Juan Jose Orellana - Vice President of Investor Relations Joseph Mario Molina - Chairman, Chief Executive Officer and President John C. Molina - Chief Financial Officer, Executive Vice President of Financial Affairs, Treasurer, Director and Member of Compliance Committee Joseph W. White - Chief Accounting Officer Terry P. Bayer - Chief Operating Officer

Sarah James - Wedbush Securities Inc., Research Division Justin Lake - JP Morgan Chase & Co, Research Division Joshua R. Raskin - Barclays Capital, Research Division Christian Rigg - Susquehanna Financial Group, LLLP, Research Division Thomas A. Carroll - Stifel, Nicolaus & Co., Inc., Research Division Ralph Giacobbe - Crédit Suisse AG, Research Division Michael J. Baker - Raymond James & Associates, Inc., Research Division Carl R. McDonald - Citigroup Inc, Research Division Scott J. Green - BofA Merrill Lynch, Research Division Peter Heinz Costa - Wells Fargo Securities, LLC, Research Division Sam Wass - Goldman Sachs Group Inc., Research Division

Ladies and gentlemen, thank you for standing by, and welcome to the Molina Healthcare Fourth Quarter and Year-end '2012 Earnings Conference Call. [Operator Instructions] A quick reminder, this conference is being recorded, Thursday, February 7, 2013. It is now my pleasure to turn the conference over to Juan Jose Orellana, Vice President of Investor Relations. Please go ahead, sir.

Thank you, David. Hello, everyone, and thank you for joining us. The purpose of this call is to discuss Molina Healthcare's financial results for the fourth quarter and fiscal year ended December 31, 2012. The company's earnings release reporting its results was issued today after the market closed, and is now posted for viewing on our company website. On the call with me today are Mario Molina, our CEO; John Molina, our CFO; Terry Bayer, our COO; and Joseph White, our Chief Accounting Officer. After the completion of our prepared remarks, we will open the call and take your questions. [Operator Instructions] Our comments today will contain forward-looking statements under the Safe Harbor provisions of the Private Securities Litigation Reform Act including without limitations statements regarding our ABD and duals membership in Illinois, growth and enrollment associated with the Medicaid expansion, our projected revenue growth over the next several years, our accreditations and quality ratings, our medical care costs and our financial guidance for fiscal year 2013. All of our forward-looking statements are based on our current expectations and assumptions, which are subject to numerous risk factors that could cause our actual results to differ materially. A description of such risk factors can be found in our earnings release and in our reports filed with the Securities and Exchange Commission, including our Form 10-K annual report, our Form 10-Q quarterly reports and our Form 8-K current reports. These reports can be accessed under the Investor Relations tab of our company website or on the SEC's website. All forward-looking statements made during today's call represent our judgment as of February 7, 2013, and we disclaim any obligation to update such statements except as required by securities laws. This call is being recorded, and a 30-day replay of the conference call will be available at our company's website, molinahealthcare.com. I would now like to turn the call over to Dr. Mario Molina.

Thank you, Juan Jose. Hello, everyone, and thanks for joining our discussion today. Let me start by saying that we are proud of our strong fourth quarter operational results, which reflect solid growth in our revenue and considerable improvement in our margins. Our performance in the fourth quarter is a strong finish to 2012, a year in which we successfully managed through a difficult operating environment resulting from margin pressure at our Texas, Wisconsin and California health plans. We are especially encouraged by the traction we are gaining with our operational and strategic initiatives that we have outlined in the past. The overall result was a record year for our company, with revenue totaling $6 billion. In 2012, our company revenue grew by nearly $1.3 billion, while our enrollment grew by an additional 100,000 members. To put this in perspective, our annual revenues have increased by over 50% in the last 3 years, and nearly all of this increase has come from organic growth. As we've talked about during previous presentations, our strategy calls for us to double our annual revenues in the next 3 years. As we begin looking forward at 2013, I thought it would be worthwhile to think back on some of our accomplishments in 2012 and consider the solid foundation on which we can build in 2013. Our health plans in Washington and Ohio had successful Medicaid contract bids. Our Ohio health plan will expand to serve the entire state and was selected to participate in the new contract for the dual eligibles. We helped to transition thousands of aged, blind and disabled or ABD members from fee-for-service into managed care in Texas, Washington and California. We experienced considerable growth in Texas as we implemented new contracts for ABD members in the Hidalgo and El Paso…

Thank you, Mario, and hello, everyone. As Mario noted, this year we faced some challenges, but have made great progress, which is reflected in our fourth quarter results. Today, we reported earnings of $26 million or $0.54 per diluted share for the fourth quarter of 2012, a substantial improvement over the earnings of just $0.07 per diluted share that we reported in the third quarter, and the loss of $0.72 per diluted share for the same period last year. There was a lot of ebb and flow in this quarter: a $12 million benefit from a retroactive rate increase in California, a $30 million benefit from a prior period claims development in Texas, and a $14 million expense for potential settlements. Had we not incurred these items, earnings per share would have been about $0.26 for the quarter. But the real story of this quarter is that we have demonstrated an ability to work with our state partners to get rates right as we increase value by encouraging members and providers to access and provide care in a more cost-effective manner. That's a reassuring message as we prepare for 2013 and 2014. In the interest of time, I'm going to focus on Texas and California, but I want to point out to everyone that 7 of our 9 health plans reported a decrease in their medical care ratios from the third quarter of this year to the fourth quarter of this year. As we've discussed in the past, we usually see an increase in medical care ratios from the third to the fourth quarters. But Texas is, of course, the big story. When we reported results in the third quarter, we felt that Texas was on the right track, but we didn't yet have enough information to be certain. Today,…

[Operator Instructions] And our first question today comes from the line of Sarah James from Wedbush.

I appreciate all the detail on the California MLR, but I wanted to narrow in on the 103% ABD MLR post the retroactive timing of rate increase adjustments. So when you think about bringing that down, how much progress would be driven by rates versus medical management? And then maybe in terms of inpatient, since that's the metric that you chose to highlight in the prepared remarks, if that went down 10% for the fourth quarter, how much further is there to go until you get to a range you're comfortable with?

That's a multiple-choice question there. A lot of detail in there, Sarah. I think that we've gone back and talked to the states about the rates again because we think that even though they have looked at rate adequacy, we believe and some other health plans believe that perhaps we're not quite where we need to be in terms of the rates. So part of this may come from additional rate relief. Our medical directors have done a very good job of working on getting utilization down in terms of inpatient. And inpatient for the ABD constitutes, I would say, about 30% to 35% of all medical costs, so we would expect to gain some further decreases because of continued decreases in utilization. 1 month, again, doesn't -- or 1 quarter doesn't make a trend. We also have a new pharmacy contract that took effect January 1 of this year, which we expect will help with those costs as well.

Our next question today comes from the line of Justin Lake from JPMorgan. Justin Lake - JP Morgan Chase & Co, Research Division: Just looking ahead, can you talk a little bit about how you see the rate environment shaping up going into 2014 and specifically on the industry tax? Can you tell us any of the conversations you're having with states and your confidence in the ability to pass that through?

Well, Justin, on the rate environment, we're going to go through a lot of detail in a couple of weeks on the rate increase -- increases or decreases or flat. We think that by and large rates are going to be sort of flat again this year, state budgets are not. They're improving, but still not in great shape. As far as the premium tax goes, I'll let Mario speak to our efforts there, but we have seen some actuarial white papers on other sorts of premium taxes. And since it is a discrete item, we believe there is a very good argument, if it's not repealed, that it is paid for as a discrete line item.

This is Mario. We continue to advocate for repeal of the tax. We believe that this excise tax really does not generate new revenue for the government because our premiums are paid for by the government, so you're really just robbing Peter to pay Paul. However, as with other premium taxes we've seen in the past, we expect this to be passed through. So if there is a tax like this, we would expect that the states would increase our premium revenues accordingly, and that's consistent with actuarial practices and our previous experience on premium taxes.

Our next question today comes from the line of Josh Raskin from Barclays.

Texas. I'm just looking at the change on a sequential basis, and I understand the rates added $9 million and the PPRD was $30 million. So I'm kind of backing into a medical cost improvement of like $3 million, maybe something in the ballpark of $1 million a month of improved medical costs. So I'm curious, did that continue to ramp through the quarter? Is that a decent run rate? Or is this just the tip of the iceberg, and you guys are still making significant changes in that market that you think would improve even further?

Well, what we said, Josh, was that we're starting at about an 89% medical care ratio for Texas, and we think that, that is a good baseline going into 2013. Of course, we're going to continue to try to work that down. We've made a lot of improvements in terms of our contracts, and we'll continue to work on utilization management to see if we can push that a little bit lower.

[Operator Instructions] Our next question comes from the line of Chris Rigg from Susquehanna.

I guess I'm just trying to figure out when I look at the EBITDA guidance for this year of $245 million. If you look at sort of the run rate of below-the-line items, D&A, investment income, rental, interest expense, et cetera, is there some big step-up assumption for 2013 relative to the fourth quarter? Because it looks like the bottom line got --

This is Joe speaking. We don't want to go into too much on guidance, obviously, on this call. We'll save that for New York. But fair to say, we've been ramping up a lot of our infrastructure investment in anticipation of entering new markets, which inevitably has been pushing the depreciation line up.

We'll move to our next question coming from the line of Tom Carroll from Stifel. Thomas A. Carroll - Stifel, Nicolaus & Co., Inc., Research Division: I wonder if we could just walk through some of the moving pieces here. And, John, I think you said if you carve them all out, you get to a $0.26 number for the quarter. So maybe we could just start with your $0.54 reported number and work your way to the $0.26 for me on a per share basis?

Go ahead, Joe.

It's Joe speaking. It's really the 3 items John called out to get there. The first item being the abnormally high prior-period development number in Texas of $30 million. There's always a degree of prior-period development, usually favorable in our case. We just call that number out because it's particularly big this time. So you could back that out or you could back out the majority of that, and translate that into a per share basis. And I think it's -- I think on a per share basis, it's about $900,000 pretax equals about $0.01 a share after tax. So you would just back out that $30 million. We talked about the retro rate increase in California of about $12 million for the ABDs in California. About $2 million, or $2 million to $3 million of that relates to fourth quarter. The rest of it is either in earlier parts of 2012 or 2011. So again, you could subtract out $10 million for that. And then we talked about $14 million of accruals related to settlements in that kind of item, which are unlikely to recur. So that would go back the other direction. So if you price all those out at around $900 pretax equals $0.01, you'll get around $0.25, $0.26, $0.27. It's a rough cut, but that'll be -- it's in the ballpark. Did that help? [Technical Difficulty]

We'll move to our next question coming from the line of Ralph Giacobbe from Credit Suisse. Ralph Giacobbe - Crédit Suisse AG, Research Division: I was hoping maybe you'd talk about another state. Wisconsin, I think, was a little bit problematic sort of earlier in the year. Can you maybe just talk about what you're seeing in that market at this point?

Sure. This is Terry Bayer. The story in Wisconsin is not unlike we've shared with you on other states where we've identified higher costs and premium shortfalls. So we embarked on a plan there to renegotiate primarily our hospital contracts, which are major driver of cost, to beef up our utilization management efforts. We brought our behavioral health management in-house in late summer, and we began to see improvement there. And finally, we presented our case to the state of Wisconsin and worked with them very closely to obtain a rate increase that took us in the right direction. So it's very basic. It's not completely over the hill. We've got continuing work to do there on all of those fronts, on rates, as well as on utilization management, but we're in better shape now than we were a year ago. Did that help?

We'll move on to our next question coming from the line of Michael Baker from Raymond James. Michael J. Baker - Raymond James & Associates, Inc., Research Division: I was wondering if you could give us a sense for how the flu progressed during the fourth quarter and post the quarter how it's trending in the first quarter.

Sure. I think we tried to scope out and put about -- I think it was $5 million is what we attribute to flu cost during the fourth quarter. As the flu sort of moved out West, we're seeing a bit of a ramp up in January. But again, nothing very significant, nothing materially significant, I would say.

Our next question today comes from the line of Carl McDonald from Citigroup.

I'm going to ask the EBITDA to pre-tax question again. It looks like the -- to make the numbers work, assuming that investment income and interest expense are roughly stable, you'd need to see an increase in the D&A from $64 million this year to over $100 million in '13. Is that the expectation?

No, that's not the expectation. I'll have to take a look at that, Carl. I'll have to take a look at that.

Our next question today comes from the line of Scott Green from Bank of America Merrill Lynch.

I had a couple of questions, if we're allowed to ask more than 1. First is on the Texas MLR. You talked about 89 being a good base. I'd appreciate your perspective if you've had any communications with the state leading you to believe there might be some sort of off-cycle either rate increase? I know you're in Hidalgo STAR, and Santino has talked about higher cost there. Or maybe some decrease in Hidalgo STAR+PLUS based on changes in your member mix?

No, we're not anticipating any off-cycle rate changes.

Okay, that's helpful. And secondly, last month you hired a new plan president in New Mexico. Is there any -- does that demonstrate your confidence in being able to win that RFP rebid?

Well, Scott, we need a plan president there whether we win the RFP or not. So that had nothing to do with it.

Okay. And lastly, I had a question on duals. If you've been working in any of your markets to expand your provider network to incorporate maybe more Medicare providers, I was curious if you were able to contract with them on a unit-cost basis that's equivalent to the Medicare fee schedule or maybe lower or maybe higher?

Scott, this is Terry Bayer. We already operate Special Needs plans in the markets where we are expanding our duals, except for Illinois, which is new. So we have not had any need yet to change any of our reimbursement methodology than what we've experienced in the past.

Our next question today comes from the line of Peter Costa from Wells Fargo.

Curious about the status of the subcontracting arrangements for the California Coordinated Care duals program between you and other health plans, have you signed any of those contracts at this point, whether you as a subcontractor or subcontractors to you and your regions?

Yes, that's a very interesting question. We have a subcontract relationship in Los Angeles County for the Medicaid program. We have not signed any new or additional contracts with HealthNet, and we're all waiting for further information on how the program is going to roll out in California. So until we have more information, there's not much to add to that other than things remain status quo.

We're getting kind of close to when we would expect to have actually, sort of, this all taken care of and understanding rates and rolling the program out. Do you believe at this point the contracting will look similar to the way the contracts have been for the typical Medicaid business? Or do you think that there'll be substantial changes?

Well, I think the first thing we have to see is what the contract between -- for the 3 party agreements going to look like between the state, the federal government and the health plans, and we haven't received that yet. So until we know more about what the underlying contract looks like, I think it's too early to say what subcontracts will look like. But we imagine it's going to simply be an extension of our current agreement with HealthNet.

Okay. And then just 1 last question, if you don't mind. Can you talk about the Florida long-term care bids? And you were invited to negotiate and didn't end up agreeing with the state. Can you describe what exactly caused you to not agree with the state? Do you think that, that will have any implications for your ability to win Florida business down the road in terms of the TANF business when that is moved to managed care, if that's moved to managed care?

Those are under protest right now, and so we can't comment.

You won't even discuss what exactly the issues are around your protest?

At this point because the protest is ongoing, we don't want to comment any further.

Our next question today comes from the line of Matt Borsch from Goldman Sachs.

This is actually Sam Wass on for Matt. I was wondering if you could give any comments on rate negotiations for your duals contracts in Illinois and Ohio. I was particularly interested in any sort of savings assumptions that might be factored in.

Well, we have seen some preliminary numbers, and I think it's safe to say that consistent with what we have said in the past and what we have seen from that -- the savings assumptions are going to be on the order of 1% to 2% in the first year of the program.

We have a follow-up question from the line of Sarah James.

Continuing on my earlier question of California MLR, you guys mentioned that there was a 5,000 member exit. So what product were those in? What was MLR running on that book, so we can get an idea of how it may have skewed the fourth quarter as opposed to really the run rate?

We exited a region in the northern part of Los Angeles County, and the medical costs there were high in large part because there's only a single hospital in the region, and we've had a great deal of difficulty as have other health plans in negotiating with them. This is an ongoing problem in -- especially in rural areas with the Medicaid program. And I hope that in the future we'll get more support from the government, both in terms of the states and perhaps looking at antitrust issues, to prevent certain hospitals from holding health plans hostage. But we had no choice but to exit that region as a result.

But no specific amount that you're willing to talk about, about how it may have skewed your fourth quarter MLR or what MLR they were running at?

We're not going to get into that level of detail.

Then another membership question. In Ohio, you guys had a 28,000-member loss because of eligibility errors or changes. Can you just remind us what that was? And if there's any premium give back associated with that?

It's Joe speaking. The state had some issues with eligibility that first started surfacing, I think, around July and August. They spent a couple of months fixing it, and they've gotten it fixed now. While there might be a little bit of true-up back and forth, it won't be material at this stage.

[Operator Instructions] We have a follow-up question from the line of Chris Rigg from Susquehanna.

I did want to follow up on the G&A expense. What is the onetime in there? Maybe I missed it, but just some more detail would be helpful.

Yes, the G&A, we had a number of settlement issues. They are onetime in nature. They're about $14 million, and we don't expect those things to recur.

And what's behind the $14 million?

Some litigations, prior settlements. Some of this goes back to 2011.

So it's a bunch of little things or is there 1 charge that makes up a majority of it?

No, it's a number of little things, I mean if you can call $14 million little. But it's a number of little things.

Right, right. And then on the Texas -- obviously, that's a fairly big number. And I know obviously it takes time in the claims submittal process to see where things shake out, but I guess is there anything -- I guess what led to sort of the big favorable adjustment in the fourth quarter relative to Q2 and Q3?

Well, we were pretty conservative in Q2 and Q3 when we did our IBNR reserves. And I think what happened is the changes we made to provider contracts and to some of the utilization management caused those trends to go down faster than what our actuaries predicted, and so that's what the big delta was for.

Okay. And then one last follow-up on the guidance, and I know you guys are trying to not talk about it too much, but is it primarily on the D&A side or is there an assumption there on the interest side in terms of raising some money you're earning that, that might be worth highlighting? And we'll leave it at that.

No, we've talked about a big ramp up that we're going to be experiencing over the next 3 years. And so that's what you're seeing in the D&A. There's nothing in there in terms of interest expense, et cetera.

We'll have to talk off-line with people who are having issues getting their -- the model essentially envisions about $20 million of increased depreciation expense over 2012. So I'll have to talk to you about why they're sort of struggling to get to our number.

And at this time, we have no further questions registered. I'll turn the call back to Dr. Molina.

Well, thank you, everyone. We appreciate you joining our call. It's been a good quarter, and we look forward to seeing you in February on the 21st in New York for our Investor Day.

And, ladies and gentlemen, that will conclude our conference call for today. We thank you for your participation, and you may now disconnect your lines.