UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________________________________
FORM 10-Q
____________________________________________
(Mark One)
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2014
OR

[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                  to
____________________________________________
Commission file number: 001-31826
____________________________________________
CENTENE CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
42-1406317
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification Number)
 
 
7700 Forsyth Boulevard
 
St. Louis, Missouri
63105
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code:
 
(314) 725-4477
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: x Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act.  Large accelerated filer x Accelerated filer o Non-accelerated filer o (do not check if a smaller reporting company) Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  o    No  x

As of July 11, 2014, the registrant had 58,585,192 shares of common stock outstanding.




CENTENE CORPORATION
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS

 
 
PAGE
 
 
 
 
Part I
 
 
Financial Information
 
Item 1.
 
Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013 (unaudited)
 
 
 
 
 
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3.
Item 4.
 
Part II
 
 
Other Information
 
Item 1.
Item 1A.
Item 2.
Item 6.
 


Table of Contents

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

All statements, other than statements of current or historical fact, contained in this filing are forward-looking statements.  We have attempted to identify these statements by terminology including “believe,” “anticipate,” “plan,” “expect,” “estimate,” “intend,” “seek,” “target,” “goal,” “may,” “will,” “should,” “can,” “continue” and other similar words or expressions in connection with, among other things, any discussion of future operating or financial performance.  In particular, these statements include statements about our market opportunity, our growth strategy, competition, expected activities and future acquisitions, investments and the adequacy of our available cash resources.  These statements may be found in the various sections of this filing, including those entitled “Management's Discussion and Analysis of Financial Condition and Results of Operations,” Part II, Item 1A. “Risk Factors,” and Part II, Item I “Legal Proceedings.”  Readers are cautioned that matters subject to forward-looking statements involve known and unknown risks and uncertainties, including economic, regulatory, competitive and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.  These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions.

All forward-looking statements included in this filing are based on information available to us on the date of this filing and we undertake no obligation to update or revise the forward-looking statements included in this filing, whether as a result of new information, future events or otherwise, after the date of this filing.  Actual results may differ from projections or estimates due to a variety of important factors, including but not limited to:

our ability to accurately predict and effectively manage health benefits and other operating expenses and reserves;
competition;
membership and revenue projections;
timing of regulatory contract approval;
changes in healthcare practices;
changes in federal or state laws or regulations, including the Patient Protection and Affordable Care Act and the Health Care and Education Affordability Reconciliation Act and any regulations enacted thereunder;
changes in expected contract start dates;
changes in expected closing dates, estimated purchase price and accretion for acquisitions;
inflation;
provider and state contract changes;
new technologies;
advances in medicine;
reduction in provider payments by governmental payors;
major epidemics;
disasters and numerous other factors affecting the delivery and cost of healthcare;
the expiration, cancellation or suspension of our Medicare or Medicaid managed care contracts by federal or state governments;
the outcome of pending legal proceedings;
availability of debt and equity financing, on terms that are favorable to us; and
general economic and market conditions.

Other Information
The discussion in Part I, Item 2. "Management’s Discussion and Analysis of Financial Condition and Results of Operations" under the heading "Results of Operations" contains financial information for new and existing businesses. Existing businesses are primarily state markets, significant geographic expansion in an existing state or product that we have managed for four complete quarters. New businesses are primarily new state markets, significant geographic expansion in an existing state or product that conversely, we have not managed for four complete quarters.
Non-GAAP Financial Presentation
The Company is providing certain non-GAAP financial measures in this report as the Company believes that these figures are helpful in allowing individuals to more accurately assess the ongoing nature of the Company's operations and measure the Company's performance more consistently. The Company uses the presented non-GAAP financial measures internally to allow management to focus on period-to-period changes in the Company's core business operations. Therefore, the Company believes that this information is meaningful in addition to the information contained in the GAAP presentation of financial information. The presentation of this additional non-GAAP financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP.


Table of Contents

PART I
FINANCIAL INFORMATION

ITEM 1. Financial Statements.
CENTENE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(Unaudited)
 
June 30,
2014
 
December 31,
2013
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents of continuing operations
$
1,199,784

 
$
974,304

Cash and cash equivalents of discontinued operations
59,013

 
63,769

Total cash and cash equivalents
1,258,797

 
1,038,073

Premium and related receivables
610,969

 
428,570

Short term investments
127,348

 
102,126

Other current assets
313,946

 
217,661

Other current assets of discontinued operations
13,826

 
13,743

Total current assets
2,324,886

 
1,800,173

Long term investments
996,965

 
791,900

Restricted deposits
78,442

 
46,946

Property, software and equipment, net
423,905

 
395,407

Goodwill
642,613

 
348,432

Intangible assets, net
81,359

 
48,780

Other long term assets
107,967

 
59,357

Long term assets of discontinued operations
26,430

 
38,305

Total assets
$
4,682,567

 
$
3,529,300

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 

 
 

Current liabilities:
 

 
 

Medical claims liability
$
1,394,115

 
$
1,111,709

Accounts payable and accrued expenses
670,343

 
375,862

Unearned revenue
22,472

 
38,191

Current portion of long term debt
6,135

 
3,065

Current liabilities of discontinued operations
24,642

 
30,294

Total current liabilities
2,117,707

 
1,559,121

Long term debt
884,890

 
665,697

Other long term liabilities
73,897

 
60,015

Long term liabilities of discontinued operations
451

 
1,028

Total liabilities
3,076,945

 
2,285,861

Commitments and contingencies


 


Redeemable noncontrolling interest
119,671

 

Stockholders’ equity:
 

 
 

Common stock, $.001 par value; authorized 200,000,000 shares; 61,265,156 issued and 57,837,919 outstanding at June 30, 2014, and 58,673,215 issued and 55,319,239 outstanding at December 31, 2013
61

 
59

Additional paid-in capital
754,637

 
594,326

Accumulated other comprehensive income:
 
 
 
Unrealized gain (loss) on investments, net of tax
2,214

 
(2,620
)
Retained earnings
813,765

 
731,919

Treasury stock, at cost (3,427,237 and 3,353,976 shares, respectively)
(94,512
)
 
(89,643
)
Total Centene stockholders’ equity
1,476,165

 
1,234,041

Noncontrolling interest
9,786

 
9,398

Total stockholders’ equity
1,485,951

 
1,243,439

Total liabilities and stockholders’ equity
$
4,682,567

 
$
3,529,300


The accompanying notes to the consolidated financial statements are an integral part of these statements. 

1

Table of Contents

CENTENE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share data)
(Unaudited)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Revenues:
 
 
 
 
 
 
 
Premium
$
3,331,058

 
$
2,413,312

 
$
6,401,945

 
$
4,801,951

Service
410,029

 
105,599

 
691,203

 
138,793

Premium and service revenues
3,741,087

 
2,518,911

 
7,093,148

 
4,940,744

Premium tax and health insurer fee
282,613

 
91,628

 
390,440

 
195,277

Total revenues
4,023,700

 
2,610,539

 
7,483,588

 
5,136,021

Expenses:
 
 
 
 
 
 
 
Medical costs
2,960,101

 
2,134,283

 
5,702,554

 
4,288,829

Cost of services
365,888

 
93,300

 
608,172

 
118,365

General and administrative expenses
321,042

 
223,459

 
616,554

 
426,755

Premium tax expense
252,669

 
90,760

 
330,947

 
193,735

Health insurer fee expense
31,328

 

 
62,655

 

Total operating expenses
3,931,028

 
2,541,802

 
7,320,882

 
5,027,684

Earnings from operations
92,672

 
68,737

 
162,706

 
108,337

Other income (expense):
 
 
 
 
 
 
 
Investment and other income
7,252

 
4,078

 
11,976

 
8,342

Interest expense
(8,604
)
 
(7,033
)
 
(15,627
)
 
(13,658
)
Earnings from continuing operations, before income tax expense
91,320

 
65,782

 
159,055

 
103,021

Income tax expense
44,874

 
25,966

 
79,429

 
40,657

Earnings from continuing operations, net of income tax expense
46,446

 
39,816

 
79,626

 
62,364

Discontinued operations, net of income tax expense (benefit) of $1,461, $(698), $1,453, and $(350), respectively
1,680

 
(805
)
 
847

 
(442
)
Net earnings
48,126

 
39,011

 
80,473

 
61,922

Noncontrolling interest
(737
)
 
(473
)
 
(1,373
)
 
(564
)
Net earnings attributable to Centene Corporation
$
48,863

 
$
39,484

 
$
81,846

 
$
62,486

 
 
 
 
 
 
 
 
Amounts attributable to Centene Corporation common shareholders:
 
 
 
 
 
 
 
Earnings from continuing operations, net of income tax expense
$
47,183

 
$
40,289

 
$
80,999

 
$
62,928

Discontinued operations, net of income tax expense (benefit)
1,680

 
(805
)
 
847

 
(442
)
Net earnings
$
48,863

 
$
39,484

 
$
81,846

 
$
62,486

 
 
 
 
 
 
 
 
Net earnings (loss) per common share attributable to Centene Corporation:
Basic:
 
 
 
 
 
 
 
Continuing operations
$
0.82

 
$
0.74

 
$
1.41

 
$
1.18

Discontinued operations
0.03

 
(0.02
)
 
0.01

 
(0.01
)
Basic earnings per common share
$
0.85

 
$
0.72

 
$
1.42

 
$
1.17

 
 
 
 
 
 
 
 
Diluted:
 
 
 
 
 
 
 
Continuing operations
$
0.79

 
$
0.71

 
$
1.36

 
$
1.14

Discontinued operations
0.03

 
(0.01
)
 
0.01

 
(0.01
)
Diluted earnings per common share
$
0.82

 
$
0.70

 
$
1.37

 
$
1.13

 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding:
 
 
 
 
Basic
57,758,683

 
54,529,036

 
57,622,039

 
53,449,077

Diluted
59,717,258

 
56,601,660

 
59,547,420

 
55,448,396

The accompanying notes to the consolidated financial statements are an integral part of these statements.

2

Table of Contents

CENTENE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE EARNINGS
(In thousands)
(Unaudited)

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Net earnings
$
48,126

 
$
39,011

 
$
80,473

 
$
61,922

Reclassification adjustment, net of tax
29

 
(27
)
 
(709
)
 
(162
)
Change in unrealized gain (loss) on investments, net of tax
2,799

 
(8,934
)
 
5,543

 
(9,088
)
Other comprehensive earnings (loss)
2,828

 
(8,961
)
 
4,834

 
(9,250
)
Comprehensive earnings
50,954

 
30,050

 
85,307

 
52,672

Comprehensive earnings (loss) attributable to the noncontrolling interest
(737
)
 
(473
)
 
(1,373
)
 
(564
)
Comprehensive earnings attributable to Centene Corporation
$
51,691

 
$
30,523

 
$
86,680

 
$
53,236


The accompanying notes to the consolidated financial statements are an integral part of this statement.


3

Table of Contents

CENTENE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
(In thousands, except share data)
(Unaudited)

Six Months Ended June 30, 2014

 
Centene Stockholders’ Equity
 
 
 
 
 
Common Stock
 
 
 
 
 
 
 
Treasury Stock
 
 
 
 
 
$.001 Par
Value
Shares
 
Amt
 
Additional
Paid-in
Capital
 
Accumulated
Other
Comprehensive
Earnings (Loss)
 
Retained
Earnings
 
$.001 Par
Value
Shares
 
Amt
 
Non
controlling
Interest
 
Total
Balance, December 31, 2013
58,673,215

 
$
59

 
$
594,326

 
$
(2,620
)
 
$
731,919

 
3,353,976

 
$
(89,643
)
 
$
9,398

 
$
1,243,439

Comprehensive Earnings:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net earnings

 

 

 

 
81,846

 

 

 
388

 
82,234

Change in unrealized investment gain, net of $2,722 tax

 

 

 
4,834

 

 

 

 

 
4,834

Total comprehensive earnings
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
87,068

Common stock issued for acquisition
2,243,217

 
2

 
132,369

 

 

 

 

 

 
132,371

Common stock issued for employee benefit plans
348,724

 

 
4,077

 

 

 

 

 

 
4,077

Common stock repurchases

 

 

 

 

 
73,261

 
(4,869
)
 

 
(4,869
)
Stock compensation expense

 

 
22,750

 

 

 

 

 

 
22,750

Excess tax benefits from stock compensation

 

 
1,115

 

 

 

 

 

 
1,115

Balance, June 30, 2014
61,265,156

 
$
61

 
$
754,637

 
$
2,214

 
$
813,765

 
3,427,237

 
$
(94,512
)
 
$
9,786

 
$
1,485,951

 
The accompanying notes to the consolidated financial statements are an integral part of this statement.



4

Table of Contents

CENTENE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
Six Months Ended June 30,
 
2014
 
2013
Cash flows from operating activities:
 
 
 
Net earnings
$
80,473

 
$
61,922

Adjustments to reconcile net earnings to net cash provided by operating activities
Depreciation and amortization
42,101

 
32,928

Stock compensation expense
22,750

 
16,955

Deferred income taxes
(11,258
)
 
10,715

Changes in assets and liabilities
 

 
 

Premium and related receivables
(160,714
)
 
(71,230
)
Other current assets
28,826

 
(35,879
)
Other assets
(28,733
)
 
(38,191
)
Medical claims liabilities
284,134

 
111,625

Unearned revenue
(18,066
)
 
(12,068
)
Accounts payable and accrued expenses
160,128

 
(1,488
)
Other operating activities
12,248

 
5,650

Net cash provided by operating activities
411,889

 
80,939

Cash flows from investing activities:
 

 
 

Capital expenditures
(41,568
)
 
(30,057
)
Purchases of investments
(475,347
)
 
(537,590
)
Sales and maturities of investments
221,342

 
358,971

Investments in acquisitions, net of cash acquired
(94,004
)
 
(66,832
)
Net cash used in investing activities
(389,577
)
 
(275,508
)
Cash flows from financing activities:
 

 
 

Proceeds from exercise of stock options
3,670

 
3,867

Proceeds from borrowings
1,145,000

 
30,000

Payment of long-term debt
(945,892
)
 
(10,118
)
Proceeds from stock offering

 
15,239

Excess tax benefits from stock compensation
1,115

 
1,113

Common stock repurchases
(4,869
)
 
(1,105
)
Contribution from noncontrolling interest
5,407

 
3,920

Debt issue costs
(6,019
)
 
(3,587
)
Net cash provided by financing activities
198,412

 
39,329

Net increase (decrease) in cash and cash equivalents
220,724

 
(155,240
)
Cash and cash equivalents, beginning of period
1,038,073

 
843,952

Cash and cash equivalents, end of period
$
1,258,797

 
$
688,712

Supplemental disclosures of cash flow information:
 

 
 

Interest paid
$
16,439

 
$
15,170

Income taxes paid
110,118

 
21,694

Equity issued in connection with acquisition
132,371

 
75,438

 
The accompanying notes to the consolidated financial statements are an integral part of these statements.

5

Table of Contents

CENTENE CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share data)
(Unaudited)

1. Basis of Presentation

The accompanying interim financial statements have been prepared under the presumption that users of the interim financial information have either read or have access to the audited financial statements included in the Form 10-K for the fiscal year ended December 31, 2013.  The unaudited interim financial statements herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission.  Accordingly, footnote disclosures which would substantially duplicate the disclosures contained in the December 31, 2013 audited financial statements have been omitted from these interim financial statements where appropriate.  In the opinion of management, these financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair presentation of the results of the interim periods presented.
 
Certain 2013 amounts in the notes to the consolidated financial statements have been reclassified to conform to the 2014 presentation. These reclassifications have no effect on net earnings or stockholders’ equity as previously reported.

2. Acquisition: U.S. Medical Management

In January 2014, the Company acquired 68% of U.S. Medical Management, LLC (USMM), a management services organization and provider of in-home health services for high acuity populations, for $213,664 in total consideration. The transaction consideration was financed through a combination of $132,686 of Centene common stock and $80,978 of cash.

The total fair value of 100% of USMM on the date of acquisition was $329,689 ($213,664 for the Company's interest and $116,025 for the redeemable noncontrolling interest). The Company's preliminary allocation of fair value resulted in goodwill of $294,074 and other identifiable intangible assets of $40,170. Approximately 70% of the goodwill is deductible for income tax purposes. The Company has not finalized the allocation of the fair value of assets and liabilities. The acquisition is recorded in the Specialty Services segment.

In connection with the acquisition, the Company entered into call and put agreements with the noncontrolling interest holder to purchase the noncontrolling interest at a later date. Under these agreements, the Company may purchase or be required to purchase up to the total remaining interests in USMM over a period beginning in 2015 and continuing through 2017. Under certain circumstances, the agreements may be extended through 2020. At the Company’s sole option, up to 50% of the consideration to be issued for the purchase of the additional interests under these agreements may be funded with shares of the Company's common stock.

As a result of the put option agreement, the noncontrolling interest is considered redeemable and is classified in the Redeemable Noncontrolling Interest section of the consolidated balance sheet. The noncontrolling interest was initially measured at fair value using the binomial lattice model as of the acquisition date. The Company has elected to accrete changes in the redemption value through additional paid-in capital over the period from the date of issuance to the earliest redemption date following the effective interest method.

A reconciliation of the changes in the Redeemable Noncontrolling Interest is as follows:
Balance, December 31, 2013
 
$

Fair value of noncontrolling interest at acquisition
 
116,025

Contribution from noncontrolling interest
 
5,407

Net losses attributable to noncontrolling interest
 
(1,761
)
Balance, June 30, 2014
 
$
119,671



6

Table of Contents

3. Discontinued Operations: Kentucky Spirit Health Plan

In October 2012, the Company notified the Kentucky Cabinet for Health and Family Services (Cabinet) that it was exercising a contractual right that it believes allowed the Company to terminate its Medicaid managed care contract with the Commonwealth of Kentucky (Commonwealth) effective July 5, 2013.  As of July 6, 2013, our subsidiary, Kentucky Spirit Health Plan (KSHP), ceased serving Medicaid members in Kentucky. Refer to Note 11, Contingencies, in the Notes to the Consolidated Financial Statements for further information regarding litigation between the Company and the Cabinet.

The results of operations of KSHP are presented as discontinued operations for all periods presented. The assets, liabilities and results of operations of KSHP are classified as discontinued operations for all periods presented beginning in 2011. KSHP was previously reported in the Managed Care segment.

During the six months ended June 30, 2014, the Company received $8,000 of dividends from KSHP. KSHP had remaining statutory capital of approximately $72,400 at June 30, 2014, which, subject to future dividends, will be transferred to unregulated cash upon regulatory approval.

Operating results for the discontinued operations are as follows:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2014
 
2013
 
2014
 
2013
Revenues
 
$

 
$
115,407

 
$

 
$
235,816

Earnings (loss) before income taxes
 
3,141

 
(1,503
)
 
2,300

 
(792
)
Net earnings (loss)
 
1,680

 
(805
)
 
847

 
(442
)

The net earnings from discontinued operations for the three and six months ended June 30, 2014 includes $894 and $1,788, respectively, of health insurer fee expense based on 2013 premium.

Assets and liabilities of the discontinued operations are as follows:
 
 
June 30, 2014
 
December 31, 2013
 
Current assets
 
$
72,839

 
$
77,512

 
Long term investments and restricted deposits
 
26,430

 
38,305

 
Assets of discontinued operations
 
$
99,269

 
$
115,817

 
 
 
 
 
 
 
Medical claims liability
 
$
14,251

 
$
27,637

 
Accounts payable and accrued expenses
 
10,391

 
2,657

 
Other liabilities
 
451

 
1,028

 
Liabilities of discontinued operations
 
$
25,093

 
$
31,322

 


7

Table of Contents

4. Short-term and Long-term Investments, Restricted Deposits

Short-term and long-term investments and restricted deposits by investment type consist of the following:
 
June 30, 2014
 
December 31, 2013
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized Losses
 
Fair
Value
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized Losses
 
Fair
Value
U.S. Treasury securities and obligations of U.S. government corporations and agencies
$
325,602

 
$
424

 
$
(3,349
)
 
$
322,677

 
$
246,085

 
$
245

 
$
(7,494
)
 
$
238,836

Corporate securities
395,427

 
4,087

 
(166
)
 
399,348

 
293,912

 
2,782

 
(608
)
 
296,086

Restricted certificates of deposit
5,892

 

 

 
5,892

 
5,891

 

 

 
5,891

Restricted cash equivalents
57,608

 

 

 
57,608

 
26,642

 

 

 
26,642

Municipal securities:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

General obligation
38,950

 
480

 
(22
)
 
39,408

 
54,003

 
555

 
(136
)
 
54,422

Pre-refunded
8,486

 
59

 
(10
)
 
8,535

 
10,835

 
82

 

 
10,917

Revenue
68,871

 
571

 
(42
)
 
69,400

 
68,801

 
545

 
(292
)
 
69,054

Variable rate demand notes
18,000

 

 

 
18,000

 
28,575

 

 

 
28,575

Asset backed securities
179,418

 
636

 
(69
)
 
179,985

 
138,803

 
579

 
(332
)
 
139,050

Mortgage backed securities
47,113

 
1,157

 

 
48,270

 
33,974

 

 
(83
)
 
33,891

Cost and equity method investments
38,087

 

 

 
38,087

 
22,239

 

 

 
22,239

Life insurance contracts
15,545

 

 

 
15,545

 
15,369

 

 

 
15,369

Total
$
1,198,999

 
$
7,414

 
$
(3,658
)
 
$
1,202,755

 
$
945,129

 
$
4,788

 
$
(8,945
)
 
$
940,972


The Company’s investments are classified as available-for-sale with the exception of life insurance contracts and certain cost and equity method investments.  The Company’s investment policies are designed to provide liquidity, preserve capital and maximize total return on invested assets with the focus on high credit quality securities.  The Company limits the size of investment in any single issuer other than U.S. treasury securities and obligations of U.S. government corporations and agencies.  The Company's mortgage backed securities are issued by the Federal National Mortgage Association and carry guarantees by the U.S. government. As of June 30, 2014, 53% of the Company’s investments in securities recorded at fair value that carry a rating by S&P or Moody’s were rated AAA/Aaa, 65% were rated AA-/Aa3 or higher, and 93% were rated A-/A3 or higher.  At June 30, 2014, the Company held certificates of deposit, life insurance contracts and cost and equity method investments which did not carry a credit rating.


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Table of Contents

The fair value of available-for-sale investments with gross unrealized losses by investment type and length of time that individual securities have been in a continuous unrealized loss position were as follows:
 
June 30, 2014
 
December 31, 2013
 
Less Than 12 Months
 
12 Months or More
 
Less Than 12 Months
 
12 Months or More
 
Unrealized Losses
 
Fair
Value
 
Unrealized Losses
 
Fair
Value
 
Unrealized Losses
 
Fair
Value
 
Unrealized Losses
 
Fair
Value
U.S. Treasury securities and obligations of U.S. government corporations and agencies
$
(18
)
 
$
11,987

 
$
(3,331
)
 
$
179,105

 
$
(6,188
)
 
$
172,365

 
$
(1,307
)
 
$
26,454

Corporate securities
(149
)
 
56,343

 
(17
)
 
985

 
(400
)
 
52,725

 
(207
)
 
5,020

Municipal securities:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

General obligation

 

 
(22
)
 
3,476

 
(72
)
 
3,480

 
(63
)
 
2,426

Pre-refunded
(10
)
 
1,034

 

 

 

 

 

 

Revenue

 

 
(42
)
 
3,413

 
(292
)
 
27,789

 

 

Asset backed securities

 

 

 

 
(333
)
 
37,689

 

 

Mortgage backed securities
(3
)
 
9,969

 
(66
)
 
15,706

 
(83
)
 
33,891

 

 

Total
$
(180
)
 
$
79,333

 
$
(3,478
)
 
$
202,685

 
$
(7,368
)
 
$
327,939

 
$
(1,577
)
 
$
33,900


As of June 30, 2014, the gross unrealized losses were generated from 51 positions out of a total of 323 positions.  The change in fair value of fixed income securities is a result of movement in interest rates subsequent to the purchase of the security.

For each security in an unrealized loss position, the Company assesses whether it intends to sell the security or if it is more likely than not the Company will be required to sell the security before recovery of the amortized cost basis for reasons such as liquidity, contractual or regulatory purposes.  If the security meets this criterion, the decline in fair value is other-than-temporary and is recorded in earnings.  The Company does not intend to sell these securities prior to maturity and it is not likely that the Company will be required to sell these securities prior to maturity; therefore, there is no indication of other than temporary impairment for these securities.

The contractual maturities of short-term and long-term investments and restricted deposits are as follows:
 
June 30, 2014
 
December 31, 2013
 
Investments
 
Restricted Deposits
 
Investments
 
Restricted Deposits
 
Amortized
Cost
 
Fair
Value
 
Amortized
Cost
 
Fair
Value
 
Amortized
Cost
 
Fair
Value
 
Amortized
Cost
 
Fair
Value
One year or less
$
126,496

 
$
127,348

 
$
60,665

 
$
60,665

 
$
101,537

 
$
102,126

 
$
40,633

 
$
40,637

One year through five years
855,731

 
859,409

 
17,770

 
17,777

 
609,755

 
610,589

 
6,301

 
6,309

Five years through ten years
118,210

 
116,873

 

 

 
157,003

 
151,221

 

 

Greater than ten years
20,127

 
20,683

 

 

 
29,900

 
30,090

 

 

Total
$
1,120,564

 
$
1,124,313

 
$
78,435

 
$
78,442

 
$
898,195

 
$
894,026

 
$
46,934

 
$
46,946

 
Actual maturities may differ from contractual maturities due to call or prepayment options.  Asset backed and mortgage backed securities are included in the one year through five years category, while cost and equity method investments and life insurance contracts are included in the five years through ten years category.  The Company has an option to redeem at amortized cost substantially all of the securities included in the greater than ten years category listed above.

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Table of Contents


The Company continuously monitors investments for other-than-temporary impairment.  Certain investments have experienced a decline in fair value due to changes in credit quality, market interest rates and/or general economic conditions.  The Company recognizes an impairment loss for cost and equity method investments when evidence demonstrates that it is other-than-temporarily impaired.  Evidence of a loss in value that is other-than-temporary may include the absence of an ability to recover the carrying amount of the investment or the inability of the investee to sustain a level of earnings that would justify the carrying amount of the investment.

5. Fair Value Measurements

Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the extent to which the fair value estimates are based upon observable or unobservable inputs.  Level inputs are as follows:
 
Level Input:
 
Input Definition:
Level I
 
Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date.
 
 
 
Level II
 
Inputs other than quoted prices included in Level I that are observable for the asset or liability through corroboration with market data at the measurement date.
 
 
 
Level III
 
Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.
 
The following table summarizes fair value measurements by level at June 30, 2014, for assets and liabilities measured at fair value on a recurring basis:  
 
Level I
 
Level II
 
Level III
 
Total
Assets
 
 
 
 
 
 
 
Cash and cash equivalents
$
1,199,784

 
$

 
$

 
$
1,199,784

Investments available for sale:
 

 
 

 
 

 
 

U.S. Treasury securities and obligations of U.S. government corporations and agencies
$
288,546

 
$
19,189

 
$

 
$
307,735

Corporate securities

 
399,348

 

 
399,348

Municipal securities:
 

 
 

 
 

 
 
General obligation

 
39,408

 

 
39,408

Pre-refunded

 
8,535

 

 
8,535

Revenue

 
69,400

 

 
69,400

Variable rate demand notes

 
18,000

 

 
18,000

Asset backed securities

 
179,985

 

 
179,985

Mortgage backed securities

 
48,270

 

 
48,270

Total investments
$
288,546

 
$
782,135

 
$

 
$
1,070,681

Restricted deposits available for sale:
 

 
 

 
 

 
 

Cash and cash equivalents
$
57,608

 
$

 
$

 
$
57,608

Certificates of deposit
5,892

 

 

 
5,892

U.S. Treasury securities and obligations of U.S. government corporations and agencies
14,942

 

 

 
14,942

Total restricted deposits
$
78,442

 
$

 
$

 
$
78,442

Other long-term assets: Interest rate swap agreements
$

 
$
9,506

 
$

 
$
9,506

Total assets at fair value
$
1,566,772

 
$
791,641

 
$

 
$
2,358,413



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Table of Contents

The following table summarizes fair value measurements by level at December 31, 2013, for assets and liabilities measured at fair value on a recurring basis: 
 
Level I
 
Level II
 
Level III
 
Total
Assets
 
 
 
 
 
 
 
Cash and cash equivalents
$
974,304

 
$

 
$

 
$
974,304

Investments available for sale:
 

 
 

 
 

 
 

U.S. Treasury securities and obligations of U.S. government corporations and agencies
$
212,185

 
$
12,238

 
$

 
$
224,423

Corporate securities

 
296,086

 

 
296,086

Municipal securities:
 

 
 

 
 

 
 
General obligation

 
54,422

 

 
54,422

Pre-refunded

 
10,917

 

 
10,917

Revenue

 
69,054

 

 
69,054

Variable rate demand notes

 
28,575

 

 
28,575

Asset backed securities

 
139,050

 

 
139,050

Mortgage backed securities

 
33,891

 

 
33,891

Total investments
$
212,185

 
$
644,233

 
$

 
$
856,418

Restricted deposits available for sale:
 

 
 

 
 

 
 

Cash and cash equivalents
$
26,642

 
$

 
$

 
$
26,642

Certificates of deposit
5,891

 

 

 
5,891

U.S. Treasury securities and obligations of U.S. government corporations and agencies
14,413

 

 

 
14,413

Total restricted deposits
$
46,946

 
$

 
$

 
$
46,946

Other long-term assets: Interest rate swap agreements
$

 
$
9,576

 
$

 
$
9,576

Total assets at fair value
$
1,233,435

 
$
653,809

 
$

 
$
1,887,244

 
The Company periodically transfers U.S. Treasury securities and obligations of U.S. government corporations and agencies between Level I and Level II fair value measurements dependent upon the level of trading activity for the specific securities at the measurement date.  The Company’s policy regarding the timing of transfers between Level I and Level II is to measure and record the transfers at the end of the reporting period.  At June 30, 2014, there were $14,161 of transfers from Level I to Level II and $1,214 of transfers from Level II to Level I.  The Company utilizes matrix pricing services to estimate fair value for securities which are not actively traded on the measurement date.  The Company designates these securities as Level II fair value measurements.  The aggregate carrying amount of the Company’s life insurance contracts and other non-majority owned investments, which approximates fair value, was $53,632 and $37,608 as of June 30, 2014 and December 31, 2013, respectively.

6. Debt
 
Debt consists of the following:
 
June 30, 2014
 
December 31, 2013
Senior notes, at par
$
725,000

 
$
425,000

Unamortized premium on senior notes
5,166

 
6,052

Fair value of interest rate swap agreements
9,506

 
9,576

Senior notes
739,672

 
440,628

Revolving credit agreement
70,000

 
150,000

Mortgage notes payable
71,437

 
72,785

Capital leases and other
9,916

 
5,349

Total debt
891,025

 
668,762

Less current portion
(6,135
)
 
(3,065
)
 Long-term debt
$
884,890

 
$
665,697



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Table of Contents

Senior Notes

In May 2011, the Company issued $250,000 non-callable 5.75% Senior Notes due June 1, 2017 ($250,000 Notes) at a discount to yield 6%. In connection with the May 2011 issuance, the Company entered into interest rate swap agreements for a notional amount of $250,000. Gains and losses due to changes in the fair value of the interest rate swap agreements completely offset changes in the fair value of the hedged portion of the underlying debt and are recorded as an adjustment to the $250,000 Notes. At June 30, 2014, the fair value of the interest rate swap agreements increased the fair value of the notes by $8,935 and the variable interest rate of the swap agreements was 3.73%.

In November 2012, the Company issued an additional $175,000 non-callable 5.75% Senior Notes due June 1, 2017 ($175,000 Add-on Notes) at a premium to yield 4.29%. The indenture governing the $250,000 Notes and the $175,000 Add-on Notes contains non-financial and financial covenants, including requirements of a minimum fixed charge coverage ratio. Interest is paid semi-annually in June and December. At June 30, 2014, the total net unamortized debt premium on the $250,000 Notes and $175,000 Add-on Notes was $5,166.  

In April 2014, the Company issued $300,000 4.75% Senior Notes due May 15, 2022 ($300,000 Notes) at par. In connection with the April 2014 issuance, the Company entered into interest rate swap agreements for a notional amount of $300,000. Gains and losses due to changes in the fair value of the interest rate swap agreements completely offset changes in the fair value of the hedged portion of the underlying debt and are recorded as an adjustment to the $300,000 Notes. At June 30, 2014, the fair value of the interest rate swap agreements increased the fair value of the notes by $571 and the variable interest rate of the swap agreements was 2.52%.

Revolving Credit Agreement

In May 2013, the Company entered into a new unsecured $500,000 revolving credit facility and terminated its previous $350,000 revolving credit facility. Borrowings under the agreement bear interest based upon LIBOR rates, the Federal Funds Rate or the Prime Rate. The agreement has a maturity date of June 1, 2018, provided it will mature 90 days prior to the maturity date of the Company's 5.75% Senior Notes due 2017 if such notes are not refinanced (or extended), certain financial conditions are not met, or the Company does not carry $100,000 of unrestricted cash. As of June 30, 2014, the Company had $70,000 of borrowings outstanding under the agreement with a weighted average interest rate of 2.50%.

The agreement contains non-financial and financial covenants, including requirements of minimum fixed charge coverage ratios, maximum debt-to-EBITDA ratios and minimum tangible net worth. The Company is required to not exceed a maximum debt-to-EBITDA ratio of 3.0 to 1.0. As of June 30, 2014, there were no limitations on the availability under the revolving credit agreement as a result of the debt-to-EBITDA ratio.

Letters of Credit & Surety Bonds

The Company had outstanding letters of credit of $30,649 as of June 30, 2014, which were not part of the revolving credit facility.  The letters of credit bore interest at 0.46% as of June 30, 2014. The Company had outstanding surety bonds of $159,728 as of June 30, 2014.

7. Interest Rate Swap Agreements

In May 2011, the Company entered into $250,000 notional amount of interest rate swap agreements (2011 Swap Agreements) that are scheduled to expire June 1, 2017. Under the 2011 Swap Agreements, the Company receives a fixed rate of 5.75% and pays a variable rate of the three month LIBOR plus 3.50% adjusted quarterly, which allows the Company to adjust $250,000 of its senior notes to a floating rate. At June 30, 2014, the variable rate was 3.73%.

In April 2014, the Company entered into $300,000 notional amount of interest rate swap agreements (2014 Swap Agreements) that are scheduled to expire May 15, 2022. Under the 2014 Swap Agreements, the Company receives a fixed rate of 4.75% and pays a variable rate of the three month LIBOR plus 2.27% adjusted quarterly, which allows the Company to adjust $300,000 of its senior notes to a floating rate. At June 30, 2014, the variable rate was 2.52%.


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Table of Contents

The 2011 and 2014 Swap Agreements are formally designated and qualify as fair value hedges. The 2011 and 2014 Swap Agreements are recorded at fair value in the Consolidated Balance Sheet in other assets or other liabilities. Gains and losses due to changes in fair value of the interest rate swap agreements completely offset changes in the fair value of the hedged portion of the underlying debt. Therefore, no gain or loss has been recognized due to hedge ineffectiveness. Offsetting changes in fair value of both the interest rate swap agreements and the hedged portion of the underlying debt both were recognized in interest expense in the Consolidated Statement of Operations. The Company does not hold or issue any derivative instrument for trading or speculative purposes.

The fair values of the 2011 and 2014 Swap Agreements as of June 30, 2014 were assets of approximately $8,935 and $571, respectively and are included in other long term assets in the Consolidated Balance Sheet. The fair value of the 2011 and 2014 Swap Agreements excludes accrued interest and takes into consideration current interest rates and current likelihood of the swap counterparties' compliance with its contractual obligations.

8. Stockholders' Equity

In January 2014, the Company completed the acquisition of 68% of USMM and as a result, issued 2,243,217 shares of Centene common stock to the selling stockholders.

9. Earnings Per Share

The following table sets forth the calculation of basic and diluted net earnings per common share:

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Earnings attributable to Centene Corporation:
 
 
 
 
 
 
 
Earnings from continuing operations, net of tax
$
47,183

 
$
40,289

 
$
80,999

 
$
62,928

Discontinued operations, net of tax
1,680

 
(805
)
 
847

 
(442
)
Net earnings
$
48,863

 
$
39,484

 
$
81,846

 
$
62,486

 
 
 
 
 
 
 
 
Shares used in computing per share amounts:
 

 
 
 
 
 
 
Weighted average number of common shares outstanding
57,758,683

 
54,529,036

 
57,622,039

 
53,449,077

Common stock equivalents (as determined by applying the treasury stock method)
1,958,575

 
2,072,624

 
1,925,381

 
1,999,319

Weighted average number of common shares and potential dilutive common shares outstanding
59,717,258

 
56,601,660

 
59,547,420

 
55,448,396

 
 
 
 
 
 
 
 
Net earnings (loss) per common share attributable to Centene Corporation:
 
 
 
 
 
 
 
Basic:
 
 
 
 
 
 
 
Continuing operations
$
0.82

 
$
0.74

 
$
1.41

 
$
1.18

Discontinued operations
0.03

 
(0.02
)
 
0.01

 
(0.01
)
Basic earnings per common share
$
0.85

 
$
0.72

 
$
1.42

 
$
1.17

 
 
 
 
 
 
 
 
Diluted:
 
 
 
 
 
 
 
Continuing operations
$
0.79

 
$
0.71

 
$
1.36

 
$
1.14

Discontinued operations
0.03

 
(0.01
)
 
0.01

 
(0.01
)
Diluted earnings per common share
$
0.82

 
$
0.70

 
$
1.37

 
$
1.13


The calculation of diluted earnings per common share for the three and six months ended June 30, 2014 excludes the impact of 51,855 shares and 55,544 shares, respectively, related to anti-dilutive stock options, restricted stock and restricted stock units. The calculation of diluted earnings per common share for the three and six months ended June 30, 2013 excludes the impact of 35,094 shares and 68,809 shares, respectively, related to anti-dilutive stock options, restricted stock and restricted stock units.


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Table of Contents

10. Segment Information

Centene operates in two segments: Managed Care and Specialty Services.  The Managed Care segment consists of Centene’s health plans including all of the functions needed to operate them.  The Specialty Services segment consists of Centene’s specialty companies offering auxiliary healthcare services and products.
 
Segment information for the three months ended June 30, 2014, follows:
 
Managed Care
 
Specialty
Services
 
Eliminations
 
Consolidated
Total
Premium and service revenues from external customers
$
3,224,849

 
$
516,238

 
$

 
$
3,741,087

Premium and service revenues from internal customers
13,789

 
675,825

 
(689,614
)
 

Total premium and service revenues
$
3,238,638

 
$
1,192,063

 
$
(689,614
)
 
$
3,741,087

Earnings from operations
$
63,821

 
$
28,851

 
$

 
$
92,672


Segment information for the three months ended June 30, 2013, follows:
 
Managed Care
 
Specialty
Services
 
Eliminations
 
Consolidated
Total
Premium and service revenues from external customers
$
2,324,750

 
$
194,161

 
$

 
$
2,518,911

Premium and service revenues from internal customers
10,292

 
523,154

 
(533,446
)
 

Total premium and service revenues
$
2,335,042

 
$
717,315

 
$
(533,446
)
 
$
2,518,911

Earnings from operations
$
45,601

 
$
23,136

 
$

 
$
68,737


Segment information for the six months ended June 30, 2014, follows:
 

Managed Care
 
Specialty
Services
 
Eliminations
 
Consolidated
Total
Premium and service revenues from external customers
$
6,194,570

 
$
898,578

 
$

 
$
7,093,148

Premium and service revenues from internal customers
26,614

 
1,314,741

 
(1,341,355
)
 

Total premium and service revenues
$
6,221,184

 
$
2,213,319

 
$
(1,341,355
)
 
$
7,093,148

Earnings from operations
$
107,951

 
$
54,755

 
$

 
$
162,706


Segment information for the six months ended June 30, 2013, follows:
 

Managed Care
 
Specialty
Services
 
Eliminations
 
Consolidated
Total
Premium and service revenues from external customers
$
4,621,199

 
$
319,545

 
$

 
$
4,940,744

Premium and service revenues from internal customers
20,345

 
1,050,607

 
(1,070,952
)
 

Total premium and service revenues
$
4,641,544

 
$
1,370,152

 
$
(1,070,952
)
 
$
4,940,744

Earnings from operations
$
54,860

 
$
53,477

 
$

 
$
108,337


11. Contingencies
In October 2012, the Company notified the Cabinet that it was exercising a contractual right that it believes allows the Company to terminate its Medicaid managed care contract with the Commonwealth effective July 5, 2013.  The Company also filed a lawsuit in Franklin Circuit Court against the Commonwealth seeking a declaration of the Company's right to terminate the contract on July 5, 2013.  In April 2013, the Commonwealth answered that lawsuit and filed counterclaims against the Company seeking declaratory relief and damages.  In May 2013, the Franklin Circuit Court ruled that Kentucky Spirit does not have a contractual right to terminate the contract early.  Kentucky Spirit has appealed that ruling to the Kentucky Court of Appeals. 

The Company also filed a formal dispute with the Cabinet for damages incurred under the contract, which was later appealed to and denied by the Finance and Administration Cabinet.  In response, the Company filed a lawsuit in April 2013, in Franklin Circuit Court seeking damages against the Commonwealth for losses sustained due to the Commonwealth's alleged breaches. This lawsuit was subsequently consolidated with the original lawsuit for declaratory relief and continues to proceed.

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Table of Contents


Kentucky Spirit's efforts to resolve issues with the Commonwealth were unsuccessful and on July 5, 2013, Kentucky Spirit proceeded with its previously announced exit.  The Commonwealth has alleged that Kentucky Spirit's exit constitutes a material breach of contract.  The Commonwealth seeks to recover substantial damages and to enforce its rights under Kentucky Spirit's $25,000 performance bond. In March 2014, Kentucky Spirit received a demand letter from the Commonwealth seeking damages to reimburse the Commonwealth for its alleged incurred and expected losses, expenses, transition costs and other damages for the period July 6, 2013 until July 5, 2014. The letter stated that the Commonwealth is seeking damages only on behalf of the Commonwealth, not the federal Centers for Medicare and Medicaid Services (CMS). In June 2014, the Commonwealth informed the Kentucky Department of Insurance that its expenditures due to Kentucky's Spirit's departure range from $28,000 to $40,000 plus interest, and that the associated CMS expenditures range from $92,000 to $134,000. Kentucky Spirit disputes the Commonwealth's alleged damages, is pursuing its own litigation claims for damages against the Commonwealth and will vigorously defend against any allegations that it has breached the contract.

The resolution of the Kentucky litigation matters may result in a range of possible outcomes.  If the Company prevails on its claims, Kentucky Spirit would be entitled to damages under its lawsuit.  If the Commonwealth prevails, a liability to the Commonwealth could be recorded.  The Company is unable to estimate the ultimate outcome resulting from the Kentucky litigation.  As a result, the Company has not recorded any receivable or any liability for potential damages under the contract as of June 30, 2014.  While uncertain, the ultimate resolution of the pending litigation could have a material effect on the financial position, cash flow or results of operations of the Company in the period it is resolved or becomes known.

Excluding the Kentucky matters discussed above, the Company is routinely subjected to legal proceedings in the normal course of business.  While the ultimate resolution of such matters in the normal course of business is uncertain, the Company does not expect the results of any of these matters individually, or in the aggregate, to have a material effect on its financial position, results of operations or cash flows.

12. Subsequent Events

In July 2014, the Company completed the transaction whereby Community Health Solutions of America, Inc. assigned its contract with the Louisiana Department of Health and Hospitals under the Bayou Health Shared Savings Program to the Company's subsidiary, Louisiana Healthcare Connections (LHC). The purchase price is expected to be between approximately $110,000 and $140,000. Initial consideration of approximately $72,100 consists of a cash payment of $14,100 paid at signing and approximately $58,000 of common stock (746,369 shares) issued at closing. The remaining purchase price will be paid in cash in multiple steps and will be finalized based on membership retained by LHC in the first quarter of 2015.

In July 2014, the Company purchased a noncontrolling interest in Ribera Salud S.A. (Ribera Salud), a Spanish health management group for approximately $16,000, subject to working capital adjustments. Centene will be a 50% joint shareholder with Ribera Salud's remaining investor, Banco Sabadell. The Company will account for its investment using the equity method of accounting. Upon closing, the Company executed letters of credit for approximately $65,000, or €48,000, representing its proportional share of the letters of credit issued to support Ribera Salud’s outstanding debt.

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Table of Contents


ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this filing.  The discussion contains forward-looking statements that involve both known and unknown risks and uncertainties, including those set forth under Part II, Item 1A. “Risk Factors” of this Form 10-Q.

OVERVIEW

In 2013, we classified the operations for Kentucky Spirit Health Plan (KSHP) as discontinued operations for all periods presented in our consolidated financial statements. The following discussion and analysis, with the exception of cash flow information, is presented in the context of continuing operations unless otherwise identified.

Key financial metrics for the second quarter of 2014 are summarized as follows:
Quarter-end at-risk managed care membership of 3,164,500, an increase of 601,100 members, or 23% year over year.
Premium and service revenues of $3.7 billion, representing 49% growth year over year.
Health Benefits Ratio of 88.9%, compared to 88.4% in 2013.
General and Administrative expense ratio of 8.6%, compared to 8.9% in 2013.
Operating cash flow of $159.4 million for the second quarter of 2014.
Diluted earnings per share of $0.79, or $0.95 excluding a $0.16 impact associated with the health insurer fee, compared to $0.71 in 2013.

The following items contributed to our revenue and membership growth over the last year:

AcariaHealth. In April 2013, we completed the acquisition of AcariaHealth, a specialty pharmacy company.

California. In November 2013, our California subsidiary, California Health and Wellness (CHW), began operating under a new contract with the California Department of Health Care Services to serve Medicaid beneficiaries in 18 rural counties under the state's Medi-Cal Managed Care Rural Expansion program and Medi-Cal beneficiaries in Imperial County. In January 2014, CHW also began serving members under the state's Medicaid expansion program.

Centurion. Centurion is a joint venture between Centene and MHM Services Inc. In July 2013, Centurion began operating under a new contract with the Department of Corrections in Massachusetts to provide comprehensive healthcare services to individuals incarcerated in Massachusetts state correctional facilities. In January 2014, Centurion began operating under a new agreement with the Minnesota Department of Corrections to provide managed healthcare services to offenders in the state's correctional facilities. In September 2013, Centurion began operating under a new contract to provide comprehensive healthcare services to individuals incarcerated in Tennessee state correctional facilities.

Florida. In August 2013, our Florida subsidiary, Sunshine Health, began operating under a contract in 10 of 11 regions with the Florida Agency for Health Care Administration to serve members of the Medicaid managed care Long Term Care (LTC) program. Enrollment began in August 2013 and was implemented by region through March 2014.

In May 2014, Sunshine Health also began operating under a new contract in 9 of 11 regions of the Managed Medical Assistance (MMA) program. The MMA program includes TANF recipients as well as ABD and dual-eligible members. In addition, we began operating as the sole provider under a new statewide contract for the Child Welfare Specialty Plan (Foster Care). Enrollment for both the MMA program and Foster Care began in May 2014 and will be implemented by region through August 2014.

Health Insurance Marketplaces (HIM). In January 2014, we began serving members enrolled in Health Insurance Marketplaces in certain regions of 9 states: Arkansas, Florida, Georgia, Indiana, Massachusetts, Mississippi, Ohio, Texas and Washington.


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Illinois. In March 2014, our Illinois subsidiary, IlliniCare Health, began operating under a new contract as part of the Illinois Medicare-Medicaid Alignment Initiative serving dual-eligible members in Cook, DuPage, Lake, Kane, Kankakee and Will counties (Greater Chicago region).

Massachusetts. In January 2014, our CeltiCare Health subsidiary began operating under a new contract with the Massachusetts Executive Office of Health and Human Services to participate in the MassHealth CarePlus program in all five regions.

New Hampshire. In December 2013, our subsidiary, New Hampshire Healthy Families, began operating under a new contract with the Department of Health and Human Services to serve Medicaid beneficiaries.

Ohio. In July 2013, our Ohio subsidiary, Buckeye Community Health Plan (Buckeye), began operating under a new and expanded contract with the Ohio Department of Medicaid (ODM) to serve Medicaid members statewide through Ohio's three newly aligned regions (West, Central/Southeast, and Northeast). Buckeye also began serving members under the ABD Child program in July 2013. In January 2014, Buckeye began serving members under the state's Medicaid expansion program.

In May 2014, Buckeye began operating under a new contract with the ODM to serve Medicaid members in a dual-eligible demonstration program in three of seven regions: Northeast (Cleveland), Northwest (Toledo) and West Central (Dayton). This three-year program, which is part of the Integrated Care Delivery System expansion, serves those who have both Medicare and Medicaid eligibility. Enrollment began in May 2014 and will be implemented by region through July 2014.

U.S. Medical Management. In January 2014, we acquired a majority interest in U.S. Medical Management, LLC, a management services organization and provider of in-home health services for high acuity populations.

Washington. In January 2014, our subsidiary, Coordinated Care, began serving additional Medicaid members under the state's Medicaid expansion program.

We expect the following items to contribute to our future growth potential:

We expect to realize the full year benefit in 2014 of business commenced during 2013 in California, Florida, Massachusetts, New Hampshire, Ohio, and Tennessee and the acquisition of AcariaHealth as discussed above.

In July 2014, our Illinois subsidiary, IlliniCare Health, began operating under a new five-year contract with the Cook County Health and Hospitals System to perform third party administrative services to members enrolled in the CountyCare program, as well as care coordination, behavioral health, vision care and pharmacy benefit management services.

In July 2014, our Mississippi subsidiary, Magnolia Health, began operating as one of two contractors under a new statewide managed care contract serving members enrolled in the Mississippi Coordinated Access Network program. The program provides for membership expansion beginning in late 2014.

In July 2014, we completed the transaction whereby Community Health Solutions of America, Inc. (CHS) assigned its contract with the Louisiana Department of Health and Hospitals under the Bayou Health Shared Savings Program to our subsidiary, Louisiana Healthcare Connections (LHC). The purchase price will be between approximately $110.0 million and $140.0 million. Initial consideration of approximately $72.1 million consists of a cash payment of $14.1 million paid at signing and approximately $58.0 million paid in stock at closing. The remaining purchase price will be paid in cash in multiple steps and will be finalized based on membership retained by LHC in the first quarter of 2015.

In July 2014, we completed the purchase of a noncontrolling interest in Ribera Salud S.A. (Ribera Salud), a Spanish health management group. Centene will be a joint shareholder with Ribera Salud's remaining investor, Banco Sabadell.

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In December 2013, we signed a definitive agreement to purchase a majority stake in Fidelis SecureCare of Michigan, Inc. (Fidelis), a subsidiary of Fidelis SeniorCare, Inc. The transaction is expected to close in the first half of 2015, subject to certain closing conditions including regulatory approvals, and will involve cash purchase price payments contingent on the performance of the plan. Fidelis was selected by the Michigan Department of Community Health to provide integrated healthcare services to members who are dually eligible for Medicare and Medicaid in Macomb and Wayne counties. Enrollment is expected to commence in the first half of 2015.

In November 2013, our South Carolina subsidiary, Absolute Total Care, was selected by the South Carolina Department of Health and Human Services to serve dual-eligible members as part of the state's pilot program to provide integrated and coordinated care for individuals who are eligible for both Medicare and Medicaid. Operations are expected to commence in the first quarter of 2015.

In September 2013, we were awarded a contract in Texas from the Texas Health and Human Services Commission to expand our operations and serve STAR+PLUS members in two Medicaid Rural Service Areas. Enrollment is expected to begin in the third quarter of 2014.

MEMBERSHIP

From June 30, 2013 to June 30, 2014, we increased our at-risk managed care membership by 601,100, or 23%.  The following table sets forth our membership by state for our managed care organizations:
 
June 30,
2014
 
December 31,
2013
 
June 30,
2013
Arizona
7,000

 
7,100

 
23,200

Arkansas
31,100

 

 

California
131,100

 
97,200

 

Florida
313,800

 
222,000

 
216,200

Georgia
373,000

 
318,700

 
316,600

Illinois
29,500

 
22,300

 
18,000

Indiana
200,500

 
195,500

 
200,000

Kansas
146,100

 
139,900

 
137,500

Louisiana
148,600

 
152,300

 
153,700

Massachusetts
47,200

 
22,600

 
15,200

Minnesota
9,400

 

 

Mississippi
97,400

 
78,300

 
77,300

Missouri
58,700

 
59,200

 
58,800

New Hampshire
39,500

 
33,600

 

Ohio
225,900

 
173,200

 
156,700

South Carolina
101,800

 
91,900

 
88,800

Tennessee
21,300

 
20,700

 

Texas
921,500

 
935,100

 
960,400

Washington
193,800

 
82,100

 
67,600

Wisconsin
67,300

 
71,500

 
73,400

Total
3,164,500

 
2,723,200

 
2,563,400


At June 30, 2014, we served 155,800 Medicaid members in Medicaid expansion programs in California, Massachusetts, Ohio and Washington included in the table above. We also served 182,200 members at June 30, 2014 under our behavioral health contract in Arizona, compared to 157,100 members at June 30, 2013.


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The following table sets forth our membership by line of business:
 
June 30,
2014
 
December 31,
2013
 
June 30,
2013
Medicaid
2,385,500

 
2,054,700

 
1,953,600

CHIP & Foster Care
261,800

 
275,100

 
273,200

ABD & Medicare
329,700

 
305,300

 
289,800

HIM
75,700

 

 

Hybrid Programs
17,000

 
19,000

 
22,400

LTC
53,500

 
37,800

 
24,400

Correctional services
41,300

 
31,300

 

Total
3,164,500

 
2,723,200

 
2,563,400

 
The following table identifies our dual eligible membership by line of business. The membership tables above include these members.
 
June 30,
2014
 
December 31,
2013
 
June 30,
2013
ABD
89,300

 
71,700
 
71,400
LTC
41,800