Centene Corporation Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Acquisitions

Acquisitions

6 Months Ended

Jun. 30, 2020

WellCare Acquisition

On January 23, 2020, the Company acquired all of the issued and outstanding shares of WellCare. The transaction was valued at $19,555 million, including the assumption of debt. The WellCare Acquisition brings a high-quality Medicare platform and further extends the Company’s robust Medicaid offerings. The WellCare Acquisition also enables the Company to provide access to more comprehensive and differentiated solutions across more markets with a continued focus on affordable, high-quality, culturally-sensitive healthcare services. With the WellCare Acquisition, the Company further broadened its product offerings by adding a Medicare prescription drug plan to its existing business lines.

Total consideration paid for the acquisition was $17,605 million, consisting of Centene common shares valued at $11,431 million (based on Centene’s stock price of $66.76), $6,079 million in cash, and $95 million related to the fair value of replacement equity awards associated with pre-combination service. Each WellCare share was converted into 3.38 of validly issued, fully paid, non-assessable shares of Centene common stock and $120.00 in cash. In total, 171 million shares of Centene common stock were issued to the WellCare stockholders. The cash portion of the acquisition was funded through the issuance of long-term debt as further discussed in Note 7. Debt. The Company also recognized $71 million and $384 million of acquisition related costs, primarily related to WellCare, that were in the Consolidated Statements of Operations for the three and six months ended June 30, 2020, respectively.

The acquisition of WellCare was accounted for as a business combination using the acquisition method of accounting that requires assets acquired and liabilities assumed to be recognized at fair value as of the acquisition date. The assessment of fair value on all assets acquired and liabilities assumed is preliminary and, accordingly, the Company has recorded provisional amounts which are subject to adjustment. Measurement period adjustments will be recorded in the period in which they are determined, as if they had been completed at the acquisition date.

The Company’s preliminary allocation of the fair value of assets acquired and liabilities assumed as of the acquisition date of January 23, 2020 is as follows ($ in millions):



Assets acquired and liabilities assumed
Cash and cash equivalents	$	2,947
Premium and related receivables	3,437
Short-term investments	355
Other current assets	1,116
Long-term investments	2,716
Restricted deposits	320
Property, software and equipment	259
Intangible assets ^(a)	7,000
Other long-term assets	313
Total assets acquired	18,463

Medical claims liability	4,073
Accounts payable and accrued expenses	3,100
Return of premium payable	238
Unearned revenue	183
Long-term debt^(b)	2,055
Deferred tax liabilities ^(c)	1,534
Other long-term liabilities	312
Total liabilities assumed	11,495

Total identifiable net assets	6,968
Goodwill ^(d)	10,637
Total assets acquired and liabilities assumed	$	17,605

The Company has made the following preliminary fair value adjustments based on information reviewed through June 30, 2020. Significant fair value adjustments are noted as follows:

(a)

The identifiable intangible assets acquired are to be measured at fair value as of the completion of the acquisition. The fair value of intangible assets will be determined primarily using variations of the income approach, which is based on the present value of the future after tax cash flows attributable to each identified intangible asset. Other valuation methods, including the market approach and cost approach, will be considered in estimating the fair value. The identifiable intangible assets include purchased contract rights, trade names, provider contracts and developed technologies. The Company has estimated the preliminary fair value of intangible assets to be $7,000 million with a weighted average life of 13 years.

The preliminary fair values and weighted average useful lives for identifiable intangible assets acquired are as follows:



	Fair Value		Weighted Average Useful Life (in years)
Purchased contract rights	$	5,200
Trade names	800
Provider contracts	700
Developed technologies	300
Total intangible assets acquired	$	7,000	13


(b)	Debt is required to be measured at fair value under the acquisition method of accounting. The fair value of WellCare's aggregate principle of $1,950 million Senior Notes assumed in the acquisition was $2,055 million. The $105 million increase will be amortized as a reduction to interest expense over the remaining life of the debt.


(c)	The preliminary deferred tax liabilities are presented net of $348 million of deferred tax assets.

(d)

The acquisition resulted in $10,637 million of goodwill related primarily to synergies expected from the acquisition and the assembled workforce of WellCare. The assignment of goodwill to the Company’s respective segments has not been completed at this time, but the majority of goodwill is expected to be allocated to the Managed Care segment. The majority of the goodwill is not deductible for income tax purposes.

Divestitures

Immediately prior to the closing of the WellCare Acquisition, Anthem, Inc. acquired WellCare’s Missouri Medicaid health plan, a WellCare Missouri Medicare Advantage health plan, and WellCare’s Nebraska Medicaid health plan. CVS Health Corporation acquired portions of Centene’s Illinois Medicaid and Medicare Advantage health plans as part of previously announced divestiture agreements. The Company recorded $11 million and $104 million in pre-tax gains for the three and six months ended June 30, 2020, respectively, as a result of the Illinois divestiture, which is included in investment and other income on the Consolidated Statements of Operations.

Unaudited Pro Forma Financial Information

The following table presents supplemental pro forma information for the three and six months ended June 30, 2019 ($ in millions, except per share data):



	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Total revenues	$	25,325	$	50,494
Net earnings attributable to common stockholders	$	559	$	1,111
Diluted earnings per share	$	0.94	$	1.88

The unaudited pro forma total revenues for the six months ended June 30, 2020 was $55,527 million. It is impracticable for the Company to determine the pro forma earnings information for the six months ended June 30, 2020 due to the nature of obtaining that information as the Company immediately began integrating WellCare into its ongoing operations.

The unaudited pro forma financial information reflects the historical results of Centene and WellCare adjusted as if the acquisition had occurred on January 1, 2019, primarily for the following:


•	Interest expense associated with debt incurred to finance the transaction.


•	Elimination of historical WellCare intangible asset amortization expense and addition of amortization expense based on the preliminary estimated values of identifiable intangible assets of approximately $7,000 million.


•	Issuance of 171 million shares of Centene common stock in connection with the per share common stock consideration.


•	Elimination of acquisition related costs.


•	Adjustments to income tax expense related to pro forma adjustments and increased income tax expense related to IRS Regulation 162(m)(6).

The pro forma results do not reflect any anticipated synergies, efficiencies, or other cost savings of the acquisition. Accordingly, the unaudited pro forma financial information is not indicative of the results if the acquisition had been completed on January 1, 2019 and is not a projection of future results. The unaudited pro forma financial information does not reflect the previously discussed divestitures as the impact would be impracticable to quantify.