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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this filing. The discussion contains forward-looking statements that involve known and unknown risks and uncertainties.

EXECUTIVE OVERVIEW

General

We are a leading healthcare enterprise that is committed to helping people live healthier lives. We take a local approach - with local brands and local teams - to provide fully integrated, high-quality, and cost-effective services to government-sponsored and commercial healthcare programs, focusing on under-insured and uninsured individuals.

Results of operations depend on our ability to manage expenses associated with health benefits (including estimated costs incurred) and selling, general and administrative (SG&A) costs. We measure operating performance based upon two key ratios. The health benefits ratio (HBR) represents medical costs as a percentage of premium revenues, excluding premium tax revenues that are separately billed, and reflects the direct relationship between the premiums received and the medical services provided. The SG&A expense ratio represents SG&A costs as a percentage of premium and service revenues, excluding premium taxes separately billed. Beginning in 2022, we have included a separate line item for depreciation expense on the Consolidated Statement of Operations, which was previously included within SG&A expenses. Prior period information has been conformed to the current presentation, including the resulting SG&A expense ratios.

Value Creation Plan

As introduced in June 2021, our Value Creation Plan is designed 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. The three major pillars of the Value Creation Plan are: SG&A expense savings, gross margin expansion, and strategic capital management. The first pillar, SG&A expense savings, includes initiatives targeting improving productivity, driving efficiencies, and reducing costs throughout the organization, including real estate optimization. The second pillar, gross margin expansion, will be achieved through initiatives including bid discipline, clinical initiatives, quality improvement, and pharmacy cost management. The third pillar, strategic capital management, focuses on value-creating capital deployment activities such as share repurchases, portfolio optimization, and debt and investment management.

From an operational perspective, we continue to move forward with our value creation plan, including the centralization of key functions, such as call centers and utilization management, evaluating our real estate footprint and seeking opportunities for platform consolidation. We are assessing our portfolio and are focused on making strategic decisions and investments to create additional value in the short term and to seek opportunities that position the organization for long-term strength, profitability, growth, and innovation. We intend to build cash throughout 2022 so we are positioned to execute on capital deployment activities during the second half of the year, in tandem with the timing of our health plan dividends.

COVID-19 Trends and Uncertainties

The impact of COVID-19 on our business in both the short-term and long-term is uncertain and difficult to predict. The outlook for the remainder of 2022 depends on future developments, including but not limited to: the length and severity of the outbreak (including new variants, which may be more contagious, more severe or less responsive to treatment or vaccines), the effectiveness of containment actions, the timing and effectiveness of vaccinations and achievement of herd immunity, and the timing and rate at which members return to accessing healthcare. The pandemic and these future developments have impacted and will continue to affect our membership and medical utilization. From the onset of the pandemic in March 2020, our Medicaid membership has increased by 2.8 million members (excluding the new North Carolina membership). The public health emergency extension for COVID-19 is expected to end in July 2022 with redeterminations beginning in August 2022. We will continue to monitor announcements related to the public health emergency and redeterminations and the potential impact on our membership.

We continue to watch external trends closely, as COVID-19 costs could increase based upon macro trends. New variants and additional waves of the pandemic could create new dynamics and uncertainties around our expectations.

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

Regulatory Trends and Uncertainties

The United States government, politicians, and healthcare experts continue to discuss and debate various elements of the United States healthcare model. We remain focused on the promise of delivering access to high-quality, affordable healthcare to all of our members and believe we are well positioned to meet the needs of the changing healthcare landscape.

In contrast to previous executive and legislative efforts to restrict or limit certain provisions of the Affordable Care Act (ACA), the American Rescue Act, enacted on March 11, 2021, contained provisions aimed at leveraging Medicaid and the Health Insurance Marketplace to expand health insurance coverage and affordability to consumers. The American Rescue Act authorized an additional $1.9 trillion in federal spending to address the COVID-19 public health emergency, and contained several provisions designed to increase coverage of certain healthcare services, expand eligibility and benefits, incentivize state Medicaid expansion, and adjust federal financing for state Medicaid programs, the ultimate impact of which remain uncertain. The American Rescue Act enhanced eligibility for the advance premium tax credit for certain enrollees in the Health Insurance Marketplace currently expires on December 31, 2022, and if it is not extended, our Health Insurance Marketplace membership may be reduced.

We have more than three decades of experience, spanning seven presidents from both sides of the aisle, in delivering high-quality healthcare services on behalf of states and the federal government to under-insured and uninsured families, commercial organizations and military families. This expertise has allowed us to deliver cost effective services to our government sponsors and our members. While healthcare experts maintain focus on personalized healthcare technology, we continue to make strategic decisions to accelerate development of new software platforms and analytical capabilities. We continue to believe we have both the capacity and capability to successfully navigate industry changes to the benefit of our members, customers and shareholders.

First Quarter 2022 Highlights

Our financial performance for the first quarter of 2022 is summarized as follows:

  • Managed care membership of 26.2 million, an increase of 1.9 million members, or 8% year-over-year.

  • Total revenues of $37.2 billion, representing 24% growth year-over-year.

  • Premium and service revenues of $34.2 billion, representing 22% growth year-over-year.

  • HBR of 87.3%, compared to 86.8% for the first quarter of 2021.

  • SG&A expense ratio of 8.0%, compared to 7.9% for the first quarter of 2021.

  • Adjusted SG&A expense ratio of 7.7%, compared to 7.6% for the first quarter of 2021.

  • Operating cash flows of $1.2 billion for the first quarter of 2022.

  • Diluted earnings per share (EPS) of $1.44, compared to $1.19 for the first quarter of 2021.

  • Adjusted Diluted EPS of $1.83, compared to $1.63 for the first quarter of 2021.

A reconciliation from GAAP diluted earnings per share to Adjusted Diluted EPS is highlighted below, and additional detail is provided above under the heading "Non-GAAP Financial Presentation":

Three Months Ended March 31,
20222021
GAAP diluted EPS attributable to Centene$1.44$1.19
Amortization of acquired intangible assets0.260.25
Acquisition related expenses0.130.06
Other adjustments (1)—0.13
Adjusted Diluted EPS$1.83$1.63

(1) Other adjustments include the following items:

2022:

(a) Legal fees related to the PBM legal settlement reserve established in 2021 of $2 million, or $0.00 per diluted share, net of income tax benefit of $0.00, for the three months ended March 31, 2022.

2021:

(a) Debt extinguishment costs of $46 million, or $0.06 per diluted share, net of an income tax benefit of $0.02, for the three months ended March 31, 2021; and

(b) Severance costs due to a restructuring of $56 million, or $0.07 per diluted share, net of an income tax benefit of $0.02, for the three months ended March 31, 2021.

The following items contributed to our results of operations in the current year:

*•*Circle Health. In July 2021, we acquired the remaining interest in our equity method investment in Circle Health, one of the U.K.'s largest independent operators of hospitals.

*•*Commercial. In 2022, we introduced Ambetter into five new states, as well as expanded coverage to 274 new counties across 13 existing states. We now serve members in 27 states across the country in 1,480 counties. Additionally, we introduced three new Ambetter product offerings to address growing needs of our members: Ambetter Value, Ambetter Select, and Ambetter Virtual Access.

*•*Eligibility Redeterminations. Revenue growth was driven by organic Medicaid growth partially due to the ongoing suspension of eligibility redeterminations as well as Medicare membership growth during the annual enrollment period.

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

  • Magellan Health (Magellan). In January 2022, we acquired all of the issued and outstanding shares of Magellan for approximately $2.6 billion. The Magellan Acquisition enables us to provide whole-health, integrated healthcare solutions to deliver better health outcomes at lower costs for complex, high-cost populations.

*•*Medicare Advantage. We experienced strong Medicare membership growth during the 2022 annual enrollment period. In 2022, we introduced WellCare into three new states, as well as expanded coverage to 327 new counties across existing states. We now serve members in 36 states across the country in 1,575 counties.

*•*North Carolina. In July 2021, WellCare of North Carolina commenced operations under a new statewide contract in North Carolina providing Medicaid managed care services. In addition, we also began operating under a new contract to provide Medicaid managed care services in three regions in North Carolina through our provider-led North Carolina joint venture, Carolina Complete Health.

In addition, we have been negatively impacted by the previously disclosed carve out of California pharmacy services, which occurred in connection with the state’s transition of pharmacy services from managed care to fee for service, and the decrease in the number of our Medicare members in a 4.0 star or above plan for the 2022 bonus year.

We expect the following items to contribute to our future results of operations:

  • In March 2022, Centene announced its subsidiary, Managed Health Services, was selected by the Indiana Department of Administration to continue serving Hoosier Healthwise and Health Indiana Plan members with Medicaid and Medicaid alternative managed care and care coordination services. The new contract is anticipated to begin January 1, 2023.

  • In February 2022, our Louisiana subsidiary, Louisiana Healthcare Connections, was awarded a Medicaid contract by the Louisiana Department of Health to continue administering quality, integrated healthcare services to members across the state. The contract is expected to commence in July 2022.

  • In January 2022, our Nevada subsidiary, SilverSummit Healthplan, Inc., commenced the contract awarded from the Nevada Department of Health and Human Services - Health Care Financing and Policy to continue providing managed care services for its Medicaid Managed Care program in both Clark and Washoe Counties.

  • In October 2021, CMS published updated Medicare Star quality ratings for the 2022 rating year. Over 50% of our Medicare members are in a 4.0 star or above plan for the 2023 bonus year, compared to approximately 30% for the 2022 bonus year. This increase in Star quality ratings is primarily due to certain disaster relief provisions, which we do not expect to be applicable in future years. As a result, we expect to experience a meaningful decrease to our Star ratings for the 2023 Star rating year, which impacts the 2024 bonus year, followed by a subsequent increase to our Star ratings for the 2024 Star rating year, which impacts the 2025 bonus year.

*•*In August 2021, we announced that our North Carolina subsidiaries, Carolina Complete Health and WellCare of North Carolina, will coordinate physical and/or other health services with Local Management Entities/Managed Care Organizations under the state's new Tailored Plans. The Tailored Plans, which are expected to launch in December 2022, are integrated health plans designed for individuals with significant behavioral health needs and intellectual/developmental disabilities.

  • In August 2021, our Ohio subsidiary, Buckeye Health Plan, was awarded a Medicaid contract by the Ohio Department of Medicaid to continue servicing members with quality healthcare, coordinated services, and benefits. The contract is expected to commence in July 2022.

  • We expect Medicaid eligibility redeterminations to begin in August 2022.

  • We will be negatively impacted by the anticipated carve out of Ohio pharmacy services in the second half of 2022 in connection with the state's transition of pharmacy services from managed care to a single pharmacy benefit manager.

  • We may be negatively impacted by potential Medicaid state rate actions and risk corridor mechanisms as a result of the COVID-19 pandemic.

MEMBERSHIP

From March 31, 2021 to March 31, 2022, we increased our managed care membership by 1.9 million, or 8%. The following table sets forth our membership by line of business:

March 31, 2022December 31, 2021March 31, 2021
Traditional Medicaid (1)13,590,10013,328,40012,307,400
High Acuity Medicaid (2)1,682,8001,686,1001,529,000
Total Medicaid15,272,90015,014,50013,836,400
Commercial Marketplace2,031,0002,140,5001,900,900
Commercial Group449,700462,100483,400
Total Commercial2,480,7002,602,6002,384,300
Medicare (3)1,452,5001,252,2001,138,500
Medicare PDP4,169,7004,070,5004,109,700
Total at-risk membership (4)23,375,80022,939,80021,468,900
TRICARE eligibles2,862,4002,874,7002,881,400
Total26,238,20025,814,50024,350,300
(1) Membership includes TANF, Medicaid Expansion, CHIP, Foster Care and Behavioral Health. (2) Membership includes ABD, IDD, LTSS and MMP Duals. (3) Membership includes Medicare Advantage and Medicare Supplement. (4) Membership includes 1,231,500, 1,178,000, and 1,086,300 dual-eligible beneficiaries for the periods ending March 31, 2022, December 31, 2021, and March 31, 2021, respectively.

RESULTS OF OPERATIONS

The following discussion and analysis is based on our Consolidated Statements of Operations, which reflect our results of operations for the three months ended March 31, 2022 and 2021, prepared in accordance with generally accepted accounting principles in the United States.

Summarized comparative financial data for the three months ended March 31, 2022 and 2021 is as follows ($ in millions, except per share data in dollars):

Three Months Ended March 31,
20222021% Change
Premium$31,889$26,93318%
Service2,3431,18198%
Premium and service revenues34,23228,11422%
Premium tax2,9531,86958%
Total revenues37,18529,98324%
Medical costs27,83823,39119%
Cost of services1,9881,04890%
Selling, general and administrative expenses2,7452,23423%
Depreciation expense15613317%
Amortization of acquired intangible assets1991952%
Premium tax expense3,0061,92856%
Earnings from operations1,2531,05419%
Investment and other income52103(50)%
Debt extinguishment3(46)n.m.
Interest expense(160)(170)(6)%
Earnings before income tax expense1,14894122%
Income tax expense29624421%
Net earnings85269722%
(Earnings) loss attributable to noncontrolling interests(3)2n.m.
Net earnings attributable to Centene Corporation$849$69921%
Diluted earnings per common share attributable to Centene Corporation$1.44$1.1921%
n.m.: not meaningful

Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021

Total Revenues

The following table sets forth supplemental revenue information for the three months ended March 31, ($ in millions):

20222021% Change
Medicaid$24,076$20,19119%
Commercial4,1323,8986%
Medicare (1)5,7574,33933%
Other3,2201,555107%
Total Revenues$37,185$29,98324%
(1) Medicare includes Medicare Advantage, Medicare Supplement and Medicare PDP.

Total revenues increased 24% in the three months ended March 31, 2022 over the corresponding period in 2021, driven by organic Medicaid growth, partially due to the ongoing suspension of eligibility redeterminations, 28% membership growth in the Medicare business (16% growth since December 31, 2021), our recent acquisitions of Magellan Health (Magellan) and Circle Health, the commencement of our contracts in North Carolina, and $1.9 billion of additional premium tax revenue and retroactive state directed payments.

Operating Expenses

Medical Costs

The HBR for the three months ended March 31, 2022, was 87.3%, compared to 86.8% in the same period in 2021. The HBR for the first quarter of 2022 was negatively impacted primarily by a return to more normalized traditional Medicaid medical utilization as compared to the first quarter of 2021, partially offset by pricing actions and lower traditional utilization in the Marketplace business.

Cost of Services

Cost of services increased by $940 million in the three months ended March 31, 2022, compared to the corresponding period in 2021, primarily attributable to newly acquired businesses, including Magellan and Circle Health. The cost of service ratio for the three months ended March 31, 2022, was 84.8%, compared to 88.7% in the same period in 2021. The decrease in the cost of service ratio was driven by the acquisition of the Circle Health business, which operates at a lower cost of service ratio.

Selling, General & Administrative Expenses

The SG&A expense ratio was 8.0% for the first quarter of 2022, compared to 7.9% in the first quarter of 2021. The adjusted SG&A expense ratio was 7.7% for the first quarter of 2022, compared to 7.6% in the first quarter of 2021. The increases were due to the additions of the Magellan and Circle Health businesses, which operate at higher SG&A expense ratios due to the nature of the businesses. These impacts were partially offset by the leveraging of expenses over higher revenues as a result of increased membership and retroactive state directed payments. The SG&A expense ratio increased in 2022 due to higher acquisition related costs as a result of the Magellan Acquisition, partially offset by reduced restructuring charges compared to 2021.

Other Income (Expense)

The following table summarizes the components of other income (expense) for the three months ended March 31, ($ in millions):

20222021
Investment and other income$52$103
Debt extinguishment3(46)
Interest expense(160)(170)
Other income (expense), net$(105)$(113)

Investment and other income. Investment and other income decreased by $51 million in the three months ended March 31, 2022 compared to the corresponding period in 2021, driven by market and interest rate volatility.

Debt extinguishment. In February 2021, we tendered or redeemed all of our outstanding $2.2 billion 4.75% Senior Notes, due 2025 and recognized a pre-tax loss on extinguishment of approximately $46 million. The loss includes the call premium, the write-off of unamortized debt issuance costs and expenses related to the redemption.

Interest expense. Interest expense decreased by $10 million in the three months ended March 31, 2022 compared to the corresponding period in 2021. The decrease was driven by our 2021 refinancing actions.

Income Tax Expense

For the three months ended March 31, 2022, we recorded income tax expense of $296 million on pre-tax earnings of $1.1 billion, or an effective tax rate of 25.8%. For the first quarter of 2022, our effective tax rate on adjusted earnings was 25.1%. For the three months ended March 31, 2021, we recorded income tax expense of $244 million on pre-tax earnings of $941 million, or an effective tax rate of 25.9%. For the first quarter of 2021, our effective tax rate on adjusted earnings was 25.4%.

Segment Results

The following table summarizes our consolidated operating results by segment for the three months ended March 31, ($ in millions):

20222021% Change
Total Revenues
Managed Care$34,521$28,60321%
Specialty Services6,1154,26743%
Eliminations(3,451)(2,887)(20)%
Consolidated Total$37,185$29,98324%
Earnings from Operations
Managed Care$1,237$95629%
Specialty Services1698(84)%
Consolidated Total$1,253$1,05419%

Managed Care

Total revenues increased 21% in the three months ended March 31, 2022, compared to the corresponding period in 2021. The increase was due to organic Medicaid growth, partially due to the ongoing suspension of eligibility redeterminations, membership growth in the Medicare business, our recent acquisition of Circle Health, the commencement of our contracts in North Carolina, and premium tax revenue and retroactive state directed payments. Earnings from operations increased $281 million between years primarily as a result of Medicaid and Medicare membership growth, lower traditional utilization in the Marketplace business, the recent acquisition of Circle Health, and profitability growth in the PDP business, partially offset by a return to more normalized traditional Medicaid utilization.

Specialty Services

Total revenues increased 43% in the three months ended March 31, 2022, compared to the corresponding period in 2021, resulting primarily from our recent acquisition of Magellan and increased services associated with membership growth in the Managed Care segment. Earnings from operations decreased $82 million in the three months ended March 31, 2022, compared to the corresponding period in 2021, primarily due to a non-recurring item in our federal services business in the prior year. Decreases in operations were partially offset by the Magellan Acquisition.

LIQUIDITY AND CAPITAL RESOURCES

Shown below is a condensed schedule of cash flows used in the discussion of liquidity and capital resources ($ in millions).

Three Months Ended March 31,
20222021
Net cash provided by operating activities$1,151$43
Net cash used in investing activities(2,401)(607)
Net cash used in financing activities(498)(73)
Effect of exchange rate changes on cash and cash equivalents33(16)
Net decrease in cash, cash equivalents, and restricted cash and cash equivalents$(1,715)$(653)

Cash Flows Provided by Operating Activities

Normal operations are funded primarily through operating cash flows and borrowings under our revolving credit facility. Operating activities provided cash of $1.2 billion in the three months ended March 31, 2022 compared to providing cash of $43 million in the comparable period in 2021. Cash flows provided by operations in 2022 was primarily driven by net earnings.

Cash flows provided by operations in 2021 were due to net earnings, timing of subsidy payments from CMS related to our Medicare PDP business, and an increase in medical claims liabilities, almost entirely offset by a delay in premium payments from one of our state partners of approximately $900 million and an increase in risk adjustment receivable.

Cash Flows Used in Investing Activities

Investing activities used cash of $2.4 billion in the three months ended March 31, 2022, and $607 million in the comparable period in 2021. Cash flows used in investing activities in 2022 primarily consisted of our acquisition of Magellan and net additions to the investment portfolio of our regulated subsidiaries (including transfers from cash and cash equivalents to long-term investments).

Cash flows used in investing activities in 2021 primarily consisted of the net additions to the investment portfolio of our regulated subsidiaries (including transfers from cash and cash equivalents to long-term investments) and capital expenditures.

We spent $242 million and $187 million in the three months ended March 31, 2022 and 2021, respectively, on capital expenditures for system enhancements, market growth, and corporate headquarters expansions.

As of March 31, 2022, our investment portfolio consisted primarily of fixed-income securities with an average duration of 3.6 years. We had unregulated cash and cash equivalents of $637 million at March 31, 2022, including $417 million in our international subsidiaries (a material portion of which is expected to be used to satisfy contractual obligations), compared to $2.7 billion at December 31, 2021, including $430 million in our international subsidiaries. Unregulated cash was substantially reduced in January 2022 upon the closing of the Magellan Acquisition for the purchase price payment and corresponding closing costs. Unregulated cash and investments include private equity investments and company owned life insurance contracts.

Cash Flows Used in Financing Activities

Financing activities used cash of $498 million in the three months ended March 31, 2022, compared to using cash of $73 million in the comparable period in 2021. Financing activities in 2022 were driven by the redemption of Magellan's outstanding debt of $535 million acquired in the transaction using Magellan's cash on hand. In 2021, net financing activities were due to costs associated with our debt refinancing, offset by increased borrowings.

Liquidity Metrics

The credit agreement underlying our Revolving Credit Facility and Term Loan Facility contains customary covenants as well as financial covenants including a minimum fixed charge coverage ratio and a maximum debt-to-EBITDA ratio. Our maximum debt-to-EBITDA ratio under the credit agreement may not exceed 4.0 to 1.0. As of March 31, 2022, we had $213 million of borrowings outstanding under our Revolving Credit Facility, $2.2 billion of borrowings under our Term Loan Facility, and we were in compliance with all covenants. As of March 31, 2022, there were no limitations on the availability of our Revolving Credit Facility as a result of the debt-to-EBITDA ratio.

In 2017, we executed a $200 million non-recourse construction loan to fund the expansion of our corporate headquarters. As of March 31, 2022, we had $182 million in borrowings outstanding under the loan, which is included in the current portion of long-term debt. In April 2022, we extended the term of the loan for an additional one year. The extension reduced interest on the loan to SOFR plus 1.85% and matures in April 2023.

We had outstanding letters of credit of $161 million as of March 31, 2022, which were not part of our revolving credit facility. The letters of credit bore weighted interest of 0.7% as of March 31, 2022. In addition, we had outstanding surety bonds of $1.4 billion as of March 31, 2022.

The indentures governing our various maturities of senior notes contain limited restrictive covenants. As of March 31, 2022, we were in compliance with all covenants.

At March 31, 2022, we had working capital, defined as current assets less current liabilities, of $1.4 billion, compared to $2.7 billion at December 31, 2021. Unregulated cash was substantially reduced in January 2022 upon the closing of the Magellan Acquisition for the purchase price payment and corresponding closing costs. We manage our short-term and long-term investments with the goal of ensuring that a sufficient portion is held in investments that are highly liquid and can be sold to fund short-term requirements as needed.

At March 31, 2022, our debt to capital ratio, defined as total debt divided by the sum of total debt and total equity, was 40.9%, compared to 41.2% at December 31, 2021. Excluding $182 million of non-recourse debt, our debt to capital ratio was 40.7% as of March 31, 2022, compared to $184 million and 40.9% at December 31, 2021. We utilize the debt to capital ratio as a measure, among others, of our leverage and financial flexibility.

2022 Expectations

During the remainder of 2022, we expect to receive net dividends from our insurance subsidiaries of approximately $900 million and spend approximately $800 million in additional capital expenditures primarily associated with system enhancements and the completion of our office in Charlotte, North Carolina. In February 2021, our Board of Directors approved an increase in our existing share repurchase program for our common stock. With the increase, we are authorized to repurchase up to $1.0 billion of shares of our common stock, inclusive of the previously approved stock repurchase program. We have $800 million remaining under the program for repurchases as of March 31, 2022. No duration has been placed on the repurchase program.

Based on our operating plan, we expect that our available cash, cash equivalents and investments, cash from our operations and cash available under our Revolving Credit Facility will be sufficient to finance our general operations and capital expenditures for at least 12 months from the date of this filing. While we are currently in a strong liquidity position and believe we have adequate access to capital, we may elect to increase borrowings on our Revolving Credit Facility. From time to time we may elect to raise additional funds for these and other purposes, either through issuance of debt or equity, the sale of investment securities or otherwise, as appropriate. In addition, we may strategically pursue refinancing or redemption opportunities to extend maturities and/or improve terms of our indebtedness if we believe such opportunities are favorable to us.

We intend to continue to evaluate strategic actions in connection with our Value Creation Plan, targeting initiatives to improve productivity, efficiencies and reduced organizational costs, as well as capital deployment activities, including share repurchases, portfolio optimization and the evaluation of refinancing opportunities. In addition to creating shareholder value, this plan encompasses a larger organizational mission to enhance our member and provider experience, improve outcomes for our members, and to initiate new ways of doing business that make Centene a great partner in all aspects of our operations.

REGULATORY CAPITAL AND DIVIDEND RESTRICTIONS

Our operations are conducted through our subsidiaries. As managed care organizations, most of our subsidiaries are subject to state regulations and other requirements that, among other things, require the maintenance of minimum levels of statutory capital, as defined by each state, and restrict the timing, payment and amount of dividends and other distributions that may be paid to us. Generally, the amount of dividend distributions that may be paid by a regulated subsidiary without prior approval by state regulatory authorities is limited based on the entity's level of statutory net income and statutory capital and surplus.

Our regulated subsidiaries are required to maintain minimum capital requirements prescribed by various regulatory authorities in each of the states in which we operate. During the three months ended March 31, 2022, we made net capital contributions of $52 million to our regulated subsidiaries. For our subsidiaries that file with the National Association of Insurance Commissioners (NAIC), the aggregate risk-based capital (RBC) level as of December 31, 2021, which was the most recent date for which reporting was required, was in excess of 350% of the Authorized Control Level. We intend to continue to maintain an aggregate RBC level in excess of 350% of the Authorized Control Level during 2022.

Under the California Knox-Keene Health Care Service Plan Act of 1975, as amended (Knox-Keene), certain of our California subsidiaries must comply with tangible net equity (TNE) requirements. Under these Knox-Keene TNE requirements, actual net worth less certain unsecured receivables and intangible assets must be more than the greater of (i) a fixed minimum amount, (ii) a minimum amount based on premiums or (iii) a minimum amount based on healthcare expenditures, excluding capitated amounts.

Under the New York State Department of Health Codes, Rules and Regulations Title 10, Part 98, our New York subsidiary must comply with contingent reserve requirements. Under these requirements, net worth based upon admitted assets must equal or exceed a minimum amount based on annual net premium income.

The NAIC has adopted rules which set minimum RBC requirements for insurance companies, managed care organizations and other entities bearing risk for healthcare coverage. As of March 31, 2022, each of our health plans was in compliance with the RBC requirements enacted in those states.

As a result of the above requirements and other regulatory requirements, certain of our subsidiaries are subject to restrictions on their ability to make dividend payments, loans or other transfers of cash to their parent companies. Such restrictions, unless amended or waived or unless regulatory approval is granted, limit the use of any cash generated by these subsidiaries to pay our obligations. The maximum amount of dividends that can be paid by our insurance company subsidiaries without prior approval of the applicable state insurance departments is subject to restrictions relating to statutory surplus, statutory income and unassigned surplus.

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