Obbligazione Centennia 4.75% ( US15135BAD38 ) in USD

Centennia

100 USD ▼

Stati Uniti

US15135BAD38 ( in USD )

4.75% per anno ( pagato 2 volte l'anno)

15/05/2022 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Centene US15135BAD38 in USD 4.75%, scaduta

1 000 USD

1 000 000 000 USD

15135BAD3

N/A

Centene Corporation è una società di gestione sanitaria statunitense che fornisce servizi di assistenza sanitaria gestita a individui con bassi redditi e anziani, operando principalmente attraverso programmi governativi.

The Obbligazione issued by Centennia ( United States ) , in USD, with the ISIN code US15135BAD38, pays a coupon of 4.75% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 15/05/2022

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Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-196037
CALCULATION OF REGISTRATION FEE(1)

Amount to be
Maximum offering
Maximum aggregate
Amount of
Title of each class of securities to be registered

registered

price per unit

offering price
registration fee(2)
4.75% Senior Notes due 2022

$500,000,000

101.75%

$508,750,000

$51,231.13

(1)
The information in this Calculation of Registration Fee Table updates, with respect to the securities offered hereby, the information set forth
in the Calculation of Registration Fee Table included in the Registrant's Registration Statement on Form S-3 (Registration No. 333-196037),
originally filed with the Commission on May 16, 2014.
(2)
The registration fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended, and shall be paid on a
deferred basis in accordance with Rule 456(b) under the Securities Act of 1933, as amended.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated May 16, 2014)

$500,000,000

Centene Corporation

4.75% Senior Notes due 2022

This is an offering by Centene Corporation of an aggregate principal amount of $500,000,000 of 4.75% senior notes due 2022, which we refer to herein as the "new notes." The
new notes are being offered as additional notes under an indenture pursuant to which we previously issued $500,000,000 aggregate principal amount of 4.75% senior notes due 2022
(such previously issued notes, the "existing notes"). As used herein, the term "notes" refers to both the new notes and the existing notes. The new notes will be treated as a single series
with the existing notes under the indenture governing the notes and will have the same terms and CUSIP number as the existing notes. The new notes and the existing notes will vote as
one class under the indenture governing the notes. Immediately after giving effect to the issuance of the new notes offered hereby, we will have $1,000,000,000 aggregate principal
amount of our 4.75% senior notes due 2022 outstanding. We will pay interest on the notes on May 15 and November 15 of each year, commencing, with respect to the new notes, on
November 15, 2016. The notes will mature on May 15, 2022.

At any time on or after May 15, 2019 we may redeem the notes at the prices set forth in this prospectus supplement. We may redeem the notes at any time prior to May 15, 2019,
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. If we undergo a
change of control under certain circumstances, we may be required to offer to purchase the notes from holders at a purchase price equal to 101% of the principal amount plus accrued
and unpaid interest.

The notes are our senior unsecured obligations and rank equally in right of payment with all of our existing and future senior debt and will be senior in right of payment to all of
our existing and future subordinated debt. The notes are not guaranteed by any of our subsidiaries and are only required to be guaranteed by any of our subsidiaries in limited
circumstances in the future. As a result, the notes are structurally subordinated to any obligations of our subsidiaries, including medical claims liability, accounts payable and accrued
expenses, unearned revenue and other long term liabilities. In addition, the notes are effectively junior to all of our existing and future secured obligations to the extent of the value of
the assets securing such obligations.

Investing in the new notes involves risks. See "Risk Factors" beginning on page S-10. Before investing in the new notes, you should
also consider the risks described under "Risk Factors" in our quarterly report on Form 10-Q for the quarter ended March 31, 2016.

Per New Note
Total

Price to the public(1)

101.75%
$508,750,000
Underwriting discounts and commissions

1.25%
$
6,250,000
Proceeds to us (before expenses)(2)

100.50%
$502,500,000
(1) Plus accrued interest from May 15, 2016.
(2) We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See "Underwriting (Conflicts of Interest)."

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
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supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Citigroup Global Markets Inc., on behalf of the underwriters, expects to deliver the new notes offered hereby to purchasers in book-entry form on or about June 14, 2016.

Joint Book-Running Managers
Citigroup
Barclays
SunTrust Robinson Humphrey
Wells Fargo Securities

Co-Managers
Morgan Stanley

Evercore ISI

Fifth Third Securities
Regions Securities LLC

US Bancorp

Prospectus Supplement dated June 9, 2016
Table of Contents
You should read this document together with additional information described under the heading "Where You Can Find More
Information." You should rely only on the information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information. We
are not making an offer of these securities in any state where the offer or sale is not permitted. You should not assume that the
information we have included in this prospectus supplement or the accompanying prospectus is accurate as of any date other than the date
of this prospectus supplement or the accompanying prospectus or that any information we have incorporated by reference is accurate as
of any date other than the date of the document incorporated by reference. If the information varies between this prospectus supplement
and the accompanying prospectus, the information in this prospectus supplement supersedes the information in the accompanying
prospectus. Neither this prospectus supplement nor the accompanying prospectus constitutes an offer, or an invitation on our behalf or on
behalf of the underwriters, to subscribe for and purchase any of the securities and may not be used for or in connection with an offer or
solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to
make such an offer or solicitation.

TABLE OF CONTENTS

Prospectus Supplement

Page
About This Prospectus Supplement
S-ii
Presentation of Financial Information
S-ii
Industry and Market Data
S-ii
Where You Can Find More Information
S-ii
Incorporation by Reference
S-iii
Cautionary Statement Concerning Forward-Looking Statements
S-iv
Summary
S-1
Summary Historical Consolidated Financial Information
S-7
Risk Factors
S-10
Use of Proceeds
S-15
Capitalization
S-16
Description of Other Indebtedness
S-17
Description of Notes
S-19
Material United States Federal Income Tax Considerations
S-63
Underwriting (Conflicts of Interest)
S-68
Legal Matters
S-74
Experts
S-74
Prospectus

Page
About This Prospectus

1
Risk Factors

2
Centene Corporation

3
Where You Can Find More Information

4
Incorporation by Reference

4
Use of Proceeds

4
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Cautionary Statement on Forward-Looking Statements

5
Description of Debt Securities

7
Plan of Distribution

16
Legal Matters

17
Experts

17

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ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the Securities and
Exchange Commission, or SEC, utilizing a "shelf" registration process. Under this shelf registration process, we may sell the securities described
in the accompanying prospectus from time to time. In this prospectus supplement, we provide you with specific information about the notes we are
selling in this offering and about the offering itself. Both this prospectus supplement and the accompanying prospectus include or incorporate by
reference important information about us and other information you should know before investing in the new notes. This prospectus supplement
also adds, updates and changes information contained or incorporated by reference in the accompanying prospectus. To the extent that any
statement we make in this prospectus supplement is inconsistent with the statements made in the accompanying prospectus, the statements made in
the accompanying prospectus are deemed modified or superseded by the statements made in this prospectus supplement. You should read both this
prospectus supplement and the accompanying prospectus, as well as the additional information in the documents described below under the heading
"Incorporation By Reference," before investing in the new notes.

Unless the context otherwise requires, the terms the "Company," "we," "us," "our" or similar terms and "Centene" refer to Centene
Corporation, together with its consolidated subsidiaries.

PRESENTATION OF FINANCIAL INFORMATION

The body of generally accepting accounting principles in the United States is referred to as "GAAP." A non-GAAP financial measure is
generally defined by the SEC as one that purports to measure historical or future financial performance, financial position or cash flows but
excludes or includes amounts that would not be so adjusted in the most comparable GAAP measure.

This prospectus supplement contains information relating to a non-GAAP measure, which we call "Adjusted EBITDA." Our measurement of
Adjusted EBITDA may not be comparable to those of other companies. Management believes that Adjusted EBITDA 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 to understand Centene's 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 to the most directly comparable financial measure calculated in accordance with GAAP is presented under "Summary --
Summary Historical Consolidated Financial Information.

INDUSTRY AND MARKET DATA

Throughout this prospectus supplement and the documents incorporated by reference herein, we rely on and refer to information and statistics
regarding the healthcare industry. We obtained this information and these statistics from various third-party sources, discussions with state
regulators and our own internal estimates. We believe that these sources and estimates are reliable, but we have not independently verified them
and cannot guarantee their accuracy or completeness.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document
we file at the SEC's Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on their public reference room. Our SEC filings are also available to the public at the SEC's website at http://www.sec.gov. Our
common stock is listed under the symbol "CNC" and traded on the New York Stock Exchange (the "NYSE"). You may also

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inspect the information we file with the SEC at the NYSE's offices at 20 Broad Street, New York, New York 10005. Information about us,
including our SEC filings, is also available at our Internet site at http://www.centene.com. However, the information on our Internet site is not a
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part of this prospectus supplement or the accompanying prospectus.

This prospectus supplement does not contain all of the information set forth in the registration statement or in the exhibits and schedules
thereto, in accordance with the rules and regulations of the SEC, and we refer you to that omitted information. The statements made in this
prospectus supplement pertaining to the content of any contract, agreement or other document that is an exhibit to the registration statement or the
documents incorporated by reference in this prospectus supplement necessarily are summaries of their material provisions and we qualify those
statements in their entirety by reference to those definitive agreements and those exhibits for complete statements of their provisions. The
documents incorporated by reference in this prospectus supplement and the registration statement and its exhibits and schedules are available at the
SEC's public reference room or through its website.

INCORPORATION BY REFERENCE

The SEC allows us to "incorporate by reference" information into this prospectus supplement. This means we can disclose important
information to you by referring you to another document filed separately with the SEC. The information we incorporate by reference is an
important part of this prospectus supplement, and information we subsequently file with the SEC will automatically update and supersede that
information. We incorporate by reference the documents listed below and any filings we make with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than the portions provided pursuant to Item 2.02 or
Item 7.01 of Form 8-K or other information "furnished" to the SEC) on or after the date of this prospectus supplement and before the termination of
the offering of the notes pursuant to this prospectus supplement (SEC File No. 001-31826). The documents we incorporate by reference are:

· our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 22, 2016;

· our Quarterly Report on Form 10-Q for the period ended March 31, 2016, filed with the SEC on April 26, 2016;

· our Current Reports on Form 8-K filed with the SEC on January 25, 2016, January 26, 2016 (second filing related to certain financial
information with respect to Health Net, Inc. and third filing related to the offering of certain senior notes in a transaction exempt from the

SEC's registration requirements), January 28, 2016, February 10, 2016, February 11, 2016, March 1, 2016, March 23, 2016, March 24,
2016 (as amended on May 10, 2016 and as further amended on June 9, 2016) and April 29, 2016; and

· our Definitive Proxy Statement on Schedule 14A filed with the SEC on March 11, 2016.

We encourage you to read our SEC reports, as they provide additional information about us which prudent investors find important. For
example, we filed the audited financial statements of Health Net, Inc. ("Health Net") and its subsidiaries as of December 31, 2015 and 2014, and
for each of the three years in the three-year period ended December 31, 2015, incorporated by reference herein from our Current Report on Form
8-K, with the SEC on March 24, 2016 (as amended). We will provide to each person, including any beneficial owner, to whom a prospectus
supplement is delivered, a copy of any or all of the information that has been incorporated by reference in the prospectus supplement but not
delivered with the prospectus supplement, at no charge upon written or oral request by contacting us at Centene Corporation, Attn: Corporate
Secretary, 7700 Forsyth Boulevard, St. Louis, Missouri 63105, telephone (314) 725-4477.

S-iii
Table of Contents
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

All statements, other than statements of current or historical fact, included or incorporated by reference in this prospectus supplement are
forward-looking statements. We have attempted to identify these statements by terminology including "believe," "anticipate," "plan," "expect,"
"estimate," "intend," "seek," "target," "goal," "may," "will," "would," "could," "should," "can," "continue" and other similar words or expressions
in connection with, among other things, any discussion of future operating or financial performance. In particular, these statements include
statements about our market opportunity, our growth strategy, competition, expected activities and future acquisitions, investments and the
adequacy of our available cash resources. We caution you that matters subject to forward-looking statements involve known and unknown risks
and uncertainties, including economic, regulatory, competitive and other factors that may cause our or our 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 or incorporated by reference in this prospectus supplement are based on information available to us
on the date of this prospectus supplement and we undertake no obligation to update or revise the forward-looking statements included or
incorporated by reference in this prospectus supplement, whether as a result of new information, future events or otherwise, after the date of this
prospectus supplement, except as required by law. Actual results may differ from projections or estimates due to a variety of important factors,
including but not limited to:

· our ability to accurately predict and effectively manage health benefits and other operating expenses and reserves;

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· competition;

· membership and revenue projections;

· timing of regulatory contract approval;

· changes in healthcare practices;

· changes in federal or state laws or regulations, including the Patient Protection and Affordable Care Act and the Health Care and

Education Affordability Reconciliation Act and any regulations enacted thereunder;

· changes in expected contract start dates;

· changes in expected closing date, estimated purchase price and accretion for acquisitions;

· inflation;

· foreign currency fluctuations;

· provider and state contract changes;

· new technologies;

· advances in medicine;

· reduction in provider payments by governmental payors;

· major epidemics;

· disasters and numerous other factors affecting the delivery and cost of healthcare;

· the expiration, cancellation or suspension of our managed care contracts with federal or state governments (including but not limited to

contracts under Medicaid, Medicare, and TRICARE programs);

· the outcome of our pending legal proceedings;

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· availability of debt and equity financing, on terms that are favorable to us;

· our ability to adequately price products on federally facilitated and state based Health Insurance Marketplaces;

· changes in economic, political and market conditions;

· the possibility that the expected synergies and value creation from acquired businesses, including, without limitation, the acquisition of

Health Net, will not be realized, or will not be realized within the expected time period; and

· the risk that acquired businesses will not be integrated successfully.

This list of important factors is not intended to be exhaustive. Before investing in the new notes, you should also consider the risks described
under "Risk Factors" in our quarterly report on Form 10-Q for the quarter ended March 31, 2016.

The risk factors included or incorporated by reference in the section titled "Risk Factors" contain a further discussion of these and other
important factors that could cause actual results to differ from expectations. We disclaim any current intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Due to these important
factors and risks, we cannot give assurances with respect to our future performance, including premium levels or our ability to control our future
medical costs.

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SUMMARY

This summary highlights information contained in this prospectus supplement, the accompanying prospectus and the documents
incorporated into each by reference. Because it is a summary, it does not contain all of the information that you should consider before
investing in the new notes. You should read the entire prospectus supplement, the accompanying prospectus and the documents incorporated
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by reference herein and therein carefully, including the sections titled "Risk Factors" and "Description of Notes" and the financial statements
and related notes thereto included or incorporated by reference in this prospectus supplement and the accompanying prospectus in their
entirety before making an investment decision.

Centene Corporation

We are a diversified, multi-national healthcare enterprise that provides programs and services to government sponsored healthcare
programs, focusing on under-insured and uninsured individuals. We provide member-focused services through locally based staff by assisting
in accessing care, coordinating referrals to related health and social services and addressing member concerns and questions. We also provide
education and outreach programs to inform and assist members in accessing quality, appropriate healthcare services. We believe our local
approach, including member and provider services, enables us to provide accessible, quality, culturally-sensitive healthcare coverage to our
communities. Our health management, educational and other initiatives are designed to help members best utilize the healthcare system to
ensure they receive appropriate, medically necessary services and effective management of routine, severe and chronic health problems,
resulting in better health outcomes. We combine our decentralized local approach for care with a centralized infrastructure of support
functions such as finance, information systems and claims processing.

On March 24, 2016, we acquired all of the issued and outstanding shares of Health Net for approximately $6.0 billion in cash and stock,
including the assumption of debt (the "Health Net Merger"). This strategic acquisition broadens our current service offerings, expanding our
Medicaid and Medicare programs. This acquisition also further diversifies our markets and products through the addition of government-
sponsored care under federal contracts with the U.S. Department of Defense and the U.S. Department of Veterans Affairs, as well as Medicare
Advantage products in new geographies. Our consolidated financial statements as of and for the three months ended March 31, 2016 reflect
eight days of Health Net operations, and the consolidated financial statements of Health Net for each of the three years in the period ended
December 31, 2015 are incorporated by reference into this prospectus supplement.

We operate in two segments: Managed Care and Specialty Services. Our Managed Care segment provides health plan coverage to
individuals through government subsidized programs, including Medicaid, the State Children's Health Insurance Program (CHIP), Long Term
Care (LTC), Foster Care, dual-eligible individuals (Duals), the Supplemental Security Income Program, also known as the Aged, Blind or
Disabled Program, or collectively ABD and Medicare (including the Medicare prescription drug benefit commonly known as "Part D").
Beginning in 2014, our Managed Care segment also provides health plan coverage to individuals covered through federally-facilitated and
state-based Health Insurance Marketplaces (HIM). Our Specialty Services segment consists of our specialty companies offering diversified
healthcare services and products to state programs, correctional facilities, healthcare organizations, employer groups and other commercial
organizations, as well as to our own subsidiaries. Our Specialty Services segment also includes programs with the U.S. Department of
Defense and U.S. Department of Veterans Affairs. For the year ended December 31, 2015, our Managed Care and Specialty Services
segments accounted for approximately 90% and 10%, respectively, of our total external premium and service revenues. For the quarter ended
March 31, 2016, our Managed Care and Specialty Services segments accounted for approximately 91% and 9%, respectively, of our total
external revenues.

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Our managed care membership totaled 11.5 million as of March 31, 2016. For the year ended December 31, 2015, our total revenues and
net earnings from continuing operations attributable to Centene were $22.8 billion and $356 million, respectively, and our total cash flow
from operations was $658 million. For the three months ended March 31, 2016, our total revenues and net loss from continuing operations
attributable to Centene were $7.0 billion and $16 million, respectively, and our total cash flow from operations was $195 million.

Our initial health plan commenced operations in Wisconsin in 1984. We were organized in Wisconsin in 1993 as a holding company for
our initial health plan and reincorporated in Delaware in 2001. Our corporate office is located at 7700 Forsyth Boulevard, St. Louis, Missouri
63105, and our telephone number is (314) 725-4477. Our common stock is publicly traded on the New York Stock Exchange under the ticker
symbol "CNC."

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The Offering
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The following summary describes the principal terms of the notes. Certain of the terms and conditions described below are subject to
important limitations and exceptions. See "Description of Notes" in this prospectus supplement and "Description of Debt Securities" in the
accompanying prospectus for a more detailed description of the terms and conditions of the notes. In this section "The Offering," the
"Company," "we," "our," or "us" refers only to Centene Corporation and not any of its subsidiaries.

Issuer
Centene Corporation.

Securities Offered
$500,000,000 aggregate principal amount of 4.75% senior notes due 2022.

The new notes are being offered as additional notes under the indenture pursuant to
which we previously issued the existing notes. The new notes will be treated as a single

series with the existing notes under the indenture and will have the same terms and
CUSIP number as the existing notes. The new notes and the existing notes will vote as
one class under the indenture governing the notes.

Maturity Date
The notes will mature on May 15, 2022.

Interest Rate
The notes will bear interest at a rate equal to 4.75% per annum. Interest on the new
notes will be deemed to have accrued from May 15, 2016.

Interest Payment Dates
Interest on the notes will be payable semi-annually on May 15 and November 15 of each
year, beginning, with respect to the new notes, on November 15, 2016.

Ranking
The notes are our senior unsecured obligations and:

· rank equally in right of payment with all of our existing and future senior debt,
including our 5.75% senior notes due 2017, our 5.625% senior notes due 2021, our

6.125% senior notes due 2024 and our revolving credit facility (our "Revolving Credit
Facility");

· rank senior in right of payment to any of our existing and future obligations that are

by their terms expressly subordinated or junior in right of payment to the notes;

· rank structurally subordinate to our subsidiaries' liabilities, including Health Net's

6.375% senior notes due 2017; and

· rank effectively subordinate in right of payment to any existing or future secured

obligations to the extent of the value of the assets securing such obligations.

As of March 31, 2016, after giving effect to this offering and the application of the
proceeds thereof, we had $3,836 million of senior debt outstanding and approximately
$105 million of issued and undrawn letters of credit, and our subsidiaries had $9,297
million of

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indebtedness and other liabilities outstanding, including medical claims liability,
accounts payable and accrued expenses, unearned revenue and other long term liabilities
(excluding intercompany liabilities). In addition, as of March 31, 2016, after giving
effect to this offering and the application of the proceeds thereof, we had $937 million of

available and undrawn borrowings under our Revolving Credit Facility (with an
uncommitted option to increase our Revolving Credit Facility by up to $250 million). Of
the outstanding letters of credit referenced above, $52 million are issued under our
Revolving Credit Facility.

Optional Redemption
At any time on or after May 15, 2019 we may redeem the notes, in whole or in part, at
the prices set forth in this prospectus supplement.

At any time prior to May 15, 2019 we 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
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unpaid interest thereon and a "make-whole" premium.

See "Description of Notes -- Optional Redemption."

Change of Control
If we experience specific kinds of changes of control, we will make an offer to purchase
all of the notes at a purchase price equal to 101% of the principal amount, plus accrued
and unpaid interest, if any, to the date of purchase. See "Description of Notes --
Repurchase at the Option of Holders -- Change of Control."

Asset Sale Proceeds
Upon certain asset sales we may be required to offer to purchase some of the notes with
certain of the proceeds of such sale at a price equal to 100% of their principal amount,
plus any accrued and unpaid interest to the date of purchase. See "Description of Notes
-- Repurchase at the Option of Holders -- Asset Sales."

Certain Covenants
The indenture that governs the notes contains covenants that, among other things, limit
our ability and the ability of our restricted subsidiaries to:

· incur additional indebtedness and issue preferred stock;

· pay dividends or make other distributions;

· make other restricted payments and investments;

· sell assets, including capital stock of restricted subsidiaries;

· create certain liens;

· incur restrictions on the ability of restricted subsidiaries to pay dividends or make

other payments, and, in the case of our subsidiaries, guarantee indebtedness;

· engage in transactions with affiliates;

· create unrestricted subsidiaries; and

· merge or consolidate with other entities.

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These covenants are subject to important exceptions and qualifications, that are
described under the headings "Description of Notes -- Certain Covenants" and
"Description of Notes -- Repurchase at the Option of Holders" in this prospectus
supplement. In addition, following the first day the notes have an investment grade

rating from either Standard & Poor's Global Ratings ("S&P") or Moody's Investors
Service, Inc. ("Moody's"), subject to certain conditions, we and our restricted
subsidiaries will no longer be subject to certain of these covenants. See "Description of
Notes -- Certain Covenants -- Covenant Termination."

Form and Denomination
The new notes will be issued only in fully registered form, without coupons, in
denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes
will be issued in book-entry form and will be represented by global certificates
deposited with, or on behalf of, The Depository Trust Company, or DTC, and registered
in the name of Cede & Co., DTC's nominee. Beneficial interests in the notes will be
shown on, and transfers will be effected only through, records maintained by DTC or its
nominee; and these interests may not be exchanged for certificated notes, except in
limited circumstances.

Use of Proceeds
We intend to use the net proceeds of this offering to repay amounts outstanding under
our Revolving Credit Facility. See "Use of Proceeds."

Conflicts of Interest
Affiliates of each of the underwriters other than Evercore Group L.L.C. will receive 5%
or more of the net proceeds of this offering by reason of the repayment of the outstanding
indebtedness under our Revolving Credit Facility, as described under "Use of Proceeds."
Accordingly, each of the underwriters other than Evercore Group L.L.C. will be deemed
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to have a "conflict of interest" within the meaning of Rule 5121 of the Financial
Industry Regulatory Authority, Inc. ("FINRA") and this offering will be conducted
pursuant to the requirements of that rule. Rule 5121 requires that a "qualified
independent underwriter" as defined in Rule 5121(f)(12) participate in the preparation of
this prospectus supplement and exercise its usual standard of due diligence with respect
thereto. Evercore Group L.L.C. has agreed to act as qualified independent underwriter
for this offering and will not receive any additional fees for serving in that capacity. We
have agreed to indemnify Evercore Group L.L.C. for certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the "Securities Act"). Pursuant
to Rule 5121(c), none of the underwriters, other than Evercore Group L.L.C., is
permitted to confirm sales to any account over which they exercise discretionary
authority without the specific written approval of the accountholder. See "Underwriting
(Conflicts of Interest)."

S-5
Table of Contents
Risk Factors
Investing in the new notes involves substantial risks. You should carefully consider the
risks described under the heading "Risk Factors" in addition to the other information
contained in this prospectus supplement and the documents incorporated by reference
herein before making an investment in the new notes.

Trustee
The Bank of New York Mellon Trust Company, N.A.

For additional information regarding the notes, see the "Description of Notes" section of this prospectus supplement.

S-6
Table of Contents
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

The following sets forth our summary historical consolidated financial information for the periods presented. The following information
is only a summary and should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of
Operations," and the consolidated financial statements and the related notes, which appear in our Annual Report on Form 10-K for the year
ended December 31, 2015, and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, which have been incorporated
herein by reference. The assets, liabilities and results of operations of Kentucky Spirit Health Plan have been classified as discontinued
operations for all periods presented. We have derived the statement of operations data for the 2013, 2014 and 2015 fiscal years and the balance
sheet data as of December 31, 2013, 2014 and 2015, from our audited financial statements, which (other than the balance sheet data as of
December 31, 2013) are incorporated by reference into this prospectus supplement. We have derived the statement of operations data for the
three months ended March 31, 2015 and March 31, 2016, and the balance sheet data as of March 31, 2016, from our unaudited interim
financial statements, which are incorporated herein by reference. Our statement of operations data for the three months ended March 31, 2016,
and our other financial data from continuing operations derived therefrom and presented below (including Adjusted EBITDA) for the three
months ended March 31, 2016 and the twelve months ended December 31, 2015, reflects eight days of Health Net operations. Our unaudited
interim financial statements were prepared on the same basis as the audited annual financial statements, and, in the opinion of management,
include all adjustments, consisting only of normal, recurring adjustments necessary for a fair presentation of the information set forth therein.
Interim results are not necessarily indicative of the results to be expected for an entire year, and our historical results for any prior period are
not necessarily indicative of results to be expected for any future period.

Three Months Ended

Year Ended December 31,

March 31,

2013

2014

2015

2015
2016

(in millions)

Statement of Operations Data:

Revenues:

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424B2
Premium
$10,153
$14,198 $19,389 $ 4,299 $ 5,986
Service

373 1,469 1,876
462
425

Premium and service revenues
10,526
15,667 21,265 4,761 6,411
Premium tax and health insurer fee

337
893 1,495
370
542

Total revenues
10,863
16,560 22,760 5,131 6,953

Expenses:

Medical costs

8,995 12,678 17,242 3,861 5,311
Cost of services

327 1,280 1,621
402
367
General and administrative expenses

925 1,298 1,802
396
722
Amortization of acquired intangible assets

6
16
24
7
9
Premium tax expense

333
698 1,151
281
450
Health insurer fee expense

--
126
215
55
74

Total operating expenses
10,586
16,096 22,055 5,002 6,933

Earnings from operations

277
464
705
129
20
Other income (expense):

Investment and other income

19
28
35
9
15
Interest expense

(27)
(35)
(43)
(10)
(33)

Earnings from continuing operations, before income tax expense

269
457
697
128
2
Income tax expense

107
196
339
63
17

Earnings (loss) from continuing operations, net of income tax
expense

162
261
358
65
(15)

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Table of Contents
Three Months Ended

Year Ended December 31,

March 31,

2013
2014
2015
2015
2016

(in millions)

Discontinued operations, net of income tax (benefit) expense of $2, $1,
$(1), $0 and $0, respectively

4

3

(1)

(1)

(1)

Net earnings (loss)

166
264
357

64

(16)
Noncontrolling interest

(1)

7

(2)

(1)

(1)

Net earnings (loss) attributable to Centene Corporation

$165
$271
$355
$
63
$
(17)
Amounts attributable to Centene Corporation common shareholders

Earnings from continuing operations, net of income tax expense

$161
$268
$356
$
64
$
(16)
Discontinued operations, net of income tax expense (benefit)

4

3

(1)

(1)

(1)

Net earnings

$165
$271
$355
$
63
$
(17)

As of

As of December 31,

March 31,

2013
2014
2015
2016

(in millions)

Consolidated Balance Sheet Data:

Cash and cash equivalents

$1,038
$1,610
$1,760
$ 3,436
Investments and restricted deposits(1)

941
1,557
2,218
4,835
Total assets

3,529
5,824
7,339
18,652
Medical claims liability(1)

1,112
1,723
2,298
3,863
Long term debt(1)

666

874
1,216
4,276
Total stockholders' equity

1,243
1,743
2,168
5,309

(1) From continuing operations.

Year Ending December 31,

Three
Months
Ended
March 31,

2011 2012 2013
2014
2015
2016

Ratio of earnings to fixed charges(1)
7.8 5.7 8.2 10.3 11.7
1.0

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