Molina Healthcare Reports Third Quarter 2009 Results

October 28, 2009 4:00 PM EDT

LONG BEACH, Calif.--(BUSINESS WIRE)-- Molina Healthcare, Inc. (NYSE: MOH):

    --  Diluted earnings per share of $0.33, down 45% from the third quarter of
        2008
    --  Year-to-date diluted earnings per share of $1.36, down 15% from 2008
    --  Cash flow from operating activities increases $150 million
    --  Investment earnings decrease $3.1 million
    --  California health plan loses $4.8 million in quarter
    --  Quarterly premium revenues of $915 million, up 16%
    --  Aggregate membership up 14% over the third quarter of 2008
    --  Guidance withdrawn for the fourth quarter 2009

Molina Healthcare, Inc. (NYSE: MOH) today reported net income for the quarter ended September 30, 2009, of $8.6 million, or $0.33 per diluted share, compared with net income of $16.5 million, or $0.60 per diluted share, for the quarter ended September 30, 2008.

"Our results in the quarter reflect the continuing rise in influenza-like illness across the nation, particularly the dramatic surge that has occurred since September as children have returned to school," said J. Mario Molina, M.D., president and chief executive officer of Molina Healthcare. "We also continue to be adversely affected by state budget pressures and the resulting compressed profit margins of our health plans. Although we continue to believe the long-term prospects for our company are promising, the near-term uncertainty created by this unprecedented confluence of factors is likely to continue throughout the fourth quarter."

2009 Medical Cost and Earnings Guidance Withdrawn

The Company currently believes that it will not achieve its previously announced fiscal year 2009 earnings guidance of $2.15 per diluted share. Due to several factors that make it particularly difficult to predict the Company's short-term medical costs and earnings, including the 2009 H1N1 flu pandemic (and the resulting Declaration of National Emergency by the President), higher utilization associated with new members, and state budgetary shortfalls, including the uncertainty surrounding the Michigan state budget, the Company is withdrawing those elements of its 2009 guidance related to its medical care costs and earnings. The Company's 2009 guidance, which was provided in its second quarter earnings release on August 4, 2009, remains unchanged with respect to its premium revenue, investment income, core G&A, administrative expense as a percentage of total revenue, depreciation and amortization, interest expense, total membership, diluted shares outstanding, and effective tax rate.

Overview of Financial Results

Note: Estimates of utilization and unit costs may not match changes in reported costs due to the impact of shifts in case mix between the periods presented, prior period development, the existence of pass-through contracts in which third parties assume medical risk, and other factors. Additionally, estimates of utilization for the three and nine months ended September 30, 2009, exclude the month of September 2009 due to the substantial incompleteness of claims payment data for that month.

Third Quarter 2009 Compared with Third Quarter 2008

Net income in the third quarter of 2009 decreased 48% to $8.6 million compared with net income of $16.5 million in the third quarter of 2008.

California health plan results have continued to exert downward pressure on the Company's current quarter and year-to-date results. The California health plan lost approximately $4.8 million, or $0.19 per diluted share, in the third quarter of 2009.

The California health plan is currently engaged in a number of efforts to improve its profitability. These efforts include provider re-contracting, the restructuring of provider networks, and tighter utilization management. The California health plan has terminated and/or renegotiated certain of its high-cost providers. However, because the effective date of the terminations was late in the third quarter or will occur in the fourth quarter, the benefit of the expected cost savings will not be seen until the fourth quarter of 2009, at the earliest. The California health plan may also selectively reduce membership in certain regions of the state that are operating at a loss. Effective October 1, 2009, the California health plan received a combination of premium rate increases and premium tax relief under its contracts with the state that will combine to improve margins by approximately 4.9%. This premium relief will provide an immediate benefit to the health plan's performance in the fourth quarter. The Company remains committed to the California market due to its size, long-term potential, and barriers to entry.

Premium revenue grew 16% in the third quarter of 2009 compared with the third quarter of 2008. Membership grew 14% overall, with Florida, California, Washington, and Ohio gaining the most members. On a per-member per-month, or PMPM, basis, consolidated premium revenue increased 2%. Increased membership contributed 87% of the growth in premium revenue in the third quarter of 2009 compared with the third quarter of 2008, and increases in PMPM revenue, as a result of both rate changes and shifts in member mix, contributed the remaining 13%.

Despite the increase in premium revenue in the third quarter of 2009 compared with the third quarter of 2008, premium revenue decreased by $10.7 million in the third quarter of 2009 compared with the second quarter of 2009. Premium revenue decreased approximately $10.00 PMPM sequentially as a result of premium decreases in Michigan (approximately 1.4% effective July 1, 2009) and Washington (approximately 7% effective August 1, 2009). In both states, rates under the Medicaid fee schedule were reduced in a manner the Company believes to be commensurate with the reduction in premium rates. Member mix and utilization patterns at the Michigan and Washington health plans, however, may differ from the assumptions built into the states' rate development methodologies. Through September 30, 2009, the Company did not have sufficient claims data to determine the ultimate impact on its earnings of the reduction in premium revenue and medical costs in Michigan and Washington. During the third quarter of 2009, the Texas health plan recorded adjustments to decrease premium revenue by $7.8 million relating to a profit-sharing provision in its agreement with the state of Texas. Effective September 1, 2009, the Florida health plan received a blended premium rate increase of approximately 3%. Effective October 1, 2009, the Company transitioned approximately 9,000 CHIP members from another health plan into its Texas health plan.

Investment income for the third quarter of 2009 was $1.7 million, a $3.1 million decrease from the $4.8 million in investment income earned in the third quarter of 2008. This 64% decline was due primarily to lower interest rates.

Medical care costs, in the aggregate, increased approximately 5% on a PMPM basis in the third quarter of 2009 compared with the third quarter of 2008. Medical care costs as a percentage of premium revenue (the medical care ratio) were 86.7% for the third quarter of 2009 compared with 84.6% for the third quarter of 2008. Excluding the California health plan, the medical care ratio increased to 85.8% during the third quarter of 2009 compared with 83.9% during the third quarter of 2008. Medical costs trends were consistent with those identified by the Company in its earnings release for the second quarter of 2009. Specifically, increased expenses were generally the result of higher utilization rather than higher unit costs (except in the case of outpatient costs, where both utilization and unit costs increased) and were most pronounced in connection with physician and outpatient costs. The 2009 H1N1 flu and the costs associated with more recently enrolled members were key factors in the higher utilization.

Physician and outpatient costs exhibited the most significant unfavorable cost trend in the third quarter of 2009. Together, these costs increased nearly 9% on a PMPM basis compared with the third quarter of 2008. The primary drivers of these increased costs were emergency room utilization (up approximately 6%) and cost per visit (up approximately 9%). This increase in utilization was most pronounced in the California and Michigan health plans.

Inpatient facility costs decreased approximately 5% PMPM compared with the third quarter of 2008, despite increased utilization.

Pharmacy costs increased approximately 4% PMPM compared with the third quarter of 2008. Pharmacy utilization increased approximately 5% year-over-year, while unit costs (excluding rebates) decreased approximately 1%.

Capitated costs increased approximately 9% PMPM compared with the third quarter of 2008 as a result of rate increases received for members capitated on a percentage of premium basis at the New Mexico health plan and the transition of members into capitated arrangements at the California health plan.

Days in medical claims and benefits payable were 37 days at September 30, 2009, 39 days at June 30, 2009, and 44 days at September 30, 2008. As of September 30, 2009, billed charges in ending claims inventory have declined approximately 1%, and the number of claims in ending inventory has declined approximately 18% compared with September 30, 2008. As of September 30, 2009, billed charges in ending inventory have declined approximately 16% ($28 million), and the number of claims in inventory has declined approximately 8% compared with June 30, 2009.

Core G&A expenses (defined as G&A expenses less premium taxes) were 7.5% of revenue in the third quarter of 2009 compared with 8.0% in the third quarter of 2008 and 7.0% in the second quarter of 2009. Year-over-year, premium revenue grew faster than administrative costs, causing administrative costs, as a percentage of revenue, to decrease. Sequentially, there was a slight increase in the core G&A ratio as a result of the sequential premium revenue decrease described above. On a PMPM basis, core G&A increased slightly to $16.35 in the third quarter of 2009 compared with $16.04 in the second quarter of 2009.

Interest expense for both periods presented includes non-cash interest expense relating to the Company's convertible senior notes, as a result of the adoption of FASB Accounting Standards Codification (ASC) Subtopic 470-20, Debt with Conversion and Other Options. The amounts recorded for this additional interest expense totaled $1.2 million ($0.03 per diluted share) for both the third quarter of 2009 and the third quarter of 2008.

Income taxes were recorded at an effective rate of 34.1% in the third quarter of 2009 compared with 39.7% in the third quarter of 2008. The Company recorded discrete tax benefits of $1 million during the quarter ended September 30, 2009, primarily related to higher than previously estimated tax credits and a reassessment of liabilities for unrecognized tax benefits based on recent examination experience and other factors. The Company's tax rate would have been 42% for the three months ended September 30, 2009, absent these discrete tax benefits.

Nine Months Ended September 30, 2009 Compared with Nine Months Ended September 30, 2008

Net income decreased 21% to $35.3 million in the nine months ended September 30, 2009, compared with net income of $44.8 million in the same period of 2008.

The California health plan lost approximately $15.2 million, or $0.58 per diluted share, during the nine months ended September 30, 2009. As described above, the California health plan is taking several steps to improve its profitability and will benefit in the fourth quarter from a combination of rate increase and premium tax relief that will combine to improve margins by approximately 4.9%, effective October 1, 2009.

Premium revenue grew approximately 18% in the nine months ended September 30, 2009, compared with the same period in 2008. Consolidated premium revenue increased 6% on a PMPM basis. Increased membership contributed 67% of the growth in premium revenue.

Investment income for the nine months ended September 30, 2009, was $7.3 million, a $10.2 million decrease from the $17.5 million earned in the same period in 2008. This 58% decline was primarily due to lower interest rates in 2009. The Company's annualized portfolio yield for the nine months ended September 30, 2009, decreased to 1.4% compared with 3.3% for the same period in 2008.

Medical care costs, in the aggregate, increased approximately 8% on a PMPM basis in the nine months ended September 30, 2009, compared with the same period in 2008. The medical care ratio was 86.5% for the nine months ended September 30, 2009, compared with 84.9% for the same period in 2008. Excluding the California health plan, the medical care ratio increased to 85.6% during the nine months ended September 30, 2009, compared with 84.5% during the nine months ended September 30, 2008. Specifically, increased expenses were generally the result of higher utilization rather than higher unit costs (except in the case of outpatient costs, where both utilization and unit costs increased) and were most pronounced in connection with physician and outpatient costs. The 2009 H1N1 flu and the costs associated with more recently enrolled members were key factors in the higher utilization.

Analysis of claims paid through September 30, 2009, indicates that, on a consolidated basis, the claims reserve established at December 31, 2008, was adequate.

Physician and outpatient costs exhibited the most significant unfavorable cost trend in the nine months ended September 30, 2009. Together, these costs increased approximately 12% on a PMPM basis compared with the same period in 2008. Consistent with the Company's experience throughout 2009, emergency room utilization (up approximately 6%) and cost per visit (up approximately 12%) were the primary drivers of increased cost in the nine months ended September 30, 2009.

The Company continues to observe hospitals billing for more intensive levels of care than in the same period in 2008. The billing codes for emergency room level of care - with Level 1 reflecting the least intensive care and Level 5 reflecting the most intensive care - changed significantly in the nine months ended September 30, 2009, compared with the same period in 2008. As indicated in the following table, Level 1 and Level 2 visits decreased by 16% and 11%, respectively, while Level 3, Level 4, and Level 5 visits increased by 10%, 11%, and 13%, respectively. The Company continues to compile and analyze the data relevant to this apparent up-coding of emergency room claims and will be meeting with regulators and individual hospitals to ensure that emergency room medical care is billed appropriately.


                                                Emergency Room Visits per 1,000

                                                Level

                                                1      2      3     4     5

Nine Months Ended September 30, 2009, v. Same   -16%   -11%   10%   11%   13%
Period in 2008



Inpatient costs increased less than 1% PMPM year-over-year despite increased utilization.

Pharmacy costs increased approximately 4% PMPM year-over-year. Pharmacy utilization increased approximately 5% year-over-year while unit costs (excluding rebates) increased by approximately 1%.

Capitated costs increased approximately 11% PMPM year-over-year, primarily as a result of rate increases received for members capitated on a percentage of premium basis at the New Mexico health plan and the transition of members into capitated arrangements in California.

Core G&A expenses were 7.4% of revenue in the nine months ended September 30, 2009, compared with 8.0% in the same period in 2008. Year-over-year, premium revenue grew faster than administrative costs, causing administrative costs, as a percentage of revenue, to decrease. On a PMPM basis, core G&A decreased to $16.38 in the nine months ended September 30, 2009, from $16.90 for the same period in 2008.

Interest expense for both nine-month periods includes non-cash interest expense relating to the Company's convertible senior notes, as a result of the adoption of ASC Subtopic 470-20. The amounts recorded for this additional interest expense totaled $3.6 million for the nine months ended September 30, 2009, ($0.08 per diluted share) and $3.5 million for the same period in 2008 ($0.08 per diluted share).

Income taxes were recorded at an effective rate of 31.0% for the nine months ended September 30, 2009, compared with 40.5% for the same period in 2008. The Company recorded discrete tax benefits of $5.5 million as a result of settling tax examinations, a reassessment of the tax liability for unrecognized tax benefits, higher than previously estimated tax credits, and the voluntary filing of certain accounting method changes during the nine months ended September 30, 2009. The Company's tax rate would have been 42% for the nine months ended September 30, 2009, absent these discrete tax benefits.

Cash Flow

Cash provided by operating activities for the nine months ended September 30, 2009, was $130 million compared with cash used in operating activities of $20 million for 2008, an increase of $150 million.

Significant contributors to this increase included the following:

    --  Increased deferred revenue of $82.3 million, primarily due to the timing
        of the Ohio health plan's receipt of premium payments from the state of
        Ohio;
    --  Increased medical claims and benefits payable of $23.5 million,
        primarily due to the commencement of operations of the Company's Florida
        health plan in 2009; and
    --  Increased collections of accounts receivable totaling $42.7 million,
        primarily relating to California health plan. In the prior year, there
        was a significant increase in the California health plan receivable due
        to the delayed passage of the California state budget for 2008-2009.

At September 30, 2009, the Company had cash and investments (not including restricted investments) of $679.5 million, including non-current auction rate securities with a fair value of $59.9 million. At September 30, 2009, the parent company had unrestricted cash and investments of $54.4 million, including auction rate securities with a fair value of $16.7 million. At December 31, 2008, the parent company had unrestricted cash and investments of $68.9 million.


EBITDA(1)

                                Three Months Ended    Nine Months Ended
(in thousands)
                                September 30,         September 30,

                                2009       2008       2009       2008

Operating income                $ 16,274   $ 30,429   $ 61,115   $ 85,138

Add back:

Depreciation and amortization     9,832      8,515      28,468     24,997
expense

EBITDA                          $ 26,106   $ 38,944   $ 89,583   $ 110,135




        The Company calculates EBITDA by adding back depreciation and
        amortization expense to operating income. EBITDA is not prepared in
        conformity with GAAP since it excludes the provisions for income taxes,
        interest expense, and depreciation and amortization expense. This
        non-GAAP financial measure should not be considered as an alternative to
   (1)  net income, operating income, operating margin, or cash provided by
        operating activities. Management uses EBITDA as a metric in evaluating
        the Company's financial performance, in evaluating financing and
        business development decisions, and in forecasting and analyzing future
        periods. For these reasons, management believes that EBITDA is a useful
        supplemental measure to investors in evaluating the Company's
        performance and the performance of other companies in our industry.



Securities Purchase Program

Year-to-date, the Company has purchased approximately 1.4 million shares of its common stock for $27.7 million (average cost of $20.49 per share). These purchases increased diluted earnings per share for the nine months ended September 30, 2009, by $0.04. A total of approximately $12.3 million currently remains available under the Company's securities purchase program.

Conference Call

The Company's management will host a conference call and webcast to discuss its third quarter results at 5:00 p.m. Eastern Time on Wednesday, October 28, 2009. The telephone number for this interactive conference call is 212-231-2927, and a telephonic replay will be available from 7:00 p.m. Eastern time through 6:00 p.m. on Thursday, October 29, 2009, by dialing (800) 633-8284 and entering confirmation number 21437533. A live webcast of the call can be accessed on the Company's website at www.molinahealthcare.com, or at www.earnings.com. An online replay will be available beginning about one hour following the conclusion of the call and webcast.

Molina Healthcare, Inc. is a multi-state managed care organization that arranges for the delivery of healthcare services to persons eligible for Medicaid, Medicare, and other government-sponsored programs for low-income families and individuals. Molina Healthcare's ten licensed health plan subsidiaries in California, Florida, Michigan, Missouri, Nevada, New Mexico, Ohio, Texas, Utah, and Washington currently serve approximately 1.4 million members. More information about Molina Healthcare can be obtained at www.molinahealthcare.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: This press release contains "forward-looking statements" identified by words such as "will," "believes," "expects" or "expectations," "projects," "estimates," and similar words and expressions. In addition, any statements that explicitly or implicitly refer to any elements of 2009 guidance, expectations, projections, or their underlying assumptions, or other characterizations of future events or circumstances, are forward-looking statements. All of our forward-looking statements are based on our current expectations and assumptions which are subject to numerous known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially. Such factors include, without limitation, risks related to: both the 2009 H1N1 flu and the seasonal flu, including utilization rates that are materially elevated above historic seasonal patterns; budgetary pressures on the federal and state governments and their resulting inability to fully fund Medicaid, Medicare, or CHIP, including without limitation the passage of a final budget in Michigan; the potential need to establish a premium deficiency reserve for the California health plan's Los Angeles County contract for the fourth quarter of 2009; the successful management of our medical costs in all of our health plans; up-coding by providers or billing in a manner at material variance with historic patterns; high rates of utilization associated with the enrollment of new Medicaid members; the leveraging of our administrative costs to address the needs associated with increased enrollment; growth in our Medicaid and Medicare enrollment consistent with our expectations; uncertainties regarding the impact of federal healthcare reform efforts; rate revisions and the maintenance of existing rate levels that are consistent with our assumptions and expectations; our ability to pass on to providers any rate cuts under our government contracts, including the reduction in provider payment levels under the Michigan and Washington Medicaid fee schedules that are commensurate with the reduced rates paid to our Michigan and Washington health plans; our ability to accurately estimate incurred but not reported medical costs across all health plans; the successful renewal and continuation of the government contracts of all of our health plans; our limited experience operating in Florida; the transition from a non-risk to a risk-based capitation contract by our Utah health plan; the availability of financing to fund and capitalize our acquisitions and start-up activities and to meet our liquidity needs; the illiquidity of our auction rate securities; the successful and cost-effective integration of our acquisitions; earnings seasonality; high profile qui tam matters and negative publicity regarding Medicaid managed care and Medicare Advantage; changes in funding under our contracts as a result of regulatory and programmatic adjustments and reforms; approval by state regulators of dividends and distributions by our subsidiaries; unexpected changes in member utilization patterns, healthcare practices, or healthcare technologies; high dollar claims related to catastrophic illness; changes in federal or state laws or regulations or in their interpretation; the favorable resolution of litigation or arbitration matters; and other risks and uncertainties as detailed in our reports and filings with the Securities and Exchange Commission and available on its website at www.sec.gov. All forward-looking statements in this release represent our judgment as of the date of this release. We disclaim any obligation to update any forward-looking statement to conform the statement to actual results or changes in our expectations.


MOLINA HEALTHCARE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Amounts in thousands, except share and per-share data)

                       Three Months Ended          Nine Months Ended

                       September 30,               September 30,

                       2009          2008          2009            2008

Revenue:

Premium revenue        $ 914,805     $ 791,554     $ 2,697,796     $ 2,282,345

Investment income        1,707         4,775         7,336           17,517

Total operating          916,512       796,329       2,705,132       2,299,862
revenue

Expenses:

Medical care costs       792,771       669,355       2,333,865       1,936,531

General and
administrative           97,635        88,030        283,216         253,196
expenses

Depreciation and         9,832         8,515         28,468          24,997
amortization

Total expenses           900,238       765,900       2,645,549       2,214,724

Gain on retirement
of convertible                                       1,532
senior notes

Operating income         16,274        30,429        61,115          85,138

Interest expense (1)     (3,279  )     (3,120  )     (9,917    )     (9,913    )

Income before income     12,995        27,309        51,198          75,225
taxes (1)

Income tax expense       4,431         10,829        15,858          30,447
(1), (2)

Net income (1)         $ 8,564       $ 16,480      $ 35,340        $ 44,778

Net income per
share:(1)

Basic                  $ 0.34        $ 0.60        $ 1.36          $ 1.60

Diluted                $ 0.33        $ 0.60        $ 1.36          $ 1.59

Weighted average
number of common
shares and               25,630        27,582        26,058          28,087
potentially dilutive
common shares
outstanding

Operating
Statistics:

Ratio of medical
care costs paid
directly to              84.6    %     82.1    %     84.5      %     82.4      %
providers to premium
revenue

Ratio of medical
care costs not paid
directly to              2.1           2.5           2.0             2.5
providers to premium
revenue

Medical care ratio       86.7    %     84.6    %     86.5      %     84.9      %
(3)

General and
administrative
expense ratio            7.5     %     8.0     %     7.4       %     8.0       %
excluding premium
taxes (core G&A
ratio)(4)

Premium taxes
included in G&A          3.2           3.1           3.1             3.0
expense (4)

Total general and
administrative           10.7    %     11.1    %     10.5      %     11.0      %
expense ratio (4)

Depreciation and
amortization expense     1.1     %     1.1     %     1.1       %     1.1       %
ratio (4)

Effective tax rate       34.1    %     39.7    %     31.0      %     40.5      %
(1),(2)




        The Company's 2008 results have been recast to reflect the adoption of
        ASC Subtopic 470-20. This resulted in additional interest expense of
   (1)  $1.2 million ($0.03 per diluted share) for the three months ended
        September 30, 2008, and $3.5 million ($0.08 per diluted share) for the
        nine months ended September 30, 2008.

        The Company recorded tax benefits totaling $5.5 million in the second
   (2)  and third quarters of 2009 as a result of settling tax examinations and
        the voluntary filing of certain accounting method changes.

   (3)  Medical care ratio represents medical care costs as a percentage of
        premium revenue.

   (4)  Computed as a percentage of total operating revenue.




MOLINA HEALTHCARE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except per-share data)

                                                   Sept. 30,       Dec. 31,

                                                   2009            2008(1)

                                                   (Unaudited)

ASSETS

Current assets:

Cash and cash equivalents                          $ 449,469       $ 387,162

Investments                                          170,194         189,870

Receivables                                          144,129         128,562

Income taxes refundable                                              4,019

Deferred income taxes (1)                            7,261           9,071

Prepaid expenses and other current assets            14,312          14,766

Total current assets                                 785,365         733,450

Property and equipment, net                          76,244          65,058

Goodwill and intangible assets, net                  214,102         192,599

Investments                                          59,855          58,169

Restricted investments                               42,400          38,202

Receivable for ceded life and annuity contracts      25,926          27,367

Other assets (1)                                     20,113          33,223

Total assets                                       $ 1,224,005     $ 1,148,068

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Medical claims and benefits payable                $ 303,114       $ 292,442

Accounts payable and accrued liabilities             72,093          66,247

Deferred revenue                                     90,919          29,538

Income taxes payable                                 1,937

Total current liabilities                            468,063         388,227

Long-term debt (1)                                   157,681         164,873

Deferred income taxes (1)                            13,423          12,911

Liability for ceded life and annuity contracts       25,926          27,367

Other long-term liabilities                          14,140          22,928

Total liabilities                                    679,233         616,306

Stockholders' equity:

Common stock, $0.001 par value; 80,000 shares
authorized, outstanding 25,549 shares at             26              27
September 30, 2009, and 26,725 shares at
December 31, 2008

Preferred stock, $0.001 par value; 20,000 shares
authorized, no shares outstanding

Additional paid-in capital (1)                       127,317         170,681

Accumulated other comprehensive loss                 (1,665    )     (2,310    )

Retained earnings (1)                                419,094         383,754

Treasury stock, at cost; 1,201 shares at                             (20,390   )
December 31, 2008

Total stockholders' equity                           544,772         531,762

Total liabilities and stockholders' equity         $ 1,224,005     $ 1,148,068




        The Company's financial position as of December 31, 2008, has been
   (1)  recast to reflect adoption of ASC Subtopic 470-20. The cumulative
        adjustments to reduce retained earnings totaled $3.4 million as of
        January 1, 2009.




MOLINA HEALTHCARE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

                         Three Months Ended          Nine Months Ended

                         September 30,               September 30,

                         2009          2008(1)       2009           2008(1)

Operating activities:

Net income (1)           $ 8,564       $ 16,480      $ 35,340       $ 44,778

Adjustments to
reconcile net income
to net cash provided
by operating
activities:

Depreciation and           9,832         8,515         28,468         24,997
amortization

Unrealized loss (gain)     101           -             (3,509   )     -
on trading securities

(Gain) loss on rights      (92     )     -             3,204          -
agreement

Deferred income taxes      (923    )     (920    )     2,322          (7,410   )

Stock-based                2,272         2,182         5,730          5,769
compensation

Non-cash interest on
convertible senior         1,197         1,187         3,563          3,497
notes (1)

Gain on purchase and
retirement of              -             -             (1,532   )     -
convertible senior
notes

Amortization of
deferred financing         344           359           1,040          1,076
costs (1)

Tax deficiency from
employee stock
compensation recorded      (157    )     (91     )     (704     )     (247     )
as additional paid-in
capital

Changes in operating
assets and
liabilities:

Receivables                7,311         (56,163 )     (15,567  )     (58,223  )

Prepaid expenses and       (278    )     82            454            (1,881   )
other current assets

Medical claims and         (5,593  )     (6,754  )     10,672         (12,819  )
benefits payable

Accounts payable and       9,586         9,954         (6,140   )     (666     )
accrued liabilities

Deferred revenue           6,743         (31,017 )     61,381         (20,951  )

Income taxes               (3,464  )     (3,382  )     5,561          1,809

Net cash provided by
(used in) operating        35,443        (59,568 )     130,283        (20,271  )
activities

Investing activities:

Purchases of property      (8,466  )     (11,216 )     (28,390  )     (28,314  )
and equipment

Purchases of               (55,153 )     (17,930 )     (127,335 )     (181,377 )
investments

Sales and maturities       67,478        51,091        149,770        188,896
of investments

Cash paid in business      (10,900 )     -             (10,900  )     (1,000   )
purchase transactions

Decrease (increase) in     2,336         (6,635  )     (4,198   )     (7,491   )
restricted investments

Decrease (increase) in     884           1,599         (1,877   )     (578     )
other assets

(Decrease) increase in
other long-term            (16     )     1,601         (8,788   )     4,211
liabilities

Net cash (used in)
provided by investing      (3,837  )     18,510        (31,718  )     (25,653  )
activities

Financing activities:

Treasury stock             -             (2,271  )     (27,712  )     (32,237  )
purchases

Excess tax benefits
from employee stock        26            43            26             43
compensation

Purchase and
retirement of              -             -             (9,653   )     -
convertible senior
notes

Proceeds from exercise
of stock options and                     298           1,081          1,490
employee stock plan
purchases

Net cash provided by
(used in) financing        26            (1,930  )     (36,258  )     (30,704  )
activities

Net increase
(decrease) in cash and     31,632        (42,988 )     62,307         (76,628  )
cash equivalents

Cash and cash
equivalents at             417,837       425,424       387,162        459,064
beginning of period

Cash and cash
equivalents at end of    $ 449,469     $ 382,436     $ 449,469      $ 382,436
period




   (1)  The Company's 2008 unaudited condensed consolidated statements of cash
        flows have been recast to reflect the adoption of ASC Subtopic 470-20.




MOLINA HEALTHCARE, INC.

UNAUDITED MEMBERSHIP DATA

Total Ending Membership By         Sept. 30,   June 30,    Dec. 31,    Sept. 30,
Health Plan:
                                   2009        2009        2008        2008

California                         355,000     349,000     322,000     313,000

Florida (1)                        43,000      29,000                  -

Michigan                           210,000     207,000     206,000     207,000

Missouri                           78,000      78,000      77,000      77,000

Nevada (2)                         -           -                       -

New Mexico                         90,000      85,000      84,000      84,000

Ohio                               208,000     203,000     176,000     179,000

Texas                              31,000      30,000      31,000      29,000

Utah                               69,000      64,000      61,000      55,000

Washington                         327,000     323,000     299,000     295,000

Total                              1,411,000   1,368,000   1,256,000   1,239,000

Total Ending Membership By State
for the Medicare Advantage
Plans:

California                         1,900       1,600       1,500       1,600

Michigan                           2,700       2,100       1,700       1,700

Nevada                             300         400         700         600

New Mexico                         400         400         300         200

Texas                              500         400         400         400

Utah                               3,500       3,100       2,400       2,200

Washington                         1,100       1,000       1,000       1,000

Total                              10,400      9,000       8,000       7,700

Total Ending Membership By State
for the Aged, Blind or Disabled
Population:

California                         13,700      13,100      12,700      12,500

Florida (1)                        8,700       6,000                   -

Michigan                           30,200      29,900      30,300      30,400

New Mexico                         5,700       5,700       6,300       6,500

Ohio                               19,600      19,700      19,000      19,700

Texas                              17,500      17,000      16,200      16,200

Utah                               7,700       7,600       7,300       7,000

Washington                         3,200       3,000       3,000       3,000

Total                              106,300     102,000     94,800      95,300




                     Three Months Ended                  Nine Months Ended

Total Member         Sept. 30,   June 30,    Sept. 30,   Sept. 30,    Sept. 30,
Months(3)by Health
Plan:                2009        2009        2008        2009         2008

California           1,065,000   1,031,000   936,000     3,076,000    2,765,000

Florida (1)          109,000     75,000      -           245,000      -

Michigan             629,000     623,000     627,000     1,872,000    1,904,000

Missouri             232,000     232,000     228,000     695,000      678,000

Nevada               1,000       1,000       2,000       3,000        6,000

New Mexico           264,000     251,000     249,000     763,000      716,000

Ohio                 618,000     596,000     530,000     1,774,000    1,465,000

Texas                93,000      92,000      87,000      283,000      257,000

Utah                 203,000     200,000     161,000     587,000      482,000

Washington           979,000     952,000     884,000     2,850,000    2,622,000

Total                4,193,000   4,053,000   3,704,000   12,148,000   10,895,000




   (1)  The Florida health plan began serving members in late December 2008.

   (2)  Less than 1,000 members.

   (3)  A total member month is defined as the aggregate of each month's ending
        membership for the period presented.




MOLINA HEALTHCARE, INC.

UNAUDITED SELECTED FINANCIAL DATA BY HEALTH PLAN

(Dollars in thousands except per member per month amounts)

               Three Months Ended September 30, 2009

               Premium Revenue          Medical Care Costs
                                                                 Medical   Premium
                                                                           Tax
               Total       PMPM         Total       PMPM         Care
                                                                 Ratio     Expense


California     $ 122,048   $ 114.61     $ 112,663   $ 105.80     92.3  %   $ 3,700

Florida (1)      27,292      250.27       25,931      237.80     95.0        10

Michigan         136,262     216.74       110,577     175.89     81.2        7,478

Missouri         60,867      261.76       50,075      215.35     82.3        -

Nevada           1,245       1,166.51     1,477       1,384.09   118.7       -

New Mexico       105,721     400.04       86,678      327.99     82.0        2,953

Ohio             204,565     331.22       175,187     283.65     85.6        11,167

Texas (2)        26,299      282.13       26,904      288.61     102.3       574

Utah             46,849      231.14       43,346      213.86     92.5        -

Washington       182,096     185.99       151,099     154.33     83.0        3,131

Other (3)        1,561                    8,834                              59

Consolidated   $ 914,805   $ 218.17     $ 792,771   $ 189.07     86.7  %   $ 29,072




               Three Months Ended September 30, 2008

               Premium Revenue          Medical Care Costs
                                                                Medical   Premium
                                                                          Tax
               Total       PMPM         Total       PMPM        Care
                                                                Ratio     Expense


California     $ 102,383   $ 109.37     $ 91,224    $ 97.45     89.1  %   $ 2,995

Florida (1)      -           -            -           -         -           -

Michigan         127,535     203.39       101,596     162.03    79.7        6,412

Missouri         59,223      259.17       47,730      208.88    80.6        -

Nevada           2,196       1,053.04     2,499       1198.68   113.8       -

New Mexico       84,386      338.65       73,723      295.86    87.4        2,838

Ohio             162,553     306.74       148,660     280.52    91.5        8,851

Texas            30,986      357.01       24,730      284.93    79.8        510

Utah             41,860      260.24       36,012      223.88    86.0        -

Washington       178,639     202.19       136,609     154.62    76.5        2,959

Other (3)        1,793       -            6,572       -         -           (5     )

Consolidated   $ 791,554   $ 213.70     $ 669,355   $ 180.71    84.6  %   $ 24,560




   (1)  The Florida health plan began serving members in late December 2008.

        The year-over-year increase in the Texas health plan's medical care
        ratio was due to a $7.8 million reduction in revenue relating to our
   (2)  profit sharing agreement with the state of Texas. Absent this revenue
        adjustment, the Texas health plan's medical care ratio for the third
        quarter of 2009 would have been 79%.

   (3)  "Other" medical care costs represent primarily medically related
        administrative costs at the parent company.




MOLINA HEALTHCARE, INC.

UNAUDITED SELECTED FINANCIAL DATA BY HEALTH PLAN

(Dollars in thousands except per member per month amounts)

               Nine Months Ended September 30, 2009

               Premium Revenue            Medical Care Costs
                                                                   Medical   Premium
                                                                             Tax
               Total         PMPM         Total         PMPM       Care
                                                                   Ratio     Expense


California     $ 354,001     $ 115.09     $ 328,386     $ 106.76   92.8 %    $ 10,411

Florida (1)      66,322        270.67       61,054        249.17   92.1        10

Michigan         405,576       216.72       332,974       177.93   82.1        22,662

Missouri         177,715       255.62       145,631       209.47   82.0        -

Nevada           3,969         1,203.07     2,680         812.45   67.5        -

New Mexico       301,947       395.79       258,954       339.43   85.8        8,035
(2)

Ohio             586,672       330.73       501,606       282.77   85.5        32,090

Texas            93,655        330.78       79,161        279.59   84.5        1,830

Utah             155,385       264.67       140,791       239.81   90.6        -

Washington       546,520       191.76       457,625       160.57   83.7        9,142

Other (3)        6,034                      25,003                             55

Consolidated   $ 2,697,796   $ 222.08     $ 2,333,865   $ 192.12   86.5 %    $ 84,235




               Nine Months Ended September 30, 2008

               Premium Revenue            Medical Care Costs
                                                                     Medical   Premium
                                                                               Tax
               Total         PMPM         Total         PMPM         Care
                                                                     Ratio     Expense


California     $ 308,139     $ 111.44     $ 269,328     $ 97.40      87.4  %   $ 9,195

Florida (1)      -             -            -             -          -           -

Michigan         377,669       198.36       304,769       160.08     80.7        19,976

Missouri         165,509       244.00       139,462       205.60     84.3        -

Nevada           6,382         1,184.30     6,632         1,230.61   103.9       -

New Mexico       262,314       366.55       215,242       300.77     82.1        8,523
(2)

Ohio             434,272       296.40       395,013       269.60     91.0        21,127

Texas            80,159        311.84       62,229        242.08     77.6        1,446

Utah             114,591       237.69       100,935       209.37     88.1        -

Washington       531,457       202.71       426,962       162.85     80.3        8,797

Other (3)        1,853         -            15,959        -          -           19

Consolidated   $ 2,282,345   $ 209.49     $ 1,936,531   $ 177.75     84.9  %   $ 69,083




   (1)  The Florida health plan began serving members in late December 2008.

        The medical care ratio of the New Mexico health plan was 85.8% for the
        nine months ended September 30, 2009, up from 82.1% in the same period
        in 2008. During the same period in 2008, the New Mexico health plan had
   (2)  recognized $12.9 million of premium revenue due to the reversal of
        amounts previously recorded as payable to the state of New Mexico.
        Absent this revenue adjustment, the New Mexico health plan's medical
        care ratio would have been 86.3% for the same period in 2008.

   (3)  "Other" medical care costs represent primarily medically related
        administrative costs at the parent company.




MOLINA HEALTHCARE, INC.

UNAUDITED SELECTED FINANCIAL DATA

(Dollars in thousands except per member per month amounts)

The following tables provide the details of the Company's medical care costs for
the periods indicated:




                  Three Months Ended               Three Months Ended

                  September 30, 2009               September 30, 2008

                                         % of                             % of
                                         Total                            Total

                  Amount      PMPM       Medical   Amount      PMPM       Medical

                                         Care                             Care
                                         Costs                            Costs

Fee-for-service   $ 515,164   $ 122.86   65.0  %   $ 439,699   $ 118.71   65.7  %

Capitation          140,551     33.52    17.7        113,920     30.76    17.0

Pharmacy            104,274     24.87    13.2        88,414      23.86    13.2

Other               32,782      7.82     4.1         27,322      7.38     4.1

Total             $ 792,771   $ 189.07   100.0 %   $ 669,355   $ 180.71   100.0 %




                  Nine Months Ended                  Nine Months Ended

                  September 30, 2009                 September 30, 2008

                                           % of                               % of
                                           Total                              Total

                  Amount        PMPM       Medical   Amount        PMPM       Medical

                                           Care                               Care
                                           Costs                              Costs

Fee-for-service   $ 1,521,371   $ 125.24   65.2  %   $ 1,262,327   $ 115.87   65.2  %

Capitation          413,351       34.03    17.7        335,418       30.79    17.3

Pharmacy            306,168       25.20    13.1        263,372       24.17    13.6

Other               92,975        7.65     4.0         75,414        6.92     3.9

Total             $ 2,333,865   $ 192.12   100.0 %   $ 1,936,531   $ 177.75   100.0 %




The following table provides the details of the Company's medical claims and
benefits payable as of the dates indicated:




                                               Sept. 30,   June 30,    Sept. 30,

                                               2009        2009        2008

Fee-for-service claims incurred but not paid   $ 237,495   $ 244,987   $ 238,967
(IBNP)

Capitation payable                               39,361      34,657      33,443

Pharmacy payable                                 21,100      22,367      18,136

Other                                            5,158       6,696       8,241

Total medical claims and benefits payable      $ 303,114   $ 308,707   $ 298,787




MOLINA HEALTHCARE, INC.

CHANGE IN MEDICAL CLAIMS AND BENEFITS PAYABLE

(Dollars in thousands, except per-member amounts)

(Unaudited)

The Company's claims liability includes an allowance for adverse claims
development based on historical experience and other factors including, but not
limited to, variation in claims payment patterns, changes in utilization and
cost trends, known outbreaks of disease, and large claims. The Company's
reserving methodology is consistently applied across all periods presented. The
negative amounts displayed for "Components of medical care costs related to:
Prior periods" represent the amount by which the Company's original estimate of
claims and benefits payable at the beginning of the period exceeded the actual
amount of the liability based on information (principally the payment of claims)
developed since that liability was first reported. The benefit of this prior
period development may be offset by the addition of a reserve for adverse claims
development when estimating the liability at the end of the period (captured in
"Components of medical care costs related to: Current period"). The following
table shows the components of the change in medical claims and benefits payable
as of the periods indicated:




                                                   Nine Months Ended

                                                   Sept. 30,       Sept. 30,

                                                   2009            2008

Balances at beginning of period                    $ 292,442       $ 311,606

Components of medical care costs related to:

Current period                                       2,381,903       1,996,385

Prior periods                                        (48,038   )     (59,854   )

Total medical care costs                             2,333,865       1,936,531

Payments for medical care costs related to:

Current period                                       2,089,417       1,721,191

Prior periods                                        233,776         228,159

Total paid                                           2,323,193       1,949,350

Balances at end of period                          $ 303,114       $ 298,787

Benefit from prior period as a percentage of:

Balance at beginning of period                       16.4      %     19.2      %

Premium revenue                                      1.8       %     2.6       %

Total medical care costs                             2.1       %     3.1       %

Days in claims payable                               37              44

Number of members at end of period                   1,411,000       1,239,000

Number of claims in inventory at end of period       107,700         131,100

Billed charges of claims in inventory at end of    $ 145,500       $ 147,100
period

Claims in inventory per member at end of period      0.08            0.11

Billed charges of claims in inventory per member   $ 103.12        $ 118.72
at end of period

Number of claims received during the period          9,427,400       8,234,500

Billed charges of claims received during the       $ 7,180,800     $ 5,754,700
period




    Source: Molina Healthcare, Inc.


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