ST. LOUIS, Oct. 25, 2016 /PRNewswire/ -- Centene Corporation (NYSE: CNC) today announced its financial results for the third quarter ended September 30, 2016. The following discussions, with the exception of cash flow information, are in the context of continuing operations.

For the third quarter of 2016, we reported diluted earnings per share (EPS) of $0.84 and adjusted diluted EPS (Adjusted diluted EPS) of $1.11 when excluding Health Net acquisition related expenses and amortization of acquired intangible assets. The third quarter of 2016 includes a $0.05 diluted EPS charge related to a revised reconciliation of the 2015 risk adjustment in Arizona. During the third quarter, we received information from the Centers for Medicare and Medicaid Services (CMS) that some of the participants in the Arizona risk adjustment program were unable to pay the amounts owed to the Federal government associated with the 2015 risk adjustment reconciliation. As a result, the uncollected risk adjustment was pro-rated to all insurers in the market. Accordingly, we recorded a charge of $0.05 per diluted share recognizing our portion of the risk adjustment that will not be collected, which reduces the $0.19 diluted EPS benefit recorded in the second quarter. A summary of diluted EPS is highlighted below:



    GAAP diluted EPS                                   $0.84

        Health Net acquisition related
         expenses                              0.12

        Amortization of acquired
         intangible assets                     0.15

          Adjusted diluted EPS                 1.11

        2015 risk adjustment charge            0.05

          Total                                        $1.16
                                                       =====

During the third quarter of 2016, we continued to make progress on resolving the issues associated with the Health Net premium deficiency reserve. Specifically, we took the following actions:


    --  We reduced our estimate of the costs associated with the substance abuse
        claims from $50 million to $35 million for the period from March 24,
        2016 through December 31, 2016. We continue to review substance abuse
        claim submissions and have lowered our estimate based on our experience
        through the third quarter. This adjustment had no impact on earnings.
    --  As previously disclosed, we finalized our 2017 product design and
        premium rate filing with the California Department of Insurance
        associated with the individual preferred provider organization (PPO) and
        exclusive provider organization products. We believe the final product
        design and rate adjustments will attract a balanced mix of membership to
        ensure the product is competitive. Additionally, we continue to identify
        medical management and network initiatives to further improve
        performance.
    --  We will exit the Arizona individual PPO business, effective January 1,
        2017, which represents approximately $32 million of the $70 million 2016
        Arizona individual premium deficiency reserve. Additionally, we will be
        the only carrier in Maricopa County and will continue our presence in
        Pima County for 2017. For 2017, based on our product designs and rate
        increases, we expect the Arizona Health Insurance Marketplace to operate
        within our normal marketplace margins.
    --  We have taken various rate and product design actions in the small group
        business and continue to expect our Medicare and Arizona Medicaid
        business to be profitable in 2017.

As a result of the above actions, we believe we have resolved the issues associated with the premium deficiency reserve for 2017.

In summary, the 2016 third quarter results were as follows:



    Total revenues (in millions)                       $10,846

    Health benefits ratio                     87.0%

    General & administrative expense
     ratio                                     9.2%

    General & administrative expense
     ratio, excluding Health Net
     acquisition related expenses              9.1%

    GAAP diluted EPS                                     $0.84

    Adjusted diluted EPS                                 $1.11

    Total cash flow provided by
     operations (in millions)                             $480
    ---------------------------                           ----

Michael F. Neidorff, Centene's Chairman and Chief Executive Officer, stated, "We remain focused on successfully integrating Health Net and positioning Centene to continue its track record of achieving profitable growth."

Third Quarter Highlights


    --  September 30, 2016 managed care membership of 11.4 million, an increase
        of 6.6 million members, or 137% compared to the third quarter of 2015.
    --  Total revenues for the third quarter of 2016 of $10.8 billion,
        representing 86% growth compared to the third quarter of 2015.
    --  Health benefits ratio of 87.0% for the third quarter of 2016, compared
        to 89.0% in the third quarter of 2015.
    --  General and administrative expense ratio of 9.2%, or 9.1% excluding
        Health Net acquisition related expenses for the third quarter of 2016,
        compared to 8.4% in the third quarter of 2015.
    --  Operating cash flow of $480 million for the third quarter of 2016, or
        3.3x net earnings.
    --  Diluted EPS for the third quarter of 2016 of $0.84, or $1.11 of Adjusted
        diluted EPS. Both third quarter amounts included a charge of $0.05
        associated with a revised reconciliation of the 2015 risk adjustment. In
        comparison, diluted EPS for the third quarter of 2015 was $0.75, or
        $0.87 Adjusted diluted EPS.

Other Events


    --  In October 2016, our subsidiary, Home State Health, was selected to
        provide managed care services to MO HealthNet Managed Care
        beneficiaries. Under the new contract, Home State Health expects to
        serve MO HealthNet Managed Care beneficiaries in all 114 counties in
        Missouri. The contract is expected to commence May 1, 2017, pending
        regulatory approval.
    --  In September 2016, the Alabama legislature approved the funding needed
        to create its regional care organization (RCO) structure. Our
        subsidiary, AHA Administrative Services, has contracted with five
        nonprofit RCOs in Alabama to provide management services. Operations are
        expected to commence July 1, 2017.
    --  In August 2016, our Pennsylvania subsidiary, Pennsylvania Health &
        Wellness, was selected by the department of Human Services and Aging to
        serve enrollees in the Community HealthChoices program statewide.
        Expected contract commencement dates vary by zone, starting July 2017,
        and will be fully implemented by January 2019, pending regulatory
        approval.

Accreditations & Awards


    --  In October 2016, our Kansas subsidiary, Sunflower Health Plan, received
        Accreditation with a Commendable status from the National Committee for
        Quality Assurance.
    --  In August 2016, our subsidiaries, Envolve, Inc. and Envolve PeopleCare
        received honors at this year's National Health Information Awards.
        Envolve, Inc. received the merit award for the pamphlet Brush with
        Wisdom, while Envolve PeopleCare's Raising Well campaign won gold in the
        Health Information Program category.

Membership

The following table sets forth the Company's membership by state for its managed care organizations:



                                       September 30,
                                       -------------

                                     2016            2015
                                     ----            ----

    Arizona                       601,500                   223,600

    Arkansas                       57,700                    40,900

    California                  3,004,500                   183,900

    Florida                       732,700                   486,500

    Georgia                       498,000                   406,700

    Illinois                      236,700                   211,300

    Indiana                       289,600                   276,700

    Kansas                        145,100                   137,500

    Louisiana                     455,600                   358,800

    Massachusetts                  45,300                    63,700

    Michigan                        2,100                     6,600

    Minnesota                       9,400                     9,400

    Mississippi                   313,900                   301,000

    Missouri                      104,700                    88,400

    New Hampshire                  78,400                    71,900

    New Mexico                      7,100                         -

    Ohio                          319,500                   308,100

    Oregon                        218,400                    99,800

    South Carolina                119,700                   104,800

    Tennessee                      21,600                    20,200

    Texas                       1,041,600                   976,500

    Vermont                         1,700                     1,500

    Washington                    240,500                   208,600

    Wisconsin                      75,100                    78,100
                                   ------                    ------

      Total at-risk membership  8,620,400                 4,664,500

    TRICARE eligibles           2,815,700                         -

    Non-risk membership                 -                  169,900
                                      ---                  -------

      Total                    11,436,100                 4,834,400
                               ==========                 =========

The following table sets forth our membership by line of business:



                                       September 30,
                                       -------------

                                     2016            2015
                                     ----            ----

    Medicaid:

      TANF, CHIP & Foster Care  5,583,900                 3,719,900

      ABD & LTC                   754,900                   473,700

      Behavioral Health           465,300                   216,700

    Commercial                  1,365,600                   155,600

    Medicare & Duals              300,900                    39,300

    Correctional                  149,800                    59,300
                                  -------                    ------

      Total at-risk membership  8,620,400                 4,664,500

    TRICARE eligibles           2,815,700                         -

    Non-risk membership                 -                  169,900
                                      ---                  -------

      Total                    11,436,100                 4,834,400
                               ==========                 =========

At September 30, 2016, the Company served 1,048,500 members in Medicaid expansion programs in ten states, compared to 442,600 members in eight states at September 30, 2015. At September 30, 2016, the Company served 369,300 dual-eligible members, compared to 200,900 at September 30, 2015. At September 30, 2016, the Company served 582,600 members in Health Insurance Marketplaces, compared to 155,600 at September 30, 2015.

Statement of Operations: Three Months Ended September 30, 2016


    --  For the third quarter of 2016, total revenues increased 86% to $10.8
        billion from $5.8 billion in the comparable period in 2015 and decreased
        sequentially from $10.9 billion in the second quarter of 2016. The
        increase over prior year was primarily as a result of the acquisition of
        Health Net, as well as the impact from expansions and new programs in
        many of our states in 2015 and 2016 and growth in the Health Insurance
        Marketplace business in 2016. The decrease in revenue over the second
        quarter of 2016 is primarily a result of lower commercial membership
        driven by Health Insurance Marketplace attrition and lower California
        Medicaid membership driven by the state's annual eligibility
        redetermination process, partially offset by increased revenue due to
        the commencement of Medicaid expansion in Louisiana.
    --  HBR of 87.0% for the third quarter of 2016 represents a decrease from
        89.0% in the comparable period in 2015 and an increase from 86.6% in the
        second quarter of 2016. The year over year HBR decrease is primarily
        attributable to the acquisition of Health Net, which operates at a lower
        HBR due to a greater mix of commercial business. The sequential increase
        is due to normal seasonality.
    --  G&A expense ratio of 9.2%, or 9.1% excluding Health Net acquisition
        related expenses, for the third quarter of 2016, compared to 8.4%, or
        8.1% excluding Health Net acquisition related expenses, in the third
        quarter of 2015. The increase in the G&A expense ratio is primarily
        attributable to the addition of the Health Net business, which operates
        at a higher G&A ratio due to a greater mix of commercial and Medicare
        business.
    --  Diluted EPS for the third quarter of 2016 of $0.84, or $1.11 of Adjusted
        diluted EPS, both including a $0.05 diluted EPS charge related to a
        revised reconciliation of the 2015 risk adjustment under the ACA in
        connection with our Health Insurance Marketplace business. In
        comparison, diluted EPS for the third quarter of 2015 was $0.75, or
        $0.87 Adjusted diluted EPS.

Balance Sheet and Cash Flow

At September 30, 2016, the Company had cash, investments and restricted deposits of $8.1 billion, including $268 million held by its unregulated entities. Medical claims liabilities totaled $3.8 billion. The Company's days in claims payable was 41. Total debt was $4.6 billion, which includes $300 million of borrowings on the $1.0 billion revolving credit facility at quarter-end. The debt to capitalization ratio was 44.1% at September 30, 2016, excluding the $65 million non-recourse mortgage note.

Cash flow provided by operations for the three months ended September 30, 2016, was $480 million. The cash provided by operating activities in 2016 primarily reflects net earnings and an increase in unearned revenue.

A reconciliation of the Company's change in days in claims payable from the immediately preceding quarter-end is presented below:





    Days in claims payable, June
     30, 2016                                         43

      Payment of annual provider
       risk share settlement                         (1)

      Timing of claims payments                      (1)
                                                     ---

    Days in claims payable,
     September 30, 2016                               41
                                                     ===

Outlook

The Company has adjusted its GAAP and Adjusted diluted EPS guidance ranges reflecting the charge associated with the 2015 Arizona risk adjustment reconciliation recorded in the third quarter. The table below depicts the Company's updated annual guidance for 2016.



                                         Full Year 2016
                                         --------------

                                   Low                  High
                                   ---                  ----

    Total revenues (in billions)             $39.4                  $40.0

    GAAP diluted EPS                         $2.73                  $2.83

    Adjusted diluted EPS (1)                 $4.28                  $4.38

    HBR                             87.0%                    87.5%

    G&A expense ratio                9.4%                     9.9%

    G&A expense ratio, excluding
     acquisition related costs (2)   9.0%                     9.5%

    Effective tax rate              54.5%                    56.5%

    Diluted shares outstanding (in
     millions)                      162.5                     163.5



    (1)Adjusted diluted EPS excludes
     Health Net acquisition related
     expenses of $1.00 to $1.05 per
     diluted share and amortization of
     acquired intangible assets of
     $0.50 to $0.55 per diluted share.


    (2)The G&A expense ratio excludes
     Health Net acquisition related
     expenses of approximately $225
     million to $240 million.

The guidance above implies a fourth quarter GAAP diluted EPS guidance range of $0.83 to $0.93 and Adjusted diluted EPS guidance range of $1.05 to $1.15.

Conference Call

As previously announced, the Company will host a conference call Tuesday, October 25, 2016, at 8:30 AM (Eastern Time) to review the financial results for the third quarter ended September 30, 2016, and to discuss its business outlook. Michael Neidorff and Jeffrey Schwaneke will host the conference call.

Investors and other interested parties are invited to listen to the conference call by dialing 1-877-883-0383 in the U.S. and Canada; +1-412-902-6506 from abroad, including the following Elite Entry Number: 2467001 to expedite caller registration; or via a live, audio webcast on the Company's website at www.centene.com, under the Investors section.

A webcast replay will be available for on-demand listening shortly after the completion of the call for the next twelve months or until 11:59 PM (Eastern Time) on Tuesday, October 24, 2017, at the aforementioned URL. In addition, a digital audio playback will be available until 9:00 AM Eastern Time on Tuesday, November 1, 2016, by dialing 1-877-344-7529 in the U.S. and Canada, or +1-412-317-0088 from abroad, and entering access code 10093224.

Non-GAAP Financial Presentation

The Company is providing certain non-GAAP financial measures in this release as the Company believes that these figures are helpful in allowing investors to more accurately assess the ongoing nature of the Company's operations and measure the Company's performance more consistently across periods. 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.

Specifically, the Company believes the presentation of non-GAAP financial information that excludes Health Net acquisition related expenses and amortization of acquired intangible assets allows investors to develop a more meaningful understanding of the Company's performance over time. The tables below provide a reconciliation of non-GAAP items ($ in millions, except per share data):




                             Three Months Ended                 Nine Months Ended

                               September 30,                      September 30,
                               -------------                      -------------

                            2016                2015             2016                 2015
                            ----                ----             ----                 ----


    GAAP general and
     administrative
     expenses                        $940                                $458                        $2,611       $1,291

    Health Net
     acquisition related
     expenses                 10                       18                             224                 20
                                                                                    ---                ---

    General and
     administrative
     expenses, excluding
     Health Net
     acquisition related
     expenses                        $930                                $440                        $2,387       $1,271
                                     ====                                ====                        ======       ======


    GAAP net earnings
     from continuing
     operations                      $146                                 $92                          $300         $244

    Health Net
     acquisition related
     expenses                 10                       18                             224                 20

    Amortization of
     acquired intangible
     assets                   43                        6                              95                 18

    Income tax effects
     of adjustments (1)      (5)                     (9)                          (106)              (14)

    Adjusted net
     earnings from
     continuing
     operations                      $194                                $107                          $513         $268
                                     ====                                ====                          ====         ====


                           Three Months Ended             Nine Months Ended                   Annual
                             September 30,                  September 30,                    Guidance
                                                                                           December 31,
                                                                                                             2016
                                                                                                             ----

                            2016                2015             2016                 2015
                            ----                ----             ----                 ----

    GAAP diluted EPS                $0.84                               $0.75                         $1.89        $1.99                 $2.73 - $2.83

    Health Net
     acquisition related
     expenses (2)           0.12                     0.09                            0.98               0.10               $1.00 - $1.05

    Amortization of
     acquired intangible
     assets (3)             0.15                     0.03                            0.36               0.09               $0.50 - $0.55
                                                                                   ----               ----               -------------

      Adjusted diluted EPS          $1.11                               $0.87                         $3.23        $2.18                 $4.28 - $4.38
                                    =====                               =====                         =====        =====                 =============



    (1)              The income tax effects of
                     adjustments are based on the
                     effective income tax rates
                     applicable to adjusted (non-GAAP)
                     results. The amounts are based on
                     the annual estimated effective
                     income tax rate that would
                     increase or decrease based on the
                     exclusion of these expenses.


    (2)              The Health Net acquisition related
                     expenses per diluted share
                     presented above are net of the
                     income tax benefit (expense) of
                     $(0.06) and $0.05 for the three
                     months ended September 30, 2016
                     and 2015, respectively, and $0.44
                     and $0.06 for the nine months
                     ended September 30, 2016 and 2015,
                     respectively; and estimated $0.37
                     to $0.41 for the year ended
                     December 31, 2016.


    (3)              The amortization of acquired
                     intangible assets per diluted
                     share presented above are net of
                     the income tax benefit of $0.09
                     and $0.02 for the three months
                     ended September 30, 2016 and 2015,
                     respectively, and $0.23 and $0.05
                     for the nine months ended
                     September 30, 2016 and 2015,
                     respectively; and estimated $0.31
                     to $0.35 for the year ended
                     December 31, 2016.

About Centene Corporation

Centene Corporation is a diversified, multi-national healthcare enterprise that provides a portfolio of services to government sponsored healthcare programs, focusing on under-insured and uninsured individuals. Many receive benefits provided under Medicaid, including the State Children's Health Insurance Program (CHIP), as well as Aged, Blind or Disabled (ABD), Foster Care and Long Term Care (LTC), in addition to other state-sponsored programs, Medicare (including the Medicare prescription drug benefit commonly known as "Part D"), dual eligible programs and programs with the U.S. Department of Defense and U.S. Department of Veterans Affairs. Centene also provides healthcare services to groups and individuals delivered through commercial health plans. Centene operates local health plans and offers a range of health insurance solutions. It also contracts with other healthcare and commercial organizations to provide specialty services including behavioral health management, care management software, correctional healthcare services, dental benefits management, in-home health services, life and health management, managed vision, pharmacy benefits management, specialty pharmacy and telehealth services.

Centene uses its investor relations website to publish important information about the Company, including information that may be deemed material to investors. Financial and other information about Centene is routinely posted and is accessible on Centene's investor relations website, http://www.centene.com/investors.

Forward-Looking Statements

The company and its representatives may from time to time make written and oral forward-looking statements within the meaning of the Private Securities Litigation Reform Act ("PSLRA") of 1995, including statements in this and other press releases, in presentations, filings with the Securities and Exchange Commission ("SEC"), reports to stockholders and in meetings with investors and analysts. In particular, the information provided in this press release may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Centene and certain plans and objectives of Centene with respect thereto, including but not limited to the expected benefits of the acquisition of Health Net, Inc.. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Without limiting the foregoing, forward-looking statements often use words such as "anticipate", "seek", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aim", "continue", "will", "may", "can", "would", "could" or "should" or other words of similar meaning or the negative thereof. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in PSLRA. A number of factors, variables or events could cause actual plans and results to differ materially from those expressed or implied in forward-looking statements. Such factors include, but are not limited to, Centene's ability to accurately predict and effectively manage health benefits and other operating expenses and reserves; competition; membership and revenue declines or unexpected trends; changes in healthcare practices, new technologies and advances in medicine; increased health care costs; inflation; foreign currency fluctuations; tax matters; availability of debt and equity financing, on terms that are favorable to Centene; disasters or major epidemics; changes in economic, political or market conditions; the outcome of legal or regulatory proceedings; 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; provider, state, federal and other contract changes and timing of regulatory approval of contracts; the expiration, suspension or termination of Centene's contracts with federal or state governments (including but not limited to Medicaid, Medicare, and TRICARE); challenges to Centene's contract awards; rate cuts or other payment reductions or delays by governmental payors and other risks and uncertainties affecting Centene's government businesses; Centene's ability to adequately price products on federally facilitated and state based Health Insurance Marketplaces; cyber-attacks or other privacy or data security incidents; the possibility that the expected synergies and value creation from acquired businesses, including, without limitation, the Health Net acquisition, will not be realized, or will not be realized within the expected time period, including, but not limited to, as a result of conditions, terms, obligations or restrictions imposed by regulators in connection with their approval of, or consent to, the acquisition; the exertion of management's time and Centene's resources, and other expenses incurred and business changes required in connection with complying with the undertakings in connection with certain regulatory approvals; disruption from the acquisition making it more difficult to maintain business and operational relationships; the risk that unexpected costs will be incurred in connection with, among other things, the acquisition and/or the integration; changes in expected closing dates, estimated purchase price and accretion for acquisitions; the risk that acquired businesses will not be integrated successfully; Centene's ability to maintain or achieve improvement in CMS Star ratings and other quality scores that impact revenue; and risks and uncertainties discussed in the reports that Centene has filed with the SEC. These forward-looking statements reflect Centene's current views with respect to future events and are based on numerous assumptions and assessments made by Centene in light of its experience and perception of historical trends, current conditions, business strategies, operating environments, future developments and other factors it believes 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. The factors described in the context of such forward-looking statements in this press release could cause Centene's plans with respect to the Health Net acquisition, actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is currently believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this press release are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as of the date of this press release. Centene does not assume any obligation to update the information contained in this press release (whether as a result of new information, future events or otherwise), except as required by applicable law. This list of important factors is not intended to be exhaustive. We discuss certain of these matters more fully, as well as certain other risk factors that may affect Centene's business operations, financial condition and results of operations, in Centene's filings with the SEC, including the annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

[Tables Follow]



                                             CENTENE CORPORATION AND SUBSIDIARIES

                                                 CONSOLIDATED BALANCE SHEETS

                                               (In millions, except share data)



                                                     September 30, 2016              December 31, 2015
                                                     ------------------              -----------------

                                                        (Unaudited)

    ASSETS

    Current assets:

    Cash and cash equivalents                                                 $2,982                          $1,760

    Premium and related receivables                               3,445                                 1,279

    Short term investments                                          406                                   176

    Other current assets                                            922                                   390
                                                                    ---                                   ---

    Total current assets                                          7,755                                 3,605

    Long term investments                                         4,568                                 1,927

    Restricted deposits                                             137                                   115

    Property, software and equipment, net                           725                                   518

    Goodwill                                                      4,730                                   842

    Intangible assets, net                                        1,566                                   155

    Other long term assets                                          153                                   177
                                                                    ---                                   ---

    Total assets                                                             $19,634                          $7,339
                                                                             =======                          ======


    LIABILITIES AND STOCKHOLDERS' EQUITY

    Current liabilities:

    Medical claims liability                                                  $3,767                          $2,298

    Accounts payable and accrued expenses                         3,187                                   976

    Return of premium payable                                       651                                   207

    Unearned revenue                                                573                                   143

    Current portion of long term debt                               845                                     5
                                                                    ---                                   ---

    Total current liabilities                                     9,023                                 3,629

    Long term debt                                                3,744                                 1,216

    Other long term liabilities                                     995                                   170
                                                                    ---                                   ---

    Total liabilities                                            13,762                                 5,015

    Commitments and contingencies

    Redeemable noncontrolling interests                             148                                   156

    Stockholders' equity:

    Preferred stock, $0.001 par value;
     authorized 10,000,000 shares; no shares
     issued or outstanding at September 30,
     2016 and December 31, 2015                                       -                                    -

    Common stock, $0.001 par value;
     authorized 400,000,000 shares;
     176,467,825 issued and 170,860,752
     outstanding at September 30, 2016, and
     126,855,477 issued and 120,342,981
     outstanding at December 31, 2015                                 -                                    -

    Additional paid-in capital                                    4,154                                   956

    Accumulated other comprehensive earnings
     (loss)                                                          46                                  (10)

    Retained earnings                                             1,655                                 1,358

    Treasury stock, at cost (5,607,073 and
     6,512,496 shares, respectively)                              (145)                                (147)
                                                                   ----                                  ----

    Total Centene stockholders' equity                            5,710                                 2,157

    Noncontrolling interest                                          14                                    11
                                                                    ---                                   ---

    Total stockholders' equity                                    5,724                                 2,168
                                                                  -----                                 -----

    Total liabilities and stockholders'
     equity                                                                  $19,634                          $7,339
                                                                             =======                          ======





                                                                                           CENTENE CORPORATION AND SUBSIDIARIES

                                                                                          CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                             (In millions, except share data)

                                                                                                       (Unaudited)



                                                                      Three Months Ended                                 Nine Months Ended
                                                                         September 30,                                     September 30,
                                                                         -------------                                     -------------

                                                                      2016                     2015                       2016                    2015
                                                                      ----                     ----                       ----                    ----

    Revenues:

      Premium                                                                 $9,625                                             $4,983                $25,299  $13,974

      Service                                                          590                                  480                                 1,603     1,434
                                                                       ---                                  ---                                 -----     -----

      Premium and service revenues                                  10,215                                5,463                                26,902    15,408

      Premium tax and health insurer fee                               631                                  358                                 1,794     1,050
                                                                       ---                                  ---                                 -----     -----

        Total revenues                                              10,846                                5,821                                28,696    16,458
                                                                    ------                                -----                                ------    ------

    Expenses:

      Medical costs                                                  8,376                                4,433                                22,072    12,475

      Cost of services                                                 504                                  413                                 1,386     1,234

      General and administrative expenses                              940                                  458                                 2,611     1,291

      Amortization of acquired intangible
       assets                                                           43                                    6                                    95        18

      Premium tax expense                                              512                                  274                                 1,460       794

      Health insurer fee expense                                       129                                   54                                   333       161
                                                                       ---                                  ---                                   ---       ---

      Total operating expenses                                      10,504                                5,638                                27,957    15,973
                                                                    ------                                -----                                ------    ------

      Earnings from operations                                         342                                  183                                   739       485

    Other income (expense):

      Investment and other income                                       33                                    8                                    80        27

      Interest expense                                                (57)                                (11)                                (142)     (32)
                                                                       ---                                  ---                                  ----       ---

      Earnings from continuing operations,
       before income tax expense                                       318                                  180                                   677       480

      Income tax expense                                               171                                   87                                   376       234
                                                                       ---                                  ---                                   ---       ---

      Earnings from continuing operations, net
       of income tax expense                                           147                                   93                                   301       246

    Discontinued operations, net of income
     tax benefit                                                       (1)                                   1                                   (3)        -


      Net earnings                                                     146                                   94                                   298       246

    (Earnings) attributable to
     noncontrolling interests                                          (1)                                 (1)                                  (1)      (2)
                                                                       ---                                  ---                                   ---       ---

      Net earnings attributable to Centene
       Corporation                                                              $145                                                $93                   $297     $244
                                                                                ====                                                ===                   ====     ====


    Amounts attributable to Centene Corporation common shareholders:

      Earnings from continuing operations, net
       of income tax expense                                                    $146                                                $92                   $300     $244

      Discontinued operations, net of income
       tax benefit                                                     (1)                                   1                                   (3)        -

        Net earnings                                                            $145                                                $93                   $297     $244
                                                                                ====                                                ===                   ====     ====


    Net earnings (loss) per common share attributable to Centene Corporation:

      Basic:

        Continuing operations                                                  $0.85                                              $0.77                  $1.93    $2.05

        Discontinued operations                                          -                                0.01                                (0.02)        -

        Basic earnings per common share                                        $0.85                                              $0.78                  $1.91    $2.05
                                                                               =====                                              =====                  =====    =====


      Diluted:

        Continuing operations                                                  $0.84                                              $0.75                  $1.89    $1.99

        Discontinued operations                                     (0.01)                                0.01                                (0.02)        -

        Diluted earnings per common share                                      $0.83                                              $0.76                  $1.87    $1.99
                                                                               =====                                              =====                  =====    =====


    Weighted average number of common shares outstanding:

      Basic                                                    170,774,587              119,121,524                155,680,769             118,970,853

      Diluted                                                  174,312,416              123,131,810                158,960,068             122,904,476




                                           CENTENE CORPORATION AND SUBSIDIARIES

                                          CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                      (In millions)

                                                       (Unaudited)



                                                       Nine Months Ended September 30,
                                                       -------------------------------

                                                             2016                   2015
                                                             ----                   ----

    Cash flows from operating
     activities:

    Net earnings                                                       $298                         $246

    Adjustments to reconcile net earnings to net cash provided by operating activities

    Depreciation and
     amortization                                             189                              82

    Stock
     compensation
     expense                                                  112                              48

    Deferred income
     taxes                                                   (17)                           (14)

    Gain on
     contingent
     consideration                                            (2)                           (37)

    Goodwill and
     intangible
     adjustment                                                 -                             28

    Changes in assets and
     liabilities

    Premium and
     related
     receivables                                            (906)                          (360)

    Other current
     assets                                                  (81)                          (103)

    Medical claims
     liabilities                                               15                             394

    Unearned revenue                                          301                           (104)

    Accounts payable
     and accrued
     expenses                                                  99                             209

    Other long term
     liabilities                                              156                             101

    Other operating
     activities, net                                           91                            (33)
                                                              ---                             ---

    Net cash
     provided by
     operating
     activities                                               255                             457
                                                              ---                             ---

    Cash flows from investing
     activities:

    Capital
     expenditures                                           (211)                          (101)

    Purchases of
     investments                                          (1,528)                        (1,077)

    Sales and
     maturities of
     investments                                              955                             418

    Investments in
     acquisitions,
     net of cash
     acquired                                               (848)                           (16)

    Other investing
     activities, net                                            -                              7
                                                              ---                            ---

    Net cash used in
     investing
     activities                                           (1,632)                          (769)
                                                           ------                            ----

    Cash flows from financing
     activities:

    Proceeds from
     borrowings                                             6,956                           1,305

    Payment of long
     term debt                                            (4,257)                          (910)

    Common stock
     repurchases                                             (29)                            (9)

    Purchase of
     noncontrolling
     interest                                                (14)                              -

    Debt issue costs                                         (59)                            (4)

    Other financing
     activities, net                                            1                            (15)

    Net cash
     provided by
     financing
     activities                                             2,598                             367
                                                            -----                             ---

    Effect of
     exchange rate
     changes on cash
     and cash
     equivalents                                                1                               -
                                                              ---                             ---

    Net increase in
     cash and cash
     equivalents                                            1,222                              55
                                                            -----                             ---

    Cash and cash
     equivalents,
     beginning of
     period                                                 1,760                           1,610
                                                            -----                           -----

    Cash and cash
     equivalents,
     end of period                                                   $2,982                       $1,665
                                                                     ======                       ======

    Supplemental disclosures of cash
     flow information:

    Interest paid                                                      $113                          $28

    Income taxes
     paid                                                              $394                         $229

    Equity issued in
     connection with
     acquisitions                                                    $3,105                          $12


                                                                 CENTENE CORPORATION

                                                SUPPLEMENTAL FINANCIAL DATA FROM CONTINUING OPERATIONS



                                         Q3             Q2                      Q1                    Q4        Q3

                                           2016          2016                     2016                     2015    2015
                                           ----          ----                     ----                     ----    ----

    MANAGED CARE MEMBERSHIP BY STATE

    Arizona                             601,500                     597,700                            607,000            440,900   223,600

    Arkansas                             57,700                      52,800                             50,700             41,900    40,900

    California                        3,004,500                   3,097,600                          3,125,400            186,000   183,900

    Florida                             732,700                     726,200                            660,800            510,400   486,500

    Georgia                             498,000                     493,300                            495,500            408,600   406,700

    Illinois                            236,700                     234,700                            239,100            207,500   211,300

    Indiana                             289,600                     291,000                            290,300            282,100   276,700

    Kansas                              145,100                     144,800                            141,100            141,000   137,500

    Louisiana                           455,600                     375,300                            381,200            381,900   358,800

    Massachusetts                        45,300                      47,100                             52,400             61,500    63,700

    Michigan                              2,100                       2,200                              2,600              4,800     6,600

    Minnesota                             9,400                       9,500                              9,500              9,600     9,400

    Mississippi                         313,900                     323,800                            328,300            302,200   301,000

    Missouri                            104,700                     102,900                            100,000             95,100    88,400

    New Hampshire                        78,400                      79,700                             81,500             71,400    71,900

    New Mexico                            7,100                       7,100                                  -                 -        -

    Ohio                                319,500                     319,000                            314,000            302,700   308,100

    Oregon                              218,400                     221,500                            209,000             98,700    99,800

    South Carolina                      119,700                     113,700                            107,700            104,000   104,800

    Tennessee                            21,600                      20,800                             20,100             20,000    20,200

    Texas                             1,041,600                   1,037,000                          1,036,700            983,100   976,500

    Vermont                               1,700                       1,600                              1,500              1,700     1,500

    Washington                          240,500                     239,700                            226,500            209,400   208,600

    Wisconsin                            75,100                      76,100                             78,400             77,100    78,100
                                         ------                      ------                             ------             ------    ------

    Total at-risk membership          8,620,400                   8,615,100                          8,559,300          4,941,600 4,664,500

    TRICARE eligibles                 2,815,700                   2,815,700                          2,819,700                  -        -

    Non-risk membership                       -                          -                           161,400            166,300   169,900
                                            ---

    Total                            11,436,100                  11,430,800                         11,540,400          5,107,900 4,834,400
                                     ==========                  ==========                         ==========          ========= =========



    Medicaid:

      TANF, CHIP & Foster Care        5,583,900                   5,541,200                          5,464,200          3,763,400 3,719,900

      ABD & LTC                         754,900                     757,500                            757,600            478,600   473,700

      Behavioral Health                 465,300                     455,800                            456,500            456,800   216,700

    Commercial                        1,365,600                   1,423,400                          1,518,900            146,100   155,600

    Medicare & Duals                    300,900                     300,700                            303,100             37,400    39,300

    Correctional                        149,800                     136,500                             59,000             59,300    59,300
                                        -------                     -------                             ------             ------    ------

      Total at-risk membership        8,620,400                   8,615,100                          8,559,300          4,941,600 4,664,500

    TRICARE eligibles                 2,815,700                   2,815,700                          2,819,700                  -        -

    Non-risk membership                       -                          -                           161,400            166,300   169,900
                                            ---

      Total                          11,436,100                  11,430,800                         11,540,400          5,107,900 4,834,400
                                     ==========                  ==========                         ==========          ========= =========


    NUMBER OF EMPLOYEES                  29,400                      28,900                             28,000             18,200    17,100




                                                        Q3                    Q2                     Q1                    Q4                     Q3

                                                         2016                    2016                   2016                    2015                   2015
                                                         ----                    ----                   ----                    ----                   ----


    DAYS IN CLAIMS PAYABLE (a)                             41                                43                                  66                               44                                 45

    (a) Days in claims payable is a calculation of medical claims liabilities at the end of the period divided by average claims expense per calendar day for such period. On a pro-forma basis, DCP for Q1 2016 was 42, reflecting adjusted medical costs to
     include a full quarter of Health Net operations.


    CASH, INVESTMENTS AND RESTRICTED DEPOSITS (in millions)

      Regulated                                                  $7,825                                        $7,324                                        $7,682                                       $3,900                                        $3,834

      Unregulated                                         268                               196                                 139                               78                                 91
                                                          ---                               ---                                 ---                              ---                                ---

        Total                                                    $8,093                                        $7,520                                        $7,821                                       $3,978                                        $3,925
                                                                 ======                                        ======                                        ======                                       ======                                        ======


    DEBT TO CAPITALIZATION                              44.5%                            44.8%                              44.6%                           36.0%                             38.4%

    DEBT TO CAPITALIZATION
     EXCLUDING NON-RECOURSE DEBT
     (b)                                                44.1%                            44.4%                              44.3%                           34.7%                             37.1%

    (b) The non-recourse debt represents the Company's mortgage note payable ($65 million at September 30, 2016).

    Debt to capitalization is calculated as follows: total debt divided by (total debt + total equity).


    OPERATING RATIOS


                     Three Months Ended        Nine Months Ended
                        September 30,            September 30,
                        -------------            -------------

                      2016              2015                 2016     2015
                      ----              ----                 ----     ----

    Health
     benefits
     ratio           87.0%                   89.0%                87.2%    89.3%

    General &
     administrative
     expense
     ratio            9.2%                    8.4%                 9.7%     8.4%

    General &
     administrative
     expense
     ratio,
     excluding
     Health Net
     acquisition
     related
     expenses         9.1%                    8.1%                 8.9%     8.2%


    MEDICAL CLAIMS LIABILITY


    The changes in medical claims liability are summarized as follows (in millions):


    Balance, September 30, 2015                                                             $2,144

      Acquisitions                                                                    1,453

      Incurred related to:

       Current period                                                                27,094

       Prior period                                                                   (255)
                                                                                       ----

         Total incurred                                                              26,839

       Paid related to:

         Current period                                                              24,807

         Prior period                                                                 1,862
                                                                                      -----

          Total paid                                                                 26,669
                                                                                     ------

    Balance, September 30, 2016                                                             $3,767
                                                                                            ======

Centene's claims reserving process utilizes a consistent actuarial methodology to estimate Centene's ultimate liability. Any reduction in the "Incurred related to: Prior period" amount may be offset as Centene actuarially determines "Incurred related to: Current period." As such, only in the absence of a consistent reserving methodology would favorable development of prior period claims liability estimates reduce medical costs. Centene believes it has consistently applied its claims reserving methodology in each of the periods presented. Additionally, as a result of minimum HBR and other return of premium programs, approximately $22 million of the "Incurred related to: Prior period" was recorded as a reduction to premium revenues.

The amount of the "Incurred related to: Prior period" above represents favorable development and includes the effects of reserving under moderately adverse conditions, new markets where we use a conservative approach in setting reserves during the initial periods of operations, receipts from other third party payors related to coordination of benefits and lower medical utilization and cost trends for dates of service September 30, 2015, and prior.

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SOURCE Centene Corporation