Molina Medicaid Solutions - DHHR

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e10vkThrough December 31, 2009, the Company’s income tax expense included both the Michigan business income tax, or BIT, and the Michigan modified gross receipts tax,or MGRT. Effective January 1, 2010, the Company has recorded the MGRT as a premium tax and not as an income tax. The Company will continue to record the BIT as anincome tax. For the years ended December 31, 2009 and December 31, 2008, premium tax expense and income tax expense have been reclassified to conform to thispresentation.Our effective tax rate is based on expected income, statutory tax rates, and tax planning opportunities available to us in the various jurisdictions in which we operate.Significant management estimates and judgments are required in determining our effective tax rate. We are routinely under audit by federal, state, or local authorities regardingthe timing and amount of deductions, nexus of income among various tax jurisdictions, and compliance with federal, state, and local tax laws. We have pursued variousstrategies to reduce our federal, state and local taxes. As a result, we have reduced our state income tax expense due to California enterprise zone credits.During 2010, 2009, and 2008, tax-related deficiencies on share-based compensation were $673,000, $718,000, and $292,000, respectively. Such amounts were recordedas adjustments to income taxes payable with a corresponding decrease to additional paid-in capital.99Table of ContentsMOLINA HEALTHCARE, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)Deferred tax assets and liabilities are classified as current or non-current according to the classification of the related asset or liability. Significant components of ourdeferred tax assets and liabilities as of December 31, 2010 and 2009 were as follows:December 31,2010 2009(In thousands)Accrued expenses $ 12,618 $ 2,494Reserve liabilities 877 285State taxes (120) 1,151Other accrued medical costs 2,126 1,628Net operating losses 27 27Unrealized (gains) losses (254) (408)Unearned premiums 3,517 6,554Prepaid expenses (3,006) (2,894)Other, net (69) (80)Deferred tax asset, net of valuation allowance — current 15,716 8,757Accrued expenses 791 (281)Reserve liabilities 3,071 2,501State taxes 1,960 —Other accrued medical costs (358) (866)Net operating losses 1,362 237Unrealized losses 1,559 1,480Unearned premiums (135) (264)Depreciation and amortization (20,110) (10,415)Deferred compensation 6,829 6,817Debt basis (9,673) (11,555)Other, net (337) (160)Valuation allowance (1,194) —Deferred tax liability, net of valuation allowance — long term (16,235) (12,506)Net deferred income tax liability $ (519) $ (3,749)At December 31, 2010, we had federal and state net operating loss carryforwards of $475,000 and $28 million, respectively. The federal net operating loss beginsexpiring in 2018, and state net operating losses begin expiring in 2015. The utilization of the net operating losses is subject to certain limitations under federal law.At December 31, 2010, we had California enterprise zone tax credit carryovers of $3 million which do not expire.We evaluate the need for a valuation allowance taking into consideration the ability to carry back and carry forward tax credits and losses, available tax planningstrategies and future income, including reversal of temporary differences. We have determined that as of December 31, 2010, $1.2 million of deferred tax assets did not satisfythe recognition criteria due to uncertainty regarding the realization of some of our state tax operating loss carryforwards. We increased our valuation allowance from zero atDecember 31, 2009 to $1.2 million as of December 31, 2010.We recognize tax benefits only if the tax position is more likely than not to be sustained. We are subject to income taxes in the U.S. and numerous state jurisdictions.Significant judgment is required in evaluating our tax positions and determining our provision for income taxes. During the ordinary course of business, there are manytransactions and calculations for which the ultimate tax determination is uncertain. We establish reserves for tax-related uncertainties based on estimates of whether, and theextent to which, additional taxes will be due. These100Table of ContentsMOLINA HEALTHCARE, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)reserves are established when we believe that certain positions might be challenged despite our belief that our tax return positions are fully supportable. We adjust these reservesin light of changing facts and circumstances, such as the outcome of tax audits. The provision for income taxes includes the impact of reserve provisions and changes to reservesthat are considered appropriate.The roll forward of our unrecognized tax benefits is as follows:Year Ended December 31,2010 2009 2008(In thousands)Gross unrecognized tax benefits at beginning of period $ (4,128) $ (11,676) $ (10,278)Increases in tax positions for prior years (6,891) (3,748) (3,310)Decreases in tax positions for prior years — 6,804 2,682Increases in tax positions for current year — — (2,061)Decreases in tax positions for current year — — 892Settlements — 4,355 —Lapse in statute of limitations 57 137 399Gross unrecognized tax benefits at end of period $ (10,962) $ (4,128) $ (11,676)As of December 31, 2010, we had $11.0 million of unrecognized tax benefits of which $7.8 million, if fully recognized, would affect our effective tax rate. We anticipatea decrease of $499,000 to our liability for unrecognized tax benefits within the next twelve-month period due to normal expiration of tax statutes.Our continuing practice is to recognize interest and/or penalties related to unrecognized tax benefits in income tax expense. As of December 31, 2010, December 31,2009, and December 31, 2008, we had accrued $82,000, $75,000 and $1.4 million, respectively, for the payment of interest and penalties.We may be subject to examination by the Internal Revenue Service (“IRS”) for calendar years 2007 through 2010. We are under examination, or may be subject toexamination, in certain state and local jurisdictions, with the major jurisdictions being California, Missouri, and Michigan, for the years 2004 through 2010. Our subsidiary,HCLB, entered into a closing agreement with the IRS in December 2009 that successfully concluded with certainty the IRS examination of HCLB for the year ended May 2006.14. Stockholders’ EquityIn August 2010, we commenced an underwritten public offering of 4,000,000 shares of our common stock, conducted pursuant to an effective registration statement filedwith the Securities and Exchange Commission on December 8, 2008. In connection with the offering, we granted the underwriters an overallotment option to purchase up to350,000 shares, and the single selling stockholder, the Molina Siblings Trust, granted the underwriters an option to purchase up to 250,000 shares. The overallotment option wassubsequently exercised in August 2010. Our chief financial officer, John Molina, is the trustee of the Molina Siblings Trust, with sole voting and investment power. Dr. J. MarioMolina, our president and chief executive officer and the brother of John Molina, is a beneficiary of the Molina Siblings Trust, as is John Molina and each of his other threesiblings.We issued 4,350,000 shares in connection with the offering, including the overallotment option. Net of the issuance costs, proceeds from the offering totaled$111.1 million, or approximately $25.55 per share, resulting in an increase to additional paid-in capital. We used the net proceeds of the offering to repay the outstandinghttp://sec.gov/Archives/edgar/data/1179929/000095012311023069/a58840e10vk.htm[1/6/2012 11:08:51 AM]
e10vkindebtedness under the Credit Facility and for general corporate purposes. We did not receive any proceeds from the sale of shares by the selling stockholder.In connection with the plans described in Note 16, “Stock Plans,” we issued approximately 352,000 shares and 234,000 shares of common stock, net of shares retired tosettle employees’ income taxes, for the years ended101Table of ContentsMOLINA HEALTHCARE, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)December 31, 2010 and 2009, respectively. This resulted in increases to additional paid-in capital of $10.6 million, and $7.8 million, both net of deferred taxes, as ofDecember 31, 2010, and December 31, 2009, respectively.Under the purchase program described in Note 12, “Long-Term Debt,” we purchased approximately 1.4 million shares of our common stock for $27.7 million (averagecost of approximately $20.49 per share) during 2009. These purchases increased diluted earnings per share for the year ended December 31, 2009 by $0.04. In 2009, we retiredthe $27.7 million of treasury shares purchased in 2009, and we also retired $20.4 million of treasury shares that were purchased prior to 2009 ($48.1 million in aggregate),which reduced additional paid-in capital.15. Employee BenefitsWe sponsor a defined contribution 401(k) plan that covers substantially all full-time salaried and hourly employees of our company and its subsidiaries. Eligibleemployees are permitted to contribute up to the maximum amount allowed by law. We match up to the first 4% of compensation contributed by employees. Expense recognizedin connection with our contributions to the 401(k) plan totaled $5.9 million, $4.7 million and $3.9 million in the years ended December 31, 2010, 2009, and 2008, respectively.We also have a nonqualified deferred compensation plan for certain key employees. Under this plan, eligible participants may defer up to 100% of their base salary and100% of their bonus to provide tax-deferred growth for retirement. The funds deferred are invested in corporate-owned life insurance, under a rabbi trust.16. Stock PlansIn 2002, we adopted the 2002 Equity Incentive Plan (the “2002 Plan”), which provides for the award of stock options, restricted stock, performance shares, and stockbonuses to the company’s officers, employees, directors, consultants, advisors, and other service providers. The 2002 Plan initially allowed for the issuance of 1.6 million sharesof common stock. Beginning January 1, 2004, shares eligible for issuance automatically increase by the lesser of 400,000 shares or 2% of total outstanding capital stock on afully diluted basis, unless the board of directors affirmatively acts to nullify the automatic increase. There were 4.4 million shares reserved for issuance under the 2002 Plan asof January 1, 2010.Restricted stock awards are granted with a fair value equal to the market price of our common stock on the date of grant, and generally vest in equal annual installmentsover periods up to four years from the date of grant. Stock option awards have an exercise price equal to the fair market value of our common stock on the date of grant,generally vest in equal annual installments over periods up to four years from the date of grant, and have a maximum term of ten years from the date of grant.Under our 2002 Employee Stock Purchase Plan (the “ESPP”), eligible employees may purchase common shares at 85% of the lower of the fair market value of ourcommon stock on either the first or last trading day of each six-month offering period. Each participant is limited to a maximum purchase of $25,000 (as measured by the fairvalue of the stock acquired) per year through payroll deductions. Under the ESPP, we issued 109,800 and 120,300 shares of our common stock during the years endedDecember 31, 2010 and 2009, respectively. Beginning January 1, 2004, and each year until the 2.2 million maximum aggregate number of shares reserved for issuance wasreached on December 31, 2008, shares available for issuance under the ESPP automatically increased by 1% of total outstanding capital stock. The aggregate number ofunissued common shares available for future grants under the 2002 Plan and the ESPP combined was 3.7 million as of December 31, 2010, and 3.8 million as of December 31,2009.102Table of ContentsMOLINA HEALTHCARE, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)The following table illustrates the components of our stock-based compensation expense that are reported in general and administrative expenses in the consolidatedstatements of income:Year Ended December 31,2010 2009 2008Pretax Net-of-Tax Pretax Pretax Pretax Net-of-TaxCharges Amount Charges Charges Charges AmountRestricted stock awards $ 8,007 $ 5,044 $ 5,789 $ 3,589 $ 5,171 $ 3,206Stock options (including expense relating to our ESPP) 1,524 960 1,696 1,052 2,640 1,637Total $ 9,531 $ 6,004 $ 7,485 $ 4,641 $ 7,811 $ 4,843For both restricted stock and stock option awards, the expense is recognized over the vesting period, generally straight-line over four years. As of December 31, 2010,there was $12.5 million of unrecognized compensation cost related to unvested restricted stock awards, which we expect to recognize over a weighted-average period of2.5 years. This unrecognized compensation cost assumes an estimated forfeiture rate of 7.8% as of December 31, 2010. Also as of December 31, 2009, there was $0.2 million ofunrecognized compensation expense related to unvested stock options, which we expect to recognize over a weighted-average period of 0.3 years.The total fair value of restricted shares vested during the years ended December 31, 2010, 2009, and 2008 was $6.4 million, $3.2 million, and $2.5 million, respectively.Unvested restricted stock activity for the year ended December 31, 2010 was as follows:Weighted-Average Grant DateShares Fair ValueUnvested balance as of December 31, 2009 687,630 $ 24.64Granted 554,475 $ 22.95Vested (271,381) $ 25.95Forfeited (134,975) $ 23.26Unvested balance as of December 31, 2010 835,749 $ 23.32The total intrinsic value of stock options exercised during the year ended December 31, 2010 was $0.3 million. No stock options were exercised during the year endedDecember 31, 2009; the total intrinsic value of stock options exercised during the year ended December 31, 2008 was nominal. Stock option activity for the year endedDecember 31, 2010 was as follows:Weighted-Weighted- Average AggregateAverage Remaining IntrinsicNumber Exercise Contractual Valueof Options Price Term (Years) (000s)Outstanding at December 31, 2009 650,739 $ 30.25Exercised (64,662) $ 24.16Forfeited (72,463) $ 33.24Outstanding at December 31, 2010 513,614 $ 30.59 4.9 $ 528Exercisable and expected to vest at December 31, 2010 512,381 $ 30.59 4.9 $ 528Exercisable at December 31, 2010 468,564 $ 30.47 4.7 $ 528103Table of ContentsMOLINA HEALTHCARE, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)http://sec.gov/Archives/edgar/data/1179929/000095012311023069/a58840e10vk.htm[1/6/2012 11:08:51 AM]
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Molina Medicaid SolutionsResponse t
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e10vkTable of ContentsItem 1:Overvi
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e10vkDepartment of Health Services
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e10vkservices, and reputation or na
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e10vkIf our government contracts ar
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e10vkIf our cost increases resultin
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e10vkour board of directors. Becaus
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e10vkFirst Quarter $ 44.94 $ 23.46S
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e10vkTable of ContentsCertain compo
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e10vkNevada 8,037 1,106.45 9,099 1,
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e10vkInvestment IncomeInvestment in
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e10vkand 2007, respectively. EBITDA
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e10vk$2.8 million, or $0.10 per dil
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e10vkREPORT OF INDEPENDENT REGISTER
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e10vk65Table of ContentsMOLINA HEAL
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e10vkDelegated Provider InsolvencyC
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e10vk2007 (see Note 11, “Long-Ter
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e10vk$ 252,380 $ 248,039Gross reali
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e10vkTable of ContentsMOLINA HEALTH
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e10vk$10.9 million, and $7.9 millio
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e10vkIn July 2008, our board of dir
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e10vkThe Registrant has an equity i
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e10vkSIGNATURESPursuant to the requ
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exv12w1EX-12.1 2 a51362exv12w1.htm
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e10vkEX-31.1EX-31.2EX-32.1EX-32.2Ta
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e10vkLeverage operational efficienc
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e10vkhealth plans. Among such facto
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e10vkMissouri and Ohio health plans
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e10vkWe are subject to various rout
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e10vkIt may be difficult for a thir
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e10vkItem 5:PART IIMarket for Regis
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e10vkstates to exclude certain bene
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e10vkMedical care ratio 86.8% 84.8%
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e10vkTable of ContentsMedical care
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e10vkare required to pay a fee for
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e10vkknown. While we believe our cu
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e10vkTable of ContentsMOLINA HEALTH
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e10vkYear Ended December 31,2009 20
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e10vkCalifornia $ 481,717 $ 417,027
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e10vkMOLINA HEALTHCARE, INC.NOTES T
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e10vk2008, we had transitioned fewe
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e10vknot intend to sell, nor is it
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e10vk87Table of ContentsMOLINA HEAL
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e10vkDuring 2009, 2008, and 2007, t
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e10vk$29.17 - $30.05 9,350 5.9 $ 29
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e10vk(1) The Registrant’s condens
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e10vkChanges in Internal Controls:
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e10vkSignature Title Date/s/ Joseph
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exv10w22Commitments exceed the sum
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exv10w22Loan Document. The amendmen
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exv10w22Name:Title:Fifth Amendment
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exv10w22Fifth Amendment to Credit A
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exv10w24Molina ECMS ref# 729 Provid
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exv10w24HSA — Hospital Services A
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exv10w243.2 Member Eligibility Dete
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exv10w245.6 Amendment. Health Plan
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exv10w24HSA — Hospital Services A
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exv10w24License No. StreetNPI (or U
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exv10w24Page 23 of 40ATTACHMENT CPr
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exv10w24• This reimbursement meth
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exv10w24(Rule 53250(e)(4))8. Provid
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exv10w241. Right to Audit. Provider
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exv10w24Treasurer G. William Hammer
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exv10w25unless the situation is one
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exv10w25Plan in identifying, proces
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exv10w25Page 9that the offset and r
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exv10w25under this Agreement.h. Hea
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exv10w25Page 16Date 6/1/06ATTACHMEN
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exv10w25that Provider is de-delegat
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exv10w25the subscriber or Member by
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exv10w25discretion, that Provider h
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exv10w252.5 Annual Disclosure of Ca
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Page 500 and 501: e10vk10-K 1 a58840e10vk.htm FORM 10
Page 502 and 503: e10vkOur StrengthsWe focus on servi
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Page 506 and 507: e10vkat the funding for these healt
Page 508 and 509: e10vk18Table of ContentsAlso, many
Page 510 and 511: e10vkTable of Contentsalleged non-c
Page 512 and 513: e10vk(fair value of $20.4 million).
Page 514 and 515: e10vkTable of ContentsSTOCK PERFORM
Page 516 and 517: e10vkAs of December 31, 2010, our h
Page 519 and 520: e10vkYear Ended December 31,2010 20
Page 521 and 522: e10vkAcquisitionsWisconsin Health P
Page 523 and 524: e10vkspecific performance measures
Page 525 and 526: e10vkoverestimations were tied to o
Page 527 and 528: e10vkIntangible assets, net 105,500
Page 529 and 530: e10vkOur Health Plans segment compr
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Page 533 and 534: e10vkinvestment fund. As of Decembe
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Page 537 and 538: e10vk7. ReceivablesHealth Plans seg
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Page 543 and 544: e10vkstatutory capital and surplus
Page 545 and 546: e10vkCash paid in business purchase
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Page 551 and 552: exv10w27(f) all transferable or ass
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Page 561 and 562: exv10w2710.6 Items Not to be Prorat
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Page 567 and 568: exv10w27MATERIALS THAT PERTAIN TO T
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