Molina Medicaid Solutions - DHHR

e10vk10-K 1 a51362e10vk.htm FORM 10-KTable of ContentsSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549Form 10-K(Mark One)þoANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008orTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934Commission File Number 1-31719MOLINA HEALTHCARE, INC.(Exact name of registrant as specified in its charter)Delaware 13-4204626(State or other jurisdiction of(I.R.S. Employerincorporation or organization)Identification No.)200 Oceangate, Suite 100, Long Beach, California 90802(Address of principal executive offices)(562) 435-3666(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act:Title of Class Name of Each Exchange on Which RegisteredCommon Stock, $0.001 Par Value New York Stock ExchangeSecurities registered pursuant to Section 12(g) of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o YesIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o YesIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes o NoIndicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’sknowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. oIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “largeaccelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):Large accelerated filer o Accelerated filer þ Non-accelerated filer o Smaller reporting company o(Do not check if a smaller reporting company)Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o YesThe aggregate market value of Common Stock held by non-affiliates of the Registrant as of June 30, 2008, the last business day of our most recently completed second fiscal quarter,was approximately $300 million (based upon the closing price for shares of the Registrant’s Common Stock as reported by the New York Stock Exchange, Inc. on June 30, 2008).As of March 13, 2009, approximately 26,066,000 shares of the Registrant’s Common Stock, $0.001 par value per share, were outstanding.DOCUMENTS INCORPORATED BY REFERENCEPortions of the Registrant’s Proxy Statement for the 2009 Annual Meeting of Stockholders to be held on April 28, 2009 are incorporated by reference into Part III of this Form 10-K.þ Noþ Noþ NoMOLINA HEALTHCARE, INC.Table of ContentsForm 10-KPagePART IItem 1. Business 1Item 1A. Risk Factors 13Item 1B. Unresolved Staff Comments 29Item 2. Properties 29Item 3. Legal Proceedings 29Item 4. Submission of Matters to a Vote of Security Holders 29PART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 31Item 6. Selected Financial Data 34Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 36Item 7A. Quantitative and Qualitative Disclosures About Market Risk 59Item 8. Financial Statements and Supplementary Data 60Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 99Item 9A. Controls and Procedures 99Item 9B. Other Information 99PART IIIItem 10. Directors, Executive Officers and Corporate Governance 101Item 11. Executive Compensation 101Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 101Item 13. Certain Relationships and Related Transactions, and Director Independence 101Item 14. Principal Accountant Fees and Services 102PART IVItem 15. Exhibits and Financial Statement Schedules 102Signatures 103EX-12.1EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2http://sec.gov/Archives/edgar/data/1179929/000095013409005437/a51362e10vk.htm[1/6/2012 11:14:47 AM]