UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 29, 2022 (December 28, 2022 )
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices) (Zip Code)
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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).
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Emerging growth company
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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.
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☐
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ITEM 2.06 MATERIAL IMPAIRMENTS
On December 28, 2022, Molina Healthcare, Inc. (the “Company”) concluded that it will record in the fourth quarter of 2022 an estimated non-cash, pre-tax
impairment charge of approximately $200 million, attributable to leased space. This impairment charge results from the Company’s plan to reduce its real estate footprint to accommodate its move to a permanent remote work environment. This charge will be recorded outside of adjusted net income. “Adjusted net income” is defined in the Company’s third quarter earnings release issued on October 26,
2022 and included as an exhibit to the Form 8-K filed on that same date.
As a result of this plan, the Company expects a significant decrease in its going-forward leased real estate expense.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This Form 8-K includes “forward-looking statements” regarding the dollar amount of the non-cash pre-tax impairment charge to be recorded in the fourth
quarter of 2022 and the extent of the expected decrease in the Company's leased real estate expense. All forward-looking statements are based on the Company’s current expectations that are subject to numerous risks and uncertainties that could
cause actual results to differ materially. These forward-looking statements are not guarantees of future performance and are subject to a number of risks and uncertainties, many of which are difficult to predict and beyond the Company’s control.
The Company’s actual results may differ from its expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. All forward-looking statements in this Form 8-K
represent the Company’s judgment as of the date hereof, and it disclaims any obligation to update any forward-looking statements to conform the statement to changes in its expectations that occur after the date of this Form 8-K.
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Exhibit No.
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Description
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104
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Cover Page information from Molina Healthcare, Inc.’s Current Report on Form 8-K filed on December 29, 2022 formatted in iXBRL (Inline Extensible
Business Reporting Language)
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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.
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MOLINA HEALTHCARE, INC.
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Date:
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December 29, 2022
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By:
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/s/ Jeff D. Barlow
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Jeff D. Barlow
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Chief Legal Officer and Secretary
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