Tivity Health (TVTY) 10-Q 8 Nov 16 2016 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Oct. 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		38,683,375
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q3
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2016

CONSOLIDATED BALANCE SHEETS (Un

CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 727	$ 233
Accounts receivable, net	56,718	50,608
Prepaid expenses	3,410	7,662
Other current assets	1,028	2,508
Income taxes receivable	175	257
Deferred tax asset	0	7,717
Current assets held for sale within discontinued operations	0	65,802
Total current assets	62,058	134,787
Property and equipment:
Leasehold improvements	12,478	27,674
Computer equipment and related software	23,844	33,496
Furniture and office equipment	11,217	13,512
Capital projects in process	418	1,089
Property and equipment, gross	47,957	75,771
Less accumulated depreciation	(39,636)	(53,753)
Property and equipment, net	8,321	22,018
Other assets	6,700	509
Cash convertible notes hedges	73,869	12,632
Intangible assets, net	29,136	29,526
Long-term deferred tax asset	69,785	0
Goodwill, net	334,680	336,974
Long-term assets held for sale within discontinued operations	0	176,478
Total assets	584,549	712,924
Current liabilities:
Accounts payable	25,181	21,184
Accrued salaries and benefits	15,520	7,240
Accrued liabilities	36,165	28,384
Deferred revenue	182	125
Contract billings in excess of earned revenue	587	101
Current portion of long-term debt	52,654	23,308
Current portion of long-term liabilities	8,209	6,204
Current liabilities held for sale within discontinued operations	0	75,644
Total current liabilities	138,498	162,190
Long-term debt	197,774	208,289
Long-term deferred tax liability	0	23,617
Cash conversion derivative	73,869	12,632
Other long-term liabilities	11,836	25,606
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, 37,749,070 and 36,079,446 shares outstanding, respectively	37	36
Additional paid-in capital	320,079	302,488
(Accumulated deficit) retained earnings	(126,352)	9,659
Treasury stock, at cost, 2,254,953 shares in treasury	(28,182)	(28,182)
Accumulated other comprehensive loss	(3,135)	(4,087)
Total Healthways, Inc. stockholders' equity	162,447	279,914
Non-controlling interest	125	676
Total stockholders' equity	162,572	280,590
Total liabilities and stockholders' equity	$ 584,549	$ 712,924

CONSOLIDATED BALANCE SHEETS (U3

CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Sep. 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)	37,749,070	36,079,446
Treasury stock (in shares)	2,254,953	2,254,953

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) [Abstract]
Revenues	$ 125,049	$ 113,536	$ 376,065	$ 338,610
Cost of services (exclusive of depreciation and amortization of $1,334, $1,504, $4,548 and $4,404, respectively, included below)	89,153	78,954	269,411	236,361
Selling, general and administrative expenses	10,406	6,419	29,924	26,512
Depreciation and amortization	1,603	1,866	5,352	5,595
Restructuring and related charges	1,129	0	1,170	0
Operating income	22,758	26,297	70,208	70,142
Interest expense	4,833	4,914	13,115	13,286
Income before income taxes	17,925	21,383	57,093	56,856
Income tax expense	13,126	8,423	13,126	22,460
Net income from continuing operations	4,799	12,960	43,967	34,396
Loss from discontinued operations	49,075	(22,103)	(179,482)	(46,336)
Net (loss) income	53,874	(9,143)	(135,515)	(11,940)
Less: net income (loss) attributable to non-controlling interest	80	(117)	496	(420)
Net (loss) income attributable to Healthways, Inc.	$ 53,794	$ (9,026)	$ (136,011)	$ (11,520)
Earnings (loss) per share attributable to Healthways, Inc. - basic:
Continuing operations (in dollars per share)	$ 0.13	$ 0.36	$ 1.21	$ 0.96
Discontinued operations (in dollars per share)	1.32	(0.61)	(4.94)	(1.28)
Earnings (loss) per share attributable to Healthways, Inc. - diluted:
Continuing operations (in dollars per share)	0.12	0.35	1.17	0.93
Discontinued operations (in dollars per share)	$ 1.28	$ (0.60)	$ (4.80)	$ (1.25)
Comprehensive (loss) income	$ 54,096	$ (10,442)	$ (134,411)	$ (14,494)
Less: comprehensive income (loss) attributable to non-controlling interest	1	(284)	648	(582)
Comprehensive (loss) income attributable to Healthways, Inc.	$ 54,095	$ (10,158)	$ (135,059)	$ (13,912)
Weighted average common shares and equivalents:
Basic (in shares)	37,037	35,939	36,441	35,756
Diluted (in shares)	38,421	36,514	37,505	36,853

CONSOLIDATED STATEMENTS OF COM5

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) [Abstract]
Cost of services, depreciation and amortization	$ 1,334	$ 1,504	$ 4,548	$ 4,404

CONSOLIDATED STATEMENT OF CHANG

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings (Deficit) [Member]	Treasury Stock [Member]	Accumulated Other Comprehensive Loss [Member]	Non-controlling Interest [Member]	Total
Balance at Dec. 31, 2014						$ (2,048)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income attributable to Healthways, Inc.								$ (11,520)
Net income attributable to non-controlling interest								(420)
Other comprehensive income (loss), net of tax:
Total other comprehensive income						(2,392)
Total comprehensive income (loss)								(14,494)
Accumulated OCI, net of tax, ending balance at Sep. 30, 2015						(4,440)
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) income attributable to Healthways, Inc.	0	0	0	(136,011)	0	0	0	(136,011)
Net income attributable to non-controlling interest	0	0	0	0	0	0	496	496
Other comprehensive income (loss), net of tax:
Net change in fair value of interest rate swaps, net of income tax benefit of $111	0	0	0	0	0	170	0	170
Foreign currency translation adjustment	0	0	0	0	0	782	152	934
Total other comprehensive income	0	0	0	0	0	952	152	1,104
Total comprehensive income (loss)	0	0	0	(136,011)	0	952	648	(134,411)
Exercise of stock options	0	1	8,746	0	0	0	0	8,747
Tax effect of stock options and restricted stock units	0	0	(6,714)	0	0	0	0	(6,714)
Share-based employee compensation expense	0	0	15,367	0	0	0	0	15,367
Issuance of CareFirst Warrants	0	0	192	0	0	0	0	192
Settlement of Noncontrolling Interest	0	0	0	0	0	0	(1,199)	(1,199)
Accumulated OCI, net of tax, ending balance at Sep. 30, 2016	$ 0	$ 37	$ 320,079	$ (126,352)	$ (28,182)	$ (3,135)	$ 125	$ 162,572

CONSOLIDATED STATEMENT OF CHAN7

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) (Parenthetical) $ in Thousands	9 Months Ended
	Sep. 30, 2016USD ($)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) [Abstract]
Net change in fair value of interest rate swaps, income tax benefit	$ 111

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Cash flows from operating activities:
Net income from continuing operations	$ 43,967	$ 34,396
Loss from discontinued operations	(179,482)	(46,336)
Adjustments to reconcile net loss to net cash flows provided by operating activities, net of business acquisitions:
Depreciation and amortization	30,319	37,099
Amortization of deferred loan costs	1,645	1,481
Amortization of debt discount	5,618	5,308
Share-based employee compensation expense	15,367	7,539
Loss on sale of MeYou Health	4,826	0
Loss on sale of TPHS Business	190,946	0
Equity in income from joint ventures	(271)	20,443
Deferred income taxes	(89,013)	(8,046)
Decrease in accounts receivable, net	1,837	1,828
Decrease in other current assets	5,548	558
(Decrease) increase in accounts payable	(3,698)	1,281
Decrease in accrued salaries and benefits	(10,419)	(6,518)
Increase (decrease) in other current liabilities	1,568	(7,216)
Other	(5,642)	(2,990)
Net cash flows provided by operating activities	13,116	38,827
Cash flows from investing activities:
Acquisition of property and equipment	(12,860)	(26,390)
Investment in joint ventures	(1,298)	(6,075)
Proceeds from sale of MeYou Health	5,156	0
Payments related to sale of TPHS business	(27,469)	0
Other	(787)	(851)
Net cash flows used in investing activities	(37,258)	(33,316)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	396,491	461,456
Payments of long-term debt	(385,188)	(468,334)
Exercise of stock options	8,747	2,464
Deferred Loan Costs	(424)	0
Repurchase of common stock	0	(1,833)
Proceeds from non-controlling interest	0	1,615
Change in cash overdraft and other	2,556	1,005
Net cash flows provided by (used in) financing activities	22,182	(3,627)
Effect of exchange rate changes on cash	817	(1,884)
Less: net decrease in discontinued operations cash and cash equivalents	(1,637)	(7)
Net increase in cash and cash equivalents	494	7
Cash and cash equivalents, beginning of period	233	516
Cash and cash equivalents, end of period	$ 727	$ 523

Basis of Presentation

Basis of Presentation	9 Months Ended
	Sep. 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 the total population health services ("TPHS") business, which we sold on July 31, 2016. The TPHS business included 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, Inc. ("Gallup") (see Note 8), our Navvis business, our MeYouHealth business and international operations, including our joint venture with SulAmerica. We sold the TPHS business, excluding Navvis and MeYouHealth, which had been previously sold separately to other buyers (see Notes 3 and 4). Results of operations for the TPHS business have been classifed as discontinued operations for all periods presented in the condensed consolidated financial statements. 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 determined that our interest in Healthways Brazil represented a controlling financial interest and, therefore, prior to selling the TPHS business, consolidated the financial statements of Healthways Brazil and presented a noncontrolling interest for the portion owned by SulAmérica. The net assets and results of operations of Healthways Brazil are included within 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 Relevant Accounting Stan

Recent Relevant Accounting Standards	9 Months Ended
	Sep. 30, 2016
Recent Relevant Accounting Standards [Abstract]
Recent Relevant 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 August 2014, the FASB issued ASU No. 2014-15, " Presentation of Financial Statements – Going Concern: Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern," which requires management to evaluate whether there is substantial doubt about the entity's ability to continue as a going concern and, if so, provide certain footnote disclosures. This ASU is effective for annual periods ending after December 15, 2016, including interim reporting periods thereafter. We do not anticipate that adopting this standard will have an impact on the financial statements and are currently evaluating the potential impact to our footnote disclosures. 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. In August 2016, the FASB issued ASU No. 2016-15, "Statement of Cash Flows" (Topic 230) ("ASU 2016-15"). ASU No. 2016-15 addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU No. 2016-15 is effective in the first quarter of 2018, with early adoption permitted, and is to be applied using a retrospective approach. The company is currently evaluating the potential effects of adopting the provisions of ASU No. 2016-15.

Discontinued Operations

Discontinued Operations	9 Months Ended
	Sep. 30, 2016
Discontinued Operations [Abstract]
Discontinued Operations	(3) Discontinued Operations On July 27, 2016, we entered into a Membership Interest Purchase Agreement (the "Purchase Agreement") with Sharecare, Inc. ("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, which closed July 31, 2016 ("Closing"). 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 at the Closing to fund projected losses of the TPHS business during the year following the Closing (the "Transition Year"). Pursuant to Sharecare's acquisition of the TPHS business, our ownership interest in the joint venture with Gallup was transferred to Sharecare. We agreed with Sharecare to be responsible for two-thirds of the remaining payment obligations in respect of the purchase price to be paid in connection with Sharecare's acquisition of additional membership interest in the joint venture. This 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 fourth quarter of the 2016 calendar year and ending in the fourth quarter of the 2017 calendar year. The Purchase Agreement provided 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 recorded the ACER net of the $20.0 million face value maximum negative cash flow adjustment, or $10.0 million face value, at its estimated fair value of $2.7 million as of Closing. We have classified this amount as an equity receivable included in other assets. We will record the $20.0 million face value contingent portion of the ACER at its estimated fair value as of the date the contingency is resolved, expected to be approximately 12 months from Closing. As of September 30, 2016, we recorded an estimate of the net working capital adjustment (a surplus), which increased the estimated fair value of the ACER to $ 6.0 million The terms of the Purchase Agreement also impacted other existing contractual commitments, including the elimination of the minimum fee requirements under our technology services outsourcing agreement with HP Enterprise Services, LLC. Effective July 31, 2016, in connection with the Closing, the Company and CareFirst Holdings, LLC ("CareFirst"), agreed to terminate the Investment Agreement (discussed in Note 7). In connection with the Closing, all of the Commercial Agreements (defined in Note 7) 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 CareFirst 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. The following table presents the aggregate carrying amounts of the major classes of assets and liabilities related to the disposition of the TPHS business: (in thousands) December 31, 2015 Cash and cash equivalents $ 1,637 Accounts receivable, net 57,587 Prepaid expenses 2,545 Other current assets 2,722 Income taxes receivable 819 Deferred tax asset 492 Property and equipment 133,982 Long-term deferred tax asset — Other assets 10,705 Intangible assets, net 31,791 Total assets $ 242,280 Accounts payable $ 19,851 Accrued salaries and benefits 14,380 Accrued liabilities 21,690 Deferred revenue 6,931 Contract billings in excess of earned revenue 12,792 Total liabilities $ 75,644 The following table presents financial results of the TPHS business included in "income (loss) from discontinued operations" for the three and nine months ended September 30, 2016 and 2015. Three Months Ended Nine Months Ended September 30, September 30, (in thousands) 2016 2015 2016 2015 Revenues $ 23 ,146 $ 82,846 $ 151,897 $ 245,707 Cost of services 28,971 80,099 172,968 242,786 Selling, general & administrative expenses 5,954 7,567 18,069 25,331 Depreciation and amortization 3,392 10,372 24,967 31,504 Restructuring and related charges 264 1,752 8,688 1,752 Equity in income (loss) from joint ventures (32 ) (19,602 ) 243 (20,443 ) Pretax loss on discontinued operations (15,467 ) (36,546 ) (72,552 ) (76,109 ) Pretax loss on sale of MeYou Health business — — (4,826 ) — Pretax loss on sale of TPHS business (42,209 ) — (200,564 ) — Total pretax loss on discontinued operations (57,676 ) (36,546 ) (277,942 ) (76,109 ) Income tax expense (benefit) (106,751 ) (14,443 ) (98,460 ) (29,773 ) Income (loss) from discontinued operations, net of income tax expense (benefit) $ 49,075 $ (22,103 ) $ (179,482 ) $ (46,336 ) The depreciation, amortization and significant operating and investing non-cash items of the discontinued operations Nine Months Ended (in thousands) September 30, 2016 September 30, 2015 Depreciation and amortization on discontinued operations $ 24,967 $ 31,504 Capital expenditures on discontinued operations 10,258 23,311 Share-based compensation on discontinued operations 10,165 2,039

Goodwill

Goodwill	9 Months Ended
	Sep. 30, 2016
Goodwill [Abstract]
Goodwill	(4) Goodwill The change in carrying amount of goodwill during the year ended December 31, 2015 and the nine months ended September 30, 2016 is shown below: (in thousands) Balance, December 31, 2014 338,800 Navvis sale (1,826 ) Balance, December 31, 2015 336,974 MeYou Health sale (2,294 ) Balance, September 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 nine months ended September 30, 2016. No goodwill was allocated to the disposal group in connection with the sale of the TPHS business. As of September 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	9 Months Ended
	Sep. 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 nine months ended September 30, 2016, we recognized share-based compensation costs of $10.0 million and $15.4 million, respectively, of which $8.4 million and $10.2 million, respectively, are in discontinued operations and include the acceleration of vesting of all unvested stock options, market stock units and restricted stock units held by two former senior executives as of Closing who had accepted employment with Sharecare. For the three and nine months ended September 30, 2015, we recognized share-based compensation costs of $1.7 million and $7.5 million, respectively. A summary of our stock options as of September 30, 2016 and changes during the nine 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 (775) 11.45 Forfeited (30) 13.93 Expired (101) 21.30 Outstanding at September 30, 2016 1,216 13.88 5.01 $ 16,151 Exercisable at September 30, 2016 1,019 $ 13.96 4.72 $ 13,583 There were no stock options granted during the nine months ended September 30, 2016. The following table shows a summary of our restricted stock and restricted stock units as of September 30, 2016, as well as activity during the nine 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 946 12.09 Vested (798 ) 13.63 Forfeited (502 ) 12.54 Nonvested at September 30, 2016 1,264 $ 13.11 Market stock units granted during the three months ended September 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 September 30, 2016, as well as activity during the nine months then ended: Market Stock Units Shares (000s) Weighted- Average Grant Date Fair Value Nonvested at January 1, 2016 474 $ 6.53 Granted 328 10.67 Vested (221 ) 10.38 Forfeited (142 ) 5.81 Nonvested at September 30, 2016 439 $ 9.46

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2016
Income Taxes [Abstract]
Income Taxes	(6) Income Taxes For the three months ended September 30, 2016, we had an effective income tax rate from continuing operations of 73.2%, compared to an effective income tax rate of 39.4% for the three months ended September 30, 2015. During the three months ended September 30, 2016, we recorded an income tax benefit of $9.6 million related to a reversal of a domestic deferred tax asset valuation allowance initially recorded in the fourth quarter of 2015. a period in which no income tax provision was recorded due to tax benefits on losses generated by discontinued operations For the nine months ended September 30, 2016, we had an effective tax income tax rate from continuing operations of 23.0%, compared to an effective income tax rate of 39.5% for the nine months ended September 30, 2015, primarily due to an income tax benefit of $9.6 million recognized during the nine months ended September 30, 2016 related to the reversal of a domestic deferred tax asset valuation allowance initially recorded in the fourth quarter of 2015 At September 30, 2016, we also made the determination to release substantially all of the valuation allowance on deferred tax assets generated from net operating losses incurred by the TPHS business for the period from January 1, 2016 through Closing. We retained a valuation allowance of approximately $10.0 million on deferred tax assets related to capital losses incurred in the sale of the TPHS business as well as on deferred tax assets in certain foreign jurisdictions. During the nine months ended September 30, 2016, we recorded an increase of $1.1 million 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 September 30, 2016, we had approximately $191.7 million of federal loss carryforwards and approximately $209.3 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 2013 to present.

Long-Term Debt

Long-Term Debt	9 Months Ended
	Sep. 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 September 30, 2016 and December 31, 2015: (in thousands) September 30, 2016 December 31, 2015 Cash Convertible Notes, net of unamortized discount $ 135,912 $ 130,296 CareFirst Convertible Note 20,000 20,000 Fifth Amended Credit Agreement: Term Loan 65,000 80,000 Revolver 30,700 — Capital lease obligations and other 1,667 5,374 253,279 235,670 Less: deferred loan costs (2,851 ) (4,073 ) 250,428 231,597 Less: current portion (52,654 ) (23,308 ) $ 197,774 $ 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, $65 million of which remained outstanding at September 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 losses and to take into account certain financial consequences of the sale by the Company of its TPHS business to Sharecare pursuant to the 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. We are required to repay term loans in quarterly principal installments aggregating 2.500% of the original aggregate principal amount of the term loans ($5.0 million) 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 September 30, 2016, availability under the revolving credit facility totaled $86.6 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 September 30, 2016. Accordingly, we have classified the Cash Convertible Notes as long-term debt at September 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. Although the Cash Convertible Notes are not currently convertible, the Cash Convertible Notes will become convertible into cash during any calendar quarter (and only during such calendar quarter) if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to approximately $25.30 per share. 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 nine months ended September 30, 2016, we recorded $5.6 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 September 30, 2016 and December 31, 2015 was $135.9 million and $130.3 million, respectively, net of the unamortized discount of $14.1 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 September 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. In October 2016, subsequent to the third quarter of 2016, CareFirst elected to convert the full amount of the CareFirst Convertible Note into 892,458 shares of our common stock with a conversion price equal to $22.41 per share. 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. 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 3), 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, the buyer of the TPHS business. As a result, CareFirst no longer has the opportunity to earn the CareFirst 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. As of July 31, 2016, we had issued 630,586 CareFirst Warrants at a weighted average exercise price of $15.61, 39,903 of which were issued in 2016. In September 2016, CareFirst exercised its right to convert 590,683 CareFirst Warrants for a total of 218,162 shares of our common stock in accordance with the terms of the Investment Agreement.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 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 October 2012 we entered into a joint venture agreement with Gallup (the "Gallup Joint Venture") that required us to make payments over a five year period beginning January 2013. Pursuant to Sharecare's acquisition of the TPHS business, our ownership interest in the Gallup Joint Venture was transferred to Sharecare. We agreed with Sharecare to be responsible for two-thirds of the remaining payment obligations in respect of the purchase price to be paid in connection with Sharecare's acquisition of additional membership interest in the joint venture. This 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 fourth quarter of the 2016 calendar year and ending in the fourth quarter of 2017. 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 a part of the sold TPHS business. In May 2011, we entered into a ten-year applications and technology services outsourcing agreement with HP that contained minimum fee requirements. As a result of the sale of TPHS, the minimum fee requirements under our technology services outsourcing agreement with HP were eliminated.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 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 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 Gallup Joint Venture 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. Based on our estimate of fair value prior to the disposition of the TPHS business, 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 which has been reflected in our discontinued operations prior to the sale of the TPHS business in accordance with FASB ASC Topic 815 and was carried at fair value. Upon the sale of the TPHS business, we remain obligated 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 Gallup Joint Venture as discussed in Note 8 above. Assets and Liabilities Measured at Fair Value The following tables present our assets and liabilities measured at fair value at September 30, 2016, and December 31, 2015: (In $000s) September 30, 2016 Level 2 Level 3 Gross Fair Value Netting (1) Net Fair Value Assets: Cash Convertible Notes Hedges — 73,869 73,869 — 73,869 Liabilities: Interest rate swap agreements 117 — 117 — 117 Cash Conversion Derivative — 73,869 73,869 — 73,869 (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 was 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): $000s) Balance at December 31, 2015 Purchases of Level 3 Instruments Settlements of Level 3 Instruments Gains/(Losses) Included in Earnings Balance at September 30, 2016 Cash Convertible Notes Hedges $ 12,632 $ — $ — $ 61,237 $ 73,869 Cash Conversion Derivative (12,632 ) — — (61,237 ) (73,869 ) Gallup Derivative (6,339 ) — 6,339 — — 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 settlement on the Gallup Derivative has been recorded as a part of discontinued operations. Fair Value of Other Financial Instruments In addition to interest rate swap agreements, the Cash Convertible Notes Hedges and the Cash Conversion Derivative, the estimated fair values of which are disclosed above, the estimated fair value of each class of financial instruments at September 30, 2016 was as follows: Cash and cash equivalents – The carrying amount of $0.7 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 September 30, 2016 are $95.7 million and $95.7 million, respectively. The Cash Convertible Notes are actively traded and therefore are classified as Level 1 valuations. The estimated fair value at September 30, 2016, was $217.8 million, which is based on the last traded price of the Cash Convertible Notes on September 30, 2016, and the par value was $150.0 million. The carrying amount of the Cash Convertible Notes at September 30, 2016, was $135.9 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 September 30, 2016, the carrying amount of the CareFirst Convertible Note of $20.0 million approximated fair value. In October 2016, subsequent to the third quarter of 2016, CareFirst elected to convert the full amount of the CareFirst Convertible Note into shares of our common stock with a conversion price equal to $22.41 per share.

Derivative Investments and Hedg

Derivative Investments and Hedging Activities	9 Months Ended
	Sep. 30, 2016
Derivative Investments and Hedging Activities [Abstract]
Derivative Investments and Hedging Activities	(10) Derivative Investments and Hedging Activities We use derivative instruments to manage risks related to interest, the Cash Convertible Notes, and, prior to the sale of the TPHS business, foreign currencies 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 prior 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 September 30, 2016, we expected to reclassify $0.05 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 nine months ended September 30, 2016 and 2015: (In $000s) For the Three Months Ended For the Nine Months Ended Derivatives in Cash Flow Hedging Relationships September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 Loss related to effective portion of derivatives recognized in accumulated OCI, gross of tax effect $ 14 $ 105 $ 109 $ 360 Loss related to effective portion of derivatives reclassified from accumulated OCI to interest expense, gross of tax effect $ (126 ) $ (91 ) $ (390 ) $ (285 ) 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 nine months ended September 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 and prior to July 31, 2016,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 nine months ended September 30, 2016 and 2015. 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. Prior to July 31, 2016 and the sale of the TPHS business, the Gallup Derivative was 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 and the Cash Convertible Notes Hedges are reported in the consolidated statements of comprehensive income (loss). The settlement on the Gallup Derivative has been recorded as a part of discontinued operations. (In $000s) Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 Statements of Comprehensive Income (Loss) Classification Cash Convertible Notes Hedges: Net unrealized gain (loss) $ 67,399 61,237 Selling, general and administrative expenses Cash Conversion Derivative: Net unrealized gain (loss) $ (67,399 ) (61,237 ) Selling, general and administrative expenses Gallup Derivative: Net gain 4,823 4,823 Loss from discontinued operations Prior to the sale of the TPHS business, we also entered 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 required 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. We do not execute transactions or hold derivative financial instruments for trading or other purposes. Financial Instruments The estimated gross fair values of derivative instruments at September 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: September 30, 2016 December 31, 2015 (In $000s) Interest rate swap agreements Cash Convertible Notes Hedges and Cash Conversion 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 $ — $ — $ 284 $ — $ — $ — Other assets — 73,869 — — 12,632 — Total assets $ — $ 73,869 $ 284 $ — $ 12,632 $ — Liabilities: Derivatives not designated as hedging instruments: Accrued liabilities $ — $ — $ 48 $ — $ — $ 3,323 Other long-term liabilities — 73,869 — — 12,632 3,016 Derivatives designated as hedging instruments: Accrued liabilities 117 — — 397 — — Other long-term liabilities — — — — — — Total liabilities $ 117 $ 73,869 $ 48 $ 397 $ 12,632 $ 6,339 See also Note 9 for more information on fair value measurements.

Earnings Per Share

Earnings Per Share	9 Months Ended
	Sep. 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 nine months ended September 30, 2016 and 2015: (In 000s, except per share data) Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2016 2015 2016 2015 Numerator: Net income from continuing operations attributable to Healthways, Inc. - numerator for earnings per share $ 4,799 $ 12,960 $ 43,967 $ 34,396 Net income (loss) from discontinued operations attributable to Healthways, Inc. - numerator for loss per share $ 48,995 $ (21,986 ) $ (179,978 ) $ (45,916 ) Denominator: Shares used for basic income per share 37,037 35,939 36,441 35,756 Effect of dilutive securities outstanding: Non-qualified stock options 554 270 367 713 Restricted stock units 619 305 551 359 Market stock units 195 — 140 — CareFirst Warrants 16 — 6 25 Shares used for diluted income per share 38,421 36,514 37,505 36,853 Earnings (loss) per share attributable to Healthways, Inc. - basic: Continuing operations $ 0.13 $ 0.36 $ 1.21 $ 0.96 Discontinued operations $ 1.32 $ (0.61 ) $ (4.94 ) $ (1.28 ) Earnings (loss) per share attributable to Healthways, Inc. - diluted: Continuing operations $ 0.12 $ 0.35 $ 1.17 $ 0.93 Discontinued operations $ 1.28 $ (0.60 ) $ (4.80 ) $ (1.25 ) Dilutive securities outstanding not included in the computation of loss per share because their effect is antidilutive: Non-qualified stock options 82 1,500 581 571 Restricted stock units 20 357 148 221 Market stock units 23 8 64 3 Warrants related to Cash Convertible Notes 7,707 7,707 7,707 7,707 CareFirst Convertible Note 892 892 892 892 CareFirst Warrants — 432 — 198

Accumulated OCI

Accumulated OCI	9 Months Ended
	Sep. 30, 2016
Accumulated OCI [Abstract]
Accumulated OCI	(12) Accumulated OCI (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) income before reclassifications, net of tax (66 ) 782 716 Amounts reclassified from accumulated OCI, net of tax 236 — 236 Net increase in other comprehensive income (loss), net of tax 170 782 952 Accumulated OCI, net of tax, as of September 30, 2016 $ (69 ) $ (3,066 ) $ (3,135 ) (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 loss before reclassifications, net of tax (187 ) (2,377 ) (2,564 ) Amounts reclassified from accumulated OCI, net of tax 172 — 172 Net increase (decrease) in other comprehensive income (loss), net of tax (15 ) (2,377 ) (2,392 ) Accumulated OCI, net of tax, as of September 30, 2015 $ (357 ) $ (4,083 ) $ (4,440 ) The following table provides details about reclassifications out of accumulated OCI for the nine months ended September 30, 2016 and 2015: Nine Months Ended September 30, Statement of Comprehensive (In $000s) 2016 2015 Loss Classification Interest rate swaps $ 390 $ 285 Interest expense (154 ) (113 ) Income tax benefit $ 236 $ 172 Net of tax See Note 10 for further discussion of our interest rate swaps.

Restructuring and Related Charg

Restructuring and Related Charges	9 Months Ended
	Sep. 30, 2016
Restructuring and Related Charges [Abstract]
Restructuring and Related Charges	(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 nine months ended September 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 4,599 4,130 8,729 Cash payments (6,646 ) (5,466 ) (12,112 ) Non-cash charges (2) (9 ) — (9 ) Accrued restructuring and related charges liability as of September 30, 2016 $ 5,037 $ 1,564 $ 6,601 (1) (2) In the third quarter of 2016, we began the reorganization of our corporate support infrastructure (the "2016 Restructuring Plan"), which is intended to deliver greater value to our customers and stakeholders. We expect to incur a total of approximately $6.0 $7.0 $5.0 $6.0 $1.0 $15.0 $16.0 The following table shows the costs incurred for the nine months ended September 30, 2016 directly related to the 2016 Restructuring Plan: (In $000s) Severance and Other Employee-Related Costs Consulting and Other Costs (3) Total Accrued restructuring and related charges liability as of January 1, 2016 $ — $ — $ — 2016 Restructuring Plan charges 930 199 1,129 Cash payments — — — Accrued restructuring and related charges liability as of September 30, 2016 $ 930 $ 199 $ 1,129 (3)

Discontinued Operations (Tables

Discontinued Operations (Tables)	9 Months Ended
	Sep. 30, 2016
Discontinued Operations [Abstract]
Aggregate Carrying Amounts of Major Classes of Assets and Liabilities	The following table presents the aggregate carrying amounts of the major classes of assets and liabilities related to the disposition of the TPHS business: (in thousands) December 31, 2015 Cash and cash equivalents $ 1,637 Accounts receivable, net 57,587 Prepaid expenses 2,545 Other current assets 2,722 Income taxes receivable 819 Deferred tax asset 492 Property and equipment 133,982 Long-term deferred tax asset — Other assets 10,705 Intangible assets, net 31,791 Total assets $ 242,280 Accounts payable $ 19,851 Accrued salaries and benefits 14,380 Accrued liabilities 21,690 Deferred revenue 6,931 Contract billings in excess of earned revenue 12,792 Total liabilities $ 75,644
Financial Results Included in Losses from Discontinued Operations	The following table presents key financial results of the TPHS business included in "income (loss) from discontinued operations" for the three and nine months ended September 30, 2016 and 2015. Three Months Ended Nine Months Ended September 30, September 30, (in thousands) 2016 2015 2016 2015 Revenues $ 23 ,146 $ 82,846 $ 151,897 $ 245,707 Cost of services 28,971 80,099 172,968 242,786 Selling, general & administrative expenses 5,954 7,567 18,069 25,331 Depreciation and amortization 3,392 10,372 24,967 31,504 Restructuring and related charges 264 1,752 8,688 1,752 Equity in income (loss) from joint ventures (32 ) (19,602 ) 243 (20,443 ) Pretax loss on discontinued operations (15,467 ) (36,546 ) (72,552 ) (76,109 ) Pretax loss on sale of MeYou Health business — — (4,826 ) — Pretax loss on sale of TPHS business (42,209 ) — (200,564 ) — Total pretax loss on discontinued operations (57,676 ) (36,546 ) (277,942 ) (76,109 ) Income tax expense (benefit) (106,751 ) (14,443 ) (98,460 ) (29,773 ) Income (loss) from discontinued operations, net of income tax expense (benefit) $ 49,075 $ (22,103 ) $ (179,482 ) $ (46,336 )
Significant Operating and Investing Non-cash Items of the Discontinued Operations	The depreciation, amortization and significant operating and investing non-cash items of the discontinued operations Nine Months Ended (in thousands) September 30, 2016 September 30, 2015 Depreciation and amortization on discontinued operations $ 17,938 $ 25,132 Capital expenditures on discontinued operations 10,258 23,311 Share-based compensation on discontinued operations 10,165 2,039

Goodwill (Tables)

Goodwill (Tables)	9 Months Ended
	Sep. 30, 2016
Goodwill [Abstract]
Change in Carrying Amount of Goodwill	The change in carrying amount of goodwill during the year ended December 31, 2015 and the nine months ended September 30, 2016 is shown below: (in thousands) Balance, December 31, 2014 338,800 Navvis sale (1,826 ) Balance, December 31, 2015 336,974 MeYou Health sale (2,294 ) Balance, September 30, 2016 $ 334,680

Share-Based Compensation (Table

Share-Based Compensation (Tables)	9 Months Ended
	Sep. 30, 2016
Share-Based Compensation [Abstract]
Option Activity	A summary of our stock options as of September 30, 2016 and changes during the nine 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 (775) 11.45 Forfeited (30) 13.93 Expired (101) 21.30 Outstanding at September 30, 2016 1,216 13.88 5.01 $ 16,151 Exercisable at September 30, 2016 1,019 $ 13.96 4.72 $ 13,583
Nonvested Shares	The following table shows a summary of our restricted stock and restricted stock units as of September 30, 2016, as well as activity during the nine 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 946 12.09 Vested (798 ) 13.63 Forfeited (502 ) 12.54 Nonvested at September 30, 2016 1,264 $ 13.11
Market Stock Units	The following table shows a summary of our market stock units as of September 30, 2016, as well as activity during the nine months then ended: Market Stock Units Shares (000s) Weighted- Average Grant Date Fair Value Nonvested at January 1, 2016 474 $ 6.53 Granted 328 10.67 Vested (221 ) 10.38 Forfeited (142 ) 5.81 Nonvested at September 30, 2016 439 $ 9.46

Long-Term Debt (Tables)

Long-Term Debt (Tables)	9 Months Ended
	Sep. 30, 2016
Long-Term Debt [Abstract]
Long-term Debt, Net of Unamortized Deferred Loan Costs (Details)	The Company's long-term debt, net of unamortized deferred loan costs, consisted of the following at September 30, 2016 and December 31, 2015: (in thousands) September 30, 2016 December 31, 2015 Cash Convertible Notes, net of unamortized discount $ 135,912 $ 130,296 CareFirst Convertible Note 20,000 20,000 Fifth Amended Credit Agreement: Term Loan 65,000 80,000 Revolver 30,700 — Capital lease obligations and other 1,667 5,374 253,279 235,670 Less: deferred loan costs (2,851 ) (4,073 ) 250,428 231,597 Less: current portion (52,654 ) (23,308 ) $ 197,774 $ 208,289

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 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 at September 30, 2016, and December 31, 2015: (In $000s) September 30, 2016 Level 2 Level 3 Gross Fair Value Netting (1) Net Fair Value Assets: Cash Convertible Notes Hedges — 73,869 73,869 — 73,869 Liabilities: Interest rate swap agreements 117 — 117 — 117 Cash Conversion Derivative — 73,869 73,869 — 73,869 (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): $000s) Balance at December 31, 2015 Purchases of Level 3 Instruments Settlements of Level 3 Instruments Gains/(Losses) Included in Earnings Balance at September 30, 2016 Cash Convertible Notes Hedges $ 12,632 $ — $ — $ 61,237 $ 73,869 Cash Conversion Derivative (12,632 ) — — (61,237 ) (73,869 ) Gallup Derivative (6,339 ) — 6,339 — —

Derivative Investments and He27

Derivative Investments and Hedging Activities (Tables)	9 Months Ended
	Sep. 30, 2016
Derivative Investments 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 nine months ended September 30, 2016 and 2015: (In $000s) For the Three Months Ended For the Nine Months Ended Derivatives in Cash Flow Hedging Relationships September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 Loss related to effective portion of derivatives recognized in accumulated OCI, gross of tax effect $ 14 $ 105 $ 109 $ 360 Loss related to effective portion of derivatives reclassified from accumulated OCI to interest expense, gross of tax effect $ (126 ) $ (91 ) $ (390 ) $ (285 )
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)	The gains and losses resulting from a change in fair values of the Cash Conversion Derivative and the Cash Convertible Notes Hedges are reported in the consolidated statements of comprehensive income (loss). The settlement on the Gallup Derivative has been recorded as a part of discontinued operations. (In $000s) Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 Statements of Comprehensive Income (Loss) Classification Cash Convertible Notes Hedges: Net unrealized gain (loss) $ 67,399 61,237 Selling, general and administrative expenses Cash Conversion Derivative: Net unrealized gain (loss) $ (67,399 ) (61,237 ) Selling, general and administrative expenses Gallup Derivative: Net gain 4,823 4,823 Loss from discontinued operations
Fair Values of Derivative Instruments	The estimated gross fair values of derivative instruments at September 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: September 30, 2016 December 31, 2015 (In $000s) Interest rate swap agreements Cash Convertible Notes Hedges and Cash Conversion 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 $ — $ — $ 284 $ — $ — $ — Other assets — 73,869 — — 12,632 — Total assets $ — $ 73,869 $ 284 $ — $ 12,632 $ — Liabilities: Derivatives not designated as hedging instruments: Accrued liabilities $ — $ — $ 48 $ — $ — $ 3,323 Other long-term liabilities — 73,869 — — 12,632 3,016 Derivatives designated as hedging instruments: Accrued liabilities 117 — — 397 — — Other long-term liabilities — — — — — — Total liabilities $ 117 $ 73,869 $ 48 $ 397 $ 12,632 $ 6,339

Earnings Per Share (Tables)

Earnings Per Share (Tables)	9 Months Ended
	Sep. 30, 2016
Earnings Per Share [Abstract]
Basic and Diluted Earnings Per Share	The following is a reconciliation of the numerator and denominator of basic and diluted earnings per share for the three and nine months ended September 30, 2016 and 2015: (In 000s, except per share data) Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2016 2015 2016 2015 Numerator: Net income from continuing operations attributable to Healthways, Inc. - numerator for earnings per share $ 4,799 $ 12,960 $ 43,967 $ 34,396 Net income (loss) from discontinued operations attributable to Healthways, Inc. - numerator for loss per share $ 48,995 $ (21,986 ) $ (179,978 ) $ (45,916 ) Denominator: Shares used for basic income per share 37,037 35,939 36,441 35,756 Effect of dilutive securities outstanding: Non-qualified stock options 554 270 367 713 Restricted stock units 619 305 551 359 Market stock units 195 — 140 — CareFirst Warrants 16 — 6 25 Shares used for diluted income per share 38,421 36,514 37,505 36,853 Earnings (loss) per share attributable to Healthways, Inc. - basic: Continuing operations $ 0.13 $ 0.36 $ 1.21 $ 0.96 Discontinued operations $ 1.32 $ (0.61 ) $ (4.94 ) $ (1.28 ) Earnings (loss) per share attributable to Healthways, Inc. - diluted: Continuing operations $ 0.12 $ 0.35 $ 1.17 $ 0.93 Discontinued operations $ 1.28 $ (0.60 ) $ (4.80 ) $ (1.25 ) Dilutive securities outstanding not included in the computation of loss per share because their effect is antidilutive: Non-qualified stock options 82 1,500 581 571 Restricted stock units 20 357 148 221 Market stock units 23 8 64 3 Warrants related to Cash Convertible Notes 7,707 7,707 7,707 7,707 CareFirst Convertible Note 892 892 892 892 CareFirst Warrants — 432 — 198

Accumulated OCI (Tables)

Accumulated OCI (Tables)	9 Months Ended
	Sep. 30, 2016
Accumulated OCI [Abstract]
Changes in Accumulated Other Comprehensive Income (AOCI)	The following tables summarize the changes in accumulated OCI, net of tax, for the nine months ended September 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) income before reclassifications, net of tax (66 ) 782 716 Amounts reclassified from accumulated OCI, net of tax 236 — 236 Net increase in other comprehensive income (loss), net of tax 170 782 952 Accumulated OCI, net of tax, as of September 30, 2016 $ (69 ) $ (3,066 ) $ (3,135 ) (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 loss before reclassifications, net of tax (187 ) (2,377 ) (2,564 ) Amounts reclassified from accumulated OCI, net of tax 172 — 172 Net increase (decrease) in other comprehensive income (loss), net of tax (15 ) (2,377 ) (2,392 ) Accumulated OCI, net of tax, as of September 30, 2015 $ (357 ) $ (4,083 ) $ (4,440 )
Reclassifications out of Accumulated Other Comprehensive Income	The following table provides details about reclassifications out of accumulated OCI for the nine months ended September 30, 2016 and 2015: Nine Months Ended September 30, Statement of Comprehensive (In $000s) 2016 2015 Loss Classification Interest rate swaps $ 390 $ 285 Interest expense (154 ) (113 ) Income tax benefit $ 236 $ 172 Net of tax

Restructuring and Related Cha30

Restructuring and Related Charges (Tables)	9 Months Ended
	Sep. 30, 2016
Restructuring and Related Charges [Abstract]
Restructuring Plan and Other Restructuring Costs	The following table shows the costs incurred for the nine months ended September 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 4,599 4,130 8,729 Cash payments (6,646 ) (5,466 ) (12,112 ) Non-cash charges (2) (9 ) — (9 ) Accrued restructuring and related charges liability as of September 30, 2016 $ 5,037 $ 1,564 $ 6,601 (1) (2) The following table shows the costs incurred for the nine months ended September 30, 2016 directly related to the 2016 Restructuring Plan and other restructuring costs: (In $000s) Severance and Other Employee-Related Costs Consulting and Other Costs (3) Total Accrued restructuring and related charges liability as of January 1, 2016 $ — $ — $ — 2016 Restructuring Plan charges 930 199 1,129 Cash payments — — — Accrued restructuring and related charges liability as of September 30, 2016 $ 930 $ 199 $ 1,129 (3)

Basis of Presentation (Details)

Basis of Presentation (Details)	Mar. 11, 2015
SulAmerica [Member]
Schedule of Equity Method Investments [Line Items]
Percentage of ownership interest acquired in joint venture	49.00%

Recent Relevant Accounting St32

Recent Relevant Accounting Standards (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Unamortized debt issuance costs	$ 2,851	$ 4,073
ASU No. 2015-03 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Unamortized debt issuance costs	$ 2,851	$ 4,073

Discontinued Operations (Detail

Discontinued Operations (Details)	Jul. 31, 2016USD ($)Installment$ / shares	Jul. 27, 2016	Sep. 30, 2016USD ($)	Sep. 30, 2015USD ($)	Sep. 30, 2016USD ($)Installment	Sep. 30, 2015USD ($)	Dec. 31, 2015USD ($)
Aggregate Carrying Amounts of Major Classes of Assets and Liabilities [Abstract]
Total liabilities			$ 0		$ 0		$ 75,644,000
Financial results included in losses from discontinued operations [Abstract]
Losses from discontinued operations, net of income tax expense (benefit)			49,075,000	$ (22,103,000)	$ (179,482,000)	$ (46,336,000)
Significant operating and investing non-cash items of the discontinued operations [Abstract]
Date of Membership Interest Purchase Agreement with Sharecare		27-Jul-16
Date of Sale of TPHS Business to Sharecare	7/31/2016
Adjustable Convertible Equity Right Face Amount	$ 30,000,000
Conversion Period Of Stock Conversion	24 months
Remaining payment obligation responsibility percentage					66.70%
Number of quarterly installments | Installment					5
Fair Value of Adjustable Convertible Equity Right, excluding net working capital settlement			2,700,000		$ 2,700,000
Total Fair Value of Adjustable Convertible Equity Right recorded			6,000,000		6,000,000
TPHS Business [Member] | Discontinued Operations, Disposed of by Sale [Member]
Aggregate Carrying Amounts of Major Classes of Assets and Liabilities [Abstract]
Cash and cash equivalents							1,637,000
Accounts receivable, net							57,587,000
Prepaid expenses							2,545,000
Other current assets							2,722,000
Income taxes receivable							819,000
Deferred tax asset							492,000
Property and equipment							133,982,000
Long-term deferred tax asset							0
Other assets							10,705,000
Intangible assets, net							31,791,000
Loss recognized on impairment of held for sale long-lived assets							0
Total assets							242,280,000
Accounts payable							19,851,000
Accrued salaries and benefits							14,380,000
Accrued liabilities							21,690,000
Deferred revenue							6,931,000
Contract billings in excess of earned revenue							12,792,000
Total liabilities							$ 75,644,000
Financial results included in losses from discontinued operations [Abstract]
Revenues			23,146,000	82,846,000	151,897,000	245,707,000
Cost of services			28,971,000	80,099,000	172,968,000	242,786,000
Selling, general & administrative expenses			5,954,000	7,567,000	18,069,000	25,331,000
Depreciation and amortization			3,392,000	10,372,000	24,967,000	31,504,000
Restructuring and related charges			264,000	1,752,000	8,688,000	1,752,000
Equity in Income (Loss) from Joint Ventures			(32,000)	(19,602,000)	243,000	(20,443,000)
Pretax loss on discontinued operations			(15,467,000)	(36,546,000)	(72,552,000)	(76,109,000)
Pretax loss on sale of business			0	0	(4,826,000)	0
Pretax loss on impairment of held for sale			(42,209,000)	0	(200,564,000)	0
Total pretax loss on discontinued operations			(57,676,000)	(36,546,000)	(277,942,000)	(76,109,000)
Income tax expense (benefit)			(106,751,000)	(14,443,000)	(98,460,000)	(29,773,000)
Losses from discontinued operations, net of income tax expense (benefit)			$ 49,075,000	$ (22,103,000)	(179,482,000)	(46,336,000)
Significant operating and investing non-cash items of the discontinued operations [Abstract]
Depreciation and amortization on discontinued operations					24,967,000	31,504,000
Capital expenditures on discontinued operations					10,258,000	23,311,000
Share-based compensation on discontinued operations					$ 10,165,000	$ 2,039,000
Sharecare [Member]
Significant operating and investing non-cash items of the discontinued operations [Abstract]
Purchase Agreement Value Of Negative Cash Flows During Transition Year	$ 25,000,000
Remaining payment obligation responsibility percentage					66.70%
Aggregate Payments Related To Acquisition	$ 4,200,000
Number of quarterly installments | Installment	5
Sharecare [Member] | Adjustable Convertible Equity Right [Member]
Significant operating and investing non-cash items of the discontinued operations [Abstract]
Reduction In Face Amount Of Adjustable Convertible Equity Right	$ 20,000,000
Stock Issued During Period Conversion Of Convertible Securities Conversion Price | $ / shares	$ 249.87

Goodwill (Details)

Goodwill (Details) - USD ($)	1 Months Ended		9 Months Ended		12 Months Ended
	Jun. 30, 2016	Nov. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Goodwill [Roll Forward]
Goodwill, net			$ 336,974,000	$ 338,800,000	$ 338,800,000
Balance, September 30, 2016			334,680,000		336,974,000
Proceeds from sale of MeYou Health			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 Healthcare, LLC [Member]
Goodwill [Roll Forward]
Sale of business					$ (1,826,000)
Proceeds from sale of MeYou Health		$ 4,400,000
Gain (loss) on sale of business		$ (1,873,000)
MeYou Health, LLC [Member]
Goodwill [Roll Forward]
Sale of business			$ (2,294,000)
Proceeds from sale of MeYou Health	$ 5,500,000
Gain (loss) on sale of business	4,826,000
MeYou Health, LLC [Member] | Maximum [Member]
Goodwill [Roll Forward]
Additional contingent consideration received	$ 1,500,000

Share-Based Compensation (Detai

Share-Based Compensation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Aggregate Intrinsic Value [Abstract]
Cash received from option exercises			$ 8,747	$ 2,464
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation costs	$ 10,044	$ 1,742	15,348	$ 7,538
Discontinued Operations Allocated Share-based Compensation Expense	$ 8,412		$ 10,165
Stock Options [Member]
Shares [Roll Forward]
Outstanding, beginning of period (in shares)			2,122
Granted (in shares)			0
Exercised (in shares)			(775)
Forfeited (in shares)			(30)
Expired (in shares)			(101)
Outstanding, end of period (in shares)	1,216		1,216
Exercisable, end of period (in shares)	1,019		1,019
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)			11.45
Forfeited (in dollars per share)			13.93
Expired (in dollars per share)			21.30
Outstanding, end of period (in dollars per share)	$ 13.88		13.88
Exercisable, end of period (in dollars per share)	$ 13.96		$ 13.96
Weighted-Average Remaining Contractual Term [Abstract]
Outstanding			5 years 4 days
Exercisable			4 years 8 months 19 days
Aggregate Intrinsic Value [Abstract]
Outstanding	$ 16,151		$ 16,151
Exercisable	$ 13,583		$ 13,583
Restricted Stock and Restricted Stock Units (RSUs) [Member]
Shares [Roll Forward]
Nonvested, beginning of period (in shares)			1,618
Granted (in shares)			946
Vested (in shares)			(798)
Forfeited (in shares)			(502)
Nonvested, end of period (in shares)	1,264		1,264
Weighted-Average Grant Date Fair Value [Roll Forward]
Nonvested, beginning of period (in dollars per share)			$ 12.35
Granted (in dollars per share)			12.09
Vested (in dollars per share)			13.63
Forfeited (in dollars per share)			12.54
Nonvested, end of period (in dollars per share)	$ 13.11		$ 13.11
Market Stock Units [Member]
Shares [Roll Forward]
Nonvested, beginning of period (in shares)			474
Granted (in shares)			328
Vested (in shares)			(221)
Forfeited (in shares)			(142)
Nonvested, end of period (in shares)	439		439
Weighted-Average Grant Date Fair Value [Roll Forward]
Nonvested, beginning of period (in dollars per share)			$ 6.53
Granted (in dollars per share)			10.67
Vested (in dollars per share)			10.38
Forfeited (in dollars per share)			5.81
Nonvested, end of period (in dollars per share)	$ 9.46		$ 9.46

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Taxes [Abstract]
Effective tax rate	73.20%	39.40%	23.00%	39.50%
Income Tax Benefit from reversal of deferred tax asset valuation allowance	$ 9.6
Incremental Tax Expense due to release of valuation allowance	15.6
Operating Loss Carryforwards [Line Items]
Open tax year			2,013
Deferred Tax Assets, Valuation Allowance	10		$ 10
Federal [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	191.7		191.7
State [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 209.3		$ 209.3

Long-Term Debt, Summary of Long

Long-Term Debt, Summary of Long-term Debt, Net of Unamortized Deferred Loan Costs (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Debt, Long-term and Short-term, Combined Amount [Abstract]
Long-term debt, gross	$ 253,279	$ 235,670
Less: deferred loan costs	(2,851)	(4,073)
Total debt including debt held for sale as discontinued operations	250,428	231,597
Less: current portion	(52,654)	(23,308)
Long-term debt, excluding current portion	197,774	208,289
Cash Convertible Notes, Net of Unamortized Discount [Member]
Debt, Long-term and Short-term, Combined Amount [Abstract]
Long-term debt, gross	135,912	130,296
CareFirst Convertible Note [Member]
Debt, Long-term and Short-term, Combined Amount [Abstract]
Long-term debt, gross	20,000	20,000
Term Loan Facility [Member]
Debt, Long-term and Short-term, Combined Amount [Abstract]
Long-term debt, gross	65,000	80,000
Revolver [Member]
Debt, Long-term and Short-term, Combined Amount [Abstract]
Long-term debt, gross	30,700	0
Capital Lease Obligations and Other [Member]
Debt, Long-term and Short-term, Combined Amount [Abstract]
Long-term debt, gross	$ 1,667	$ 5,374

Long-Term Debt, Line of Credit

Long-Term Debt, Line of Credit and Term Loan (Details) - USD ($)	Aug. 04, 2016	Sep. 30, 2016
Fifth Amended Credit Agreement [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Unused commitment fee percentage		0.30%
Fifth Amended Credit Agreement [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Unused commitment fee percentage		0.50%
Fifth Amended Credit Agreement [Member] | LIBOR [Member]
Line of Credit Facility [Line Items]
Basis spread on variable rate		1.00%
Fifth Amended Credit Agreement [Member] | LIBOR [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Margin rate		1.75%
Fifth Amended Credit Agreement [Member] | LIBOR [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Margin rate		3.00%
Fifth Amended Credit Agreement [Member] | Federal Funds Rate [Member]
Line of Credit Facility [Line Items]
Basis spread on variable rate		0.50%
Fifth Amended Credit Agreement [Member] | Base Rate [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Margin rate		0.75%
Fifth Amended Credit Agreement [Member] | Base Rate [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Margin rate		2.00%
Eighth Amendment to Fifth Amended Credit Agreement [Member]
Line of Credit Facility [Line Items]
Debt instrument, description	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 losses and to take into account certain financial consequences of the sale by the Company of its TPHS business to Sharecare pursuant to the 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. We are required to repay term loans in quarterly principal installments aggregating 2.500% of the original aggregate principal amount of the term loans ($5.0 million) 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.
Revolving Credit Facility [Member] | Fifth Amended Credit Agreement [Member]
Line of Credit Facility [Line Items]
Initiation date		Jun. 8, 2012
Maximum borrowing capacity		$ 125,000,000
Expiration date		Jun. 8, 2017
Amount outstanding		$ 65,000,000
Availability under the revolving credit facility under most restrictive covenant		$ 86,600,000
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.
Revolving Credit Facility [Member] | Eighth Amendment to Fifth Amended Credit Agreement [Member]
Line of Credit Facility [Line Items]
Expiration date		Jun. 8, 2018
Revolving commitments amount	$ 45,312,500
Letters of Credit Sub Facility [Member] | Fifth Amended Credit Agreement [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity		$ 75,000,000
Swingline Sub Facility [Member] | Fifth Amended Credit Agreement [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity		20,000,000
Term Loan Facility [Member] | Fifth Amended Credit Agreement [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity		$ 200,000,000
Maturity date		Jun. 8, 2017
Term Loan Facility [Member] | Eighth Amendment to Fifth Amended Credit Agreement [Member]
Line of Credit Facility [Line Items]
Maturity date		Jun. 8, 2018
Long term debt outstanding	$ 25,375,000
Periodic payment, percentage of original principal amount	2.50%
Periodic payment, principal amount	$ 5,000,000
Uncommitted Incremental Accordion Facility [Member] | Fifth Amended Credit Agreement [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity		$ 100,000,000

Long-Term Debt (Details)

Long-Term Debt (Details)	Oct. 01, 2019	Oct. 01, 2013	Oct. 31, 2016shares	Sep. 30, 2016USD ($)$ / sharesshares	Sep. 30, 2016USD ($)$ / sharesshares	Sep. 30, 2015USD ($)	Oct. 11, 2016shares	Dec. 31, 2015USD ($)
Debt Instrument [Line Items]
Date of registration rights agreement		Oct. 1, 2013
Amortization of debt discount | $					$ 5,618,000	$ 5,308,000
Number of Shares converted from CareFirst Warrants | shares							218,162
Warrants weighted average exercise price | $ / shares				$ 15.61	$ 15.61
CareFirst Warrant Shares Converted | shares			590,683
Debt Conversion, Converted Instrument, Shares Issued | shares			892,458
Maximum [Member]
Debt Instrument [Line Items]
CareFirst warrant shares (in shares) | shares				1,600,000
CareFirst warrant shares for one year period (in shares) | shares				400,000
CareFirst Convertible Note [Member]
Debt Instrument [Line Items]
Notes, issuance date		Oct. 1, 2013
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
CareFirst warrants issued | shares				630,586	630,586
CareFirst warrants outstanding | shares				39,903	39,903
1.50% Cash Convertible Senior Notes Due 2018 [Member]
Debt Instrument [Line Items]
Effective interest rate				5.70%	5.70%
Amortization of debt discount | $					$ 5,616,000
Debt conversion ratio				51.38
Debt instrument, unamortized discount | $				$ 14,088,000	14,088,000			$ 19,704,000
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
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%
Debt Instrument, Convertible, Stock Price Trigger | $ / shares					$ 25.3

Commitments and Contingencies (

Commitments and Contingencies (Details) $ in Millions	9 Months Ended
	Sep. 30, 2016USD ($)Installment
Contractual Commitment [Abstract]
Remaining payment obligation responsibility percentage	66.70%
Liability to Sharecare for Gallup Joint Venture | $	$ 4.2
Number of quarterly installments | Installment	5

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)		9 Months Ended
		Sep. 30, 2016	Dec. 31, 2015	Sep. 30, 2015	Dec. 31, 2014
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases, (Sales), Issuances, (Settlements) [Abstract]
Cash and cash equivalents		$ 727,000	$ 233,000	$ 523,000	$ 516,000
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		6,339,000
Gains/(Losses) included in Earnings		0
Balance at end of period		0
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		61,237,000
Balance at end of period		73,869,000
Fifth Amended Credit Agreement [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		95,700,000
Fair Value of Outstanding borrowings under the Fifth Amended Credit Agreement		95,700,000
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		135,900,000
Debt Instrument, Fair Value		217,800,000
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		(61,237,000)
Balance at end of period		(73,869,000)
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			6,339,000
Netting	[1]		0
Net Fair Value			6,339,000
Recurring [Member] | Gallup Derivative [Member] | Level 2 [Member]
Liabilities measured at fair value on a recurring basis
Gross Fair Value			0
Recurring [Member] | Gallup Derivative [Member] | Level 3 [Member]
Liabilities measured at fair value on a recurring basis
Gross Fair Value			6,339,000
Recurring [Member] | Foreign Exchange Contract [Member]
Assets measured at fair value on a recurring basis
Gross Fair Value			284,000
Netting	[1]		(26,000)
Net Fair Value			258,000
Liabilities measured at fair value on a recurring basis
Gross Fair Value			48,000
Netting	[1]		(26,000)
Net Fair Value			22,000
Recurring [Member] | Foreign Exchange Contract [Member] | Level 2 [Member]
Assets measured at fair value on a recurring basis
Gross Fair Value			284,000
Liabilities measured at fair value on a recurring basis
Gross Fair Value			48,000
Recurring [Member] | Foreign Exchange Contract [Member] | Level 3 [Member]
Assets measured at fair value on a recurring basis
Gross Fair Value			0
Liabilities measured at fair value on a recurring basis
Gross Fair Value			0
Recurring [Member] | Interest Rate Swaps [Member]
Liabilities measured at fair value on a recurring basis
Gross Fair Value		117,000	397,000
Netting	[1]	0	0
Net Fair Value		117,000	397,000
Recurring [Member] | Interest Rate Swaps [Member] | Level 2 [Member]
Liabilities measured at fair value on a recurring basis
Gross Fair Value		117,000	397,000
Recurring [Member] | Interest Rate Swaps [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		73,869,000	12,632,000
Netting	[1]	0	0
Net Fair Value		73,869,000	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		73,869,000	12,632,000
Recurring [Member] | Cash Conversion Derivative [Member]
Liabilities measured at fair value on a recurring basis
Gross Fair Value		73,869,000	12,632,000
Netting	[1]	0	0
Net Fair Value		73,869,000	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		$ 73,869,000	$ 12,632,000
[1]	This column reflects the impact of netting derivative assets and liabilities by counterparty when a legally enforceable master netting agreement exists.

Derivative Investments and He42

Derivative Investments and Hedging Activities (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Derivatives, Fair Value [Line Items]
Current notional amount	$ 50,000		$ 50,000
Variable interest rate	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	$ 50		$ 50
Derivatives in Cash Flow Hedging Relationships [Abstract]
Loss related to effective portion of derivatives recognized in accumulated OCI, gross of tax effect	14	$ 105	109	$ 360
Loss related to effective portion of derivatives reclassified from accumulated OCI to interest expense, gross of tax effect	(126)	(91)	(390)	(285)
Gains or losses on cash flow hedges recognized in our consolidated statements of comprehensive income (loss) resulting from hedge ineffectiveness	0	$ 0	0	$ 0
Foreign Currency Exchange Contracts [Member] | Derivatives Not Designated as Hedging Instruments [Member]
Fair Values of Derivative Instruments [Abstract]
Assets					$ 284
Foreign Currency Exchange Contracts [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Current Assets [Member]
Fair Values of Derivative Instruments [Abstract]
Assets					284
Foreign Currency Exchange Contracts [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Assets [Member]
Fair Values of Derivative Instruments [Abstract]
Assets					0
Foreign Currency Exchange Contracts [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Accrued Liabilities [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities					48
Foreign Currency Exchange 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] | Derivatives Designated as Hedging Instruments [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities					48
Foreign Currency Exchange Contracts [Member] | Derivatives Designated as Hedging Instruments [Member] | Accrued Liabilities [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities					0
Foreign Currency Exchange Contracts [Member] | Derivatives Designated as Hedging Instruments [Member] | Other Long-Term Liabilities [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities					0
Interest Rate Swap Agreements [Member] | Derivatives Not Designated as Hedging Instruments [Member]
Fair Values of Derivative Instruments [Abstract]
Assets	0		0		0
Interest Rate Swap Agreements [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Current Assets [Member]
Fair Values of Derivative Instruments [Abstract]
Assets	0		0		0
Interest Rate Swap Agreements [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Assets [Member]
Fair Values of Derivative Instruments [Abstract]
Assets	0		0		0
Interest Rate Swap Agreements [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Accrued Liabilities [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities	0		0		0
Interest Rate Swap Agreements [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Long-Term Liabilities [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities	0		0		0
Interest Rate Swap Agreements [Member] | Derivatives Designated as Hedging Instruments [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities	117		117		397
Interest Rate Swap Agreements [Member] | Derivatives Designated as Hedging Instruments [Member] | Accrued Liabilities [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities	117		117		0
Interest Rate Swap Agreements [Member] | Derivatives Designated as Hedging Instruments [Member] | Other Long-Term Liabilities [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities	0		0		397
Cash Convertible Notes Hedges and Cash Conversion Derivative [Member] | Derivatives Not Designated as Hedging Instruments [Member]
Fair Values of Derivative Instruments [Abstract]
Assets	73,869		73,869		12,632
Cash Convertible Notes Hedges and Cash Conversion Derivative [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 Hedges and Cash Conversion Derivative [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Assets [Member]
Fair Values of Derivative Instruments [Abstract]
Assets	73,869		73,869		12,632
Cash Convertible Notes Hedges and Cash Conversion Derivative [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Accrued Liabilities [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities	0		0		0
Cash Convertible Notes Hedges and Cash Conversion Derivative [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Long-Term Liabilities [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities	73,869		73,869		12,632
Cash Convertible Notes Hedges and Cash Conversion Derivative [Member] | Derivatives Designated as Hedging Instruments [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities	73,869		73,869		12,632
Cash Convertible Notes Hedges and Cash Conversion Derivative [Member] | Derivatives Designated as Hedging Instruments [Member] | Accrued Liabilities [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities	0		0		0
Cash Convertible Notes Hedges and Cash Conversion Derivative [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 Hedges [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	67,399		61,237
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	(67,399)		(61,237)
Gallup Derivative [Member] | Loss from Discontinued Operation [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	$ 4,823		$ 4,823
Gallup Derivative [Member] | Derivatives Not Designated as Hedging Instruments [Member]
Fair Values of Derivative Instruments [Abstract]
Assets					0
Gallup Derivative [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Current Assets [Member]
Fair Values of Derivative Instruments [Abstract]
Assets					0
Gallup Derivative [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Assets [Member]
Fair Values of Derivative Instruments [Abstract]
Assets					0
Gallup Derivative [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Accrued Liabilities [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities					3,323
Gallup Derivative [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Long-Term Liabilities [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities					3,016
Gallup Derivative [Member] | Derivatives Designated as Hedging Instruments [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities					6,339
Gallup Derivative [Member] | Derivatives Designated as Hedging Instruments [Member] | Accrued Liabilities [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities					0
Gallup Derivative [Member] | Derivatives Designated as Hedging Instruments [Member] | Other Long-Term Liabilities [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities					$ 0

Earnings Per Share (Details)

Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Numerator [Abstract]
Net income from continuing operations attributable to Healthways, Inc. - numerator for earnings per share	$ 4,799	$ 12,960	$ 43,967	$ 34,396
Net loss from discontinued operations attributable to Healthways, Inc. - numerator for loss per share	$ 48,995	$ (21,986)	$ (179,978)	$ (45,916)
Denominator [Abstract]
Shares used for basic income per share (in shares)	37,037	35,939	36,441	35,756
Effect of dilutive securities outstanding [Abstract]
Shares used for diluted income per share (in shares)	38,421	36,514	37,505	36,853
Earnings (loss) per share attributable to Healthways, Inc. - basic [Abstract]
Continuing operations (in dollars per share)	$ 0.13	$ 0.36	$ 1.21	$ 0.96
Discontinued operations (in dollars per share)	1.32	(0.61)	(4.94)	(1.28)
Earnings (loss) per share attributable to Healthways, Inc. - diluted [Abstract]
Continuing operations (in dollars per share)	0.12	0.35	1.17	0.93
Discontinued operations (in dollars per share)	$ 1.28	$ (0.60)	$ (4.80)	$ (1.25)
Non-Qualified Stock Options [Member]
Effect of dilutive securities outstanding [Abstract]
Effect of dilutive securities outstanding (in shares)	554	270	367	713
Restricted Stock Units [Member]
Effect of dilutive securities outstanding [Abstract]
Effect of dilutive securities outstanding (in shares)	619	305	551	359
Market Stock Units [Member]
Effect of dilutive securities outstanding [Abstract]
Effect of dilutive securities outstanding (in shares)	195	0	140	0
CareFirst Warrants [Member]
Effect of dilutive securities outstanding [Abstract]
Effect of dilutive securities outstanding (in shares)	16	0	0	25
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)	82	1,500	581	571
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)	20	357	148	221
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)	23	8	64	3
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 [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	432	0	198

Accumulated OCI (Details)

Accumulated OCI (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Changes in accumulated OCI, net of tax [Roll Forward]
Balance	$ 280,590
Net increase (decrease) in other comprehensive income (loss), net of tax	1,104
Accumulated OCI, net of tax, ending balance	162,572
Accumulated Other Comprehensive Income (Loss) [Member]
Changes in accumulated OCI, net of tax [Roll Forward]
Balance	(4,087)	$ (2,048)
Other comprehensive income (loss) before reclassifications, net of tax	716	(2,564)
Amounts reclassified from accumulated OCI, net of tax	236	172
Net increase (decrease) in other comprehensive income (loss), net of tax	952	(2,392)
Accumulated OCI, net of tax, ending balance	(3,135)	(4,440)
Net Change in Fair Value of Interest Rate Swaps [Member]
Changes in accumulated OCI, net of tax [Roll Forward]
Balance	(239)	(342)
Other comprehensive income (loss) before reclassifications, net of tax	(66)	(187)
Amounts reclassified from accumulated OCI, net of tax	236	172
Net increase (decrease) in other comprehensive income (loss), net of tax	170	(15)
Accumulated OCI, net of tax, ending balance	(69)	(357)
Foreign Currency Translation Adjustments [Member]
Changes in accumulated OCI, net of tax [Roll Forward]
Balance	(3,848)	(1,706)
Other comprehensive income (loss) before reclassifications, net of tax	782	(2,377)
Amounts reclassified from accumulated OCI, net of tax	0	0
Net increase (decrease) in other comprehensive income (loss), net of tax	782	(2,377)
Accumulated OCI, net of tax, ending balance	$ (3,066)	$ (4,083)

Accumulated OCI, Reclassificati

Accumulated OCI, Reclassifications Out of Accumulated OCI (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Interest expense	$ 4,833	$ 4,914	$ 13,115	$ 13,286
Income tax benefit	13,126	8,423	13,126	22,460
Net of tax	$ (53,874)	$ 9,143	135,515	11,940
Amounts reclassified from accumulated other comprehensive income to: [Member] | Interest Rate Swaps [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Interest expense			390	285
Income tax benefit			(154)	(113)
Net of tax			$ 236	$ 172

Restructuring and Related Cha46

Restructuring and Related Charges (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2016USD ($)
2015 Restructuring Plan [Member]
Restructuring Reserve [Roll Forward]
Accrued restructuring and related charges liability as of period start	$ 9,993
Restructuring charges	8,729
Cash payments	(12,112)
Non-cash charges	(9)	[1]
Accrued restructuring and related charges liability as of period end	6,601
Restructuring Cost [Abstract]
Restructuring charges incurred	24,000
2015 Restructuring Plan [Member] | Severance and Other Employee-related Costs [Member]
Restructuring Reserve [Roll Forward]
Accrued restructuring and related charges liability as of period start	7,093
Restructuring charges	4,599
Cash payments	(6,646)
Non-cash charges	(9)	[1]
Accrued restructuring and related charges liability as of period end	5,037
2015 Restructuring Plan [Member] | Consulting and Other Costs [Member]
Restructuring Reserve [Roll Forward]
Accrued restructuring and related charges liability as of period start	2,900	[2]
Restructuring charges	4,130	[2]
Cash payments	(5,466)	[2]
Non-cash charges	0	[1],[2]
Accrued restructuring and related charges liability as of period end	1,564	[2]
2016 Restructuring Plan [Member]
Restructuring Reserve [Roll Forward]
Accrued restructuring and related charges liability as of period start	0
Restructuring charges	1,129
Cash payments	0
Accrued restructuring and related charges liability as of period end	1,129
2016 Restructuring Plan [Member] | Minimum [Member]
Restructuring Cost [Abstract]
Restructuring and Related Cost, Expected Cost	6,000
Effect on Future Earnings, Amount	15,000
2016 Restructuring Plan [Member] | Maximum [Member]
Restructuring Cost [Abstract]
Restructuring and Related Cost, Expected Cost	7,000
Effect on Future Earnings, Amount	16,000
2016 Restructuring Plan [Member] | Severance and Other Employee-related Costs [Member]
Restructuring Reserve [Roll Forward]
Accrued restructuring and related charges liability as of period start	0
Restructuring charges	930
Cash payments	0
Accrued restructuring and related charges liability as of period end	930
2016 Restructuring Plan [Member] | Severance and Other Employee-related Costs [Member] | Minimum [Member]
Restructuring Cost [Abstract]
Restructuring and Related Cost, Expected Cost	5,000
2016 Restructuring Plan [Member] | Severance and Other Employee-related Costs [Member] | Maximum [Member]
Restructuring Cost [Abstract]
Restructuring and Related Cost, Expected Cost	6,000
2016 Restructuring Plan [Member] | Consulting and Other Costs [Member]
Restructuring Reserve [Roll Forward]
Accrued restructuring and related charges liability as of period start	0
Restructuring charges	199
Cash payments	0
Accrued restructuring and related charges liability as of period end	199
2016 Restructuring Plan [Member] | Consulting and Other Costs [Member] | Minimum [Member]
Restructuring Cost [Abstract]
Restructuring and Related Cost, Expected Cost	1,000
2016 Restructuring Plan [Member] | Consulting and Other Costs [Member] | Maximum [Member]
Restructuring Cost [Abstract]
Restructuring and Related Cost, Expected Cost	$ 1,000
[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 $0.2 million of lease termination payments.