Obligation Centennia 4.75% ( US15135BAJ08 ) en USD

Centennia

100 % ▼

Etas-Unis

US15135BAJ08 ( en USD )

4.75% par an ( paiement semestriel )

14/01/2025 - Obligation échue

Prospectus brochure de l'obligation Centene US15135BAJ08 en USD 4.75%, échue

1 000 USD

1 200 000 000 USD

15135BAJ0

N/A

Centene Corporation est une entreprise américaine de soins de santé gérant des programmes de soins gérés, notamment Medicaid, Medicare et des marchés commerciaux.

L'Obligation émise par Centennia ( Etas-Unis ) , en USD, avec le code ISIN US15135BAJ08, paye un coupon de 4.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/01/2025

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424B2 1 d275342d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-196037
CALCULATION OF REGISTRATION FEE (1)

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

registered

price per unit

offering price

registration fee(2)
4.75% Senior Notes due 2025

$1,200,000,000

100%

$1,200,000,000

$139,080.00

(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)

$1,200,000,000

Centene Corporation
4.75% Senior Notes due 2025

Centene Corporation ("Centene") is offering $1,200,000,000 4.75% senior notes due 2025, which we refer to herein as the "notes."
Interest is payable on the notes on January 15 and July 15 of each year, commencing on July 15, 2017. The notes will mature on
January 15, 2025.
At any time prior to January 15, 2020, 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 unpaid interest thereon and a "make-whole" premium. At any time on or after
January 15, 2020, we may redeem the notes, in whole or in part, at the prices set forth in this prospectus supplement. If we
experience specific kinds of changes of control, we must offer to repurchase the notes as described under the heading "Description
of Notes--Repurchase at the Option of the Holders--Change of Control."
The notes will be 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 any of our existing and future obligations that are by their terms expressly
subordinated or junior in right of payment to the notes. The notes will not be 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 will be structurally
subordinated to any liabilities of our subsidiaries, including medical claims liability, accounts payable and accrued expenses,
unearned revenue and other long term liabilities. In addition, the notes will be effectively subordinate to any of our existing and
future secured obligations to the extent of the value of the assets securing such obligations.
Investing in the notes involves substantial risks. See "Risk Factors" beginning on page S-9. Before investing in the notes, you
should also consider the risks described under "Risk Factors" in our quarterly report on Form 10-Q for the quarter ended
September 30, 2016, which has been incorporated by reference in this prospectus supplement and the accompanying prospectus.

Pe r N ot e

T ot a l

Price to the public(1)
100.00%
$1,200,000,000
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Underwriting discounts and commissions

1.25%
$
15,000,000
Proceeds to us (before expenses)(2)

98.75%
$1,185,000,000
(1) Plus accrued interest, if any, from November 9, 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 supplement or the accompanying prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.
Barclays Capital Inc., on behalf of the underwriters, expects to deliver the notes offered hereby to purchasers in book-entry form on
or about November 9, 2016.

Joint Book-Running Managers

Ba rc la ys
Cit igroup
SunT rust Robinson H um phre y

We lls Fa rgo Se c urit ie s

Co-Managers

Fift h T hird Se c urit ie s

M orga n St a nle y

Re gions Se c urit ie s LLC
U S Ba nc orp

Eve rc ore I SI

St ife l
Prospectus Supplement dated October 26, 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
and the underwriters 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-iii
Presentation of Financial Information
S-iii
Industry and Market Data
S-iii
Where You Can Find More Information
S-iii
Incorporation by Reference
S-iv
Cautionary Statement Concerning Forward-Looking Statements
S-v
Summary
S-1
Summary Historical Consolidated Financial Information
S-6
Risk Factors
S-9
Use of Proceeds
S-14
Capitalization
S-15
Description of Other Indebtedness
S-16
Description of Notes
S-18
Material United States Federal Income Tax Considerations
S-62
Underwriting (Conflicts of Interest)
S-67
Legal Matters
S-74
Experts
S-74

Prospectus

Page
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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
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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Table of Contents
We expect that delivery of the notes will be made to investors on or about the closing date specified on the cover page of this prospectus
supplement, which will be the tenth business day following the date of this prospectus supplement (such settlement being referred to as "T+10").
Under Rule 15c6-1 under the Exchange Act, trades in the secondary market are required to settle in three business days, unless the parties to any
such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes more than three business days prior to the scheduled
settlement date will be required, by virtue of the fact that the notes initially settle in T+10, to specify an alternate settlement arrangement at the
time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to their date of delivery hereunder
should consult their advisors.

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Table of Contents
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 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 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 is not comparable to those of other companies. We use Adjusted EBITDA internally to allow management to focus on period-
to-period changes in our core business operations. Therefore, we believe that this information is meaningful to investors in addition to the
information contained in the GAAP presentation of financial information included or incorporated by reference in this prospectus supplement. The
presentation of this additional non-GAAP financial information is not intended to be considered in isolation or as a substitute for the financial
information prepared and presented in accordance with GAAP. You are therefore cautioned not to place undue reliance on Adjusted EBITDA. 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".
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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,

S-iii
Table of Contents
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"). Information about us, including our SEC filings, is also available at our Internet site at http://www.centene.com.
However, for the avoidance of doubt, the information on our Internet site is not a 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
This prospectus supplement incorporates by reference information from documents filed with the SEC, which means that we are disclosing
important information to you by referring you to those documents. 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 any portion 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 Reports on Form 10-Q for the periods ended March 31, 2016, June 30, 2016 and September 30, 2016, filed with the SEC

on April 26, 2016, July 26, 2016 and October 25, 2016, respectively;

·
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), April 29, 2016 and June 14, 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 important information about us. 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, which are 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.

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S-iv
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 intend such forward looking statements to be covered by the safe-harbor provisions for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995, and we are including this statement for purposes of complying with
these safe-harbor provisions.
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 (and the negative
thereof) in connection with, among other things, any discussion of future operating or financial performance. In particular, these statements include
without limitation statements about our market opportunity, our growth strategy, competition, expected activities and future acquisitions,
investments and the adequacy of our available cash resources. Readers are cautioned 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. 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, including but not limited to:

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

·
competition;

·
membership and revenue declines or unexpected trends;

·
changes in healthcare practices, new technologies, and advances in medicine;

·
increased healthcare costs;

·
inflation;

·
foreign currency fluctuations;

·
tax matters;

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

·
disasters or major epidemics;

·
changes in economic, political or market conditions;

·
the outcome of legal and regulatory proceedings;

·
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;

·
provider, state, federal and other contract changes and timing of regulatory approval of contracts;

S-v
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·
the expiration, suspension, or termination of our contracts with federal or state governments (including but not limited to Medicaid,

Medicare, and TRICARE);

·
challenges to our contract awards;

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·
rate cuts or other payment reductions or delays by governmental payors and other risks and uncertainties affecting our government

businesses;

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

·
cyber-attacks or other privacy or data security incidents;

·
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, including, but not limited to, as a result of
conditions, terms, obligations or restrictions imposed by regulators in connection with their approval of, or consent to, the acquisition;

·
the exertion of management's time and our resources, and other expenses incurred and business changes required in connection with

complying with the undertakings in connection with certain regulatory approvals;

·
disruption from the acquisition making it more difficult to maintain business and operational relationships;

·
the risk that unexpected costs will be incurred in connection with, among other things, the acquisition and/or the integration;

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

·
the risk that acquired businesses will not be integrated successfully; and

·
our ability to maintain or achieve improvement in CMS Star ratings and other quality scores that impact revenue.
This list of important factors is not intended to be exhaustive. Before investing in the notes, you should also consider the risks described
under "Risk Factors" in our quarterly report on Form 10-Q for the quarter ended September 30, 2016.
The risk factors set forth 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 without limitation our ability to maintain adequate
premium levels or our ability to control our future medical costs.

S-vi
Table of Contents
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 notes. You should read the entire prospectus supplement, the accompanying prospectus and the documents incorporated 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, including the
assumption of debt (the "Health Net Merger"). This strategic acquisition broadened our service offerings, providing expansion in Medicaid
and Medicare programs. This acquisition provided further diversification across our markets and products through the addition of commercial
products and 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. Health Net's operations are primarily concentrated in the states of California, Arizona, Oregon, and
Washington.
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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"). Our
Managed Care segment also provides health plan coverage to individuals covered through federally-facilitated and state-based Health
Insurance Marketplaces (HIM) and provides healthcare services to groups and individuals delivered through commercial health plans. 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 90% and 10%, respectively, of our total
external revenues. For the nine months ended September 30, 2016, our Managed Care and Specialty Services segments accounted for
approximately 92% and 8%, respectively, of our total external revenues.
Our managed care membership totaled approximately 11.4 million as of September 30, 2016. For the year ended December 31, 2015,
our total revenues and net earnings from continuing operations attributable to Centene

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were $22.8 billion and $356 million, respectively, and our total cash flow from operations was $658 million. For the nine months ended
September 30, 2016, our total revenues and net earnings from continuing operations attributable to Centene were $28.7 billion and $300
million, respectively, and our total cash flow from operations was $255 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 NYSE under the ticker symbol "CNC."
The Offering
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 titled "The Offering," the
"Company," "we," "our," or "us" refers only to Centene Corporation and not any of its subsidiaries.

Issuer
Centene Corporation.

Securities Offered
$1,200,000,000 aggregate principal amount of 4.75% senior notes due 2025.

Maturity Date
The notes will mature on January 15, 2025.

Interest Rate
The notes will bear interest at a rate equal to 4.75% per annum.

Interest Payment Dates
Interest on the notes will be payable semi-annually on January 15 and July 15 of each
year, beginning on July 15, 2017.

Ranking
The notes will be 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, which we intend to redeem in full using

a portion of the net proceeds from this offering, our 5.625% senior notes due 2021,
our 4.75% senior notes due 2022, 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;

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

6.375% senior notes due 2017, which we intend to redeem in full using a portion of
the net proceeds from this offering; and

· rank effectively subordinate to any existing or future secured obligations to the extent

of the value of the assets securing such obligations.

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As of September 30, 2016, after giving effect to this offering and the application of the
proceeds thereof, we had approximately $4,600 million of senior debt outstanding and
approximately $91 million of issued and undrawn letters of credit, and our subsidiaries
had approximately $9,605 million of 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 September 30, 2016, after giving effect to this offering and the application of the
proceeds thereof, we had approximately $952 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, approximately $48 million were issued under our Revolving
Credit Facility.

Optional Redemption
At any time prior to January 15, 2020, 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 unpaid interest thereon and a "make-whole" premium.

At any time on or after January 15, 2020, we may redeem the notes, in whole or in part,

at the prices set forth in this prospectus supplement.

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 net 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 will contain covenants that, among other things,
will 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;

· create or permit to exist or become effective restrictions on the ability of restricted

subsidiaries to pay dividends or make other payments, and, in the case of our
subsidiaries, guarantee indebtedness;

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· engage in transactions with affiliates;

· create unrestricted subsidiaries; and

· merge or consolidate with other entities.

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 Ratings Services ("Standard & Poor's") 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 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 redeem our 5.75% senior notes due
2017 and Health Net's 6.375% senior notes due 2017, to repay amounts outstanding
under our Revolving Credit Facility, to pay related fees and expenses and for general
corporate purposes. See "Use of Proceeds."

Conflicts of Interest
Affiliates of each of the underwriters other than Evercore Group L.L.C. and Stifel,
Nicolaus & Company, Incorporated 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. and Stifel, Nicolaus & Company,
Incorporated will be deemed 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,

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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.

and Stifel, Nicolaus & Company, Incorporated, 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)."

Risk Factors
Investing in the 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 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.

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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 September 30, 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
nine months ended September 30, 2015 and September 30, 2016, and the balance sheet data as of September 30, 2016, from our unaudited
interim financial statements, which are incorporated herein by reference. Our statement of operations data for the nine months ended
September 30, 2016, and our other financial data from continuing operations derived therefrom and presented below (including Adjusted
EBITDA) for the nine months ended September 30, 2016 include the results of operations of Health Net from March 24, 2016 to September
30, 2016. We have derived the unaudited other financial data from continuing operations for the twelve months ended September 30, 2016 by
adding the financial data from our audited financial statements for the year ended December 31, 2015 to the financial data from our unaudited
interim financial statements for the three months ended March 31, 2016, and subtracting the financial data from our unaudited interim
financial statements for the three months ended March 31, 2015. 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.

Nine Months Ended

Year Ended December 31,

September 30,

(in millions)

2013

2014

2015

2015

2016

Statement of Operations Data:

Revenues:

Premium

$10,153 $14,198 $19,389 $13,974 $25,299
Service

373 1,469 1,876 1,434 1,603

Premium and service revenues

10,526 15,667 21,265 15,408 26,902
Premium tax and health insurer fee

337
893 1,495 1,050 1,794

Total revenues

10,863 16,560 22,760 16,458 28,696

Expenses:

Medical costs

8,995 12,678 17,242 12,475 22,072
Cost of services

327 1,280 1,621 1,234 1,386
General and administrative expenses

925 1,298 1,802 1,291 2,611
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Document Outline

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