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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): December 13, 2019 (December 13, 2019)
 
______________
 
MOLINA HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)

Delaware
001-31719
13-4204626
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
______________
 
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))
 
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.001 Par Value
MOH
New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.
  
☐


Item 7.01
Regulation FD Disclosure.

On December 13, 2019, the Company announced that its Board of Directors had authorized a repurchase program for up to $500 million of the Company’s outstanding common shares. The repurchase program will be funded by existing cash on hand and will extend through December 31, 2021. The full text of the Company’s 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 on Form 8-K 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 dated December 13, 2019.
 

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: December 13, 2019
By:
/s/ Jeff D. Barlow
  
   
Jeff D. Barlow,
  
   
Chief Legal Officer and Secretary
  
       


EXHIBIT INDEX
Exhibit No.
Description
 
 Exhibit 99.1


Molina Healthcare, Inc. Announces $500 Million Common Stock Repurchase Program

LONG BEACH, Calif.--(BUSINESS WIRE)--December 13, 2019--Molina Healthcare, Inc. (NYSE: MOH) (“Molina” or “the Company”) today announced that its Board of Directors has authorized a repurchase program for up to $500 million of the Company’s outstanding common shares. The repurchase program will be funded by existing cash on hand and will extend through December 31, 2021.

The exact timing and amount of any repurchase will be determined by the Company's management, based on market conditions and share price, in addition to other factors, and will be subject to the restrictions relating to volume, price, and timing under applicable law, including Rule 10b-18 under the Securities Exchange Act of 1934.

Thomas Tran, the Company’s Chief Financial Officer, commented, “As a routine part of our long-term capital deployment planning, we thought it prudent to put into place a share repurchase program to maximize our optionality. However, our highest priority for the deployment of capital will continue to relate to growth, including both expansion into new states such as Kentucky and the pursuit of attractive mergers and acquisitions opportunities.”

About Molina Healthcare

Molina Healthcare, Inc., a FORTUNE 500 company, provides managed health care services under the Medicaid and Medicare programs and through the state insurance marketplaces. Through its locally operated health plans, Molina Healthcare served approximately 3.3 million members as of September 30, 2019. For more information about Molina Healthcare, please visit molinahealthcare.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This press release contains forward-looking statements regarding the Company’s $500 Million Common Stock Repurchase Program.  All forward-looking statements are based on our current expectations that are subject to numerous risks and uncertainties that could cause actual results to differ materially.  Such risks and uncertainties include, without limitation, general market conditions and the Company’s share price.  Given these risks and uncertainties, the Company can give no assurances that its forward-looking statements will prove to be accurate. All forward-looking statements in this press release represent Molina’s judgment as of the date hereof, and, except as otherwise required by law, the Company disclaims any obligation to update any forward-looking statements to conform the statement to actual results or changes in its expectations.

Contacts

Investor Contact:
Julie Trudell
Julie.Trudell@molinahealthcare.com
562-912-6720

Media Contact:
Caroline Zubieta
Caroline.Zubieta@molinahealthcare.com
562-951-1588