On December 6, 2019 (the Closing Date), Centene Corporation, issued $1,000,000,000 in aggregate principal amount of 4.75% Senior Notes due 2025 (the Additional 2025 Notes), $2,500,000,000 in aggregate principal amount of 4.25% Senior Notes due 2027 (the 2027 Notes) and $3,500,000,000 in aggregate principal amount of 4.625% Senior Notes due 2029 (the 2029 Notes, and together with the Additional 2025 Notes and the 2027 Notes, the Notes). The Notes were sold to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A and to non-U.S. persons outside the United States in reliance on Regulation S. The Notes have not been registered under the Securities Act of 1933, as amended (the Securities Act), or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Company intends to use the net proceeds of the 2027 Notes and the 2029 Notes and a portion of the net proceeds of the Additional 2025 Notes to finance the cash consideration payable in connection with the Company's previously announced acquisition (the Merger) of WellCare Health Plans Inc. (WellCare) and to pay related fees and expenses. The Company expects to use the remainder of the net proceeds of the Additional 2025 Notes for general corporate purposes, including the repayment of revolver borrowings. The Additional 2025 Notes will be issued under an Indenture, dated as of December 6, 2019 (the Additional 2025 Notes Indenture), by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee). The Additional 2025 Notes will mature on January 15, 2025. Interest on the Additional 2025 Notes is payable on January 15 and July 15 of each year, beginning on January 15, 2020. The 2027 Notes will be issued under an Indenture, dated as of December 6, 2019 (the 2027 Notes Indenture), by and between the Company and the Trustee. The 2027 Notes will mature on December 15, 2027. Interest on the 2027 Notes is payable on June 15 and December 15 of each year, beginning on June 15, 2020. The 2029 Notes will be issued under an Indenture, dated as of December 6, 2019 (the 2029 Notes Indenture, and together with the Additional 2025 Notes Indenture and the 2027 Notes Indenture, the Indentures), by and between the Company and the Trustee. The 2029 Notes will mature on December 15, 2029. Interest on the 2029 Notes is payable on June 15 and December 15 of each year, beginning on June 15, 2020. At any time prior to January 15, 2020, the Company may redeem the Additional 2025 Notes, in whole or in part, at a price equal to 100% of the principal amount of the Additional 2025 Notes redeemed, plus any accrued and unpaid interest thereon and a make-whole premium. The Company may redeem the Additional 2025 Notes, in whole or in part, at any time on or after January 15, 2020 at redemption prices of 103.563%, 102.375% and 101.188% of the principal amount thereof if the redemption occurs during the 12-month periods beginning on January 15 of the years 2020, 2021 and 2022, respectively, and at a redemption price of 100% of the principal amount thereof on and after January 15, 2023, in each case plus accrued and unpaid interest, if any, to the redemption date. At any time prior to December 15, 2022, the Company may redeem the 2027 Notes, in whole or in part, at a price equal to 100% of the principal amount of the 2027 Notes redeemed, plus any accrued and unpaid interest thereon and a make-whole premium. The Company may redeem the 2027 Notes, in whole or in part, at any time on or after December 15, 2022 at redemption prices of 102.125%, 101.417% and 100.708% of the principal amount thereof if the redemption occurs during the 12-month periods beginning on December 15 of the years 2022, 2023 and 2024, respectively, and at a redemption price of 100% of the principal amount thereof on and after December 15, 2025, in each case plus accrued and unpaid interest, if any, to the redemption date. In addition, at any time prior to December 15, 2022, the Company may redeem up to 40% of the aggregate principal amount of the 2027 Notes at a redemption price of 104.25% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, with an amount equal to or less than the net cash proceeds of one or more qualifying equity offerings. At any time prior to December 15, 2024, the Company may redeem the 2029 Notes, in whole or in part, at a price equal to 100% of the principal amount of the 2029 Notes redeemed, plus any accrued and unpaid interest thereon and a make-whole premium. The Company may redeem the 2029 Notes, in whole or in part, at any time on or after December 15, 2024 at redemption prices of 102.313%, 101.542% and 100.771% of the principal amount thereof if the redemption occurs during the 12-month periods beginning on December 15 of the years 2024, 2025 and 2026, respectively, and at a redemption price of 100% of the principal amount thereof on and after December 15, 2027, in each case plus accrued and unpaid interest, if any, to the redemption date. In addition, at any time prior to December 15, 2024, the Company may redeem up to 40% of the aggregate principal amount of the 2029 Notes at a redemption price of 104.625% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, with an amount equal to or less than the net cash proceeds of one or more qualifying equity offerings.