Health Net 2014 Annual Report Download - page 154

HEALTH NET, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
F-44
(ii) the date the Rights expire. In addition, at any time after a person becomes an Acquiring Person or is determined to
be an Adverse Person and prior to such person becoming (together with such person's affiliates and associates) the
beneficial owner of 50% or more of the outstanding Common Stock, at the election of our Board of Directors, the
outstanding Rights (other than those beneficially owned by an Acquiring Person, Adverse Person or an affiliate or
associate of an Acquiring Person or Adverse Person) may be exchanged, in whole or in part, for shares of Common
Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares.
Stock Repurchase Program
On May 2, 2011, our Board of Directors authorized our stock repurchase program pursuant to which a total of
$300 million of our outstanding common stock could be repurchased. On March 8, 2012, our Board of Directors
approved a $323.7 million increase to our stock repurchase program and on December 16, 2014, our Board of Directors
approved another $257.8 million increase to our stock repurchase program. This latest increase, when taken together
with the remaining authorization at that time, brought our total authorization up to $400 million.
Subject to the approval of our Board of Directors, we may repurchase our common stock under our stock
repurchase program from time to time in privately negotiated transactions, through accelerated stock repurchase
programs or open market transactions, including pursuant to a trading plan in accordance with Rules 10b5-1 and 10b-18
of the Securities Exchange Act of 1934, as amended. The timing of any repurchases and the actual number of shares of
stock repurchased will depend on a variety of factors, including the stock price, corporate and regulatory requirements,
restrictions under the Company’s debt obligations, and other market and economic conditions. Our stock repurchase
program may be suspended or discontinued at any time.
During the year ended December 31, 2013, we repurchased 2.7 million shares of our common stock for aggregate
consideration of $70.0 million under our stock repurchase program. During the year ended December 31, 2014, we
repurchased 3.0 million shares of our common stock for aggregate consideration of $137.8 million under our stock
repurchase program. The remaining authorization under our stock repurchase program as of December 31, 2014 was
$400.0 million.
Note 10—Employee Benefit Plans
Defined Contribution Retirement Plans
We and certain of our subsidiaries sponsor defined contribution retirement plans intended to qualify under
Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended (the "Code"). Certain of the plans were
amended and restated effective January 1, 2013 to comply with, among other things, Section 415 of the Code, and
certain of the plans were further amended in 2014. Participation in the Company's active plan is available to all
employees who meet certain eligibility requirements and elect to participate. Employees may contribute up to the
maximum limits allowed by Sections 401(k) and 415 of the Code, with Company contributions based on matching or
other formulas. Our expense under these plans totaled $16.3 million, $16.0 million and $16.4 million for the years
ended December 31, 2014, 2013 and 2012, respectively, and is included in general and administrative expense in our
consolidated statements of operations.
Deferred Compensation Plans
We have a voluntary deferred compensation plan pursuant to which certain management and highly compensated
employees are eligible to defer a certain portion of their regular compensation and bonuses (the "Employee Plan"). In
addition, we have a voluntary deferred compensation plan pursuant to which the non-employee members of the Health
Net, Inc. Board of Directors are eligible to defer a certain portion of their cash retainers, meeting fees and other cash
remuneration (the "BOD Plan"). The compensation deferred under these plans is credited with earnings or losses
measured by the mirrored rate of return on investments elected by plan participants. These plans are unfunded. Each
plan participant is fully vested in all deferred compensation and earnings credited to his or her account. The BOD Plan
was amended and restated effective December 1, 2009 and the Employee Plan was amended and restated effective
January 1, 2010. The plans were amended effective November 18, 2013.