CENTENE CORP

For the period ended Dec 31, 2023. Filed Feb 20, 2024.

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 20, 2024

CNC$70.19+2.4%Stored close · as of Nov 10, 2026

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Contents

Item 15. Exhibits and Financial Statement Schedules

Part IV

(a)Financial Statements and Schedules

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

Financial Statements:

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

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

Notes to Consolidated Financial Statements

Financial Statement Schedules:

None.

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

EXHIBIT INDEX

INCORPORATED BY REFERENCE
EXHIBIT NUMBER · DESCRIPTION · FILED WITH THIS FORM10-K · FORM · FILING DATE WITH SEC · EXHIBIT NUMBER
3.1		Amended and Restated Certificate of Incorporation of Centene Corporation, dated September 27, 2022		8-K	September 30, 2022	3.1
3.2		Amended and Restated By-laws of Centene Corporation, dated December 8, 2023		8-K	December 13, 2023	3.1
4.1		Description of Securities of the Company	X
4.2		Indenture, dated as of December 6, 2019, by and between Centene Corporation, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the Company's 4.25% Senior Notes due 2027 (including the Form of Global Note attached thereto)		8-K	December 6, 2019	4.2
4.3		Indenture, dated as of December 6, 2019, by and between Centene Corporation, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the Company's 4.625% Senior Notes due 2029 (including the Form of Global Note attached thereto)		8-K	December 6, 2019	4.3
4.4		Indenture, dated as of February 13, 2020, by and between Centene Corporation, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the Company's 3.375% Senior Notes due 2030 (including the Form of Global Note attached thereto)		8-K	February 13, 2020	4.1
4.5		Base Indenture, dated as of October 7, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee		8-K	October 7, 2020	4.1
4.6		First Supplemental Indenture, dated as of October 7, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee		8-K	October 7, 2020	4.2
4.7		Second Supplemental Indenture, dated as of February 17, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee		8-K	February 17, 2021	4.2
4.8		Third Supplemental Indenture, dated as of July 1, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee		8-K	July 1, 2021	4.2
4.9		Fourth Supplemental Indenture, dated as of August 12, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee		8-K	August 12, 2021	4.4
10.1	*	2002 Employee Stock Purchase Plan, As Amended and Restated		10-Q	July 23, 2019	10.1
10.2	*	Amendment No.1 to the 2002 Employee Stock Purchase Plan, As Amended and Restated		S-8	May 22, 2020	4.2
10.3	*	Centene Corporation 2012 Stock Incentive Plan, as amended		8-K	April 30, 2021	10.1
10.4	*	Amended and Restated Non-Employee Directors Deferred Stock Compensation Plan		10-Q	July 28, 2015	10.1
10.5	*	Amended and Restated Voluntary Nonqualified Deferred Compensation Plan	X
10.6	*	Centene Corporation 2007 Long-Term Incentive Plan, as Amended		10-K	February 22, 2021	10.6
10.7	*	Centene Corporation Short-Term Executive Compensation Plan		10-K	February 22, 2011	10.12

10.8	*	Form of Executive Severance and Change in Control Agreement		10-Q	October 28, 2008	10.3
10.8a	*	Amendment No. 1 of Form of Executive Severance and Change in Control Agreement		10-Q	October 23, 2012	10.3
10.8b	*	Amendment No. 2 of Form of Executive Severance and Change in Control Agreement		10-Q	April 28, 2015	10.1
10.9	*	Executive Severance and Change in Control Plan	X
10.10	*	Form of Non-statutory Stock Option Agreement (Employees) #1		10-K	February 22, 2021	10.11
10.11	*	Form of Non-statutory Stock Option Agreement (Employees) #2		10-K	February 22, 2022	10.12
10.12	*	Form of Non-statutory Stock Option Agreement (Directors)		10-K	February 21, 2023	10.13
10.13	*	Form of Restricted Stock Agreement (Directors) #1		10-K	February 21, 2023	10.14
10.14	*	Form of Restricted Stock Agreement (Directors) #2		10-Q	July 28, 2023	10.1
10.15	*	Form of Restricted Stock Unit Agreement #1		10-K	February 21, 2017	10.20
10.16	*	Form of Restricted Stock Unit Agreement #2		8-K	December 21, 2020	10.1
10.17	*	Form of Restricted Stock Unit Agreement #3		10-Q	April 25, 2023	10.1
10.18	*	Form of Restricted Stock Unit Agreement #4		10-Q	April 25, 2023	10.2
10.19	*	Form of Performance Based Restricted Stock Unit Agreement #1		10-K	February 21, 2017	10.23
10.20	*	Form of Performance Based Restricted Stock Unit Agreement #2		8-K	December 21, 2020	10.2
10.21	*	Form of Performance Based Restricted Stock Unit Agreement #3		10-Q	April 25, 2023	10.3
10.22	*	Form of Long-Term Incentive Plan Agreement		8-K	December 21, 2020	10.3
10.23		Fourth Amended and Restated Credit Agreement, dated as of August 16, 2021, among the Company, Wells Fargo Bank, National Association, as administrative agent, and the lenders and other parties thereto		8-K	August 18, 2021	1.1
10.23a		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.		8-K	June 6, 2023	10.1
10.24	*	Executive Employment Agreement between Centene Corporation and Sarah M. London, dated April 27, 2022		10-Q	July 26, 2022	10.1
10.24a	*	Amendment of Executive Employment Agreement between Centene Corporation and Sarah M. London, dated February 20, 2023		10-K	February 21, 2023	10.22a
10.25	*	Executive Employment Agreement between Centene Corporation and Andrew Asher, dated April 28, 2022		10-Q	July 26, 2022	10.3
10.25a	*	Amendment of Executive Employment Agreement between Centene Corporation and Andrew Asher, dated February 20, 2023		10-K	February 21, 2023	10.23a
10.26	*	Executive Employment Agreement between Centene Corporation and Kenneth Fasola, dated February 20, 2023		10-K	February 21, 2023	10.24
10.27	*	Executive Employment Agreement between Centene Corporation and James E. Murray, dated February 20, 2023		10-K	February 21, 2023	10.25

* Indicates a management contract or compensatory plan or arrangement.
10.28	*	Executive Employment Agreement between Centene Corporation and Brent Layton, dated April 27, 2022		10-Q	July 26, 2022	10.2
10.28a	*	Amendment of Executive Employment Agreement between Centene Corporation and Brent Layton dated December 13, 2022		8-K	December 14, 2022	10.1
10.29	*	Transition Services Agreement between Centene Corporation and Kenneth Burdick, dated February 21, 2020		10-K	February 22, 2021	10.25
10.30	*	Executive Officer Cash Severance Policy		10-K	February 21, 2023	10.31
10.31	*	Executive Restricted Covenant Agreement	X
21		List of subsidiaries	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, 333-180976, and 333-90976)	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 Officer)	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 Officer)	X
32.1	#	Certification Pursuant to 18 U.S.C. Section 1350 (Chief Executive Officer)	X
32.2	#	Certification Pursuant to 18 U.S.C. Section 1350 (Chief Financial Officer)	X
97		Centene Corporation Clawback Policy	X
101		The following materials from the Centene Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2023, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Earnings (Loss), (iv) the Consolidated Statements of Stockholders' Equity, (v) the Consolidated Statements of Cash Flows and (vi) related notes.	X
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)	X
# This certification is deemed not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

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