Molina Medicaid Solutions - DHHR

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e10vkThe following exhibits, which are furnished with this annual report or incorporated herein by reference, are filed as part of this annual report.The agreements included or incorporated by reference as exhibits to this Annual Report on Form 10-K contain representations and warranties by each of the parties to theapplicable 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 betreated 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 insuch 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 ordates as may be specified in the agreement. The Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible forconsidering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Annual Reporton Form 10-K not misleading.INDEX TO EXHIBITSNumber Description Method of Filing2.1 Asset Purchase Agreement between Molina Healthcare, Inc. and Unisys Filed as Exhibit 2.1. to registrant’s Form 8-K filed January 19, 2010.Corporation dated as of January 18, 20103.1 Certificate of Incorporation Filed as Exhibit 3.2 to registrant’s Registration Statement on Form S-1 filedDecember 30, 2002.3.2 Amended and Restated Bylaws Filed as Exhibit 3.2 to registrant’s Form 8-K filed February 17, 2009.4.1 Indenture dated as of October 11, 2008 Filed as Exhibit 4.1 to registrant’s Form 8-K filed October 5, 2007.4.2 First Supplemental Indenture dated as of October 11, 2008 Filed as Exhibit 4.2 to registrant’s Form 8-K filed October 5, 2007.4.3 Global Form of 3.75% Convertible Senior Note due 2014 Filed as Exhibit 4.3 to registrant’s Form 8-K filed October 5, 2007.10.1 2000 Omnibus Stock and Incentive Plan Filed as Exhibit 10.12 to registrant’s Form S-1 filed December 30, 2002.10.2 2002 Equity Incentive Plan Filed as Exhibit 10.13 to registrant’s Form S-1 filed December 30, 2002.10.3 Form of Stock Option Agreement under 2002 Equity Incentive Plan Filed as Exhibit 10.3 to registrant’s Form 10-K filed March 14, 2007.10.4 2002 Employee Stock Purchase Plan Filed as Exhibit 10.14 to registrant’s Form S-1 filed December 30, 2002.10.5 2005 Molina Deferred Compensation Plan adopted November 6, 2006 Filed as Exhibit 10.4 to registrant’s Form 10-Q filed November 9, 2006.10.6 2005 Incentive Compensation Plan Filed as Appendix A to registrant’s Proxy Statement filed March 28, 2005.10.7 Form of Restricted Stock Award Agreement (Executive Officer) under Molina Filed as Exhibit 10.1 to registrant’s Form 10-Q filed August 9, 2005.Healthcare, Inc. 2002 Equity Incentive Plan10.8 Form of Restricted Stock Award Agreement (Outside Director) under Molina Filed as Exhibit 10.1 to registrant’s Form 10-Q filed August 9, 2005.Healthcare, Inc. 2002 Equity Incentive Plan10.9 Form of Restricted Stock Award Agreement (Employee) under Molina Filed as Exhibit 10.1 to registrant’s Form 10-Q filed August 9, 2005.Healthcare, Inc. 2002 Equity Incentive Plan10.10 Amended and Restated Employment Agreement with J. Mario Molina, M.D.dated as of December 31, 2009Filed as Exhibit 10.1 to registrant’s Form 8-K filed January 7, 2010.Table of ContentsNumber Description Method of Filing10.11 Amended and Restated Employment Agreement with John C. Molina dated as Filed as Exhibit 10.2 to registrant’s Form 8-K filed January 7, 2010.of December 31, 200910.12 Amended and Restated Employment Agreement with Mark L. Andrews dated Filed as Exhibit 10.3 to registrant’s Form 8-K filed January 7, 2010.as of December 31, 2009 (terminated July 29, 2010)10.13 Separation Agreement, General Waiver, and Release of Claims with Mark L. Filed as Exhibit 10.1 to registrant’s Form 8-K filed August 2, 2010.Andrews entered into July 29, 201010.14 Amended and Restated Change in Control Agreement with Terry Bayer, dated Filed as Exhibit 10.4 to registrant’s Form 8-K filed January 7, 2010.as of December 31, 200910.15 Amended and Restated Change in Control Agreement with James W.Filed as Exhibit 10.5 to registrant’s Form 8-K filed January 7, 2010.Howatt, M.D., dated as of December 31, 200910.16 Amended and Restated Change in Control Agreement with Joseph W. White, Filed as Exhibit 10.6 to registrant’s Form 8-K filed January 7, 2010.dated as of December 31, 200910.17 Form of Indemnification Agreement Filed as Exhibit 10.14 to registrant’s Form 10-K filed March 14, 2007.10.18 Amended and Restated Credit Agreement, dated as of March 9, 2005, amongMolina Healthcare, Inc., as the Borrower, certain lenders, and Bank ofAmerica, N.A., as Administrative AgentFiled as Exhibit 10.1 to registrant’s current report on Form 8-K filed March 10,2005.10.19 First Amendment and Waiver to the Amended and Restated Credit Agreement,dated as of October 5, 2005, among Molina Healthcare, Inc., certain lenders,and Bank of America, N.A., as Administrative Agent10.20 Second Amendment and Waiver to the Amended and Restated CreditAgreement, dated as of November 6, 2006, among Molina Healthcare, Inc.,certain lenders, and Bank of America, N.A., as Administrative Agent10.21 Third Amendment and Waiver to the Amended and Restated Credit Agreement,dated as of May 25, 2008, among Molina Healthcare, Inc., certain lenders, andBank of America, N.A., as Administrative Agent10.22 Fourth Amendment and Waiver to the Amended and Restated CreditAgreement, dated as of April 29, 2010, among Molina Healthcare, Inc., certainlenders, and Bank of America, N.A., as Administrative Agent (date to beinserted on Fourth Amendment Effective Date)10.23 Fifth Amendment and Waiver to the Amended and Restated Credit Agreement,dated as of April 29, 2010, among Molina Healthcare, Inc., certain lenders, andBank of America, N.A., as Administrative Agent10.24 Office Lease with Pacific Towers Associates for 200 Oceangate CorporateHeadquarters.10.25 Hospital Services Agreement (fee-for-service) by and between MolinaHealthcare of California, a California corporation, and Pacific Hospital of LongBeachFiled as Exhibit 10.1 to registrant’s current report on Form 8-K filedOctober 13, 2005.Filed as Exhibit 10.1 to registrant’s Form 10-Q filed November 9, 2006.Filed as Exhibit 10.1 to registrant’s Form 8-K filed May 31, 2008.Filed as Exhibit 10.1 to registrant’s Form 8-K filed January 19, 2010.Filed as Exhibit 10.22 to registrant’s Form 10-K filed March 16, 2010.Filed as Exhibit 10.34 to registrant’s Form 10-K filed March 17, 2008.Filed as Exhibit 10.24 to registrant’s Form 10-K filed March 16, 2010.Table of ContentsNumber Description Method of Filing10.26 Hospital Services Agreement (capitation) by and between Molina Healthcare of Filed as Exhibit 10.25 to registrant’s Form 10-K filed March 16, 2010.California, a California corporation, and HealthSmart Pacific, Inc., dba PacificHospital of Long Beach10.27 Purchase Agreement between 200 Oceangate, LLC and Molina Center LLC Filed herewith.dated November 30, 2010 (which terminated effective as of December 30, 2010in accordance with its terms)12.1 Computation of Ratio of Earnings to Fixed Charges Filed herewith.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 Filed herewith.adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2 Certificate of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, asadopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.Filed herewith.http://sec.gov/Archives/edgar/data/1179929/000095012311023069/a58840e10vk.htm[1/6/2012 11:08:51 AM]
exv10w27EX-10.27 2 a58840exv10w27.htm EX-10.27Exhibit 10.27200 & 300 OCEANGATE, LONG BEACH, CALIFORNIAPURCHASE AGREEMENTBETWEEN200 OCEANGATE, LLC, A DELAWARE LIMITED LIABILITY COMPANYANDMOLINA CENTER LLC, A DELAWARE LIMITED LIABILITY COMPANYNOVEMBER 30, 2010TABLE OF CONTENTS1. AGREEMENT OF SALE 12. PURCHASE PRICE 23. NON-REFUNDABLE PAYMENT AND DEPOSIT 24. DOCUMENTS TO BE DELIVERED TO BUYER 35. TITLE 56. ACCESS 77. DUE DILIGENCE PERIOD 98. ACCEPTANCE OF PROPERTY “AS IS” 99. CONDITIONS TO CLOSING 1210. CLOSING 1411. REPRESENTATIONS AND WARRANTIES 2012. RISK OF LOSS; INSURANCE PROCEEDS; CONDEMNATION 2513. ASSIGNMENT 2614. SELLER’S COVENANTS DURING CONTRACT PERIOD 2615. ARBITRATION OF DISPUTES 2816. INDEMNIFICATION 3017. MISCELLANEOUS 3018. NOTICE 30http://sec.gov/Archives/edgar/data/1179929/000095012311023069/a58840exv10w27.htm[1/6/2012 11:09:22 AM]
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Molina Medicaid SolutionsResponse t
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Bridging the Rivers ofChange Togeth
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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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exv10w24EX-10.24 3 a55407exv10w24.h
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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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exv10w25Initials of authorizedrepre
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exv10w25the report is true and corr
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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
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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 541 and 542: e10vkindebtedness under the Credit
Page 543 and 544: e10vkstatutory capital and surplus
Page 545 and 546: e10vkCash paid in business purchase
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