CNC 8-K Current Reports

CENTENE CORP 8-K Report, Regulation FD Disclosure (Sep 16, 2026)

Centene Corporation (CNC) announced its participation in the Deutsche Bank 2026 Healthcare Summit on September 16, 2026, and subsequent investor discussions. Management will reiterate the company's full-year 2026 financial guidance, affirming GAAP diluted EPS expectations of greater than $3.11 and adjusted diluted EPS expectations of greater than $4.80. This filing serves primarily as a disclosure under Regulation FD, ensuring fair and timely information dissemination to investors. The company emphasizes its use of non-GAAP financial measures, such as adjusted diluted EPS, to provide a clearer view of ongoing operational performance. Investors are encouraged to review these non-GAAP measures alongside GAAP results and refer to previous filings for detailed reconciliations. The company also included standard forward-looking statement disclaimers, highlighting the inherent risks and uncertainties associated with future performance projections.

Sep 16, 2026 8-K

Earnings & ResultsLeadership ChangesRegulation FD+1

CENTENE CORP 8-K Report, Executive Changes (Aug 17, 2026)

Centene Corporation (NYSE: CNC) announced a planned Chief Financial Officer transition. CFO Andrew (Drew) Asher, who has served as CFO since 2021, will step down effective December 31, 2026, and remain with the company as a Strategic Advisor through the end of 2027 to support an orderly handover and strategic initiatives. Christopher Neczypor, most recently CFO of Lincoln National/Lincoln Financial (February 2023 to August 2026), has been named his successor. He joins Centene as Executive Vice President in early September 2026 and is expected to become Executive Vice President and CFO on January 1, 2027. He is not initially a Section 16 officer in the EVP role. The compensation package for Neczypor is substantial: a $1.1 million base salary, a 150% target annual cash bonus (with up to 200% payout potential), $5.25 million in target 2027 long-term equity awards, a one-time $10 million make-whole RSU grant vesting over three years, and a $2 million cash sign-on bonus subject to a 12-month clawback if he leaves voluntarily or is terminated for cause. The make-whole awards are designed to offset compensation he forfeits from Lincoln, which signals a competitive hire. The full employment agreement will be filed later as an exhibit to a periodic report. Alongside the leadership news, Centene reaffirmed its 2026 full-year adjusted diluted EPS guidance of greater than $4.80 and all related metrics from its July 28, 2026 second-quarter earnings release. For investors, the filing reads as a planned, well-telegraphed transition with a continuity bridge rather than a signal of operational trouble, though the new CFO's background is insurance-focused and heavily strategy and investment oriented rather than managed care operations.

Aug 17, 2026 8-K

Other Events

CENTENE CORP 8-K Report, Corporate Update (Jul 29, 2026)

Centene Corporation (CNC) has announced a partial redemption of its 4.25% Notes due December 15, 2027. The company intends to redeem $500,000,000 of these notes on August 13, 2026. This action will reduce the outstanding principal amount of the 2027 Notes to approximately $568,664,000 following the redemption. Investors holding these notes should be aware that their principal investment will be partially repaid at par plus any accrued interest up to the redemption date. This move signals a potential shift in Centene's capital structure or debt management strategy, and investors should monitor any further announcements regarding the use of cash or changes in debt levels.

Jul 29, 2026 8-K

CENTENE CORP 8-K Report, Financial Results (Jul 28, 2026)

Centene reported second-quarter 2026 results on July 28, 2026, with GAAP diluted EPS of $2.19 and adjusted diluted EPS of $2.51, compared with a GAAP loss of $(0.51) and adjusted loss of $(0.16) in the prior-year quarter. Total revenues rose to $53.6 billion from $48.7 billion, and premium and service revenues grew 4% to $44.4 billion. The health benefits ratio improved sharply to 89.6% from 93.0%, driven by Marketplace pricing and risk transfer, Medicaid rate increases, and a favorable Medicare outcome, with Commercial HBR falling to 79.2%. Management raised full-year 2026 guidance: GAAP diluted EPS is now greater than $3.11 and adjusted diluted EPS greater than $4.80, with total revenue guidance increased by $6.0 billion to $193.5–$197.5 billion. Management noted roughly $0.50 of non-recurring items in the guidance increase, a point investors should weigh when judging the sustainability of the raised outlook. Balance sheet and cash generation also strengthened. Operating cash flow for the quarter was $3.6 billion, and cash, investments and restricted deposits reached $44.8 billion. Total debt declined to $16.1 billion after $260 million of senior note repurchases, and debt-to-capitalization fell to 41.6% from 46.5% at year-end 2025. Membership continued to shift: Marketplace enrollment dropped to 3.5 million from 5.9 million a year earlier, while PDP membership grew to 8.8 million. Total at-risk membership declined about 8% year over year to 25.9 million, reflecting deliberate repricing and exits in Marketplace. Separately, director Kenneth Burdick resigned effective July 28, 2026, and the board appointed Paul Diaz, a healthcare private equity managing partner and former CEO of Myriad Genetics and Kindred Healthcare, to fill the vacancy. The board change is routine and not tied to any disagreement with the company, so it is unlikely to affect the investment case on its own.

Jul 28, 2026 8-K

Leadership ChangesShareholder Matters

CENTENE CORP 8-K Report, Executive Changes (Jun 22, 2026)

Centene Corporation (NYSE: CNC) filed an 8-K on June 22, 2026 to disclose that its Board of Directors, effective June 19, 2026, increased the Board's size from 9 to 10 members and elected Lauren M. Tyler to fill the newly created seat, with a term expiring at the 2027 annual meeting of stockholders. Ms. Tyler is expected to join the Audit Committee and the Compensation and Talent Committee effective July 1, 2026, and will receive the standard non-employee director compensation as described in the company's March 27, 2026 proxy statement. Ms. Tyler brings a background largely from JPMorgan Chase & Co., where she spent over two decades, most recently as Executive Vice President and Global Head of Human Resources for the Asset & Wealth Management Division (2015-2024). Earlier roles included Global Firmwide Chief Auditor (2014-2015) and Global Firmwide Head of Investor Relations (2009-2012). She currently sits on the boards of Cencora, Inc. and Guardian Life. The filing states there are no related-party transactions under Item 404(a), no family relationships with other directors or executives, and no arrangements under which she was selected as a director. For investors, this is a routine governance event rather than a material financial disclosure. The filing contains no financial results, guidance, or changes to operations. The appointment strengthens board expertise in audit, investor relations, and human capital, which is relevant given the company's oversight responsibilities in a heavily regulated, government-sponsored healthcare business. Investors may watch how her audit committee role develops, but the filing itself does not signal a change in strategy or financial outlook.

Jun 22, 2026 8-K

CENTENE CORP 8-K Report, Executive Changes (May 15, 2026)

Centene Corporation (CNC) filed an 8-K on May 15, 2026, detailing the outcomes of its Annual Meeting of Stockholders held on May 12, 2026. The report confirms the election of all nine director nominees for a one-year term, with strong support across the board. Additionally, shareholders provided a non-binding advisory vote of approval for the company's executive compensation and ratified the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. Of note, a shareholder proposal requesting an independent board chairman was not approved. The filing also clarifies the company's executive officer positions following recent appointments, with Sarah London continuing as CEO and key leadership roles in Medicaid, Medicare, and other operational areas outlined.

May 15, 2026 8-K

CENTENE CORP 8-K Report, Financial Results (Apr 28, 2026)

Centene Corporation (NYSE: CNC) reported first quarter 2026 results that beat its internal expectations, with GAAP diluted EPS of $3.11 and adjusted diluted EPS of $3.37, which management said was approximately $0.50 above its expectations. Total revenues were $49.9 billion and premium and service revenues rose 5% to $44.7 billion, driven by PDP premium yield and membership growth, state-directed payments, and Medicaid rate increases. The consolidated health benefits ratio (HBR) improved to 87.3% from 87.5%, led by a 50 basis point improvement in Medicaid (93.1%) and an 180 basis point improvement in Medicare (84.9%), which benefited from the absence of a Medicare Advantage premium deficiency reserve this year. Commercial HBR was slightly worse at 75.3%, reflecting higher Marketplace Silver acuity. Management raised full-year 2026 guidance floors: GAAP diluted EPS to greater than $2.37 and adjusted diluted EPS to greater than $3.40, and raised premium and service revenue guidance by $1.0 billion to $171.0-$175.0 billion, driven by Medicaid. Guidance includes a full-year HBR of 90.9%-91.7% and an SG&A ratio of 7.0%-7.6%. Balance sheet deleveraging continued, with $1.0 billion of 2027 senior notes repurchased in March using proceeds from a partial sale of 2025 CMS PDP receivables. Debt to capitalization fell to 43.2% from 46.5% at year-end, though total debt remained $16.4 billion and cash available for general corporate use was only $437 million. Operating cash flow of $4.4 billion was flattered by timing benefits, including the receivables sale and delayed premium payments from a state partner received in April. Key watch items for investors include the quality of earnings, since operating cash flow benefited from timing items, and the sustainability of Medicaid margin improvement amid rising membership pressure in Marketplace, which fell about 36% year over year to 3.6 million. Total at-risk membership declined to 26.3 million from 27.9 million, though PDP membership grew to 8.8 million. The filing is furnished under Item 2.02 and is not deemed filed under the Exchange Act.

Apr 28, 2026 8-K

Regulation FDOther Events

CENTENE CORP 8-K Report, Executive Changes (Mar 24, 2026)

Centene Corporation (CNC) announced a key leadership transition within its finance department, effective March 18, 2026. Theodore Pienkos has been appointed as the new Corporate Controller and Chief Accounting Officer. Mr. Pienkos is a seasoned executive with a long tenure at Centene, having held various accounting and finance roles since 2011, including Deputy Corporate Controller since August 2024. His extensive experience, including his background as a CPA and former auditor at KPMG, positions him well to oversee the company's accounting functions. In parallel, Kate Casso, the former Corporate Controller and Chief Accounting Officer, has been appointed to the newly created role of Senior Vice President, Finance Operations and Innovation. This move reflects Centene's focus on leadership development and strategic innovation. Ms. Casso will leverage her deep understanding of the company, gained over two decades of service, to drive improvements in finance operations, data analytics, and innovation initiatives, while continuing to oversee critical finance teams. Investors can view these changes as positive steps towards strengthening financial oversight and fostering future growth.

Mar 24, 2026 8-K

CENTENE CORP 8-K Report, Regulation FD Disclosure (Mar 10, 2026)

Centene Corporation has filed an 8-K report on March 10, 2026, primarily to provide an update ahead of their presentation at the Barclays 28th Annual Global Healthcare Conference. The key takeaway for investors is the reaffirmation of the company's previously issued 2026 full-year financial guidance. Centene expects to achieve GAAP diluted earnings per share (EPS) greater than $1.98 and adjusted diluted EPS greater than $3.00, signaling confidence in their operational performance and outlook for the remainder of the fiscal year. In addition to reaffirming guidance, the report disclosed Centene's intention to partially redeem its outstanding 4.25% Notes due December 15, 2027. The company plans to redeem $1,000,000,000 in aggregate principal amount of these notes on March 25, 2026, with approximately $1,186,664,000 of the notes remaining outstanding. This action suggests a proactive approach to managing its debt obligations and capital structure.

Mar 10, 2026 8-K

CENTENE CORP 8-K Report, Regulation FD Disclosure (Feb 23, 2026)

Centene Corporation (CNC) has filed an 8-K on February 23, 2026, primarily to disclose that its senior management team will be meeting with investors. During these meetings, the company intends to reaffirm its previously issued full-year 2026 guidance. This includes reiterating its GAAP diluted earnings per share (EPS) guidance of greater than $1.98 and its adjusted diluted EPS guidance of greater than $3.00. This reaffirmation suggests confidence in the company's financial trajectory for the remainder of the fiscal year, aligning with prior expectations despite potential market fluctuations. The filing also includes standard Forward-Looking Statements and a Non-GAAP Financial Presentation section. Centene emphasizes that its non-GAAP measures, which exclude items like amortization of acquired intangible assets and acquisition-related expenses, are provided to offer investors a clearer view of the ongoing operational performance and to facilitate more consistent period-to-period comparisons. Investors are advised to review GAAP financials in conjunction with these non-GAAP measures, as they may not be directly comparable to other companies' reporting.

Feb 23, 2026 8-K

CENTENE CORP 8-K Report, Financial Results (Feb 6, 2026)

Centene reported a challenging fourth quarter and full year 2025, with GAAP results heavily distorted by non-cash charges. Full-year GAAP diluted loss per share was $(13.53), driven mainly by a $6.7 billion goodwill impairment recorded in Q3 2025, plus a $513 million Magellan Health impairment tied to the pending divestiture of its remaining Magellan businesses. Excluding these items, full-year adjusted diluted EPS was $2.08, versus $7.17 in 2024, while Q4 adjusted diluted loss per share was $(1.19). The core driver of the earnings decline was medical cost pressure: the consolidated health benefits ratio rose to 91.9% for the year (from 88.3%) and to 94.3% in Q4, with Commercial/Marketplace morbidity the primary culprit, along with PDP program changes under the Inflation Reduction Act and higher Medicaid behavioral health and home health costs. Management says Marketplace and Medicaid trends are stabilizing, with Medicaid HBR improving 40 basis points sequentially in Q4 to 93.0%. Looking ahead, Centene guided to 2026 adjusted diluted EPS greater than $3.00 and GAAP diluted EPS greater than $1.98, with an HBR of 90.9%-91.7% and premium and service revenue of $170-174 billion. Guidance implies a meaningful margin recovery, with the consolidated HBR expected to improve roughly 35-40 basis points at the midpoint, driven by a roughly 95 basis point Medicaid-related improvement offset partly by PDP and other mix effects. Balance sheet items warrant attention: total debt was $17.4 billion, debt-to-capitalization rose to 46.5%, cash available for general corporate use was only $400 million, and days in claims payable fell to 46. Management emphasized continued debt reduction and a Medicaid net rate increase in the mid-4% range for 2026. For investors, the key questions are whether the 2026 margin recovery materializes, particularly in Marketplace where morbidity pressure has been most severe, and whether Medicaid cost trends continue to stabilize. The guidance represents a clear inflection narrative, but it depends heavily on execution in government and exchange businesses that have proven volatile, and the 2025 goodwill write-down signals that the earnings base has been reset materially lower.

Feb 6, 2026 8-K

CENTENE CORP 8-K Report, Regulation FD Disclosure (Nov 10, 2025)

Centene Corporation (CNC) has issued an 8-K filing on November 10, 2025, to announce its participation in the UBS 2025 Global Healthcare Conference on November 11, 2025. During this conference and subsequent investor discussions, management will provide commentary on the company's financial outlook. Importantly, this outlook remains consistent with the previously issued full-year 2025 guidance. Specifically, Centene reaffirms its full-year 2025 GAAP forecast of a diluted loss per share not exceeding $(12.85). Concurrently, the company reiterates its adjusted diluted EPS forecast for the full year 2025 to be at least $2.00. The filing also clarifies the company's use of non-GAAP financial measures, emphasizing their utility in assessing ongoing operations and performance consistency, while strongly encouraging investors to review their full GAAP financial statements. Centene also includes its standard forward-looking statements disclaimer, outlining various risks and uncertainties that could affect future performance.

Nov 10, 2025 8-K

CENTENE CORP 8-K Report, Financial Results (Oct 29, 2025)

Centene reported third-quarter 2025 results that were dominated by a non-cash goodwill impairment. GAAP diluted loss per share was $(13.50), driven by a $6.7 billion goodwill impairment, while adjusted diluted EPS was $0.50. Excluding the impairment and other items, adjusted net earnings were $245 million, down sharply from $849 million a year earlier. The company cited the One Big Beautiful Bill Act and a decline in its stock price as triggers for the July quantitative impairment test. Post-impairment, debt-to-capital rose to 45.5% from 39.1% a year earlier, and stockholders' equity fell to $21.0 billion from $26.5 billion at year-end 2024. Operationally, premium and service revenues grew 22% to $44.9 billion, led by Medicare PDP (up 66%) and Commercial/Marketplace (up 26%). However, the health benefits ratio deteriorated to 92.7% from 89.2%, reflecting higher Marketplace medical costs, lower Marketplace risk adjustment revenue, and IRA-related PDP program changes. Medicaid HBR was 93.4%, and that figure included a roughly 40 basis point benefit from a retroactive revenue adjustment. Commercial HBR rose to 89.9% from 80.0%. The SG&A ratio improved to 7.0% from 8.3%, and Q3 operating cash flow was $1.4 billion. Management raised its full-year 2025 adjusted diluted EPS forecast by $0.25 to at least $2.00, while the GAAP loss per share outlook is no worse than $(12.85). Investors should weigh the improved adjusted outlook against the sharply higher medical cost ratios, the leverage increase, and the fact that the Q3 adjusted tax rate of 2.5% flattered EPS by about $0.10 per share.

Oct 29, 2025 8-K

CENTENE CORP 8-K Report, Regulation FD Disclosure (Sep 11, 2025)

Centene Corporation (CNC) announced via an 8-K filing on September 11, 2025, that management will participate in the Deutsche Bank 2025 Healthcare Summit. During this presentation, the company reiterated its full-year 2025 adjusted diluted earnings per share (EPS) forecast of approximately $1.75. This confirms that current business performance through August is tracking in line with the company's prior guidance, providing a degree of stability for investors amidst ongoing market dynamics. The filing also provided context on the use of non-GAAP financial measures, emphasizing their utility in assessing ongoing operational performance and consistency across periods. While not providing specific reconciliations for the EPS forecast to GAAP measures, Centene highlighted that these non-GAAP figures, excluding items like amortization of acquired intangibles and acquisition-related expenses, offer a clearer view of core business operations. Investors are encouraged to review the full GAAP financial statements alongside these non-GAAP metrics.

Sep 11, 2025 8-K

CENTENE CORP 8-K Report, Executive Changes (Aug 15, 2025)

Centene Corporation (CNC) announced the resignation of Director Thomas R. Greco, effective August 22, 2025. Mr. Greco's departure is attributed to his increased professional commitments following his recent appointment as CEO of FleetPride, Inc., a privately-held company. Importantly, the company stated that his resignation is not due to any disagreements with Centene's management or Board of Directors regarding the company's operations, policies, or practices. This change will result in a reduction of the Board's size from ten to nine directors.

Aug 15, 2025 8-K

CENTENE CORP 8-K Report, Executive Changes (Aug 4, 2025)

Centene Corporation (CNC) announced a notable change in its Board of Directors with the immediate resignation of Director Wayne S. DeVeydt, effective August 1, 2025. The company explicitly stated that Mr. DeVeydt's departure was not due to any disagreements regarding the company's operations, policies, or practices. This development has led to a reduction in the size of the Board, now comprising ten directors.

Aug 4, 2025 8-K

CENTENE CORP 8-K Report, Financial Results (Jul 25, 2025)

Centene Corporation (NYSE: CNC) reported a sharply disappointing second quarter 2025, with a GAAP diluted loss per share of $(0.51) and an adjusted diluted loss per share of $(0.16), compared with GAAP diluted EPS of $2.16 and adjusted EPS of $2.42 in the year-ago quarter. Total revenues rose to $48.7 billion from $39.8 billion, and premium and service revenues grew 18% to $42.5 billion, driven by PDP membership growth, Marketplace market growth and Medicaid rate increases. However, the health benefits ratio jumped to 93.0% from 87.6%, reflecting a reduction in the estimated 2025 Marketplace risk adjustment revenue transfer, higher Marketplace medical costs, elevated Medicaid behavioral health, home health and high-cost drug spending, and an increase to the Medicare Advantage premium deficiency reserve. Management described the results as disappointing and said it is working to restore the earnings trajectory. On a more constructive note, SG&A leverage improved, with the SG&A expense ratio falling to 7.1% from 8.0%, and operating cash flow of $1.8 billion was supported by improved pharmacy rebate remittance timing. Balance sheet metrics were stable: total debt was $17.6 billion, debt-to-capitalization was 39.0%, and the company had no borrowings on its $4.0 billion revolver. Membership reached 28.0 million, with Marketplace up roughly 33% year over year to 5.9 million, while TRICARE eligibles (2.8 million in the prior year) no longer appear in the total. Notably, Centene did not provide 2025 earnings guidance in this release, deferring it to the conference call. Investors should focus on that guidance, the durability of Marketplace and Medicaid medical cost trends, and the timing of the Marketplace risk adjustment true-up, as these will determine whether the second-half earnings recovery management is targeting is achievable.

Jul 25, 2025 8-K

CENTENE CORP 8-K Report, Financial Results (Jul 1, 2025)

On July 1, 2025, Centene Corporation (NYSE: CNC) withdrew its previously issued 2025 GAAP and adjusted diluted EPS guidance, including all underlying guidance elements. The primary driver is a sharp deterioration in the Marketplace (ACA exchange) business. Based on its first view of 2025 industry Marketplace data from the actuarial firm Wakely, covering 22 of its 29 Marketplace states (about 72% of Marketplace membership), Centene found that market growth was lower than expected and that implied aggregate market morbidity was significantly higher than its risk adjustment assumptions. The company estimates a reduction of roughly $1.8 billion in its full-year net risk adjustment revenue transfer expectation, equal to about $2.75 of adjusted diluted EPS. It also expects an additional, unquantified reduction from its remaining seven Marketplace states. Medicaid, Centene's largest government business, is also under pressure. Medical cost trend has stepped up in behavioral health, home health, and high-cost drugs, most acutely in New York and Florida, where service carve-ins occurred without sufficient rate or risk adjustment. Management expects the second-quarter 2025 Medicaid Health Benefits Ratio to be higher than the first quarter. On the positive side, Medicare Advantage and Medicare Prescription Drug Plan results are better than expected in Q2, and SG&A leverage remains strong. Centene also said the final 2024 CMS Marketplace risk adjustment results were in line with expectations, though subject to any new CMS information about another carrier's late 2024 submission. For 2026, Centene has begun refiling Marketplace rates to reflect higher baseline morbidity and expects corrective pricing in states representing a substantial majority of its Marketplace membership. The withdrawal removes the company's prior earnings guidance, leaving investors without a current earnings anchor until management reports Q2 2025 results and provides additional insight on July 25, 2025. Investors should watch the magnitude of the remaining seven-state impact, the Medicaid HBR trajectory, and the durability of 2026 Marketplace repricing.

Jul 1, 2025 8-K

Shareholder Matters

CENTENE CORP 8-K Report, Shareholder Vote Results (May 14, 2025)

Centene Corporation (CNC) filed an 8-K detailing the outcomes of its Annual Meeting of Stockholders held on May 13, 2025. The filing indicates strong shareholder support for the company's slate of directors, with all eleven nominees receiving a significant majority of the votes cast for their election to a one-year term. This outcome suggests continued confidence from investors in the current leadership and governance of the company. Furthermore, shareholders provided advisory approval for the company's executive compensation structure and ratified the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025. The proposed 2025 Stock Incentive Plan also received shareholder approval, indicating support for management's equity-based compensation strategies. Notably, two shareholder proposals related to climate change disclosure and reporting were not approved.

May 14, 2025 8-K

CENTENE CORP 8-K Report, Regulation FD Disclosure (May 6, 2025)

Centene Corporation (CNC) filed an 8-K on May 6, 2025, primarily to reaffirm its financial guidance for the full year 2025. The company's senior management will meet with investors and plans to confirm the previously provided guidance floors for both GAAP diluted Earnings Per Share (EPS) of greater than $6.19 and adjusted diluted EPS of greater than $7.25. This reaffirmation suggests management's confidence in the company's operational performance and ability to meet its financial targets for the year. The filing also elaborates on Centene's use of non-GAAP financial measures. The company emphasizes that these measures, which exclude items like amortization of acquired intangible assets and acquisition/divestiture related expenses, are provided to offer investors a clearer view of the ongoing operational performance and to facilitate more consistent period-to-period comparisons. While Centene believes these non-GAAP figures are valuable for understanding core business operations, it strongly encourages investors to review its full GAAP financial statements and filings, noting that non-GAAP measures may differ from those used by other companies.

May 6, 2025 8-K

CENTENE CORP 8-K Report, Financial Results (Apr 25, 2025)

Centene Corporation (NYSE: CNC) reported first quarter 2025 results on April 25, 2025, with GAAP diluted EPS of $2.63 and adjusted diluted EPS of $2.90, up 28% from $2.26 a year earlier. Premium and service revenues rose 17% year over year to $42.5 billion, driven mainly by Commercial (+31%, largely Marketplace) and Medicare (+48%, largely PDP) growth. Total revenues were $46.6 billion. Membership expanded sharply in Marketplace (+29% to 5.6 million) and Medicare PDP (+22% to 7.9 million), while Traditional Medicaid membership declined and TRICARE eligibles dropped to zero following the Health Net Federal Services contract transition. Profitability was mixed beneath the headline beat. The health benefits ratio rose to 87.5% from 87.1%, pressured by a higher Medicaid HBR (93.6% vs. 90.9%) tied to influenza-like illnesses and the escalation of acuity pressures, partly offset by a lower Medicare HBR (86.3% vs. 90.8%) reflecting Inflation Reduction Act Part D program changes. The SG&A ratio improved to 7.9% from 8.9% (adjusted 8.7% a year earlier), reflecting operating leverage and the mix benefit of PDP, though management noted Marketplace operates at a meaningfully higher SG&A ratio. Operating cash flow was $1.5 billion, helped by a rise in medical claims liabilities, but was partly held back by a state premium payment delay later received in April. Management increased 2025 premium and service revenue guidance by $6.0 billion to $164.0–$166.0 billion, citing $5.0 billion of additional Marketplace premium and $1.0 billion from Medicare Advantage enrollment outperformance. Full-year adjusted diluted EPS guidance was reiterated at greater than $7.25, with GAAP diluted EPS guidance at greater than $6.19. The company also highlighted new Nevada Medicaid and Marketplace contract awards and a Illinois dual-eligible contract, all expected to start in January 2026. The primary investor considerations are the sustainability of Marketplace growth given enhanced premium tax credit uncertainty, Medicaid cost pressure, and the reliance on guidance maintenance despite the revenue raise.

Apr 25, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

CENTENE CORP 8-K Report, Regulation FD Disclosure (Mar 12, 2025)

Centene Corporation (CNC) has filed an 8-K to announce their participation in the Barclays 27th Annual Global Healthcare Conference on March 12, 2025. The primary takeaway for investors is the company's reaffirmation of its previously issued 2025 adjusted diluted earnings per share (EPS) annual guidance of greater than $7.25. This signals management's confidence in their financial performance for the upcoming year, despite the inherent risks and uncertainties associated with the healthcare industry and the company's operations. The filing also reiterates Centene's use of non-GAAP financial measures, such as adjusted diluted EPS, to provide a clearer view of ongoing operational performance. While the company believes these measures are valuable for investors, it also cautions that they may differ from those used by other companies and encourages a comprehensive review of all SEC filings. The forward-looking statements section highlights a broad range of potential risks and uncertainties that could impact future results, covering regulatory changes, competition, operational challenges, and economic conditions.

Mar 12, 2025 8-K

CENTENE CORP 8-K Report, Material Agreement (Mar 5, 2025)

Centene Corporation (CNC) has announced the execution of a new Senior Unsecured Credit Facility, replacing its previous credit agreement. This new facility totals $6 billion, comprising a $4 billion revolving credit facility and a $2 billion term loan facility, with a maturity date set for March 5, 2030. The company simultaneously terminated its existing credit agreement and repaid outstanding obligations, indicating a proactive refinancing effort. The new credit agreement provides Centene with significant financial flexibility, allowing for borrowings in multiple currencies and offering voluntary prepayments without penalty. Key covenants include a debt-to-capital ratio not exceeding 0.60:1.00, with a potential step-up to 0.65:1.00 following a material acquisition. The proceeds from the term loan were used for refinancing existing debt, transaction-related expenses, and general corporate purposes, including working capital. This move is likely aimed at optimizing Centene's capital structure and securing more favorable terms for its long-term financing.

Mar 5, 2025 8-K

CENTENE CORP 8-K Report, Regulation FD Disclosure (Mar 3, 2025)

Centene Corporation (CNC) filed an 8-K on March 4, 2025, primarily to disclose that its senior management will be meeting with investors. A key takeaway from this disclosure is the reaffirmation of the Company's previously issued 2025 full-year adjusted diluted earnings per share (EPS) guidance floor of greater than $7.25. This confirmation provides investors with continued confidence in the company's profitability outlook for the current year. The filing also emphasizes Centene's use of non-GAAP financial measures, such as excluding amortization of acquired intangible assets and acquisition/divestiture related expenses, to provide a clearer view of ongoing operational performance. While the company believes these measures offer meaningful insights for assessing consistent performance across periods, investors are encouraged to review the full GAAP financial statements and understand that these non-GAAP figures may differ from those presented by other companies. The company also noted the difficulty in reconciling its forward-looking adjusted EPS guidance to GAAP measures without unreasonable effort.

Mar 3, 2025 8-K

CENTENE CORP 8-K Report, Executive Changes (Feb 24, 2025)

Centene Corporation (NYSE: CNC) filed an 8-K on February 24, 2025 to disclose the appointment of Kenneth Y. Tanji to its Board of Directors, effective February 20, 2025. The Board increased its size from 11 to 12 members to accommodate the new director, who will serve on the Audit and Compliance Committee and hold a term expiring at the 2025 annual meeting of stockholders. The filing is governance-related and contains no financial results, guidance, or operational updates. Mr. Tanji brings substantial financial leadership experience, most recently serving as Executive Vice President and Chief Financial Officer of Prudential Financial from 2018 to 2024, and holding numerous roles at Prudential from 1988 to 2018. He also sits on the board of The Public Service Enterprise Group and is a Corporate Finance professor at Rutgers University. His appointment to the Audit and Compliance Committee is notable for investors, as it adds a seasoned CFO-level financial expert to oversight of financial reporting and compliance at a large managed care company. The filing states he will receive standard non-employee director compensation, and it discloses no related-party transactions, family relationships, or arrangements tied to his election. For investors, the event is a modest positive signal regarding board financial oversight, but it is not expected to have a material near-term impact on Centene's financial performance.

Feb 24, 2025 8-K

Regulation FDExhibits & Filings

CENTENE CORP 8-K Report, Financial Results (Feb 4, 2025)

Centene Corporation (NYSE: CNC) reported fourth-quarter and full-year 2024 results on February 4, 2025. Full-year GAAP diluted EPS was $6.31 and adjusted diluted EPS was $7.17, up 7% from $6.68 in 2023. Q4 adjusted diluted EPS was $0.80, up from $0.45 a year earlier. Premium and service revenues grew 4% to $145.5 billion for the year, driven by Marketplace membership growth and Medicaid rate increases, partially offset by Medicaid redeterminations-related membership declines. However, the health benefits ratio (HBR) rose to 88.3% from 87.7%, reflecting higher Medicaid acuity from the redetermination process. Full-year operating cash flow fell sharply to $154 million from $8.05 billion in 2023, largely due to Part D receivable timing, higher state premium receivables, and pharmacy rebate timing tied to the PBM transition. Capital deployment was significant: Centene repurchased $3.0 billion of stock in 2024 (42.0 million shares), with $2.2 billion remaining authorization as of February 4, 2025. Total debt stood at $18.5 billion, including $950 million drawn on the $2.0 billion revolver, and debt-to-capitalization was 41.2% at year-end. Membership grew in Marketplace (12% year over year in Q4) and Medicare PDP (50%), while Traditional Medicaid declined by about 10%. Management raised 2025 premium and service revenue guidance by $4.0 billion to $158.0-$160.0 billion, citing PDP and Medicare Advantage annual enrollment outperformance and $1.5 billion of additional Medicaid revenue from a behavioral health program change. It reiterated 2025 adjusted diluted EPS guidance of greater than $7.25 and GAAP diluted EPS guidance of greater than $6.19. Investors should weigh the revenue upgrade and strong EPS against the weak cash flow, elevated Medicaid acuity, and the lower HBR trend. Note that the guidance is only effective as of the release date.

Feb 4, 2025 8-K

CENTENE CORP 8-K Report, Regulation FD Disclosure (Dec 12, 2024)

Centene Corporation (NYSE: CNC) furnished an 8-K on December 12, 2024 (Item 7.01, Regulation FD) announcing its 2025 financial guidance in conjunction with a virtual investor day. The company guided to 2025 adjusted diluted EPS of greater than $7.25, representing more than 6% year-over-year growth from the reaffirmed 2024 adjusted diluted EPS guidance of greater than $6.80. Other 2025 guidance includes total revenues of $166.5B to $169.5B, premium and service revenues of $154.0B to $156.0B, GAAP diluted EPS of greater than $6.19, a health benefits ratio (HBR) of 88.4% to 89.0%, and diluted shares outstanding of 491.0 to 494.0 million. Centene also reaffirmed its 2024 premium and service revenue guidance ($143.5B to $144.5B) and HBR guidance (88.3% to 88.5%). The 2025 HBR range is a useful focal point for investors, since medical cost trends drive margin performance in managed care. The 2025 guidance implies a modest expected increase in the HBR relative to 2024, and the adjusted EPS bridge shows that 2025 adjusted results exclude amortization of acquired intangibles (about $1.40 per share) and carry no one-time items, which makes the 2025 GAAP-to-adjusted gap narrower than in 2024. The guidance is explicitly forward-looking and depends on factors including Medicaid redeterminations, CMS Star ratings, the renewal or modification of enhanced advanced premium tax credits under the ACA, government funding and contract procurements, and medical utilization trends. The company stated that the guidance is effective only as of December 12, 2024, and will not be updated unless it publicly announces new guidance. Full-year 2024 results are scheduled for February 4, 2025.

Dec 12, 2024 8-K

CENTENE CORP 8-K Report, Regulation FD Disclosure (Nov 13, 2024)

Centene Corporation (CNC) has filed an 8-K report on November 13, 2024, to disclose that its senior management team will be meeting with investors. During these meetings, the company intends to reaffirm its previously issued full-year 2024 adjusted diluted Earnings Per Share (EPS) guidance of greater than $6.80. This reaffirms their confidence in their operational performance and financial targets for the current fiscal year. Furthermore, Centene also plans to reiterate its positive outlook for the future by stating that the company expects to achieve growth in adjusted diluted EPS for 2025 and beyond. This forward-looking statement signals the company's strategic focus on sustained growth and profitability, aiming to provide investors with confidence in the company's long-term trajectory.

Nov 13, 2024 8-K

CENTENE CORP 8-K Report, Executive Changes (Nov 12, 2024)

Centene Corporation (CNC) announced a significant leadership transition via an 8-K filing on November 12, 2024. Kenneth J. Fasola, President of the company, has informed the Board of his intention to retire effective July 1, 2025. This announcement marks the end of Mr. Fasola's impactful 40-year career in healthcare, with a substantial portion spent at Centene. Leading up to his retirement, Mr. Fasola will focus on transitioning his current responsibilities to ensure a smooth handover of duties. Following this transition period, he will serve as a Strategic Advisor to the CEO, Sarah M. London, until his final retirement. This arrangement will allow Centene to leverage Mr. Fasola's extensive experience during this interim period. Investors should monitor the company's succession planning and the integration of Mr. Fasola's former duties by the executive team.

Nov 12, 2024 8-K

CENTENE CORP 8-K Report, Financial Results (Oct 25, 2024)

Centene Corporation (NYSE: CNC) reported third-quarter 2024 results on October 25, 2024, with GAAP diluted EPS of $1.36 and adjusted diluted EPS of $1.62, versus GAAP EPS of $0.87 and adjusted EPS of $2.00 a year earlier. Premium and service revenues rose 6% to $36.9 billion, driven by Medicaid rate increases, Marketplace growth and overall market growth, partly offset by Medicaid redeterminations and divestitures. The health benefits ratio deteriorated sharply to 89.2% from 87.0%, reflecting higher Medicaid acuity tied to redeterminations and Medicare Star rating impacts. Operating cash flow was negative $978 million for the quarter, largely due to Marketplace risk adjustment settlements and uncollected Medicaid rate increases. Management reaffirmed full-year 2024 adjusted diluted EPS guidance of greater than $6.80, but lowered GAAP diluted EPS guidance to greater than $5.92, which reflects non-recurring items. The company also highlighted a $0.10 benefit from a Marketplace premium tax item originally expected in Q4, meaning part of the quarter's EPS was pulled forward. Capital deployment remained active, with $1.2 billion of Q3 buybacks and $380 million more in October, bringing year-to-date repurchases to $2.4 billion and leaving $2.8 billion authorized. For investors, the central tension is strong top-line and membership growth, including a 22% increase in Marketplace membership and a 49% increase in Medicare PDP membership, against margin compression in Medicaid and Medicare. Improvement in Medicare Star ratings, with about 46% of Medicare Advantage members in plans rated 3.5 stars or higher versus about 23% a year earlier, is a positive multi-year signal, though the HBR trend and fourth-quarter implications warrant close monitoring.

Oct 25, 2024 8-K

CENTENE CORP 8-K Report, Regulation FD Disclosure (Oct 11, 2024)

Centene Corporation (CNC) announced an improvement in its 2025 Medicare Advantage Star Ratings, with approximately 46% of its Medicare Advantage membership now enrolled in plans rated 3.5 stars or higher. This marks a significant increase from the prior year's 23% and aligns with the company's internal expectations, even in the face of higher-than-industry-anticipated cut point changes by the Centers for Medicare and Medicaid Services (CMS). This progress in Star Ratings is crucial for Centene, as higher ratings directly impact revenue and future growth potential. The company is also pursuing an appeal with CMS regarding its TTY (Teletypewriter) results, indicating a proactive approach to addressing all potential rating factors. Investors should monitor Centene's ongoing efforts to improve its quality scores and the outcome of the TTY appeal, as these factors are material to the company's financial performance and competitive positioning in the Medicare Advantage market.

Oct 11, 2024 8-K/A

CENTENE CORP 8-K/A Report, Executive Changes (Oct 3, 2024)

Centene Corporation (CNC) filed an 8-K on October 3, 2024, primarily detailing a change in board committee appointments. Thomas R. Greco has been appointed to both the Governance Committee and the Compensation and Talent Committee of the Board. This filing does not appear to contain information regarding significant financial performance, strategic shifts, or executive departures that would materially impact investor outlook in the short term. Investors should note that committee appointments, while important for corporate governance, are typically administrative and do not signal immediate changes in operational strategy or financial results.

Oct 3, 2024 8-K

CENTENE CORP 8-K Report, Executive Changes (Sep 27, 2024)

Centene Corporation (CNC) filed an 8-K on September 27, 2024, to report a change in its Board of Directors. Director Lori J. Robinson has informed the company that she will not seek re-election at the upcoming 2025 Annual Meeting. This decision marks the end of her five-year tenure on the board. While this is a routine change, investors should note any potential implications for board composition and governance. The company expressed gratitude for Director Robinson's service, suggesting a positive departure. Investors may want to monitor future board appointments and any strategic shifts that could accompany leadership changes.

Sep 27, 2024 8-K

CENTENE CORP 8-K Report, Regulation FD Disclosure (Sep 16, 2024)

Centene Corporation (CNC) has filed an 8-K to disclose information related to upcoming investor meetings and its financial guidance. The company will be meeting with investors on September 17, 2024, and presenting at the Bank of America 2024 Global Healthcare Conference on September 18, 2024. During these engagements, Centene expects to reaffirm its full-year 2024 adjusted diluted earnings per share (EPS) guidance of greater than $6.80. The filing also emphasizes Centene's use of non-GAAP financial measures, such as adjusted diluted EPS, to provide a clearer view of ongoing operational performance and to facilitate consistent period-to-period comparisons. The company believes these measures, which exclude items like amortization of acquired intangible assets and acquisition-related expenses, offer meaningful insights into its core business. However, Centene cautions investors that these non-GAAP measures may differ from those used by other companies and should be reviewed alongside GAAP financial information. A reconciliation of the 2024 adjusted diluted EPS guidance to the comparable GAAP measure is not provided due to the difficulty in predicting certain timing and amounts of non-recurring items.

Sep 16, 2024 8-K

CENTENE CORP 8-K Report, Regulation FD Disclosure (Sep 10, 2024)

Centene Corporation (CNC) filed an 8-K on September 10, 2024, to disclose information from an investor meeting. The key takeaway for investors is the reaffirmation of the company's full-year 2024 adjusted diluted earnings per share (EPS) guidance of greater than $6.80. This indicates management's confidence in achieving its previously stated financial targets for the year. The filing also reiterates a shift in EPS realization from the third quarter (Q3) to the fourth quarter (Q4) of 2024, with Q3 adjusted diluted EPS projected to be between $1.31 and $1.41. The company further noted positive progress in improving its Medicare Advantage Stars program performance, a key area for future growth and revenue enhancement within its government-backed health insurance offerings.

Sep 10, 2024 8-K

CENTENE CORP 8-K Report, Executive Changes (Aug 15, 2024)

Centene Corporation (NYSE: CNC) filed an 8-K on August 15, 2024 to disclose the election of Thomas R. Greco to its Board of Directors, effective August 9, 2024. The board expanded from 10 to 11 members to create the seat, and Greco's term runs through the 2025 annual meeting of stockholders. The filing is governance-focused and contains no financial results, guidance, or operating metrics, so it carries no direct earnings or valuation signal. Greco brings substantial consumer-sector leadership: he served as President and CEO of Advance Auto Parts from 2016 to 2023, previously led Frito-Lay North America at PepsiCo, and spent roughly three decades at PepsiCo overall. He also sits on the boards of Tapestry, Inc. and the Sabra Dipping Company joint venture. Centene's CEO Sarah M. London framed the addition as adding consumer-marketing expertise to help transform the health of 28.5 million Americans. He will receive standard non-employee director compensation, and the company disclosed no family relationships or related-party transactions involving him. For investors, this is a routine board refresh rather than a material event. The appointment is notable mainly as a sign of board composition strategy, bringing consumer-focused operating experience to a managed care company, and it does not change the company's near-term financial outlook.

Aug 15, 2024 8-K

CENTENE CORP 8-K Report, Financial Results (Jul 26, 2024)

Centene Corporation (NYSE: CNC) reported second quarter 2024 results on July 26, 2024, with GAAP diluted EPS of $2.16 and adjusted diluted EPS of $2.42, up 15% from $2.10 a year earlier. Total revenues were $39.8 billion and premium and service revenues rose 3% to $36.0 billion, driven by Marketplace membership growth (up 34% year over year) and favorable Marketplace risk adjustment, partly offset by lower Medicaid membership from redeterminations. Profitability pressure came from a higher health benefits ratio (87.6% vs. 87.0%), reflecting Medicaid acuity shifts and Medicare Star rating impacts, though the SG&A ratio improved to 8.0% from 8.6% on an adjusted basis. Management reaffirmed its 2024 adjusted diluted EPS guidance floor of greater than $6.80 and GAAP diluted EPS floor of greater than $5.94. It raised 2024 premium and service revenue guidance by $5.0 billion to $141.0-143.0 billion, lifting total revenue guidance to $155.0-157.0 billion, and expects the full-year HBR at the high end of its prior range, approximately 87.9%. The CEO acknowledged remaining work in Medicaid as redeterminations wind down. Balance sheet and cash flow were solid: operating cash flow was $2.2 billion in the quarter, with $38.5 billion in cash, investments and restricted deposits and $17.6 billion of total debt. The company repurchased 10.7 million shares for $800 million in the quarter, leaving $4.4 billion available under its buyback program. Days in claims payable rose to 54, a sign of higher claims-payment timing that investors should monitor.

Jul 26, 2024 8-K

Earnings & Results

CENTENE CORP 8-K Report, Financial Results (Jul 23, 2024)

Centene Corporation (CNC) has filed an 8-K report on July 23, 2024, primarily addressing the finalization of 2023 risk adjustment transfers by the Centers for Medicare and Medicaid Services (CMS). Initially, Centene had recorded a $1.3 billion payable related to the 2023 benefit year. However, the final CMS determination resulted in a $0.0 billion receivable, leading to a significant positive financial impact for Centene. This favorable outcome is primarily due to a net outperformance from the 2023 risk adjustment calculation, partially offset by an increase in Minimum Medical Loss Ratio (MLR) payable and estimated other offsets from competitors' insolvencies. The company is also providing preliminary second quarter 2024 financial results, expecting GAAP diluted EPS of $2.16 and adjusted diluted EPS of $2.42. These figures include the positive impact of the 2023 risk adjustment outperformance. Centene expects to reaffirm its full-year 2024 guidance, with a floor of greater than $5.94 for GAAP diluted EPS and greater than $6.80 for adjusted diluted EPS. Investors should note that these are preliminary results for Q2 2024 and actual results may differ.

Jul 23, 2024 8-K

CENTENE CORP 8-K Report, Regulation FD Disclosure (May 29, 2024)

Centene Corporation (CNC) filed an 8-K on May 29, 2024, to provide updates ahead of their investor meetings and the Bernstein Strategic Decisions Conference. The company is expected to reaffirm its full-year 2024 guidance for adjusted diluted EPS to be greater than $6.80 and a consolidated health benefits ratio between 87.3% and 87.9%. While reaffirming guidance, Centene highlighted some key intra-quarter insights that warrant investor attention. Specifically, the company noted higher-than-expected claims receipts in April and early May for its Medicaid segment, signaling continued elevated medical costs in this area, although a significant portion of Medicaid rate changes are anticipated between July and October 2024. Conversely, Centene anticipates strong performance in its Marketplace segment for 2024, including favorable risk adjustment outperformance from 2023. The Medicare segment is performing as expected. Importantly, the company's adjusted diluted EPS guidance now incorporates an estimated $125 million provision for premium deficiency reserves related to 2025 Medicare Advantage bids, to be recognized in the fourth quarter of 2024.

May 29, 2024 8-K

Shareholder Matters

CENTENE CORP 8-K Report, Shareholder Vote Results (May 16, 2024)

Centene Corporation (CNC) filed an 8-K on May 16, 2024, detailing the results of its Annual Meeting of Stockholders held on May 14, 2024. The meeting saw significant participation, with over 495 million shares of common stock represented. Key outcomes include the overwhelming election of all ten director nominees for a one-year term, demonstrating strong shareholder confidence in the current board. Additionally, the company's executive compensation plan received a non-binding advisory vote of approval, signaling shareholder support for the compensation structure. The filing also confirmed the ratification of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024, a routine but important governance step. However, a shareholder proposal related to managing climate risk through science-based targets and transition planning was not approved, receiving a majority of 'against' votes. These results collectively provide insights into shareholder sentiment on board leadership, executive pay, and specific environmental governance issues.

May 16, 2024 8-K

CENTENE CORP 8-K Report, Financial Results (Apr 26, 2024)

Centene Corporation (NYSE: CNC) reported first-quarter 2024 results on April 26, 2024, with GAAP diluted EPS of $2.16 and adjusted diluted EPS of $2.26, up about 7% from $2.11 a year earlier. Total revenues were $40.4 billion and premium and service revenues rose 4% to $36.3 billion, driven by Marketplace membership growth (up 41% year over year) and overall market growth, partly offset by Medicaid redeterminations-related declines and divestitures. Management raised full-year 2024 adjusted diluted EPS guidance by $0.10 to greater than $6.80 and raised premium and service revenue guidance by $1.0 billion to $135.5–$138.5 billion. The GAAP EPS guidance floor was updated to greater than $5.94. The quality of the quarter was more mixed. The health benefits ratio edged up to 87.1% from 87.0%, and the SG&A ratio rose to 8.9% from 8.6%, reflecting the higher-cost Marketplace mix, Medicare distribution costs, and restructuring and deal-related charges. Operating cash flow was negative $456 million, pressured by experience rebate timing, a delayed state premium payment (received in April), and pharmacy rebate timing tied to the new PBM transition. Management attributed much of this to timing rather than earnings quality, but investors will want to see the cash flow normalize in subsequent quarters. Balance sheet items included $37.5 billion in cash, investments and restricted deposits, medical claims liabilities of $18.1 billion, and total debt of $18.0 billion. Days in claims payable fell to 53. The company repurchased 681 thousand shares in Q1 and an additional 2.7 million shares in April for $200 million, leaving $5.0 billion authorized. Several state contract awards and renewals were also disclosed, including Oklahoma, Florida, and Michigan Medicaid contracts.

Apr 26, 2024 8-K

CENTENE CORP 8-K Report, Executive Changes (Mar 29, 2024)

Centene Corporation (CNC) filed an 8-K on March 29, 2024, to announce the retirement of James E. Murray, effective March 29, 2024. This departure aligns with Mr. Murray's previously disclosed intention to retire in 2024, as communicated in a prior 8-K filing on May 22, 2023. Investors should note that this retirement was anticipated and is not indicative of any new, unexpected leadership changes or strategic shifts at this time.

Mar 29, 2024 8-K

CENTENE CORP 8-K Report, Regulation FD Disclosure (Mar 11, 2024)

Centene Corporation (CNC) issued an 8-K filing on March 11, 2024, to announce participation in the Barclays 26th Annual Global Healthcare Conference on March 12, 2024. The primary purpose of this disclosure is to reaffirm the company's previously issued 2024 adjusted diluted earnings per share (EPS) guidance, which is expected to be greater than $6.70. This reaffirmation provides investors with continued confidence in the company's near-term earnings outlook. The filing also details Centene's rationale for presenting non-GAAP financial measures, emphasizing their utility in assessing ongoing operations and performance consistency, while cautioning investors to consider these alongside GAAP figures and acknowledging the difficulty in reconciling forward-looking non-GAAP guidance to GAAP measures.

Mar 11, 2024 8-K

Corporate ChangesExhibits & Filings

CENTENE CORP 8-K Report, Financial Results (Feb 6, 2024)

Centene Corporation (NYSE: CNC) reported fourth-quarter and full-year 2023 results on February 6, 2024. Full-year GAAP diluted EPS was $4.95 and adjusted diluted EPS was $6.68, up more than 15% from $5.78 in 2022. Fourth-quarter adjusted diluted EPS was $0.45, versus GAAP diluted EPS of $0.08. Full-year premium and service revenues rose 3% to $140.1 billion, driven by 88% growth in the Marketplace business, while the health benefits ratio held flat at 87.7%. The fourth quarter was weaker, with the HBR rising to 89.5% due largely to a $250 million premium deficiency reserve tied to the 2024 Medicare Advantage business, and the SG&A ratio increasing to 9.9% on Marketplace mix and restructuring costs. Cash flow from operations was strong at $8.1 billion for the year, or 3.0x net earnings. The company repurchased $1.6 billion of stock in 2023 and had $5.2 billion remaining under its authorization as of February 6, 2024. Total debt was $17.8 billion, and days in claims payable was stable at 54. Management completed the divestitures of Circle Health and Operose Health, which concluded the international portfolio review, and raised 2024 premium and service revenue guidance by $2.5 billion to $134.5–$137.5 billion on stronger Marketplace enrollment. The company reiterated a 2024 adjusted diluted EPS floor of greater than $6.70. The main investor takeaway is that the 2023 adjusted earnings beat and the reiterated 2024 EPS floor support the outlook, but the quarterly margin pressure from Medicare Advantage pricing and the higher-SG&A Marketplace mix are the key risks to monitor. Investors should also note that the company's GAAP results include significant impairments and divestiture-related items that are excluded from adjusted measures.

Feb 6, 2024 8-K

CENTENE CORP 8-K Report, Bylaw Amendment (Dec 13, 2023)

Centene Corporation (CNC) has filed an 8-K report on December 13, 2023, detailing amendments to its Amended and Restated By-Laws, effective December 8, 2023. The primary focus of these amendments is to enhance and clarify the procedural and disclosure requirements for stockholders seeking to call special meetings or propose business and nominations at annual or special meetings. These changes are designed to ensure greater transparency and compliance with corporate governance standards. Specifically, the amendments address the ownership threshold and timing for calling special meetings, as well as refine the notification process for director nominations and business proposals. Enhanced disclosure requirements will now mandate more detailed information about the nominating stockholder, their nominees, and associates, ensuring accuracy and timeliness. Furthermore, the by-laws now explicitly require stockholders intending to solicit support for director nominations to provide representations and evidence of compliance with Rule 14a-19. These updates aim to provide a clearer framework for shareholder engagement and align the company's governance practices with the Delaware General Corporation Law.

Dec 13, 2023 8-K

Regulation FDOther EventsExhibits & Filings

CENTENE CORP 8-K Report, Regulation FD Disclosure (Dec 12, 2023)

On December 12, 2023, Centene Corporation (NYSE: CNC) held its investor day and issued 2024 financial guidance that was above investor expectations on the earnings line. The company guided 2024 adjusted diluted EPS to greater than $6.70 (GAAP diluted EPS greater than $5.61), alongside total revenues of $142.5 billion to $145.5 billion and premium and service revenues of $132.0 billion to $135.0 billion. The health benefits ratio is guided to 87.3% to 87.9%, and the adjusted SG&A ratio to 8.4% to 9.0%. Management also reaffirmed its 2023 guidance of premium and service revenues of $137.5 billion to $139.5 billion, a health benefits ratio of 87.1% to 87.7%, and adjusted diluted EPS of at least $6.60, with full-year 2023 results due February 6, 2024. Capital return was a second headline item. The Board approved a $4.0 billion increase to the existing stock repurchase program, which, together with roughly $1.2 billion remaining under the prior authorization, brings available capacity to approximately $5.23 billion. For investors, this signals management's confidence in cash generation and its willingness to deploy capital toward buybacks, which can support per-share earnings through a lower share count. The company's 2024 guidance for diluted shares outstanding of 522.2 million to 525.2 million reflects the effect of prior repurchases. The filing also carries forward-looking risk factors that investors should weigh. Key risks include Medicaid redeterminations, CMS Star ratings, medical cost trends, contract procurement and retention, government rate pressure, and the pending sale of Circle Health Group, whose timing depends on regulatory approval. The company also flagged unresolved state claims tied to past practices at its pharmacy benefits manager, Centene Pharmacy Services. The guidance is effective only as of December 12, 2023, and will not be updated unless the company publicly announces it.

Dec 12, 2023 8-K

CENTENE CORP 8-K Report, Executive Changes (Nov 15, 2023)

Centene Corporation (NYSE: CNC) filed an 8-K on November 15, 2023 to announce the appointment of Susan Smith as Chief Operating Officer, effective January 1, 2024. Smith joins from Humana, where she spent 19 years in senior roles, most recently as SVP of Clinical, Quality and Enterprise Solutions. She has been a Centene employee since June 2023. In the COO role she will report to President Ken Fasola and oversee core business operations, population health, the enterprise transformation office, provider experience and quality. For investors, this is a leadership-succession and operational-capacity event rather than a financial disclosure. The filing contains no earnings, guidance, or balance-sheet data. The appointment signals management's focus on quality (notably CMS Star ratings, which the press release links to revenue and growth), operational execution, and Medicaid expertise, all of which are central to Centene's government-sponsored business model. Compensation is disclosed as a $700,000 base salary, a $700,000 annual short-term incentive target, and a $1,600,000 annual long-term equity incentive target, with equity granted in Q1 2024 consistent with other senior executives. The filing also states that there are no family relationships or related-party transactions requiring disclosure under Item 404(a). The press release's forward-looking statements flag risks including Medicaid redeterminations, Star rating performance, and the pending sale of Circle Health Group, which investors should weigh alongside this announcement.

Nov 15, 2023 8-K

CENTENE CORP 8-K Report, Financial Results (Oct 24, 2023)

Centene Corporation (NYSE: CNC) reported third-quarter 2023 results with GAAP diluted EPS of $0.87 and adjusted diluted EPS of $2.00, up more than 53% from $1.30 a year earlier. Total revenues were $38.0 billion and premium and service revenues rose 4% to $35.0 billion, driven by Marketplace membership growth, which reached 3.6 million members from 2.1 million a year earlier. The health benefits ratio improved to 87.0% from 88.3%, reflecting the lower-cost Marketplace mix and disciplined pricing, while the SG&A ratio rose to 8.7% because Marketplace carries a higher SG&A load than Medicaid. Cash flow from operations was $1.0 billion for the quarter. Management raised its 2023 adjusted diluted EPS guidance by $0.15 to at least $6.60 and reiterated a 2024 adjusted EPS floor above $6.60. Full-year GAAP diluted EPS guidance is at least $4.88. Quarterly GAAP results absorbed roughly $393 million of non-cash write-downs tied to U.K. businesses (Circle Health and Operose Health), and the company announced a $1.2 billion divestiture of Circle Health, expected to close in Q1 2024. Premium and service revenue guidance was lifted by $500 million to $137.5–139.5 billion. Capital deployment remained active, with $773 million of share repurchases in Q3 and $1.6 billion year-to-date, leaving $1.2 billion authorized as of October 24. Total debt was $18.0 billion against $37.0 billion of cash, investments and restricted deposits. Management also highlighted that about 87% of Medicare Advantage membership sits in contracts rated 3.0 stars or better for 2024, up from 53% a year earlier, which is a meaningful improvement for future Medicare revenue. Investors should weigh the strong earnings and guidance raise against the GAAP impairments, the mix shift toward lower-margin Marketplace business, and the reliance on Medicaid redeterminations and state rate dynamics.

Oct 24, 2023 8-K