UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
______________

FORM 8-K
______________

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 29, 2013
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MOLINA HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)

Delaware

1-31719

13-4204626

(State of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

______________

200 Oceangate, Suite 100, Long Beach, California 90802

(Address of principal executive offices)

Registrant’s telephone number, including area code: (562) 435-3666


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 7.01.  Regulation FD Disclosure.

On July 29, 2013, the Company announced that its subsidiary, Molina Healthcare of South Carolina, has entered into a definitive agreement with Community Health Solutions of America, Inc. (CHS) to acquire certain assets of CHS relating to its South Carolina Solutions business.  The full text of the press release is included as Exhibit 99.1 to this report.

Note: The information furnished herewith pursuant to Item 7.01 of this current report shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.  Financial Statements and Exhibits.

(d)    Exhibits:

Exhibit

No. Description
 
99.1

Press release of Molina Healthcare, Inc. issued July 29, 2013, regarding the agreement to acquire certain assets of Community Health Solutions of America, Inc.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


MOLINA HEALTHCARE, INC.

 

Date: July 29, 2013 By:

/s/ Jeff D. Barlow

Jeff D. Barlow

Sr. Vice President - General Counsel and

Secretary


EXHIBIT INDEX

Exhibit

No. Description
 
99.1

Press release of Molina Healthcare, Inc. issued July 29, 2013, regarding the agreement to acquire certain assets of Community Health Solutions of America, Inc.

Exhibit 99.1

Molina Healthcare Enters South Carolina by Acquiring Assets from Community Health Solutions

LONG BEACH, Calif.--(BUSINESS WIRE)--July 29, 2013--Molina Healthcare, Inc. (NYSE: MOH) announced today that its wholly owned subsidiary, Molina Healthcare of South Carolina, Inc., has entered into a definitive agreement with Community Health Solutions of America, Inc. (CHS) to acquire certain assets of CHS relating to its South Carolina Solutions (SCS) business.

“We are very excited to participate in South Carolina’s Medicaid managed care program,” said J. Mario Molina, MD, President and Chief Executive Officer of Molina Healthcare. “This transaction positions our South Carolina health plan for growth in advance of the state’s rollout of its new Medicaid managed care program. We look forward to partnering with both the state of South Carolina and the local provider community to continue providing quality patient-focused health care.”

Pursuant to the terms of the agreement, CHS has agreed to transfer to Molina Healthcare the Medical Homes Network (MHN) membership of CHS, except for those members enrolled in the Medically Complex Children’s Waiver component of the MHN program. Such transfer will be contingent on Molina’s successful receipt of an HMO license from the South Carolina Department of Insurance, the award to Molina Healthcare of a full-risk Medicaid managed care contract by the South Carolina Department of Health and Human Services, and the state’s conversion of the MHN program to a full-risk Medicaid managed care program. Each of these three conditions is expected to be satisfied by January 2014.

“We are confident Molina will continue to improve member health outcomes while managing costs for the state of South Carolina,” said Dale Schmidt, Chairman and Chief Executive Officer of CHS. “CHS will continue to serve South Carolina’s most fragile children through the Medically Complex Children’s Waiver program, and we look forward to focusing our efforts on growth opportunities in other states.”

Of the approximately 150,000 Medicaid members currently served by SCS, approximately 136,000 members are enrolled in the State of South Carolina’s Temporary Aid for Needy Families (TANF) and Supplemental Security Income (SSI) programs. Approximately 14,000 members are currently enrolled as voluntary dual eligible members as part of the MHN and are not currently part of the full-risk program in the state.

About Molina Healthcare, Inc.

Molina Healthcare, Inc. (NYSE: MOH), a FORTUNE 500 company, provides quality and cost-effective Medicaid-related solutions to meet the health care needs of low-income families and individuals and to assist state agencies in their administration of the Medicaid program. Our licensed health plans in California, Florida, Michigan, New Mexico, Ohio, Texas, Utah, Washington, and Wisconsin currently serve approximately 1.8 million members, and our subsidiary, Molina Medicaid Solutions, provides business processing and information technology administrative services to Medicaid agencies in Idaho, Louisiana, Maine, New Jersey, and West Virginia, and drug rebate administration services in Florida. More information about Molina Healthcare is available at www.molinahealthcare.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: This press release contains “forward-looking statements” regarding the proposed transaction between South Carolina Solutions and our South Carolina health plan. All of our forward-looking statements are based on our current expectations that are subject to numerous risk factors that could cause actual results to differ materially. Such risk factors include, without limitation: obtaining a HMO license in the State of South Carolina; obtaining and entering into a new managed care contract with the State of South Carolina at rates consistent with our expectations; successfully transitioning and integrating the MHN members into our health plan; building a sufficient provider network in the State of South Carolina; attrition in membership pending the completion of and following the transition; maintaining provider relations; accurately estimating incurred but not reported medical costs with respect to this new population; and the possibility that the transition will not be completed on a timely basis or at all. Additional information regarding the risk factors to which we are subject is provided in greater detail in our periodic reports and filings with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K. These reports can be accessed under the investor relations tab of our company website or on the SEC’s website at www.sec.gov. Given these risks and uncertainties, we can give no assurances that our forward-looking statements will prove to be accurate, or that any other results or events projected or contemplated by our forward-looking statements will in fact occur, and we caution investors not to place undue reliance on these statements. All forward-looking statements in this release represent our judgment as of the date hereof, and we disclaim any obligation to update any forward-looking statements to conform the statement to actual results or changes in our expectations that occur after the date of this release.

CONTACT:
Molina Healthcare, Inc.
Juan José Orellana, 562-435-3666
Investor Relations
or
Sunny Yu, 562-901-1039
Public Relations