8-KRegulation FD

CENTENE CORP 8-K Report, Regulation FD Disclosure (Sep 30, 2005)

Filed September 30, 2005For Securities:CNC

Summary

Centene Corporation (CNC) filed an 8-K on September 30, 2005, to address investor concerns following a period that the CEO described as "difficult for everyone." During a September 28, 2005 conference, CEO Michael F. Neidorff indicated that the lack of a webcast for the event was a positive signal, suggesting no "bad news" to report and no changes to previously issued guidance for the quarter ending September 30, 2005. Neidorff emphasized the company's policy of not routinely reaffirming guidance, but assured investors that he would communicate any material adverse developments promptly. The remarks were intended to convey the company's confidence in the business's solidity and its comfort with its current performance, implying that results would align with expectations, thus avoiding the need for a pre-announcement. Investors should note that the company does not typically update guidance outside of exceptional circumstances.

Key Highlights

  • 1CEO Michael F. Neidorff provided commentary on the company's business performance at a conference on September 28, 2005.
  • 2Neidorff stated that the decision not to webcast the conference signaled no negative financial news.
  • 3The company does not plan to change previously issued guidance for the quarter ending September 30, 2005.
  • 4Centene has a policy of not routinely reaffirming forward-looking guidance.
  • 5The company commits to informing investors immediately if results are expected to materially vary adversely from guidance.
  • 6The CEO expressed confidence in the company's business being "solid" and comfortable with its performance.
  • 7This filing was made under Regulation FD Disclosure (Item 7.01) to disseminate material information.

Frequently Asked Questions

The main purpose of this 8-K filing is to disclose comments made by Centene's CEO, Michael F. Neidorff, at a conference on September 28, 2005. These comments were intended to address investor sentiment, particularly after a "difficult" period, and to reassure them about the company's financial outlook for the upcoming quarter.

While CEO Michael F. Neidorff implied that there was no bad news and no need to change guidance, he clarified that the company's policy is not to routinely reaffirm forward-looking guidance. The intent of his remarks was to convey comfort with the current business and performance, suggesting that results would be in line with expectations, rather than a formal reaffirmation.

The CEO indicated that the lack of a webcast was a deliberate signal to investors that there was no "bad news" to report. He implied that if there were negative developments, the company would likely have pre-announced them or provided more formal communication, such as a webcast.

Centene's policy is to not update guidance regularly, except in exceptional circumstances. The company commits to pre-announcing quarterly operating results if they determine that those results will vary materially and adversely from previously expressed guidance. CEO Neidorff also assured investors that he would communicate any concerns he might have as soon as they arise.