Prepared By R.R. Donnelley Financial -- Form 8-K

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): 08/25/2006

Centene Corporation

(Exact name of registrant as specified in its charter)

Commission File Number: 000-33395

Delaware		42-1406317
(State or other jurisdiction of		(IRS Employer
incorporation)		Identification No.)

7711 Carondelet Avenue, Suite 800, St. Louis, MO 63105

(Address of principal executive offices, including zip code)

314-725-4477

(Registrant’s telephone number, including area code)

(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:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Information to be included in the report

Item 1.02. Termination of a Material Definitive Agreement

On August 25, 2006 FirstGuard Health Plan Kansas, Inc. (FirstGuard Kansas), a wholly owned subsidiary, received notification from the Kansas Health Policy Authority that the contract scheduled to terminate December 31, 2006 will not be renewed. We believe we were responsive to the state's request for proposal (RFP) and intend to file an appeal to the State's decision within the required 14-day notice period.

FirstGuard Kansas accounted for $183 million of Centene's 2005 revenue. For the first 6 months of 2006, FirstGuard Kansas contributed $111 million to revenue and had 117,100 members as of June 30, 2006.

Item 2.02. Results of Operations and Financial Condition

On August 25, 2006 and August 28, 2006, we issued press releases concerning the notification from the State of Kansas discussed under Item 1.02 and providing financial information for our FirstGuard Kansas health plan. The full text of the press releases are included as Exhibits 99.1 and 99.2 to this report. Exhibit 99.2 is incorporated herein by reference. The information contained in the website cited in the press releases is not a part of this report.

The information in Exhibits 99.1 and 99.2 attached hereto 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 9.01. Financial Statements and Exhibits

The following exhibits relating to Item 2.02 shall be deemed to be furnished and not filed:

99.1 Press release of Centene Corporation issued August 25, 2006.

99.2 Press release of Centene Corporation issued August 28, 2006.

Signature(s)

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.

		Centene Corporation


Date: August 31, 2006	By:	/s/ Michael F. Neidorff
		Michael F. Neidorff
		Chairman and Chief Executive Officer

Exhibit Index

Exhibit No.		Description
EX-99.1		Press release of Centene Corporation issued August 25, 2006.
EX-99.2		Press release of Centene Corporation issued August 28, 2006.

EX-99.1 2 rrd128661_15803.htm PRESS RELEASE OF CENTENE CORPORATION ISSUED AUGUST 25, 2006.

Contact:

Lisa M. Wilson

Senior Vice President, Investor Relations

(212) 759-3929

Robert J. Schenk

Vice President, Corporate Marketing and Communications

(314) 725-4477

FOR IMMEDIATE RELEASE
CENTENE NOTIFIED BY STATE OF KANSAS REGARDING

SELECTION OF NEW MEDICAID PROVIDERS

ST. LOUIS, MISSOURI (August 25, 2006) -- Centene Corporation (NYSE: CNC) today announced that FirstGuard Health Plan Kansas, Inc., its wholly owned subsidiary, has received notification from the Kansas Health Policy Authority that its contract will end December 31, 2006.

Michael F. Neidorff, Chairman and Chief Executive Officer of Centene, stated, "We are deeply disappointed by this decision given our long-standing involvement and tenure in the State of Kansas. We are currently reviewing the notification received from the state and are evaluating all options available to us under the appeal process. We will provide more details as they become available."

FirstGuard accounted for $240 million of Centene's 2005 revenue. For the first 6 months of 2006, FirstGuard contributed $111 million to revenue and had 117,100 members.

About Centene Corporation

Centene Corporation provides multi-line managed care programs and related services to individuals receiving benefits under Medicaid, including Supplemental Security Income (SSI), and the State Children's Health Insurance Program (SCHIP). The Company operates health plans in Georgia, Indiana, Kansas, Missouri, New Jersey, Ohio, Texas and Wisconsin. In addition, the Company contracts with other healthcare organizations to provide specialty services, including behavioral health, disease management, nurse triage, pharmacy benefit management and treatment compliance. Information regarding Centene is available via the Internet at www.centene.com.

EX-99.2 3 rrd128661_15805.htm PRESS RELEASE OF CENTENE CORPORATION ISSUED AUGUST 28, 2006.

Contact:

Lisa M. Wilson

Senior Vice President, Investor Relations

(212) 759-3929

Robert J. Schenk

Vice President, Corporate Marketing and Communications

(314) 725-4477

FOR IMMEDIATE RELEASE
CENTENE PROVIDES ADDITIONAL INFORMATION AND FINANCIAL CLARIFICATION TO STATE OF KANSAS NOTIFICATION

ST. LOUIS, MISSOURI (August 28, 2006) -- Centene Corporation (NYSE: CNC) today clarified financial information provided in its press release dated August 25^th, 2006. In that press release, the Company indicated that FirstGuard, which includes both its Kansas and Missouri plans, accounted for $240 million of Centene's 2005 revenue. The 2005 revenue contributed by FirstGuard Health Plan Kansas, Inc. (FG-Kansas) alone was $183 million. For the first 6 months of 2006, FG-Kansas contributed $111 million to revenue and had 117,100 members. In 2005, FG-Kansas operated at an approximate 7% pre-tax margin. For the first 6 months of 2006, FG-Kansas reported a 3.5% pre-tax margin and the Company is estimating a 5-6% pre-tax margin for the full year 2006, including the effect of the Kansas rate increase of 4.9% effective July 1, 2006.

Centene believes that it was responsive to the state's request for proposal (RFP) and currently intends to file an appeal to the state's decision within the required 14-day notice period. The Company further indicated that it is currently reviewing the criteria required by the State of Kansas for their RFP and working to determine which factor or factors may have affected its bid.

Furthermore, as a result of these events, Centene will conduct a test for recoverability of the assets of FG-Kansas including goodwill and intangible assets and expects that, absent a successful appeal, a material non-cash impairment charge will be recorded to its 2006 consolidated statement of earnings for the year ended December 31, 2006. As of June 30, 2006 FirstGuard, which includes the Kansas and Missouri FirstGuard entities, had goodwill and net intangible assets of approximately $91 million.

Michael F. Neidorff, Chairman and Chief Executive Officer, stated, "We are currently evaluating the total situation and will provide additional details as they become available. As always, we will endeavor to give as much transparency as possible."

About Centene Corporation

About FirstGuard Health Plan Kansas, Inc.

FirstGuard Health Plan Kansas, Inc. has had a contract with the State of Kansas since 1999. Throughout this time the organization has demonstrated a strong commitment to improving the health outcomes for members, partnership with providers and operational excellence. Examples include the Community Health Record pilot project, passage and implementation of the hospital assessment with increased provider reimbursement and quality improvement projects specific to asthma, low birthweight babies and childhood obesity.

-----END PRIVACY-ENHANCED MESSAGE-----