What the changes say
- Medical cost trends and acuity underestimation hurt Marketplace and Medicaid profitability in 2025.
- PDP membership expanded as 2026 bids fell below benchmarks across all 34 CMS regions.
- Credit facility covenants shifted from a debt-to-EBITDA ratio to a debt-to-capital ratio.
What changed since the prior 10-K
New
- NewRisks Relating to Our Business
Failure to timely and effectively identify and mitigate medical cost trends and receive adequate rate adjustments to account for increased acuity could have a material adverse effect on our results of operations, financial condition and cash flows
Unanticipated high medical costs in Medicaid and higher aggregate morbidity in Marketplace membership reduced expected net risk adjustment revenue for 2025.
- NewRisks Relating to Regulatory and Legal Matters
Additionally, the taxes and fees paid to federal, state, and local governments may increase due to several factors, including: enactment of, changes to or interpretations of tax laws and regulations, audits by government authorities, and geographic expansions into higher taxing jurisdictions
Taxes and fees paid to governments may increase due to new tax laws, audits, geographic expansion, or failure to meet minimum medical loss ratios.
Dropped
- DroppedRisks Relating to Our Business
Failure to accurately estimate and price our medical expenses or effectively manage our medical costs or related administrative costs could have a material adverse effect on our results of operations, financial condition and cash flows
Covered estimation and pricing of medical expenses and management of medical or administrative costs.
- DroppedRisks Relating to Regulatory and Legal Matters
If eligibility for the enhanced advance premium tax credit for Marketplace members expires without renewal or the eligibility for the credit is modified or delayed, our results of operations, financial condition, and cash flows could be materially and adversely affected
- DroppedRisks Relating to Regulatory and Legal Matters
In addition, new CMS regulations will require beneficiaries dually enrolled in Medicare and Medicaid to receive integrated care through Medicare Advantage D-SNPs beginning in 2030, with restrictions beginning in 2027, which may restrict our product offerings in some geographic service areas
Reworded
- 67% rewrittenRisks Relating to Regulatory and Legal Matters
Significant changes to the ACA and the other government-sponsored healthcare programs in which we participate could materially and adversely affect our results of operations, financial condition, and cash flows
Retained the general ACA and government-sponsored healthcare program risk without substantive textual changes in the body.
Was: Significant changes or judicial challenges to the ACA and the other government-sponsored healthcare programs in which we participate could materially and adversely affect our results of operations, financial condition, and cash flows
- 64% rewrittenRisks Relating to Regulatory and Legal Matters
Our business activities are highly regulated and new laws or regulations or changes in existing laws or regulations or their enforcement or application could force us to change how we operate and could harm our reputation and business
Retained general regulatory and legislative risk without substantive textual changes in the body.
- 44% rewrittenRisks Relating to Regulatory and Legal Matters
We might be adversely impacted by tax legislation or challenges to our tax positions
Added CMS guidance on OBBBA restricting states from imposing higher tax rates on Medicaid MCOs than commercial insurance.
- 40% rewrittenRisks Relating to Our Business
We derive a significant portion of our premium revenues from operations in a number of states, and our results of operations, financial condition or cash flows could be materially adversely affected by a decrease in premium revenues or profitability in any one of those states
Streamlined language regarding Medicaid contract reprocuring by generalizing that contracts are routinely up for reprocurement.
- 39% rewrittenRisks Relating to Our Business
We derive a portion of our cash flow and gross margin from our PDP operations, for which we submit annual bids for participation. The results of our bids and the design of the risk-sharing program could have a material adverse effect on our results of operations, financial condition and cash flows
Updated 2026 PDP bids to cover all 34 CMS regions and membership growing to over 8.7 million members.
Was: We derive a portion of our cash flow and gross margin from our PDP operations, for which we submit annual bids for participation. The results of our bids could have a material adverse effect on our results of operations, financial condition and cash flows
- 26% rewrittenRisks Relating to Conditions in the Financial Markets and Economy
This may have the effect, among other things, of subjecting us to additional restrictive covenants and reducing our flexibility to respond to changing business and economic conditions and increasing borrowing costs
Changed the financial covenant requirement under the Company Credit Facility from a maximum debt-to-EBITDA ratio to a maximum debt-to-capital ratio.
- 25% rewrittenRisks Relating to Regulatory and Legal Matters
We have been and may from time to time become involved in costly and time-consuming litigation and other regulatory proceedings, which require significant attention from our management and could adversely affect our business
Expanded regulatory proceeding descriptions to include pre-authorization penalties and timely review of grievances and appeals.
- 22% rewrittenRisks Relating to Our Business
Our Medicare programs are subject to a variety of unique risks that could adversely impact our financial results
Updated Medicare Advantage membership percentage in contracts rated 3.5 stars or better from 55% in December 2024 to 60% in December 2025.
- 21% rewrittenRisks Relating to Our Business
An impairment charge with respect to our recorded goodwill, intangible assets and real estate portfolio could have a material impact on our results of operations and shareholders' equity
All 33 risk factors
Headings as the filing states them, in filing order.
Risks Relating to Our Business
- 01Failure to timely and effectively identify and mitigate medical cost trends and receive adequate rate adjustments to account for increased acuity could have a material adverse effect on our results of operations, financial condition and cash flowsNew
- 02Our Medicare programs are subject to a variety of unique risks that could adversely impact our financial results22% rewritten
- 03Risk-adjustment payment systems make our revenue and results of operations more difficult to estimate and could result in retroactive adjustments that have a material adverse effect on our results of operations, financial condition and cash flows
- 04If we are not successful in procuring new government contracts or renewing existing government contracts, or if we receive an adverse finding or review resulting from an audit or investigation, our business may be adversely affected
- 05We derive a portion of our cash flow and gross margin from our PDP operations, for which we submit annual bids for participation. The results of our bids and the design of the risk-sharing program could have a material adverse effect on our results of operations, financial condition and cash flows39% rewritten
- 06Increases in our pharmaceutical costs could have a material adverse effect on the level of our medical costs and our results of operations
- 07Ineffectiveness of state-operated systems and subcontractors could adversely affect our business
- 08Our encounter data may be inaccurate or incomplete, which could have a material adverse effect on our results of operations, financial condition and cash flows and ability to bid for, and continue to participate in, certain programs
- 09If state regulators do not approve payments of dividends and distributions by our subsidiaries to us, we may not have sufficient funds to implement our business strategy
- 10We derive a significant portion of our premium revenues from operations in a number of states, and our results of operations, financial condition or cash flows could be materially adversely affected by a decrease in premium revenues or profitability in any one of those states40% rewritten
- 11Competition may limit our ability to increase penetration of the markets that we serve
- 12We operate in a highly competitive, dynamic and rapidly evolving industry and our failure to adapt could negatively impact our business
- 13If we are unable to maintain relationships with our provider networks and timely update our provider directories, our profitability may be materially adversely affected
- 14If our third-party vendors fail to meet their contractual obligations to us or fail to comply with applicable laws or regulations, our results of operations may be adversely affected and we may be exposed to brand and reputational harm, litigation and/or regulatory action
- 15If we or our third-party vendors are unable to integrate and manage information systems and networks effectively, our operations could be disrupted
- 16A failure in or breach of our operational or security systems, networks or infrastructure, or those of third-party vendors with which we do business, including as a result of cyber-attacks and other data security incidents, could have a material adverse effect on our business
- 17Our operations rely on the secure transmission, storage and other processing of confidential, personal, proprietary, sensitive and other information in our computer systems and networks as well as third-party vendors with which we do business
- 18We may be unable to attract, retain or effectively manage the succession of key personnel
- 19An impairment charge with respect to our recorded goodwill, intangible assets and real estate portfolio could have a material impact on our results of operations and shareholders' equity21% rewritten
Risks Relating to Regulatory and Legal Matters
- 20Significant changes to the ACA and the other government-sponsored healthcare programs in which we participate could materially and adversely affect our results of operations, financial condition, and cash flows67% rewritten
- 21Negative public perception of the managed care industry, including industry practices, could adversely affect our business, operating results, cash flows and prospects
- 22Our business activities are highly regulated and new laws or regulations or changes in existing laws or regulations or their enforcement or application could force us to change how we operate and could harm our reputation and business64% rewritten
- 23Additionally, the taxes and fees paid to federal, state, and local governments may increase due to several factors, including: enactment of, changes to or interpretations of tax laws and regulations, audits by government authorities, and geographic expansions into higher taxing jurisdictionsNew
- 24Our ability to provide services and support to manage our members' pharmacy benefits face regulatory risks and uncertainties which could materially and adversely affect our results of operations, financial condition and cash flows
- 25We have been and may from time to time become involved in costly and time-consuming litigation and other regulatory proceedings, which require significant attention from our management and could adversely affect our business25% rewritten
- 26If we fail to comply with the extensive federal and state fraud, waste and abuse laws, our business, reputation, results of operations, financial condition and cash flows could be materially and adversely affected
- 27We might be adversely impacted by tax legislation or challenges to our tax positions44% rewritten
Risks Relating to Conditions in the Financial Markets and Economy
- 28Our investment portfolio may suffer losses which could materially and adversely affect our results of operations or liquidity
- 29Adverse credit market conditions may have a material adverse effect on our liquidity or our ability to obtain credit on acceptable terms
- 30This may have the effect, among other things, of subjecting us to additional restrictive covenants and reducing our flexibility to respond to changing business and economic conditions and increasing borrowing costs26% rewritten
- 31Our business and results of operations may be materially adversely affected if we fail to manage and complete divestitures
- 32Previous or future acquisitions may not perform as expected and we may not realize the financial results expected from acquisitions or divestitures
- 33We may be unable to successfully integrate our existing business with acquired businesses and realize the anticipated benefits of such acquisitions
Other Centene 10-Ks
- FY2024 10-K risk factors34 risks
Centene faces extensive government regulation and contracting risks across Medicaid, Medicare, and Marketplace insurance programs.
Filed Feb 18, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.