Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 8, 2018
CENTENE CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Delaware | | 001-31826 | | 42-1406317 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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7700 Forsyth Blvd. St. Louis, Missouri | | 63105 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (314) 725-4477
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
(a) On January 8, 2018 at 8:00 a.m. Pacific time, the Company will present at the J.P. Morgan Annual Healthcare conference.
During its presentation, the Company will confirm its 2017 guidance, excluding the expected benefit of tax reform, that was previously announced on December 14, 2017 and discussed at its Investor Day in New York. A copy of that guidance can be found on the Company’s investor relations website here: https://www.centene.com/content/dam/corporate/investors/pdfs/2017-December-ID-Deck-Final-121517.pdf. No other information on the Company’s website is incorporated into this report.
Such guidance constitutes forward-looking statements for the purposes of the Safe Harbor provision under the Private Securities Litigation Reform Act of 1995. We wish to caution you that such statements are just predictions and actual events or results may differ materially. We refer you to the annual report on Form 10-K and the quarterly report on Form 10-Q that the Company filed with the SEC on February 21, 2017 and October 24, 2017, respectively. These documents contain and identify important factors that could cause actual results to differ materially from those contained in our projections or forward-looking statements.
The Company undertakes no obligation to update its earnings guidance, other than as part of its quarterly or yearly earnings disclosure, and that silence on guidance by the Company or Company officials should not be interpreted that guidance has or has not changed.
The information contained in this Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. Nor shall such information or exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.
ITEM 7.01. REGULATION FD DISCLOSURE
The disclosure set forth in Item 2.02 is incorporated into this Item 7.01.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | CENTENE CORPORATION |
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Date: | January 8, 2018 | By: | | /s/ Jeffrey A. Schwaneke |
| | | | Jeffrey A. Schwaneke Executive Vice President & Chief Financial Officer |