and families served by the Health Insurance Marketplace.

Additionally, approximately 40% of Medicaid spend in 2023 was in Medicaid fee-for-service.

Consistent with our strategy, we have reduced our Medicare Advantage footprint to 32 states as of January 1, 2025.

*Dual-Eligible Alignment*

Recently finalized CMS regulations are promoting greater alignment and integration for dual-eligible members across both programs, whereby full dual beneficiaries would be enrolled under the same company's Medicaid and Medicare plan, improving the quality of care and overall member experience.

With over 70% of the approximately 12 million fully-eligible duals population not in fully-integrated coverage arrangements, we see significant opportunity to advance care management, improve member engagement and improve the affordability of healthcare through this process.

D-SNPs offer various levels of integration of benefits, care coordination (e.g., care management), and processes (e.g., appeals and grievances, claims, materials) depending on the plan type.

Fully Integrated Dual Eligible (FIDE) plans provide Medicaid and Medicare benefits, including LTSS and/or behavior health through one plan under one legal entity.

Highly Integrated Dual Eligible (HIDE) plans can offer Medicaid and Medicare benefits from different plans under different legal entities owned by the same parent organization.

These HIDE plans have some differences in the Medicaid benefit offering requirements compared to FIDE plans.

Lastly, Coordination-Only Dual Eligible plans can coordinate care with Medicaid fee-for-service or Medicaid MCOs from different parent organizations and in some states can also serve partial dual-eligibles who do not receive full Medicaid benefits.

Accordingly, we have been refining our Medicare footprint to overlap more closely with our Medicaid presence to provide D-SNP offerings that support alignment.

Newly finalized CMS regulations will require beneficiaries dually enrolled in Medicare and in a Medicaid managed care plan to receive integrated care through the Medicaid company's Medicare Advantage D-SNPs beginning in 2030, with certain restrictions beginning in 2027.

We believe we are positioned well given our overlapping Medicaid and Medicare Advantage footprints and we will continue to place enterprise-level focus on the D-SNP opportunity to drive long-term growth.

Our 2025 PDP bids resulted in 33 of the 34 CMS regions for which we were below the benchmarks and one region for which we were above the benchmark, compared to 30 of 34 CMS regions for which we were below the benchmark for the 2024 PDP bids.

The Inflation Reduction Act (IRA) significantly changes Medicare PDPs in 2025, most notably by eliminating the coverage gap and capping members' annual out-of-pocket cost at $2,000 in order to provide more predictable and affordable prescription drug coverage for Medicare beneficiaries.

The IRA changes effective for 2025 result in a meaningful shift in cost-sharing responsibilities between members, drug companies, CMS, and PDPs and will result in a significant increase in our premiums in consideration for our PDPs responsibility for a larger portion of total Part D benefit costs.

We served 6.9 million members as of December 31, 2024, the country's largest PDP carrier.

We began providing PDP coverage in 2006 and offer stand-alone PDPs in 50 states and the District of Columbia with a priority on plans that offer low premiums, deductibles, and cost sharing.

We see an opportunity for market disruption of employer-sponsored insurance through Individual Coverage Health Reimbursement Arrangements (ICHRAs).

An ICHRA allows employers of all sizes to directly reimburse employees for individual health insurance premiums and qualifying medical expenses tax free in lieu of traditional employer-sponsored health insurance.

The ICHRA model relies heavily on off-exchange, individual health insurance coverage as the most efficient way to use the funds.

These off-exchange plans often mimic employer-provided coverage in benefit design.

They are designed to provide comprehensive, consistent coverage and benefits that meet members' needs.

Using an ICHRA allows employees to tap into a more competitive health plan marketplace and a larger risk pool, creating stronger potential for lower, more stable premiums.

At the same time, this approach allows employees to find products that better fit their needs.

Given the full commercial group market covers over 170 million, we see a significant addressable market over the long term.

We have launched plans designed to attract ICHRA membership in off-exchange plans in 6 states in 2025.

- *Focus and Experience*.

Centene was established as a Medicaid company, anchored around long-lasting, trusted relationships, with a continual focus on low-income populations.

As states increasingly move to integrate care for individuals who are dually eligible for both Medicaid and Medicare, our expertise uniquely positions us to serve this population of more than 12 million beneficiaries nationwide.

We are positioned at the nexus of affordability and choice, ready to meet the needs of consumers who increasingly seek innovative products like ICHRAs.

- *Local Approach*.

For example, we entered into a partnership with the National Association of Community Health Centers to enhance value-based care adoption, further strengthening Community Health Centers' ability to deliver high-quality, patient-centered care and improve maternal child health outcomes.

- *People.* Through an intentional focus on building a One CenTeam culture, we have elevated and unleashed the power of 60,500 team members who uniquely understand how to serve our members and are committed to our mission of transforming the health of the communities we serve, one person at a time.

We also build robust networks of mental health providers, such as psychiatrists, social workers, substance abuse disorder facilities, and inpatient behavioral health facilities.

Before granting a contract, state and federal government agencies consider many competitive factors, including but not limited to, quality of care, access to care through comprehensive provider networks, reducing administrative burden for providers and members, financial condition, stability and resources, previous experience and performance and local investments and offerings.

Our contract for health care delivery services through the TRICARE program concluded at the end of 2024.

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

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

We offer stand-alone PDPs in 50 states and the District of Columbia, serving 4.6 million members as of December 31, 2023.

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

- *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.

- *Local Where It Matters*.

For example, we are steadily increasing the number of our members in value-based arrangements in all three lines of business, which lead to a better experience for our providers and higher quality care for our members.

This experience has led to sole source foster care contracts in Florida, Illinois, Missouri, Oklahoma, Texas and Washington.

This is provided through our suite of technology platforms.

Before granting a contract, state and federal government agencies consider many competitive factors.

These factors include quality of care, financial condition, stability and resources, local investments and offerings and established or scalable infrastructure with a demonstrated ability to deliver services and establish comprehensive provider networks.

In addition, as a result of our international operations, we are subject to the U.S. Foreign Corrupt Practices Act (FCPA) and similar worldwide anti-corruption laws, including the U.K. Bribery Act of 2010, which generally prohibit companies and their intermediaries from making improper payments to non-U.S. officials for the purpose of obtaining or retaining business.

As the pace of change and complexity in the broader environment accelerates, we continue our strong investment in creating a mission-driven culture.

Circle Health, divested in January 2024, had approximately 8,300 team members at December 31, 2023.

Workforce Culture and Benefits

We maintain the health and well-being of our team members as one of the main driving factors of business decisions.

We have adopted a modern work environment.

Our compensation and benefits programs are market competitive and designed to attract and retain talent.

We leverage a continuous listening approach with our team members, actively soliciting their perspective on our culture and their experiences and engagement.

This feedback allows us to attract and retain our mission-driven workforce.

Diversity, Equity and Inclusion

We believe that a diverse workforce and an equitable, inclusive environment is critical to achieving our mission and advancing high performing teams.

Our commitment to diversity, equity and inclusion is foundational to our strategy.

To promote engagement, inclusiveness and strong connections between team members across the organization, we have a wide range of Employee Inclusion Groups (EIGs).

These voluntary, employee-led groups provide professional connections and leadership opportunities for all team members including military veterans and their families, individuals with disabilities and caregivers of individuals with disabilities, women, LGBTQIA+, multicultural team members and intergenerational team members.

Today, there are over 23,000 team members participating in our EIGs.

| Kenneth J. Fasola | | | | | | 64 | | | | | | President | | |

*Kenneth J.

Fasola*.

Mr. Fasola has served as our President since December 2022.

From January 2022 to December 2022, he served as Executive Vice President, Health Care Enterprises.

Mr. Fasola joined Centene upon the acquisition of Magellan Health in January 2022, where he served as the Chief Executive Officer since November 2019.

From April 2019 to November 2019, he served as Chief Growth Officer of Ancillary and Individual Health Services at United Healthcare.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

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: 2023,] [added: 2024,] was [removed: $36.8] [added: $34.9] billion.

As of February [removed: 16, 2024,] [added: 14, 2025,] the registrant had [removed: 534,863] [added: 496,044] thousand shares of common stock issued and outstanding.

Portions of the Proxy Statement for the registrant's [removed: 2024] [added: 2025] annual meeting of stockholders are incorporated by reference in Part III, Items 10, 11, 12, 13 and 14.

| Item 1. | | | | | | [removed: [Business](#i5a398d1ffc714cf6b3eada4b90cee57f_22)] [added: [Business](#i0a57242b1e6c4df692c5ad19ad95b449_22)] | | | [removed: [1](#i5a398d1ffc714cf6b3eada4b90cee57f_22)] [added: [1](#i0a57242b1e6c4df692c5ad19ad95b449_22)] | | |

| Item 1A. | | | | | | [Risk [removed: Factors](#i5a398d1ffc714cf6b3eada4b90cee57f_25)] [added: Factors](#i0a57242b1e6c4df692c5ad19ad95b449_25)] | | | [removed: [18](#i5a398d1ffc714cf6b3eada4b90cee57f_25)] [added: [18](#i0a57242b1e6c4df692c5ad19ad95b449_25)] | | |

| Item 1B. | | | | | | [Unresolved Staff [removed: Comments](#i5a398d1ffc714cf6b3eada4b90cee57f_28)] [added: Comments](#i0a57242b1e6c4df692c5ad19ad95b449_28)] | | | [removed: [36](#i5a398d1ffc714cf6b3eada4b90cee57f_28)] [added: [37](#i0a57242b1e6c4df692c5ad19ad95b449_28)] | | |

| Item 1C. | | | | | | [removed: [Cybersecurity](#i5a398d1ffc714cf6b3eada4b90cee57f_549755815608)] [added: [Cybersecurity](#i0a57242b1e6c4df692c5ad19ad95b449_31)] | | | [removed: [36](#i5a398d1ffc714cf6b3eada4b90cee57f_549755815608)] [added: [37](#i0a57242b1e6c4df692c5ad19ad95b449_31)] | | |

| Item 2. | | | | | | [removed: [Properties](#i5a398d1ffc714cf6b3eada4b90cee57f_31)] [added: [Properties](#i0a57242b1e6c4df692c5ad19ad95b449_34)] | | | [removed: [38](#i5a398d1ffc714cf6b3eada4b90cee57f_31)] [added: [39](#i0a57242b1e6c4df692c5ad19ad95b449_34)] | | |

| Item 3. | | | | | | [Legal [removed: Proceedings](#i5a398d1ffc714cf6b3eada4b90cee57f_34)] [added: Proceedings](#i0a57242b1e6c4df692c5ad19ad95b449_37)] | | | [removed: [38](#i5a398d1ffc714cf6b3eada4b90cee57f_34)] [added: [39](#i0a57242b1e6c4df692c5ad19ad95b449_37)] | | |

| Item 4. | | | | | | [Mine Safety [removed: Disclosures](#i5a398d1ffc714cf6b3eada4b90cee57f_37)] [added: Disclosures](#i0a57242b1e6c4df692c5ad19ad95b449_40)] | | | [removed: [38](#i5a398d1ffc714cf6b3eada4b90cee57f_37)] [added: [39](#i0a57242b1e6c4df692c5ad19ad95b449_40)] | | |

| Item 5. | | | | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i5a398d1ffc714cf6b3eada4b90cee57f_43)] [added: Securities](#i0a57242b1e6c4df692c5ad19ad95b449_46)] | | | [removed: [39](#i5a398d1ffc714cf6b3eada4b90cee57f_43)] [added: [40](#i0a57242b1e6c4df692c5ad19ad95b449_46)] | | |

| Item 6. | | | | | | [removed: [Reserved](#i5a398d1ffc714cf6b3eada4b90cee57f_46)] [added: [Reserved](#i0a57242b1e6c4df692c5ad19ad95b449_52)] | | | [removed: [41](#i5a398d1ffc714cf6b3eada4b90cee57f_46)] [added: [42](#i0a57242b1e6c4df692c5ad19ad95b449_52)] | | |

| Item 7. | | | | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i5a398d1ffc714cf6b3eada4b90cee57f_49)] [added: Operations](#i0a57242b1e6c4df692c5ad19ad95b449_55)] | | | [removed: [42](#i5a398d1ffc714cf6b3eada4b90cee57f_49)] [added: [43](#i0a57242b1e6c4df692c5ad19ad95b449_55)] | | |

| Item 7A. | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i5a398d1ffc714cf6b3eada4b90cee57f_70)] [added: Risk](#i0a57242b1e6c4df692c5ad19ad95b449_76)] | | | [removed: [63](#i5a398d1ffc714cf6b3eada4b90cee57f_70)] [added: [64](#i0a57242b1e6c4df692c5ad19ad95b449_76)] | | |

| Item 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#i5a398d1ffc714cf6b3eada4b90cee57f_73)] [added: Data](#i0a57242b1e6c4df692c5ad19ad95b449_79)] | | | [removed: [64](#i5a398d1ffc714cf6b3eada4b90cee57f_73)] [added: [65](#i0a57242b1e6c4df692c5ad19ad95b449_79)] | | |

| Item 9. | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i5a398d1ffc714cf6b3eada4b90cee57f_169)] [added: Disclosure](#i0a57242b1e6c4df692c5ad19ad95b449_184)] | | | [removed: [109](#i5a398d1ffc714cf6b3eada4b90cee57f_169)] [added: [108](#i0a57242b1e6c4df692c5ad19ad95b449_184)] | | |

| Item 9A. | | | | | | [Controls and [removed: Procedures](#i5a398d1ffc714cf6b3eada4b90cee57f_172)] [added: Procedures](#i0a57242b1e6c4df692c5ad19ad95b449_187)] | | | [removed: [109](#i5a398d1ffc714cf6b3eada4b90cee57f_172)] [added: [108](#i0a57242b1e6c4df692c5ad19ad95b449_187)] | | |

| Item 9B. | | | | | | [Other [removed: Information](#i5a398d1ffc714cf6b3eada4b90cee57f_178)] [added: Information](#i0a57242b1e6c4df692c5ad19ad95b449_193)] | | | [removed: [111](#i5a398d1ffc714cf6b3eada4b90cee57f_178)] [added: [110](#i0a57242b1e6c4df692c5ad19ad95b449_193)] | | |

| Item 9C. | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Implications](#i5a398d1ffc714cf6b3eada4b90cee57f_181)] [added: Inspections](#i0a57242b1e6c4df692c5ad19ad95b449_196)] | | | [removed: [112](#i5a398d1ffc714cf6b3eada4b90cee57f_181)] [added: [110](#i0a57242b1e6c4df692c5ad19ad95b449_196)] | | |

| Item 10. | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i5a398d1ffc714cf6b3eada4b90cee57f_187)] [added: Governance](#i0a57242b1e6c4df692c5ad19ad95b449_202)] | | | [removed: [112](#i5a398d1ffc714cf6b3eada4b90cee57f_187)] [added: [110](#i0a57242b1e6c4df692c5ad19ad95b449_202)] | | |

| Item 11. | | | | | | [Executive [removed: Compensation](#i5a398d1ffc714cf6b3eada4b90cee57f_190)] [added: Compensation](#i0a57242b1e6c4df692c5ad19ad95b449_205)] | | | [removed: [112](#i5a398d1ffc714cf6b3eada4b90cee57f_190)] [added: [110](#i0a57242b1e6c4df692c5ad19ad95b449_205)] | | |

| Item 12. | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i5a398d1ffc714cf6b3eada4b90cee57f_193)] [added: Matters](#i0a57242b1e6c4df692c5ad19ad95b449_208)] | | | [removed: [112](#i5a398d1ffc714cf6b3eada4b90cee57f_193)] [added: [110](#i0a57242b1e6c4df692c5ad19ad95b449_208)] | | |

| Item 13. | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i5a398d1ffc714cf6b3eada4b90cee57f_196)] [added: Independence](#i0a57242b1e6c4df692c5ad19ad95b449_211)] | | | [removed: [112](#i5a398d1ffc714cf6b3eada4b90cee57f_196)] [added: [111](#i0a57242b1e6c4df692c5ad19ad95b449_211)] | | |

| Item 14. | | | | | | [Principal Accountant Fees and [removed: Services](#i5a398d1ffc714cf6b3eada4b90cee57f_199)] [added: Services](#i0a57242b1e6c4df692c5ad19ad95b449_214)] | | | [removed: [112](#i5a398d1ffc714cf6b3eada4b90cee57f_199)] [added: [111](#i0a57242b1e6c4df692c5ad19ad95b449_214)] | | |

| Item 15. | | | | | | [Exhibits and Financial Statement [removed: Schedules](#i5a398d1ffc714cf6b3eada4b90cee57f_202)] [added: Schedules](#i0a57242b1e6c4df692c5ad19ad95b449_217)] | | | [removed: [113](#i5a398d1ffc714cf6b3eada4b90cee57f_202)] [added: [112](#i0a57242b1e6c4df692c5ad19ad95b449_217)] | | |

| Item 16. | | | | | | [Form 10-K [removed: Summary](#i5a398d1ffc714cf6b3eada4b90cee57f_208)] [added: Summary](#i0a57242b1e6c4df692c5ad19ad95b449_223)] | | | [removed: [117](#i5a398d1ffc714cf6b3eada4b90cee57f_208)] [added: [116](#i0a57242b1e6c4df692c5ad19ad95b449_223)] | | |

In particular, these statements include, without limitation, statements about our [added: expected] future operating or financial performance, [added: changes in laws and regulations (including but not limited to, renewal and modification of the enhanced advance premium tax credits associated with the Marketplace product),] market opportunity, competition, expected [added: contract start dates and terms, expected] activities in connection with completed and future acquisitions and dispositions, our investments and the adequacy of our available cash resources.

- our ability to maintain or achieve improvement in the Centers for Medicare and Medicaid Services (CMS) Star ratings and maintain or achieve improvement in other quality scores in each case that [removed: can] [added: could] impact revenue and future growth;

- our ability to adequately anticipate demand and [added: timely] provide for operational resources to maintain service level [removed: requirements;][added: requirements in compliance with the terms of our contracts and state and federal regulations;]

- disruption, unexpected costs, or similar risks from business transactions, including acquisitions, divestitures, and changes in our relationships with [removed: third parties;][added: third-party vendors;]

- rate [removed: cuts] [added: cuts, insufficient rate changes] or other payment reductions or delays by governmental payors and other risks and uncertainties affecting our government businesses;

- changes in federal or state laws or regulations, including changes with respect to income tax reform or government healthcare programs as well as changes with respect to the Patient Protection and Affordable Care Act and the Health Care and Education Affordability Reconciliation Act (collectively referred to as the ACA) and any regulations enacted [removed: thereunder;][added: thereunder, including the timing and terms of renewal or modification of the enhanced advance premium tax credits or program integrity initiatives that could have the effect of reducing membership or profitability of our products;]

- changes in expected contract start [removed: dates;][added: dates and terms;]

- changes in provider, broker, vendor, state, [removed: federal, foreign,] [added: federal] and other contracts and delays in the timing of regulatory approval of contracts, including due to [removed: protests;][added: protests and our ability to timely comply with any such changes to our contractual requirements or manage any unexpected delays in regulatory approval of contracts;]

- the difficulty of predicting the timing or outcome of legal or regulatory 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 [removed: 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 reported and] [added: practices] on [removed: 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 data security [removed: incidents;][added: incidents or our failure to comply with applicable privacy, data or security laws and regulations;]

- If our [added: third-party] 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;

- If we are unable to maintain relationships with our provider [removed: networks,] [added: networks and timely update] our [added: provider directories, our] profitability may be materially adversely affected;

- A failure in or breach of our operational or security systems, networks or infrastructure, or those of [removed: third parties] [added: third-party vendors] 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;

| [Signatures](#i0a57242b1e6c4df692c5ad19ad95b449_226) | | | | | | | | | [117](#i0a57242b1e6c4df692c5ad19ad95b449_226) | | |

- our ability to effectively and ethically use artificial intelligence and machine learning in compliance with applicable laws;

- If eligibility for the enhanced advance premium tax credit for Marketplace members expires without renewal or the eligibility for the credit is modified or delayed, our results of operations, financial condition, and cash flows could be materially and adversely affected;

- Negative public perception of the managed care industry, including industry practices, could adversely affect our business, operating results, cash flows and prospects;

2024:

(a) net gain on the previously reported divestiture of Magellan Specialty Health due to the achievement of contingent consideration and finalization of working capital adjustments of $83 million, or $0.16 per share ($0.12 after-tax), net gain on the sale of property of $24 million, or $0.04 per share ($0.03 after-tax), gain on the previously reported divestiture of Circle Health Group (Circle Health) of $20 million, or $0.04 per share ($0.12 after-tax), gain on the sale of Collaborative Health Systems (CHS) of $17 million, or $0.03 per share ($0.02 after-tax), Health Net Federal Services asset impairment due to the 2024 final ruling on the TRICARE Managed Care Support Contract of $14 million, or $0.03 per share ($0.02 after-tax), severance costs due to a restructuring of $13 million, or $0.02 per share ($0.01 after-tax), an additional loss on the divestiture of our Spanish and Central European businesses of $7 million, or $0.01 per share ($0.01 after-tax) and gain on the previously reported divestiture of HealthSmart due to the finalization of working capital adjustments of $7 million, or $0.01 per share ($0.01 after-tax).

In addition, the year ended December 31, 2024, includes a tax benefit of $1 million, or $0.00 per share, related to tax adjustments on previously reported divestitures.

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

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

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

2021:

(c) 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).

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

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 [removed: from,] [added: from] incidents.

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 [removed: third parties] [added: third-party vendors] 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."

Our CSPO has over 30 years of experience in information security having [removed: 15] [added: 16] years of experience leading information security programs and obtained the Certified Information Systems Security Professional certification [added: from] ISC2.

Our CISO, who has over [removed: 33] [added: 34] 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.

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

We own our corporate office headquarters buildings and land located in St. Louis, Missouri, which [removed: is] [added: are] used by each of our reportable segments.

No significant impairment charges were recognized related to the real estate optimization initiative in the year ended December 31, 2024.

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

As of February [removed: 16, 2024,] [added: 14, 2025,] there were [removed: 1,012] [added: 980] holders of record of our common stock.

The Company is authorized to repurchase up to $10.0 billion, inclusive of past authorizations, of which [removed: $5.2] [added: $2.2] billion remains as of December 31, [removed: 2023.][added: 2024.]

The following table discloses purchases of our common stock for the quarter ended December 31, [removed: 2023.][added: 2024.]

| Issuer Purchases of Equity Securities Fourth Quarter [removed: 2023] [added: 2024] (Shares in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Execution Date | | | | | | | | | Total Number [removed: of Shares] [added: of Shares] Purchased(1) | | | | | | Average [removed: Price Paid] [added: Price Paid] per [removed: Share] [added: Share(2)] | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Approximate Dollar Value [removed: of Shares] [added: of Shares] that May Yet Be [removed: Purchased Under] [added: Purchased Under] the Plans or Programs ($ in [removed: millions)(2)] [added: millions)(3)] | | |

| [removed: (2)] [added: (3)] | | | [removed: 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 [removed: approximately $5.2] [added: $2.2] billion is available under the stock repurchase program as of December 31, [removed: 2023.] [added: 2024.] | | | | | | | | | | | | | | | | | | | | | | | | | | |

The graph below compares the cumulative total stockholder return on our common stock for the period from December 31, [removed: 2018] [added: 2019] to December 31, [removed: 2023,] [added: 2024,] with the cumulative total return of the NYSE Composite Index, the Standard & Poor's (S&P) Health Care Index and the S&P 500 over the same period.

The graph assumes an investment of $100 on December 31, [removed: 2018] [added: 2019] in our common stock (at the last reported sale price on such day), the NYSE Composite Index, the S&P Health Care Index and the S&P 500 and assumes the reinvestment of any dividends.

[removed: ][added: ]

| | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

| Centene Corporation closing stock price | | | $ | [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] | | | | | $ | [removed: 74.21] [added: 60.58] | |

| Centene Corporation annual stockholder return | | | [removed: 14.3%] [added: 9.1%] | | | | | | [removed: 9.1%] [added: (4.5)%] | | | | | | [removed: (4.5)%] [added: 37.3%] | | | | | | [removed: 37.3%] [added: (0.5)%] | | | | | | [removed: (0.5)%] [added: (9.5)%] | | | | | | [removed: (9.5)%] [added: (18.4)%] | | |

| October 1, 2024 - October 31, 2024 | | | | | | | | | 7,368 | | | | | | $ | 69.48 | | | | | 7,360 | | | | | | $ | 2,649 | |

| November 1, 2024 - November 30, 2024 | | | | | | | | | 7,060 | | | | | | 59.61 | | | | | | 7,032 | | | | | | 2,230 | | |

| December 1, 2024 - December 31, 2024 | | | | | | | | | 14 | | | | | | 59.45 | | | | | | — | | | | | | 2,230 | | |

| Total | | | | | | | | | 14,442 | | | | | | $ | 64.64 | | | | | 14,392 | | | | | | $ | 2,230 | |

| (1) | | | Includes 29 thousand shares relinquished to the Company by certain employees for payment of taxes; an open market purchase of 4 thousand shares by Sarah London, the Company's CEO, at a weighted average price of $60.80 which was previously disclosed on the Form 4 filed with the SEC on November 8, 2024; and an open market purchase of 17 thousand shares by Andrew Asher, the Company's CFO, at a weighted average price of $58.14 which was previously disclosed on the Form 4 filed with the SEC on November 13, 2024. | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (2) | | | Average price paid per share excludes quarter-to-date accrued share repurchase excise tax of approximately $10 million. | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Centene Corporation | | | $ | 100.00 | | | | | $ | 95.48 | | | | | $ | 131.06 | | | | | $ | 130.44 | | | | | $ | 118.04 | | | | | $ | 96.36 | |

| NYSE Composite Index | | | 100.00 | | | | | | 106.99 | | | | | | 129.11 | | | | | | 117.04 | | | | | | 133.20 | | | | | | 154.36 | | |

| S&P Health Care Index | | | 100.00 | | | | | | 113.45 | | | | | | 143.09 | | | | | | 140.29 | | | | | | 143.18 | | | | | | 146.87 | | |

| S&P 500 | | | 100.00 | | | | | | 118.40 | | | | | | 152.39 | | | | | | 124.79 | | | | | | 157.60 | | | | | | 196.99 | | |

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

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

| 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. | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| | | | December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 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 | | |

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

We have audited the accompanying consolidated balance sheets of Centene Corporation and subsidiaries (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 20, 2024] [added: 18, 2025] 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: 2023] [added: 2024] was [removed: $18,000] [added: $18,308] million.

The final settlement of the December 31, [removed: 2023] [added: 2024] ACA risk adjustment accruals is scheduled to be determined by the Centers for Medicare and Medicaid Services (CMS) in June [removed: 2024,] [added: 2025,] based on data submitted by insurance companies through April [removed: 2024.][added: 2025.]

As discussed in Note 9, the Company recorded an estimated asset and liability (the ACA risk adjustment accruals) of [removed: $893] [added: $1,434] million, and [removed: $2,553] [added: $1,605] million, respectively at December 31, [removed: 2023.][added: 2024.]

| | | | December 31, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2022] [added: 2023] | | |

| Cash and cash equivalents | | | $ | [added: 14,063 | | | | | $ |] 17,193 | | | | | $ | 12,074 | |

| Premium and trade receivables | | | [removed: 15,532] [added: 19,713] | | | | | | [removed: 13,272] [added: 15,532] | | |

| Short-term investments | | | [removed: 2,459] [added: 2,622] | | | | | | [removed: 2,321] [added: 2,459] | | |

| Other current assets | | | [removed: 5,572] [added: 1,601] | | | | | | [removed: 2,461] [added: 5,572] | | |

| Total current assets | | | [removed: 40,756] [added: 37,999] | | | | | | [removed: 30,128] [added: 40,756] | | |

| Long-term investments | | | [removed: 16,286] [added: 17,429] | | | | | | [removed: 14,684] [added: 16,286] | | |

| Restricted deposits | | | [removed: 1,386] [added: 1,390] | | | | | | [removed: 1,217] [added: 1,386] | | |

| Property, software and equipment, net | | | [removed: 2,019] [added: 2,067] | | | | | | [removed: 2,432] [added: 2,019] | | |

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

| Intangible assets, net | | | [removed: 6,101] [added: 5,409] | | | | | | [removed: 6,911] [added: 6,101] | | |

| Other long-term assets | | | [removed: 535] [added: 593] | | | | | | [removed: 2,686] [added: 535] | | |

| Total assets | | | $ | [removed: 84,641] [added: 82,445] | | | | | $ | [removed: 76,870] [added: 84,641] | |

| Medical claims liability | | | $ | [removed: 18,000] [added: 18,308] | | | | | $ | [removed: 16,745] [added: 18,000] | |

| Accounts payable and accrued expenses | | | [removed: 16,420] [added: 13,174] | | | | | | [removed: 9,525] [added: 16,420] | | |

| Return of premium payable | | | [removed: 1,462] [added: 2,008] | | | | | | [removed: 1,634] [added: 1,462] | | |

| Unearned revenue | | | [removed: 715] [added: 661] | | | | | | [removed: 478] [added: 715] | | |

| Current portion of long-term debt | | | [removed: 119] [added: 110] | | | | | | [removed: 82] [added: 119] | | |

| Total current liabilities | | | [removed: 36,716] [added: 34,261] | | | | | | [removed: 28,464] [added: 36,716] | | |

| Long-term debt | | | [removed: 17,710] [added: 18,423] | | | | | | [removed: 17,938] [added: 17,710] | | |

| Deferred tax liability | | | [removed: 641] [added: 684] | | | | | | [removed: 615] [added: 641] | | |

| Other long-term liabilities | | | [removed: 3,618] [added: 2,567] | | | | | | [removed: 5,616] [added: 3,618] | | |

| Total liabilities | | | [removed: 58,685] [added: 55,935] | | | | | | [removed: 52,633] [added: 58,685] | | |

| Redeemable noncontrolling interests | | | [removed: 19] [added: 10] | | | | | | [removed: 56] [added: 19] | | |

| Preferred stock, $0.001 par value; authorized 10,000 shares; no shares issued or outstanding at December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022] [added: 2023] | | | — | | | | | | — | | |

| Common stock, $0.001 par value; authorized 800,000 shares; [removed: 615,291] [added: 620,195] issued and [removed: 534,484] [added: 495,907] outstanding at December 31, [removed: 2023,] [added: 2024,] and [removed: 607,847] [added: 615,291] issued and [removed: 550,754] [added: 534,484] outstanding at December 31, [removed: 2022] [added: 2023] | | | 1 | | | | | | 1 | | |

| Additional paid-in capital | | | [removed: 20,304] [added: 20,562] | | | | | | [removed: 20,060] [added: 20,304] | | |

| Accumulated other comprehensive (loss) | | | [removed: (652)] [added: (504)] | | | | | | [removed: (1,132)] [added: (652)] | | |

| Retained earnings | | | [removed: 12,043] [added: 15,348] | | | | | | [removed: 9,341] [added: 12,043] | | |

| Treasury stock, at cost [removed: (80,807] [added: (124,288] and [removed: 57,093] [added: 80,807] shares, respectively) | | | [removed: (5,856)] [added: (8,997)] | | | | | | [removed: (4,213)] [added: (5,856)] | | |

| Total Centene stockholders' equity | | | [removed: 25,840] [added: 26,410] | | | | | | [removed: 24,057] [added: 25,840] | | |

| Nonredeemable noncontrolling interest | | | [removed: 97] [added: 90] | | | | | | [removed: 124] [added: 97] | | |

| Total stockholders' equity | | | [removed: 25,937] [added: 26,500] | | | | | | [removed: 24,181] [added: 25,937] | | |

| Total liabilities, redeemable noncontrolling interests and stockholders' equity | | | $ | [removed: 84,641] [added: 82,445] | | | | | $ | [removed: 76,870] [added: 84,641] | |

February 18, 2025

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| Common stock repurchases | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 43,481 | | | | | | (3,141) | | | | | | — | | | | | | (3,141) | | |

| Balance, December 31, 2024 | | | 620,195 | | | | | | $ | 1 | | | | | $ | 20,562 | | | | | $ | (504) | | | | | $ | 15,348 | | | | | 124,288 | | | | | | $ | (8,997) | | | | | $ | 90 | | | | | $ | 26,500 | |

| Net earnings | | | $ | 3,294 | | | | | $ | 2,699 | | | | | $ | 1,202 | |

| Impairment | | | 13 | | | | | | 529 | | | | | | 2,318 | | |

| Income taxes paid, net | | | $ | 1,002 | | | | | $ | 887 | | | | | $ | 1,198 | |

The Company operates in four segments: (1) a Medicaid segment, (2) a Medicare segment, (3) a Commercial segment and (4) an Other segment.

The Company's international businesses, Operose Health Group (Operose Health) and Circle Health Group (Circle Health), which were included in the Other segment, were divested in December 2023 and January 2024, respectively.

During 2024, the Company completed the divestitures of Circle Health and Collaborative Health Systems (CHS).

The Company operates in four segments: (1) a Medicaid segment, (2) a Medicare segment, (3) a Commercial segment and (4) an Other segment.

The Company defines its reporting units as its operating segments or one level below the operating segment.

In December 2024, the Company recorded a premium deficiency reserve of $92 million related to the 2025 Medicare Advantage contract year.

For performance-based measures in the Company's contracts, revenue is recognized as data sufficient to measure performance is available.

The Company concluded serving members at the end of 2024 upon the expiration of its TRICARE Managed Care Support Contract.

In 2024, the Company reached an agreement with the federal government to retroactively compensate the Company for the difference between its actual CSR experience and its pricing assumptions for 2018 through 2020.

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

Recently Adopted Accounting Guidance

The Company adopted the new guidance in the fourth quarter of 2024.

The Company early adopted the new guidance in the fourth quarter of 2024, as permissible by the ASU.

In November 2024, the FASB issued ASU 2024-03 - Income Statement - Reporting Comprehensive Income: Disaggregation of Income Statement Expenses which expands disclosures about specific expense categories presented on the face of the Statement of Operations.

The new standard is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027.

During 2024, the Company recorded an additional gain on the previously reported divestiture of Magellan Specialty Health of $83 million for achievement of contingent consideration related to the sale and finalization of working capital adjustments, which is included in investment and other income in the Consolidated Statements of Operations.

Upon closing the divestiture, the Company settled the foreign currency swap and recorded a corresponding gain of $20 million, which includes the cumulative translation adjustment previously recorded in accumulated other comprehensive income in the Consolidated Balance Sheet.

The gain is included in investment and other income in the Consolidated Statements of Operations.

Collaborative Health Systems Divestiture

In July 2024, the Company entered into a definitive agreement to sell CHS, a management services organization, which is included in the Other segment.

On October 4, 2024, the Company completed the previously announced sale of CHS.

In December 2024, the Company impaired a private equity investment for $50 million.

| Total | | | $ | (84) | | | | | $ | 5,195 | | | | | $ | (643) | | | | | $ | 8,734 | | | | | $ | (16) | | | | | $ | 1,785 | | | | | $ | (844) | | | | | $ | 11,152 | |

| | | | December 31, 2024 | | | | | | | | | | | | | | | | | | | | | | | | December 31, 2023 | | | | | | | | | | | | | | | | | | | | |

| Total | | | $ | 19,615 | | | | | $ | 18,990 | | | | | $ | 1,419 | | | | | $ | 1,390 | | | | | $ | 18,423 | | | | | $ | 17,721 | | | | | $ | 1,425 | | | | | $ | 1,386 | |

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

February 20, 2024

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

| Balance, December 31, 2020 | | | 598,249 | | | | | | $ | 1 | | | | | $ | 19,459 | | | | | $ | 337 | | | | | $ | 6,792 | | | | | 16,770 | | | | | | $ | (816) | | | | | $ | 112 | | | | | $ | 25,885 | |

| Common stock repurchases | | | (326) | | | | | | — | | | | | | (19) | | | | | | — | | | | | | — | | | | | | 3,455 | | | | | | (278) | | | | | | — | | | | | | (297) | | |

| Income taxes paid | | | $ | 883 | | | | | $ | 1,222 | | | | | $ | 678 | |

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.

*Organization and Operations*.

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

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

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.

During 2022, the Company acquired all of the issued and outstanding shares of Magellan Health, Inc. (Magellan).

The acquisition was accounted for as a business combination.

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

- Foreign currency swap: Estimated based on Great British Pound to US Dollar foreign exchange rates.

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

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

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

| Recoveries | | | — | | | | | | — | | | | | | (43) | | |

Customers where the aggregate annual contract revenues exceeded 10% of total annual revenues included the state of New York, where the percentage of the Company's total revenue was 10% for the year ended December 31, 2021.

Foreign Currency Translation

The Company is exposed to foreign currency exchange risk through its international subsidiaries whose functional currencies have historically included the Euro and Great British Pound.

The assets and liabilities of the Company's subsidiaries are translated into United States dollars at the balance sheet date.

The Company translates its proportionate share of earnings using average rates during the year.

The resulting foreign currency translation adjustments are recorded as a separate component of accumulated other comprehensive earnings (loss).

The Company is currently evaluating the effect of the new disclosure requirements.

Magellan Acquisition

On January 4, 2022, the Company acquired all of the issued and outstanding shares of Magellan.

Total consideration for the acquisition was $2,491 million, consisting of $2,431 million in cash and $60 million related to the fair value of replacement equity awards associated with pre-combination service.

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

The Company recognized $106 million of acquisition related expenses related to Magellan for the year ended December 31, 2022.

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

The valuation of all assets acquired and liabilities assumed was finalized in the fourth quarter of 2022.

The Company's allocation of the fair value of assets acquired and liabilities assumed as of the acquisition date of January 4, 2022 is as follows ($ in millions):

| Assets acquired and liabilities assumed | | | | | | | | |

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: 2023.][added: 2024.]

Based on the evaluation of our disclosure controls and procedures as of December 31, [removed: 2023,] [added: 2024,] 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: 2023.][added: 2024.]

Our management's assessment of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] and the related notes (collectively, the consolidated financial statements), and our report dated February [removed: 20, 2024] [added: 18, 2025] expressed an unqualified opinion on those consolidated financial statements.

February 18, 2025

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

February 20, 2024

(b) During the three months ended December 31, [removed: 2023,] [added: 2024,] 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.

(a) None.

(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.

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Information concerning our directors will appear in our Proxy Statement for our [removed: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] annual meeting of stockholders under "Corporate Governance." These portions of our Proxy Statement are incorporated herein by reference.

(d) Insider Trading Policies and Procedures

The Company has adopted the Policy on Inside Information and Insider Trading attached as Exhibit 19.1 hereto, which governs the purchase, sale, and/or other dispositions of the Company's securities by directors, officers and employees, and by the Company itself, and is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the NYSE listing standards.

Information concerning executive compensation will appear in our Proxy Statement for our [removed: 2024] [added: 2025] 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: 2024] [added: 2025] Annual Meeting of Stockholders under "Compensation & 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: 2024] [added: 2025] annual meeting of stockholders under "Security Ownership of Certain Beneficial Owners and Management" and "Equity Compensation Plan Information." These portions of the Proxy Statement are incorporated herein by reference.

Information concerning director independence, certain relationships and related transactions will appear in our Proxy Statement for our [removed: 2024] [added: 2025] annual meeting of stockholders under "Corporate Governance," "Independence of Directors" and "Related Party Transactions." These portions of our Proxy Statement are incorporated herein by reference.

Information concerning principal accountant fees and services will appear in our Proxy Statement for our [removed: 2024] [added: 2025] annual meeting of stockholders under "Proposal Three: Ratification of Appointment of Independent Registered Public Accounting Firm." This portion of our Proxy Statement is incorporated herein by reference.

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

Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]

Consolidated Statements of Operations for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

Consolidated Statements of Comprehensive Earnings (Loss) for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

Consolidated Statements of Stockholders' Equity for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

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

| 4.1 | | | | | | [Description of Securities of the [removed: Company](https://www.sec.gov/Archives/edgar/data/1071739/000107173924000037/a2023123110-kexhibit41.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/1071739/000107173924000043/a20240221s-3asr.htm)] | | | | | | [removed: X] | | | | | | [added: S-3ASR] | | | | | | [added: February 21, 2024] | | | | | | | | |

| 10.1 | | | * | | | [2002 Employee Stock Purchase Plan, As Amended and [removed: Restated](http://www.sec.gov/Archives/edgar/data/1071739/000107173919000082/exhibit101q22019.htm)] [added: Restated](https://www.sec.gov/Archives/edgar/data/1071739/000107173919000082/exhibit101q22019.htm)] | | | | | | | | | | | | 10-Q | | | | | | July 23, 2019 | | | | | | 10.1 | | |

| 10.2 | | | * | | | [Amendment No.1 to the 2002 Employee Stock Purchase Plan, As Amended and [removed: Restated](http://www.sec.gov/Archives/edgar/data/1071739/000114036120012246/nt10012142x1_ex4-2.htm)] [added: Restated](https://www.sec.gov/Archives/edgar/data/1071739/000114036120012246/nt10012142x1_ex4-2.htm)] | | | | | | | | | | | | S-8 | | | | | | May 22, 2020 | | | | | | 4.2 | | |

| 10.4 | | | * | | | [Amended and Restated Non-Employee Directors Deferred Stock Compensation [removed: Plan](http://www.sec.gov/Archives/edgar/data/1071739/000107173915000092/exhibit101.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1071739/000107173924000157/a2024063010-qexhibit101.htm)] | | | | | | | | | | | | 10-Q | | | | | | July [removed: 28, 2015] [added: 26, 2024] | | | | | | 10.1 | | |

| 10.5 | | | * | | | [Amended and Restated Voluntary Nonqualified Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1071739/000107173924000037/a2023123110-kexhibit105.htm) | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: February 20, 2024] | | | | | | [added: 10.5] | | |

| 10.7 | | | * | | | [Centene Corporation Short-Term Executive Compensation [removed: Plan](http://www.sec.gov/Archives/edgar/data/1071739/000107173911000012/exhibit1012.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1071739/000107173911000012/exhibit1012.htm)] | | | | | | | | | | | | 10-K | | | | | | February 22, 2011 | | | | | | 10.12 | | |

| 10.8 | | | * | | | [removed: [Form of Executive] [added: [Executive] Severance and Change in Control [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1071739/000107173908000034/exhibit103.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1071739/000107173924000200/a2024093010-qexhibit101.htm)] | | | | | | | | | | | | 10-Q | | | | | | October [removed: 28, 2008] [added: 25, 2024] | | | | | | [removed: 10.3] [added: 10.1] | | |

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

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

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

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

| [removed: 10.14] [added: 10.15] | | | * | | | [Form of Restricted Stock Agreement (Directors) #2](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000183/a2023063010-qexhibit101.htm) | | | | | | | | | | | | 10-Q | | | | | | July 28, 2023 | | | | | | 10.1 | | |

| [removed: 10.15] [added: 10.20] | | | * | | | [Form of [added: Performance Based] Restricted Stock Unit Agreement [removed: #1](https://www.sec.gov/Archives/edgar/data/1071739/000107173917000018/exhibit1020.htm)] [added: #1](https://www.sec.gov/Archives/edgar/data/1071739/000107173924000097/a2024033110-qexhibit102.htm)] | | | | | | | | | | | | [removed: 10-K] [added: 10-Q] | | | | | | [removed: February 21, 2017] [added: April 26, 2024] | | | | | | [removed: 10.20] [added: 10.2] | | |

| [removed: 10.16] [added: 10.17] | | | * | | | [Form of Restricted Stock Unit Agreement #2](https://www.sec.gov/Archives/edgar/data/1071739/000107173920000281/a20201215-exhibit101.htm) | | | | | | | | | | | | 8-K | | | | | | December 21, 2020 | | | | | | 10.1 | | |

| [removed: 10.17] [added: 10.18] | | | * | | | [Form of Restricted Stock Unit Agreement #3](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000116/a2023033110-qexhibit101.htm) | | | | | | | | | | | | 10-Q | | | | | | April 25, 2023 | | | | | | 10.1 | | |

| [removed: 10.18] [added: 10.19] | | | * | | | [Form of Restricted Stock Unit Agreement #4](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000116/a2023033110-qexhibit102.htm) | | | | | | | | | | | | 10-Q | | | | | | April 25, 2023 | | | | | | 10.2 | | |

| [removed: 10.19] [added: 10.21] | | | * | | | [Form of Performance Based Restricted Stock Unit Agreement [removed: #1](http://www.sec.gov/Archives/edgar/data/1071739/000107173917000018/exhibit1023.htm)] [added: #2](https://www.sec.gov/Archives/edgar/data/1071739/000107173920000281/a20201215-exhibit102.htm)] | | | | | | | | | | | | [removed: 10-K] [added: 8-K] | | | | | | [removed: February] [added: December] 21, [removed: 2017] [added: 2020] | | | | | | [removed: 10.23] [added: 10.2] | | |

| [removed: 10.20] [added: 10.22] | | | * | | | [Form of Performance Based Restricted Stock Unit Agreement [removed: #2](https://www.sec.gov/Archives/edgar/data/1071739/000107173920000281/a20201215-exhibit102.htm)] [added: #3](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000116/a2023033110-qexhibit103.htm)] | | | | | | | | | | | | [removed: 8-K] [added: 10-Q] | | | | | | [removed: December 21, 2020] [added: April 25, 2023] | | | | | | [removed: 10.2] [added: 10.3] | | |

| [removed: 10.21] [added: 10.16] | | | * | | | [Form of [removed: Performance Based] Restricted Stock Unit Agreement [removed: #3](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000116/a2023033110-qexhibit103.htm)] [added: #1](https://www.sec.gov/Archives/edgar/data/1071739/000107173924000097/a2024033110-qexhibit101.htm)] | | | | | | | | | | | | 10-Q | | | | | | April [removed: 25, 2023] [added: 26, 2024] | | | | | | [removed: 10.3] [added: 10.1] | | |

| [removed: 10.22] [added: 10.23] | | | * | | | [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: 10.23] [added: 10.24] | | | | | | [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: 10.23a] [added: 10.24a] | | | | | | [First 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.](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000157/a20230606exhibit101.htm) | | | | | | | | | | | | 8-K | | | | | | June 6, 2023 | | | | | | 10.1 | | |

| [removed: 10.24] [added: 10.25] | | | * | | | [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: 10.24a] [added: 10.25a] | | | * | | | [Amendment of Executive Employment Agreement between Centene Corporation and Sarah M. London, dated February 20, 2023](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit1022a.htm) | | | | | | | | | | | | 10-K | | | | | | February 21, 2023 | | | | | | 10.22a | | |

| [removed: 10.25] [added: 10.26] | | | * | | | [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: 10.25a] [added: 10.26a] | | | * | | | [Amendment of Executive Employment Agreement between Centene Corporation and Andrew Asher, dated February 20, 2023](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit1023a.htm) | | | | | | | | | | | | 10-K | | | | | | February 21, 2023 | | | | | | 10.23a | | |

| [removed: 10.26] [added: 10.27] | | | * | | | [Executive Employment Agreement between Centene Corporation and Kenneth Fasola, dated February 20, 2023](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit1024.htm) | | | | | | | | | | | | 10-K | | | | | | February 21, 2023 | | | | | | 10.24 | | |

| [removed: 10.27] [added: 10.28] | | | * | | | [Executive Employment Agreement between Centene Corporation and James E. Murray, dated February 20, 2023](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit1025.htm) | | | | | | | | | | | | 10-K | | | | | | February 21, 2023 | | | | | | 10.25 | | |

| 10.31 | | | * | | | [Executive Restricted Covenant Agreement](https://www.sec.gov/Archives/edgar/data/1071739/000107173924000037/a2023123110-kexhibit1031.htm) | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: February 20, 2024] | | | | | | [added: 10.31] | | |

| 21 | | | | | | [List of [removed: subsidiaries](https://www.sec.gov/Archives/edgar/data/1071739/000107173924000037/a2023123110-kexhibit21.htm)] [added: subsidiaries](https://www.sec.gov/Archives/edgar/data/1071739/000107173925000027/a2024123110-kexhibit21.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | |

| 23 | | | | | | [Consent of Independent Registered Public Accounting Firm incorporated by reference in each prospectus constituting part of the Registration Statements on Form S-8 (File Numbers 333-261993, 333-255735, 333-238597, 333-236036, 333-217634, 333-210376, 333-197737, [removed: 333-180976,](https://www.sec.gov/Archives/edgar/data/1071739/000107173924000037/a2023123110-kexhibit23.htm) [and 333-90976)](https://www.sec.gov/Archives/edgar/data/1071739/000107173924000037/a2023123110-kexhibit23.htm)] [added: 333-180976, and 333-90976) and Form S-3 (File Number 333-277218)](https://www.sec.gov/Archives/edgar/data/1071739/000107173925000027/a2024123110-kexhibit23.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | |

| 31.1 | | | | | | [Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive [removed: Officer)](https://www.sec.gov/Archives/edgar/data/1071739/000107173924000037/a2023123110-qexhibit311.htm)] [added: Officer)](https://www.sec.gov/Archives/edgar/data/1071739/000107173925000027/a2024123110-kexhibit311.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | |

| 31.2 | | | | | | [Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial [removed: Officer)](https://www.sec.gov/Archives/edgar/data/1071739/000107173924000037/a2023123110-qexhibit312.htm)] [added: Officer)](https://www.sec.gov/Archives/edgar/data/1071739/000107173925000027/a2024123110-kexhibit312.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | |

| 32.1 | | | # | | | [Certification Pursuant to 18 U.S.C. Section 1350 (Chief Executive [removed: Officer)](https://www.sec.gov/Archives/edgar/data/1071739/000107173924000037/a2023123110-qexhibit321.htm)] [added: Officer)](https://www.sec.gov/Archives/edgar/data/1071739/000107173925000027/a2024123110-kexhibit321.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | |

| 10.9 | | | * | | | [Form of Non-Employee Director Compensation Policy](https://www.sec.gov/Archives/edgar/data/1071739/000107173925000027/a2024123110-kexhibit109.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | |

| 10.10 | | | * | | | [Form of Non-Employee Director Restricted Stock Unit Agreement #1](https://www.sec.gov/Archives/edgar/data/1071739/000107173924000157/a2024063010-qexhibit102.htm) | | | | | | | | | | | | 10-Q | | | | | | July 26, 2024 | | | | | | 10.2 | | |

| 19.1 | | | | | | [Policy on Inside Information and Insider Trading](https://www.sec.gov/Archives/edgar/data/1071739/000107173925000027/a2024123110-kexhibit191.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | |

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

| 10.8a | | | * | | | [Amendment No. 1 of Form of Executive Severance and Change in Control Agreement](http://www.sec.gov/Archives/edgar/data/1071739/000107173912000061/amendmentno1executiveagree.htm) | | | | | | | | | | | | 10-Q | | | | | | October 23, 2012 | | | | | | 10.3 | | |

| 10.8b | | | * | | | [Amendment No. 2 of Form of Executive Severance and Change in Control Agreement](http://www.sec.gov/Archives/edgar/data/1071739/000107173915000051/exhibit101.htm) | | | | | | | | | | | | 10-Q | | | | | | April 28, 2015 | | | | | | 10.1 | | |

| 10.9 | | | * | | | [Executive Severance and Change in Control Plan](https://www.sec.gov/Archives/edgar/data/1071739/000107173924000037/a2023123110-kexhibit109.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | |

| 10.28 | | | * | | | [Executive Employment Agreement between Centene Corporation and Brent Layton, dated April 27, 2022](https://www.sec.gov/Archives/edgar/data/1071739/000107173922000286/a2022063010-qexhibit102.htm) | | | | | | | | | | | | 10-Q | | | | | | July 26, 2022 | | | | | | 10.2 | | |

| 10.28a | | | * | | | [Amendment of Executive Employment Agreement between Centene Corporation and Brent Layton dated December 13, 2022](https://www.sec.gov/Archives/edgar/data/1071739/000107173922000388/a20221214exhibit101.htm) | | | | | | | | | | | | 8-K | | | | | | December 14, 2022 | | | | | | 10.1 | | |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, as of February [removed: 20, 2024.][added: 18, 2025.]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities as indicated, as of February [removed: 20, 2024.][added: 18, 2025.]

| /s/ Katie N. Casso | | | | | | Senior Vice President, [added: Finance,] Corporate Controller and Chief Accounting Officer (principal accounting officer) | | |

| /s/ Thomas R. Greco | | | | | | Director | | |

| Thomas R. Greco | | | | | | | | |

| | | | | | | | | |

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