On February 13, 2020 (the ‘Closing Date’), Centene Corporation (‘Centene’ or the ‘Company’), issued $2,000,000,000 in aggregate principal amount of 3.375% Senior Notes due 2030 (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 offering, together with available cash on hand, to complete a redemption of all of its outstanding 4.75% Senior Notes due 2022 and all of its outstanding 6.125% Senior Notes due 2024, including all premiums, accrued interest and costs and expenses related to the redemptions. Pending the application of the net proceeds of the offering for the foregoing purposes, net proceeds may temporarily be used for general corporate purposes. The Notes will be issued under an Indenture, dated as of February 13, 2020 (the “Indenture”), by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the ‘Trustee’). The Notes will mature on February 15, 2030. Interest on the Notes is payable on February 15 and August 15 of each year, beginning on August 15, 2020. At any time prior to February 15, 2025, the Company may redeem the Notes, in whole or in part, at a price equal to 100% of the principal amount of the Notes redeemed, plus any accrued and unpaid interest thereon and a “make-whole” premium. The Company may redeem the Notes, in whole or in part, at any time on or after February 15, 2025 at redemption prices of 101.688%, 101.125% and 100.563% of the principal amount thereof if the redemption occurs during the 12-month periods beginning on February 15 of the years 2025, 2026 and 2027, respectively, and at a redemption price of 100% of the principal amount thereof on and after February 15, 2028, in each case plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If the Company experiences specific kinds of changes of control, it will be required to offer to purchase the Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest. The Notes will be senior unsecured obligations of the Company and will be equal in right of payment with all of the Company’s existing and future senior indebtedness and will be senior in right of payment to any of the Company’s existing and future subordinated debt. The Notes will not be guaranteed by any of the Company’s subsidiaries. The Indenture provides for customary events of default, including failure to make required payments; failure to comply with certain agreements or covenants; failure to pay, or acceleration of, certain other material indebtedness; certain events of bankruptcy and insolvency; and failure to pay certain judgments. An event of default under the Indenture will allow either the Trustee or the holders of at least 25% in principal amount of the then outstanding Notes to accelerate, or in certain cases, will automatically cause the acceleration of, the amounts due under the Notes. The foregoing descriptions of the Notes and the Indenture are qualified in their entirety by reference to the full text of the Indenture. The Company and Barclays Capital Inc. entered into a registration rights agreement for the Notes (the “Registration Rights Agreement”), pursuant to which the Company agreed to use its reasonable best efforts to file a registration statement to permit the exchange of the Notes for registered notes having terms substantially identical thereto (except that the registered notes will not contain terms with respect to transfer restrictions) or, in the alternative, the registered resale of the Notes, under certain circumstances. If the Company fails to satisfy its obligations under the Registration Rights Agreement, the Company will be required to pay additional interest to holders of the Notes.