AGM 2020

May 7, 2020

Welcome to the Molina Healthcare Annual Meeting. My name is Rafael. I will be your operator at this time. All participants are in a listen mode only. I will now turn the call over to Julie Trondell. You may begin. Welcome to the 2020 Annual Meeting of Stockholders for Molina Healthcare, which we are conducting virtually this year due to the COVID-nineteen pandemic. I would now like to turn the meeting over to the Chairman of our Board of Directors, Mr. Dale Wolf, who will preside over the annual meeting. Thanks, Julie, and welcome, everyone, including particularly those shareholders who are listening in. I would like to now call the meeting to order. With us today are Joe Zubretsky, the company's President and Chief Executive Officer and his senior executive team. Also with us are all the members of our Board of Directors. Finally, we have on the line Mr. Carlos Gutierrez of E and Y, who will be available to answer any questions concerning the company's financial statements during the Q and A period following the conclusion of the formal portion of the meeting. The secretary of the meeting today will be Jeff Barlow, the company's Chief Legal Officer and Secretary and the Inspector of Elections will be Ron Kurtz, Executive Vice President and Chief of Staff to the CEO. Any questions from the shareholders can be submitted on the screen provided for questions and will be answered at the end of the meeting. We request that each shareholder submit the question, identify himself or herself and their institutional affiliation for the record. All questions submitted should be relevant to the matters addressed during the meeting. The Secretary of the meeting has presented proof by an affidavit of mailing establishing that notice of the meeting was duly given. This affidavit will be incorporated into the minutes of the meeting. All shareholders of record at the close of business on March 10, 2020, are entitled to vote. I would now like to ask the secretary to report whether there are sufficient shares represented at the annual meeting, either in person or by proxy to constitute a quorum. Thank you, Mr. Chairman. And yes, a quorum is present as there are 51,000,000 20,881 shares represented in person or by proxy, which constitutes 83.9 percent of the 60,846,395 outstanding shares entitled to vote at the annual meeting today. Thank you. Because a quorum is present, I declare this annual meeting to be duly convened for purposes of transacting such business as may properly come before it. At this annual meeting, shareholders are voting on 3 proposals. The first proposal is to elect 3 Class III directors to hold office until the 2021 annual meeting. The Board recommends the election of each of Rona Romney, Dale Wolf and Joe Zubretsky as Class III Directors of the company. Proposal number 2 is to consider and approve on a nonbinding advisory basis the compensation of our named executive officers. The Board recommends a vote for the proposal to approve the compensation of our named executive officers as described in the 2020 proxy statement. Finally, proposal number 3 is to ratify the appointment of as our independent registered public accounting firm for 2020. The Board recommends the ratification of the appointment of as the company's independent registered public accounting firm for 2020. Jeff Barlow and Bert Park will act as proxies to vote the shares of the stockholders of the company who have voted by proxy. Stockholders who voted by proxy do not need to vote here. Any stockholder desiring to vote at the meeting may vote their shares at the meeting by using the voting button on their screen. I'll now allow a few minutes for any stockholders who need to vote to vote now. Okay. Thank you. I now declare the polls closed. I will now ask the secretary to report the results of the voting. Mr. Chairman, subject to any votes that were just cast, for proposal number 1, there were 46,000,000,374,000 901 shares voted for the reelection of Ms. Romney representing 96.8 percent of the votes cast. There were 47,224,710 shares voted for the reelection of Mr. Wolf yourself representing 98.6 percent of the votes cast. And there were 47,000,000 810,006 169 shares voted for the reelection of Mr. Zabrzecki, representing 99.8% of the votes cast. Therefore, each of Ms. Romney, Mr. Wolf and Mr. Zabrzebski have been elected for a new 1 year term as Director. For proposal number 2 regarding say on pay, there were 45,839,568 shares voted to approve representing 95.7 percent of the votes cast and therefore this proposal is also approved. Finally for the ratification of the appointment of as company's independent auditor, there were 50,462,631 shares voted to approve representing 98.9 percent of the votes cast and therefore this proposal is also approved. A final tally of all votes will be reported in a Form 8 ks filing by the company that will be filed with the SEC within the next 4 business days. Thanks, Jeff. With that, we will now adjourn the formal portion of the annual meeting. And I will turn the call back over to Julie Trudell, Molina's VP of Investor Relations, to introduce Joseph Bretzke, our CEO. Julie? Thank you, Mr. Chairman. Please note that various remarks made today may constitute forward looking statements. Listeners are cautioned that all of our forward looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from our current expectations. We advise listeners to review the risk factors discussed in our Form 10 ks Annual Report for 2019 filed with the SEC, as well as risk factors discussed in our Form 10 Q and Form 8 ks filings with the SEC. I would now like to turn the meeting over to our Chief Executive Officer, Mr. Joe Zabrziedzzebski. Thank you, and good morning. I'm pleased to make the following report to our shareholders. In 2019, we improved the margins in the business. And in a year when premium revenue decreased by 8% from legacy contract losses, we were able to deliver 4.4 percent after tax margins and earnings per share growth of 8%. More specifically, for the full year 2019, we met and exceeded our expectations. Premium revenue was $16,200,000,000 and in line with our expectations. The medical care ratio was 85.8% as our cost containment efforts continue to control medical costs, while ensuring the highest quality of care for our members. The G and A ratio was 7.7% as we leveraged our fixed cost base while beginning to invest in growth. 2019 net income was $737,000,000 and earnings per diluted share was $11.47 Late in 2019, we announced the acquisition of YourCare in Upstate New York. This plan has stable membership and revenue and also provides opportunities for margin improvement, operating leverage and membership growth. Late last week, we announced that we have entered into a definitive agreement to acquire the Magellan Complete Care line of business of Magellan Health, Inc. The purchase price for the transaction is approximately $820,000,000 net of certain tax benefits, and Molina intends to fund the purchase with cash on hand. Magellan Complete Care is a managed care organization serving members in 6 states. As of December 31, 2019, MCC served approximately 155,000 members with full year 2019 revenues greater than $2,700,000,000 With the addition of MCC, Molina will serve more than 3,600,000 members in government sponsored healthcare programs in 18 states and will have 2020 pro form a projected revenue of over $20,000,000,000 In summary, we are very pleased with both our 2019 financial and operating performance. 2020 represents an important year in our pivot to growth strategy with a return to profitable top line growth. Thank you for your ongoing support and interest in our company. We are most grateful for the confidence you expressed in our team and the company's mission as demonstrated by your continued share ownership. I would now like to answer questions that you have been submitting via the web portal, And I'll turn it over to Julie to see if we have any questions. Julie? Thank you, Mr. Zabrzecki. At this time, there are no questions in queue.