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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 30, 2014March 31, 2015

Or

o

 

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

For the transition period from               to             

Commission File No. 1-6639

MAGELLAN HEALTH, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
 58-1076937
(IRS Employer
Identification No.)

4800 Scottsdale Rd, Suite 4400
Scottsdale, Arizona

(Address of principal executive offices)

 


85251

(Zip code)

(602) 572-6050
(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 twelve 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 o

        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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý    No o

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ý Accelerated filer o Non-accelerated filer o
(Do not check if a
smaller reporting company)
 Smaller reporting company o

        Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

        The number of shares of the registrant's Ordinary Common Stock outstanding as of September 30, 2014March 31, 2015 was 27,645,831.27,326,375.

   


Table of Contents


FORM 10-Q
MAGELLAN HEALTH, INC. AND SUBSIDIARIES
INDEX

 
  
 Page No.

PART I—Financial Information:

  


Item 1:


 


Financial Statements


 



2




 


Consolidated Balance Sheets—December 31, 20132014 and September 30, 2014March 31, 2015


 



2




 


Consolidated Statements of Income—For the Three and Nine Months Ended September 30, 2013March 31, 2014 and 20142015


 



3




 


Consolidated Statements of Comprehensive Income—For the Three and Nine Months Ended September 30, 2013March 31, 2014 and 20142015


 



4




 


Consolidated Statements of Cash Flows—For the NineThree Months Ended September 30, 2013March 31, 2014 and 20142015


 



5




 


Notes to Consolidated Financial Statements


 



6



Item 2:


 


Management's Discussion and Analysis of Financial Condition and Results of Operations


 

36

31



Item 3:


 


Quantitative and Qualitative Disclosures about Market Risk


 

57

42



Item 4:


 


Controls and Procedures


 

57

42





PART II—Other Information:


 



 


Item 1:


 


Legal Proceedings


 

58

43



Item 1A:


 


Risk Factors


 

58

43



Item 2:


 


Unregistered Sales of Equity Securities and Use of Proceeds


 

58

43



Item 3:


 


Defaults Upon Senior Securities


 

59

44



Item 4:


 


Mine Safety Disclosures


 

59

44



Item 5:


 


Other Information


 

59

44



Item 6:


 


Exhibits


 

60

45



Signatures


 

61

46


Table of Contents


PART I—FINANCIAL INFORMATION

Item 1.    Financial Statements.


MAGELLAN HEALTH, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

 
 December 31,
2014
 March 31,
2015
 
 
  
 (unaudited)
 

ASSETS

       

Current Assets:

       

Cash and cash equivalents

 $255,303 $231,351 

Restricted cash

  215,325  205,586 

Accounts receivable, less allowance for doubtful accounts of $4,047 and $3,870 at December 31, 2014 and March 31, 2015, respectively

  353,713  354,750 

Short-term investments (restricted investments of $132,808 and $148,109 at December 31, 2014 and March 31, 2015, respectively)

  224,361  261,180 

Deferred income taxes

  27,226  26,656 

Pharmaceutical inventory

  39,375  34,605 

Other current assets (restricted deposits of $30,620 and $31,204 at December 31, 2014 and March 31, 2015, respectively)

  52,246  77,483 

Total Current Assets

  1,167,549  1,191,611 

Property and equipment, net

  171,916  176,593 

Restricted long-term investments

  43,293  41,402 

Other long-term assets

  11,575  13,468 

Goodwill

  566,106  574,847 

Other intangible assets, net

  133,718  131,779 

Total Assets

 $2,094,157 $2,129,700 

LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST AND STOCKHOLDERS' EQUITY

       

Current Liabilities:

       

Accounts payable

 $63,929 $53,707 

Accrued liabilities

  154,931  142,888 

Medical claims payable

  278,482  277,318 

Other medical liabilities

  72,719  97,596 

Current maturities of long-term debt and capital lease obligations

  15,779  15,794 

Total Current Liabilities

  585,840  587,303 

Long-term debt and capital lease obligations

  255,742  252,065 

Deferred income taxes

  30,950  28,618 

Tax contingencies

  12,320  11,078 

Contingent consideration

  49,839  61,319 

Deferred credits and other long-term liabilities

  19,951  19,471 

Total Liabilities

  954,642  959,854 

Redeemable non-controlling interest

  5,957  8,548 

Preferred stock, par value $.01 per share

  
 
  
 
 

Authorized—10,000 shares at December 31, 2014 and March 31, 2015—Issued and outstanding—none

     

Ordinary common stock, par value $.01 per share

       

Authorized—100,000 shares at December 31, 2014 and March 31, 2015—Issued and outstanding—50,085 shares and 26,935 shares at December 31, 2014, respectively, and 50,986 and 27,326 shares at March 31, 2015, respectively

  501  510 

Multi-Vote common stock, par value $.01 per share

       

Authorized—40,000 shares at December 31, 2014 and March 31, 2015—Issued and outstanding—none

     

Other Stockholders' Equity:

       

Additional paid-in capital

  1,018,266  1,070,336 

Retained earnings

  1,179,897  1,187,185 

Accumulated other comprehensive loss

  (143) (74)

Ordinary common stock in treasury, at cost, 23,150 shares and 23,660 shares at December 31, 2014 and March 31, 2015, respectively

  (1,064,963) (1,096,659)

Total Stockholders' Equity

  1,133,558  1,161,298 

Total Liabilities, Redeemable Non-Controlling Interest and Stockholders' Equity

 $2,094,157 $2,129,700 

See accompanying notes to consolidated financial statements.


Table of Contents


MAGELLAN HEALTH, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share amounts)

 
 Three Months Ended
March 31,
 
 
 2014 2015 

Net revenue:

       

Managed care and other

 $829,591 $748,650 

PBM and dispensing

  136,884  232,318 

Total net revenue

  966,475  980,968 

Cost and expenses:

       

Cost of care

  605,708  522,328 

Cost of goods sold

  125,298  218,207 

Direct service costs and other operating expenses(1)(2)

  164,722  204,450 

Depreciation and amortization

  20,229  23,496 

Interest expense

  836  1,626 

Interest income

  (311) (466)

Total costs and expenses

  916,482  969,641 

Income before income taxes

  49,993  11,327 

Provision for income taxes

  25,613  4,133 

Net income

  24,380  7,194 

Less: net income (loss) attributable to non-controlling interest

  (1,340) (94)

Net income attributable to Magellan Health, Inc. 

 $25,720 $7,288 

Net income per common share attributable to Magellan Health, Inc.:

       

Basic (See Note B)

 $0.94 $0.29 

Diluted (See Note B)

 $0.92 $0.28 

(1)
Includes stock compensation expense of $4,472 and $13,901 for the three months ended March 31, 2014 and 2015, respectively.

(2)
Includes changes in fair value of contingent consideration of $14,969 for the three months ended March 31, 2015.

See accompanying notes to consolidated financial statements.


Table of Contents


MAGELLAN HEALTH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)

 
 Three Months
Ended
March 31,
 
 
 2014 2015 

Net income

 $24,380 $7,194 

Other comprehensive income:

       

Unrealized gains on available-for-sale securities(1)

  43  69 

Comprehensive income

  24,423  7,263 

Less: comprehensive income (loss) attributable to non-controlling interest

  (1,340) (94)

Comprehensive income attributable to Magellan Health, Inc. 

 $25,763 $7,357 

(1)
Net of income tax provision of $29 and $45 for the three months ended March 31, 2014 and 2015, respectively.

See accompanying notes to consolidated financial statements.


Table of Contents


MAGELLAN HEALTH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31,

(Unaudited)

(In thousands)

 
 December 31, 2013 September 30, 2014 
 
  
 (unaudited)
 

ASSETS

       

Current Assets:

       

Cash and cash equivalents

 $203,187 $368,273 

Restricted cash

  236,696  165,166 

Accounts receivable, less allowance for doubtful accounts of $5,447 and $4,763 at December 31, 2013 and September 30, 2014, respectively

  238,185  302,682 

Short-term investments (restricted investments of $117,674 and $128,043 at December 31, 2013 and September 30, 2014, respectively)

  175,883  150,558 

Deferred income taxes

  37,530  36,090 

Pharmaceutical inventory

  49,609  40,899 

Other current assets (restricted deposits of $25,009 and $32,692 at December 31, 2013 and September 30, 2014, respectively)

  48,268  67,172 
      

Total Current Assets

  989,358  1,130,840 

Property and equipment, net

  172,333  175,521 

Restricted long-term investments

  32,430  50,866 

Other long-term assets

  7,197  11,601 

Goodwill

  488,206  566,106 

Other intangible assets, net

  69,694  140,313 
      

Total Assets

 $1,759,218 $2,075,247 
      
      

LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST AND STOCKHOLDERS' EQUITY

       

Current Liabilities:

       

Accounts payable

 $42,853 $65,382 

Accrued liabilities

  134,652  121,408 

Medical claims payable

  228,341  281,133 

Other medical liabilities

  67,416  54,338 

Current maturities of long-term debt and capital lease obligations

  3,005  15,484 
      

Total Current Liabilities

  476,267  537,745 

Long-term debt and capital lease obligations

  23,720  258,868 

Deferred income taxes

  42,046  43,069 

Tax contingencies

  32,343  14,217 

Contingent consideration

    47,941 

Deferred credits and other long-term liabilities

  17,803  21,744 
      

Total Liabilities

  592,179  923,584 
      

Redeemable non-controlling interest

  10,554  7,200 

Preferred stock, par value $.01 per share

  
 
  
 
 

Authorized—10,000 shares at December 31, 2013 and September 30, 2014—Issued and outstanding—none

     

Ordinary common stock, par value $.01 per share

       

Authorized—100,000 shares at December 31, 2013 and September 30, 2014—Issued and outstanding—47,351 shares and 27,616 shares at December 31, 2013, respectively, and 49,834 and 27,646 shares at September 30, 2014, respectively

  474  498 

Multi-Vote common stock, par value $.01 per share

       

Authorized—40,000 shares at December 31, 2013 and September 30, 2014—Issued and outstanding—none

     

Other Stockholders' Equity:

       

Additional paid-in capital

  922,325  994,728 

Retained earnings

  1,100,493  1,158,332 

Accumulated other comprehensive loss

  (93) (91)

Ordinary common stock in treasury, at cost, 19,735 shares and 22,188 shares at December 31, 2013 and September 30, 2014, respectively

  (866,714) (1,009,004)
      

Total Stockholders' Equity

  1,156,485  1,144,463 
      

Total Liabilities, Redeemable Non-Controlling Interest and Stockholders' Equity

 $1,759,218 $2,075,247 
      
      
 
 2014 2015 

Cash flows from operating activities:

       

Net income

 $24,380 $7,194 

Adjustments to reconcile net income to net cash provided by operating activities:

       

Depreciation and amortization

  20,229  23,496 

Non-cash interest expense

  184  99 

Non-cash stock compensation expense

  4,472  13,901 

Non-cash income tax benefit

  (3,733) (2,263)

Non-cash amortization on investments

  1,611  1,539 

Cash flows from changes in assets and liabilities, net of effects from acquisitions of businesses:

       

Restricted cash

  (27,870) 9,739 

Accounts receivable, net

  34,843  1,425 

Pharmaceutical inventory

  2,504  4,770 

Other assets

  (17,273) (27,219)

Accounts payable and accrued liabilities

  30,344  (22,398)

Medical claims payable and other medical liabilities

  9,803  23,663 

Tax contingencies

  801  (787)

Deferred credits and other long-term liabilities

  2,533  11,000 

Other

  (1) (3)

Net cash provided by operating activities

  82,827  44,156 

Cash flows from investing activities:

       

Capital expenditures

  (11,059) (21,396)

Acquisitions and investments in businesses, net of cash acquired

    (13,640)

Purchase of investments

  (76,548) (128,851)

Maturity of investments

  74,424  92,499 

Net cash used in investing activities

  (13,183) (71,388)

Cash flows from financing activities:

       

Payments to acquire treasury stock

  (16,970) (32,112)

Proceeds from exercise of stock options and warrants

  7,180  36,900 

Payments on long-term debt and capital lease obligations

  (1,117) (3,662)

Tax benefit from exercise of stock options and vesting of stock awards

  517  2,961 

Other

  (1,141) (807)

Net cash (used in) provided by financing activities

  (11,531) 3,280 

Net increase (decrease) in cash and cash equivalents

  58,113  (23,952)

Cash and cash equivalents at beginning of period

  203,187  255,303 

Cash and cash equivalents at end of period

 $261,300 $231,351 

   

See accompanying notes to consolidated financial statements.


Table of Contents


MAGELLAN HEALTH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share amounts)

 
 Three Months Ended
September 30,
 Nine Months Ended
September 30,
 
 
 2013 2014 2013 2014 

Net revenue:

             

Managed care and other

 $770,113 $703,020 $2,239,422 $2,214,885 

PBM and dispensing

  103,485  220,150  298,685  562,774 
          

Total net revenue

  873,598  923,170  2,538,107  2,777,659 
          

Cost and expenses:

             

Cost of care

  564,537  495,180  1,627,194  1,582,505 

Cost of goods sold

  97,503  202,180  281,190  520,044 

Direct service costs and other operating expenses(1)

  156,834  176,928  440,958  520,684 

Depreciation and amortization

  17,654  23,956  50,770  66,665 

Interest expense

  789  2,879  2,191  5,719 

Interest income

  (291) (241) (1,002) (827)
          

Total costs and expenses

  837,026  900,882  2,401,301  2,694,790 
          

Income before income taxes

  36,572  22,288  136,806  82,869 

(Benefit) provision for income taxes

  (10,660) (3,490) 30,036  28,384 
          

Net income

  47,232  25,778  106,770  54,485 

Less: net income (loss) attributable to non-controlling interest

    (1,355)   (3,354)
          

Net income attributable to Magellan Health, Inc. 

 $47,232 $27,133 $106,770 $57,839 
          
          

Net income per common share attributable to Magellan Health, Inc.:

             

Basic (See Note B)

 $1.75 $1.02 $3.96 $2.14 

Diluted (See Note B)

 $1.70 $1.00 $3.87 $2.09 

(1)
Includes stock compensation expense of $4,524 and $11,961 for the three months ended September 30, 2013 and 2014, respectively, and $14,764 and $25,983 for the nine months ended September 30, 2013 and 2014, respectively.

See accompanying notes to consolidated financial statements.


Table of Contents


MAGELLAN HEALTH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)

 
 Three Months Ended
September 30,
 Nine Months Ended
September 30,
 
 
 2013 2014 2013 2014 

Net income

 $47,232 $25,778 $106,770 $54,485 

Other comprehensive income:

             

Unrealized gains (losses) on available-for-sale securities(1)

  110  (111) (37) 2 
          

Comprehensive income

  47,342  25,667  106,733  54,487 

Less: comprehensive income (loss) attributable to non-controlling interest

    (1,355)   (3,354)
          

Comprehensive income attributable to Magellan Health, Inc. 

 $47,342 $27,022 $106,733 $57,841 
          
          

(1)
Net of income tax provision (benefit) of $74 and $(74) for the three months ended September 30, 2013 and 2014, respectively, and $(25) and $1 for the nine months ended September 30, 2013 and 2014, respectively.

See accompanying notes to consolidated financial statements.


Table of Contents


MAGELLAN HEALTH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30,

(Unaudited)

(In thousands)

 
 2013 2014 

Cash flows from operating activities:

       

Net income

 $106,770 $54,485 

Adjustments to reconcile net income to net cash provided by operating activities:

       

Depreciation and amortization

  50,770  66,665 

Non-cash interest expense

  552  3,888 

Non-cash stock compensation expense

  14,764  25,983 

Non-cash income tax (benefit) expense

  (164) 813 

Non-cash amortization on investments

  7,273  3,620 

Realized loss on sale of investments

    40 

Cash flows from changes in assets and liabilities, net of effects from acquisitions of businesses:

       

Restricted cash

  17,987  71,530 

Accounts receivable, net

  (19,231) (19,492)

Pharmaceutical inventory

  (1,680) 8,710 

Other assets

  (9,781) (22,378)

Accounts payable and accrued liabilities

  6,685  (28,461)

Medical claims payable and other medical liabilities

  16,144  39,940 

Tax contingencies

  (22,981) (15,179)

Deferred credits and other long-term liabilities

  2,221  3,940 

Other

  1,953  138 
      

Net cash provided by operating activities

  171,282  194,242 
      

Cash flows from investing activities:

       

Capital expenditures

  (42,091) (50,597)

Acquisitions and investments in businesses, net of cash acquired

    (132,210)

Purchase of investments

  (235,946) (216,958)

Maturity of investments

  233,723  220,191 

Other

  (7,900)  
      

Net cash used in investing activities

  (52,214) (179,574)
      

Cash flows from financing activities:

       

Proceeds from issuance of debt

    250,000 

Payments to acquire treasury stock

  (49,462) (139,316)

Proceeds from exercise of stock options and warrants

  24,548  41,685 

Payments on capital lease obligations

  (2,310) (2,606)

Other

  484  655 
      

Net cash (used in) provided by financing activities

  (26,740) 150,418 
      

Net increase in cash and cash equivalents

  92,328  165,086 

Cash and cash equivalents at beginning of period

  189,464  203,187 
      

Cash and cash equivalents at end of period

 $281,792 $368,273 
      
      

Supplemental cash flow data:

       

Non-cash investing activites:

       

Property and equipment acquired under capital leases

 $29,323 $216 
      
      

See accompanying notes to consolidated financial statements.


Table of Contents


MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014MARCH 31, 2015

(Unaudited)

NOTE A—General

Basis of Presentation

        The accompanying unaudited consolidated financial statements of Magellan Health, Inc., a Delaware corporation ("Magellan"), include the accounts of Magellan and its majority owned subsidiaries and all variable interest entities ("VIEs") for which Magellan is the primary beneficiary (together with Magellan, the "Company"). The financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the Securities and Exchange Commission's (the "SEC") instructions to Form 10-Q. Accordingly, the financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments considered necessary for a fair presentation, have been included. The results of operations for the three and nine months ended September 30, 2014March 31, 2015 are not necessarily indicative of the results to be expected for the full year. All significant intercompany accounts and transactions have been eliminated in consolidation.

        The Company has evaluated subsequent events for recognition or disclosure in the consolidated financial statements filed on this Form 10-Q. Other than as described in Note F—"Subsequent Events", the Company did not have any material recognizable events during the period.

        These unaudited consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 20132014 and the notes thereto, which are included in the Company's Annual Report on Form 10-K filed with the SEC on March 3, 2014.February 26, 2015.

Business Overview

        The Company is engaged in the healthcare management business, and is focused on meeting needs in areas of healthcare that are fast growing, highly complex and high cost, with an emphasis on special population management. The Company provides services to health plans and other managed care organizations ("MCOs"), insurance companies, employers, labor unions, various military and governmental agencies, third party administrators, consultants and brokers. The Company's business is divided into the following five segments, based on the services it provides and/or the customers that it serves, as described below.

Managed Healthcare

        Two of the Company's segments are in the managed healthcare business. This line of business reflects the Company's: (i) management of behavioral healthcare services, and (ii) the integrated management of physical, behavioral and pharmaceutical healthcare for special populations, delivered through Magellan Complete Care ("MCC"). The Company's coordination and management of physical and behavioral healthcare includes services provided through its comprehensive network of medical and behavioral health professionals, clinics, hospitals and ancillary service providers. This network of credentialed and privileged providers is integrated with clinical and quality improvement programs to enhance the healthcare experience for individuals in need of care, while at the same time managing the cost of these services for our customers. The treatment services provided through the Company's


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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2014

(Unaudited)

NOTE A—General (Continued)

provider network include outpatient programs, intermediate care programs, inpatient treatment and crisis intervention services. The Company generally does not directly provide or own any provider of


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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

MARCH 31, 2015

(Unaudited)

NOTE A—General (Continued)

treatment services, although it does employ licensed behavioral health counselors to deliver non-medical counseling under certain government contracts.

        The Company's integrated management of physical and behavioral healthcare includes its full service health plans which provide for the holistic management of special populations. These special populations include individuals with serious mental illness, dual eligibles, those eligible for long term care and other populations with unique and often complex healthcare needs.

        The Company provides its management services primarily through: (i) risk-based products, where the Company assumes all or a substantial portion of the responsibility for the cost of providing treatment services in exchange for a fixed per member per month fee, (ii) administrative services only ("ASO") products, where the Company provides services such as utilization review, claims administration and/or provider network management, but does not assume responsibility for the cost of the treatment services, and (iii) employee assistance programs ("EAPs") where the Company provides short-term outpatient behavioral counseling services.

        The managed healthcare business is managedincludes the following two segments, which are differentiated based on the services provided and/or the customers served, through the following two segments:served:

        Commercial.    The Managed Healthcare Commercial segment ("Commercial") generally reflects managed behavioral healthcare services and EAP services provided under contracts with health plans insurance companies and other MCOs for some or all of their commercial, Medicaid and Medicare members, as well as with employers, including corporations, governmental agencies, military and labor unions. Commercial's contracts encompass risk-based, ASO and EAP arrangements. As of March 31, 2015, Commercial's covered lives were 2.7 million, 15.1 million and 13.4 million for risk-based, ASO and EAP products, respectively. For the three months ended March 31, 2015, Commercial's revenue was $69.7 million, $31.3 million and $51.5 million for risk-based, ASO and EAP products, respectively.

        Public Sector.    The Managed Healthcare Public Sector segment ("Public Sector") generally reflects: (i) the management of behavioral healthhealthcare services provided to recipients under Medicaid and other state sponsored programs under contracts with state and local governmental agencies, and (ii) the integrated management of physical, behavioral and pharmaceutical care for special populations covered under Medicaid and other government sponsored programs. Public Sector contracts encompass either risk-based or ASO arrangements. As of March 31, 2015, Public Sector's covered lives were 1.4 million and 1.8 million for risk-based and ASO products, respectively. For the three months ended March 31, 2015, Public Sector's revenue was $407.8 million and $15.2 million for risk-based and ASO products, respectively.

Specialty Solutions

        The Specialty Solutions segment ("Specialty Solutions") generally reflects the management of the delivery of diagnostic imaging (radiology benefits management or "RBM") and a variety of other specialty areas such as radiation oncology, obstetrical ultrasound, cardiology and musculoskeletal management to ensure that such services are clinically appropriate and cost effective. The Company's Specialty Solutions services are currently provided under contracts with health plans and insurance companies other MCOs


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for some or all of their commercial, Medicaid and Medicare members. The Company also contracts with state and local governmental agencies for the provision of such services to Medicaid recipients. The Company offers its Specialty Solutions services through risk-based contracts, where the Company assumes all or a substantial portion of the responsibility for the cost of providing services,


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and through ASO contracts, where the Company provides services such as utilization review and claims administration, but does not assume responsibility for the cost of the services. As of March 31, 2015, covered lives for Specialty Solutions were 7.2 million and 15.0 million for risk-based and ASO products, respectively. For the three months ended March 31, 2015, revenue for Specialty Solutions was $110.2 million and $14.1 million for risk-based and ASO products, respectively.

Pharmacy Management

        The Pharmacy Management segment ("Pharmacy Management") comprises products and solutions that provide clinical and financial management of drugs paid under medical and pharmacy benefit programs. Pharmacy Management's services includeinclude: (i) traditional pharmacy benefit management ("PBM") services; (ii) pharmacy benefit administration ("PBA") for state Medicaid and other government sponsored programs; (iii) specialty pharmaceutical dispensing operations, contracting and formulary optimization programs; (iv) medical pharmacy management programs; and (v) programs for the integrated management of specialty drugs across both the medical and pharmacy benefit that treat complex conditions, regardless of site of service, method of delivery, or benefit reimbursement. In addition, the Company had aPharmacy Management has subcontract arrangementarrangements to provide PBM services on a risk basis for one ofcertain Public Sector's customers, which terminated on March 31, 2014.Sector customers.

        The Company's Pharmacy Management programs are provided under contracts with health plans, employers, Medicaid MCOs, state Medicaid programs, and other government agencies, and encompass risk-based and fee-for-service ("FFS") arrangements. During the three months ended March 31, 2015, Pharmacy Management paid 3.0 million adjusted commercial network claims in the Company's PBM business. As of March 31, 2015, the Company had a generic dispensing rate of 82.9 percent within its commercial PBM business. In addition, during the three months ended March 31, 2015, the Company paid 14.8 million adjusted PBA claims and 27.9 thousand specialty dispensing claims. Adjusted claim totals apply a multiple of three for each 90-day and traditional mail claim. In addition, as of March 31, 2015, Pharmacy Management served 0.9 million commercial PBM members, 10.5 million members in its medical pharmacy management programs, and 26 states and the District of Columbia in its PBA business.

Corporate

        This segment of the Company is comprised primarily of operational support functions such as sales and marketing and information technology, as well as corporate support functions such as executive, finance, human resources and legal.

Summary of Significant Accounting Policies

Recent Accounting Pronouncements

        In July 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2011-06, "Other Expenses (Topic 720): Fees Paid to the Federal Government by Health Insurers (a consensus of the FASB Emerging Issues Task Force)" ("ASU 2011-06"), which addresses how fees mandated by the Patient Protection and the Affordable Care Act ("ACA"), as amended by the Health Care and Education Reconciliation Act of 2010 (collectively, the "Health Reform Law"), should be recognized and classified in the income statements of health insurers. The Health Reform Law imposes a mandatory annual fee on health insurers for each calendar year beginning on or after January 1, 2014. ASU 2011-06 stipulates that the liability incurred for that fee be amortized to expense over the calendar year in which it is payable. This ASU is effective for calendar years beginning after December 31, 2013, when the fee initially becomes effective. The Company is currently pursuing rate adjustments to cover the direct costs of these fees and the impact from non-deductibility of such fees for federal and state income tax purposes. To the extent the Company has a state public sector customer that does not renew, there may be some impact due to taxes paid where the timing and amount of recoupment of these additional costs is uncertain. In the event the Company is unable to obtain rate adjustments to cover the financial impact of the annual fee, the fee


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may have a material impact on the Company. AsSummary of September 30, 2014, the Company has obtained signed commitments from six of its customers to recover the economic impact of the ACA fees. For 2014, the projected ACA fee is currently estimated to be $21.4 million and is included in accrued liabilities in the consolidated balance sheets. Of this amount $5.4 million and $16.1 million was expensed in the three and nine months ended September 30, 2014, respectively, which is included in direct service costs and other operating expenses in the consolidated statements of income. The Company has recorded revenues of $8.8 million and $22.9 million in the three and nine months ended September 30, 2014, respectively, associated with the accrual for the reimbursement of the economic impact of the ACA fees from its customers.Significant Accounting Policies

        In July 2013, the FASB issued ASU No. 2013-11, "Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Carryforward Exists" ("ASU 2013-11"). ASU 2013-11 provides guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. An unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward with certain exceptions, in which case such an unrecognized tax benefit should be presented in the financial statements as a liability. The amendments in this ASU do not require new recurring disclosures. The amendments in this ASU are effective for reporting periods beginning after December 15, 2013 and were adopted by the Company during the quarter ended March 31, 2014. The effect of the guidance is immaterial to the Company's consolidated results of operations, financial position, and cash flows.Recent Accounting Pronouncements

        In May 2014, the FASBFinancial Accounting Standards Board ("FASB") issued ASUAccounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers (Topic 606)" ("ASU 2014-09)2014-09"), which is a new comprehensive revenue recognition standard that will supersede virtually all existing revenue guidance under GAAP. This ASU is effective for calendar years beginning after December 15, 2016. The Company is currently assessing the potential impact this ASU will have on the Company's consolidated results of operations, financial position, and cash flows.

        In June 2014, the FASB issued ASU No. 2014-12, "Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved After the Requisite Service Period" ("ASU 2014-12)2014-12"), which revises the accounting treatment for stock compensation tied to performance targets. This ASU is effective for calendar years beginning after December 15, 2015. The guidance is not expected to materially impact the Company's consolidated results of operations, financial position, or cash flows.

        In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements—Going Concern (Subtopic 205-40)" ("ASU 2014-15"), which provides guidance in GAAP about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. This amendment should reduce diversity in the timing and content of footnote disclosures. This ASU is effective for the annual period beginning after December 15, 2016 and for annual and interim periods thereafter. The guidance is not expected to materially impact the Company's consolidated results of operations, financial position, or cash flows.

        In February 2015, the FASB issued ASU No. 2015-02, "Amendments to the Consolidation Analysis" ("ASU 2015-02"), which amends certain requirements for determining whether a variable interest entity must be consolidated. The amendments are effective for annual and interim reporting periods of public entities beginning after December 31, 2015. The guidance is not expected to materially impact the Company's consolidated results of operations, financial position, or cash flows.

        In April 2015, the FASB issued ASU No. 2015-03, "Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs" ("ASU 2015-03"). The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This guidance is effective for annual and interim reporting periods of public entities beginning after December 15, 2015. The guidance is not expected to materially impact the Company's consolidated results of operations, financial position, or cash flows.

        In April 2015, the FASB issued ASU No. 2015-05, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement ("ASU 2015-05"), which provides guidance to clarify the customer's accounting for fees paid in a cloud computing arrangement. This guidance is effective for annual periods and interim reporting periods of public entities beginning after December 15, 2015. The guidance is not expected to materially impact the Company's consolidated results of operations, financial position, or cash flows.


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Use of Estimates

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates of the Company include, among other things, accounts receivable realization, valuation allowances for deferred tax assets, valuation of goodwill and intangible assets, medical claims


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payable, other medical liabilities, contingent consideration, stock compensation assumptions, tax contingencies and legal liabilities. Actual results could differ from those estimates.

Managed Care and Other Revenue

        Managed Care Revenue.    Managed care revenue, inclusive of revenue from the Company's risk, EAP and ASO contracts, is recognized over the applicable coverage period on a per member basis for covered members. The Company is paid a per member fee for all enrolled members, and this fee is recorded as revenue in the month in which members are entitled to service. The Company adjusts its revenue for retroactive membership terminations, additions and other changes, when such adjustments are identified, with the exception of retroactivity that can be reasonably estimated. The impact of retroactive rate amendments is generally recorded in the accounting period that terms to the amendment are finalized, and that the amendment is executed. Any fees paid prior to the month of service are recorded as deferred revenue. Managed care revenues approximated $673.6$728.8 million and $1,957.9$646.1 million for the three and nine months ended September 30, 2013, respectively,March 31, 2014 and $611.4 million and $1,935.0 million for the three and nine months ended September 30, 2014,2015, respectively.

        Fee-For-Service and Cost-Plus Contracts.    The Company has certain fee-for-service contracts, including cost-plus contracts, with customers under which the Company recognizes revenue as services are performed and as costs are incurred. This includes revenues received in relation to ACAPatient Protection and Affordable Care Act ("ACA") fees billed on a cost reimbursement basis. Revenues from these contracts approximated $52.6$59.7 million and $152.9$79.0 million for the three and nine months ended September 30, 2013, respectively,March 31, 2014 and $72.9 million and $205.6 million for the three and nine months ended September 30, 2014,2015, respectively.

        Block Grant Revenues.    The Maricopa Contract (as defined below) was partially funded by federal, state and county block grant money, which representsrepresented annual appropriations. The Company recognizesrecognized revenue from block grant activity ratably over the period to which the block grant funding applies.applied. Block grant revenues were approximately $32.3 million and $96.9$33.0 million for the three and nine months ended September 30, 2013, respectively, and $0.0 million and $33.3 million for the three and nine months ended September 30, 2014, respectively.March 31, 2014. The Maricopa Contract terminated on March 31, 2014.

        Performance-Based Revenue.    The Company has the ability to earn performance-based revenue under certain risk and non-risk contracts. Performance-based revenue generally is based on either the ability of the Company to manage care for its clients below specified targets, or on other operating metrics. For each such contract, the Company estimates and records performance-based revenue after considering the relevant contractual terms and the data available for the performance-based revenue calculation. Pro-rata performance-based revenue may be recognized on an interim basis pursuant to the rights and obligations of each party upon termination of the contracts. Performance-based revenues were $2.7 million and $6.1 million for the three and nine months ended September 30, 2013, respectively, and $1.6 million and $7.0 million for the three and nine months ended September 30, 2014, respectively.


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approximated $3.0 million and $4.5 million for the three months ended March 31, 2014 and 2015, respectively.

        Rebate Revenue.    The Company administers a rebate program for certain clients through which the Company coordinates the achievement, calculation and collection of rebates and administrative fees from pharmaceutical manufacturers on behalf of clients. Each period, the Company estimates the total rebates earned based on actual volumes of pharmaceutical purchases by the Company's clients, as well as historical and/or anticipated sharing percentages. The Company earns fees based upon the volume of rebates generated for its clients. The Company does not record as rebate revenue any rebates that are passed through to its clients. Total rebate revenues were $8.8approximated $4.1 million and $25.6$15.9 million for the three and nine months ended September 30, 2013, respectively,March 31, 2014 and $14.3 million and $27.6 million for the three and nine months ended September 30, 2014,2015, respectively.

        In relation to the Company's PBM business, the Company administers rebate programs through which it receives rebates from pharmaceutical manufacturers that are shared with its customers. The Company recognizes rebates when the Company is entitled to them and when the amounts of the rebates are determinable. The amount recorded for rebates earned by the Company from the pharmaceutical manufacturers areis recorded as a reduction of cost of goods sold.

PBM and Dispensing Revenue

        Pharmacy Benefit Management Revenue.    The Company recognizes PBM revenue, which consists of a negotiated prescription price (ingredient cost plus dispensing fee), co-payments collected by the pharmacy and any associated administrative fees, when claims are adjudicated. The Company recognizes PBM revenue on a gross basis (i.e. including drug costs and co-payments) as it is acting as the principal in the arrangement and is contractually obligated to its clients and network pharmacies, which is a primary indicator of gross reporting. In addition, the Company is solely responsible for the claims adjudication process, negotiating the prescription price for the pharmacy, collection of payments from the client for drugs dispensed by the pharmacy, and managing the total prescription drug relationship with the client's members. If the Company enters into a contract where it is only an administrator, and does not assume any of the risks previously noted, revenue will be recognized on a net basis. PBM revenues were $5.9approximated $81.2 million and $16.4$185.8 million for the three and nine months ended September 30, 2013, respectively,March 31, 2014 and $155.7 million and $383.2 million for the three and nine months ended September 30, 2014,2015, respectively. The increase mainly relates to the October 1, 2013 acquisition of Partners Rx Management, LLC ("Partners Rx").

        Dispensing Revenue.    The Company recognizes dispensing revenue, which includes the co-payments received from members of the health plans the Company serves, when the specialty pharmaceutical drugs are shipped. At the time of shipment, the earnings process is complete; the obligation of the Company's customer to pay for the specialty pharmaceutical drugs is fixed, and, due to the nature of the product, the member may neither return the specialty pharmaceutical drugs nor receive a refund. Revenues from the dispensing of specialty pharmaceutical drugs on behalf of health plans were $97.6$55.7 million and $282.4$46.5 million for the three and nine months ended September 30, 2013, respectively,March 31, 2014 and $64.5 million and $179.6 million for the three and nine months ended September 30, 2014,2015, respectively.


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Significant Customers

        The Company provides behavioral healthcare management and other related services to members in the state of Iowa pursuant to contracts with the State of Iowa (the "Iowa Contracts"). The Company currently has two contracts; the Iowa Medicaid Contract and Iowa Medicaid Integrated Health Home Provider Agreement ("IHH Agreement"). Under the Iowa Medicaid Contract, the Company is responsible for providing managed mental health and substance abuse treatment to enrollees under a Medicaid 1915(b) waiver, as well as substance abuse treatment services plan funded by federal block grant and state appropriations under the authority of the Iowa Department of Public Health. The Iowa Health and Wellness Plan for members who qualify as an "exempt individual", as defined in 441 of the Iowa Administrative Code, were also added to the contract on January 1, 2014. The latest Iowa Medicaid Contract began on January 1, 2010 and extends through June 30, 2015 unless sooner terminated by the parties. The Iowa Department of Human Services and the Iowa Department of Public Health has the right to terminate the Iowa Medicaid Contract upon 30 days notice for any reason or no reason at all. We expect that the Iowa Medicaid Contract will be extended to coincide with the start date of the new Iowa High Quality Healthcare Initiative, as discussed below, however there can be no assurance that the Iowa Medicaid Contract will be extended. Under the IHH Agreement, the Company establishes a health home for individuals identified with serious and persistent mental illness through enrolled provider organizations capable of providing enhanced care. The IHH Agreement began on July 1, 2013 and extends through June 30, 2016 unless sooner terminated by either party with 60 days notice for any reason or no reason at all. The IHH program is part of the new Iowa High Quality Healthcare Initiative and we expect that the end of the IHH agreement will coincide with the start date of the new initiative. The Iowa Contracts generated net revenues of $103.2 million and $127.2 million for the three months ended March 31, 2014 and 2015, respectively.

        On February 16, 2015 the Iowa Department of Human Services (the "Agency") released the Iowa High Quality Healthcare Initiative Request for Proposal ("RFP"). The Agency intends to contract on a statewide basis with two to four successful bidders with a demonstrated capacity to coordinate care and provide quality outcomes for the Medicaid and Children's Health Insurance Program ("CHIP") populations. The program will enroll the majority of the Iowa Medicaid and CHIP populations and will also provide services for individuals qualifying for Iowa Department of Public Health ("IDPH") funded substance abuse services. The anticipated start of the contract is January 1, 2016 for an initial period of three years and the ability for the Agency to extend the contract for two additional two year terms. The RFP includes the services provided by the Company's current Iowa Contracts. The Company intends to submit a proposal on this RFP. There can be no assurance that the Company will be awarded a contract pursuant to the RFP, or that the terms of any contract awarded pursuant to the RFP will be similar to the current Iowa Contracts.

        The Company provides behavioral healthcare management and other related services to members in the state of Florida pursuant to contracts with the State of Florida (the "Florida Contracts"). The Company had behavioral healthcare contracts with various areas in the State of Florida (the "Florida


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Areas") which were part of the Florida Medicaid program. The State of Florida implemented a new system of mandated managed care through which Medicaid enrollees will receive integrated healthcare services, and in 2014 phased out the behavioral healthcare programs under which the Florida Areas' contracts operated. The Company has a contract with the State of Florida to provide integrated healthcare services under the new program ("the Florida Medicaid Contract"). The Florida Medicaid Contract began on February 4, 2014 and extends through December 31, 2018, unless sooner terminated by the parties. The State of Florida has the right to terminate the Florida Medicaid Contract with cause, as defined, upon 24 hour notice and upon 30 days notice for any reason or no reason at all. The Florida Contracts generated net revenues of $31.8 million and $106.0 million for the three months ended March 31, 2014 and March 31, 2015, respectively.

        Through March 31, 2014, the Company provided behavioral healthcare management and other related services to approximately 680,000 members in Maricopa County, Arizona as the Regional Behavioral Health Authority ("RBHA") for GSA6 ("Maricopa County") pursuant to a contract with the State of Arizona (the "Maricopa Contract"). The Maricopa Contract was for the management of the publicly funded behavioral health system that delivered mental health, substance abuse and crisis services for adults, youth, and children. The Maricopa Contract terminated on March 31, 2014. The Maricopa Contract generated net revenues of $557.6 million and $213.3$201.0 million for the ninethree months ended September 30, 2013 and 2014, respectively.March 31, 2014.


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        In addition to the Iowa Contracts, the Florida Contracts, and the Maricopa Contract previously discussed, the following customers generated in excess of ten percent of net revenues for the respective segment for the ninethree months ended September 30, 2013March 31, 2014 and 20142015 (in thousands):

Segment
 Term Date 2013 2014  Term Date 2014 2015 

Commercial

            

Customer A

 

June 30, 2014(1)

 
$

156,269
 
$

110,138
  June 30, 2014(1) $55,540 $ 

Customer B

 December 31, 2019  106,433 138,944  December 31, 2019 42,898 58,198 

Customer C

 August 14, 2017  47,625* 76,863  August 14, 2017 22,652 32,497 

Public Sector

 

 

 
 
 
 
 

None

     

Specialty Solutions

 

 

 
 
 
 
 

Customer A

 November 30, 2016 12,379 15,094 

Customer D

 December 14, 2013(1)  58,246   December 31, 2017(2) 33,390 33,817 

Public Sector

 

 

  
 
 
 
 

Customer E

 

June 30, 2015 to July 1, 2016(2)

  
215,396
 
337,893
  June 30, 2016(3) 12,574 1,745*

Specialty Solutions

 

 

  
 
 
 
 

Customer F

 

December 31, 2015

  
96,402
 
109,138
  June 30, 2017 16,552 23,161 

Customer G

 June 30, 2016(3)  43,490 28,046  January 31, 2016 11,307 15,203 

Customer H

 July 31, 2015  47,161 55,768  April 1, 2017 to October 1, 2017(4) 1,526* 13,329 

Customer A

 November 30, 2016  1,623* 40,003 

Pharmacy Management

 

 

 
 
 
 
 

Customer I

 January 31, 2016  34,338 38,282  November 30, 2015 to April 30, 2016(4) 28,579 28,445*

Pharmacy Management

 

 

  
 
 
 
 

Customer J

 

November 30, 2014 to December 31, 2014(2)

  
99,599
 
92,793
  December 16, 2016  74,605 

Customer K

 December 31, 2013(4)  68,166 2,339*

Customer L

 March 31, 2014(1)(5)  48,527 18,055*

Customer M

 December 16, 2016   105,079 

*
Revenue amount did not exceed ten percent of net revenues for the respective segment for the period presented. Amount is shown for comparative purposes only.

(1)
The contract has terminated.


Table

(2)
On December 31, 2014, this contract was amended and extended through December 31, 2017. Historically the Company provided services on a risk basis. Under the amended contract, the funding arrangement will be a combination of Contents

risk and ASO based services.
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(2)(3)
The contract transitioned from risk to ASO based services effective July 1, 2014.

(4)
The customer has more than one contract. The individual contracts are scheduled to terminate at various points during the time period indicated above.

(3)
This contract transitioned from risk to ASO based services effective July 1, 2014.

(4)
The contract has terminated, however, the Company continues to provide services as the contract is transitioned to the new vendor.

(5)
This customer represented a subcontract with a Public Sector customer and was eliminated in consolidation.

        The Company also has a significant concentration of business with various counties in the State of Pennsylvania (the "Pennsylvania Counties") which are part of the Pennsylvania Medicaid program. Net revenues from the Pennsylvania Counties in the aggregate totaled $269.1$90.1 million and $272.0$91.6 million for the ninethree months ended September 30, 2013March 31, 2014 and 2014,2015, respectively.


        In addition, the Company has a significant concentrationTable of business with the State of Florida. The Company currently has behavioral healthcare contracts with various areas in the State of Florida (the "Florida Areas") which are part of the Florida Medicaid program. The State of Florida implemented a new system of mandated managed care through which Medicaid enrollees will receive integrated healthcare services, and has phased out the behavioral healthcare programs under which the Florida Areas' contracts operated. The Company has a contract with the State of Florida to provide integrated healthcare services under the new program. Net revenues from the State of Florida in the aggregate totaled $98.0 million and $143.9 million for the nine months ended September 30, 2013 and 2014, respectively.Contents


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        The Company's contracts with customers typically have terms of one to three years, and in certain cases contain renewal provisions (at the customer's option) for successive terms of between one and two years (unless terminated earlier). Substantially all of these contracts may be immediately terminated with cause and many of the Company's contracts are terminable without cause by the customer or the Company either upon the giving of requisite notice and the passage of a specified period of time (typically between 60 and 180 days) or upon the occurrence of other specified events. In addition, the Company's contracts with federal, state and local governmental agencies generally are conditioned on legislative appropriations. These contracts generally can be terminated or modified by the customer if such appropriations are not made.


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Fair Value Measurements

        The Company has certain assets and liabilities that are required to be measured at fair value on a recurring basis. These assets and liabilities are to be measured using inputs from the three levels of the fair value hierarchy, which are as follows:


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        In accordance with the fair value hierarchy described above, the following table shows the fair value of the Company's assets and liabilities that are required to be measured at fair value as of December 31, 20132014 and September 30, 2014March 31, 2015 (in thousands):


 December 31, 2013  December 31, 2014 

 Level 1 Level 2 Level 3 Total  Level 1 Level 2 Level 3 Total 

Assets

                  

Cash and cash equivalents(1)

 $ $101,028 $ $101,028  $ $139,280 $ $139,280 

Restricted cash(2)

  128,318  128,318   65,992  65,992 

Investments:

 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 

U.S. government and agency securities

 1,129   1,129  4,303   4,303 

Obligations of government-sponsored enterprises(3)

  8,440  8,440   15,315  15,315 

Corporate debt securities

  198,594  198,594   246,886  246,886 

Certificates of deposit

  150  150   1,150  1,150 
         
���

Total assets held at fair value

 $1,129 $436,530 $ $437,659  $4,303 $468,623 $ $472,926 
         
         

Liabilities

         

Contingent consideration

 $ $ $58,153 $58,153 

Total liabilities held at fair value

 $ $ $58,153 $58,153 


 
 March 31, 2015 
 
 Level 1 Level 2 Level 3 Total 

Assets

             

Cash and cash equivalents(4)

 $ $48,176 $ $48,176 

Restricted cash(5)

    69,330    69,330 

Investments:

  
 
  
 
  
 
  
 
 

U.S. government and agency securities

  4,944      4,944 

Obligations of government-sponsored enterprises(3)

    15,315    15,315 

Corporate debt securities

    281,173    281,173 

Certificates of deposit

    1,150    1,150 

Total assets held at fair value

 $4,944 $415,144 $ $420,088 

Liabilities

             

Contingent consideration

 $ $ $73,122 $73,122 

Total liabilities held at fair value

 $ $ $73,122 $73,122 

(1)
Excludes $116.0 million of cash held in bank accounts by the Company.

(2)
Excludes $149.3 million of restricted cash held in bank accounts by the Company.

(3)
Includes investments in notes issued by the Federal Home Loan Bank.

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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2014MARCH 31, 2015

(Unaudited)

NOTE A—General (Continued)


 
 September 30, 2014 
 
 Level 1 Level 2 Level 3 Total 

Assets

             

Cash and cash equivalents(4)

 $ $73,194 $ $73,194 

Restricted cash(5)

    76,428    76,428 

Investments:

  
 
  
 
  
 
  
 
 

U.S. government and agency securities

  2,393      2,393 

Obligations of government-sponsored enterprises(3)

    15,222    15,222 

Corporate debt securities

    182,659    182,659 

Certificates of deposit

    1,150    1,150 
          

Total assets held at fair value

 $2,393 $348,653 $ $351,046 
          
          

Liabilities

             

Contingent consideration

      51,981  51,981 
          

Total liabilities held at fair value

 $ $ $51,981 $51,981 
          
          

(1)
Excludes $102.2 million of cash held in bank accounts by the Company.

(2)
Excludes $108.4 million of restricted cash held in bank accounts by the Company.

(3)
Includes investments in notes issued by the Federal Home Loan Bank.

(4)
Excludes $295.1$183.2 million of cash held in bank accounts by the Company.

(5)
Excludes $88.7$136.3 million of restricted cash held in bank accounts by the Company.

        For the ninethree months ended September 30, 2014,March 31, 2015, the Company has not transferred any assets between fair value measurement levels.

        The carrying values of financial instruments, including accounts receivable and accounts payable, approximate their fair values due to their short-term maturities. The estimated fair value of the Company's term loan of $250$243.8 million as of September 30, 2014March 31, 2015 was based on current interest rates for similar types of borrowings and is in Level 2 of the fair value hierarchy. The estimated fair values may not represent actual values of the financial instruments that could be realized as of the balance sheet date or that will be realized in the future.

        All of the Company's investments are classified as "available-for-sale" and are carried at fair value.

        The contingent consideration liability reflects the fair value of potential future payments related to the CDMI, LLC ("CDMI") and Cobalt Technologies,Therapeutics, LLC ("Cobalt") acquisitions. The CDMI purchase agreement provides for potential contingent payments up to a maximum aggregate amount of $165.0 million. The potential future payments are contingent upon CDMI meeting certain client retention, client conversion, and gross profit milestones through December 31, 2016. The Cobalt purchase agreement provides for potential contingent payments up to a maximum aggregate amount of


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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2014

(Unaudited)

NOTE A—General (Continued)

$6.0 $6.0 million. The potential future payments are contingent upon engagement of new members and new contract execution through June 30, 2017.

        TheAs of the balance sheet date, the fair value of contingent consideration is determined based on probabilities of payment, projected payment dates, discount rates, and projected revenues, gross profits, client base, member engagement, and new contract execution. The projected revenues, gross profits, client base, member engagement, and new contract execution are derived from the Company's latest internal operational forecasts. The Company used a probability weighted discounted cash flow method to arrive at the fair value of the contingent consideration. Changes in the operational forecasts, probabilities of payment, discount rates, or projected payment dates may result in a change in the fair value measurement. Any changes in the fair value measurement are reflected as income or expense in the consolidated statements of income. As the fair value measurement for the contingent consideration is based on inputs not observed in the market, these measurements are classified as Level 3 measurements as defined by fair value measurement guidance.

        TheFor CDMI, the following unobservable inputs were used in the fair value measurement of contingent consideration: (i) discount rate of 14.5 percent; (ii) probabilities of payment for the individual components of 0.2 to 75.9 percent for CDMI andthe contingent consideration arrangement of approximately zero to 69.9 percent for Cobalt;100 percent; and (iii) projected payment dates of 2015 to 2017. As of the acquisition date,For CDMI, the Company estimated undiscounted future contingent payments of $61.7$65.7 million and $4.2$80.6 million for CDMIas of December 31, 2014 and Cobalt,March 31, 2015, respectively. As of September 30,March 31, 2015, the fair value of the short term and long term contingent consideration for CDMI was $11.5 million and $58.3 million, respectively. The increase is mainly a result of improvements in operational forecasts and probabilities of payment.


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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

MARCH 31, 2015

(Unaudited)

NOTE A—General (Continued)

        For Cobalt, the following unobservable inputs were used in the fair value measurement of contingent consideration: (i) discount rate of 14.5 percent; (ii) probabilities of payment for the individual components of the contingent consideration arrangement of approximately 5 to 70 percent; and (iii) projected payment dates of 2015 to 2017. For Cobalt, the Company estimated undiscounted future contingent payments of $4.2 million as of December 31, 2014 and March 31, 2015. As of March 31, 2015, the fair value of the short term and long term contingent consideration for Cobalt was $0.3 million and $3.0 million, respectively.

        As of March 31, 2015, the fair value of the short term and long term contingent consideration was $4.0$11.8 million and $48.0$61.3 million, respectively, and is included in accrued liabilities and contingent liabilities,consideration, respectively, in the consolidated balance sheet.sheets. The change in the presentfair value of the contingent consideration was $1.9 million and $3.1$15.0 million for the three months and nine months ended September 30, 2014 andMarch 31, 2015, which was recorded as interest expensedirect service costs and other operating expenses in the consolidated statements of income. The increase was mainly a result of changes in the present value and estimated undiscounted liability, as noted above.

        The following table summarizes the Company's liability for contingent consideration (in thousands):


 September 30,
2014
  March 31,
2015
 

Balance as of beginning of period

 $  $58,153 

Acquisition of CDMI

 45,778 

Acquisition of Cobalt

 3,071 

Interest accretion

 3,132 
   

Change in fair value

 14,969 

Balance as of end of period

 $51,981  $73,122 
   
   

Investments

        If a debt security is in an unrealized loss position and the Company has the intent to sell the debt security, or it is more likely than not that the Company will have to sell the debt security before recovery of its amortized cost basis, the decline in value is deemed to be other-than-temporary and is recorded to other-than-temporary impairment losses recognized in income in the consolidated statements of income. For impaired debt securities that the Company does not intend to sell or it is more likely than not that the Company will not have to sell such securities, but the Company expects that it will not fully recover the amortized cost basis, the credit component of the other-


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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2014

(Unaudited)

NOTE A—General (Continued)

than-temporaryother-than-temporary impairment is recognized in other-than-temporary impairment losses recognized in income in the consolidated statements of income and the non-credit component of the other-than-temporary impairment is recognized in other comprehensive income.

        As of December 31, 20132014 and September 30, 2014,March 31, 2015, there were no unrealized losses that the Company believeddetermined to be other-than-temporary. No realized gains or losses were recorded for the ninethree months


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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

MARCH 31, 2015

(Unaudited)

NOTE A—General (Continued)

ended September 30, 2013. During the nine months ended September 30,March 31, 2014 the Company recognized a $0.1 million loss on the sale of investments.or 2015. The following is a summary of short-term and long-term investments at December 31, 20132014 and September 30, 2014March 31, 2015 (in thousands):


 December 31, 2013  December 31, 2014 

 Amortized
Cost
 Gross
Unrealized
Gains
 Gross
Unrealized
Losses
 Estimated
Fair Value
  Amortized
Cost
 Gross
Unrealized
Gains
 Gross
Unrealized
Losses
 Estimated
Fair Value
 

U.S. government and agency securities

 $1,129 $ $ $1,129  $4,305 $ $(2)$4,303 

Obligations of government-sponsored enterprises(1)

 8,441 2 (3) 8,440  15,318 1 (4) 15,315 

Corporate debt securities

 198,748 18 (172) 198,594  247,118 8 (240) 246,886 

Certificates of deposit

 150   150  1,150   1,150 
         

Total investments at December 31, 2013

 $208,468 $20 $(175)$208,313 
         

Total investments at December 31, 2014

 $267,891 $9 $(246)$267,654 
         

 


 September 30, 2014  March 31, 2015 

 Amortized
Cost
 Gross
Unrealized
Gains
 Gross
Unrealized
Losses
 Estimated
Fair Value
  Amortized
Cost
 Gross
Unrealized
Gains
 Gross
Unrealized
Losses
 Estimated
Fair Value
 

U.S. government and agency securities

 $2,394 $ $(1)$2,393  $4,939 $5 $ $4,944 

Obligations of government-sponsored enterprises(1)

 15,222 2 (2) 15,222  15,310 6 (1) 15,315 

Corporate debt securities

 182,809 27 (177) 182,659  281,306 34 (167) 281,173 

Certificates of deposit

 1,150   1,150  1,150   1,150 
         

Total investments at September 30, 2014

 $201,575 $29 $(180)$201,424 
         

Total investments at March 31, 2015

 $302,705 $45 $(168)$302,582 
         

(1)
Includes investments in notes issued by the Federal Home Loan Bank.

        The maturity dates of the Company's investments as of September 30, 2014March 31, 2015 are summarized below (in thousands):


 Amortized
Cost
 Estimated
Fair Value
  Amortized
Cost
 Estimated
Fair Value
 

2014

 $32,325 $32,297 

2015

 141,233 141,169  $229,473 $229,364 

2016

 28,017 27,958  72,597 72,582 
     

2017

 635 636 

Total investments at September 30, 2014

 $201,575 $201,424 
     

Total investments at March 31, 2015

 $302,705 $302,582 
     

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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2014

(Unaudited)

NOTE A—General (Continued)

Income Taxes

        The Company's effective income tax rates were 22.051.2 percent and 34.336.5 percent for the ninethree months ended September 30, 2013March 31, 2014 and 2014,2015, respectively. These rates differ from the federal statutory income tax rate primarily due to state income taxes, permanent differences between book and tax income, and changes to recorded tax contingencies and valuation allowances. The Company also accrues interest and penalties related to unrecognized tax benefits in its provision for income taxes. The effective


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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

MARCH 31, 2015

(Unaudited)

NOTE A—General (Continued)

income tax rate for the ninethree months ended September 30, 2013March 31, 2015 is lower than the effective rate for the ninethree months ended September 30,March 31, 2014 mainly due to the non-deductible ACA fees, lower reversalsinclusion of valuation allowances in the prior year on certain deferred assets, and the reversal of tax contingencies in the current year from the closurefavorable settlement of statutes of limitation, and increased valuation allowances in the current year for certain deferredstate income tax assets.examinations.

        The Company files a consolidated federal income tax return for the Company and most of its eighty percenteighty-percent or more owned subsidiaries,controlled subsidiaries. The Company files a separate consolidated federal income tax return for AlphaCare of New York, Inc. ("AlphaCare") and theits parent, AlphaCare Holdings, Inc. ("AlphaCare Holdings"). The Company and its subsidiaries also file income tax returns in various state and local jurisdictions. With few exceptions, the Company is no longer subject to state or local income tax assessments by tax authorities for years ended prior to 2010. Further, the statutes of limitation regarding the assessment2011.

        Net Operating Loss Carryforwards.    The Company has $3.0 million of federal net operating loss carryforwards ("NOLs") available to reduce its federal consolidated taxable income in 2015 and certain statesubsequent years. These NOLs will expire in 2018 through 2019 if not used and local income taxes for 2010 closed duringare subject to examination and adjustment by the current quarter. As a result, $18.7Internal Revenue Service ("IRS"). AlphaCare has $24.5 million of unrecognizedfederal NOLs available to reduce its consolidated taxable income in 2015 and subsequent years. These NOLs will expire in 2033 through 2034 if not used and are subject to examination and adjustment by the IRS. The Company and its subsidiaries also have $160.5 million of state NOLs available to reduce state taxable income at certain subsidiaries in 2015 and subsequent years. Most of these NOLs will expire in 2017 through 2034 if not used and are subject to examination and adjustment by the respective state tax benefits (excluding interest costs) recordedauthorities.

        Deferred tax assets as of December 31, 20132014 and March 31, 2015 are shown net of valuation allowances of $12.4 million and $11.9 million, respectively. These valuation allowances mostly relate to uncertainties regarding the eventual realization of the AlphaCare NOLs and certain state NOLs. Determination of the amount of deferred tax assets considered realizable requires significant judgment and estimation regarding the forecasts of future taxable income which are consistent with the plans and estimates the Company uses to manage the underlying businesses. Although consideration is also given to potential tax planning strategies which might be available to improve the realization of deferred tax assets, none were reversedidentified which were both prudent and reasonable. Future changes in the current quarter,estimated realizable portion of deferred tax assets could materially affect the Company's financial condition and results of operations.

Health Care Reform

        The Patient Protection and the Affordable Care Act ("ACA"), as amended by the Health Care and Education Reconciliation Act of 2010 (collectively, the "Health Reform Law"), imposes a mandatory annual fee on health insurers for each calendar year beginning on or after January 1, 2014. The Company has obtained rate adjustments which $15.6 million is reflected as a discrete reduction tothe Company expects will cover the direct costs of these fees and the impact from non-deductibility of such fees for federal and state income tax expense, $2.6purposes. To the extent the Company has a state public sector customer that does not renew, there may be some impact due to taxes paid where the timing and amount of recoupment of these additional costs is uncertain. In the event the Company is unable to obtain rate adjustments to cover the financial impact


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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

MARCH 31, 2015

(Unaudited)

NOTE A—General (Continued)

of the annual fee, the fee may have a material impact on the Company. For 2014, the ACA fee was $21.4 million as an increasewhich has been paid. For 2015, the ACA fee is estimated to additional paid-in capital,be $27.7 million and the remainder as a decrease to deferred tax assets. Additionally, $1.3 million ofis included in accrued interest was reversedliabilities in the current quarterconsolidated balance sheets. Of these amounts, $5.1 million and reflected as a reduction to income tax expense due to$6.9 million was expensed in the closingthree months ended March 31, 2014 and 2015, respectively, which was included in direct service costs and other operating expenses in the consolidated statements of statutesincome. The Company has recorded revenues of limitation on tax assessments.$3.2 million and $11.7 million in the three months ended March 31, 2014 and 2015, respectively, associated with the accrual for the reimbursement of the economic impact of the ACA fees from its customers.

Stock Compensation

        At December 31, 20132014 and September 30, 2014,March 31, 2015, the Company had equity-based employee incentive plans, which are described more fully in Note 6 in the Company's Annual Report on Form 10-K for the year ended December 31, 2013.2014, with the exception of the Performance-Based Restricted Stock Units issued during the three months ended March 31, 2015, which are described below. The Company recorded stock compensation expense of $4.5 million and $14.8$13.9 million for the three and nine months ended September 30, 2013March 31, 2014 and $11.9 million and $26.0 million for the three and nine months ended September 30, 2014,2015, respectively. Stock compensation expense recognized in the consolidated statements of income for the ninethree months ended September 30, 2013March 31, 2014 and 20142015 has been reduced for forfeitures, estimated at four percent for both periods.

        The weighted average grant date fair value of all stock options granted during the ninethree months ended September 30, 2014March 31, 2015 was $13.55$14.00 as estimated using the Black-Scholes-Merton option pricing model, which also assumed an expected volatility of 26.2025.03 percent based on the historical volatility of the Company's stock price.

        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 ninethree months ended September 30, 2013March 31, 2014 and 2014, $1.12015, $0.5 million and $2.8$3.0 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 ninethree months ended September 30, 2013,March 31, 2014, the net change to additional paid in capital related to tax benefits (deficiencies) was $0.4 million, which includes $0.5 million of excess tax benefits offset by $(0.1) million of excess tax deficiencies. For the three months ended March 31, 2015, the net change to additional paid in capital related to tax benefits (deficiencies) was $2.9 million, which includes $3.0 million of excess tax benefits offset by $(0.1) million of excess tax deficiencies.


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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2014MARCH 31, 2015

(Unaudited)

NOTE A—General (Continued)

benefits (deficiencies) was $0.4 million, which includes the $1.1 million of excess tax benefits offset by $(0.7) million of excess tax deficiencies. For the nine months ended September 30, 2014, the net change to additional paid in capital related to tax benefits (deficiencies) was $2.5 million, which includes the $2.8 million of excess tax benefits offset by $(0.3) million of excess tax deficiencies.

        Summarized information related to the Company's stock options for the ninethree months ended September 30, 2014March 31, 2015 is as follows:


 Options Weighted
Average
Exercise
Price
  Options Weighted
Average
Exercise
Price
 

Outstanding, beginning of period

 4,010,146 $47.23  3,321,063 $50.58 

Granted

 729,636 59.89  765,428 63.96 

Forfeited

 (232,948) 53.91  (9,874) 52.76 

Exercised

 (941,070) 44.27  (828,844) 46.80 
     

Outstanding, end of period

 3,565,764 $50.17  3,247,773 $54.69 
     
     

Vested and expected to vest at end of period

 3,530,403 $50.11  3,197,065 $54.59 
     
     

Exercisable, end of period

 1,911,740 $46.20  1,611,562 $49.18 
     
     

        All of the Company's options granted during the ninethree months ended September 30, 2014March 31, 2015 vest ratably on each anniversary date over the three years subsequent to grant. All options granted during the nine months ended September 30, 2014grant and have a ten year life.

      �� Summarized information related to the Company's nonvested restricted stock awards ("RSAs") for the ninethree months ended September 30, 2014March 31, 2015 is as follows:

 
 Shares Weighted
Average
Grant Date
Fair Value
 

Outstanding, beginning of period

  192,165 $56.59 

Awarded(1)

  1,450,316  57.74 

Vested

  (16,569) 52.82 

Forfeited

     
      

Outstanding, ending of period

  1,625,912 $57.66 
      
      

(1)
Includes 1,433,946 shares associated with
 
 Shares Weighted
Average
Grant Date
Fair Value
 

Outstanding, beginning of period

  1,626,827 $57.66 

Awarded

     

Vested

  (70,238) 56.95 

Forfeited

     

Outstanding, ending of period

  1,556,589 $57.69 

        Summarized information related to the CDMI acquisition.Company's nonvested restricted stock units ("RSUs") for the three months ended March 31, 2015 is as follows:

 
 Shares Weighted
Average
Grant Date
Fair Value
 

Outstanding, beginning of period

  156,695 $54.88 

Awarded

  172,810  63.95 

Vested

  (78,036) 52.89 

Forfeited

  (1,353) 56.60 

Outstanding, ending of period

  250,116 $61.76 

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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2014MARCH 31, 2015

(Unaudited)

NOTE A—General (Continued)

        Summarized information related to the Company's nonvested restricted stock units ("RSUs") for the nine months ended September 30, 2014 is as follows:

 
 Shares Weighted
Average
Grant Date
Fair Value
 

Outstanding, beginning of period

  194,913 $50.21 

Awarded

  76,306  60.39 

Vested

  (91,510) 49.53 

Forfeited

  (18,079) 54.77 
      

Outstanding, ending of period

  161,630 $54.89 
      
      

        The vesting period for RSAs ranges from 12 months to 42 months. In general, RSUs vest ratably on each anniversary over the three years subsequent to grant, assuming thatgrant. In addition, the RSUs outstanding at the beginning of the period contain associated performance hurdle(s) that must be met in order for thatthe awards to vest. The RSUs granted during the three months ended March 31, 2015 do not contain associated performance hurdles.

        During the three months ended March 31, 2015, the Company granted 43,900 Performance-Based Restricted Stock Units ("PSUs") to members of management. The PSUs are subject to market-based conditions. The estimated fair value of the PSUs granted was $85.00, which was derived from a Monte Carlo simulation. Significant assumptions utilized in estimating the value of the awards granted include an expected dividend yield of 0%, a risk free rate of 1%, and expected volatility of 15% to 52% (average of 28%). The PSUs will entitle the grantee to receive a number of shares of the Company's Common Stock determined over a three-year performance period ending on December 31, 2017 and vesting year are met.on March 4, 2018, the settlement date, provided the grantee remains in the service of the Company on the settlement date. The Company expenses the cost of these awards ratably over the requisite service period. The number of shares for which the PSUs will be settled will be a percentage of shares for which the award is targeted and will depend on the Company's Total Shareholder Return (as defined below), expressed as a percentile ranking of the Company's Total Shareholder Return as compared to the Company's Peer Group (as defined below). The number of shares for which the PSUs will be settled vary from zero to 200 percent of the shares specified in the grant. Total Shareholder Return is determined by dividing the average share value of the Company's Common Stock over the 30 trading days preceding January 1, 2018 by the average share value of the Company's Common Stock over the 30 trading days beginning on January 1, 2015, with a deemed reinvestment of any dividends declared during the performance period. The Company's Peer Group includes 54 companies which comprise the S&P Health Care Services Industry Index, which was selected by the Compensation Committee of the Company's Board of Directors and includes a range of healthcare companies operating in several business segments.

Long Term Debt and Capital Lease Obligations

        On December 9, 2011, the Company entered into a Senior Secured Revolving Credit Facility Credit Agreement with Citibank, N.A., Wells Fargo Bank, N.A., Bank of America, N.A., and U.S. Bank, N.A. that provides for up to $230.0 million of revolving loans with a sublimit of up to $70.0 million for the issuance of letters of credit for the account of the Company (the "2011 Credit Facility"). Citibank, N.A., has assigned a portion of its interest in the 2011 Credit Facility to Bank of Tokyo. The 2011 Credit Facility is guaranteed by substantially all of the non-regulated subsidiaries of the Company and is secured by substantially all of the assets of the Company and the subsidiary guarantors. The 2011 Credit Facility was scheduled to mature on December 9, 2014.

        Under the 2011 Credit Facility, the annual interest rate on revolving loan borrowings is equal to (i) in the case of U.S. dollar denominated loans, the sum of a borrowing margin of 0.75 percent plus the higher of the prime rate, one-half of one percent in excess of the overnight "federal funds" rate, or the Eurodollar rate for one month plus 1.00 percent, or (ii) in the case of Eurodollar denominated loans, the sum of a borrowing margin of 1.75 percent plus the Eurodollar rate for the selected interest period. The Company has the option to borrow in U.S. dollar denominated loans or Eurodollar denominated loans at its discretion. Letters of credit issued under the Revolving Loan Commitment bear interest at the rate of 1.875 percent. The commitment commission on the 2011 Credit Facility is 0.375 percent of the unused Revolving Loan Commitment.

        On July 23, 2014, the Company entered into a $500.0 million Credit Agreement with various lenders that provides for Magellan Rx Management, Inc. (a wholly owned subsidiary of Magellan Health, Inc.) to borrow up to $250.0 million of revolving loans, with a sublimit of up to $70.0 million for the issuance of letters of credit for the account of the Company, and a term loan in an original aggregate principal amount of $250.0 million (the "2014 Credit Facility"). At such point, the 2011 Credit Facility was terminated. The 2014 Credit Facility is guaranteed by substantially all of the


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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2014

(Unaudited)

NOTE A—General (Continued)

non-regulated subsidiaries of the Company and will mature on July 23, 2019, but the Company holds an option to extend the 2014 Credit Facility for an additional one year period.

        Under the 2014 Credit Facility, the annual interest rate on revolving and term loan borrowings is equal to (i) in the case of base rate loans, the sum of a borrowing margin of 0.50 percent plus the higher of the prime rate, one-half of one percent in excess of the overnight "federal funds" rate, or the Eurodollar rate for one month plus 1.00 percent, or (ii) in the case of Eurodollar rate loans, the sum of a borrowing margin of 1.50 percent plus the Eurodollar rate for the selected interest period, which


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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

MARCH 31, 2015

(Unaudited)

NOTE A—General (Continued)

rates shall be adjusted from time to time based on the Company's total leverage ratio. The Company has the option to borrow in base rate loans or Eurodollar rate loans at its discretion. Letters of credit issued bear interest at the rate of 1.625 percent. The commitment commission on the 2014 Credit Facility is 0.20 percent of the unused Revolving Loan Commitment, which rate shall be adjusted from time to time based on the Company's total leverage ratio.

        On September 30, 2014, the Company completed a draw-down of the $250.0 million term loan. The borrowings will initially be maintained as a Eurodollar loan. The term loan is subject to certain quarterly amortization payments. As of September 30, 2014,March 31, 2015 the remaining balance on the term loan was $243.8 million. The term loan will mature on July 23, 2019. As of March 31, 2015, the term loan bore interest at a rate of 1.50 percent plus the London Interbank Offered Rate ("LIBOR"). As, which was equivalent to a total interest rate of 1.6756 percent. During the period the term loan was outstanding, from September 30, 2014 through March 31, 2015, the one-monthweighted average interest rate was 1.6541.67085 percent. As of September 30, 2014,March 31, 2015, the contractual maturities of the term loan were as follows: 2014—2015—$3.19.4 million; 2015—$12.5 million; 2016-2016—$15.6 million; 2017—$25.0 million; 2018—$25.0 million; and 2019—$168.8 million.

        There were $26.7$24.6 million and $24.4$24.1 million of capital lease obligations at December 31, 20132014 and September 30, 2014,March 31, 2015, respectively. The Company had $33.7$32.9 million and $32.9$33.4 million of letters of credit outstanding at December 31, 20132014 and September 30, 2014,March 31, 2015, respectively, and no revolving loan borrowings at December 31, 20132014 or September 30, 2014.

Goodwill

        The Company is required to test its goodwill for impairment on at least an annual basis and more frequently if indicators of impairment exist. The Company has selected October 1 as the date of its annual impairment test. Goodwill for each of the Company's reporting units at DecemberMarch 31, 2013 and September 30, 2014 were as follows (in thousands):

 
 December 31,
2013
 September 30,
2014
 

Health Plan

 $120,485 $129,042 

Public Sector

  20,882  20,879 

Specialty Solutions

  104,549  104,549 

Pharmacy Management

  242,290  311,636 
      

Total

 $488,206 $566,106 
      
      

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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2014

(Unaudited)

NOTE A—General (Continued)

        The changes in the carry amount of goodwill for the year ended December 31, 2013 and the nine months ended September 30, 2014 are reflected in the table below (in thousands):

 
 December 31,
2013
 September 30,
2014
 

Balance as of beginning of period

 $426,939 $488,206 

Acquisition of Partners Rx(1)

  40,385  254 

Acquisition of AlphaCare Holdings(1)

  20,882  (3)

Acquisition of CDMI

    69,092 

Acquisition of Cobalt

    8,557 
      

Balance as of end of period

 $488,206 $566,106 
      
      

(1)
Activity for the period ended September 30, 2014 represents measurement period adjustments.

Intangible Assets

        The following is a summary of intangible assets at December 31, 2013 and September 30, 2014, and the estimated useful lives for such assets (in thousands):

 
 December 31, 2013 
Asset
 Estimated Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount 

Customer agreements and lists

 2.5 to 18 years $163,990 $(100,482)$63,508 

Provider networks and other

 1 to 16 years  11,593  (5,407) 6,186 
          

   $175,583 $(105,889)$69,694 
          
          


 
 September 30, 2014 
Asset
 Estimated
Useful Life
 Gross
Carrying
Amount
 Accumulated
Amortization
 Net
Carrying
Amount
 

Customer agreements and lists

 2.5 to 18 years $249,390 $(115,598)$133,792 

Provider networks and other

 1 to 16 years  13,013  (6,492) 6,521 
          

   $262,403 $(122,090)$140,313 
          
          

        Amortization expense was $2.3 million and $6.9 million for the three and nine months ended September 30, 2013, respectively, and $6.6 million and $16.2 million for the three and nine months ended September 30, 2014, respectively. The Company estimates amortization expense will be $22.8 million, $25.0 million, $20.7 million, $16.9 million and $15.4 million for the years ended December 31, 2014, 2015, 2016, 2017, and 2018, respectively.


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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2014

(Unaudited)

NOTE A—General (Continued)2015.

Redeemable Non-Controlling Interest

        On DecemberAs of March 31, 2013,2015 the Company acquired a 65%held an 82% equity interest in AlphaCare Holdings, Inc. ("AlphaCare Holdings").Holdings. The other shareholders of AlphaCare Holdings have the right to exercise put options, requiring the Company to purchase up to 50% of the remaining shares prior to January 1, 2017 provided certain membership levels are attained. After December 31, 2016 the other shareholders of AlphaCare Holdings have the right to exercise put options requiring the Company to purchase all or any portion of the remaining shares. In addition, after December 31, 2016 the Company has the right to purchase all remaining shares. Non-controlling interests with redemption features, such as put options, that are not solely within the Company's control are considered redeemable non-controlling interest.interests. Redeemable non-controlling interest is considered to be temporary and is therefore reported in a mezzanine level between liabilities and stockholders' equity on the Company's consolidated balance sheet at the greater of the initial carrying amount adjusted for the non-controlling interest's share of net income or loss or its redemption value. The Company recorded $10.6 million of redeemable non-controlling interest in relation to the acquisition. The carrying value of the non- controllingnon-controlling interest as of September 30,December 31, 2014 and March 31, 2015 was $7.2 million.$5.9 million and $8.5 million, respectively. The $3.4$2.6 million reductionincrease in carrying value for the nine months ended September 30, 2014 is a result of the impact of additional capital provided by the Company, partially offset by operating losses. The Company recognizes changes in the redemption value on a quarterly basis and adjusts the carrying amount of the non-controlling interest to equal the redemption value at the end of each reporting period. Under this method, this is viewed at the end of the reporting period as if it were also the redemption date for the non-controlling interest. The Company will reflect redemption value adjustments in the earnings per share calculation if redemption value is in excess of the carrying value


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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

MARCH 31, 2015

(Unaudited)

NOTE A—General (Continued)

of the non-controlling interest. As of September 30, 2014,March 31, 2015, the carrying value of the non-controlling interest exceeded the redemption value and therefore no adjustment to the carrying value was required.

Reclassifications

        Certain prior year amounts have been reclassified to conform with the current year presentation.


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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2014

(Unaudited)

NOTE B—Net Income per Common Share Attributable to Magellan Health, Inc.

        The following tables reconcile income attributable to common shareholders (numerator) and shares (denominator) used in the computations of net income per share attributable to common shareholders (in thousands, except per share data):


 Three Months Ended
September 30,
 Nine Months Ended
September 30,
  Three Months Ended
March 31,
 

 2013 2014 2013 2014  2014 2015 

Numerator:

              

Net income attributable to Magellan Health, Inc.

 $47,232 $27,133 $106,770 $57,839  $25,720 $7,288 
         
         

Denominator:

 
 
 
 
 
 
 
 
      

Weighted average number of common shares outstanding—basic

 26,990 26,703 26,976 27,070  27,370 25,319 

Common stock equivalents—stock options

 655 404 539 517  594 450 

Common stock equivalents—restricted stock

 4 133 11 77 

Common stock equivalents—restricted stock units

 54  35 18 

Common stock equivalents—RSAs

 32 514 

Common stock equivalents—RSUs

 54 46 

Common stock equivalents—PSUs

  68 

Common stock equivalents—employee stock purchase plan

 1 2 2 2  1 2 
         

Weighted average number of common shares outstanding—diluted

 27,704 27,242 27,563 27,684  28,051 26,399 
         
         

Net income attributable to Magellan Health, Inc. per common share—basic

 $1.75 $1.02 $3.96 $2.14  $0.94 $0.29 
         
         

Net income attributable to Magellan Health, Inc. per common share—diluted

 $1.70 $1.00 $3.87 $2.09  $0.92 $0.28 
         
         

        The weighted average number of common shares outstanding for the three and nine months ended September 30, 2013March 31, 2014 and 20142015 were 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 three and nine months ended September 30, 2013March 31, 2014 and 20142015 represent stock options to purchase shares of the Company's common stock, restricted stock awards and restricted stock units,RSAs, RSUs, PSUs and stock purchased under the Employee Stock Purchase Plan.

        The Company had additional potential dilutive securities outstanding representing 0.90.3 million and 0.91.0 million options for the three and nine months ended September 30, 2013, respectively,March 31, 2014 and 0.7 million and 0.6 million for the three and nine months ended September 30, 2014,2015, respectively, that were not included in the computation of dilutive securities because they were anti-dilutive for the period. Had


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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

MARCH 31, 2015

(Unaudited)

NOTE B—Net Income per Common Share Attributable to Magellan Health, Inc. (Continued)

these shares not been anti-dilutive, all of these shares would not have been included in the net income attributable to common shareholder per common share calculation as the Company uses the treasury stock method of calculating diluted shares.


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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2014

(Unaudited)

NOTE C—Business Segment Information

        The accounting policies of the Company's segments are the same as those described in Note A—1—"General." The Company evaluates performance of its segments based on segment profit attributable to Magellan shareholders, which is defined as incomeor loss from operations before taxes, excluding stock compensation expense, non-controlling interest segment profit (loss), depreciation and amortization, interest expense, interest and other income, changes in the fair value of contingent consideration recorded in relation to acquisitions, gain on sale of assets, and special charges or benefits, and income taxes ("Segment Profit"). Management uses Segment Profit information for internal reporting and control purposes and considers it important in making decisions regarding the allocation of capital and other resources, risk assessment and employee compensation, among other matters. Public Sector subcontracts with Pharmacy Management and Specialty Solutions to provide pharmacy benefits management services and radiology benefits management services for certain of Public Sector's customers. In addition, Pharmacy Management provides pharmacy benefits management for the Company's employees covered under its medical plan. As such, revenue, cost of care, cost of goods sold and direct service costs and other related to these arrangements are eliminated. The Company's segments are defined above.

        The following tables summarize, for the periods indicated, operating results by business segment (in thousands):


 Commercial Public
Sector
 Specialty
Solutions
 Pharmacy
Management
 Corporate
and
Elimination
 Consolidated  Commercial Public
Sector
 Specialty
Solutions
 Pharmacy
Management
 Corporate
and
Elimination
 Consolidated 

Three Months Ended September 30, 2013

             

Three Months Ended March 31, 2014

             

Managed care and other revenue

 $190,655 $445,260 $94,125 $57,164 $(17,091)$770,113  $188,891 $497,943 $105,434 $55,378 $(18,055)$829,591 

PBM and dispensing revenue

    103,485  103,485     139,624 (2,740) 136,884 

Cost of care

 (118,022) (382,913) (65,403) (15,290) 17,091 (564,537) (111,202) (422,518) (73,652) (16,391) 18,055 (605,708)

Cost of goods sold

    (97,503)  (97,503)    (128,031) 2,733 (125,298)

Direct service costs and other

 (47,032) (27,826) (13,990) (32,281) (35,705) (156,834) (40,276) (42,958) (15,141) (35,551) (30,796) (164,722)

Stock compensation expense(1)

 124 259 384 198 3,559 4,524  155 274 414 303 3,326 4,472 
             

Less: non-controlling interest segment profit (loss)(2)

  (1,330)    (1,330)

Segment profit (loss)

 $25,725 $34,780 $15,116 $15,773 $(32,146)$59,248  $37,568 $34,071 $17,055 $15,332 $(27,477)$76,549 
             
             

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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2014MARCH 31, 2015

(Unaudited)

NOTE C—Business Segment Information (Continued)


 
 Commercial Public
Sector
 Specialty
Solutions
 Pharmacy
Management
 Corporate
and
Elimination
 Consolidated 

Three Months Ended September 30, 2014

                   

Managed care and other revenue

 $144,257 $388,682 $120,808 $49,273 $ $703,020 

PBM and dispensing revenue

        241,226  (21,076) 220,150 

Cost of care

  (71,264) (337,128) (86,787) (1)   (495,180)

Cost of goods sold

        (223,251) 21,071  (202,180)

Direct service costs and other

  (37,513) (45,789) (17,843) (45,535) (30,248) (176,928)

Stock compensation expense(1)

  164  225  269  8,122  3,181  11,961 

Less: non-controlling interest segment profit (loss)(2)

    (1,323)       (1,323)
              

Segment profit (loss)

 $35,644 $7,313 $16,447 $29,834 $(27,072)$62,166 
              
              


 
 Commercial Public
Sector
 Specialty
Solutions
 Pharmacy
Management
 Corporate
and
Elimination
 Consolidated 

Nine Months Ended September 30, 2013

                   

Managed care and other revenue

 $578,030 $1,266,739 $277,118 $166,092 $(48,557)$2,239,422 

PBM and dispensing revenue

        298,685    298,685 

Cost of care

  (354,520) (1,095,694) (182,212) (43,325) 48,557  (1,627,194)

Cost of goods sold

        (281,190)   (281,190)

Direct service costs and other

  (129,823) (82,403) (41,224) (93,216) (94,292) (440,958)

Stock compensation expense(1)

  390  833  1,275  898  11,368  14,764 
              

Segment profit (loss)

 $94,077 $89,475 $54,957 $47,944 $(82,924)$203,529 
              
              

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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2014

(Unaudited)

NOTE C—Business Segment Information (Continued)



 Commercial Public
Sector
 Specialty
Solutions
 Pharmacy
Management
 Corporate
and
Elimination
 Consolidated  Commercial Public
Sector
 Specialty
Solutions
 Pharmacy
Management
 Corporate
and
Elimination
 Consolidated 

Nine Months Ended September 30, 2014

             

Three Months Ended March 31, 2015

             

Managed care and other revenue

 $531,173 $1,206,579 $345,568 $149,620 $(18,055)$2,214,885  $152,525 $422,977 $124,342 $49,068 $(262)$748,650 

PBM and dispensing revenue

    590,115 (27,341) 562,774     258,793 (26,475) 232,318 

Cost of care

 (299,318) (1,034,754) (250,192) (16,296) 18,055 (1,582,505) (82,130) (346,930) (93,273) 5  (522,328)

Cost of goods sold

    (547,362) 27,318 (520,044)    (243,538) 25,331 (218,207)

Direct service costs and other

 (120,319) (134,138) (50,881) (122,691) (92,655) (520,684) (39,210) (51,387) (20,174) (63,548) (30,131) (204,450)

Stock compensation expense(1)

 476 729 1,037 13,981 9,760 25,983  171 309 509 8,856 4,056 13,901 

Changes in fair value of contingent consideration

 100     14,869   14,969 

Less: non-controlling interest segment profit (loss)(2)

  (3,301)    (3,301)  (120)   26 (94)
             

Segment profit (loss)

 $112,012 $41,717 $45,532 $67,367 $(82,918)$183,710  $31,456 $25,089 $11,404 $24,505 $(27,507)$64,947 
             
             

(1)
Stock compensation expense isand changes in the fair value of contingent consideration recorded in relation to the acquisitions are included in direct service costs and other operating expenses, however this amount is excluded from the computation of Segment Profit since it is managed on a consolidated basis.Profit.

(2)
The non-controlling portion of AlphaCare's segment profit (loss) is excluded from the computation of Segment Profit.

        The following table reconciles Segment Profit to income before income taxes (in thousands):

 
 Three Months Ended
September 30,
 Nine Months Ended
September 30,
 
 
 2013 2014 2013 2014 

Segment profit

 $59,248 $62,166 $203,529 $183,710 

Stock compensation expense

  (4,524) (11,961) (14,764) (25,983)

Non-controlling interest segment profit (loss)

    (1,323)   (3,301)

Depreciation and amortization

  (17,654) (23,956) (50,770) (66,665)

Interest expense

  (789) (2,879) (2,191) (5,719)

Interest income

  291  241  1,002  827 
          

Income before income taxes

 $36,572 $22,288 $136,806 $82,869 
          
          

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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2014

(Unaudited)

NOTE C—Business Segment Information (Continued)

        The following tables summarize those assets that are used in the operations of each segment. The remainder of the Company's assets cannot be specifically identified by segment (in thousands):

 
 Commercial Public
Sector
 Specialty
Solutions
 Pharmacy
Management
 Corporate
and
Elimination
 Consolidated 

Year Ended December 31, 2013

                   

Restricted cash

 $25,107 $196,651 $ $ $14,938 $236,696 

Net accounts receivable

  50,407  62,977  7,368  115,527  1,906  238,185 

Investments

  16,491  92,966      98,856  208,313 

Pharmaceutical inventory

        49,609    49,609 

Goodwill

  120,485  20,882  104,549  242,290    488,206 

Other intangible assets, net

  3,513  4,590  3,686  57,905    69,694 


 
 Commercial Public
Sector
 Specialty
Solutions
 Pharmacy
Management
 Corporate
and
Elimination
 Consolidated 

Nine Months Ended September 30, 2014

                   

Restricted cash

 $18,579 $144,882 $ $ $1,705 $165,166 

Net accounts receivable

  56,898  60,377  14,912  165,936  4,559  302,682 

Investments

  18,089  159,959      23,376  201,424 

Pharmaceutical inventory

        40,899    40,899 

Goodwill

  129,042  20,879  104,549  311,636    566,106 

Other intangible assets, net

  2,402  6,651  2,675  128,585    140,313 
 
 Three Months Ended
March 31,
 
 
 2014 2015 

Segment profit

 $76,549 $64,947 

Stock compensation expense

  (4,472) (13,901)

Changes in fair value of contingent consideration

    (14,969)

Non-controlling interest segment profit (loss)

  (1,330) (94)

Depreciation and amortization

  (20,229) (23,496)

Interest expense

  (836) (1,626)

Interest income

  311  466 

Income before income taxes

 $49,993 $11,327 

NOTE D—Commitments and Contingencies

Legal

        The Company's operating activities entail significant risks of liability. From time to time, the Company is subject to various actions and claims arising from the acts or omissions of its employees, network providers or other parties. In the normal course of business, the Company receives reports


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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

MARCH 31, 2015

(Unaudited)

NOTE D—Commitments and Contingencies (Continued)

relating to deaths and other serious incidents involving patients whose care is being managed by the Company. Such incidents occasionally give rise to malpractice, professional negligence and other related actions and claims against the Company or its network providers. Many of these actions and claims received by the Company seek substantial damages and therefore require the Company to incur significant fees and costs related to their defense.

        The Company is also subject to or party to certain class actions and other litigation and claims relating to its operations or business practices. In the opinion of management, the Company has recorded reserves that are adequate to cover litigation, claims or assessments that have been or may be asserted against the Company, and for which the outcome is probable and reasonably estimable. Management believes that the resolution of such litigation and claims will not have a material adverse


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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2014

(Unaudited)

NOTE D—Commitments and Contingencies (Continued)

effect on the Company's financial condition or results of operations; however, there can be no assurance in this regard.

Stock Repurchases

        On October 25, 201122, 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 25, 2013. On July 24, 2013 the Company's board of directors approved an increase and extension of the stock repurchase plan which authorizes the Company to purchase up to $300 million of its outstanding stock through October 25, 2015.

22, 2016. Stock repurchases under the program may be purchased from time to time in open market transactions (including blocks) or in privately negotiated transactions. The timing of repurchases and the actual amount purchased will depend on a variety of factors including the market price of the Company's shares, general market and economic conditions, and other corporate considerations. Repurchases may be made pursuant to plans intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, which could allow the Company to purchase its shares during periods when it otherwise might be prevented from doing so under insider trading laws or because of self-imposed trading blackout periods. Repurchases are expected to be funded from working capital and anticipated cash from operations. The repurchase authorization does not require the purchase of a specific number of shares and is subject to suspension or termination by the Company's board of directors at any time.

        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
  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 - September 30, 2014

 2,453,224 57.97 142.2 
       

November 24, 2014 - December 31, 2014

 232,170 $60.65 $14.1 

January 1, 2015 - March 31, 2015

 509,935 62.14 31.7 

 4,744,123   $258.1 
        742,105   $45.8 
       

        During the period from OctoberApril 1, 20142015 through October 21, 2014,April 27, 2015, the Company made additional open market purchases of 358,128101,547 shares of the Company's common stock at an aggregate cost of $19.6$7.2 million (excluding broker commissions).

Restructuring Activities

        As a result of restructuring activities initiated in 2013, the Company recorded liabilities for employee termination costs. The restructuring activities initiated in 2013 were related to contract terminations and organizational changes made in an effort to improve the Company's ability to execute its strategy. For the nine months ended September 30, 2014, the Company incurred $1.2 million of employee termination costs and $1.3 million of lease termination and exit costs. The restructuring costs


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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2014MARCH 31, 2015

(Unaudited)

NOTE D—Commitments and Contingencies (Continued)

incurred by segment were Commercial $1.6 million, Public Sector $0.8 million and Corporate $0.1 million. As of September 30, 2014, the Company incurred cumulative restructuring costs of $17.8 million related to 2013 initiatives. As of September 30, 2014, the cumulative restructuring costs incurred by segment were Public Sector $7.6 million, Commercial $6.3 million, and Corporate $3.9 million. Restructuring costs are included in direct service costs and other operating expenses in the consolidated statements of income.

        The following table summarizes the activity related to the employee termination cost aspect of the restructuring liabilities for the nine months ended September 30, 2014, by reportable segment (in thousands):

 
 Commercial Public
Sector
 Corporate Consolidated 

Liability for employee termination costs at December 31, 2013

 $4,744 $4,296 $3,429 $12,469 

Additions

  840  767  125  1,732 

Payments

  (2,205) (3,421) (2,303) (7,929)

Liability released

  (12) (530) (20) (562)
          

Liability for employee termination costs at September 30, 2014

 $3,367 $1,112 $1,231 $5,710 
          
          

NOTE E—Acquisitions

Acquisition of Partners Rx Management, LLC

        Pursuant to the September 6, 2013 agreement and plan of merger (the "Partners Agreement") with Partners Rx Management, LLC ("Partners Rx"), on October 1, 2013 the Company acquired all of the outstanding ownership interests of Partners Rx. Partners Rx is a full-service commercial PBM with a strong focus on health plans and self-funded employers primarily through sales through third party administrators, consultants and brokers. As consideration for the transaction, the Company paid $97.3 million in cash, including net receipts of $0.7 million for working capital adjustments. The Company funded the acquisition with cash on hand.

        During the nine months ended September 30, 2014, the Company made a measurement period adjustment of $0.3 million to decrease the deferred tax liability related to the Partners Rx acquisition.

Acquisition of AlphaCare Holdings, Inc.

        Pursuant to the August 13, 2013 stock purchase agreement (the "AlphaCare Agreement"), on December 31, 2013 the Company acquired a 65% equity interest in AlphaCare Holdings, Inc. ("AlphaCare Holdings"), the holding company for AlphaCare, New York, Inc. ("AlphaCare"), a Health Maintenance Organization ("HMO") in New York that operates a New York Managed Long-Term Care Plan in Bronx, New York, Queens, Kings and Westchester Counties, and Medicare Plans in Bronx, New York, Queens and Kings Counties.


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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2014

(Unaudited)

NOTE E—Acquisitions (Continued)

        The Company previously held a 7% equity interest in AlphaCare through an equity investment of $2.0 million in preferred membership units of AlphaCare's previous holding company, AlphaCare Holdings, LLC on May 17, 2013. The Company also previously loaned $5.9 million to AlphaCare Holdings, LLC. As part ofDuring the AlphaCare Agreement, AlphaCare Holdings, LLC was reorganized into a Delaware corporation, the preferred membership units and the loan were converted into Series A Participating Preferred Stock ("AlphaCare Series A Preferred") of AlphaCare Holdings andthree months ended March 31, 2015, the Company purchased an additional $17.4$23.6 million in shares of AlphaCare Series A Preferred. TheB Participating Preferred Stock and Series C Participating Preferred Stock. As of March 31, 2015, the Company holds a 65%held an 82% voting interest and the remaining shareholders held an 18% voting interest in AlphaCare Holdings.

        Based on the Company's 65%82% equity and voting interest in AlphaCare Holdings, the Company has included the results of operations in its consolidated financial statements. The Company reports the results of operations of AlphaCare Holdings within the Public Sector segment.

        During the nine months ended September 30, 2014, the Company made net retrospective adjustments to provisional amounts related to the AlphaCare Holdings acquisition that were recognized at the acquisition date that, if known, would have affected the measurement amounts recognized as of that date.

        The estimated fair values of AlphaCare Holdings assets acquired and liabilities assumed at the date of acquisition are summarized as follows (in thousands):

 
 Initial Amounts
Recognized at
Acquisition Date(1)
 Measurement
Period
Adjustments(2)
 Current Amounts
Recognized at
Acquisition Date
 

Assets acquired:

          

Current assets (includes $6,249 of cash and $7,900 of restricted cash)

 $14,766 $(548)$14,218 

Property and equipment, net

  310  (39) 271 

Other assets

  475  66  541 

Other identified intangible assets

  4,590  2,600  7,190 

Goodwill

  20,882  (3) 20,879 
        

Total assets acquired

  41,023  2,076  43,099 
        

Liabilities assumed:

          

Current liabilities

  3,139  1,039  4,178 

Deferred tax liabilities

  1,830  1,037  2,867 
        

Total liabilities assumed

  4,969  2,076  7,045 
        

Net assets acquired

  36,054    36,054 

Less: net assets attributable to noncontrolling interest

  (10,554)   (10,554)
        

Net consideration

 $25,500 $ $25,500 
        
        

(1)
As previously reported in the Company's Form 10-K for the year ended December 31, 2013.

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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2014

(Unaudited)

NOTE E—Acquisitions (Continued)

(2)
The measurement period adjustments were recorded to reflect a $2.6 million increase in the customer contracts identified intangible and a $1.0 million increase to the deferred tax liability as a result of finalization of the valuation and other net changes of ($1.6) as a result of changes in the estimated fair values of the associated assets acquired and liabilities assumed based on factors existing at the acquisition date.

Acquisition of CDMI, LLC

        Pursuant to the March 31, 2014 purchase agreement (the "CDMI Agreement") with CDMI, on April 30, 2014 the Company acquired all of the outstanding equity interests of CDMI. CDMI provides a range of clinical consulting programs and negotiates and administers drug rebates for managed care organizations and other customers. As consideration for the transaction, the Company paid a base price of $205.0$201.1 million, in cash, subject toincluding net receipts of $3.9 million for working capital adjustments. Pursuant to the CDMI Agreement, the sellers and certain key management of CDMI purchased a total of $80.0 million in Magellan restricted common stock, which will generally vest over a 42-month period, conditioned upon certain employment and performance targets. In addition to the base purchase price, the CDMI Agreement provides for potential contingent payments up to a maximum aggregate amount of $165.0 million. The potential future payments are contingent upon CDMI meeting certain client retention, client conversion, and gross profit milestones through December 31, 2016.

        The Company reports the results of operations of CDMI within its Pharmacy Management segment. The consolidated statements of income include total revenues and Segment Profit from CDMI of $18.2 million and $15.6 million for the five months subsequent to the acquisition.

        The purchase price has been allocated based upon the estimated fair value of net assets acquired at the date of acquisition. A portion of the excess purchase price over tangible net assets acquired has been allocated to identified intangible assets totaling $84.2 million, consisting of customer contracts in the amount of $82.8 million, which is being amortized over 8 years, non-compete agreements in the amount of $1.0 million, which is being amortized over 6.5 years and tradename in the amount of $0.4 million, which is being amortized over 20 months. The entire excess purchase price over tangible net assets acquired is amortizable for tax purposes, although the Company's effective rate will not be impacted by the tax amortization.


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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2014

(Unaudited)

NOTE E—Acquisitions (Continued)

        The estimated fair values of CDMI assets acquired and liabilities assumed at the date of the acquisition are summarized as follows (in thousands):

Assets acquired:

    

Current assets (includes $42,123 of accounts receivable)

 $42,226 

Property and equipment, net

  457 

Other assets

  9 

Other identified intangible assets

  84,220 

Goodwill

  69,092 
    

Total assets acquired

  196,004 
    

Liabilities assumed:

    

Current liabilities

  29,160 

Contingent consideration

  45,778 
    

Total liabilities assumed

  74,938 
    

Net assets acquired

 $121,066 
    
    

As of September 30, 2014,March 31, 2015, the Company established a working capital receivable of $3.9$0.1 million that was reflected as a reduction to goodwill.

        The fair valueOther Acquisitions

        Pursuant to the January 15, 2015 purchase agreement (the "HSM Agreement") with HSM Physical Health, Inc. ("HSM") and HSM Companies Inc., on January 31, 2015 the Company acquired all of contingentthe outstanding equity interests of HSM. HSM provides cost containment and utilization management services focused on physical and musculoskeletal health specialties. As consideration is determined based on probabilitiesfor the transaction, the Company paid a base price of payment, projected payment dates, discount rates, and projected revenues, gross profits, and client base. The projected revenues, gross profits, and client base are derived from the Company's latest internal operational forecasts.$13.5 million in cash, subject to working capital adjustments. The Company used a probability weighted discounted cash flow method to arrive atreports the fair valueresults of the contingent consideration. Changes in the operational forecasts, probabilitiesoperations of payment, discount rates, or projected payment dates may result in change in the fair value measurement. Any changes in the fair value measurement are reflected as income or expense in the consolidated statements of income. As of the acquisition date, the Company estimated undiscounted future contingent payments of $61.7 million. As of September 30, 2014, the fair value of the contingent consideration was $48.8 million and is included in accrued liabilities and contingent liabilities in the consolidated balance sheet. The change in the present value of the contingent consideration was $1.8 million and $3.0 million for the three months and nine months ended September 30, 2014, respectively, and was recorded as interest expense in the consolidated statements of income.

HSM within its Specialty Solutions segment. The Company's estimated fair values of CDMIHSM's assets acquired and liabilities assumed at the date of acquisition are determined based on certain valuations and analyses that have yet to be finalized, and accordingly, the assets acquired and liabilities assumed as detailed below, are subject to adjustment once the analyses are completed. The Company will make appropriate adjustments to the purchase price allocationallocations prior to the completion of the measurement period as required.

        In connection with the CDMI acquisition, the Company incurred $1.2 million of acquisition related costs that were expensed during the nine months ended September 30, 2014. These costs are included within direct service costs and other operating expenses in the accompanying consolidated statements of income.


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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2014MARCH 31, 2015

(Unaudited)

NOTE E—Acquisitions (Continued)

Other AcquisitionsF—Subsequent Events

        Pursuant to the July 1, 2014 purchase agreementMarch 17, 2015 Purchase Agreement (the "Cobalt"4D Agreement") with Cobalt,4D Pharmacy Management Systems, Inc. ("4D"), on April 1, 2015 the Company acquired (the "4D Acquisition") all of the outstanding equity interests of Cobalt. Cobalt provides computerized cognitive behavioral therapy self-service programs.4D. 4D is a privately held, full-service PBM serving managed care organizations, employers and government-sponsored benefit programs, such as Medicare Part D plans.

        As consideration for the transaction,4D Acquisition, the Company paid a base price of $7.9$55 million in cash, including net receipts of $0.1 million forsubject to working capital adjustments. In addition to the base purchase price, the Cobalt Agreement provides forThere are additional potential contingent payments up to a maximuman aggregate amount of $6.0$30 million. The potential futurecontingent payment provisions provide for (i) cash payments are contingent upon engagement of new membersup to $10 million based on the achievement of certain growth targets in the underlying dual eligible membership served by 4D during calendar year 2015 and new contract execution(ii) cash payments of up to $20 million for retention of certain business through June 30, 2017.2018. The Company reportsfunded the 4D Acquisition with cash on hand. The Company will report the results of operations of Cobalt4D within its CommercialPharmacy Management segment. The purchase price has been allocated based upon the estimated fair value of net assets acquired at the date of acquisition. The Company will make appropriate adjustments to the purchase price allocations prior to the completion of the measurement period as required.

Pro Forma Financial Information

   ��    The following unaudited supplemental pro forma information represents the Company's consolidated results of operations for the three and nine months ended September 30, 2013 as if the acquisition of CDMI had occurred on January 1, 2013, and for the three and nine months ended September 30, 2014 as if the acquisition of CDMI had occurred on January 1, 2014, in all cases after giving effect to certain adjustments including interest income, depreciation and amortization, and stock compensation expense.

        Such pro forma information does not purport to be indicative of operating results that would have been reported had the acquisition of CDMI occurred on January 1, 2013 and 2014 (in thousands):

 
 Three Months Ended
September 30,
 Nine Months Ended
September 30,
 
 
 2013 2014 2013 2014 

Net revenue

  884,980  923,170  2,568,398  2,789,252 

Net income

  45,410  27,133  99,951  53,965 

Income per common share attributable to Magellan Health, Inc.:

             

Basic

 $1.68 $1.02 $3.71 $1.99 

Diluted

 $1.63 $1.00 $3.61 $1.94 

NOTE F—Subsequent Events

        On October 22, 2014 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 22, 2016. Stock repurchases under the program may be made from time to time in open market transactions (including blocks) or in privately negotiated transactions. The timing of repurchases and the actual amount purchased will depend on a variety of factors including the market price of the Company's shares, general market and economic conditions, and other corporate considerations. Repurchases may be made pursuant to plans intended to comply with Rule 10b5-1 under the Securities


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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2014

(Unaudited)

NOTE F—Subsequent Events (Continued)

Exchange Act of 1934, which could allow the Company to purchase its shares during periods when it otherwise might be prevented from doing so under insider trading laws or because of self- imposed trading blackout periods. Repurchases are expected to be funded from working capital and anticipated cash from operations. The repurchase authorization does not require the purchase of a specific number of shares and is subject to suspension or termination by the Company's board of directors at any time.


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

        The following discussion and analysis of the financial condition and results of operations of Magellan and its majority-owned subsidiaries and all VIEs for which Magellan is the primary beneficiary should be read together with the Consolidated Financial Statements and the notes to the Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q and the Company's Annual Report on Form 10-K for the year ended December 31, 2013,2014, which was filed with the SEC on March 3, 2014.February 26, 2015.

Forward-Looking Statements

        This Form 10-Q includes "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Although the Company believes that its plans, intentions and expectations as reflected in such forward-looking statements are reasonable, it can give no assurance that such plans, intentions or expectations will be achieved. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include:


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        Further discussion of factors currently known to management that could cause actual results to differ materially from those in forward-looking statements is set forth under the heading "Risk Factors" in Item 1A of Magellan's Annual Report on Form 10-K for the year ended December 31, 2013.2014. When used in this Quarterly Report on Form 10-Q, the words "estimate," "anticipate," "expect," "believe," "should," and similar expressions are intended to be forward-looking statements. Magellan undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, except as required by law.

Business Overview

        The Company is engaged in the healthcare management business, and is focused on meeting needs in areas of healthcare that are fast growing, highly complex and high cost, with an emphasis on special population management. The Company provides services to health plans and other MCOs, insurance companies, employers, labor unions, various military and governmental agencies, third party administrators, consultants and brokers. The Company's business is divided into the following five segments, based on the services it provides and/or the customers that it serves, as described below.

Managed Healthcare

        Two ofserves. See Note A—"General" for more information on the Company's segments are in the managed healthcare business. This line of business reflects the Company's: (i) management of behavioral healthcare services, and (ii) the integrated management of physical, behavioral and pharmaceutical healthcare for special populations, delivered through MCC. The Company's coordination and management of physical and behavioral healthcare includes services provided through its comprehensive network of medical and behavioral health professionals, clinics, hospitals and ancillary service providers. This network of credentialed and


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privileged providers is integrated with clinical and quality improvement programs to enhance the healthcare experience for individuals in need of care, while at the same time managing the cost of these services for our customers. The treatment services provided through the Company's provider network include outpatient programs, intermediate care programs (such as intensive outpatient programs and partial hospitalization services), inpatient treatment and crisis intervention services. The Company generally does not directly provide or own any provider of treatment services, although it does employ licensed behavioral health counselors to deliver non-medical counseling under certain government contracts.

        The Company's integrated management of physical and behavioral healthcare includes its full service health plans which provide for the holistic management of special populations. These special populations include individuals with serious mental illness, dual eligibles, those eligible for long term care and other populations with unique and often complex healthcare needs.

        The Company provides its management services primarily through: (i) risk-based products, where the Company assumes all or a substantial portion of the responsibility for the cost of providing treatment services in exchange for a fixed per member per month fee, (ii) ASO products, where the Company provides services such as utilization review, claims administration and/or provider network management, but does not assume responsibility for the cost of the treatment services, and (iii) EAPs where the Company provides short-term outpatient behavioral counseling services.

        The managed healthcare business is managed based on the services provided and/or the customers served, through the following two segments:

        Commercial.    Commercial generally reflects managed behavioral healthcare services and EAP services provided under contracts with health plans, insurance companies and MCOs for some or all of their commercial, Medicaid and Medicare members, as well as with employers, including corporations, governmental agencies, military and labor unions. Commercial's contracts encompass risk- based, ASO and EAP arrangements. As of September 30, 2014, Commercial's covered lives were 2.9 million, 14.4 million and 13.0 million for risk-based, ASO and EAP products, respectively. For the nine months ended September 30, 2014, Commercial's revenue was $300.6 million, $95.1 million and $135.4 million for risk-based, ASO and EAP products, respectively.

        Public Sector.    Public Sector generally reflects: (i) the management of behavioral health services provided to recipients under Medicaid and other state sponsored programs under contracts with state and local governmental agencies, and (ii) the integrated management of physical, behavioral and pharmaceutical care for special populations covered under Medicaid and other government sponsored programs. Public Sector contracts encompass either risk-based or ASO arrangements. As of September 30, 2014, Public Sector's covered lives were 1.4 million and 1.7 million for risk-based and ASO products, respectively. For the nine months ended September 30, 2014, Public Sector's revenue was $1,164.8 million and $41.8 million for risk-based and ASO products, respectively.

Specialty Solutions

        Specialty Solutions generally reflects the management of the delivery of diagnostic imaging (radiology benefits management or "RBM") and a variety of other specialty areas such as radiation oncology, obstetrical ultrasound, cardiology and musculoskeletal management to ensure that such services are clinically appropriate and cost effective. The Company's Specialty Solutions services are currently provided under contracts with health plans and insurance companies for some or all of their commercial, Medicaid and Medicare members. The Company also contracts with state and local governmental agencies for the provision of such services to Medicaid recipients. The Company offers its Specialty Solutions services through risk-based contracts and ASO contracts, where the Company provides services such as utilization review and claims administration, but does not assume responsibility for the cost of the services. As of September 30, 2014, covered lives for Specialty


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Solutions were 6.5 million and 15.0 million for risk-based and ASO products, respectively. For the nine months ended September 30, 2014, revenue for Specialty Solutions was $310.8 million and $34.8 million for risk-based and ASO products, respectively.

Pharmacy Management

        Pharmacy Management comprises products and solutions that provide clinical and financial management of drugs paid under medical and pharmacy benefit programs. Pharmacy Management's services include (i) traditional PBM services; (ii) PBA for state Medicaid and other government sponsored programs; (iii) specialty pharmaceutical dispensing operations, contracting and formulary optimization programs; (iv) medical pharmacy management programs; and (v) programs for the integrated management of drugs that treat complex conditions, regardless of site of service, method of delivery, or benefit reimbursement. In addition, the Company had a subcontract arrangement to provide PBM services on a risk basis for one of Public Sector's customers, which terminated on March 31, 2014.

        The Company's Pharmacy Management programs are provided under contracts with health plans, employers, Medicaid MCOs, state Medicaid programs, and other government agencies, and encompass risk-based and FFS arrangements. During the nine months ended September 30, 2014, Pharmacy Management paid 6.5 million adjusted commercial network claims in the Company's PBM business. As of September 30, 2014, the Company had a generic dispensing rate of 84.2 percent within its commercial PBM business. In addition, during the nine months ended September 30, 2014, the Company paid 50.8 million adjusted PBA claims and 0.1 million specialty dispensing claims. Adjusted claim totals apply a multiple of three for each 90-day and traditional mail claim. In addition, as of September 30, 2014, Pharmacy Management served 0.9 million commercial PBM members, 9.7 million members in its medical pharmacy management programs, and 25 states and the District of Columbia in its PBA business.

Corporate

        This segment of the Company is comprised primarily of operational support functions such as sales and marketing and information technology, as well as corporate support functions such as executive, finance, human resources and legal.

Significant Customers

        Through March 31, 2014, the Company provided behavioral healthcare management and other related services to approximately 680,000 members in Maricopa County, Arizona as the Regional Behavioral Health Authority ("RBHA") for GSA6 ("Maricopa County") pursuant to a contract with the State of Arizona (the "Maricopa Contract"). The Maricopa Contract was for the management of the publicly funded behavioral health system that delivered mental health, substance abuse and crisis services for adults, youth, and children. The Maricopa Contract terminated on March 31, 2014. The Maricopa Contract generated net revenues of $557.6 million and $213.3 million for the nine months ended September 30, 2013 and 2014, respectively.


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        In addition to the Maricopa Contract previously discussed, the following customers generated in excess of ten percent of net revenues for the respective segment for the nine months ended September 30, 2013 and 2014 (in thousands):

Segment
 Term Date 2013 2014 

Commercial

         

Customer A

 June 30, 2014(1) $156,269 $110,138 

Customer B

 December 31, 2019  106,433  138,944 

Customer C

 August 14, 2017  47,625* 76,863 

Customer D

 December 14, 2013(1)  58,246   

Public Sector

 

 

  
 
  
 
 

Customer E

 June 30, 2015 to July 1, 2016(2)  215,396  337,893 

Specialty Solutions

 

 

  
 
  
 
 

Customer F

 December 31, 2015  96,402  109,138 

Customer G

 June 30, 2016(3)  43,490  28,046 

Customer H

 July 31, 2015  47,161  55,768 

Customer A

 November 30, 2016  1,623* 40,003 

Customer I

 January 31, 2016  34,338  38,282 

Pharmacy Management

 

 

  
 
  
 
 

Customer J

 November 30, 2014 to December 31, 2014(2)  99,599  92,793 

Customer K

 December 31, 2013(4)  68,166  2,339*

Customer L

 March 31, 2014(1)(5)  48,527  18,055*

Customer M

 December 16, 2016    105,079 

*
Revenue amount did not exceed ten percent of net revenues for the respective segment for the period presented. Amount is shown for comparative purposes only.

(1)
The contract has terminated.

(2)
The customer has more than one contract. The individual contracts are scheduled to terminate at various points during the time period indicated above.

(3)
This contract transitioned from risk to ASO based services effective July 1, 2014.

(4)
The contract has terminated, however, the Company continues to provide services as the contract is transitioned to the new vendor.

(5)
This customer represented a subcontract with a Public Sector customer and was eliminated in consolidation.

Concentration of Business

        The Company also has a significant concentration of business with various counties in the State of Pennsylvania (the "Pennsylvania Counties") which are part of the Pennsylvania Medicaid program. Net revenues from the Pennsylvania Counties in the aggregate totaled $269.1 million and $272.0 million for the nine months ended September 30, 2013 and 2014, respectively.

        In addition, the Company has a significant concentration of business with the State of Florida. The Company currently has behavioral healthcare contracts with various areas in the State of Florida (the "Florida Areas") which are part of the Florida Medicaid program. The State of Florida implemented a new system of mandated managed care through which Medicaid enrollees will receive integrated


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healthcare services, and has phased out the behavioral healthcare programs under which the Florida Areas' contracts operated. The Company has a contract with the State of Florida to provide integrated healthcare services under the new program. Net revenues from the State of Florida in the aggregate totaled $98.0 million and $143.9 million for the nine months ended September 30, 2013 and 2014, respectively.

        The Company's contracts with customers typically have terms of one to three years, and in certain cases contain renewal provisions (at the customer's option) for successive terms of between one and two years (unless terminated earlier). Substantially all of these contracts may be immediately terminated with cause and many of the Company's contracts are terminable without cause by the customer or the Company either upon the giving of requisite notice and the passage of a specified period of time (typically between 60 and 180 days) or upon the occurrence of other specified events. In addition, the Company's contracts with federal, state and local governmental agencies generally are conditioned on legislative appropriations. These contracts generally can be terminated or modified by the customer if such appropriations are not made.segments.

Critical Accounting Policies and Estimates

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported


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amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates of the Company include, among other things, accounts receivable realization, valuation allowances for deferred tax assets, valuation of goodwill and intangible assets, medical claims payable, other medical liabilities, stock compensation assumptions, tax contingencies and legal liabilities. Actual results could differ from those estimates. Except as noted below, the Company's critical accounting policies are summarized in the Company's Annual Report on Form 10-K, filed with the SEC on March 3, 2014.February 26, 2015.

Income Taxes        Stock Compensation.

        The Company's effective income tax rates were 22.0 percent and 34.3 percent for the nine months ended September 30, 2013 and 2014, respectively. These rates differ from the federal statutory income tax rate primarily due to state income taxes, permanent differences between book and tax income, and changes to recorded tax contingencies and valuation allowances.    The Company also accrues interestuses the Black-Scholes-Merton option pricing model to estimate the fair value of substantially all stock options granted to employees. The fair value of all RSUs and penalties related to unrecognized tax benefits in its provision for income taxes.RSAs is determined as the fair market value of the underlying shares on the date of the grant. The effective income tax rate forfair value of PSUs issued with market-based conditions is calculated on the nine months ended September 30, 2013 is lower thandate of the effective rate for the nine months ended September 30, 2014 mainly due to the non-deductible ACA fees, lower reversals of tax contingenciesgrant using a Monte Carlo simulation model. Stock compensation expense recognized in the current yearconsolidated statements of income is based on awards ultimately expected to vest, it has been reduced for annual estimated forfeitures of four percent. If the actual number of forfeitures differs from those estimated, additional adjustments to compensation expense may be required in future periods. If vesting of an award is conditioned upon the closureachievement of statutesperformance goals, compensation expense during the performance period is estimated using the most probable outcome of limitation,the performance goals, and increased valuation allowances inadjusted as the current year for certain deferred tax assets.

expected outcome changes. The Company filesrecognizes compensation costs for awards that do not contain performance or market conditions on a consolidated federal income tax return forstraight-line basis over the Company and its eighty percent or more owned subsidiaries, andrequisite service period, which is generally the Company and its subsidiaries file income tax returns in various state and local jurisdictions. With few exceptions,vesting term of three years. For restricted stock units that include performance conditions, stock compensation is recognized using an accelerated method over the Companyvesting period. For PSUs issued with market-based conditions, stock compensation is no longer subject to state or local income tax assessments by tax authorities for years ended prior to 2010. Further,recognized using a straight line method over the statutes of limitation regarding the assessment of federal and certain state and local income taxes for 2010 closed during the current quarter. As a result, $18.7 million of unrecognized tax benefits (excluding interest costs) recorded as of December 31, 2013 were reversed in the current quarter, of which $15.6 million is reflected as a discrete reduction to income tax expense, $2.6 million as an increase to additional paid-in capital, and the remainder as a decrease to deferred tax assets. Additionally, $1.3 million of accrued interest was reversed in the current quarter and reflected as a reduction to income tax expense due to the closing of statutes of limitation on tax assessments.


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Results of Operations

        The accounting policies of the Company's segments are the same as those described in Note A—"General." The Company evaluates performance of its segments based on Segment Profit. Management uses Segment Profit information for internal reporting and control purposes and considers it important in making decisions regarding the allocation of capital and other resources, risk assessment and employee compensation, among other matters. Public Sector subcontracts with Pharmacy Management and Specialty Solutions to provide pharmacy benefits management services and radiology benefits management services for certain of Public Sector's customers. In addition, Pharmacy Management provides pharmacy benefits management for the Company's employees covered under its medical plan. As such, revenue, cost of care, cost of goods sold and direct service costs and other related to these arrangements are eliminated. The Company's segments are defined above.in Note A—"General".


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        The following tables summarize, for the periods indicated, operating results by business segment (in thousands):


 Commercial Public
Sector
 Specialty
Solutions
 Pharmacy
Management
 Corporate
and
Elimination
 Consolidated  Commercial Public
Sector
 Specialty
Solutions
 Pharmacy
Management
 Corporate
and
Elimination
 Consolidated 

Three Months Ended September 30, 2013

             

Three Months Ended
March 31, 2014

             

Managed care and other revenue

 $190,655 $445,260 $94,125 $57,164 $(17,091)$770,113  $188,891 $497,943 $105,434 $55,378 $(18,055)$829,591 

PBM and dispensing revenue

    103,485  103,485     139,624 (2,740) 136,884 

Cost of care

 (118,022) (382,913) (65,403) (15,290) 17,091 (564,537) (111,202) (422,518) (73,652) (16,391) 18,055 (605,708)

Cost of goods sold

    (97,503)  (97,503)    (128,031) 2,733 (125,298)

Direct service costs and other

 (47,032) (27,826) (13,990) (32,281) (35,705) (156,834) (40,276) (42,958) (15,141) (35,551) (30,796) (164,722)

Stock compensation expense(1)

 124 259 384 198 3,559 4,524  155 274 414 303 3,326 4,472 
             

Less: non-controlling interest segment profit (loss)(2)

  (1,330)    (1,330)

Segment profit (loss)

 $25,725 $34,780 $15,116 $15,773 $(32,146)$59,248  $37,568 $34,071 $17,055 $15,332 $(27,477)$76,549 
             
             

 

 
 Commercial Public
Sector
 Specialty
Solutions
 Pharmacy
Management
 Corporate
and
Elimination
 Consolidated 

Three Months Ended September 30, 2014

                   

Managed care and other revenue

 $144,257 $388,682 $120,808 $49,273 $ $703,020 

PBM and dispensing revenue

        241,226  (21,076) 220,150 

Cost of care

  (71,264) (337,128) (86,787) (1)   (495,180)

Cost of goods sold

        (223,251) 21,071  (202,180)

Direct service costs and other

  (37,513) (45,789) (17,843) (45,535) (30,248) (176,928)

Stock compensation expense(1)

  164  225  269  8,122  3,181  11,961 

Less: non-controlling interest segment profit (loss)(2)

    (1,323)       (1,323)
              

Segment profit (loss)

 $35,644 $7,313 $16,447 $29,834 $(27,072)$62,166 
              
              

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 Commercial Public
Sector
 Specialty
Solutions
 Pharmacy
Management
 Corporate
and
Elimination
 Consolidated 

Nine Months Ended September 30, 2013

                   

Managed care and other revenue

 $578,030 $1,266,739 $277,118 $166,092 $(48,557)$2,239,422 

PBM and dispensing revenue

        298,685    298,685 

Cost of care

  (354,520) (1,095,694) (182,212) (43,325) 48,557  (1,627,194)

Cost of goods sold

        (281,190)   (281,190)

Direct service costs and other

  (129,823) (82,403) (41,224) (93,216) (94,292) (440,958)

Stock compensation expense(1)

  390  833  1,275  898  11,368  14,764 
              

Segment profit (loss)

 $94,077 $89,475 $54,957 $47,944 $(82,924)$203,529 
              
              



 Commercial Public
Sector
 Specialty
Solutions
 Pharmacy
Management
 Corporate
and
Elimination
 Consolidated  Commercial Public
Sector
 Specialty
Solutions
 Pharmacy
Management
 Corporate
and
Elimination
 Consolidated 

Nine Months Ended September 30, 2014

             

Three Months Ended
March 31, 2015

             

Managed care and other revenue

 $531,173 $1,206,579 $345,568 $149,620 $(18,055)$2,214,885  $152,525 $422,977 $124,342 $49,068 $(262)$748,650 

PBM and dispensing revenue

    590,115 (27,341) 562,774     258,793 (26,475) 232,318 

Cost of care

 (299,318) (1,034,754) (250,192) (16,296) 18,055 (1,582,505) (82,130) (346,930) (93,273) 5  (522,328)

Cost of goods sold

    (547,362) 27,318 (520,044)    (243,538) 25,331 (218,207)

Direct service costs and other

 (120,319) (134,138) (50,881) (122,691) (92,655) (520,684) (39,210) (51,387) (20,174) (63,548) (30,131) (204,450)

Stock compensation expense(1)

 476 729 1,037 13,981 9,760 25,983  171 309 509 8,856 4,056 13,901 

Changes in fair value of contingent consideration

 100     14,869   14,969 

Less: non-controlling interest segment profit (loss)(2)

  (3,301)    (3,301)  (120)   26 (94)
             

Segment profit (loss)

 $112,012 $41,717 $45,532 $67,367 $(82,918)$183,710  $31,456 $25,089 $11,404 $24,505 $(27,507)$64,947 
             
             

(1)
Stock compensation expense isand changes in the fair value of contingent consideration recorded in relation to the acquisitions are included in direct service costs and other operating expenses, however this amount is excluded from the computation of Segment Profit since it is managed on a consolidated basis.Profit.

(2)
The non-controlling portion of AlphaCare's segment profit (loss) is excluded from the computation of Segment Profit.

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        The following table reconciles Segment Profit to income before income taxes (in thousands):


 Three Months Ended
September 30,
 Nine Months Ended
September 30,
  Three Months Ended
March 31,
 

 2013 2014 2013 2014  2014 2015 

Segment profit

 $59,248 $62,166 $203,529 $183,710  $76,549 $64,947 

Stock compensation expense

 (4,524) (11,961) (14,764) (25,983) (4,472) (13,901)

Changes in fair value of contingent consideration

  (14,969)

Non-controlling interest segment profit (loss)

  (1,323)  (3,301) (1,330) (94)

Depreciation and amortization

 (17,654) (23,956) (50,770) (66,665) (20,229) (23,496)

Interest expense

 (789) (2,879) (2,191) (5,719) (836) (1,626)

Interest income

 291 241 1,002 827  311 466 
         

Income before income taxes

 $36,572 $22,288 $136,806 $82,869  $49,993 $11,327 
         
         

Non-GAAP Measures

        The Company reports its financial results in accordance with GAAP, however the Company's management also assesses business performance and makes business decisions regarding the Company's operations using certain non-GAAP measures. In addition to Segment Profit, as defined above, in Note C—"Business Segment Information", the Company also uses adjusted net income attributable to Magellan Health, Inc. ("Adjusted Net Income") and adjusted net income per common share attributable to Magellan Health, Inc. on a diluted basis ("Adjusted EPS"). Adjusted Net Income and Adjusted EPS reflect certain adjustments made for acquisitions completed after January 1, 2013 to exclude non-cash stock compensation expense resulting from restricted stock purchases by sellers, changes in the fair value of contingent consideration, as well as amortization of identified acquisition intangibles. The Company believes these non-GAAP measures provide a more useful comparison of the Company's underlying business performance from period to period and isare more representative of the earnings capacity of the Company. Non-GAAP financial measures we disclose, such as Segment Profit, Adjusted Net Income, and Adjusted EPS, should not be considered a substitute for, or superior to, financial measures determined or calculated in accordance with GAAP.

        The following table reconciles Adjusted Net Income to net income attributable to Magellan Health, Inc. (in thousands):


 Three Months Ended
September 30,
 Nine Months Ended
September 30,
  Three Months Ended
March 31,
 

 2013 2014 2013 2014  2014 2015 

Adjusted Net Income

 $47,232 $35,192 $106,770 $73,448  $27,306 $24,384 

Adjusted for acquisitions starting in 2013

              

Stock compensation relating to acquisitions

 (939) (8,338)

Changes in fair value of contingent consideration

  (14,969)

Amortization of acquired intangibles

  (4,317)  (9,376) (1,633) (4,383)

Stock compensation relating to acquisitions

  (8,885)  (16,196)

Tax impact

  5,143  9,963  986 10,594 
         

Net income attributable to Magellan Health, Inc.

 $47,232 $27,133 $106,770 $57,839  $25,720 $7,288 
         
         

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        The following table reconciles Adjusted EPS to net income per common share attributable to Magellan Health, Inc.—diluted:


 Three Months
Ended
September 30,
 Nine Months
Ended
September 30,
  Three Months
Ended March 31,
 

 2013 2014 2013 2014  2014 2015 

Adjusted EPS

 $1.70 $1.30 $3.87 $2.66  $0.97 $0.94 

Adjusted for acquisitions starting in 2013

              

Stock compensation relating to acquisitions

 (0.03) (0.32)

Changes in fair value of contingent consideration

  (0.57)

Amortization of acquired intangibles

  (0.16)  (0.34) (0.06) (0.17)

Stock compensation relating to acquisitions

  (0.33)  (0.59)

Tax impact

  0.19  0.36  0.04 0.40 
         

Net income per common share attributable to Magellan Health, Inc.—Diluted

 $1.70 $1.00 $3.87 $2.09  $0.92 $0.28 
         
         

Quarter ended September 30, 2014March 31, 2015 ("Current Year Quarter"), compared to the quarter ended September 30, 2013March 31, 2014 ("Prior Year Quarter")

Commercial

Net Revenue

        Net revenue related to Commercial decreased by 24.319.3 percent or $46.4$36.4 million from the Prior Year Quarter to the Current Year Quarter. The decrease in revenue is mainly due to terminated contracts of $72.7$56.3 million, program change of $9.6 million and decreasedfavorable prior period rate, membership from existing customersand other adjustments of $4.8 million.$2.6 million in the Prior Year Quarter. These decreases were partially offset by favorable rate changes of $13.9 million, new contracts implemented after (or during) the Prior Year Quarter of $4.5$10.0 million, favorable rate changes of $4.4 million, and other net favorable increases of $12.7$17.7 million (mainly related to higher care associated with a cost-plus contract).

Cost of Care

        Cost of care decreased by 39.626.1 percent or $46.8$29.1 million from the Prior Year Quarter to the Current Year Quarter. The decrease in cost of care is primarily due to terminated contracts of $56.9$40.6 million, decreased membership from existing customersprogram change of $4.1$6.3 million, favorable medical claims development for the Prior Year Quarter which was recorded after the Prior Year Quarter of $2.7 million and favorable prior period medical claims development recorded in the Current Year Quarter of $4.1$1.9 million. These decreases were partially offset by new contracts implemented after (or during) the Prior Year Quarter of $8.9 million, and unfavorable care trends and other net variances of $18.3$13.5 million. Cost of care decreased as a percentage of risk revenue (excluding EAP business) from 80.277.0 percent in the Prior Year Quarter to 65.175.8 percent in the Current Year Quarter, mainly due to changes in business mix.rate increases and favorable prior period care development.

Direct Service Costs

        Direct service costs decreased by 20.22.6 percent or $9.5$1.1 million from the Prior Year Quarter to the Current Year Quarter primarily due to terminated contracts, of $7.4 million and severance and restructuring cost pertaining to terminated contracts in the Prior Year Quarter of $5.0 million, which decreases were partially offset by new contracts implemented after (or during) the Prior Year Quarter of $1.7 millionbusiness and other net increases of $1.2 million.increased administrative cost. Direct service costs increased as a percentage of revenue from 24.721.3 percent in the Prior Year Quarter to 26.025.7 percent in the Current Year Quarter, mainly due to changes in business mix.the impact of terminated contracts.


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Public Sector

Net Revenue

        Net revenue related to Public Sector decreased by 12.715.1 percent or $56.6$75.0 million from the Prior Year Quarter to the Current Year Quarter. This decrease is primarily due to terminated contracts of $219.1$234.3 million, unfavorable retroactive rate adjustments in the Current Year Quarter of $3.3 million, the revenue impact of favorable prior period medical claims development recorded in the Current Year PeriodQuarter of $4.4$1.2 million and the revenue impactother net unfavorable variances of unfavorable prior period development recorded in the Prior Year Quarter of $1.3$1.2 million. These decreases were partially offset by increased membership from existing customers of $90.6$119.9 million, new contracts implemented after (or during) the Prior Year Quarterfavorable rate changes of $53.0$36.6 million and an increase in net revenue recorded for ACA fees of $8.8 million, favorable rate changes of $6.0 million, performance incentives of $1.2 million and other net favorable variances of $8.6$8.5 million.

Cost of Care

        Cost of care decreased by 12.017.9 percent or $45.8$75.6 million from the Prior Year Quarter to the Current Year Quarter. This decrease is primarily due to terminated contracts of $195.7$201.8 million and favorable prior period medical claims development recorded in the Current Year Quarter of $12.9$14.3 million. These decreases were partially offset by increased membership from existing customers of $90.5$97.8 million, new contractshigher care associated with favorable rate changes of $38.2$28.8 million, unfavorablefavorable prior period medical claims development recorded in the Prior Year Quarter of $10.7 million, higher care associated with favorable rate changes of $5.4$2.2 million and unfavorable care trends and other net variances of $18.0 million (includes $5.1 million of care cost related to amendment pending execution).$11.7 million. Cost of care increaseddecreased as a percentage of risk revenue from 87.687.3 percent in the Prior Year Quarter to 89.985.1 percent in the Current Year Quarter mainly due to business mix.higher ACA fee revenue.

Direct Service Costs

        Direct service costs increased by 64.619.6 percent or $18.0$8.4 million from the Prior Year Quarter to the Current Year Quarter, mainly due to the accrual forhigher ACA fees of $5.4$1.8 million, in the Current Year Quarter, as well as costs to support new business and development costs for the Magellan Complete Care product. Direct service costs increased as a percentage of revenue from 6.28.6 percent for the Prior Year Quarter to 11.812.1 percent in the Current Year Quarter mainly due to ACA fees, costs to support new business, run out costs on a terminated contract and development costs for the Magellan Complete Care product.product partially offset by terminated contracts.

Specialty Solutions

Net Revenue

        Net revenue related to Specialty Solutions increased by 28.317.9 percent or $26.7$18.9 million from the Prior Year Quarter to the Current Year Quarter. This increase is primarily due to new contracts implemented after (or during) the Prior Year Quarter of $40.2$16.5 million, and other net favorable variances of $1.3 million. These increases were partially offset by decreasedincreased membership from existing customers of $9.4$8.5 million, favorable rates changes of $2.8 million and unfavorable rateother favorable variances of $1.9 million, partially offset by program changes of $5.4$10.8 million.

Cost of Care

        Cost of care increased by 32.726.6 percent or $21.4$19.6 million from the Prior Year Quarter to the Current Year Quarter. This increase is primarily attributed to new contracts of $32.8 million. This increase was partially offset by decreased$14.4 million, increased membership from existing customers of $7.7$6.7 million, favorableunfavorable prior period medical claims development recorded in the Current Year Quarter of $3.0$2.6 million, favorable prior period development recorded in the Prior Year Quarter of $1.3 million and unfavorable care trends and other net favorable variances of $0.7$3.8 million, partially offset by program changes of $9.2 million. Cost of care increased as a percentage of risk revenue from 77.877.7 percent in the Prior Year Quarter to 80.684.6 percent in the Current Year Quarter mainly due to business mix.unfavorable care trends and care development.


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Direct Service Costs

        Direct service costs increased by 27.533.2 percent or $3.9$5.0 million from the Prior Year Quarter to the Current Year Quarter. AsQuarter mainly due to new business and increased administrative expense (mainly salaries and consulting). Direct service costs increased as a percentage of revenue direct service costsfrom 14.4 percent for the Prior Year Quarter to 16.2 percent in the Current Year Quarter of 14.8 percent were consistent with the Prior Year Quarter.mainly due to salaries and consulting cost for product development.

Pharmacy Management

Managed Care and Other Revenue

        Managed care and other revenue related to Pharmacy Management decreased by 13.811.4 percent or $7.9$6.3 million from the Prior Year Quarter to the Current Year Quarter. This decrease is primarily due to terminated contracts of $21.2$18.1 million and other net unfavorable variancesdecreases of $0.9 million. These decreases were$0.3 million, partially offset by revenue of $11.4$12.1 million for CDMI which was acquired on April 30, 2014 and an increase in government pharmacy revenue of $2.8 million.2014.

PBM/Distribution Revenue

        PBM and Distribution revenue related to Pharmacy Management increased by 133.185.3 percent or $137.7$119.2 million from the Prior Year Quarter to the Current Year Quarter. This increase is primarily due to new contracts implemented after (or during) the Prior Year Quarter of $90.8$104.1 million revenue of $89.5 million for Partners Rx which was acquired on October 1, 2013,and an increase in pharmacy employer revenue of $3.6 million and other net increases of $0.8$26.4 million. These increases were partially offset by terminated contracts of $40.8 million and net decreased dispensing activity from existing customers of $6.2$8.3 million and other net unfavorable variances of $3.0 million.

Cost of Care

        Cost of care decreased by $15.3$16.4 million from the Prior Year Quarter to the Current Year Quarter due to a terminated contract.

Cost of Goods Sold

        Cost of goods sold increased by 129.090.2 percent or $125.7$115.5 million from the Prior Year Quarter to the Current Year Quarter. This increase is primarily due to new contracts implemented after the Prior Year Quarter of $88.2$101.6 million cost of goods sold for Partners Rx of $79.9 million and an increase in pharmacy employer of $3.5$23.9 million. These increases were partially offset by terminated contracts of $38.3 million, decreased dispensing activity from existing customers of $7.4 million and other net decreasesunfavorable variances of $0.2$2.6 million. As a percentage of the portion of net revenue that relates to PBM and dispensing activity, cost of goods sold decreasedincreased from 94.291.7 percent in the Prior Year Quarter to 92.594.1 percent the Current Year Quarter, mainly due to business mix.

Direct Service Costs

        Direct service costs increased by 41.178.8 percent or $13.3$28.0 million from the Prior Year Quarter to the Current Year Quarter. This increase mainly relates to increased stock compensation expense of $8.6 million, and changes in the Partners Rx andfair value of contingent consideration related to the CDMI acquisitions,acquisition of $14.9 million, in addition to implementation costs and ongoing costs to support new business. As a percentage of revenue, direct service costs decreasedincreased from 20.118.2 percent in the Prior Year Quarter to 15.720.6 percent in the Current Year Quarter, mainly due to business mix.the CDMI acquisition expenses previously discussed.


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Corporate and OtherElimination

Other Operating Expenses

        Other operating        Net expenses related to the Corporate, and Other segment decreasedwhich includes eliminations, increased by 15.32.4 percent or $5.5$0.7 million, from the Prior Year Quarterprimarily due to the Current Year Quarter. The decrease relates primarily to discretionary benefits of $2.0 million, legal fees of $1.6 million, severance cost of $1.2 million and other net favorable variances of $0.7 million.an increase in stock compensation expense. As a percentage of total net revenue, other operatingnet expenses decreased from 4.1of 3.2 percent forwere consistent with the Prior Year Quarter to 3.3 percent for the Current Year Quarter mainly due to business mix.Quarter.

Depreciation and Amortization

        Depreciation and amortization expense increased by 35.716.2 percent or $6.3$3.3 million from the Prior Year Quarter to the Current Year Quarter, primarily due to asset additions after the Prior Year Quarter and acquisition activity.

Interest Expense

        Interest expense increased by $2.1$0.8 million from the Prior Year Quarter to the Current Year Quarter, mainly due to interest recorded related toborrowings under the contingent consideration liabilities related to2014 Credit Facility after the CDMI and Cobalt acquisitions.Prior Year Quarter.

Interest Income

        Interest income was consistent with the Prior Year Quarter.

Income Taxes

        The Company's effective income tax rates were (29.2)51.2 percent and (15.7)36.5 percent for the Prior Year Quarter and Current Year Quarter, respectively. The effective income tax rate for the Current Year Quarter differs from the Prior Year Quarter mainly due to the non-deductible ACA fees, lower reversalsinclusion of valuation allowances in the Prior Year Quarter on certain deferred assets, and the reversal of tax contingencies in the Current Year Quarter from the closurefavorable settlement of statutes of limitation, and increased valuations allowances in the Current Year Quarter for certain deferred tax assets.

        The statutes of limitation regarding the assessment of federal and certain state and local income taxes for 2010 closed during the Current Year Quarter. As a result, $18.7 million of unrecognized tax benefits (excluding interest costs) recorded as of December 31, 2013 were reversed in the Current Year Quarter, of which $15.6 million is reflected as a discrete reduction to income tax expense, $2.6 million as an increase to additional paid-in capital, and the remainder as a decrease to deferred tax assets. Additionally, $1.3 million of accrued interest was reversed in the Current Year Quarter and reflected as a reduction to income tax expense due to the closing of statutes of limitation on tax assessments.

        The statutes of limitation regarding the assessment of federal and certain state and local income taxes for 2009 closed during the Prior Year Quarter. As a result, $27.2 million of unrecognized tax benefits recorded as of December 31, 2012 were reversed in the Prior Year Quarter, of which $22.7 million was reflected as a discrete reduction to income tax expense, $3.9 million as an increase to additional paid-in capital, and the remainder as a decrease to deferred tax assets. Additionally, $2.1 million of accrued interest was reversed in the Prior Year Quarter and reflected as a reduction to income tax expense due to the closing of statutes of limitation on tax assessments.


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Nine months ended September 30, 2014 ("Current Year Period"), compared to the nine months ended September 30, 2013 ("Prior Year Period")

Commercial

Net Revenue

        Net revenue related to Commercial decreased by 8.1 percent or $46.9 million from the Prior Year Period to the Current Year Period. The decrease in revenue is mainly due to terminated contracts of $124.4 million, decreased membership from existing customers of $20.0 million and customer settlements in the Prior Year Period of $6.7 million. These decreases were partially offset by favorable rate changes of $55.8 million, new contracts implemented after (or during) the Prior Year Period of $13.5 million, favorable prior period rate, membership and other adjustments of $2.4 million in the Current Year Period and other net favorable increases of $32.5 million (mainly related to higher care associated with a cost-plus contract).

Cost of Care

        Cost of care decreased by 15.6 percent or $55.2 million from the Prior Year Period to the Current Year Period. The decrease in cost of care is primarily due to terminated contracts of $88.4 million, decreased membership from existing customers of $12.9 million, favorable prior period medical claims development recorded in the Current Year Period of $2.5 million and customer settlements in the Current Year Period of $2.4 million. These decreases were partially offset by unfavorable care trends and other net variances of $44.7 million, favorable prior period medical claims development recorded in the Prior Year Period of $4.5 million and new contracts implemented after (or during) the Prior Year Period of $1.8 million. Cost of care decreased as a percentage of risk revenue (excluding EAP business) from 79.4 percent in the Prior Year Period to 72.7 percent in the Current Year Period, mainly due to business mix.

Direct Service Costs

        Direct service costs decreased by 7.3 percent or $9.5 million from the Prior Year Period to the Current Year Period mainly due to terminated contracts, as well as the inclusion in the Prior Year Period of severance and restructuring costs of $5.0 million. Direct service costs increased as a percentage of revenue from 22.5 percent for the Prior Year Period to 22.7 percent in the Current Year Period mainly due to business mix.

Public Sector

Net Revenue

        Net revenue related to Public Sector decreased by 4.7 percent or $60.2 million from the Prior Year Period to the Current Year Period. This decrease is primarily due to terminated contracts of $412.1 million, which decrease was partially offset by new contracts implemented after (or during) the Prior Year Period of $209.7 million, increased membership from existing customers of $88.4 million, revenue recorded for ACA fees of $22.9 million, favorable rate changes of $21.6 million, performance incentive revenue of $2.1 million and other net favorable variances of $7.2 million.

Cost of Care

        Cost of care decreased by 5.6 percent or $60.9 million from the Prior Year Period to the Current Year Period. This decrease is primarily due to terminated contracts of $367.0 million and favorable prior period medical claims development recorded in the Current Year Period of $2.0 million. These decreases were partially offset by new contracts implemented after (or during) the Prior Year Period of $168.2 million, increased membership from existing customers of $90.2 million, care associated with


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rate changes for contracts with minimum care requirements of $19.5 million, favorable prior period medical claims development recorded in the Prior Year Period of $18.0 million and unfavorable care trends and other net variances of $12.2 million. Cost of care increased as a percentage of risk revenue from 88.2 percent in the Prior Year Period to 88.8 percent in the Current Year Period mainly due to business mix.

Direct Service Costs

        Direct service costs increased by 62.8 percent or $51.7 million from the Prior Year Period to the Current Year Period, mainly due to the accrual for ACA fees of $16.1 million in the Current Year Period and costs to support new business and development costs for the Magellan Complete Care product. Direct service costs increased as a percentage of revenue from 6.5 percent for the Prior Year Period to 11.1 percent in the Current Year Period mainly due to ACA fees, run out administrative cost on terminated contracts, costs to support new business and development costs for the Magellan Complete Care product.

Specialty Solutions

Net Revenue

        Net revenue related to Specialty Solutions increased by 24.7 percent or $68.5 million from the Prior Year Period to the Current Year Period. This increase is primarily due to new contracts implemented after (or during) the Prior Year Period of $88.3 million, increase in membership from existing customers of $3.0 million, the revenue impact of favorable prior period medical claims development recorded in the Prior Year Period of $2.0 million and other net favorable variances of $3.6 million. These increases were partially offset by unfavorable rate changes of $23.9 million and terminated contracts of $4.5 million.

Cost of Care

        Cost of care increased by 37.3 percent or $68.0 million from the Prior Year Period to the Current Year Period. This increase is primarily attributed to new contracts of $61.4 million, favorable prior period medical claims development recorded in the Prior Year Period of $5.5 million, increased membership from existing customers of $3.4 million and other net unfavorable variances of $4.2 million. These increases were partially offset by terminated contracts of $3.6 million and favorable prior period medical claims development recorded in the Current Year Period of $2.9 million. Cost of care increased as a percentage of risk revenue from 73.7 percent in the Prior Year Period to 80.5 percent in the Current Year Period mainly due to unfavorable rate changes and care trends.

Direct Service Costs

        Direct service costs increased by 23.4 percent or $9.7 million from the Prior Year Period to the Current Year Period, mainly due to new business. As a percentage of revenue, direct service costs decreased from 14.9 percent for the Prior Year Period to 14.7 percent in the Current Year Period mainly due to business mix.

Pharmacy Management

Managed Care and Other Revenue

        Managed care and other revenue related to Pharmacy Management decreased by 9.9 percent or $16.5 million from the Prior Year Period to the Current Year Period. This decrease is primarily due to terminated contracts of $42.3 million and decreased rebate revenue due to change in terms of $4.6 million. These decreases were partially offset by revenue of $18.2 million for CDMI which was


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acquired on April 30, 2014, new contracts implemented after the Prior Year Period of $7.5 million, increased Medical Pharmacy revenue of $1.8 million, increased Government Pharmacy revenue of $1.6 million and other net favorable variances of $1.3 million.

PBM/Distribution Revenue

        PBM and Distribution revenue related to Pharmacy Management increased by 97.6 percent or $291.4 million from the Prior Year Period to the Current Year Period. This increase is primarily due to revenue of $245.3 million for Partners Rx which was acquired on October 1, 2013, new contracts of $149.4 million, an increase in pharmacy employer revenue of $13.9 million and other net increases of $0.7 million. These increases were partially offset by terminated distribution contracts of $113.3 million and net decreased dispensing activity from existing customers of $4.6 million.

Cost of Care

        Cost of care decreased by 62.4 percent or $27.0 million from the Prior Year Period to the Current Year Period. This decrease is primarily due to a terminated contract of $27.0 million. Cost of care increased as a percentage of risk revenue from 89.3 percent in the Prior Year Period to 90.2 percent in the Current Year Period mainly due to favorable care trends.

Cost of Goods Sold

        Cost of goods sold increased by 94.7 percent or $266.2 million from the Prior Year Period to the Current Year Period. This increase is primarily due to cost of goods sold for Partners Rx of $220.4 million, new contracts implemented after (or during) the Prior Year Period of $145.5 million and pharmacy employer of $13.3 million. These increases were partially offset by terminated contracts of $105.6 million and decreased dispensing activity from existing customers of $7.4 million. As a percentage of the portion of net revenue that relates to PBM and dispensing activity, cost of goods sold decreased from 94.1 percent in the Prior Year Period to 92.8 percent in the Current Year Period, mainly due to business mix.

Direct Service Costs

        Direct service costs increased by 31.6 percent or $29.5 million from the Prior Year Period to the Current Year Period. This increase mainly relates to the Partners Rx acquisition, as well as implementation costs and ongoing costs to support new business. As a percentage of revenue, direct service costs decreased from 20.1 percent in the Prior Year Period to 16.6 percent in the Current Year Period, mainly due to business mix.

Corporate and Other

Other Operating Expenses

        Other operating expenses related to the Corporate and Other segment decreased by 1.7 percent or $1.6 million from the Prior Year Period to the Current Year Period. The decrease relates primarily to discretionary benefits of $1.3 million and other net favorable one time items in the Current Year Period of $0.3 million. As a percentage of total net revenue, other operating expenses decreased from 3.7 percent for the Prior Year Period to 3.3 percent for the Current Year Period, mainly due to business mix.

Depreciation and Amortization

        Depreciation and amortization expense increased by 31.3 percent or $15.9 million from the Prior Year Period to the Current Year Period, primarily due to asset additions after the Prior Year Period and acquisition activity.


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Interest Expense

        Interest expense increased by $3.5 million from the Prior Year Period to the Current Year Period, mainly due to interest recorded related to the contingent consideration liabilities related to the CDMI and Cobalt acquisitions.

Interest Income

        Interest income was consistent with Prior Year Period.

Income Taxes

        The Company's effective income tax rates were 22.0 percent and 34.3 percent for the Prior Year Period and Current Year Period, respectively. The effective income tax rate for the Current Year Period differs from the Prior Year Period mainly due to the non-deductible ACA fees, lower reversals of tax contingencies in the Current Year Period from the closure of statutes of limitation, and increased valuation allowances in the Current Year Period for certain deferred tax assets.

        The statutes of limitation regarding the assessment of federal and certain state and local income taxes for 2010 closed during the Current Year Period. As a result, $18.7 million of unrecognized tax benefits (excluding interest costs) recorded as of December 31, 2013 were reversed in the Current Year Period, of which $15.6 million is reflected as a discrete reduction to income tax expense, $2.6 million as an increase to additional paid-in capital, and the remainder as a decrease to deferred tax assets. Additionally, $1.3 million of accrued interest was reversed in the Current Year Period and reflected as a reduction to income tax expense due to the closing of statutes of limitation on tax assessments.

        The statutes of limitation regarding the assessment of federal and certain state and local income taxes for 2009 closed during the Prior Year Period. As a result, $27.2 million of unrecognized tax benefits recorded as of December 31, 2012 were reversed in the Prior Year Period, of which $22.7 million was reflected as a discrete reduction to income tax expense, $3.9 million as an increase to additional paid-in capital, and the remainder as a decrease to deferred tax assets. Additionally, $2.1 million of accrued interest was reversed in the Prior Year Period and reflected as a reduction to income tax expense due to the closing of statutes of limitation on tax assessments.examinations.

Outlook—Results of Operations

        The Company's Segment Profit and net income are subject to significant fluctuations from period to period. These fluctuations may result from a variety of factors such as those set forth under Item 1A—2—"Risk Factors"Forward-Looking Statements" as well as a variety of other factors including: (i) changes in utilization levels by enrolled members of the Company's risk-based contracts, including seasonal utilization patterns; (ii) contractual adjustments and settlements; (iii) retrospective membership adjustments; (iv) timing of implementation of new contracts, enrollment changes and contract terminations; (v) pricing adjustments upon contract renewals (and price competition in general); (vi) the timing of acquisitions; and (vii) changes in estimates regarding medical costs and IBNR.

        A portion of the Company's business is subject to rising care costs due to an increase in the number and frequency of covered members seeking behavioral healthcare or radiology services, and higher costs per inpatient day or outpatient visit for behavioral services, and higher costs per scan for radiology services. Many of these factors are beyond the Company's control. Future results of operations will be heavily dependent on management's ability to obtain customer rate increases that are consistent with care cost increases and/or to reduce operating expenses.

        In relation to the managed behavioral healthcare business, the Company is a market leader in a mature market with many viable competitors. The Company is continuing its attempts to grow its business in the managed behavioral healthcare industry through aggressive marketing and development


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of new products; however, due to the maturity of the market, the Company believes that the ability to grow its current business lines may be limited. In addition, as previously discussed, substantially all of the Company's Commercial segment revenues are derived from Blue Cross Blue Shield health plans and other managed care companies, health insurers and health plans. In the past, certain of the


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managed care customers of the Company have decided not to renew all or part of their contracts with the Company, and to instead manage the behavioral healthcare services directly for their subscribers.

        Care Trends.    The Company expects that same-store normalized cost of care trend for the 12-month12 month forward outlook to be 6 to 8 percent for Commercial, 0 to 2 percent for Public Sector and 3 to 5 percent for Specialty Solutions.

        Interest Rate Risk.    Changes in interest rates affect interest income earned on the Company's cash equivalents and investments, as well as interest expense on variable interest rate borrowings under the Company's 2014 Credit Facility. Based on the amount of cash equivalents and investments and the borrowing levels under the 2014 Credit Facility as of September 30, 2014,March 31, 2015, a hypothetical 10 percent increase or decrease in the interest rate associated with these instruments, with all other variables held constant, would not materially affect the Company's future earnings and cash outflows.

Historical—Liquidity and Capital Resources

        Operating Activities.    The Company reported net cash provided by operating activities of $171.3$82.8 million and $194.2$44.2 million for the Prior Year PeriodQuarter and Current Year Period,Quarter, respectively. The $22.9$38.6 million increasedecrease in operating cash flows from the Prior Year PeriodQuarter to the Current Year PeriodQuarter is attributable to net favorable working capital changes between periods and lower tax payments, partially offset by the decrease in Segment Profit between periods and the impact of the net shift of restricted funds between cash and investments that results in an operating cash flow change that is directly offset by an investing cash flow change.

        Thechange, the decrease in Segment Profit between periods, net favorable impact ofunfavorable working capital changes between periods totaled $37.5 million. Operating cash flows for the Prior Year Period were impacted by net unfavorable working capital changes of $10.8 million, which were largely attributable to management incentive payments and a netan increase in restricted cash requirements associated with the Company's regulated entities, partially offset by accruals associated with the management incentive plan. For the Current Year Period, operating cash flows were impacted by net favorable working capital changes of $26.7 million, largely attributable to a net decrease in restricted cash requirements associated with the Company's regulated entities and accruals associated with the management incentive plan, partially offset by the payment of ACA fees and management incentive payments. Taxtax payments for the Current Year Period totaled $45.0 million, which represents a decrease of $10.0 million from the Prior Year Period.between periods.

        Segment Profit for the Current Year Period decreased $19.8 million from the Prior Year Period.        Restricted cash of $33.6$28.2 million and $28.8$13.4 million for the Prior Year PeriodQuarter and Current Year Period,Quarter, respectively, were shifted to restricted investments that increased operating cash flows. The net impact of the shift in restricted funds between periods is a decrease in operating cash flows of $4.8$14.8 million. Segment Profit for the Current Year Quarter decreased $11.6 million from the Prior Year Quarter. Operating cash flows for the Prior Year Quarter and Current Year Quarter were impacted by net unfavorable working capital changes of $18.0 million and $27.3 million, respectively, largely attributable to discretionary bonus payments. Tax payments for the Prior Year Quarter and Current Year Quarter totaled $3.9 million and $6.8 million, respectively.

        During the Current Year Period,Quarter, the Company's restricted cash decreased $71.5$9.7 million. The change inis restricted cash is attributable to decreases in restricted cash of $42.2 million associated with the Company's regulated entities, the net shift of restricted cash of $28.8$13.4 million to restricted investments and other net decreases of $0.5 million.$0.2 million, partially offset by the net increase in restricted cash of $3.9 million associated with the Company's regulated entities. The net change in restricted cash for the Company's regulated entities is attributable to a net decreaseincrease in restricted cash requirements of $52.9$18.0 million that resulted in an operating cash flow source,use, partially offset by a net increasedecrease in restricted cash of $10.7$14.1 million that is offset by changes in other assets and liabilities, primarily accounts receivable, accrued liabilities, medical claims payable and other medical liabilities, thus having no impact on operating cash flows.


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        Investing Activities.    The Company utilized $42.1$11.1 million and $50.6$21.4 million during the Prior Year PeriodQuarter and Current Year Period,Quarter, respectively, for capital expenditures. The additions related to hard assets (equipment, furniture, leaseholds) and capitalized software for the Prior Year PeriodQuarter were $12.1$2.0 million and $30.0$9.1 million, respectively, as compared to additions for the Current Year PeriodQuarter related to hard assets and capitalized software of $16.7$9.6 million and $33.9$11.8 million, respectively. The Company acquired property and equipment of $29.3 million and $0.2 million under capital leases in the Prior Year Period and Current Year Period, respectively. During the Prior Year PeriodQuarter and Current Year Quarter the Company used net cash of $2.2$2.1 million and $36.4 million for the net purchase of "available-for-sale" securities, with the Company receiving net cash of $3.2 million during the Current Year Period from the net maturity of "available-for-sale" securities. In addition, during the PriorCurrent Year PeriodQuarter the Company executed a note receivable inused net cash of $13.6 million for the amountacquisition of $5.9 million and purchased preferred stock of $2.0 million from AlphaCare. During the Current Year Period, the Company acquired CDMI and Cobalt for $125.0 million and $7.9 million, respectively, and received a working capital settlement of $0.7 million related to Partners Rx.HSM.

        Financing Activities.    During the Prior Year Period,Quarter, the Company paid $49.5$17.0 million for the repurchase of treasury stock under the Company's share repurchase program and $2.3had other net


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unfavorable items of $1.7 million. In addition, the Company received $7.2 million from the exercise of stock options.

        During the Current Year Quarter, the Company paid $32.1 million for the repurchase of treasury stock under the Company's share repurchase program, $3.1 million on debt obligations and $0.6 million on capital lease obligations. In addition, the Company received $24.6$36.9 million from the exercise of stock options and had other net favorable items of $0.5$2.1 million.

     ��  During the Current Year Period, the Company received $250.0 million from the issuance of debt and $41.7 million from the exercise of stock and had other net favorable items of $0.6 million. In addition, the Company paid $139.3 million for the repurchase of treasury stock under the Company's share repurchase program and $2.6 million on capital lease obligations.

Outlook—Liquidity and Capital Resources

        Liquidity.    During the remainder of 2014,2015, the Company expects to fund its estimated capital expenditures of $5.4$42.6 million to $15.4$52.6 million with cash from operations. The Company does not anticipate that it will need to draw on additional amounts available under the 2014 Credit Facility for cash flow needs related to its operations, capital needs or debt service in 2014.2015. The Company also currently expects to have adequate liquidity to satisfy its existing financial commitments over the periods in which they will become due. The Company may draw on the 2014 Credit Facility to fund a portion of cash required for its acquisition activities. The Company plans to maintain its current investment strategy of investing in a diversified, high quality, liquid portfolio of investments and continues to closely monitor the situation in the financial markets. The Company estimates that it has no risk of any material permanent loss on its investment portfolio; however, there can be no assurance that the Company will not experience any such losses in the future.

        Stock Repurchases.    On October 25, 201122, 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 25, 2013. On July 24, 201322, 2016. For See Note D—"Commitments and Contingencies" for more information on the Company's board of directors approved an increase and extension of the stockshare repurchase plan which authorizes the Company to purchase up to $300 million of its outstanding stock through October 25, 2015.program.

        Stock repurchases under the program may be made from time to time in open market transactions (including blocks) or in privately negotiated transactions. The timing of repurchases and the actual amount purchased will depend on a variety of factors including the market price of the Company's shares, general market and economic conditions, and other corporate considerations. Repurchases may be made pursuant to plans intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, which could allow the Company to purchase its shares during periods when it otherwise might be prevented from doing so under insider trading laws or because of self-imposed trading blackout periods. Repurchases are expected to be funded from working capital and anticipated cash from operations. The repurchase authorization does not require the purchase of a specific number of shares


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and is subject to suspension or termination by the Company's board of directors at any time. 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 - September 30, 2014

  2,453,224  57.97  142.2 
         

  4,744,123    $258.1 
         
         

        During the period from October 1, 2014 through October 21, 2014, the Company made additional open market purchases of 358,128 shares of the Company's common stock at an aggregate cost of $19.6 million (excluding broker commissions).

        Off-Balance Sheet Arrangements.    As of September 30, 2014,March 31, 2015, the Company has no material off-balance sheet arrangements.

        2014 Credit Facility.    On July 23, 2014, the Company entered into a $500.0 million Credit Agreement with various lenders that provides for Magellan Rx Management, Inc. (a wholly owned subsidiary of Magellan Health, Inc.) to borrow up to $250.0 million of revolving loans, with a sublimit of up to $70.0 million for the issuance of letters of credit for the account of the Company, and a term loan in an original aggregate principal amount of $250.0 million (the "2014 Credit Facility"). At such point, the 2011 Credit Facility was terminated.million. The 2014 Credit Facility is guaranteed by substantially all of the non-regulated subsidiaries of the Company and will mature on July 23, 2019, but the Company holds an option to extend the 2014 Credit Facility for an additional one year period.

        Under the 2014 Credit Facility, the annual interest rate on revolving and term loan borrowings is equal to (i) in the case of base rate loans, the sum of a borrowing margin of 0.50 percent plus the higher of the prime rate, one-half of one percent in excess of the overnight "federal funds" rate, or the Eurodollar rate See Note A—"General" for one month plus 1.00 percent, or (ii) in the case of Eurodollar rate loans, the sum of a borrowing margin of 1.50 percent plus the Eurodollar rate for the selected interest period, which rates shall be adjusted from time to time based on the Company's total leverage ratio. The Company has the option to borrow in base rate loans or Eurodollar rate loans at its discretion. Letters of credit issued bear interest at the rate of 1.625 percent. The commitment commissionmore information on the 2014 Credit Facility is 0.20 percent of the unused Revolving Loan Commitment, which rate shall be adjusted from time to time based on the Company's total leverage ratio.

        On September 30, 2014, the Company completed a draw-down of the $250.0 million term loan. The borrowings will initially be maintained as a Eurodollar loan. The term loan is subject to certain quarterly amortization payments. As of September 30, 2014, the term loan bore interest at a rate of 1.50 percent plus the London Interbank Offered Rate ("LIBOR"). As of September 30, 2014, the one-month interest rate was 1.654 percent.Facility.

        Restrictive Covenants in Debt Agreements.The 2014 Credit Facility contains covenants that potentially limit management's discretion in operating the Company's business by, in certain circumstances, restricting or limiting the Company's ability, among other things, to:


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        These restrictions could adversely affect the Company's ability to finance future operations or capital needs or engage in other business activities that may be in the Company's interest.

        The 2014 Credit Facility also requires the Company to comply with specified financial ratios and tests. Failure to do so, unless waived by the lenders under the 2014 Credit Facility pursuant to its terms, would result in an event of default under the 2014 Credit Facility.

        Net Operating Loss Carryforwards.    The Company has $3.6 million of federal net operating loss carryforwards ("NOLs") available to reduce federal taxable income in 2014 and subsequent years. These NOLs will expire in 2017 through 2019 if not used and are subject to examination and adjustment by the Internal Revenue Service. Utilization of these NOLs is also subject to certain timing limitations, although the Company does not believe these limitations will restrict its ability to use any federal NOLs before they expire. The Company also has $155.7 million of state NOLs available to reduce state taxable income at certain subsidiaries in 2014 and subsequent years. Most of these NOLs will expire in 2017 through 2023 if not used and are subject to examination and adjustment by the respective state tax authorities.

        Deferred tax assets as of December 31, 2013 and September 30, 2014 are shown net of valuation allowances of $3.1 million and $5.7 million, respectively. These valuation allowances mostly relate to uncertainties regarding the eventual realization of certain NOLs. Determination of the amount of deferred tax assets considered realizable requires significant judgment and estimation regarding the forecasts of future taxable income which are consistent with the plans and estimates the Company uses to manage the underlying businesses. Future changes in the estimated realizable portion of deferred tax assets could materially affect the Company's financial condition and results of operations.

        Recent Accounting Pronouncements.    In July 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2011-06, "Other Expenses (Topic 720): Fees Paid to the Federal Government by Health Insurers (a consensus of the FASB Emerging Issues Task Force)" ("ASU 2011-06"), which addresses how fees mandated by the Patient Protection and the Affordable Care Act ("ACA"), as amended by the Health Care and Education Reconciliation Act of 2010 (collectively, the "Health Reform Law"), should be recognized and classified in the income statements of health insurers. The Health Reform Law imposes a mandatory annual fee on health insurers for each calendar year beginning on or after January 1, 2014. ASU 2011-06 stipulates that the liability incurred for that fee be amortized to expense over the calendar year in which it is payable. This ASU is effective for calendar years beginning after December 31, 2013, when the fee initially becomes effective. The Company is currently pursuing rate adjustments to cover the direct costs of these fees and the impact from non-deductibility of such fees for federal and state income tax purposes. To the extent the Company has a state public sector customer that does not renew, there may be some impact due to taxes paid where the timing and amount of recoupment of these additional costs is uncertain. In the event the Company is unable to obtain rate adjustments to cover the financial impact of the annual fee, the fee may have a material impact on the Company. As of September 30, 2014, the Company has obtained signed commitments from six of its customers to recover the economic impact of the ACA fees. For 2014, the projected ACA fee is currently estimated to be $21.4 million and is included in accrued liabilities in the consolidated balance sheets. Of this amount $5.4 million and


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$16.1 million was expensed in the three and nine months ended September 30, 2014, respectively, which is included in direct service costs and other operating expenses in the consolidated statements of income. The Company has recorded revenues of $8.8 million and $22.9 million in the three and nine months ended September 30, 2014, respectively, associated with the accrual for the reimbursement of the economic impact of the ACA fees from its customers.

        In July 2013, the FASB issued ASU No. 2013-11, "Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Carryforward Exists" ("ASU 2013-11"). ASU 2013-11 provides guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. An unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward with certain exceptions, in which case such an unrecognized tax benefit should be presented in the financial statements as a liability. The amendments in this ASU do not require new recurring disclosures. The amendments in this ASU are effective for reporting periods beginning after December 15, 2013 and were adopted by the Company during the quarter ended March 31, 2014. The effect of the guidance is immaterial to the Company's consolidated results of operations, financial position, and cash flows.

        In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09), which is a new comprehensive revenue recognition standard that will supersede virtually all existing revenue guidance under GAAP. This ASU is effective for calendar years beginning after December 15, 2016. The Company is currently assessing the potential impact this ASU will have on the Company's consolidated results of operations, financial position, and cash flows.

        In June 2014, the FASB issued ASU No. 2014-12, "Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved After the Requisite Service Period" ("ASU 2014-12), which revises the accounting treatment for stock compensation tied to performance targets. This ASU is effective for calendar years beginning after December 15, 2015. The guidance is not expected to materially impact the Company's consolidated results of operations, financial position, or cash flows.

Item 3.    Quantitative and Qualitative Disclosures about Market Risk.

        Changes in interest rates affect interest income earned on the Company's cash equivalents and investments, as well as interest expense on variable interest rate borrowings under the Company's 2014 Credit Facility. Based on the amount of cash equivalents and investments and the borrowing levels under the 2014 Credit Facility as of September 30, 2014,March 31, 2015, a hypothetical 10 percent increase or decrease in the interest rate associated with these instruments, with all other variables held constant, would not materially affect the Company's future earnings and cash outflows.

Item 4.    Controls and Procedures.


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PART II—OTHER INFORMATION

Item 1.    Legal Proceedings.

        The Company's operating activities entail significant risks of liability. From time to time, the Company is subject to various actions and claims arising from the acts or omissions of its employees, network providers or other parties. In the normal course of business, the Company receives reports relating to deaths and other serious incidents involving patients whose care is being managed by the Company. Such incidents occasionally give rise to malpractice, professional negligence and other related actions and claims against the Company or its network providers. Many of these actions and claims received by the Company seek substantial damages and therefore require the Company to incur significant fees and costs related to their defense.

        The Company is also subject to or party to certain class actions and other litigation and claims relating to its operations or business practices. In the opinion of management, the Company has recorded reserves that are adequate to cover litigation, claims or assessments that have been or may be asserted against the Company, and for which the outcome is probable and reasonably estimable. Management believes that the resolution of such litigation and claims will not have a material adverse effect on the Company's financial condition or results of operations; however, there can be no assurance in this regard.

Item 1A.    Risk Factors.

        There has been no material change in our risk factors as disclosed in Part I—Item 1A—"Risk Factors" of the Company's Annual Report on Form 10-K for the year ended December 31, 20132014 which was filed with the SEC on March 3, 2014.February 26, 2015.

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

        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 authorizesauthorized the Company to purchase up to $300 million of its outstanding stock through October 25, 2015.

        Stock repurchases under the program may be purchased from time to time in open market transactions (including blocks) or in privately negotiated transactions. The timing of repurchases and the actual amount purchased will depend on a variety of factors including the market price of the Company's shares, general market and economic conditions, and other corporate considerations. Repurchases may be made pursuant to plans intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, which could allow the Company to purchase its shares during periods when it otherwise might be prevented from doing so under insider trading laws or because of self-imposed trading blackout periods. Repurchases are expected to be funded from working capital and anticipated cash from operations. The repurchase authorization does not require the purchase of a specific number of shares and is subject to suspension or termination by the Company's board of directors at any time.


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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
  Total Number
of Shares
Purchased
 Average
Price Paid
per Share
 Aggregate
Cost
 

November 11, 2011 - December 31, 2011

 671,776 $48.72 $32.7  671,776 $48.72 $32.7 

January 1, 2012 - December 31, 2012

 459,252 50.27 23.1  459,252 50.27 23.1 

January 1, 2013 - December 31, 2013

 1,159,871 51.83 60.1  1,159,871 51.83 60.1 

January 1, 2014 - September 30, 2014

 2,453,224 57.97 142.2 
       

January 1, 2014 - November 21, 2014

 3,183,306 57.82 184.1 

 4,744,123   $258.1 
        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


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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 

January 1, 2015 - March 31, 2015

  509,935  62.14  31.7 

  742,105    $45.8 

        Following is a summary of stock repurchases made during the three months ended September 30, 2014:March 31, 2015 (approximate dollar value of shares that may be purchased under the plan is reflected in millions):

Period
 Total Number
of Shares
Purchased
 Average
Price Paid
per Share(2)
 Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
 Approximate Dollar Value of
Shares that May Yet Be
Purchased Under the Plan
(in thousands)(1)(2)
  Total Number
of Shares
Purchased
 Average
Price Paid
per Share(2)
 Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
 Approximate Dollar
Value of Shares
that May Yet Be
Purchased Under
the Plan(1)(2)
 

July 1 - 31, 2014

 358,009 $61.46 358,009 $94,750 

August 1 - 31, 2014

 467,599 55.46 467,599 68,818 

September 1 - 30, 2014

 490,579 54.97 490,579 41,851 
         

January 1 - 31, 2015

 215,871 $59.94 215,871 $173.1 

February 1 - 28, 2015

 162,157 61.34 162,157 163.1 

March 1 - 31, 2015

 131,907 66.71 131,907 154.3 

 1,316,187   1,316,187   
          509,935   509,935   
         

(1)
Excludes amounts that could be used to repurchase shares acquired under the Company's equity incentive plans to satisfy withholding tax obligations of employees and non-employee directors upon the vesting of restricted stock units.

(2)
Excludes broker commissions.

        During the period from OctoberApril 1, 20142015 through October 21, 2014,April 27, 2015, the Company made additional open market purchases of 358,128101,547 shares of the Company's common stock at an aggregate cost of $19.6$7.2 million (excluding broker commissions).

Item 3.    Defaults Upon Senior Securities.

        None.

Item 4.    Mine Safety Disclosures.

        None.

Item 5.    Other Information.

        On October 22, 2014 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 22, 2016. Stock repurchases under the program may be made from time to time in open market transactions (including blocks) or in privately negotiated transactions. The timing of repurchases and the actual amount purchased will depend on a variety of factors including the market price of the Company's shares, general market and economic conditions, and other corporate considerations. Repurchases may be made pursuant to plans intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, which could allow the Company to purchase its shares during periods when it otherwise might be prevented from doing so under insider trading laws or because of self- imposed trading blackout periods. Repurchases are expected to be funded from working capital and anticipatedNone.


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cash from operations. The repurchase authorization does not require the purchase of a specific number of shares and is subject to suspension or termination by the Company's board of directors at any time.

Item 6.    Exhibits.

Exhibit No. Description
 31.110.1 Form of Stock Option Agreement, relating to options granted under the Company's 2011 Management Incentive Plan, which was filed as Exhibit 10.1 to the Company's current report on Form 8-K, which was filed on March 9, 2015 and is incorporated herin by reference.


10.2


Form of Notice of Stock Option Grant, relating to options granted under the Company's 2011 Management Incentive Plan, which was filed as Exhibit 10.2 to the Company's current report on Form 8-K, which was filed on March 9, 2015 and is incorporated herin by reference.


10.3


Form of Performance-Based Restricted Stock Unit Agreement, relating to performance-based restricted stock units granted under the Company's 2011 Management Incentive Plan, which was filed as Exhibit 10.3 to the Company's current report on Form 8-K, which was filed on March 9, 2015 and is incorporated herin by reference.


10.4


Form of Notice of Performance-Based Restricted Stock Unit Award, relating to performance-based restricted stock units granted under the Company's 2011 Management Incentive Plan, which was filed as Exhibit 10.4 to the Company's current report on Form 8-K, which was filed on March 9, 2015 and is incorporated herin by reference.


31.1


Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

31.2

 

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

32.1

 

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished).

 

32.2

 

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished).

 

101

 

The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014March 31, 2015 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows and (v) related notes.

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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.

Date: October 24, 2014April 30, 2015 MAGELLAN HEALTH, INC.
(Registrant)

 

 

By:

 

/s/ JONATHAN N. RUBIN

Jonathan N. Rubin
Executive Vice President and Chief Financial
Officer (Principal Financial Officer and
Duly Authorized Officer)