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Section 1: 425 (425)

FILED BY CENTENE CORPORATION
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
AND DEEMED FILED PURSUANT TO RULE 14a-12
UNDER THE SECURITIES EXCHANGE ACT OF 1934

SUBJECT COMPANY: WELLCARE HEALTH PLANS, INC.
COMMISSION FILE NO. 001-32209

The following is an investor update presentation in connection with Centene Corporation’s proposed acquisition of WellCare Health Plans, Inc.



 Investor Update  May 2019 
 

 Cautionary Statement on Forward-Looking StatementsAll statements, other than statements of current or historical fact, contained in this communication are forward-looking statements. Without limiting the foregoing, forward-looking statements often use words such as “believe,” “anticipate,” “plan,” “expect,” “estimate,” “intend,” “seek,” “target,” “goal,” “may,” “will,” “would,” “could,” “should,” “can,” “continue” and other similar words or expressions (and the negative thereof). In particular, these statements include, without limitation, statements about Centene’s future operating or financial performance, market opportunity, growth strategy, competition, expected activities in completed and future acquisitions, including statements about the impact of Centene’s proposed acquisition of WellCare Health Plans, Inc. (the “WellCare Transaction”), Centene’s recent acquisition (the “Fidelis Care Transaction”) of substantially all the assets of New York State Catholic Health Plan, Inc., d/b/a Fidelis Care New York (“Fidelis Care”), investments and the adequacy of Centene’s available cash resources. These forward-looking statements reflect Centene’s current views with respect to future events and are based on numerous assumptions and assessments made by us in light of Centene’s experience and perception of historical trends, current conditions, business strategies, operating environments, future developments and other factors Centene believes appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties and are subject to change because they relate to events and depend on circumstances that will occur in the future, including economic, regulatory, competitive and other factors that may cause Centene’s or its industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions. All forward-looking statements included in this filing are based on information available to us on the date of this communication. Except as may be otherwise required by law, Centene undertakes no obligation to update or revise the forward-looking statements included in this communication, whether as a result of new information, future events or otherwise, after the date of this filing. You should not place undue reliance on any forward-looking statements, as actual results may differ materially from projections, estimates, or other forward-looking statements due to a variety of important factors, variables and events including, but not limited to, the following: (i) the risk that regulatory or other approvals required for the WellCare Transaction may be delayed or not obtained or are obtained subject to conditions that are not anticipated that could require the exertion of management’s time and Centene’s resources or otherwise have an adverse effect on Centene; (ii) the risk that Centene’s stockholders do not approve the issuance of shares of Centene common stock in the WellCare Transaction; (iii) the risk that WellCare’s stockholders do not adopt the merger agreement; (iv) the possibility that certain conditions to the consummation of the WellCare Transaction will not be satisfied or completed on a timely basis and accordingly the WellCare Transaction may not be consummated on a timely basis or at all; (v) uncertainty as to the expected financial performance of the combined company following completion of the WellCare Transaction; (vi) the possibility that the expected synergies and value creation from the WellCare Transaction will not be realized, or will not be realized within the expected time period; (vii) the exertion of management’s time and Centene’s resources, and other expenses incurred and business changes required, in connection with complying with the undertakings in connection with any regulatory, governmental or third party consents or approvals for the WellCare Transaction; (viii) the risk that unexpected costs will be incurred in connection with the completion and/or integration of the WellCare Transaction or that the integration of WellCare will be more difficult or time consuming than expected; (ix) the risk that potential litigation in connection with the WellCare Transaction may affect the timing or occurrence of the WellCare Transaction or result in significant costs of defense, indemnification and liability; (x) a downgrade of the credit rating of Centene’s indebtedness, which could give rise to an obligation to redeem existing indebtedness; (xi) unexpected costs, charges or expenses resulting from the WellCare Transaction; (xii) the possibility that competing offers will be made to acquire WellCare; (xiii) the inability to retain key personnel; (xiv) disruption from the announcement, pendency and/or completion of the WellCare Transaction, including potential adverse reactions or changes to business relationships with customers, employees, suppliers or regulators, making it more difficult to maintain business and operational relationships; and (xv) the risk that, following the WellCare Transaction, the combined company may not be able to effectively manage its expanded operations. Additional factors that may cause actual results to differ materially from projections, estimates, or other forward-looking statements include, but are not limited to, the following: (i) Centene’s ability to accurately predict and effectively manage health benefits and other operating expenses and reserves; (ii) competition; (iii) membership and revenue declines or unexpected trends; (iv) changes in healthcare practices, new technologies, and advances in medicine; (v) increased healthcare costs, (vi) changes in economic, political or market conditions; (vii) changes in federal or state laws or regulations, including changes with respect to income tax reform or government healthcare programs as well as changes with respect to the Patient Protection and Affordable Care Act and the Health Care and Education Affordability Reconciliation Act, collectively referred to as the Affordable Care Act (“ACA”), and any regulations enacted thereunder that may result from changing political conditions or judicial actions, including the ultimate outcome of the District Court decision in “Texas v. United States of America” regarding the constitutionality of the ACA; (viii) rate cuts or other payment reductions or delays by governmental payors and other risks and uncertainties affecting Centene’s government businesses; (ix) Centene’s ability to adequately price products on federally facilitated and state-based Health Insurance Marketplaces; (x) tax matters; (xi) disasters or major epidemics; (xii) the outcome of legal and regulatory proceedings; (xiii) changes in expected contract start dates; (xiv) provider, state, federal and other contract changes and timing of regulatory approval of contracts; (xv) the expiration, suspension, or termination of Centene’s contracts with federal or state governments (including but not limited to Medicaid, Medicare, TRICARE or other customers); (xvi) the difficulty of predicting the timing or outcome of pending or future litigation or government investigations; (xvii) challenges to Centene’s contract awards; (xviii) cyber-attacks or other privacy or data security incidents; (xix) the possibility that the expected synergies and value creation from acquired businesses, including, without limitation, the Fidelis Care Transaction, will not be realized, or will not be realized within the expected time period; (xx) the exertion of management’s time and Centene’s resources, and other expenses incurred and business changes required in connection with complying with the undertakings in connection with any regulatory, governmental or third party consents or approvals for acquisitions, including the Fidelis Care Transaction; (xxi) disruption caused by significant completed and pending acquisitions, including, among others, the Fidelis Care Transaction, making it more difficult to maintain business and operational relationships; (xxii) the risk that unexpected costs will be incurred in connection with the completion and/or integration of acquisition transactions, including, among others, the Fidelis Care Transaction; (xxiii) changes in expected closing dates, estimated purchase price and accretion for acquisitions; (xxiv) the risk that acquired businesses, including Fidelis Care, will not be integrated successfully; (xxv) the risk that, following the Fidelis Care Transaction, Centene may not be able to effectively manage its expanded operations; (xxvi) restrictions and limitations in connection with Centene’s indebtedness; (xxvii) Centene’s ability to maintain the Centers for Medicare and Medicaid Services (CMS) Star ratings and maintain or achieve improvement in other quality scores in each case that can impact revenue and future growth; (xxviii) availability of debt and equity financing, on terms that are favorable to us; (xxxix) inflation; and (xxx) foreign currency fluctuations.  
 

 This list of important factors is not intended to be exhaustive. We discuss certain of these matters more fully, as well as certain other factors that may affect Centene’s business operations, financial condition and results of operations, in Centene’s filings with the Securities and Exchange Commission (the “SEC”), including the registration statement on Form S-4 filed by Centene with the Securities and Exchange Commission on May 3, 2019 (the “Registration Statement”), and Centene’s Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Due to these important factors and risks, Centene cannot give assurances with respect to Centene’s future performance, including without limitation Centene’s ability to maintain adequate premium levels or Centene’s ability to control its future medical and selling, general and administrative costs.Important Additional Information and Where to Find ItIn connection with the WellCare Transaction, on May 3, 2019, Centene filed with the SEC the Registration Statement, which included a prospectus with respect to the shares of Centene’s common stock to be issued in the WellCare Transaction and a joint proxy statement for Centene’s and WellCare’s respective stockholders (the “Joint Proxy Statement”). These materials have not yet been declared effective, are not yet final and may be amended. After the Registration Statement has been declared effective by the SEC, each of Centene and WellCare will send the Joint Proxy Statement to its stockholders. Each of Centene and WellCare may file other documents regarding the WellCare Transaction with the SEC. This communication is not a substitute for the Registration Statement, the Joint Proxy Statement or any other document that Centene or WellCare may send to their respective stockholders in connection with the WellCare Transaction. INVESTORS AND SECURITY HOLDERS OF CENTENE AND WELLCARE ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT CENTENE, WELLCARE, THE WELLCARE TRANSACTION AND RELATED MATTERS. Investors and security holders of Centene and WellCare are able to obtain free copies of the Registration Statement, the Joint Proxy Statement and other documents (including any amendments or supplements thereto) containing important information about Centene and WellCare through the website maintained by the SEC at www.sec.gov. Centene and WellCare make available free of charge at www.centene.com and www.ir.wellcare.com, respectively, copies of materials they file with, or furnish to, the SEC.Participants In The SolicitationCentene, WellCare and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from the stockholders of Centene and WellCare in connection with the WellCare Transaction. Information about the directors and executive officers of Centene is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which was filed with the SEC on February 19, 2019, its proxy statement for its 2019 annual meeting of stockholders, which was filed with the SEC on March 8, 2019, and on its website at www.centene.com. Information about the directors and executive officers of WellCare is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which was filed with the SEC on February 12, 2019, its proxy statement for its 2019 annual meeting of stockholders, which was filed with the SEC on April 8, 2019, and on its website at www.ir.wellcare.com. Investors may obtain additional information regarding the interest of such participants and a description of their direct and indirect interests, by security holdings or otherwise, by reading the Registration Statement, the Joint Proxy Statement and other materials filed with the SEC in connection with the WellCare Transaction. You may obtain these documents free of charge through the website maintained by the SEC at www.sec.gov and from the websites of Centene or WellCare as described above.No Offer or SolicitationThis communication is for informational purposes only and does not constitute, or form a part of, an offer to sell or the solicitation of an offer to sell or an offer to buy or the solicitation of an offer to buy any securities, and there shall be no sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law. 
 

 Centene + WellCare:A Compelling Combination to Continue Building Shareholder Value 
 

 5      $700M+  Long-term run-rate net cost synergies  EPSAccretive  Mid-single digit adj. EPS accretion in Year 2  Combined 2019E revenues1  Combined 2019E EBITDA  23M+  Combined members across 50 states   $99B  $5B  #1 Medicaid: Enhances leadership position in Medicaid#1 Health Insurance Market Place: Opportunity to penetrate additional Medicaid markets#1 LTSS: Market leader with opportunity to grow#4 Medicare: Scaled platform that can compete in the largest managed care marketWell positioned to capitalize on duals opportunityStrengthens national footprintLong-Term Value CreationUpside beyond $700M run-rate net synergies, with additional cost reduction and growth opportunities across markets and productsLong-term opportunity to deliver services and capabilities across government relationships  +  Source: Company filingsNote: All amounts shown reflect estimates1 Based on guidance midpoints  Creating the Premier Healthcare Enterprise Focused on Government-Sponsored Programs 
 

         Marketplace1  Medicaid    Medicare / Medicare PDP    Other  2019E Combined Revenue: $99B  +      Note: Revenue breakdowns by product for WellCare are based on 2018A1 Marketplace category includes all commercial product revenue2 Based on guidance midpoint  2019E Revenue: $73B2   2019E Revenue: $26B  6  Centene + WellCare: A Compelling, Diversified Government Programs Portfolio 
 

 Combined National Footprint Across All 50 States  7  33 states  50 states    Source: Company filingsNote: Centene membership data as of 3/31/19, shown pro forma to include in-progress acquisitions expected to commence operations in Iowa and North Carolina (both subject to closing conditions and regulatory approval); WellCare membership as disclosed in the Q1 2019 10-Q and pro forma for acquired AET PDP membership; Medicare Part D available in all 50 states1 Includes commercial large and small group  Medicaid:Medicare:Medicare PDP: Marketplace:Other:  12.7M  4.0M  2.0M  3.7M  23.4M  Total  1                                                                                                                                                                    Medicaid or Medicare    Medicare / Medicaid / Marketplace  HI  AK  1.0M  30 states  50 states  21 states  28 states  1    Health plan operations  17 states with all 3 products, Medicaid, Medicare and Marketplace, including CA, FL, NY and TX    Medicaid and Medicare  + 
 

 Leader in Government-Sponsored Programs  8  Membership Overview in Millions  23.4  20.6  15.1  10.9  10.4  4.7  Medicaid:#1  Medicare:#4  Health Insurance Marketplace:#1  Source: Company filings; CMSNote: Centene membership data as of 3/31/19; WCG membership data as disclosed in the Q1 2019 10-Q and pro forma for acquired AET PDP membership1 Medicare membership includes Medicare Advantage, Medicare Supplement, Special Needs Plans, Duals and Part D Plans2 Excludes commercial large and small group3 Marketplace membership shown based on public filings as available  3  1  2  +  + 
 

 Well-Positioned in Key Growth Markets  9  Source: Bank of America, Piper Jaffray, Stephens equity research1 Includes ABD, CHIP, and TANF and does not include Duals and LTSS  Market Dynamics  2019E Market Opportunity  Rank  MEDICAID1  MEDICAREADVANTAGE  DUALS  LTSS  Expanded scale to better serve state members more efficientlyLarge Medicaid expansion opportunityLarge RFP pipeline  Significant market growth and penetration potential in Managed MedicareStrong demographic and enrollment growthSteadily improving penetration  Medically complex “duals” population choosing Managed Medicare11M duals in the US todayNeed for better care coordination from Medicaid / Medicare  Largest long-term growth opportunity in MedicaidUnder-penetrated population; states continuing to outsource high-acuity populationLarge RFP pipeline    ~$240B    ~$285B    ~$181B    ~$167B  #1  #4  #1  #1  Market leadership across Medicaid and Medicare products, with significant white space opportunity  MARKETPLACE  National leader in health insurance marketplaceStrong overlap with existing marketsAttractive member retention rates    ~$57B  #1  + 
 

 Combined Best in Class Capabilities  10        Strong Technology Foundation    Pharmacy  Medicare /Medicare PDP  Medicaid  Health Insurance Marketplace    Other Specialty Services  ~$30B of combined pharmacy spend1  1 Includes Medicare PDP  + 
 

 $271billion  TargetedPipeline  11  Correctional Healthcare  Health Insurance Marketplace  Federal Services  Medicaid  Medicare  International  Dual Eligibles 
 

     States    70  Solutions  8  Then: Centene’s Focused Approach in 2008  12  + 
 

 Long-Term Opportunity to Continue Expanding Government Relationships  Populations & Products  AZ  AR  CA  CT  FL  GA  HI  IL1  IN  IA2  KS  KY  LA  MD3  MA  ME  MI  MN  MS  MO  NC4  NE  NH  NJ  NM  NY  NV  OH  OR  PA  SC  TN  TX  VT  WA  WI                                                                                                      TANF   ●     ●    ●  ●  ●  ●  ●  ●  ●  ●  ●  ●      ●     ●  ●  ●  ●  ●  ●  ●  ●  ●  ●  ●    ●     ●    ●  ●   Medicaid Expansion  ●  ●  ●          ●  ●  ●  ●     ●  ●  ●      ●              ●  ●  ●  ●  ●  ●  ●               ●      CHIP   ●     ●    ●  ●  ●  ●  ●  ●  ●  ●  ●  ●       ●     ●  ●  ●  ●  ●  ●  ●  ●  ●  ●  ●    ●     ●    ●  ●   ABD (non-duals)  ●     ●    ●     ●  ●   ●   ●  ●  ●  ●  ●        ●     ●    ●  ●  ●  ●  ●  ●    ●  ●    ●     ●    ●  ●   ABD (Medicaid only dual-eligibles )  ●     ●    ●            ●  ●                            ●  ●    ●  ●    ●  ●   ●         ●       ●   Medicaid-Medicare Plans        ●            ●                      ●                        ●     ●      ●     ●           IDD                     ●     ●  ●                              ●                        ●           Long-Term Services and Supports       ●    ●    ●  ●    ●  ●                        ●  ●    ●  ●  ●    ●    ●       ●           Foster Care        ●    ●        ●   ●    ●    ●               ●  ●    ●  ●    ●  ●       ●          ●    ●      Medicare Advantage  ●  ●  ●  ●  ●  ●  ●  ●  ●    ●  ●  ●      ●  ●    ●  ●  ●      ●  ●  ●    ●  ●  ●  ●  ●  ●    ●  ●   Medicare Special Needs Plan  ●     ●    ●  ●                                                ●   ●     ●  ●  ●   ●      ●       ●   Health Insurance Marketplaces  ●  ●   ●     ●  ●    ●  ●     ●               ●      ●   ●   ●     ●      ●  ●  ●     ●    ●    ●   ●    ●     Commercial Insurance (Lrg & Sm Grp)  ●    ●                                                       ●            ●     Correctional Healthcare        ●  ●  ●   ●                    ●  ●       ●  ●          ●    ●            ●     ●     ●                                                                                 Specialty Health Solutions  AZ  AR  CA  CT  FL  GA  HI  IL  IN  IA  KS  KY  LA  MD  MA  ME  MI  MN  MS  MO  NC  NE  NH  NJ  NM  NY  NV  OH  OR  PA  SC  TN  TX  VT  WA  WI   Pharmacy Benefits   ●  ●  ●    ●  ●    ●   ●   ●  ●    ●        ●     ●     ●  ●  ●    ●  ●  ●  ●  ●  ●  ●  ●  ●    ●      Behavioral & Specialty Therapies  ●  ●  ●    ●  ●    ●  ●  ●  ●    ●        ●     ●  ●  ●  ●  ●    ●  ●  ●  ●  ●    ●   ●   ●    ●  ●   Life & Health Management  ●  ●  ●    ●  ●    ●  ●  ●  ●    ●  ●      ●    ●  ●  ●  ●  ●    ●  ●  ●  ●  ●  ●  ●  ●  ●    ●  ●   Primary Care Solutions            ●       ●   ●    ●                     ●                    ●             ●    ●  ●   Managed Vision  ●  ●  ●    ●  ●    ●  ●  ●  ●    ●        ●     ●  ●  ●  ●  ●    ●  ●  ●  ●  ●  ●  ●     ●    ●  ●   Dental Benefits  ●  ●       ●  ●    ●     ●  ●             ●     ●  ●            ●  ●    ●      ●      ●  ●      ●   Telehealth (Triage/Education)  ●  ●  ●    ●  ●    ●  ●    ●    ●  ●      ●     ●  ●  ●  ●  ●    ●  ●  ●  ●  ●  ●  ●  ●  ●    ●  ●   1 Illinois foster care contract is expected to start in 2019 or 20202 Iowa operations expected to commence July 1, 2019, subject to closing conditions and regulatory approval3 Managed Service Organization (MSO) contract4 North Carolina operations expected to commence November 1, 2019 and February 1, 2020, for WellCare and Centene respectively, subject to closing conditions and regulatory approval                                                                              13  Centene Existing PresenceWellCare Incremental Presence         + 
 

 14      Centene’s Track Record of Execution and Delivering on Investor Commitments  Exceptional Track Record…Industry-leading win rate on RFPsMarket leading revenue growthExpanding profitabilityInvesting for growthStrategic M&A to achieve scale and grow capabilities and government relationshipsWellCare acquisition is the next step in continuing to build shareholder value…All While Delivering on Financial CommitmentsMet or exceeded investor commitments in last 21+ quarters  +  +  +      1.3x      5.0x      2.7x  Three Strategic Acquisitions  Significant Revenue and EBITDA Growth  (Ratio of revenues at time of acquisition)  Revenue  Adj. EBITDA1  Source: Company filings1 Represents non-GAAP measure. See Appendix for reconciliation of non-GAAP measures  + 
 

 Demonstrated Ability to Integrate and Achieve Synergies  15      Source: Company filings1 Assumes Centene’s one-year average NTM P/E multiple of 15.6x (as of March 26, 2019) applied to $700M run-rate net cost synergies taxed at 26.0%  Track record of delivering on financial commitments and achieving deal synergiesgives us confidence in our financial outlook  Value creation of ~$8.1B based on average forward P/E multiple1  Acquisition Track Record  $700M+  Mid-single digit Adjusted EPS accretion by Year 2  Pre-tax synergies: $75M in Year 1, $150M in Year 2Adjusted EPS Accretion: >20% in Year 1Achieved initial synergy expectations  Pre-tax synergies: $25M in Y1, $100M in Year 2Adjusted EPS Accretion: High single digit in Year 1, low to mid teens in Year 2On track to achieve initial synergy expectations    (Announced July 2015)    (Announced September 2017)  Run-Rate NetCost Synergies  + 
 

 Prudent Capital Structure to SupportContinued Growth  16      Health Net Close: March 24, 2016Health Net Debt to Cap based on Q1 2016 and Q1 2017 10KFidelis Close: July 2, 2018Fidelis Debt to Cap based on Q3 2018 and Q1 2019 (6 months)  Path to Investment Grade  Debt to Cap at Close  ~40%  Mid-Upper 30%’s  Target Debt to Cap 12 – 18 monthsPost-Close    Flexible Balance Sheet to Make Continued Growth Investments  Proven Ability to Deliver Synergies and De-lever  Source: Company filings1 Based on debt-to-capital as of Q1 2019  1  (Announced July 2015)      (Announced September 2017)  Acquisition Track Record  + 
 

 Strong Track Record of Operational and Financial Performance 
 

 Centene’s Track Record of Consistent Outperformance and Disciplined Growth…  18        2013A    2018A  Revenue  $10.9B    $60.1B  Adj. EBITDA1  $0.4B    $2.4B  Adj. Diluted EPS1,2  $0.75    $3.54  Market Cap  $3.3B    $23.8B  Members  2.9M    14.0M  # of States  18    30    Total Growth  40.7%  43.1%  31.4%  CAGR  451%  500%  621%  383%  Source: Company filings1 Represents non-GAAP measure. See Appendix and/or company filings for reconciliation of Adjusted Diluted EPS.2 Reflects historical split-adjusted earnings per share.  372% 
 

 …And Shareholder Returns      Centene’s Long-Term Outperformance on Value Creation Relative to Peers and S&P 500  19  Source: FactSetNote: Reflects total shareholder returns as of March 26, 2019 (prior to deal announcement); peers include Aetna (prior to close of sale to CVS), Anthem, Humana, Molina, UnitedHealth, and WellCare; data reflects average of peer set 
 

 Strong Financial Performance  20      Source: Company filings1 Reflects midpoint of financial guidance provided in conjunction with Q1 2019 earnings announcement2 Reflects premium revenues less medical costs3 Reflects historical split-adjusted earnings per share. Represents non-GAAP measure. See Appendix for reconciliation of non-GAAP measures  Gross Profit2 ($B)  Total Revenue ($B)  Operating Income ($B)  Adjusted Diluted EPS3  (Guidance)1  (Guidance)1 
 

 Track Record of Achieving Financial Targets  21      Source: FactSet / Yahoo Finance consensus estimates1 Beat / Meet in a given quarter reflects actual results greater than or equal to Yahoo Finance consensus estimates; actual consensus differential within (0.5%) assumed to be neutral2 See Appendix and/or company filings for reconciliation of Adjusted Diluted EPS.  Total Revenues Have Beat or Met Consensus Expectations for 21+ Straight Quarters  Adjusted Diluted EPS2 Results Have Beat or Met Consensus Expectations for 21+ Straight Quarters  ($B) 
 

   Total Pipeline  Total Contracts      $113B    Targeted Pipeline  TargetedContracts      $88B     Realized or Anticipated Revenue1  ContractWins      $22B   RFPs Awarded Between 2014-2018  45  34  27  ~80% Win Rate  Centene has an Industry-Leading ~80% Medicaid Win Rate  22  Source: Company filings1 Anticipated annual revenue includes contract wins that have not yet gone live 
 

 Path Toward Integration 
 

 Committed to Successful Integration  24  Established Integration Management OfficeEngaged leading integration consultantConducting cultural assessmentIntegration planning underway  Integration Plan  Dedicated Integration Team  Functional Teams  Markets / Products  Provider Network  Operations  Quality / Care Management  HR  IT  Finance  Legal / Compliance  Pharmacy  Regulatory    CNC + WCG Executive Steering Committee    All Form A’s filed – 26 StatesAll Form E’s filed – 18 statesNotices or other change of control-related submissions to 28 other agenciesHSR submission 
 

 Significant Value Creation  25  ~$500M of annual net cost synergies by Year 2  Focus on accelerating synergy capture to increase year one accretion  Run-rate net cost synergies of ~$700M+    Near-TermSynergies    Long-Term Synergies  Initial G&A efficienciesScale benefits in pharmacy and medical cost management  Additional G&A synergiesFull systems consolidationProduct expansion in new markets  Source: Company filings 
 

 Well Positioned for Continued Long-Term Growth  26      Increased Product Diversification to Provide Enhanced Benefits to Members and Government Partners  Leader in Government-Sponsored Programs with National Footprint        Establishes a Nationwide Medicare Platform  Well Positioned to Capture Growth in Government Programs  Medicaid (including LTSS): only ~46% of Medicaid spend is managed by MCOs todayMedicare Advantage: ~65% of eligible population is below the 400% federal poverty levelDuals: significant opportunity in dually eligible market, where we are a leader  Strong Track Record of Value Creation  10 year TSR of 1,230%  Source: CMS, Piper Jaffray equity research 
 

 Shared Commitment to Local Communities  27          Shared commitment to communities in which our members, providers and employees live and work    Helping people live healthier lives through a localized approach and providing access to high-quality healthcare through a wide-range of affordable healthcare solutions    Leading the market with affordable, high-quality, culturally-sensitive healthcare services    Increased opportunities to more effectively address social determinants of health such as food insecurity, housing instability, unemployment and lack of access to transportation  Deeply Committed to Community Leadership 
 

 Appendix 
 

 Transaction Overview  29  Purchase Price  Ownership  Financing  $305.391 per WCG share, comprised of $120.00 in cash per share and 3.38 CNC shares per WCG share Represents ~32.1%2 premium for WCG shareholders; ~21.0%2 premium to 30-day VWAPTotal transaction value of $17.3B, including WCG debt  Financial Impact  Leadership & Governance  Headquarters  Closing  Current Centene shareholders will own approximately 71% and current WellCare shareholders will own approximately 29% of combined company   ~$500M in annual net cost synergies projected by year two; ~$700M in annual run-rate net cost synergies Mid single-digit percent adjusted EPS accretion projected in year two  Committed financing of $8.35B in place for cash portion of considerationDebt / cap ~40% at transaction close; target mid-to-upper 30%’s within 12 – 18 months post close  Michael Neidorff will serve as Chairman, President & CEO of combined companyKen Burdick and Andrew Asher expected to join senior leadership team in newly created positionsBoard to consist of 11 members, nine from Centene and two from WellCare  Headquartered in St. Louis, MO with substantial operations in Florida  Expected to close in the first half of 2020Subject to Centene and WellCare shareholder approvals and customary regulatory approvals  Source: Company filings1 Purchase price based on closing Centene share price on March 26, 2019; 2 Based on WellCare share price as of March 26, 2019 
 

 Intimate knowledge of the company and managed care sector20+ years in healthcare  Michael F. Neidorff (C)Chairman, President & CEO, Centene  An Experienced and Proven Board  30  5 of 9directors  Healthcare & Insurance Experience  4 of 9directors  Public Company Leadership  9 of 9directors  Significant M&A Experience  Extensive healthcare and service industry experienceDemonstrated public company leadership  Robert K. Ditmore (LD)Former President & COO, United Healthcare  Tech, sales and marketing expertiseDeep international experience in emerging markets  Orlando AyalaFormer VP & Chairman (Emerging Businesses), Microsoft  Accounting and tech expertise30+ years of consulting experience  Jessica L. BlumeFormer Vice Chairman, Deloitte  Insurance industry veteran 20+ years of executive experience  Frederick H. EppingerFormer President & CEO, The Hanover Insurance Group  Extensive political and legislative expertiseInvestment banking & healthcare experience  Richard A. GephardtFormer House Majority and Minority Leader  Deep financial expertiseStrong organizational leadership experience  John R. RobertsFormer Regional Managing Partner, Arthur Andersen  Extensive leadership expertise as a founder30+ years of tech experience  David L. StewardFounder & Chairman, World Wide Technology  Legal and healthcare policy expertiseHealthcare and executive leadership experience  Tommy G. ThompsonFormer Governor of Wisconsin and Secretary of HHSC  Source: Company filings(C) – Chairman (LD) – Lead Independent Director 
 

 31  ~36%Based on Current Analyst Estimates    Buy    Hold  Value Opportunity for Centene Shareholders Recognized by Research Community  Source: Bloomberg and FactSet1 Based on March 26, 2019 stock price  1 
 

 Research Community is Positive on Combination   32  “We think the combination makes sense strategically and financially and is directionally consistent with historical deal comps. We see upside to projections for the deal to be "minimally dilutive" in year 1 and mid-to-high single-digit accretive in year 2…”  March 27th  “The combined company brings clout to the market… We expect the company to benefit from enhanced scale in medical management in local markets and administrative savings. Furthermore, we expect to see growth in ancillary businesses across the larger footprint…”  March 27th  “Following its Health Net and Fidelis acquisitions, Centene should benefit from multi-year synergy opportunities and a more diversified product offering, which take the company to the next level. As a result, we believe Centene will continue to boast strong revenue and earnings growth prospects for years to come…”  March 28th  “There are a lot of positive catalysts coming up where CNC and WCG could gain share on RFPs…”  March 27th  “We have greater confidence in CNC's $500M synergy target and we are optimistic about the potential for upside given the conservatism embedded in the company's estimate…”  April 23rd   “…The deal also continues to diversify CNC’s business mix, particularly in MA/PDP, which would increase to 15% of the combined company’s revenue (vs 8% of CNC standalone)…Pharmacy also represents an opportunity, as the combined company will have ~$30B in pharmacy spend, which significantly expands the scale of CNC’s new PBM business…”  May 10th  “We remain bullish on the pending acquisition of WellCare and view the tie-up as a powerful combination. In addition, CNC remains firmly committed to the deal, integration planning is ongoing, we continue to view the company as a buyer not a seller and see clear challenges with the concept of a hostile…”  “First, the merger materially accelerates CNC's long-term strategy to advance its position in the Medicare market …Second, the combination serves to ease some of the concerns around near-term Medicaid re-procurement risks as the merger significantly expands CNC's already number one market position …”  May 10th   May 9th 
 

 Reconciliation of Non-GAAP Measures  ($ in millions)  Included in this presentation is Adjusted EBITDA. Management believes that this non-GAAP financial measure provides information that is useful to investors in understanding period-over-period operating results and enhances the ability of investors to analyze Centene’s business trends and performance. This non-GAAP financial measure should not be considered in isolation, or as a substitute for the corresponding GAAP financial measure and may not be comparable to similar measures used by other companies. A reconciliation of this non-GAAP financial measure with the most directly comparable financial measure calculated in accordance with GAAP follows. The Company cannot provide a reconciliation of certain forecasted non-GAAP metrics without unreasonable efforts. As such, they have been excluded from the reconciliation below.  Adjusted EBITDA is defined as net earnings attributable to Centene before interest expense, income taxes, depreciation, amortization (excluding senior note premium amortization), and non-cash stock compensation expense that we believe are not indicative of future performance.  33 
 

 Reconciliation of Non-GAAP Measures  ($ in millions)  Included in this presentation is Adjusted Diluted EPS. Management believes that this non-GAAP financial measure provides information that is useful to investors in understanding period-over-period operating results and enhances the ability of investors to analyze Centene’s business trends and performance. This non-GAAP financial measure should not be considered in isolation, or as a substitute for the corresponding GAAP financial measure and may not be comparable to similar measures used by other companies. A reconciliation of this non-GAAP financial measure with the most directly comparable financial measure calculated in accordance with GAAP follows:  Other adjustments include the following items: 2018 - the impact of retroactive changes to the California minimum medical loss ratio (MLR) of $30 million of expense or $0.06 per diluted share, net of an income tax benefit of $0.02; 2017 - (a) the Penn Treaty assessment expense of $56 million or $0.10 per diluted share, net of an income tax benefit of $0.06; (b) the cost sharing reduction (CSR) expense of $22 million or $0.04 per diluted share, net of an income tax benefit of $0.02; (c) the charitable contribution commitment of $40 million or $0.07 per diluted share, net of an income tax benefit of $0.05; and (d) the benefit associated with income tax reform of $125 million or $0.35 per diluted share; and 2016 – (a) the impact of retroactive changes to the California minimum medical loss ratio (MLR) of a $195 million benefit or $0.38 per diluted share, net of an income tax expense of $0.21; (b) the charitable contribution commitment of $50 million or $0.09 per diluted share, net of an income tax benefit of $0.06; and (c) the debt extinguishment cost of $11 million or $0.02 per diluted share, net of an income tax benefit of $0.01. Adjusted Diluted EPS is defined as GAAP diluted net earnings before amortization of acquired intangible assets, acquisition related expenses, other one time adjustments, and the tax impact of such adjustments, calculated on a per share basis. We believe these adjustments are not indicative of future performance. The amortization of acquired intangible assets per diluted share presented is net of the income tax benefit estimated to be $0.14 for the year ended December 31, 2019.The acquisition related expenses per diluted share presented is net of the income tax benefit estimated to be $0.04 for the year ended December 31, 2019.  34 


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