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MOLINA HEALTHCARE INC

For the period ended Dec 31, 2023. Filed Feb 13, 2024.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 13, 2024

MOH$203.35-2.7%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the undersigned registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 13th day of February, 2024.

MOLINA HEALTHCARE, INC.
By:/s/ Joseph M. Zubretsky
Joseph M. Zubretsky
Chief Executive Officer(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities as indicated, as of February 13, 2024.

SignatureTitle
/s/ Joseph M. ZubretskyChief Executive Officer, President and Director
Joseph M. Zubretsky(Principal Executive Officer)
/s/ Mark L. KeimChief Financial Officer
Mark L. Keim(Principal Financial Officer)
/s/ Maurice S. HebertChief Accounting Officer
Maurice S. Hebert(Principal Accounting Officer)
/s/ Barbara L. BrasierDirector
Barbara L. Brasier
/s/ Daniel CoopermanDirector
Daniel Cooperman
/s/ Stephen H. LockhartDirector
Stephen H. Lockhart
/s/ Steven J. OrlandoDirector
Steven J. Orlando
/s/ Ronna E. RomneyDirector
Ronna E. Romney
/s/ Richard M. SchapiroDirector
Richard M. Schapiro
/s/ Dale B. WolfChairman of the Board
Dale B. Wolf
/s/ Richard C. ZoreticDirector
Richard C. Zoretic

INDEX TO EXHIBITS

The following exhibits are filed or furnished, as applicable, with this Annual Report on Form 10-K (this “Form 10-K”) or incorporated herein by reference.

The agreements included or incorporated by reference as exhibits to this Form 10-K may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosures that were made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement. The Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 10-K not misleading.

NumberDescriptionMethod of Filing
3.1Certificate of IncorporationFiled as Exhibit 3.2 to registrant’s Registration Statement on Form S-1 filed December 30, 2002
3.2Certificate of Amendment to Certificate of IncorporationFiled herewith
3.3Certificate of Amendment to Certificate of IncorporationFiled herewith
3.4Amended and Restated Bylaws of Molina Healthcare, Inc.Filed as Exhibit 3.1 to registrant’s Form 8-K filed December 26, 2023
4.1Indenture, dated as of June 2, 2020, by and between Molina Healthcare, Inc. and U.S. Bank National Association, as TrusteeFiled as Exhibit 4.1 to registrant’s Form 8-K filed June 2, 2020
4.2Form of 4.375% Notes (included in Exhibit 4.1).Filed as Exhibit 4.2 to registrant’s Form 8-K filed June 2, 2020 (Included in Exhibit 4.1 to registrant’s Form 8-K filed June 2, 2020)
4.3Indenture, dated as of November 17, 2020, by and between Molina Healthcare, Inc. and U.S. Bank National Association, as TrusteeFiled as Exhibit 4.1 to registrant’s Form 8-K filed November 17, 2020
4.4Form of 3.875% Notes due 2030 (included in Exhibit 4.3)Filed as Exhibit 4.2 to registrant’s Form 8-K filed November 17, 2020 (Included in Exhibit 4.1 to registrant’s Form 8-K filed November 17, 2020)
4.5Indenture, dated as of November 16, 2021, by and between Molina Healthcare, Inc. and U.S. Bank National Association, as TrusteeFiled as Exhibit 4.1 to registrant’s Form 8-K filed November 16, 2021
4.6Form of 3.875% Notes due 2032 (included in Exhibit 4.5)Filed as Exhibit 4.2 to registrant’s Form 8-K filed November 16, 2021 (Included in Exhibit 4.1 to registrant’s Form 8-K filed November 16, 2021)
4.7Description of Registrant’s SecuritiesFiled as Exhibit 4.9 to registrant’s Form 10-K filed February 16, 2021
10.1Credit Agreement, dated as of June 8, 2020, by and among Molina Healthcare, Inc., as the Borrower, Truist Bank, as Administrative Agent, Issuing Bank and Swingline Lender, and the Lenders party theretoFiled as Exhibit 10.1 to registrant’s Form 8-K filed June 8, 2020
10.2First Amendment to Credit Agreement, dated as of April 26, 2023, by and between Molina Healthcare, Inc. and Truist Bank, in its capacity as Administrative AgentFiled as Exhibit 10.1 to registrant’s Form 10-Q filed April 27, 2023
*10.32019 Employee Stock Purchase PlanFiled herewith
*10.4Molina Healthcare, Inc. 2019 Equity Incentive PlanFiled herewith
*10.52019 Equity Incentive Plan - Form of Restricted Stock Award Agreement (Employee/Officer with No Employment Agreement)Filed as Exhibit 10.1 to registrant’s Form 10-Q filed July 31, 2019
*10.62019 Equity Incentive Plan - Form of Performance Stock Unit Award Agreement (Employee/Officer with No Employment Agreement)Filed as Exhibit 10.2 to registrant’s Form 10-Q filed July 31, 2019
*10.72019 Equity Incentive Plan - Form of Restricted Stock Award Agreement (Officer with Employment Agreement)Filed as Exhibit 10.3 to registrant’s Form 10-Q filed July 31, 2019
NumberDescriptionMethod of Filing
*10.82019 Equity Incentive Plan - Form of Performance Stock Unit Award Agreement (Officer with Employment Agreement)Filed as Exhibit 10.4 to registrant’s Form 10-Q filed July 31, 2019
*10.9Molina Healthcare, Inc. Second Amended and Restated Change in Control Severance PlanFiled as Exhibit 10.14 to registrant’s Form 10-K filed February 16, 2021
*10.10Form of Indemnification AgreementFiled as Exhibit 10.14 to registrant’s Form 10-K filed March 14, 2007
*10.11Molina Healthcare, Inc. Amended and Restated Deferred Compensation Plan (2022)Filed as Exhibit 10.10 to registrant’s Form 10-K filed February 14, 2022
*10.12First Amendment to Molina Healthcare, Inc. Amended and Restated Deferred Compensation Plan (2022)Filed as Exhibit 10.1 to registrant’s Form 10-Q filed October 26, 2023
*10.13Employment Agreement with Jeff Barlow dated June 14, 2013Filed as Exhibit 10.3 to registrant’s Form 8-K filed June 14, 2013
*10.14Change in Control Agreement with Jeff D. Barlow, dated as of September 18, 2012Filed as Exhibit 10.16 to registrant’s Form 10-K filed February 28, 2013
*10.15Amended and Restated Employment Agreement, dated September 8, 2021, by and between Molina Healthcare, Inc. and Joseph M. ZubretskyFiled as Exhibit 10.1 to registrant’s Form 8-K filed September 9, 2021
*10.16Amendment of Employment Agreement, dated February 16, 2022, by and between Molina Healthcare, Inc. and Joseph M. ZubretskyFiled as Exhibit 10.1 to registrant’s Form 8-K filed February 16, 2022
+10.17Master Services Agreement for Information Technology Services, dated February 4, 2019, by and between Molina Healthcare, Inc. and Infosys LimitedFiled as Exhibit 10.36 to registrant’s Form 10-K filed February 19, 2019
10.18First Amendment, dated August 1, 2019, to the Master Services Agreement for Information Technology Services, dated February 4, 2019, by and between Molina Healthcare, Inc. and Infosys LimitedFiled as Exhibit 10.1 to registrant’s Form 10-Q filed October 30, 2019
**10.19Change Request #7 to the Master Services Agreement dated February 2, 2019, by and between Molina Healthcare, Inc. and Infosys LimitedFiled as Exhibit 10.1 to registrant’s Form 10-Q filed October 27, 2022
21.1List of SubsidiariesFiled herewith
23.1Consent of Independent Registered Public Accounting FirmFiled herewith
31.1Section 302 Certification of Chief Executive OfficerFiled herewith
31.2Section 302 Certification of Chief Financial OfficerFiled herewith
32.1Certificate of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Furnished herewith
32.2Certificate of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Furnished herewith
97Molina Healthcare, Inc. Policy for Recovery of Erroneously Awarded CompensationFiled herewith
101.INSInline XBRL Taxonomy Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document.Filed herewith
101.SCHInline XBRL Taxonomy Extension Schema DocumentFiled herewith
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentFiled herewith
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentFiled herewith
101.LABInline XBRL Taxonomy Extension Label Linkbase DocumentFiled herewith
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentFiled herewith
104Cover Page Interactive Data file (formatted as Inline XBRL and embedded within Exhibit 101)Filed herewith
*Management contract or compensatory plan or arrangement.
**Certain portions of this agreement have been omitted in accordance with Item 601(b)(10) of Regulation S-K. A copy of any omitted portion will be furnished to the Securities and Exchange Commission upon request. The location of the redacted confidential information is indicated in the exhibit as “[redacted]”.
+Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission under Rule 24b-2. The omitted confidential material has been filed separately. The location of the redacted confidential information is indicated in the exhibit as “[redacted]”.
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