MOLINA HEALTHCARE INC
For the period ended Dec 31, 2023. Filed Feb 13, 2024.
View on SEC.govAbout 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
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
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.
| Signature | Title |
|---|---|
| /s/ Joseph M. Zubretsky | Chief Executive Officer, President and Director |
| Joseph M. Zubretsky | (Principal Executive Officer) |
| /s/ Mark L. Keim | Chief Financial Officer |
| Mark L. Keim | (Principal Financial Officer) |
| /s/ Maurice S. Hebert | Chief Accounting Officer |
| Maurice S. Hebert | (Principal Accounting Officer) |
| /s/ Barbara L. Brasier | Director |
| Barbara L. Brasier | |
| /s/ Daniel Cooperman | Director |
| Daniel Cooperman | |
| /s/ Stephen H. Lockhart | Director |
| Stephen H. Lockhart | |
| /s/ Steven J. Orlando | Director |
| Steven J. Orlando | |
| /s/ Ronna E. Romney | Director |
| Ronna E. Romney | |
| /s/ Richard M. Schapiro | Director |
| Richard M. Schapiro | |
| /s/ Dale B. Wolf | Chairman of the Board |
| Dale B. Wolf | |
| /s/ Richard C. Zoretic | Director |
| 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.
| Number | Description | Method of Filing |
| 3.1 | Certificate of Incorporation | Filed as Exhibit 3.2 to registrant’s Registration Statement on Form S-1 filed December 30, 2002 |
| 3.2 | Certificate of Amendment to Certificate of Incorporation | Filed herewith |
| 3.3 | Certificate of Amendment to Certificate of Incorporation | Filed herewith |
| 3.4 | Amended and Restated Bylaws of Molina Healthcare, Inc. | Filed as Exhibit 3.1 to registrant’s Form 8-K filed December 26, 2023 |
| 4.1 | Indenture, dated as of June 2, 2020, by and between Molina Healthcare, Inc. and U.S. Bank National Association, as Trustee | Filed as Exhibit 4.1 to registrant’s Form 8-K filed June 2, 2020 |
| 4.2 | Form 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) |
| 4.3 | Indenture, dated as of November 17, 2020, by and between Molina Healthcare, Inc. and U.S. Bank National Association, as Trustee | Filed as Exhibit 4.1 to registrant’s Form 8-K filed November 17, 2020 |
| 4.4 | Form 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) |
| 4.5 | Indenture, dated as of November 16, 2021, by and between Molina Healthcare, Inc. and U.S. Bank National Association, as Trustee | Filed as Exhibit 4.1 to registrant’s Form 8-K filed November 16, 2021 |
| 4.6 | Form 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) |
| 4.7 | Description of Registrant’s Securities | Filed as Exhibit 4.9 to registrant’s Form 10-K filed February 16, 2021 |
| 10.1 | Credit 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 thereto | Filed as Exhibit 10.1 to registrant’s Form 8-K filed June 8, 2020 |
| 10.2 | First Amendment to Credit Agreement, dated as of April 26, 2023, by and between Molina Healthcare, Inc. and Truist Bank, in its capacity as Administrative Agent | Filed as Exhibit 10.1 to registrant’s Form 10-Q filed April 27, 2023 |
| *10.3 | 2019 Employee Stock Purchase Plan | Filed herewith |
| *10.4 | Molina Healthcare, Inc. 2019 Equity Incentive Plan | Filed herewith |
| *10.5 | 2019 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 |
| *10.6 | 2019 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 |
| *10.7 | 2019 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 |
| Number | Description | Method of Filing |
| *10.8 | 2019 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 |
| *10.9 | Molina Healthcare, Inc. Second Amended and Restated Change in Control Severance Plan | Filed as Exhibit 10.14 to registrant’s Form 10-K filed February 16, 2021 |
| *10.10 | Form of Indemnification Agreement | Filed as Exhibit 10.14 to registrant’s Form 10-K filed March 14, 2007 |
| *10.11 | Molina Healthcare, Inc. Amended and Restated Deferred Compensation Plan (2022) | Filed as Exhibit 10.10 to registrant’s Form 10-K filed February 14, 2022 |
| *10.12 | First 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 |
| *10.13 | Employment Agreement with Jeff Barlow dated June 14, 2013 | Filed as Exhibit 10.3 to registrant’s Form 8-K filed June 14, 2013 |
| *10.14 | Change in Control Agreement with Jeff D. Barlow, dated as of September 18, 2012 | Filed as Exhibit 10.16 to registrant’s Form 10-K filed February 28, 2013 |
| *10.15 | Amended and Restated Employment Agreement, dated September 8, 2021, by and between Molina Healthcare, Inc. and Joseph M. Zubretsky | Filed as Exhibit 10.1 to registrant’s Form 8-K filed September 9, 2021 |
| *10.16 | Amendment of Employment Agreement, dated February 16, 2022, by and between Molina Healthcare, Inc. and Joseph M. Zubretsky | Filed as Exhibit 10.1 to registrant’s Form 8-K filed February 16, 2022 |
| +10.17 | Master Services Agreement for Information Technology Services, dated February 4, 2019, by and between Molina Healthcare, Inc. and Infosys Limited | Filed as Exhibit 10.36 to registrant’s Form 10-K filed February 19, 2019 |
| 10.18 | First 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 Limited | Filed as Exhibit 10.1 to registrant’s Form 10-Q filed October 30, 2019 |
| **10.19 | Change Request #7 to the Master Services Agreement dated February 2, 2019, by and between Molina Healthcare, Inc. and Infosys Limited | Filed as Exhibit 10.1 to registrant’s Form 10-Q filed October 27, 2022 |
| 21.1 | List of Subsidiaries | Filed herewith |
| 23.1 | Consent of Independent Registered Public Accounting Firm | Filed herewith |
| 31.1 | Section 302 Certification of Chief Executive Officer | Filed herewith |
| 31.2 | Section 302 Certification of Chief Financial Officer | Filed herewith |
| 32.1 | Certificate of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished herewith |
| 32.2 | Certificate of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished herewith |
| 97 | Molina Healthcare, Inc. Policy for Recovery of Erroneously Awarded Compensation | Filed herewith |
| 101.INS | Inline 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.SCH | Inline XBRL Taxonomy Extension Schema Document | Filed herewith |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | Filed herewith |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | Filed herewith |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith |
| 104 | Cover 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]”. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.