Footnotes to Press Release
(1) The Company’s core business excludes the contributions from Anthem, as well as Coventry and Catamaran, to which we refer together as the “Transitioning Clients.” Amounts attributable to each of the Transitioning Clients are based on management’s estimates regarding, among other items, cost allocation and may not be indicative of costs actually incurred as a result of servicing each of the Transitioning Clients. Both direct and indirect costs were allocated based on management’s best estimates of costs attributable to servicing each of the Transitioning Clients, and, where appropriate, are based on actual cost or adjusted claims attributable to each of the Transitioning Clients.
Consolidated revenues and Transitioning Clients revenues include intangible amortization related to the customer contract with Anthem of $55.4 million for each of the three months ended September 30, 2018 and 2017. Consolidated revenues and Transitioning Clients revenues include intangible amortization related to the customer contract with Anthem of $166.2 million for each of the nine months ended September 30, 2018 and 2017.
(2) Total adjusted network claims includes an adjustment to reflectnon-specialty network claims filled through our90-day programs. These claims are multiplied by three, as these claims, on average, typically cover a time period three times longer than other network claims. Home delivery claims are also multiplied by three, as home delivery claims typically cover a time period three times longer than unadjusted network claims.
(3) Includes home delivery and specialty claims including drugs distributed to other PBMs’ clients under limited distribution contracts with pharmaceutical manufacturers and Freedom Fertility claims.
(4) Amortization of intangible assets includes amounts in both revenues and selling, general and administrative expense.
Revenue amortization is related to the customer contract with Anthem, which commenced upon closing the NextRx acquisition in 2009. Amortization of intangibles that arises in connection with consideration given to a customer by a vendor is characterized as a reduction of revenues. Intangible amortization of $55.4 million ($42.3 million net of tax) and $55.4 million ($34.9 million net of tax) is included as a reduction to revenue for the three months ended September 30, 2018 and 2017, respectively. Intangible amortization of $166.2 million ($127.0 million net of tax) and $166.2 million ($105.0 million net of tax) is included as a reduction to revenue for the nine months ended September 30, 2018 and 2017, respectively.
Selling, general, and administrative expense includes the amortization of other intangible assets and computer software acquired through business combinations, of $349.3 million ($266.9 million net of tax) and $310.7 million ($196.4 million net of tax) for the three months ended September 30, 2018 and 2017, respectively. Selling, general, and administrative expense includes the amortization of other intangible assets and computer software acquired through business combinations, of $1,058.1 million ($808.4 million net of tax) and $926.4 million ($585.5 million net of tax) for the nine months ended September 30, 2018 and 2017, respectively.
(5) Transaction costs include those costs directly related to the acquisition of eviCore and the proposed transaction with Cigna. Costs of $26.0 million ($19.9 million net of tax) and $82.4 million ($63.0 million net of tax) are primarily composed of professional fees and other compensation costs, and are included in selling, general and administrative expense for the three and nine months ended September 30, 2018, respectively.
(6) Costs included in cost of revenues (gross profit), primarily comprised of professional fees, severance and other business activity charges in connection with the enterprise value initiative, are $7.2 million ($5.5 million net of tax) and $39.9 million ($30.5 million net of tax) for the three and nine months ended September 30, 2018, respectively, and $2.4 million for both the three and nine months ended September 30, 2017.
Costs included in selling, general and administrative, primarily comprised of professional fees, severance and other business activity charges in connection with the enterprise value initiative, are $21.0 million ($16.0 million net of tax) and $51.6 million ($39.4 million net of tax) for the three and nine months ended September 30, 2018, respectively, and $20.9 million for both the three and nine months ended September 30, 2017.
(7) Costs included in selling, general and administrative, related to certain charitable contributions made as a result of the tax savings received as part of the 2017 federal tax reform, are $30.0 million ($22.9 million net of tax) for the nine months ended September 30, 2018.
(8) Provision for income taxes includes discrete income tax benefits of $41.5 million and $25.8 million for the three months and nine months ended September 30, 2018, respectively, and includes discrete income tax charges of $5.8 million and $15.5 million for the three months and nine months ended September 30, 2017, respectively. The 2018 net discrete income tax benefits primarily relate to changes in our unrecognized tax benefits as a result of lapses of statutes of limitations. The 2017 discrete income tax charges primarily relate to additions in our unrecognized tax benefits on prior year tax positions and a revaluation of our deferred tax attributes due to changes in effective tax rates offset by a reduction in our unrecognized tax benefits due to settlement of prior year examinations and prior year claims.
(9) In December 2017, the Company sold UBC for approximately $150.0 million, which included both cash and a note receivable. The Company recorded a $1.8 million ($1.4 million net of tax) loss on disposal which is reported within interest expense and other for the nine months ended September 30, 2018. The loss on disposal has an immaterial impact to the adjusted diluted earnings per share reconciliation, see Table 4.
(10) Represents adjustment for the tax impact related tonon-GAAP items excluded from adjusted diluted EPS. See Table 5 and 5A for calculation of adjusted effective income tax rate.