Tivity Health (TVTY) 10-Q 9 Aug 16 2016 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2016	Jul. 31, 2016
Document and Entity Information [Abstract]
Entity Registrant Name	Healthways, Inc.
Entity Central Index Key	704,415
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		36,738,870
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q2
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2016

CONSOLIDATED BALANCE SHEETS (Un

CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 4,635	$ 233
Accounts receivable, net	48,547	50,608
Prepaid expenses	5,264	7,662
Other current assets	1,437	2,508
Income taxes receivable	407	257
Deferred tax asset	0	7,717
Current assets held for sale	52,282	65,802
Total current assets	112,572	134,787
Property and equipment:
Leasehold improvements	27,682	27,674
Computer equipment and related software	34,504	33,496
Furniture and office equipment	13,530	13,512
Capital projects in process	1,613	1,089
Property and equipment, gross	77,329	75,771
Less accumulated depreciation	(55,943)	(53,753)
Property and equipment, net	21,386	22,018
Other assets	7,222	13,141
Intangible assets, net	29,266	29,526
Goodwill, net	334,680	336,974
Long-term assets held for sale	0	176,478
Total assets	505,126	712,924
Current liabilities:
Accounts payable	11,291	21,184
Accrued salaries and benefits	11,138	7,240
Accrued liabilities	34,035	28,384
Deferred revenue	169	125
Contract billings in excess of earned revenue	415	101
Current portion of long-term debt	43,226	23,308
Current portion of long-term liabilities	7,248	6,204
Current liabilities held for sale	67,945	75,644
Total current liabilities	175,467	162,190
Long-term debt	182,393	208,289
Long-term deferred tax liability	24,112	23,617
Other long-term liabilities	26,818	38,238
Stockholders' equity:
Preferred stock $.001 par value, 5,000,000 shares authorized, none outstanding	0	0
Common stock $.001 par value, 120,000,000 shares authorized, 36,243,197 and 36,079,446 shares outstanding, respectively	36	36
Additional paid-in capital	306,741	302,488
Retained earnings (deficit)	(180,146)	9,659
Treasury stock, at cost, 2,254,953 shares in treasury	(28,182)	(28,182)
Accumulated other comprehensive loss	(3,436)	(4,087)
Total Healthways, Inc. stockholders' equity	95,013	279,914
Non-controlling interest	1,323	676
Total stockholders' equity	96,336	280,590
Total liabilities and stockholders' equity	$ 505,126	$ 712,924

CONSOLIDATED BALANCE SHEETS (U3

CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2016	Dec. 31, 2015
Stockholders' equity:
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	5,000,000	5,000,000
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	120,000,000	120,000,000
Common stock, shares outstanding (in shares)	36,243,197	36,079,446
Treasury stock (in shares)	2,254,953	2,254,953

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) [Abstract]
Revenues	$ 125,003	$ 113,425	$ 251,016	$ 225,074
Cost of services (exclusive of depreciation and amortization of $1,534, $1,407, $3,064 and $2,810, respectively, included below)	88,879	77,307	180,258	157,407
Selling, general and administrative expenses	10,107	12,375	19,519	20,093
Depreciation and amortization	1,877	1,867	3,749	3,729
Restructuring and related charges	2	0	41	0
Operating income	24,138	21,876	47,449	43,845
Interest expense	4,176	4,178	8,281	8,372
Income before income taxes	19,962	17,698	39,168	35,473
Income tax expense	0	6,942	0	14,037
Net income from continuing operations	19,962	10,756	39,168	21,436
Losses from discontinued operations, net of income tax expense (benefit)	(195,454)	(10,639)	(228,557)	(24,232)
Net (loss) income	(175,492)	117	(189,389)	(2,796)
Less: net income (loss) attributable to non-controlling interest	104	(303)	416	(303)
Net loss attributable to Healthways, Inc.	$ (175,596)	$ 420	$ (189,805)	$ (2,493)
Earnings (loss) per share attributable to Healthways, Inc.
Income (Loss) from Continuing Operations, Per Basic Share	$ 0.55	$ 0.30	$ 1.08	$ 0.60
Income (Loss) from Discontinued Operations and Disposal of Discontinued Operations, Net of Tax, Per Basic Share	(5.41)	(0.29)	(6.34)	(0.67)
Income (Loss) from Continuing Operations, Per Diluted Share	0.54	0.29	1.06	0.58
Income (Loss) from Discontinued Operations and Disposal of Discontinued Operations, Net of Tax, Per Diluted Share	$ (5.25)	$ (0.28)	$ (6.18)	$ (0.65)
Comprehensive (loss) income	$ (175,656)	$ 538	$ (188,507)	$ (4,052)
Comprehensive income (loss) attributable to non-controlling interest	236	(298)	647	(298)
Comprehensive (loss) income attributable to Healthways, Inc.	$ (175,892)	$ 836	$ (189,154)	$ (3,754)
Weighted average common shares and equivalents:
Basic (in shares)	36,172	35,734	36,140	35,664
Diluted (in shares)	37,227	36,881	37,043	37,002

CONSOLIDATED STATEMENTS OF COM5

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) [Abstract]
Cost of services, depreciation and amortization	$ 1,534	$ 1,407	$ 3,064	$ 2,810

CONSOLIDATED STATEMENT OF CHANG

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - 6 months ended Jun. 30, 2016 - USD ($) $ in Thousands	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Treasury Stock [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Noncontrolling Interest [Member]	Total
Balance at Dec. 31, 2015	$ 0	$ 36	$ 302,488	$ 9,659	$ (28,182)	$ (4,087)	$ 676	$ 280,590
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss attributable to Healthways, Inc.	0	0	0	(189,805)	0	0	0	(189,805)
Net income attributable to non-controlling interest	0	0	0	0	0	0	416	416
Net change in fair value of interest rate swaps, net of income tax benefit of $56	0	0	0	0	0	85	0	85
Foreign currency translation adjustment	0	0	0	0	0	566	231	797
Total other comprehensive income	0	0	0	0	0	651	231	882
Total comprehensive income (loss)	0	0	0	(189,805)	0	651	647	(188,507)
Exercise of stock options	0	0	30	0	0	0	0	30
Tax effect of stock options and restricted stock units	0	0	(1,292)	0	0	0	0	(1,292)
Share-based employee compensation expense	0	0	5,323	0	0	0	0	5,323
Issuance of CareFirst Warrants	0	0	192	0	0	0	0	192
Balance at Jun. 30, 2016	$ 0	$ 36	$ 306,741	$ (180,146)	$ (28,182)	$ (3,436)	$ 1,323	$ 96,336

CONSOLIDATED STATEMENTS OF COM7

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) $ in Thousands	6 Months Ended
	Jun. 30, 2016USD ($)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) [Abstract]
Net change in fair value of interest rate swaps, net of income tax benefit of $56	$ 56

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015
Cash flows from operating activities:
Net income from continuing operations	$ 19,962	$ 10,756	$ 39,168	$ 21,436
Losses from discontinued operations, net of income tax expense (benefit)	(195,454)	(10,639)	(228,557)	(24,232)
Adjustments to reconcile net loss to net cash flows provided by (used in) operating activities:
Depreciation and Amortization			25,324	24,861
Amortization of deferred loan costs			1,103	986
Amortization of debt discount			3,698	3,495
Share-based employee compensation expense			5,323	5,797
Loss on sale of business			4,826	0
Loss on impairment of held for sale assets			156,198	0
Equity in income from joint ventures			(303)	0
Deferred income taxes			7,835	(2,393)
Decrease in accounts receivable, net			17,263	12,427
Decrease (increase) in other current assets			3,329	(709)
(Decrease) increase in accounts payable			(4,100)	3,795
Increase (decrease) in accrued salaries and benefits			4,441	(5,362)
Decrease in other current liabilities			(737)	(12,454)
Other			(3,124)	1,340
Net cash flows provided by operating activities			31,687	28,987
Cash flows from investing activities:
Acquisition of property and equipment			(10,330)	(17,332)
Investment in joint ventures			(865)	(4,450)
Proceeds from sale of business			5,156	0
Other			(537)	(550)
Net cash flows used in investing activities			(6,576)	(22,332)
Cash flows from financing activities:
Proceeds from issuance of long-term debt			242,301	303,956
Payments of long-term debt			(253,902)	(307,667)
Exercise of stock options			30	1,292
Repurchase of common stock			0	(1,833)
Proceeds from non-controlling interest			0	1,377
Change in cash overdraft and other			(8,726)	619
Net cash flows used in financing activities			(20,297)	(2,256)
Effect of exchange rate changes on cash			538	(899)
Less: net increase in cash and cash equivalents held for sale			950	2,337
Net increase in cash and cash equivalents			4,402	1,163
Cash and cash equivalents, beginning of period			233	1,249	$ 1,249
Cash and cash equivalents, end of period	$ 4,635	$ 2,412	$ 4,635	$ 2,412	$ 233

Basis of Presentation

Basis of Presentation	6 Months Ended
	Jun. 30, 2016
Basis of Presentation [Abstract]
Basis of Presentation	(1) Basis of Presentation Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"). In our opinion, the accompanying consolidated financial statements of Healthways, Inc. and its wholly-owned subsidiaries (collectively, "Healthways," the "Company," or such terms as "we," "us," or "our") reflect all adjustments consisting of normal, recurring accruals necessary for a fair statement. We have reclassified certain items in prior periods to conform to current classifications. Our results from continuing operations do not include the results of our total population health services ("TPHS") business. The TPHS business, includes our partnerships with Blue Zones, LLC and Dr. Dean Ornish (the Blue Zones Project by Healthways™ and Dr. Ornish's Program for Reversing Heart Disease™), the results of our joint venture with Gallup (see Note 8), our Navvis business, our MeYouHealth business and international operations. The TPHS business has been accounted for as assets held for sale as of June 30, 2016. Results of operations for the TPHS business has been reclassified as discontinued operations for all periods presented in the consolidated financial statements. On July 31, 2016, we sold the TPHS business (see Notes 3 and 14), excluding Navvis and MeYouHealth, which had been previously sold separately to other buyers (see Notes 3, 4 and 14). On March 11, 2015, we formed a joint venture with SulAmérica, one of the largest independent insurers in Brazil, to sell total population health services to the Brazilian market. With its contribution, SulAmérica acquired a 49% interest in the joint venture, Healthways Brasil Servicos de Consultoria LTDA ("Healthways Brazil"). We have determined that our interest in Healthways Brazil represents a controlling financial interest and, therefore, have consolidated the financial statements of Healthways Brazil and have presented a noncontrolling interest for the portion owned by SulAmérica. The net assets and results of operations of Healthways Brazil are included within TPHS assets held for sale and discontinued operations in the accompanying consolidated financial statements. We have omitted certain financial information that is normally included in financial statements prepared in accordance with U.S. GAAP but that is not required for interim reporting purposes. You should read the accompanying consolidated financial statements in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2015.

Recent Accounting Standards

Recent Accounting Standards	6 Months Ended
	Jun. 30, 2016
Recent Accounting Standards
Recent Accounting Standards	(2) Recent Relevant Accounting Standards In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2014-09, which creates Accounting Standards Codification ("ASC") Topic 606, "Revenue from Contracts with Customers" ("ASC Topic 606") and supersedes ASC Topic 605, "Revenue Recognition." The provisions of ASC Topic 606 provide for a single comprehensive principles-based standard for the recognition of revenue across all industries and expanded disclosure about the nature, amount, timing and uncertainty of revenue, as well as certain additional quantitative and qualitative disclosures. The standard is effective for annual periods beginning after December 15, 2017, including interim periods within those years. We are currently evaluating the impact of adopting ASC Topic 606. In April 2015, the FASB issued ASU No. 2015-03, "Simplifying the Presentation of Debt Issuance Costs, " In November 2015, the FASB issued ASU No. 2015-17, "Income Taxes: Balance Sheet Classification of Deferred Taxes" ("ASU 2015-17"), which simplifies the presentation of deferred income taxes by eliminating the separate classification of deferred income tax liabilities and assets into current and noncurrent amounts in the consolidated balance sheet. The amendments in ASU 2015-17 require that all deferred tax liabilities and assets be classified as noncurrent in the consolidated balance sheet. This ASU was adopted in the first quarter of 2016 and is presented prospectively. In February 2016, the FASB issued ASU No. 2016-02, "Leases" In March 2016, the FASB Issued ASU No. 2016-09, "Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting" ("ASU 2016-09"). ASU 2016-09 changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The standard is effective for interim and annual reporting periods beginning after December 15, 2016, although early adoption is permitted. We are currently assessing how the adoption of ASU 2016-09 will impact our our financial position, results of operations and cash flows.

Discontinued Operations and Dis

Discontinued Operations and Disposal Groups	6 Months Ended
	Jun. 30, 2016
Discontinued Operations and Disposal Groups [Abstract]
Discontinued Operations and Disposal Groups [Text Block]	(3) Discontinued Operations As of June 30, 2016, we committed to a plan to sell the TPHS business, which includes our partnerships with Blue Zones, LLC and Dr. Dean Ornish (the Blue Zones Project by Healthways™ and Dr. Ornish's Program for Reversing Heart Disease™), the results of our joint venture with Gallup (see Note 8), our Navvis business, our MeYouHealth business and international operations. The sale of the TPHS business was completed effective July 31, 2016 (as discussed in Note 14). In accordance with ASC Topic 205, "Presentation of Financial Statements", the divested TPHS business met the held for sale criteria and represents a strategic shift in the Company's operations and financial results. Therefore, this business has been classified as held for sale and discontinued operations within our consolidated financial statements for all periods presented. As of June 30, 2016, the disposal group classified as held for sale has been measured at the lower of its carrying amount or the fair value less cost to sell. A loss was recognized for the three and six months ended June 30, 2016, based on the Company's best estimate of the fair value less cost to sell in the period the held for sale criteria was met. We estimated the fair value of the disposal group using a market participant approach, which considered our preliminary estimate of the purchase price for the sale of TPHS. This resulted in writing down the long lived (non-current) assets of the disposal group to zero as they are fully impaired. We plan to complete our estimate of the purchase price of TPHS in the third quarter at which time we expect to record a loss on the sale of TPHS. The following table presents the aggregate carrying amounts of the major classes of assets and liabilities related to the TPHS business to be disposed of: (in thousands) June 30, 2016 December 31, 2015 Cash and cash equivalents $ 2,587 $ 1,637 Accounts receivable, net 42,920 57,587 Prepaid expenses 4,116 2,545 Other current assets 1,749 2,722 Income taxes receivable 910 819 Deferred tax asset — 492 Property and equipment 114,049 133,982 Long-term deferred tax asset 423 — Other assets 11,493 10,705 Intangible assets, net 30,234 31,791 Loss recognized on impairment of held for sale long-lived assets (156,199 ) — Total assets $ 52,282 $ 242,280 Accounts payable $ 17,201 19,851 Accrued salaries and benefits 15,600 14,380 Accrued liabilities 15,827 21,690 Deferred revenue 6,980 6,931 Contract billings in excess of earned revenue 12,337 12,792 Total liabilities $ 67,945 $ 75,644 The following table presents key financial results of the TPHS business included in "losses from discontinued operations" for the three and six months ended June 30, 2016 and 2015. Three Months Ended Six Months Ended June 30, June 30, (in thousands) 2016 2015 2016 2015 Revenues $ 65,546 $ 84,648 $ 128,751 $ 162,861 Cost of services 71,230 82,176 143,722 163,528 Selling, general & administrative expenses 4,772 8,820 11,555 17,084 Depreciation and amortization 10,701 10,350 21,575 21,132 Restructuring and related charges 2,722 — 8,424 — Interest expense 283 383 560 680 Pretax loss on discontinued operations (24,162 ) (17,081 ) (57,085 ) (39,563 ) Pretax loss on sale of business (4,826 ) — (4,826 ) — Pretax loss on impairment of held for sale (158,354 ) — (158,354 ) — Total pretax loss on discontinued operations (187,342 ) (17,081 ) (220,265 ) (39,563 ) Income tax expense (benefit) 8,112 (6,442 ) 8,292 (15,331 ) Losses from discontinued operations, net of income tax expense (benefit) $ (195,454 ) $ (10,639 ) $ (228,557 ) $ (24,232 ) The depreciation, amortization and significant operating and investing non-cash items of the discontinued operations were as follows: Six Months Ended (in thousands) June 30, 2016 June 30, 2015 Depreciation and amortization on discontinued operations $ 21,575 $ 21,132 Capital expenditures on discontinued operations 7,680 15,490 Share-based compensation on discontinued operations 3,159 3,142

Goodwill

Goodwill	6 Months Ended
	Jun. 30, 2016
Goodwill [Abstract]
Goodwill	(4) Goodwill The change in carrying amount of goodwill during the years ended December 31, 2014, 2015 and the six months ended June 30, 2016 is shown below: (in thousands) Balance, December 31, 2013 $ 338,800 Other adjustments — Balance, December 31, 2014 338,800 Navvis sale (1,826 ) Balance, December 31, 2015 336,974 MeYou Health sale (2,294 ) Balance, June 30, 2016 $ 334,680 In November 2015, we sold Navvis Healthcare, LLC, a provider of healthcare consulting and advisory services, for $4.4 million in cash, which resulted in a gain of $1.9 million. In June 2016, we sold the assets of MeYou Health, LLC, a wholly owned subsidiary of the Company that was engaged in the business of developing and delivering certain digital health applications, for $5.5 million in cash and additional contingent consideration up to $1.5 million, which resulted in a loss of $4.8 million. This loss is included in losses from discontinued operations in our consolidated statements of comprehensive income (loss) for the three and six months ended June 30, 2016. As of June 30, 2016 and December 31, 2015, the gross amount of goodwill totaled $517.0 million and $519.3 million, respectively, and we had accumulated impairment losses of $182.4 million.

Share-Based Compensation

Share-Based Compensation	6 Months Ended
	Jun. 30, 2016
Share-Based Compensation [Abstract]
Share-Based Compensation	(5) Share-Based Compensation We currently have four types of share-based awards outstanding to our employees and directors: stock options, restricted stock units, restricted stock and market stock units. We believe that our share-based awards align the interests of our employees and directors with those of our stockholders. We estimate share-based compensation expense based on the number of awards expected to vest, after consideration of expected forfeitures and estimated vesting of performance-based stock units. We recognize share-based compensation expense for the market stock units if the requisite service period is rendered, even if the market condition is never satisfied. For the three and six months ended June 30, 2016, we recognized share-based compensation costs of $2.9 A summary of our stock options as of June 30, 2016, and changes during the six months then ended is presented below: Shares (000s) Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value ($000s) Options Outstanding at January 1, 2016 2,122 $ 13.34 Granted — — Exercised (5 ) 6.61 Forfeited (10 ) 13.40 Expired (99 ) 21.35 Outstanding at June 30, 2016 2,008 12.96 5.13 1,788 Exercisable at June 30, 2016 1,693 $ 12.98 4.93 1,627 There were no stock options granted during the six months ended June 30, 2016. The following table shows a summary of our restricted stock and restricted stock units as of June 30, 2016, as well as activity during the six months then ended: Restricted Stock and Restricted Stock Units Nonvested Shares Shares (000s) Weighted- Average Grant Date Fair Value Nonvested at January 1, 2016 1,618 $ 12.35 Granted 837 10.46 Vested (204 ) 13.05 Forfeited (146 ) 11.74 Nonvested at June 30, 2016 2,105 $ 11.58 Market stock units granted during the three months ended June 30, 2016 have a multi-year performance period ending in 2019 and vest three years from the grant date. The following table shows a summary of our market stock units as of June 30, 2016, as well as activity during the six months then ended: Market Stock Units Shares (000s) Weighted- Average Grant Date Fair Value Nonvested at January 1, 2016 474 $ 6.53 Granted 217 7.15 Vested — — Forfeited (9 ) 6.48 Nonvested at June 30, 2016 682 $ 6.73

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2016
Income Taxes [Abstract]
Income Taxes	(6) Income Taxes For the three months ended June 30, 2016, we had an effective income tax rate from continuing operations of 0.0%, compared to an effective income tax rate of 39.2% for the three months ended June 30, 2015. For the six months ended June 30, 2016, we had an effective tax income tax rate from continuing operations of 0.0%, compared to an effective income tax rate of 39.6% for the six months ended June 30, 2015. The change in the effective rates from continuing operations was primarily due to the utilization of deferred tax assets subject to a valuation allowance in the 2016 periods. During the six months ended June 30, 2016, an increase of $79.3 million was recorded to the valuation allowance on certain deferred tax assets in the U.S. Federal and state jurisdictions, as well as in certain foreign jurisdictions. At June 30, 2016, we had approximately $71.0 million of federal loss carryforwards, and approximately $82.8 million of state loss carryforwards. We file income tax returns in the U.S. Federal jurisdiction and various state and foreign jurisdictions. Tax years remaining subject to examination in these major jurisdictions include 2012 to present.

Long-Term Debt

Long-Term Debt	6 Months Ended
	Jun. 30, 2016
Long-Term Debt [Abstract]
Long-Term Debt	(7) Long-Term Debt The Company's long-term debt, net of unamortized deferred loan costs, consisted of the following at June 30, 2016 and December 31, 2015: (in thousands) June 30, 2016 December 31, 2015 Cash Convertible Notes, net of unamortized discount $ 133,993 $ 130,296 CareFirst Convertible Note 20,000 20,000 Fifth Amended Credit Agreement: Term Loan 70,000 80,000 Revolver — — Capital lease obligations and other 4,595 5,374 228,588 235,670 Less: deferred loan costs (2,969 ) (4,073 ) 225,619 231,597 Less: current portion (43,226 ) (23,308 ) $ 182,393 $ 208,289 Credit Facility On June 8, 2012, we entered into the Fifth Amended and Restated Revolving Credit and Term Loan Agreement (as amended, the "Fifth Amended Credit Agreement"). As amended in August 2016 and further described below, the Fifth Amended Credit Agreement provides us with a $125 million revolving credit facility that includes a swingline sub facility of $20 million and a $75 million sub facility for letters of credit. The Fifth Amended Credit Agreement also provides a $200 million term loan facility, $70 million of which remained outstanding at June 30, 2016, and an uncommitted incremental accordion facility of $100 million. Borrowings under the Fifth Amended Credit Agreement generally bear interest at variable rates based on a margin or spread in excess of either (1) the one-month, two-month, three-month or six-month rate (or with the approval of affected lenders, nine-month or twelve-month rate) for Eurodollar deposits ("LIBOR", which may not be less than zero), or (2) the greatest of (a) the SunTrust Bank prime lending rate, (b) the federal funds rate plus 0.50% and (c) one-month LIBOR plus 1.00% (the "Base Rate"), as selected by the Company. The LIBOR margin varies between 1.75% and 3.00%, and the Base Rate margin varies between 0.75% and 2.00%, depending on our leverage ratio. The Fifth Amended Credit Agreement also provides for an annual fee ranging between 0.30% and 0.50% of the unused commitments under the revolving credit facility. Extensions of credit under the Fifth Amended Credit Agreement are secured by guarantees from all of the Company's active domestic subsidiaries and by security interests in substantially all of the Company's and such subsidiaries' assets. On August 4, 2016, we entered into the Eighth Amendment to the Fifth Amended Credit Agreement (the "Eighth Amendment"). The Eighth Amendment (1) extends the expiration date of the Company's revolving credit facility and the maturity date of the Company's term loan facility under the Fifth Amended Credit Agreement from June 8, 2017 to June 8, 2018 (the "Extended Maturity Date") and (2) amends the definition of "Consolidated EBITDA" to include an add-back for certain non-cash gains and to take into account certain financial consequences of the sale by the Company of its TPHS business to Sharecare, Inc. pursuant to the terms of the Membership Interest Purchase Agreement among the Company, Sharecare, Inc. and Healthways SC, LLC. The Eighth Amendment contemplated that some lenders might not agree to the Extended Maturity Date and preserved June 8, 2017 as the non-extended maturity date (the "Non-Extended Maturity Date") for such lenders. Lenders holding $45,312,500 of the revolving commitments and $25,375,000 of outstanding term loans did not consent to the Extended Maturity Date. On the Non-Extended Maturity Date, the revolving commitments of non-consenting revolving lenders will terminate and any outstanding term loans and revolving loans owed to non-consenting lenders must be paid in full. The outstanding revolving loans under the revolving credit facility held by consenting lenders must be paid in full on June 8, 2018. We are required to repay term loans in quarterly principal installments aggregating 2.500% of the original aggregate principal amount of the term loans ($5,000,000) during each of the remaining quarters prior to maturity on June 8, 2018, at which time the entire unpaid principal balance of the term loans held by consenting lenders is due and payable. The impact of the Eighth Amendment on the maturity of our debt is reflected in our balance sheet. As of June 30, 2016, availability under the revolving credit facility totaled $42.6 million. The Fifth Amended Credit Agreement contains financial covenants that require us to maintain, as defined, specified ratios or levels of (1) total funded debt to EBITDA and (2) fixed charge coverage. The Fifth Amended Credit Agreement contains various other affirmative and negative covenants that are typical for financings of this type. Among other things, the Fifth Amended Credit Agreement limits repurchases of our common stock and the amount of dividends that we can pay to holders of our common stock. 1.50% Cash Convertible Senior Notes Due 2018 On July 16, 2013, we completed the issuance of $150.0 million aggregate principal amount of cash convertible senior notes due 2018 (the "Cash Convertible Notes"), which bear interest at a rate of 1.50% per year, payable semiannually in arrears on January 1 and July 1 of each year, beginning on January 1, 2014. The Cash Convertible Notes will mature on July 1, 2018, unless earlier repurchased or converted into cash in accordance with their terms prior to such date. At the option of the holders, the Cash Convertible Notes are convertible into cash based on the conversion rate set forth below only upon occurrence of certain triggering events as defined in the Indenture dated as of July 8, 2013 by and between the Company and U.S. Bank National Association, none of which had occurred as of March 31, 2016. Accordingly, we have classified the Cash Convertible Notes as long-term debt at June 30, 2016 and December 31, 2015. The Cash Convertible Notes are not convertible into our common stock or any other securities under any circumstances. The initial cash conversion rate is approximately 51.38 shares of our common stock per $1,000 principal amount of Cash Convertible Notes (equivalent to an initial conversion price of approximately $19.46 per share of common stock). The Cash Convertible Notes are our senior unsecured obligations and rank senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the Cash Convertible Notes. As a result of this transaction, we recognized deferred loan costs of approximately $3.9 million, which are being amortized over the term of the Cash Convertible Notes using the effective interest method. The cash conversion feature of the Cash Convertible Notes (the "Cash Conversion Derivative") requires bifurcation from the Cash Convertible Notes in accordance with FASB ASC Topic 815, "Derivatives and Hedging" ("ASC Topic 815"), and is recorded in other long-term liabilities as a derivative liability and carried at fair value. The fair value of the Cash Conversion Derivative at the time of issuance of the Cash Convertible Notes was $36.8 million, which was recorded as a debt discount for purposes of accounting for the debt component of the Cash Convertible Notes. The debt discount is being amortized over the term of the Cash Convertible Notes using the effective interest method. For the six months ended June 30, 2016, we recorded $3.7 million of interest expense related to the amortization of the debt discount based upon an effective interest rate of 5.7%. The net carrying amount of the Cash Convertible Notes at June 30, 2016 and December 31, 2015 was $134.0 million and $130.3 million, respectively, net of the unamortized discount of $16.0 million and $19.7 million, respectively. In connection with the issuance of the Cash Convertible Notes, we entered into privately negotiated convertible note hedge transactions (the "Cash Convertible Notes Hedges"), which are cash-settled and are intended to reduce our exposure to potential cash payments that we would be required to make if holders elect to convert the Cash Convertible Notes at a time when our stock price exceeds the conversion price. The initial cost of the Cash Convertible Notes Hedges was $36.8 million. The Cash Convertible Notes Hedges are recorded in other assets as a derivative asset under FASB ASC Topic 815 and are carried at fair value. See Note 9 for additional information regarding the Cash Convertible Notes Hedges and the Cash Conversion Derivative and their fair values as of June 30, 2016. In July 2013, we also sold separate privately negotiated warrants (the "Warrants") initially relating, in the aggregate, to a notional number of shares of our common stock underlying the Cash Convertible Notes Hedges. The Warrants have an initial strike price of approximately $25.95 per share, which effectively increases the conversion price of the Cash Convertible Notes to a 60% premium to our stock price on July 1, 2013. The Warrants will be net share settled by issuing a number of shares of our common stock per Warrant corresponding to the excess of the market price per share of our common stock (as measured on each warrant exercise date under the terms of the Warrants) over the applicable strike price of the Warrants. The Warrants meet the definition of derivatives under the guidance in ASC Topic 815; however, because these instruments have been determined to be indexed to our own stock and meet the criteria for equity classification under ASC Topic 815, the Warrants have been accounted for as an adjustment to our additional paid-in-capital. If the market value per share of our common stock exceeds the strike price of the Warrants, the Warrants will have a dilutive effect on net income per share, and the "treasury stock" method will be used in calculating the dilutive effect on earnings per share. CareFirst Convertible Note On October 1, 2013, we entered into an Investment Agreement (the "Investment Agreement") with CareFirst Holdings, LLC ("CareFirst"), which was in addition to certain commercial agreements between us and CareFirst relating to, among other things, disease management and care coordination services (the "Commercial Agreements"). Pursuant to the Investment Agreement, we issued to CareFirst a convertible subordinated promissory note in the aggregate original principal amount of $20 million (the "CareFirst Convertible Note") for a purchase price of $20 million. The CareFirst Convertible Note bears interest at a rate of 4.75% per year, payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each calendar year, beginning on December 31, 2013. The CareFirst Convertible Note may be prepaid only under limited circumstances and upon the terms and conditions specified therein. If the CareFirst Convertible Note has not been fully converted or redeemed in accordance with its terms, it will mature on October 1, 2019. The CareFirst Convertible Note is subordinate in right of payment to the prior payment in full of (a) all of our indebtedness under the Fifth Amended Credit Agreement (as defined below) and (b) any other of our senior debt, which currently includes only the Cash Convertible Notes. The CareFirst Convertible Note is convertible into shares of our common stock at the conversion rate determined by dividing (a) the sum of the portion of the principal to be converted and accrued and unpaid interest with respect to such principal by (b) the conversion price equal to $22.41 per share of our common stock. The conversion price is subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications and similar events. CareFirst had an opportunity to earn warrants to purchase shares of our common stock ("CareFirst Warrants") based on achievement of certain quarterly thresholds (the "Revenue Thresholds") for revenue derived from both the Commercial Agreements and from new business to us from third parties as a result of an introduction or referral to us by CareFirst (collectively, the "Quarterly Revenue"). If the Quarterly Revenue was greater than or equal to the applicable Revenue Threshold for any quarter ending on or prior to September 30, 2017, then we would issue to CareFirst a certain number of warrants exercisable for the number of shares of our common stock ("CareFirst Warrant Shares") determined in accordance with the terms of the Investment Agreement unless (i) CareFirst elected to receive a cash payment in accordance with the terms of the Investment Agreement or (ii) there was a change of control. The aggregate number of CareFirst Warrant Shares in any single 12-month period beginning on October 1, 2013 could not exceed 400,000, and the aggregate number of CareFirst Warrant Shares issuable pursuant to the Investment Agreement could not exceed 1,600,000. As of June 30, 2016, we had issued CareFirst Warrant Shares totaling 630,586 at a weighted average exercise price of $15.61, 39,903 of which were issued in 2016. These CareFirst Warrants may have a dilutive effect on net income per share, and the "treasury stock" method is used in calculating the dilutive effect on earnings per share. Also on October 1, 2013, in connection with the execution of the Investment Agreement, we entered into a Registration Rights Agreement (the "Registration Rights Agreement") with CareFirst, pursuant to which we agreed to use commercially reasonable efforts to cause any registration statement covering an underwritten offering of our common stock for our own account or for the account of any holder of our common stock (other than a registration statement on Form S-4 or Form S-8 or any successor thereto) to include those registrable common shares that any holder of such registrable common shares has requested to be registered. Effective July 31, 2016, in connection with the consummation of the sale of the TPHS business (as discussed in Note 14), the Investment Agreement was terminated, and all of the Commercial Agreements between the Company and CareFirst relating to the TPHS business were transferred to an entity that, effective at the Closing, became a wholly-owned subsidiary of Sharecare, Inc. ("Sharecare"), the buyer of the TPHS business. As a result, CareFirst will no longer have the opportunity to earn Warrants in respect of the periods following the Closing. The Convertible Note, the Registration Rights Agreement and the CareFirst Warrants previously issued to CareFirst were not affected by the termination of the Investment Agreement and remain in full force and effect according to their terms.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2016
Commitments and Contingencies [Abstract]
Commitments and Contingencies	(8) Commitments and Contingencies Summary We are subject to contractual disputes, claims and legal proceedings that arise from time to time in the ordinary course of our business. While we are unable to estimate a range of potential losses, we do not believe that any of the legal proceedings pending against us as of the date of this report, some of which are expected to be covered by insurance policies, will have a material adverse effect on our financial statements. As these matters are subject to inherent uncertainties, our view of these matters may change in the future. Contractual Commitments In January 2008, we entered into a 25-year strategic relationship agreement with Gallup, Inc. ("Gallup"), and in October 2012 we entered into a joint venture agreement with Gallup (the "Gallup Joint Venture") that required us to make payments over a 5-year period beginning January 2013. As of June 30, 2016, we had minimum remaining contractual cash obligations of $24.0 million related to these agreements. The financial impact of the strategic relationship with Gallup and the Gallup Joint Venture are reflected in discontinued operations for all periods presented as each of these are part of the TPHS business that we sold effective July 31, 2016. In May 2011, we entered into a ten-year applications and technology services outsourcing agreement with HP Enterprise Services, LLC that contains minimum fee requirements. Total payments over the remaining term, including an estimate for future contractual cost of living adjustments, must equal or exceed a minimum level of approximately $64.4 million; however, based on current required service and equipment level assumptions, we estimate that the remaining payments will be approximately $135.1 million. The agreement allows us to terminate all or a portion of the services provided we pay certain termination fees, which could be material to the Company. See Note 14 for updates to these existing contractual commitments upon the sale of the TPHS business.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2016
Fair Value Measurements [Abstract]
Fair Value Measurements	(9) Fair Value Measurements We account for certain assets and liabilities at fair value. Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date, assuming the transaction occurs in the principal or most advantageous market for that asset or liability. Fair Value Hierarchy The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. We categorize each of our fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are: Level 1: Quoted prices in active markets for identical assets or liabilities; Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-based valuation techniques in which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs that are supported by little or no market activity and typically reflect management's estimates of assumptions that market participants would use in pricing the asset or liability. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis We account for our investment in the Gallup Joint Venture using the equity method under ASC Topic 323. In the third quarter of 2015, we observed factors causing a decline in future revenue projections as an indicator of an other than temporary impairment of the investment. Accordingly, we estimated the fair value of our investment using a discounted cash flow model. Estimating fair value requires significant judgments, including management's estimate of future cash flows, which is dependent on internal forecasts, estimation of the long-term growth rate for the joint venture, the useful life over which cash flows will occur, and determination of the weighted average cost of capital. Changes in these estimates and assumptions could materially affect the estimate of fair value. Based on our estimate of fair value, we determined that the present value of our remaining contractual cash obligations in the Gallup Joint Venture exceeded the estimated fair value, resulting in the recognition of a liability associated with the forward option to acquire additional membership interest (the "Gallup Derivative"). The Gallup Derivative was recorded as a derivative liability at June 30, 2016, in accordance with FASB ASC Topic 815 and will be carried at fair value. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following tables present our assets and liabilities measured at fair value on a recurring basis at June 30, 2016, and December 31, 2015: (In $000s) June 30, 2016 Level 2 Level 3 Gross Fair Value Netting (1) Net Fair Value Assets: Foreign currency exchange contracts $ 200 $ — $ 200 $ (157 ) $ 43 Cash Convertible Notes Hedges — 6,470 6,470 — 6,470 Liabilities: Foreign currency exchange contracts $ 180 $ — $ 180 $ (157 ) $ 23 Interest rate swap agreements 256 — 256 — 256 Cash Conversion Derivative — 6,470 6,470 — 6,470 Gallup Derivative — 4,823 4,823 — 4,823 (In $000s) December 31, 2015 Level 2 Level 3 Gross Fair Value Netting (1) Net Fair Value Assets: Foreign currency exchange contracts $ 284 $ — $ 284 $ (26 ) $ 258 Cash Convertible Notes Hedges — 12,632 12,632 — 12,632 Liabilities: Foreign currency exchange contracts $ 48 $ — $ 48 $ (26 ) $ 22 Interest rate swap agreements 397 — 397 — 397 Cash Conversion Derivative — 12,632 12,632 — 12,632 Gallup Derivative — 6,339 6,339 — 6,339 (1) The fair values of forward foreign currency exchange contracts are valued using broker quotations of similar assets or liabilities in active markets. The fair values of interest rate swap agreements are primarily determined based on the present value of future cash flows using internal models and third-party pricing services with observable inputs, including interest rates, yield curves and applicable credit spreads. The fair values of the Cash Convertible Notes Hedges, the Cash Conversion Derivative and the Gallup Derivative are measured using Level 3 inputs because these instruments are not actively traded. The Cash Convertible Notes Hedges and the Cash Conversion Derivative are valued using an option pricing model that uses observable and unobservable market data for inputs, such as expected time to maturity of the derivative instruments, the risk-free interest rate, the expected volatility of our common stock and other factors. The Gallup Derivative is valued as the difference in the present value of our remaining cash commitments and the fair value of such commitments. The Cash Convertible Notes Hedges and the Cash Conversion Derivative were designed such that changes in their fair values would offset one another, with minimal impact to the consolidated statements of comprehensive income (loss). Therefore, the sensitivity of changes in the unobservable inputs to the option pricing model for such instruments is mitigated. The following table presents our financial instruments measured at fair value on a recurring basis using unobservable inputs (Level 3): (In $000s) Balance at December 31, 2015 Purchases of Level 3 Instruments Settlements of Level 3 Instruments Gains/(Losses) Included in Earnings Balance at June 30, 2016 Cash Convertible Notes Hedges $ 12,632 $ — $ — $ (6,162 ) $ 6,470 Cash Conversion Derivative (12,632 ) — — 6,162 (6,470 ) Gallup Derivative (6,339 ) — 1,516 — (4,823 ) The gains and losses included in earnings noted above represent the change in the fair value of these financial instruments and are recorded each period in the consolidated statements of comprehensive income (loss). The gains and losses on the Cash Convertible Notes Hedges and Cash Conversion Derivative have been recorded as selling, general and administrative expenses, and the gain or loss on the Gallup Derivative has been recorded as a part of discontinued operations. Fair Value of Other Financial Instruments In addition to foreign currency exchange contracts, interest rate swap agreements, the Cash Convertible Notes Hedges, the Cash Conversion Derivative, and the Gallup Derivative, the estimated fair values of which are disclosed above, the estimated fair value of each class of financial instruments at June 30, 2016 was as follows: Cash and cash equivalents – The carrying amount of $4.6 million approximates fair value because of the short maturity of those instruments (less than three months). Long-term debt – The estimated fair value of outstanding borrowings under the Fifth Amended Credit Agreement, which includes a revolving credit facility and a term loan facility (see Note 7), and the Cash Convertible Notes are determined based on the fair value hierarchy as discussed above. The revolving credit facility and the term loan facility are not actively traded and therefore are classified as Level 2 valuations based on the market for similar instruments. The estimated fair value is based on the average of the prices set by the issuing bank given current market conditions and is not necessarily indicative of the amount we could realize in a current market exchange. The estimated fair value and carrying amount of outstanding borrowings under the Fifth Amended Credit Agreement at June 30, 2016 are $69.5 million and $70.0 million, respectively. The Cash Convertible Notes are actively traded and therefore are classified as Level 1 valuations. The estimated fair value at June 30, 2016, was $141.3 million, which is based on the last traded price of the Cash Convertible Notes on June 30, 2016, and the par value was $150.0 million. The carrying amount of the Cash Convertible Notes at June 30, 2016, was $134.0 million, which is net of the debt discount discussed in Note 7. The CareFirst Convertible Note was issued at its fair value of $20.0 million on October 1, 2013. It is not actively traded and is not based upon either an observable market, other than the market for our common stock, or on an observable index and is therefore classified as a Level 3 valuation. At June 30, 2016, the carrying amount of the CareFirst Convertible Note of $20.0 million approximates fair value.

Derivative Instruments and Hedg

Derivative Instruments and Hedging Activities	6 Months Ended
	Jun. 30, 2016
Derivative Instruments and Hedging Activities [Abstract]
Derivative Instruments and Hedging Activities	(10) Derivative Investments and Hedging Activities We use derivative instruments to manage risks related to interest, foreign currencies, the Cash Convertible Notes, and the fair value of the Gallup Derivative. We account for derivatives in accordance with ASC Topic 815, which establishes accounting and reporting standards requiring that certain derivative instruments be recorded on the balance sheet as either an asset or liability measured at fair value. Additionally, changes in the derivative's fair value will be recognized currently in earnings unless specific hedge accounting criteria are met. As permitted under our master netting arrangements, the fair value amounts of our interest rate swaps and foreign currency options and/or forward contracts are presented on a net basis by counterparty in the consolidated balance sheets. Derivative Instruments Designated as Hedging Instruments Cash Flow Hedges Derivative instruments that are designated and qualify as cash flow hedges are recorded at estimated fair value in the consolidated balance sheets, with the effective portion of the gains and losses being reported in accumulated other comprehensive income or loss ("accumulated OCI"). Cash flow hedges for all periods presented consist solely of interest rate swap agreements, which effectively modify our exposure to interest rate risk by converting a portion of our floating rate debt to fixed rate obligations, thus reducing the impact of interest rate changes on future interest expense. Under these agreements, we receive a variable rate of interest based on LIBOR (as defined in Note 7), and we pay a fixed rate of interest with an interest rate of 1.480% plus a spread (see Note 7). We maintain an interest rate swap agreement with a current notional amount of $50.0 million and a termination date of December 30, 2016. Gains and losses on these interest rate swap agreements are reclassified to interest expense in the same period during which the hedged transaction affects earnings or the period in which all or a portion of the hedge becomes ineffective. As of June 30, 2016, we expected to reclassify $0.1 million of net losses on interest rate swap agreements from accumulated OCI to interest expense within the next twelve months due to the scheduled payment of interest associated with our debt. The following table shows the effect of our cash flow hedges on the consolidated balance sheets during the three and six months ended June 30, 2016 and 2015: (In $000s) For the Three Months Ended For the Six Months Ended Derivatives in Cash Flow Hedging Relationships June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 Loss related to effective portion of derivatives recognized in accumulated OCI, gross of tax effect $ 31 $ 54 $ 123 $ 255 Loss related to effective portion of derivatives reclassified from accumulated OCI to interest expense, gross of tax effect $ (131 ) $ (96 ) $ (264 ) $ (194 ) Gains and losses representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. During the three and six months ended June 30, 2016 and 2015, there were no gains or losses on cash flow hedges recognized in our consolidated statements of comprehensive income (loss) resulting from hedge ineffectiveness. Derivative Instruments Not Designated as Hedging Instruments Our Cash Conversion Derivative, Cash Convertible Notes Hedges, Gallup Derivative and foreign currency options and/or forward contracts do not qualify for hedge accounting treatment under U.S. GAAP and are measured at fair value with gains and losses recognized immediately in the consolidated statements of comprehensive income (loss). Other than the Gallup Derivative described in Note 9, these derivative instruments not designated as hedging instruments did not have a material impact on our consolidated statements of comprehensive income (loss) for the three and six months ended June 30, 2016 and 2015. Cash Conversion Derivative and Cash Convertible Notes Hedges The Cash Conversion Derivative is accounted for as a derivative liability and carried at fair value. In order to offset the risk associated with the Cash Conversion Derivative, we entered into Cash Convertible Notes Hedges, which are cash-settled and are intended to reduce our exposure to potential cash payments that we would be required to make if holders elect to convert the Cash Convertible Notes at a time when our stock price exceeds the conversion price. The Cash Convertible Notes Hedges are accounted for as a derivative asset and carried at fair value. Gallup Derivative The Gallup Derivative is accounted for as a derivative liability and carried at fair value. The gains and losses resulting from a change in fair values of the Cash Conversion Derivative, the Cash Convertible Notes Hedges and the Gallup Derivative are reported in the consolidated statements of comprehensive income (loss) as follows: (In $000s) Three Months Ended June 30, 2016 Six Months Ended June 30, 2016 Statements of Comprehensive Income (Loss) Classification Cash Convertible Notes Hedges: Net unrealized gain (loss) $ 1,441 (6,162 ) Selling, general and administrative expenses Cash Conversion Derivative: Net unrealized gain (loss) $ (1,441 ) 6,162 Selling, general and administrative expenses Gallup Derivative: Net loss — — Loss from discontinued operations Foreign Currency Exchange Contracts We also enter into foreign currency options and/or forward contracts in order to minimize our earnings exposure to fluctuations in foreign currency exchange rates. Our foreign currency exchange contracts require current period mark-to-market accounting, with any change in fair value being recorded each period in the consolidated statements of comprehensive income (loss) in selling, general and administrative expenses. At June 30, 2016, we had forward contracts with notional amounts of $32.4 million to exchange foreign currencies, primarily the Australian dollar and Euro, that were entered into to hedge forecasted foreign net income (loss) and intercompany debt. We routinely monitor our foreign currency exposures to maximize the overall effectiveness of our foreign currency hedge positions. We do not execute transactions or hold derivative financial instruments for trading or other purposes. The estimated gross fair values of derivative instruments at June 30, 2016 and December 31, 2015, excluding the impact of netting derivative assets and liabilities when a legally enforceable master netting agreement exists, were as follows: June 30, 2016 December 31, 2015 (In $000s) Foreign currency exchange contracts Interest rate swap agreements Cash Convertible Notes Hedges and Cash Conversion Derivative Gallup Derivative Foreign currency exchange contracts Interest rate swap agreements Cash Convertible Notes Hedges and Cash Conversion Derivative Gallup Derivative Assets: Derivatives not designated as hedging instruments: Other current assets $ 200 $ — $ — $ — $ 284 $ — $ — $ — Other assets — — 6,470 — — — 12,632 — Total assets $ 200 $ — $ 6,470 $ — $ 284 $ — $ 12,632 $ — Liabilities: Derivatives not designated as hedging instruments: Accrued liabilities $ 180 $ — $ — $ 3,409 $ 48 $ — $ — $ 3,323 Other long-term liabilities — — 6,470 1,414 — — 12,632 3,016 Derivatives designated as hedging instruments: Accrued liabilities — 256 — — — 397 — — Other long-term liabilities — — — — — — — — Total liabilities $ 180 $ 256 $ 6,470 $ 4,823 $ 48 $ 397 $ 12,632 $ 6,339 See also Note 9 for more information on fair value measurements.

Earnings Per Share

Earnings Per Share	6 Months Ended
	Jun. 30, 2016
Earnings Per Share [Abstract]
Earnings Per Share	(11) Earnings Per Share The following is a reconciliation of the numerator and denominator of basic and diluted earnings per share for the three and six months ended June 30, 2016 and 2015: (In 000s, except per share data) Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2016 2015 2016 2015 Numerator: Net income from continuining operations attributable to Healthways, Inc. - numerator for earnings per share $ 19,962 $ 10,756 $ 39,168 $ 21,436 Net loss from discontinued operations attributable to Healthways, Inc. - numerator for loss per share $ (195,558 ) $ (10,336 ) $ (228,973 ) $ (23,929 ) Denominator: Shares used for basic income per share 36,172 35,734 36,140 35,664 Effect of dilutive securities outstanding: Non-qualified stock options 235 770 177 913 Restricted stock units 586 372 524 406 Market stock units 231 — 202 — CareFirst Warrants 3 5 — 19 Shares used for diluted income per share 37,227 36,881 37,043 $ 37,002 Earnings (loss) per share attributable to Healthways, Inc. - basic: Continuing operations $ 0.55 $ 0.30 $ 1.08 $ 0.60 Discontinued operations $ (5.41 ) $ (0.29 ) $ (6.34 ) $ (0.67 ) Earnings (loss) per share attributable to Healthways, Inc. - diluted: Continuing operations $ 0.54 $ 0.29 $ 1.06 $ 0.58 Discontinued operations $ (5.25 ) $ (0.28 ) $ (6.18 ) $ (0.65 ) Dilutive securities outstanding not included in the computation of loss per share because their effect is antidilutive: Non-qualified stock options 1,198 560 1,486 394 Restricted stock units 579 277 679 2 Warrants related to Cash Convertible Notes 7,707 7,707 7,707 7,707 CareFirst Convertible Note 892 892 892 892 CareFirst Warrants 472 198 591 114

Accumulated OCI

Accumulated OCI	6 Months Ended
	Jun. 30, 2016
Accumulated OCI [Abstract]
Accumulated OCI	(12) Accumulated OCI The following tables summarize the changes in accumulated OCI, net of tax, for the six months ended June 30, 2016 and 2015: (In $000s) Net Change in Fair Value of Interest Rate Swaps Foreign Currency Translation Adjustments Total Accumulated OCI, net of tax, as of January 1, 2016 $ (239 ) $ (3,848 ) $ (4,087 ) Other comprehensive loss before reclassifications, net of tax (74 ) 566 492 Amounts reclassified from accumulated OCI, net of tax 159 — 159 Net increase in other comprehensive income (loss), net of tax 85 566 651 Accumulated OCI, net of tax, as of June 30, 2016 $ (154 ) $ (3,282 ) $ (3,436 ) (In $000s) Net Change in Fair Value of Interest Rate Swaps Foreign Currency Translation Adjustments Total Accumulated OCI, net of tax, as of January 1, 2015 $ (342 ) $ (1,706 ) $ (2,048 ) Other comprehensive income (loss) before reclassifications, net of tax (133 ) (1,245 ) (1,378 ) Amounts reclassified from accumulated OCI, net of tax 117 — 117 Net increase (decrease) in other comprehensive income (loss), net of tax (16 ) (1,245 ) (1,261 ) Accumulated OCI, net of tax, as of June 30, 2015 $ (358 ) $ (2,951 ) $ (3,309 ) The following table provides details about reclassifications out of accumulated OCI for the six months ended June 30, 2016 and 2015: Six Months Ended June 30, Statement of Comprehensive (In $000s) 2016 2015 Loss Classification Interest rate swaps $ 264 $ 194 Interest expense (105 ) (77 ) Income tax benefit $ 159 $ 117 Net of tax See Note 10 for further discussion of our interest rate swaps.

Restructuring and Related Charg

Restructuring and Related Charges and Impairment Loss	6 Months Ended
	Jun. 30, 2016
Restructuring and Related Charges and Impairment Loss [Abstract]
Restructuring and Related Charges and Impairment Loss	(13) Restructuring and Related Charges In the third quarter of 2015, we began developing our reorganization and cost rationalization plan (the "2015 Restructuring Plan") that the Company committed to in October 2015, which was intended to improve efficiency and deliver greater value to our customers and stakeholders. Completion of the 2015 Restructuring Plan occurred with the completion of the sale of the TPHS business. We incurred a total of approximately $24 million in restructuring charges related to the 2015 Restructuring Plan, substantially all of which resulted in cash expenditures. The following table shows the costs incurred for the six months ended June 30, 2016 directly related to our 2015 Restructuring Plan and other restructuring costs: (In $000s) Severance and Other Employee-Related Costs Consulting and Other Costs (1) Total Accrued restructuring and related charges liability as of January 1, 2016 $ 7,093 $ 2,900 $ 9,993 2015 Restructuring Plan charges 4,721 3,744 8,465 Cash payments (4,686 ) (4,551 ) (9,237 ) Non-cash charges (2) (9 ) — (9 ) Accrued restructuring and related charges liability as of June 30, 2016 $ 7,119 $ 2,093 $ 9,212 (1) (2)

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2016
Subsequent Events [Abstract]
Subsequent Events [Text Block]	(14) Subsequent Events On July 27, 2016, we entered into a Membership Interest Purchase Agreement (the "Purchase Agreement") with Sharecare and Healthways SC, LLC ("Healthways SC"), a newly formed Delaware limited liability company and wholly owned subsidiary of the Company, pursuant to which Sharecare acquired the TPHS business effective as of July 31, 2016. Upon the completion of the transactions contemplated by the Purchase Agreement (the "Closing"), Sharecare delivered to the Company an Adjustable Convertible Equity Right (the "ACER") with an initial face value of $30.0 million, which will be convertible into shares of common stock of Sharecare 24 months after the Closing, at an initial conversion price of $249.87 per share, subject to customary adjustment for stock splits, stock dividends and other reorganizations of Sharecare. Additionally, pursuant to the Purchase Agreement, we paid Sharecare $25.0 million in cash, withdrawn from our revolver, at the Closing to fund projected losses of the TPHS business during the year following the Closing (the "Transition Year"), and we will also be responsible for two-thirds of the remaining payment obligations in respect of the purchase price to be paid in connection with the acquisition of additional membership interest in the joint venture between the Company and Gallup (which obligation is currently expected to result in aggregate payments by us of approximately $4.2 million, payable in five equal quarterly installments beginning in the third quarter of the 2016 calendar year and ending in the third quarter of the 2017 calendar year). The Purchase Agreement provides for post-closing adjustments based on (i) net working capital (which may result in a cash payment by the Company to Sharecare in the event of a net working capital deficit, or an increase in the face amount of the ACER in the event of a net working capital surplus), (ii) negative cash flows of the TPHS business during the Transition Year in excess of $25.0 million (which may result in a reduction in the face amount of the ACER up to a maximum reduction of $20.0 million), and (iii) any successful claims for indemnification by Sharecare (which may result in a reduction in the face amount of the ACER, unless the Company elects, in its sole discretion, to satisfy any such successful claims with cash payments). We expect to incur between $35 million and $45 million in additional charges related to discontinued operations, which includes the $25.0 million payment to Sharecare that we made at the closing of the transaction contemplated by the Purchase Agreement in accordance with its terms. The terms of the Purchase Agreement also impact other existing contractual commitments. The minimum fee requirements under our technology services outsourcing agreement with HP Enterprise Services, LLC will be eliminated; however, based upon current required service level assumptions we expect annual service fees of approximately $2.5 million. Following the closing, Mr. Alfred Lumsdaine, the Company's Executive Vice President, Chief Financial and Administrative Officer, accepted employment with Sharecare, and in connection with such transition, his Amended and Restated Employment Agreement with the Company, dated November 30, 2012, has terminated effective July 31, 2016. Mr. Lumsdaine will remain employed by the Company until September 30, 2016, pursuant to the terms of a separation and general release agreement. On August 4, 2016, we entered into the Eighth Amendment to the Fifth Amended Credit Agreement. The Eighth Amendment (1) extends the expiration date of the Company's revolving credit facility and the maturity date of the Company's term loan facility under the Fifth Amended Credit Agreement from June 8, 2017 to June 8, 2018 (the "Extended Maturity Date") and (2) amends the definition of "Consolidated EBITDA" to include an add-back for certain non-cash gains and to take into account certain financial consequences of the sale by the Company of its TPHS business to Sharecare, Inc. pursuant to terms of the Purchase Agreement. The Eighth Amendment contemplated that some lenders might not agree to the Extended Maturity Date and preserved June 8, 2017 as the non-extended maturity date (the "Non-Extended Maturity Date") for such lenders. Lenders holding $45.3 million of the revolving commitments and $25.4 million of outstanding term loans did not consent to the Extended Maturity Date. On the Non-Extended Maturity Date, the revolving commitments of non-consenting revolving lenders will terminate and any outstanding term loans and revolving loans owed to non-consenting lenders must be paid in full. The outstanding revolving loans under the revolving credit facility held by consenting lenders must be paid in full on June 8, 2018. Effective July 31, 2016, in connection with the Closing, the Company and CareFirst agreed to terminate the Investment Agreement (discussed in Note 7). In connection with the Closing, all of the Commercial Agreements between the Company and CareFirst relating to the TPHS business were transferred to Healthways SC that, effective at the Closing, became a wholly-owned subsidiary of Sharecare. As a result, CareFirst will no longer have the opportunity to earn Warrants in respect of the periods following the Closing. The Convertible Note, the Registration Rights Agreement and the CareFirst Warrants previously issued to CareFirst were not affected by the termination of the Investment Agreement and remain in full force and effect according to their terms.

Discontinued Operations (Tables

Discontinued Operations (Tables)	6 Months Ended
	Jun. 30, 2016
Discontinued Operations and Disposal Groups [Abstract]
Assets and liabilities held for sale	The following table presents the aggregate carrying amounts of the major classes of assets and liabilities related to the TPHS business to be disposed of: (in thousands) June 30, 2016 December 31, 2015 Cash and cash equivalents $ 2,587 $ 1,637 Accounts receivable, net 42,920 57,587 Prepaid expenses 4,116 2,545 Other current assets 1,749 2,722 Income taxes receivable 910 819 Deferred tax asset — 492 Property and equipment 114,049 133,982 Long-term deferred tax asset 423 — Other assets 11,493 10,705 Intangible assets, net 30,234 31,791 Loss recognized on impairment of held for sale long-lived assets (156,199 ) — Total assets $ 52,282 $ 242,280 Accounts payable $ 17,201 19,851 Accrued salaries and benefits 15,600 14,380 Accrued liabilities 15,827 21,690 Deferred revenue 6,980 6,931 Contract billings in excess of earned revenue 12,337 12,792 Total liabilities $ 67,945 $ 75,644
Disposal Groups Including Discontinued Operations Income Statement [Text Block]	The following table presents key financial results of the TPHS business included in "losses from discontinued operations" for the three and six months ended June 30, 2016 and 2015. Three Months Ended Six Months Ended June 30, June 30, (in thousands) 2016 2015 2016 2015 Revenues $ 65,546 $ 84,648 $ 128,751 $ 162,861 Cost of services 71,230 82,176 143,722 163,528 Selling, general & administrative expenses 4,772 8,820 11,555 17,084 Depreciation and amortization 10,701 10,350 21,575 21,132 Restructuring and related charges 2,722 — 8,424 — Interest expense 283 383 560 680 Pretax loss on discontinued operations (24,162 ) (17,081 ) (57,085 ) (39,563 ) Pretax loss on sale of business (4,826 ) — (4,826 ) — Pretax loss on impairment of held for sale (158,354 ) — (158,354 ) — Total pretax loss on discontinued operations (187,342 ) (17,081 ) (220,265 ) (39,563 ) Income tax expense (benefit) 8,112 (6,442 ) 8,292 (15,331 ) Losses from discontinued operations, net of income tax expense (benefit) $ (195,454 ) $ (10,639 ) $ (228,557 ) $ (24,232 )
Disposal Groups Including Discontinued Operations Depreciation Amortization And Significant Operating And Investing Non Cash Items Of Discontinued Operations [Text Block]	The depreciation, amortization and significant operating and investing non-cash items of the discontinued operations were as follows: Six Months Ended (in thousands) June 30, 2016 June 30, 2015 Depreciation and amortization on discontinued operations $ 21,575 $ 21,132 Capital expenditures on discontinued operations 7,680 15,490 Share-based compensation on discontinued operations 3,159 3,142

Goodwill (Tables)

Goodwill (Tables)	6 Months Ended
	Jun. 30, 2016
Goodwill [Abstract]
Change in carrying amount of goodwill	The change in carrying amount of goodwill during the years ended December 31, 2014, 2015 and the six months ended June 30, 2016 is shown below: (in thousands) Balance, December 31, 2013 $ 338,800 Other adjustments — Balance, December 31, 2014 338,800 Navvis sale (1,826 ) Balance, December 31, 2015 336,974 MeYou Health sale (2,294 ) Balance, June 30, 2016 $ 334,680

Share-Based Compensation (Table

Share-Based Compensation (Tables)	6 Months Ended
	Jun. 30, 2016
Share-Based Compensation [Abstract]
Summary of option activity	A summary of our stock options as of June 30, 2016, and changes during the six months then ended is presented below: Shares (000s) Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value ($000s) Options Outstanding at January 1, 2016 2,122 $ 13.34 Granted — — Exercised (5 ) 6.61 Forfeited (10 ) 13.40 Expired (99 ) 21.35 Outstanding at June 30, 2016 2,008 12.96 5.13 1,788 Exercisable at June 30, 2016 1,693 $ 12.98 4.93 1,627
Summary of nonvested shares	The following table shows a summary of our restricted stock and restricted stock units as of June 30, 2016, as well as activity during the six months then ended: Restricted Stock and Restricted Stock Units Nonvested Shares Shares (000s) Weighted- Average Grant Date Fair Value Nonvested at January 1, 2016 1,618 $ 12.35 Granted 837 10.46 Vested (204 ) 13.05 Forfeited (146 ) 11.74 Nonvested at June 30, 2016 2,105 $ 11.58
Schedule of Market Stock Units [Table Text Block]	The following table shows a summary of our market stock units as of June 30, 2016, as well as activity during the six months then ended: Market Stock Units Shares (000s) Weighted- Average Grant Date Fair Value Nonvested at January 1, 2016 474 $ 6.53 Granted 217 7.15 Vested — — Forfeited (9 ) 6.48 Nonvested at June 30, 2016 682 $ 6.73

Long-Term Debt (Tables)

Long-Term Debt (Tables)	6 Months Ended
	Jun. 30, 2016
Long-Term Debt [Abstract]
Schedule of Debt [Table Text Block]	The Company's long-term debt, net of unamortized deferred loan costs, consisted of the following at June 30, 2016 and December 31, 2015: (in thousands) June 30, 2016 December 31, 2015 Cash Convertible Notes, net of unamortized discount $ 133,993 $ 130,296 CareFirst Convertible Note 20,000 20,000 Fifth Amended Credit Agreement: Term Loan 70,000 80,000 Revolver — — Capital lease obligations and other 4,595 5,374 228,588 235,670 Less: deferred loan costs (2,969 ) (4,073 ) 225,619 231,597 Less: current portion (43,226 ) (23,308 ) $ 182,393 $ 208,289

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2016
Fair Value Measurements [Abstract]
Assets and liabilities measured at fair value on a recurring basis	The following tables present our assets and liabilities measured at fair value on a recurring basis at June 30, 2016, and December 31, 2015: (In $000s) June 30, 2016 Level 2 Level 3 Gross Fair Value Netting (1) Net Fair Value Assets: Foreign currency exchange contracts $ 200 $ — $ 200 $ (157 ) $ 43 Cash Convertible Notes Hedges — 6,470 6,470 — 6,470 Liabilities: Foreign currency exchange contracts $ 180 $ — $ 180 $ (157 ) $ 23 Interest rate swap agreements 256 — 256 — 256 Cash Conversion Derivative — 6,470 6,470 — 6,470 Gallup Derivative — 4,823 4,823 — 4,823 (In $000s) December 31, 2015 Level 2 Level 3 Gross Fair Value Netting (1) Net Fair Value Assets: Foreign currency exchange contracts $ 284 $ — $ 284 $ (26 ) $ 258 Cash Convertible Notes Hedges — 12,632 12,632 — 12,632 Liabilities: Foreign currency exchange contracts $ 48 $ — $ 48 $ (26 ) $ 22 Interest rate swap agreements 397 — 397 — 397 Cash Conversion Derivative — 12,632 12,632 — 12,632 Gallup Derivative — 6,339 6,339 — 6,339 (1)
Level 3 Financial Instruments	The following table presents our financial instruments measured at fair value on a recurring basis using unobservable inputs (Level 3): (In $000s) Balance at December 31, 2015 Purchases of Level 3 Instruments Settlements of Level 3 Instruments Gains/(Losses) Included in Earnings Balance at June 30, 2016 Cash Convertible Notes Hedges $ 12,632 $ — $ — $ (6,162 ) $ 6,470 Cash Conversion Derivative (12,632 ) — — 6,162 (6,470 ) Gallup Derivative (6,339 ) — 1,516 — (4,823 )

Derivative Instruments and He28

Derivative Instruments and Hedging Activities (Tables)	6 Months Ended
	Jun. 30, 2016
Derivative Instruments and Hedging Activities [Abstract]
Effect of cash flow hedges on the consolidated balance sheets	The following table shows the effect of our cash flow hedges on the consolidated balance sheets during the three and six months ended June 30, 2016 and 2015: (In $000s) For the Three Months Ended For the Six Months Ended Derivatives in Cash Flow Hedging Relationships June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 Loss related to effective portion of derivatives recognized in accumulated OCI, gross of tax effect $ 31 $ 54 $ 123 $ 255 Loss related to effective portion of derivatives reclassified from accumulated OCI to interest expense, gross of tax effect $ (131 ) $ (96 ) $ (264 ) $ (194 )
Schedule of Other Derivatives Not Designated as Hedging Instruments, Statements of Financial Performance and Financial Position, Location [Table Text Block]	The gains and losses resulting from a change in fair values of the Cash Conversion Derivative, the Cash Convertible Notes Hedges and the Gallup Derivative are reported in the consolidated statements of comprehensive income (loss) as follows: (In $000s) Three Months Ended June 30, 2016 Six Months Ended June 30, 2016 Statements of Comprehensive Income (Loss) Classification Cash Convertible Notes Hedges: Net unrealized gain (loss) $ 1,441 (6,162 ) Selling, general and administrative expenses Cash Conversion Derivative: Net unrealized gain (loss) $ (1,441 ) 6,162 Selling, general and administrative expenses Gallup Derivative: Net loss — — Loss from discontinued operations
Fair values of derivative instruments	The estimated gross fair values of derivative instruments at June 30, 2016 and December 31, 2015, excluding the impact of netting derivative assets and liabilities when a legally enforceable master netting agreement exists, were as follows: June 30, 2016 December 31, 2015 (In $000s) Foreign currency exchange contracts Interest rate swap agreements Cash Convertible Notes Hedges and Cash Conversion Derivative Gallup Derivative Foreign currency exchange contracts Interest rate swap agreements Cash Convertible Notes Hedges and Cash Conversion Derivative Gallup Derivative Assets: Derivatives not designated as hedging instruments: Other current assets $ 200 $ — $ — $ — $ 284 $ — $ — $ — Other assets — — 6,470 — — — 12,632 — Total assets $ 200 $ — $ 6,470 $ — $ 284 $ — $ 12,632 $ — Liabilities: Derivatives not designated as hedging instruments: Accrued liabilities $ 180 $ — $ — $ 3,409 $ 48 $ — $ — $ 3,323 Other long-term liabilities — — 6,470 1,414 — — 12,632 3,016 Derivatives designated as hedging instruments: Accrued liabilities — 256 — — — 397 — — Other long-term liabilities — — — — — — — — Total liabilities $ 180 $ 256 $ 6,470 $ 4,823 $ 48 $ 397 $ 12,632 $ 6,339 See also Note 9 for more information on fair value measurements.

Earnings Per Share (Tables)

Earnings Per Share (Tables)	6 Months Ended
	Jun. 30, 2016
Earnings Per Share [Abstract]
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]	The following is a reconciliation of the numerator and denominator of basic and diluted earnings per share for the three and six months ended June 30, 2016 and 2015: (In 000s, except per share data) Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2016 2015 2016 2015 Numerator: Net income from continuining operations attributable to Healthways, Inc. - numerator for earnings per share $ 19,962 $ 10,756 $ 39,168 $ 21,436 Net loss from discontinued operations attributable to Healthways, Inc. - numerator for loss per share $ (195,558 ) $ (10,336 ) $ (228,973 ) $ (23,929 ) Denominator: Shares used for basic income per share 36,172 35,734 36,140 35,664 Effect of dilutive securities outstanding: Non-qualified stock options 235 770 177 913 Restricted stock units 586 372 524 406 Market stock units 231 — 202 — CareFirst Warrants 3 5 — 19 Shares used for diluted income per share 37,227 36,881 37,043 $ 37,002 Earnings (loss) per share attributable to Healthways, Inc. - basic: Continuing operations $ 0.55 $ 0.30 $ 1.08 $ 0.60 Discontinued operations $ (5.41 ) $ (0.29 ) $ (6.34 ) $ (0.67 ) Earnings (loss) per share attributable to Healthways, Inc. - diluted: Continuing operations $ 0.54 $ 0.29 $ 1.06 $ 0.58 Discontinued operations $ (5.25 ) $ (0.28 ) $ (6.18 ) $ (0.65 ) Dilutive securities outstanding not included in the computation of loss per share because their effect is antidilutive: Non-qualified stock options 1,198 560 1,486 394 Restricted stock units 579 277 679 2 Warrants related to Cash Convertible Notes 7,707 7,707 7,707 7,707 CareFirst Convertible Note 892 892 892 892 CareFirst Warrants 472 198 591 114

Accumulated OCI (Tables)

Accumulated OCI (Tables)	6 Months Ended
	Jun. 30, 2016
Accumulated OCI [Abstract]
Schedule of changes in accumulated other comprehensive income (AOCI)	The following tables summarize the changes in accumulated OCI, net of tax, for the six months ended June 30, 2016 and 2015: (In $000s) Net Change in Fair Value of Interest Rate Swaps Foreign Currency Translation Adjustments Total Accumulated OCI, net of tax, as of January 1, 2016 $ (239 ) $ (3,848 ) $ (4,087 ) Other comprehensive loss before reclassifications, net of tax (74 ) 566 492 Amounts reclassified from accumulated OCI, net of tax 159 — 159 Net increase in other comprehensive income (loss), net of tax 85 566 651 Accumulated OCI, net of tax, as of June 30, 2016 $ (154 ) $ (3,282 ) $ (3,436 ) (In $000s) Net Change in Fair Value of Interest Rate Swaps Foreign Currency Translation Adjustments Total Accumulated OCI, net of tax, as of January 1, 2015 $ (342 ) $ (1,706 ) $ (2,048 ) Other comprehensive income (loss) before reclassifications, net of tax (133 ) (1,245 ) (1,378 ) Amounts reclassified from accumulated OCI, net of tax 117 — 117 Net increase (decrease) in other comprehensive income (loss), net of tax (16 ) (1,245 ) (1,261 ) Accumulated OCI, net of tax, as of June 30, 2015 $ (358 ) $ (2,951 ) $ (3,309 )
Reclassification out of Accumulated Other Comprehensive Income	The following table provides details about reclassifications out of accumulated OCI for the six months ended June 30, 2016 and 2015: Six Months Ended June 30, Statement of Comprehensive (In $000s) 2016 2015 Loss Classification Interest rate swaps $ 264 $ 194 Interest expense (105 ) (77 ) Income tax benefit $ 159 $ 117 Net of tax See Note 10 for further discussion of our interest rate swaps.

Restructuring and Related Cha31

Restructuring and Related Charges and Impairment Loss (Tables)	6 Months Ended
	Jun. 30, 2016
Restructuring and Related Charges and Impairment Loss [Abstract]
Change in accrued restructuring and related charges	The following table shows the costs incurred for the six months ended June 30, 2016 directly related to our 2015 Restructuring Plan and other restructuring costs: (In $000s) Severance and Other Employee-Related Costs Consulting and Other Costs (1) Total Accrued restructuring and related charges liability as of January 1, 2016 $ 7,093 $ 2,900 $ 9,993 2015 Restructuring Plan charges 4,721 3,744 8,465 Cash payments (4,686 ) (4,551 ) (9,237 ) Non-cash charges (2) (9 ) — (9 ) Accrued restructuring and related charges liability as of June 30, 2016 $ 7,119 $ 2,093 $ 9,212 (1) (2)

Recent Accounting Standards (De

Recent Accounting Standards (Details) - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015
Recent Accounting Standards
Unamortized Debt Issuance Costs	$ 2,969	$ 4,073

Discontinued Operations (Detail

Discontinued Operations (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract]
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest	$ (195,454)	$ (10,639)	$ (228,557)	$ (24,232)
TPHS Business [Member] | Discontinued Operations, Held-for-sale [Member]
Disposal Group, Including Discontinued Operation, Assets, Current [Abstract]
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents	2,587		2,587		$ 1,637
Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net	42,920		42,920		57,587
Disposal Group, Including Discontinued Operation, Prepaid and Other Assets, Current	4,116		4,116		2,545
Disposal Group, Including Discontinued Operation, Other Assets, Current	1,749		1,749		2,722
Disposal Group Including Discontinued Operation Income Taxes Receivable, Current	910		910		819
Disposal Group, Including Discontinued Operation, Deferred Tax Asset, Current	0		0		492
Disposal Group, Including Discontinued Operation, Assets, Noncurrent [Abstract]
Disposal Group, Including Discontinued Operation, Property, Plant and Equipment, Current	114,049		114,049		133,982
Disposal Group, Including Discontinued Operation, Deferred Tax Assets, Noncurrent	423		423		0
Disposal Group, Including Discontinued Operation, Other Assets, Noncurrent	11,493		11,493		10,705
Disposal Group, Including Discontinued Operation, Intangible Assets, Noncurrent	30,234		30,234		31,791
Disposal Group Including Discontinued Operation Loss Recognized On Classification As Held For Sale	(156,199)		(156,199)		0
Disposal Group, Including Discontinued Operation, Assets, Total	52,282		52,282		242,280
Disposal Group, Including Discontinued Operation, Liabilities, Current [Abstract]
Disposal Group, Including Discontinued Operation, Accounts Payable, Current	17,201		17,201		19,851
Disposal Group, Including Discontinued Operation, Accrued Salaries And Benefits, Current	15,600		15,600		14,380
Disposal Group, Including Discontinued Operation, Accrued Liabilities, Current	15,827		15,827		21,690
Disposal Group, Including Discontinued Operation, Deferred Revenue, Current	6,980		6,980		6,931
Disposal Group, Including Discontinued Operation, Contract Billings In Excess Of Earned Revenue, Current	12,337		12,337		12,792
Disposal Group, Including Discontinued Operation, Liabilities, Total	67,945		67,945		$ 75,644
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract]
Disposal Group, Including Discontinued Operation, Revenue	65,546	84,648	128,751	162,861
Disposal Group, Including Discontinued Operation, Costs of Goods Sold	71,230	82,176	143,722	163,528
Disposal Group, Including Discontinued Operation, General and Administrative Expense	4,772	8,820	11,555	17,084
Disposal Group, Including Discontinued Operation, Depreciation and Amortization	10,701	10,350	21,575	21,132
Disposal Group Including Discontinued Operations Restructuring And Related Charges	2,722	0	8,424	0
Disposal Group, Including Discontinued Operation, Interest Expense	283	383	560	680
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax	(24,162)	(17,081)	(57,085)	(39,563)
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax	(4,826)	0	(4,826)	0
Discontinued Operation Amount Of Gain Loss On Classification As Held For Sale Before Income Tax	(158,354)	0	(158,354)	0
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax	(187,342)	(17,081)	(220,265)	(39,563)
Discontinued Operation, Tax Effect of Discontinued Operation	8,112	(6,442)	8,292	(15,331)
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest	$ (195,454)	$ (10,639)	(228,557)	(24,232)
Discontinued Operation, Alternative Cash Flow Information [Abstract]
Depreciation and Amortization, Discontinued Operations			21,575	21,132
Capital Expenditure, Discontinued Operations			7,680	15,490
Share Based Compensation Discontinued Operations			$ 3,159	$ 3,142

Goodwill (Details)

Goodwill (Details) - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015	Dec. 31, 2014
Goodwill Rollforward
Goodwill, net	$ 336,974,000	$ 338,800,000	$ 338,800,000	$ 338,800,000
Other adjustments				0
Sale of business	(2,294,000)		(1,826,000)
Goodwill, net	334,680,000		336,974,000	$ 338,800,000
Sale of Business [Line Items]
Proceeds from sale of business	5,156,000	0
(Gain) loss on sale of business	(4,826,000)	$ 0
Goodwill, Gross	517,000,000		519,300,000
Goodwill, Impaired, Accumulated Impairment Loss	182,400,000		182,400,000
Navvis & Company [Member]
Sale of Business [Line Items]
Proceeds from sale of business			4,400,000
(Gain) loss on sale of business			$ (1,873,000)
MeYou Health, LLC [Member]
Sale of Business [Line Items]
Proceeds from sale of business	5,500,000
(Gain) loss on sale of business	$ 4,826,000

Share-Based Compensation (Detai

Share-Based Compensation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Aggregate Intrinsic Value [Abstract]
Cash received from option exercises			$ 30	$ 1,292
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated share-based compensation	$ 2,427	$ 3,417	$ 5,313	$ 5,797
Stock Options [Member]
Shares [Roll Forward]
Outstanding, beginning of period (in shares)			2,122
Granted (in shares)			0
Exercised (in shares)			(5)
Forfeited (in shares)			(10)
Expired (in shares)			(99)
Outstanding, end of period (in shares)	2,008		2,008
Exercisable, end of period (in shares)	1,693		1,693
Weighted-Average Exercise Price [Roll Forward]
Outstanding, beginning of period (in dollars per share)			$ 13.34
Granted (in dollars per share)			0
Exercised (in dollars per share)			6.61
Forfeited (in dollars per share)			13.4
Expired (in dollars per share)			21.35
Outstanding, end of period (in dollars per share)	$ 12.96		12.96
Exercisable, end of period (in dollars per share)	$ 12.98		$ 12.98
Weighted-Average Remaining Contractual Term [Abstract]
Outstanding	5 years 1 month 17 days
Exercisable	4 years 11 months 5 days
Aggregate Intrinsic Value [Abstract]
Outstanding	$ 1,788		$ 1,788
Exercisable	$ 1,627		$ 1,627
Market Stock Units [Member]
Shares [Roll Forward]
Nonvested, beginning of period (in shares)			474
Granted (in shares)			217
Vested (in shares)			0
Forfeited (in shares)			(9)
Nonvested, end of period (in shares)	682		682
Weighted-Average Grant Date Fair Value [Roll Forward]
Nonvested, beginning of period (in dollars per share)			$ 6.53
Granted (in dollars per share)			7.15
Vested (in dollars per share)			0
Forfeited (in dollars per share)			6.48
Nonvested, end of period (in dollars per share)	$ 6.73		$ 6.73
Restricted Stock and Restricted Stock Units (RSUs) [Member]
Shares [Roll Forward]
Nonvested, beginning of period (in shares)			1,618
Granted (in shares)			837
Vested (in shares)			(204)
Forfeited (in shares)			(146)
Nonvested, end of period (in shares)	2,105		2,105
Weighted-Average Grant Date Fair Value [Roll Forward]
Nonvested, beginning of period (in dollars per share)			$ 12.35
Granted (in dollars per share)			10.46
Vested (in dollars per share)			13.05
Forfeited (in dollars per share)			11.74
Nonvested, end of period (in dollars per share)	$ 11.58		$ 11.58

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Income Taxes [Abstract]
Effective tax rate	0.00%	39.20%	0.00%	39.60%
Open Tax Year	2,012
Valuation Allowance increase on certain deferred tax assets			$ 79.3

Long-Term Debt, Table (Details)

Long-Term Debt, Table (Details) - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015
Debt, Long-term and Short-term, Combined Amount [Abstract]
Debt, Long-term and Short-term, Combined Amount	$ 228,588	$ 235,670
Unamortized Deferred Loan Costs	(2,969)	(4,073)
Total Debt including debt held for sale as discontinued operations	225,619	231,597
Short-term Debt	(43,226)	(23,308)
Long-term Debt, excluding current portion	182,393	208,289
Cash Convertible Notes, net of unamortized discount
Debt, Long-term and Short-term, Combined Amount [Abstract]
Debt, Long-term and Short-term, Combined Amount	133,993	130,296
CareFirst Convertible Note [Member]
Debt, Long-term and Short-term, Combined Amount [Abstract]
Debt, Long-term and Short-term, Combined Amount	20,000	20,000
Term Loan Facility [Member]
Debt, Long-term and Short-term, Combined Amount [Abstract]
Debt, Long-term and Short-term, Combined Amount	70,000	80,000
Revolver
Debt, Long-term and Short-term, Combined Amount [Abstract]
Debt, Long-term and Short-term, Combined Amount	0	0
Capital lease obligations and other
Debt, Long-term and Short-term, Combined Amount [Abstract]
Debt, Long-term and Short-term, Combined Amount	$ 4,595	$ 5,374

Long-Term Debt (Details)

Long-Term Debt (Details)	Oct. 01, 2019	Oct. 01, 2013	Jun. 30, 2016USD ($)$ / sharesshares	Jun. 30, 2016USD ($)$ / sharesshares	Jun. 30, 2015USD ($)
Debt Instrument [Line Items]
Date of Registration Rights Agreement		Oct. 1, 2013
Debt Instrument, Interest Rate, Effective Percentage			5.70%	5.70%
Amortization of debt discount				$ 3,698,000	$ 3,495,000
Debt Instrument, Unamortized Discount			$ 17,879,000	17,879,000
Deferred Finance Costs, Gross			$ 3,939,543	$ 3,939,543
Interest Rate for Notes			1.50%	1.50%
Aggregate Principal of convertible notes			$ 150,000,000	$ 150,000,000
Debt Instrument, Convertible, Conversion Price | $ / shares			$ 19.46	$ 19.46
Notional amount of foreign currency exchange contracts			$ 32,400,000	$ 32,400,000
Payments for Hedge, Financing Activities			$ 36,750,000
Initial Conversion rate | $ / shares			$ 19.46	$ 19.46
Warrants Strike Price | $ / shares			$ 25.95	$ 25.95
Conversion price premium percentage			60.00%	60.00%
CareFirst Warrant Shares Maximum | shares			1,600,000
CareFirst Warrant Shares for one year period | shares			400,000
CareFirst Warrants Outstanding | shares			39,903	39,903
Warrants Weighted Average Exercise Price | $ / shares			$ 15.83	$ 15.83
Debt Discount at time of issuance			$ 36,750,000	$ 36,750,000
Cash Convertible Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Convertible, Conversion Ratio			51.38
CareFirst Convertible Note [Member]
Debt Instrument [Line Items]
Notes, Issuance Date		Oct. 1, 2013
Debt Instrument, Maturity Date	Oct. 1, 2019
Interest Rate for Notes			4.75%	4.75%
Aggregate Principal of convertible notes			$ 20,000,000	$ 20,000,000
Debt Instrument, Convertible, Conversion Price | $ / shares			$ 22.41	$ 22.41
Initial Conversion rate | $ / shares			$ 22.41	$ 22.41

Long-Term Debt, Line of Credit

Long-Term Debt, Line of Credit and Term Loan (Details) - USD ($) $ in Millions	Jun. 08, 2017	Jun. 08, 2012	Jun. 30, 2016	Jun. 08, 2018
Line of Credit Facility [Line Items]
Initiation date		Jun. 8, 2012
Expiration date	Jun. 8, 2017
Amount outstanding			$ 70
Availability under the revolving credit facility under most restrictive covenant			$ 46
Interest rate description			Borrowings under the Fifth Amended Credit Agreement generally bear interest at variable rates based on a margin or spread in excess of either (1) the one-month, two-month, three-month or six-month rate (or with the approval of affected lenders, nine-month or twelve-month rate) for Eurodollar deposits ("LIBOR", which may not be less than zero), or (2) the greatest of (a) the SunTrust Bank prime lending rate, (b) the federal funds rate plus 0.50% and (c) one-month LIBOR plus 1.00% (the "Base Rate"), as selected by the Company. The LIBOR margin varies between 1.75% and 3.00%, and the Base Rate margin varies between 0.75% and 2.00%, depending on our leverage ratio.
Commitment fee description			The Fifth Amended Credit Agreement also provides for an annual fee ranging between 0.30% and 0.50% of the unused commitments under the revolving credit facility.
Eighth Amendment to Credit Agreement				On August 4, 2016, we entered into the Eighth Amendment to the Fifth Amended Credit Agreement (the "Eighth Amendment"). The Eighth Amendment (1) extends the expiration date of the Company's revolving credit facility and the maturity date of the Company's term loan facility under the Fifth Amended Credit Agreement from June 8, 2017 to June 8, 2018 (the "Extended Maturity Date") and (2) amends the definition of "Consolidated EBITDA" to include an add-back for certain non-cash gains and to take into account certain financial consequences of the sale by the Company of its TPHS business to Sharecare, Inc. pursuant to the terms of the Membership Interest Purchase Agreement among the Company, Sharecare, Inc. and Healthways SC, LLC. The Eighth Amendment contemplated that some lenders might not agree to the Extended Maturity Date and preserved June 8, 2017 as the non-extended maturity date (the "Non-Extended Maturity Date") for such lenders. Lenders holding $45,312,500 of the revolving commitments and $25,375,000 of outstanding term loans did not consent to the Extended Maturity Date. On the Non-Extended Maturity Date, the revolving commitments of non-consenting revolving lenders will terminate and any outstanding term loans and revolving loans owed to non-consenting lenders must be paid in full. The outstanding revolving loans under the revolving credit facility held by consenting lenders must be paid in full on June 8, 2018. We are required to repay term loans in quarterly principal installments aggregating 2.500% of the original aggregate principal amount of the term loans ($5,000,000) during each of the remaining quarters prior to maturity on June 8, 2018, at which time the entire unpaid principal balance of the term loans held by consenting lenders is due and payable.
Fifth Amended Credit Agreement [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity			$ 125
Letters of Credit Sub Facility [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity			70
Swingline Sub Facility [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity			20
Term Loan Facility [Member]
Line of Credit Facility [Line Items]
Maturity date	Jun. 8, 2017
Uncommitted Incremental Accordion Facility [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity			$ 100

Commitments and Contingencies (

Commitments and Contingencies (Details) $ in Millions	Jun. 30, 2016USD ($)
Contractual Commitment [Abstract]
Minimum remaining contractual cash obligations	$ 24
Total minimum payments required under outsourcing agreement over remaining term	64.4
Estimate of remaining payments pursuant to outsourcing agreement	$ 135.1

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	6 Months Ended
	Jun. 30, 2016	Dec. 31, 2015
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases, (Sales), Issuances, (Settlements) [Abstract]
Cash and cash equivalents	$ 4,635,000	$ 233,000
Aggregate Principal of convertible notes	150,000,000
Gallup Derivative [Member]
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases, (Sales), Issuances, (Settlements) [Abstract]
Balance at beginning of period	(6,339,000)
Purchases of Level 3 instruments	0
Settlements of Level 3 instruments	1,516,000
Gains/(Losses) included in Earnings	0
Balance at end of period	(4,823,000)
Cash Convertible Notes Hedge [Member]
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases, (Sales), Issuances, (Settlements) [Abstract]
Balance at beginning of period	12,632,000
Purchases of Level 3 instruments	0
Settlements of Level 3 instruments	0
Gains/(Losses) included in Earnings	(6,162,000)
Balance at end of period	6,470,000
Fifth Amended Credit Facility [Member]
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases, (Sales), Issuances, (Settlements) [Abstract]
Carrying Amount of Outstanding borrowings under the Fifth Amended Credit Agreement	70,000,000
Fair Value of Outstanding borrowings under the Fifth Amended Credit Agreement	69,500,000
Cash Convertible Notes [Member]
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases, (Sales), Issuances, (Settlements) [Abstract]
Aggregate Principal of convertible notes	150,000,000
Debt Instrument, Carrying Amount	134,000,000
Debt Instrument, Fair Value	141,300,000
Cash Conversion Derivative [Member]
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases, (Sales), Issuances, (Settlements) [Abstract]
Balance at beginning of period	(12,632,000)
Purchases of Level 3 instruments	0
Settlements of Level 3 instruments	0
Gains/(Losses) included in Earnings	6,162,000
Balance at end of period	(6,470,000)
CareFirst Convertible Note [Member]
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases, (Sales), Issuances, (Settlements) [Abstract]
Debt Instrument, Carrying Amount	20,000,000
Debt Instrument, Fair Value	20,000,000
Recurring [Member] | Gallup Derivative [Member]
Liabilities measured at fair value on a recurring basis
Gross Fair Value	4,823,000	6,339,000
Netting	0	0
Net Fair Value	4,823,000	6,339,000
Recurring [Member] | Gallup Derivative [Member] | Level 2 [Member]
Liabilities measured at fair value on a recurring basis
Gross Fair Value	0	0
Recurring [Member] | Gallup Derivative [Member] | Level 3 [Member]
Liabilities measured at fair value on a recurring basis
Gross Fair Value	4,823,000	6,339,000
Recurring [Member] | Foreign Exchange Contract [Member]
Assets measured at fair value on a recurring basis
Gross Fair Value	200,000	284,000
Netting	(157,000)	(26,000)
Net Fair Value	43,000	258,000
Liabilities measured at fair value on a recurring basis
Gross Fair Value	180,000	48,000
Netting	(157,000)	(26,000)
Net Fair Value	23,000	22,000
Recurring [Member] | Foreign Exchange Contract [Member] | Level 2 [Member]
Assets measured at fair value on a recurring basis
Gross Fair Value	200,000	284,000
Liabilities measured at fair value on a recurring basis
Gross Fair Value	180,000	48,000
Recurring [Member] | Foreign Exchange Contract [Member] | Level 3 [Member]
Assets measured at fair value on a recurring basis
Gross Fair Value	0	0
Liabilities measured at fair value on a recurring basis
Gross Fair Value	0	0
Recurring [Member] | Interest Rate Swap [Member]
Liabilities measured at fair value on a recurring basis
Gross Fair Value	256,000	397,000
Netting	0	0
Net Fair Value	256,000	397,000
Recurring [Member] | Interest Rate Swap [Member] | Level 2 [Member]
Liabilities measured at fair value on a recurring basis
Gross Fair Value	256,000	397,000
Recurring [Member] | Interest Rate Swap [Member] | Level 3 [Member]
Liabilities measured at fair value on a recurring basis
Gross Fair Value	0	0
Recurring [Member] | Cash Convertible Notes Hedge [Member]
Assets measured at fair value on a recurring basis
Gross Fair Value	6,470,000	12,632,000
Netting	0	0
Net Fair Value	6,470,000	12,632,000
Recurring [Member] | Cash Convertible Notes Hedge [Member] | Level 2 [Member]
Assets measured at fair value on a recurring basis
Gross Fair Value	0	0
Recurring [Member] | Cash Convertible Notes Hedge [Member] | Level 3 [Member]
Assets measured at fair value on a recurring basis
Gross Fair Value	6,470,000	12,632,000
Recurring [Member] | Cash Conversion Derivative [Member]
Liabilities measured at fair value on a recurring basis
Gross Fair Value	6,470,000	12,632,000
Netting	0	0
Net Fair Value	6,470,000	12,632,000
Recurring [Member] | Cash Conversion Derivative [Member] | Level 2 [Member]
Liabilities measured at fair value on a recurring basis
Gross Fair Value	0	0
Recurring [Member] | Cash Conversion Derivative [Member] | Level 3 [Member]
Liabilities measured at fair value on a recurring basis
Gross Fair Value	$ 6,470,000	$ 12,632,000

Derivative Instruments and He42

Derivative Instruments and Hedging Activities (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015
Derivatives, Fair Value [Line Items]
Current notional amount at March 31, 2016	$ 50,000		$ 50,000
Variable interest rate (in hundredths)	1.48%		1.48%
Fair Values of Derivative Instruments [Abstract]
Reclassification of net losses on interest rate swap agreements from accumulated OCI to interest expense within the next 12 months	$ 100		$ 100
Derivatives in Cash Flow Hedging Relationships [Abstract]
Loss related to effective portion of derivatives recognized in accumulated OCI, gross of tax effect	31	$ 54	123	$ 255
Loss related to effective portion of derivatives reclassified from accumulated OCI to interest expense, gross of tax effect	(131)	$ (96)	(264)	$ (194)
Gains or losses on cash flow hedges recognized in our consolidated statements of comprehensive income (loss) resulting from hedge ineffectiveness			0
Notional amount of foreign currency exchange contracts	32,400		32,400
Forward Contracts [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities	180		180
Forward Contracts [Member] | Derivatives Not Designated as Hedging Instruments [Member]
Fair Values of Derivative Instruments [Abstract]
Assets	200		200		$ 284
Forward Contracts [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Current Assets [Member]
Fair Values of Derivative Instruments [Abstract]
Assets	200		200		284
Forward Contracts [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Long-Term Liabilities [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities	0		0
Forward Contracts [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Noncurrent Assets [Member]
Fair Values of Derivative Instruments [Abstract]
Assets	0		0		0
Forward Contracts [Member] | Derivatives Designated as Hedging Instruments [Member] | Accrued Liabilities [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities	0		0
Swap [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities	256		256		397
Swap [Member] | Derivatives Not Designated as Hedging Instruments [Member]
Fair Values of Derivative Instruments [Abstract]
Assets	0		0		0
Swap [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Current Assets [Member]
Fair Values of Derivative Instruments [Abstract]
Assets	0		0		0
Swap [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Accrued Liabilities [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities					0
Swap [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Long-Term Liabilities [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities	0		0		0
Swap [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Noncurrent Assets [Member]
Fair Values of Derivative Instruments [Abstract]
Assets	0		0		0
Swap [Member] | Derivatives Designated as Hedging Instruments [Member] | Accrued Liabilities [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities	256		256		0
Swap [Member] | Derivatives Designated as Hedging Instruments [Member] | Other Long-Term Liabilities [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities					397
Interest Rate Swap Agreements [Member] | Swap [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Accrued Liabilities [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities	0		0
Interest Rate Swap Agreements [Member] | Swap [Member] | Derivatives Designated as Hedging Instruments [Member] | Other Long-Term Liabilities [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities	0		0
Foreign Currency Exchange Contracts [Member] | Forward Contracts [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities					48
Foreign Currency Exchange Contracts [Member] | Forward Contracts [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Accrued Liabilities [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities	180		180		48
Foreign Currency Exchange Contracts [Member] | Forward Contracts [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Long-Term Liabilities [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities					0
Foreign Currency Exchange Contracts [Member] | Forward Contracts [Member] | Derivatives Designated as Hedging Instruments [Member] | Accrued Liabilities [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities					0
Foreign Currency Exchange Contracts [Member] | Forward Contracts [Member] | Derivatives Designated as Hedging Instruments [Member] | Other Long-Term Liabilities [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities	0		0		0
Embedded Derivative Financial Instruments [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities	6,470		6,470		12,632
Embedded Derivative Financial Instruments [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Accrued Liabilities [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities	0		0		0
Embedded Derivative Financial Instruments [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Long-Term Liabilities [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities	6,470		6,470		12,632
Embedded Derivative Financial Instruments [Member] | Derivatives Designated as Hedging Instruments [Member] | Accrued Liabilities [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities	0		0		0
Embedded Derivative Financial Instruments [Member] | Derivatives Designated as Hedging Instruments [Member] | Other Long-Term Liabilities [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities	0		0		0
Cash Convertible Notes Hedge [Member] | Selling, General and Administrative Expenses [Member]
Derivatives in Cash Flow Hedging Relationships [Abstract]
Gains or losses on cash flow hedges recognized in our consolidated statements of comprehensive income (loss) resulting from hedge ineffectiveness	1,441		(6,162)
Cash Convertible Notes Hedge [Member] | Derivatives Not Designated as Hedging Instruments [Member]
Fair Values of Derivative Instruments [Abstract]
Assets	6,470		6,470		12,632
Cash Convertible Notes Hedge [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Current Assets [Member]
Fair Values of Derivative Instruments [Abstract]
Assets	0		0		0
Cash Convertible Notes Hedge [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Noncurrent Assets [Member]
Fair Values of Derivative Instruments [Abstract]
Assets	6,470		6,470		12,632
Cash Conversion Derivative [Member] | Selling, General and Administrative Expenses [Member]
Derivatives in Cash Flow Hedging Relationships [Abstract]
Gains or losses on cash flow hedges recognized in our consolidated statements of comprehensive income (loss) resulting from hedge ineffectiveness	(1,441)		6,162
Gallup Derivative [Member]
Derivatives in Cash Flow Hedging Relationships [Abstract]
Gains or losses on cash flow hedges recognized in our consolidated statements of comprehensive income (loss) resulting from hedge ineffectiveness	0		0
Gallup Derivative [Member] | Derivatives Not Designated as Hedging Instruments [Member]
Fair Values of Derivative Instruments [Abstract]
Assets	0		0		0
Gallup Derivative [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Current Assets [Member]
Fair Values of Derivative Instruments [Abstract]
Assets	0		0		0
Gallup Derivative [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Accrued Liabilities [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities	3,409		3,409		3,323
Gallup Derivative [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Long-Term Liabilities [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities	1,414		1,414		3,016
Gallup Derivative [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Noncurrent Assets [Member]
Fair Values of Derivative Instruments [Abstract]
Assets	0		0		0
Gallup Derivative [Member] | Derivatives Designated as Hedging Instruments [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities	4,823		4,823		6,339
Gallup Derivative [Member] | Derivatives Designated as Hedging Instruments [Member] | Accrued Liabilities [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities	0		0		0
Gallup Derivative [Member] | Derivatives Designated as Hedging Instruments [Member] | Other Long-Term Liabilities [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities	$ 0		$ 0		$ 0

Earnings Per Share (Details)

Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Numerator [Abstract]
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest	$ 19,962	$ 10,756	$ 39,168	$ 21,436
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent	$ (195,558)	$ (10,336)	$ (228,973)	$ (23,929)
Denominator [Abstract]
Shares used for basic income (loss) per share (in shares)	36,172	35,734	36,140	35,664
Effect of dilutive stock options and restricted stock units outstanding (in shares)			202	0
Shares used for diluted loss per share (in shares)	37,227	36,881	37,043	37,002
Earnings (loss) per share [Abstract]
Income (Loss) from Continuing Operations, Per Basic Share	$ 0.55	$ 0.30	$ 1.08	$ 0.60
Income (Loss) from Discontinued Operations and Disposal of Discontinued Operations, Net of Tax, Per Basic Share	(5.41)	(0.29)	(6.34)	(0.67)
Income (Loss) from Continuing Operations, Per Diluted Share	0.54	0.29	1.06	0.58
Income (Loss) from Discontinued Operations and Disposal of Discontinued Operations, Net of Tax, Per Diluted Share	$ (5.25)	$ (0.28)	$ (6.18)	$ (0.65)
Non-Qualified Stock Options [Member]
Denominator [Abstract]
Effect of dilutive stock options and restricted stock units outstanding (in shares)	235	770	177	913
Restricted Stock Units [Member]
Denominator [Abstract]
Effect of dilutive stock options and restricted stock units outstanding (in shares)	586	372	524	406
Market Stock Units [Member]
Denominator [Abstract]
Effect of dilutive stock options and restricted stock units outstanding (in shares)	231	0
Performance-based Stock Units
Denominator [Abstract]
Effect of dilutive stock options and restricted stock units outstanding (in shares)	0	0	0	0
CareFirst Warrants
Denominator [Abstract]
Effect of dilutive stock options and restricted stock units outstanding (in shares)	3	5	0	19
Non-Qualified Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive securities outstanding not included in the computation of loss per share because their effect is antidilutive (in shares)	1,198	560	1,486	394
Restricted Stock Units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive securities outstanding not included in the computation of loss per share because their effect is antidilutive (in shares)	579	277	679	2
Market Stock Units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive securities outstanding not included in the computation of loss per share because their effect is antidilutive (in shares)	0	0	0	0
Performance-based Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive securities outstanding not included in the computation of loss per share because their effect is antidilutive (in shares)	0	0	0	0
Warrants Related to Cash Convertible Notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive securities outstanding not included in the computation of loss per share because their effect is antidilutive (in shares)	7,707	7,707	7,707	7,707
CareFirst Convertible Note [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive securities outstanding not included in the computation of loss per share because their effect is antidilutive (in shares)	892	892	892	892
CareFirst Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive securities outstanding not included in the computation of loss per share because their effect is antidilutive (in shares)	472	198	591	114

Accumulated OCI (Details)

Accumulated OCI (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Accumulated Other Comprehensive Income Loss [Line Items]
Accumulated OCI, net of tax Beginning Balance			$ (4,087)	$ (2,048)
Other comprehensive loss before reclassifications, net of tax			492	(1,378)
Amounts reclassified from accumulated OCI, net of tax			159	117
Net increase (decrease) in other comprehensive income (loss), net of tax			651	(1,261)
Accumulated OCI, net of tax Ending Balance	$ (3,436)	$ (3,309)	(3,436)	(3,309)
Reclassification adjustments out of AOCI [Abstract]
Reclassification to interest expense	(4,176)	(4,178)	(8,281)	(8,372)
Amounts reclassified from accumulated other comprehensive income to: [Member]
Reclassification adjustments out of AOCI [Abstract]
Reclassification to interest expense			264	194
Tax effect of reclassification			(105)	(77)
Reclassification Adjustment on Derivatives Included in Net Income			159	117
Net Change in Fair Value of Interest Rate Swaps [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Accumulated OCI, net of tax Beginning Balance			(239)	(342)
Other comprehensive loss before reclassifications, net of tax			(74)	(133)
Amounts reclassified from accumulated OCI, net of tax			159	117
Net increase (decrease) in other comprehensive income (loss), net of tax			85	(16)
Accumulated OCI, net of tax Ending Balance	(154)	(358)	(154)	(358)
Foreign Currency Translation Adjustments [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Accumulated OCI, net of tax Beginning Balance			(3,848)	(1,706)
Other comprehensive loss before reclassifications, net of tax			566	(1,245)
Amounts reclassified from accumulated OCI, net of tax			0	0
Net increase (decrease) in other comprehensive income (loss), net of tax			566	(1,245)
Accumulated OCI, net of tax Ending Balance	$ (3,282)	$ (2,951)	$ (3,282)	$ (2,951)

Restructuring and Related Cha45

Restructuring and Related Charges and Impairment Loss (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2016USD ($)
Restructuring Reserve [Roll Forward]
Accrued restructuring and related charges liability as of period start	$ 9,993
2015 Restructuring Plan charges	8,465
Cash payments	(9,237)
Non-cash charges	(9)	[1]
Accrued restructuring and related charges liability as of period end	9,212
Severance and other employee-related costs [Member]
Restructuring Reserve [Roll Forward]
Accrued restructuring and related charges liability as of period start	7,093
2015 Restructuring Plan charges	4,721
Cash payments	(4,686)
Non-cash charges	(9)	[1]
Accrued restructuring and related charges liability as of period end	7,119
Consulting and other costs [Member]
Restructuring Reserve [Roll Forward]
Accrued restructuring and related charges liability as of period start	2,900	[2]
2015 Restructuring Plan charges	3,744	[2]
Cash payments	(4,551)	[2]
Non-cash charges	0	[1],[2]
Accrued restructuring and related charges liability as of period end	$ 2,093	[2]
[1]	Non-cash charges consist of share-based compensation costs.
[2]	Consulting and other costs primarily consist of third-party consulting charges incurred in connection with the 2015 Restructuring Plan. Consulting and other costs also include approximately $0.1 million of lease termination payments.

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	Jul. 31, 2016	Jun. 08, 2018
Subsequent Event [Line Items]
Eighth Amendment to Fifth Amendment to Fifth Amended Credit Agreement		On August 4, 2016, we entered into the Eighth Amendment to the Fifth Amended Credit Agreement (the "Eighth Amendment"). The Eighth Amendment (1) extends the expiration date of the Company's revolving credit facility and the maturity date of the Company's term loan facility under the Fifth Amended Credit Agreement from June 8, 2017 to June 8, 2018 (the "Extended Maturity Date") and (2) amends the definition of "Consolidated EBITDA" to include an add-back for certain non-cash gains and to take into account certain financial consequences of the sale by the Company of its TPHS business to Sharecare, Inc. pursuant to the terms of the Membership Interest Purchase Agreement among the Company, Sharecare, Inc. and Healthways SC, LLC. The Eighth Amendment contemplated that some lenders might not agree to the Extended Maturity Date and preserved June 8, 2017 as the non-extended maturity date (the "Non-Extended Maturity Date") for such lenders. Lenders holding $45,312,500 of the revolving commitments and $25,375,000 of outstanding term loans did not consent to the Extended Maturity Date. On the Non-Extended Maturity Date, the revolving commitments of non-consenting revolving lenders will terminate and any outstanding term loans and revolving loans owed to non-consenting lenders must be paid in full. The outstanding revolving loans under the revolving credit facility held by consenting lenders must be paid in full on June 8, 2018. We are required to repay term loans in quarterly principal installments aggregating 2.500% of the original aggregate principal amount of the term loans ($5,000,000) during each of the remaining quarters prior to maturity on June 8, 2018, at which time the entire unpaid principal balance of the term loans held by consenting lenders is due and payable.
Subsequent Event [Member]
Subsequent Event [Line Items]
Eighth Amendment to Fifth Amendment to Fifth Amended Credit Agreement		On August 4, 2016 we entered into the Eighth Amendment to the Fifth Amended Credit Agreement. The Eighth Amendment (1) extends the expiration date of the Company's revolving credit facility and the maturity date of the Company's term loan facility under the Fifth Amended Credit Agreement from June 8, 2017 to June 8, 2018 (the "Extended Maturity Date") and (ii) amends the definition of "Consolidated EBITDA" to include an add-back for certain non-cash gains and to take into account certain financial consequences of the sale by the Company of its TPHS business to Sharecare, Inc. pursuant to terms of the previously announced Membership Interest Purchase Agreement among the Company, Sharecare, Inc. and Healthways SC, LLC. The Eighth Amendment contemplated that some lenders might not agree to the Extended Maturity Date and preserved June 8, 2017 as the non-extended maturity date (the "Non-Extended Maturity Date") for such lenders. Lenders holding $45,312,500 of the revolving commitments and $25,375,000 of outstanding term loans did not consent to the Extended Maturity Date. On the Non-Extended Maturity Date, the revolving commitments of non-consenting revolving lenders will terminate and any outstanding term loans and revolving loans owed to non-consenting lenders must be paid in full. The outstanding revolving loans under the revolving credit facility held by consenting lenders must be paid in full on June 8, 2018.
Subsequent Event [Member] | Sharecare [Member]
Subsequent Event [Line Items]
Subsequent Event, Description	On July 27, 2016, we entered into a Membership Interest Purchase Agreement (the "Purchase Agreement") with Sharecare and Healthways SC, LLC, a newly formed Delaware limited liability company and wholly owned subsidiary of the Company ("Healthways SC"), pursuant to which Sharecare acquired the TPHS business effective as of July 31, 2016. Upon the completion of the transaction contemplated by the Purchase Agreement (the "Closing"), Sharecare delivered to the Company an Adjustable Convertible Equity Right (the "ACER") with an initial face value of $30,000,000, which will be convertible into shares of common stock of Sharecare 24 months after the Closing, at an initial conversion price of $249.87 per share, subject to customary adjustment for stock splits, stock dividends and other reorganizations of Sharecare. Additionally, pursuant to the Purchase Agreement, we paid Sharecare $25,000,000 in cash at the Closing to fund projected losses of the TPHS business during the year following the Closing (the "Transition Year"), and we will also be responsible for two-thirds of the our remaining payment obligations in respect of the purchase price to be paid in connection with the acquisition of additional membership interest in the joint venture between the Company and Gallup Inc. (which obligation is currently expected to result in aggregate payments by us of approximately $4,166,667, payable in five equal quarterly installments beginning in the third quarter of the 2016 calendar year and ending in the third quarter of the 2017 calendar year). The Purchase Agreement provides for post-closing adjustments based on (i) net working capital (which may result in a cash payment by the Company to Sharecare in the event of a net working capital deficit, or an increase in the face amount of the ACER in the event of a net working capital surplus), (ii) negative cash flows of the TPHS Business during the Transition Year in excess of $25,000,000 (which may result in a reduction in the face amount of the ACER up to a maximum reduction of $20,000,000), and (iii) any successful claims for indemnification by Sharecare (which may result in a reduction in the face amount of the ACER, unless the Company elects, in its sole discretion, to satisfy any such successful claims with cash payments).
Adjustable Convertible Equity Right Face Amount	$ 30,000,000
Conversion Period Of Stock Conversion	2 years
Stock Issued During Period Conversion Of Convertible Securities Conversion Price	$ 249.87
Purchase Agreement Value Of Negative Cash Flows During Transition Year	$ 25,000,000