CNC 10-K Annual Report Dec. 31, 2020 | Alphaminr
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CNC 10-K Fiscal year ended Dec. 31, 2020

Balance Sheet
Cash Flow
Income Statement
Debt
CENTENE CORP
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PROXIES
DEF 14A
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DEF 14A
 		Filed on Dec. 26, 2018
DEF 14A
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DEF 14A
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DEF 14A
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DEF 14A
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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. Removed and ReservedItem 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 Agreement and Plan of Merger, dated as of March 26, 2019, by and among Centene Corporation, Wellington Merger Sub I, Inc., Wellington Merger Sub II, Inc., and WellCare Health Plans, Inc. 8-K March 27, 2019 2.1 2.2 + Agreement and Plan of Merger, dated as of January 4, 2021, by and among Centene Corporation, Mayflower Merger Sub, Inc. and Magellan Health, Inc. 8-K January 4, 2021 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 and restated effective as of October 22, 2019 8-K October 22, 2019 3.1 4.1 Description of Securities of the Company 10-K February 18, 2020 4.1 4.2 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 4.3 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 4.4 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 4.5 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 Companys 4.75% Senior Notes due 2025 (including the Form of Global Note attached thereto) 8-K December 6, 2019 4.1 4.6 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 Companys 4.25% Senior Notes due 2027 (including the Form of Global Note attached thereto) 8-K December 6, 2019 4.2 4.7 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 Companys 4.625% Senior Notes due 2029 (including the Form of Global Note attached thereto) 8-K December 6, 2019 4.3 4.8 Indenture, dated as of January 23, 2020, by and between Centene Corporation, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the Companys 5.375% Senior Notes due 2026 (including the Form of Global Note attached thereto) 8-K January 23, 2020 4.2 4.9 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 4.10 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 4.11 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 4.12 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 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 * 2012 Stock Incentive plan, as Amended 8-K April 27, 2017 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 10-K February 19, 2019 10.6 10.6 * Centene Corporation 2007 Long-Term Incentive Plan,as Amended 10.7 * Centene Corporation Short-Term Executive Compensation Plan 10-K February 22, 2011 10.12 10.8 * Executive Employment Agreement between Centene Corporation and Michael F.Neidorff, dated November 8, 2004 8-K November 9, 2004 10.1 10.8a * Amendment No. 1 to Executive Employment Agreement between Centene Corporation and Michael F. Neidorff 10-Q October 28, 2008 10.2 10.8b * Amendment No. 2 to Executive Employment Agreement between Centene Corporation and Michael F. Neidorff 10-Q April 28, 2009 10.2 10.8c * Amendment No. 3 to Executive Employment Agreement between Centene Corporation and Michael F. Neidorff 10-Q October 23, 2012 10.2 10.8d * Amendment No. 4 to Executive Employment Agreement between Centene Corporation and Michael F. Neidorff 8-K May 16, 2013 10.1 10.8e * Amendment No. 5 to Executive Employment Agreement between Centene Corporation and Michael F. Neidorff 8-K December 14, 2016 10.1 10.8f * Amendment No. 6 to Executive Employment Agreement between Centene Corporation and Michael F. Neidorff 8-K February 4, 2019 10.1 10.9 * Form of Executive Severance and Change in Control Agreement 10-Q October 28, 2008 10.3 10.9a * Amendment No. 1 to Form of Executive Severance and Change in Control Agreement 10-Q October 23, 2012 10.3 10.9b * Amendment No. 2 to Form of Executive Severance and Change in Control Agreement 10-Q April 28, 2015 10.1 10.10 * Form of Non-statutory Stock Option Agreement (Employees) 10-Q October 28, 2008 10.5 10.11 * Form of Non-statutory Stock Option Agreement (Employees) #2 10.12 * Form of Non-statutory Stock Option Agreement (Directors) 10-K February 23, 2009 10.18 10.13 * Form of Incentive Stock Option Agreement 10-Q October 28, 2008 10.6 10.14 * Form of Restricted Stock Unit Agreement #1 10-K February 21, 2017 10.20 10.15 * Form of Restricted Stock Unit Agreement #2(under the 2012 Stock Incentive Plan, As Amended) 8-K December 21, 2020 10.1 10.16 * Form of Performance Based Restricted Stock Unit Agreement #1 10-K February 21, 2017 10.23 10.17 * Form of Performance Based Restricted Stock Unit Agreement #2 (under the 2012 Stock Incentive Plan, As Amended) 8-K December 21, 2020 10.2 10.18 * Form of Long-Term Incentive Plan Agreement #1 10-K February 21, 2017 10.25 10.19 * Form of Long-Term Incentive Plan Agreement #2 (under the 2007 Long-Term Incentive Plan, As Amended) 8-K December 21, 2020 10.3 10.21 * Amendment No. 1 to the 2019 Incentive Compensation Plan of WellCare Health Plans, Inc., dated as of January 23, 2020 S-8 January 23, 2020 4.4 10.22 * Incentive Compensation Plan of WellCare Health Plans, Inc. DEF14A2 April 10, 2013 A 10.23 * WellCare Health Plans, Inc. Executive Severance Plan, as amended and restated 10-K2 February 12, 2019 10.3(c) 10.24 * Executive Employment Agreement between Centene Corporation and Kenneth Burdick, dated May 30, 2019 10.25 * Transition Services Agreement between Centene Corporation and Kenneth Burdick, dated February21, 2020 10.26 * Consulting Services Agreement between Centene Corporation and Kenneth Burdick, dated January 23, 2021 10.27 Credit Agreement originally dated as of March 24, 2016, as amended and restated as of December 14, 2017, as further amended and restated as of May 7, 2019, and as further amended and restated as of September 11, 2019 among Centene Corporation, as the Company, the various financial institutions party hereto, as lenders, and WellsFargo Bank, National Association, as administrative agent 10-Q October 22, 2019 10.1 10.27a Amendment No. 1, dated as of November 14, 2019, to the Credit Agreement dated as of March 24, 2016, as amended and restated as of December 14, 2017, as further amended and restated as of May 7, 2019, and as further amended and restated as of September 11, 2019, among Centene Corporation, a Delaware corporation, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent 10-K February 18, 2020 10.25c 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 333-238597, 333-236036, 333-217634, 333-210376, 333-197737, 333-180976, 333-108467 and 333-90976) and on Form S-3 (File Numbers 333-238050 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)