Class Action Lawsuit

Case: 1:22-cv-04126 Document #: 1 Filed: 08/05/22 Page 1 of 78 PageID #:1
IN THE UNITED STATES DISTRICT COURT FOR THE

NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
MATTHEW HAVRILLA, CYNTHIA

DAWSON, ALDEN HENRIKSEN, MELODY
DESCHEPPER, CHRISTOPHER TILTON, and
MARK HACKETT, individually and on
behalf of all others similarly situated,
Plaintiffs,
v.
CENTENE CORPORATION; CENTENE

MANAGEMENT COMPANY LLC; and
CELTIC INSURANCE COMPANY,
Defendants.
CLASS ACTION COMPLAINT

Table of Contents
Page
I. Introduction ............................................................................................................. 1
II. Parties ...................................................................................................................... 9
A. Plaintiffs........................................................................................................... 9
1. Matthew Havrilla ...................................................................................... 9
2. Cynthia Dawson .......................................................................................11
3. Alden Henriksen .......................................................................................14
4. Melody DeSchepper .................................................................................15
5. Christopher Tilton ....................................................................................15
6. Mark Hackett ...........................................................................................17
B. Defendants ......................................................................................................19
III. Jurisdiction and Venue ........................................................................................... 19
IV. Factual Allegations ................................................................................................ 20
A. Defendants are members of a RICO enterprise that defrauds primarily
low-income consumers, in part by taking advantage of enterprise
members’ status as Medicaid managed-care organizations. ...............................20
B. Ambetter plans don’t comply with the ACA’s requirements. .............................28
C. Ambetter plan documents misrepresent the benefits that members will
receive. ...........................................................................................................30
D. Defendants have been defrauding consumers since 2013. ..................................32
E. Defendants engaged in racketeering by violating the criminal federal mail-
and wire-fraud statutes millions of times incident to their scheme to
defraud. ..........................................................................................................37
F. The Ambetter Enterprise’s scheme to defraud could not have been
executed without Defendant Centene Corp. and its subsidiaries using their
separate legal incorporation to facilitate racketeering activity. ...........................38
G. Centene Corp. and Centene Management obtain their subsidiaries by
acquiring companies that previously offered legitimate health insurance
services and then use the subsidiaries to further the Ambetter Enterprise. ..........42
H. The Ambetter Enterprise defrauded not only consumers, but also the
federal government..........................................................................................44
–i–
V. Class Action Allegations......................................................................................... 45

VI. Claims for Relief .................................................................................................... 49
Claim 1: Violations of the Racketeer Influenced and Corrupt Organizations
Act, 18 U.S.C. § 1962(c) ..................................................................................49
Claim 2: Unjust Enrichment ....................................................................................53
Claim 3: Violations of the Arizona Consumer Fraud Act, Ariz. Rev. Stat.
§§ 44-1521 through 44-1534 ..............................................................................54
Claim 4: Violations of the California Unfair Competition Law, Cal. Bus. &
Prof. Code §§ 17200 through 17594 ..................................................................55
Claim 5: Violations of the Illinois Consumer Fraud and Deceptive Business
Practices Act, 815 ILCS 505/1 through 505/12 ................................................57
Claim 6: Violations of the Kentucky Consumer Protection Act, Ky. Rev. Stat.
Ann. §§ 367.110 through 367.990.....................................................................58
Claim 7: Violations of the Nebraska Consumer Protection Act, Neb. Rev. Stat.
§§ 59-1601 through 59-1623 .............................................................................60
Claim 8: Violations of the Nevada Trade Regulation and Practices Act, Nev.
Rev. Stat. §§ 41.600, 589.0903 through 598.0999 ..............................................61
Claim 9: Violations of the New Jersey Consumer Fraud Act, N.J. Stat. Ann.
§§ 56:8-1 through 56:8-91.................................................................................62
Claim 10: Violations of New Mexico Unfair Practices Act, N.M. Stat.
§§ 57-12-1 through 57-12-22 .............................................................................64
Claim 11: Violations of the New Mexico Unfair Insurance Practices Act, N.M.
Stat. §§ 59A-16-1 through 59A-16-30................................................................66
Claim 12: Violations of the North Carolina Unfair and Deceptive Practices
Statute, N.C. Gen. Stat. §§ 75-1.1 through 75-35 ..............................................68
Claim 13: Violations of the Pennsylvania Unfair Trade Practices and Consumer
Protection Law, 73 Pa. Stat. §§ 201-1 through 201-9.3 ......................................69
Claim 14: Violations of the Washington Consumer Protection Act, Wash. Rev.
Code §§ 19.86.010 through 19.86.920...............................................................70
VII. Prayer For Relief .................................................................................................... 72
VIII. Jury Demand ......................................................................................................... 73
– ii –
Plaintiffs Matthew Havrilla, Cynthia Dawson, Alden Henriksen, Melody
DeSchepper, Christopher Tilton, and Mark Hackett bring this action against Defendants
Centene Corporation, Centene Management Company LLC, and Celtic Insurance
Company, individually and on behalf of all others similarly situated, and allege the following
based on personal knowledge, the investigation of counsel, and information and belief.
I. INTRODUCTION
1. This case is about a multi-billion-dollar scheme to defraud consumers who
purchase health-insurance plans sold by subsidiaries of Centene Corporation (“Centene
Corp.”), which, collectively, is the largest provider of health-insurance plans sold on the
online exchanges established by the Affordable Care Act (“ACA”). The scheme—conceived
by Defendants Centene Corp. and Centene Management Company LLC (“Centene
Management”), and executed by those Defendants in conjunction with Defendant Celtic
Insurance Company (“Celtic”) and other Centene Corp. subsidiaries—is massive in scope.
Defendants and numerous subsidiaries of Centene Corp. have since 2013 operated as an
unlawful enterprise under the Racketeer Influenced and Corrupt Organizations Act
(“RICO”), selling fraudulent health-insurance policies under the brand name “Ambetter” to
millions of consumers across 26 states. The millions of consumers—most of them
low-income—who have purchased the Ambetter plans sold by Defendants and other
members of the RICO enterprise have been overcharged by hundreds of millions of dollars a
year because the plans don’t deliver the benefits that are represented to consumers and fail to
satisfy the minimum requirements imposed by the ACA and other federal and state laws and
regulations. This class action seeks to recover the overcharges incurred by Plaintiffs and the
millions of other similarly situated consumers who paid premiums for Ambetter plans, and
to enjoin Defendants from further unlawful conduct.
–1–
2. Centene Corp. is a giant in the health-insurance industry. The company’s total
revenue in 2021 was $126 billion, and it reported $850 million in profits for the first quarter
of 2022. As of July 2022, the company’s market cap is $52.43 billion.
3. Through its numerous subsidiaries—including Defendants Centene
Management and Celtic—the company is the largest provider of Medicaid managed-care
health plans in the United States, with its subsidiaries managing Medicaid coverage for more
than 15 million persons nationally.
4. Centene Corp. also is the largest provider of health-insurance plans sold on the
exchanges established by the Affordable Care Act. The company’s many subsidiaries sell
ACA plans under the brand name Ambetter.
5. Ambetter plans are currently sold on exchanges in 26 states. Over 2 million
persons currently pay for Ambetter brand plans.1
6. Approximately 90% of the Ambetter plans sold through the exchanges are
Silver plans.2 Of the four “metal levels” of health plans offered on the exchanges, “Silver
plans fall about in the middle: [the consumer] pay[s] moderate monthly premiums and
moderate costs when [they] need care.”3
7. Significantly, Silver plans are the only ACA plans that qualify for cost-sharing
reductions. In other words, for persons on a Silver plan who qualify for cost-sharing based on
1
Robert King, Centene to expand ACA exchange footprint by nearly 400 counties in 2021,
FIERCE HEALTHCARE (Sept. 11, 2020), https://www.fiercehealthcare.com/payer/centene-
to-expand-aca-exchange-footprint-by-nearly-400-counties-2021.
Centene Corp at Credit Suisse Healthcare Conference – Final, FD (FAIR DISCLOSURE)
2
WIRE (Nov. 14, 2018) (statement of Edmund E. Kroll, SVP of Finance & IR for Centene
Corporation) (LEXISNEXIS).
3
Silver Health Plan, HEALTHCARE.GOV (last visited July 26, 2022),
https://www.healthcare.gov/glossary/silver-health-plan/.
–2–
income, the federal government pays for part of the monthly premiums and the insured
person has lower deductibles, lower co-payments or co-insurance, and lower out-of-pocket
maximums.4
8. For Plaintiffs, the government subsidy for the Ambetter plans they purchased
ranges from 60% to 95%.
9. Defendants’ unlawful conduct is therefore injuring not only consumers but the
government and taxpayers, and Defendants are well aware of this fact. As Ed Kroll,
Centene’s Senior VP of Finance & IR, said in 2019: “90% of our almost 2 million lives are
getting [government] subsidies.”5
10. Centene Corp.’s website for Ambetter plans tells consumers that Ambetter
“offers affordable Health Insurance Marketplace plans,”6 provides “the benefits, tools, and
coverage you need to take charge of your health,”7 and “partner[s] with local providers,
ensuring Ambetter members have access to the care they need.”8
11. In reality, the sale of Ambetter plans is an ever-expanding scheme to defraud
primarily low-income consumers who purchase the plans on the ACA exchanges.9
4
See id.; Cost-sharing reductions, HEALTHCARE.GOV (last visited July 26, 2022),
https://www.healthcare.gov/lower-costs/save-on-out-of-pocket-costs/.
Centene Corp at Wells Fargo Healthcare Conference – Final, FD (FAIR DISCLOSURE)
5
WIRE (Sept. 4, 2019) (emphasis added) (LEXISNEXIS).

6
What is Ambetter?, AMBETTER (last visited July 26, 2022),
https://www.ambetterhealth.com/health-plans/what-is-ambetter.html.
7
Id.
8
About Us, AMBETTER (last visited July 26, 2022), https://www.ambetterhealth.com/
about-us.html.
9
See, e.g., Centene Corp at Wells Fargo Healthcare Conference, supra note 5 (“[W]e’ve
targeted the same people in all of these states, in all of these markets. They’re basically
working poor people, lower-income, subsidized people. So 90% of our almost 2 million lives
are getting subsidies.” (statement by Ed Kroll, Centene Corp.’s Senior Vice President of
Finance & IR)) .
–3–
12. Among other things, the provider networks for Ambetter plans that are
presented to plan members and potential members are simply false and are often just copies
of physician directories from other sources. Accordingly, plan members have difficulty
finding an in-network provider and sometimes cannot find any provider who accepts
Ambetter insurance. The harms caused by this practice include (among other things) time
spent searching for an in-network physician, delays in treatment, inability to get treatment,
traveling to see an in-network provider who is hundreds of miles away, and paying
out-of-pocket for out-of-network providers because no in-network provider is available.
13. In addition, Ambetter plans routinely refuse to pay for medical services and
medications that the plan purportedly covers. Indeed, Centene Corp. and its subsidiaries
have been sued numerous times by medical providers challenging this unlawful practice.10
That Ambetter plans routinely fail to pay for covered services is well known by medical
providers and leads to many providers refusing to accept Ambetter insurance, which further
reduces the number of in-network providers.
14. When an Ambetter plan refuses to pay for covered medical services or
prescriptions, the plan member may be stuck with a bill for the medical service and will
certainly have to pay for the prescription out-of-pocket. In some cases, the medical bill is sent
to collections and the plan member is stuck between disputing the bill for years and paying
for medical care that the Ambetter plan purportedly covered.
10
See, e.g., Orthopaedic Care Specialists, P.L. v. Celtic Ins. Co., No. 9:20cv82358 (S.D. Fla.
Dec. 18, 2020); Reyna v. Celtic Ins. Co., No. 1:19cv23914 (S.D. Fla. Sept. 19, 2019); Piney
Woods ER III LLC v. Centene Corp., No. 2:19-cv-00261 (E.D. Tex. Aug. 2, 2019); Boca Raton
Hosp., Inc. v. Celtic Ins. Co., 9:19cv80650 (S.D. Fla. May 15, 2019); S. Baptist Hosp. of Fla., Inc.
v. Celtic Ins. Co., No. 3:17cv1214 (Oct. 30, 2017); Mem’l Health Servs. v. Centene Corp.,
No. 21STCV28207 (Cal. Super. Ct., Los Angeles Cty. July 30, 2021); Suncoast Surgical
Assocs., P.A. v. Celtic Ins. Co., No. 21-CA-004919 (Fla. Cir. Ct. June 15, 2021).
–4–
15. The bottom line is that the consumers who purchase Ambetter plans are being
fraudulently overcharged by hundreds of millions of dollars a year because the plans don’t
deliver what they promise and fail to satisfy minimum requirements imposed by the ACA
and state laws.
16. The scope of the fraudulent scheme perpetrated by Defendants Centene Corp.,
Centene Management, and Celtic—and at least 26 other Centene Corp. subsidiaries—is
staggering, involving millions upon millions of instances of mail fraud (18 U.S.C. § 1341)
and wire fraud (18 U.S.C. § 1343).
17. For the purpose of carrying out the fraudulent scheme, Defendants and
numerous Centene Corp. subsidiaries have used or caused the use of the United States Mails,
private and commercial interstate carriers, and interstate wire communications, and they did
so millions of times as an essential part of the scheme—sending Ambetter plan documents
and invoices to current or potential plan members, electronically filing Ambetter plan
documents with the online health insurance exchanges of 26 states, receiving fraudulently
procured premium payments electronically from plan members, sending emails to plan
members and potential customers, and communicating about Ambetter plans through emails
or over the phone.
18. The millions of violations of the mail- and wire-fraud statutes by Defendants
and various Centene Corp. subsidiaries constitute a pattern of racketeering activity under
RICO, 18 U.S.C. § 1962(c).
19. Defendants and Centene Corp. subsidiaries involved in this pattern of
racketeering activity constitute a RICO enterprise (“the Ambetter Enterprise”).
–5–
20. The Ambetter Enterprise’s decision to operate through subsidiaries facilitates
its unlawful activity, as each company performs a distinct and necessary role in the
fraudulent scheme.
21. To understand how each subsidiary facilitates the unlawful activity of the
Ambetter Enterprise, it’s necessary to understand how the Enterprise takes advantage of
“churn”—the fact that low-income persons are cycling in and out of Medicaid eligibility—
and leverages the contracts that Centene Corp. subsidiaries have with states to provide
managed-care plans to Medicaid beneficiaries.
22. Taking the state of Florida as an illustrative case, the scheme to defraud
perpetrated by the Ambetter Enterprise operates as follows:
a. A person is a Medicaid beneficiary in Florida and is enrolled in a

managed-care plan through Centene’s subsidiary Sunshine State
Health Plan, Inc. (which is referred to as “Sunshine Health”).
b. The person gets a new job, their income increases, and they are no
longer eligible for Medicaid. This is a feature of what members of
the Ambetter Enterprise call “churn”: low-income persons losing
Medicaid eligibility and needing to buy private insurance, only to
eventually regain Medicaid eligibility, thus “churning” between
Medicaid coverage and private coverage.11
c. Sunshine Health is notified by Florida that the person is no longer

eligible for Medicaid.
d. This information is conveyed to Celtic Insurance Company, which

is the underwriter for the Ambetter plan sold on the ACA exchange
in Florida.
11
See, e.g., Centene Corp at Bank of America Merrill Lynch Health Care Conference – Final,
FAIR (FAIR DISCLOSURE) WIRE (May 14, 2015) (“[T]he individuals who lose eligibility in
Medicaid[ ]—we coined the word; others are using it now—churn. People that lose eligibility
go into Ambetter, regain eligibility, go back and forth.” (statement of Michael Neidorff,
Centene Corp.’s Chairman of the Board, President, and CEO)) (LEXISNEXIS).
–6–
e. Celtic sends materials to the person who just lost Medicaid

coverage advertising its Ambetter plan, which in Florida is called
Ambetter from Sunshine Health.
f. The words “from Sunshine Health” in the name of the Ambetter

plan are intended by the Ambetter Enterprise to falsely convey to
the person that the Ambetter plan will provide them with the same
coverage they received through Medicaid.12 In Florida, Centene
even does business under the name “Ambetter from Sunshine
Health,” which further reinforces the idea that the Ambetter
product is equivalent to the managed-care plan a person receives
while on Medicaid.
g. The person purchases the Ambetter plan, only to discover that it

does not provide the benefits represented in the marketing
materials, plan policy documents, or the insurance contract itself.
23. Although not all Ambetter plans are purchased by former Medicaid
beneficiaries, this churn-based strategy has been a focus of the Ambetter Enterprise since the
ACA exchanges went online in late 2013.13 Moreover, the Enterprise’s churn-based strategy
demonstrates how the Enterprise’s decision to operate through subsidiaries facilitates its
unlawful activity:
12
See, e.g., Centene Corporation at Bank of America Merrill Lynch Health Care
Conference – Final, FD (FAIR DISCLOSURE) WIRE (May 15, 2015) (emphasis added) “([J]ust a
note on the Ambetter—so that’s the common brand across all nine states. But there is a
reference point to the Medicaid health plan. Each of our states has a unique Medicaid health
plan brand, Peach State Health in Georgia, Sunshine in Florida, Buckeye in Ohio, and et
cetera. So the Ambetter brought to you by Buckeye Health Plan in Ohio, for example, to
make that connection to the Medicaid player in the same state.” (statement of Ed Kroll,
Centene Corp.’s Senior Vice President of Finance and IR)) (LEXISNEXIS).
See, e.g., Centene Corporation Analyst Meeting – Preliminary, FD (FAIR DISCLOSURE)
13
WIRE (Dec. 13, 2013) (“[O]ur value proposition is built around a focus on the subsidized
market particularly the Medicaid churn population. We’re leveraging a narrow network of
our Medicaid providers who have experience serving this target market . . . .” (statement of
Rone Baldwin, Centene Corp.’s Executive Vice President of the Insurance Group))
(LEXISNEXIS).
–7–
a. Defendants Centene Corp. and Centene Management designed the

Ambetter plan and originated the scheme to defraud.
b. Defendant Centene Management coordinates between the various

Centene Corp. subsidiaries to ensure that all of the members of the
Enterprise work toward a common purpose and function as a
continuing unit.
c. Each Centene Corp. subsidiary that has a contract to provide

Medicaid plans in a state lends its name/brand to the Ambetter
plan in that state so that persons who lose Medicaid coverage are
more likely to purchase the Ambetter plan.
d. Each subsidiary that has a contract to provide Medicaid plans in a

state receives notice from the state when a person on their plan is
no longer eligible for Medicaid. The subsidiary then uses that
information to target that person with promotional materials for
the Ambetter plan. (The subsidiary either sells the Ambetter plan
itself or provides the consumer’s information to the subsidiary that
does.)
e. The subsidiaries that provide Medicaid managed-care plans or

Ambetter plans in each state have the necessary licenses to do so,
without which the scheme could not work. These licenses are
difficult to obtain: Centene Corp. has specifically acquired
Defendant Celtic and other companies because they are licensed to
sell health plans in certain states.
24. As members of the Ambetter Enterprise, Defendants have been defrauding
consumers since the ACA health-insurance exchanges went online in 2013.
25. Defendants’ unlawful conduct has not gone unnoticed. In 2017, Insurance
Commissioner for the State of Washington levied a $500,000 fine against Coordinated Care
Corporation—the Centene Corp. subsidiary that was selling the Ambetter plans in the
state—based on the conclusion that the company had, among other things, “failed to provide
an adequate network of providers, failed to monitor its network of providers, failed to report
its inadequate network to the Insurance Commissioner, failed to timely file an alternative
–8–
access delivery request to ensure that consumers received access to healthcare providers,
[and] failed to provide an adequate network of providers.”14
26. Unfortunately, such administrative action by states has not deterred
Defendants and the other members of the Ambetter Enterprise from continuing their
fraudulent scheme. A $500,000 fine is a slap on the wrist given the enormous profits that
Defendants are reaping through their racketeering activity.
27. Defendants have demonstrated that they will not cease their unlawful activity
willingly.
28. On behalf of themselves and all others similarly situated, Plaintiffs seek both
damages for the overcharges obtained through Defendants’ scheme to defraud and a
permanent injunction putting an end to Defendants’ fraudulent and unlawful conduct.
II. PARTIES
A. Plaintiffs
1. Matthew Havrilla
29. Plaintiff Matthew Havrilla is a natural person and a citizen of the State of
Arizona. He purchased an Ambetter policy covering himself and his wife for the 2021
calendar year.
30. Before selecting the Ambetter plan, Mr. Havrilla reviewed all of the plans
available on the ACA online marketplace, in particular the list of in-network providers for
each plan.
14
Consent Order No. 17-0477 Levying a Fine at ¶ 11, In re Coordinated Care
Corp., WAOIC No. 500635, NAIC No. 95831 (Dec. 15, 2017), available at
https://www.insurance.wa.gov/sites/default/files/documents/Coordinated-Care-Final-
Consent-Order-No-17-0477.pdf.
–9–
31. Mr. Havrilla has severe arthritis, and one of the decisive factors in his choosing
to purchase the Ambetter plan was that his rheumatologist was listed on the prescriber list
and purportedly covered under the Ambetter policy.
32. After purchasing Ambetter insurance, however, Ms. Havrilla learned that this
was not the case. When he sought to make an appointment with his rheumatologist, the
rheumatologist’s office stated that they had not accepted Ambetter for over a year.
33. When Mr. Havrilla discovered that his rheumatologist was not in-network, he
contacted Ambetter to complain and was assigned a patient advocate to assist with locating
an in-network rheumatologist. When he spoke with the advocate, Mr. Havrilla made clear
that he wanted assurances that any list he received would consist of in-network
rheumatologists—namely, rheumatologists who accepted Ambetter insurance.
34. Mr. Havrilla understood from his conversation with the patient advocate that
he would receive such a list fairly soon, but after waiting for a week and a half without
receiving a list of in-network rheumatologists, he complained again.
35. After the second complaint, he received a list of seven rheumatologists (but not
from the assigned patient advocate). Of those seven rheumatologists, three did not accept
Ambetter insurance, and another three were not in Tucson, despite the Ambetter plan’s
website listing them as having offices in Tucson.
36. When Mr. Havrilla finally located and consulted with an in-network
rheumatologist, the rheumatologist switched him to a medication that Mr. Havrilla made
clear had not worked for him previously. The change in medication landed Mr. Havrilla in
the hospital for a week.
37. After being released from the hospital, Mr. Havrilla returned to his original
rheumatologist and decided to just pay out of pocket.
– 10 –
38. Mr. Havrilla had similar issues locating an in-network internist, dermatologist,
and neurologist.
39. Throughout 2021, Mr. Havrilla had to continue contacting Ambetter for
referrals. But even with the referrals in hand, Mr. Havrilla had to contact the provider offices
on the in-network list and ask whether they accepted Ambetter. At least 50% of the providers
on Ambetter’s in-network list did not accept Ambetter insurance.
40. Mr. Havrilla spent between two and eight hours per month in 2021 on phone
and email correspondence with his insurer attempting to get an accurate list of in-network
providers.
41. Mr. Havrilla paid a premium of approximately $400 per month for his
Ambetter plan. He believes that the government subsidized a part of the cost of the plan, but
he does not recall the amount of the government subsidy.
42. Because of his frustration with Ambetter’s fraudulent list of in-network
providers, in January 2022 Mr. Havrilla switched to a different health-insurance plan sold on
the ACA exchanges, this one offered by Bright HealthCare.
2. Cynthia Dawson
43. Plaintiff Cynthia Dawson is a natural person and a citizen of the State of
Florida. She paid for an Ambetter policy from Sunshine Health from January 2018 through
December 2020.
44. Before purchasing the policy, Ms. Dawson checked to see whether Ambetter
had a good list of in-network providers.
45. Based on Ambetter’s advertised list of in-network providers, Ms. Dawson
believed that the plan had many in-network providers, but later learned that the provider list
was a sham.
– 11 –
46. During the two years that she was on the Ambetter plan, Ms. Dawson had
undue difficulties finding doctors that accepted her Ambetter insurance.
47. When she began looking for an in-network primary-care physician in
early 2018, Ms. Dawson called eight doctors before finding one that accepted Ambetter
health insurance.
48. Ms. Dawson was not calling random doctors’ offices but rather doctors on the
Ambetter list of in-network providers—doctors that she had researched. Seven out of the
eight primary-care physicians on the in-network list did not accept Ambetter insurance.
49. Similarly, in early 2018 Ms. Dawson began looking for a gynecologist.
50. Ms. Dawson reviewed Ambetter’s list of in-network gynecologists and made a
list of the ten doctors that she would be comfortable with based on their location and other
factors.
51. Ms. Dawson ultimately called the offices of all ten doctors because nine of the
ten doctors—all on the Ambetter list of in-network providers—did not take Ambetter health
insurance.
52. Ms. Dawson settled for the tenth gynecologist she called, even though the
doctor was her last choice.
53. The biggest difficulty in finding an in-network provider occurred after
Ms. Dawson was hospitalized in September 2020 because of neurological issues and
associated symptoms. While in the hospital, Ms. Dawson received an MRI, which returned
abnormal results.
54. The neurologist at the hospital asked that Ms. Dawson return for a follow-up
visit in one week, but after leaving the hospital Ms. Dawson discovered that the neurologist’s
– 12 –
outpatient location was not included in Ambetter’s network (the neurologist was in-network
only while at the hospital).
55. It took Ms. Dawson a week to locate an in-network neurologist in Tampa,
Florida, a city of nearly 400,000 people.
56. Ambetter’s list of in-network neurologists in her area was long, but only three
of the neurologists on the list were actually in-network.
57. Of those three neurologists, one could not speak to her in person and another
did not have an opening for another seven months. The third neurologist was able to see her,
but not until late November—nearly two months after she was medically indicated for a
follow-up appointment with a neurologist.
58. When Ms. Dawson was finally able to access neurological care in late
November 2021, the neurologist requested additional testing. Ambetter approved one test but
denied the other. The neurologist and radiologist suggested to Ms. Dawson that she appeal
the denial, but she knew that this would only cause further delays in her care.
59. Ms. Dawson therefore decided to cancel her Ambetter policy and to switch her
care to the Veterans Health Administration (the “VA”), which she was able to do because
she had served in the military from 1988 to 1998.
60. Ms. Dawson was able to get an appointment with a neurologist within two
weeks of switching her healthcare over to the VA. She received the proper testing and was
placed on prescription medication.
61. Nonetheless, the results of Ms. Dawson’s MRIs continue to be abnormal, and
her doctors are monitoring her. Her symptoms include severe vertigo, headaches, vision
disturbances, and nausea.
– 13 –
62. Ms. Dawson believes that she experienced adverse health effects because of the
delays in treatment caused by the fraudulent Ambetter provider list. During the five months
she was unable to receive proper treatment (between September 2020 and February 2021),
her symptoms got worse and at times she missed days of work, had to return to the
emergency room, and had to see her primary-care physician twice. She could treat herself
only with over-the-counter medication because her primary-care physician needed
information about her health that only a neurologist and further testing could reveal.
63. Right before she left the Ambetter plan, Ms. Dawson’s monthly premium for
the plan was about $290. Her Ambetter coverage was subsidized in part by the federal
government. She believes that in 2020 that government subsidy was about $440 per month.
3. Alden Henriksen
64. Plaintiff Alden Henriksen is a natural person and a citizen of the State of
Illinois. He signed up for an Ambetter of Illinois health-insurance plan in 2019.
65. Mr. Henriksen looked at the in-network doctors on the website for his
Ambetter plan, and the site listed numerous doctors.
66. Mr. Henriksen needed to see a dermatologist, but when he started calling the
dermatologists on Ambetter’s list of in-network providers, almost none of them accepted
Ambetter insurance.
67. Mr. Henriksen ultimately decided to call the general practitioner in his area
that he had been assigned to by his Ambetter plan, but when he called the general
practitioner, he learned that the doctor likewise did not take Ambetter insurance.
68. Initially, he paid a premium of $80 a month for his Ambetter insurance, but in
the fall of 2020, his monthly premium increased to over $100, his deductible went up, and
the co-insurance changed, as did the formulary of covered medications—all without notice.
– 14 –
69. This prompted Henriksen to cancel his Ambetter plan, and he is currently on
Medicaid.
4. Melody DeSchepper
70. Plaintiff Melody DeSchepper is a natural person and a citizen of the State of
Illinois. She signed up for an Ambetter health-insurance plan in January 2021.
71. Ms. DeSchepper purchased the Ambetter policy because she had lost her job
and needed insurance.
72. While Ms. DeSchepper was on the Ambetter plan, she could not even see a
primary care doctor. She called 29 providers that were on Ambetter’s in-network provider list
or were recommended by Ambetter’s assistance line: none of them accepted Ambetter
insurance.
73. Because the Ambetter plan did not deliver the promised benefits,
Ms. DeSchepper cancelled the plan in October 2021.
74. Ms. DeSchepper paid a monthly premium of $200 for the Ambetter policy.
She believes that Ambetter also received a governmental subsidy of around $1,000 per month
for providing her the policy.
75. Ms. DeSchepper is currently insured through Medicaid.
5. Christopher Tilton
76. Plaintiff Christopher Tilton is a natural person and a citizen of the State of
Nevada. He signed up for an Ambetter health insurance plan in May 2021.
77. Before purchasing the Ambetter plan, Mr. Tilton was on an
employer-sponsored plan. He decided to look at the plans on the ACA online marketplace
because his employer was in the midst of changing its health insurance and his doctors
would no longer be in-network.
– 15 –
78. Mr. Tilton obtained a broker through the ACA marketplace and reviewed
plans. He chose the Ambetter plan after confirming that all of his medical providers—his
primary-care physician, podiatrist, oncologist, orthopedic surgeon, and physical therapists—
were listed as being in-network.
79. Ensuring that his current medical providers were in-network was especially
important to Mr. Tilton, who in the prior two and a half years had suffered a broken femur, a
blood clot, and multiple myeloma.
80. It was only after purchasing Ambetter insurance that Mr. Tilton learned that
his physical therapist was not in Ambetter’s network. He discovered this when he went to his
therapy appointment and the receptionist told him that they no longer accepted Ambetter
insurance. Mr. Tilton called Ambetter’s support line and was told that the physical therapist
had not been in-network since 2017, despite still being on Ambetter’s list of in-network
providers.
81. Mr. Tilton learned that his orthopedic surgeon—also listed as an Ambetter
in-network provider—likewise had not accepted Ambetter insurance since 2017.
82. Shortly after purchasing the Ambetter plan, Mr. Tilton twisted his knee while
exiting a pool as part of his physical therapy. In a short time, his health declined and he was
using a walker.
83. This ultimately led to Mr. Tilton spending three or four weeks in a hospital,
after which he was sent to a rehab facility.
84. After he was discharged from rehab, Mr. Tilton was supposed to receive
physical and occupational therapy in his home. Ambetter didn’t have any in-network
providers that provided in-home therapy, so Mr. Tilton had to attend outpatient therapy
outside of his home.
– 16 –
85. During outpatient therapy, a fracture was detected in Mr. Tilton’s leg.
Mr. Tilton believes that the fracture may have been caused by the outpatient therapy.
86. Because of the fracture, Mr. Tilton had a surgery on his leg and developed a
staph infection as a result of the surgery.
87. Because the Ambetter plan did not provide the promised benefits, Mr. Tilton
cancelled the plan in December 2021.
88. Mr. Tilton paid a monthly premium of about $335 for his Ambetter plan, and
the federal government provided a monthly subsidy of approximately $1,070 per month to
the plan provider.
6. Mark Hackett
89. Plaintiff Mark Hackett is a natural person and a citizen of Texas. He had an
Ambetter policy from January 2018 until early 2021, and again from May 2021 to the
present. All of his Ambetter policies have been Silver-tier policies.
90. During the times he had Ambetter policies, Mr. Hackett had difficulties
finding a primary-care physician, a rheumatologist, a neurologist, and a nephrologist.
91. Because the Ambetter plan requires Mr. Hackett to get a referral before making
an appointment with a specialist, he sought out a primary-care physician. But all of the
primary-care physicians on Ambetter’s provider list were pediatricians, DOs (Doctors of
Osteopathic Medicine), or physician’s assistants—not MDs.
92. Mr. Hackett has a serious health issue for which he needed to see a
rheumatologist. He tried to locate one, but the rheumatologist that was listed on Ambetter’s
list of in-network providers told him that he had not taken Ambetter insurance for two years.
– 17 –
93. When he finally located an in-network rheumatologist, Mr. Hackett was only
seen by a physician’s assistant who would not answer his questions or provide guidance
about dealing with his condition.
94. Mr. Hackett also needed to see a nephrologist, but quickly discovered that
there was only one in-network nephrologist in the entire Austin metro area (where
Mr. Hackett lives). The population of the Austin metro area is approximately 2.3 million
people.
95. There were a few nephrologists in San Antonio that were listed as being
in-network, but seeing any of those doctors would have required that Mr. Hackett drive
300 miles round-trip.
96. Mr. Hackett also has had undue difficulties finding an in-network neurologist.
97. In November 2021, he scheduled an appointment with a neurologist to take
place in February 2022. But when he called Ambetter to confirm that the neurologist was
in-network, he was told that the neurologist was not in-network because Mr. Hackett had
switched from an Ambetter EPO plan in 2021 to an Ambetter HMO plan for 2022.
98. Mr. Hackett cancelled his neurologist appointment, despite waiting four
months for the appointment, because he was at risk of having to pay for the appointment out
of pocket.
99. When Mr. Hackett started looking for in-network neurologists, he discovered
that there were no nearby neurologists in the Ambetter network. He was able to find only
providers with the title “psychiatry in neurology,” and called some of those providers to
confirm that they are not neurologists.
100. Mr. Hackett paid a monthly premium of $100 for his Ambetter insurance in
2021. In 2022, his premium jumped to $300 per month.
– 18 –
101. The governmental subsidy for his plan was about $900 per month in 2021 and
jumped to $1,300 per month in 2022.
B. Defendants
102. Defendant Centene Corporation is a Delaware corporation with its principal
place of business located at 7700 Forsyth Blvd., St. Louis, Missouri 63105.
103. Defendant Centene Management Company LLC is a Wisconsin corporation
with its principal place of business located at 7700 Forsyth Blvd., St. Louis, Missouri 63105.
104. Defendant Celtic Insurance Company is a corporation organized under the
laws of Arkansas, with its principal place of business located at 200 East Randolph Street,
Suite 3600, Chicago, Illinois 60601.
III. JURISDICTION AND VENUE

105. This action arises under the Racketeer Influenced and Corrupt Organizations
Act, 18 U.S.C. §§ 1962(c), 1964(c). Plaintiffs seek damages for their injuries, as well as for
injuries suffered by Class Members, resulting from Defendants’ unlawful conduct. Plaintiffs
also seek an injunction to prohibit Defendants from continuing their unlawful conduct. This
Court has subject matter jurisdiction under 28 U.S.C. § 1331 because this action arises under
the laws of the United States. This Court also has subject matter jurisdiction under the Class
Action Fairness Act, 28 U.S.C. § 1332(d), because: (i) the proposed Class consists of well
over 100 persons; (ii) the parties are minimally diverse, as there are members of the proposed
Class, including Plaintiffs, who are “citizen[s] of a State different from any Defendant”; and
(iii) the aggregate amount in controversy exceeds $5 million, exclusive of interests and costs.
106. This Court has personal jurisdiction over Plaintiffs because Plaintiffs submit to
the Court’s jurisdiction. This Court has personal jurisdiction over all Defendants because
nationwide service of process to all Defendants is authorized by 18 U.S.C. § 1965(b).
– 19 –
Defendant Celtic is headquartered in Chicago, Illinois, and is the Centene Corp. subsidiary
that sells Ambetter plans to Illinois residents. In this way, Defendants’ scheme to defraud
targets the state of Illinois and its residents.
107. Venue is proper in this District under 28 U.S.C. § 1391(b)(2) because a
substantial part of the acts or omissions giving rise to the claims occurred in this District.
Alternatively, venue is proper under 28 U.S.C. § 1391(b)(3) because this Court has personal
jurisdiction over all Defendants under 18 U.S.C. § 1965(b), including Celtic Insurance
Company, which has its principal place of business in Chicago, Illinois. Additionally, venue
is proper in this District under 18 U.S.C. § 1965(a) because each Defendant “resides, is
found, has an agent, or transacts [its] affairs” in this District. Defendant Centene
Corporation transacts business in this District; Defendant Centene Management Company
LLC transacts business and has a registered agent in this District; and Defendant Celtic
Insurance Company transacts business, has an agent, and is found in this District, as its
principal place of business is in Chicago, Illinois.
IV. FACTUAL ALLEGATIONS

A. Defendants are members of a RICO enterprise that defrauds primarily low-income
consumers, in part by taking advantage of enterprise members’ status as Medicaid
managed-care organizations.
108. Centene Corp.’s position as the largest provider of both Medicaid
managed-care plans and ACA plans is not an accident. The company’s success in these areas
is in significant part the result of a nearly decade-long scheme to defraud that would not have
been possible without the existence of the Ambetter Enterprise, including subsidiaries that
provide Medicaid managed-care plans in numerous states.
– 20 –
109. To fully appreciate the scope of Defendants’ scheme to defraud consumers,
one must understand Medicaid managed care and the role that various members of the
Ambetter Enterprise play as Medicaid managed-care organizations.
110. Managed care is simply a form of insurance “that attempts to manage the
quality and cost of medical services that individuals receive.”15 Perhaps the best-known
example of managed care is an HMO (health maintenance organization).
111. Managed care works by “limiting to varying degrees the number of providers
from which a patient can choose, whether the patient has to use a primary care physician,
and whether out-of-network care is covered under the plan. Some managed-care plans
attempt to improve health quality, by emphasizing the prevention of disease.”16
112. In the context of Medicaid, managed care “provides for the delivery of
Medicaid health benefits and additional services through contracted arrangements between
state Medicaid agencies and managed-care organizations (MCOs) [such as Centene Corp.
subsidiaries] that accept a set per member per month (capitation) payment for these
services.”17 The theory is that, “[b]y contracting with various types of MCOs to deliver
Medicaid program health care services to their beneficiaries, states can reduce Medicaid
program costs and better manage utilization of health services.”18
113. States contract with private companies to offer managed-care insurance plans
to Medicaid recipients. The companies that win these contracts are referred to as
15
What is managed care?, HEALTHINSURANCE.ORG (last visited July 26, 2022),
https://www.healthinsurance.org/glossary/managed-care/.
16
Id.
Managed Care, MEDICAID.GOV (last visited July 26, 2022), https://www.medicaid.gov/
17
medicaid/managed-care/index.html.
18
Id.
– 21 –
managed-care organizations. Theoretically, these private managed-care organizations have
an incentive to both keep costs down and keep Medicaid beneficiaries healthy, because doing
so results in higher profits.
114. Not all Medicaid beneficiaries are enrolled in managed-care plans. But some
version of these plans has existed since the 1960s, although the use of such plans initially
required special waivers from the federal government. Accordingly, participation in
Medicaid managed-care plans was minimal until the Balanced Budget Act of 1997 “granted
states authority to enroll most Medicaid recipients in mandatory managed care plans by
amending their state plans, rather than by obtaining special … waivers.”19 At that point,
participation in Medicaid managed-care plans began rapidly increasing.
115. Even after the Balanced Budget Act of 1997, however, most Medicaid
beneficiaries still were not enrolled in a comprehensive managed-care plan—namely, a plan
that provides all acute, primary and specialty medical services. Instead, the majority of
Medicaid beneficiaries who participated in managed-care plans had limited-benefit plans that
provided only a portion of their Medicaid services (e.g., dental care); the remainder of their
Medicaid benefits were still administered directly by the state.
116. The ACA both expanded Medicaid eligibility and drove an increase in the use
of Medicaid comprehensive managed-care plans. For example, from 2014 to 2015 Medicaid
enrollment in comprehensive managed-care plans increased by 17.5%—from 43.4 million to
19
Appendix C. Evolution of Managed Care Within Medicaid and Disability Services,
NATIONAL COUNCIL ON DISABILITY (last visited July 26, 2022), https://ncd.gov/
publications/2013/20130315/20130513_AppendixC/.
– 22 –
50.9 million.20 By 2018, 55.2 million Medicaid beneficiaries (roughly 70% of all beneficiaries)
were enrolled in comprehensive managed-care plans.21
117. Centene Corp.’s subsidiaries have contracts to operate Medicaid managed-care
plans in at least 30 states.22
118. Like the Ambetter plans, the Medicaid managed-care plans operated by
Centene Corp.’s subsidiaries have been riddled with fraud. In June 2021, Centene Corp.
settled a fraud suit brought by Ohio for $88.3 million and also settled potential fraud claims
by Mississippi for $55 million; both settlements stemmed from Centene Corp.’s subsidiaries
double-billing the states’ Medicaid departments for medications.23
119. Centene Corp. is set to pay an additional $1.1 billion to 20 states to settle
similar claims that its subsidiaries defrauded Medicaid departments.24
120. Centene Corp. subsidiaries’ status as Medicaid managed-care organizations
facilitates Defendants’ scheme to defraud persons who purchase Ambetter plans.
121. As of 2022, Ambetter plans are sold on the ACA exchanges in 26 states.
In 25 of those 26 states, Centene Corp. subsidiaries have contracts to provide managed-care
plans to Medicaid beneficiaries. And in 16 of the 26 states (highlighted in the table below),
20
Mathematica Policy Research, Medicaid Managed Care Enrollment and Program
Characteristics, 2015, CENTERS FOR MEDICARE & MEDICAID SERVICES, at 11 (Winter 2016).
21
Mathematica Policy Research, Medicaid Managed Care Enrollment and Program
Characteristics, 2018, CENTERS FOR MEDICARE & MEDICAID SERVICES, at 10 (Winter 2020).
22
Centene Issues Public Comment on Centers for Medicare & Medicare Services Proposed Rule,
TARGETED NEWS SERVICE (Mar. 31, 2020) (LEXISNEXIS).
23
Marty Schladen, Centene agrees to settle Medicaid claims with Ohio, Mississippi for
$143 million, OHIO CAPITAL JOURNAL (June 14, 2021), https://ohiocapitaljournal.com/
2021/06/14/centene-agrees-to-settle-medicaid-claims-with-ohio-mississippi-for-143-million/.
24
Id.
– 23 –
the Centene Corp. subsidiary that has the Medicaid contract is the same subsidiary that sells
the Ambetter plan on the state’s online exchange:
Centene Corp. Centene Corp.

Subsidiary Subsidiary Selling
Operating as Ambetter Plan in
Medicaid State Through Name of Ambetter
Managed-Care Online ACA Plan Sold in the
State Organization Exchanges State
Arizona Health Net of Health Net of Ambetter from

Arizona, Inc. d/b/a Arizona, Inc. d/b/a Arizona Complete
Arizona Complete Arizona Complete Health
Health25 Health
Arkansas Arkansas Total Celtic Insurance Co. Ambetter from

Care, Inc. d/b/a Arkansas Arkansas Health and
Health & Wellness Wellness
California Health Net Life Health Net Life Ambetter from

Insurance Company Insurance Company Health Net
Florida Sunshine State Celtic Insurance Ambetter from

Health Plan, Inc. Company d/b/a Sunshine Health
Ambetter from
Sunshine Health
Georgia Peach State Health Peach State Health Ambetter from Peach
Plan, Inc. Plan, Inc. State Health Plan
Illinois Meridian Health Plan Celtic Insurance Ambetter of Illinois

of Illinois, Inc. (since Company
July 2020)26
Indiana Coordinated Care Celtic Insurance Ambetter from MHS

Corporation d/b/a/ Company
25
Health Net of Arizona Inc. is a wholly owned subsidiary of Health Net LLC, which
is a wholly owned subsidiary of Centene Corp.
26
Meridian Health Plan of Illinois, Inc. is a subsidiary of WellCare Health Plans, Inc.,
which is a wholly owned subsidiary of Centene Corp.
IlliniCare Health Plan, Inc., a different Centene Corp. subsidiary, operated as a
Medicaid managed-care organization until 2019, when it ceased being a subsidiary of
Centene Corp.
– 24 –

Managed Health
Services (“MHS”)
Kansas Sunflower State Sunflower State Ambetter from

Health Plan, Inc. Health Plan, Inc. Sunflower Health
d/b/a Sunflower Plan
Health Plan
Kentucky WellCare of WellCare of Ambetter from

Kentucky, Inc. Kentucky, Inc. WellCare of
Kentucky
Louisiana Louisiana Healthcare Louisiana Healthcare Ambetter from

Connections, Inc. Connections, Inc. Louisiana Healthcare
Connections
Michigan Meridian Health Plan Meridian Health Plan Ambetter from

of Michigan, Inc.27 of Michigan, Inc. Meridian
Mississippi Magnolia Health Ambetter of Ambetter from

Plan, Inc. Magnolia Inc. Magnolia Health
Missouri Home State Health Celtic Insurance Ambetter from Home

Plan, Inc. Company State Health
Nebraska Nebraska Total Care, Nebraska Total Care, Ambetter from

Inc. Inc. Nebraska Total Care
Nevada SilverSummit SilverSummit Ambetter from

Healthplan, Inc. Healthplan, Inc. SilverSummit
Healthplan
New Granite State Health Celtic Insurance Ambetter from NH

Hampshire Plan, Inc. d/b/a Company Healthy Families
NH Healthy Families
27
Meridian Health Plan of Michigan, Inc. is a subsidiary of WellCare Health Plans,
which is a wholly owned subsidiary of Centene Corp.
– 25 –

New Jersey WellCare of New WellCare of New Ambetter from

Jersey, Inc. Jersey, Inc. WellCare of New
Jersey
New Mexico Western Sky Western Sky Ambetter from

Community Care, Community Care, Western Sky
Inc. Inc. Community Care
North WellCare Health Ambetter of North Ambetter of North

Carolina Insurance of North Carolina, Inc. Carolina, Inc.
Carolina, Inc.28
Ohio Buckeye Community Buckeye Community Ambetter from

Health Plan, Inc. Health Plan, Inc. Buckeye Health Plan
Oklahoma Oklahoma Complete Oklahoma Complete Ambetter of

Health Inc. Health Inc. Oklahoma
Pennsylvania Pennsylvania Health Pennsylvania Health Ambetter from PA

and Wellness, Inc. and Wellness, Inc. Health & Wellness
South Absolute Total Absolute Total Ambetter from

Carolina Care, Inc. Care, Inc., Absolute Total Care
Tennessee N/A Celtic Insurance Ambetter of

Company Tennessee
Texas Superior Celtic Insurance Ambetter from

HealthPlan, Inc. Company Superior HealthPlan
Washington Coordinated Care of Coordinated Care of Ambetter from

Washington, Inc. Washington, Inc. Coordinated Care
WellCare Health Insurance of North Carolina, Inc., is a wholly owned subsidiary of

28
WellCare Health Plans, Inc., which is a wholly owned subsidiary of Centene Corp.
– 26 –
122. The “business strategy” that has enabled the Ambetter Enterprise to
successfully defraud the millions of persons who have purchased Ambetter plans rests on
three pillars: churn, leverage, and the targeting of low-income consumers.
123. The Ambetter Enterprise is able to more effectively target low-income
consumers because many of those consumers are churning in and out of Medicaid eligibility
due to factors like changes in income.
124. Members of the Enterprise take advantage of this churn by targeting
consumers who have lost Medicaid eligibility.
125. The Ambetter Enterprise does this in several ways, but principally by
leveraging both the name recognition and the information in the possession of the Medicaid
managed-care organizations that are members of the Enterprise.
126. When a Medicaid beneficiary whose plan is provided by one of the
Enterprise’s managed-care organizations becomes ineligible for Medicaid, that organization
is notified by the state to cease providing coverage to that person.
127. That information is then used by the Enterprise to target the low-income
consumer who just lost Medicaid coverage by promoting to the consumer the Ambetter plan
offered in that state. The Ambetter plans are made more appealing to former Medicaid
beneficiaries by “link[ing] [the Ambetter brand] to the local Medicaid brand” offered by a
member of the Enterprise, as shown in the table above.29
128. The low-income person targeted by the Ambetter Enterprise purchases an
Ambetter plan, only to discover that it does not provide the promised benefits.
29
Centene Corp at UBS Global Healthcare Conference – Final, FD (FAIR DISCLOSURE)
WIRE (May 22, 2017) (emphasis added) (statement of Ed Kroll, Centene Corp.’s Senior VP
of Finance & IR) (LEXISNEXIS).
– 27 –
129. The Ambetter Enterprise currently consists of Defendants Centene Corp.,
Centene Management, Celtic, and the 26 other Centene Corp. subsidiaries identified in the
above table: (1) Health Net of Arizona, Inc. d/b/a Arizona Complete Health, (2) Arkansas
Total Care, Inc., (3) Health Net Life Insurance Company, (4) Sunshine State Health
Plan, Inc. (5) Peach State Health Plan, Inc., (6) Meridian Health Plan of Illinois, Inc.,
(7) Coordinated Care Corporation d/b/a/ Managed Health Services (“MHS”),
(8) Sunflower State Health Plan, Inc. d/b/a Sunflower Health Plan, (9) WellCare of
Kentucky, Inc., (10) Louisiana Healthcare Connections, Inc., (11) Meridian Health Plan of
Michigan, Inc., (12) Ambetter of Magnolia, Inc., (13) Magnolia Health Plan, Inc.,
(14) Home State Health Plan, Inc., (15) Nebraska Total Care, Inc., (16) SilverSummit
Healthplan, Inc., (17) WellCare of New Jersey, Inc., (18) Granite State Health Plan, Inc.
d/b/a NH Healthy Families, (19) Western Sky Community Care, Inc., (20) Ambetter of
North Carolina, Inc., (21) WellCare Health Insurance of North Carolina, Inc., (22) Buckeye
Community Health Plan, Inc., (23) Pennsylvania Health and Wellness, Inc., (24) Absolute
Total Care, Inc., (25) Superior HealthPlan, Inc., and (26) Coordinated Care of Washington,
Inc.
B. Ambetter plans don’t comply with the ACA’s requirements.
130. For a health-insurance plan to be sold on one of the online exchanges created
by the ACA, the plan must meet numerous requirements established under the ACA and
state laws. Ambetter plans fail to satisfy those requirements.
131. Ambetter plans fail to “[m]aintain[ ] a network that is sufficient in number and
types of providers, including providers that specialize in mental health and substance abuse
services, to assure that all services will be accessible without unreasonable delay” as required by 45
C.F.R. § 156.230(a)(2) (emphasis added).
– 28 –
132. Likewise, Ambetter plans do not “publish an up-to-date, accurate, and complete
provider directory, including information on which providers are accepting new patients, the
provider’s location, contact information, specialty, medical group, and any institutional
affiliations, in a manner that is easily accessible to plan enrollees, prospective enrollees, the
State, the Exchange, HHS and OPM” as required by 45 C.F.R. § 156.230(b)(2).
133. Nor do the plans “include in [their] provider network[s] a sufficient number and
geographic distribution of essential community providers (ECPs), where available, to ensure
reasonable and timely access to a broad range of such providers for low-income individuals,”
as required by 45 C.F.R. § 156.235(a)(1).30
134. The Ambetter plans hawked by Defendants fail to satisfy any of these ACA
regulations. The provider networks that are represented on Ambetter plans’ websites are
simply false and often are just copies of physician directories from other sources.
Accordingly, plan members have difficulty finding an in-network provider and sometimes
cannot find any provider who accepts Ambetter insurance.
135. The harms caused by this practice include: time spent calling searching for an
in network physician, delays in treatment, complete inability to get treatment, injuries
resulting from delays or inability to get treatment, travel expenses involved in having to see
an in network provider who is hundreds of miles away, and paying out of pocket for out of
network providers because no in network provider is available.
136. In addition, ACA regulations require that plans sold on the exchanges
“provide[ ] for essential health benefits” and “limit[ ] cost-sharing [i.e., expenses such as
deductibles, coinsurance, and copayments] for such coverage.” 42 U.S.C. § 18022(a)(1), (2).
“An essential community provider is a provider that serves predominantly low-

30
income, medically underserved individuals … .” 45 C.F.R. § 156.235(c).
– 29 –
Essential health benefits include (among other things) prescription drugs, laboratory services,
and preventive and wellness services and chronic disease management.
137. But Ambetter plans routinely refuse to pay for medical services and
medications that the plan purportedly covers, and Centene Corp. and its subsidiaries have
been sued by medical providers over this practice. This leads to many providers refusing to
accept Ambetter insurance, which further reduces the number of in-network providers. And
when an Ambetter plan refuses to pay for covered medical services or prescriptions, the plan
member may be stuck with a bill for the medical service and will certainly have to pay for the
prescription out-of-pocket.
C. Ambetter plan documents misrepresent the benefits that members will receive.
138. Many persons who purchase Ambetter plans do so based on representations
about those plans made by Centene Corp. subsidiaries. Indeed, this is supposed to be one of
the advantages of the online exchanges: they allow consumers to compare different plans’
provider networks, prescription drug coverage, and other benefits fairly easily (or at least
more easily than they could do so before the exchanges).
139. Consumers do not select health plans based on cost alone. Among other
things, consumers select a health plan because their preferred doctor is in network, because
an expensive prescription drug they regularly take is in the plan’s formulary, or because
another benefit provided by the plan (e.g., the number of in-network specialists) is important
to them. Consumers will review plan documents, including the evidence of coverage, which
is the contract between the consumer and the insurer—a contract that is publicly available on
the Ambetter sites as well as on the exchanges.
– 30 –
140. The following is a partial list of misrepresentations that Defendants and other
members of the Ambetter Enterprise have made, and continue to make, about Ambetter
plans:31
a. “We are committed to … [p]roviding access to covered services

and our network providers.”32
b. “You have the right to … [r]eceive the benefits for which you have
coverage.”33
c. “You have the right to … [r]eceive information or make

recommendations, including changes, about our organization and
services, our network of physicians and medical practitioners, and your
rights and responsibilities.”34
d. “You have the right to … [b]e kept informed of covered and non-covered
services, program changes, how to access services, primary care
provider assignment, providers, advance directive information,
referrals and authorizations, benefit denials, member rights and
responsibilities, and our other rules and guidelines. We will notify
you at least 60 days before the effective date of the modifications.”35
e. “You have the right to … [a] current list of network providers.”36
f. “A listing of network providers is available online at

Ambetter.IlliniCare.com. We have plan physicians, hospitals, and
other medical practitioners who have agreed to provide you with
your healthcare services. You may find any of our network
31
These misrepresentations are taken from the evidence of coverage for the 2020
Illinois Ambetter plan (Ambetter from IlliniCare Health), but materially identical
misrepresentations are made in the evidence of coverage for each of the 26 states in which
Ambetter plans are offered.
32
Ambetter from IlliniCare Health: 2020 Evidence of Coverage, at 5,
available at https://api.centene.com/EOC/2020/27833IL014.pdf.
33
Id.
34
Id. (emphasis added).
35
Id. at 5–6.
36
Id.
– 31 –
providers by completing the ‘Find a Provider’ function on our

website and selecting the IlliniCare Health Network. There you
will have the ability to narrow your search by provider specialty,
zip code, gender, whether or not they are currently accepting new
patients, and languages spoken. Your search will produce a list of
providers based on your search criteria and will give you other
information such as address, phone number, office hours, and
qualifications.”37
g. “We will pay benefits for covered services as described in the Schedule
of Benefits and the covered services sections of this contract.”38
h. “Formulary means our list of covered drugs available on our

website at Ambetter.IlliniCare.com or by calling our Member
Services department. … Our formulary is reviewed and updated on
a monthly basis following Pharmacy and Therapeutics Committee
meeting.”39
i. “If a situation arises where a covered service cannot be obtained

from a network provider located within a reasonable distance, we
may provide a prior authorization for you to obtain the service
from a non-network provider at no greater cost to you than if you
went to a network provider.”40
D. Defendants have been defrauding consumers since 2013.
141. Defendants’ targeting low-income persons with their Ambetter plans and
leveraging their Medicaid contracts to do so is no secret. Centene Corp.’s executives have
continually described the strategy to investors since the ACA exchanges went live in 2013:
a. December 2013: “[O]ur value proposition is built around a focus

on the subsidized market particularly the Medicaid churn
population. We’re leveraging a narrow network of our Medicaid
37
Id. at 8 (emphasis added).
38
Id. at 33 (emphasis added).
39
Id. at 48–49.
40
Id. at 62.
– 32 –
providers who have experience serving this target market … .”41

– Rone Baldwin, Centene’s Executive VP of the Insurance Group
b. May 2014: “The exchanges I said I wanted to mention— another

very complementary business where we are focused on the low-
income level in the exchanges. So the people that are typically
churning out, in and out of Medicaid eligibility, when they come
out, if they have an event that raises the household income, they
are no longer qualified for Medicaid, we can reach out to them
with our exchange products.
“That’s our brand, Ambetter. It’s in nine states, so we didn’t do an
all out, all in on the exchanges. But nine states, most of them—
virtually all of them we have a Medicaid operation in. So again
focusing on low-income people in the exchanges, those that are
going to get subsidies. It’s a very similar population to the
Medicaid population, so it’s not like we are reinventing the wheel
here.
“And just a note on the Ambetter—so that’s the common brand
across all nine states. But there is a reference point to the Medicaid
health plan. Each of our states has a unique Medicaid health plan
brand, Peach State Health in Georgia, Sunshine in Florida,
Buckeye in Ohio, and et cetera. So the Ambetter brought to you by
Buckeye Health Plan in Ohio, for example, to make that
connection to the Medicaid player in the same state.
“And again, we are focused on that lower income level, just above
Medicaid eligibility. And so far, so good.”42
– Ed Kroll, Centene’s Senior VP of Finance and IR
c. May 2015: “So we’re leveraging Medicaid networks to bring in

people who are getting subsidized coverage through the
exchanges. I think a lot of them, a lot of those people have been in
Medicaid and have churned out, either through a seasonal job or --
and then maybe they go back to Medicaid eligibility. “So we want
to be about to have them in one of our health plans on both sides of
that income event. Our brand name is Ambetter across those 11
41
Centene Corporation Analyst Meeting, supra note 13.
42
Centene Corporation at Bank of America Merrill Lynch Health Care Conference, supra
note 12 (emphasis added).
– 33 –
states; but we also make the connection to the Medicaid health

plan. So in Florida, it’s Ambetter by Sunshine Health; or Ambetter
by Peach State Health; Buckeye in Ohio. Just so they know that it’s
the same entity whether they’re in a Medicaid plan or the exchange
plan.”43
– Ed Kroll, Centene’s Senior VP of Finance and IR
d. March 2016: “Ambetter is a trademark that we have in every

market for the exchange products. So, in Superior, it’s AmBetter
brought to you by Superior.
“So, what we did is we took this, we’re using the same network as
we do for Medicaid. And so, the individuals who lose eligibility in
Medicaid[ ]—we coined the word; others are using it now—churn.
People that lose eligibility go into Ambetter, regain eligibility,
go back and forth.
“So, they’re keeping the same network. They are people that have
been managed and taken care of for some period of time.
“And so, it’s a matter of staying— 92% of the individuals we’ve
enrolled so far this year have subsidies, which shows it’s working,
silver subsidies. And that’s where we want to be. We want to be
at that socioeconomic level, where we’re looking at the bronze
and the silver. We’re not trying to be gold-platinum type coverage.
And I think that strategy has served us well.”44
– Michael Neidorff, Centene’s Chairman, President, and CEO
e. May 2017: “Ambetter is our brand name that we use on the

exchanges. We do link this brand to the local Medicaid brand, so it
would be Ambetter brought to you by Superior Health Care, that’s
our Medicaid brand in Texas. Because there is movement. When
you focus on low-income subsidized people in the exchanges the
way we do, there is some movement back-and-forth between
Medicaid eligibility and subsidies on the exchange, depending on
the household income level. Seasonal workers, for example, would
move back and forth.
“You hear a lot of negative things about the exchanges, but not
43
Centene Corp at Bank of America Merrill Lynch Health Care Conference, supra note 11.
Centene Corp at Barclays Global Healthcare Conference – Final FD (FAIR DISCLOSURE)
44
WIRE (Mar. 15, 2016) (emphasis added) (LEXISNEXIS).
– 34 –
from us. I think with our focus on low income, where we’re
leveraging Medicaid infrastructure, where we launched in states
where we already had a Medicaid presence, we’ve done well.
And our—90% of the people we’re signing up in exchanges are
subsidized. 90% of them are in the silver tier, the so-called silver
metal tier because that’s where subsidized -- subsidies maximize.”45
– Ed Kroll, Centene’s Senior VP of Finance & IR
f. June 2017: “I think we have our network. We have our population.

We’re not trying to be -- to move into the general population.
We’ve said that from the beginning, and we’re going to stick with
our networks, our approach. Medicare, it’s a different product.
There’s a reason for it. And we coined the word churn, where
people lose Medicaid and jump into the exchange and go back
and forth, across it and that’s really where we want to be, and
it’s a successful strategy for us.”46
– Michael Neidorff, Centene’s Chairman of the Board, CEO, and
President
g. November 2018: “I mentioned the exchanges before. Ambetter is

our brand on the exchanges. So you see that name in the—in all of
the states we operate in. We do connect it to the Medicaid brands
that I showed you on the—a couple of slides ago. So in Texas, for
example, our exchange offering is Ambetter by Superior
HealthPlan. Or in Florida, it’s Ambetter by Sunshine Health
Plan. We want to have that connection to the Medicaid plan
because we are focused on subsidized low-income people on the
exchanges, and there can be movement or churn back and forth
between our 2 different products, right? If a household has
income that goes up, and they previously were covered by
Medicaid, we can move them into a subsidized plan on the
exchange and vice versa, if someone— if a household is on the
exchange, and there’s an income event that causes household
income to go down, we can pick them up in Medicaid. So that’s
part of our strategy, part of our growth strategy. And Ambetter’s
45
Centene Corp at UBS Global Healthcare Conference, supra note 29 (emphasis added).
46
Centene Corp 15th Annual Investor Day – Final, FD (FAIR DISCLOSURE) WIRE
(June 16, 2017) (emphasis added) (LEXISNEXIS).
– 35 –
#1 in terms of membership in the country. In our 16 states in

aggregate, we have 1.5 million lives. So we’re the biggest. And we
intend to grow next year, as I mentioned, 4 new states, and we’ll
expand the footprint in 6 of the existing states.
“And I mentioned that we have a focused strategy. And this has
been consistent since the beginning in terms of who we target.
Most of our members on the exchange are in the Silver plans, right?
You have Bronze, Gold and -- Bronze, Silver and Gold. And the
subsidies are the highest in the Silver level, so that’s why we have
just under 90% of our 1.5 million lives have Silver-tier health
plans.”47
h. September 2019: “Let me talk about our exchange business.

Ambetter is the brand name we use. You don’t see the name
Centene on any of our health plans, whether it’s Medicaid,
Medicare or exchange.
“But on the exchange, Ambetter is the brand we use. We do link
it to our local Medicaid brands. So in Texas, for example, it’s
Ambetter by Superior HealthPlan. And you can see how we’ve
grown. We were—we went live in year 1 of the ACA in 2014. And
we’ve grown to become #1 with almost 2 million members in 20
states. And we’ve announced that we will be getting the geographic
footprint, we’ll be bigger next year. In 10 of our 20 states, we’ll be
expanding into more counties, ZIP Codes, et cetera. And we’ve
targeted the same people in all of these states, in all of these
markets. They’re basically working poor people, lower-income,
subsidized people. So 90% of our almost 2 million lives are getting
subsidies. And there’s some movement back and forth between
Medicaid eligibility and getting a subsidy on the exchange. We try
to make that a seamless transition for our members.”48
47
Centene Corp at Credit Suisse Healthcare Conference, supra note 2.
48
Centene Corp at Wells Fargo Healthcare Conference, supra note 5 (emphasis added).
– 36 –
E. Defendants engaged in racketeering by violating the criminal federal mail- and wire-
fraud statutes millions of times incident to their scheme to defraud.
142. Defendants had a scheme to accomplish the purpose of getting primarily
low-income consumers to enroll in Ambetter plans. This was profitable for Defendants, as
they received not only premiums from plan members but also various moneys from the
federal government for providing Silver plans to low-income persons.
143. Defendants’ scheme was and is intended to deceive consumers into purchasing
Ambetter plans by means of materially false or fraudulent pretenses, representations, and
promises.
144. Through the Ambetter Enterprise, Defendants made false representations to
consumers about the benefits they would receive under their Ambetter plans, including
(among other things) misrepresentations about which providers were in-network, which
medical services the plans would reimburse providers for, and which medications were on
the plans’ formularies. These misrepresentations enabled members of the Ambetter
Enterprise to sell the Ambetter plans on the ACA exchanges and to overcharge Plaintiffs and
Class Members.
145. The shortcomings of the Ambetter plans (e.g., an inaccurate list of in network
providers) are consistent across the plans offered in 26 states. These shortcomings have been
known to Defendants for years as a result of lawsuits and regulatory actions, yet Defendants
continue to misrepresent the benefits of Ambetter plans.
146. The evidence of coverage and various marketing material promulgated by
Defendants contain numerous false representations and promises about Ambetter plans.
Those falsehoods are capable of influencing a consumer to purchase an Ambetter plan, and
have influenced many consumers to do just that.
– 37 –
147. Defendants caused millions of mailings and electronic communications
incident to an essential part of the scheme.
148. A mailing occurred every time that plan documents were sent to current or
potential Ambetter plan members.
149. A wire communication occurred every time that a member of the Ambetter
Enterprise electronically filed Ambetter plan documents with a state’s online exchange, every
time that an Ambetter plan member paid their premium electronically, and every time that
an Ambetter plan sent an email to a plan member or potential customer.
150. A wire communication also occurred every time that Defendants’ executives
and employees emailed each other about the Ambetter plans or discussed the plans on their
cell phones.
151. All of these mail and wire communications were foreseeable and incident to an
essential part of Defendants’ fraudulent scheme. The Ambetter Enterprise defrauded
Plaintiffs by selling them Ambetter plans that had neither the full benefits required by law nor
the full benefits represented to Plaintiffs in plan documents.
F. The Ambetter Enterprise’s scheme to defraud could not have been executed without
Defendant Centene Corp. and its subsidiaries using their separate legal incorporation
to facilitate racketeering activity.
152. Centene Corp.’s decision to operate through various subsidiaries that it
acquires as needed is what makes the Ambetter Enterprise’s scheme to defraud possible.
Each subsidiary is functionally separate, with different rights and responsibilities, and
performs different roles in the Enterprise by using separate legal incorporation to facilitate
racketeering activity. The Ambetter Enterprise operated to corrupt Centene Corp.
subsidiaries and to use those separate corporate forms to defraud millions of consumers.
– 38 –
153. In May 2014, Ambetter plans were sold in only nine states. Currently, the
plans are sold in just over half of the states. This was accomplished, and could only be
accomplished, through the acquisition and use of subsidiaries.
154. For example, Defendant Celtic—which Centene Corp. acquired in 2008 and
then corrupted—performs an important role in the enterprise as it is licensed to sell insurance
in every state except New York and has thus far enabled the Ambetter Enterprise to sell
Ambetter plans in eight states.
155. As Centene’s Senior VP of Corporate Development Jesse Hunter told investors
at the time, the acquisition of Celtic was based on Centene’s belief that solutions regarding
the uninsured would be implemented at the state (not federal) level:
[A]t the end of the day our objectives and our mission is to provide
solutions for States and we just couldn’t do a good job of that without
having some solution with respect to individual and uninsured. So
that’s really what’s driving the Celtic strategy. Why Celtic in
particular? They have a national presence. They’re in 49 markets.
They’ve got 20 years of experience in this market.
There’s a lot of credibility that they have both with their existing
customers and within the industry. And their skill sets are very
complementary to ours particularly as we look at underwriting, that’s
something that’s unique for us. It’s more traditional on a commercial
setting so I think when we put their skill set combined with our skill
sets we’ll be able to provide a wide range of solutions for our State
customers.49
156. In 2016 Centene Corp. acquired Health Net of Arizona, Inc.50 (now operating
under the trade name Arizona Complete Health), a company that had a contract to provide
49
Centene Corporation Annual Investor Day – Final, FD (FAIR DISCLOSURE) WIRE
(Jan. 8, 2008) (emphasis added) (LEXISNEXIS).
Health Net of Arizona Inc. is a wholly owned subsidiary of Health Net LLC, which
50
Centene Corp. purchased in 2016.
– 39 –
managed-care plans to Medicaid beneficiaries in Arizona. This gave the Ambetter Enterprise
a foothold in Arizona, which it then used to sell its Ambetter plans to low-income residents
of the state.
157. Consistent with the strategy described above, the Ambetter Enterprise linked
the Ambetter plan sold in Arizona to the local Medicaid brand by calling the plan “Ambetter
from Arizona Complete Health.”
158. Similarly, in 2020 Centene Corp. completed its acquisition of Wellcare Health
Plans, Inc., which owns both the Meridian Health Plan of Illinois, Inc. and Meridian Health
Plan of Michigan, Inc. Both Meridian entities had contracts to provide Medicaid
managed-care plans in their respective states.
159. Once again, the Ambetter Enterprise linked the Ambetter plan sold in
Michigan to the local Medicaid brand by calling the plan “Ambetter from Meridian.”
160. These three examples are illustrative of how each member of the Ambetter
Enterprise performs a different role in the Enterprise and uses its separate legal incorporation
to facilitate racketeering activity:

Ambetter plan and originated the scheme to defraud, providing
high-level direction to other members of the Enterprise.

Centene Corp. subsidiaries to ensure that all of the members of the
Enterprise work toward a common purpose of defrauding
consumers and function as a continuing unit.
c. Each Centene Corp. subsidiary that has a contract to provide

Medicaid plans in a state lends its name/brand to the Ambetter
plan in that state so that persons who lose Medicaid coverage are
more likely to purchase the Ambetter plan.
– 40 –
d. Each subsidiary that has a contract to provide Medicaid plans in a

state receives notice from the state when a person on their plan is
no longer eligible for Medicaid. The subsidiary then uses that
information to target that person with promotional materials for
the Ambetter plan. (The subsidiary either sells the Ambetter plan
itself or provides the consumer’s information to the subsidiary that
does.)
e. The subsidiaries that provide Medicaid managed-care plans or

Ambetter plans in each state have the necessary licenses to do so,
without which the scheme could not work. These licenses are
difficult to obtain; Centene Corp. has specifically acquired and
corrupted Defendant Celtic and other companies because they are
licensed to sell health plans in certain states.
161. The scheme to defraud millions of people across 26 states could not have been
implemented by Defendant Centene Corp.—or any other company—acting alone.
162. The subsidiary that sells the Ambetter plan in each state must maintain a
license to sell health insurance on that state’s exchange and often also has a contract with
that state to provide Medicaid managed-care plans.
163. If, for example, Centene Corp. wanted to sell Ambetter plans without its
subsidiaries, it would need to obtain a license to do so in each of the 26 states where the plan
is now offered. But it is extremely difficult for any single corporate entity to obtain the
licenses and state Medicaid contracts in 26 states, as evidenced by Centene Corp.’s statement
in its 10-K for the fiscal year ended on December 31, 2020:
The process for obtaining authorization to operate as a managed care

organization, health insurance plan, prescription drug plan, pharmacy
or provider organization is complex . . . . [U]nder both state managed
care organization statutes and insurance laws, our health plan
subsidiaries, as well as our applicable specialty companies, must
comply with minimum statutory capital and other financial solvency
requirements, such as deposit and surplus requirements. Insurance
regulations may also require prior state approval of acquisitions of
– 41 –
other managed care organization businesses and the payment of

dividends, as well as notice for loans or the transfer of funds. Our
subsidiaries are also subject to periodic state and federal reporting
requirements. In addition, each health plan and individual healthcare
provider must meet criteria to secure the approval of state regulatory
authorities before implementing certain operational changes, including
without limitation changes to existing offerings, the development of
new product offerings, certain organizational restructurings and, in
some states, the expansion of service areas.51
G. Centene Corp. and Centene Management obtain their subsidiaries by acquiring

companies that previously offered legitimate health insurance services and then use
the subsidiaries to further the Ambetter Enterprise.
164. It is not just a matter of Defendants using preexisting subsidiaries to facilitate
the fraudulent scheme, although, as set forth above, Defendants did so. Defendants actively
sought out and acquired companies—including those companies’ resources, facilities,
contacts, and brand names—that had previously offered legitimate health-insurance services
to become part of the Ambetter Enterprise.
165. Defendants specifically target the low-income market. As stated by Rone
Baldwin, Centene’s Executive VP of the Insurance Group, Defendants seek to leverage
“a narrow network of . . . Medicaid providers who have experience serving this target
market.” Accordingly, Defendants seek out and acquire as subsidiaries companies that have
experience providing managed-care plans to Medicaid beneficiaries. Prior to being acquired
and incorporated into the Ambetter Enterprise, these companies generally provided
established managed-care plans to beneficiaries.
51
SEC Form 10-K Filed by Centene Corp. for Fiscal Year Ended Dec. 31, 2020,
at 15, available at https://investors.centene.com/sec-filings/all-sec-filings/content/
0001071739-21-000039/0001071739-21-000039.pdf.
– 42 –
166. The reason for Defendants’ strategy is not just the difficulty of obtaining
licensing state-by-state, although that alone is a substantial motive. The strategy also allows
Defendants to leverage the existing structure of facilities and resources, including
information in the possession of the Medicaid managed-care organizations, and brand names
that become subsidiaries in the Ambetter Enterprise so that the acquired companies can then
play the requisite role in ensuring the Enterprise’s growth and success.
167. Once acquired, Defendants subsume the beneficiaries that were already on the
plans offered by the subsidiary prior to acquisition. Those beneficiaries are familiar with the
quality and level of managed care provided, which lends an air of credibility to the Ambetter
Enterprise. The Ambetter Enterprise relies on “churning” between Medicaid coverage and
private coverage and, accordingly, is dependent upon current and new beneficiaries believing
that the Ambetter plan will provide them with the same coverage they or others previously
received through Medicaid.
168. For example, in 2016 Centene acquired Health Net of Arizona, Inc., a
company that had a contract to provide managed-care plans to Medicaid beneficiaries in
Arizona. Health Net of Arizona, Inc. now operates under the trade name Arizona Complete
Health as part of the Ambetter Enterprise and offers “Ambetter from Arizona Complete
Health.”
169. Likewise, in 2020 Centene Corp. acquired Wellcare Health Plans, Inc., which
owns both the Meridian Health Plan of Illinois, Inc. and Meridian Health Plan of Michigan,
Inc., both of which had contracts to provide Medicaid managed-care plans in their respective
states.
170. Once again, the Ambetter Enterprise linked the Ambetter plan sold in
Michigan to the local Medicaid brand by calling the plan “Ambetter from Meridian.”
– 43 –
171. Through these acquisitions of subsidiaries—including not just the licensing
and other attributes discussed above—Defendants obtained control of companies that were
offering legitimate health-insurance services and had established names and brand
recognition. These acquisitions provided the resources, contacts, and facilities that were then
used as instruments of the Ambetter Enterprise and ensured the functioning and success of
the Enterprise
H. The Ambetter Enterprise defrauded not only consumers, but also the federal
government.
172. In addition to defrauding consumers, the Ambetter Enterprise also defrauds
the federal government of hundreds of millions of dollars a year.
173. This is no coincidence, as the Enterprise’s strategy from the beginning has
been that Ambetter plans would target low-income persons who are eligible for a government
subsidy for plans purchased through the ACA exchanges.
174. As Ed Kroll, Centene’s Senior VP of Finance, said about the strategy
underlying the sale of Ambetter plans: “I think it’s a very complementary strategy to our core
Medicaid strategy that we are doing in the exchanges. We’re focused on low-income people.
90% of our exchange lives are getting a subsidy.”52
175. Michael Neidorff, Centene Corp.’s Chairman, president, and CEO, has
emphasized the same strategy: “You can see the gold, bronze, platinum, gold. There’s
essentially nothing there. We’re in the silver, which has the highest subsidy. We have 92%
subsidies on them right now -- over 90% in subsidies, which tells you we continue to attract
the population we are looking for.”53
52
Centene Corp at Wells Fargo Healthcare Conference, supra note 5 (emphasis added).
Centene Corp 2017 Financial Guidance and Investor Day – Final, FD (FAIR DISCLOSURE)
53
WIRE (Dec. 16, 2016) (emphasis added) (LEXISNEXIS).
– 44 –
176. Again, the Ambetter plans could not be sold on the ACA exchanges but for the
Ambetter Enterprise’s misrepresentations to federal and state governments about those
plans—including misrepresentations about the plans’ provider networks.
177. The Enterprise’s misrepresentations to governmental authorities enable the
Enterprise to sell to consumers Ambetter plans that fail to satisfy federal and state laws.
178. And because the federal government is paying up to 90% of the premiums for
Ambetter plans, the Ambetter Enterprise is defrauding the federal government of hundreds of
millions—potentially billions—of dollars every year.
V. CLASS ACTION ALLEGATIONS

179. Plaintiffs bring this action on behalf of themselves and under Federal Rule of
Civil Procedure 23(a), (b)(2), and (b)(3), on behalf of themselves and all other similarly
situated.
180. Subject to confirmation, clarification, or modification based on discovery to be
conducted in this action, the Classes that Plaintiffs seek to represent are defined as follows:
The Federal-Law Class:
All persons who paid premiums for an Ambetter brand

health-insurance plan during the Class Period while residing in
Arizona, Arkansas, California, Florida, Georgia, Illinois, Indiana,
Kansas, Kentucky, Louisiana, Michigan, Mississippi, Missouri,
Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, North
Carolina, Ohio, Oklahoma, Pennsylvania, South Carolina, Tennessee,
Texas, or Washington.
The State-Law Subclasses:
The Arizona Class: All persons who paid premiums for an Ambetter
brand health-insurance plan during the Class Period while residing in
the state of Arizona.
– 45 –
The California Class: All persons who paid premiums for an

Ambetter brand health-insurance plan during the Class Period while
residing in the state of California.
The Florida Class: All persons who paid premiums for an Ambetter
the state of Florida.
The Illinois Class: All persons who paid premiums for an Ambetter
the state of Illinois.
The Kentucky Class: All persons who paid premiums for an Ambetter
the state of Kentucky.
The Nebraska Class: All persons who paid premiums for an Ambetter
the state of Nebraska.
The Nevada Class: All persons who paid premiums for an Ambetter
the state of Nevada.
The New Jersey Class: All persons who paid premiums for an
residing in the state of New Jersey.
The New Mexico Class: All persons who paid premiums for an
residing in the state of New Mexico.
The North Carolina Class: All persons who paid premiums for an
residing in the state of North Carolina.
The Pennsylvania Class: All persons who paid premiums for an

residing in the Commonwealth of Pennsylvania.
– 46 –
The Washington Class: All persons who paid premiums for an

residing in the state of Washington.
181. For purposes of this action, the Class Period is defined as August 5, 2018
through the present.
182. Excluded from the Class are Defendants and any entity in which any
Defendant has a controlling interest, as well as any Defendant’s legal representatives,
officers, directors, assignees, and successors.
183. Members of the Class are so numerous that joinder of all Class Members is
impractical. Currently, over 2 million persons are paying for Ambetter health-insurance
plans. Thus, Class Members number in the millions. Class Members are readily identifiable
from information and records in Defendants’ possession.
184. Plaintiffs’ claims are typical of the claims of the members of the Class.
Plaintiffs and Class Members were aggrieved by the same wrongful conduct of Defendants
acting through the Ambetter Enterprise: all Plaintiffs and Class Members were sold Ambetter
plans, which failed to provide (1) benefits required by state and federal laws and regulations,
and (2) benefits represented in the marketing materials and the insurance documents
themselves. Thus, all Plaintiffs and Class Members were fraudulently overcharged for their
Ambetter plans.
185. Plaintiffs will fairly and adequately protect and represent the interests of the
Class. The interests of Plaintiffs are coincident with, and not antagonistic to, those of the
other members of the Class.
186. Plaintiffs are represented by counsel with experience in the prosecution of class
actions and in particular with class actions raising claims under RICO.
– 47 –
187. Questions of law and fact common to the members of the Class predominate
over questions that may affect only individual Class Members because Defendants have
acted on grounds generally applicable to the entire Class, thereby making damages with
respect to the Class as a whole appropriate. Such generally applicable conduct is inherent in
Defendants’ wrongful actions.
188. Questions of law and fact common to the Class include:
a. Whether the Ambetter Enterprise exists and is a RICO enterprise

as alleged.
b. Whether each Defendant was associated with the Ambetter

Enterprise.
c. Whether Ambetter plans provide the full benefits required by state

and federal laws and regulations.
d. Whether Ambetter plans provide the full benefits represented in the

marketing materials and the insurance documents themselves.
e. Whether Defendants engaged in a pattern of racketeering activity

by committing two or more instances of mail or wire fraud.
f. Whether Defendants conducted, or participated in, the conduct of

the Ambetter Enterprise through a pattern of racketeering activity.
g. Whether Defendants knowingly devised or participated in a

scheme to defraud person who purchased Ambetter plans.
h. Whether Defendants intended to defraud persons who purchased

Ambetter plans.
i. Whether Defendants’ scheme to defraud involved materially false

or fraudulent pretenses, representations, or promises.
j. Whether, for the purpose of carrying out the scheme to defraud or

attempting to do so, Defendants (i) used or caused the use of the
United States Mails or a private or commercial interstate carrier, or
(ii) caused interstate wire communications.
– 48 –
k. Whether persons who purchased Ambetter plans were

overcharged.
l. The proper measure of damages for the fraudulent overcharges

incurred by persons who purchased Ambetter plans.
m. Whether the Ambetter Enterprise affected interstate commerce.
189. Class-action treatment is a superior method for the fair and efficient
adjudication of the controversy. Such treatment will permit a large number of similarly
situated persons to prosecute their common claims in a single forum simultaneously,
efficiently, and without the unnecessary duplication of evidence, effort, or expense that
numerous individual actions would engender. The benefits of proceeding through the
class-action mechanism, including providing injured persons or entities a method for
obtaining redress on claims that could not practicably be pursued individually, substantially
outweighs potential difficulties in management of this class action.
190. Plaintiffs know of no special difficulty to be encountered in the maintenance of
this action that would preclude its maintenance as a class action.
VI. CLAIMS FOR RELIEF

Claim 1: Violations of the Racketeer Influenced and
Corrupt Organizations Act, 18 U.S.C. § 1962(c)
191. Plaintiffs repeat and incorporate by reference all preceding paragraphs and
allegations.
192. This claim is brought against all Defendants on behalf of members of the
putative Federal-Law Class (“Class Members” for purposes of Plaintiffs’ claims under federal
law).
– 49 –
193. Defendants’ sale of Ambetter plans is a violation of RICO, 18 U.S.C.
§ 1962(c), that has injured Plaintiffs and Class Members in their property, thereby entitling
Plaintiffs and Class Members to recover treble damages, id. § 1964(c).
194. Each Defendant is a “person” for purposes of the RICO statute, 18 U.S.C.
§ 1962(c).
195. Each Defendant is associated with the Ambetter Enterprise, which consists of
Defendants and at least 26 other corporate entities.
196. The Ambetter Enterprise engages in and affects interstate commerce.
197. Each Defendant conducts or participates in the conduct of the Ambetter
Enterprise’s affairs through a pattern of racketeering activity.
198. Defendants’ pattern of racketeering activity consists of millions of violations of
the federal mail- and wire-fraud statutes, 18 U.S.C. §§ 1341, 1343.
199. Defendants formed a scheme to accomplish the purpose of getting low-income
consumers to purchase Ambetter health-insurance plans. The scheme was profitable, as it
involved not only premiums paid by plan members but also various moneys from the federal
government in the form of subsidies for the Ambetter Silver plans purchased by low-income
persons.
200. Defendants’ scheme to defraud was and is intended to deceive low-income
consumers into purchasing Ambetter plans by means of materially false or fraudulent
pretenses, representations, and promises.
201. The scheme involves materially false representations to consumers about the
benefits they would receive under Ambetter plans, including (among other things)
misrepresentations about which providers were in-network, which medical services the plan
would reimburse providers for, and which medications were on the plan formulary.
– 50 –
202. The scheme also involves materially false representations to federal and state
governments, as the Ambetter plans could not have been sold on the online exchanges
created by the ACA if Defendants and other members of the Ambetter Enterprise had not
falsely represented to government officials that Ambetter plans comply with federal and state
laws and regulations.
203. Defendants’ intent to defraud is evidenced by their conduct. Among other
things, the defects in the Ambetter plans (e.g., fake lists of in-network providers) are
consistent across the plans offered in 26 states. Moreover, the shortcomings in the Ambetter
plans have been known to Defendants for years as a result of lawsuits and regulatory actions
(e.g., in the State of Washington), and yet Defendants and the other members of the
Ambetter Enterprise continue to misrepresent the features of Ambetter plans.
204. The evidence of coverage, marketing materials, and other Ambetter plan
documents that consumers can access to decide whether to purchase an Ambetter plan
contain numerous false representations and promises, and those falsehoods are capable of
influencing consumers to purchase Ambetter plans.
205. Defendants caused millions of mailings and wire communications incident to
an essential part of their scheme to defraud consumers. Such mailings and wire
communications occurred every time that plan documents were sent to current or potential
Ambetter plan members; every time that a member of the Ambetter Enterprise electronically
filed Ambetter plan documents with a state’s online exchange; every time that an Ambetter
member paid their premium electronically; every time that an Ambetter plan sent an email to
a plan member or potential customer; and every time that members of the Ambetter
Enterprise emailed each other about Ambetter plans or discussed the plans over the phone.
– 51 –
206. All of these mailings and wire communications were both foreseeable and
incident to an essential part of Defendants’ fraudulent scheme.
207. Each Defendant and other member of the Ambetter Enterprise performs
distinct roles that facilitate the fraudulent scheme:

Ambetter plan and originated the scheme to defraud.

Centene Corp. subsidiaries who are members of the Ambetter
Enterprise to ensure that all of the members of the Enterprise work
toward a common purpose and function as a continuing unit.
c. Each member of the Ambetter Enterprise that has a contract to

provide Medicaid plans in a state lends its name/brand to the
Ambetter plan in that state so that persons who lose Medicaid
coverage are more likely to purchase the Ambetter plan.
d. Each member of the Ambetter Enterprise that has a contract to

provide Medicaid plans in a state receives notice from the state
when a person on their plan is no longer eligible for Medicaid. The
subsidiary then uses that information to target that person with
promotional materials for the Ambetter plan.
e. The members of the Ambetter Enterprise that provide Medicaid

managed-care plans or Ambetter plans in each state have the
necessary licenses to do so, without which the scheme could not
work. The licenses are difficult to obtain; Centene Corp. has
specifically acquired Health Net LLC, Wellcare Health Plans, Inc.,
Defendant Celtic, and other companies because they are licensed to
sell health plans in certain states.
208. It is exceedingly difficult—if not impossible—for a single corporate entity to
perform all of these distinct roles. Thus, Defendant Centene Corp.’s decision to operate
through subsidiaries facilitates Defendants’ fraudulent scheme.
– 52 –
209. Defendants’ violations of RICO injured Plaintiffs and Class Members in their
property by fraudulently overcharging them for Ambetter plans that delivered neither the
promised benefits nor the benefits required by law.
210. Defendants’ violations of RICO are the but-for cause of Plaintiffs’ and Class
Members’ injuries, as the fraudulent sale of Ambetter plans wrongfully deprived Plaintiffs
and Class Members of money.
211. Defendants’ violations also are the proximate cause of Plaintiffs’ and Class
Members’ injuries, as federal and state governments would not have permitted Ambetter
plans to be sold to consumers had Defendants not misrepresented the benefits available
through the plans.
Claim 2: Unjust Enrichment
212. Plaintiffs repeat and incorporate by reference all preceding paragraphs and
allegations.
213. This claim is brought against all Defendants on behalf of members of all of the
putative State-Law Subclasses (“Class Members” for purposes of this claim of unjust
enrichment).
214. Defendants appreciated, accepted, and retained the benefit bestowed upon
them under inequitable and unjust circumstances arising from Defendants’ conduct toward
Plaintiffs and Class Members as described herein.
215. Plaintiffs and Class Members have no adequate remedy at law.
216. Under the circumstances, it would be unjust and unfair for Defendants to be
permitted to retain any of the benefits obtained from the overcharges imposed on Plaintiffs
and Class Members
– 53 –
217. Defendants should be compelled to disgorge into a common fund or
constructive trust, for the benefit of Plaintiffs and Class Members, proceeds that they unjustly
received as a result of their pattern of racketeering activity and scheme to defraud Plaintiffs
and Class Members.
Claim 3: Violations of the Arizona Consumer Fraud Act,

Ariz. Rev. Stat. §§ 44-1521 through 44-1534
218. Plaintiffs hereby incorporate by reference the allegations contained in the
preceding paragraphs of this Complaint.
putative Arizona Class (“Class Members” for purposes of all claims under Arizona law).
220. Defendants, Plaintiffs, and Class Members all are persons within the meaning
of the Arizona Consumer Fraud Act.
221. At all relevant times, Defendants engaged in trade and commerce, and the sale
and advertisement of merchandise, within the meaning of the Arizona Consumer Fraud Act.
222. The Arizona Act makes unlawful “[t]he act, use or employment by any person
of any deception, deceptive or unfair act or practice, fraud, false pretense, false promise,
misrepresentation, or concealment, suppression or omission of any material fact with intent
that others rely on such concealment, suppression or omission, in connection with the sale or
advertisement of any merchandise whether or not any person has in fact been misled,
deceived or damaged thereby, is declared to be an unlawful practice.” Ariz. Rev. Stat. Ann.
§ 44-1522(A).
223. As alleged in this Complaint, Defendants’ conduct constitutes unfair and
deceptive acts or practices in violation of the Arizona Consumer Fraud Act.
224. Defendants violated the Act by, among other things, (i) falsely representing to
Class Members that medical providers who do not accept Ambetter insurance are in the
– 54 –
Ambetter provider network, and (ii) falsely promising Class Members that Ambetter health
plans cover certain medical services and medications, and then denying claims for those
medical services and medications.
225. Defendants intentionally and knowingly employed deception, deceptive or
unfair act or practice, fraud, false pretense, false promise, misrepresentation, or concealment,
and suppression and omission of material facts in connection with the advertising and sale of
Ambetter insurance plans.
226. Defendants intended that Class Members would rely on their deceptions, false
promises, and misrepresentations in deciding to purchase an Ambetter health plan.
227. The foregoing deceptive and unfair acts and practices, false promises, and
misrepresentations of material fact proximately caused Class Members to suffer an
ascertainable loss in the form of, among other things, overcharges incurred by paying for
Ambetter health plans that did not deliver the promised benefits.
228. Plaintiffs seek to recover for Class Members the overcharges they incurred as a
result of Defendants’ deceptive practices, as well as any other legal or equitable relief that the
Court deems just and appropriate.
Claim 4: Violations of the California Unfair Competition Law,

Cal. Bus. & Prof. Code §§ 17200 through 17594
putative California Class (“Class Members” for purposes of all claims under California law).
of the California Unfair Competition Law.
– 55 –
232. The statute makes unlawful “unfair competition,” which is defined as
“any unlawful, unfair or fraudulent business act or practice and unfair, deceptive, untrue or
misleading advertising.” Cal. Bus. & Prof. Code § 17200.
233. As alleged in this Complaint, Defendants’ conduct constitutes unfair
competition in violation of the California Unfair Competition Law.
234. Defendants violated the Law by, among other things, (i) falsely representing to
235. Defendants intentionally and knowingly mislead, deceived, and defrauded
Class Members in connection with the sale of Ambetter insurance plans.
237. The foregoing misleading, deceiving, and fraudulent acts by Defendants
proximately caused Class Members to suffer an ascertainable loss in the form of, among
other things, overcharges incurred by paying for Ambetter health plans that did not deliver
the promised benefits.
– 56 –
Claim 5: Violations of the Illinois Consumer Fraud and

Deceptive Business Practices Act, 815 ILCS 505/1 through 505/12
putative Illinois Class (“Class Members” for purposes of all claims under Illinois law).
of the Illinois Consumer Fraud and Deceptive Business Practices Act.
242. Plaintiffs and Class Members also are consumers within the meaning of the
Act.
243. At all relevant times, Defendants engaged in trade and commerce, and the sale
and advertisement of merchandise, within the meaning of the Illinois Consumer Fraud and
Deceptive Business Practices Act.
244. The Illinois Act makes unlawful “[u]nfair methods of competition and unfair
or deceptive acts or practices, including but not limited to the use or employment of any
deception fraud, false pretense, false promise, misrepresentation or the concealment,
suppression or omission of any material fact, with intent that others rely upon the
concealment, suppression or omission of such material fact, or the use or employment of any
practice described in Section 2 of the ‘Uniform Deceptive Trade Practices Act’ [815 ILCS
510/2] … in the conduct of any trade or commerce … whether any person has in fact been
misled, deceived or damaged thereby.” 815 ILCS 505/2.
deceptive acts or practices in violation of the Illinois Consumer Fraud and Deceptive
Business Practices Act.
– 57 –
247. Defendants intentionally and knowingly misrepresented material facts
regarding Ambetter health plans with the intent to mislead Class Members.
249. The foregoing deceptive and unfair acts and practices, false promises, and
misrepresentations of material fact proximately caused Class Members to suffer an
result of Defendants’ unfair and deceptive practices, as well as any other legal or equitable
relief that the Court deems just and appropriate.
Claim 6: Violations of the Kentucky Consumer Protection Act,

Ky. Rev. Stat. Ann. §§ 367.110 through 367.990
putative Kentucky Class (“Class Members” for purposes of all claims under Kentucky law).
of the Kentucky Consumer Protection Act.
– 58 –
254. At all relevant times, Defendants engaged in trade and commerce within the
meaning of the Kentucky Consumer Protection Act.
255. The Kentucky Act makes unlawful “[u]nfair, false, misleading, or deceptive
acts or practices in the conduct off any trade or commerce.” Ky. Rev. Stat. Ann. § 367.170.
256. As alleged in this Complaint, Defendants committed unfair, false, misleading,
and deceptive acts and practices in the conduct of trade and commerce in violation of the
Kentucky Consumer Protection Act.
258. Defendants intentionally and knowingly misrepresented or lied about material
facts regarding Ambetter health plans with the intent to mislead Class Members.
259. Defendants intended that Class Members would rely on their unfair, false,
misleading, and deceptive acts and practices in deciding to purchase an Ambetter health
plan.
260. Defendants’ unfair, false, misleading, and deceptive acts and practices
proximately caused Class Members to suffer an ascertainable loss in the form of, among
other things, overcharges incurred by paying for Ambetter health plans that did not deliver
the promised benefits.
result of Defendants’ unfair, false, misleading, and deceptive acts and practices, as well as
any other legal or equitable relief that the Court deems just and appropriate.
– 59 –
Claim 7: Violations of the Nebraska Consumer Protection Act,

Neb. Rev. Stat. §§ 59-1601 through 59-1623
putative Nebraska Class (“Class Members” for purposes of all claims under Nebraska law).
of the Nebraska Consumer Protection Act.
meaning of the Nebraska Consumer Protection Act.
266. The Nebraska Act makes unlawful “[u]nfair methods of competition and
unfair or deceptive acts or practices in the conduct of any trade or commerce.” Neb. Rev.
Stat. Ann. § 59-1602.
267. As alleged in this Complaint, Defendants committed unfair and deceptive acts
and practices in the conduct of trade and commerce in violation of the Nebraska Consumer
Protection Act.
269. Defendants intentionally and knowingly misrepresented or lied about material
facts regarding Ambetter health plans with the intent to deceive Class Members.
270. Defendants intended that Class Members would rely on their unfair and
deceptive acts and practices in deciding to purchase an Ambetter health plan.
– 60 –
271. Defendants’ unfair and deceptive acts and practices caused Class Members to
suffer an ascertainable loss in the form of, among other things, overcharges incurred by
paying for Ambetter health plans that did not deliver the promised benefits.
result of Defendants’ unfair and deceptive acts and practices, as well as any other legal or
equitable relief that the Court deems just and appropriate.
Claim 8: Violations of the Nevada Trade Regulation and Practices Act,

Nev. Rev. Stat. §§ 41.600, 589.0903 through 598.0999
274. This claim is brought by Plaintiffs against all Defendants on behalf of members
of the putative Nevada Class (“Class Members” for purposes of all claims under Nevada
law).
of the Nevada Trade Regulation and Practices Act.
276. The Nevada Act makes unlawful “deceptive trade practices,” including:
(i) ”[k]nowingly mak[ing] a false representation as to the characteristics, … uses, [or]
benefits, … of goods or services for sale,” Nev. Rev. Stat. § 598.0915(5); (ii)”[r]epresent[ing[
that goods or services for sale or lease are of a particular standard, quality or grade” if the
person making the representation “knows or should know that they are of another standard,
quality, grade, style or model,” id. § 598.0915(7); (iii) ”[f]ail[ing] to disclose a material fact in
connection with the sale or lease of goods or services,” id. § 598.0923(1)(b); and (iv) ”[u]sing
an unconscionable practice in a transaction,” id. § 598.0923(1)(e).
277. As alleged in this Complaint, Defendants’ conduct constitutes deceptive trade
practices in violation of the Nevada Trade Regulation and Practices Act.
– 61 –
279. Defendants intentionally and knowingly misrepresented material facts
regarding Ambetter health plans with the intent to mislead Class Members.
281. The foregoing deceptive trade practices proximately caused Class Members to
Claim 9: Violations of the New Jersey Consumer Fraud Act,

N.J. Stat. Ann. §§ 56:8-1 through 56:8-91
putative New Jersey Class (“Class Members” for purposes of all claims under New Jersey
law).
of the New Jersey Consumer Fraud Act.
– 62 –
286. At all relevant times, Defendants engaged in the sale and advertising of
merchandise within the meaning of the New Jersey Consumer Fraud Act.
287. The New Jersey Act makes unlawful “[t]he act, use or employment by any
person of any unconscionable commercial practice, deception, fraud, false pretense, false
promise, misrepresentation, or the knowing, concealment, suppression, or omission of any
material fact with intent that others rely upon such concealment, suppression or omission, in
connection with the sale or advertisement of any merchandise . . . or with the subsequent
performance of such person as aforesaid.” N.J. Stat. Ann. § 56:8-2.
288. As alleged in this Complaint, Defendants used and employed unconscionable
commercial practices, deception, fraud, false pretenses, false promises, misrepresentations,
and the knowing concealment, suppression, and omission of material facts with the intent
that others rely upon such concealment, suppression, or omission, in connection with the
sale and advertisement of Ambetter health insurance plans.
290. Defendants’ unlawful acts and practices caused Class Members to suffer an
– 63 –
Claim 10: Violations of New Mexico Unfair Practices Act,

N.M. Stat. §§ 57-12-1 through 57-12-22
of the putative New Mexico Class (“Class Members” for purposes of all claims under New
Mexico law).
of the New Mexico Unfair Practices Act.
meaning of the New Mexico Unfair Practices Act.
296. The New Mexico Act makes unlawful “[u]nfair or deceptive trade practices
and unconscionable trade practices in the conduct of any trade or commerce.” N.M. Stat.
Ann. § 57-12-3.
297. Unfair or deceptive trade practices are defined as “false or misleading oral or
written statement[s], visual description[s], or other representation[s] of any kind knowingly
made in connection with the sale . . . of goods or services . . . in the regular course of the
person’s trade or commerce, that may, tends to or does deceive or mislead any person,”
including: “representing that goods or services have sponsorship, approval, characteristics,
ingredients, uses, benefits or quantities that they do not have or that a person has a
sponsorship, approval, status, affiliation or connection that the person does not have” and
“failing to deliver the quality or quantity of goods or services contracted for.” Id. § 57-12-
2(D).
298. An unconscionable trade practice “means an act or practice in connection with
the sale, lease, rental or loan, or in connection with the offering for sale, lease, rental or loan,
– 64 –
of any goods or services, including services provided by licensed professionals, . . . that to a
person’s detriment: (1) takes advantage of the lack of knowledge, ability, experience or
capacity of a person to a grossly unfair degree; or (2) results in a gross disparity between the
value received by a person and the price paid.” Id. § 57-12-2(E).
deceptive trade practices in violation of the New Mexico Unfair Practices Act.
300. As alleged in this Complaint, Defendants’ conduct also constitutes an
unconscionable trade practice in violation of the Act.
302. Defendants intended that their unfair, deceptive, and unconscionable trade
practices would take advantage of Class Members by persuading them to purchase Ambetter
plans that don’t provide the advertised benefits, thereby resulting in a gross disparity between
the value received by Class Members and the price paid by Class Members.
– 65 –
Claim 11: Violations of the New Mexico Unfair Insurance Practices Act,
N.M. Stat. §§ 59A-16-1 through 59A-16-30
of the putative New Mexico Class (“Class Members” for purposes of all claims under New
Mexico law).
of the New Mexico Unfair Insurance Act.
308. Defendants are insurers within the meaning of the New Mexico Unfair
Insurance Practices Act.
309. The Act prohibits persons from “engag[ing] in . . . any practice which in [the
Act] is defined or prohibited as, or determined to be, an unfair method of competition, or
unfair or deceptive act or practice, or fraudulent,” N.M. Stat. Ann. § 59A-16-3, including:
 “mak[ing], publish[ing], issu[ing] or circulat[ing] any estimate,

illustration, circular, statement, sales presentation or comparison
which . . . misrepresents the benefits, advantages, conditions or
terms of any policy; [or] fails to disclose material facts reasonably
necessary to prevent other statements made from being
misleading,” id. § 59A-16-4(A), (G);
 “mak[ing], publish[ing], disseminat[ing], circulat[ing] or plac[ing]

before the public, or caus[ing], directly or indirectly, to be made,
published, disseminated, circulated or placed before the public, in a
newspaper, magazine or other publication, or in the form of a
notice, circular, pamphlet, letter or poster, or over any radio or
television station, or in any other way, any advertisement,
announcement or statement containing any assertion,
representation or statement with respect to any business subject to
the superintendent’s supervision under the Insurance Code, or with
– 66 –
respect to any person in the conduct of such business, which is

untrue, deceptive or misleading,” id. § 59A-16-5;
 “wilfully collect[ing] any sum as premium or charge for insurance

or other coverage, which insurance or coverage is not then
provided or in due course to be provided . . . by a policy issued by
an insurer,” id. § 59A-16-24.
310. Defendants violated the Act by, among other things, misrepresenting the
benefits, advantages, conditions, and terms of Ambetter policies; failing to disclose material
facts reasonably necessary to prevent other statements by Defendants from being misleading;
providing to the public advertisements, announcements, and statements containing
assertions, representations, and statements about Ambetter health insurance plans that were
untrue, deceptive, and misleading; and willfully collecting premiums for coverage that was
not provided by the Ambetter policies issues by Defendants.
311. Defendants’ officers, directors, and department heads authorized or knowingly
permitted Defendants’ agents, solicitors, and employees to commit the above unlawful acts
and had prior knowledge thereof.
312. The foregoing unlawful conduct caused Class Members to suffer an
– 67 –
Claim 12: Violations of the North Carolina Unfair and Deceptive

Practices Statute, N.C. Gen. Stat. §§ 75-1.1 through 75-35
putative North Carolina Class (“Class Members” for purposes of all claims under North
Carolina law).
316. At all relevant times, Defendants engaged in commerce within the meaning of
the North Carolina Unfair and Deceptive Practices Statute.
317. The North Carolina Statute makes unlawful “unfair or deceptive acts or
practices in or affecting commerce.” N.C. Gen. Stat. Ann. § 75-1.1(a).
318. As alleged in this Complaint, Defendants engaged in unfair and deceptive acts
in the sale and advertisement of Ambetter health insurance plans.
319. Defendants violated the North Carolina Statute by, among other things,
(i) falsely representing to Class Members that medical providers who do not accept Ambetter
insurance are in the Ambetter provider network, and (ii) falsely promising Class Members
that Ambetter health plans cover certain medical services and medications, and then denying
claims for those medical services and medications.
320. Defendants’ unlawful acts and practices caused Class Members to suffer an
– 68 –
Claim 13: Violations of the Pennsylvania Unfair Trade Practices and Consumer
Protection Law, 73 Pa. Stat. §§ 201-1 through 201-9.3
putative Pennsylvania Class (“Class Members” for purposes of all claims under Pennsylvania
law).
of the Pennsylvania Unfair Trade Practices and Consumer Protection Law.
meaning of the Pennsylvania Unfair Trade Practices and Consumer Protection Law.
326. The Pennsylvania Law makes unlawful certain enumerated “unfair or
deceptive acts or practices in the conduct of any trade or commerce,” 73 Pa. Stat. Ann.
§ 201-3, including: “[r]epresenting that goods or services have sponsorship, approval,
characteristics, ingredients, uses, benefits or quantities that they do not have”; “[r]epresenting
that goods or services are of a particular standard, quality or grade, . . . if they are of
another”; and “[e]ngaging in any other fraudulent or deceptive conduct which creates a
likelihood of confusion or of misunderstanding.” Id. § 201-2.
327. As alleged in this Complaint, Defendants’ actions constitute unfair and
deceptive acts and practices in the conduct of any trade or commerce in violation of the
Pennsylvania Unfair Trade Practices and Consumer Protection Law.
328. Defendants violated the Law by, among other things, (i) falsely representing to
– 69 –
329. Defendants intended that their unfair and deceptive acts and practices would
take advantage of Class Members by persuading them to purchase Ambetter plans that don’t
provide the advertised benefits.
Claim 14: Violations of the Washington Consumer Protection Act,

Wash. Rev. Code §§ 19.86.010 through 19.86.920
putative Washington Class (“Class Members” for purposes of all claims under Washington
law).
of the Washington Consumer Protection Act.
meaning of the Washington Consumer Protection Act.
335. The Washington Act makes unlawful “unfair or deceptive acts or practices in
the conduct of any trade or commerce.” Wash. Rev. Code Ann. § 19.86.020.
– 70 –
336. As alleged in this Complaint, Defendants’ actions constitute unfair and
deceptive acts and practices in the conduct of any trade or commerce in violation of the
Washington Act.
338. Defendants intended that their unfair and deceptive acts and practices would
take advantage of Class Members by persuading them to purchase Ambetter plans that don’t
provide the advertised benefits.
340. Moreover, Defendants’ unfair and deceptive acts and practices are injurious to
the public interest because the acts and practices have the capacity to injure other persons,
had the capacity to injure other persons during the Class Period, and did injure other persons
during the Class Period.
result of Defendants’ deceptive practices, as well as treble damages and any other legal or
– 71 –
VII. PRAYER FOR RELIEF
342. WHEREFORE, on behalf of themselves and the Class, Plaintiffs respectfully
request that this Court enter an Order:
a. Certifying this case as a class action under Federal Rule of Civil

Procedure 23(a), (b)(2), and (b)(3) on behalf of the Class defined
above, appointing Plaintiffs Matthew Havrilla, Cynthia Dawson,
Alden Henriksen, Melody DeSchepper, Christopher Tilton, and
Mark Hackett as representatives of the Class, and appointing their
counsel as Class Counsel;
b. Declaring that Defendants’ actions, as set out above, violate RICO,

18 U.S.C. § 1962(c);
c. Awarding treble damages based on the overcharges incurred by

Plaintiffs and Class Members as a result of Defendants’ pattern of
racketeering activity and scheme to defraud, 18 U.S.C. § 1964(c);
d. Declaring that Defendants’ actions, as set out above, violate the

Arizona Consumer Fraud Act, the California Unfair Competition
Law, Illinois Consumer Fraud and Deceptive Business Practices
Act, the Kentucky Consumer Protection Act, the Nebraska
Consumer Protection Act, the Nevada Trade Regulation and
Practices Act, the New Jersey Consumer Fraud Act, the New
Mexico Unfair Practices Act, the New Mexico Unfair Insurance
Practices Act, the North Carolina Unfair and Deceptive Practices
Statute, the Pennsylvania Unfair Trade Practices and Consumer
Protection Law, and the Washington Consumer Protection Act;
e. Awarding any and all damages based on overcharges incurred by

Plaintiffs and Class Members as a result of Defendants’ violations
of the Arizona Consumer Fraud Act, the California Unfair
Competition Law, Illinois Consumer Fraud and Deceptive
Business Practices Act, the Kentucky Consumer Protection Act,
the Nebraska Consumer Protection Act, the Nevada Trade
Regulation and Practices Act, the New Jersey Consumer Fraud
Act, the New Mexico Unfair Practices Act, the New Mexico
Unfair Insurance Practices Act, the North Carolina Unfair and
– 72 –
Deceptive Practices Statute, the Pennsylvania Unfair Trade

Practices and Consumer Protection Law, and the Washington
Consumer Protection Act;
f. Awarding injunctive and other equitable relief as is necessary to

protect the interests of the Class, including, among other things, an
order requiring Defendants to cease their pattern of racketeering
activity and scheme to defraud through the sale of Ambetter plans
that provide neither the full benefits required by state and federal
laws and regulations, nor the full benefits represented in the
marketing materials and the insurance documents;
g. Awarding Plaintiffs and the Class their reasonable litigation

expenses and attorneys’ fees;
h. Awarding Plaintiffs and the Class pre- and post-judgment interest,

to the extent allowable; and
i. Awarding such other and further relief as equity and justice may
require.
VIII. JURY DEMAND

343. Plaintiffs demand a trial by jury on all issues so triable.
Dated: August 5, 2022 /s/ Kenneth A. Wexler

Kenneth A. Wexler
Justin N. Boley
Zoran Tasić
WEXLER BOLEY & ELGERSMA LLP
311 S. Wacker Drive, Suite 5450
Chicago, IL 60606
Tel: (312) 346-2222
Fax: (312) 346-0022
[email protected]
[email protected]
[email protected]
– 73 –
Daniel E. Gustafson
(pro hac vice forthcoming)
Daniel C. Hedlund
Michelle J. Looby
Anthony J. Stauber
GUSTAFSON GLUEK PLLC
120 South Sixth Street, Suite 2600
Minneapolis, MN 55402
Tel: (612) 333-8844
Fax: (612) 339-6622
[email protected]
[email protected]
[email protected]
[email protected]
Beth E. Terrell
Jennifer Rust Murray
Amanda M. Steiner
TERRELL MARSHALL LAW GROUP
936 North 34th Street, Suite 300
Seattle, Washington 98103
Tel: (206) 816-6603
Fax: (206) 319-5450
[email protected]
[email protected]
[email protected]
Seth R. Lesser
Sarah Sears
KLAFTER LESSER LLP
Two International Drive, Suite 350
Rye Brook, NY 10573
Telephone: (914) 934-9200
[email protected]
[email protected]
– 74 –
Adam J. Zapala
COTCHETT, PITRE & MCCARTHY, LLP
840 Malcolm Road
Burlingame, CA 94010
Tel: (650) 697-6000
Fax: (650) 697-0577
[email protected]
Alexander Barnett
COTCHETT, PITRE & MCCARTHY, LLP
40 Worth Street, Suite 602
New York, NY 10013
Tel: (212) 201-6820
Fax: (917) 398-7753
[email protected]
Attorneys for Plaintiffs and

Proposed Classes
– 75 –

Class Action Lawsuit

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Case: 1:22-cv-04126 Document #: 1 Filed: 08/05/22 Page 1 of 78 PageID #:1

IN THE UNITED STATES DISTRICT COURT FOR THE

MATTHEW HAVRILLA, CYNTHIA

CENTENE CORPORATION; CENTENE

CLASS ACTION COMPLAINT

V. Class Action Allegations......................................................................................... 45

Plaintiffs Matthew Havrilla, Cynthia Dawson, Alden Henriksen, Melody

Centene Corporation, Centene Management Company LLC, and Celtic Insurance

purchase health-insurance plans sold by subsidiaries of Centene Corporation (“Centene

by Defendants Centene Corp. and Centene Management Company LLC (“Centene

Management”), and executed by those Defendants in conjunction with Defendant Celtic

millions of consumers across 26 states. The millions of consumers—most of them

to enjoin Defendants from further unlawful conduct.

2. Centene Corp. is a giant in the health-insurance industry. The company’s total

of 2022. As of July 2022, the company’s market cap is $52.43 billion.

3. Through its numerous subsidiaries—including Defendants Centene

Management and Celtic—the company is the largest provider of Medicaid managed-care

than 15 million persons nationally.

ACA plans under the brand name Ambetter.

5. Ambetter plans are currently sold on exchanges in 26 states. Over 2 million

persons currently pay for Ambetter brand plans.1

moderate costs when [they] need care.”3

ranges from 60% to 95%.

getting [government] subsidies.”5

ensuring Ambetter members have access to the care they need.”8

11. In reality, the sale of Ambetter plans is an ever-expanding scheme to defraud

WIRE (Sept. 4, 2019) (emphasis added) (LEXISNEXIS).

out-of-pocket for out-of-network providers because no in-network provider is available.

reduces the number of in-network providers.

for medical care that the Ambetter plan purportedly covered.

and state laws.

Centene Management, and Celtic—and at least 26 other Centene Corp. subsidiaries—is

and wire fraud (18 U.S.C. § 1343).

so millions of times as an essential part of the scheme—sending Ambetter plan documents

or over the phone.

RICO, 18 U.S.C. § 1962(c).

19. Defendants and Centene Corp. subsidiaries involved in this pattern of

racketeering activity constitute a RICO enterprise (“the Ambetter Enterprise”).

20. The Ambetter Enterprise’s decision to operate through subsidiaries facilitates

managed-care plans to Medicaid beneficiaries.

perpetrated by the Ambetter Enterprise operates as follows:

a. A person is a Medicaid beneficiary in Florida and is enrolled in a

c. Sunshine Health is notified by Florida that the person is no longer

d. This information is conveyed to Celtic Insurance Company, which

e. Celtic sends materials to the person who just lost Medicaid

f. The words “from Sunshine Health” in the name of the Ambetter

g. The person purchases the Ambetter plan, only to discover that it

a. Defendants Centene Corp. and Centene Management designed the

b. Defendant Centene Management coordinates between the various

c. Each Centene Corp. subsidiary that has a contract to provide

d. Each subsidiary that has a contract to provide Medicaid plans in a

e. The subsidiaries that provide Medicaid managed-care plans or

24. As members of the Ambetter Enterprise, Defendants have been defrauding

consumers since the ACA health-insurance exchanges went online in 2013.

[and] failed to provide an adequate network of providers.”14

26. Unfortunately, such administrative action by states has not deterred

Defendants are reaping through their racketeering activity.

permanent injunction putting an end to Defendants’ fraudulent and unlawful conduct.

and purportedly covered under the Ambetter policy.

rheumatologists—namely, rheumatologists who accepted Ambetter insurance.

receiving a list of in-network rheumatologists, he complained again.

website listing them as having offices in Tucson.

the hospital for a week.