ST. LOUIS, July 25, 2017 /PRNewswire/ -- Centene Corporation (NYSE: CNC) announced today its financial results for the second quarter ended June 30, 2017, reporting diluted earnings per share (EPS) of $1.44, and Adjusted Diluted EPS of $1.59. The second quarter of 2017 includes a $0.17 per diluted share net benefit related to the reconciliation of the 2016 risk adjustment under the Affordable Care Act (ACA) in connection with our Health Insurance Marketplace business. In addition, strong 2017 Marketplace performance exceeded our expectations in the second quarter by $0.12 diluted earnings per share.

In summary, the 2017 second quarter results were as follows:



    Total revenues (in millions)                  $11,954

    Health benefits ratio                86.3%

    SG&A expense ratio                    9.3%

    GAAP diluted EPS                                $1.44

    Adjusted Diluted EPS (1)                        $1.59

    Total cash flow used in
     operations (in millions)                      $(306)
    -------------------------                       -----


        (1) A full reconciliation of
       Adjusted Diluted EPS is shown
      on page seven of this release.

Michael F. Neidorff, Centene's Chairman and Chief Executive Officer, stated, "We are pleased with the strong second quarter performance across our product lines. The Marketplace business continues to be particularly strong, confirming our business as usual approach."

The following discussions, with the exception of cash flow information, are in the context of continuing operations.

Second Quarter Highlights


    --  June 30, 2017 managed care membership of 12.2 million, an increase of
        788,300 members, or 7% compared to the second quarter of 2016.
    --  Total revenues for the second quarter of 2017 of $12.0 billion,
        representing 10% growth, compared to the second quarter of 2016.
    --  Health benefits ratio (HBR) of 86.3% for the second quarter of 2017,
        compared to 86.6% in the second quarter of 2016.
    --  Selling, general and administrative (SG&A) expense ratio of 9.3% for the
        second quarter of 2017, compared to 9.2% for the second quarter of 2016.
    --  Adjusted SG&A expense ratio of 9.3% for the second quarter of 2017,
        compared to 9.0% for the second quarter of 2016.
    --  Operating cash flow of $(306) million for the second quarter of 2017 and
        $942 million for the six months ended June 30, 2017.
    --  Diluted EPS for the second quarter of 2017 of $1.44, compared to $0.98
        for the second quarter of 2016.
    --  Adjusted Diluted EPS for the second quarter of 2017 of $1.59, compared
        to $1.29 for the second quarter of 2016.

Other Events


    --  In July 2017, we announced our partnership with Schnuck Markets, Inc.
        and Betty Jean Kerr People's Health Centers to launch a full-service
        health center located within the Schnucks supermarket in Ferguson,
        Missouri. Scheduled to open in November 2017, the People's Healthcare
        Services Clinic by Home State Health represents our continued investment
        in the city of Ferguson. Once the facility is fully operational, it will
        be able to provide services to over 8,000 people annually.
    --  In July 2017, our Georgia subsidiary, Peach State Health Plan, began
        operating under a statewide managed care contract to continue serving
        members enrolled in the Georgia Families managed care program, including
        PeachCare for Kids and Planning for Healthy Babies. Through the new
        contract, Peach State Health Plan is one of four managed care
        organizations providing medical, behavioral, dental and vision health
        benefits for its members.
    --  In July 2017, our Nevada subsidiary, SilverSummit Healthplan, began
        serving Medicaid recipients enrolled in Nevada's Medicaid managed care
        program.
    --  In July 2017, our specialty solutions subsidiary, Envolve, Inc., began
        providing health plan management services for Medicaid operations in
        Maryland.
    --  In June 2017, our Mississippi subsidiary, Magnolia Health, was selected
        by the Mississippi Division of Medicaid to continue serving Medicaid
        recipients enrolled in the Mississippi Coordinated Access Network
        (MississippiCAN). Pending regulatory approval, the new three-year
        agreement, which also includes the option of two one-year extensions, is
        expected to commence midyear 2018.
    --  In June 2017, we announced that we are expanding our offerings in the
        2018 Health Insurance Marketplace. We are planning to enter Kansas,
        Missouri and Nevada in 2018, and expanding our footprint in six existing
        markets: Florida, Georgia, Indiana, Ohio, Texas, and Washington.
    --  In June 2017, Centurion began operating under an expanded contract to
        provide correctional healthcare services for the Florida Department of
        Corrections in South Florida.
    --  In May 2017, our Washington subsidiary, Coordinated Care of Washington,
        was selected by the Washington State Health Care Authority to provide
        managed care services to Apple Health's Fully Integrated Managed Care
        (FIMC) beneficiaries in the North Central Region. The contract is
        expected to commence January 1, 2018.
    --  In May 2017, our Missouri subsidiary, Home State Health, began providing
        managed care services to MO HealthNet Managed Care beneficiaries under
        an expanded statewide contract.

Accreditations & Awards


    --  In July 2017, FORTUNE magazine announced Centene's position of #244 in
        its annual ranking of the largest companies globally by revenue. Centene
        jumped 226 spots from #470, making us the fastest growing company on the
        list.
    --  In June 2017, FORTUNE magazine announced Centene's position of #66 in
        its annual ranking of America's largest companies by revenue. Centene
        jumped 58 spots from #124.
    --  In May 2017, at Decision Health's Eighth Annual Case in Point Platinum
        Awards, Centene and three of its subsidiaries (Home State Health,
        Centurion, and Envolve, Inc.) were honored for four of our innovative
        member programs.
    --  In April 2017, our subsidiary, Health Net Federal Services, LLC, was
        awarded the International Organization for Standardization (ISO)
        9001:2015 certification, an internationally recognized standard for
        quality management systems.

Membership

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



                                        June 30,

                                   2017          2016
                                   ----          ----

    Arizona                     669,500                  597,700

    Arkansas                     91,900                   52,800

    California                2,925,800                3,097,600

    Florida                     871,100                  726,200

    Georgia                     540,400                  493,300

    Illinois                    254,600                  234,700

    Indiana                     340,000                  291,000

    Kansas                      130,000                  144,800

    Louisiana                   484,600                  375,300

    Massachusetts                54,100                   47,100

    Michigan                      2,300                    2,200

    Minnesota                     9,500                    9,500

    Mississippi                 343,600                  323,800

    Missouri                    278,300                  102,900

    Nebraska                     78,800                        -

    New Hampshire                77,100                   79,700

    New Mexico                    7,100                    7,100

    Ohio                        332,700                  319,000

    Oregon                      213,600                  221,500

    South Carolina              121,000                  113,700

    Tennessee                    22,200                   20,800

    Texas                     1,226,800                1,037,000

    Vermont                       1,600                    1,600

    Washington                  248,500                  239,700

    Wisconsin                    70,800                   76,100
                                 ------                   ------

    Total at-risk membership  9,395,900                8,615,100

    TRICARE eligibles         2,823,200                2,815,700

    Total                    12,219,100               11,430,800
                             ==========               ==========

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



                                        June 30,

                                   2017          2016
                                   ----          ----

    Medicaid:

    TANF, CHIP & Foster Care  5,854,400                5,541,200

    ABD & LTC                   843,500                  757,500

    Behavioral Health           466,500                  455,800

    Commercial                1,743,600                1,391,500

    Medicare & Duals (1)        327,500                  332,600

    Correctional                160,400                  136,500
                                -------                  -------

    Total at-risk membership  9,395,900                8,615,100

    TRICARE eligibles         2,823,200                2,815,700

    Total                    12,219,100               11,430,800
                             ==========               ==========



    (1) Membership includes Medicare
     Advantage, Medicare Supplement,
     Special Needs Plans, and
     Medicare-Medicaid Plans.

The following table sets forth additional membership statistics, which are included in the membership information above:



                                           June 30,

                                      2017          2016
                                      ----          ----

    Dual-eligible                  467,500                 436,100

    Health Insurance Marketplace 1,084,600                 617,700

    Medicaid Expansion           1,101,900               1,004,200

Statement of Operations: Three Months Ended June 30, 2017


    --  For the second quarter of 2017, total revenues increased 10% to $12.0
        billion from $10.9 billion in the comparable period in 2016. The
        increase over prior year was primarily a result of growth in the Health
        Insurance Marketplace business in 2017 and expansions and new programs
        in many of our states in 2016 and 2017, partially offset by lower
        membership in the commercial business in California as a result of
        margin improvement actions taken last year, the moratorium of the Health
        Insurer Fee in 2017, and lower specialty pharmacy revenues.
        Sequentially, total revenues increased 2% over the first quarter of 2017
        mainly due to favorable risk adjustments in our Health Insurance
        Marketplace business recorded in the second quarter of 2017, as well as
        the commencement of our new contract in Missouri.
    --  HBR of 86.3% for the second quarter of 2017 represents a decrease from
        86.6% in the comparable period in 2016 and a decrease from 87.6% in the
        first quarter of 2017. The year over year decrease is primarily
        attributable to growth in the Health Insurance Marketplace business,
        which operates at a lower HBR. The sequential HBR decrease is primarily
        attributable to favorable risk adjustments in our Health Insurance
        Marketplace business recorded in the second quarter of 2017 and normal
        seasonality.
    --  The SG&A expense ratio was 9.3% for the second quarter of 2017, compared
        to 9.2% for the second quarter of 2016 and 9.8% for the first quarter of
        2017. The increase in the SG&A expense ratio is primarily attributable
        to higher variable compensation expenses based on the performance of the
        business in 2017 and increased business expansion costs, partially
        offset by higher Health Net acquisition related expenses in 2016.
    --  The Adjusted SG&A expense ratio was 9.3% for the second quarter of 2017,
        compared to 9.0% for the second quarter of 2016. The increase in the
        Adjusted SG&A expense ratio is primarily attributable to higher variable
        compensation expenses based on the performance of the business in 2017
        and increased business expansion costs. Sequentially, the Adjusted SG&A
        expense ratio is consistent with the first quarter of 2017.

Balance Sheet and Cash Flow

At June 30, 2017, the Company had cash, investments and restricted deposits of $10.0 billion, including $291 million held by unregulated entities. Medical claims liabilities totaled $4.2 billion. The Company's days in claims payable was 40. Total debt was $4.7 billion, which includes $150 million of borrowings on the $1 billion revolving credit facility at quarter-end. The debt to capitalization ratio was 42.1% at June 30, 2017, excluding the $63 million non-recourse mortgage note.

Cash flow used in operations for the three months ended June 30, 2017 was $(306) million. Cash flow from operating activities was negatively affected during the quarter due to an increase in premium and related receivables of approximately $750 million as a result of the timing of June capitation payments from several of our states. This was partially offset by an increase in other long-term liabilities driven by the recognition of risk adjustment payable for Health Insurance Marketplace in 2017.

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,
     March 31, 2017                            41

    Timing of claims payments                 (1)

    Days in claims payable, June
     30, 2017                                  40
                                              ===

Outlook

The table below depicts the Company's updated annual guidance for 2017. We have adjusted our guidance to reflect the following items:


    --  The strong performance for the second quarter;
    --  An increase in our business expansion cost range to $0.42 - $0.47 per
        diluted share reflecting the shortening of the open enrollment period
        for the Health Insurance Marketplace and additional investments in
        growth initiatives in Medicare and Marketplace for 2018; and
    --  An increase in our margin expectations for the Marketplace business for
        2017.


                                          Full Year 2017

                                    Low                  High
                                    ---                  ----

    Total revenues (in billions)              $46.4                  $47.2

    GAAP diluted EPS                          $3.96                  $4.29

    Adjusted Diluted EPS (1)                  $4.70                  $5.06

    HBR                              87.0%                    87.4%

    SG&A expense ratio                9.4%                     9.8%

    Adjusted SG&A expense ratio (2)   9.3%                     9.7%

    Effective tax rate               39.0%                    41.0%

    Diluted shares outstanding (in
     millions)                       176.3                     177.3



    (1)              Adjusted Diluted EPS excludes
                     amortization of acquired
                     intangible assets of $0.55 to
                     $0.57 per diluted share,
                     Health Net acquisition related
                     expenses of $0.02 to $0.03 per
                     diluted share, and Penn Treaty
                     assessment expense of $0.17
                     per diluted share.

    (2)              Adjusted SG&A expense ratio
                     excludes Health Net
                     acquisition related expenses
                     of $5 million to $8 million
                     and the Penn Treaty assessment
                     expense of $47 million.

Conference Call

As previously announced, the Company will host a conference call Tuesday, July 25, 2017, at approximately 8:30 AM (Eastern Time) to review the financial results for the second quarter ended June 30, 2017, 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: 7772527 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, July 24, 2018, at the aforementioned URL. In addition, a digital audio playback will be available until 9:00 AM (Eastern Time) on Tuesday, August 1, 2017, by dialing 1-877-344-7529 in the U.S. and Canada, or +1-412-317-0088 from abroad, and entering access code 10110042.

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 amortization of acquired intangible assets, Health Net acquisition related expenses, as well as other items, allows investors to develop a more meaningful understanding of the Company's performance over time. The tables below provide reconciliations of non-GAAP items ($ in millions, except per share data):



                         Three Months Ended             Six Months Ended
                              June 30,                      June 30,

                        2017                2016        2017                 2016
                        ----                ----        ----                 ----

    GAAP net earnings
     from continuing
     operations                  $254                           $171                  $393  $156

    Amortization of
     acquired
     intangible assets    39                         43                       79         52

    Health Net
     acquisition
     related expenses      1                         25                        6        214

    Penn Treaty
     assessment
     expense (1)           -                         -                      47          -

    Income tax effects
     of adjustments
     (2)               (14)                      (14)                    (48)     (101)

      Adjusted net
       earnings from
       continuing
       operations                $280                           $225                  $477  $321
                                 ====                           ====                  ====  ====



    (1)              Additional expense of $47
                     million for the Company's
                     estimated share of guaranty
                     association assessment
                     resulting from the liquidation
                     of Penn Treaty.


    (2)              The income tax effects of
                     adjustments are based on the
                     effective income tax rates
                     applicable to adjusted (non-
                     GAAP) results.


                        Three Months Ended           Six Months Ended            Annual
                             June 30,                    June 30,               Guidance

                                                                              December 31,
                                                                                           2017
                                                                                           ----

                        2017               2016       2017               2016
                        ----               ----       ----               ----

    GAAP diluted
     earnings per
     share (EPS)                $1.44                        $0.98              $2.23               $1.02               $3.96 - $4.29

    Amortization of
     acquired
     intangible assets
     (1)               0.14                     0.15                   0.28      0.20                     $0.55 - $0.57

    Health Net
     acquisition
     related expenses
     (2)               0.01                     0.16                   0.03      0.89                     $0.02 - $0.03

    Penn Treaty
     assessment
     expense (3)           -                       -                  0.17         -            $0.17
                         ---                     ---                  ----       ---            -----

    Adjusted Diluted
     EPS from
     continuing
     operations                 $1.59                        $1.29              $2.71               $2.11               $4.70 - $5.06
                                =====                        =====              =====               =====               =============



    (1)              The amortization of acquired
                     intangible assets per diluted
                     share presented above are net
                     of an income tax benefit of
                     $0.08 and $0.10 for the three
                     months ended June 30, 2017 and
                     2016, respectively, and $0.17
                     and $0.14 for the six months
                     ended June 30, 2017 and 2016,
                     respectively; and estimated
                     $0.31 to $0.35 for the year
                     ended December 31, 2017.


    (2)              The Health Net acquisition
                     related expenses per diluted
                     share presented above are net
                     of an income tax benefit
                     (expense) of $0.00 and $(0.02)
                     for the three months ended June
                     30, 2017 and 2016,
                     respectively, and $0.01 and
                     $0.52 for the six months ended
                     June 30, 2017 and 2016,
                     respectively; and estimated
                     $0.01 to $0.02 for the year
                     ended December 31, 2017.


    (3)              The Penn Treaty assessment
                     expense per diluted share is
                     net of an income tax benefit of
                     $0.09 for the six months ended
                     June 30, 2017 and estimated for
                     the year ended December 31,
                     2017.


                  Three Months Ended              Six Months Ended
                       June 30,                       June 30,

                 2017                2016      2017               2016
                 ----                ----      ----               ----

     GAAP
     SG&A
     expenses            $1,065                       $949             $2,156  $1,671

     Health
     Net
     acquisition
     related
     expenses       1                       25                      6      214

     Penn
     Treaty
     assessment
     expense        -                       -                    47        -
                  ---                     ---                   ---      ---

     Adjusted
     SG&A
     expenses            $1,064                       $924             $2,103  $1,457
                         ======                       ====             ======  ======

About Centene Corporation

Centene Corporation, a Fortune 100 company, is a diversified, multi-national healthcare enterprise that provides a portfolio of services to government sponsored and commercial 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; changes in economic, political or market conditions; changes in federal or state laws or regulations, including changes with respect to government health care programs as well as changes with respect to the Patient Protection and Affordable Care Act and the Health Care and Education Affordability Reconciliation Act and any regulations enacted thereunder that may result from changing political conditions; 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; tax matters; disasters or major epidemics; the outcome of legal and regulatory proceedings; 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; 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 the Centers for Medicare and Medicaid Services (CMS) Star ratings and other quality scores that impact revenue; availability of debt and equity financing, on terms that are favorable to Centene; inflation; foreign currency fluctuations; 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 shares in thousands and per share data in dollars)


                                                                June 30, 2017              December 31, 2016
                                                                -------------              -----------------

                                                                (Unaudited)

    ASSETS

    Current assets:

    Cash and cash equivalents                                                     $4,425                           $3,930

    Premium and related receivables                                     3,901                               3,098

    Short-term investments                                                586                                 505

    Other current assets                                                  736                                 832
                                                                          ---                                 ---

    Total current assets                                                9,648                               8,365

    Long-term investments                                               4,816                               4,545

    Restricted deposits                                                   137                                 138

    Property, software and equipment, net                                 912                                 797

    Goodwill                                                            4,712                               4,712

    Intangible assets, net                                              1,466                               1,545

    Other long-term assets                                                149                                  95
                                                                          ---                                 ---

    Total assets                                                                 $21,840                          $20,197
                                                                                 =======                          =======


    LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND
     STOCKHOLDERS' EQUITY

    Current liabilities:

    Medical claims liability                                                      $4,170                           $3,929

    Accounts payable and accrued expenses                               4,238                               4,377

    Unearned revenue                                                      554                                 313

    Current portion of long-term debt                                       4                                   4
                                                                          ---                                 ---

    Total current liabilities                                           8,966                               8,623

    Long-term debt                                                      4,716                               4,651

    Other long-term liabilities                                         1,630                                 869
                                                                        -----                                 ---

    Total liabilities                                                  15,312                              14,143

    Commitments and contingencies

    Redeemable noncontrolling interests                                   136                                 145

    Stockholders' equity:

    Preferred stock, $0.001 par value;
     authorized 10,000 shares; no shares
     issued or outstanding at June 30, 2017
     and December 31, 2016                                                  -                                  -

    Common stock, $0.001 par value;
     authorized 400,000 shares; 178,900
     issued and 172,467 outstanding at June
     30, 2017, and 178,134 issued and 171,919
     outstanding at December 31, 2016                                       -                                  -

    Additional paid-in capital                                          4,258                               4,190

    Accumulated other comprehensive earnings
     (loss)                                                                 1                                (36)

    Retained earnings                                                   2,313                               1,920

    Treasury stock, at cost (6,433 and 6,215
     shares, respectively)                                              (194)                              (179)
                                                                         ----                                ----

       Total Centene stockholders' equity                               6,378                               5,895

    Noncontrolling interest                                                14                                  14
                                                                          ---                                 ---

    Total stockholders' equity                                          6,392                               5,909
                                                                        -----                               -----

    Total liabilities, redeemable
     noncontrolling interests and
     stockholders' equity                                                        $21,840                          $20,197
                                                                                 =======                          =======



                                                                                     CENTENE CORPORATION AND SUBSIDIARIES
                                                                                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                                (In millions, except per share data in dollars)
                                                                                                  (Unaudited)


                                                             Three Months Ended                                   Six Months Ended
                                                                  June 30,                                            June 30,


                                                           2017                   2016                      2017                   2016
                                                           ----                   ----                      ----                   ----

    Revenues:

    Premium                                                        $10,905                                         $9,688                $21,543  $15,674

    Service                                                 536                                588                               1,063      1,013
                                                            ---                                ---                               -----      -----

    Premium and service revenues                         11,441                             10,276                              22,606     16,687

    Premium tax and health insurer
     fee                                                    513                                621                               1,072      1,163
                                                            ---                                ---                               -----      -----

    Total revenues                                       11,954                             10,897                              23,678     17,850
                                                         ------                             ------                              ------     ------

    Expenses:

    Medical costs                                         9,413                              8,385                              18,735     13,696

    Cost of services                                        456                                515                                 897        882

    Selling, general and
     administrative expenses                              1,065                                949                               2,156      1,671

    Amortization of acquired
     intangible assets                                       39                                 43                                  79         52

    Premium tax expense                                     543                                498                               1,133        948

    Health insurer fee expense                                -                               130                                   -       204
                                                            ---                               ---                                 ---       ---

    Total operating expenses                             11,516                             10,520                              23,000     17,453
                                                         ------                             ------                              ------     ------

    Earnings from operations                                438                                377                                 678        397

    Other income (expense):

    Investment and other income                              45                                 32                                  86         47

    Interest expense                                       (62)                              (52)                              (124)      (85)
                                                            ---                                ---                                ----        ---

    Earnings from continuing
     operations, before income tax
     expense                                                421                                357                                 640        359

    Income tax expense                                      169                                187                                 256        203
                                                            ---                                ---                                 ---        ---

    Earnings from continuing
     operations, net of income tax
     expense                                                252                                170                                 384        156

    Discontinued operations, net
     of income tax (benefit)                                  -                               (1)                                  -       (2)
                                                            ---                               ---                                 ---       ---

    Net earnings                                            252                                169                                 384        154

    Loss attributable to
     noncontrolling interests                                 2                                  1                                   9          -
                                                            ---                                ---                                 ---        ---

    Net earnings attributable to
     Centene Corporation                                              $254                                           $170                   $393     $154
                                                                      ====                                           ====                   ====     ====


    Amounts attributable to Centene Corporation common shareholders:

    Earnings from continuing
     operations, net of income tax
     expense                                                          $254                                           $171                   $393     $156

    Discontinued operations, net
     of income tax (benefit)                                  -                               (1)                                  -       (2)

      Net earnings                                                    $254                                           $170                   $393     $154
                                                                      ====                                           ====                   ====     ====


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

    Basic:

      Continuing operations                                          $1.47                                          $1.00                  $2.28    $1.05

      Discontinued operations                                 -                                 -                                  -    (0.01)

      Basic earnings per common
       share                                                         $1.47                                          $1.00                  $2.28    $1.04
                                                                     =====                                          =====                  =====    =====


    Diluted:

      Continuing operations                                          $1.44                                          $0.98                  $2.23    $1.02

      Discontinued operations                                 -                            (0.01)                                  -    (0.01)

      Diluted earnings per common
       share                                                         $1.44                                          $0.97                  $2.23    $1.01
                                                                     =====                                          =====                  =====    =====



                                           CENTENE CORPORATION AND SUBSIDIARIES
                                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                      (In millions)
                                                       (Unaudited)


                                                           Six Months Ended June 30,

                                                             2017                   2016
                                                             ----                   ----

    Cash flows from operating activities:

    Net earnings                                                       $384                             $154

    Adjustments to reconcile net earnings to net cash provided by (used in) operating activities

    Depreciation and amortization                             173                                111

    Stock compensation expense                                 62                                 83

    Deferred income taxes                                    (58)                              (13)

    Changes in assets and liabilities

    Premium and related receivables                         (696)                           (1,121)

    Other assets                                               65                               (36)

    Medical claims liabilities                                243                                188

    Unearned revenue                                          241                               (50)

    Accounts payable and accrued
     expenses                                               (257)                               (8)

    Other long-term liabilities                               781                                463

    Other operating activities, net                             4                                  6
                                                              ---                                ---

    Net cash provided by (used in)
     operating activities                                     942                              (223)
                                                              ---                               ----

    Cash flows from investing activities:

    Capital expenditures                                    (181)                              (94)

    Purchases of investments                              (1,294)                             (956)

    Sales and maturities of
     investments                                              990                                593

    Investments in acquisitions, net
     of cash acquired                                           -                             (862)

    Other investing activities, net                           (1)                                 -
                                                              ---                                ---

    Net cash used in investing
     activities                                             (486)                           (1,319)
                                                             ----                             ------

    Cash flows from financing activities:

    Proceeds from long-term debt                              810                              5,711

    Payments of long-term debt                              (762)                           (3,124)

    Common stock repurchases                                 (15)                              (27)

    Debt issuance costs                                         -                              (59)

    Other financing activities, net                             6                                (9)

    Net cash provided by financing
     activities                                                39                              2,492
                                                              ---                              -----

    Net increase in cash and cash
     equivalents                                              495                                950
                                                              ---                                ---

    Cash and cash equivalents,
     beginning of period                                    3,930                              1,760
                                                            -----                              -----

    Cash and cash equivalents, end
     of period                                                       $4,425                           $2,710
                                                                     ======                           ======

    Supplemental disclosures of cash flow
     information:

    Interest paid                                                       $99                              $36

    Income taxes paid                                                  $205                             $222

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



                                                                                        CENTENE CORPORATION
                                                                      SUPPLEMENTAL FINANCIAL DATA FROM CONTINUING OPERATIONS


                                                            Q2                    Q1                      Q4                   Q3        Q2

                                                              2017                 2017                     2016                    2016    2016
                                                              ----                 ----                     ----                    ----    ----

    MANAGED CARE MEMBERSHIP BY STATE

    Arizona                                                669,500                            684,300                           598,300             601,500    597,700

    Arkansas                                                91,900                             98,100                            58,600              57,700     52,800

    California                                           2,925,800                          2,980,100                         2,973,500           3,004,500  3,097,600

    Florida                                                871,100                            872,000                           716,100             732,700    726,200

    Georgia                                                540,400                            568,300                           488,000             498,000    493,300

    Illinois                                               254,600                            253,800                           237,700             236,700    234,700

    Indiana                                                340,000                            335,800                           285,800             289,600    291,000

    Kansas                                                 130,000                            133,100                           139,700             145,100    144,800

    Louisiana                                              484,600                            484,100                           472,800             455,600    375,300

    Massachusetts                                           54,100                             44,200                            48,300              45,300     47,100

    Michigan                                                 2,300                              2,100                             2,000               2,100      2,200

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

    Mississippi                                            343,600                            349,500                           310,200             313,900    323,800

    Missouri                                               278,300                            106,100                           105,700             104,700    102,900

    Nebraska                                                78,800                             79,200                                 -                  -         -

    New Hampshire                                           77,100                             77,800                            77,400              78,400     79,700

    New Mexico                                               7,100                              7,100                             7,100               7,100      7,100

    Ohio                                                   332,700                            328,900                           316,000             319,500    319,000

    Oregon                                                 213,600                            211,900                           217,800             218,400    221,500

    South Carolina                                         121,000                            121,900                           122,500             119,700    113,700

    Tennessee                                               22,200                             21,900                            21,700              21,600     20,800

    Texas                                                1,226,800                          1,243,900                         1,072,400           1,041,600  1,037,000

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

    Washington                                             248,500                            254,400                           238,400             240,500    239,700

    Wisconsin                                               70,800                             71,700                            73,800              75,100     76,100
                                                            ------                             ------                            ------              ------     ------

    Total at-risk membership                             9,395,900                          9,341,300                         8,594,800           8,620,400  8,615,100

    TRICARE eligibles                                    2,823,200                          2,804,100                         2,847,000           2,815,700  2,815,700

    Total                                               12,219,100                         12,145,400                        11,441,800          11,436,100 11,430,800
                                                        ==========                         ==========                        ==========          ========== ==========



    Medicaid:

      TANF, CHIP & Foster Care                           5,854,400                          5,714,100                         5,630,000           5,583,900  5,541,200

      ABD & LTC                                            843,500                            825,600                           785,400             754,900    757,500

      Behavioral Health                                    466,500                            466,900                           466,600             465,300    455,800

    Commercial                                           1,743,600                          1,864,700                         1,239,100           1,333,000  1,391,500

    Medicare & Duals (1)                                   327,500                            328,100                           334,300             333,500    332,600

    Correctional                                           160,400                            141,900                           139,400             149,800    136,500
                                                           -------                            -------                           -------             -------    -------

      Total at-risk membership                           9,395,900                          9,341,300                         8,594,800           8,620,400  8,615,100

    TRICARE eligibles                                    2,823,200                          2,804,100                         2,847,000           2,815,700  2,815,700

      Total                                             12,219,100                         12,145,400                        11,441,800          11,436,100 11,430,800
                                                        ==========                         ==========                        ==========          ========== ==========


    (1) Membership includes Medicare Advantage, Medicare Supplement, Special Needs Plans, and Medicare-Medicaid Plans.


    NUMBER OF EMPLOYEES                                     31,500                             30,900                            30,500              29,400     28,900


                                                        Q2                    Q1                     Q4                     Q3                     Q2

                                                         2017                    2017                   2016                     2016                   2016
                                                         ----                    ----                   ----                     ----                   ----


    DAYS IN CLAIMS PAYABLE (a)                             40                                41                                   42                               41             43

    (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.


    CASH, INVESTMENTS AND RESTRICTED DEPOSITS (in millions)

    Regulated                                                    $9,673                                        $10,034                                        $8,854                 $7,825 $7,324

    Unregulated                                           291                               306                                  264                              268            196
                                                          ---                               ---                                  ---                              ---            ---

      Total                                                      $9,964                                        $10,340                                        $9,118                 $8,093 $7,520
                                                                 ======                                        =======                                        ======                 ====== ======


    DEBT TO CAPITALIZATION                              42.5%                            43.3%                               44.1%                           44.5%         44.8%

    DEBT TO CAPITALIZATION
     EXCLUDING NON-RECOURSE DEBT
     (b)                                                42.1%                            43.0%                               43.7%                           44.1%         44.4%

    (b) The non-recourse debt represents the Company's mortgage note payable ($63 million at June 30, 2017).

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

OPERATING RATIOS



              Three Months Ended June 30,        Six Months Ended June 30,

                 2017                     2016                    2017         2016
                 ----                     ----                    ----         ----

    HBR         86.3%                          86.6%                       87.0%    87.4%

     SG&A
     expense
     ratio       9.3%                           9.2%                        9.5%    10.0%

     Adjusted
     SG&A
     expense
     ratio       9.3%                           9.0%                        9.3%     8.7%

MEDICAL CLAIMS LIABILITY

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



    Balance, June 30, 2016                                        $3,950

    Incurred related to:

      Current period                                    36,106

      Prior period                                       (431)
                                                          ----

    Total incurred                                      35,675
                                                        ------

    Paid related to:

      Current period                                    32,109

      Prior period                                       3,356

    Total paid                                          35,465
                                                        ------

    Balance, June 30, 2017, net                          4,160

    Plus: Reinsurance recoverable                           10
                                                           ---

    Balance, June 30, 2017                                        $4,170
                                                                  ======

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. Additionally, approximately $9 million was recorded as a reduction to premium revenues resulting from development within "Incurred related to: Prior period" due to minimum HBR and other return of premium programs.

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 June 30, 2016, and prior.

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SOURCE Centene Corporation