On May 22, 2017, Molina Healthcare, Inc. issued a press release
announcing it intends to privately offer, subject to market and
other conditions, $330 million aggregate principal amount of senior
notes due 2025 (the Notes). The Notes are to be offered and sold
only to persons reasonably believed to be qualified institutional
buyers to Rule 144A under the Securities Act of 1933, as amended
(the “Securities Act”), and to certain persons outside the United
States in reliance on Regulation S under the Securities Act. The
full text of the press release is attached as Exhibit 99.1.

No later than ten business days after the issue date, the net
proceeds from the issuance and sale of the Notes are to be
deposited into a newly-formed segregated deposit account in the
name of the Company, and such net proceeds will be invested (and
may be reinvested) in cash and cash equivalents. Amounts
contained in such account will be used by the Company (i) on or
prior to August 20, 2018, to (a) redeem, repurchase, repay,
tender for, or acquire or retire for value (whether through one
or more tender offers, open market repurchases, redemptions or
similar transactions) all or any portion of the Company’s 1.625%
Convertible Senior Notes due 2044 (the 1.625% Convertible Notes)
or to satisfy the cash portion of any consideration due upon any
conversion of the 1.625% Convertible Notes to the requirements
contained in the indenture governing the 1.625% Convertible
Notes, and/or (b) make any interest payments due on all or any
portion of the Notes, (ii) on or after August 20, 2018, to
repurchase all or any portion of the 1.625% Convertible Notes
that the Company is obligated to repurchase to the requirements
contained in the indenture governing the 1.625% Convertible Notes
and (iii) 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 by the
indenture governing the Notes, subject to the Company complying
with clauses (i) or (ii) prior to any such amounts being used or
applied in accordance with this clause (iii). For payments made
to the foregoing clauses (i) or, to the extent applicable, (ii),
amounts permitted to be released from the segregated account
shall include amounts necessary to pay principal, any accrued and
unpaid interest due on the date of any redemption, repurchase,
repayment, tender, acquisition or retirement for value or to
satisfy the cash portion of any consideration due upon any
conversion of the 1.625% Convertible Notes, premiums (including
tender premiums) and fees and expenses incurred in connection
therewith. The funds deposited into the above- referenced
segregated deposit account will initially be classified as
non-current assets on the Company’s consolidated balance sheet.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits: