CNC 10-K Annual Report Dec. 31, 2021 | Alphaminr
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CNC 10-K Fiscal year ended Dec. 31, 2021

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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. 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 InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart 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 3.1 Amended and Restated Certificate of Incorporation of Centene Corporation, dated April 27, 2021 8-K April 30, 2021 3.1 3.2 By-laws of Centene Corporation, as amended and restated effective as of December 14, 2021 8-K December 14, 2021 3.1 4.1 Description of Securities of the Company 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 Companys 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 Companys 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 10-K February 19, 2019 10.6 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 * 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 10.8g * Amendment No 7. to Executive Employment Agreement between Centene Corporation and Michael F. Neidorff 10.8h * Amendment No.8 to Executive Employment Agreement between Centene Corporation and Michael F. Neidorff 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-K February 22, 2021 10.11 10.12 Form of Non-statutory Stock Option Agreement (Employees) #3 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 Restricted Stock Unit Agreement #1 10-K February 21, 2017 10.20 10.16 * Form of Restricted Stock Unit Agreement #2 (under the 2012 Stock Incentive Plan, As Amended) 8-K December 21, 2020 10.1 10.17 * Form of Performance Based Restricted Stock Unit Agreement #1 10-K February 21, 2017 10.23 10.18 * Form of Performance Based Restricted Stock Unit Agreement #2 (under the 2012 Stock Incentive Plan, As Amended) 8-K December 21, 2020 10.2 10.19 * Form of Long-Term Incentive Plan Agreement #1 10-K February 21, 2017 10.25 10.20 * Form of Long-Term Incentive Plan Agreement #2 (under the 2007 Long-Term Incentive Plan, As Amended) 8-K December 21, 2020 10.3 10.22 * 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 10.23 * WellCare Health Plans, Inc. Executive Severance Plan, as amended and restated 10-K1 February 12, 2019 10.3(c) 10.24 * Executive Employment Agreement between Centene Corporation and Kenneth Burdick, dated May 30, 2019 10-K February 22, 2021 10.24 10.25 * Transition Services Agreement between Centene Corporation and Kenneth Burdick, dated February 21, 2020 10-K February 22, 2021 10.25 10.26 * Consulting Services Agreement between Centene Corporation and Kenneth Burdick, dated January 23, 2021 10-K February 22, 2021 10.26 10.27 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 10.28 * Letter Agreement, dated May 4, 2021, by and between Centene Corporation and Andrew Asher 10-Q July 27, 2021 10.2 10.29 * Separation Agreement and Release between Centene Corporation and Jeffrey Schwaneke, dated September 26, 2021 10-Q October 26, 2021 10.2 10.30 * Transition Agreement between Centene Corporation and Jesse Hunter, dated October 26, 2021 10.31 * Separation Agreement and General Release between Centene Management Company LLC and Jesse N. Hunter, dated November 5, 2021 10.32 Cooperation Agreement between Centene Corporation and Politan Capital Management LP, dated December 14, 2021 8-K December 14, 2021 10.1 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 333-261993, 333-255735, 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)