X0202 4 2004-12-22 0001279363 WELLCARE HEALTH PLANS, INC. WCG 0001253600 SOROS PRIVATE EQUITY INVESTORS LP 888 SEVENTH AVENUE 33RD FLOOR NEW YORK NY 10106 0 0 1 0 0001253606 SPEP GENERAL PARTNER LP 888 SEVENTH AVENUE 33RD FLOOR NEW YORK NY 10106 0 0 1 0 0001253602 SPEP GENERAL PARTNER LLC 888 SEVENTH AVENUE 33RD FLOOR NEW YORK NY 10106 0 0 1 0 0001237660 QIH MANAGEMENT INVESTOR LP 888 SEVENTH AVENUE 33RD FLOOR NEW YORK NY 10106 0 0 1 0 0001237658 QIH MANAGEMENT LLC 888 SEVENTH AVENUE 33RD FLOOR NEW YORK NY 10106 0 0 1 0 0001029160 SOROS FUND MANAGEMENT LLC 888 SEVENTH AVENUE 33RD FLOOR NEW YORK NY 10106 0 0 1 0 0000900203 SOROS GEORGE 888 SEVENTH AVENUE 33RD FLOOR NEW YORK NY 10106 0 0 1 0 Common Stock 2004-12-22 4 S 0 5575055 30.40 D 16733784 D The general partner of Soros Private Equity Investors LP, a Delaware limited partnership ("SPEI"), is SPEP General Partner LP, a Delaware limited partnership ("SPEP GP LP"). An investment committee of SPEP GP LP exercises exclusive decision-making authority with regard to to the acquisition and disposition of, and voting power with respect to, investments by SPEI. SPEP GP LP's general partner is SPEP General Partner LLC, a Delaware limited liability company, whose managing member is QIH Management Investor, L.P., a Delaware limited partnership, whose sole general partner is QIH Management LLC, a Delaware limited liability company, whose sole managing member is Soros Fund Management LLC, a Delaware limited liability company ("SFM"). George Soros is the Chairman of SFM and, in such capacity, may be deemed to have voting and dispositive power over the securities held for the account of SPEI. The filing of this statement shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of any securities not held directly for its account for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. The following notes relate to the signatures for this statement: (2) Mr. Brown is signing in his capacity as Assistant General Counsel of SFM, the managing member of QIH Management LLC, the sole general partner of QIH Management Investor, L.P., the managing member of SPEP General Partner LLC, the general partner of SPEP GP LP, the general partner of SPEI. (3) Mr. Brown is signing in his capacity as Assistant General Counsel of SFM, the managing member of QIH Management LLC, the sole general partner of QIH Management Investor, L.P., the managing member of SPEP General Partner LLC, the general partner of SPEP GP LP. (4) Mr. Brown is signing in his capacity as Assistant General Counsel of SFM, the managing member of QIH Managment LLC, the sole general partner of QIH Management Investor, L.P., the managing member of SPEP General Partner LLC. (5) Mr. Brown is signing in his capacity as Assistant General Counsel of SFM, the managing member of QIH Management LLC, the sole general partner of QIH Management Investor, L.P. (6) Mr. Brown is signing in his capacity as Assistant General Counsel of SFM, the managing member of QIH Management LLC. John F. Brown, Soros Private Equity Investors LP (2) 2004-12-22 John F. Brown, SPEP General Partner LP (3) 2004-12-22 John F. Brown, SPEP General Partner LLC (4) 2004-12-22 John F. Brown, QIH Management Investor, L.P. (5) 2004-12-22 John F. Brown, QIH Management LLC (6) 2004-12-22 John F. Brown, as Assistant General Counsel of Soros Fund Management LLC 2004-12-22 John F. Brown, as Attorney-in-Fact for Mr. George Soros 2004-12-22