6. Stockholders' Equity

Stock Compensation

At December 31, 2013 and 2014, the Company had equity-based employee incentive plans. Prior to May 18, 2011, the Company utilized the 2008 Management Incentive Plan (the "2008 MIP"), 2006 Management Incentive Plan (the "2006 MIP"), 2003 Management Incentive Plan (the "2003 MIP") and 2006 Directors' Equity Compensation Plan (collectively the "Preexisting Plans") for grants of stock options, restricted stock, restricted stock units, and stock appreciation rights, to provide incentives to officers, employees and non-employee directors.

On February 18, 2011, the board of directors of the Company approved the 2011 Management Incentive Plan ("2011 MIP"), and the 2011 MIP was approved by the Company's shareholders at the 2011 Annual Meeting of Shareholders on May 18, 2011. The 2011 MIP provides for the delivery of up to a number of shares equal to (i) 5,000,000 shares of common stock, plus (ii) the number of shares subject to outstanding awards under the Preexisting Plans which become available after shareholder approval of the 2011 MIP as a result of forfeitures, expirations, and in other permitted ways under the share recapture provisions of the 2011 MIP. Delivery of shares under "full-value" awards (awards other than options or stock appreciation rights) will be counted for each share delivered as 2.29 shares against the total number of shares reserved under the 2011 MIP. Upon shareholder approval of the 2011 MIP, no further awards were made under the Preexisting Plans, and any shares that remained available for new awards (i.e., were not committed for outstanding awards) under the Preexisting Plans were not carried forward to the 2011 MIP.

The 2011 MIP provides for awards of stock options, restricted stock awards ("RSAs"), restricted stock units ("RSUs"), stock appreciation rights, cash-denominated awards and any combination of the foregoing. A restricted stock unit is a notional account representing the right to receive a share of the Company's Common Stock (or, at the Company's option, cash in lieu thereof) at some future date. In general, stock options vest ratably on each anniversary over the three years subsequent to grant, and have a ten year life. With the exception of the shares received by the principal owners of Partners Rx and CDMI, RSAs generally vest on the anniversary of the grant. In general, RSUs vest ratably on each anniversary over the three years subsequent to grant, assuming that the associated performance hurdle(s) for that vesting year are met. Stock compensation expense is recognized using an accelerated method over the vesting period based upon the continued employment of the RSU holder and the probability of achievement of the performance hurdle(s). RSUs granted in 2012, 2013, and 2014 have performance thresholds based on EPS and return on equity ("ROE"). At December 31, 2014, 2,097,552 shares of the Company's common stock remain available for future grant under the Company's 2011 MIP.

On February 27, 2014 the board of directors of the Company approved the 2014 Employee Stock Purchase Plan ("2014 ESPP"), and the 2014 ESPP was approved by the Company's shareholders at the 2014 Annual Meeting of Shareholders on May 21, 2014. The 2014 ESPP provides for up to 200,000 shares of the Company's ordinary common stock, plus the number of shares remaining under the 2011 Employee Stock Purchase Plan, to be issued. During the years ended December 31, 2013 and 2014, 28,715 and 30,838 shares of the Company's common stock were issued under the employee stock purchase plans, respectively. At December 31, 2014, 217,101 shares of the Company's common stock remain available for future grant under the Company's 2014 ESPP.

Stock Options

Summarized information related to the Company's stock options for the years ended December 31, 2012, 2013 and 2014 is as follows:

	2012					2013
	Options			Weighted Average Exercise Price		Options			Weighted Average Exercise Price
Outstanding, beginning of period		3,841,233		$	42.65		4,268,240		$	44.35
Granted		1,402,800			47.54		1,047,133			53.18
Forfeited		(444,939	)		46.08		(165,734	)		49.66
Exercised		(530,854	)		39.03		(1,139,493	)		41.53

Outstanding, end of period		4,268,240		$	44.35		4,010,146		$	47.23

	2014
	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding, beginning of period		4,010,146		$	47.23
Granted		769,636			59.62
Forfeited		(267,028	)		53.74
Exercised		(1,191,691	)		44.45

Outstanding, end of period		3,321,063		$	50.58		6.98	$	31,648


Vested and expected to vest at end of period		3,292,871		$	50.53		6.96	$	31,551


Exercisable, end of period		1,693,694		$	46.58		5.56	$	22,813

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (based upon the difference between the Company's closing stock price on the last trading day of 2014 of $60.03 and the exercise price) for all in-the-money options as of December 31, 2014. This amount changes based on the fair market value of the Company's common stock.

The total pre-tax intrinsic value of options exercised (based on the difference between the Company's closing stock price on the day the option was exercised and the exercise price) during the years ended December 31, 2012, 2013 and 2014 was $6.4 million, $18.2 million, and $19.7 million, respectively.

The weighted average grant date fair value per share of substantially all stock options granted during the years ended December 31, 2012, 2013 and 2014 was $11.65, $12.24 and $13.49, respectively, as estimated using the Black-Scholes-Merton option pricing model based on the following weighted average assumptions:

	2012			2013			2014
Risk-free interest rate		0.66	%		0.67	%		1.16	%
Expected life		4 years			4 years			4 years
Expected volatility		30.30	%		27.86	%		26.20	%
Expected dividend yield		0.00	%		0.00	%		0.00	%

For the years ended December 31, 2012, 2013 and 2014, expected volatility was based on the historical volatility of the Company's stock price.

As of December 31, 2014, there was $12.5 million of total unrecognized compensation expense related to nonvested stock options that is expected to be recognized over a weighted average remaining recognition period of 1.92 years. The total fair value of options vested during the year ended December 31, 2014 was $11.3 million.

The benefits of tax deductions in excess of recognized stock compensation expense are reported as a financing cash flow, rather than as an operating cash flow. In the years ended December 31, 2012, 2013 and 2014, approximately $1.0 million, $3.2 million and $3.2 million, respectively, of benefits of such tax deductions related to stock compensation expense were realized and as such were reported as financing cash flows. For the year ended December 31, 2014, the net change to additional paid-in capital related to tax benefits (deficiencies) was $3.0 million which primarily consists of the $3.2 million of excess tax benefits offset by $0.3 million of tax deficiencies. For the year ended December 31, 2013, the net change to additional paid-in capital related to tax benefits (deficiencies) was $2.3 million which primarily consists of the $3.2 million of excess tax benefits offset by $0.8 million of tax deficiencies. For the year ended December 31, 2012, the change to additional paid-in capital related to tax benefits (deficiencies) was $0.1 million which includes the $1.0 million of excess tax benefits offset by $0.9 million of tax deficiencies and adjustments to prior years' tax benefit from exercise of stock options and vesting of stock awards.

Restricted Stock Awards

Summarized information related to the Company's nonvested RSAs for the years ended December 31, 2012, 2013 and 2014 is as follows:

	2012					2013					2014
	Shares			Weighted Average Grant Date Fair Value		Shares			Weighted Average Grant Date Fair Value		Shares			Weighted Average Grant Date Fair Value
Outstanding, beginning of period		18,748		$	52.11		23,672		$	42.25		192,165		$	56.59
Awarded(1)		23,672			42.25		192,165			56.59		1,451,231			57.75
Vested		(18,748	)		52.11		(23,672	)		42.25		(16,569	)		52.82
Forfeited		—			—		—			—		—			—

Outstanding, ending of period		23,672		$	42.25		192,165		$	56.59		1,626,827		$	57.66

(1)	December 31, 2013 includes 175,596 shares associated with the Partners Rx acquisition. December 31, 2014 includes 1,433,946 shares associated with the CDMI acquisition.

As of December 31, 2014, there was $68.1 million of unrecognized stock compensation expense related to nonvested restricted stock awards. This cost is expected to be recognized over a weighted-average period of 2.38 years.

Restricted Stock Units

Summarized information related to the Company's nonvested RSUs for the years ended December 31, 2012, 2013 and 2014 is as follows:

	2012					2013					2014
	Shares			Weighted Grant Date Fair Value		Shares			Weighted Grant Date Fair Value		Shares			Weighted Grant Date Fair Value
Outstanding, beginning of period		206,338		$	44.63		202,690		$	47.38		194,913		$	50.21
Awarded		131,913			47.48		98,580			52.62		76,306			60.39
Vested		(99,976	)		41.81		(95,138	)		46.72		(91,510	)		49.53
Forfeited		(35,585	)		47.43		(11,219	)		49.79		(23,014	)		54.86

Outstanding, ending of period		202,690		$	47.38		194,913		$	50.21		156,695		$	54.88

As of December 31, 2014, there was $4.1 million of unrecognized stock compensation expense related to nonvested restricted stock units. This cost is expected to be recognized over a weighted-average period of 2.01 years.

Income per Common Share Attributable to Magellan Health, Inc.

The following table reconciles income (numerator) and shares (denominator) used in the Company's computations of net income per share for the years ended December 31, 2012, 2013 and 2014 (in thousands, except per share data):

	2012		2013		2014
Numerator:
Net income attributable to Magellan Health, Inc.	$	151,027	$	125,261	$	79,404


Denominator:
Weighted average number of common shares outstanding—basic		27,386		27,054		26,689
Common stock equivalents—stock options		406		564		495
Common stock equivalents—restricted stock awards		11		13		155
Common stock equivalents—restricted stock units		77		42		14
Common stock equivalents—employee stock purchase plan		2		2		2

Weighted average number of common shares outstanding—diluted		27,882		27,675		27,355


Net income attributable to Magellan Health, Inc. per common share—basic	$	5.51	$	4.63	$	2.98


Net income attributable to Magellan Health, Inc. per common share—diluted	$	5.42	$	4.53	$	2.90

The weighted average number of common shares outstanding for the years ended December 31, 2012, 2013 and 2014 was calculated using outstanding shares of the Company's common stock. Common stock equivalents included in the calculation of diluted weighted average common shares outstanding for the years ended December 31, 2012, 2013 and 2014 represent stock options to purchase shares of the Company's common stock, restricted stock awards, restricted stock units and stock purchased under the ESPP.

For the years ended December 31, 2012, 2013 and 2014, the Company had additional potential dilutive securities outstanding representing 2.2 million, 0.8 million and 0.7 million options, respectively, that were not included in the computation of dilutive securities because they were anti-dilutive for such periods. Had these shares not been anti-dilutive, all of these shares would not have been included in the net income per common share calculation as the Company uses the treasury stock method of calculating diluted shares.

Stock Repurchases

The Company's board of directors has previously authorized a series of stock repurchase plans. Stock repurchases for each such plan could be executed through open market repurchases, privately negotiated transactions, accelerated share repurchases or other means. The board of directors authorized management to execute stock repurchase transactions from time to time and in such amounts and via such methods as management deemed appropriate. Each stock repurchase program could be limited or terminated at any time without prior notice.

On October 25, 2011 the Company's board of directors approved a stock repurchase plan which authorized the Company to purchase up to $200 million of its outstanding common stock through October 25, 2013. On July 24, 2013 the Company's board of directors approved an increase and extension of the stock repurchase plan which authorized the Company to purchase up to $300 million of its outstanding stock through October 25, 2015.

Pursuant to this program, the Company made open market purchases as follows (aggregate cost excludes broker commissions and is reflected in millions):

Period	Total Number of Shares Purchased		Average Price Paid per Share		Aggregate Cost
November 11, 2011 - December 31, 2011		671,776	$	48.72	$	32.7
January 1, 2012 - December 31, 2012		459,252		50.27		23.1
January 1, 2013 - December 31, 2013		1,159,871		51.83		60.1
January 1, 2014 - November 21, 2014		3,183,306		57.82		184.1

		5,474,205			$	300.0

On October 22, 2014 the Company's board of directors approved a new stock repurchase plan which authorized the Company to purchase up to $200 million of its outstanding common stock through October 22, 2016. Pursuant to this program, the Company made open market purchases as follows (aggregate cost excludes broker commissions and is reflected in millions):

Period	Total Number of Shares Purchased		Average Price Paid per Share		Aggregate Cost
November 24, 2014 - December 31, 2014		232,170	$	60.65	$	14.1

During the period from January 1, 2015 through February 23, 2015, the Company made additional open market purchases of 352,592 shares of the Company's common stock at an aggregate cost of $21.3 million (excluding broker commissions).

Recent Sales of Unregistered Securities

On September 6, 2013, the Company and Partners Rx entered into a merger agreement pursuant to which on October 1, 2013 certain principal owners of Partners Rx purchased 175,596 shares of the Company's restricted stock for a total purchase price of $10 million. The purchase price of the shares was equal to the average of the closing prices of the Company's stock for the five trading day period on the day prior to the execution of the Merger Agreement. The shares received by such principal owners of Partners Rx are subject to vesting over three years with 50% vesting on the second anniversary of the acquisition and 50% vesting on the third anniversary of the acquisition, conditioned on continued employment with the Company on the applicable vesting dates. The shares were issued to the principal owners of Partners Rx in a private placement pursuant to Section 4(a)(2) of the Securities Act.

On March 31, 2014, the Company and CDMI, LLC entered into a purchase agreement pursuant to which on April 30, 2014 the sellers and key management of CDMI purchased 1,433,946 shares of the Company's restricted stock for a total purchase price of $80 million. The aggregate number of shares issued was determined by dividing $80.0 million by the volume weighted average trading prices per share of Magellan's ordinary common stock on the NASDAQ as reported by Bloomberg US L.P. using its "Volume at Price" function over the five trading days ended on the trading day prior to the closing of the purchase agreement. The shares received by such sellers and key management of CDMI are subject to vesting over 42 months with 25% vesting after 18 months and 75% vesting after 42 months, conditioned on continued employment. The shares were issued to the sellers and key management of CDMI in a private placement pursuant to Section 4(a)(2) of the Securities Act.