WCG / Wellcare Health Plans, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

Планы здоровья Wellcare, Inc.
US ˙ NYSE ˙ US94946T1060
ЭТОТ СИМВОЛ БОЛЬШЕ НЕ АКТИВЕН

Основная статистика
LEI 529900JCT1MMTWHZ5P23
CIK 1279363
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Wellcare Health Plans, Inc.
SEC Filings (Chronological Order)
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February 12, 2020 SC 13G/A

WCG / Wellcare Health Plans, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: WellCare Health Plans Inc Title of Class of Securities: Common Stock CUSIP Number: 94946T106 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is fi

February 3, 2020 15-12B

WCG / Wellcare Health Plans, Inc. 15-12B - - 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-32209 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specifie

January 24, 2020 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on February 04, 2020, pursuant to the provisions of Rule 12d2-2 (a).

January 23, 2020 S-8 POS

WCG / Wellcare Health Plans, Inc. S-8 POS - - S-8 POS

As filed with the Securities and Exchange Commission on January 23, 2020 Registration No.

January 23, 2020 EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION WELLCARE HEALTH PLANS, INC.

EX-3.1 2 ex31.htm EXHIBIT 3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WELLCARE HEALTH PLANS, INC. FIRST: The name of the Corporation is WellCare Health Plans, Inc. (hereinafter the “Corporation”). SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, 19801. The name of its registere

January 23, 2020 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2020 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction of incorporation) (Commi

January 23, 2020 S-8 POS

WCG / Wellcare Health Plans, Inc. S-8 POS - - S-8 POS

As filed with the Securities and Exchange Commission on January 23, 2020 Registration No.

January 23, 2020 POSASR

WCG / Wellcare Health Plans, Inc. POSASR - - POSASR

As filed with the Securities and Exchange Commission on January 23, 2020 Registration No.

January 23, 2020 S-8 POS

WCG / Wellcare Health Plans, Inc. S-8 POS - - S-8 POS

As filed with the Securities and Exchange Commission on January 23, 2020 Registration No.

January 23, 2020 EX-3.2

AMENDED AND RESTATED WELLCARE HEALTH PLANS, INC. A Delaware Corporation Effective January 23, 2020 TABLE OF CONTENTS

Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF WELLCARE HEALTH PLANS, INC. A Delaware Corporation Effective January 23, 2020 TABLE OF CONTENTS Page ARTICLE I OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. Place of Meetings 1 Section 2. Annual Meetings 1 Section 3. Special Meetings 2 Section 4. Notice 2 Section 5. Adjournments 3 Section

January 23, 2020 S-8 POS

WCG / Wellcare Health Plans, Inc. S-8 POS - - S-8 POS

As filed with the Securities and Exchange Commission on January 23, 2020 Registration No.

January 23, 2020 S-8 POS

WCG / Wellcare Health Plans, Inc. S-8 POS - - S-8 POS

As filed with the Securities and Exchange Commission on January 23, 2020 Registration No.

January 23, 2020 S-8 POS

WCG / Wellcare Health Plans, Inc. S-8 POS - - S-8 POS

As filed with the Securities and Exchange Commission on January 23, 2020 Registration No.

January 22, 2020 425

CNC / Centene Corp. 425 - Merger Prospectus - 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.

December 17, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 form8k121719.htm 8-K DATED DECEMBER 11, 2019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2019 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (

December 16, 2019 425

CNC / Centene Corp. 425 - Merger Prospectus - 425

425 1 form425.htm 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 On December 13, 2019, Centene Corporation held an investor day. Below is a transcript of excerpts from the investor day presentation in c

December 13, 2019 425

CNC / Centene Corp. 425 - Merger Prospectus - 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2019 CENTENE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-31826 42-1406317 (State or Other Jurisdiction of Incorporation) (Commission File

December 13, 2019 425

CNC / Centene Corp. 425 - Merger Prospectus - 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.

December 5, 2019 425

CNC / Centene Corp. 425 - Merger Prospectus - 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.

December 2, 2019 425

CNC / Centene Corp. 425 - Merger Prospectus - 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.

October 30, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2019 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction (Commission File Number)

October 30, 2019 EX-99.1

WELLCARE REPORTS THIRD QUARTER 2019 RESULTS

Back to Form 8-K Exhibit 99.1 WELLCARE REPORTS THIRD QUARTER 2019 RESULTS TAMPA, Fla. (Oct. 30, 2019) - WellCare Health Plans, Inc. (NYSE: WCG) (“WellCare”) today reported results for the quarter ended September 30, 2019. As determined under generally accepted accounting principles (GAAP), net income for the third quarter of 2019 was $241.0 million, or $4.74 per diluted share. Adjusted net income

October 30, 2019 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32209 WELLC

October 23, 2019 425

CNC / Centene Corp. 425 - Merger Prospectus - 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.

October 22, 2019 425

CNC / Centene Corp. 425 - Merger Prospectus - 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.

October 18, 2019 425

CNC / Centene Corp. 425 - Merger Prospectus - 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.

September 26, 2019 425

CNC / Centene Corp. 425 - Merger Prospectus - 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.

September 19, 2019 425

CNC / Centene Corp. 425 - Merger Prospectus - 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.

July 30, 2019 EX-99.1

WELLCARE REPORTS SECOND QUARTER 2019 RESULTS

Back to Form 8-K Exhibit 99.1 WELLCARE REPORTS SECOND QUARTER 2019 RESULTS TAMPA, Fla. (July 30, 2019) - WellCare Health Plans, Inc. (NYSE: WCG) (“WellCare”) today reported results for the quarter ended June 30, 2019. As determined under generally accepted accounting principles (GAAP), net income for the second quarter of 2019 was $182.8 million, or $3.60 per diluted share. Adjusted net income for

July 30, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2019 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction (Commission File Number) (I

July 30, 2019 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32209 WELLCARE H

July 30, 2019 EX-10.8

Form of Restricted Stock Unit Award Agreement for Non-Employee Directors

EX-10.8 8 ex108rsuagmtdirectors.htm FORM OF RSU AWARD AGREEMENT FOR DIRECTORS UNDER 2019 PLAN Exhibit 10.8 RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS Pursuant to a Restricted Stock Unit Award Notice and Agreement for Non-Employee Directors (the “Award Notice”), WellCare Health Plans, Inc., a Delaware corporation (the “Company”), has granted to Participant named in the Award N

July 30, 2019 EX-10.6

Form of Stock Unit Award Agreement

Exhibit 10.6 STOCK UNIT AWARD AGREEMENT Pursuant to a Restricted Stock Unit Award Notice and Agreement or a Performance Stock Unit Award Notice and Agreement (each, an “Award Notice”), WellCare Health Plans, Inc., a Delaware corporation (the “Company”), has granted to Participant named in the Award Notice the number of Restricted Stock Units (“RSUs”) or, RSUs, the vesting of which is conditioned u

July 30, 2019 EX-10.4

Form of Performance Stock Unit Award Notice and Agreement

Exhibit 10.4 WELLCARE HEALTH PLANS, INC. 2019 INCENTIVE COMPENSATION PLAN PERFORMANCE STOCK UNIT AWARD NOTICE AND AGREEMENT This award is made to the Participant named below by WellCare Health Plans, Inc., a Delaware corporation (the “Company”). Subject to the terms and conditions of this Performance Stock Unit Award Notice and Agreement, including Appendix A attached hereto and incorporated herei

July 30, 2019 EX-10.5

Form of Restricted Stock Unit Award Notice and Agreement

Exhibit 10.5 WELLCARE HEALTH PLANS, INC. 2019 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD NOTICE AND AGREEMENT This award is made to the Participant named below by WellCare Health Plans, Inc., a Delaware corporation (the “Company”). Subject to the terms and conditions of this Restricted Stock Unit Award Notice and Agreement and the terms and conditions of the Stock Unit Award Agreement

July 30, 2019 EX-10.2

Form of Restricted Stock Unit Award Notice and Agreement

EX-10.2 3 ex102rsuaward.htm FORM OF RESTRICTED STOCK AWARD NOTICE AND AGREEMENT Exhibit 10.2 WELLCARE HEALTH PLANS, INC. 2013 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD NOTICE AND AGREEMENT This award is made to the Participant named below by WellCare Health Plans, Inc., a Delaware corporation (the “Company”). Subject to the terms and conditions of this Restricted Stock Unit Award Not

July 30, 2019 EX-10.7

Form of Restricted Stock Unit Award Notice and Agreement for Non-Employee Directors

Exhibit 10.7 WELLCARE HEALTH PLANS, INC. 2019 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD NOTICE AND AGREEMENT FOR NON-EMPLOYEE DIRECTORS This award is made to the Participant named below by WellCare Health Plans, Inc., a Delaware corporation (the “Company”). Subject to the terms and conditions of this Restricted Stock Unit Award Notice and Agreement for Non-Employee Directors and the

July 30, 2019 EX-10.1

Form of Performance Stock Unit Award Notice and Agreement

EX-10.1 2 ex101psuaward.htm FORM OF PERFORMANCE STOCK UNIT AWARD NOTICE AND AGREEMENT Exhibit 10.1 WELLCARE HEALTH PLANS, INC. 2013 INCENTIVE COMPENSATION PLAN PERFORMANCE STOCK UNIT AWARD NOTICE AND AGREEMENT This award is made to the Participant named below by WellCare Health Plans, Inc., a Delaware corporation (the “Company”). Subject to the terms and conditions of this Performance Stock Unit A

July 24, 2019 425

CNC / Centene Corp. 425 - Merger Prospectus - 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.

June 24, 2019 425

CNC / Centene Corp. 425 - Merger Prospectus - 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.

June 24, 2019 425

CNC / Centene Corp. 425 - Merger Prospectus - 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2019 CENTENE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-31826 42-1406317 (State or Other Jurisdiction of Incorporation) (Commission File Numb

June 24, 2019 EX-99.1

Centene and WellCare Stockholders Approve Proposals Regarding Centene’s Pending Acquisition of WellCare Companies Provide Update on State Regulatory Approval Process Transaction on Track to Close by First Half of 2020

Back to Form 8-K Exhibit 99.1 Centene and WellCare Stockholders Approve Proposals Regarding Centene’s Pending Acquisition of WellCare Companies Provide Update on State Regulatory Approval Process Transaction on Track to Close by First Half of 2020 ST. LOUIS and TAMPA, Fla., June 24, 2019 – Centene Corporation (NYSE: CNC) (“Centene”) and WellCare Health Plans, Inc. (NYSE: WCG) (“WellCare”) today an

June 24, 2019 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2019 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction of incorporation) (Commissi

June 18, 2019 425

CNC / Centene Corp. 425 - Merger Prospectus - 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.

June 14, 2019 425

CNC / Centene Corp. 425 - Merger Prospectus - FORM 8-K

425 1 nc10001681x138k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2019 CENTENE CORPORATION Exact Name of Registrant as Specified in Charter) Delaware 001-31826 42-1406317 (State or Other Jurisdiction of In

June 14, 2019 425

CNC / Centene Corp. 425 - Merger Prospectus - 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.

June 14, 2019 425

CNC / Centene Corp. 425 - Merger Prospectus - 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.

June 14, 2019 425

CNC / Centene Corp. 425 - Merger Prospectus - 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.

June 14, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2019 (June 11, 2019) WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction of inco

June 14, 2019 425

WCG / Wellcare Health Plans, Inc. 425 - Merger Prospectus - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2019 (June 11, 2019) WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction of inco

June 14, 2019 425

WCG / Wellcare Health Plans, Inc. 425 - Merger Prospectus - 425

425 FILED BY WELLCARE HEALTH PLANS, INC. 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 Explanatory Note: The following communication is an email from the CEO of WellCare Health Plans, Inc. (“WellCare”) to all associates of WellCare, w

June 13, 2019 425

CNC / Centene Corp. 425 - Merger Prospectus - 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.

June 12, 2019 425

CNC / Centene Corp. 425 - Merger Prospectus - 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.

June 4, 2019 425

CNC / Centene Corp. 425 - Merger Prospectus - 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.

June 4, 2019 425

CNC / Centene Corp. 425 - Merger Prospectus - 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.

May 31, 2019 425

WCG / Wellcare Health Plans, Inc. 425 - Merger Prospectus - FORM 425

Form 425 FILED BY WELLCARE HEALTH PLANS, INC. 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 Explanatory Note: The following communication is an email from the CEO of WellCare Health Plans, Inc. (“WellCare”) to all associates of WellCa

May 31, 2019 425

CNC / Centene Corp. 425 - Merger Prospectus - 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.

May 24, 2019 425

WCG / Wellcare Health Plans, Inc. 425 - Merger Prospectus - 425

425 FILED BY WELLCARE HEALTH PLANS, INC. 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 Explanatory Note: The following communication was distributed with the joint proxy statement/prospectus that was mailed to the stockholders of Well

May 24, 2019 425

CNC / Centene Corp. 425 - Merger Prospectus - 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.

May 24, 2019 425

CNC / Centene Corp. 425 - Merger Prospectus - 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.

May 23, 2019 425

CNC / Centene Corp. 425 - Merger Prospectus - 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.

May 23, 2019 S-8

WCG / Wellcare Health Plans, Inc. S-8 - - FORM S-8

S-8 1 d751649ds8.htm FORM S-8 As filed with the Securities and Exchange Commission on May 23, 2019 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WellCare Health Plans, Inc. (Exact name of registrant as specified in its charter) Delaware 47-0937650 (State or other jurisdiction of incorporation or org

May 23, 2019 DEFM14A

WCG / Wellcare Health Plans, Inc. DEFM14A - - DEFM14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  o Check the appropriate box:  o Preliminary Proxy Statement  o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D

May 23, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2019 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction (Commission File Number) (IR

May 14, 2019 425

CNC / Centene Corp. 425 Merger Prospectus 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.

May 7, 2019 425

CNC / Centene Corp. 425 Merger Prospectus 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.

May 1, 2019 425

WCG / Wellcare Health Plans, Inc. 425 Merger Prospectus 425

425 1 d740097d425.htm 425 FILED BY WELLCARE HEALTH PLANS, INC. 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 Explanatory Note: The following are frequently asked questions shared with WellCare Health Plans, Inc. Associates. WellCare H

April 30, 2019 425

CNC / Centene Corp. 425 (Merger Prospectus) 425

425 1 d740627d425.htm 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 Below is a transcript of a “fire-side chat” held by Michael Neidorff, Chairman, President and Chief Executive Officer of Centene Corp

April 30, 2019 EX-99.1

WELLCARE REPORTS FIRST QUARTER 2019 RESULTS

Back to Form 8-K Exhibit 99.1 WELLCARE REPORTS FIRST QUARTER 2019 RESULTS TAMPA, Fla. (Apr. 30, 2019) - WellCare Health Plans, Inc. (NYSE: WCG) (“WellCare”) today reported results for the quarter ended March 31, 2019. As determined under generally accepted accounting principles (GAAP), net income for the first quarter of 2019 was $151.4 million, or $2.98 per diluted share. Adjusted net income for

April 30, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 form8kq12019.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2019 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction

April 30, 2019 EX-10.1

Form of Stock Unit Award Agreement (effective January 1, 2019)

Exhibit 10.1 STOCK UNIT AWARD AGREEMENT Pursuant to a Restricted Stock Unit Award Notice and Agreement or a Performance Stock Unit Award Notice and Agreement (each, an “Award Notice”), WellCare Health Plans, Inc., a Delaware corporation (the “Company”), has granted to Participant named in the Award Notice the number of Restricted Stock Units (“RSUs”) or, RSUs, the vesting of which is conditioned u

April 30, 2019 EX-10.3

Form of Performance Stock Unit Award Notice and Agreement (effective January 1, 2019)

EX-10.3 4 ex10343019.htm FORM OF PERFORMANCE STOCK UNIT AWARD NOTICE AND AGREEMENT Exhibit 10.3 WELLCARE HEALTH PLANS, INC. 2013 INCENTIVE COMPENSATION PLAN PERFORMANCE STOCK UNIT AWARD NOTICE AND AGREEMENT This award is made to the Participant named below by WellCare Health Plans, Inc., a Delaware corporation (the “Company”). Subject to the terms and conditions of this Performance Stock Unit Awar

April 30, 2019 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32209 WELLCARE

April 30, 2019 EX-10.2

Form of Restricted Stock Unit Award Notice and Agreement (effective January 1, 2019)

Exhibit 10.2 WELLCARE HEALTH PLANS, INC. 2013 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD NOTICE AND AGREEMENT This award is made to the Participant named below by WellCare Health Plans, Inc., a Delaware corporation (the “Company”). Subject to the terms and conditions of this Restricted Stock Unit Award Notice and Agreement and the terms and conditions of the Stock Unit Award Agreement

April 25, 2019 425

CNC / Centene Corp. 425 (Merger Prospectus)

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.

April 8, 2019 DEFA14A

WCG / Wellcare Health Plans, Inc. DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

April 8, 2019 DEF 14A

2019 Incentive Compensation Plan

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 4, 2019 425

CNC / Centene Corp. 425 (Prospectus)

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.

April 4, 2019 425

CNC / Centene Corp. 425 (Prospectus)

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.

April 4, 2019 425

CNC / Centene Corp. 425 (Prospectus)

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.

March 28, 2019 425

CNC / Centene Corp. 425 (Prospectus)

425 1 d719941d425.htm 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 Below are frequently asked questions for Ambetter members and brokers that Centene Corporation distributed on March 28, 2019 in conne

March 28, 2019 425

CNC / Centene Corp. 425 (Prospectus)

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.

March 27, 2019 425

CNC / Centene Corp. 425 (Prospectus)

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.

March 27, 2019 425

WCG / Wellcare Health Plans, Inc. 425 (Prospectus)

425 FILED BY WELLCARE HEALTH PLANS, INC. 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 Explanatory Note: The following is an email to all WellCare Health Plans, Inc. Provider Services Teams from WellCare Health Plans, Inc. EMAIL TO WE

March 27, 2019 425

WCG / Wellcare Health Plans, Inc. 425 (Prospectus)

425 FILED BY WELLCARE HEALTH PLANS, INC. 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 Explanatory Note: The following is an email to all WellCare Health Plans, Inc. Member Services/Call Center teams from WellCare Health Plans, Inc. E

March 27, 2019 425

WCG / Wellcare Health Plans, Inc. 425 (Prospectus)

425 1 d929183d425.htm 425 FILED BY WELLCARE HEALTH PLANS, INC. 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 Explanatory Note: The following are talking points and frequently asked questions communicated to WellCare Health Plans, Inc.

March 27, 2019 425

WCG / Wellcare Health Plans, Inc. 425 (Prospectus)

425 FILED BY WELLCARE HEALTH PLANS, INC. 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 Explanatory Note: The following are talking points communicated to MeridianRx employees with respect to MeridianRx clients. TALKING POINTS FOR MERI

March 27, 2019 425

WCG / Wellcare Health Plans, Inc. 425 (Prospectus)

425 FILED BY WELLCARE HEALTH PLANS, INC. 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 Explanatory Note: The following is an email to all WellCare associates from WellCare Health Plans, Inc. ALL ASSOCIATES NOTE Email Subject: WellCare

March 27, 2019 425

WCG / Wellcare Health Plans, Inc. 425 (Prospectus)

425 FILED BY WELLCARE HEALTH PLANS, INC. 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 Explanatory Note: The following is an email to all WellCare Health Plans, Inc. Senior Directors from Michael F. Neidorff, the Chairman and Chief Ex

March 27, 2019 425

WCG / Wellcare Health Plans, Inc. 425 (Prospectus)

425 FILED BY WELLCARE HEALTH PLANS, INC. 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 Explanatory Note: The following is an email to all members of the WellCare Health Plans, Inc. Sales Teams from WellCare Health Plans, Inc. EMAIL TO

March 27, 2019 425

WCG / Wellcare Health Plans, Inc. 425 (Prospectus)

425 FILED BY WELLCARE HEALTH PLANS, INC. 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 Explanatory Note: The following is an email to all WellCare Health Plans, Inc. employees from Michael F. Neidorff, the Chairman and Chief Executive

March 27, 2019 425

WCG / Wellcare Health Plans, Inc. 425 (Prospectus)

425 FILED BY WELLCARE HEALTH PLANS, INC. 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 Explanatory Note: The following are frequently asked questions and talking points shared with WellCare Health Plans, Inc. Associates, Medicaid Memb

March 27, 2019 425

WCG / Wellcare Health Plans, Inc. 425 (Prospectus)

425 1 d929156d425.htm 425 FILED BY WELLCARE HEALTH PLANS, INC. 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 Explanatory Note: The following is an email to all WellCare Health Plans, Inc. Managers from WellCare Health Plans, Inc. “JUS

March 27, 2019 425

WCG / Wellcare Health Plans, Inc. 425 (Prospectus)

425 FILED BY WELLCARE HEALTH PLANS, INC. 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 Explanatory Note: The following is a letter to all WellCare Health Plans, Inc. Provider Partners from WellCare Health Plans, Inc. LETTER TO PROVIDE

March 27, 2019 425

WCG / Wellcare Health Plans, Inc. 425 (Prospectus)

425 FILED BY WELLCARE HEALTH PLANS, INC. 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 Explanatory Note: The following are talking points communicated to WellCare Health Plans, Inc. Managers MANAGER TALKING POINTS For WellCare Manager

March 27, 2019 425

WCG / Wellcare Health Plans, Inc. 425 (Prospectus)

425 FILED BY WELLCARE HEALTH PLANS, INC. 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 Explanatory Note: The following is a transcript of a video from Ken Burdick to WellCare Health Plans, Inc. employees, and screen captures that were

March 27, 2019 425

CNC / Centene Corp. 425 (Prospectus)

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.

March 27, 2019 425

CNC / Centene Corp. 425 (Prospectus)

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.

March 27, 2019 425

CNC / Centene Corp. 425 (Prospectus)

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.

March 27, 2019 425

CNC / Centene Corp. 425 (Prospectus)

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.

March 27, 2019 425

CNC / Centene Corp. 425 (Prospectus)

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.

March 27, 2019 425

CNC / Centene Corp. 425 (Prospectus)

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.

March 27, 2019 425

CNC / Centene Corp. 425 (Prospectus)

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.

March 27, 2019 425

CNC / Centene Corp. 425 (Prospectus)

425 1 d726601d425.htm 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 webpages are available at https://centene-wellcare.com/: PRESS RELEASES PRESENTATIONS & OTHER MATERIALS Centene and Wel

March 27, 2019 EX-99.1

Centene and WellCare to Combine to Create a Premier Healthcare Enterprise Focused on Government-Sponsored Healthcare Programs Transaction Valued at $17.3 Billion Combined Company to Have Approximately 22 Million Members Across All 50 States Increased

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Centene and WellCare to Combine to Create a Premier Healthcare Enterprise Focused on Government-Sponsored Healthcare Programs Transaction Valued at $17.3 Billion Combined Company to Have Approximately 22 Million Members Across All 50 States Increased Scale and Leading Medicare Platform Enhances Growth Transaction Projected to Be Mid-Single Digit Accretive

March 27, 2019 EX-2.1

Agreement and Plan of Merger, dated as of March 26, 2019, by and among Centene Corporation, WellCare Health Plans, Inc., Wellington Merger Sub I, Inc. and Wellington Merger Sub II, Inc.

EX-2.1 2 d658683dex21.htm EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among CENTENE CORPORATION, WELLINGTON MERGER SUB I, INC., WELLINGTON MERGER SUB II, INC. and WELLCARE HEALTH PLANS, INC. Dated as of March 26, 2019 TABLE OF CONTENTS Page ARTICLE I THE MERGERS Section 1.1 Closing 2 Section 1.2 The First Merger 2 Section 1.3 Second Merger 3 ARTICLE II EFFECT ON THE CA

March 27, 2019 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2019 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction of incorporation) (Commiss

March 27, 2019 EX-2.1

Agreement and Plan of Merger, dated as of March 26, 2019, by and among Centene Corporation, WellCare Health Plans, Inc., Wellington Merger Sub I, Inc. and Wellington Merger Sub II, Inc.*

EX-2.1 2 d658683dex21.htm EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among CENTENE CORPORATION, WELLINGTON MERGER SUB I, INC., WELLINGTON MERGER SUB II, INC. and WELLCARE HEALTH PLANS, INC. Dated as of March 26, 2019 TABLE OF CONTENTS Page ARTICLE I THE MERGERS Section 1.1 Closing 2 Section 1.2 The First Merger 2 Section 1.3 Second Merger 3 ARTICLE II EFFECT ON THE CA

March 27, 2019 EX-99.1

Centene and WellCare to Combine to Create a Premier Healthcare Enterprise Focused on Government-Sponsored Healthcare Programs Transaction Valued at $17.3 Billion Combined Company to Have Approximately 22 Million Members Across All 50 States Increased

EX-99.1 3 d658683dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Centene and WellCare to Combine to Create a Premier Healthcare Enterprise Focused on Government-Sponsored Healthcare Programs Transaction Valued at $17.3 Billion Combined Company to Have Approximately 22 Million Members Across All 50 States Increased Scale and Leading Medicare Platform Enhances Growth Transaction Projected to B

March 27, 2019 425

WCG / Wellcare Health Plans, Inc. FORM 8-K (Prospectus)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2019 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction of incorporation)

March 27, 2019 425

CNC / Centene Corp. 8-K (Prospectus)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2019 CENTENE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-31826 42-1406317 (State or Other Jurisdiction of Incorporation) (Commission File

March 27, 2019 EX-99.1

Centene and WellCare to Combine to Create a Premier Healthcare Enterprise Focused on Government-Sponsored Healthcare Programs Transaction Valued at $17.3 Billion Combined Company to Have Approximately 22 Million Members Across All 50 States Increased

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Centene and WellCare to Combine to Create a Premier Healthcare Enterprise Focused on Government-Sponsored Healthcare Programs Transaction Valued at $17.3 Billion Combined Company to Have Approximately 22 Million Members Across All 50 States Increased Scale and Leading Medicare Platform Enhances Growth Transaction Projected to Be Mid-Single Digit Accretive

March 27, 2019 EX-2.1

Agreement and Plan of Merger, dated as of March 26, 2019, by and among Centene Corporation, Wellington Merger Sub I, Inc., Wellington Merger Sub II, Inc. and WellCare Health Plans, Inc.*

EX-2.1 2 d612092dex21.htm EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among CENTENE CORPORATION, WELLINGTON MERGER SUB I, INC., WELLINGTON MERGER SUB II, INC. and WELLCARE HEALTH PLANS, INC. Dated as of March 26, 2019 TABLE OF CONTENTS Page ARTICLE I THE MERGERS Section 1.1 Closing 2 Section 1.2 The First Merger 2 Section 1.3 Second Merger 3 ARTICLE II EFFECT ON THE CA

March 27, 2019 EX-99.2

Safe Harbor Statement CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS All statements, other than statements of current or historical fact, contained in this communication are forward-looking statements. Without limiting the foregoing, forward-look

EX-99.2 March 27, 2019 + Exhibit 99.2 Safe Harbor Statement CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS All 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,”

February 25, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 form8k22119.htm 8-K DATED FEBRUARY 21, 2019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2019 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (S

February 25, 2019 EX-99.1

WellCare Announces Retirement of Glenn D. Steele, Jr., M.D. and Paul E. Weaver from Board of Directors

EX-99.1 2 ex991pr22519.htm PRESS RELEASE DATED FEBRUARY 25, 2019 Back to Form 8-K Exhibit 99.1 WellCare Announces Retirement of Glenn D. Steele, Jr., M.D. and Paul E. Weaver from Board of Directors TAMPA, Fla. (Feb. 25, 2019) — WellCare Health Plans, Inc. (NYSE: WCG) announced today that Glenn D. Steele, Jr., M.D. and Paul E. Weaver have notified the company’s board of directors that each intends

February 12, 2019 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number 001-32209 WellCare Health Plans, Inc

February 12, 2019 EX-21.1

List of subsidiaries

Exhibit 21.1 LIST OF SUBSIDIARIES OF WELLCARE HEALTH PLANS, INC. As of February 11, 2019 Entity Name Jurisdiction of Organization Accountable Care Coalition of Arizona, LLC Arizona Accountable Care Coalition of Central Georgia, LLC Georgia Accountable Care Coalition of Chesapeake, LLC Maryland Accountable Care Coalition of Coastal Georgia, LLC Georgia Accountable Care Coalition of Community Health

February 12, 2019 EX-10.3C

WellCare Health Plans, Inc. Executive Severance Plan, as amended and restated

EX-10.3C 2 ex10severanceplan.htm AMENDED AND RESTATED EXECUTIVE SEVERANCE PLAN Exhibit 10.3.c. AMENDED AND RESTATED WELLCARE HEALTH PLANS, INC. EXECUTIVE SEVERANCE PLAN 1. Purpose of the Plan The Board believes that it is in the best interests of the Company to encourage the continued employment and dedication of certain officers by providing economic security to such individuals in the event of c

February 11, 2019 SC 13G/A

WCG / Wellcare Health Plans, Inc. / VANGUARD GROUP INC Passive Investment

wellcarehealthplansinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8 )* Name of issuer: WellCare Health Plans Inc Title of Class of Securities: Common Stock CUSIP Number: 94946T106 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the app

February 5, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2019 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction (Commission File Number)

February 5, 2019 EX-99.1

WELLCARE REPORTS FOURTH QUARTER AND FULL-YEAR 2018 RESULTS Company Increases Full-Year 2019 Guidance

EX-99.1 2 ex99102052019.htm PRESS RELEASE DATED FEBRUARY 5, 2019 Back to Form 8-K Exhibit 99.1 WELLCARE REPORTS FOURTH QUARTER AND FULL-YEAR 2018 RESULTS Company Increases Full-Year 2019 Guidance TAMPA, Fla. (Feb. 5, 2019) - WellCare Health Plans, Inc. (NYSE: WCG) (“WellCare”) today reported results for the quarter ended December 31, 2018. As determined under generally accepted accounting principl

January 7, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2019 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction (Commission File Number)

January 7, 2019 EX-99.1

1

Back to Form 8-K Exhibit 99.1 1 2 3 4 5 6 7 8 9 10 11

December 17, 2018 EX-99.2

Back to Form 8-K

EX-99.2 3 ex992121718.htm PRESENTATION DATED DECEMBER 17, 2018 Back to Form 8-K Exhibit 99.2

December 17, 2018 EX-99.1

WELLCARE ISSUES 2019 ANNUAL GUIDANCE COMPANY REAFFIRMS 2018 ANNUAL GUIDANCE

Back to Form 8-K Exhibit 99.1 WELLCARE ISSUES 2019 ANNUAL GUIDANCE COMPANY REAFFIRMS 2018 ANNUAL GUIDANCE TAMPA, Fla. (Dec. 17, 2018) – WellCare Health Plans, Inc. (NYSE: WCG) (“WellCare”) today issued full-year 2019 guidance and reaffirmed its full-year 2018 guidance. For the full-year 2019, the company expects its adjusted earnings per diluted share (EPS) to be in the range of $13.15 to $13.40.

December 17, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2018 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction (Commission File Number

November 5, 2018 EX-4.9

Form of Subordinated Debt Security (included in Exhibit 4.9)

EX-4.9 3 ex49subindenture.htm FORM OF SUBORDINATED DEBT INDENTURE Exhibit 4.9 WellCare Health Plans, Inc. and The Bank of New York Mellon Trust Company, N.A. as Trustee INDENTURE Dated as of , 20 SUBORDINATED DEBT SECURITIES Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939: Trust Indenture Act Section Indenture Section Section 3

November 5, 2018 S-3ASR

WCG / Wellcare Health Plans, Inc. S-3ASR

S-3ASR 1 s32018.htm S-3ASR As filed with the Securities and Exchange Commission on November 5, 2018 Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WellCare Health Plans, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 47-0937650 (State or Other Jurisdiction

November 5, 2018 EX-25.1

Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A. as trustee under the Senior Debt Indenture.

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T‑1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) [ ] The Bank of New York Mellon Trust Company, N.A. (Exact name of trustee as specified in its charter) N

November 5, 2018 EX-25.2

Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A. as trustee under the Subordinated Debt Indenture.

EX-25.2 8 ex2522018.htm FORM T-1 - SUBORDINATED DEBT Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T‑1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) [ ] The Bank of New York Mellon Trust Company, N.A.

November 5, 2018 EX-4.7

Form of Senior Debt Security (included in Exhibit 4.7)

Exhibit 4.7 WellCare Health Plans, Inc. and The Bank of New York Mellon Trust Company, N.A. as Trustee INDENTURE Dated as of , 20 SENIOR DEBT SECURITIES Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939: Trust Indenture Act Section Indenture Section Section 310 (a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (b)

October 30, 2018 EX-99.2

Caidan Enterprises, Inc. and Subsidiaries Consolidated Financial Report June 30, 2018

EX-99.2 3 ex99163018.htm FINANCIAL STATEMENTS AS OF 6-30-18 FOR CAIDAN ENTERPRISES, INC. Exhibit 99.2 Caidan Enterprises, Inc. and Subsidiaries Consolidated Financial Report June 30, 2018 (Unaudited) Caidan Enterprises, Inc. and Subsidiaries Contents Consolidated Financial Statements Balance Sheet as of June 30, 2018 (unaudited) and December 31, 2017 1-2 Statement of Operations for the six months

October 30, 2018 8-K/A

Back to Form 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2018 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction (Comm

October 30, 2018 EX-99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2017 and the six months ended June 30, 2018 combine the historical consolidated statements of operations of WellCare and the Meridian Group, giving effect to the Meridian Acquisition and the Acquisition Financing Transactions,

October 30, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2018 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction (Commission File Number)

October 30, 2018 EX-99.1

WELLCARE REPORTS THIRD QUARTER 2018 RESULTS Company Increases Full-Year 2018 Guidance

EX-99.1 2 ex991103018.htm PRESS RELEASE DATED OCTOBER 30, 2018 Back to Form 8-K Exhibit 99.1 WELLCARE REPORTS THIRD QUARTER 2018 RESULTS Company Increases Full-Year 2018 Guidance TAMPA, Fla. (Oct. 30, 2018) - WellCare Health Plans, Inc. (NYSE: WCG) (“WellCare”) today reported results for the quarter ended September 30, 2018. As determined under generally accepted accounting principles (GAAP), net

October 30, 2018 10-Q

Back to Form 10-Q

10-Q 1 wcg-201809301810q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commi

October 30, 2018 EX-10.1

Amended and Restated Executive Severance Plan

Back to Form 10-Q Exhibit 10.1 WELLCARE HEALTH PLANS, INC. EXECUTIVE SEVERANCE PLAN 1. Purpose of the Plan The Board believes that it is in the best interests of the Company to encourage the continued employment and dedication of certain officers by providing economic security to such individuals in the event of certain terminations of employment, and the Plan has been established for this purpose

September 27, 2018 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2018 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction (Commission File Numbe

September 24, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2018 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction (Commission File Numbe

September 24, 2018 EX-99.1

WellCare Elects Former Louisiana Governor Bobby Jindal to Board of Directors

Back to Form 8-K Exhibit 99.1 WellCare Elects Former Louisiana Governor Bobby Jindal to Board of Directors TAMPA, Fla. (Sept. 24, 2018) — WellCare Health Plans, Inc. (NYSE: WCG) announced today it appointed Bobby Jindal, former governor of Louisiana, to its board of directors. “We are pleased to welcome Gov. Jindal to our board of directors,” said WellCare’s Chairman of the Board Chris Michalik. “

September 13, 2018 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2018 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction (Commission File Numbe

September 4, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 1, 2018 WellCare Health Plan, Inc. (Exact name of registrant specified in its charter) Delaware 001-32209 47-0937650 (State or Other Jurisdiction (Commission File Number) (I

September 4, 2018 EX-99.1

WELLCARE COMPLETES ACQUISITION OF MERIDIAN

EX-99.1 2 pr9418.htm PRESS RELEASE DATED SEPTEMBER 4, 2018 Return to Form 8-K Exhibit 99.1 WELLCARE COMPLETES ACQUISITION OF MERIDIAN TAMPA, Fla. (Sep. 4, 2018) — WellCare Health Plans, Inc. (NYSE: WCG) (“WellCare”) announced today that, effective September 1, 2018, it completed its acquisition of Meridian Health Plan of Michigan, Inc., Meridian Health Plan of Illinois, Inc., and MeridianRx, a pha

August 14, 2018 EX-99.1

WellCare Announces Closing of $750 Million of Senior Notes

Back to Form 8-K Exhibit 99.1 WellCare Announces Closing of $750 Million of Senior Notes TAMPA, Fla. (Aug. 14, 2018) — WellCare Health Plans, Inc. (NYSE: WCG) announced today that on August 13, 2018 it completed an offering of $750 million aggregate principal amount of 5.375% senior notes due 2026 (the “notes”). The notes were issued at 100.0% and bear interest at 5.375%. Interest will be payable

August 14, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2018 WellCare Health Plans, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or Other Jurisdiction (Commission (IRS Employer

August 14, 2018 EX-4.1

Indenture, dated August 13, 2018 between WellCare Health Plans, Inc. and the Bank of New York Mellon Trust Company, N.A. as trustee (including the form of 5.375% Senior Note due 2026)

Back to Form 8-K Exhibit 4.1 EXECUTION VERSION WELLCARE HEALTH PLANS, INC. $750,000,000 5.375% SENIOR NOTES DUE 2026 INDENTURE DATED AS OF AUGUST 13, 2018 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE TABLE OF CONTENTS ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 35 Section 1.03 No Incorporation by Reference of Trust

August 13, 2018 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2018 WellCare Health Plans, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or Other Jurisdiction (Commission (IRS Employer

August 13, 2018 EX-99.1

WellCare Announces Closing of Common Stock Offering

Return to Form 8-K Exhibit 99.1 WellCare Announces Closing of Common Stock Offering TAMPA, Fla. (Aug. 13, 2018) — WellCare Health Plans, Inc. (NYSE: WCG) announced today that on August 10, 2018 it closed an offering of 5,207,547 shares of its common stock at a public offering price of $265.00 per share, which includes the exercise in full by the underwriters of their option to purchase up to an ad

August 9, 2018 424B2

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee (1) Common Stock, par value $0.0

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-207839 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee (1) Common Stock, par value $0.01 5,207,547 $265.00 $1,379,999,955.00 $171,809.99 (1) In accordance wit

August 8, 2018 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2018 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction (Commission File Number) (

August 8, 2018 EX-99.1

WellCare Announces Pricing of $750 Million of Senior Notes

EX-99.1 2 pr0808181.htm PRESS RELEASE DATED AUGUST 8, 2018 Back to Form 8-K Exhibit 99.1 WellCare Announces Pricing of $750 Million of Senior Notes TAMPA, Fla. (Aug. 8, 2018) — WellCare Health Plans, Inc. (NYSE: WCG) announced today that it priced an offering of $750 million aggregate principal amount of 5.375% senior notes due 2026 (the “notes”). The notes will be issued at 100.0%, and bear inter

August 8, 2018 EX-1.1

Underwriting Agreement, dated August 7, 2018, by and among the Company and SunTrust Robinson Humphrey, Inc. and J.P. Morgan Securities LLC, acting as representatives of the several underwriters named therein.

Back to Form 8-K Exhibit 1.1 Execution Version WellCare Health Plans, Inc. 4,528,302 Shares of Common Stock Underwriting Agreement August 7, 2018 SunTrust Robinson Humphrey, Inc. J. P. Morgan Securities LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o SunTrust Robinson Humphrey, Inc. 3333 Peachtree Rd. NE 11th Floor Atlanta, Georgia 30326 c/o J. P. Morgan Securiti

August 8, 2018 EX-99.1

WellCare Announces Pricing of Common Stock

Back to Form 8-K Exhibit 99.1 WellCare Announces Pricing of Common Stock TAMPA, Fla. (Aug. 8, 2018) — WellCare Health Plans, Inc. (NYSE: WCG) announced today that on August 7, 2018 it priced an offering of 4,528,302 shares of its common stock at a public offering price of $265.00 per common share. The public offering of the common stock was made pursuant to a prospectus supplement and an accompany

August 8, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2018 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction (Commission File Number) (

August 6, 2018 424B5

Subject to completion, dated August 6, 2018

Table of Contents Filed Pursuant to Rule 424(b)(5) egistration No. 333-207839 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these s

August 6, 2018 EX-99.2

WellCare Announces Offering of Common Stock

EX-99.2 Exhibit 99.2 WellCare Announces Offering of Common Stock TAMPA, Fla. (Aug. 6, 2018) — WellCare Health Plans, Inc. (NYSE: WCG) (the “Company” or “WellCare”) announced today that it intends to offer for sale 3,990,712 shares of its common stock (the “common stock”). SunTrust Robinson Humphrey and J.P. Morgan will serve as joint book-running managers and as representatives of the underwriters

August 6, 2018 EX-99.3

Meridian: Advancing WellCare’s Strategy Strategically aligns with focus on government-sponsored health plans ü and related core capabilities Grows and diversifies Medicaid and Medicare Advantage businesses and adds substantial revenue ü + Adds integr

EX-99.3 Exhibit 99.3 Investor Presentation WellCare Equity Offering for Meridian Transaction August 2018Exhibit 99.3 Investor Presentation WellCare Equity Offering for Meridian Transaction August 2018 Cautionary Statement This presentation contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements tha

August 6, 2018 EX-99.6

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EX-99.6 Exhibit 99.6 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2017 and the three and twelve months ended March 31, 2018 combine the historical consolidated statements of operations of WellCare and the Meridian Group, giving effect to the Meridian Acquisition and the Acquisition F

August 6, 2018 EX-99.5

Caidan Enterprises, Inc. and Subsidiaries Consolidated Financial Report March 31, 2018

EX-99.5 7 d564883dex995.htm EX-99.5 Exhibit 99.5 Caidan Enterprises, Inc. and Subsidiaries Consolidated Financial Report March 31, 2018 (Unaudited) Caidan Enterprises, Inc. and Subsidiaries Contents Consolidated Financial Statements Balance Sheet as of March 31, 2018 (unaudited) and December 31, 2017 1-2 Statement of Operations for the three months ended March 31, 2018 and 2017 (unaudited) 3 State

August 6, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2018 WellCare Health Plans, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or Other Jurisdiction of Incorporation)

August 6, 2018 EX-99.4

Caidan Enterprises, Inc. and Subsidiaries Consolidated Financial Report December 31, 2017

EX-99.4 Exhibit 99.4 Caidan Enterprises, Inc. and Subsidiaries Consolidated Financial Report December 31, 2017 Caidan Enterprises, Inc. and Subsidiaries Contents Consolidated Financial Statements Balance Sheet 1-2 Statement of Operations 3 Statement of Comprehensive Income 4 Statement of Stockholders’ Equity 5 Statement of Cash Flows 6 Notes to Consolidated Financial Statements 7-32 Caidan Enterpr

August 6, 2018 EX-99.1

WellCare Announces Offering of $700 Million Senior Notes

EX-99.1 Exhibit 99.1 WellCare Announces Offering of $700 Million Senior Notes TAMPA, Fla. (Aug. 6, 2018) — WellCare Health Plans, Inc. (NYSE: WCG) (“WellCare” or the “Company”) announced today that it intends to offer for sale $700 million aggregate principal amount of senior notes due 2026 (the “notes”). WellCare intends to use the net proceeds from the offering to fund a portion of the cash cons

July 31, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2018 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction (Commission File Number) (I

July 31, 2018 EX-99.1

WELLCARE REPORTS SECOND QUARTER 2018 RESULTS Company Increases Full-Year 2018 Guidance

Back to Form 8-K Exhibit 99.1 WELLCARE REPORTS SECOND QUARTER 2018 RESULTS Company Increases Full-Year 2018 Guidance TAMPA, Fla. (July 31, 2018) - WellCare Health Plans, Inc. (NYSE: WCG) ("WellCare") today reported results for the quarter ended June 30, 2018. As determined under generally accepted accounting principles (GAAP), net income for the second quarter of 2018 was $151.6 million, or $3.35

July 31, 2018 EX-2.1

Transaction Agreement dated May 28, 2018 by and among Caidan Management Company, LLC, MeridianRx, LLC, Caidan Holding Company, Caidan Enterprises, Inc. and The WellCare Management Group, Inc.

EX-2.1 2 ex2152818.htm TRANSACTION AGREEMENT DATED MAY 28, 2018 Exhibit 2.1 EXECUTION VERSION TRANSACTION AGREEMENT dated as of May 28, 2018 by and among CAIDAN MANAGEMENT COMPANY, LLC, MERIDIANRX, LLC, CAIDAN HOLDING COMPANY, CAIDAN ENTERPRISES, INC. and THE WELLCARE MANAGEMENT GROUP, INC. TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1 Defined Terms 1 1.2 Descriptive Headings; Interpretation

July 31, 2018 10-Q

WCG / Wellcare Health Plans, Inc. 10-Q (Quarterly Report)

10-Q 1 wcg-201806301810q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

July 24, 2018 EX-10.1

Amended and Restated Credit Agreement, dated as of July 23, 2018 by and among WellCare Health Plans, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto

Back to Form 8-K Exhibit 10.1 EXECUTION COPY AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 23, 2018 among WELLCARE HEALTH PLANS, INC. The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent SUNTRUST BANK, BANK OF AMERICA, N.A., MUFG BANK, LTD. and WELLS FARGO BANK, NATIONAL ASSOCIATION as Co-Syndication Agents and GOLDMAN SACHS BANK USA and U.S. BANK NATIONAL ASSOCIATIO

July 24, 2018 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2018 WellCare Health Plans, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or Other Jurisdiction (Commission (IRS Employer o

July 24, 2018 EX-99.1

WellCare Announces Five-Year $1.3 Billion Amended and Restated Credit Agreement

Back to Form 8-K Exhibit 99.1 WellCare Announces Five-Year $1.3 Billion Amended and Restated Credit Agreement TAMPA, Fla. (July 24, 2018) — WellCare Health Plans, Inc. (“WellCare”) (NYSE: WCG) today announced that it has entered into an Amended and Restated Credit Agreement for its Revolving Credit Facility (“Credit Agreement”). The company plans on using this upsized facility to support its long-

May 29, 2018 EX-99.1

WELLCARE TO ACQUIRE MERIDIAN FOR $2.5 BILLION Grows and Strengthens Medicaid and Medicare Advantage Businesses Enhances Business with Pharmacy Benefit Manager Platform Delivers Significant Revenue Growth Transaction Expected to be Accretive to Earnin

Back to Form 8-K Exhibit 99.1 WELLCARE TO ACQUIRE MERIDIAN FOR $2.5 BILLION Grows and Strengthens Medicaid and Medicare Advantage Businesses Enhances Business with Pharmacy Benefit Manager Platform Delivers Significant Revenue Growth Transaction Expected to be Accretive to Earnings Company to Host Conference Call and Webcast at 5:00 p.m. EDT Today TAMPA, Fla. (May 29, 2018) — WellCare Health Plans

May 29, 2018 EX-99.2

Back to Form 8-K

Back to Form 8-K Exhibit 99.2

May 29, 2018 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 28, 2018 WELLCARE HEALTH PLANS, INC. (Exact name of registrant specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction (Commission File Number) (I.R.S

May 24, 2018 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2018 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction (Commission File Number) (IR

May 1, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2018 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction (Commission File Number) (IRS

May 1, 2018 EX-99.1

WELLCARE REPORTS FIRST QUARTER 2018 RESULTS Company Increases Full-Year 2018 Guidance

EX-99.1 2 ex991050118.htm PRESS RELEASE DATED MAY 1, 2018 Back to Form 8-K Exhibit 99.1 WELLCARE REPORTS FIRST QUARTER 2018 RESULTS Company Increases Full-Year 2018 Guidance TAMPA, Fla. (May 1, 2018) - WellCare Health Plans, Inc. (NYSE: WCG) (“WellCare”) today reported results for the quarter ended March 31, 2018. As determined under generally accepted accounting principles (GAAP), net income for

May 1, 2018 EX-10.1

Non-Employee Director Compensation Policy (as amended and restated effective February 23, 2018)

EX-10.1 2 ex10133118.htm EXHIBIT 10.1 Exhibit 10.1 WELLCARE HEALTH PLANS, INC. Non-Employee Director Compensation Policy This Non-Employee Director Compensation Policy (the “Policy”) sets forth the compensation to be paid to non-employee members (“Non-Employee Directors”) of the Board of Directors (the “Board”) of WellCare Health Plans, Inc. (the “Company”), which shall remain in effect until amen

May 1, 2018 10-Q

WCG / Wellcare Health Plans, Inc. 10-Q (Quarterly Report)

10-Q 1 wcg-201803311810q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissio

April 9, 2018 DEFA14A

WCG / Wellcare Health Plans, Inc. DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

April 9, 2018 DEF 14A

WCG / Wellcare Health Plans, Inc. DEF 14A

DEF 14A 1 d474113ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Stat

February 16, 2018 EX-10.4.B

Non-Employee Director Compensation Policy (as amended and restated effective May 24, 2017)

Exhibit 10.4.b WELLCARE HEALTH PLANS, INC. Non-Employee Director Compensation Policy This Non-Employee Director Compensation Policy (the “Policy”) sets forth the compensation to be paid to non-employee members (“Non-Employee Directors”) of the Board of Directors (the “Board”) of WellCare Health Plans, Inc. (the “Company”), which shall remain in effect until amended, replaced or rescinded by furthe

February 16, 2018 EX-12.1

Ratio of Earnings to Fixed Charges

Exhibit 12.1 WellCare Health Plans, Inc. Ratio of Earnings to Fixed Charges (Unaudited) (Dollars in thousands) For the Year Ending December 31, 2013 2014 2015 2016 2017 Income before income taxes $ 278,300 $ 177,800 $ 336,100 $ 529,500 $ 461,600 Fixed charges: Interest expense 11,900 39,400 54,200 59,100 68,500 Estimated interest on operating leases 1,788 2,078 2,900 3,200 4,100 Total fixed charge

February 16, 2018 EX-21.1

List of subsidiaries

EX-21.1 4 ex211sublist13118.htm LIST OF SUBSIDIARIES Exhibit 21.1 LIST OF SUBSIDIARIES OF WELLCARE HEALTH PLANS, INC. As of January 31, 2018 Entity Name Jurisdiction of Organization Accountable Care Coalition of Arizona, LLC Arizona Accountable Care Coalition of Central Georgia, LLC Georgia Accountable Care Coalition of Chesapeake, LLC Maryland Accountable Care Coalition of Coastal Georgia, LLC Ge

February 16, 2018 10-K

WCG / Wellcare Health Plans, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number 001-32209 WellCare Health Plans, Inc

February 9, 2018 SC 13G/A

WCG / Wellcare Health Plans, Inc. / VANGUARD GROUP INC Passive Investment

wellcarehealthplansinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7 )* Name of issuer: WellCare Health Plans Inc Title of Class of Securities: Common Stock CUSIP Number: 94946T106 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the app

February 8, 2018 SC 13G/A

WCG / Wellcare Health Plans, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7 )* Wellcare Health Plans, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 94946T106 (CUSIP Number) December 29, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

February 6, 2018 EX-99.1

WELLCARE REPORTS FOURTH QUARTER AND FULL-YEAR 2017 RESULTS Company Increases Full-Year 2018 Guidance

EX-99.1 2 ex991020618.htm PRESS RELEASE DATED FEBRUARY 6, 2018 Back to Form 8-K Exhibit 99.1 WELLCARE REPORTS FOURTH QUARTER AND FULL-YEAR 2017 RESULTS Company Increases Full-Year 2018 Guidance TAMPA, Fla. (Feb. 6, 2018) - WellCare Health Plans, Inc. (NYSE: WCG) (“WellCare”) today reported results for the quarter ended December 31, 2017. As determined under generally accepted accounting principles

February 6, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2018 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction (Commission Fil

January 9, 2018 EX-99.1

Back to Form 8-K

EX-99.1 2 ex991pres1918.htm PRESENTATION DATED JANUARY 9, 2018 Back to Form 8-K Exhibit 99.1

January 9, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2018 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction (Commission File

December 18, 2017 EX-99.2

Back to Form 8-K

Exhibit Back to Form 8-K Exhibit 99.2

December 18, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2017 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction (Commission Fi

December 18, 2017 EX-99.1

WellCare Issues 2018 Annual Guidance Reaffirms 2017 Annual Guidance

Exhibit Back to Form 8-K Exhibit 99.1 WellCare Issues 2018 Annual Guidance Reaffirms 2017 Annual Guidance TAMPA, Fla. (Dec. 18, 2017) ? WellCare Health Plans, Inc. (NYSE: WCG) today issued full-year 2018 guidance and reaffirmed its full-year 2017 guidance. For the full-year 2018, the company expects its adjusted earnings per diluted share (EPS) to be in the range of $8.40 to $8.65. For the full-ye

October 31, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2017 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction (Commission Fil

October 31, 2017 EX-99.1

WELLCARE REPORTS THIRD QUARTER 2017 RESULTS Company Increases Full-Year 2017 Guidance

EX-99.1 2 ex991110217.htm PRESS RELEASE DATED OCTOBER 31, 2017 Back to Form 8-K Exhibit 99.1 WELLCARE REPORTS THIRD QUARTER 2017 RESULTS Company Increases Full-Year 2017 Guidance TAMPA, Fla. (Oct. 31, 2017) - WellCare Health Plans, Inc. (NYSE: WCG) (“WellCare”) today reported results for the quarter ended September 30, 2017. As determined under generally accepted accounting principles (GAAP), net

October 31, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 wcg-201709301710q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commi

October 2, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2017 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction (Commission F

October 2, 2017 EX-10.1

As amended and restated as of September 28, 2017

EX-10.1 2 ex101092817.htm EXECUTIVE SEVERANCE PLAN Back to Form 8-K Exhibit 10.1 WELLCARE HEALTH PLANS, INC. EXECUTIVE SEVERANCE PLAN 1. Purpose of the Plan The Board believes that it is in the best interests of the Company to encourage the continued employment and dedication of certain officers by providing economic security to such individuals in the event of certain terminations of employment,

August 4, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2017 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction (Commission File

August 4, 2017 EX-99.1

WELLCARE REPORTS SECOND QUARTER 2017 RESULTS COMPANY INCRESES FULL-YEAR 2017 GUIDANCE

Back to Form 8-K Exhibit 99.1 WELLCARE REPORTS SECOND QUARTER 2017 RESULTS COMPANY INCRESES FULL-YEAR 2017 GUIDANCE TAMPA, Fla. (Aug 4, 2017) - WellCare Health Plans, Inc. (NYSE: WCG) (“WellCare”) today reported results for the quarter ended June 30, 2017. As determined under generally accepted accounting principles (GAAP), net income for the second quarter of 2017 was $74.1 million, or $1.65 per

August 4, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32209 WELLCARE H

July 13, 2017 EX-24

POWER OF ATTORNEY

POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints Anat Hakim, Michael Haber, Phillip Bisesi, Kendra Archer and Michele Booth as the undersigned's true and lawful attorneys-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) prepare, execute, acknowledge, deliver and file a Form ID (including any amendments or authentications thereto) with respect to obtaining EDGAR codes, with the U.

May 25, 2017 8-K

Submission of Matters to a Vote of Security Holders

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2017 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction (Commission File Nu

May 4, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 wcg-201703311710q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissio

May 3, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2017 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction (Commission File Number) (IRS

May 3, 2017 EX-99.1

WELLCARE REPORTS FIRST QUARTER 2017 RESULTS Company Increases Full-Year 2017 Guidance Including Universal American Acquisition

Exhibit Back to Form 8-K Exhibit 99.1 WELLCARE REPORTS FIRST QUARTER 2017 RESULTS Company Increases Full-Year 2017 Guidance Including Universal American Acquisition TAMPA, Fla. (May 3, 2017) - WellCare Health Plans, Inc. (NYSE: WCG) (?WellCare?) today reported results for the quarter ended March 31, 2017. As determined under generally accepted accounting principles (GAAP), net income for the first

April 28, 2017 EX-99.1

WELLCARE COMPLETES ACQUISITION OF UNIVERSAL AMERICAN CORP.

EX-99.1 2 ex991042817.htm PRESS RELEASE DATED APRIL 28, 2017 Back to Form 8-K Exhibit 99.1 WELLCARE COMPLETES ACQUISITION OF UNIVERSAL AMERICAN CORP. TAMPA, Fla. (April 28, 2017) - WellCare Health Plans, Inc. (NYSE: WCG) (“WellCare”) announced today that it has completed its acquisition of Universal American Corp. (NYSE: UAM) (“Universal American”) following the receipt of all required regulatory

April 28, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 28, 2017 Date of earliest event reported: April 28, 2017 WELLCARE HEALTH PLANS, INC.

April 10, 2017 8-K

Wellcare Health Plans 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2017 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction (Commission File N

April 10, 2017 DEFA14A

Wellcare Health Plans DEFINITIVE ADDITIONAL MATERIALS

Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 10, 2017 DEF 14A

Wellcare Health Plans DEFINITIVE PROXY STATEMENT

Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 10, 2017 SC 13G/A

WCG / Wellcare Health Plans, Inc. / VANGUARD GROUP INC Passive Investment

wellcarehealthplansinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6 )* Name of issuer: WellCare Health Plans Inc Title of Class of Securities: Common Stock CUSIP Number: 94946T106 Date of Event Which Requires Filing of this Statement: March 31, 2017 Check the approp

March 23, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2017 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction (Commission File Number) (

March 23, 2017 EX-10.1

Increasing Lender Supplement dated March 22, 2017 to the Credit Agreement dated January 8, 2016 among WellCare Health Plans, Inc. and the parties thereto

Back to Form 8-K Exhibit 10.1 EXECUTION COPY MASTER INCREASING LENDER SUPPLEMENT MASTER INCREASING LENDER SUPPLEMENT, dated March 22, 2017 (this “Supplement”), by and among each of the Lenders signatory hereto (each, an “Increasing Lender”) and the other parties signatory hereto, to the Credit Agreement, dated as of January 8, 2016 (as amended, restated, supplemented or otherwise modified from tim

March 23, 2017 EX-4.1

Base Indenture, dated March 22, 2017 between WellCare Health Plans, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee

EX-4.1 2 ex41322171.htm BASE INDENTURE DATED MARCH 22, 2017 Back to Form 8-K Exhibit 4.1 Execution Version WellCare Health Plans, Inc. and The Bank of New York Mellon Trust Company, N.A. as Trustee INDENTURE Dated as of March 22, 2017 SENIOR DEBT SECURITIES Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939: Trust Indenture Act Se

March 23, 2017 EX-4.2

First Supplemental Indenture, dated March 22, 2017 between WellCare Health Plans, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 5.25% Senior Note due 2025)

Back to Form 8-K Exhibit 4.1 EXECUTION VERSION WELLCARE HEALTH PLANS, INC. $1,200,000,000 5.25% Senior Notes due 2025 FIRST SUPPLEMENTAL INDENTURE Dated as of March 22, 2017 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee US-DOCS\82883522 TABLE OF CONTENTS Page ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions. 2 Section 1.02 Other Definitions. 32 Section 1.

March 9, 2017 424B2

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities Offered Maximum Aggregate Offering Price Amount of Registration Fee(1) 5.25% Senior Notes due 2025 $1,200,000,000 $139,080

Prospectus Supplement Table of Contents CALCULATION OF REGISTRATION FEE Title of Each Class of Securities Offered Maximum Aggregate Offering Price Amount of Registration Fee(1) 5.

March 9, 2017 8-K

Regulation FD Disclosure

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2017 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction (Commission File N

March 9, 2017 EX-99.1

WellCare Announces Pricing of Notes

EX-99.1 3 ex991030817.htm PRESS RELEASE DATED MARCH 8, 2017 Back to Form 8-K Exhibit 99.1 WellCare Announces Pricing of Notes Tampa, Fla. (Mar. 8, 2017) – WellCare Health Plans, Inc. (NYSE: WCG) (“WellCare”) today announced that on March 8, 2017, it priced $1.2 billion aggregate principal amount of its 5.25% senior notes due 2025. The public offering of the notes was made pursuant to a registratio

March 9, 2017 EX-1.1

Underwriting Agreement, dated March 8, 2017, by and among the Company and J.P. Morgan Securities LLC, acting as representative of the several underwriters named therein.

Exhibit Back to Form 8-K Exhibit 1.1 EXECUTION VERSION WellCare Health Plans, Inc. 5.25% Senior Notes due 2025 Underwriting Agreement March 8, 2017 J.P. Morgan Securities LLC As Representative of the several Underwriters listed in Schedule I hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: WellCare Health Plans, Inc., a Delaware corporation (t

March 9, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2017 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction (Commission File N

March 8, 2017 FWP

PRICING TERM SHEET WELLCARE HEALTH PLANS, INC. $1,200.0 million of 5.25% Senior Notes Due 2025

Filed Pursuant to Rule 433 Registration No. 333-207839 March 8, 2017 PRICING TERM SHEET WELLCARE HEALTH PLANS, INC. $1,200.0 million of 5.25% Senior Notes Due 2025 This Pricing Term Sheet should be read together with the Preliminary Prospectus Supplement, subject to completion, dated March 8, 2017, relating to the notes (the “Preliminary Prospectus Supplement”). The information in this Pricing Ter

March 8, 2017 424B5

WellCare Health Plans, Inc. 8735 Henderson Road Renaissance One Tampa, Florida 33634 (813) 290-6200 Attn: Investor Relations Department Internet Website: www.wellcare.com

Prospectus Supplement Table of Contents Filed pursuant to Rule 424(b)(5) Registration No.

March 6, 2017 EX-99.1

Back to Form 8-K

EX-99.1 2 ex99130617.htm PRESENTATION DATED MARCH 6, 2017 Back to Form 8-K Exhibit 99.1

March 6, 2017 8-K

Wellcare Health Plans 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2017 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction (Commission File N

February 13, 2017 EX-21.1

LIST OF SUBSIDIARIES As of February 10, 2017

EX-21.1 3 wcg-ex21120161231.htm LIST OF SUBSIDIARIES EXHIBIT 21.1 LIST OF SUBSIDIARIES As of February 10, 2017 SUBSIDIARY STATE OF ORGANIZATION America’s 1st Choice California Holdings, LLC Florida Care 1st Health Plan Arizona, Inc. Arizona Care1st Health Plan Administrative Services, Inc. Arizona Comprehensive Health Management, Inc. (also does business as Comprehensive Health Management Inc. of

February 13, 2017 EX-12.1

WellCare Health Plans, Inc. Ratio of Earnings to Fixed Charges (Unaudited) (Dollars in thousands) For the Year Ending December 31, 2012 2013 2014 2015 2016 Income before income taxes $ 296,439 $ 278,300 $ 177,800 $ 336,100 $ 529,500 Fixed charges: In

Exhibit 12.1 WellCare Health Plans, Inc. Ratio of Earnings to Fixed Charges (Unaudited) (Dollars in thousands) For the Year Ending December 31, 2012 2013 2014 2015 2016 Income before income taxes $ 296,439 $ 278,300 $ 177,800 $ 336,100 $ 529,500 Fixed charges: Interest expense 4,122 11,900 39,400 54,200 59,100 Estimated interest on operating leases 614 1,788 2,078 2,900 3,200 Total fixed charges 4

February 13, 2017 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2016 OR o TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number 001-32209 WellCare Health Plans, Inc

February 10, 2017 SC 13G/A

WCG / Wellcare Health Plans, Inc. / VANGUARD GROUP INC Passive Investment

wellcarehealthplansinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5 )* Name of issuer: WellCare Health Plans Inc Title of Class of Securities: Common Stock CUSIP Number: 94946T106 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the app

February 9, 2017 SC 13G/A

WCG / Wellcare Health Plans, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6 )* Wellcare Health Plans, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 94946T106 (CUSIP Number) December 30, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

February 7, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2017 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction (Commission Fil

February 7, 2017 EX-99.1

WELLCARE REPORTS FOURTH QUARTER AND FULL-YEAR 2016 RESULTS Reaffirms 2017 Annual Guidance

Back to Form 8-K Exhibit 99.1 WELLCARE REPORTS FOURTH QUARTER AND FULL-YEAR 2016 RESULTS Reaffirms 2017 Annual Guidance TAMPA, Fla. (Feb. 7, 2017) - WellCare Health Plans, Inc. (NYSE: WCG) today reported results for the fourth quarter and full-year 2016. As determined under generally accepted accounting principles (GAAP), net income for the fourth quarter of 2016 was $44.9 million, or $1.00 per di

January 11, 2017 8-K

Wellcare Health Plans 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2017 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction (Commission Fil

January 11, 2017 EX-99.1

Back to Form 8-K

Exhibit Back to Form 8-K Exhibit 99.1

January 9, 2017 EX-24

POWER OF ATTORNEY

POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints Anat Hakim, Michael Haber, Phillip Bisesi, Kendra Archer and Michele Booth as the undersigned's true and lawful attorneys-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) prepare, execute, acknowledge, deliver and file a Form ID (including any amendments or authentications thereto) with respect to obtaining EDGAR codes, with the U.

December 19, 2016 8-K

Wellcare Health Plans 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2016 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction (Commission Fi

December 19, 2016 EX-99.2

Back to Form 8-K

Exhibit Back to Form 8-K Exhibit 99.2

December 19, 2016 EX-99.1

WellCare Issues 2017 Annual Guidance Reaffirms 2016 Annual Guidance

EX-99.1 2 ex991121916.htm PRESS RELEASE DATED DECEMBER 19, 2016 Back to Form 8-K Exhibit 99.1 WellCare Issues 2017 Annual Guidance Reaffirms 2016 Annual Guidance TAMPA, Fla. (Dec. 19, 2016) - WellCare Health Plans, Inc. (NYSE: WCG) today issued full-year 2017 guidance and reaffirmed its full-year 2016 guidance. For the full-year 2017, the company expects its adjusted earnings per diluted share (EP

November 21, 2016 8-K

Wellcare Health Plans 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: November 21, 2016 Date of earliest event reported: November 17, 2016 WELLCARE HEALTH PLANS, INC.

November 17, 2016 8-K

Wellcare Health Plans 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 17, 2016 Date of Report (Date of earliest event reported) WELLCARE HEALTH PLANS, INC.

November 17, 2016 EX-99.1

[WellCare Logo] [Universal American Logo] WELLCARE TO ACQUIRE UNIVERSAL AMERICAN CORP. Strengthens Medicare Advantage Business in Key Markets Positions Company for Growth with Addition of High-Quality Medicare Advantage Plans Transaction Expected to

Exhibit Back to Form 8-K Exhibit 99.1 [WellCare Logo] [Universal American Logo] WELLCARE TO ACQUIRE UNIVERSAL AMERICAN CORP. Strengthens Medicare Advantage Business in Key Markets Positions Company for Growth with Addition of High-Quality Medicare Advantage Plans Transaction Expected to be Accretive to Earnings TAMPA, Fla. and White Plains, NY (Nov. 17, 2016) ? WellCare Health Plans, Inc. (NYSE: W

November 17, 2016 EX-99.3

Office Address: 8725 Henderson Road | Renaissance 1 | Tampa, FL 33634 Mailing Address: 8735 Henderson Road | Renaissance 2 | Tampa, FL 33634

Exhibit Back to Form 8-K Exhibit 99.3 Kenneth A. Burdick Chief Executive Officer November 17, 2016 This is an important day for the Universal American and WellCare families. Earlier this morning, we announced that WellCare has entered into an agreement to acquire Universal American, a respected and admired company. I?m very excited to know that our companies will move forward together, joined in t

November 17, 2016 EX-99.2

Back to Form 8-K

Exhibit Back to Form 8-K Exhibit 99.1

November 15, 2016 EX-99.1

Back to Form 8-K

EX-99.1 2 ex991111516.htm PRESENTATION DATED NOVEMBER 15, 2016 Back to Form 8-K Exhibit 99.1

November 15, 2016 8-K

Wellcare Health Plans 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2016 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction (Commission Fi

November 1, 2016 EX-99.1

WELLCARE REPORTS THIRD QUARTER 2016 RESULTS Company Increases Full-Year 2016 Guidance

Exhibit Back to Form 8-K Exhibit 99.1 WELLCARE REPORTS THIRD QUARTER 2016 RESULTS Company Increases Full-Year 2016 Guidance TAMPA, Fla. (Nov. 1, 2016) - WellCare Health Plans, Inc. (NYSE: WCG) today reported results for the quarter ended September 30, 2016. As determined under generally accepted accounting principles (GAAP), net income for the third quarter of 2016 was $68.6 million, or $1.54 per

November 1, 2016 8-K

Wellcare Health Plans 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2016 WELLCARE HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32209 47-0937650 (State or other jurisdiction (Commission Fil

November 1, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32209 WELLC

November 1, 2016 EX-10.1

Form of Performance Stock Unit Award Notice and Agreement (for grants dated September 29, 2016)

EX-10.1 2 ex101formretentionpsuaward.htm FORM OF PSU AWARD (SEPTEMBER 29, 2016) Exhibit 10.1 WELLCARE HEALTH PLANS, INC. 2013 INCENTIVE COMPENSATION PLAN PERFORMANCE STOCK UNIT AWARD NOTICE AND AGREEMENT This award is made to the Participant named below by WellCare Health Plans, Inc., a Delaware corporation (the “Company”). Subject to the terms and conditions of this Performance Stock Unit Award N

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