Item 8.01 Other Events.



On June 14, 2021, Centene Corporation ("Centene" or the "Company") announced
that it has reached no-fault agreements with the Attorneys General of Ohio and
Mississippi to resolve claims made by the states related to services provided by
Envolve Pharmacy Solutions, Inc. ("Envolve"), the Company's pharmacy benefits
manager subsidiary.

Under the terms of these agreements, Centene will pay $88 million to Ohio and
$55 million to Mississippi. The practices described in the settlement focused on
the structure and processes of Envolve primarily during 2017 and 2018. In the
settlements, the Company denies any liability for these practices. As a result
of the settlement, the Ohio Attorney General's litigation against the Company
will be dismissed.

Additionally, the Company announced it is in discussions with a plaintiff's
group led by the law firms of Liston & Deas and Cohen & Milstein in an effort to
bring final resolution to these concerns in other affected states. Consistent
with those discussions, Centene has recorded a reserve estimate of $1.1 billion
related to this issue, exclusive of the above settlements.

The settlement costs and reserve estimate will not impact Centene's Adjusted EPS guidance but will impact its previously disclosed GAAP EPS guidance.

A copy of the press release is attached hereto as Exhibit 99.1.

Forward-Looking Statements



In this Current Report on Form 8-K, all statements that are not purely
historical facts are forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended and Section 21E of the Securities
Exchange Act of 1934, as amended. Without limiting the foregoing,
forward-looking statements often use words such as "believe," "anticipate,"
"plan," "expect," "estimate," "intend," "seek," "target," "goal," "may," "will,"
"would," "could," "should," "can," "continue" and other similar words or
expressions (and the negative thereof).

In particular, these statements include, without limitation, statements about
our settlements with Ohio and Mississippi to resolve claims made by the states
with regard to practices at Envolve, our pharmacy benefits manager subsidiary,
and other possible future claims and settlements related to the practices at
Envolve and our ability to settle claims with other states within the reserve
estimate we have recorded and on other acceptable terms, or at all, future
operating or financial performance, market opportunity, growth strategy,
competition, expected activities in completed and future acquisitions, including
statements about the impact of our proposed acquisition of Magellan Health, Inc.
(Magellan Health and such acquisition, the Magellan Acquisition), our recently
completed acquisition of WellCare Health Plans, Inc. (WellCare and such
acquisition, the WellCare Acquisition), other recent and future acquisitions,
investments and the adequacy of our available cash resources. These
forward-looking statements reflect our current views with respect to future
events and are based on numerous assumptions and assessments made by us in light
of our experience and perception of historical trends, current conditions,
business strategies, operating environments, future developments and other
factors we believe appropriate. By their nature, forward-looking statements
involve known and unknown risks and uncertainties and are subject to change
because they relate to events and depend on circumstances that will occur in the
future, 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 press release are based on
information available to us on the date of this press release. Except as may be
otherwise required by law, we undertake no obligation to update or revise the
forward-looking statements included in this press release, whether as a result
of new information, future events or otherwise, after the date of this press
release. You should not place undue reliance on any forward-looking statements,
as actual results may differ materially from projections, estimates, or other
forward-looking statements due to a variety of important factors, variables and
events including, but not limited to: the impact of COVID-19 on global markets,
economic conditions, the healthcare industry and our results of operations and
the response by governments and other third parties; the risk that regulatory or
other approvals required for the Magellan Acquisition may be delayed or not
obtained or are subject to unanticipated conditions that could require the
exertion of management's time and our resources or otherwise have an adverse
effect on us; the possibility that certain conditions to the consummation of the
Magellan Acquisition will not be satisfied or completed on a timely basis and
accordingly the Magellan Acquisition may not be consummated on a timely basis or
at all; uncertainty as to the expected financial performance of the combined
company following completion of the Magellan Acquisition; the possibility that
the expected synergies and value creation from the Magellan Acquisition or the
WellCare Acquisition (or other acquired businesses) will not be realized, or
will not be realized within the respective expected time periods; the risk that
unexpected costs will be incurred in connection with

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the completion and/or integration of the Magellan Acquisition or that the
integration of Magellan Health will be more difficult or time consuming than
expected; the risk that potential litigation in connection with the Magellan
Acquisition may affect the timing or occurrence of the Magellan Acquisition or
result in significant costs of defense, indemnification and liability; a
downgrade of the credit rating of our indebtedness, which could give rise to an
obligation to redeem existing indebtedness; the inability to retain key
personnel; disruption from the announcement, pendency, completion and/or
integration of the Magellan Acquisition or from the integration of the WellCare
Acquisition, or similar risks from other acquisitions we may announce or
complete from time to time, including potential adverse reactions or changes to
business relationships with customers, employees, suppliers or regulators,
making it more difficult to maintain business and operational relationships; our
ability to accurately predict and effectively manage health benefits and other
operating expenses and reserves, including fluctuations in medical utilization
rates due to the impact of COVID-19; competition; membership and revenue
declines or unexpected trends; changes in healthcare practices, new
technologies, and advances in medicine; increased healthcare costs; changes in
economic, political or market conditions; changes in federal or state laws or
regulations, including changes with respect to income tax reform or government
healthcare programs as well as changes with respect to the Patient Protection
and Affordable Care Act ("ACA") and the Health Care and Education Affordability
Reconciliation Act, collectively referred to as the ACA and any regulations
enacted thereunder that may result from changing political conditions, the new
administration or judicial actions, including the ultimate outcome in "Texas v.
United States of America" regarding the constitutionality of the ACA; rate cuts
or other payment reductions or delays by governmental payors and other risks and
uncertainties affecting our government businesses; our ability to adequately
price products; tax matters; disasters or major epidemics; changes in expected
contract start dates; provider, state, federal, foreign and other contract
changes and timing of regulatory approval of contracts; the expiration,
suspension, or termination of our contracts with federal or state governments
(including but not limited to Medicaid, Medicare, TRICARE or other customers);
the difficulty of predicting the timing or outcome of pending or future legal
and regulatory proceedings or matters, including the ongoing regulatory review
of claims against our PBM business or whether additional claims, reviews or
investigations relating to our PBM business will be brought by other states, the
federal government or shareholder litigants, or government investigations;
challenges to our contract awards; cyber-attacks or other privacy or data
security incidents; the exertion of management's time and our resources, and
other expenses incurred and business changes required in connection with
complying with the undertakings in connection with any regulatory, governmental
or third party consents or approvals for acquisitions, including the Magellan
Acquisition; disruption caused by significant completed and pending acquisitions
making it more difficult to maintain business and operational relationships; the
risk that unexpected costs will be incurred in connection with the completion
and/or integration of acquisition transactions; changes in expected closing
dates, estimated purchase price and accretion for acquisitions; the risk that
acquired businesses will not be integrated successfully; restrictions and
limitations in connection with our indebtedness; our ability to maintain or
achieve improvement in the Centers for Medicare and Medicaid Services star
ratings and maintain or achieve improvement in other quality scores in each case
that can impact revenue and future growth; availability of debt and equity
financing, on terms that are favorable to us; inflation; foreign currency
fluctuations; and risks and uncertainties discussed in the reports that Centene
has filed with the Securities and Exchange Commission. This list of important
factors is not intended to be exhaustive. We discuss certain of these matters
more fully, as well as certain other factors that may affect our business
operations, financial condition and results of operations, in our annual report
on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Due to these important factors and risks, we cannot give assurances with respect
to our future performance, including without limitation our ability to maintain
adequate premium levels or our ability to control our future medical and
selling, general and administrative costs.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.
  Exhibit Number                                          Description
       99.1                Centene Corporation Press Release issued June 14, 2021.
       104               Cover Page Interactive Data File (embedded within

the Inline XBRL document).

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