EX-99.2 3 a52213041ex99_2.htm EXHIBIT 99.2
Exhibit 99.2
Molina Healthcare to Acquire Magellan Complete Care April 30, 2020

Cautionary Statement Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:This presentation and the accompanying oral remarks include forward-looking statements regarding, without limitation, the Company’s proposed acquisition of Magellan Complete Care. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The Company cannot guarantee that it will actually achieve the plans, outlook, or expectations disclosed in its forward-looking statements and, accordingly, you should not place undue reliance on the Company’s forward-looking statements. Those risks and uncertainties are discussed under Item 1A in the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, and also in the Company’s quarterly reports and other reports and filings with the Securities and Exchange Commission, or SEC. These reports can be accessed under the investor relations tab of the Company’s website or on the SEC’s website at www.sec.gov. Given these risks and uncertainties, the Company can give no assurances that its forward-looking statements will prove to be accurate, or that the results or events projected or contemplated by its forward-looking statements will in fact occur. All forward-looking statements in this presentation represent management’s judgment as of April 30, 2020, and, except as otherwise required by law, the Company disclaims any obligation to update any forward-looking statements to conform the statement to actual results or changes in its expectations.

Combination at a Glance Strategic product fit, complementary geography and compelling return profile Molina Magellan Complete Care Membership (1) 3.4M 155K 2019 Revenue ~$16.8B >$2.7B 2019 Reported MCR 85.8% 88.9% 2019 EBITDA (2) ~$1.1B Slightly profitable Molina at 3/31/20. MCC at 12/31/19.See reconciliation of non-GAAP financial measures at the end of this presentation.

Puerto Rico Geographic Footprint of Combined Entity Operating cost leverage through Medicare and Marketplace expansion opportunities Portfolio of businesses in government managed-care Magellan Complete Care operates in 6 states, including 3 new states for Molina AZ: newly procured TANF and CHIPVA: recently procured LTSS, TANF, CHIPMA: well-established dualsNY: well-established NYC MLTCFL: SMI populationWI: Self-directed care, ASO = New state = Overlap state = Existing state = Adds New York City

Strategic Rationale Strategic attributes of acquisition are compelling Highly complementary geographic and product additionssupports existing high acuity and duals strategycreates opportunities for both fixed cost and operating leverage Revenue streams from MCC contracts are long-tenured and stable will apply our demonstrated operating capabilities to these revenue streams to improve MCC margins Maintains stability for state partnersprovides continuity of care for MCC members Immediate expansion of geographic and product footprintcreates broader portfolio, less affected by state-specific RFP timing and cycles 2 4 1 3 SIGNIFICANT VALUE CREATION ATTRACTIVE GEOGRAPHIC AND PRODUCT ADDITIONS PORTFOLIO DIVERSIFICATION AND ENHANCEMENT STABILITY AND CONTINUITY OF CARE

Transaction Summary Uses available cash, attractively priced, many sources of value creation and attractive returns $820 million net of certain tax benefitsNet purchase price approximately 30 percent of full year 2019 revenue Purchase Price Value Creation Three sources of value: margin improvement, operating leverage, fixed cost leverageAccretion: approximately $0.50 to $0.75 cash earnings per diluted share in the first year of ownership; at least $1.75 cash earnings per diluted share in the second year of ownership Significant excess cash at parent and existing lines of credit give Molina both capacity and flexibilityMolina to fund entire transaction with a portion of its cash on hand Funding

Thank You

Reconciliation of Non-GAAP Financial Measures

Reconciliation of Non-GAAP Financial Measures As of December 31, 2019 Net Income $737M Adjustments: Depreciation, and Amortization of Intangible Assets and Capitalized Software $89M Interest Expense $87M Income Tax Expense $235M EBITDA $1,148M 2019 Actual