CNC 10-K Annual Report Dec. 31, 2023 | Alphaminr
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CNC 10-K Fiscal year ended Dec. 31, 2023

Balance Sheet
Cash Flow
Income Statement
Debt
CENTENE CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 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

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 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 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 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 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 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,and 333-90976) 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) 97 Centene Corporation ClawbackPolicy