CNC 10-K Annual Report Dec. 31, 2018 | Alphaminr

CNC 10-K Fiscal year ended Dec. 31, 2018

CENTENE CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Asset Purchase Agreement, dated as of September 12, 2017, between Centene Corporation and New York State Catholic Health Plan, Inc. d/b/a Fidelis Care New York, incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K dated September 12, 2017. 8-K September 12, 2017 2.1 3.1b Certificate of Amendment to Certificate of Incorporation of Centene Corporation as filed with the Secretary of State of the State of Delaware 10-Q July 26, 2004 3.1b 3.1c Certificate of Amendment to Certificate of Incorporation of Centene Corporation as filed with the Secretary of State of the State of Delaware S-3ASR May 16, 2014 3.1c 3.1d Certificate of Amendment to Certificate of Incorporation of Centene Corporation as filed with the Secretary of State of the State of Delaware 8-K October 26, 2015 3.1 3.1e Certificate of Amendment to Certificate of Incorporation of Centene Corporation as filed with the Secretary of State of the State of Delaware 8-K February 7, 2019 3.1 3.2 By-laws of Centene Corporation, as amended effective as of February 5, 2018 8-K February 9, 2018 3.1 4.1 Indenture, dated April 29, 2014, among the Company and The Bank of New York Mellon Trust Company, N.A., relating to the Companys 4.75% Senior Notes due 2022 (including Form of Global Note as Exhibit A thereto) 8-K April 29, 2014 4.1 4.2 Indenture, dated February 11, 2016, among Centene Escrow Corporation and The Bank of New York Mellon Trust Company, N.A., relating to the Companys 5.625% Senior Notes due 2021 (including Form of Global Note as Exhibit A thereto) 8-K February 11, 2016 4.1 4.3 Indenture, dated February 11, 2016, among Centene Escrow Corporation and The Bank of New York Mellon Trust Company, N.A., relating to the Companys 6.125% Senior Notes due 2024 (including Form of Global Note as Exhibit A thereto) 8-K February 11, 2016 4.2 4.4 Indenture, dated November 9, 2016, among Centene Escrow Corporation and The Bank of New York Mellon Trust Company, N.A., relating to the Companys 4.75% Senior Notes due 2025 (including Form of Global Note as Exhibit A thereto) 8-K November 9, 2016 4.1 4.5 Indenture, dated as of May 23, 2018, by and between Centene Escrow I Corporation, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the Company's 5.375% Senior Notes due 2026 (including Form of Global Note attached thereto). 8-K May 23, 2018 4.1 4.6 First Supplemental Indenture, dated as of July 1, 2018, by and between Centene Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee. 8-K July 2, 2018 4.2 10.2 * 2002 Employee Stock Purchase Plan, As Amended and Restated 10.3 * Centene Corporation Amended and Restated 2003 Stock Incentive Plan 8-K April 30, 2010 10.1 10.4 * 2012 Stock Incentive plan, as Amended 8-K April 27, 2017 10.1 10.5 * Amended and Restated Non-Employee Directors Deferred Stock Compensation Plan 10-Q July 28, 2015 10.1 10.6 * Amended and Restated Voluntary Nonqualified Deferred Compensation Plan 10.7 * Centene Corporation 2007 Long-Term Incentive Plan 8-K April 26, 2007 10.2 10.8 * Centene Corporation Short-Term Executive Compensation Plan 10-K February 22, 2011 10.12 10.9 * Executive Employment Agreement between Centene Corporation and Michael F. Neidorff, dated November 8, 2004 8-K November 9, 2004 10.1 10.9a * Amendment No. 1 to Executive Employment Agreement between Centene Corporation and Michael F. Neidorff 10-Q October 28, 2008 10.2 10.9b * Amendment No. 2 to Executive Employment Agreement between Centene Corporation and Michael F. Neidorff 10-Q April 28, 2009 10.2 10.9c * Amendment No. 3 to Executive Employment Agreement between Centene Corporation and Michael F. Neidorff 10-Q October 23, 2012 10.2 10.9d * Amendment No. 4 to Executive Employment Agreement between Centene Corporation and Michael F. Neidorff 8-K May 16, 2013 10.1 10.9e' * Amendment No. 5 to Executive Employment Agreement between Centene Corporation and Michael F. Neidorff 8-K December 14, 2016 10.1 10.9f * Amendment No. 6 to Executive Employment Agreement between Centene Corporation and Michael F. Neidorff 8-K February 4, 2019 10.1 10.10 * Form of Executive Severance and Change in Control Agreement 10-Q October 28, 2008 10.3 10.10a * Amendment No. 1 to Form of Executive Severance and Change in Control Agreement 10-Q October 23, 2012 10.3 10.10b * Amendment No. 2 to Form of Executive Severance and Change in Control Agreement 10-Q April 28, 2015 10.1 10.11 * Form of Non-statutory Stock Option Agreement (Non-Employees) 8-K July 28, 2005 10.3 10.12 * Form of Non-statutory Stock Option Agreement (Employees) 10-Q October 28, 2008 10.5 10.13 * Form of Non-statutory Stock Option Agreement (Directors) 10-K February 23, 2009 10.18 10.14 * Form of Incentive Stock Option Agreement 10-Q October 28, 2008 10.6 10.15 * Form of Stock Appreciation Right Agreement 8-K July 28, 2005 10.6 10.16 * Form of Restricted Stock Agreement 10-Q October 25, 2005 10.8 10.17 * Form of Restricted Stock Unit Agreement #1 10-K February 22, 2016 10.13 10.18 * Form of Restricted Stock Unit Agreement #2 10-K February 21, 2017 10.20 10.19 * Form of Restricted Stock Unit Agreement #3 10.20 * Form of Performance Based Restricted Stock Unit Agreement #1 10-K February 22, 2016 10.20 10.21 * Form of Performance Based Restricted Stock Unit Agreement #2 10-K February 22, 2016 10.21 10.22 * Form of Performance Based Restricted Stock Unit Agreement #3 10-K February 21, 2017 10.23 10.23 * Form of Long-Term Incentive Plan Agreement #1 8-K February 7, 2008 10.1 10.24 * Form of Long-Term Incentive Plan Agreement #2 10-K February 21, 2017 10.25 10.25 Credit Agreement, dated as of March 24, 2016, by and among Centene Corporation, the various financial institutions party thereto and Wells Fargo Bank, National Association 8-K March 24, 2016 10.1 10.25a Amended and Restated Credit Agreement, dated as of December 14, 2017, to the Credit Agreement dated as of March 24, 2016, among Centene Corporation, the lenders party thereto and Wells Fargo Bank, National Association 10-K February 20, 2018 10.24a 21 List of subsidiaries 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 333-217634, 333-210376, 333-197737, 333-180976, 333-108467, and 333-90976) and on Form S-3 (File Numbers 333-217636 and 333-209252) 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) 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) 32.1 Certification Pursuant to 18 U.S.C. Section 1350 (Chief Executive Officer) 32.2 Certification Pursuant to 18 U.S.C. Section 1350 (Chief Financial Officer)