Explanation of Responses:
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(
1)
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The shares were applied to the payment of withholding taxes arising in connection with the vesting of 15,572 shares on March 1, 2015.
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(
2)
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Represents the closing price (and selling price) of the Issuer's common stock on March 1, 2015.
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(
3)
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46,715 shares shall vest upon the Company achieving total revenue in any of the 2013, 2014, or 2015 fiscal years equal to or greater than $12 billion; and 15,572 shares vest on March 1, 2016.
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4)
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38,216 of such shares vest in one-half increments on each of March 1, 2016 and March 1, 2017. 19,108 of such shares vest upon the Company achieving three-year Total Stockholder Return (TSR) as determined by ISS calculations that is greater than the median TSR achieved by the Company's ISS peer group for the three-year period ending December 31, 2016. 47,771 of such shares vest upon the Company achieving a three-year EBITDA margin percentage for the three-year period ending December 31, 2016 equal to or greater than 4.0%. 47,771 of such shares vest upon the Company achieving a cumulative earnings per share of at least $8.50 for the three year period ending December 31, 2016.
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5)
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The shares were applied to the payment of withholding taxes arising in connection with the vesting of 19,109 shares on March 1, 2015.
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6)
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The shares were applied to the payment of withholding taxes arising in connection with the vesting of 19,108 shares on March 1, 2015. The shares that vested on March 1, 2015 include the shares that were subject to vesting on March 1, 2015 contingent upon the Company achieving a one-year Total Stockholder Return as determined by ISS calculations for fiscal year 2014 that is greater than the average Total Stockholder Return achieved by Centene Corporation and WellCare Group for their fiscal year ending December 31, 2014. The Company's achievement of such Total Stockholder Return was certified by the compensation committee on February 24, 2015.
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7)
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The shares are owned by Dr. Molina, as trustee of the David M.F. Molina Trust No. 2 dated 5/14/2003.
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8)
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The shares are owned by Dr. Molina, as trustee of the Mary Clare F. Molina Trust No. 2 dated 5/14/2003.
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9)
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The shares are owned by Dr. Molina, as trustee of the Colleen A.F. Fox Trust No. 2 dated 5/14/2003.
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10)
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Excludes 9,640 shares previously transferred to the beneficiary pursuant to the trust in a non-reportable transaction.
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11)
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The shares are owned by Dr. Molina, as trustee of the Carley A.F. Fox Trust No. 2 dated 5/14/2003.
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12)
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The shares are owned by Dr. Molina's spouse, Therese A. Molina, Trustee of the Remainder Trust for David M.F. Molina dated 12/3/2008.
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13)
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The shares are owned by Dr. Molina's spouse, Therese A. Molina, Trustee of the Remainder Trust for Mary Clare F. Molina dated 12/3/2008.
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14)
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The shares are owned by Dr. Molina's spouse, Therese A. Molina, Trustee of the Remainder Trust for Colleen A.F. Fox dated 12/3/2008.
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15)
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The shares are owned by Dr. Molina's spouse, Therese A. Molina, Trustee of the Remainder Trust for Carley F. Fox dated 12/3/2008.
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16)
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The shares are owned by the J. Marion Molina Separate Property Trust, of which Dr. Molina is sole trustee.
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17)
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The shares are held by the M/T Molina Family Trust, of which Dr. Molina and his spouse are trustees and beneficiaries.
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18)
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The shares are owned by the Molina Family, LLC, of which Dr. Molina is the sole manager.
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19)
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The shares are owned by JMB GRAT 1209/4 for the benefit of Josephine M. Battiste, of which Dr. Molina is sole trustee.
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20)
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The shares are owned by JMM GRAT 1208/5, of which Dr. Molina is beneficiary.
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21)
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The shares are owned by JMM GRAT 911/4, of which Dr. Molina is the beneficiary.
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22)
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The shares are owned by Dr. Molina, as trustee of the Julius Avery Battiste Trust IV.
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23)
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The shares are owned by Dr. Molina, as trustee of the Katherine Rose Battiste Trust IV.
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24)
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The options are fully vested.
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