UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2016~~2017



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-31719

MOLINA HEALTHCARE, INC.

(Exact name of registrant as specified in its charter)



Delaware		13-4204626
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

200 Oceangate, Suite 100 Long Beach, California		90802
(Address of principal executive offices)		(Zip Code)

(562) 435-3666

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, ~~or a~~ smaller reporting company, or an emerging growth company. See the definitions of ~~"large~~“large accelerated filer,~~" "accelerated filer"~~” “accelerated filer,” “smaller reporting company,” and ~~"smaller reporting company"~~“emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	ý	Accelerated filer	¨

Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨
		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.
	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No ý

The number of shares of the issuer’s Common Stock, $0.001 par value, outstanding as of ~~October 21, 2016,~~July 28, 2017, was approximately ~~56,821,000.~~57,118,000.

MOLINA HEALTHCARE, INC.

~~Form~~ FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED June 30, 2017

~~For the Quarterly Period Ended September 30, 2016~~

TABLE OF CONTENTS



	~~Part I - Financial Information~~	Page
~~Item 1.~~	Financial Statements	13
~~Item 2.~~	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3237
~~Item 3.~~	~~Quantitative and Qualitative Disclosures About Market Risk~~	48
~~Item 4.~~	Controls and Procedures	4857

	~~Part II - Other Information~~
~~Item 1.~~	Legal Proceedings	5059
~~Item 1A.~~	Risk Factors	5059
~~Item 2.~~	Unregistered Sales of Equity Securities and Use of Proceeds	5060
~~Item 3.~~	~~Defaults Upon Senior Securities~~	50
~~Item 4.~~	~~Mine Safety Disclosures~~	50
~~Item 5.~~	~~Other Information~~	50
~~Item 6.~~	Exhibits	5061
	Signatures	5162

~~PART I.~~ CROSS-REFERENCE INDEX



ITEM NUMBER		Page

PART I - Financial Information

1.	Financial Statements	3

2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37

3.	Quantitative and Qualitative Disclosures About Market Risk	52

4.	Controls and Procedures	57

Part II - Other Information

1.	Legal Proceedings	59

1A.	Risk Factors	59

2.	Unregistered Sales of Equity Securities and Use of Proceeds	60

3.	Defaults Upon Senior Securities	Not Applicable.

4.	Mine Safety Disclosures	Not Applicable.

5.	Other Information	Not Applicable.

6.	Exhibits	61

	Signatures	62

FINANCIAL ~~INFORMATION~~

~~Item 1.Financial Statements~~STATEMENTS

MOLINA HEALTHCARE, INC.

CONSOLIDATED ~~BALANCE SHEETS~~STATEMENTS OF OPERATIONS

September 30,
2016 December 31,
2015

(Amounts in millions,
except per-share data)
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 2,842
$ 2,329
Investments 1,735
1,801
Receivables 1,053
597
Income taxes refundable —
13
Prepaid expenses and other current assets 169
192
Derivative asset 314
374
Total current assets 6,113
5,306
Property, equipment, and capitalized software, net 450
393
Deferred contract costs 83
81
Intangible assets, net 149
122
Goodwill 619
519
Restricted investments 116
109
Deferred income taxes —
18
Other assets 40
28
$ 7,570
$ 6,576

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Medical claims and benefits payable $ 1,871
$ 1,685
Amounts due government agencies 1,232
729
Accounts payable and accrued liabilities 383
362
Deferred revenue 380
223
Income taxes payable 19
—
Current portion of long-term debt 466
449
Derivative liability 314
374
Total current liabilities 4,665
3,822
Senior notes 971
962
Lease financing obligations 198
198
Deferred income taxes 6
—
Other long-term liabilities 39
37
Total liabilities 5,879
5,019

Stockholders’ equity:
Common stock, $0.001 par value; 150 shares authorized; outstanding: 57 shares at September 30, 2016 and 56 shares at December 31, 2015 —
—
Preferred stock, $0.001 par value; 20 shares authorized, no shares issued and outstanding —
—
Additional paid-in capital 831
803
Accumulated other comprehensive gain (loss) 3
(4 )
Retained earnings 857
758
Total stockholders' equity 1,691
1,557
$ 7,570
$ 6,576

~~See accompanying notes.~~

~~MOLINA HEALTHCARE, INC.~~



	Three Months Ended June 30,					Six Months Ended June 30,
	2017			2016		2017			2016
	(In millions, except per-share data) (Unaudited)
Revenue:
Premium revenue	$	4,740		$	4,029	$	9,388		$	8,024
Service revenue	129			135		260			275
Premium tax revenue	114			109		225			218
Health insurer fee revenue	—			76		—			166
Investment income and other revenue	16			10		30			19
Total revenue	4,999			4,359		9,903			8,702
Operating expenses:
Medical care costs	4,491			3,594		8,602			7,182
Cost of service revenue	124			116		246			243
General and administrative expenses	405			351		844			691
Premium tax expenses	114			109		225			218
Health insurer fee expenses	—			50		—			108
Depreciation and amortization	37			34		76			66
Impairment losses	72			—		72			—
Restructuring and separation costs	43			—		43			—
Total operating expenses	5,286			4,254		10,108			8,508
Operating (loss) income	(287		)	105		(205		)	194
Other expenses (income), net:
Interest expense	27			25		53			50
Other income, net	—			—		(75		)	—
Total other expenses (income), net	27			25		(22		)	50
(Loss) income before income tax (benefit) expense	(314		)	80		(183		)	144
Income tax (benefit) expense	(84		)	47		(30		)	87
Net (loss) income	$	(230	)	$	33	$	(153	)	$	57

Net (loss) income per share:
Basic	$	(4.10	)	$	0.58	$	(2.74	)	$	1.02
Diluted	$	(4.10	)	$	0.58	$	(2.74	)	$	1.01

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

Three Months Ended September 30, Nine Months Ended September 30,
2016 2015 2016 2015

(In millions, except per-share data)
(Unaudited)
Revenue:
Premium revenue $ 4,191
$ 3,377
$ 12,215
$ 9,652
Service revenue 133
47
408
146
Premium tax revenue 127
99
345
289
Health insurer fee revenue 85
81
251
203
Investment income 9
5
25
12
Other revenue 1
2
4
5
Total revenue 4,546
3,611
13,248
10,307
Operating expenses:
Medical care costs 3,748
3,016
10,930
8,581
Cost of service revenue 119
34
362
103
General and administrative expenses 343
287
1,034
830
Premium tax expenses 127
99
345
289
Health insurer fee expenses 55
36
163
117
Depreciation and amortization 36
26
102
76
Total operating expenses 4,428
3,498
12,936
9,996
Operating income 118
113
312
311
Interest expense 26
15
76
45
Income before income tax expense 92
98
236
266
Income tax expense 50
52
137
153
Net income $ 42
$ 46
$ 99
$ 113

Net income per share:
Basic $ 0.77
$ 0.84
$ 1.79
$ 2.21
Diluted $ 0.76
$ 0.77
$ 1.77
$ 2.07



	Three Months Ended June 30,					Six Months Ended June 30,
	2017			2016		2017			2016
	(Amounts in millions) (Unaudited)
Net (loss) income	$	(230	)	$	33	$	(153	)	$	57
Other comprehensive income:
Unrealized investment gain	—			4		1			13
Less: effect of income taxes	—			2		—			5
Other comprehensive income, net of tax	—			2		1			8
Comprehensive (loss) income	$	(230	)	$	35	$	(152	)	$	65

See accompanying notes.

MOLINA HEALTHCARE, INC.

CONSOLIDATED ~~STATEMENTS OF COMPREHENSIVE INCOME~~BALANCE SHEETS



	June 30, 2017			December 31, 2016
	(Amounts in millions, except per-share data)
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	2,979		$	2,819
Investments	2,192			1,758
Restricted investments	325			—
Receivables	1,006			974
Income taxes refundable	68			39
Prepaid expenses and other current assets	159			131
Derivative asset	440			267
Total current assets	7,169			5,988
Property, equipment, and capitalized software, net	449			454
Deferred contract costs	93			86
Intangible assets, net	112			140
Goodwill	559			620
Restricted investments	118			110
Deferred income taxes	36			10
Other assets	47			41
	$	8,583		$	7,449

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Medical claims and benefits payable	$	2,077		$	1,929
Amounts due government agencies	1,844			1,202
Accounts payable and accrued liabilities	375			385
Deferred revenue	284			315
Current portion of long-term debt	773			472
Derivative liability	440			267
Total current liabilities	5,793			4,570
Senior notes	1,017			975
Lease financing obligations	198			198
Deferred income taxes	—			15
Other long-term liabilities	54			42
Total liabilities	7,062			5,800

Stockholders’ equity:
Common stock, $0.001 par value; 150 shares authorized; outstanding: 57 shares at June 30, 2017 and at December 31, 2016	—			—
Preferred stock, $0.001 par value; 20 shares authorized, no shares issued and outstanding	—			—
Additional paid-in capital	865			841
Accumulated other comprehensive loss	(1		)	(2		)
Retained earnings	657			810
Total stockholders’ equity	1,521			1,649
	$	8,583		$	7,449

Three Months Ended September 30, Nine Months Ended September 30,
2016 2015 2016 2015

(Amounts in millions)
(Unaudited)
Net income $ 42
$ 46
$ 99
$ 113
Other comprehensive (loss) income:
Unrealized investment (loss) gain (3 ) 2
10
1
Less: effect of income taxes (2 ) —
3
—
Other comprehensive (loss) income, net of tax (1 ) 2
7
1
Comprehensive income $ 41
$ 48
$ 106
$ 114

See accompanying notes.

MOLINA HEALTHCARE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Nine Months Ended September 30,						Six Months Ended June 30,
	2016			2015			2017			2016
	(Amounts in millions) (Unaudited)						(Amounts in millions) (Unaudited)
Operating activities:
Net income	$	99		$	113
Adjustments to reconcile net income to net cash provided by operating activities:
Net (loss) income							$	(153	)	$	57
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	135			93			96			89
Impairment losses							72			—
Deferred income taxes	20			(12		)	(41		)	39
Share-based compensation	24			16
Share-based compensation, including accelerated share-based compensation							35			16
Amortization of convertible senior notes and lease financing obligations	23			22			16			15
Other, net	14			13			7			11
Changes in operating assets and liabilities:
Receivables	(427		)	(23		)	(32		)	(415		)
Prepaid expenses and other assets	(116		)	(63		)	(38		)	(143		)
Medical claims and benefits payable	168			359			148			82
Amounts due government agencies	503			453			642			509
Accounts payable and accrued liabilities	1			34			(18		)	147
Deferred revenue	157			(129		)	(32		)	(119		)
Income taxes	32			30			(30		)	(10		)
Net cash provided by operating activities	633			906			672			278
Investing activities:
Purchases of investments	(1,444		)	(1,311		)	(1,636		)	(974		)
Proceeds from sales and maturities of investments	1,512			863			874			812
Purchases of property, equipment and capitalized software	(143		)	(101		)	(60		)	(102		)
Change in restricted investments	4			(5		)
(Increase) decrease in restricted investments held-to-maturity							(10		)	5
Net cash paid in business combinations	(48		)	(77		)	—			(8		)
Other, net	(12		)	(34		)	(13		)	(6		)
Net cash used in investing activities	(131		)	(665		)	(845		)	(273		)
Financing activities:
Proceeds from common stock offering, net of issuance costs	—			373
Proceeds from senior notes offering, net of issuance costs							325			—
Proceeds from employee stock plans	10			8			11			10
Other, net	1			3			(3		)	1
Net cash provided by financing activities	11			384			333			11
Net increase in cash and cash equivalents	513			625			160			16
Cash and cash equivalents at beginning of period	2,329			1,539			2,819			2,329
Cash and cash equivalents at end of period	$	2,842		$	2,164		$	2,979		$	2,345

MOLINA HEALTHCARE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(continued)


	Nine Months Ended September 30,						Six Months Ended June 30,
	2016			2015			2017			2016
	(Amounts in millions) (Unaudited)						(Amounts in millions) (Unaudited)
Supplemental cash flow information:

Schedule of non-cash investing and financing activities:
Common stock used for share-based compensation	$	(8	)	$	(9	)	$	(21	)	$	(7	)

Details of change in fair value of derivatives, net:
(Loss) gain on 1.125% Call Option	$	(60	)	$	161
Gain (loss) on 1.125% Conversion Option	60			(161		)
Gain (loss) on 1.125% Call Option							$	173		$	(148	)
(Loss) gain on 1.125% Conversion Option							(173		)	148
Change in fair value of derivatives, net	$	—		$	—		$	—		$	—

Details of business combinations:
Fair value of assets acquired	$	(186	)	$	(69	)	$	—		$	(131	)
Fair value of liabilities assumed	28			—
Purchase price amounts accrued/received (paid)	8			(8		)
Purchase price amounts accrued/received							—			21
Reversal of amounts advanced to sellers in prior year	102			—			—			102
Net cash paid in business combinations	$	(48	)	$	(77	)	$	—		$	(8	)

See accompanying notes.

~~MOLINA HEALTHCARE, INC.~~

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~(Unaudited)~~ (UNAUDITED)

~~September~~June 30, ~~2016~~2017

1. Basis of Presentation

Organization and Operations

Molina Healthcare, Inc. provides quality managed health care to people receiving government assistance. We offer cost-effective Medicaid-related solutions to meet the health care needs of low-income families and individuals, and to assist government agencies in their administration of the Medicaid program. We have three reportable segments. These segments ~~include~~consist of our Health Plans segment, which ~~comprises~~constitutes the vast majority of our operations; our Molina Medicaid Solutions segment; and our Other segment, which includes our behavioral health and social services subsidiary, Pathways. As of December 31, 2015, we changed our reporting structure as a result of the Pathways acquisition in November 2015. All prior periods reported conform to this presentation.segment.

The Health Plans segment consists of health plans operating in 12 states and the Commonwealth of Puerto Rico, and includes our direct delivery business. As of ~~September~~June 30, ~~2016~~,2017, these health plans served ~~4.2~~ approximately 4.7 million members eligible for Medicaid, Medicare, and other government-sponsored health care programs for low-income families and individuals. This membership includes ~~Health Insurance~~Affordable Care Act Marketplace (Marketplace) members, most of whom receive government premium subsidies. The health plans are operated by our respective wholly owned subsidiaries in those states, each of which is licensed as a health maintenance organization (HMO). Our direct delivery business consists primarily of the operation of primary care clinics in several states in which we operate.

Our health plans’ state Medicaid contracts generally have terms of three to four years. These contracts typically contain renewal options exercisable by the state Medicaid agency, and allow either the state or the health plan to terminate the contract with or without cause. Our health plan subsidiaries have generally been successful in retaining their contracts, but such contracts are subject to risk of loss when a state issues a new request for proposal (RFP) open to competitive bidding by other health plans. If one of our health plans is not a successful responsive bidder to a state RFP, its contract may be subject to non-renewal.

In addition to contract renewal, our state Medicaid contracts may be periodically amended to include or exclude certain health benefits (such as pharmacy services, behavioral health services, or long-term care services); populations such as the aged, blind or disabled (ABD); and regions or service areas.

The Molina Medicaid Solutions segment provides support to state government agencies in the administration of their Medicaid programs, including business processing, information technology development and administrative services. Molina Medicaid Solutions is under contract with the Medicaid agencies in Idaho, Louisiana, Maine, New Jersey, West Virginia, and the U.S. Virgin Islands, and drug rebate administration services in Florida.

The Other segment includes ~~businesses, such as~~primarily our Pathways behavioral health and social services provider, ~~which do not meet the quantitative thresholds for a reportable segment as defined by U.S. generally accepted accounting principles (GAAP), as well as~~and corporate amounts not allocated to other reportable segments.

~~Market Updates -~~Restructuring Plan

We recorded $43 million in restructuring and separation costs in the second quarter of 2017 related primarily to contractually required termination benefits paid to our former chief executive officer (CEO) and chief financial officer (CFO). Also included in these costs are consulting fees incurred for the development and implementation of our corporate restructuring initiatives. See Note 11, “Restructuring and Separation Costs.”

Recent Developments — Health Plans Segment

~~Proposed acquisition.~~Direct Delivery. On August 2, 2017, we announced plans to restructure our direct delivery operations.

Mississippi Health Plan. In June 2017, Molina Healthcare of Mississippi, Inc. was awarded a Medicaid Coordinated Care Contract for the statewide administration of the Mississippi Coordinated Access Network (MississippiCAN). The contract begins July 1, 2017, for three years with options to renew annually for up to two additional years. The operational start date for the program is currently scheduled for July 1, 2018, pending the completion of a readiness review.

Washington Health Plan. In May 2017, Molina Healthcare of Washington, Inc. was selected by the Washington State Health Care Authority to negotiate and enter into managed care contracts for the North Central region of the state’s Apple Health Integrated Managed Care Program. The start date for the new contract is scheduled for January 1, 2018.

Terminated Medicare Acquisition. In August 2016, we entered into ~~substantially identical~~ agreements with each of Aetna Inc. and Humana Inc. to acquire certain ofassets related to their Medicare Advantage ~~membership and other assets related~~business. The transaction was subject to ~~such Medicare Advantage business (the Medicare Acquisition) for cash. The Medicare Acquisition is related to Aetna Inc.'s~~closing conditions including the completion of the proposed acquisition of Humana ~~Inc.~~by Aetna (the Aetna-Humana Merger). ~~We expect~~In January 2017, the ~~Medicare Acquisition to close in 2017 subject to~~U.S. District Court for the ~~following:~~

~~Completion~~District of Columbia granted the ~~Aetna-Humana Merger;~~

~~Resolution, in a manner permitting the Medicare Acquisition, of the pending litigation brought~~request for relief made by the ~~United States~~U.S. Department of Justice ~~challenging~~in its civil antitrust lawsuit against Aetna and Humana, to prohibit the Aetna-Humana ~~Merger;~~

~~Approval~~Merger. In February 2017, our agreements with each of Aetna and Humana were terminated by the ~~federal Centers for Medicare & Medicaid Services (CMS)~~parties pursuant to the terms of the ~~novation to us~~agreements. Under the termination agreements, we received an aggregate termination fee of ~~each~~$75 million from Aetna and Humana in the first quarter of ~~the contracts to be divested under the Medicare Acquisition; and~~

~~Customary closing conditions, including approvals of state departments of insurance and other regulators.~~

~~Completed acquisitions.~~ ~~For all of the following transactions, see Note 4, "Business Combinations," for further information.~~

~~Illinois.~~ On January 1, 2016, our Illinois health plan closed on its acquisitions of the Medicaid membership, and certain assets related to the Medicaid business of, Accountable Care Chicago, LLC, also known as MyCare Chicago, and Loyola Physician Partners, LLC.

~~On March 1, 2016, our Illinois health plan closed on its acquisition of the Medicaid membership, and certain assets related to the Medicaid business, of Better Health Network, LLC.~~

~~Michigan.~~ ~~On January 1, 2016, our Michigan health plan closed on its acquisition of the Medicaid and MIChild membership, and certain Medicaid and MIChild assets, of HAP Midwest Health Plan, Inc.~~2017, which is reported in “Other income, net.”

New ~~York.~~ York Health Plan.On In August 1, 2016, we closed on our acquisition ~~to acquire all~~of the outstanding equity interests of ~~Today's~~Today’s Options of New York, Inc., which now operates as Molina Healthcare of New York, Inc. The purchase price allocation was completed, and the ~~Total Care Medicaid plan.~~final purchase price adjustments were recorded, in the first quarter of 2017. Such adjustments were insignificant, and the final purchase price was $38 million.

Recent Developments — Other Segment

~~Washington.~~Pathways subsidiary. ~~On January 1, 2016,~~In the second quarter of 2017, we recorded non-cash goodwill and intangible assets impairment losses of $72 million, related primarily to our ~~Washington health plan closed on its acquisition of the Medicaid contracts, and certain assets related to the operation of the Medicaid business, of Columbia United Providers, Inc.~~Pathways subsidiary. See Note 10, “Impairment Losses.”

Consolidation and Interim Financial Information

The consolidated financial statements include the accounts of Molina Healthcare, Inc., its subsidiaries, and variable interest entities (VIEs) in which Molina Healthcare, Inc. is considered to be the primary beneficiary. Such VIEs are insignificant to our consolidated financial position and results of operations. In the opinion of management, all adjustments considered necessary for a fair presentation of the results as of the date and for the interim periods presented have been included; such adjustments consist of normal recurring adjustments. All significant intercompany balances and transactions have been eliminated. The consolidated results of operations for the current interim period are not necessarily indicative of the results for the entire year ending December 31, ~~2016.~~2017.

The unaudited consolidated interim financial statements have been prepared under the assumption that users of the interim financial data have either read or have access to our audited consolidated financial statements for the fiscal year ended December 31, ~~2015.~~2016. Accordingly, certain disclosures that would substantially duplicate the disclosures contained in the December 31, ~~2015~~2016 audited consolidated financial statements have been omitted. These unaudited consolidated interim financial statements should be read in conjunction with our December 31, ~~2015~~2016 audited consolidated financial statements.

2.Significant Accounting Policies

Certain of our significant accounting policies are discussed within the note to which they specifically relate.

Revenue Recognition – Health Plans Segment

Premium revenue is fixed in advance of the periods covered and, except as described below, is not generally subject to significant accounting estimates. Premium revenues are recognized in the month that members are entitled to receive health care services, and premiums collected in advance are deferred. Certain components of premium revenue are subject to accounting estimates and fall into ~~the following categories:~~two broad categories discussed in further detail below: 1) “Contractual Provisions That May Adjust or Limit Revenue or Profit;” and 2) “Quality Incentives.”

Contractual Provisions That May Adjust or Limit Revenue or Profit

Medicaid

Medical Cost Floors (Minimums), and Medical Cost ~~Corridors, and Administrative Cost Ceilings (Maximums):~~Corridors: A portion of our premium revenue may be returned if certain minimum amounts are not spent on defined medical care costs. In the aggregate, we recorded a liability under the terms of such contract provisions of ~~$323~~$136 million and ~~$214~~$272 million at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively, to ~~amounts~~“Amounts due government agencies.” Approximately ~~$298~~$114 million and ~~$208~~$244 million of the liability accrued at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively, relates to our participation in Medicaid Expansion programs.

In certain circumstances, ~~the~~our health plans may receive additional premiums if amounts spent on medical care costs exceed a defined maximum threshold. ~~We recorded receivables of $1 million and $3 million~~Receivables relating to such provisions were insignificant at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015, respectively, relating to such provisions.~~2016.

Profit Sharing and Profit Ceiling: Our contracts with certain states contain profit-sharing or profit ceiling provisions under which we refund amounts to the states if our health plans generate profit above a certain specified percentage. In some cases, we are limited in the amount of administrative costs that we may deduct in calculating the refund, if any. ~~Under these provisions, we recorded a liability of $9 million and $10 million at September 30, 2016 and December 31, 2015, respectively,~~Liabilities for ~~profit~~profits in excess of the amount we are allowed to ~~retain.~~retain under these provisions were insignificant at June 30, 2017 and December 31, 2016.

Retroactive Premium Adjustments: ~~The state~~State Medicaid programs periodically adjust premium rates on a retroactive basis. In these cases, we must adjust our premium revenue in the period in which we learn of the adjustment, rather than in the months of service to which the retroactive adjustment applies. ~~In the first quarter of 2016, our Florida health plan recorded a retroactive increase to Medicaid premium revenue of approximately $18 million relating to dates of service prior to 2016.~~

~~Cost Plus Retroactive Premium Adjustments:~~ In New Mexico, when members are retroactively enrolled into our health plan, we earn revenue only to the extent of the actual medical costs incurred by us for services provided during those retroactive periods, plus a small percentage of that medical cost for administration and profit. This arrangement first became effective July 1, 2014 (retroactive to January 1, 2014). We are paid normal monthly capitation rates for the retroactive eligibility periods, and the difference between those capitation rates and the amounts due to us on a cost plus basis are periodically settled with the state. To date, no such settlement has been made. During the years ended December 31, 2014 and 2015, our New Mexico contract was not specific as to the definition of retroactive membership, and the amount we owe the state (or that the state owes us) for the difference between capitation received and amounts due to us under the cost plus arrangement during those periods varies widely depending upon the definition of retroactive membership. Although we believe that the amount we have recorded as a

~~liability for this matter is consistent with the state’s expectations, we cannot be certain that the state will not seek to recover an amount in excess of our recorded liability.~~

Medicare

Risk Adjustment: Our Medicare premiums are subject to retroactive increase or decrease based on the health status of our Medicare members ~~(as measured by~~(measured as a member risk score). We estimate our ~~members'~~members’ risk scores and the related amount of Medicare revenue that will ultimately be realized for the periods presented based on our knowledge of our members’ health status, risk scores and ~~CMS~~Centers for Medicare & Medicaid Services (CMS) practices. ~~Based on our estimates, we have recorded a net payable of $17 million and $4 million for~~Consolidated balance sheet amounts related to anticipated Medicare risk adjustment premiums and Medicare Part D settlements were insignificant at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015, respectively.~~2016.

Minimum MLR: Additionally, federal regulations have established a minimum annual medical loss ratio (Minimum MLR) of 85% for Medicare. The medical loss ratio represents medical costs as a percentage of premium revenue. Federal regulations define what constitutes medical costs and premium revenue. If the Minimum MLR is not met, we may be required to pay rebates to the federal government. We recognize estimated rebates under the Minimum MLR as an adjustment to premium revenue in our consolidated statements of operations.

Marketplace

Premium Stabilization Programs: The Affordable Care Act (ACA) established Marketplace premium stabilization programs effective January 1, 2014. These programs, commonly referred to as the ~~"3R's,"~~“3R’s,” include a permanent risk adjustment program, a transitional reinsurance program, and a temporary risk corridor program. We record receivables or payables related to the 3R programs and the ~~minimum annual medical loss ratio (Minimum MLR)~~Minimum MLR when the amounts are reasonably estimable as described below, and, for receivables, when collection is reasonably assured. Our receivables (payables) for each of these programs, as of the dates indicated, were as follows:


													June 30, 2017									December 31, 2016
	September 30, 2016									December 31, 2015			Current Benefit Year			Prior Benefit Years			Total
	Current Benefit Year			Prior Benefit Years			Total
	(In millions)												(In millions)
Risk adjustment	$	(372	)	$	2		$	(370	)	$	(214	)	$	(502	)	$	(546	)	$	(1,048	)	$	(522	)
Reinsurance	62			4			66			36			—			57			57			55
Risk corridor	(4		)	(1		)	(5		)	(10		)	—			(1		)	(1		)	(1		)
Minimum MLR	(11		)	(4		)	(15		)	(3		)	(3		)	(2		)	(5		)	(1		)

Risk adjustment: Under this permanent program, our health ~~plans'~~plans’ composite risk scores are compared with the overall average risk score for the relevant state and market pool. Generally, our health plans will make a risk transfer payment into the pool if their composite risk scores are below the average risk score, and will receive a risk transfer payment from the pool if their composite risk scores are above the average risk score. We estimate our ultimate premium based on insurance policy year-to-date experience, and recognize estimated premiums relating to the risk adjustment program as an adjustment to premium revenue in our consolidated statements of ~~income. On June 30, 2016, CMS released the final update on risk transfer and reinsurance payments for the 2015 benefit year, and we adjusted our accruals accordingly.~~operations.

Reinsurance: This program iswas designed to provide reimbursement to insurers for high cost ~~members. Our health plans pay an annual contribution on a per-member basis,~~members and ~~are eligible for recoveries if claims for individual members exceed a specified threshold, up to a maximum amount. This three-year program will end on~~ended December 31, ~~2016. We recognize~~2016; we expect to settle the ~~assessments to fund the transitional reinsurance program as a reduction to premium revenue~~outstanding receivable balance in ~~our consolidated statements of income. We recognize recoveries under the reinsurance program as a reduction to medical care costs in our consolidated statements of income.~~2017.

Risk corridor: This program iswas intended to limit gains and losses of insurers by comparing allowable costs to a target amount as defined by ~~CMS. Variances from the target amount exceeding certain thresholds may result in amounts due to or receivables due from CMS. This three-year program will end on~~CMS, and ended December 31, ~~2016. Due~~2016; we expect to ~~uncertainties as to~~settle the amount of federal funding available to support the risk corridor program, we do not recognize amounts receivable under this program. Our estimate of the unrecorded receivable for the Marketplace risk corridor amounted to approximately $80 million as of September 30, 2016. Of this total amount, $52 million relates to the 2015 benefit year and $28 million relates to the nine months ended September 30, 2016. All liabilities are recognized as incurred. We estimate our ultimate premium based on insurance policy year-to-date experience, and recognize estimated premiums relating to the risk corridor program as an adjustment to premium revenueoutstanding payable balance in ~~our consolidated statements of income.~~2017.

Additionally, the ACA established a Minimum MLR of 80% for the Marketplace. The medical loss ratio represents medical costs as a percentage of premium revenue. ~~What~~Federal regulations define what constitutes medical costs and premium ~~revenue are specifically defined by federal regulations.~~revenue. If the Minimum MLR is not met, we may be required to pay rebates to our Marketplace policyholders. Each of the 3R programs is taken into consideration when computing the Minimum MLR. We

recognize estimated rebates under the Minimum MLR as an adjustment to premium revenue in our consolidated statements of ~~income.~~operations.

Quality Incentives

At several of our health plans, revenue ranging from approximately 1% to 3% of certain health plan premiums is earned only if certain performance measures are met.

During the second quarter of 2016, we were informed by the Texas Department of Health and Human Services that it will not recoup any quality revenue for calendar years 2014, 2015, and 2016. Therefore, we recognized previously deferred quality revenue amounting to approximately $51 million in the second quarter of 2016. Of the $51 million total adjustment, $44 million related to 2015 and 2014 dates of service, and $7 million related to the first quarter of 2016.

The following table quantifies the quality incentive premium revenue recognized for the periods presented, including the amounts earned in the periods presented and prior periods. Although the reasonably possible effects of a change in estimate related to quality incentive premium revenue as of ~~September~~June 30, ~~2016~~2017 are not known, we have no reason to believe that the adjustments to prior ~~periods~~years noted below are not indicative of the potential future changes in our estimates as of ~~September~~June 30, ~~2016, other than the Texas quality revenue recognized in the second quarter of 2016 described above.~~2017.


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015			2017			2016			2017			2016
	(In millions)												(Dollars in millions)
Maximum available quality incentive premium - current period	$	33		$	28		$	114		$	86		$	39		$	41		$	77		$	81
Amount of quality incentive premium revenue recognized in current period:
Quality incentive premium revenue recognized in current period:
Earned current period	$	26		$	17		$	80		$	38		$	29		$	36		$	48		$	54
Earned prior periods	—			—			54			11			1			49			6			54
Total	$	26		$	17		$	134		49			$	30		$	85		$	54		108

Quality incentive premium revenue recognized as a percentage of total premium revenue	0.6		%	0.5		%	1.1		%	0.5		%	0.6		%	2.1		%	0.6		%	1.3		%

Income Taxes

The provision for income taxes is determined using an estimated annual effective tax rate, which is generally ~~greater than~~differs from the U.S. federal statutory rate primarily because of state taxes, nondeductible expenses such as the Health Insurer Fee (HIF), goodwill impairment, certain compensation, and other general and administrative expenses. The effective tax rate was not impacted by HIF in 2017 given the 2017 HIF moratorium.

The effective tax rate may be subject to fluctuations during the year, particularly as a result of the level of pretax earnings, and also as new information is obtained. Such information may affect the assumptions used to estimate the annual effective tax rate, including factors such as the mix of pretax earnings in the various tax jurisdictions in which we operate, valuation allowances against deferred tax assets, the recognition or the reversal of the recognition of tax benefits related to uncertain tax positions, and changes in or the interpretation of tax laws in jurisdictions where we conduct business. For example, in the third quarter of 2016 we entered into an agreement with the seller in the Pathways acquisition to change the allocation of the purchase price across certain legal entities, allowing us to recognize a $4 million tax benefit. We recognize deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities, along with net operating loss and tax credit carryovers.

Premium Deficiency Reserves on Loss Contracts

We assess the profitability of our medical care policies to identify groups of contracts where current operating results or forecasts indicate probable future losses. If anticipated future variable costs exceed anticipated future premiums and investment income, a premium deficiency reserve is recognized. We recorded a premium deficiency reserve to “Medical claims and benefits payable” on our accompanying consolidated balance sheets relating to our Marketplace program of $30 million as of December 31, 2016, which increased to $100 million as of June 30, 2017.

Recent Accounting Pronouncements

~~Statement of Cash Flows.~~Goodwill Impairment. In ~~August 2016,~~January 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) ~~No. 2016-15,~~2017-04, ~~Classification of Certain Cash Receipts and Cash Payments~~Simplifying the Test for Goodwill Impairment, which ~~amends Accounting Standards Codification (ASC) 230~~eliminates the requirement to ~~add or clarify~~calculate the implied fair value of goodwill to measure a goodwill impairment loss. Instead, an impairment loss is measured as the excess of the carrying amount of the reporting unit, including goodwill, over the fair value of the reporting unit. ASU 2017-04 is effective beginning January 1, 2020; we have early adopted ASU 2017-04 as of June 30, 2017, in connection with the assessment of our Pathways subsidiary. See further discussion at Note 10, “Impairment Losses.”

Restricted Cash. In November 2016, the FASB issued ASU 2016-18, Restricted Cash, which will require us to include in our consolidated statements of cash flows the balances of cash, cash equivalents, restricted cash and

restricted cash equivalents. When these items are presented in more than one line item on the balance sheet, the new guidance ~~on eight classification issues related to~~requires a reconciliation of the totals in the statement of cash flows ~~such as debt prepayment or debt extinguishment costs,~~to the related captions in the balance sheet. Transfers between cash and ~~contingent consideration payments made after a business combination.~~cash equivalents and restricted cash and restricted cash equivalents will no longer be presented in the statement of cash flows. ASU ~~2016-15~~2016-18 is effective ~~for fiscal periods~~ beginning after December 15, 2017 and must be adopted using a retrospective transition method to each period presented but may be applied prospectively if retrospective application would be impracticable. Early adoption is permitted, including adoption in an interim period. We are evaluating the potential effects of the adoption to our financial statements.

~~Revenue Recognition.~~ ~~In May 2016, the FASB issued ASU 2016-12,~~ ~~Revenue from Contracts with Customers (Topic 606).~~ The amendments, which address transition, collectibility, non-cash consideration and the presentation of sales and other similar taxes, do not change the core principles of ASU 2014-09, but rather address implementation issues and are intended to result in

~~more consistent application. We intend to adopt this standard on~~ January 1, ~~2018. We are evaluating the potential effects of the adoption to our financial statements.~~

~~In April 2016, the FASB issued ASU 2016-10,~~ ~~Identifying Performance Obligations and Licensing, which amends certain aspects of ASC 606,~~ ~~Revenue from Contracts with Customers~~. ASU 2016-10 amends step two of the new revenue standard’s five-step model to include guidance on immaterial promised goods or services, shipping and handling activities and identifying when promises represent performance obligations. ASU 2016-10 also provides guidance related to licensing such as, but not limited to, sales-based and usage-based royalties and renewals of licenses that provide a right to use intellectual property. We intend to adopt this standard on January 1, 2018. We are evaluating the potential effects of the adoption to our financial statements.

~~In March 2016, the FASB issued ASU 2016-08,~~ ~~Revenue from Contracts with Customers - Principal vs. Agent Considerations~~, which amends the principal–versus–agent implementation guidance in ASC 606. ASU 2016-08 clarifies that an entity should evaluate whether it is the principal or agent for each specified good or service promised in a contract with a customer as defined in ASC 606. The entity must first identify each specified good or service to be provided to the customer and then assess whether it controls each specified good or service. The ASU also removed two of the five indicators used in evaluating control under the old guidance and reframes the remaining three indicators. We intend to adopt this standard on January 1, 2018. We are evaluating the potential effects of the adoption to our financial statements.

~~Credit Losses.~~ ~~In June 2016, the FASB issued ASU 2016-13,~~ ~~Measurement of Credit Losses on Financial Instruments~~, which changes how companies measure credit losses on most financial instruments measured at amortized cost, such as loans, receivables and held-to-maturity debt securities. Rather than generally recognizing credit losses when it is probable that the loss has been incurred, the revised guidance requires companies to recognize an allowance for credit losses for the difference between the amortized cost basis of a financial instrument and the amount of amortized cost that the company expects to collect over the instrument's contractual life. ASU 2016-13 is effective for fiscal periods beginning after December 15, 2019 and must be adopted as a cumulative effect adjustment to retained earnings. Early2018; early adoption is permitted. We intend to early adopt ASU 2016-18 as of December 31, 2017, and are currently evaluating the ~~potential effects of the adoption~~effect to our ~~financial statements.~~consolidated statements of cash flows.

Stock Compensation. In March 2016, the FASB issued ASU 2016-09,~~Compensation-Stock Compensation~~ Improvements to Employee Share-Based Payment Accounting, which amends ASC Topic 718, Compensation – Stock Compensation. ASU 2016-09 simplifies several aspects of accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, statutory tax and classification in the statement of cash flows. We adopted ASU 2016-09 ~~is effective for fiscal periods beginning after December 15, 2016 and must be adopted using~~in the ~~modified retrospective approach except for classification~~first quarter of 2017; such adoption did not significantly impact our consolidated financial statements. In addition, the prior period presentation in the statement of cash flows ~~which~~was not adjusted because such adjustments were insignificant.

Leases. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), as modified by ASU 2017-03, Transition and Open Effective Date Information. Under ASU 2016-02, an entity will be required to recognize assets and liabilities for the rights and obligations created by leases on the entity’s balance sheet for both finance and operating leases. For leases with a term of 12 months or less, an entity can elect to not recognize lease assets and lease liabilities and expense the lease over a straight-line basis for the term of the lease. ASU 2016-02 will require new disclosures that depict the amount, timing, and uncertainty of cash flows pertaining to an entity’s leases. ASU 2016-02 is effective for us beginning January 1, 2019, and must be adopted using ~~either the prospective or~~a modified retrospective ~~approach.~~approach for annual and interim periods beginning after December 15, 2018. Early adoption is permitted. WeUnder this guidance, we will record assets and liabilities relating primarily to our long-term office leases, and are currently evaluating the ~~potential effects of the adoption~~effect to our consolidated financial statements.

Revenue Recognition. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). We intend to adopt this standard and the related modifications on January 1, 2018, using the modified retrospective approach. Under this approach, the cumulative effect of initially applying the guidance will be reflected as an adjustment to beginning retained earnings.

We have determined that the insurance contracts of our Health Plans segment, which comprises the majority of our operations, are excluded from the scope of ASU 2014-09 because the recognition of revenue under these contracts is dictated by other accounting standards governing insurance contracts.

For our Molina Medicaid Solutions segment, we have determined that certain service revenue and cost of service revenue will no longer be deferred and recognized over the service delivery period. Rather, service revenue will be recognized based on the expected cost plus gross margin method, and cost of service revenue will be recognized as incurred. As of June 30, 2017, we expect the cumulative adjustment for historical periods through June 30, 2017 to increase retained earnings by no more than $50 million. This estimate will be updated in each quarterly and annual report until adoption. We expect the cumulative adjustment, if any, relating to our Other segment to be insignificant.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the Securities and Exchange Commission (SEC) did not have, or are not believed by management to have, a ~~material~~significant impact on our present or future consolidated financial statements.

3. Net (Loss) Income per Share

The following table sets forth the calculation of basic and diluted net (loss) income per share:

Three Months Ended September 30, Nine Months Ended September 30,
2016 2015 2016 2015
(In millions, except net income per share)
Numerator:
Net income $ 42
$ 46
$ 99
$ 113
Denominator:
Shares outstanding at the beginning of the period 56
55
55
49
Weighted-average number of shares:
Issued in common stock offering —
—
—
2
Denominator for basic net income per share 56
55
55
51
Effect of dilutive securities:
Share-based compensation —
—
—
1
Convertible senior notes (1) —
1
—
1
1.125% Warrants (1) —
4
1
2
Denominator for diluted net income per share 56
60
56
55

Net income per share (2):
Basic $ 0.77
$ 0.84
$ 1.79
$ 2.21
Diluted $ 0.76
$ 0.77
$ 1.77
$ 2.07



	Three Months Ended June 30,					Six Months Ended June 30,
	2017			2016		2017			2016
	(In millions, except net income per share)
Numerator:
Net (loss) income	$	(230	)	$	33	$	(153	)	$	57
Denominator:
Denominator for basic net (loss) income per share	56			55		56			55
Effect of dilutive securities:
1.125% Warrants ⁽¹⁾	—			—		—			1
Denominator for diluted net (loss) income per share	56			55		56			56

Net (loss) income per share: ⁽²⁾
Basic	$	(4.10	)	$	0.58	$	(2.74	)	$	1.02
Diluted	$	(4.10	)	$	0.58	$	(2.74	)	$	1.01

Potentially dilutive common shares excluded from calculations:
1.125% Warrants⁽¹⁾	2			—		1			—

(1)

For more information regarding the ~~convertible senior notes, refer to Note 10, "Debt." For more information regarding the~~ 1.125% Warrants, refer to Note ~~12, "Stockholders'~~9, “Stockholders' Equity."” The dilutive effect of all potentially dilutive common shares is calculated using the treasury-stock method. Certain potentially dilutive common shares issuable are not included in the computation of diluted net (loss) income per share because to do so would be anti-dilutive. For the three and six months ended June 30, 2017, the 1.125% Warrants were excluded from diluted shares outstanding because to do so would have been anti-dilutive.


(2)	Source data for calculations in thousands.

~~4. Business Combinations~~

~~Health Plans Segment~~

In 2016, we closed on several business combinations in the Health Plans segment, consistent with our strategy to grow in our existing markets and expand into new markets. For all of these transactions, we applied the acquisition method of accounting, where the total purchase price was allocated, or preliminarily allocated, to tangible and intangible assets acquired, and liabilities assumed based on their respective fair values. For the Health Plans acquisitions described below, except New York, only intangible assets were acquired. All of these acquisitions were funded using available cash and acquisition-related costs were insignificant. The individual transactions were as follows:

~~Illinois.~~ On January 1, 2016, our Illinois health plan closed on its acquisition of the Medicaid membership, and certain assets related to the Medicaid business of, Accountable Care Chicago, LLC, also known as MyCare Chicago. The final purchase price was approximately $30 million, and the Illinois health plan added approximately 50,000 Medicaid members as a result of this transaction.

On January 1, 2016, our Illinois health plan closed on its acquisition of the Medicaid membership, and certain assets related to the Medicaid business, of Loyola Physician Partners, LLC. The final purchase price was approximately $12 million, and the Illinois health plan added approximately 18,000 Medicaid members as a result of this transaction.

On March 1, 2016, our Illinois health plan closed on its acquisition of the Medicaid membership, and certain assets related to the Medicaid business, of Better Health Network, LLC. The final purchase price was approximately $15 million, and the Illinois health plan added approximately 28,000 Medicaid members as a result of this transaction.

~~Michigan.~~ On January 1, 2016, our Michigan health plan closed on its acquisition of the Medicaid and MIChild membership, and certain Medicaid and MIChild assets, of HAP Midwest Health Plan, Inc. The final purchase price was approximately $31 million, and the Michigan health plan added approximately 68,000 Medicaid and MIChild members as a result of this transaction.

~~New York.~~ On August 1, 2016, we closed on our acquisition to acquire all outstanding equity interests of Today's Options of New York, Inc., which operates the Total Care Medicaid plan. The initial purchase price was approximately $38 million, and we now serve approximately 37,000 Medicaid members in upstate New York as a result of the transaction. As of September 30, 2016, the purchase price allocation was preliminary, subject to final purchase price adjustments as provided in the stock purchase agreement.

~~Washington.~~ On January 1, 2016, our Washington health plan closed on its acquisition of the Medicaid contracts, and certain assets related to the operation of the Medicaid business, of Columbia United Providers, Inc. The final purchase price was approximately $28 million, and the Washington health plan added approximately 57,000 Medicaid members as a result of this transaction.

For these acquisitions, we recorded goodwill to the Health Plans segment amounting to $95 million in the aggregate, which relates to future economic benefits arising from expected synergies to be achieved. Such synergies include use of our existing infrastructure to support the added membership. In general, the amount recorded as goodwill is deductible for income tax purposes. For the New York acquisition, the tax deductibility of goodwill will be determined once the purchase price is finalized.

The following table presents the intangible assets identified in the transactions described above. The weighted-average amortization period, in the aggregate, is 5.7 years. For these acquisitions in the aggregate, we expect to record amortization of approximately $6 million in 2016, $8 million per year in the years 2017 through 2020, and $3 million in 2021.

Fair Value Life
(In millions) (Years)
Intangible asset type:
Contract rights - member list $ 38
5
Provider network 7
10
$ 45

~~Other Segment~~

~~Pathways.~~On November 1, 2015, we acquired the outstanding ownership interests in Pathways Health and Community Support LLC (Pathways). In the third quarter of 2016, we recorded a pre-acquisition contingent liability and corresponding indemnification asset in the amount of $14 million in connection with the Rodriguez Litigation matter defined and described further in Note 14, "Commitments and Contingencies." Also in the third quarter of 2016, certain tax elections were made such that approximately 50% of the goodwill recorded in this transaction is deductible for income tax purposes.

5.4. Fair Value Measurements

We consider the carrying amounts of cash and cash equivalents and other current assets and current liabilities (not including derivatives and the current portion of long-term debt) to approximate their fair values because of the relatively short period of time between the origination of these instruments and their expected realization or payment. For our financial instruments measured at fair value on a recurring basis, we prioritize the inputs used in measuring fair value according to a three-tier fair value hierarchy ~~as follows:~~

~~Level 1 — Observable Inputs.~~ ~~Level 1 financial instruments are actively traded~~defined by GAAP. For a description of the methods and ~~therefore~~assumptions that we use to a) estimate the fair value; and b) determine the classification according to the fair value hierarchy for ~~these securities is based on quoted market prices on one or more securities exchanges.~~

~~Level 2 — Directly or Indirectly Observable Inputs.~~ Level 2 financial instruments are traded frequently though not necessarily daily. Fair value for these investments is determined using a market approach based on quoted prices for similar securities in active markets or quoted prices for identical securities in inactive markets.

~~Level 3 — Unobservable Inputs.~~ ~~Level 3 financial instruments are valued using unobservable inputs that represent management's best estimate of what market participants would use in pricing the~~each financial instrument, ~~at the measurement date. Our Level 3 financial instruments include derivative financial instruments.~~see Note 5, “Fair Value Measurements,” in our 2016 Annual Report on Form 10-K.

Derivative financial instruments include the 1.125% Call Option derivative asset and the 1.125% Conversion Option derivative liability. These derivatives are not actively traded and are valued based on an option pricing model that uses observable and unobservable market data for inputs. Significant market data inputs used to determine fair value as of ~~September~~June 30, ~~2016~~2017 included the price of our common stock, the time to maturity of the derivative instruments, the risk-free interest rate, and the implied volatility of our common stock. As described further in Note ~~11,~~8, “Derivatives,” the 1.125% Call Option asset and the 1.125% Conversion Option liability were designed such that changes in their fair values would offset, with minimal impact to the

consolidated statements of ~~income.~~operations. Therefore, the sensitivity of changes in the unobservable inputs to the option pricing model for such instruments is mitigated.

The net changes in fair value of Level 3 financial instruments were insignificant to our results of operations for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2017.

Our financial instruments measured at fair value on a recurring basis at ~~September~~June 30, ~~2016,~~2017, were as follows:


	Total		Level 1		Level 2		Level 3		Total		Quoted Market Prices (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(In millions)								(In millions)
Corporate debt securities	$	1,127	$	—	$	1,127	$	—	$	1,386	$	—	$	1,386	$	—
U.S. treasury notes									263		263		—		—
Government-sponsored enterprise securities (GSEs)	259		259		—		—		241		241		—		—
Municipal securities	148		—		148		—		140		—		140		—
Asset-backed securities	76		—		76		—		128		—		128		—
U.S. treasury notes	65		65		—		—
Certificates of deposit	60		—		60		—		34		—		34		—
Subtotal - current investments	1,735		324		1,411		—		2,192		504		1,688		—
Corporate debt securities									228		—		228		—
U.S. treasury notes									97		97		—		—
Subtotal - current restricted investments									325		97		228		—
1.125% Call Option derivative asset	314		—		—		314		440		—		—		440
Total assets measured at fair value on a recurring basis	$	2,049	$	324	$	1,411	$	314
Total assets									$	2,957	$	601	$	1,916	$	440

1.125% Conversion Option derivative liability	$	314	$	—	$	—	$	314	$	440	$	—	$	—	$	440
Total liabilities measured at fair value on a recurring basis	$	314	$	—	$	—	$	314
Total liabilities									$	440	$	—	$	—	$	440

Our financial instruments measured at fair value on a recurring basis at December 31, ~~2015,~~2016, were as follows:


	Total		Level 1		Level 2		Level 3		Total		Quoted Market Prices (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(In millions)								(In millions)
Corporate debt securities	$	1,184	$	—	$	1,184	$	—	$	1,179	$	—	$	1,179	$	—
U.S. treasury notes									84		84		—		—
GSEs	211		211		—		—		231		231		—		—
Municipal securities	185		—		185		—		142		—		142		—
Asset-backed securities	63		—		63		—		69		—		69		—
U.S. treasury notes	78		78		—		—
Certificates of deposit	80		—		80		—		53		—		53		—
Subtotal - current investments	1,801		289		1,512		—		1,758		315		1,443		—
1.125% Call Option derivative asset	374		—		—		374		267		—		—		267
Total assets measured at fair value on a recurring basis	$	2,175	$	289	$	1,512	$	374
Total assets									$	2,025	$	315	$	1,443	$	267

1.125% Conversion Option derivative liability	$	374	$	—	$	—	$	374	$	267	$	—	$	—	$	267
Total liabilities measured at fair value on a recurring basis	$	374	$	—	$	—	$	374
Total liabilities									$	267	$	—	$	—	$	267

There were no current restricted investments as of December 31, 2016.

Fair Value Measurements – Disclosure Only

The carrying amounts and estimated fair values of our senior notes, which are classified as Level 2 financial instruments, are indicated in the following table.


	September 30, 2016				December 31, 2015				June 30, 2017				December 31, 2016
	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
	(In millions)								(In millions)
5.375% Notes	$	690	$	725	$	689	$	700	$	692	$	745	$	691	$	714
1.125% Convertible Notes	466		827		448		865		483		976		471		792
4.875% Notes									325		333		—		—
1.625% Convertible Notes	281		358		273		365		289		386		284		344
	$	1,437	$	1,910	$	1,410	$	1,930	$	1,789	$	2,440	$	1,446	$	1,850

6.5. Investments

Available-for-Sale Investments

We consider all of our investments classified as current assets (including restricted investments) to be available-for-sale. Certain of our senior notes, as further discussed in Note 7, “Debt,” contain a limitation on the use of proceeds which required us to deposit the net proceeds from their issuance into a segregated deposit account, a current asset reported as “Restricted investments” in the accompanying consolidated balance sheets. Such proceeds, while restricted as to their use and held in a segregated deposit account, are available-for-sale based upon our contractual liquidity requirements.

The following tables summarize our investments as of the dates indicated:


	September 30, 2016								June 30, 2017
	Amortized		Gross Unrealized				Estimated Fair		Amortized		Gross Unrealized				Estimated Fair
	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value
	(In millions)								(In millions)
Corporate debt securities	$	1,123	$	4	$	—	$	1,127	$	1,387	$	1	$	2	$	1,386
U.S. treasury notes									263		—		—		263
GSEs	259		—		—		259		242		—		1		241
Municipal securities	147		1		—		148		140		—		—		140
Asset-backed securities	76		—		—		76		128		—		—		128
Certificates of deposit									34		—		—		34
Subtotal - current investments									2,194		1		3		2,192
Corporate debt securities									227		1		—		228
U.S. treasury notes	65		—		—		65		97		—		—		97
Certificates of deposit	60		—		—		60
	$	1,730	$	5	$	—	$	1,735
Subtotal - current restricted investments									324		1		—		325
Total									$	2,518	$	2	$	3	$	2,517


	December 31, 2015								December 31, 2016
	Amortized		Gross Unrealized				Estimated Fair		Amortized		Gross Unrealized				Estimated Fair
	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value
	(In millions)								(In millions)
Corporate debt securities	$	1,189	$	—	$	5	$	1,184	$	1,180	$	1	$	2	$	1,179
U.S. treasury notes									84		—		—		84
GSEs	212		—		1		211		232		—		1		231
Municipal securities	186		—		1		185		143		—		1		142
Asset-backed securities	63		—		—		63		69		—		—		69
U.S. treasury notes	78		—		—		78
Certificates of deposit	80		—		—		80		53		—		—		53
	$	1,808	$	—	$	7	$	1,801
Total - current investments									$	1,761	$	1	$	4	$	1,758

There were no current restricted investments as of December 31, 2016.

The contractual maturities of our available-for-sale investments as of ~~September~~June 30, ~~2016~~2017 are summarized below:


	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
	(In millions)				(In millions)
Due in one year or less	$	887	$	887	$	1,301	$	1,301
Due after one year through five years	817		821		1,194		1,193
Due after five years through ten years	26		27		23		23
	$	1,730	$	1,735
Total					$	2,518	$	2,517

Gross realized gains and losses from sales of available-for-sale securities are calculated under the specific identification method and are included in investment income. Gross realized investment gains and losses for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015~~2016 were insignificant.

We have determined that unrealized ~~gains and~~ losses at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, are temporary in nature, because the change in market value for these securities has resulted from fluctuating interest rates, rather than a deterioration of the ~~creditworthiness~~credit worthiness of the issuers. So long as we maintain the intent and ability to hold these securities to maturity, we are unlikely to experience ~~gains or~~ losses. In the event that we dispose of these securities before maturity, we expect that realized ~~gains or~~ losses, if any, will be ~~immaterial.~~insignificant.

~~There were no~~The following table segregates those available-for-sale investments that have been in a ~~material~~ continuous loss position for less than 12 months, and those that have been in a loss position for 12 months or more as of ~~September~~June 30, ~~2016.~~2017:



	In a Continuous Loss Position for Less than 12 Months					In a Continuous Loss Position for 12 Months or More
	Estimated Fair Value		Unrealized Losses		Total Number of Positions	Estimated Fair Value		Unrealized Losses		Total Number of Positions
	(Dollars in millions)
Corporate debt securities	$	913	$	2	418	$	—	$	—	—
GSEs	247		1		101	—		—		—
Total - current investments	$	1,160	$	3	519	$	—	$	—	—

The following table segregates those available-for-sale investments that have been in a continuous loss position for less than 12 months, and those that have been in a loss position for 12 months or more as of December 31, ~~2015:~~2016:


	In a Continuous Loss Position for Less than 12 Months					In a Continuous Loss Position for 12 Months or More					In a Continuous Loss Position for Less than 12 Months					In a Continuous Loss Position for 12 Months or More
	Estimated Fair Value		Unrealized Losses		Total Number of Positions	Estimated Fair Value		Unrealized Losses		Total Number of Positions	Estimated Fair Value		Unrealized Losses		Total Number of Positions	Estimated Fair Value		Unrealized Losses		Total Number of Positions
	(Dollars in millions)										(Dollars in millions)
Corporate debt securities	$	825	$	4	588	$	119	$	1	87	$	542	$	2	378	$	—	$	—	—
GSEs	182		1		77	—		—		—	198		1		73	—		—		—
Municipal securities	128		1		181	—		—		—	101		1		129	—		—		—
	$	1,135	$	6	846	$	119	$	1	87
Total - current investments											$	841	$	4	580	$	—	$	—	—

~~7. Receivables~~

Receivables consist primarily of amounts due from government Medicaid agencies, which may be subject to potential retroactive adjustments. Because all of our receivable amounts are readily determinable and substantially all of our creditors are governmental authorities, our allowance for doubtful accounts is immaterial. The information below is presented by segment.

September 30,
2016 December 31,
2015
(In millions)
California $ 174
$ 104
Florida 79
22
Illinois 81
35
Michigan 71
39
New Mexico 78
51
New York 33
—
Ohio 133
66
Puerto Rico 82
33
South Carolina 12
6
Texas 62
56
Utah 32
18
Washington 94
53
Wisconsin 27
22
Direct delivery and other 3
6
Total Health Plans segment 961
511
Molina Medicaid Solutions segment 39
37
Other segment 53
49
$ 1,053
$ 597

~~8. Restricted~~Held-to-Maturity Investments

Pursuant to the regulations governing our Health Plans segment subsidiaries, we maintain statutory deposits and deposits required by government authorities primarily in certificates of deposit and U.S. treasury securities. We also maintain restricted investments as protection against the insolvency of certain capitated providers. The ~~following table presents~~use of these funds is limited as required by regulation in the ~~balances~~various states in which we operate, or as needed in the event of insolvency of capitated providers. Therefore, such investments are reported as non-current “Restricted investments” in the accompanying consolidated balance sheet. We have the ability to hold these restricted investments until maturity, and as a result, we would not expect the value of these investments to decline significantly due to a sudden change in market interest rates.

~~restricted investments:~~

September 30,
2016 December 31,
2015
(In millions)
Florida $ 28
$ 34
Illinois 3
—
Michigan 1
1
New Mexico 43
43
New York 9
—
Ohio 12
12
Puerto Rico 10
10
Texas 4
4
Utah 4
4
Wisconsin 1
1
Other 1
—
Total Health Plans segment $ 116
$ 109

The contractual maturities of our held-to-maturity restricted investments, which are carried at amortized cost, which approximates fair value, as of ~~September~~June 30, ~~2016~~2017 are summarized below:


	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
	(In millions)				(In millions)
Due in one year or less	$	115	$	115	$	100	$	100
Due after one year through five years	1		1		18		17
	$	116	$	116	$	118	$	117

9. 6.Medical Claims and Benefits Payable

The following table provides the details of our medical claims and benefits payable (including amounts payable for the provision of long-term services and supports, or LTSS) as of the dates indicated.


	September 30, 2016		December 31, 2015		June 30, 2017		December 31, 2016
	(In millions)				(In millions)
Fee-for-service claims incurred but not paid (IBNP)	$	1,333	$	1,191	$	1,478	$	1,352
Pharmacy payable	114		88		121		112
Capitation payable	27		140		45		37
Other	397		266		433		428
	$	1,871	$	1,685	$	2,077	$	1,929

~~"Other"~~“Other” medical claims and benefits payable include amounts payable to certain providers for which we act as an intermediary on behalf of various government agencies without assuming financial risk. Such receipts and payments do not impact our consolidated statements of ~~income.~~operations. Non-risk provider payables amounted to ~~$237~~$111 million and ~~$167~~$225 million as of ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively.

Reinsurance recoverables of $65 million and $83 million as of June 30, 2017 and 2016, respectively, are included in “Receivables” in the accompanying consolidated balance sheets.

The following table presents the components of the change in our medical claims and benefits payable for the periods indicated. The amounts presented for “Components of medical care costs related to: Prior periods” represent the amount by which our original estimate of medical claims and benefits payable at the beginning of the period were more than the actual amount of the liability based on information (principally the payment of claims) developed since that liability was first reported.


							Six Months Ended June 30,
	Nine Months Ended September 30, 2016			Year Ended December 31, 2015			2017			2016
	(Dollars in millions)						(Dollars in millions)
Medical claims and benefits payable, beginning balance	$	1,685		$	1,201		$	1,929		$	1,685
Components of medical care costs related to:
Current period	11,120			11,935			8,633			7,371
Prior periods	(190		)	(141		)	(31		)	(189		)
Total medical care costs	10,930			11,794			8,602			7,182

Change in non-risk provider payables	70			48			(114		)	24

Payments for medical care costs related to:
Current period	9,536			10,448			6,883			5,885
Prior periods	1,278			910			1,457			1,240
Total paid	10,814			11,358			8,340			7,125
Medical claims and benefits payable, ending balance	$	1,871		$	1,685		$	2,077		$	1,766
Benefit from prior period as a percentage of:
Balance at beginning of period	11.3		%	11.8		%	1.6		%	11.3		%
Premium revenue, trailing twelve months	1.2		%	1.1		%	0.2		%	1.3		%
Medical care costs, trailing twelve months	1.3		%	1.2		%	0.2		%	1.4		%

Assuming that our initial estimate of IBNP is accurate, we believe that amounts ultimately paid would generally be between 8% and 10% less than the IBNP liability recorded at the end of the period as a result of the inclusion in that liability of the provision for adverse claims deviation and the accrued cost of settling those claims. Because the amount of our initial liability is merely an estimate (and therefore not perfectly accurate), we will always experience variability in that estimate as new information becomes available with the passage of time. Therefore, there can be no assurance that amounts ultimately paid out will fall within the range of 8% to 10% lower than the liability that was initially recorded. Furthermore, because our initial estimate of IBNP is derived from many factors, some of which are qualitative in nature rather than quantitative, we are seldom able to assign specific values to the reasons for a change in estimate—we only know when the circumstances for any one or more factors are out of the ordinary.

As indicated in the table above, the amounts ultimately paid out on our medical claims and benefits payable liabilities in fiscal years ~~2016~~2017 and ~~2015~~2016 were less than what we had expected when we had established those liabilities. The differences between our original estimates and the amounts ultimately paid out (or now expected to be ultimately paid out) for the most part related to IBNP. While many related factors working in conjunction with one another serve to determine the accuracy of our estimates, we are seldom able to quantify the impact that any single factor has on a change in estimate. In addition, given the variability inherent in the reserving process, we will only be able to identify specific factors if they represent a significant departure from expectations. As a result, we do not expect to be able to fully quantify the impact of individual factors on changes in estimates.

While prior period development of our estimate as of December 31, 2016, through June 30, 2017, was favorable by $31 million, that amount is substantially less than the favorable prior period development of $189 million we recognized for the same period in the prior year. Further, favorable development through June 30, 2017, was less than the 8% to 10% we typically expect.

We believe that the most significant uncertainties surrounding our IBNP estimates at ~~September~~June 30, ~~2016~~2017 are as follows:

~~Our New York~~In the first half of 2017, our Marketplace enrollment across all health ~~plan acquisition closed on August 1, 2016. This acquisition added approximately 37,000~~plans increased by over 400,000 members. Due to limited insight into the cost patterns associated with this large number of new ~~members. Because these~~Marketplace members, ~~are new to Molina,~~ our liability estimates ~~of the liability we have incurred~~ for ~~services provided to~~ these members are subject to more than the usual amount of uncertainty.

At our Florida ~~New Mexico, Puerto Rico, Utah~~health plan, claims receipts increased significantly over the last few months due to an increase in the receipt of secondary claims, many of which are not our liability. These claims will either be denied or will have very small paid amounts. For this reason, claims denial rates, amounts paid per claim and ~~Washington~~other claims indicators will be impacted, making our liability estimates subject to more than the usual amount of uncertainty.

At our Illinois health ~~plans,~~plan, we ~~overpaid certain inpatient~~paid a large number of claims in the first half of 2017 that had previously been denied and ~~outpatient facility claims. We adjusted our claims payment history to reflect~~were subsequently disputed by providers. This has created some distortion in the claims payment ~~pattern that would have occurred without these overpayments. For this reason,~~patterns, making our liability estimates ~~at these~~subject to more than the usual amount of uncertainty.

At our California health ~~plans~~plan, we adjusted our inpatient authorization process. As a result, due to the expected increase in authorized inpatient stays, our liability estimates are subject to more than the usual amount of uncertainty.

At our ~~Washington~~New Mexico health plan, a fee schedule reduction for a large provider has created some distortion in the covered benefits in two counties were expanded effective April 2016 to include behavioral health benefits under the state's new fully integrated managed care program, which impacted about 85,000 members. Because these are new benefits,claims payment patterns, making our liability ~~estimate at this health plan is~~estimates subject to more than the usual amount of uncertainty.

Fluctuations in the volume of claims received in a paper format (rather than an electronic format) during the third quarter have created more than the usual amount of uncertainty regarding our estimate of the liability at our California health plan.

We recognized favorable prior period claims development in the amount of $190 million for the nine months ended September 30, 2016. This amount represents our estimate, as of September 30, 2016, of the extent to which our initial estimate of medical claims and benefits payable at December 31, 2015 was more than the amount that will ultimately be paid out in satisfaction of that liability. We believe the overestimation was due primarily to the following factors:

A new version of diagnostic codes was required for all claims with dates of service on October 1, 2015, and later. As a result, payment was delayed or denied for a significant number of claims due to provider submission of claims with diagnostic codes that were no longer valid. Once providers were able to submit claims with the correct diagnostic codes, our actual costs were ultimately less than expected.

~~At our New Mexico health plan, we overestimated the impact of several pending high-dollar claims, and our actual costs were ultimately less than expected.~~

At our Washington health plan, we overpaid certain outpatient facility claims in 2015 when the state converted to a new payment methodology. We did not include an estimate in the reserves for this potential recovery as of December 31, 2015.

~~At our California health plan, approximately 55,000 new members were added to our Medicaid Expansion product in 2015. For these new members, our actual costs were ultimately less than expected.~~

~~10.~~7. Debt

~~As of September 30, 2016, contractual maturities of debt for the years ending December 31 are as follows:~~

Total 2016 2017 2018 2019 2020 Thereafter
(In millions)
5.375% Notes $ 700
$ —
$ —
$ —
$ —
$ —
$ 700
1.125% Convertible Notes 550
—
—
—
—
550
—
1.625% Convertible Notes (1) 302
—
—
—
—
—
302
$ 1,552
$ —
$ —
$ —
$ —
$ 550
$ 1,002


~~(1)~~	The 1.625% Notes have a contractual maturity date in 2044; however, on contractually specified dates beginning in 2018, holders of the 1.625% Notes may require us to repurchase some or all of the 1.625% Notes, or we may redeem any or all of the 1.625% Notes.

Substantially all of our debt is held at the parent, which is reported in the Other segment. The ~~principal amounts, unamortized discount (net of premium related to~~following table summarizes our outstanding debt obligations and their classification in the ~~1.625% Notes), unamortized issuance costs, and net carrying amounts of debt were as follows:~~accompanying consolidated balance sheets (in millions):

Principal Balance Unamortized Discount Unamortized Issuance Costs Net Carrying Amount
(In millions)
September 30, 2016:
5.375% Notes $ 700
$ —
$ 10
$ 690
1.125% Convertible Notes 550
78
6
466
1.625% Convertible Notes 302
18
3
281
$ 1,552
$ 96
$ 19
$ 1,437
December 31, 2015:
5.375% Notes $ 700
$ —
$ 11
$ 689
1.125% Convertible Notes 550
95
7
448
1.625% Convertible Notes 302
25
4
273
Other 1
—
—
1
$ 1,553
$ 120
$ 22
$ 1,411



	June 30, 2017			December 31, 2016
Current portion of long-term debt:
1.125% Convertible Notes, net of unamortized discount	$	488		$	477
1.625% Convertible Notes, net of unamortized premium and discount	291			—
Lease financing obligations	1			1
Debt issuance costs	(7		)	(6		)
	773			472
Non-current portion of long-term debt, reported as “Senior notes”:
5.375% Notes	700			700
4.875% Notes	330			—
1.625% Convertible Notes, net of unamortized premium and discount	—			286
Debt issuance costs	(13		)	(11		)
	1,017			975
Lease financing obligations	198			198
	$	1,988		$	1,645

~~Interest cost recognized relating to our convertible senior notes for the periods presented was as follows:~~

Three Months Ended September 30, Nine Months Ended September 30,
2016 2015 2016 2015
(In millions)
Contractual interest coupon rate $ 2
$ 3
$ 8
$ 9
Amortization of the discount 7
7
22
21
$ 9
$ 10
$ 30
$ 30

~~Debt Commitment Letter.~~ On August 2, 2016, in connection with the Medicare Acquisition, we entered into a debt commitment letter with Barclays Bank PLC (Barclays). The primary terms of the debt commitment letter provide that Barclays will lend us up to $400 million which may be used as follows: to finance the Medicare Acquisition, including related transaction costs and regulatory or statutory capital requirements; to finance any ongoing working capital requirements; or for other general corporate purposes.

~~5.375%~~4.875% Notes due ~~2022.~~ 2025

On ~~November 10, 2015,~~June 6, 2017, we completed the private offering of $330 million aggregate principal amount of senior notes (4.875% Notes) due June 15, 2025, unless earlier redeemed. Interest on the 4.875% Notes is payable semiannually in arrears on June 15 and December 15. According to their terms, the guarantees under the 4.875% Notes mirror those of the Credit Facility, defined and described below. See Note 16, “Supplemental Condensed Consolidating Financial Information,” for more information on the guarantors. The 4.875% Notes contain customary non-financial covenants and change of control provisions.

The 4.875% Notes contain a limitation on the use of proceeds which required us to deposit the net proceeds from their issuance into a segregated deposit account, a current asset reported as “Restricted investments” in our consolidated balance sheets. These funds may be used by us as follows:

On or prior to August 20, 2018, to:


◦	Redeem, repurchase, repay, tender for, or acquire for value all or any portion of our 1.625% Convertible Notes, defined and discussed further below, or to satisfy the cash portion of any consideration due upon any conversion of the 1.625% Convertible Notes; and/or


◦	Pay any interest due on all or any portion of the 4.875% Notes.

On or after August 20, 2018, to repurchase all or any portion of the 1.625% Convertible Notes that we are obligated to repurchase; and

Subsequent to August 20, 2018 (or such earlier date in the event that there are no longer any 1.625% Convertible Notes outstanding), in any other manner not otherwise prohibited in the indenture governing the 4.875% Notes.

5.375% Notes due 2022

We have outstanding $700 million aggregate principal amount of senior notes (5.375% Notes) due November 15, 2022, unless earlier redeemed. ~~In connection with~~According to their ~~issuance and sale, we entered into a registration rights agreement to exchange~~terms, the guarantees under the 5.375% Notes mirror those of the Credit Facility, defined and described below. See Note 16, “Supplemental Condensed Consolidating Financial Information,” for ~~registered notes having substantially identical terms, including guarantees. Such exchange was completed on September 16, 2016. Interest~~more information on the ~~5.375% Notes is payable semiannually in arrears on May 15 and November 15.~~guarantors.

Certain of our wholly owned subsidiaries jointly and severally guarantee our obligations under the 5.375% Notes. The 5.375% Notes contain customary non-financial covenants and change of control provisions. At September 30, 2016, we were in compliance with all financial covenants under the 5.375% Notes.Credit Facility

~~Credit Facility.~~ In ~~June 2015,~~January 2017, we entered into an amended unsecured ~~$250~~$500 million revolving credit facility (Credit Facility)., referred to as the First Amendment. As of June 30, 2017, outstanding letters of credit amounting to $6 million reduced our borrowing capacity under the Credit Facility to $494 million. The Credit Facility has a term of five years and all amounts outstanding will be due and payable on ~~June 12, 2020. Subject to obtaining commitments from existing or new lenders and satisfaction of other specified conditions, we may increase the Credit Facility to up to $350 million.~~January 31, 2022. As of ~~September~~June 30, ~~2016, outstanding letters of credit amounting to $6 million reduced the borrowing capacity to $244 million, and~~2017, no amounts were outstanding under the Credit Facility.

~~Borrowings~~In addition to increasing amounts available to borrow under the Credit Facility ~~bear interest based, at our election, on~~ and extending its term, the First Amendment provided that all guarantors immediately prior to January 3, 2017, other than Molina Information Systems, LLC, d/b/a ~~base rate or an adjusted London Interbank Offered Rate (LIBOR), plus in each case the applicable margin. In addition to interest payable on the principal amount~~Molina Medicaid Solutions, Molina Pathways, LLC, and Pathways Health and Community Support LLC, were automatically and unconditionally released from their obligations as guarantors of ~~indebtedness outstanding from time to time under~~ the Credit Facility ~~we are required to pay a quarterly commitment fee.~~and the 5.375% Notes.

~~Certain of our wholly owned subsidiaries jointly and severally guarantee our obligations under the Credit Facility.~~ The Credit Facility contains customary non-financial and financial covenants, including a ~~minimum fixed charge coverage ratio, a maximum debt-to-EBITDA~~net leverage ratio and ~~minimum statutory~~an interest coverage ratio. In February 2017, we entered into a second amendment to the Credit Facility (the Second Amendment) which modified the Credit Facility’s definition of the earnings measure used in the financial covenant computations to a) allow us to receive credit for risk corridor payments owed to, but not received or accrued by us during 2016; and b) account for the difference between the amount of actual risk transfer payments made or accrued by us during 2016, and the amount of risk transfer payments that would have been due under the federal government’s proposed 2018 risk adjustment payment transfer formula.

In May 2017, we entered into a third amendment to the Credit Facility (the Third Amendment) which modified the Credit Facility’s definition of specified cash, to permit cash that is either subject to customary escrow arrangements or held in a segregated account to be netted from the Credit Facility’s consolidated net ~~worth.~~leverage ratio if the use of the cash is limited to the repayment of other indebtedness. The Third Amendment also adds a carve-out to the Credit Facility’s negative pledge covenant to allow for the escrow arrangements and segregated accounts. At ~~September~~June 30, ~~2016,~~2017, we were in compliance with all financial and non-financial covenants under the Credit Facility.

~~1.125% Cash~~ Convertible Senior Notes ~~due 2020.~~

~~In February 2013, we issued~~We have outstanding $550 million aggregate principal amount of 1.125% cash convertible senior notes ~~(1.125% Notes)~~ due January 15, 2020, unless earlier repurchased or converted.

~~Interest is payable semiannually in arrears on January 15 and July 15.~~ We refer to these notes as our 1.125% Convertible Notes. We also have outstanding $302 million aggregate principal amount of 1.625% convertible senior notes due August 14, 2044, unless earlier repurchased, redeemed, or converted. We refer to these notes as our 1.625% Convertible Notes. The 1.125% Convertible Notes are convertible ~~only into~~entirely to cash, and ~~not into shares~~the 1.625% Convertible Notes are convertible partially to cash, each prior to their respective maturity dates under certain circumstances, one of which relates to the closing price of our common stock ~~or any other securities.~~ over a specified period. We refer to this conversion trigger as the stock price trigger.

The ~~initial conversion rate~~stock price trigger for the 1.125% Convertible Notes is ~~24.5277 shares of our common stock~~$53.00 per ~~$1,000 principal amount of the 1.125% Notes. This represents an initial conversion price of approximately $40.77 per share of our common stock.~~share. The 1.125% Convertible Notes met ~~the stock price~~this trigger in the quarter ended ~~September~~June 30, ~~2016, and~~2017; therefore, they are convertible ~~to cash through at least December 31, 2016. Because the 1.125% Notes may be converted~~ into cash ~~within 12 months, the $466 million carrying amount is~~and are reported in current portion of long-term debt as of ~~September~~June 30, ~~2016.~~2017.

The ~~1.125%~~stock price trigger for the 1.625% Convertible Notes ~~contain an embedded cash~~is $75.51 per share. The 1.625% Convertible Notes did not meet this stock price trigger in the quarter ended June 30, 2017. On contractually specified dates beginning in 2018, holders of the 1.625% Convertible Notes may require us to repurchase some or all of such notes. In addition, beginning May 15, 2018 until August 19, 2018, holders may convert some or all of the 1.625% Convertible Notes. Because of this conversion ~~option (the 1.125% Conversion Option), which was separated~~feature, the 1.625% Convertible Notes are reported in current portion of long-term debt as of June 30, 2017. As noted above, because the proceeds from the ~~1.125%~~4.875% Notes are initially restricted to payments upon conversion or redemption of the 1.625% Convertible Notes, such restricted investments are also classified as current in the accompanying consolidated balance sheets.

Cross-Default Provisions

The terms of our 4.875% Notes, 5.375% Notes and accounted for separately as a derivative liability, with changes in fair value reported in our consolidated statements of income until the 1.125% Conversion Option settles or expires. The initial fair value liabilityeach of the 1.125% ~~Conversion Option simultaneously reduced~~and 1.625% Convertible Notes contain cross-default provisions with the ~~carrying value~~Credit Facility that are triggered upon an event of default under the Credit Facility, and when borrowings under the Credit Facility equal or exceed certain amounts as defined in the related indentures.

Debt Commitment Letter

In connection with the Terminated Medicare Acquisition, we entered into a debt commitment letter with Barclays Bank PLC (Barclays) in August 2016. Under this debt commitment letter, Barclays agreed to lend us up to $400 million, subject to satisfaction of certain conditions, including consummation of the ~~1.125% Notes (effectively an original issuance discount). This discount is amortized to the 1.125% Notes' principal amount through the recognition of non-cash interest expense over the expected life~~Terminated Medicare Acquisition. The debt commitment letter automatically terminated in February 2017 as a result of the ~~debt. This has resulted in our recognition~~termination of ~~interest expense on the 1.125% Notes at an effective rate of approximately 6%. As of September 30, 2016, the 1.125% Notes have a remaining amortization period of 3.3 years.~~this transaction. The ~~1.125% Notes' if-converted value exceeded their principal amount by approximately $177 million and $332 million as of September 30, 2016 and December 31, 2015, respectively.~~

~~1.625% Convertible Senior Notes due 2044.~~ ~~In September 2014, we issued $125 million principal amount of 1.625% convertible senior notes (1.625% Notes) due August 15, 2044, unless earlier repurchased, redeemed or converted. Combined~~costs associated with the ~~1.625% Notes issued~~debt commitment letter and its termination were reimbursed as described in ~~an exchange transaction in 2014, the aggregate principal amount~~Note 1, “Basis of 1.625% Notes issued was $302 million. Interest is payable semiannually in arrears on February 15 and August 15. The initial conversion rate for the 1.625% Notes is 17.2157 shares of our common stock per $1,000 principal amount of the 1.625% Notes. This represents an initial conversion price of approximately $58.09 per share of our common stock. As of September 30, 2016, the 1.625% Notes were not convertible.Presentation–Health Plans Segment Recent Developments.”

Because the 1.625% Notes are net share settled and have cash settlement features, we have allocated the principal amount between a liability component and an equity component. The reduced carrying value on the 1.625% Notes resulted in a debt discount that is amortized back to the 1.625% Notes' principal amount through the recognition of non-cash interest expense over the expected life of the debt. The expected life of the debt is approximately four years, beginning on the issuance date and

ending on the first date we may redeem the 1.625% Notes in August 2018. As of September 30, 2016, the 1.625% Notes have a remaining amortization period of 1.9 years. This has resulted in our recognition of interest expense on the 1.625% Notes at an effective rate approximating what we would have incurred had nonconvertible debt with otherwise similar terms been issued, or approximately 5%. The outstanding 1.625% Notes’ if-converted value did not exceed their principal amount at September 30, 2016 and exceeded their principal amount at December 31, 2015 by approximately $10 million. At September 30, 2016 and December 31, 2015, the equity component of the 1.625% Notes, including the impact of deferred taxes, was $23 million.

~~11.~~8. Derivatives

The following table summarizes the fair values and the presentation of our derivative financial instruments (defined and discussed individually below) in the accompanying consolidated balance sheets:


	Balance Sheet Location	September 30, 2016		December 31, 2015		Balance Sheet Location	June 30, 2017		December 31, 2016
		(In millions)					(In millions)
Derivative asset:
1.125% Call Option	Current assets: Derivative asset	$	314	$	374	Current assets: Derivative asset	$	440	$	267
Derivative liability:
1.125% Conversion Option	Current liabilities: Derivative liability	$	314	$	374	Current liabilities: Derivative liability	$	440	$	267

Our derivative financial instruments do not qualify for hedge treatment; therefore the change in fair value of these instruments is recognized immediately in our consolidated statements of ~~income,~~operations, and reported in ~~other expense,~~“Other income, net.” Gains and losses for our derivative financial instruments are presented individually in the accompanying consolidated statements of cash flows, ~~supplemental~~“Supplemental cash flow information.”

1.125% Notes Call Spread Overlay. Concurrent with the issuance of the 1.125% Convertible Notes in 2013, we entered into privately negotiated hedge transactions (collectively, the 1.125% Call Option) and warrant transactions (collectively, the 1.125% Warrants), with certain of the initial purchasers of the 1.125% Convertible Notes (the Counterparties). We refer to these transactions collectively as the Call Spread Overlay. Under the Call Spread Overlay, the cost of the 1.125% Call Option we purchased to cover the cash outlay upon conversion of the 1.125% Convertible Notes was reduced by proceeds from the sale of the 1.125% Warrants. Assuming full performance by the Counterparties (and 1.125% Warrants strike prices in excess of the conversion price of the 1.125% Convertible Notes), these transactions are intended to offset cash payments in excess of the principal amount of the 1.125% Convertible Notes due upon any conversion of ~~the 1.125%~~such Notes.

1.125% Call Option. The 1.125% Call Option, which is indexed to our common stock, is a derivative asset that requires mark-to-market accounting treatment due to cash settlement features until the 1.125% Call Option settles or expires. For further discussion of the inputs used to determine the fair value of the 1.125% Call Option, refer to Note ~~5, "Fair~~4, “Fair Value Measurements."”

1.125% Conversion Option. The embedded cash conversion option within the 1.125% Convertible Notes is accounted for separately as a derivative liability, with changes in fair value reported in our consolidated statements of ~~income~~operations until the cash conversion option settles or expires. For further discussion of the inputs used to determine the fair value of the 1.125% Conversion Option, refer to Note ~~5, "Fair~~4, “Fair Value Measurements."”

As of ~~September~~June 30, ~~2016,~~2017, the 1.125% Call Option and the 1.125% Conversion Option were classified as a current asset and current liability, respectively, because the 1.125% Convertible Notes may be converted within 12 months of ~~September~~June 30, ~~2016,~~2017, as described in Note ~~10, "Debt."~~7, “Debt.”

~~12.~~9. Stockholders' Equity

~~Stockholders'~~Stockholders’ equity ~~increased $134~~decreased $128 million during the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 compared with ~~stockholders'~~stockholders’ equity at December 31, ~~2015.~~2016. The ~~increase~~decrease was due primarily ~~due~~ to the net ~~income~~loss of ~~$99~~$153 million ~~$7 million of other comprehensive income and $28~~, partially offset by $24 million related to employee stock ~~transactions.~~transactions in the six months ended June 30, 2017, which are described further below.

1.125% ~~Warrants.~~ Warrants

In connection with the Call Spread Overlay transaction described in Note ~~11, "Derivatives,"~~8, “Derivatives,” in 2013, we issued 13,490,236 warrants with a strike price of $53.8475 per share. ~~The number of warrants and~~Under certain circumstances, beginning in April 2020, when the ~~strike~~ price ~~are subject to adjustment under certain circumstances. If the market value per share~~ of our common stock exceeds the strike price of the 1.125% Warrants, ~~on any trading day during the 160 trading day measurement period (beginning on April 15, 2020) under the 1.125% Warrants,~~ we will be obligated to issue ~~to the Counterparties a number of shares equal in value to the product of the amount by which such market value exceeds such strike price and 1/160th of the aggregate number of~~ shares of our common

stock ~~underlying the 1.125% Warrants,~~ subject to a share delivery cap. The 1.125% Warrants could separately have a dilutive effect to the extent that the market value per share of our common stock exceeds the applicable strike price of the 1.125% Warrants. Refer to Note 3, ~~"Net~~“Net (Loss) Income per Share,"” for dilution information for the periods presented. We will not receive any additional proceeds if the 1.125% Warrants are exercised.

~~Securities Repurchase Program.~~ Effective as of December 16, 2015, our board of directors authorized the repurchase of up to $50 million in aggregate of our common stock or senior notes. This repurchase program extends through December 31, 2016.

Stock Incentive ~~Plans.~~ Plans

In connection with our equity incentive plans and employee stock purchase plan, approximately ~~467,000~~692,000 shares of common stock vested or were purchased, ~~or vested,~~ net of shares used to settle employees’ income tax obligations, during the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2017.

~~Charged~~Restricted stock awards (RSAs), performance stock awards (PSAs) and performance stock units (PSUs) activity for the six months ended June 30, 2017 is summarized below:



	Restricted Stock Awards		Performance Stock Awards		Performance Stock Units		Total		Weighted Average Grant Date Fair Value
Unvested balance, December 31, 2016	577,244		345,656		—		922,900		$	58.15
Granted	377,076		—		231,100		608,176		56.98
Vested	(380,812	)	(260,894	)	(139,272	)	(780,978	)	57.63
Forfeited	(58,643	)	—		—		(58,643	)	54.48
Unvested balance, June 30, 2017	514,865		84,762		91,828		691,455		57.57

The total fair value of RSAs granted during the six months ended June 30, 2017 and 2016 was $19 million and $17 million, respectively. The total fair value of RSAs which vested during the six months ended June 30, 2017 and 2016 was $20 million and $21 million, respectively.

No PSAs were granted during the six months ended June 30, 2017. The total fair value of PSAs granted during the six months ended June 30, 2016 was $15 million. The total fair value of PSAs which vested during the six months ended June 30, 2017 was $15 million. No PSAs vested during the six months ended June 30, 2016.

The total fair value of PSUs granted during the six months ended June 30, 2017 was $16 million. The total fair value of PSUs which vested during the six months ended June 30, 2017 was $9 million. There were no PSUs granted or vested in 2016.

During the six months ended June 30, 2017, the vesting of 133,957 RSAs, 153,574 PSAs and 139,272 PSUs was accelerated in connection with the termination of our former Chief Executive Officer (CEO) and former Chief Financial Officer (CFO) in May 2017. Share-based compensation expense of $35 million was recorded during the six months ended June 30, 2017, of which $23 million was recorded to ~~general~~“Restructuring and separation costs” in the accompanying consolidated statements of operations. See Note 11, “Restructuring and Separation Costs” for further discussion. Share-based compensation expense of $16 million was recorded to “General and administrative ~~expenses, total share-based compensation expense was as follows:~~

Three Months Ended September 30, Nine Months Ended September 30,
2016 2015 2016 2015
(In millions)
Restricted stock and performance awards $ 7
$ 6
$ 20
$ 13
Employee stock purchase plan and stock options 1
1
4
3
$ 8
$ 7
$ 24
$ 16
expenses” in the six months ended June 30, 2016.

As of ~~September~~June 30, ~~2016,~~2017, there was ~~$38~~$32 million of total unrecognized compensation expense related to unvested ~~restricted share awards,~~RSAs, including those with market and performance conditions, and unvested PSUs, which we expect to recognize over a remaining weighted-average period of ~~1.6 years.~~2.5 years and 2.1 years, respectively. This unrecognized compensation cost assumes an estimated forfeiture rate of ~~4.3%~~3.3% for non-executive employees as of ~~September~~June 30, ~~2016.~~2017.

~~Restricted stock.~~ 10. Impairment Losses

~~Restricted and performance stock activity for~~Goodwill represents the ~~nine months ended September 30, 2016 is summarized below:~~

Shares
Weighted
Average
Grant Date
Fair Value
(In thousands)
Unvested balance as of December 31, 2015 1,035
$ 46.68
Granted 517
63.94
Vested (342 ) 41.79
Forfeited (19 ) 52.01
Unvested balance as of September 30, 2016 1,191
55.50

~~The total~~excess of the purchase price over the fair value of ~~restricted~~net assets acquired in business combinations. Goodwill is not amortized, but is subject to an annual impairment test. Refer to Note 2, “Significant Accounting Policies,” for a discussion of our adoption of ASU 2017-04, Simplifying the Test for Goodwill Impairment. We are required to test at least annually for impairment, or more frequently if adverse events or changes in circumstances indicate that the asset may be impaired. When testing goodwill for impairment, we may first assess qualitative factors, such as industry and market factors, cost factors, and changes in overall performance, ~~awards granted during~~to determine if it is more likely than not that the ~~nine months ended September 30, 2016~~carrying value of a reporting unit exceeds its estimated fair value. If our qualitative assessment indicates that goodwill impairment is more likely than not, we perform additional quantitative analysis. We may also elect to skip the qualitative testing and ~~2015 was $33 million and $28 million, respectively. The total~~proceed directly to the quantitative testing.

An impairment loss is measured as the excess of the carrying amount of the reporting unit, including goodwill, over the fair value of ~~restricted awards, including those with performance and market conditions, which vested during~~ the ~~nine months ended September 30, 2016 and 2015 was $22 million and $25 million, respectively.~~

Asreporting unit. We estimate the fair values of ~~September 30, 2016, there were approximately 603,000 unvested restricted shares outstanding which contained one or more performance measures.~~our reporting units using discounted cash flows. In the discounted cash flow analyses, we must make assumptions about a wide variety of internal and external factors, and consider the price that would be received to sell the reporting unit as a whole in an orderly transaction between market participants at the measurement date. Significant assumptions include financial projections of free cash flow (including significant assumptions about operations, capital requirements and income taxes), long-term growth rates for determining terminal value beyond the discretely forecasted periods, and discount rates.

In the course of developing our restructuring and profitability improvement plan, discussed further in Note 11, “Restructuring and Separation Costs,” we determined that future benefits to be derived from Pathways, including integration with our health plans, would be less than previously anticipated. In addition, poorer than expected year-to-date operating results and lower projections of operating results for periods in the near term led us to conclude that a triggering event for an interim impairment analysis had occurred in the ~~vesting conditions are~~second quarter of 2017.

Intangible Assets. We first evaluated Pathways’ finite-lived intangible assets (customer relationships and contract licenses) for impairment, using undiscounted cash flows expected over the longest remaining useful life of the assets tested. See below for a description of the estimates and assumptions used in the cash flow model. Because the undiscounted cash flows over the remaining useful life were less than Pathways’ carrying amount, the intangible assets were impaired. We recorded an impairment loss for the carrying amount of the intangible assets, or $11 million, in the second quarter of 2017.

Goodwill. We next tested Pathways’ goodwill for impairment. As described above, we estimated Pathways’ fair value using discounted cash flows, incorporating significant estimates and assumptions related to future periods. Such estimates included anticipated client census which drives service revenue; management’s determination that future benefits to be derived from Pathways (including integration with our health plans) will be less than previously anticipated; current prospects relating to the behavioral services labor market which drives cost of service revenue; and anticipated capital expenditures. In addition, we applied our weighted average cost of capital (WACC) as the best estimate to discount future estimated cash flows to present value. The WACC was based on externally available data considering market participants’ cost of equity and debt, and capital structure. We applied a terminal growth rate that corresponds to Pathways’ long-term growth prospects. The test resulted in a fair value less than Pathways’ carrying amount; therefore, we recorded an impairment loss for the difference, or $59 million, in the second quarter of 2017. In addition to the Pathways impairment loss, we recorded an impairment loss of $2 million for a separate subsidiary’s goodwill that did not ~~achieved,~~pass the ~~awards will lapse. Based on our assessment~~impairment test. Both impairment losses were recorded to the Other segment, and reported as “Impairment losses” in the accompanying consolidated statements of operations.

There were no impairments of intangible assets or goodwill during 2016.

The following table presents the balances of goodwill as of ~~September~~June 30, ~~2016, we expect the performance conditions for approximately 425,000 of these outstanding restricted share awards to be met in full.~~2017 and December 31, 2016:



	Health Plans			Molina Medicaid Solutions		Other			Total
	(In millions)
Historical goodwill	$	445		$	71	$	162		$	678
Accumulated impairment losses at December 31, 2016	(58		)	—		—			(58		)
Balance, December 31, 2016	387			71		162			620
Impairment losses	—			—		(61		)	(61		)
Balance, June 30, 2017	$	387		$	71	$	101		$	559
Accumulated impairment losses at June 30, 2017	$	(58	)	$	—	$	(61	)	$	(119	)

~~13.~~11. Restructuring and Separation Costs

Following a management-initiated, broad operational assessment in early 2017, designed to improve our profitability and expand our core Medicaid business, in June 2017, we accelerated the implementation of a comprehensive restructuring and profitability improvement plan (the Restructuring Plan). Under the Restructuring Plan, we are taking the following actions:


1.	We are streamlining our organizational structure, including the elimination of redundant layers of management, the consolidation of regional support services, and other reductions to our workforce, to improve efficiency as well as the speed and quality of our decision-making.


2.	We are re-designing core operating processes such as provider payment, utilization management, quality monitoring and improvement, and information technology to achieve more effective and cost efficient outcomes.


3.	We are remediating high cost provider contracts and building around high quality, cost-effective networks.


4.	We are restructuring our existing direct delivery operations.


5.	We are reviewing our vendor base to ensure that we are partnering with the lowest-cost, most-effective vendors.


6.	Throughout this process, we are taking precautions to ensure that our actions do not impede our ability to continue to deliver quality health care, retain existing managed care contracts, and to secure new managed care contracts.

In addition to costs incurred under the Restructuring Plan, in the second quarter of 2017 we recorded costs associated with the separation of our former CEO and former CFO, described in further detail below.

All restructuring and separation costs incurred in the six months ended June 30, 2017, are reported in “Restructuring and separation costs” in the accompanying consolidated statements of operations, and are included in the Other segment because they represent corporate costs not allocated to the other reportable segments.

Separation Costs

Separation costs–ongoing benefit arrangements for former executives. We entered into amended and restated employment agreements with our former CEO and former CFO in 2016. On May 2, 2017, their employment was terminated without cause. Under the amended and restated employment agreements, they were each entitled to receive 400% of their base salary, a prorated termination bonus (150% of base salary for the former CEO and 125% of base salary for the former CFO), full vesting of equity compensation, and a cash payment for health and welfare benefits. During the second quarter of 2017, we recorded charges of $35 million for severance primarily related to these former executives. Of this total, $23 million related to the acceleration of their share-based compensation, as further discussed in Note 9, “Stockholders' Equity.” Employee separation costs were insignificant in 2016.

Separation costs–one-time benefit arrangement for workforce reduction. As part of the Restructuring Plan, we are reducing our corporate and health plans workforce by approximately 10%, or 1,500 full-time-equivalent employees. This workforce rightsizing, which represents 7% of the total number of our employees, is expected to be completed by the end of 2017. Affected employees will be offered severance and outplacement assistance. Our board of

directors approved the reduction in our workforce under the Restructuring Plan effective July 27, 2017; as such no amounts were accrued for this termination plan as of June 30, 2017.

Other Restructuring Costs

In the six months ended June 30, 2017, we incurred approximately $8 million in other restructuring costs including primarily consulting fees relating to the operational assessment and restructuring initiatives described above.

The following table summarizes the year-to-date activities related to our Restructuring Plan, the reserve for which is reported in “Accounts payable and accrued liabilities” in the consolidated balance sheets:



	Separation Costs–Former Executives			Other Restructuring Costs			Total
	(In millions)
Accrued restructuring and separation costs as of December 31, 2016	$	—		$	—		$	—
Costs recognized	35			8			43
Cash payments	(1		)	(2		)	(3		)
Other adjustments–acceleration of share-based compensation	(23		)	—			(23		)
Accrued restructuring and separation costs as of June 30, 2017	$	11		$	6		$	17

Expected Costs

We estimate that total pre-tax costs associated with the Restructuring Plan will be approximately $130 million to $150 million for the second half of 2017, with an additional $40 million to be incurred in 2018. We expect these costs to relate only to the Health Plans and Other segments. Other restructuring costs will include primarily consulting fees; costs associated with the restructuring of our direct delivery operations including lease terminations and accelerated depreciation and amortization; and restructuring of various corporate business functions.

The following table illustrates our estimates of costs associated with the Restructuring Plan, which we expect to be completed by the end of 2018, by segment and major type of cost:



Estimated Costs Expected to be Incurred by Reportable Segment	Health Plans	Other	Total
	(In millions)
Separation costs–one-time benefit arrangement for a workforce reduction	$25 to $30	$35 to $40	$60 to $70
Other restructuring costs	$55 to $60	$55 to $60	$110 to $120
	$80 to $90	$90 to $100	$170 to $190

12. Segment Information

We have three reportable segments. These segments ~~include~~consist of our Health Plans segment, which ~~comprises~~constitutes the vast majority of our operations; our Molina Medicaid Solutions segment; and our Other segment, which includes our behavioral health and social services subsidiary, Pathways. As of December 31, 2015, we changed our reporting structure as a result of the Pathways acquisition in November 2015. All prior periods reported conform to this presentation.

segment. Our reportable segments are consistent with how we currently manage ~~our~~the business and view the markets we serve. The Health Plans segment consists of our health plans and our direct delivery business. Our health plans are operating segments that have been aggregated for reporting purposes because they share similar economic characteristics. The Molina Medicaid Solutions segment provides support to state government agencies in the administration of their Medicaid programs including business processing, information technology development, and administrative services. The Other segment includes businesses, such as

our Pathways behavioral health and social services provider, which do not meet the quantitative thresholds for a reportable segment as defined by U.S. generally accepted accounting principles (GAAP), as well as corporate amounts not allocated to other reportable segments.

Gross margin is the appropriate earnings measure for our reportable segments, based on how our chief operating decision maker currently reviews results, assesses performance, and allocates resources.

Gross margin for our Health Plans segment is referred to as ~~"Medical~~“Medical margin,"” and for our Molina Medicaid Solutions and Other segments, as ~~"Service~~“Service margin."” Medical margin represents the amount earned by the Health Plans segment after medical costs are deducted from premium revenue. The medical care ratio represents ~~the amount of~~ medical care costs as a percentage of premium revenue, and is one of the key metrics used to assess the performance of the Health Plans segment. Therefore, the underlying medical margin is the most important measure of earnings reviewed by the chief operating decision maker. The service margin is equal to service revenue minus cost of service revenue.


	Health Plans			Molina Medicaid Solutions		Other		Consolidated		Health Plans			Molina Medicaid Solutions		Other			Consolidated

			(In millions)									(In millions)
Three Months Ended September 30, 2016
Three Months Ended June 30, 2017
Total revenue (1)	$	4,412		$	48	$	86	$	4,546	$	4,868		$	47	$	84		$	4,999
Gross margin	443			6		8		457		249			4		1			254
Impairment losses										—			—		(72		)	(72		)
Restructuring and separation costs										—			—		(43		)	(43		)

Nine Months Ended September 30, 2016
Six Months Ended June 30, 2017
Total revenue (1)	$	12,835		$	146	$	267	$	13,248	9,639			93		171			9,903
Gross margin	1,285			17		29		1,331		786			8		6			800
Impairment losses										—			—		(72		)	(72		)
Restructuring and separation costs										—			—		(43		)	(43		)

Three Months Ended September 30, 2015
Three Months Ended June 30, 2016
Total revenue (1)	$	3,562		$	47	$	2	$	3,611	4,223			46		90			4,359
Gross margin	361			13		—		374		435			5		14			454
Impairment losses										—			—		—			—
Restructuring and separation costs										—			—		—			—

Nine Months Ended September 30, 2015
Six Months Ended June 30, 2016
Total revenue (1)	$	10,155		$	146	$	6	$	10,307	8,424			98		180			8,702
Gross margin	1,071			43		—		1,114		842			11		21			874
Impairment losses										—			—		—			—
Restructuring and separation costs										—			—		—			—

Total Assets
September 30, 2016	$	5,891		$	267	$	1,412	$	7,570
December 31, 2015	4,707			213		1,656		6,576
June 30, 2017										6,732			240		1,611			8,583
December 31, 2016										5,897			267		1,285			7,449

Goodwill, and Intangible Assets, Net
June 30, 2017										498			72		101			671
December 31, 2016										513			72		175			760

______________________


(1)	Total revenue consists primarily of premium revenue, premium tax revenue and health insurer fee revenue for the Health Plans segment, and service revenue for the Molina Medicaid Solutions and Other segments. Inter-segment revenue is insignificant for all periods presented.

The following table reconciles gross margin by segment to consolidated income before income tax expense:


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015			2017			2016			2017			2016
	(In millions)												(In millions)
Gross margin:
Health Plans	$	443		$	361		$	1,285		$	1,071		$	249		$	435		$	786		$	842
Molina Medicaid Solutions	6			13			17			43			4			5			8			11
Other	8			—			29			—			1			14			6			21
Total gross margin	457			374			1,331			1,114			254			454			800			874
Add: other operating revenues (1)	222			187			625			509			130			195			255			403
Less: other operating expenses (2)	(561		)	(448		)	(1,644		)	(1,312		)	(671		)	(544		)	(1,260		)	(1,083		)
Operating income	118			113			312			311
Other expenses, net	(26		)	(15		)	(76		)	(45		)
Income before income tax expense	$	92		$	98		$	236		$	266
Operating (loss) income													(287		)	105			(205		)	194
Other expenses (income), net													27			25			(22		)	50
(Loss) income before income taxes													$	(314	)	$	80		$	(183	)	$	144

______________________


(1)	Other operating revenues include premium tax revenue, health insurer fee revenue, investment income and other revenue.


(2)	Other operating expenses include general and administrative expenses, premium tax expenses, health insurer fee expenses, ~~and~~ depreciation and ~~amortization.~~amortization, impairment losses, and restructuring and separation costs.

~~14.~~13. Commitments and Contingencies

Regulatory Capital Requirements and Dividend Restrictions

Our health plans, which are operated by our respective wholly owned subsidiaries in those states, are subject to state laws and regulations that, among other things, require the maintenance of minimum levels of statutory capital, as defined by each state. Regulators in some states may also attempt to enforce capital requirements that require the retention of net worth in excess of amounts formally required by statute or regulation. Such statutes, regulations and informal capital requirements also restrict the timing, payment, and amount of dividends and other distributions that may be paid to us as the sole stockholder. To the extent our subsidiaries must comply with these regulations, they may not have the financial flexibility to transfer funds to us. Based on current statutes and regulations, the net assets in these subsidiaries (after intercompany eliminations) which may not be transferable to us in the form of loans, advances, or cash dividends was approximately $1,526 million at June 30, 2017, and $1,492 million at December 31, 2016. Because of the statutory restrictions that inhibit the ability of our health plans to transfer net assets to us, the amount of retained earnings readily available to pay dividends to our stockholders is generally limited to cash, cash equivalents and investments (excluding restricted investments) held by the parent company – Molina Healthcare, Inc. Such cash, cash equivalents and investments (excluding restricted investments) amounted to $165 million and $264 million as of June 30, 2017 and December 31, 2016, respectively.

The National Association of Insurance Commissioners (NAIC) adopted rules effective December 31, 1998, which, if implemented by the states, set minimum capitalization requirements for insurance companies, HMOs, and other entities bearing risk for health care coverage. The requirements take the form of risk-based capital (RBC) rules which may vary from state to state. All of the states in which our health plans operate, except California, Florida and New York, have adopted these rules. Such requirements, if adopted by California, Florida and New York, may increase the minimum capital required for those states.

As of June 30, 2017, our health plans had aggregate statutory capital and surplus of approximately $1,662 million compared with the required minimum aggregate statutory capital and surplus of approximately $1,118 million. Primarily as a result of the recognition of Marketplace-related premium deficiency reserves discussed in Note 2, “Significant Accounting Policies,” certain of our health plans did not meet the minimum capital requirements on June 30, 2017. We intend to remedy the deficiencies to the satisfaction of our departments of insurance prior to the filing of the statutory financial statements on August 15, 2017. We have the ability, and have committed to provide, additional capital to each of our health plans as necessary to ensure compliance with statutory capital and surplus requirements.

Legal ~~Proceedings.~~Proceedings

The health care and Medicaid-related business process outsourcing industries are subject to numerous laws and regulations of federal, state, and local governments. Compliance with these laws and regulations can be subject to government review and interpretation, as well as regulatory actions unknown and unasserted at this time. Penalties associated with violations of these laws and regulations include significant fines and penalties, exclusion from participating in publicly funded programs, and the repayment of previously billed and collected revenues.

We are involved in legal actions in the ordinary course of business, some of which seek monetary damages, including claims for punitive damages, which are not covered by insurance. We have accrued liabilities for certain matters for which we deem the loss to be both probable and estimable. Although we believe that our estimates of such losses are reasonable, these estimates could change as a result of further developments of these matters. The outcome of legal actions is inherently uncertain and such pending matters for which accruals have not been established have not progressed sufficiently through discovery and/or development of important factual information and legal issues to enable us to estimate a range of possible loss, if any. While it is not possible to accurately predict or determine the eventual outcomes of these items, an adverse determination in one or more of these pending matters could have a material adverse effect on our consolidated financial position, results of operations, or cash flows.

~~State of Louisiana.~~Marketplace Risk Corridor Program. On January 19, 2017, we filed suit against the United States of America in the United States Court of Federal Claims, Case Number 1:55-cv-01000-UNJ, on behalf of our health plans seeking recovery from the federal government of approximately $52 million in Marketplace risk corridor payments for calendar year 2015. Based upon current estimates, we believe our health plans are also owed approximately $76 million in Marketplace risk corridor payments from the federal government for calendar year 2016, and a further nominal amount for calendar year 2014. Our lawsuit seeks recovery of all of these unpaid amounts. We have not recognized revenue, nor have we recorded a receivable, for any amount due from the federal government for unpaid Marketplace risk corridor payments as of June ~~26, 2014,~~30, 2017. We have fully recognized all liabilities due to the ~~state~~federal government that we have incurred under the Marketplace risk corridor program, and have paid all amounts due to the federal government as required.

Rodriguez v. Providence Community Corrections. On October 1, 2015, seven individuals, on behalf of ~~Louisiana~~themselves and all others similarly situated, filed a ~~Petition for Damages against Molina Medicaid Solutions, Molina Healthcare, Inc., Unisys, and Paramax Systems Corporation, a subsidiary of Unisys,~~complaint in the ~~Parish of Baton Rouge, 19th Judicial~~ District ~~versus number 631612. The Petition alleges that between 1989 and 2012, the defendants utilized an incorrect reimbursement formula~~Court for the ~~payment~~Middle District of ~~pharmaceutical claims. We believe~~Tennessee, Nashville Division, Case No. 3:15-cv-01048 (the Rodriquez Litigation), against Providence Community Corrections, Inc. (now known as Pathways Community Corrections, Inc., or PCC). Rutherford County, Tennessee formerly contracted with PCC for the administration of misdemeanor probation, which involved the collection of court costs and fees from probationers. The complaint alleges, among other things, that PCC illegally assessed fees and surcharges against probationers and made improper threats of arrest and probation revocation if the probationers did not pay such amounts. The plaintiffs in the Rodriguez Litigation seek alleged compensatory, treble, and punitive damages, plus attorneys’ fees, for alleged federal and state constitutional violations, as well as alleged violations of the Racketeer Influenced and Corrupt Organization Act. PCC’s agreement with Rutherford County terminated effective March 31, 2016. On November 1, 2015, one month after the Rodriguez Litigation commenced, we acquired PCC from The Providence Service Corporation (Providence) pursuant to a membership interest purchase agreement. In September 2016, the parties to the Rodriguez Litigation accepted a mediation proposal for settlement pursuant to which PCC and Rutherford County would pay the plaintiffs $14 million and $3 million, respectively. The parties are in the process of finalizing the settlement agreement. We expect to recover the full amount of the settlement under the indemnification provisions of the membership interest purchase agreement with ~~the state, this matter will be dismissed against Molina Medicaid Solutions with no liability.~~Providence.

United States of America, ex rel., Anita Silingo v. Mobile Medical Examination Services, Inc., et al. On or around October 14, 2014, Molina Healthcare of California, Molina Healthcare of California Partner Plan, Inc., Mobile Medical Examination Services, Inc. (MedXM), and other health plan defendants were served with a Complaint previously filed under seal in the Central District Court of California by Relator, Anita Silingo, Case No. SACV13-1348-FMO(SHx). The Complaint alleges that MedXM improperly modified medical records and otherwise took inappropriate steps to increase members’ risk adjustment scores, and that the defendants, including Molina Healthcare of California and Molina Healthcare of California Partner Plan, Inc., purportedly turned a “blind eye” to these unlawful practices. On October 22, 2015, the Relator filed a third amended ~~complaint.~~complaint, seeking general and compensatory damages, treble damages, civil penalties, plus interest and attorneys’ fees. On July 11, 2016, the District Court dismissed with prejudice the third amended complaint, without leave to amend. On September 23, 2016, the plaintiff filed an appeal with the Ninth Circuit Court of Appeals.

~~Rodriguez v. Providence Community Corrections.~~ ~~On October 1, 2015, seven individuals, on behalf of themselves~~ The appeal has been fully briefed by the parties and ~~all others similarly situated, filed a complaint in~~we are awaiting the District Court for the Middle District of Tennessee, Nashville Division, Case No. 3:15-cv-01048 (the Rodriquez Litigation), against Providence Community Corrections, Inc. (now known as Pathways Community Corrections, Inc., or PCC). Rutherford County, Tennessee formerly contracted with PCC for the administration ofCourt’s decision.

misdemeanor probation, which involved the collection of court costs and fees from probationers. The complaint alleges, among other things, that PCC illegally assessed fees and surcharges against probationers and made improper threats of arrest and probation revocation if the probationers did not pay such amounts. The plaintiffs in the Rodriguez Litigation seek alleged compensatory, treble, and punitive damages, plus attorneys’ fees, for alleged federal and state constitutional violations, as well as alleged violations of the Racketeer Influenced and Corrupt Organization Act. PCC’s agreement with Rutherford County terminated effective December 29, 2015. On November 1, 2015, one month after the Rodriguez Litigation had been commenced, we acquired PCC from The Providence Service Corporation (Providence) pursuant to a membership interest purchase agreement. In September 2016, the parties to the Rodriguez Litigation accepted a mediation proposal for settlement pursuant to which PCC would pay the plaintiffs $14 million. The parties are in the process of finalizing the settlement agreement. We expect to recover the full amount of the settlement under the indemnification provisions of the membership interest purchase agreement with Providence.States’ Budgets

~~Provider Claims.~~Many of our medical contracts are complex in nature and may be subject to differing interpretations regarding amounts due for the provision of various services. Such differing interpretations have led certain medical providers to pursue us for additional compensation. The claims made by providers in such circumstances often involve issues of contract compliance, interpretation, payment methodology, and intent. These claims often extend to services provided by the providers over a number of years.

Various providers have contacted us seeking additional compensation for claims that we believe to have been settled. These matters, when finally concluded and determined, will not, in our opinion, have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows.

~~States' Budgets.~~ From time to time the states in which our health plans operate may experience financial difficulties, which could lead to delays in premium payments. ~~For example,~~Until July 4, 2017, the state of Illinois ~~is currently operating under~~operated without a ~~stopgap~~ budget ~~that expires in January 2017. It is unclear when or if the state's budget difficulties will be resolved.~~for its current fiscal year. As of ~~September~~June 30, ~~2016,~~2017, our Illinois health plan served approximately ~~195,000~~163,000 members, and recognized premium revenue of approximately $310 million in the first half of 2017. As of July 28, 2017, the state of Illinois owed us approximately $116 million for certain March, April, May and June 2017 premiums.

On May 3, 2017, Puerto Rico’s financial oversight board filed for a form of bankruptcy in the U.S. District Court in Puerto Rico under Title III of PROMESA. The Title III provision allows for a court debt restructuring process similar to U.S. bankruptcy protection. To the extent such bankruptcy results in our failure to receive payment of amounts due under our Medicaid contract with the Commonwealth or the inability of the Commonwealth to extend our Medicaid contract at the end of its current term, such bankruptcy could have a material adverse effect on our business, financial condition, cash flows, or results of operations. As of June 30, 2017, the plan served approximately 322,000 members and recorded premium revenue of approximately ~~$466~~$362 million ~~for~~in the ~~nine months ended September 30, 2016.~~first half of 2017. As of ~~October 24, 2016, the state of Illinois owed us approximately $43 million for May and June 2016 premiums.~~

~~In another example,~~July 28, 2017, the Commonwealth of Puerto Rico's fiscal plan, issued on October 14, 2016, reported that current revenues are insufficient to support existing current operations and debt service. While the Commonwealth reports that it will prioritize health care spending, it stresses the need to address the cap on federal matching funds it receives for its participation in the Medicaid program. Among the fiscal issues expected to further exacerbate the Commonwealth's current debt crisis is the depletion of ACA funds, estimated to occur in the Commonwealth's fiscal year 2018. As of September 30, 2016, our Puerto Rico health plan served approximately 331,000 members and recorded premium revenue of approximately $535 million for the nine months ended September 30, 2016. As of October 24, 2016, the Commonwealth iswas current with its premium payments.

~~Regulatory Capital and Dividend Restrictions.~~ Our health plans, which are operated by our respective wholly owned subsidiaries in those states, are subject to state laws and regulations that, among other things, require the maintenance of minimum levels of statutory capital, as defined by each state. Regulators in some states may also attempt to enforce capital requirements upon us that require the retention of net worth in excess of amounts formally required by statute or regulation. Such statutes, regulations and informal capital requirements also restrict the timing, payment, and amount of dividends and other distributions that may be paid to us as the sole stockholder. To the extent our subsidiaries must comply with these regulations, they may not have the financial flexibility to transfer funds to us.

Based on current statutes and regulations, the net assets in these subsidiaries (after intercompany eliminations) which may not be transferable to us in the form of loans, advances, or cash dividends was approximately $1,406 million at September 30, 2016, and $1,229 million at December 31, 2015. Because of the statutory restrictions that inhibit the ability of our health plans to transfer net assets to us, the amount of retained earnings readily available to pay dividends to our stockholders is generally limited to cash, cash equivalents and investments held by the parent company – Molina Healthcare, Inc. Such cash, cash equivalents and investments amounted to $388 million and $612 million as of September 30, 2016 and December 31, 2015, respectively.

As of September 30, 2016, our health plans had aggregate statutory capital and surplus of approximately $1,510 million compared with the required minimum aggregate statutory capital and surplus of approximately $857 million. All of our health plans were in compliance with the minimum capital requirements at September 30, 2016. We have the ability and commitment to provide additional capital to each of our health plans when necessary to ensure that statutory capital and surplus continue to meet regulatory requirements.

~~15.~~14. Related Party Transactions

Our California health plan has entered into a provider agreement with Pacific Healthcare IPA (Pacific), which is 50% owned by the brother-in-law of Dr. J. Mario Molina and John C. Molina, who are members of our board of directors. Under the terms of this provider agreement, the California health plan pays Pacific for medical care Pacific provides to health plan members. For the three and six months ended June 30, 2017 and 2016, the amounts paid to Pacific were insignificant.

Refer to Note ~~16, "Variable~~15, “Variable Interest Entities (VIEs),"” for a discussion of the Joseph M. Molina, M.D. Professional Corporations.

~~16.~~15. Variable Interest Entities (VIEs)

~~Joseph M. Molina M.D., Professional Corporations~~

The Joseph M. Molina, M.D. Professional Corporations (JMMPC) were created to further advance our direct delivery business. ~~JMMPC's~~On August 2, 2017, we announced plans to restructure our direct delivery operations.

JMMPC’s primary shareholder is Dr. J. Mario Molina, ~~our chief executive officer, president, and chairman~~who is a member of ~~the~~our board of directors. Dr. Molina is paid no salary and receives no dividends in connection with his work for, or ownership of, JMMPC. JMMPC provides primary care medical services through its employed physicians and other medical professionals. JMMPC also provides certain specialty referral services to our California health plan members through a contracted provider network. Substantially all of the individuals served by JMMPC are members of our California, Florida, New Mexico, Utah, and Washington health plans. These health plans had entered into primary care services agreements with JMMPC, under which the health plans paid $29 million and $31 million to JMMPC for health care services provided in the three months ended June 30, 2017 and 2016, respectively. For the six months ended June 30, 2017 and 2016, the health plans paid JMMPC $60 million and $61 million, respectively. JMMPC does not have agreements to provide professional medical services with any other entities.

Our wholly owned subsidiary, Molina Medical Management, Inc. (MMM), ~~has~~had also entered into services agreements with JMMPC to provide clinic facilities, clinic administrative support staff, patient scheduling services and medical supplies to JMMPC. The services agreements were designed such that JMMPC ~~will operate~~operated at break even, ensuring the availability of quality care and access for our health plan members. The services agreements ~~provide~~further provided that the administrative fees charged to JMMPC by MMM ~~are~~were reviewed annually to assure the achievement of this goal.

Separately, our California, Florida, New Mexico, Utah and Washington health plans have entered into primary care services agreements with JMMPC. These agreements direct our health plans to perform a monthly reconciliation, to either fund JMMPC's operating deficits, or receive JMMPC's operating surpluses, such that JMMPC will derive no profit or loss. Because the MMM services agreements described above mitigate the likelihood For each of ~~significant operating deficits or surpluses, such monthly reconciliation amounts are generally insignificant. For~~ the three months ended ~~September~~June 30, 2017 and 2016, JMMPC paid $13 million to MMM for clinic administrative services. For the six months ended June 30, 2017 and ~~2015, our health plans~~2016, JMMPC paid ~~$31~~$26 million and ~~$28~~$27 million, respectively, to ~~JMMPC~~MMM for ~~health care services provided by JMMPC to the health plans' members. For the nine months ended September~~clinic administrative services.

As of June 30, ~~2016 and 2015, our health plans paid $92 million and $80 million, respectively, to JMMPC for health care services provided by JMMPC to the health plans' members.~~

~~We have~~2017, we determined that JMMPC is a VIE, and that we are its primary beneficiary. We ~~have~~ reached this conclusion under the power and benefits criterion model according to GAAP. Specifically, we ~~have~~had the power to direct the activities (excluding clinical decisions) that most significantly ~~affect JMMPC's~~affected JMMPC’s economic performance, and the obligation to absorb losses or right to receive benefits that ~~are~~were potentially significant to the VIE, under the agreements described above. Because we ~~are~~were its primary beneficiary, we ~~have~~ consolidated JMMPC. ~~JMMPC's~~JMMPC’s assets may be used to settle only ~~JMMPC's~~JMMPC’s obligations, and ~~JMMPC's~~JMMPC’s creditors have no recourse to the general credit of

Molina Healthcare, Inc. As of ~~September~~June 30, ~~2016, JMMPC had total assets of $16 million, and total liabilities of $15 million. As of December 31, 2015,~~2017, JMMPC had total assets of $17 million, and total liabilities of ~~$17~~$18 million. As of December 31, 2016, JMMPC had total assets of $18 million, and total liabilities of $18 million.

Our maximum exposure to loss as a result of our involvement with JMMPC iswas generally limited to the amounts needed to fund ~~JMMPC's~~JMMPC’s ongoing payroll, employee benefits and medical care costs associated with ~~JMMPC's~~JMMPC’s specialty referral activities. ~~We believe that such loss exposures will be immaterial to our consolidated operating results and cash flows for the foreseeable future.~~

~~17.~~16. Supplemental Condensed Consolidating Financial Information

~~As discussed~~The 5.375% Notes described in Note 10, "Debt," on November 10, 2015, we completed the private offering of $700 million aggregate principal amount of 5.375% Notes. In connection with their issuance and sale, we entered into a registration rights agreement to exchange the 5.375% Notes for registered notes having substantially identical terms, including guarantees. Such exchange was completed on September 16, 2016.

~~The 5.375% Notes~~7, “Debt,” are fully and unconditionally guaranteed by certain of our ~~wholly~~100% owned subsidiaries on a joint and several basis, with certain exceptions considered customary for such guarantees. The 5.375% Notes and the guarantees are effectively subordinated to all of our and our guarantors’ existing and future secured debt ~~of us and our guarantors~~ to the extent of the assets securing such debt. In addition, the 5.375% Notes and the guarantees are structurally subordinated to all indebtedness and other liabilities and preferred stock, if any, of our subsidiaries that do not guarantee the 5.375% Notes.

As discussed in Note 7, “Debt,” the First Amendment to the Credit Facility provided that all guarantors immediately prior to January 3, 2017, other than Molina Information Systems, LLC, d/b/a Molina Medicaid Solutions, Molina Pathways, LLC, and Pathways Health and Community Support LLC, were automatically and unconditionally released from their obligations as guarantors under the Credit Facility and the 5.375% Notes.

The following condensed consolidating financial statements present Molina Healthcare, Inc. (as parent guarantor), the subsidiary guarantors, the subsidiary non-guarantors and eliminations. These condensed consolidating financial statements have been prepared and presented in accordance with SEC Regulation S-X Rule 3-10, "Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered."eliminations, according to the guarantor structure as assessed at the most recent balance sheet date, June 30, 2017.

~~MOLINA HEALTHCARE, INC.~~CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS



	Three Months Ended June 30, 2017
	Parent Guarantor			Other Guarantors			Non-Guarantors			Eliminations			Consolidated
	(In millions)
Revenue:
Total revenue	$	289		$	51		$	4,952		$	(293	)	$	4,999
Expenses:
Medical care costs	3			—			4,488			—			4,491
Cost of service revenue	—			43			81			—			124
General and administrative expenses	258			7			433			(293		)	405
Premium tax expenses	—			—			114			—			114
Depreciation and amortization	25			—			12			—			37
Impairment losses	—			—			72			—			72
Restructuring and separation costs	43			—			—			—			43
Total operating expenses	329			50			5,200			(293		)	5,286
Operating (loss) income	(40		)	1			(248		)	—			(287		)
Interest expense	27			—			—			—			27
(Loss) income before income taxes	(67		)	1			(248		)	—			(314		)
Income tax benefit	(14		)	—			(70		)	—			(84		)
Net (loss) income before equity in net losses of subsidiaries	(53		)	1			(178		)	—			(230		)
Equity in net losses of subsidiaries	(177		)	(64		)	—			241			—
Net loss	$	(230	)	$	(63	)	$	(178	)	$	241		$	(230	)

CONDENSED CONSOLIDATING ~~BALANCE SHEET~~STATEMENTS OF COMPREHENSIVE LOSS

September 30, 2016
Parent Guarantor Other Guarantors Non-Guarantors Eliminations Consolidated
(In millions)
ASSETS
Current assets:
Cash and cash equivalents $ 125
$ 37
$ 2,680
$ —
$ 2,842
Investments 263
—
1,472
—
1,735
Receivables 3
84
966
—
1,053
Due from (to) affiliates 98
(5 ) (93 ) —
—
Prepaid expenses and other current assets 51
37
82
(1 ) 169
Derivative asset 314
—
—
—
314
Total current assets 854
153
5,107
(1 ) 6,113
Property, equipment, and capitalized software, net 300
69
81
—
450
Deferred contract costs —
83
—
—
83
Intangible assets, net 7
21
121
—
149
Goodwill 51
231
337
—
619
Restricted investments —
—
116
—
116
Investment in subsidiaries 2,526
1
—
(2,527 ) —
Other assets 47
4
5
(16 ) 40
$ 3,785
$ 562
$ 5,767
$ (2,544 ) $ 7,570

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Medical claims and benefits payable $ —
$ —
$ 1,871
$ —
$ 1,871
Amounts due government agencies —
—
1,232
—
1,232
Accounts payable and accrued liabilities 146
53
185
(1 ) 383
Deferred revenue —
42
338
—
380
Income taxes payable (13 ) (5 ) 37
—
19
Current portion of long-term debt 466
—
—
—
466
Derivative liability 314
—
—
—
314
Total current liabilities 913
90
3,663
(1 ) 4,665
Long-term debt 1,169
—
16
(16 ) 1,169
Deferred income taxes (7 ) 41
(28 ) —
6
Other long-term liabilities 19
2
18
—
39
Total liabilities 2,094
133
3,669
(17 ) 5,879
Total stockholders’ equity 1,691
429
2,098
(2,527 ) 1,691
$ 3,785
$ 562
$ 5,767
$ (2,544 ) $ 7,570



	Three Months Ended June 30, 2017
	Parent Guarantor			Other Guarantors			Non-Guarantors			Eliminations		Consolidated
	(In millions)
Net loss	$	(230	)	$	(63	)	$	(178	)	$	241	$	(230	)
Other comprehensive loss, net of tax	—			—			—			—		—
Comprehensive loss	$	(230	)	$	(63	)	$	(178	)	$	241	$	(230	)

~~MOLINA HEALTHCARE, INC.~~

~~CONDENSED CONSOLIDATING BALANCE SHEET~~

December 31, 2015
Parent Guarantor Other Guarantors Non-Guarantors Eliminations Consolidated
(In millions)
ASSETS
Current assets:
Cash and cash equivalents $ 360
$ 42
$ 1,927
$ —
$ 2,329
Investments 252
—
1,549
—
1,801
Receivables —
79
518
—
597
Income tax refundable 7
3
3
—
13
Intercompany 86
(4 ) (82 ) —
—
Prepaid expenses and other current assets 46
11
136
(1 ) 192
Derivative asset 374
—
—
—
374
Total current assets 1,125
131
4,051
(1 ) 5,306
Property, equipment, and capitalized software, net 267
52
74
—
393
Deferred contract costs —
81
—
—
81
Goodwill and intangible assets, net 61
246
334
—
641
Restricted investments —
—
109
—
109
Investment in subsidiaries, net 2,205
1
—
(2,206 ) —
Deferred income taxes 23
(35 ) 30
—
18
Other assets 36
2
6
(16 ) 28
$ 3,717
$ 478
$ 4,604
$ (2,223 ) $ 6,576

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Medical claims and benefits payable $ —
$ 3
$ 1,682
$ —
$ 1,685
Amounts due government agencies —
1
728
—
729
Accounts payable and accrued liabilities 157
35
170
—
362
Deferred revenue —
34
189
—
223
Current portion of long-term debt 449
—
—
—
449
Derivative liability 374
—
—
—
374
Total current liabilities 980
73
2,769
—
3,822
Long-term debt 1,160
—
16
(16 ) 1,160
Other long-term liabilities 20
2
16
(1 ) 37
Total liabilities 2,160
75
2,801
(17 ) 5,019
Total stockholders’ equity 1,557
403
1,803
(2,206 ) 1,557
$ 3,717
$ 478
$ 4,604
$ (2,223 ) $ 6,576

~~MOLINA HEALTHCARE, INC.~~

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

Three Months Ended September 30, 2016
Parent Guarantor Other Guarantors Non-Guarantors Eliminations Consolidated
(In millions)
Revenue:
Total revenue $ 274
$ 135
$ 4,424
$ (287 ) $ 4,546
Expenses:
Medical care costs 19
15
3,727
(13 ) 3,748
Cost of service revenue —
109
10
—
119
General and administrative expenses 223
5
389
(274 ) 343
Premium tax expenses —
—
127
—
127
Health insurer fee expenses —
—
55
—
55
Depreciation and amortization 25
4
7
—
36
Total operating expenses 267
133
4,315
(287 ) 4,428
Operating income 7
2
109
—
118
Interest expense 26
—
—
—
26
(Loss) income before income taxes (19 ) 2
109
—
92
Income tax (benefit) expense 4
(3 ) 49
—
50
Net (loss) income before equity in earnings of subsidiaries (23 ) 5
60
—
42
Equity in net earnings of subsidiaries 65
—
—
(65 ) —
Net income $ 42
$ 5
$ 60
$ (65 ) $ 42


	Three Months Ended September 30, 2015													Three Months Ended June 30, 2016
	Parent Guarantor			Other Guarantors			Non-Guarantors		Eliminations			Consolidated		Parent Guarantor			Other Guarantors			Non-Guarantors		Eliminations			Consolidated
	(In millions)													(In millions)
Revenue:
Total revenue	$	234		$	60		$	3,563	$	(246	)	$	3,611	$	261		$	47		$	4,311	$	(260	)	$	4,359
Expenses:
Medical care costs	14			9			3,005		(12		)	3,016		19			—			3,575		—			3,594
Cost of service revenue	—			34			—		—			34		—			23			93		—			116
General and administrative expenses	200			8			313		(234		)	287		219			24			368		(260		)	351
Premium tax expenses	—			—			99		—			99		—			—			109		—			109
Health insurer fee expenses	—			—			36		—			36		—			—			50		—			50
Depreciation and amortization	21			1			4		—			26		23			1			10		—			34
Total operating expenses	235			52			3,457		(246		)	3,498		261			48			4,205		(260		)	4,254
Operating (loss) income	(1		)	8			106		—			113		—			(1		)	106		—			105
Interest expense	15			—			—		—			15		25			—			—		—			25
(Loss) income before income taxes	(16		)	8			106		—			98		(25		)	(1		)	106		—			80
Income tax (benefit) expense	3			3			46		—			52		(12		)	(1		)	60		—			47
Net (loss) income before equity in earnings of subsidiaries	(19		)	5			60		—			46
Net (loss) income before equity in net earnings of subsidiaries														(13		)	—			46		—			33
Equity in net earnings of subsidiaries	65			(1		)	—		(64		)	—		46			1			—		(47		)	—
Net income	$	46		$	4		$	60	$	(64	)	$	46	$	33		$	1		$	46	$	(47	)	$	33

~~MOLINA HEALTHCARE, INC.~~

~~CONDENSED CONSOLIDATING STATEMENTS OF INCOME~~

Nine Months Ended September 30, 2016
Parent Guarantor Other Guarantors Non-Guarantors Eliminations Consolidated
(In millions)
Revenue:
Total revenue $ 786
$ 412
$ 12,874
$ (824 ) $ 13,248
Expenses:
Medical care costs 50
37
10,884
(41 ) 10,930
Cost of service revenue —
330
32
—
362
General and administrative expenses 659
28
1,130
(783 ) 1,034
Premium tax expenses —
—
345
—
345
Health insurer fee expenses —
—
163
—
163
Depreciation and amortization 70
10
22
—
102
Total expenses 779
405
12,576
(824 ) 12,936
Operating income 7
7
298
—
312
Interest expense 76
—
—
—
76
(Loss) income before income taxes (69 ) 7
298
—
236
Income tax (benefit) expense (24 ) (1 ) 162
—
137
Net (loss) income before equity in earnings of subsidiaries (45 ) 8
136
—
99
Equity in net earnings of subsidiaries 144
—
—
(144 ) —
Net income $ 99
$ 8
$ 136
$ (144 ) $ 99

Nine Months Ended September 30, 2015
Parent Guarantor Other Guarantors Non-Guarantors Eliminations Consolidated
(In millions)
Revenue:
Total revenue $ 677
$ 183
$ 10,159
$ (712 ) $ 10,307
Expenses:
Medical care costs 40
26
8,552
(37 ) 8,581
Cost of service revenue —
103
—
—
103
General and administrative expenses 577
23
905
(675 ) 830
Premium tax expenses —
—
289
—
289
Health insurer fee expenses —
—
117
—
117
Depreciation and amortization 62
2
12
—
76
Total expenses 679
154
9,875
(712 ) 9,996
Operating (loss) income (2 ) 29
284
—
311
Interest expense 45
—
—
—
45
(Loss) income before income taxes (47 ) 29
284
—
266
Income tax (benefit) expense (4 ) 11
146
—
153
Net (loss) income before equity in earnings of subsidiaries (43 ) 18
138
—
113
Equity in net earnings of subsidiaries 156
(1 ) —
(155 ) —
Net income $ 113
$ 17
$ 138
$ (155 ) $ 113

~~MOLINA HEALTHCARE, INC.~~

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME



	Three Months Ended June 30, 2016
	Parent Guarantor		Other Guarantors		Non-Guarantors		Eliminations			Consolidated

	(In millions)
Net income	$	33	$	1	$	46	$	(47	)	$	33
Other comprehensive income, net of tax	2		—		2		(2		)	2
Comprehensive income	$	35	$	1	$	48	$	(49	)	$	35

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Three Months Ended September 30, 2016
Parent Guarantor Other Guarantors Non-Guarantors Eliminations Consolidated
(In millions)
Net income $ 42
$ 5
$ 60
$ (65 ) $ 42
Other comprehensive loss, net of tax (1 ) —
(1 ) 1
(1 )
Comprehensive income $ 41
$ 5
$ 59
$ (64 ) $ 41



	Six Months Ended June 30, 2017
	Parent Guarantor			Other Guarantors			Non-Guarantors			Eliminations			Consolidated
	(In millions)
Revenue:
Total revenue	$	630		$	99		$	9,809		$	(635	)	$	9,903
Expenses:
Medical care costs	7			—			8,595			—			8,602
Cost of service revenue	—			85			161			—			246
General and administrative expenses	555			14			910			(635		)	844
Premium tax expenses	—			—			225			—			225
Depreciation and amortization	52			—			24			—			76
Impairment losses	—			—			72			—			72
Restructuring and separation costs	43			—			—			—			43
Total operating expenses	657			99			9,987			(635		)	10,108
Operating loss	(27		)	—			(178		)	—			(205		)
Interest expense	53			—			—			—			53
Other income, net	(75		)	—			—			—			(75		)
Loss before income taxes	(5		)	—			(178		)	—			(183		)
Income tax expense (benefit)	17			—			(47		)	—			(30		)
Net loss before equity in net losses of subsidiaries	(22		)	—			(131		)	—			(153		)
Equity in net losses of subsidiaries	(131		)	(66		)	—			197			—
Net loss	$	(153	)	$	(66	)	$	(131	)	$	197		$	(153	)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE LOSS

Three Months Ended September 30, 2015
Parent Guarantor Other Guarantors Non-Guarantors Eliminations Consolidated
(In millions)
Net income $ 46
$ 4
$ 60
$ (64 ) $ 46
Other comprehensive income, net of tax 2
—
1
(1 ) 2
Comprehensive income $ 48
$ 4
$ 61
$ (65 ) $ 48



	Six Months Ended June 30, 2017
	Parent Guarantor			Other Guarantors			Non-Guarantors			Eliminations			Consolidated
	(In millions)
Net loss	$	(153	)	$	(66	)	$	(131	)	$	197		$	(153	)
Other comprehensive income, net of tax	1			—			1			(1		)	1
Comprehensive loss	$	(152	)	$	(66	)	$	(130	)	$	196		$	(152	)

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

Nine Months Ended September 30, 2016
Parent Guarantor Other Guarantors Non-Guarantors Eliminations Consolidated
(In millions)
Net income $ 99
$ 8
$ 136
$ (144 ) $ 99
Other comprehensive income, net of tax 7
—
6
(6 ) 7
Comprehensive income $ 106
$ 8
$ 142
$ (150 ) $ 106



	Six Months Ended June 30, 2016
	Parent Guarantor			Other Guarantors			Non-Guarantors		Eliminations			Consolidated
	(In millions)
Revenue:
Total revenue	$	512		$	99		$	8,601	$	(510	)	$	8,702
Expenses:
Medical care costs	31			—			7,151		—			7,182
Cost of service revenue	—			88			155		—			243
General and administrative expenses	436			9			756		(510		)	691
Premium tax expenses	—			—			218		—			218
Health insurer fee expenses	—			—			108		—			108
Depreciation and amortization	45			3			18		—			66
Total operating expenses	512			100			8,406		(510		)	8,508
Operating (loss) income	—			(1		)	195		—			194
Interest expense	50			—			—		—			50
(Loss) income before income taxes	(50		)	(1		)	195		—			144
Income tax (benefit) expense	(28		)	(1		)	116		—			87
Net (loss) income before equity in earnings of subsidiaries	(22		)	—			79		—			57
Equity in net earnings of subsidiaries	79			3			—		(82		)	—
Net income	$	57		$	3		$	79	$	(82	)	$	57

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME


	Nine Months Ended September 30, 2015											Six Months Ended June 30, 2016
	Parent Guarantor		Other Guarantors		Non-Guarantors		Eliminations			Consolidated		Parent Guarantor		Other Guarantors		Non-Guarantors		Eliminations			Consolidated
	(In millions)											(In millions)
Net income	$	113	$	17	$	138	$	(155	)	$	113	$	57	$	3	$	79	$	(82	)	$	57
Other comprehensive income, net of tax	1		—		—		—			1		8		—		7		(7		)	8
Comprehensive income	$	114	$	17	$	138	$	(155	)	$	114	$	65	$	3	$	86	$	(89	)	$	65

~~MOLINA HEALTHCARE, INC.~~CONDENSED CONSOLIDATING BALANCE SHEETS



	June 30, 2017
	Parent Guarantor		Other Guarantors			Non-Guarantors			Eliminations			Consolidated
	(In millions)
ASSETS
Current assets:
Cash and cash equivalents	$	109	$	32		$	2,838		$	—		$	2,979
Investments	56		—			2,136			—			2,192
Restricted investments	325		—			—			—			325
Receivables	2		30			974			—			1,006
Income taxes refundable	7		1			60			—			68
Due from (to) affiliates	137		(6		)	(131		)	—			—
Prepaid expenses and other current assets	70		21			68			—			159
Derivative asset	440		—			—			—			440
Total current assets	1,146		78			5,945			—			7,169
Property, equipment, and capitalized software, net	297		47			105			—			449
Deferred contract costs	—		93			—			—			93
Goodwill and intangible assets, net	56		72			543			—			671
Restricted investments	—		—			118			—			118
Investment in subsidiaries, net	2,597		181			—			(2,778		)	—
Deferred income taxes	10		(43		)	79			(10		)	36
Other assets	55		2			6			(16		)	47
	$	4,161	$	430		$	6,796		$	(2,804	)	$	8,583

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Medical claims and benefits payable	$	—	$	—		$	2,077		$	—		$	2,077
Amounts due government agencies	—		—			1,844			—			1,844
Accounts payable and accrued liabilities	170		35			170			—			375
Deferred revenue	—		49			235			—			284
Current portion of long-term debt	773		—			—			—			773
Derivative liability	440		—			—			—			440
Total current liabilities	1,383		84			4,326			—			5,793
Long-term debt	1,215		—			16			(16		)	1,215
Deferred income taxes	10		—			—			(10		)	—
Other long-term liabilities	32		1			21			—			54
Total liabilities	2,640		85			4,363			(26		)	7,062
Total stockholders’ equity	1,521		345			2,433			(2,778		)	1,521
	$	4,161	$	430		$	6,796		$	(2,804	)	$	8,583

CONDENSED CONSOLIDATING BALANCE SHEETS



	December 31, 2016
	Parent Guarantor		Other Guarantors			Non-Guarantors			Eliminations			Consolidated
	(In millions)
ASSETS
Current assets:
Cash and cash equivalents	$	86	$	6		$	2,727		$	—		$	2,819
Investments	178		—			1,580			—			1,758
Receivables	2		34			938			—			974
Income tax refundable	17		4			18			—			39
Due from (to) affiliates	104		(5		)	(99		)	—			—
Prepaid expenses and other current assets	58		30			43			—			131
Derivative asset	267		—			—			—			267
Total current assets	712		69			5,207			—			5,988
Property, equipment, and capitalized software, net	301		46			107			—			454
Deferred contract costs	—		86			—			—			86
Goodwill and intangible assets, net	58		73			629			—			760
Restricted investments	—		—			110			—			110
Investment in subsidiaries, net	2,609		246			—			(2,855		)	—
Deferred income taxes	10		—			—			—			10
Other assets	48		3			6			(16		)	41
	$	3,738	$	523		$	6,059		$	(2,871	)	$	7,449

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Medical claims and benefits payable	$	1	$	—		$	1,928		$	—		$	1,929
Amounts due government agencies	—		—			1,202			—			1,202
Accounts payable and accrued liabilities	146		34			205			—			385
Deferred revenue	—		40			275			—			315
Current portion of long-term debt	472		—			—			—			472
Derivative liability	267		—			—			—			267
Total current liabilities	886		74			3,610			—			4,570
Long-term debt	1,173		—			16			(16		)	1,173
Deferred income taxes	11		39			(35		)	—			15
Other long-term liabilities	19		1			22			—			42
Total liabilities	2,089		114			3,613			(16		)	5,800
Total stockholders’ equity	1,649		409			2,446			(2,855		)	1,649
	$	3,738	$	523		$	6,059		$	(2,871	)	$	7,449

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS


	Nine Months Ended September 30, 2016														Six Months Ended June 30, 2017
	Parent Guarantor			Other Guarantors			Non-Guarantors			Eliminations		Consolidated			Parent Guarantor			Other Guarantors			Non-Guarantors			Eliminations		Consolidated
	(In millions)														(In millions)
Operating activities:
Net cash provided by operating activities	$	43		35			555			—		$	633		$	90		$	44		$	538		$	—	$	672
Investing activities:
Purchases of investments	(114		)	—			(1,330		)	—		(1,444		)	(330		)	—			(1,306		)	—		(1,636		)
Proceeds from sales and maturities of investments	103			—			1,409			—		1,512			127			—			747			—		874
Purchases of property, equipment and capitalized software	(102		)	(28		)	(13		)	—		(143		)	(45		)	(9		)	(6		)	—		(60		)
Decrease in restricted investments	—			—			4			—		4
Net cash paid in business combinations	—			(11		)	(37		)	—		(48		)
Capital contributions to subsidiaries	(221		)	18			203			—		—
Dividends received from subsidiaries	50			—			(50		)	—		—
Increase in restricted investments held-to-maturity															—			—			(10		)	—		(10		)
Capital contributions to/from subsidiaries															(238		)	2			236			—		—
Dividends to/from subsidiaries															120			—			(120		)	—		—
Change in amounts due to/from affiliates	(12		)	1			11			—		—			(34		)	2			32			—		—
Other, net	6			(19		)	1			—		(12		)	—			(13		)	—			—		(13		)
Net cash (used in) provided by investing activities	(290		)	(39		)	198			—		(131		)
Net cash used in investing activities															(400		)	(18		)	(427		)	—		(845		)
Financing activities:
Proceeds from senior notes offerings, net of issuance costs															325			—			—			—		325
Proceeds from employee stock plans	10			—			—			—		10			11			—			—			—		11
Other, net	2			(1		)	—			—		1			(3		)	—			—			—		(3		)
Net cash provided by (used in) financing activities	12			(1		)	—			—		11
Net (decrease) increase in cash and cash equivalents	(235		)	(5		)	753			—		513
Net cash provided by financing activities															333			—			—			—		333
Net increase in cash and cash equivalents															23			26			111			—		160
Cash and cash equivalents at beginning of period	360			42			1,927			—		2,329			86			6			2,727			—		2,819
Cash and cash equivalents at end of period	$	125		$	37		$	2,680		$	—	$	2,842		$	109		$	32		$	2,838		$	—	$	2,979

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS


	Nine Months Ended September 30, 2015														Six Months Ended June 30, 2016
	Parent Guarantor			Other Guarantors			Non-Guarantors			Eliminations		Consolidated			Parent Guarantor			Other Guarantors			Non-Guarantors			Eliminations		Consolidated
	(In millions)														(In millions)
Operating activities:
Net cash provided by operating activities	$	93		70			743			—		$	906
Net cash (used in) provided by operating activities															$	(21	)	$	20		$	279		$	—	$	278
Investing activities:
Purchases of investments	(23		)	—			(1,288		)	—		(1,311		)	(67		)	—			(907		)	—		(974		)
Proceeds from sales and maturities of investments	90			—			773			—		863			67			—			745			—		812
Purchases of property, equipment and capitalized software	(68		)	(19		)	(14		)	—		(101		)	(73		)	(19		)	(10		)	—		(102		)
Decrease in restricted investments	—			5			(10		)	—		(5		)
Decrease in restricted investments held-to-maturity															—			—			5			—		5
Net cash paid in business combinations	—			—			(77		)	—		(77		)	—			(1		)	(7		)	—		(8		)
Capital contributions to subsidiaries	(167		)	3			164			—		—
Dividends received from subsidiaries	42			(17		)	(25		)	—		—
Capital contributions to/from subsidiaries															(106		)	2			104			—		—
Dividends to/from subsidiaries															50			—			(50		)	—		—
Change in amounts due to/from affiliates	(15		)	—			15			—		—			(13		)	2			11			—		—
Other, net	(1		)	(25		)	(8		)	—		(34		)	5			(12		)	1			—		(6		)
Net cash used in investing activities	(142		)	(53		)	(470		)	—		(665		)	(137		)	(28		)	(108		)	—		(273		)
Financing activities:
Proceeds from common stock offering, net of issuance costs	373			—			—			—		373
Proceeds from employee stock plans	8			—			—			—		8			10			—			—			—		10
Other, net	3			—			—			—		3			2			—			(1		)	—		1
Net cash provided by financing activities	384			—			—			—		384
Net increase in cash and cash equivalents	335			17			273			—		625
Net cash provided by (used in) financing activities															12			—			(1		)	—		11
Net (decrease) increase in cash and cash equivalents															(146		)	(8		)	170			—		16
Cash and cash equivalents at beginning of period	75			15			1,449			—		1,539			360			13			1,956			—		2,329
Cash and cash equivalents at end of period	$	410		$	32		$	1,722		$	—	$	2,164		$	214		$	5		$	2,126		$	—	$	2,345

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)

~~Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations~~

~~Forward Looking Statements~~FORWARD LOOKING STATEMENTS

This ~~Quarterly Report~~quarterly report on Form 10-Q contains forward-looking statements regarding our business, financial condition, and results of operations within the meaning of Section 27A of the Securities Act of 1933, or Securities Act, and Section 21E of the Securities Exchange Act of 1934, or Securities Exchange Act. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we are including this statement for purposes of complying with these safe harbor provisions. All statements, other than statements of historical facts, included in this ~~Quarterly Report~~quarterly report may be deemed to be forward-looking statements for purposes of the Securities Act and the Securities Exchange Act. Without limiting the foregoing, we use the words “anticipate(s),” “believe(s),” “estimate(s),” “expect(s),” “intend(s),” “may,” “plan(s),” “project(s),” “will,” “would,” “could,” “should” and similar expressions to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We cannot guarantee that we will actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and, accordingly, you should not place undue reliance on our forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from the forward-looking statements that we make. You should read these factors and the other cautionary statements as being applicable to all related forward-looking statements wherever they appear in this ~~Quarterly Report. Any forward-looking statement made by us in this Quarterly Report is based only on information currently available to us and speaks only as of the date on which it is made.~~quarterly report. We caution you that we do not undertake any obligation to update forward-looking statements made by us. Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from those projected, estimated, expected, or contemplated. Those known risks and uncertainties include, but are not limited to, the following:

the success of ~~our profit improvement~~the Restructuring Plan, including the timing of the benefits realized;

the numerous political and ~~cost-cutting initiatives;~~

market-based uncertainties ~~and evolving market and provider economics~~ associated with ~~the implementation of~~ the Affordable Care Act (the “ACA”), or “Obamacare,” including any potential repeal and replacement of the ~~Medicaid expansion,~~law, amendment of the insurance marketplaces, the effect of various implementing regulations, and uncertainties regarding the Medicare-Medicaid dual eligible demonstration programs in California, Illinois, Michigan, Ohio, South Carolina, and Texas;law, or move to state block grants for Medicaid;

the market dynamics surrounding the ACA Marketplaces, including but not limited to uncertainties associated with risk transfer requirements, the potential for disproportionate enrollment of higher acuity members, the withdrawal of cost sharing subsidies and/or premium tax credits, the adequacy of agreed rates, and potential disruption associated with market withdrawal;

subsequent adjustments to reported premium revenue based upon subsequent developments or new information, including changes to estimated amounts payable or receivable related to Marketplace risk adjustment/risk transfer, risk corridors, and reinsurance;

effective management of our medical ~~costs, including our ability to reduce over time the high medical costs commonly associated with new patient populations;~~

costs;

our ability to predict with a reasonable degree of accuracy utilization rates, including utilization rates ~~in new plans, geographies, and programs where we have less experience with patient and provider populations, and also including utilization rates~~ associated with seasonal flu patterns or other newly emergent diseases;

significant budget pressures on state governments and their potential inability to maintain current rates, to implement expected rate increases, or to maintain existing benefit packages or membership eligibility thresholds or criteria, including the payment of all amounts due to our Illinois health plan following the resolution of the Illinois budget impasse;

the success of our efforts to retain existing government contracts, including those in Florida, Illinois, New Mexico, Puerto Rico, and Texas, and to obtain new government contracts in connection with state requests for proposals (RFPs) in both existing and new states;

any adverse impact resulting from the significant changes to our executive leadership team and the rightsizing of our workforce;

the impact of our decision to exit the Utah and Wisconsin ACA Marketplace markets effective December 31, 2017;

our ability to manage ~~growth,~~our operations, including maintaining and creating adequate internal systems and controls relating to authorizations, approvals, provider payments, and the overall success of our care management initiatives;

our ability to consummate and realize benefits from ~~proposed~~ acquisitions ~~including the pending Aetna-Humana Medicare Advantage divestiture transaction;~~or divestitures;

our receipt of adequate premium rates to support increasing pharmacy costs, including costs associated with specialty drugs and costs resulting from formulary changes that allow the option of higher-priced non-generic drugs;

our ability to operate profitably in an environment where the trend in premium rate increases lags behind the trend in increasing medical costs;

the interpretation and implementation of federal or state medical cost expenditure floors, administrative cost and profit ceilings, premium stabilization programs, profit sharing arrangements, and risk adjustment provisions;

our estimates of amounts owed for such cost expenditure floors, administrative cost and profit ceilings, premium stabilization programs, profit-sharing arrangements, and risk adjustment ~~provisions, including but not limited to cost-plus reimbursement for retroactively eligible members in New Mexico,~~ provisions;

the Medicaid expansion cost corridors in California, New Mexico, and Washington, and any other retroactive adjustment to revenue where methodologies and procedures are subject to interpretation or ~~are at least partially~~ dependent upon information about the health status of ~~state or federal program~~ participants ~~who are not~~other than Molina members;

the interpretation and implementation of at-risk premium rules and state contract performance requirements regarding the achievement of certain quality measures, and our ability to recognize revenue amounts associated therewith;

the interpretation and implementation of state contract performance requirements regarding the achievement of certain quality measures, and our ability to avoid liquidated damages associated therewith;

cyber-attacks or other privacy or data security incidents resulting in an inadvertent unauthorized disclosure of protected health information;

the success of our health plan in Puerto Rico, including the resolution of the Puerto Rico debt crisis, payment of all amounts due under our Medicaid contract, the effect of the ~~newly enacted~~ PROMESA law, and our efforts to better manage the health care costs of our Puerto Rico health plan;

~~significant budget pressures on state governments~~

the success and their potential inability to maintain current rates, to implement expected rate increases, or to maintain existing benefit packages or membership eligibility thresholds or criteria, including the resolutionrenewal of ~~the~~our duals demonstration programs in California, Illinois, ~~budget impasse~~Michigan, Ohio, South Carolina, and ~~continued payment of all amounts due to our Illinois health plan;~~Texas;

the accurate estimation of incurred but not reported or paid medical costs across our health plans;

efforts by states to recoup previously paid and recognized premium amounts;

~~the success of our efforts to retain existing government contracts and to obtain new government contracts in connection with state requests for proposals (RFPs) in both existing and new states;~~

the continuation and renewal of the government contracts of our health plans, Molina Medicaid Solutions, and Pathways, and the terms under which such contracts are renewed;

complications, member confusion, or enrollment backlogs related to the annual renewal of Medicaid coverage;

government audits and reviews, or potential investigations, and any fine, sanction, enrollment freeze, or monitoring program, or premium recovery that may result ~~therefrom;~~therefrom, including any potential demand by the state of New Mexico to recover purportedly underpaid premium taxes;

changes with respect to our provider contracts and the loss of providers;

approval by state regulators of dividends and distributions by our health plan subsidiaries;

changes in funding under our contracts as a result of regulatory changes, programmatic adjustments, or other reforms;

high dollar claims related to catastrophic illness;

the favorable resolution of litigation, arbitration, or administrative proceedings;

the relatively small number of states in which we operate health plans;

the availability of adequate financing on acceptable terms to fund and capitalize our expansion and growth, repay our outstanding indebtedness at maturity and meet our liquidity needs, including the interest expense and other costs associated with such financing;

our failure to comply with the financial or other covenants in our credit agreement or the indentures governing our outstanding notes;

the sufficiency of our funds on hand to pay the amounts due upon conversion or maturity of our outstanding notes;

the failure of a state in which we operate to renew its federal Medicaid waiver;

changes generally affecting the managed care or Medicaid management information systems industries;

increases in government surcharges, taxes, and assessments, including but not limited to the deductibility of certain compensation costs;

newly emergent viruses or widespread epidemics, ~~including the Zika virus,~~ public catastrophes or terrorist attacks, and associated public alarm;

~~changes in general economic conditions, including unemployment rates;~~

~~the sufficiency of our funds on hand to pay the amounts due upon conversion of our outstanding notes;~~and

increasing competition and consolidation in the Medicaid industry.;

Investors should refer to ~~Part I, Item 1A~~the section entitled “Risk Factors” in each of our Annual Report on Form 10-K for the year ended December 31, ~~2015~~2016, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, and this Quarterly Report on Form 10-Q, for a discussion of certain risk factors that could materially affect our business, financial condition, cash flows, or results of operations. Given these risks and uncertainties, we can give no assurance that any results or events projected or contemplated by our forward-looking statements will in fact occur.

This document and the following discussion of our financial condition and results of operations should be read in conjunction with the accompanying consolidated financial statements and the notes to those statements appearing elsewhere in this report, and the audited financial statements and ~~Management's~~Management’s Discussion and Analysis appearing in our Annual Report on Form 10-K for the year ended December 31, ~~2015.~~2016.

~~Company Overview~~ABOUT MOLINA HEALTHCARE

OUR MISSION IS TO PROVIDE QUALITY HEALTHCARE TO PEOPLE RECEIVING GOVERNMENT ASSISTANCE.

OUR GOAL IS TO ACHIEVE OUR MISSION WHILE IMPROVING THE FINANCIAL STRENGTH OF OUR ORGANIZATION.

KEY PERFORMANCE INDICATORS

Non-GAAP Financial Measures

We use non-GAAP financial measures as supplemental metrics in evaluating our ~~behavioral~~financial performance, making financing and business decisions, and forecasting and planning for future periods. For these reasons, management believes such measures are useful supplemental measures to investors in comparing our performance to the performance of other public companies in the health care industry. These non-GAAP financial measures should be considered as supplements to, and ~~social services subsidiary, Pathways. As~~not as substitutes for or superior to, GAAP measures.

See further information regarding non-GAAP measures in the “Supplemental Information” section of ~~December 31, 2015, we changed our reporting structure as a result of~~this MD&A, including the ~~Pathways acquisition~~reconciliations to U.S. GAAP. Non-GAAP financial measures referred to in ~~November 2015. All prior periods reported conform to~~ this ~~presentation.~~report are designated with an asterisk (*).



	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
	(Dollar amounts in millions, except per-share amounts)
Net (loss) income	$	(230	)	$	33		$	(153	)	$	57
Net (loss) income per diluted share	$	(4.10	)	$	0.58		$	(2.74	)	$	1.01
MCR ⁽¹⁾	94.8		%	89.2		%	91.6		%	89.5		%
G&A ratio ⁽²⁾	8.1		%	8.1		%	8.5		%	7.9		%
Premium tax ratio ⁽¹⁾	2.4		%	2.6		%	2.3		%	2.6		%
Effective tax rate	26.8		%	59.8		%	16.0		%	60.7		%
Net profit margin ⁽²⁾	(4.6		)%	0.7		%	(1.5		)%	0.7		%
EBITDA*	$	(243	)	$	144		$	(40	)	$	270
Adjusted net (loss) income*	$	(225	)	$	38		$	(142	)	$	67
Adjusted net (loss) income per diluted share*	$	(4.01	)	$	0.67		$	(2.55	)	$	1.18

________________________


(1)	MCR represents medical care costs as a percentage of premium revenue; premium tax ratio represents premium tax expenses as a percentage of premium revenue plus premium tax revenue.


(2)	G&A ratio represents general and administrative expenses as a percentage of total revenue. Net profit margin represents net income as a percentage of total revenue.

~~Update on 2016 Financial Performance~~CONSOLIDATED RESULTS

~~Third Quarter 2016~~Three Months Ended June 30, 2017 Compared with ~~Second Quarter 2016~~Three Months Ended June 30, 2017

~~Third~~Net loss per diluted share was $4.10 in the second quarter ~~2016 financial performance improved significantly when~~of 2017 compared with net income per diluted share of $0.58 reported for the second quarter of 2016. ~~Earnings~~Adjusted net loss per diluted share* was $4.01 in the second quarter of 2017, compared with adjusted net income per diluted share ~~increased to $0.76 in the third quarter~~ of ~~2016 from $0.58 in the second quarter. Adjusted earnings per diluted share increased to $0.85 in the third quarter of 2016 from~~ $0.67 in the second ~~quarter.~~

~~Higher profitability in the third~~ quarter of ~~2016, when compared with~~2016. Loss before income tax benefit for the second quarter of ~~2016,~~2017 was ~~primarily~~$314 million.

Certain significant items contributed $330 million to the ~~result of:~~loss before income tax benefit. See further discussion of these items in the table below, in “Health Plans—Financial Performance by Program,” and “Other Consolidated Information.”

~~Improved profitability among products other than the Marketplace, partially offset by lower profitability for the Marketplace product.~~Excluding adjustments related to 2015 dates of service, the medical care ratio for all products combined (excluding Marketplace) declined to 89.6% in the third quarter from 90.3% in the second quarter. The medical care ratio increased to 94.8% in the second quarter of 2017 compared to 89.2% in the second quarter of 2016. See further discussion below in “Reportable Segments—Health Plans—Financial Overview.”

The following table summarizes the impact of the significant items:



Summary of Significant Items Affecting 2017 Financial Results
	Three Months Ended				Six Months Ended
	June 30, 2017				June 30, 2017
	(In millions, except per diluted share amounts)
	Amount		Per Diluted Share ⁽¹⁾		Amount			Per Diluted Share ⁽¹⁾
Impairment losses	$	72	$	1.01	$	72		$	1.02
Losses at behavioral health subsidiary exclusive of impairment	8		0.09		12			0.14
Medical care costs related to prior year service dates that were in excess of historical expectations	85		0.95		74			0.84
Marketplace adjustments related to risk transfer, cost sharing subsidies, and other items for 2016 service dates	44		0.49		47			0.53
Marketplace premium deficiency reserve for 2017 service dates	78		0.87		70			0.79
Restructuring and separation costs	43		0.68		43			0.68
Termination fee received for Terminated Medicare acquisition	—		—		(75		)	(0.84		)
	$	330	$	4.09	$	243		$	3.16

________________________


(1)	Except for certain items that are not deductible for tax purposes, per diluted share amounts are generally calculated at our statutory income tax rate of 37%, which is in excess of the effective tax rate recorded in our consolidated statements of operations.

Certain significant items increased loss before income tax benefit in the second quarter of 2017 by approximately $330 million. Specifically:

We recorded $72 million in non-cash impairment losses for goodwill and intangibles, primarily relating to our Pathways subsidiary. In the course of developing our restructuring and profitability improvement plan, we determined that future benefits to be derived from Pathways (including integration with our health plans) will be less than previously anticipated. While such impairment losses have a short-term impact on profitability, there is no impact to our cash flows. Pathways experienced operating losses of $8 million for the quarter ended June 30, 2017 and $12 million for the six months ended June 30, 2017.

Medical care costs related to 2016 service dates were significantly in excess of what the Company usually experiences for out-of-period claims development, particularly at the Florida, Illinois, New Mexico, and Puerto Rico health plans. In total, we experienced out-of-period claims development that was approximately $85 million higher than expected at December 31, 2016.

We recorded $44 million for Marketplace changes in estimates, including risk transfer and cost sharing subsidies, related to 2016 service dates. Liabilities for risk transfer payments and cost sharing subsidies that were estimated at December 31, 2016 were finalized during the second quarter of 2017.

Loss before income tax benefit increased by $78 million as a result of an increase to the premium deficiency reserve established for the Marketplace ~~program (also excluding adjustments related to 2015 dates of service)~~program. The reserve, which was $22 million at March 31, 2017, increased to ~~89.0% in the third quarter from 79.7%~~$100 million as of June 30, 2017. Based upon revenue and cost trends observed in the second ~~quarter. Although third~~ quarter ~~results for the Marketplace business were lower than anticipated,~~of 2017, we now believe that Marketplace performance ~~for full year 2016 dates of service will be approximately breakeven. We continue to record substantial liabilities for Marketplace risk transfer payments~~ ~~under the risk adjustment program.~~ We estimate that such payments reduced our Marketplace premium revenue by approximately 25% for the nine months ended September 30, 2016. We have recommended that the risk transfer formula be modified so that payments between health plans are allocated based solely upon medical costs, rather than upon premiums. Such a change would have lowered the percentage of premium revenue returned as a result of risk transfer from 25% to 20% for the nine months ended September 30, 2016. We believe that the methodology used to calculate Marketplace risk transfer payments penalizes comparatively efficient and affordable health plans and, as a result, those purchasing affordable Marketplace policies ultimately pay higher premiums.

~~Improved administrative efficiency. Our general and administrative expense ratio fell to~~ ~~7.6%~~ in ~~the third quarter of 2016 from 8.1% in the second quarter.~~

~~Lower effective tax rate.~~ ~~The benefit of approximately $5 million in discrete items reduced our effective tax rate to~~ ~~54.0%~~ ~~in the third quarter of 2016, from 59.8% in the second quarter.~~

~~Management Expectations for Full Year 2016 Results~~

~~As previously disclosed, we expect the following factors, among others, to affect our financial performance in the rest of 2016:~~

~~The ultimate savings to be realized from various cost savings initiatives and the speed at which such savings will be realized.~~

Medicaid rate increases (excluding Medicaid Expansion) of approximately 3.0% in California (effective July 1, 2016); approximately 2.5% in Puerto Rico (effective July 1, 2016); approximately 3.0% in Texas (effective September 1, 2016); and approximately 4.0% in Florida (effective September 1, 2016). All rate changes are consistent with our previous expectations.

Medicaid Expansion rate decreases of approximately 11.0% in California (effective July 1, 2016) and approximately 2.0% in Ohio (effective July 1, 2016). All rate changes are consistent with our previous expectations.

~~The implementation of a medical care ratio floor of 86.0% for the South Carolina Medicaid program effective July 1, 2016.~~

~~Declining margins for our Marketplace business during~~ the second half of ~~2016 due~~2017 will fall substantially short of previous expectations. Marketplace performance has been most disappointing in Florida, Utah, Washington, and Wisconsin.

We recorded $43 million in restructuring and separation costs in the second quarter of 2017 related primarily to ~~normal membership attrition;~~contractually required termination benefits paid to our former chief executive officer and chief financial officer. Also included in these costs are consulting fees incurred for the development and implementation of our corporate restructuring initiatives. See below in “Liquidity and Financial Condition—Future Sources and Uses of Liquidity,” and Notes to Consolidated Financial Statements, Note 11, “Restructuring and Separation Costs,” for further information.

Six Months ended June 30, 2017 Compared with Six Months Ended June 30, 2016

Net loss per diluted share was $2.74 in the first half of 2017 compared with net income per diluted share of $1.01 reported for the first half of 2016. Adjusted net loss per diluted share* was $2.55 in the first half of 2017, compared with adjusted net income per diluted share* of $1.18 in the first half of 2016. Loss before income tax benefit for the first half of 2017 was $153 million. These results were affected by several out-of-period adjustments as presented in the table, and as further described, above. In total, these adjustments increased pretax loss in the first half of 2017 by $243 million.

RESTRUCTURING AND PROFIT IMPROVEMENT PLAN

As a result of our poor operating performance and catalyzed by our change in management, we accelerated the implementation of a comprehensive restructuring and profitability improvement plan (the Restructuring Plan). Under the Restructuring Plan, we are taking the following actions:


1.	We are streamlining our organizational structure, including the elimination of redundant layers of management, the consolidation of regional support services, and other reductions to our workforce, to improve efficiency as well as the speed and quality of our decision-making.


2.	We are re-designing core operating processes such as provider payment, utilization management, quality monitoring and improvement, and information technology to achieve more effective and cost efficient outcomes.


3.	We are remediating high cost provider contracts and building around high quality, cost-effective networks.


4.	We are restructuring our existing direct delivery operations.


5.	We are reviewing our vendor base to ensure that we are partnering with the lowest-cost, most-effective vendors.


6.	Throughout this process, we are taking precautions to ensure that our actions do not impede our ability to continue to deliver quality health care, retain existing managed care contracts, and to secure new managed care contracts.

ACTION PLAN—2018 MARKETPLACE PERFORMANCE

In addition ~~of higher cost members through~~to the ~~special enrollment process; higher costs as members reach~~Restructuring Plan, we are taking these further steps to improve profitability in 2018:


1.	We are exiting the Utah and Wisconsin ACA Marketplaces effective December 31, 2017. For the three months ended June 30, 2017, these two health plans reported a total of $127 million in Marketplace premium revenue (16% of consolidated Marketplace premium revenue), and a combined Marketplace medical care ratio of 128%.


2.	In our remaining Marketplace plans, we are increasing 2018 premiums by 55%. The increase takes into account the absence of cost sharing reduction subsidies. Had we assumed that cost sharing reduction subsidies would be funded for 2018, the premium increase would have been 30%.


3.	We are also reducing the scope of our 2018 participation in the Washington Marketplace.


4.	We continue to closely monitor the current political and programmatic developments pertaining to our 2018 participation in other Marketplace states, and subject to those developments, will withdraw from 2018 participation as may be necessary.

TRENDS AND UNCERTAINTIES

ACA and the ~~limits~~Marketplace

The future of the ~~cost-sharing provisions~~Affordable Care Act (ACA) and its underlying programs, including the Marketplace, are subject to substantial uncertainty. We continue to advocate for federal policies to stabilize the Marketplace program.

Medicaid Contract Re-Procurement

The following table illustrates Health Plans segment Medicaid contracts scheduled for re-procurement in the near term. While we have been notified of ~~their insurance coverage;~~the Medicaid regulators’ intention to re-procure the contracts, the anticipated award dates and ~~increasing utilization as members become more engaged with our care networks.~~effective dates are management’s current best estimates. Such dates are subject to change and, in some cases, not yet known to us. Premium revenue is stated in millions.

~~Market Updates~~

~~Refer to Part I, Item 1 of this Form 10-Q,~~

Premium Revenue

Membership as of

Six Months Ended

Anticipated

State Health Plan

Medicaid Program(s)

June 30, 2017

Award Date

Effective Date

Florida

All

359,000

726

Q1 2018

1/1/2019

Illinois

All

159,000

259

Q3 2017

1/1/2018

New Mexico

All

234,000

605

Q1 2018

1/1/2019

Puerto Rico

All

322,000

362

Q1 2018

7/1/2018

Texas

All

191,000

920

Q3 2018

9/1/2019

Texas

CHIP

25,000

Q4 2017

9/1/2018

Washington Health Plan. As discussed in Notes to Consolidated Financial Statements, Note 1, ~~"Basis~~“Basis of Presentation,"” in May 2017, Molina Healthcare of Washington, Inc. was selected by the Washington State Health Care Authority to negotiate and enter into managed care contracts for ~~a discussion~~the North Central region of the ~~current year market updates.~~state’s Apple Health Integrated Managed Care Program. The start date for the new contract is scheduled for January 1, 2018.

~~Understanding Our Business~~REPORTABLE SEGMENTS

~~Health Plans Segment~~

~~The Health Plans segment consists of health plans in 12 states and the Commonwealth of Puerto Rico, and includes our direct delivery business. As of September 30, 2016, these health plans served~~ 4.2 million members eligible for Medicaid, Medicare, and other government-sponsored health care programs for low-income families and individuals. This membership includes Health Insurance Marketplace (Marketplace) members, most of whom receive government premium subsidies.

~~Health Plans Segment Membership by Health Plan and Program~~.~~The following tables set forth our Health Plans membership as of the dates indicated:~~

September 30,
2016 December 31,
2015 September 30,
2015
Ending Membership by Health Plan:
California 683,000
620,000
611,000
Florida 563,000
440,000
349,000
Illinois 195,000
98,000
101,000
Michigan 387,000
328,000
340,000
New Mexico 253,000
231,000
231,000
New York (1) 37,000
—
—
Ohio 339,000
327,000
344,000
Puerto Rico 331,000
348,000
356,000
South Carolina 109,000
99,000
102,000
Texas 352,000
260,000
263,000
Utah 150,000
102,000
102,000
Washington 716,000
582,000
568,000
Wisconsin 131,000
98,000
103,000
4,246,000
3,533,000
3,470,000
Ending Membership by Program:
Temporary Assistance for Needy Families (TANF) and Children's Health Insurance Program (CHIP) 2,529,000
2,312,000
2,249,000
Medicaid Expansion 658,000
557,000
540,000
Marketplace 568,000
205,000
226,000
Aged, Blind or Disabled (ABD) 395,000
366,000
359,000
Medicare-Medicaid Plan (MMP) – Integrated (2) 51,000
51,000
56,000
Medicare Special Needs Plans (Medicare) 45,000
42,000
40,000
4,246,000
3,533,000
3,470,000

~~_________________________~~


~~(1)~~	~~The New York health plan was acquired on August 1, 2016.~~


~~(2)~~	~~MMP members who receive both Medicaid and Medicare coverage from Molina Healthcare.~~

~~Health Plans Segment Premiums by Program~~.The amount of the premiums paid to our health plans may vary substantially between states and among various government programs. The following table sets forth the ranges of premiums paid to our state health plans by program on a per-member per-month (PMPM) basis, for the nine months ended September 30, 2016. The "Consolidated" column represents the weighted-average amounts for our total membership by program.

PMPM Premiums
Low High Consolidated
TANF and CHIP $ 120.00
$ 320.00
$ 180.00
Medicaid Expansion 320.00
480.00
380.00
Marketplace 160.00
360.00
230.00
ABD 390.00
1,530.00
990.00
MMP – Integrated 1,170.00
3,290.00
2,160.00
Medicare 780.00
1,110.00
1,020.00

~~Health Plans Segment Medical Care Costs by Type.~~ ~~The following table provides the details of consolidated medical care costs by type for the periods indicated (dollars in millions except PMPM amounts):~~

Three Months Ended September 30,
2016 2015
Amount PMPM % of Total Amount PMPM % of Total
Fee for service $ 2,799
$ 220.29
74.7 % $ 2,224
$ 218.69
73.8 %
Pharmacy 567
44.65
15.1
418
41.07
13.9
Capitation 302
23.83
8.1
260
25.57
8.6
Direct delivery 21
1.66
0.5
31
2.97
1.0
Other 59
4.58
1.6
83
8.19
2.7
$ 3,748
$ 295.01
100.0 % $ 3,016
$ 296.49
100.0 %

Nine Months Ended September 30,
2016 2015
Amount PMPM
% of
Total
Amount PMPM
% of
Total
Fee for service $ 8,156
$ 215.96
74.6 % $ 6,275
$ 217.63
73.1 %
Pharmacy 1,621
42.93
14.8
1,161
40.26
13.5
Capitation 901
23.86
8.3
725
25.13
8.5
Direct delivery 55
1.46
0.5
85
2.94
1.0
Other 197
5.20
1.8
335
11.62
3.9
$ 10,930
$ 289.41
100.0 % $ 8,581
$ 297.58
100.0 %

~~Molina Medicaid Solutions Segment~~

The Molina Medicaid Solutions segment provides support to state government agencies in the administration of their Medicaid programs including business processing, information technology development, and administrative services. Molina Medicaid Solutions is under contract with the Medicaid agencies in Idaho, Louisiana, Maine, New Jersey, West Virginia, and the U.S. Virgin Islands, and drug rebate administration services in Florida.

~~Other Segment~~

The Other segment includes businesses, such as our Pathways behavioral health and social services provider, which do not meet the quantitative thresholds for a reportable segment as defined by U.S. generally accepted accounting principles (GAAP), as well as corporate amounts not allocated to other reportable segments.

How We Assess Performance

We derive our revenues primarily from health insurance premiums, and our primary customers are state Medicaid agencies and the federal government.

One of the key metrics used to assess the performance of our most significant segment, the Health Plans segment, is the medical care ~~ratio.~~ratio, or MCR. The medical care ratio represents ~~the amount of~~ medical care costs as a percentage of premium revenue. Therefore, the underlying gross margin, or the amount earned by the Health Plans segment after medical costs are deducted from premium revenue, is the most important measure of earnings reviewed by management.

Gross margin for our Health Plans segment is referred to as ~~"Medical~~“Medical margin,"” and for our Molina Medicaid Solutions and Other segments, as ~~"Service~~“Service margin."” The service margin is equal to service revenue minus cost of service revenue. ~~The following table presents gross margin for our segments. Management's~~Management’s discussion and analysis of the changes in the individual components of gross

margin, by reportable segment, is presented ~~below under "Results~~in the “Health Plans—Financial Overview,” “Molina Medicaid Solutions—Financial Overview,” and “Other—Financial Overview” sections, respectively, of ~~Operations."~~this MD&A.

SEGMENT SUMMARY

Three Months Ended September 30, Change Nine Months Ended September 30, Change
2016 2015 $ % 2016 2015 $ %
(Dollars in millions)
Health Plans:
Premium revenue $ 4,191
$ 3,377
$ 814
24 % $ 12,215
$ 9,652
$ 2,563
27 %
Less: medical care costs 3,748
3,016
732
24
10,930
8,581
2,349
27
Medical margin $ 443
$ 361
$ 82
23
$ 1,285
$ 1,071
$ 214
20
Medical care ratio 89.4 % 89.3 % 89.5 % 88.9 %
Molina Medicaid Solutions:
Service revenue $ 48
$ 47
$ 1
2
$ 146
$ 146
$ —
—
Less: cost of service revenue 42
34
8
24
129
103
26
25
Service margin $ 6
$ 13
$ (7 ) (54 ) $ 17
$ 43
$ (26 ) (60 )
Service cost ratio 86.7 % 72.7 % 88.3 % 70.4 %
Other:
Service revenue $ 85
$ —

$ 262
$ —

Less: cost of service revenue 77
—

233
—

Service margin $ 8
$ —

$ 29
$ —

Service cost ratio 90.3 % — % 89.0 % — %



	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
	(In millions)
Segment gross margin:
Health Plans medical margin ⁽¹⁾	$	249		$	435		$	786		$	842
Molina Medicaid Solutions service margin ⁽²⁾	4			5			8			11
Other ⁽²⁾	1			14			6			21
Total segment gross margin	254			454			800			874
Other operating revenues ⁽³⁾	130			195			255			403
Other operating expenses ⁽⁴⁾	(671		)	(544		)	(1,260		)	(1,083		)
Operating (loss) income	(287		)	105			(205		)	194
Other expenses (income), net	27			25			(22		)	50
(Loss) income before income tax expense	(314		)	80			(183		)	144
Income tax (benefit) expense	(84		)	47			(30		)	87
Net (loss) income	$	(230	)	$	33		$	(153	)	57

~~Our Use of Non-GAAP Financial Measures~~

We use two non-GAAP financial measures as supplemental metrics in evaluating our financial performance, making financing and business decisions, and forecasting and planning for future periods. For these reasons, management believes such measures are useful supplemental measures to investors in comparing our performance to the performance of other public companies in the health care industry. These non-GAAP financial measures should be considered as supplements to, and not as substitutes for or superior to, GAAP measures. The year over year changes for the individual components of both of these measures are described below in "Results of Operations."

The first of these non-GAAP measures is earnings before interest, taxes, depreciation and amortization (EBITDA). We believe that EBITDA is particularly helpful in assessing our ability to meet the cash demands of our operating units. The following table reconciles net income, which we believe to be the most comparable GAAP measure, to EBITDA.

Three Months Ended September 30, Nine Months Ended September 30,
2016 2015 2016 2015
(In millions)
Net income $ 42
$ 46
$ 99
$ 113
Adjustments:
Depreciation, and amortization of intangible assets and capitalized software 42
29
118
87
Interest expense 26
15
76
45
Income tax expense 50
52
137
153
EBITDA $ 160
$ 142
$ 430
$ 398

The second of these non-GAAP measures is adjusted net income (including adjusted net income per diluted share). We believe that adjusted net income per diluted share is very helpful in assessing our financial performance exclusive of the non-cash impact of the amortization of purchased intangibles. The following table reconciles net income, which we believe to be the most comparable GAAP measure, to adjusted net income.

Three Months Ended September 30, Nine Months Ended September 30,
2016 2015 2016 2015
(In millions, except diluted per-share amounts)
Net income $ 42
$ 0.76
$ 46
$ 0.77
$ 99
$ 1.77
$ 113
2.07
Adjustment, net of tax:
Amortization of intangible assets 5
0.09
2
0.04
15
0.26
8
0.15
Adjusted net income (1) $ 47
$ 0.85
$ 48
$ 0.81
$ 114
$ 2.03
$ 121
$ 2.22

~~__________________________~~_______________________


(1)	~~Beginning in the first quarter~~Represents premium revenue minus medical care costs.


(2)	Represents service revenue minus cost of ~~2016, we revised our calculation of adjusted net income. We no longer subtract “Amortization of convertible senior notes~~service revenue.


(3)	Other operating revenues include premium tax revenue, health insurer fee revenue, investment income and lease financing obligations” from net income to arrive at adjusted net income. We made this change because various capital transactions completed in 2015 reduced our relative reliance on convertible notesother revenue.

(4)

Other operating expenses include general and lease financing as sources of capital. We believe that this change enhances the comparability of these non-GAAP measures with the corresponding non-GAAP measures used by our competitors. All periods presented conform to this presentation.administrative expenses, premium tax expenses, health insurer fee expenses, depreciation and amortization, impairment losses, and restructuring and separation costs.

~~Results~~HEALTH PLANS

The Health Plans segment consists of ~~Operations~~health plans operating in 12 states and the Commonwealth of Puerto Rico, and includes our direct delivery business. As of June 30, 2017, these health plans served approximately 4.7 million members eligible for Medicaid, Medicare, and other government-sponsored health care programs for low-income families and individuals. This membership includes Affordable Care Act Marketplace (Marketplace) members, most of whom receive government premium subsidies.

BUSINESS OVERVIEW

Recent Developments — Health Plans Segment

~~Three Months Ended September~~Refer to Notes to Consolidated Financial Statements, Note 1, “Basis of Presentation.”

Health Plans Membership

The following tables set forth our Health Plans membership as of the dates indicated:



	June 30, 2017	December 31, 2016	June 30, 2016
Ending Membership by Program:
Temporary Assistance for Needy Families (TANF) and Children’s Health Insurance Program (CHIP)	2,517,000	2,536,000	2,500,000
Marketplace	949,000	526,000	597,000
Medicaid Expansion	678,000	673,000	654,000
Aged, Blind or Disabled (ABD)	408,000	396,000	387,000
Medicare-Medicaid Plan (MMP) – Integrated ⁽¹⁾	54,000	51,000	51,000
Medicare Special Needs Plans (Medicare)	44,000	45,000	44,000
	4,650,000	4,227,000	4,233,000
Ending Membership by Health Plan:
California	766,000	683,000	680,000
Florida	672,000	553,000	565,000
Illinois	163,000	195,000	201,000
Michigan	414,000	391,000	393,000
New Mexico	266,000	254,000	251,000
New York ⁽²⁾	34,000	35,000	—
Ohio	351,000	332,000	341,000
Puerto Rico	322,000	330,000	336,000
South Carolina	112,000	109,000	105,000
Texas	465,000	337,000	367,000
Utah	167,000	146,000	151,000
Washington	788,000	736,000	709,000
Wisconsin	130,000	126,000	134,000
	4,650,000	4,227,000	4,233,000

_________________________


(1)	MMP members receive both Medicaid and Medicare coverage from Molina Healthcare.


(2)	The New York health plan was acquired on August 1, 2016.

Premiums by Program

The amount of the premiums paid to our health plans may vary substantially between states and among various government programs. The following table sets forth the ranges of premiums paid to our state health plans by program on a per member per month (PMPM) basis, for the six months ended June 30, ~~2016 Compared with Three Months Ended September 30, 2015~~2017. The “Consolidated” column represents the weighted-average amounts for our total membership by program.

~~Strong enrollment growth generated approximately $814 million, or 24%, more~~



	PMPM Premiums
	Low		High		Consolidated
TANF and CHIP	$	120.00	$	320.00	$	180.00
Marketplace	180.00		440.00		270.00
Medicaid Expansion	320.00		510.00		390.00
ABD	370.00		1,490.00		1,030.00
MMP – Integrated	1,220.00		3,250.00		2,150.00
Medicare	910.00		1,240.00		1,100.00

FINANCIAL OVERVIEW

In the second quarter of 2017, premium revenue ~~in the third quarter of 2016 compared with the third quarter of 2015. Enrollment growth was primarily due to~~ increased ~~Marketplace enrollment, and acquisitions that added Medicaid membership. Consolidated premium revenue measured on a PMPM basis was essentially unchanged in the third quarter of 2016~~approximately 18%, or $711 million, when compared with the ~~third~~second quarter of ~~2015.~~

~~The medical~~2016. Member months grew 11% while revenue PMPM increased 7%. Medical care ~~ratio~~costs as a percent of premium revenue increased ~~slightly~~ to ~~89.4%~~94.8% in the ~~third~~second quarter of ~~2016,~~2017 from ~~89.3%~~89.2% in the ~~third~~second quarter of 2015. This increase was driven by lower percentage margins for Medicaid Expansion and Marketplace membership which more than offset higher margins for TANF and ABD combined. Consolidated medical care costs measured on a PMPM basis were nearly constant2016. Medical margin decreased 43% in the ~~third~~second quarter of ~~2016~~2017 from the second quarter of 2016.

In the six months ended June 30, 2017, premium revenue increased approximately 17%, or $1,364 million, when compared with the ~~third quarter~~six months ended June 30, 2016. Member months grew 13% while revenue PMPM increased 4%. Medical care costs as a percent of ~~2015.~~premium revenue increased to 91.6% in the six months ended June 30, 2017 from 89.5% in the six months ended June 30, 2016. Medical margin decreased 7% in the six months ended June 30, 2017 from the six months ended June 30, 2016.

~~Financial Performance by Program.~~ FINANCIAL PERFORMANCE BY PROGRAM

The following tables ~~present the components of~~summarize member months, premium revenue, ~~and~~ medical care costs, medical care ratio and medical margin by program for the periods indicated (PMPM amounts are in whole dollars; member months and other dollar amounts are in millions).:


	Three Months Ended September 30, 2016															Three Months Ended June 30, 2017
	Member Months⁽¹⁾	Premium Revenue				Medical Care Costs				MCR⁽²⁾			Medical Margin			Member Months ⁽¹⁾			Premium Revenue								Medical Care Costs							MCR ⁽²⁾			Medical Margin
	Member Months⁽¹⁾	Total		PMPM		Total		PMPM					Medical Margin			Member Months ⁽¹⁾		Total				PMPM				Total				PMPM				MCR ⁽²⁾			Medical Margin
TANF and CHIP	7.6	$	1,373	$	180.74	$	1,246	$	164.04	MCR⁽²⁾	90.8	%		$	127		7.6			$	1,391			$	182.47			$	1,315			$	172.48		94.5	%		$	76
Medicaid Expansion	2.0	763		386.98		642		325.68		84.2			121			2.1			786				383.07				689				335.26			87.5			97
Marketplace	1.7	399		238.86		352		210.38		88.1			47
ABD	1.1	1,186		1,008.28		1,094		929.93		92.2			92			1.2			1,285				1,053.89				1,245				1,020.85			96.9			40
Total Medicaid																10.9			3,462				317.79				3,249				298.10			93.8			213
MMP	0.2	334		2,165.26		280		1,818.75		84.0			54			0.1			361				2,217.44				333				2,050.20			92.5			28
Medicare	0.1	136		1,019.19		134		1,003.85		98.5			2			0.2			148				1,126.14				126				963.34			85.5			22
Total Medicare																0.3			509				1,730.91				459				1,565.65			90.5			50
Excluding Marketplace																11.2			3,971				354.87				3,708				331.36			93.4			263
Marketplace																2.8			769				267.37				783				272.37			101.9			(14		)
	12.7	$	4,191	$	329.88	$	3,748	$	295.01	89.4	%		$	443		14.0			$	4,740			$	336.98			$	4,491			$	319.29		94.8	%		$	249


	Three Months Ended September 30, 2015															Three Months Ended June 30, 2016
	Member Months⁽¹⁾	Premium Revenue				Medical Care Costs				MCR⁽²⁾			Medical Margin			Member Months ⁽¹⁾			Premium Revenue								Medical Care Costs							MCR ⁽²⁾			Medical Margin
	Member Months⁽¹⁾	Total		PMPM		Total		PMPM					Medical Margin			Member Months ⁽¹⁾		Total				PMPM				Total				PMPM				MCR ⁽²⁾			Medical Margin
TANF and CHIP	6.6	$	1,139	$	171.16	$	1,070	$	160.85	MCR⁽²⁾	94.0	%		$	69		7.5			$	1,302			$	173.57			$	1,202			$	160.26		92.3	%		$	100
Medicaid Expansion	1.5	565		366.80		458		297.16		81.0			107			1.9			742				378.19				634				323.56			85.6			108
Marketplace	0.6	170		262.74		124		192.21		73.2			46
ABD	1.1	1,070		1,017.68		979		931.11		91.5			91			1.2			1,168				991.38				1,038				881.80			88.9			130
Total Medicaid																10.6			3,212				301.86				2,874				270.27			89.5			338
MMP	0.2	310		1,975.10		271		1,718.13		87.0			39			0.2			315				2,093.29				270				1,792.78			85.6			45
Medicare	0.1	123		1,002.50		114		930.43		92.8			9			0.2			129				997.44				127				974.30			97.7			2
Total Medicare																0.4			444				1,584.77				397				1,412.96			89.2			47
Excluding Marketplace																11.0			3,656				334.86				3,271				299.67			89.5			385
Marketplace																1.8			373				206.88				323				178.79			86.4			50
	10.1	$	3,377	$	332.05	$	3,016	$	296.49	89.3	%		$	361		12.8			$	4,029			$	316.72			$	3,594			$	282.54		89.2	%		$	435

~~____________________~~



	Six Months Ended June 30, 2017
	Member Months ⁽¹⁾	Premium Revenue				Medical Care Costs				MCR ⁽²⁾		Medical Margin
	Member Months ⁽¹⁾	Total		PMPM		Total		PMPM		MCR ⁽²⁾		Medical Margin
TANF and CHIP	15.3	$	2,793	$	182.58	$	2,619	$	171.25	93.8	%	$	174
Medicaid Expansion	4.1	1,603		390.88		1,378		335.88		85.9		225
ABD	2.4	2,481		1,030.68		2,375		986.54		95.7		106
Total Medicaid	21.8	6,877		315.39		6,372		292.22		92.7		505
MMP	0.3	705		2,152.75		640		1,954.15		90.8		65
Medicare	0.3	286		1,097.36		243		933.20		85.0		43
Total Medicare	0.6	991		1,685.72		883		1,502.36		89.1		108
Excluding Marketplace	22.4	7,868		351.35		7,255		323.98		92.2		613
Marketplace	5.7	1,520		264.77		1,347		234.62		88.6		173
	28.1	$	9,388	$	333.68	$	8,602	$	305.74	91.6	%	$	786



	Six Months Ended June 30, 2016
	Member Months ⁽¹⁾	Premium Revenue				Medical Care Costs				MCR ⁽²⁾		Medical Margin
	Member Months ⁽¹⁾	Total		PMPM		Total		PMPM		MCR ⁽²⁾		Medical Margin
TANF and CHIP	14.9	$	2,626	$	176.00	$	2,400	$	160.85	91.4	%	$	226
Medicaid Expansion	3.8	1,421		371.82		1,208		316.13		85.0		213
ABD	2.4	2,280		976.58		2,079		890.71		91.2		201
Total Medicaid	21.1	6,327		300.19		5,687		269.86		89.9		640
MMP	0.3	655		2,157.55		587		1,932.73		89.6		68
Medicare	0.3	260		1,013.04		251		977.35		96.5		9
Total Medicare	0.6	915		1,633.08		838		1,494.92		91.5		77
Excluding Marketplace	21.7	7,242		334.74		6,525		301.61		90.1		717
Marketplace	3.4	782		228.19		657		191.62		84.0		125
	25.1	$	8,024	$	320.17	$	7,182	$	286.57	89.5	%	$	842

_______________________


(1)	A member month is defined as the aggregate of each month’s ending membership for the period presented.


(2)	~~"MCR"~~“MCR” represents medical costs as a percentage of premium revenue.

~~The following discussion highlights the primary drivers of our performance, by program.~~

Medicaid: TANF/CHIP, Medicaid ~~TANF, CHIP~~Expansion and ABD~~. Medical~~

The medical care ratios ~~for~~of the ~~TANF,~~ combined TANF/CHIP, Medicaid Expansion and ABD programs ~~fluctuated among~~increased to 93.8% in the second quarter of 2017, from 89.5% in the second quarter of 2016.

As noted above, medical care costs recognized in the second quarter of 2017 for services delivered in 2016 were significantly in excess of what we usually experience for out-of-period claims development. Favorable run-out of our reported in “Medical claims and benefits payable” as of December 31, 2016, was $85 million less than our typical experience, and was reflected in higher medical care costs for the quarter. This development was most notable at our Florida, Illinois, New Mexico, and Puerto Rico health plans. Additionally, those same health plans ~~between~~experienced higher than expected current period medical care costs.

The medical care ratios of the ~~third quarters~~combined TANF/CHIP, Medicaid Expansion and ABD programs increased to 92.7% in the six months ended June 30, 2017, from 89.9% in the six months ended June 30, 2016, primarily due to the reasons noted above for the increased medical care ratio in the second quarter of ~~2016~~2017.

MMP and ~~2015.~~ Medicare

The medical care ratio ~~on a consolidated basis~~for these programs, in the aggregate, increased in the second quarter of 2017 when compared with the second quarter of 2016. However, for the ~~ABD program was consistent between~~six months ended June 30, 2017, compared with the ~~third quarters of~~six months ended June 30, 2016, ~~and 2015.~~ the aggregated medical care ratio for these two programs decreased.

Marketplace

The medical care ratio ~~on a consolidated basis~~ for the ~~TANF and CHIP programs combined fell~~Marketplace program increased to 101.9% in the ~~third~~second quarter of ~~2016 when compared~~2017, from 86.4% in the second quarter of 2016.

The medical care ratio for the Marketplace program increased to 88.6% in the six months ended June 30, 2017, from 84.0% in the six months ended June 30, 2016.

In the second quarter of 2017, we recorded an increase to the ~~third~~premium deficiency reserve established for the Marketplace program. The reserve, which was $22 million at March 31, 2017, increased to $100 million as of June 30, 2017. In addition, we recorded $44 million for Marketplace changes in estimates, including risk transfer and cost sharing subsidies, related to 2016 service dates. Liabilities for risk transfer payments and cost sharing subsidies that were estimated at December 31, 2016 were finalized during the second quarter of ~~2015. Lower medical care ratios for~~2017.

In the ~~Florida, Illinois and New Mexico health plans more than offset higher or flat medical care ratios in other health plans.~~first half of 2016, adjustments related to 2015 dates of service reduced Marketplace pretax income by approximately $68 million.

~~Medicaid Expansion~~. Member months increased ~~28%~~68% in the ~~third~~second quarter of ~~2016,~~2017, when compared with the ~~third~~second quarter of ~~2015,~~2016, as a result of membership growth primarily in ~~all states, but higher medical care ratios in Michigan,~~California, Florida and Texas.

FINANCIAL PERFORMANCE BY STATE

The ongoing poor performance at our Florida, Illinois, New Mexico ~~Ohio~~ and ~~Washington led~~Puerto Rico health plans in 2017 all contributed to ~~an increase~~our disappointing financial performance in the ~~consolidated medical care ratio for the Expansion program, when compared with the third~~second quarter of ~~2015.~~

~~Marketplace.~~ Marketplace member months increased by almost 160% in the third quarter of 2016 when compared with the third quarter of 2015. The medical care ratio of aggregate Marketplace membership increased substantially in the third quarter of 2016 when compared with the third quarter of 2015, primarily as a result of lower revenue due to increased liabilities for the Marketplace risk adjustment program.

~~MMP and Medicare.~~ ~~Membership, revenue and medical care ratios were consistent on a consolidated basis for the MMP and Medicare programs when comparing the third quarter of 2016 with the third quarter of 2015.~~

~~Financial Performance by State Health Plan.~~ 2017. The following tables summarize member months, premium revenue, medical care costs, medical care ratio, and medical margin by state health plan for the periods indicated (PMPM amounts are in whole dollars; member months and other dollar amounts are in millions):


	Three Months Ended September 30, 2016															Three Months Ended June 30, 2017
	Member Months⁽¹⁾	Premium Revenue				Medical Care Costs				MCR⁽²⁾			Medical Margin			Member Months			Premium Revenue								Medical Care Costs							MCR			Medical Margin
	Member Months⁽¹⁾	Total		PMPM		Total		PMPM					Medical Margin			Member Months		Total				PMPM				Total				PMPM				MCR			Medical Margin
California	2.1	$	612	$	298.05	$	523	$	254.11	MCR⁽²⁾	85.3	%		$	89		2.4			$	679			$	294.09			$	606			$	262.34		89.2	%		$	73
Florida	1.6	494		297.24		462		277.79		93.5			32			2.0			649				318.21				687				337.39			106.0			(38		)
Illinois	0.6	163		275.26		145		244.86		89.0			18			0.5			149				289.51				174				336.76			116.3			(25		)
Michigan	1.2	387		334.25		337		290.16		86.8			50			1.2			406				325.38				368				295.06			90.7			38
New Mexico	0.8	338		440.12		304		396.35		90.1			34			0.8			352				435.34				334				411.83			94.6			18
New York (3)	0.1	32		427.40		30		403.71		94.5			2
New York ⁽¹⁾																0.1			46				457.96				45				442.16			96.5			1
Ohio	1.0	501		491.51		424		415.87		84.6			77			1.0			553				527.14				516				490.75			93.1			37
Puerto Rico	1.0	184		183.46		167		167.44		91.3			17			0.9			179				184.28				189				194.42			105.5			(10		)
South Carolina	0.3	102		312.28		94		285.97		91.6			8			0.4			111				326.57				102				304.14			93.1			9
Texas	1.1	597		559.98		525		493.07		88.1			72			1.4			701				495.93				602				426.41			86.0			99
Utah	0.4	106		236.31		104		230.53		97.6			2			0.5			130				258.10				129				255.00			98.8			1
Washington	2.1	569		265.48		521		243.49		91.7			48			2.4			662				279.21				595				251.16			90.0			67
Wisconsin	0.4	103		262.32		90		231.86		88.4			13			0.4			120				303.59				135				342.43			112.8			(15		)
Other (4)	—	3		—		22		—		—			(19		)
Other ⁽²⁾																—			3				—				9				—			—			(6		)
	12.7	$	4,191	$	329.88	$	3,748	$	295.01	89.4	%		$	443		14.0			$	4,740			$	336.98			$	4,491			$	319.29		94.8	%		$	249

	Three Months Ended September 30, 2015
	Member Months⁽¹⁾	Premium Revenue				Medical Care Costs				MCR⁽²⁾			Medical Margin
	Member Months⁽¹⁾	Total		PMPM		Total		PMPM
California	1.9	$	524	$	288.45	$	438	$	241.09	MCR⁽²⁾	83.6	%	Medical Margin				$	86
Florida	0.9	300		299.33		265		264.39		88.3			35
Illinois	0.3	106		347.34		100		327.61		94.3			6
Michigan	0.9	281		330.00		236		276.61		83.8			45
New Mexico	0.7	297		421.76		275		390.26		92.5			22
New York (3)	—	—		—		—		—		—			—
Ohio	1.0	510		498.36		436		425.98		85.5			74
Puerto Rico	1.0	181		170.91		162		152.69		89.3			19
South Carolina	0.3	86		264.37		68		211.76		80.1			18
Texas	0.8	524		661.69		493		622.84		94.1			31
Utah	0.3	85		276.72		77		250.50		90.5			8
Washington	1.7	400		238.03		371		221.14		92.9			29
Wisconsin	0.3	71		232.32		57		184.94		79.6			14
Other (4)	—	12		—		38		—		—			(26		)
	10.1	$	3,377	$	332.05	$	3,016	$	296.49	89.3	%		$	361



	Three Months Ended June 30, 2016
	Member Months	Premium Revenue				Medical Care Costs				MCR		Medical Margin
	Member Months	Total		PMPM		Total		PMPM		MCR		Medical Margin
California	2.0	$	554	$	268.95	$	493	$	239.63	89.1	%	$	61
Florida	1.8	464		273.90		426		251.69		91.9		38
Illinois	0.6	154		256.17		137		227.71		88.9		17
Michigan	1.2	369		312.18		334		282.86		90.6		35
New Mexico	0.8	342		451.72		305		403.52		89.3		37
New York ⁽¹⁾	—	—		—		—		—		—		—
Ohio	1.0	483		473.91		433		424.87		89.7		50
Puerto Rico	1.0	170		169.04		175		173.49		102.6		(5		)
South Carolina	0.3	87		277.22		71		226.27		81.6		16
Texas	1.1	635		571.14		499		448.23		78.5		136
Utah	0.5	110		240.26		106		233.12		97.0		4
Washington	2.1	559		264.40		500		236.32		89.4		59
Wisconsin	0.4	99		244.88		96		235.88		96.3		3
Other ⁽²⁾	—	3		—		19		—		—		(16		)
	12.8	$	4,029	$	316.72	$	3,594	$	282.54	89.2	%	$	435



	Six Months Ended June 30, 2017
	Member Months	Premium Revenue				Medical Care Costs				MCR		Medical Margin
	Member Months	Total		PMPM		Total		PMPM		MCR		Medical Margin
California	4.6	$	1,323	$	290.56	$	1,116	$	245.02	84.3	%	$	207
Florida	4.1	1,305		317.53		1,245		303.09		95.5		60
Illinois	1.1	310		282.66		354		322.63		114.1		(44		)
Michigan	2.5	799		321.10		707		284.24		88.5		92
New Mexico	1.6	682		421.11		652		402.27		95.5		30
New York ⁽¹⁾	0.2	92		449.48		87		425.72		94.7		5
Ohio	2.1	1,094		521.57		995		473.95		90.9		99
Puerto Rico	1.9	362		185.40		354		181.24		97.8		8
South Carolina	0.7	216		321.85		200		298.79		92.8		16
Texas	2.8	1,385		491.46		1,204		427.48		87.0		181
Utah	1.0	264		261.42		252		248.77		95.2		12
Washington	4.7	1,304		276.99		1,176		249.79		90.2		128
Wisconsin	0.8	247		307.50		243		302.95		98.5		4
Other ⁽²⁾	—	5		—		17		—		—		(12		)
	28.1	$	9,388	$	333.68	$	8,602	$	305.74	91.6	%	$	786



	Six Months Ended June 30, 2016
	Member Months	Premium Revenue				Medical Care Costs				MCR		Medical Margin
	Member Months	Total		PMPM		Total		PMPM		MCR		Medical Margin
California	4.0	$	1,095	$	271.14	$	962	$	238.30	87.9	%	$	133
Florida	3.4	953		284.53		839		250.58		88.1		114
Illinois	1.2	303		261.43		269		232.06		88.8		34
Michigan	2.4	756		316.18		681		285.13		90.2		75
New Mexico	1.5	678		450.62		601		399.17		88.6		77
New York ⁽¹⁾	—	—		—		—		—		—		—
Ohio	2.0	971		481.44		882		437.35		90.8		89
Puerto Rico	2.0	351		172.98		349		171.95		99.4		2
South Carolina	0.6	171		276.61		138		223.58		80.8		33
Texas	2.2	1,255		575.87		1,074		492.65		85.5		181
Utah	0.9	224		252.08		208		234.46		93.0		16
Washington	4.1	1,065		260.05		958		233.84		89.9		107
Wisconsin	0.8	196		247.57		188		236.92		95.7		8
Other ⁽²⁾	—	6		—		33		—		—		(27		)
	25.1	$	8,024	$	320.17	$	7,182	$	286.57	89.5	%	$	842


(1)	~~A member month is defined as the aggregate of each month’s ending membership for the period presented.~~


~~(2)~~	~~"MCR" represents medical costs as a percentage of premium revenue.~~


~~(3)~~	The New York health plan was acquired ~~effective~~on August 1, 2016.


~~(4)~~(2)	~~"Other"~~“Other” medical care costs include primarily medically related administrative costs of the parent company, and direct delivery costs.

MEDICAL CARE COSTS BY TYPE

The following ~~discussion highlights~~table provides the ~~primary drivers~~details of ~~our performance, by health plan.~~

~~California~~. Premium revenue grew to $612 million in the third quarter of 2016, from $524 million in the third quarter of 2015, as a result of higher membership in the TANF, Medicaid Expansion and Marketplace programs. The medical care ratio increased to 85.3% in the third quarter of 2016, from 83.6% in the third quarter of 2015, due to a higher medical care ratio in the TANF and ABD programs, partially offset by a decrease in the medical care ratio for the Medicaid Expansion program.

~~Florida~~. Premium revenue grew to $494 million in the third quarter of 2016, from $300 million in the third quarter of 2015, due to increased Marketplace membership and the addition of over 100,000 members from Medicaid contract acquisitions, most of which closed in the fourth quarter of 2015. The medical care ratio increased to 93.5% in the third quarter of 2016, from 88.3% in the third quarter of 2015, primarily as a result of an increase in the medical care ratio for the Marketplace membership, which more than offset a decrease to the medical care ratio for the TANF membership.

~~Illinois~~. Premium revenue grew to $163 million in the third quarter of 2016, from $106 million in the third quarter of 2015. The plan added approximately 100,000 members from Medicaid contract acquisitions in the first quarter of 2016. The medical care ratio decreased to 89.0% in the third quarter of 2016, from 94.3% in the third quarter of 2015. The decrease in the medical care ratio was primarily due to higher margins for TANF and Medicaid Expansion members.

~~Michigan~~. Premium revenue grew $106 million, or 38%, in the third quarter of 2016 compared with the third quarter of 2015, due to the addition of over 100,000 members from Medicaid contract acquisitions closed in the third quarter of 2015 and the first quarter of 2016. The medical care ratio increased to 86.8% in the third quarter of 2016, from 83.8% in the third quarter of 2015, primarily as a result of lower margins for TANF and Medicaid Expansion membership.

~~New Mexico~~. The medical care ratio decreased to 90.1% in the third quarter of 2016, from 92.5% in the third quarter of 2015, primarily as a result of a lower medical care ratio for the health plan's TANF membership, partially offset by an increase to the medical care ratio for the Medicaid Expansion membership.

~~New York.~~ ~~The medical care ratio was~~ ~~94.5%~~ ~~in the third quarter of 2016. Our New York health plan was acquired effective August 1, 2016 and is the smallest of our health plans.~~

~~Ohio~~. Premium revenue declined $9 million, or 2%, in the third quarter of 2016 compared with the third quarter of 2015, despite a slight increase in enrollment. Medicaid premium rates decreased effective January 1, 2016, by approximately 2.5% (including a 5% decrease in Medicaid Expansion rates). Despite lower per member per month premiums, the medical care ratio decreased to 84.6% in the third quarter of 2016, from 85.5% in the third quarter of 2015.

~~Puerto Rico.~~ ~~The medical care ratio increased to 91.3% in the third quarter of 2016, from 89.3% in the third quarter of 2015.~~

~~South Carolina~~. The medical care ratio increased to 91.6% in the third quarter of 2016, from 80.1% in the third quarter of 2015. Premium increases in South Carolina have not been sufficient to cover the cost of expanded benefits.

~~Texas~~. Premium revenue grew $73 million, or 14%, in the third quarter of 2016 compared with the third quarter of 2015. The medical care ratio decreased to 88.1% in the third quarter of 2016 compared with 94.1% in the third quarter of 2015, primarily due to a decline in the medical care ratio for ABD membership and growth in Marketplace membership, which has a lower medical care ratio than the health plan's other membership.

~~Utah~~. Premium revenue grew $21 million, or 25%, in the third quarter of September 30, 2016 compared with the third quarter of 2015, primarily due to higher Marketplace enrollment. The medical care ratio increased to 97.6% in the third quarter of 2016, from 90.5% in the third quarter of 2015, primarily due to an increase in the medical care ratio of the growing Marketplace program.

~~Washington~~. Premium revenue grew $169 million, or 42%, in the third quarter of 2016 compared with the third quarter of 2015, primarily due to membership growth in the Medicaid (both TANF and ABD) and Medicaid Expansion programs. The medical care ratio decreased to 91.7% in the third quarter of 2016, from 92.9% in the third quarter of 2015.

~~Wisconsin~~. Premium revenue grew $32 million, or 44%, in the third quarter of 2016 when compared with the third quarter of 2015 as a result of increased Marketplace enrollment. The medical care ratio increased to 88.4% in the third quarter of 2016, from 79.6% in the third quarter of 2015 due to an increase in the medical care ratio of the Marketplace membership.

~~Nine Months Ended September 30, 2016 Compared with Nine Months Ended September 30, 2015~~

In the nine months ended September 30, 2016, a 30% increase in membership, partially offset by a 3% decrease in revenue PMPM, resulted in increased premium revenue of approximately 27%, or $2.6 billion, when compared with the nine months ended September 30, 2015. The decline in PMPM premium revenue was primarily the result of lower PMPM premiums for Medicaid Expansion membership and an increase in the percentage of our premium revenue derived from TANF and Marketplace membership.

Medical care costs as a percent of premium revenue increased to 89.5% in the nine months ended September 30, 2016, from 88.9% in the nine months ended September 30, 2015. The increase in our medical care ratio was driven primarily by lower percentage margins for Medicaid Expansion and Marketplace membership. Medical margin (measured in absolute dollars) increased 20% in the nine months ended September 30, 2016 over the nine months ended September 30, 2015.

~~Financial Performance by Program.~~ ~~The following tables present the components of premium revenue and~~consolidated medical care costs by ~~program (PMPM amounts are~~category for the periods indicated (dollars in ~~whole dollars; member months and other dollar amounts are in millions).~~millions except PMPM amounts):

Nine Months Ended September 30, 2016

Member
Months⁽¹⁾
Premium Revenue Medical Care Costs
MCR⁽²⁾
Medical Margin
Total PMPM Total PMPM
TANF and CHIP 22.5
$ 3,999
$ 177.60
$ 3,646
$ 161.93
91.2 % $ 353
Medicaid Expansion 5.8
2,184
376.98
1,850
319.38
84.7
334
Marketplace 5.1
1,181
231.69
1,009
197.77
85.4
172
ABD 3.5
3,466
987.20
3,173
903.85
91.6
293
MMP 0.5
989
2,160.14
867
1,894.38
87.7
122
Medicare 0.4
396
1,015.14
385
986.40
97.2
11
37.8
$ 12,215
$ 323.44
$ 10,930
$ 289.41
89.5 % $ 1,285



	Three Months Ended June 30,
	2017						2016
	Amount		PMPM		% of Total		Amount		PMPM		% of Total
Fee for service	$	3,348	$	238.04	74.5	%	$	2,620	$	206.01	72.9	%
Pharmacy	650		46.23		14.5		529		41.59		14.7
Capitation	356		25.29		7.9		304		23.87		8.5
Direct delivery	22		1.54		0.5		18		1.39		0.5
Other	115		8.19		2.6		123		9.68		3.4
	$	4,491	$	319.29	100.0	%	$	3,594	$	282.54	100.0	%

Nine Months Ended September 30, 2015

Member
Months⁽¹⁾
Premium Revenue Medical Care Costs
MCR⁽²⁾
Medical Margin
Total PMPM Total PMPM
TANF and CHIP 18.6
$ 3,280
$ 175.52
$ 3,030
$ 162.16
92.4 % $ 250
Medicaid Expansion 4.2
1,654
393.71
1,325
315.33
80.1
329
Marketplace 2.0
525
259.97
370
183.33
70.5
155
ABD 3.2
3,063
965.91
2,789
879.27
91.0
274
MMP 0.4
733
1,981.40
684
1,847.03
93.2
49
Medicare 0.4
397
1,026.00
383
991.53
96.6
14
28.8
$ 9,652
$ 334.74
$ 8,581
$ 297.58
88.9 % $ 1,071

~~_____________________~~


~~(1)~~	~~A member month is defined as the aggregate of each month’s ending membership for the period presented.~~


~~(2)~~	~~"MCR" represents medical costs as a percentage of premium revenue.~~

~~The following discussion highlights the primary drivers of our performance, by program.~~

~~Medicaid TANF, CHIP and ABD~~. TANF, CHIP and ABD revenue increased in the nine months ended September 30, 2016 when compared with the nine months ended September 30, 2015, due to health plan acquisitions in late 2015 and early 2016, as well as the inclusion of a full three quarters of Puerto Rico operations year to date in 2016 (Puerto Rico began operations effective April 1, 2015). The slight decline in the medical care ratio for these programs on a consolidated basis when comparing the nine months ended September 30, 2016 with the same period in 2015 is not significant given normal margin fluctuations observed when performance is reviewed at this level of detail.

~~Medicaid Expansion.~~ Member months increased 38% in the nine months ended September 30, 2016, when compared with the same period in 2015 as a result of membership growth in all states; but higher medical care ratios in Illinois, Michigan, New Mexico and Ohio led to an increase in the consolidated medical care ratio for the Expansion program.

~~Marketplace.~~ Marketplace member months increased by over 150% in the nine months ended September 30, 2016, when compared with the same period in 2015. The medical care ratio of aggregate Marketplace membership increased substantially in 2016 when compared to 2015, primarily as a result of lower revenue due to increased liabilities for the Marketplace risk adjustment program.

~~MMP and Medicare.~~ Membership and revenue increased on a consolidated basis for the MMP and Medicare programs when comparing the nine months ended September 30, 2016 with the same period in 2015. The medical care ratio for these programs decreased on a consolidated basis due to higher margins for the MMP program.



	Six Months Ended June 30,
	2017						2016
	Amount		PMPM		% of Total		Amount		PMPM		% of Total
Fee for service	$	6,434	$	228.68	74.8	%	$	5,357	$	213.77	74.6	%
Pharmacy	1,266		45.00		14.7		1,054		42.05		14.7
Capitation	680		24.17		7.9		599		23.87		8.3
Direct delivery	44		1.56		0.5		34		1.36		0.5
Other	178		6.33		2.1		138		5.52		1.9
	$	8,602	$	305.74	100.0	%	$	7,182	$	286.57	100.0	%

PREMIUM TAXES

~~Financial Performance by State Health Plan.~~ The following tables summarize member months, premium revenue, medical care costs, medical care ratio, and medical margin by state health plan for the periods indicated (PMPM amounts are in whole dollars; member months and other dollar amounts are in millions):

Nine Months Ended September 30, 2016

Member
Months⁽¹⁾
Premium Revenue Medical Care Costs
MCR⁽²⁾
Medical Margin
Total PMPM Total PMPM
California 6.1
$ 1,707
$ 280.21
$ 1,485
$ 243.64
86.9 % $ 222
Florida 5.0
1,447
288.74
1,301
259.60
89.9
146
Illinois 1.8
466
266.11
414
236.39
88.8
52
Michigan 3.6
1,143
322.08
1,018
286.77
89.0
125
New Mexico 2.3
1,016
447.07
905
398.22
89.1
111
New York (3) 0.1
32
427.40
30
403.71
94.5
2
Ohio 3.0
1,472
484.82
1,306
430.14
88.7
166
Puerto Rico 3.0
535
176.44
516
170.46
96.6
19
South Carolina 0.9
273
288.93
232
245.13
84.8
41
Texas 3.3
1,852
570.65
1,599
492.79
86.4
253
Utah 1.3
330
246.78
312
233.14
94.5
18
Washington 6.2
1,634
261.91
1,479
237.15
90.5
155
Wisconsin 1.2
299
252.45
278
235.25
93.2
21
Other (4) —
9
—
55
—
—
(46 )
37.8
$ 12,215
$ 323.44
$ 10,930
$ 289.41
89.5 % $ 1,285

Nine Months Ended September 30, 2015

Member
Months⁽¹⁾
Premium Revenue Medical Care Costs
MCR⁽²⁾
Medical Margin
Total PMPM Total PMPM
California 5.3
$ 1,538
$ 292.64
$ 1,349
$ 256.71
87.7 % $ 189
Florida 2.9
868
294.05
763
258.49
87.9
105
Illinois 0.9
312
342.27
288
315.68
92.2
24
Michigan 2.4
738
310.01
621
260.53
84.0
117
New Mexico 2.1
933
448.75
843
405.60
90.4
90
New York (3) —
—
—
—
—
—
—
Ohio 3.1
1,534
498.76
1,281
416.69
83.5
253
Puerto Rico 2.1
375
175.17
346
161.60
92.3
29
South Carolina 1.0
270
269.11
209
208.45
77.5
61
Texas 2.4
1,418
597.53
1,313
553.35
92.6
105
Utah 0.8
242
284.83
223
262.14
92.0
19
Washington 4.9
1,186
242.75
1,094
223.99
92.3
92
Wisconsin 0.9
206
221.97
162
173.99
78.4
44
Other (4) —
32
—
89
—
—
(57 )
28.8
$ 9,652
$ 334.74
$ 8,581
$ 297.58
88.9 % $ 1,071


~~(1)~~	~~A member month is defined as the aggregate of each month’s ending membership for the period presented.~~


~~(2)~~	~~"MCR" represents medical costs as a percentage of premium revenue.~~


~~(3)~~	~~The New York health plan was acquired effective August 1, 2016.~~


~~(4)~~	~~"Other" medical care costs include primarily medically related administrative costs of the parent company, and direct delivery costs.~~

~~California~~. Premium revenue grew to $1,707 million in the nine months ended September 30, 2016, from $1,538 million in the nine months ended September 30, 2015, as a result of higher membership in the TANF, Medicaid Expansion and Marketplace programs. The medical care ratio decreased to 86.9% in the nine months ended September 30, 2016, from 87.7% in the nine months ended September 30, 2015, due to improvements in the medical care ratios for the TANF, Medicaid Expansion and MMP membership. These improvements more than offset a higher medical care ratio for the ABD membership.

~~Florida~~. Premium revenue grew to $1,447 million in the nine months ended September 30, 2016, from $868 million in the nine months ended September 30, 2015, primarily due to increased Marketplace membership, and the addition of over 100,000

members from Medicaid contract acquisitions, most of which closed in the fourth quarter of 2015. The medical care ratio increased to 89.9% in the nine months ended September 30, 2016, from 87.9% in the nine months ended September 30, 2015, primarily as a result of an increase in the medical care ratio for the Marketplace membership, which more than offset a decrease in the medical care ratio for the TANF and ABD membership.

~~Illinois~~. Premium revenue grew to $466 million in the nine months ended September 30, 2016, from $312 million in the nine months ended September 30, 2015. The health plan added approximately 100,000 members from Medicaid contract acquisitions in the first quarter of 2016. The health plan's medical care ratio decreased to 88.8% for the nine months ended September 30, 2016, from 92.2% for the nine months ended September 30, 2015. The decrease in the medical care ratio was primarily due to higher margins for the health plan's TANF membership.

~~Michigan~~. Premium revenue grew $405 million, or 55%, in the nine months ended September 30, 2016 compared with the nine months ended September 30, 2015, due to the addition of over 100,000 members from Medicaid contract acquisitions in the third quarter of 2015 and the first quarter of 2016. The medical care ratio increased to 89.0% in the nine months ended September 30, 2016, from 84.0% in the nine months ended September 30, 2015, primarily as a result of lower margins for TANF and Medicaid Expansion membership.

~~New Mexico~~. The medical care ratio decreased to 89.1% in the nine months ended September 30, 2016, from 90.4% in the nine months ended September 30, 2015, due to a lower medical care ratio for the TANF membership, partially offset by an increase in the medical care ratio for the Medicaid Expansion membership.

~~New York.~~ ~~As noted above, the New York health plan was acquired effective August 1, 2016.~~

~~Ohio~~. Premium revenue declined $62 million, or 4%, in the nine months ended September 30, 2016 compared with the nine months ended September 30, 2015, due to reduced overall state Medicaid enrollment and a Medicaid premium rate decrease effective January 1, 2016 of approximately 2.5% (which included a 5% decrease in Medicaid Expansion rates). The medical care ratio increased to 88.7% in the nine months ended September 30, 2016, from 83.5% in the nine months ended September 30, 2015, as a result of the rate decrease noted above and less favorable development of prior period medical liability estimates year to date in 2016 compared with 2015.

~~Puerto Rico.~~ The medical care ratio increased to 96.6% in the nine months ended September 30, 2016, from 92.3% in the nine months ended September 30, 2015, primarily due to increased pharmacy costs, and reductions to revenue previously recorded for 2015 dates of service which decreased pretax income by approximately $11 million in the second quarter of 2016. The plan served its first members effective April 1, 2015.

~~South Carolina~~. The medical care ratio increased to 84.8% in the nine months ended September 30, 2016, from 77.5% in the nine months ended September 30, 2015. Premium increases in South Carolina have not been sufficient to cover the cost of expanded benefits.

~~Texas~~. Premium revenue grew $434 million, or 31%, in the nine months ended September 30, 2016 compared with the nine months ended September 30, 2015. Growth in premium revenue was primarily the result of increased Marketplace enrollment; the revenue associated with additional nursing home services provided to some ABD members effective March 1, 2015; the start-up of the Texas MMP program on that same date; and the recognition (in the second quarter of 2016) of approximately $44 million in out-of-period quality revenue relating to 2015 and 2014 dates of service. The plan's medical care ratio decreased to 86.4% for the nine months ended September 30, 2016, from 92.6% for the nine months ended September 30, 2015. Without the benefit of out-of-period quality revenue, the medical care ratio of the Texas health plan would have been approximately 88% in the nine months ended September 30, 2016.

~~Utah~~. Premium revenue grew $88 million, or 36%, in the nine months ended September 30, 2016 compared with the nine months ended September 30, 2015, primarily due to higher Marketplace enrollment. The medical care ratio increased to 94.5% in the nine months ended September 30, 2016, from 92.0% in the nine months ended September 30, 2015, primarily due to an increase in the medical care ratio of the growing Marketplace program.

~~Washington~~. Premium revenue grew $448 million, or 38%, in the nine months ended September 30, 2016 compared with the nine months ended September 30, 2015, primarily due to membership growth in the Marketplace, TANF and Medicaid Expansion programs. The medical care ratio decreased to 90.5% in the nine months ended September 30, 2016, from 92.3% in the nine months ended September 30, 2015, due to improved medical cost efficiency across nearly all programs.

~~Wisconsin~~. Premium revenue grew $93 million, or 45%, in the nine months ended September 30, 2016 when compared with the nine months ended September 30, 2015 as a result of increased Marketplace enrollment. The medical care ratio increased to 93.2% for the nine months ended September 30, 2016, from 78.4% for the nine months ended September 30, 2015 due to an increase in the medical care ratio of the Marketplace membership.

~~Molina Medicaid Solutions Segment~~

Service margin declined $7 million in the third quarter of 2016 compared with the third quarter of 2015, and $26 million in the nine months ended September 30, 2016 compared with the nine months ended September 30, 2015, primarily due to increased service costs associated with legacy state contracts that were re-procured.

~~Other Segment~~

Service margin was $8 million and $29 million for the three and nine months ended September 30, 2016, respectively. Because we acquired our Pathways behavioral health and social services provider in the fourth quarter of 2015, there was no service margin in the Other segment for the three and nine months ended September 30, 2015.

~~Income Statement Components that are Not Unique to Individual Segments~~

~~General and Administrative Expenses.~~General and administrative expenses as a percentage of total revenue (the “general and administrative expense ratio”) decreased to 7.6% in the third quarter of 2016, from 8.0% in the third quarter of 2015. The general and administrative expense ratio decreased to 7.8% for the nine months ended September 30, 2016, compared with 8.1% for the nine months ended September 30, 2015. In both the three and nine months ended September 30, 2016, the increase in total revenue outpaced the increase in general and administrative expenses.

~~Premium Tax Expenses.~~The premium tax ratio (premium tax expense as a percentage of premium revenue plus premium tax revenue) ~~decreased to 2.7%~~was 2.4% in the ~~nine~~second quarter of 2017 compared with 2.6% in the second quarter of 2016 and 2.3% in the six months ended ~~September~~June 30, ~~2016,~~2017, compared with ~~2.9%~~2.6% in the ~~nine~~six months ended ~~September~~June 30, ~~2015,~~2016. This decline was primarily due to the temporary suspension of a Michigan HMO use tax effective January 1, 2017 which was partially offset by a higher California premium tax rate effective July 1, 2016, and significant revenue growth at our Florida health plan, which operates in a state with no premium ~~tax,~~tax.

HEALTH INSURER FEE (HIF) REVENUE AND EXPENSES

The Consolidated Appropriations Act of 2016 provided for a HIF moratorium in 2017. Therefore, there are no HIF revenues or expenses in 2017.

MOLINA MEDICAID SOLUTIONS

FINANCIAL OVERVIEW

The ~~Medicare portion~~Molina Medicaid Solutions segment service margin for the second quarter of ~~MMP~~2017 and 2016 and for the six months ended June 30, 2017 and 2016 was insignificant.

OTHER

The Other segment includes primarily our Pathways behavioral health and social services provider, and corporate amounts not allocated to other reportable segments.

Substantially all of Pathways’ revenue is ~~not subject~~derived from contracts with state or local government agencies and government intermediaries, the majority of which are negotiated fee-for-service arrangements. A significant number of these contracts allow the payer to ~~premium tax.~~terminate the contract immediately with or without cause.

FINANCIAL OVERVIEW

The Other segment service margin for the second quarter of 2017 and 2016 and for the six months ended June 30, 2017 and 2016 was insignificant.

In the course of developing the Restructuring Plan, as discussed further in Notes to Consolidated Financial Statements, Note 11, “Restructuring and Separation Costs,” we determined that future benefits to be derived from Pathways, including integration with our health plans, would be less than previously anticipated. In addition, poorer than expected year-to-date operating results and lower projections of operating results for periods in the near term led us to conclude that a triggering event for an interim impairment analysis had occurred in the second quarter of 2017.

For the Other segment in total, we recorded impairment charges of $61 million for goodwill and $11 million for intangible assets, or $72 million in the aggregate, reported in our consolidated statements of operations as “Impairment losses.”

OTHER CONSOLIDATED INFORMATION

GENERAL AND ADMINISTRATIVE EXPENSES

The G&A ratio was 8.1% in both the second quarter of 2017 and 2016. The G&A ratio increased to 8.5% for the six months ended June 30, 2017, compared with 7.9% for the six months ended June 30, 2016. The year to date G&A ratio increased over 2016 primarily due to costs associated with increased Marketplace enrollment in 2017 and the reduction to revenue as a result of the 2017 Health Insurer Fee ~~Revenue and Expenses.~~ HIF revenue, as a percentage of premium revenue, decreased to 2.0% in the third quarter of 2016, from 2.4% in the third quarter of 2015. In the third quarter of 2015, we recognized reimbursement of certain HIF revenue related to prior periods. The total amount of out-of-period HIF revenue recognized in the third quarter of 2015 represented approximately $8 million ($0.08 per diluted share) of HIF revenue related to 2014 and approximately $17 million ($0.18 per diluted share) related to the first two quarters of 2015. There was no such out-of-period recognition of HIF revenue in the third quarter of 2016. Year to date 2016 HIF revenue recognized, as a percentage of premium revenue, was consistent with year to date 2015 at 2.1%. In 2015, our Puerto Rico health plan was not subject to the HIF because it was not operational during the previous year (2014).(HIF) moratorium.

DEPRECIATION AND AMORTIZATION

Depreciation and ~~Amortization.When measured~~amortization, as a percentage of total revenue, was 0.8% in the ~~year over year change in depreciation~~six months ended June 30, 2017 and ~~amortization~~2016.

IMPAIRMENT LOSSES

See Notes to Consolidated Financial Statements, Note 10, “Impairment Losses.”

RESTRUCTURING AND SEPARATION COSTS

See Notes to Consolidated Financial Statements, Note 11, “Restructuring and Separation Costs.”

INTEREST EXPENSE

Interest expense was ~~insignificant.~~

~~Interest Expense.~~$27 million for the second quarter of 2017, compared with $25 million for the second quarter of 2016. Interest expense increased to ~~$26~~$53 million for the ~~third quarter of 2016,~~six months ended June 30, 2017, from ~~$15~~$50 million for the ~~third quarter of 2015. Interest expense increased to $76 million for the nine~~six months ended ~~September~~June 30, 2016, from $45 million for the nine months ended September 30, 2015. The increase was primarily due to our issuance of $700 million aggregate principal amount of senior notes (5.375% Notes) due November 15, 2022, in the fourth quarter of 2015.

2016. Interest expense includes non-cash interest expense relating primarily to the amortization of the discount on ~~our~~ convertible senior notes, which amounted to $8 million and $7 million for ~~the third quarters~~second quarter of ~~2016~~2017 and ~~2015,~~2016, respectively and ~~$23~~$16 million and ~~$22~~$15 million the six months ended June 30, 2017 and 2016, respectively. We expect interest expense to continue to increase in future periods as a result of our recent $330 million offering of 4.875% Notes. See further discussion in Notes to Consolidated Financial Statements, Note 7, “Debt.”

OTHER INCOME, NET

As described in Notes to Consolidated Financial Statements, Note 1, “Basis of Presentation,” in February 2017, we received an aggregate termination fee of $75 million for the ~~nine months ended September 30, 2016 and 2015, respectively.~~Terminated Medicare Acquisition. This amount is reported in “Other income, net” in our consolidated statements of operations.

~~Income Tax Expense.~~INCOME TAXES

The (benefit) provision for income taxes was recorded at an effective rate of ~~54.0%~~26.8% for the ~~third~~second quarter of 2017, compared with 59.8% for the second quarter of 2016, and an effective rate of 16.0% for the six months ended June 30, 2017 compared with ~~52.6%~~60.7% for the ~~third quarter of 2015, and 58.0% for the nine~~six months ended ~~September~~June 30, ~~2016 compared with 57.3% for the nine months ended September 30, 2015. Differences~~2016. The significant change in the effective tax rate ~~between periods are the~~was primarily a result of ~~different amounts of non-deductible~~pretax losses in 2017 combined with significant nondeductible expenses (primarily, compensation and ~~discrete tax events.~~goodwill impairment) and the 2017 HIF moratorium as described above in “Health Plans—Health Insurer Fee (HIF) Revenue and Expenses.”

~~Liquidity and Capital Resources~~LIQUIDITY AND FINANCIAL CONDITION

~~Introduction~~INTRODUCTION

We manage our cash, investments, and capital structure to meet the short- and long-term obligations of our business while maintaining liquidity and financial flexibility. ~~Our regulated subsidiaries generate significant~~We forecast, analyze, and monitor our cash flows ~~from premium revenue. Such cash flows are~~to enable prudent investment management and financing within the confines of our primary sources of liquidity. Thus, any future decline in our profitability may have a negative impact on our liquidity. We generally receive premium revenue a short time before we pay for the related health care services. financial strategy.

A majority of the assets held by our Health Plans segment regulated subsidiaries is in the form of cash, cash equivalents, and investments. After considering expected cash flows from operating activities, we generally invest ~~the~~

cash of ~~our~~ regulated subsidiaries that exceeds our expected short-term obligations in longer term, investment-grade, and marketable debt securities to improve our overall investment return. These investments are made pursuant to board-approved investment policies that conform to applicable state laws and regulations.

As of September 30, 2016, a substantial portion of our cash was invested in a portfolio of highly liquid money market securities, and our investments consisted solely of investment-grade debt securities. All of ourOur investments are classified as current assets, except for our held-to-maturity restricted investments, which are classified as non-current ~~assets.~~assets, and which are not included in the totals below. Our held-to-maturity restricted investments are invested principally in certificates of deposit and U.S. treasury securities. ~~Investments~~

Investment income increased to $22 million for the six months ended June 30, 2017, compared with $16 million for the six months ended June 30, 2016, primarily due to the increase in invested assets.

MARKET RISK

Our earnings and financial position are exposed to financial market risk relating to changes in interest rates, and the resulting impact on investment income and interest expense.

Substantially all of our investments and restricted investments are subject to interest rate risk and will decrease in value if market interest rates increase. ~~We have~~Assuming a hypothetical and immediate 1% increase in market interest rates at June 30, 2017, the ~~ability to hold~~fair value of our ~~restricted~~fixed income investments ~~until maturity.~~would decrease by approximately $27 million. Declines in interest rates over time will reduce our investment income.

Investment income increased to $25 million for the nine months ended September 30, 2016, compared with $12 million for the nine months ended September 30, 2015, primarily due to an increase in invested assets.

~~Cash in excess of the capital needs of our regulated health plans is generally paid to us in the form of dividends, when and as permitted by applicable regulations, for general corporate use.~~ For the nine months ended September 30, 2016, we received $50 million in dividends from our regulated health plan subsidiaries. For the nine months ended September 30, 2015, we received $25 million in dividends from our regulated health plan subsidiaries, and $17 million from our unregulated subsidiaries.

~~Liquidity~~

~~A condensed schedule of cash flows to facilitate our discussion of liquidity follows:~~

Nine Months Ended September 30,
2016 2015 Change
(In millions)
Net cash provided by operating activities $ 633
$ 906
$ (273 )
Net cash used in investing activities (131 ) (665 ) 534
Net cash provided by financing activities 11
384
(373 )
Net increase in cash and cash equivalents $ 513
$ 625
$ (112 )

~~Operating Activities. Net cash provided by operating activities decreased $273 million in the nine months ended September 30, 2016 compared with the nine months ended September 30, 2015.~~

~~The year over year changes in the following accounts decreased cash provided by operating activities:~~

Receivables and deferred revenue. Cash flows from operations in each year were impacted by the timing of payments we receive from our states. In general, states may delay our premium payment, which we record as a receivable, or they may prepay the following month premium payment, which we record as deferred revenue. We typically receive capitation payments monthly; however, the states in which we operate may decide to adjust their payment schedules which could positively or negatively impact our reported cash flows from operating activities in any given period. In the current year, the net effect of the timing of premiums received in California and Washington negatively impacted our cash flows from operating activities.

Medical claims and benefits payable. In the nine months ended September 30, 2016, medical claims and benefits payable increased at a slower pace than the same period in 2015. In particular, our Puerto Rico health plan commenced operations on April 1, 2015, leading to a significant increase in medical claims and benefits payable at September 30, 2015, compared with a much smaller increase in the current year as the membership base has stabilized.

~~Investing Activities~~. Net cash used in investing activities was $131 million in the nine months ended September 30, 2016, compared with $665 million in the nine months ended September 30, 2015. Net cash used in investing activities was higher in 2015 than in 2016 largely due to the investment in 2015 of a large portion of the $373 million in proceeds, net of issuance costs, that we received from the June 2015 offering of 5.75 million shares of our common stock.

~~Financing Activities~~. Net cash provided by financing activities decreased $373 million in the nine months ended September 30, 2016 compared with the nine months ended September 30, 2015, primarily due to our 2015 common stock offering.

~~Financial Condition~~

~~We believe that our cash resources, internally generated funds and committed acquisition bridge financing (see below under~~ ~~"Commitment Letter") will be sufficient to support our operations, planned acquisitions, regulatory requirements, and capital expenditures for at least the next 12 months.~~

On a consolidated basis, at September 30, 2016, our working capital was $1,448 million, compared with $1,484 million at December 31, 2015. At September 30, 2016, our cash and investments amounted to $4,695 million, compared with $4,241 million at December 31, 2015. Cash, cash equivalents and investments held by the parent company (Molina Healthcare, Inc.) amounted to $388 million and $612 million as of September 30, 2016 and December 31, 2015, respectively.

~~Regulatory Capital and Dividend Restrictions.~~ ~~For more~~further information on fair value measurements and our ~~regulatory capital and dividend restrictions,~~investment portfolio, please refer to ~~Part I, Item 1 of this Form 10-Q,~~ Notes to Consolidated Financial Statements, Note ~~14, "Commitments~~4, “Fair Value Measurements,” and ~~Contingencies."~~Note 5, “Investments.”

~~Debt Ratings.~~ ~~Our 5.375% Notes are rated "BB" by Standard & Poor's, and "Ba3" by Moody's Investor Service, Inc. A downgrade in our ratings could adversely affect our borrowing capacity and costs.~~

~~Future Sources and Uses of Liquidity~~

~~Proposed Acquisition.~~ As described in Part I, Item 1 of this Form 10-Q, Notes to Consolidated Financial Statements, Note 1, "Basis of Presentation," we announced the Medicare Acquisition on August 2, 2016, which is expected to close in 2017. The purchase price is currently estimated to be $117 million, subject to certain closing adjustments.

~~Commitment Letter.~~ As described in Part I, Item 1 of this Form 10-Q, Notes to Consolidated Financial Statements, Note 10, "Debt," we entered into a debt commitment letter with Barclays Bank PLC (Barclays). The primary terms of the debt commitment letter provide that Barclays will lend us up to $400 million which may be used as follows: to finance the Medicare Acquisition, including related transaction costs and regulatory or statutory capital requirements; to finance any ongoing working capital requirements; or for other general corporate purposes.

~~States' Budgets.~~ From time to time, the states in which our health plans operate may experience financial difficulties, which could lead to delays in premium payments. For example, the state of Illinois is currently operating under a stopgap budget that expires in January 2017. It is unclear when or if the state's budget difficulties will be resolved. As of September 30, 2016, our Illinois health plan served approximately 195,000 members and recorded premium revenue of approximately $466 million for the nine months ended September 30, 2016. As of October 24, 2016, the state of Illinois owed us approximately $43 million for May and June 2016 premiums.

In another example, the Commonwealth of Puerto Rico's fiscal plan, issued on October 14, 2016, reported that current revenues are insufficient to support existing current operations and debt service. While the Commonwealth reports that it will prioritize health care spending, it stresses the need to address the cap on federal matching funds it receives for its participation in the Medicaid program. Among the fiscal issues expected to further exacerbate the Commonwealth's current debt crisis is the depletion of ACA funds, estimated to occur in the Commonwealth's fiscal year 2018. As of September 30, 2016, our Puerto Rico health plan served approximately 331,000 members and recorded premium revenue of approximately $535 million for the nine months ended September 30, 2016. As of October 24, 2016, the Commonwealth is current with its premium payments.

~~Credit Facility.~~ ~~In June 2015, weentered into an unsecured $250 million revolving credit facility (Credit Facility).~~ Borrowings under ~~the~~our Credit Facility bear interest based, at our election, on a base rate or an adjusted London Interbank Offered Rate (LIBOR), plus in each case the applicable margin. The Credit Facility has a term of five years and all amounts outstanding will be due and payable on June 12, 2020. Subject to obtaining commitments from existing or new lenders and satisfaction of other specified conditions, we may increase the Credit Facility to up to $350 million. Our ability to borrow under the Credit Facility is subject to compliance with certain financial covenants. At September 30, 2016, we were in compliance with all financial covenants under the Credit Facility. As of ~~September~~June 30, ~~2016, outstanding letters of credit amounting to $6 million reduced the borrowing capacity to $244 million, and~~2017, no amounts were outstanding under the Credit Facility.

~~Convertible Senior Notes.~~ ~~In February 2013, we issued $550~~

LIQUIDITY

A condensed schedule of cash flows to facilitate our discussion of liquidity follows:



	Six Months Ended June 30,
	2017			2016			Change
	(In millions)
Net cash provided by operating activities	$	672		$	278		$	394
Net cash used in investing activities	(845		)	(273		)	(572		)
Net cash provided by financing activities	333			11			322
Net increase in cash and cash equivalents	$	160		$	16		$	144

Operating Activities

Cash provided by operating activities increased $394 million aggregate principal amount of 1.125% cash convertible senior notes (1.125% Notes) due January 15, 2020, unless earlier repurchased or converted. In September 2014, we issued $302 million aggregate principal amount of 1.625% convertible senior notes due August 15, 2044 (1.625% Notes), unless earlier repurchased, redeemed, or converted. The principal amounts of both the 1.125% Notes and the 1.625% Notes are convertible into cash prior to their respective maturity dates under certain circumstances, one of which relates to the closing price of our common stock over a specified period. We refer to this conversion trigger as the stock price trigger.

~~The 1.125% Notes met their $53.00 stock price trigger~~ in the ~~quarter~~six months ended ~~September~~June 30, ~~2016, therefore,~~2017 compared with the ~~1.125% Notes were convertible as of September~~six months ended June 30, 2016. The ~~1.625% Notes did not meet~~change in net (loss) income, plus the effect of adjustments to reconcile net loss to net cash provided by operating activities, reduced cash provided by operating activities by $195 million. This change was more than offset by the aggregate of the following changes:

Receivables and deferred revenue. In 2017, the aggregate change in receivables and deferred revenue increased cash flows from operations by $470 million. Cash flows from operations in each period were impacted by the timing of premium revenues receipts. In general, state or federal payors may delay our premium payments, which we record as a receivable, or they may prepay the following month’s premium payment, which we record as deferred revenue. We typically receive capitation payments monthly; however, state or federal payors may decide to adjust their ~~$75.52 stock price trigger~~payment schedules which could positively or negatively impact our reported cash flows from operating activities in a any given period. In 2017, the year-over-year effect of the timing of premiums received at our California, Florida, Michigan, Ohio, Texas and Washington health plans positively impacted our cash flows from operating activities.

Amounts due government agencies. In 2017, the change in amounts due government agencies increased cash flows from operations by $133 million, due primarily to additional accruals for ACA Marketplace risk transfer payments.

Accounts payable and accrued liabilities. In 2017, the change in accounts payable and accrued liabilities decreased cash flows from operations by $165 million. In 2016, accounts payable and accrued liabilities increased $147 million, primarily due to the HIF payable at June 30, 2016. As of June 30, 2017, there is no comparable accrual because of the HIF moratorium.

Investing Activities

Net cash used in investing activities increased $572 million in the ~~quarter~~six months ended ~~September~~June 30, 2017 compared with the six months ended June 30, 2016, ~~therefore,~~primarily due to higher purchases of investments, net of sales and maturities, in the ~~1.625%~~current year.

Financing Activities

Net cash provided by financing activities increased $322 million in the six months ended June 30, 2017 compared with the six months ended June 30, 2016, due to proceeds received from the 4.875% Notes ~~were not convertible~~offering.

FINANCIAL CONDITION

We believe that our cash resources, combined with borrowing capacity available under our Credit Facility, as discussed further below in “Future Sources and Uses of ~~September~~Liquidity — Sources”, and internally generated funds will be sufficient to support costs under the Restructuring Plan, operations, regulatory requirements, and capital expenditures for at least the next 12 months.

On a consolidated basis, at June 30, 2017, our working capital was $1,376 million, compared with $1,418 million at December 31, 2016. At June 30, 2017, our cash and investments amounted to $5,616 million, compared with $4,689 million at December 31, 2016.

~~Securities Repurchase Program.~~Debt Ratings. Our 5.375% Notes are rated “BB” by Standard & Poor’s, and “Ba3” by Moody’s Investor Service, Inc. A significant downgrade in our ratings could adversely affect our borrowing capacity and costs.

Financial Covenants. ~~Effective~~Our Credit Facility contains customary non-financial and financial covenants, including a net leverage ratio and an interest coverage ratio, as follows:



Credit Facility Financial Covenants	Required Per Agreement	As of June 30, 2017

Net leverage ratio	<4.0x	3.3x
Interest coverage ratio	>3.5x	4.5x

In addition, the terms of ~~December 16, 2015,~~ our ~~board~~4.875% Notes, 5.375% Notes and each of ~~directors authorized~~ the ~~repurchase~~1.125% and 1.625% Convertible Notes contain cross-default provisions with the Credit Facility that are triggered upon an event of updefault under the Credit Facility, and when borrowings under the Credit Facility equal or exceed certain amounts as defined in the related indentures. As of June 30, 2017, we were in compliance with all covenants under the Credit Facility.

FUTURE SOURCES AND USES OF LIQUIDITY

Sources

Our Health Plans segment regulated subsidiaries generate significant cash flows from premium revenue, which we generally receive a short time before we pay for the related health care services. Such cash flows are our primary source of liquidity. Thus, any future decline in our profitability may have a negative impact on our liquidity.

Dividends from Subsidiaries. When available and as permitted by applicable regulations, cash in excess of the capital needs of our regulated health plans is generally paid in the form of dividends to our unregulated parent company to be used for general corporate purposes. In the six months ended June 30, 2017 and 2016, we received $120 million and $50 million, respectively, in ~~aggregate~~dividends from our regulated health plan subsidiaries. See further discussion in Notes to Consolidated Financial Statements, Note 13, “Commitments and Contingencies—Regulatory Capital Requirements and Dividend Restrictions.”

Restructuring Plan. In total, we estimate that the Restructuring Plan will reduce annualized run-rate expenses by approximately $300 million to $400 million upon its completion in late 2018. $200 million of these run-rate reductions, which are a result of staff reductions, will be in place by December 2017, and therefore will fully contribute to our 2018 results. Since the close of the second quarter, we have already achieved $55 million of our ~~common stock or senior notes. This repurchase program extends~~annualized run-rate reduction target as a result of staff reductions taken on July 27th. All savings targets discussed in regards to the Restructuring Plan represent annualized run-rate savings that we expect to achieve during the year following the indicated implementation date. One-time costs associated with the Restructuring Plan are expected to exceed the benefits realized in 2017 due to the upfront payment of implementation costs and the delayed benefit of full savings until the beginning of 2018. We expect the cost savings to reduce both “General and administrative expenses” and “Medical care costs” reported on our consolidated statements of operations.

The following table illustrates our estimates of run-rate savings associated with the Restructuring Plan. Such savings will be offset, through ~~December 31, 2016.~~the end of 2018, by the costs noted below in “Future Sources and Uses of Liquidity—Uses.” Following 2018, the savings will be offset by approximately $20 million in run-rate expenses resulting from the implementation of Restructuring Plan initiatives.



Estimated Savings Expected to be Realized by Reportable Segment	Health Plans	Other	Total
	(In millions)
General and administrative expenses	$50	$120 to $140	$170 to $190
Medical care costs	$110 to $190	$20	$130 to $210
	$160 to $240	$140 to $160	$300 to $400

Credit Facility. Refer to Notes to Consolidated Financial Statements, Note 7, “Debt,” for a detailed discussion of our Credit Facility. We intend to borrow approximately $300 million under the Credit Facility in early August 2017.

4.875% Notes. The 4.875% Notes contain a limitation on the use of proceeds which required us to deposit the net proceeds from their issuance into a segregated deposit account, a current asset reported as “Restricted investments” in our consolidated balance sheets. See further discussion in Notes to Consolidated Financial Statements, Note 7, “Debt.”

Shelf Registration Statement. We have a shelf registration statement on file with the Securities and Exchange Commission to register an unlimited amount of any combination of debt or equity securities in one or more

offerings. Specific information regarding the terms and securities being offered will be provided at the time of an offering. Proceeds from future offerings are expected to be used for general corporate purposes, including, but not limited to, the repayment of debt, investments in or extensions of credit to our subsidiaries and the financing of possible acquisitions or business expansion.

Uses

Restructuring. We estimate that total pre-tax costs associated with the Restructuring Plan will be approximately $130 million to $150 million for the second half of 2017, with an additional $40 million to be incurred in 2018. The costs we incur associated with the Restructuring Plan will be reported in “Restructuring and separation costs” in our consolidated statements of operations.



Estimated Costs Expected to be Incurred by Reportable Segment	Health Plans	Other	Total
	(In millions)
Separation costs–one-time benefit arrangement for a workforce reduction	$25 to $30	$35 to $40	$60 to $70
Other restructuring costs	$55 to $60	$55 to $60	$110 to $120
	$80 to $90	$90 to $100	$170 to $190

Regulatory Capital Requirements and Dividend Restrictions. For more information on our regulatory capital requirements and dividend restrictions, refer to Notes to Consolidated Financial Statements, Note 13, “Commitments and Contingencies.”

States’ Budgets. From time to time the states in which our health plans operate may experience financial difficulties, which could lead to delays in premium payments. Until July 4, 2017, the state of Illinois operated without a budget for its current fiscal year. As of June 30, 2017, our Illinois health plan served approximately 163,000 members, and recognized premium revenue of approximately $310 million in the first half of 2017. As of July 28, 2017, the state of Illinois owed us approximately $116 million for certain March, April, May and June 2017 premiums.

On May 3, 2017, Puerto Rico’s financial oversight board filed for a form of bankruptcy in the U.S. District Court in Puerto Rico under Title III of PROMESA. The Title III provision allows for a court debt restructuring process similar to U.S. bankruptcy protection. To the extent such bankruptcy results in our failure to receive payment of amounts due under our Medicaid contract with the Commonwealth or the inability of the Commonwealth to extend our Medicaid contract at the end of its current term, such bankruptcy could have a material adverse effect on our business, financial condition, cash flows, or results of operations. As of June 30, 2017, the plan served approximately 322,000 members and recorded premium revenue of approximately $362 million in the first half of 2017. As of July 28, 2017, the Commonwealth was current with its premium payments.

Convertible Notes. We have outstanding $550 million aggregate principal amount of 1.125% cash convertible senior notes due January 15, 2020, unless earlier repurchased or converted. We refer to these notes as our 1.125% Convertible Notes. We also have outstanding $302 million aggregate principal amount of 1.625% convertible senior notes due August 14, 2044, unless earlier repurchased, redeemed, or converted. We refer to these notes as our 1.625% Convertible Notes. We refer to the 1.125% Convertible Notes and 1.625% Convertible Notes collectively as the Convertible Notes. The 1.125% Convertible Notes are convertible entirely to cash, and the 1.625% Convertible Notes are convertible partially to cash, each prior to their respective maturity dates under certain circumstances, one of which relates to the closing price of our common stock over a specified period. We refer to this conversion trigger as the stock price trigger.

The stock price trigger for the 1.125% Convertible Notes is $53.00 per share. The 1.125% Convertible Notes met this trigger in the quarter ended June 30, 2017; therefore, they are convertible into cash and are reported in current portion of long-term debt as of June 30, 2017.

The stock price trigger for the 1.625% Convertible Notes is $75.51 per share. The 1.625% Convertible Notes did not meet this stock price trigger in the quarter ended June 30, 2017. On contractually specified dates beginning in 2018, holders of the 1.625% Convertible Notes may require us to repurchase some or all of such notes. In addition, beginning May 15, 2018 until August 19, 2018, holders may convert some or all of the 1.625% Convertible Notes. Because of this conversion feature, the 1.625% Convertible Notes are reported in current portion of long-term debt as of June 30, 2017. As noted above, because the proceeds from the 4.875% Notes are initially restricted to payments upon conversion or redemption of the 1.625% Convertible Notes, such restricted investments are also classified as current in the accompanying consolidated balance sheets.

~~Contractual Obligations~~For economic reasons related to the trading market for our Convertible Notes, we believe that the amount of the notes that may be converted over the next twelve months, if any, will not be significant. However, if the trading market for our Convertible Notes becomes closed or restricted due to market turmoil or other reasons such that the notes cannot be traded, or if the trading price of our Convertible Notes, which normally trade at a marginal premium to the underlying composite stock-and-interest economic value, no longer includes that marginal premium, holders of our Convertible Notes may elect to convert the notes to cash.

We currently have sufficient available cash, combined with borrowing capacity available under our Credit Facility, to fund such conversions.

CONTRACTUAL OBLIGATIONS

A summary of future obligations under our various contractual obligations and commitments as of December 31, ~~2015,~~2016, was disclosed in our ~~2015~~2016 Annual Report on Form 10-K. There were no material changes to this previously filed information outside the ordinary course of business during the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2017. For ~~further discussion and maturities of~~additional information regarding our long-term debt, including maturity dates, refer to ~~Part I, Item 1 of this Form 10-Q,~~ Notes to Consolidated Financial Statements, in Note ~~10, "Debt."~~7, “Debt.”

~~Critical Accounting Estimates~~CRITICAL ACCOUNTING ESTIMATES

When we prepare our consolidated financial statements, we use estimates and assumptions that may affect reported amounts and disclosures; actual results could differ from these estimates. Our critical accounting estimates relate to:

Health Plans segment medical claims and benefits payable. Refer to ~~Part I, Item 1 of this Form 10-Q,~~ Notes to Consolidated Financial Statements, Note ~~9, "Medical~~6, “Medical Claims and Benefits Payable",” for a table ~~which~~that presents the components of the change in medical claims and benefits payable, and for additional information regarding the factors used to determine our changes in estimates for all periods presented in the accompanying consolidated financial statements. Other than the discussion as noted above, there have been no significant changes during the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, to our disclosure reported in ~~Part II, Item 7 of~~“Critical Accounting Estimates” in our Annual Report on Form 10-K for the year ended December 31, ~~2015.~~2016.

Health Plans segment contractual provisions that may adjust or limit revenue or profit. For a discussion of this topic, including amounts recorded toin our consolidated financial statements, refer to ~~Part I, Item 1 of this Form 10-Q,~~ Notes to Consolidated Financial Statements, Note 2, ~~"Significant~~“Significant Accounting ~~Policies."~~Policies.”

Health Plans segment quality incentives. For a discussion of this topic, including amounts recorded toin our consolidated financial statements, refer to ~~Part I, Item 1 of this Form 10-Q,~~ Notes to Consolidated Financial Statements, Note 2, ~~"Significant~~“Significant Accounting ~~Policies."~~Policies.”

Molina Medicaid Solutions segment revenue and cost recognition. There have been no significant changes during the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, to our disclosure reported in ~~Part II, Item 7 of~~“Critical Accounting Estimates” in our Annual Report on Form 10-K for the year ended December 31, ~~2015.~~2016.

~~Item 3. Quantitative~~Goodwill and ~~Qualitative Disclosures About Market Risk~~

~~For information regarding market risk, see Part I, Item 1 of this Form 10-Q,~~intangible assets, net. Please refer to Notes to Consolidated Financial Statements, Note 2, ~~"Significant~~“Significant Accounting Policies",” regarding our adoption of Accounting Standards Update No. 2017-04 as of June 30, 2017, which has simplified the test for goodwill impairment. We recorded impairment charges of $61 million for goodwill and $11 million for intangible assets, or $72 million in the aggregate, reported in the accompanying consolidated statements of operations as “Impairment losses.” At June 30, 2017, goodwill and intangible assets, net, represented approximately 8% of total assets and 44% of total stockholders’ equity, compared with 10% and 46%, respectively, at December 31, 2016. Refer to Notes to Consolidated Financial Statements, Note ~~5, "Fair Value Measurements," and Note 6, "Investments."~~10, “Impairment Losses.”

~~Inflation~~

SUPPLEMENTAL INFORMATION

FINANCIAL MEASURES THAT SUPPLEMENT U.S. GAAP (NON-GAAP FINANCIAL MEASURES)

We use ~~various strategies~~these non-GAAP financial measures as supplemental metrics in evaluating our financial performance, making financing and business decisions, and forecasting and planning for future periods. For these reasons, management believes such measures are useful supplemental measures to ~~mitigate~~investors in comparing our performance to the ~~negative effects~~performance of other public companies in the health care ~~cost inflation. Specifically, our health plans try to control medical~~industry.

EBITDA*

We believe that earnings before interest, taxes, depreciation and hospital costs through contracts with independent providers of health care services. Through these contracted providers, our health plans emphasize preventive health care and appropriate use of specialty and hospital services. There can be no assurance, however, that our strategies to mitigate health care cost inflation will be successful. Competitive pressures, new health care and pharmaceutical product introductions, demands from health care providers and customers, applicable regulations, or other factors may affectamortization (EBITDA*) is helpful in assessing our ability to ~~control health care costs.~~meet the cash demands of our operating units.

~~Compliance Costs~~

~~Our health plans~~



	Three Months Ended June 30,					Six Months Ended June 30,
	2017			2016		2017			2016
	(In millions)
Net (loss) income	$	(230	)	$	33	$	(153	)	$	57
Adjustments:
Depreciation, and amortization of intangible assets and capitalized software	44			39		90			76
Interest expense	27			25		53			50
Income tax (benefit) expense	(84		)	47		(30		)	87
EBITDA*	$	(243	)	$	144	$	(40	)	$	270

ADJUSTED NET (LOSS) INCOME* AND ADJUSTED NET (LOSS) INCOME PER SHARE*

We believe that adjusted net (loss) income* and adjusted net (loss) income per diluted share* are ~~regulated by both state and federal government agencies. Regulation~~helpful in assessing our financial performance exclusive of ~~managed care products and health care services is an evolving area~~the non-cash impact of ~~law that varies from jurisdiction~~the amortization of purchased intangibles. The following table reconciles net income, which we believe to ~~jurisdiction. Regulatory agencies generally have discretion~~be the most comparable GAAP measure, to issue regulations and interpret and enforce laws and rules. Changes in applicable laws and rules occur frequently. Compliance with such laws and rules may lead to additional costs related to the implementation of additional systems, procedures and programs that we have not yet identified.adjusted net (loss) income*.



	Three Months Ended June 30,												Six Months Ended June 30,
	2017						2016						2017						2016
	(In millions, except diluted per-share amounts)
Net (loss) income	$	(230	)	$	(4.10	)	$	33		$	0.58		$	(153	)	$	(2.74	)	$	57		$	1.01
Adjustment:
Amortization of intangible assets	8			0.14			8			0.14			17			0.30			15			0.27
Income tax effect ⁽¹⁾	(3		)	(0.05		)	(3		)	(0.05		)	(6		)	(0.11		)	(5		)	(0.10		)
Amortization of intangible assets, net of tax effect	5			0.09			5			0.09			11			0.19			10			0.17
Adjusted net (loss) income*	$	(225	)	$	(4.01	)	$	38		$	0.67		$	(142	)	$	(2.55	)	$	67		$	1.18

__________________________


(1)	Income tax effect of adjustments calculated at the blended federal and state statutory tax rate of 37%.

~~Item 4. Controls and Procedures~~CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures: Our management, with the participation of our interim chief executive officer and our chief financial officer, has concluded, based upon its evaluation as of the end of the period covered by this report, that the Company’s ~~"disclosure~~“disclosure controls and ~~procedures"~~procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the ~~"Exchange Act"~~“Exchange Act”)), were not effective at the reasonable assurance level because of the material weakness in our internal control over financial reporting described below. Notwithstanding the material weakness described below, management has concluded that our consolidated financial statements included in this interim report on Form 10-Q are fairly stated in all material

respects in accordance with U.S. generally accepted accounting principles (GAAP) for each of the periods presented herein.

Existence of a Material Weakness in Internal Control as of December 31, 2016

As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016, our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2016, based on the framework set forth in Internal Control-Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

We determined that a material weakness existed in our internal control over financial reporting relating to the operation of an element of our process for calculating the amount owed to California by our California health plan. More specifically, a Medicaid Expansion contract amendment executed in the fourth quarter of 2016 changed the medical loss ratio corridor formula and such amendment was not initially considered in determining the liability. As a result, we understated net income by $44 million for the year ended December 31, 2016, which was material to our consolidated results for the year ended December 31, 2016. This amount was corrected prior to the issuance of our consolidated financial statements as of and for the year ended December 31, 2016.

Because of this material weakness, management concluded that we did not maintain effective internal control over financial reporting as of December 31, 2016, based on criteria described in Internal Control - Integrated Framework (2013) issued by COSO.

Remediation Plan for Material Weakness

We are executing the remediation plan developed to address the material weakness reported as of December 31, 2016. The remediation efforts we have implemented include the development of robust protocols to ensure that ~~information required~~the control, relating to ~~be disclosed~~the review of a contractual amendment affecting the computation of the Medicaid Expansion medical loss ratio corridor for our California health plan, is operating as designed. We believe these measures will remediate the material weakness identified above and will strengthen our internal control over financial reporting for the computation of our California Medicaid Expansion medical loss ratio corridor. We currently are targeting to complete the implementation of the control enhancements during 2017. We will test the ongoing operating effectiveness of the control enhancements subsequent to implementation, and consider the material weakness remediated after the applicable remedial control enhancements operate effectively for a sufficient period of time. If the remedial measures described above are insufficient to address the material weakness described above, or are not implemented timely, or additional deficiencies arise in the ~~reports that we file~~future, material misstatements in our interim or ~~submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified~~annual financial statements may occur in the ~~SEC’s rules~~future and ~~forms.~~

could have the effects described in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016.

Changes in Internal Control Over Financial Reporting: ~~There has been no~~Except as described above, management did not identify any change in our internal control over financial reporting during the fiscal quarter ended ~~September~~June 30, ~~2016~~2017 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

~~PART II. OTHER INFORMATION~~

~~Item 1.Legal Proceedings~~LEGAL PROCEEDINGS

For information regarding legal proceedings, see ~~Part I, Item 1 of this Form 10-Q,~~Notes to Consolidated Financial Statements, Note ~~14, "Commitments~~13, “Commitments and Contingencies."”

~~Item 1A. Risk Factors~~RISK FACTORS

Certain risk factors may have a material adverse effect on our business, financial condition, cash flows, or results of operations, and you should carefully consider them. In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in ~~Part I, Item 1A – Risk~~“Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, ~~2015~~2016 and ~~under Part II, Item 1A – Risk Factors, in~~ our Quarterly Report on Form 10-Q for the quarter ended March 31, ~~2016.~~2017. The risk factors described herein, and in our ~~2015~~2016 Annual Report on Form 10-K and ~~2016 first quarter~~our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, cash flows, or results of operations.

The Restructuring Plan may be disruptive, and we may not fully realize the anticipated benefits.

As discussed herein, we recently initiated a comprehensive Restructuring Plan to improve our profitability and operational efficiency. As part of that Restructuring Plan, we are re-designing core operating processes such as provider payment, utilization management, quality monitoring and improvement, and information technology. We are also streamlining our organization structure, including eliminating redundant layers of management. Finally, we are reducing our workforce by approximately 10%, or 1,400 full-time-equivalent positions. While we expect to benefit from the implementation of the Restructuring Plan, estimates of cost savings are inherently uncertain, and we may not be able to achieve these cost savings, or the expected operating efficiencies, within the periods we have projected, or at all. Restructuring activities may also result in a loss of continuity or institutional knowledge, inefficiency, depressed employee morale, and litigation during transitional periods and thereafter. Internal restructurings can also require a significant amount of time and focus from management and other employees, which may divert attention from our ongoing business operations. In addition, our implementation of the Restructuring Plan will require significant upfront costs. Our estimate of the costs necessary to achieve the cost savings we have identified may prove to be inaccurate, and any increase in such costs may affect our ability to achieve our anticipated cost savings within the period we have projected, or at all. If the Restructuring Plan fails to achieve all of the anticipated benefits, our business, financial condition, cash flows, or results of operations could be materially and adversely affected.

An impairment charge with respect to our recorded goodwill, or our finite-lived intangible assets, could have a material impact on our financial results.

As of December 31, 2016, the carrying amounts of goodwill and intangible assets, net, amounted to $620 million, and $140 million, respectively. Intangible assets are amortized generally on a straight-line basis over their estimated useful lives. For the reasons described below, as of June 30, 2017 the carrying amounts of goodwill and intangible assets, net, had declined to $559 million, and $112 million, respectively.

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations. Goodwill is not amortized, but is subject to an annual impairment test. We are required to test at least annually for impairment, or more frequently if adverse events or changes in circumstances indicate that the asset may be impaired. We estimate the fair values of our reporting units using discounted cash flows.

Finite-lived, separately-identified intangible assets acquired in business combinations are assets that represent future expected benefits but lack physical substance (such as purchased contract rights and provider contracts). Following the identification of any potential impairment indicators, to determine whether an impairment exists, we would compare the carrying amount of a finite-lived intangible asset with the undiscounted cash flows that are expected to result from the use of the asset or related group of assets.

In the discounted cash flow analyses, we must make assumptions about a wide variety of internal and external factors, and consider the price that would be received to sell the reporting unit as a whole in an orderly transaction between market participants at the measurement date. Significant assumptions include financial projections of free

cash flow (including significant assumptions about operations, capital requirements and income taxes), long-term growth rates for determining terminal value beyond the discretely forecasted periods, and discount rates. If these assumptions differ from actual results, the outcome of our impairment tests could be adversely affected.

Based on our impairment tests, we recorded $72 million in non-cash impairment losses for goodwill and intangibles, primarily relating to our Pathways subsidiary. In the course of developing our restructuring and profitability improvement plan, we determined that future benefits to be derived from Pathways (including integration with our health plans) will be less than previously anticipated.

We cannot accurately predict the amount and timing of any future impairment charges. Additional events could occur that would cause us to further revise our estimates and assumptions used in analyzing the value of our goodwill, and intangible assets, net. For example, if the responsive bid of one or more of our health plans is not successful, we will lose our Medicaid contract in the applicable state or states. If such state health plans have recorded goodwill and intangible assets, net, the contract loss could result in a non-cash impairment charge. Additionally, if we are unable to procure new state MMIS contracts, the outcome of our goodwill impairment tests could be adversely affected and result in a non-cash impairment charge. Such a non-cash impairment charge could have a material adverse impact on our financial results.

~~Item 2.Unregistered Sales of Equity Securities and Use of Proceeds~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~Unregistered Issuances of Equity Securities~~ISSUER PURCHASES OF EQUITY SECURITIES

~~None.~~

~~Issuer~~ Purchases of ~~Equity Securities~~

~~Share repurchase activity~~common stock made by us, or on our behalf during the ~~three months~~quarter ended ~~September~~June 30, ~~2016 was as follows:~~2017, including shares withheld by us to satisfy our employees’ income tax obligations, are set forth below:

Total Number
of Shares
Purchased (a)

Average Price
Paid per Share

Total Number of Shares
Purchased as Part of
Publicly
Announced
Plans or
Programs

Maximum
Number (or Approximate
Dollar Value)
of Shares that May Yet Be
Purchased Under the Plans
or Programs (b)
July 1 - July 31 667
$ 49.83
—
$ 50,000,000
August 1 - August 31 573
$ 56.16
—
$ 50,000,000
September 1 - September 30 329
$ 53.54
—
$ 50,000,000
Total 1,569
$ 52.92
—



	Total Number of Shares Purchased ⁽¹⁾	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares Authorized to Be Purchased Under the Plans or Programs
April 1 - April 30	12,389	$	45.60	—	$	—
May 1 - May 31	223,661	$	62.45	—	$	—
June 1 - June 30	—	$	—	—	$	—
Total	236,050	$	61.56	—

_______________________


~~(a)~~(1)	During the three months ended ~~September~~June 30, ~~2016,~~2017, we withheld ~~1,569~~236,050 shares of common stock under our 2011 Equity Incentive Plan to settle ~~our employees'~~employee income tax obligations.

INDEX TO EXHIBITS



~~(b)~~Exhibit No.	~~Effective~~	Title

4.1		Indenture, dated June 6, 2017, by and among Molina Healthcare, Inc., the Guarantors party thereto and U.S. Bank National Association, as Trustee. Filed as Exhibit 1.1 to registrant’s Form 8-K filed June 6, 2017.

4.2		Form of 4.875% Senior Notes due 2025. Included in Exhibit 1.1 to registrant’s Form 8-K filed June 6, 2017.

4.3		Form of Guarantees in connection with Indenture dated June 6, 2017. Included in Exhibit 1.1 to registrant’s Form 8-K filed June 6, 2017.

10.1		Third Amendment to Credit Agreement dated as of ~~December 16, 2015, our board~~May 19, 2017, by and among Molina Healthcare, Inc., the Guarantors party thereto, the Lenders party thereto and SunTrust Bank, in its capacities as Administrative Agent, Issuing Bank and Swingline Lender. Filed as Exhibit 10.1 to registrant’s Form 8-K filed May 22, 2017.

10.2		Amended and Restated Employment Agreement with Joseph W. White, dated June 5, 2017, and effective as of ~~directors authorized~~May 2, 2017. Filed as Exhibit 10.1 to registrant’s Form 8-K filed June 7, 2017.

10.3		Waiver and Release Agreement, dated June 24, 2017, by and between J. Mario Molina and Molina Healthcare, Inc. Filed as Exhibit 10. 1 to registrant’s Form 8-K filed June 28, 2017.

10.4		Waiver and Release Agreement, dated June 26, 2017, by and between John Molina and Molina Healthcare, Inc. Filed as Exhibit 10.2 to registrant’s Form 8-K filed June 28, 2017.

10.5		Purchase Agreement, dated May 22, 2017, by and among the ~~repurchase~~Company, the guarantors party thereto and SunTrust Robinson Humphrey, Inc., as representative of upthe several initial purchasers named in Schedule A thereto. Filed as Exhibit 1.1 to ~~$50 million in aggregate~~registrant’s Form 8-K filed May 23, 2017.

31.1		Certification of ~~our common stock or senior notes. This repurchase program extends through December 31, 2016.~~Interim Chief Executive Officer and Chief Financial Officer pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended.

32.1		Certification of Interim Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Taxonomy Instance Document.

101.SCH		XBRL Taxonomy Extension Schema Document.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

~~Item 3. Defaults Upon Senior Securities~~

~~None.~~

~~Item 4. Mine Safety Disclosures~~

~~None.~~

~~Item 5. Other Information~~

~~None.~~

~~Item 6. Exhibits~~

~~Reference is made to the accompanying Index to Exhibits.~~

SIGNATURES

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 thereunto duly authorized.



		MOLINA HEALTHCARE, INC.
		(Registrant)

Dated:	~~October 27, 2016~~August 2, 2017	/s/ JOSEPH ~~M. MOLINA, M.D.~~W. WHITE
		Joseph ~~M. Molina, M.D.~~W. White
		~~Chairman of the Board,~~
		Interim Chief Executive Officer ~~and President~~
		(Principal Executive Officer)

Dated:	~~October 27, 2016~~August 2, 2017	/s/ ~~JOHN C. MOLINA, J.D.~~JOSEPH W. WHITE
		~~John C. Molina, J.D.~~Joseph W. White
		Chief Financial Officer and Treasurer
		(Principal Financial Officer)

~~INDEX TO EXHIBITS~~

Molina Healthcare, Inc. 2017 Form 10-Q | 62



~~Exhibit No.~~		~~Title~~

~~2.1~~		Asset Purchase Agreement, dated as of August 6, 2016, between Molina Healthcare, Inc. and Aetna Inc. (Incorporated herein by reference to Exhibit 2.1 to Molina Healthcare, Inc.'s Current Report on Form 8-K filed on August 5, 2016.)

~~2.2~~		Asset Purchase Agreement, dated as of August 6, 2016, between Molina Healthcare, Inc. and Humana Inc. (Incorporated herein by reference to Exhibit 2.2 to Molina Healthcare, Inc.'s Current Report on Form 8-K filed on August 5, 2016.)

~~10.1~~		Commitment Letter, dated August 2, 2016, between Molina Healthcare, Inc. and Barclays Bank PLC (Incorporated herein by reference to Exhibit 10.1 to Molina Healthcare, Inc.'s Current Report on Form 8-K filed August 5, 2016.)

10.2*		~~Molina Healthcare, Inc. 2011 Employee Stock Purchase Plan (Filed to reflect immaterial amendments approved by the Board of Directors on July 26, 2016).~~

10.3*		~~Amendment No. 3, dated as of August 8, 2016, to the Molina Healthcare, Inc. Amended and Restated Deferred Compensation Plan (2013).~~

10.4*		~~Molina Healthcare, Inc. 2011 Equity Incentive Plan (Filed to reflect amendment to Section 16.2 approved by the Compensation Committee on October 25, 2016).~~

~~31.1~~		~~Certification of Chief Executive Officer pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended.~~

~~31.2~~		~~Certification of Chief Financial Officer pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended.~~

~~32.1~~		~~Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

~~32.2~~		~~Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

~~101.INS~~		~~XBRL Taxonomy Instance Document.~~

~~101.SCH~~		~~XBRL Taxonomy Extension Schema Document.~~

~~101.CAL~~		~~XBRL Taxonomy Extension Calculation Linkbase Document.~~

~~101.DEF~~		~~XBRL Taxonomy Extension Definition Linkbase Document.~~

~~101.LAB~~		~~XBRL Taxonomy Extension Label Linkbase Document.~~

~~101.PRE~~		~~XBRL Taxonomy Extension Presentation Linkbase Document.~~

* Management contract or compensatory plan or arrangement.



	Fair Value		Life
	(In millions)		(Years)
Intangible asset type:
Contract rights - member list	$	38	5
Provider network	7		10
	$	45



	Principal Balance		Unamortized Discount		Unamortized Issuance Costs		Net Carrying Amount
	(In millions)
September 30, 2016:
5.375% Notes	$	700	$	—	$	10	$	690
1.125% Convertible Notes	550		78		6		466
1.625% Convertible Notes	302		18		3		281
	$	1,552	$	96	$	19	$	1,437
December 31, 2015:
5.375% Notes	$	700	$	—	$	11	$	689
1.125% Convertible Notes	550		95		7		448
1.625% Convertible Notes	302		25		4		273
Other	1		—		—		1
	$	1,553	$	120	$	22	$	1,411



	Shares		Weighted Average Grant Date Fair Value
	(In thousands)
Unvested balance as of December 31, 2015	1,035		$	46.68
Granted	517		63.94
Vested	(342	)	41.79
Forfeited	(19	)	52.01
Unvested balance as of September 30, 2016	1,191		55.50



	September 30, 2016	December 31, 2015	September 30, 2015
Ending Membership by Health Plan:
California	683,000	620,000	611,000
Florida	563,000	440,000	349,000
Illinois	195,000	98,000	101,000
Michigan	387,000	328,000	340,000
New Mexico	253,000	231,000	231,000
New York (1)	37,000	—	—
Ohio	339,000	327,000	344,000
Puerto Rico	331,000	348,000	356,000
South Carolina	109,000	99,000	102,000
Texas	352,000	260,000	263,000
Utah	150,000	102,000	102,000
Washington	716,000	582,000	568,000
Wisconsin	131,000	98,000	103,000
	4,246,000	3,533,000	3,470,000
Ending Membership by Program:
Temporary Assistance for Needy Families (TANF) and Children's Health Insurance Program (CHIP)	2,529,000	2,312,000	2,249,000
Medicaid Expansion	658,000	557,000	540,000
Marketplace	568,000	205,000	226,000
Aged, Blind or Disabled (ABD)	395,000	366,000	359,000
Medicare-Medicaid Plan (MMP) – Integrated (2)	51,000	51,000	56,000
Medicare Special Needs Plans (Medicare)	45,000	42,000	40,000
	4,246,000	3,533,000	3,470,000



	Total Number of Shares Purchased (a)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (b)
July 1 - July 31	667	$	49.83	—	$	50,000,000
August 1 - August 31	573	$	56.16	—	$	50,000,000
September 1 - September 30	329	$	53.54	—	$	50,000,000
Total	1,569	$	52.92	—