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AMERIGROUP Corporation at Bank of America Health Care Conference - Final

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JOE FRANCE, ANALYST, BANK OF AMERICA: Good afternoon. I'm Joe France. I'm the managed care analyst of Bank of America. Thank you all for coming out again this year and thank you for coming out this afternoon to meet with our next presentation, AMERIGROUP Corporation. We're pleased to have from the company, Jeff McWaters, the Chairman and Chief Executive Officer, and Julie Loftus-Trudell, Senior Vice President in charge of Investor Relations. They have a lot to talk about, but first I need to make our public appearance statement. Please bear with me.

As you are aware, we are required to make a number of conflict of interest and related disclosures in connection with our participation in this conference and the companies that we may discuss. If you'd like to review these important disclosures, please pick up the packets containing the public appearance disclosures -- that's a long sentence -- at the back of this room -- no comma. PDF copies can be accessed by those of you viewing these presentations via the webcast. Jeff?

JEFF MCWATERS, CHAIRMAN, CEO, AMERIGROUP CORPORATION: Thank you very much, Joe. Good afternoon, everyone. We've had a lot of interest in our company in the last few weeks, as you probably have observed, although you might not be able to tell it by the participation here. But we thank all of you, and we thank you also who are joining us via webcast. We also have our disclaimers, I think you're familiar with the statements. All the information we have is available to you on Form 10-K, etc.

Healthcare ranks second behind the Iraqi war. It is the most important issue for the upcoming 2008 election. Now, we don't know if that will continue. Who knows what will happen between now and those elections, but I think it's becoming clear and apparent for us to compete on a national and international scale. We've got to get control of healthcare costs. I think it's becoming vogue for politicians, even Republicans, to be willing to talk about healthcare and access to healthcare, and healthcare insurance for all Americans. We saw Obama's recent comments. He seems to be the most focused on healthcare in terms of the Democratic candidates, and certainly Governor Romney in terms of the Republicans.

But no matter the candidates, whether it be for president, with the 400-plus candidates that we'll have for the House of Representatives, the '08 election and then one-third of the Senate, many governors, healthcare, health insurance for low income individuals, as well as the working poor, the uninsured, it's a huge issue for our country, and I like the position that it puts AMERIGROUP in as we continue to serve that population.

This is our membership as of today. We like that new addition of Tennessee, 175,000 members. We'd been talking about roughly 150,000, so we picked up a few more than we thought, serving over 1.5 million people. That's 400,000 new members in less than a year. So the Company continues to grow and expand on our centralized infrastructure, which we think allows us to do that effectively, and we can talk about it.

I'll run through these slides pretty quickly and then we'll jump into Q&A. I've not had one question today on Georgia. I'm a little surprised at that. As you're all looking up, you know I'm kidding. It seems to be Georgia on everyone's mind.

Each market, as you know when we go into these markets, is unique. It's about managing the operational issues as they present themselves. Some are predictable, some are less predictable. But, again, we feel very good about Georgia. We're glad we're there. I'll show you a slide on the economics here in a second that I think will allow you to agree with me.

We, as you know, have only been in Atlanta since June of last year, and we're just starting to get visibility on paid claims data. We've been talking for a couple of quarters about dental cost. We'll drill down on that in more detail in your Q&A in Atlanta. But we have good initiatives in place and we're in the first quarter right where we expected we would be in Atlanta.

However, in addition, we're now just starting, entered in September, in the more rural counties of Georgia, a little less than I think half of our membership. There again, we see dental pretty much for the same reasons coming back up as a high cost area. We'll spend some time on that. We've also seen a higher trend in pharmacy and a little bit in inpatient. But, again, it's a new market for us and a market that we think we can manage effectively.

We've always said that it takes 12 to 18 months to get these new startup markets in line with our core business. However, day one, both Georgia and Tennessee, we expected them to be slightly accretive and Georgia certainly is accretive, and we expect Tennessee to be slightly accretive this year as well.

And so, particularly in rural Georgia, we're focused on re-contracting, effective for the third quarter of '07, our dental business. We knew from our claims experience and from other data that we had, that the dentists in Georgia were paid among the highest, in some markets almost double what other dentists are being paid on a fee basis. However, what we didn't anticipate was some of what we think of, of an increase in utilization. And we're not sure if it's pent-up demand. We're not sure exactly what's causing it, but it is there.

So, we began re-contracting our network, looking at rates, trying to drive volume to more efficient dental providers, and trying to create relationships with providers that are effective and experienced in working with managed care. We think that re-contracting will be effective in the third quarter. It doesn't mean we'll see immediate results, but we think we can see fairly quick results because we're going after the fee side, the cost side of the equation, and we're starting to see slight reduction. It hasn't gotten down to where we like it yet, but some reduction in usage pattern.

Someone asked me today, can that really be that significant in terms of your overall cost structure driving your costs a little bit higher than your expectations? The answer is yes, it is probably close to double of what we've seen in dental costs in some of the markets. Again, we think most of that is fee driven.

Pharmacy, we're taking a little bit different approach there with the new PBM, giving us a little more visibility regarding relationships that they have with their distributors and suppliers. And so we're kind of experimenting in Georgia with this. We think we're going to see some cost reduction and, if so, we likely will expand this approach to the rest of our business.

And then we're going to begin some of our re-contracting strategies with primary care physicians. Again, we think we're seeing pent-up demand there. We actually kind of like that, in a way. We like people getting associated with their primary care physician.

One of the keys you have to really, I think, take into consideration when you're looking at Georgia versus Tennessee, is that Georgia did not have managed care. So, we're going from unmanaged in Georgia to managed, versus Tennessee, where we're going from a managed care environment to a managed care -- just a different managed care environment.

So, we like the fact that our members are connecting with PCPs. The cost has been a little higher than what we thought in the rural areas. However, that might be driving down emergency costs. It might be driving down inpatient or other costs. In addition to that, first quarter this year for all of the costs is always a high seasonality period for us. So, we also think there may be some seasonality in the first quarter. But we'll drop back on Georgia and see if you have any more questions in the discussion today.

First quarter I think you're very familiar with that by now. We're pleased with our first quarter, about $21.3 million, net income of $0.40 EPS.

The Company continues -- we're asked this question often about our business model. We like to go back and show this indication of, since 2000, how we've continued being in a 2.5% to 3.5% net income margin range. We've got some good years that approached 4% and some even over that. But we think that's where we will continue to be. The objective is, therefore,driving greater top line. We've grown 26% compounded annual growth rate in our top line since we've been a public company. So, continuing to have the growth, allowing for the growth in earnings with the same margin is pretty much the business objective here.

Now, we obviously will continue to have some leverage on SG&A as we get scale. We've dropped SG&A roughly a point or a little less every year for the last five or six years on average. We think there is some continued opportunity to do that. Obviously at some point that begins to wane. But, again, the objective here is to keep rate increases in line with medical trend, in the 3% to 5% range, keeping our medical cost at a pretty consistent average for the Company, which we've done, and then being able to drive this kind of range on net income margin.

This slide is a little bit out of order, but it's kind of back to why you would go into a Georgia or why you'd go into a Tennessee and how this would affect your earnings. Many of you have watched our acquisitions. We've done acquisitions that have ranged anywhere -- we've done 10 -- ranging anywhere from $300, $400 per member to over $1,000 per member. Now, you don't buy them on a per-member basis. They're done on a discounted cash flow and growth is factored into that. However, you take the purchase price and you divide it by the current membership, these are the kind of numbers that you get. Compare to these de novo startups of less than $50, so the return on investment is growing in these de novo markets and taking that 12 to 18 months to effectively bring them into your kind of core business is a dramatic return for shareholders.





So, some say was Georgia a mistake? Is Georgia a surprise? No, no and no. We'll take all the $50 members, multi-billion-dollar contracts we can take that are exactly in our sweet spot, because we have always -- we have always taken high medical costs in new markets, whether it's our acquisition of Oxford's business or Prudential's business, in both cases well in excess of 100%. Or other new markets we've entered and driven that cost down with rate increases, with effective disease management and early case finding to be consistent with the Company's level, and that showed in the previous chart of our net income margin.

So, this brings us to our guidance for the year. Strong gross slightly above our organic growth that we've been talking about on the high side, partly because of a few more members in Tennessee and a few more members in Texas and in Ohio, particularly the SSI members, our AmeriPlus product, that do come in at a higher per-member per-month revenue.

Average rate increases on the lower side, a little bit lower rate increase than we originally anticipated in New York, although New York is actuarially sound there, very effective loss ratios. And also the effect of just having lower medical cost trends. Again, the rate increases, we track our medical cost trend. You notice last year we had higher medical cost trend than normal -- I'm sorry, '05 is the year I'm describing. And so you notice last year's rate increase, the 8% to 9% in some markets, reflected that.

So, now we're seeing more normalized medical cost trend for us and therefore we think that the weighted average rate increases will be at the low end of that driving our EPS range $1.81 to $1.96.

HBR, mid to upper 83% range, thinking that it might come up just a tad when we gave this new guidance on the basis that we would have so many new members in Georgia and in Tennessee, 25,000 particularly more in Tennessee. Plus, again, more SSI members in Texas and Ohio than we originally had anticipated. So, new members coming in at a little higher medical loss ratio as the Company works to bring it down more closely to the Company average.

SG&A will give us some leverage because again these SSI members and all revenue coming in with a greater contribution margin just allows us with some of our fixed costs to spread it over a greater base and tax rate hanging in about the same. So, that's where we're looking at the business for the rest of the year and feeling very good about where we're positioned.

Again, our objective until every person in America has access to a personal physician, to an organized system of care, our job's not finished and I think we'll get a lot of help with the '08 elections on that, which will continue to give us a great position of growth.

So, with that, we have some other slides we can share with you based on your questions. I'll open it up to Julie and myself. Joe can even answer two or three of your questions. Can I ask you a question, Joe?

JOE FRANCE: Simple questions.

JEFF MCWATERS: What would you like to talk about today?

JOE FRANCE: Maybe one place would be to start with Georgia, which seems to be on everyone's mind. You've been the most straightforward in telling us that we should look at the data as being something that we can use because it comes directly from the companies, but it feels like maybe it's been misinterpreted, too?

JEFF MCWATERS: You're talking about the claims data?

JOE FRANCE: The claims data that's posted on the website. Some of the data, for example, like denied claims, the definition of a denied claim is different from company-to-company. I'm just curious how you would suggest we look at that data?

JEFF MCWATERS: I'd suggest you don't look at it. I think that the data, we even ourselves try to sometimes compare it to what we know happens in our own company. And even though the facts of the data are correct, the timing of the claim flow, it's in different periods. As you say, there are different definitions. We really don't think it serves investors any particular purpose. So, it's hard to analyze the data ourselves. We certainly could not ourselves, and we do this every day, use the data to compare ourselves with others.

I think when the State came out with that approach, they thought it somehow may be helpful to providers or helpful for other benchmarks, but I think it's probably proven out to be more of a distraction to investors than a real reflection of what's going on in the business. You know, I guess the unfortunate part is that, you know, these are new markets and so people are looking at everything they can possibly look at. But, Joe, I just don't think that's a really good indicator.

JOE FRANCE: Maybe a related question would be a comment about Georgia being on managed care previously compared to some of the other markets. What would be -- I don't know if it would -- I guess looking at prior markets that you've entered, what would be the closest analogous situation to Georgia? I mean, the de novo market, initial experience is unfavorable, or however you would characterize it?

JULIE LOFTUS-TRUDELL, SVP IR, AMERIGROUP CORPORATION: I think it's helpful to use the stat filings for that and look at Ohio, Virginia, both new markets you could see over rolling six-plus quarters in the stat filings an evolution of that new market cycle with the HBR. Georgia is different from those two markets in that both Ohio and in Virginia you pretty much had a start date. Whereas, in Georgia we started in the Atlanta region in June of last year, and in the non-Atlanta regions we started in both September and October. So, there's a little bit difference in terms of the evolution of that market, but I think that's a good indicator to help you with that new market cycle.

JEFF MCWATERS: And then in Texas, we've been in these market startups. Austin, Texas is another example where we've gone in, we've started out with some high cost and been able to over time, within that kind of 12- to 18-month period worked that cost down. So, I don't see anything fundamentally different. It's not to say we wouldn't discover something, but we've not seen any indication of anything fundamentally different than our underwriting would have told us, or fundamentally different in that Georgia market than any other market historically we've done business in. It's just the 12- to 18-month investment process to get the market up to where our core business runs.

JOE FRANCE: Julie, you were saying that the difference between Ohio and Virginia and Georgia is that they -- Ohio and Virginia started statewide all at once.

JULIE LOFTUS-TRUDELL: Pretty much.

JOE FRANCE: As opposed to a rollout, okay.

JULIE LOFTUS-TRUDELL: Pretty much, yeah. And in Georgia you're seeing a rollout.

JOE FRANCE: So, that would prolong the period of confusion, if you will?

JULIE LOFTUS-TRUDELL: Possibly, yes.

JEFF MCWATERS: Which is why we kind of talk about the two different markets within Georgia.

JOE FRANCE: Have you talked to the State of Georgia about maybe making the data more useful?

JEFF MCWATERS: Yeah, we are. We're working with them right now. Frankly, on an actuarially sound rate, I will have to say that it is harder in these new states. It's the first time the State of Georgia has ever been through a rating cycle, and they only have -- we only have six months of data of which only one month -- I'm sorry, one quarter -- three months is really starting to get credibility. So, it's a bit early to expect much in the rate action. You know, there may be some rationale for putting that off for a couple of quarters. We'll see. But we in that process will also take on this issue of how we can give better, clearer data to benchmark kind of how we're doing with the operational aspects of running the program down there for them and for the providers.

JULIE LOFTUS-TRUDELL: I think it's fair to say, Jeff, that our expectations for Georgia are modest in terms of what we're looking at.

JEFF MCWATERS: Yeah, that's right. Yes?

UNIDENTIFIED AUDIENCE MEMBER: Hi. Can you talk about the admin rate in Ohio, whether you expect that to go down and how quickly you could adjust your benefits if that happens? And then also the breakdown of how SCHIP would get paid for if expanded, in your opinion?

JEFF MCWATERS: SCHIP nationally?

UNIDENTIFIED AUDIENCE MEMBER: Yeah.

JEFF MCWATERS: Okay. Julie may have a little more detail on Ohio. I'll start it off and then kind of turn it over to her. You know, that's a process that we're working through with the Legislature. It has to do with how they might ultimately look at underwriting or setting rates. It doesn't necessarily -- this is an issue that the states, some of you may not even be familiar with it. It's not a particular high concern to us on the short-term. I think over the long-term we'd want to watch it, but it has to do with the state limiting certain SG&A costs, etc. We, too, can limit certain SG&A costs in the state, and we can work with them on how to do that, whether it's marketing or reporting, or those kinds of things. And again I think there's a long leap between the work that's being discussed at the underwriting level for the State and how it might ultimately play out in the rates that we get with the State. I know that sounds like a little bit of double talk, but those two are not connected totally and completely. Do you have more you can add about that?





On the SCHIP, we do like to remind people that the State Children's Health Insurance Program is not Medicaid. So, anything we're talking about on SCHIP is over and above Medicaid. There is somewhere around recent projections of 16 to 17 million kids in this country that don't have health insurance, or access to a doctor in an organized system of care. And roughly 6 million of those kids today are on those SCHIP programs. It's a state program. It gets part of its funding from the federal government. Usually around 60-plus percent, so it's a very good thing for states to utilize. Unfortunately, not all states do. Some use more than the federal funding they're given, and some get extra money because of that. Others fall short of getting enough kids enrolled.

Texas is an example of a state that, over the years, has fallen short of putting as many kids as the federal government is willing to pay for them to have in there. And the good news is Texas Legislature just came out with an addition of about 100,000 more kids that they're going to allow to be eligible for SCHIP. So, that would give us a market opportunity because we offer those programs in Texas.

Similarly, Florida, about 30,000 kids, same thing. But at the federal level, the good news is that today the program is funded at about $5 billion a year; for the next five years, $25 billion. But there's, I think, a high likelihood that we'll see an additional $50 billion in funding for SCHIP, and it too will be a very significant political issue. So, I think that probably won't cover all the kids, it will probably cover maybe another 4 to 6 million kids. It will add behavioral health benefits, and it will add some dental benefits for these kids as well, upgrading some of the eligibility.

So, we think it's great, it's right in our sweet spot. Our product is called AmeriKids. It's only about 100,000 of our members now, because the states, frankly, haven't been aggressive adapters of the SCHIP program. I think you'll see more of that, especially given state budgets are doing a little better as well. Does that answer your question on SCHIP?

UNIDENTIFIED AUDIENCE MEMBER: [Inaudible]

JEFF MCWATERS: Oh, how is SCHIP going to get paid for? There is a range of alternatives that Congress has. The one that I like the best is the increase in the cigarette tax. Sorry about that for those of you who smoke, but it's probably still not enough, from about $0.37 to between $0.75 and $1.00 a pack. I'm not a tax guy, but if there is ever a tax that should be paying for Medicaid it's a cigarette tax.

There will also be, I think, some cuts in Medicare. Medicare already has a program, I think about 2.6%, 2.8% increase effective this January. But I think there will also be a simultaneous cut that will take some of that back and take some back in future periods, roughly, probably 3% to 5%, roughly. There will be some stuff on the alternative minimum tax, and even the Democrats are willing to do something on that, which is kind of surprising. I think there will be some cuts on hospital and nursing home reimbursement. Those are the list of items. I think you'll see cuts in most of those things to fund this SCHIP program.

Which really means that sometimes we're -- people worry about us as an industry and cuts. Well, what we have gotten is actuarially sound rate increases year after year after year in the 3 to 5% range, giving us that profit net income that I talked to you about. And what is so unique for us is that we're administered at a state level and we're not subject to the whim of just the federal government. We have these 50 governors that we refer to as our chief lobbyists. They're great guys, but their objective is for their own state to make sure they have either CHIP funding or federal match funding for their state Medicaid program. So, we're very encouraged. This is just another example over the years of Medicaid being funded when other programs may not be.

I think there was a question back there. Do you want to take the --

UNIDENTIFIED AUDIENCE MEMBER: Yeah, I was just hoping you could talk a little about what you've seen in MLR trends and markets other than Georgia and Tennessee. Have you seen any spikes and what you're doing specifically to manage that?

JULIE LOFTUS-TRUDELL: We can talk to the first quarter, obviously, but not a big quarter update.

JEFF MCWATERS: Oh, yeah. We won't say anything about the second quarter. Generally, the core business ran very well for us. You know, I think we had maybe a little bit of increased cost, not much, in a couple of line items in Texas. Very predictable, nothing unusual there at all, offset by good things that we had in Texas, in particular, that small SCHIP -- I'm sorry, SNP -- SNP product that we have down there. So, overall our core business performed very well. So, obviously it had to out-perform the negative we had in Georgia, slight negative in Georgia. A little previous experience in the Georgia medical cost as well. So, some of you who saw the orange blank at, what, 95%, I guess, did have some previous experience in that number as well.

So, overall, the core business ran well and we were very pleased with it. Good growth, very strong growth, as Julie said, at the back half of the first quarter. Yes, sir?

UNIDENTIFIED AUDIENCE MEMBER: Hi. Can you please talk about where you are in the process of negotiating rates in Virginia, and when you expect to have some sort of decision there?

JEFF MCWATERS: Let me go back to the medical loss ratio question, because I think this is an important point I left out, and then we'll hit the Virginia rate. It is important for you all to remember that the medical loss ratio in the first quarter we had is below the year guidance. So, please take a hard look at that in models, etc. Oh, five minutes. In other words, you have to take into account that, yes, there is high seasonality for us in the first quarter. Second quarter is usually much better, lower seasonality. However, we're bringing on Tennessee April 1, and I think some of the reviews of things people don't always take that into consideration.

So, we will see some higher as expected medical costs because of the additional SSI business in Tennessee, Ohio and Texas, and the new TANF business in Tennessee. So, do keep that in mind.

July for Virginia. It's not a big market for us, 23,000 out of 1.5 million members. It's a future market. It's a market where we spend time with the governor there and we think he's very much committed to tring to take steps to deal with the SSI or long-term care population. They've done very little in that state. It's over 70% of their cost. We're kind of in the state, and northern Virginia is an extension of our small operation in DC. We would like to expand in the state more. The State has looked at some things that kind of came out, I think, that maybe were unclear for shareholders, maybe some newspaper articles, etc., that talked about an 8% profit cap or something along that line. We're okay with profit shares and we're certainly okay with 8%, when our objective is 2.5% to 3.5%, and 4% on a good year. So, we're fine with that. Some people misinterpreted that to think that the 8% was contribution margin. It really was not that.

Some people also misinterpreted our profit at being at 16%. That was our operating or contribution margin. So, plenty of misinformation out there about Virginia. We think it's a good market. It' reasonably profitable for us, but it's 23,000 members. It's a market for us to grow in other products in Virginia over time. It's not going to be a fast grower for us in the short-run, though.

JOE FRANCE: I think Sarah had one more question.

UNIDENTIFIED AUDIENCE MEMBER: Hi. Can you give us any timing update on the qui tam appeal decision or anything?

JEFF MCWATERS: Yeah. There will be back-and-forth filings, several back-and-forth filings. We will continue to contest it aggressively.

JULIE LOFTUS-TRUDELL: I think through June and the fall you'll see some filing of briefs, arguments in early '08.

JEFF MCWATERS: Miguel Estrada, a new lawyer with Gibson Dunn, a partner with Ted Olson, is also the name -- you might look him up sometime. He's also a very well respected scholar of appeal law. He's also very active in the case with us, along with Ted Olson, the Solicitor General. This won't be done with -- over with until probably the first or second quarter of '08. But we're fully financed for that and we're going to continue to push very hard on it, because we think we did exactly what the State of Illinois asked us to do, and what six of the ten other states we operate in asked us to do.

By the way, that is -- there are always headline risk, though, with our company related to that, and that's a bit unfortunate for shareholders and for us. But we remain very focused on our core business. I'll also say that you have, in general, industry headline risk coming out with kind of the silly season of the '08 elections. You have this new Michael Moore movie coming out. You're going to read about managed care and managed Medicaid. I think you know by now, many of you are very well versed in our industry and what we do, and I think you'll be able to separate the fact from the fiction, but call us when you see articles or things of concern, and we're usually on them and have information about our industry that can set the record straight.





JOE FRANCE: Jeff, Julie, thank you very much for taking time to come out and present today, to do the one-on-one meetings. Very helpful.

JEFF MCWATERS: Thank you very much.

[Thomson Financial reserves the right to make changes to documents, content, or other information on this web site without obligation to notify any person of such changes.

In the conference calls upon which Event Transcripts are based, companies may make projections or other forward-looking statements regarding a variety of items. Such forward-looking statements are based upon current expectations and involve risks and uncertainties. Actual results may differ materially from those stated in any forward-looking statement based on a number of important factors and risks, which are more specifically identified in the companies' most recent SEC filings. Although the companies may indicate and believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate or incorrect and, therefore, there can be no assurance that the results contemplated in the forward-looking statements will be realized.

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