Tivity Health (TVTY) 10-K 6 Mar 17 2016 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Feb. 28, 2017	Jun. 30, 2016
Document and Entity Information [Abstract]
Entity Registrant Name	TIVITY HEALTH, 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 Public Float			$ 365.4
Entity Common Stock, Shares Outstanding		39,127,479
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	FY
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2016

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 1,602	$ 233
Accounts receivable, net	50,424	50,608
Prepaid expenses	3,409	7,662
Other current assets	2,250	2,508
Income taxes receivable	426	257
Deferred tax asset	0	7,717
Current assets held for sale within discontinued operations	0	65,802
Total current assets	58,111	134,787
Property and equipment:
Leasehold improvements	10,144	10,009
Computer equipment and related software	23,024	21,832
Furniture and office equipment	8,670	10,136
Capital projects in process	2,079	1,089
Property and equipment, gross	43,917	43,066
Less accumulated depreciation	(35,586)	(33,470)
Property and equipment, net	8,331	9,596
Other assets	6,688	509
Cash convertible notes hedges	48,361	12,632
Long-term deferred tax asset	59,562	0
Intangible assets, net	29,049	29,526
Goodwill, net	334,680	336,974
Long-term assets held for sale within discontinued operations	0	188,900
Total assets	544,782	712,924
Current liabilities:
Accounts payable	26,029	21,184
Accrued salaries and benefits	18,686	7,240
Accrued liabilities	33,623	28,384
Other current liabilities	397	226
Current portion of long-term debt	46,046	23,308
Current portion of long-term liabilities	7,582	6,204
Current liabilities held for sale within discontinued operations	0	75,644
Total current liabilities	132,363	162,190
Long-term debt	164,297	208,289
Long-term deferred tax liability	0	23,617
Cash conversion derivative	48,361	12,632
Other long-term liabilities	10,463	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, 38,933,580 and 36,079,446 shares outstanding	39	36
Additional paid-in capital	341,270	303,687
(Accumulated deficit) retained earnings	(119,327)	9,288
Treasury stock, at cost, 2,254,953 shares in treasury	(28,182)	(28,182)
Accumulated other comprehensive loss	(4,502)	(4,239)
Total stockholders' equity	189,298	280,590
Total liabilities and stockholders' equity	$ 544,782	$ 712,924

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 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)	38,933,580	36,079,446
Treasury stock (in shares)	2,254,953	2,254,953

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract]
Revenues	$ 500,998	$ 452,092	$ 405,263
Cost of services (exclusive of depreciation and amortization of $3,468, $5,440, and $4,974, respectively, included below)	357,120	318,060	272,400
Selling, general and administrative expenses	39,478	35,546	32,075
Depreciation and amortization	4,085	6,869	7,035
Restructuring and related charges	4,933	702	0
Legal settlement charges	0	0	5,910
Operating income	95,382	90,915	87,843
Interest expense	17,318	17,996	17,449
Income before income taxes	78,064	72,919	70,394
Income tax expense	21,973	29,285	27,558
Net income from continuing operations	56,091	43,634	42,836
Loss from discontinued operations, net of income tax benefit	(184,706)	(74,952)	(48,397)
Net loss	(128,615)	(31,318)	(5,561)
Less: net income (loss) attributable to non-controlling interest	496	(371)	0
Net loss attributable to Tivity Health, Inc.	$ (129,111)	$ (30,947)	$ (5,561)
Earnings (loss) per share attributable to Tivity Health, Inc. - basic:
Continuing operations (in dollars per share)	$ 1.52	$ 1.22	$ 1.21
Discontinued operations (in dollars per share)	(5.01)	(2.08)	(1.37)
Net loss (in dollars per share)	(3.49)	(0.86)	(0.16)
Earnings (loss) per share attributable to Tivity Health, Inc. - diluted:
Continuing operations (in dollars per share)	1.47	1.18	1.18
Discontinued operations (in dollars per share)	(4.86)	(2.02)	(1.33)
Net loss (in dollars per share)	$ (3.39)	$ (0.84)	$ (0.15)
Comprehensive loss	$ (128,878)	$ (33,509)	$ (7,202)
Weighted average common shares and equivalents:
Basic (in shares)	36,999	35,832	35,302
Diluted (in shares)	38,075	36,854	36,346

CONSOLIDATED STATEMENTS OF OPE5

CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract]
Cost of services, depreciation and amortization	$ 3,468	$ 5,440	$ 4,974

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) [Abstract]
Net loss	$ (128,615)	$ (31,318)	$ (5,561)
Other comprehensive income (loss), net of tax
Net change in fair value of interest rate swaps, net of income tax of $157, $1, and $44, respectively	239	103	171
Foreign currency translation adjustment	(502)	(2,294)	(1,812)
Total other comprehensive loss, net of tax	(263)	(2,191)	(1,641)
Comprehensive loss	$ (128,878)	$ (33,509)	$ (7,202)

CONSOLIDATED STATEMENTS OF COM7

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) [Abstract]
Net change in fair value of interest rate swaps, income tax benefit	$ 157	$ 1	$ 44

CONSOLIDATED STATEMENT OF CHANG

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings (Accumulated Deficit) [Member]	Treasury Stock [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Total
Balance at Dec. 31, 2013	$ 0	$ 35	$ 283,244	$ 48,000	$ (28,182)	$ (407)	$ 302,690
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive loss	0	0	0	(5,561)	0	(1,641)	(7,202)
Exercise of stock options	0	0	2,851	0	0	0	2,851
Tax effect of stock options and restricted stock units	0	0	(3,737)	0	0	0	(3,737)
Share-based employee compensation expense	0	0	8,349	0	0	0	8,349
Issuance of CareFirst Warrants	0	0	1,639	0	0	0	1,639
Balance at Dec. 31, 2014	0	35	292,346	42,439	(28,182)	(2,048)	304,590
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive loss	0	0	0	(31,318)	0	(2,191)	(33,509)
Exercise of stock options	0	1	2,466	0	0	0	2,467
Repurchase of common stock	0	0	0	(1,833)	0	0	(1,833)
Tax effect of stock options and restricted stock units	0	0	(5,617)	0	0	0	(5,617)
Share-based employee compensation expense	0	0	10,469	0	0	0	10,469
Issuance of CareFirst Warrants	0	0	2,408	0	0	0	2,408
Proceeds from non-controlling interest	0	0	1,615	0	0	0	1,615
Balance at Dec. 31, 2015	0	36	303,687	9,288	(28,182)	(4,239)	280,590
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive loss	0	0	0	(128,615)	0	(263)	(128,878)
Exercise of stock options	0	2	10,000	0	0	0	10,002
Tax effect of stock options and restricted stock units	0	0	(8,947)	0	0	0	(8,947)
Share-based employee compensation expense	0	0	17,538	0	0	0	17,538
Issuance of CareFirst Warrants	0	0	192	0	0	0	192
Conversion of CareFirst note	0	1	19,999	0	0	0	20,000
Settlement of non-controlling interest	0	0	(1,199)	0	0	0	(1,199)
Balance at Dec. 31, 2016	$ 0	$ 39	$ 341,270	$ (119,327)	$ (28,182)	$ (4,502)	$ 189,298

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Cash flows from operating activities:
Net income from continuing operations	$ 56,091	$ 43,634	$ 42,836
Net loss from discontinued operations	(184,706)	(74,952)	(48,397)
Adjustments to reconcile net income (loss) to net cash provided by operating activities, net of business acquisitions:
Depreciation and amortization	31,292	49,855	53,378
Amortization of deferred loan costs	2,209	2,520	1,855
Amortization of debt discount	7,564	7,148	6,757
Share-based employee compensation expense	17,538	10,469	8,349
Loss on sale of MeYou Health	5,325	0	0
Loss on sale of TPHS Business	192,034	0	0
Gain on sale of navvis business	0	(1,873)	0
Equity in (income) loss from joint ventures	(271)	20,229	0
Deferred income taxes	(75,942)	(5,916)	(6,972)
Excess tax benefits from share-based payment arrangements	0	0	(525)
Decrease (increase) in accounts receivable, net	8,330	16,971	(38,130)
Decrease in other current assets	2,819	2,796	1,589
(Decrease) increase in accounts payable	(3,376)	5,248	(9,343)
(Decrease) increase in accrued salaries and benefits	(8,755)	(4,345)	3,165
(Decrease) increase in other current liabilities	(4,825)	(11,764)	26,990
Other	(7,425)	940	10,546
Net cash flows provided by operating activities	37,902	60,960	52,098
Cash flows from investing activities:
Acquisition of property and equipment	(14,474)	(34,730)	(42,991)
Investment in joint ventures	(1,298)	(5,881)	(7,050)
Proceeds from sale of MeYou Health	5,156	0	0
Proceeds From sale of navvis	0	4,369	0
Payments related to sale of TPHS business	(27,469)	0	0
Other	(787)	(1,121)	(1,164)
Net cash flows used in investing activities	(38,872)	(37,363)	(51,205)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	515,666	572,981	467,126
Payments of long-term debt	(527,115)	(597,837)	(481,515)
Excess tax benefits from share-based payment arrangements	0	0	525
Exercise of stock options	10,002	2,467	2,851
Repurchase of common stock	0	(1,833)	0
Deferred loan costs	(424)	(892)	(391)
Proceeds from non-controlling interest	0	1,615	0
Change in cash overdraft and other	2,834	1,648	11,227
Net cash flows provided by (used in) financing activities	963	(21,851)	(177)
Effect of exchange rate changes on cash	(261)	(1,641)	(1,535)
Less: net (decrease) increase in discontinued operations cash and cash equivalents	(1,637)	388	(347)
Net increase (decrease) in cash and cash equivalents	1,369	(283)	(472)
Cash and cash equivalents, beginning of period	233	516	988
Cash and cash equivalents, end of period	1,602	233	516
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	7,474	8,303	9,503
Cash paid during the period for income taxes	1,458	262	2,399
Noncash Activities:
Issuance of CareFirst Warrants	192	2,408	1,639
Assets acquired through capital lease obligation	0	898	6,702
Conversion of CareFirst Convertible Note	$ 20,000	$ 0	$ 0

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2016
Summary of Significant Accounting Policies [Abstract]
Summary of Significant Accounting Policies	1. Summary of Significant Accounting Policies Tivity Health, Inc. was founded and incorporated in Delaware in 1981. Through our three programs, SilverSneakers® senior fitness, Prime ® TM Our results from continuing operations do not include the results of the total population health services ("TPHS") business, which we sold effective 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. Dean Ornish's Program for Reversing Heart Disease™, respectively), our joint venture with Gallup, Inc. ("Gallup"), Navvis Healthcare, LLC ("Navvis"), MeYou Health, LLC ("MeYou Health"), and our international operations, including our joint venture with . Results of operations for the TPHS business have been classified as discontinued operations for all periods presented in the accompanying 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 non-controlling 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 reclassified certain items in prior periods to conform to current classifications. , , . a. Principles of Consolidation – See discussion above regarding the TPHS business, including a non-controlling interest. We have eliminated all intercompany profits, transactions and balances. b. Cash and Cash Equivalents - Cash and cash equivalents primarily include cash on deposit. c. Accounts Receivable, net - Accounts receivable includes billed and unbilled amounts. Billed receivables represent fees that are contractually due for services performed , . , d. Property and Equipment - Property and equipment is carried at cost and includes expenditures that increase value or extend useful lives. We recognize depreciation using the straight-line method over useful lives of three to seven years for computer software and hardware and four to seven years for furniture and other office equipment. Leasehold improvements are depreciated over the shorter of the estimated life of the asset or the life of the lease , 0 0 e. Other Assets - . f. Intangible Assets - Intangible assets subject to amortization include customer contracts, acquired technology, and distributor and provider networks , . We assess the potential impairment of intangible assets subject to amortization whenever events or changes in circumstances indicate that the carrying values may not be recoverable. If we determine that the carrying value of identifiable intangible assets may not be recoverable, we calculate any impairment using an estimate of the asset's fair value based on the estimated price that would be received to sell the asset in an orderly transaction between market participants. Intangible assets not subject to amortization at December 31, 2016 and 2 0 .0 . . g. Goodwill - We recognize goodwill for the excess of the purchase price over the fair value of tangible and identifiable intangible net assets of businesses that we acquire. We review goodwill for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis (during the fourth quarter the fiscal year) or more frequently whenever events or circumstances indicate that the carrying value may not be recoverable. Following the sale of the TPHS business effective July 31, 2016, a single reporting unit remains. We may elect to perform a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If we conclude during the qualitative assessment that this is the case or if we elect not to perform a qualitative assessment, we perform a quantitative review as described below. During a quantitative review of goodwill, we estimate the fair value of a reporting unit using a combination of a discounted cash flow model and a market-based approach, and in the event we were to have multiple reporting units, we reconcile the aggregate fair value of our reporting units to our consolidated market capitalization. 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 our business, the useful life over which cash flows will occur, and determination of our weighted average cost of capital, as well as relevant comparable company earnings multiples for the market-based approach. Changes in these estimates and assumptions could materially affect the estimate of fair value and potential goodwill impairment for a reporting unit. If we determine that the carrying value of goodwill is impaired, we calculate any impairment using a fair-value based goodwill impairment test as required by U.S. GAAP. The fair value of a reporting unit is the price that would be received upon a sale of the unit as a whole in an orderly transaction between market participants at the measurement date. h. Accounts Payable - Accounts payable consists of short-term trade obligations and includes cash overdrafts attributable to disbursements not yet cleared by the bank. i. Income Taxes - . . . , 0 Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are expected to be realized . j. Revenue Recognition - , , Our fees are generally billed per member per month ("PMPM"), upon member participation , or a combination of both . . We generally bill our customers each month for the entire amount of the fees contractually due for the prior month's enrollment , , , . We recognize revenue as follows: (1) we recognize the fixed portion of PMPM fees and fees for service as revenue during the period we perform our services; and (2) we recognize performance-based revenue based on the most recent assessment of our performance , We are currently evaluating the impact that the adoption of ASU No. 2014-09 (as discussed under "Recent Relevant Accounting Standards" below) will have on our revenue recognition policies and procedures, financial position, results of operations, cash flows, financial disclosures, and control framework . k. Earnings (Loss) Per Share – We calculate basic earnings (loss) per share using weighted average common shares outstanding during the period. We calculate diluted earnings (loss) per share using weighted average common shares outstanding during the period plus the effect of all dilutive potential common shares outstanding during the period unless the impact would be anti-dilutive. See Note 15 for a reconciliation of basic and diluted earnings (loss) per share. l. Share-Based Compensation – We recognize all share - - m. Derivative Instruments and Hedging Activities – We use derivative instruments to manage risks related to interest expense and the cash convertible senior notes (as discussed in Note 7) . , . , . , . n. Management Estimates – In preparing our consolidated financial statements in conformity with U.S .

Recent Relevant Accounting Stan

Recent Relevant Accounting Standards	12 Months Ended
	Dec. 31, 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. The guidance permits the use of either a retrospective or cumulative effect transition method. We have not yet selected a transition method. We are currently conducting analysis to quantify the adoption impact of the provisions of the new standard and evaluating our current contracts and revenue streams. The FASB has issued, and may issue in the future, interpretive guidance which may cause our evaluation to change. We believe we are following an appropriate timeline to allow for proper recognition, presentation and disclosure upon adoption effective the beginning of fiscal year 2018. 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. This ASU was adopted in the fourth quarter of 2016 and did not have an impact on our financial statements or 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"), which we adopted on January 1, 2017. ASU 2016-09 requires all income tax effects of share-based awards to be recognized in the income statement, which were previously presented as a component of shareholders' equity, on a prospective basis. In addition, any excess tax benefits that were not previously recognized because the related tax deduction had not reduced current taxes payable are to be recorded on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption, which will result in an increase of $6.5 million to our retained earnings as of January 1, 2017. Regarding the statement of cash flows, the standard requires the presentation of excess tax benefits as an operating activity rather than as a financing activity and that cash paid by the Company when directly withholding shares for tax withholding purposes be classified as a financing activity on a retrospective basis. The standard also allows for an accounting policy election to estimate the number of awards that are expected to vest or to account for forfeitures when they occur. We elected to account for forfeitures as they occur, which did not result in a material cumulative effect adjustment to our retained earnings as of January 1, 2017. Finally, the standard no longer allows windfall tax benefits to be included in the assumed proceeds when applying the treasury stock method for computing diluted earnings per share ("EPS"), which will result in share-based awards having a more dilutive effect on EPS. 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 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 2016-15. In January 2017, the FASB issued ASU No. 2017-04, "

Discontinued Operations

Discontinued Operations	12 Months Ended
	Dec. 31, 2016
Discontinued Operations [Abstract]
Discontinued Operations	3. Discontinued Operations At 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 that began in the fourth quarter of the 2016 calendar year and end in the fourth quarter of the 2017 calendar year. As of December 31, 2016, this obligation totaled $3.3 million and was included in accrued liabilities. The Purchase Agreement provided for post-closing adjustments based on (i) net working capital (which is expected to result in an increase in the face amount of the ACER due to a net working capital surplus, as further discussed below), (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 the 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 December 31, 2016, we recorded an estimate of the net working capital adjustment (a surplus), which resulted in an estimated fair value of the ACER of $5.7 million. The working capital adjustment is subject to the review process set forth in the Purchase Agreement. 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 ("HP"). Effective July 31, 2016, in connection with the Closing, the Company and CareFirst Holdings, LLC ("CareFirst"), agreed to terminate the Investment Agreement between them (see Note 7). Also 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 no longer has 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, net 146,404 Other assets 10,705 Intangible assets, net 31,791 Total assets $ 254,702 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 "loss from discontinued operations" for the years ended December 31, 2016, 2015, and 2014. Year Ended December 31, (In thousands) 2016 2015 2014 Revenues $ 151,780 $ 318,506 $ 336,920 Cost of services 173,302 317,849 325,243 Selling, general & administrative expenses 18,594 32,928 33,434 Depreciation and amortization 27,207 42,986 46,343 Restructuring and related charges 8,626 14,395 — Legal settlement charges — — 11,805 Equity in income (loss) from joint ventures 243 (20,229 ) (637 ) Pretax loss on discontinued operations (75,706 ) (109,881 ) (80,542 ) Pretax gain on sale of Navvis business — 1,873 — Pretax loss on sale of MeYou Health business (4,826 ) — — Pretax loss on sale of TPHS business (202,095 ) — — Total pretax loss on discontinued operations (282,627 ) (108,008 ) (80,542 ) Income tax benefit (97,921 ) (33,056 ) (32,145 ) Loss from discontinued operations, net of income tax benefit $ (184,706 ) $ (74,952 ) $ (48,397 ) The depreciation, amortization and significant operating and investing non-cash items of the discontinued operations were as follows: Year Ended December 31, (In thousands) 2016 2015 2014 Depreciation and amortization on discontinued operations $ 27,207 $ 42,986 $ 46,343 Capital expenditures on discontinued operations 10,258 29,984 38,669 Assets acquired through capital lease obligations — 898 6,321 Share-based compensation on discontinued operations 10,144 3,404 3,359

Goodwill

Goodwill	12 Months Ended
	Dec. 31, 2016
Goodwill [Abstract]
Goodwill	4. Goodwill The change in carrying amount of goodwill during the years ended December 31 , , 0 (In thousands) Balance, December 31, 2013 $ 338,800 Other adjustments — Balance, December 31, 2014 338,800 Navvis sale (1,826 ) Balance, December 31, 2015 336,974 MeYou Health sale (2,294 ) Balance, December 31, 2016 $ 334,680 On November 1, 2015, we sold Navvis, 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, 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 loss from discontinued operations in our consolidated statement of comprehensive income (loss) for the year ended December 31, 2016. No goodwill was allocated to the disposal group in connection with the sale of the TPHS business. As of December 31 , 0 , 0 .

Intangible Assets

Intangible Assets	12 Months Ended
	Dec. 31, 2016
Intangible Assets [Abstract]
Intangible Assets	5. Intangible Assets Intangible assets subject to amortization at December 31 , (In thousands) Gross Carrying Amount Accumulated Amortization Net Acquired technology $ 6,422 $ (6,422 ) $ — Distributor and provider networks 8,709 (8,709 ) — Total $ 15,131 $ (15,131 ) $ — Intangible assets subject to amortization at December 31 , (In thousands) Gross Carrying Amount Accumulated Amortization Net Acquired technology $ 6,422 $ (6,422 ) $ — Distributor and provider networks 8,709 (8,232 ) 477 Total $ 15,131 $ (14,654 ) $ 477 As all intangible assets subject to amortization were fully amortized as of December 31, 2016, no amortization expense is expected over the next five years and thereafter. Total amortization expense for the years ended December 31, 2016, 2015, and 2014 was $0.5 million for each of these years. Intangible assets not subject to amortization at December 31, 2016 and 2015 consist of a tradename of $29.0 million. Intangible assets related to the disposition of the TPHS business include the following: (In thousands) Gross Carrying Amount Accumulated Amortization Net Customer contracts $ 12,170 $ (12,044 ) $ 126 Acquired technology 12,126 (11,525 ) 601 Patents 24,832 (19,121 ) 5,711 Perpetual license to survey-based data 32,000 (6,695 ) 25,305 Other 530 (482 ) 48 Total $ 81,658 $ (49,867 ) $ 31,791

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2016
Income Taxes [Abstract]
Income Taxes	6. Income Taxes Income tax expense is comprised of the following: (In thousands) Year Ended December 31, 2016 2015 2014 Current taxes Federal $ (426) $ 457 $ 483 State 311 670 263 Deferred taxes Federal 18,910 23,342 22,936 State 3,178 4,816 3,876 Total $ 21,973 $ 29,285 $ 27,558 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following table sets forth the significant components of our net deferred tax asset and liability as of December 31 , 0 0 (In thousands) December 31, 2016 December 31, 2015 Deferred tax asset: Accruals and reserves $ 4,085 $ 9,809 Deferred compensation 4,344 6,010 Share-based payments 5,818 8,344 Net operating loss carryforwards 68,271 30,545 Capital loss carryforwards 11,861 — Cash conversion derivative and cash convertible notes hedge, respectively 4,592 9,539 Basis difference on joint ventures 1,621 6,466 Other assets 4,297 3,933 104,889 74,646 Valuation allowance (15,176 ) (13,594 ) $ 89,713 $ 61,052 Deferred tax liability: Property and equipment $ (2,386 ) $ (49,645 ) Intangible assets (21,520 ) (17,666 ) Cash convertible notes hedge and cash conversion derivative, respectively (4,592 ) (9,539 ) Other liabilities (1,653 ) (102 ) (30,151 ) (76,952 ) Net deferred tax asset (liability) $ 59,562 $ (15,900 ) Net current deferred tax asset $ — $ 7,717 Net long-term deferred tax asset (liability) 59,562 (23,617 ) $ 59,562 $ (15,900 ) At December 31 , , , , 0 At December 31 , , , , , . Pursuant to ASC Topic 718-740 , - . , - We recorded a tax effect of $157,000 , ,000, , , , After the sale of the TPHS business, we determined that the undistributed earnings of the Company's remaining foreign subsidiaries were not permanently reinvested. As a result, we recorded a $1.6 million deferred tax liability on $13.9 million of undistributed earnings at December 31, 2016. At December 31, 2015, the undistributed earnings were considered to be indefinitely reinvested, and no U.S. federal or state income taxes were recorded thereon . The difference between income tax expense computed using the statutory federal income tax rate and the effective rate is as follows: (In thousands) Year Ended December 31, 2016 2015 2014 Statutory federal income tax $ 27,321 $ 25,522 $ 24,638 State income taxes, less federal income tax benefit 3,801 3,488 3,334 Permanent items 954 167 230 Change in valuation allowance (9,615) — — Prior year tax adjustments (444) 108 6 State income tax credits (44) — (650) Income tax expense $ 21,973 $ 29,285 $ 27,558 Uncertain Tax Positions As of December 31 , , . . , . The aggregate changes in the balance of unrecognized tax benefits , , (In thousands) Unrecognized tax benefits at December 31, 2014 $ 253 Decreases based upon settlements with taxing authorities (253 ) Unrecognized tax benefits at December 31, 2015 $ — Increases (decreases) in 2016 — Unrecognized tax benefits at December 31, 2016 $ — We file income tax returns in the U.S. Federal jurisdiction and in various state and foreign jurisdictions. Our 2014 federal income tax return is currently under IRS examination. Tax years remaining subject to examination in the U.S. Federal jurisdiction include 2013 to present.

Long-Term Debt

Long-Term Debt	12 Months Ended
	Dec. 31, 2016
Long-Term Debt [Abstract]
Long-Term Debt	7. Long-Term Debt The Company's long-term debt, net of unamortized deferred loan costs, consists of the following at December 31 , (In thousands) December 31, 2016 December 31, 2015 Cash Convertible Notes, net of unamortized discount $ 137,859 $ 130,296 CareFirst Convertible Note — 20,000 Fifth Amended Credit Agreement: Term Loan 60,000 80,000 Revolver 13,500 — Capital lease obligations and other 1,270 5,374 212,629 235,670 Less: deferred loan costs (2,286 ) (4,073 ) 210,343 231,597 Less: current portion (46,046 ) (23,308 ) $ 164,297 $ 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, $60 million of which remained outstanding at December 31, 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 contemplates 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 as of August 4, 2016 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 December 31, 2016, availability under the revolving credit facility totaled $103.8 million. Based upon the pro-forma calculations of compliance with the restrictive covenants under our credit agreement, we anticipate the ability to borrow under the revolving credit facility up to a maximum of $125.0 million through June 8, 2017 and up to a maximum of $79.7 million for the period beginning on June 9, 2017 and ending on June 8, 2018. 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 December 31, 2016. Accordingly, we have classified the Cash Convertible Notes as long-term debt at December 31, 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. Even if holders do not elect to convert their Cash Convertible Notes, we would be required under applicable accounting rules to reclassify the outstanding principal of the Cash Convertible Notes that are convertible as a current rather than long-term liability. 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 year ended December 31, 2016, we recorded $7.6 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 December 31, 2016 and December 31, 2015 was $137.9 million and $130.3 million, respectively, net of the unamortized discount of $12.1 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 ASC Topic 815 and are carried at fair value. See Note 10 for additional information regarding the Cash Convertible Notes Hedges and the Cash Conversion Derivative and their fair values as of December 31, 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 bore 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 could be prepaid only under limited circumstances and upon the terms and conditions specified therein. If the CareFirst Convertible Note had not been fully converted or redeemed in accordance with its terms, it would have matured on October 1, 2019. The CareFirst Convertible Note was 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 was 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 was subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications and similar events. In October 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. In December 2016, CareFirst exercised its right to convert the remaining 39,903 CareFirst Warrants for a total of 18,104 shares of our common stock in accordance with the terms of the Investment Agreement. The following table summarizes the minimum annual principal payments and repayments of the revolving advances under the Fifth Amended Credit Agreement and the Cash Convertible Notes for each of the next five years and thereafter : (In thousands) Year ending December 31, 2017 $ 44,831 2018 178,669 2019 — 2020 — 2021 — 2022 and thereafter — Total $ 223,500

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 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 . , . , 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 that began in the fourth quarter of the 2016 calendar year and end in the fourth quarter of 2017. As of December 31, 2016, this obligation totaled $3.3 million and was included in accrued liabilities. 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 TPHS business that we sold. 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 the TPHS business, the minimum fee requirements under our technology services outsourcing agreement with HP were eliminated.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2016
Fair Value Measurements [Abstract]
Fair Value Measurements	9. Fair Value Measurements We account for certain assets and liabilities at fair value . 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 . . 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 - 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 Non-Recurring Basis Based on our estimate of fair value prior to the disposition of the TPHS business, we determined in 2015 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"). Prior to July 31, 2016 and the sale of the TPHS business, the Gallup Derivative was recorded as a derivative liability in accordance with FASB ASC Topic 815 and was carried at fair value. Upon the sale of the TPHS business, we remain obligated to Sharecare 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 Gallup Joint Venture as discussed in Note 8 above. These payment obligations are recorded as a liability at December 31, 2016 but not as a derivative; since the Gallup Joint Venture was transferred to Sharecare, the Gallup Derivative was written off to discontinued operations. Further , , • reporting units measured at fair value as part of a goodwill impairment test; and • indefinite-lived intangible assets measured at fair value for impairment assessment. Each of these assets above is classified as Level 3 within the fair value hierarchy. During the fourth quarter of 2016 , . . Also during the fourth quarter of 2016, we estimated the fair value of our indefinite-lived intangible asset, a tradename, using a present value technique, which required management's estimate of future revenues attributable to this tradename, estimation of the long-term growth rate and royalty rate for this revenue, and determination of our weighted average cost of capital. Changes in these estimates and assumptions could materially affect the estimate of fair value for the tradename. We determined that the carrying value of the tradename was not impaired based upon the impairment review. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following tables present our assets and liabilities measured at fair value on a recurring basis at December 31, 2016 and December 31 , (In thousands) December 31, 2016 Level 3 Gross Fair Value Netting (1) Net Fair Value Assets: Cash Convertible Notes Hedges 48,361 48,361 — 48,361 Liabilities: Cash Conversion Derivative 48,361 48,361 — 48,361 (In thousands) 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 were valued using broker quotations of similar assets or liabilities in active markets . - , , , , The following table presents our financial instruments measured at fair value on a recurring basis using unobservable inputs (Level 3): (In thousands) Balance at December 31, 2015 Purchases of Level 3 Instruments Settlements of Level 3 Instruments Gains (Losses) Included in Earnings Balance at December 31, 2016 Cash Convertible Notes Hedges $ 12,632 $ — $ — $ 35,729 $ 48,361 Cash Conversion Derivative (12,632 ) — — (35,729 ) (48,361 ) 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 are recorded as selling, general and administrative expenses. Fair Value of Other Financial Instruments In addition to the interest rate swap agreements, the Cash Convertible Notes Hedges and the Cash Conversion Derivative , , 0 Cash and cash equivalents – The carrying amount of $1.6 million approximates fair value because of the short maturity of those instruments (less than three months). Long-term debt – The estimated fair value of outstanding borrowings under the Fifth Amended Credit Agreement, which includes a revolving credit facility and a term loan facility (see Note 7), and the Cash Convertible Notes are determined based on the fair value hierarchy as discussed above . , 0 , The Cash Convertible Notes are actively traded and therefore are classified as Level 1 valuations. The estimated fair value at December 31, 2016 was $187.7 million, which is based on the most recent trading price of the Cash Convertible Notes as of December 31, 2016, and the par value was $150.0 million. The carrying amount of the Cash Convertible Notes at December 31, 2016 was $137.9 million, which is net of the debt discount discussed in Note 7.

Derivative Investments and Hedg

Derivative Investments and Hedging Activities	12 Months Ended
	Dec. 31, 2016
Derivative Investments and Hedging Activities [Abstract]
Derivative Investments and Hedging Activities	10. Derivative Instruments and Hedging Activities We use derivative instruments to manage risks related to interest (through December 30, 2016), 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 prior interest rate swaps and foreign currency options and/or forward contracts are presented on a net basis by counterparty in the consolidated balance sheets. Derivative Instruments Designated as Hedging Instruments Cash Flow Hedges Derivative instruments that are designated and qualify as cash flow hedges are recorded at estimated fair value in the consolidated balance sheets , . , . , , 0 . . . The following table shows the effect of our cash flow hedges on the consolidated balance sheets during the years ended December 31, 2016 and 2 0 (In thousands) For the Year Ended Derivatives in Cash Flow Hedging Relationships December 31, 2016 December 31, 2015 Loss related to effective portion of derivatives recognized in accumulated OCI, gross of tax effect 110 253 Loss related to effective portion of derivatives reclassified from accumulated OCI to interest expense, gross of tax effect (507 ) (354 ) Gains and losses representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. During the years ended December 31, 2016 and 2 0 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 . , . The Cash Conversion Derivative is accounted for as a derivative liability 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. Year Ended December 31, (In thousands) 2016 2015 Statements of Comprehensive Income (Loss) Classification Cash Convertible Notes Hedges: Net unrealized (loss) gain $ 35,729 $ (35,393 ) Selling, general and administrative expense Cash Conversion Derivative: Net unrealized gain (loss) $ (35,729 ) $ 35,393 Selling, general and administrative expense Gallup Derivative: Net gain (loss) 4,823 (7,325 ) 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 December 31, 2016 and December 31, 2 0 December 31, 2016 December 31, 2015 (In thousands) 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 48,361 — — 12,632 — Total assets $ 48,361 $ 284 $ — $ 12,632 $ — Liabilities: Derivatives not designated as hedging instruments: Accrued liabilities $ — $ 48 $ — $ — $ 3,323 Other long-term liabilities 48,361 — — 12,632 3,016 Derivatives designated as hedging instruments: Accrued liabilities — — 397 — — Total liabilities $ 48,361 $ 48 $ 397 $ 12,632 $ 6,339 See also Note 9 for more information on fair value measurements.

Other Long-Term Liabilities

Other Long-Term Liabilities	12 Months Ended
	Dec. 31, 2016
Other Long-Term Liabilities [Abstract]
Other Long-Term Liabilities	11. Other Long-Term Liabilities Other long-term liabilities consist primarily of the Cash Conversion Derivative (see Notes 9 and 10) , . We have a non-qualified deferred compensation plan under which certain employees may defer a portion of their salaries and receive a Company matching contribution plus a discretionary contribution based on the Company's performance against targets . . . , As of December 31, 2 0 0 , , , ,

Leases

Leases	12 Months Ended
	Dec. 31, 2016
Leases [Abstract]
Leases	12. Leases We maintain operating lease agreements principally for our office spaces. We lease approximately 264, 000 , 00 . Our corporate office lease agreement in Tennessee contains escalation clauses and provides for two renewal options of five years each at then prevailing market rates . . . . Most of our operating leases include escalation clauses , , 0 , , , . - The following table summarizes our future minimum lease payments, net of total cash receipts from subleases of $33.9 million, under all capital leases and non-cancelable operating leases for each of the next five years and thereafter (In thousands) Capital Operating Year ending December 31, Leases Leases 2017 $ 95 $ 5,699 2018 56 5,336 2019 — 5,427 2020 — 2,999 2021 — 859 2022 and thereafter — 963 Total minimum lease payments $ 151 $ 21,283 Less amount representing interest — Present value of minimum lease payments 151 Less current portion 95 $ 56

Share-Based Compensation

Share-Based Compensation	12 Months Ended
	Dec. 31, 2016
Share-Based Compensation [Abstract]
Share-Based Compensation	13. Share-Based Compensation We have several stockholder-approved stock incentive plans for our employees and directors. During the year ended December 31, 2016, we had four types of share-based awards outstanding under these plans: 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 grant options under these plans at market value on the date of grant . , We recognize share-based compensation expense for options, restricted stock units, and restricted stock awards on a straight-line basis over the vesting period . , . . , 0 , Following are certain amounts recognized in the consolidated statements of operations for share-based compensation arrangements for the years ended December 31, 2 0 - Year Ended December 31, December 31, December 31, (In millions) 2016 2015 (2) 2014 Total share-based compensation $ 17.5 $ 10.5 $ 8.3 Share-based compensation included in cost of services 1.2 0.9 1.0 Share-based compensation included in selling, general and administrative expenses 5.9 6.0 3.9 Share-based compensation included in restructuring and related charges 0.3 0.2 — Share-based compensation included in discontinued operations (1) 10.1 3.4 3.4 Total income tax benefit recognized 2.9 2.8 2.0 (1) Includes the acceleration of vesting of all unvested stock options, market stock units and restricted stock units held by two former senior executives as of the Closing who had accepted employment with Sharecare. (2) Includes the acceleration of vesting in May 2015 of all unexercisable stock options and unvested time-based restricted stock units held by our former president and chief executive officer at the time of the termination of his employment. As of December 31 , , In connection with the sale of the TPHS business, we modified approximately 92,000 options, 396,000 restricted stock units, and 75,000 market stock units by accelerating the vesting dates to July 31, 2016 (the date on which the sale of the TPHS business was consummated) for approximately 100 employees of the TPHS business. This resulted in share-based compensation expense of $7.4 million, all of which is included in discontinued operations . Stock Options We use a lattice-based binomial option valuation model ("lattice binomial model") to estimate the fair values of stock options . . , The following table sets forth the weighted average grant-date fair values of options and the weighted average assumptions we used to develop the fair value estimates under each of the option valuation models for the year ended December 31, 2014: Year Ended December 31, 2014 Weighted average grant-date fair value of options per share $ 9.05 Assumptions: Expected volatility 54.6 % Expected dividends — Expected term (in years) 4.7 Risk-free rate 2.4 % A summary of option activity as of December 31, 2016 and the changes during the year then ended is presented below: Options Shares (In thousands) Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (In thousands) Outstanding at January 1, 2016 2,121 $ 13.34 Granted — — Exercised (955 ) 11.77 Forfeited (40 ) 13.65 Expired (102 ) 21.27 Outstanding at December 31, 2016 1,024 $ 14.02 4.7 $ 9,972 Exercisable at December 31, 2016 899 $ 13.95 4.4 $ 8,930 The total intrinsic value, which represents the difference between the market price of the underlying common stock and the option's exercise price, of options exercised during the years ended December 31, 2016, 2015 and 2014 was $10.2 million, $5.3 million, and $1.1 million, respectively. Cash received from option exercises under all share-based payment arrangements during 2016 was $10.0 million. No actual tax benefit was realized during 2016 for the tax deductions from option exercises. We issue new shares of common stock upon exercise of stock options or vesting of restricted stock units and market stock units. Nonvested Shares The fair value of restricted stock and restricted stock units is determined based on the closing bid price of the Company's common stock on the grant date. The weighted average grant-date fair value of restricted stock and restricted stock units granted during the years ended December 31, 2016, 2015 and 2014 was $12.37, $11.97, and $16.72, respectively. The fair value of market stock units is determined based on the closing bid price of the Company's common stock on the grant date , . , , The two tables below set forth a summary of our nonvested shares as of December 31 , 0 . , , , . The following table shows a summary of our restricted stock and restricted stock units as of December 31, 2016, as well as activity during the year then ended: Restricted Stock and Restricted Stock Units Shares (In thousands) Weighted- Average Grant Date Fair Value Nonvested at January 1, 2016 1,618 $ 12.35 Granted 967 12.37 Vested (1,036 ) 11.89 Forfeited (610 ) 11.95 Nonvested at December 31, 2016 939 $ 13.11 The following table shows a summary of our market stock units as of December 31, 2016 , Market Stock Units Shares (In thousands) Weighted- Average Grant Date Fair Value Nonvested at January 1, 2016 474 $ 6.53 Granted 328 10.67 Vested (221 ) 7.30 Forfeited (175 ) 8.15 Nonvested at December 31, 2016 406 $ 8.75

Share Repurchases

Share Repurchases	12 Months Ended
	Dec. 31, 2016
Share Repurchases [Abstract]
Share Repurchases	14. Share Repurchases In accordance with the terms of a Separation and Release Agreement entered into with our former President and Chief Executive Officer, Ben R . , , , 0

Earnings (Loss) Per Share

Earnings (Loss) Per Share	12 Months Ended
	Dec. 31, 2016
Earnings (Loss) Per Share [Abstract]
Earnings (Loss) Per Share	15. Earnings (Loss) Per Share The following is a reconciliation of the numerator and denominator of basic and diluted earnings (loss) per share for the years ended December 31, 2016, 2015, and 2014: (In thousands except per share data) Year Ended December 31, Numerator: 2016 2015 2014 Net income from continuing operations attributable to Tivity Health, Inc. - numerator for earnings per share $ 56,091 $ 43,634 $ 42,836 Net loss from discontinued operations attributable to Tivity Health, Inc. - numerator for loss per share (185,202 ) (74,581 ) (48,397 ) Net loss attributable to Tivity Health, Inc. - numerator for loss per share $ (129,111 ) (30,947 ) (5,561 ) Denominator: Shares used for basic income (loss) per share 36,999 35,832 35,302 Effect of dilutive stock options and restricted stock units outstanding: Non-qualified stock options 344 568 706 Restricted stock units 538 364 313 Performance stock units — 25 21 Market stock units 194 10 — CareFirst Warrants — 55 4 Shares used for diluted income (loss) per share 38,075 36,854 36,346 Earnings (loss) per share attributable to Tivity Health, Inc. - basic: Continuing operations $ 1.52 $ 1.22 $ 1.21 Discontinued operations $ (5.01 ) $ (2.08 ) $ (1.37 ) Net loss $ (3.49 ) $ (0.86 ) $ (0.16 ) Earnings (loss) per share attributable to Tivity Health, Inc. - diluted: Continuing operations $ 1.47 $ 1.18 $ 1.18 Discontinued operations $ (4.86 ) $ (2.02 ) $ (1.33 ) Net loss $ (3.39 ) $ (0.84 ) $ (0.15 ) Dilutive securities outstanding not included in the computation of earnings (loss) per share because their effect is anti-dilutive: Non-qualified stock options 708 903 1,357 Restricted stock units 333 220 97 Performance stock units — — 1 Market stock units 6 2 — Warrants related to Cash Convertible Notes 7,707 7,707 7,707 CareFirst Convertible Note — 892 892 CareFirst Warrants — 263 83

Accumulated OCI

Accumulated OCI	12 Months Ended
	Dec. 31, 2016
Accumulated OCI [Abstract]
Accumulated OCI	16. Accumulated OCI The following tables summarize the changes in accumulated OCI, net of tax, for the years ended December 31, 2016 and 2015: (In thousands) 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 ) $ (4,000 ) $ (4,239 ) Other comprehensive income (loss) before reclassifications, net of tax (67 ) (502 ) (569 ) Amounts reclassified from accumulated OCI, net of tax 306 — 306 Net increase (decrease) in other comprehensive income (loss), net of tax 239 (502 ) (263 ) Accumulated OCI, net of tax, as of December 31, 2016 $ — $ (4,502 ) $ (4,502 ) (In thousands) Net Change in Fair Value of Interest Rate Swaps Foreign Currency Translation Adjustments Total Accumulated OCI, net of tax, as of January 1, 2015 $ (342 ) $ (1,706 ) $ (2,048 ) Other comprehensive income (loss) before reclassifications, net of tax (111 ) (2,294 ) (2,405 ) Amounts reclassified from accumulated OCI, net of tax 214 — 214 Net increase (decrease) in other comprehensive income (loss), net of tax 103 (2,294 ) (2,191 ) Accumulated OCI, net of tax, as of December 31, 2015 $ (239 ) $ (4,000 ) $ (4,239 ) The following table provides details about reclassifications out of accumulated OCI for the years ended December 31, 2016 and 2015: Twelve Months Ended December 31, Statement of Comprehensive Income (In thousands) 2016 2015 (Loss) Classification Interest rate swaps $ 507 $ 354 Interest expense (201 ) (140 ) Income tax benefit $ 306 $ 214 Net of tax See Note 10 for further discussion of our interest rate swaps.

Restructuring and Related Charg

Restructuring and Related Charges	12 Months Ended
	Dec. 31, 2016
Restructuring and Related Charges [Abstract]
Restructuring and Related Charges	17. 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 years ended December 31, 2016 and 2015 directly related to our 2015 Restructuring Plan and other restructuring costs: (In thousands) Severance and Other Employee-Related Costs Consulting and Other Costs (1) Asset Retirements Total Restructuring charges $ 8,836 $ 5,074 $ 1,187 $ 15,097 Payments (825 ) (2,174 ) — (2,999 ) Non-cash charges (2) (918 ) — (1,187 ) (2,105 ) Accrued restructuring and related charges liability as of December 31, 2015 $ 7,093 $ 2,900 $ — $ 9,993 Restructuring charges 4,599 4,130 — 8,729 Cash payments (7,414 ) (6,967 ) — (14,381 ) Non-cash charges (2) 67 — — 67 Adjustments (3) (103 ) — — (103 ) Accrued restructuring and related charges liability as of December 31, 2016 $ 4,242 $ 63 $ — $ 4,305 (1) (2) (3) resulted primarily from actual employee tax and benefit amounts differing from previous estimates 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 million in restructuring charges related to the 2016 Restructuring Plan, $4.9 million of which was incurred by the end of the fourth quarter of 2016, with the remainder expected to be incurred in the first quarter of 2017 and to consist of severance and other employee-related costs. The following table shows the costs incurred for the year ended December 31, 2016 directly related to our 2016 Restructuring Plan and other restructuring costs: (In thousands) Severance and Other Employee-Related Costs Consulting and Other Costs (1) Total Restructuring charges $ 4,697 $ 236 $ 4,933 Payments (559 ) (188 ) (747 ) Non-cash charges (2) (287 ) — (287 ) Accrued restructuring and related charges liability as of December 31, 2016 $ 3,851 $ 48 $ 3,899 (1) (2)

Employee Benefits

Employee Benefits	12 Months Ended
	Dec. 31, 2016
Employee Benefits [Abstract]
Employee Benefits	18. Employee Benefits We have a 401(k) Retirement Savings Plan (the "4 0 . , 0

Segment Disclosures and Concent

Segment Disclosures and Concentrations of Risk	12 Months Ended
	Dec. 31, 2016
Segment Disclosures and Concentrations of Risk [Abstract]
Segment Disclosures and Concentrations of Risk	19. Segment Disclosures and Concentrations of Risk Excluding the TPHS business, during 2 0 , - , During 2016 , 0 During 2 0 , 0

Quarterly Financial Information

Quarterly Financial Information (unaudited)	12 Months Ended
	Dec. 31, 2016
Quarterly Financial Information (unaudited) [Abstract]
Quarterly Financial Information (unaudited)	20. Quarterly Financial Information (unaudited) (In thousands, except per share data) Year Ended December 31, 2016 First Second Third Fourth (3) Revenues $ 126,012 $ 125,003 $ 125,049 $ 124,933 Gross margin $ 33,105 $ 34,590 $ 34,562 $ 38,304 Income before income taxes $ 19,208 $ 19,962 $ 17,925 $ 20,972 Net income from continuing operations attributable to Tivity Health, Inc. $ 19,208 $ 19,962 $ 4,799 $ 12,125 Net income (loss) from discontinued operations attributable to Tivity Health, Inc. $ (33,417 ) $ (195,558 ) $ 48,995 $ (5,225 ) Net income (loss) attributable to Tivity Health, Inc. $ (14,209 ) $ (175,596 ) $ 53,794 $ 6,900 Earnings (loss) per share attributable to Tivity Health, Inc. – basic: Continuing operations (1) $ 0.53 $ 0.55 $ 0.13 $ 0.31 Discontinued operations (1) $ (0.93 ) $ (5.41 ) $ 1.32 $ (0.14 ) Net income (loss) (1) (2) $ (0.39 ) $ (4.85 ) $ 1.45 $ 0.18 Earnings (loss) per share attributable to Tivity Health, Inc. – diluted: Continuing operations (1) $ 0.52 $ 0.54 $ 0.12 $ 0.30 Discontinued operations (1) $ (0.91 ) $ (5.25 ) $ 1.28 $ (0.13 ) Net income (loss) (1) (2) $ (0.39 ) $ (4.72 ) $ 1.40 $ 0.17 (In thousands, except per share data) Year Ended December 31, 2015 First Second Third Fourth Revenues $ 111,649 $ 113,425 $ 113,536 $ 113,482 Gross margin $ 30,146 $ 34,711 $ 33,078 $ 30,748 Income before income taxes $ 17,775 $ 17,698 $ 21,383 $ 16,063 Net income from continuing operations attributable to Tivity Health, Inc. $ 10,680 $ 10,756 $ 12,960 $ 9,238 Net loss from discontinued operations attributable to Tivity Health, Inc. $ (13,593 ) $ (10,336 ) $ (21,986 ) $ (28,666 ) Net income (loss) attributable to Tivity Health, Inc. $ (2,913 ) $ 420 $ (9,026 ) $ (19,428 ) Earnings (loss) per share attributable to Tivity Health, Inc. – basic: Continuing operations (1) $ 0.30 $ 0.30 $ 0.36 $ 0.26 Discontinued operations (1) $ (0.38 ) $ (0.29 ) $ (0.61 ) $ (0.79 ) Net income (loss) (1) (2) $ (0.08 ) $ 0.01 $ (0.25 ) $ (0.54 ) Earnings (loss) per share attributable to Tivity Health, Inc. – diluted: Continuing operations (1) $ 0.29 $ 0.29 $ 0.35 $ 0.25 Discontinued operations (1) $ (0.37 ) $ (0.28 ) $ (0.60 ) $ (0.78 ) Net income (loss) (1) (2) $ (0.08 ) $ 0.01 $ (0.25 ) $ (0.53 ) (1) We calculated earnings per share for each of the quarters based on the weighted average number of shares and dilutive securities outstanding for each period . , (2) Figures may not add due to rounding. (3) Net income from continuing operations for the fourth quarter of 2016 includes the impact of a $2.2 million out of period adjustment to decrease depreciation expense included in continuing operations (with a corresponding increase to depreciation expense included in discontinued operations) related to the correction of our previous allocation of 2016 depreciation expense between continuing and discontinued operations based on having completed our asset separation analysis. The previous interim periods in 2016 were not materially misstated, nor is the correction material to the interim results for the fourth quarter of 2016.

Summary of Significant Accoun30

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2016
Summary of Significant Accounting Policies [Abstract]
Principles of Consolidation	a. Principles of Consolidation – See discussion above regarding the TPHS business, including a non-controlling interest. We have eliminated all intercompany profits, transactions and balances.
Cash and Cash Equivalents	b. Cash and Cash Equivalents - Cash and cash equivalents primarily include cash on deposit.
Accounts Receivable, net	c. Accounts Receivable, net - Accounts receivable includes billed and unbilled amounts. Billed receivables represent fees that are contractually due for services performed , . ,
Property and Equipment	d. Property and Equipment - Property and equipment is carried at cost and includes expenditures that increase value or extend useful lives. We recognize depreciation using the straight-line method over useful lives of three to seven years for computer software and hardware and four to seven years for furniture and other office equipment. Leasehold improvements are depreciated over the shorter of the estimated life of the asset or the life of the lease , 0 0
Other Assets	e. Other Assets - .
Intangible Assets	f. Intangible Assets - Intangible assets subject to amortization include customer contracts, acquired technology, and distributor and provider networks , . We assess the potential impairment of intangible assets subject to amortization whenever events or changes in circumstances indicate that the carrying values may not be recoverable. If we determine that the carrying value of identifiable intangible assets may not be recoverable, we calculate any impairment using an estimate of the asset's fair value based on the estimated price that would be received to sell the asset in an orderly transaction between market participants. Intangible assets not subject to amortization at December 31, 2016 and 2 0 .0 . .
Goodwill	g. Goodwill - We recognize goodwill for the excess of the purchase price over the fair value of tangible and identifiable intangible net assets of businesses that we acquire. We review goodwill for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis (during the fourth quarter the fiscal year) or more frequently whenever events or circumstances indicate that the carrying value may not be recoverable. Following the sale of the TPHS business effective July 31, 2016, a single reporting unit remains. We may elect to perform a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If we conclude during the qualitative assessment that this is the case or if we elect not to perform a qualitative assessment, we perform a quantitative review as described below. During a quantitative review of goodwill, we estimate the fair value of a reporting unit using a combination of a discounted cash flow model and a market-based approach, and in the event we were to have multiple reporting units, we reconcile the aggregate fair value of our reporting units to our consolidated market capitalization. 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 our business, the useful life over which cash flows will occur, and determination of our weighted average cost of capital, as well as relevant comparable company earnings multiples for the market-based approach. Changes in these estimates and assumptions could materially affect the estimate of fair value and potential goodwill impairment for a reporting unit. If we determine that the carrying value of goodwill is impaired, we calculate any impairment using a fair-value based goodwill impairment test as required by U.S. GAAP. The fair value of a reporting unit is the price that would be received upon a sale of the unit as a whole in an orderly transaction between market participants at the measurement date.
Accounts Payable	h. Accounts Payable - Accounts payable consists of short-term trade obligations and includes cash overdrafts attributable to disbursements not yet cleared by the bank.
Income Taxes	i. Income Taxes - . . . , 0 Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are expected to be realized .
Revenue Recognition	j. Revenue Recognition - , , Our fees are generally billed per member per month ("PMPM"), upon member participation , or a combination of both . . We generally bill our customers each month for the entire amount of the fees contractually due for the prior month's enrollment , , , . We recognize revenue as follows: (1) we recognize the fixed portion of PMPM fees and fees for service as revenue during the period we perform our services; and (2) we recognize performance-based revenue based on the most recent assessment of our performance , We are currently evaluating the impact that the adoption of ASU No. 2014-09 (as discussed under "Recent Relevant Accounting Standards" below) will have on our revenue recognition policies and procedures, financial position, results of operations, cash flows, financial disclosures, and control framework .
Earnings (Loss) Per Share	k. Earnings (Loss) Per Share – We calculate basic earnings (loss) per share using weighted average common shares outstanding during the period. We calculate diluted earnings (loss) per share using weighted average common shares outstanding during the period plus the effect of all dilutive potential common shares outstanding during the period unless the impact would be anti-dilutive. See Note 15 for a reconciliation of basic and diluted earnings (loss) per share.
Share-Based Compensation	l. Share-Based Compensation – We recognize all share - -
Derivative Instruments and Hedging Activities	m. Derivative Instruments and Hedging Activities – We use derivative instruments to manage risks related to interest expense and the cash convertible senior notes (as discussed in Note 7) . , . , . , .
Management Estimates	n. Management Estimates – In preparing our consolidated financial statements in conformity with U.S .

Discontinued Operations (Tables

Discontinued Operations (Tables)	12 Months Ended
	Dec. 31, 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, net 146,404 Other assets 10,705 Intangible assets, net 31,791 Total assets $ 254,702 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 financial results of the TPHS business included in "loss from discontinued operations" for the years ended December 31, 2016, 2015, and 2014. Year Ended December 31, (In thousands) 2016 2015 2014 Revenues $ 151,780 $ 318,506 $ 336,920 Cost of services 173,302 317,849 325,243 Selling, general & administrative expenses 18,594 32,928 33,434 Depreciation and amortization 27,207 42,986 46,343 Restructuring and related charges 8,626 14,395 — Legal settlement charges — — 11,805 Equity in income (loss) from joint ventures 243 (20,229 ) (637 ) Pretax loss on discontinued operations (75,706 ) (109,881 ) (80,542 ) Pretax gain on sale of Navvis business — 1,873 — Pretax loss on sale of MeYou Health business (4,826 ) — — Pretax loss on sale of TPHS business (202,095 ) — — Total pretax loss on discontinued operations (282,627 ) (108,008 ) (80,542 ) Income tax benefit (97,921 ) (33,056 ) (32,145 ) Loss from discontinued operations, net of income tax benefit $ (184,706 ) $ (74,952 ) $ (48,397 )
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 were as follows: Year Ended December 31, (In thousands) 2016 2015 2014 Depreciation and amortization on discontinued operations $ 27,207 $ 42,986 $ 46,343 Capital expenditures on discontinued operations 10,258 29,984 38,669 Assets acquired through capital lease obligations — 898 6,321 Share-based compensation on discontinued operations 10,144 3,404 3,359

Goodwill (Tables)

Goodwill (Tables)	12 Months Ended
	Dec. 31, 2016
Goodwill [Abstract]
Change in Carrying Amount of Goodwill	The change in carrying amount of goodwill during the years ended December 31 , , 0 (In thousands) Balance, December 31, 2013 $ 338,800 Other adjustments — Balance, December 31, 2014 338,800 Navvis sale (1,826 ) Balance, December 31, 2015 336,974 MeYou Health sale (2,294 ) Balance, December 31, 2016 $ 334,680

Intangible Assets (Tables)

Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 2016
Finite-Lived Intangible Assets [Line Items]
Intangible Assets Subject to Amortization	Intangible assets subject to amortization at December 31 , (In thousands) Gross Carrying Amount Accumulated Amortization Net Acquired technology $ 6,422 $ (6,422 ) $ — Distributor and provider networks 8,709 (8,709 ) — Total $ 15,131 $ (15,131 ) $ — Intangible assets subject to amortization at December 31 , (In thousands) Gross Carrying Amount Accumulated Amortization Net Acquired technology $ 6,422 $ (6,422 ) $ — Distributor and provider networks 8,709 (8,232 ) 477 Total $ 15,131 $ (14,654 ) $ 477
TPHS Business [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Assets Subject to Amortization	Intangible assets related to the disposition of the TPHS business include the following: (In thousands) Gross Carrying Amount Accumulated Amortization Net Customer contracts $ 12,170 $ (12,044 ) $ 126 Acquired technology 12,126 (11,525 ) 601 Patents 24,832 (19,121 ) 5,711 Perpetual license to survey-based data 32,000 (6,695 ) 25,305 Other 530 (482 ) 48 Total $ 81,658 $ (49,867 ) $ 31,791

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2016
Income Taxes [Abstract]
Components of Income Tax Expense	Income tax expense is comprised of the following: (In thousands) Year Ended December 31, 2016 2015 2014 Current taxes Federal $ (426) $ 457 $ 483 State 311 670 263 Deferred taxes Federal 18,910 23,342 22,936 State 3,178 4,816 3,876 Total $ 21,973 $ 29,285 $ 27,558
Significant Components of Net Deferred Tax Asset and Liability	The following table sets forth the significant components of our net deferred tax asset and liability as of December 31 , 0 0 (In thousands) December 31, 2016 December 31, 2015 Deferred tax asset: Accruals and reserves $ 4,085 $ 9,809 Deferred compensation 4,344 6,010 Share-based payments 5,818 8,344 Net operating loss carryforwards 68,271 30,545 Capital loss carryforwards 11,861 — Cash conversion derivative and cash convertible notes hedge, respectively 4,592 9,539 Basis difference on joint ventures 1,621 6,466 Other assets 4,297 3,933 104,889 74,646 Valuation allowance (15,176 ) (13,594 ) $ 89,713 $ 61,052 Deferred tax liability: Property and equipment $ (2,386 ) $ (49,645 ) Intangible assets (21,520 ) (17,666 ) Cash convertible notes hedge and cash conversion derivative, respectively (4,592 ) (9,539 ) Other liabilities (1,653 ) (102 ) (30,151 ) (76,952 ) Net deferred tax asset (liability) $ 59,562 $ (15,900 ) Net current deferred tax asset $ — $ 7,717 Net long-term deferred tax asset (liability) 59,562 (23,617 ) $ 59,562 $ (15,900 )
Difference between Income Tax Expense Computed using Statutory Federal Income Tax Rate and effective rate	The difference between income tax expense computed using the statutory federal income tax rate and the effective rate is as follows: (In thousands) Year Ended December 31, 2016 2015 2014 Statutory federal income tax $ 27,321 $ 25,522 $ 24,638 State income taxes, less federal income tax benefit 3,801 3,488 3,334 Permanent items 954 167 230 Change in valuation allowance (9,615) — — Prior year tax adjustments (444) 108 6 State income tax credits (44) — (650) Income tax expense $ 21,973 $ 29,285 $ 27,558
Changes in Unrecognized Tax Benefits	The aggregate changes in the balance of unrecognized tax benefits , , (In thousands) Unrecognized tax benefits at December 31, 2014 $ 253 Decreases based upon settlements with taxing authorities (253 ) Unrecognized tax benefits at December 31, 2015 $ — Increases (decreases) in 2016 — Unrecognized tax benefits at December 31, 2016 $ —

Long-Term Debt (Tables)

Long-Term Debt (Tables)	12 Months Ended
	Dec. 31, 2016
Long-Term Debt [Abstract]
Long-term Debt, Net of Unamortized Deferred Loan Costs	The Company's long-term debt, net of unamortized deferred loan costs, consists of the following at December 31 , (In thousands) December 31, 2016 December 31, 2015 Cash Convertible Notes, net of unamortized discount $ 137,859 $ 130,296 CareFirst Convertible Note — 20,000 Fifth Amended Credit Agreement: Term Loan 60,000 80,000 Revolver 13,500 — Capital lease obligations and other 1,270 5,374 212,629 235,670 Less: deferred loan costs (2,286 ) (4,073 ) 210,343 231,597 Less: current portion (46,046 ) (23,308 ) $ 164,297 $ 208,289
Minimum Annual Principal Payments and Repayments of the Revolving Advances	The following table summarizes the minimum annual principal payments and repayments of the revolving advances under the Fifth Amended Credit Agreement and the Cash Convertible Notes for each of the next five years and thereafter : (In thousands) Year ending December 31, 2017 $ 44,831 2018 178,669 2019 — 2020 — 2021 — 2022 and thereafter — Total $ 223,500

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2016
Fair Value Measurements [Abstract]
Assets and Liabilities Measured at Fair Value on a Recurring Basis	The following tables present our assets and liabilities measured at fair value on a recurring basis at December 31, 2016 and December 31 , (In thousands) December 31, 2016 Level 3 Gross Fair Value Netting (1) Net Fair Value Assets: Cash Convertible Notes Hedges 48,361 48,361 — 48,361 Liabilities: Cash Conversion Derivative 48,361 48,361 — 48,361 (In thousands) 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)
Financial Instruments Measured at Fair Value on Recurring Basis Using Unobservable Inputs	The following table presents our financial instruments measured at fair value on a recurring basis using unobservable inputs (Level 3): (In thousands) Balance at December 31, 2015 Purchases of Level 3 Instruments Settlements of Level 3 Instruments Gains (Losses) Included in Earnings Balance at December 31, 2016 Cash Convertible Notes Hedges $ 12,632 $ — $ — $ 35,729 $ 48,361 Cash Conversion Derivative (12,632 ) — — (35,729 ) (48,361 ) Gallup Derivative $ (6,339 ) $ — $ 6,339 $ — $ —

Derivative Investments and He37

Derivative Investments and Hedging Activities (Tables)	12 Months Ended
	Dec. 31, 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 years ended December 31, 2016 and 2 0 (In thousands) For the Year Ended Derivatives in Cash Flow Hedging Relationships December 31, 2016 December 31, 2015 Loss related to effective portion of derivatives recognized in accumulated OCI, gross of tax effect 110 253 Loss related to effective portion of derivatives reclassified from accumulated OCI to interest expense, gross of tax effect (507 ) (354 )
Gains and Losses Resulting from Change in Fair Values of Derivatives	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. Year Ended December 31, (In thousands) 2016 2015 Statements of Comprehensive Income (Loss) Classification Cash Convertible Notes Hedges: Net unrealized (loss) gain $ 35,729 $ (35,393 ) Selling, general and administrative expense Cash Conversion Derivative: Net unrealized gain (loss) $ (35,729 ) $ 35,393 Selling, general and administrative expense Gallup Derivative: Net gain (loss) 4,823 (7,325 ) Loss from discontinued operations
Fair Values of Derivative Instruments	The estimated gross fair values of derivative instruments at December 31, 2016 and December 31, 2 0 December 31, 2016 December 31, 2015 (In thousands) 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 48,361 — — 12,632 — Total assets $ 48,361 $ 284 $ — $ 12,632 $ — Liabilities: Derivatives not designated as hedging instruments: Accrued liabilities $ — $ 48 $ — $ — $ 3,323 Other long-term liabilities 48,361 — — 12,632 3,016 Derivatives designated as hedging instruments: Accrued liabilities — — 397 — — Total liabilities $ 48,361 $ 48 $ 397 $ 12,632 $ 6,339

Leases (Tables)

Leases (Tables)	12 Months Ended
	Dec. 31, 2016
Leases [Abstract]
Summary of Future Minimum Lease Payments Under All Capital Leases and Non-cancelable Operating Leases	The following table summarizes our future minimum lease payments, net of total cash receipts from subleases of $33.9 million, under all capital leases and non-cancelable operating leases for each of the next five years and thereafter (In thousands) Capital Operating Year ending December 31, Leases Leases 2017 $ 95 $ 5,699 2018 56 5,336 2019 — 5,427 2020 — 2,999 2021 — 859 2022 and thereafter — 963 Total minimum lease payments $ 151 $ 21,283 Less amount representing interest — Present value of minimum lease payments 151 Less current portion 95 $ 56

Share-Based Compensation (Table

Share-Based Compensation (Tables)	12 Months Ended
	Dec. 31, 2016
Share-Based Compensation [Abstract]
Allocated Share-based Compensation Costs	Following are certain amounts recognized in the consolidated statements of operations for share-based compensation arrangements for the years ended December 31, 2 0 - Year Ended December 31, December 31, December 31, (In millions) 2016 2015 (2) 2014 Total share-based compensation $ 17.5 $ 10.5 $ 8.3 Share-based compensation included in cost of services 1.2 0.9 1.0 Share-based compensation included in selling, general and administrative expenses 5.9 6.0 3.9 Share-based compensation included in restructuring and related charges 0.3 0.2 — Share-based compensation included in discontinued operations (1) 10.1 3.4 3.4 Total income tax benefit recognized 2.9 2.8 2.0 (1) Includes the acceleration of vesting of all unvested stock options, market stock units and restricted stock units held by two former senior executives as of the Closing who had accepted employment with Sharecare. (2) Includes the acceleration of vesting in May 2015 of all unexercisable stock options and unvested time-based restricted stock units held by our former president and chief executive officer at the time of the termination of his employment.
Weighted Average Grant-date Fair Values of Options and the Weighted Average Assumptions Used	The following table sets forth the weighted average grant-date fair values of options and the weighted average assumptions we used to develop the fair value estimates under each of the option valuation models for the year ended December 31, 2014: Year Ended December 31, 2014 Weighted average grant-date fair value of options per share $ 9.05 Assumptions: Expected volatility 54.6 % Expected dividends — Expected term (in years) 4.7 Risk-free rate 2.4 %
Summary of Option Activity	A summary of option activity as of December 31, 2016 and the changes during the year then ended is presented below: Options Shares (In thousands) Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (In thousands) Outstanding at January 1, 2016 2,121 $ 13.34 Granted — — Exercised (955 ) 11.77 Forfeited (40 ) 13.65 Expired (102 ) 21.27 Outstanding at December 31, 2016 1,024 $ 14.02 4.7 $ 9,972 Exercisable at December 31, 2016 899 $ 13.95 4.4 $ 8,930
Summary of Nonvested Shares	The following table shows a summary of our restricted stock and restricted stock units as of December 31, 2016, as well as activity during the year then ended: Restricted Stock and Restricted Stock Units Shares (In thousands) Weighted- Average Grant Date Fair Value Nonvested at January 1, 2016 1,618 $ 12.35 Granted 967 12.37 Vested (1,036 ) 11.89 Forfeited (610 ) 11.95 Nonvested at December 31, 2016 939 $ 13.11
Market Stock Units	The following table shows a summary of our market stock units as of December 31, 2016 , Market Stock Units Shares (In thousands) Weighted- Average Grant Date Fair Value Nonvested at January 1, 2016 474 $ 6.53 Granted 328 10.67 Vested (221 ) 7.30 Forfeited (175 ) 8.15 Nonvested at December 31, 2016 406 $ 8.75

Earnings (Loss) Per Share (Tabl

Earnings (Loss) Per Share (Tables)	12 Months Ended
	Dec. 31, 2016
Earnings (Loss) Per Share [Abstract]
Reconciliation of the Numerator and Denominator of Basic and Diluted Earnings (Loss) Per Share	The following is a reconciliation of the numerator and denominator of basic and diluted earnings (loss) per share for the years ended December 31, 2016, 2015, and 2014: (In thousands except per share data) Year Ended December 31, Numerator: 2016 2015 2014 Net income from continuing operations attributable to Tivity Health, Inc. - numerator for earnings per share $ 56,091 $ 43,634 $ 42,836 Net loss from discontinued operations attributable to Tivity Health, Inc. - numerator for loss per share (185,202 ) (74,581 ) (48,397 ) Net loss attributable to Tivity Health, Inc. - numerator for loss per share $ (129,111 ) (30,947 ) (5,561 ) Denominator: Shares used for basic income (loss) per share 36,999 35,832 35,302 Effect of dilutive stock options and restricted stock units outstanding: Non-qualified stock options 344 568 706 Restricted stock units 538 364 313 Performance stock units — 25 21 Market stock units 194 10 — CareFirst Warrants — 55 4 Shares used for diluted income (loss) per share 38,075 36,854 36,346 Earnings (loss) per share attributable to Tivity Health, Inc. - basic: Continuing operations $ 1.52 $ 1.22 $ 1.21 Discontinued operations $ (5.01 ) $ (2.08 ) $ (1.37 ) Net loss $ (3.49 ) $ (0.86 ) $ (0.16 ) Earnings (loss) per share attributable to Tivity Health, Inc. - diluted: Continuing operations $ 1.47 $ 1.18 $ 1.18 Discontinued operations $ (4.86 ) $ (2.02 ) $ (1.33 ) Net loss $ (3.39 ) $ (0.84 ) $ (0.15 ) Dilutive securities outstanding not included in the computation of earnings (loss) per share because their effect is anti-dilutive: Non-qualified stock options 708 903 1,357 Restricted stock units 333 220 97 Performance stock units — — 1 Market stock units 6 2 — Warrants related to Cash Convertible Notes 7,707 7,707 7,707 CareFirst Convertible Note — 892 892 CareFirst Warrants — 263 83

Accumulated OCI (Tables)

Accumulated OCI (Tables)	12 Months Ended
	Dec. 31, 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 years ended December 31, 2016 and 2015: (In thousands) 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 ) $ (4,000 ) $ (4,239 ) Other comprehensive income (loss) before reclassifications, net of tax (67 ) (502 ) (569 ) Amounts reclassified from accumulated OCI, net of tax 306 — 306 Net increase (decrease) in other comprehensive income (loss), net of tax 239 (502 ) (263 ) Accumulated OCI, net of tax, as of December 31, 2016 $ — $ (4,502 ) $ (4,502 ) (In thousands) Net Change in Fair Value of Interest Rate Swaps Foreign Currency Translation Adjustments Total Accumulated OCI, net of tax, as of January 1, 2015 $ (342 ) $ (1,706 ) $ (2,048 ) Other comprehensive income (loss) before reclassifications, net of tax (111 ) (2,294 ) (2,405 ) Amounts reclassified from accumulated OCI, net of tax 214 — 214 Net increase (decrease) in other comprehensive income (loss), net of tax 103 (2,294 ) (2,191 ) Accumulated OCI, net of tax, as of December 31, 2015 $ (239 ) $ (4,000 ) $ (4,239 )
Reclassifications out of Accumulated Other Comprehensive Income	The following table provides details about reclassifications out of accumulated OCI for the years ended December 31, 2016 and 2015: Twelve Months Ended December 31, Statement of Comprehensive Income (In thousands) 2016 2015 (Loss) Classification Interest rate swaps $ 507 $ 354 Interest expense (201 ) (140 ) Income tax benefit $ 306 $ 214 Net of tax

Restructuring and Related Cha42

Restructuring and Related Charges (Tables)	12 Months Ended
	Dec. 31, 2016
Restructuring and Related Charges [Abstract]
Restructuring Plan and Other Restructuring Costs	The following table shows the costs incurred for the years ended December 31, 2016 and 2015 directly related to our 2015 Restructuring Plan and other restructuring costs: (In thousands) Severance and Other Employee-Related Costs Consulting and Other Costs (1) Asset Retirements Total Restructuring charges $ 8,836 $ 5,074 $ 1,187 $ 15,097 Payments (825 ) (2,174 ) — (2,999 ) Non-cash charges (2) (918 ) — (1,187 ) (2,105 ) Accrued restructuring and related charges liability as of December 31, 2015 $ 7,093 $ 2,900 $ — $ 9,993 Restructuring charges 4,599 4,130 — 8,729 Cash payments (7,414 ) (6,967 ) — (14,381 ) Non-cash charges (2) 67 — — 67 Adjustments (3) (103 ) — — (103 ) Accrued restructuring and related charges liability as of December 31, 2016 $ 4,242 $ 63 $ — $ 4,305 (1) (2) (3) resulted primarily from actual employee tax and benefit amounts differing from previous estimates The following table shows the costs incurred for the year ended December 31, 2016 directly related to our 2016 Restructuring Plan and other restructuring costs: (In thousands) Severance and Other Employee-Related Costs Consulting and Other Costs (1) Total Restructuring charges $ 4,697 $ 236 $ 4,933 Payments (559 ) (188 ) (747 ) Non-cash charges (2) (287 ) — (287 ) Accrued restructuring and related charges liability as of December 31, 2016 $ 3,851 $ 48 $ 3,899 (1) (2)

Quarterly Financial Informati43

Quarterly Financial Information (unaudited) (Tables)	12 Months Ended
	Dec. 31, 2016
Quarterly Financial Information (unaudited) [Abstract]
Schedule of Quarterly Financial Information	(In thousands, except per share data) Year Ended December 31, 2016 First Second Third Fourth (3) Revenues $ 126,012 $ 125,003 $ 125,049 $ 124,933 Gross margin $ 33,105 $ 34,590 $ 34,562 $ 38,304 Income before income taxes $ 19,208 $ 19,962 $ 17,925 $ 20,972 Net income from continuing operations attributable to Tivity Health, Inc. $ 19,208 $ 19,962 $ 4,799 $ 12,125 Net income (loss) from discontinued operations attributable to Tivity Health, Inc. $ (33,417 ) $ (195,558 ) $ 48,995 $ (5,225 ) Net income (loss) attributable to Tivity Health, Inc. $ (14,209 ) $ (175,596 ) $ 53,794 $ 6,900 Earnings (loss) per share attributable to Tivity Health, Inc. – basic: Continuing operations (1) $ 0.53 $ 0.55 $ 0.13 $ 0.31 Discontinued operations (1) $ (0.93 ) $ (5.41 ) $ 1.32 $ (0.14 ) Net income (loss) (1) (2) $ (0.39 ) $ (4.85 ) $ 1.45 $ 0.18 Earnings (loss) per share attributable to Tivity Health, Inc. – diluted: Continuing operations (1) $ 0.52 $ 0.54 $ 0.12 $ 0.30 Discontinued operations (1) $ (0.91 ) $ (5.25 ) $ 1.28 $ (0.13 ) Net income (loss) (1) (2) $ (0.39 ) $ (4.72 ) $ 1.40 $ 0.17 (In thousands, except per share data) Year Ended December 31, 2015 First Second Third Fourth Revenues $ 111,649 $ 113,425 $ 113,536 $ 113,482 Gross margin $ 30,146 $ 34,711 $ 33,078 $ 30,748 Income before income taxes $ 17,775 $ 17,698 $ 21,383 $ 16,063 Net income from continuing operations attributable to Tivity Health, Inc. $ 10,680 $ 10,756 $ 12,960 $ 9,238 Net loss from discontinued operations attributable to Tivity Health, Inc. $ (13,593 ) $ (10,336 ) $ (21,986 ) $ (28,666 ) Net income (loss) attributable to Tivity Health, Inc. $ (2,913 ) $ 420 $ (9,026 ) $ (19,428 ) Earnings (loss) per share attributable to Tivity Health, Inc. – basic: Continuing operations (1) $ 0.30 $ 0.30 $ 0.36 $ 0.26 Discontinued operations (1) $ (0.38 ) $ (0.29 ) $ (0.61 ) $ (0.79 ) Net income (loss) (1) (2) $ (0.08 ) $ 0.01 $ (0.25 ) $ (0.54 ) Earnings (loss) per share attributable to Tivity Health, Inc. – diluted: Continuing operations (1) $ 0.29 $ 0.29 $ 0.35 $ 0.25 Discontinued operations (1) $ (0.37 ) $ (0.28 ) $ (0.60 ) $ (0.78 ) Net income (loss) (1) (2) $ (0.08 ) $ 0.01 $ (0.25 ) $ (0.53 ) (1) We calculated earnings per share for each of the quarters based on the weighted average number of shares and dilutive securities outstanding for each period . , (2) Figures may not add due to rounding. (3) Net income from continuing operations for the fourth quarter of 2016 includes the impact of a $2.2 million out of period adjustment to decrease depreciation expense included in continuing operations (with a corresponding increase to depreciation expense included in discontinued operations) related to the correction of our previous allocation of 2016 depreciation expense between continuing and discontinued operations based on having completed our asset separation analysis. The previous interim periods in 2016 were not materially misstated, nor is the correction material to the interim results for the fourth quarter of 2016.

Summary of Significant Accoun44

Summary of Significant Accounting Policies (Details) $ in Millions	12 Months Ended
	Dec. 31, 2016USD ($)Program	Dec. 31, 2015USD ($)	Dec. 31, 2014USD ($)	Mar. 11, 2015
Schedule of Equity Method Investments [Line Items]
Number of programs | Program	3
Accounts Receivable, Net [Abstract]
Total contractual allowances and allowance for doubtful accounts	$ 0.7	$ 0.7
Property, Plant and Equipment [Line Items]
Depreciation	3.6	6.3	$ 6.5
Finite-Lived Intangible Assets [Line Items]
Intangible assets not subject to amortization	$ 29	$ 29
Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	3 years
Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	10 years
Computer Software and Hardware [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful life	3 years
Computer Software and Hardware [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful life	7 years
Furniture and Other Office Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful life	4 years
Furniture and Other Office Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful life	7 years
Leasehold Improvements [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful life	2 years
Leasehold Improvements [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful life	15 years
SulAmerica [Member]
Schedule of Equity Method Investments [Line Items]
Percentage of ownership interest acquired in joint venture				49.00%

Recent Relevant Accounting St45

Recent Relevant Accounting Standards (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Unamortized debt issuance costs	$ 2,286	$ 4,073
ASU No. 2015-03 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Unamortized debt issuance costs	2,300	$ 4,100
ASU No. 2016-09 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Retained earnings	$ 6,500

Discontinued Operations (Detail

Discontinued Operations (Details) $ / shares in Units, $ in Thousands	Jul. 31, 2016USD ($)$ / shares	Dec. 31, 2016USD ($)Installment	Dec. 31, 2015USD ($)	Dec. 31, 2014USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Adjustable convertible equity right face amount	$ 30,000
Conversion period of stock conversion	24 months
Fair value of adjustable convertible equity right, excluding net working capital settlement		$ 2,700
Total fair value of adjustable convertible equity right recorded		5,700
Aggregate Carrying Amounts of Major Classes of Assets and Liabilities [Abstract]
Total liabilities		0	$ 75,644
Financial results included in losses from discontinued operations [Abstract]
Loss from discontinued operations, net of income tax benefit		(184,706)	(74,952)	$ (48,397)
TPHS Business [Member] | Discontinued Operations, Disposed of by Sale [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Payment obligation included in accrued liabilities			21,690
Aggregate Carrying Amounts of Major Classes of Assets and Liabilities [Abstract]
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, net			146,404
Other assets			10,705
Intangible assets, net			31,791
Total assets			254,702
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 [Abstract]
Revenues		151,780	318,506	336,920
Cost of services		173,302	317,849	325,243
Selling, general & administrative expenses		18,594	32,928	33,434
Depreciation and amortization		27,207	42,986	46,343
Restructuring and related charges		8,626	14,395	0
Legal settlement charges		0	0	11,805
Equity in income (loss) from joint ventures		243	(20,229)	(637)
Pretax loss on discontinued operations		(75,706)	(109,881)	(80,542)
Pretax gain on sale of Navvis business		0	1,873	0
Pretax loss on sale of MeYou Health business		(4,826)	0	0
Pretax loss on sale of TPHS business		(202,095)	0	0
Total pretax loss on discontinued operations		(282,627)	(108,008)	(80,542)
Income tax benefit		(97,921)	(33,056)	(32,145)
Loss from discontinued operations, net of income tax benefit		(184,706)	(74,952)	(48,397)
Significant operating and investing non-cash items of the discontinued operations [Abstract]
Depreciation and amortization on discontinued operations		27,207	42,986	46,343
Capital expenditures on discontinued operations		10,258	29,984	38,669
Assets acquired through capital lease obligation		0	898	6,321
Share-based compensation on discontinued operations		$ 10,144	$ 3,404	$ 3,359
Sharecare [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Purchase agreement value of negative cash flows during transition year	$ 25,000
Remaining payment obligation responsibility percentage		66.67%
Aggregate payments related to acquisition		$ 4,200
Payment obligation included in accrued liabilities		$ 3,300
Number of quarterly installments | Installment		5
Aggregate Carrying Amounts of Major Classes of Assets and Liabilities [Abstract]
Accrued liabilities		$ 3,300
Sharecare [Member] | Adjustable Convertible Equity Right [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Reduction in face amount of adjustable convertible equity right	$ 20,000
Stock issued during period conversion of convertible securities conversion price (in dollars per share) | $ / shares	$ 249.87

Goodwill (Details)

Goodwill (Details) - USD ($)	Nov. 01, 2015	Jun. 30, 2016	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Goodwill [Roll Forward]
Beginning balance			$ 336,974,000	$ 338,800,000	$ 338,800,000
Other adjustments					0
Ending balance			334,680,000	336,974,000	$ 338,800,000
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 business	$ 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 business		$ 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

Intangible Assets (Details)

Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 15,131	$ 15,131
Accumulated Amortization	(15,131)	(14,654)
Total	0	477
Estimated Future Amortization Expense [Abstract]
2,017	0
2,018	0
2,019	0
2,020	0
2,021	0
2022 and thereafter	0
Amortization expense	500	500	$ 500
Intangible assets not subject to amortization	29,000	29,000
TPHS Business [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		81,658
Accumulated Amortization		(49,867)
Total		31,791
Customer Contracts [Member] | TPHS Business [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		12,170
Accumulated Amortization		(12,044)
Total		126
Acquired Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	6,422	6,422
Accumulated Amortization	(6,422)	(6,422)
Total	0	0
Acquired Technology [Member] | TPHS Business [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		12,126
Accumulated Amortization		(11,525)
Total		601
Patents [Member] | TPHS Business [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		24,832
Accumulated Amortization		(19,121)
Total		5,711
Distributor and Provider Networks [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	8,709	8,709
Accumulated Amortization	(8,709)	(8,232)
Total	$ 0	477
Perpetual License to Survey-Based Data [Member] | TPHS Business [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		32,000
Accumulated Amortization		(6,695)
Total		25,305
Other [Member] | TPHS Business [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		530
Accumulated Amortization		(482)
Total		$ 48

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Current taxes [Abstract]
Federal	$ (426)	$ 457	$ 483
State	311	670	263
Deferred taxes [Abstract]
Federal	18,910	23,342	22,936
State	3,178	4,816	3,876
Income tax expense	21,973	29,285	27,558
Deferred tax asset [Abstract]
Accruals and reserves	4,085	9,809
Deferred compensation	4,344	6,010
Share-based payments	5,818	8,344
Net operating loss carryforwards	68,271	30,545
Capital loss carryforwards	11,861	0
Cash conversion derivative and cash convertible notes hedge, respectively	4,592	9,539
Basis difference on joint ventures	1,621	6,466
Other assets	4,297	3,933
Deferred tax assets, gross	104,889	74,646
Valuation allowance	(15,176)	(13,594)
Total	89,713	61,052
Deferred tax liability [Abstract]
Property and equipment	(2,386)	(49,645)
Intangible assets	(21,520)	(17,666)
Cash convertible notes hedge and cash conversion derivative, respectively	(4,592)	(9,539)
Other liabilities	(1,653)	(102)
Total	(30,151)	(76,952)
Net deferred tax asset	59,562
Net deferred tax (liability)		(15,900)
Net current deferred tax asset	0	7,717
Net long-term deferred tax asset	59,562	0
Net long-term deferred tax liability	0	(23,617)
Increase (decrease) in valuation allowance	1,600
Increase (decrease) in valuation allowance allocated to continuing operations	(9,600)
Increase (decrease) in valuation allowance allocated to discontinued operations	11,200
Operating Loss Carryforwards [Line Items]
Amount of operating loss carryforwards subject to an annual limitation	6,900
Cumulative net operating losses attributable to excess tax deductions from share-based payment awards	16,500
Tax effect on interest rate swap agreements	157	1	44
Undistributed earnings of foreign subsidiaries	13,900
Difference Between Income Tax Expense Computed Using Statutory Federal Income Tax Rate And Effective Rate [Abstract]
Statutory federal income tax	27,321	25,522	24,638
State income taxes, less federal income tax benefit	3,801	3,488	3,334
Permanent items	954	167	230
Change in valuation allowance	(9,615)	0	0
Prior year tax adjustments	(444)	108	6
State income tax credits	(44)	0	(650)
Income tax expense	21,973	29,285	27,558
Income Tax Contingency [Line Items]
Unrecognized tax benefits that affect our effective tax rate	0
Interest and penalties related to unrecognized tax benefits	0		0
Changes in Unrecognized Tax Benefits [Roll Forward]
Balance, beginning of period	0	253
Decreases based upon settlements with taxing authorities		(253)
Increases (decreases) in 2016	0
Balance, end of period	$ 0	$ 0	$ 253
Open tax year	2,013
Capital Loss Carryforward [Member]
Operating Loss Carryforwards [Line Items]
Tax credit carryforwards	$ 30,000
Tax credit carryforwards, expiration dates	Dec. 31, 2021
International [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carry forwards valuation allowance	$ 3,300
Operating loss carryforwards	12,800
Federal [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 177,600
Federal [Member] | Minimum [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards, expiration dates	Dec. 31, 2035
Federal [Member] | Maximum [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards, expiration dates	Dec. 31, 2036
State [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 207,200
State [Member] | Minimum [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards, expiration dates	Dec. 31, 2017
State [Member] | Maximum [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards, expiration dates	Dec. 31, 2036

Long-Term Debt, Summary of Long

Long-Term Debt, Summary of Long-term Debt, Net of Unamortized Deferred Loan Costs (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Long-term debt, net of unamortized loan costs [Abstract]
Long-term debt, gross	$ 212,629	$ 235,670
Less: deferred loan costs	(2,286)	(4,073)
Total debt including debt held for sale as discontinued operations	210,343	231,597
Less: current portion	(46,046)	(23,308)
Long-term debt, excluding current portion	164,297	208,289
Cash Convertible Notes, Net of Unamortized Discount [Member]
Long-term debt, net of unamortized loan costs [Abstract]
Long-term debt, gross	137,859	130,296
CareFirst Convertible Note [Member]
Long-term debt, net of unamortized loan costs [Abstract]
Long-term debt, gross	0	20,000
Term Loan [Member]
Long-term debt, net of unamortized loan costs [Abstract]
Long-term debt, gross	60,000	80,000
Revolver [Member]
Long-term debt, net of unamortized loan costs [Abstract]
Long-term debt, gross	13,500	0
Capital Lease Obligations and Other [Member]
Long-term debt, net of unamortized loan costs [Abstract]
Long-term debt, gross	$ 1,270	$ 5,374

Long-Term Debt, Line of Credit

Long-Term Debt, Line of Credit and Term Loan (Details) - USD ($) $ in Millions	Aug. 04, 2016	Dec. 31, 2016	Jun. 08, 2018	Jun. 08, 2017	Jun. 08, 2012
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] | One-Month LIBOR [Member]
Line of Credit Facility [Line Items]
Basis spread on variable rate		1.00%
Fifth Amended Credit Agreement [Member] | One-Month LIBOR [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Margin rate		1.75%
Fifth Amended Credit Agreement [Member] | One-Month LIBOR [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Margin rate		3.00%
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%
Fifth Amended Credit Agreement [Member] | Federal Funds Rate [Member]
Line of Credit Facility [Line Items]
Basis spread on variable rate		0.50%
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 as of August 4, 2016 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]
Line of Credit Facility [Line Items]
Availability under the revolving credit facility under most restrictive covenant		$ 103.8
Revolving Credit Facility [Member] | Fifth Amended Credit Agreement [Member]
Line of Credit Facility [Line Items]
Initiation date		Jun. 8, 2012
Maximum borrowing capacity					$ 125
Expiration date		Jun. 8, 2017
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	$ 45.3
Revolving Credit Facility [Member] | Eighth Amendment to Fifth Amended Credit Agreement [Member] | Scenario, Forecast [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity			$ 79.7	$ 125
Letters of Credit Sub Facility [Member] | Fifth Amended Credit Agreement [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity					75
Swingline Sub Facility [Member] | Fifth Amended Credit Agreement [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity					20
Term Loan Facility [Member] | Fifth Amended Credit Agreement [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity					200
Amount outstanding					60
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	$ 25.4
Periodic payment, percentage of original principal amount	2.50%
Periodic payment, principal amount	$ 5
Uncommitted Incremental Accordion Facility [Member] | Fifth Amended Credit Agreement [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity					$ 100

Long-Term Debt (Details)

Long-Term Debt (Details) $ / shares in Units, $ in Thousands	Jul. 16, 2013USD ($)TradingDay$ / shares	Oct. 31, 2016$ / sharesshares	Sep. 30, 2016shares	Dec. 31, 2016USD ($)shares	Dec. 31, 2015USD ($)	Dec. 31, 2014USD ($)	Jul. 31, 2016$ / sharesshares	Oct. 01, 2013USD ($)$ / shares	Jul. 31, 2013$ / shares
Debt Instrument [Line Items]
Amortization of debt discount				$ 7,564	$ 7,148	$ 6,757
Minimum annual principal payments and repayments of the revolving advances [Abstract]
2,017				44,831
2,018				178,669
2,019				0
2,020				0
2,021				0
2022 and thereafter				0
Total				$ 223,500
CareFirst Convertible Note [Member]
Debt Instrument [Line Items]
Aggregate principal of convertible notes								$ 20,000
Interest rate for notes								4.75%
Initial conversion rate (in dollars per share | $ / shares		$ 22.41						$ 22.41
Debt converted instrument shares issued (in shares) | shares		892,458
Warrants issued (in shares) | shares				39,903			630,586
Warrants weighted average exercise price (in dollars per share) | $ / shares							$ 15.61
Convertible warrants (in shares) | shares			590,683	39,903
Number of shares converted from warrants (in shares) | shares			218,162	18,104
CareFirst Convertible Note [Member] | Maximum [Member]
Debt Instrument [Line Items]
Warrants issued (in shares) | shares				1,600,000
Number of warrants (in shares) | shares				400,000
1.50% Cash Convertible Senior Notes Due 2018 [Member]
Debt Instrument [Line Items]
Aggregate principal of convertible notes	$ 150,000
Interest rate for notes	1.50%
Debt conversion ratio	51.38
Initial conversion rate (in dollars per share | $ / shares	$ 19.46
Deferred finance costs, gross	$ 3,900
Consecutive trading days	30 days
Debt instrument convertible stock price (in dollars per share) | $ / shares	$ 25.30
Payments for hedge, financing activities	$ 36,800
Amortization of debt discount				$ 7,600
Effective interest rate				5.70%
Debt instrument, unamortized discount				$ 12,100	$ 19,700
Warrants strike price (in dollars per share) | $ / shares									$ 25.95
Conversion price premium percentage									60.00%
1.50% Cash Convertible Senior Notes Due 2018 [Member] | Minimum [Member]
Debt Instrument [Line Items]
Number of trading days | TradingDay	20

Commitments and Contingencies (

Commitments and Contingencies (Details) $ in Millions	1 Months Ended	12 Months Ended
	May 31, 2011	Dec. 31, 2016USD ($)Installment
Contractual Commitments [Abstract]
Term of applications and technology services outsourcing agreement	10 years
Sharecare [Member]
Contractual Commitments [Abstract]
Remaining payment obligation responsibility percentage		66.67%
Aggregate payments related to acquisition		$ 4.2
Number of quarterly installments | Installment		5
Payment obligation included in accrued liabilities		$ 3.3

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Cash and cash equivalents		$ 1,602	$ 233	$ 516	$ 988
Cash Convertible Notes Hedges [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning of period		12,632
Purchases of Level 3 instruments		0
Settlements of Level 3 instruments		0
Gains (Losses) included in Earnings		35,729
Balance at end of period		48,361
Fifth Amended Credit Facility [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Debt Instrument, Fair Value		73,500
Debt Instrument, Carrying Amount		73,500
Cash Convertible Notes [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Debt Instrument, Fair Value		187,700
Debt Instrument, Carrying Amount		137,900
Aggregate principal of convertible notes		150,000
Cash Conversion Derivative [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning of period		(12,632)
Purchases of Level 3 instruments		0
Settlements of Level 3 instruments		0
Gains (Losses) included in Earnings		(35,729)
Balance at end of period		(48,361)
Gallup Derivative [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning of period		(6,339)
Purchases of Level 3 instruments		0
Settlements of Level 3 instruments		6,339
Gains (Losses) included in Earnings		0
Balance at end of period		0
Recurring [Member] | Foreign Currency Exchange Contracts [Member]
Assets [Abstract]
Assets, netting	[1]		(26)
Assets, net fair value			258
Liabilities [Abstract]
Liabilities, netting	[1]		(26)
Liabilities, net fair value			22
Recurring [Member] | Foreign Currency Exchange Contracts [Member] | Level 2 [Member]
Assets [Abstract]
Assets, gross fair value			284
Liabilities [Abstract]
Liabilities, gross fair value			48
Recurring [Member] | Foreign Currency Exchange Contracts [Member] | Level 3 [Member]
Assets [Abstract]
Assets, gross fair value			0
Liabilities [Abstract]
Liabilities, gross fair value			0
Recurring [Member] | Foreign Currency Exchange Contracts [Member] | Gross Fair Value [Member]
Assets [Abstract]
Assets, gross fair value			284
Liabilities [Abstract]
Liabilities, gross fair value			48
Recurring [Member] | Interest Rate Swaps [Member]
Liabilities [Abstract]
Liabilities, netting	[1]		0
Liabilities, net fair value			397
Recurring [Member] | Interest Rate Swaps [Member] | Level 2 [Member]
Liabilities [Abstract]
Liabilities, gross fair value			397
Recurring [Member] | Interest Rate Swaps [Member] | Level 3 [Member]
Liabilities [Abstract]
Liabilities, gross fair value			0
Recurring [Member] | Interest Rate Swaps [Member] | Gross Fair Value [Member]
Liabilities [Abstract]
Liabilities, gross fair value			397
Recurring [Member] | Cash Convertible Notes Hedges [Member]
Assets [Abstract]
Assets, netting	[1]	0	0
Assets, net fair value		48,361	12,632
Recurring [Member] | Cash Convertible Notes Hedges [Member] | Level 2 [Member]
Assets [Abstract]
Assets, gross fair value			0
Recurring [Member] | Cash Convertible Notes Hedges [Member] | Level 3 [Member]
Assets [Abstract]
Assets, gross fair value		48,361	12,632
Recurring [Member] | Cash Convertible Notes Hedges [Member] | Gross Fair Value [Member]
Assets [Abstract]
Assets, gross fair value		48,361	12,632
Recurring [Member] | Cash Conversion Derivative [Member]
Liabilities [Abstract]
Liabilities, netting	[1]	0	0
Liabilities, net fair value		48,361	12,632
Recurring [Member] | Cash Conversion Derivative [Member] | Level 2 [Member]
Liabilities [Abstract]
Liabilities, gross fair value			0
Recurring [Member] | Cash Conversion Derivative [Member] | Level 3 [Member]
Liabilities [Abstract]
Liabilities, gross fair value		48,361	12,632
Recurring [Member] | Cash Conversion Derivative [Member] | Gross Fair Value [Member]
Liabilities [Abstract]
Liabilities, gross fair value		$ 48,361	12,632
Recurring [Member] | Gallup Derivative [Member]
Liabilities [Abstract]
Liabilities, netting	[1]		0
Liabilities, net fair value			6,339
Recurring [Member] | Gallup Derivative [Member] | Level 2 [Member]
Liabilities [Abstract]
Liabilities, gross fair value			0
Recurring [Member] | Gallup Derivative [Member] | Level 3 [Member]
Liabilities [Abstract]
Liabilities, gross fair value			6,339
Recurring [Member] | Gallup Derivative [Member] | Gross Fair Value [Member]
Liabilities [Abstract]
Liabilities, gross fair value			$ 6,339
[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 He55

Derivative Investments and Hedging Activities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Derivatives in Cash Flow Hedging Relationships [Abstract]
Loss related to effective portion of derivatives recognized in accumulated OCI, gross of tax effect	$ 110	$ 253
Loss related to effective portion of derivatives reclassified from accumulated OCI to interest expense, gross of tax effect	$ (507)	(354)
Cash Flow Hedging [Member]
Derivatives, Fair Value [Line Items]
Fixed interest rate	1.48%
Foreign Currency Exchange Contracts [Member]
Fair Values of Derivative Instruments [Abstract]
Assets		284
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 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
Interest Rate Swap Agreements [Member]
Fair Values of Derivative Instruments [Abstract]
Assets		0
Liabilities		397
Interest Rate Swap Agreements [Member] | Derivatives Designated as Hedging Instruments [Member] | Accrued Liabilities [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities		397
Interest Rate Swap Agreements [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Current Assets [Member]
Fair Values of Derivative Instruments [Abstract]
Assets		0
Interest Rate Swap Agreements [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Assets [Member]
Fair Values of Derivative Instruments [Abstract]
Assets		0
Interest Rate Swap Agreements [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Accrued Liabilities [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities		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
Cash Convertible Notes Hedges and Cash Conversion Derivative [Member]
Fair Values of Derivative Instruments [Abstract]
Assets	$ 48,361	12,632
Liabilities	48,361	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
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
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	48,361	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
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	48,361	12,632
Cash Convertible Notes Hedges [Member] | Selling, General and Administrative Expenses [Member]
Derivatives in Cash Flow Hedging Relationships [Abstract]
Net unrealized (loss) gain	35,729	(35,393)
Cash Conversion Derivative [Member] | Selling, General and Administrative Expenses [Member]
Derivatives in Cash Flow Hedging Relationships [Abstract]
Net unrealized (loss) gain	(35,729)	35,393
Gallup Derivative [Member]
Fair Values of Derivative Instruments [Abstract]
Assets		0
Liabilities		6,339
Gallup Derivative [Member] | Loss from Discontinued Operation [Member]
Derivatives in Cash Flow Hedging Relationships [Abstract]
Net unrealized (loss) gain	$ 4,823	(7,325)
Gallup Derivative [Member] | Derivatives Designated as Hedging Instruments [Member] | Accrued Liabilities [Member]
Fair Values of Derivative Instruments [Abstract]
Liabilities		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

Other Long-Term Liabilities (De

Other Long-Term Liabilities (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Other Long-Term Liabilities [Abstract]
Vesting period	4 years
Vested amounts under the non-qualified deferred compensation plan	$ 1,600,000	$ 4,400,000
Current portions of the non-qualified deferred compensation plan	5,900,000	$ 4,100,000
Estimated future plan payments under non-qualified deferred compensation plan [Abstract]
2,017	5,900,000
2,018	100,000
2,019	37,000
2,020	200,000
2,021	$ 10,000

Leases (Details)

Leases (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2016USD ($)ft²RenewalOption	Dec. 31, 2015USD ($)	Dec. 31, 2014USD ($)
Operating Leased Assets [Line Items]
Lease expiration date	Feb. 28, 2023
Rent expense	$ 4,200	$ 3,700	$ 2,000
Total cash receipts from subleases	33,900
Future minimum lease payments under capital leases [Abstract]
2,017	95
2,018	56
2,019	0
2,020	0
2,021	0
2022 and thereafter	0
Total minimum lease payments	151
Less amount representing interest	0
Present value of minimum lease payments	151
Less current portion	95
Future minimum lease payments, net of current portion	56
Future minimum lease payments under operating leases [Abstract]
2,017	5,699
2,018	5,336
2,019	5,427
2,020	2,999
2,021	859
2022 and thereafter	963
Total minimum lease payments	$ 21,283
Corporate Headquarters and Call Center [Member]
Operating Leased Assets [Line Items]
Area of leased property | ft²	264,000
Area of leased property, sublease | ft²	221,000
Number of renewal options | RenewalOption	2
Renewal options period	5 years
Operating lease term	15 years
Tenant improvement allowance	$ 10,700
Corporate Headquarters and Call Center [Member] | Minimum [Member]
Operating Leased Assets [Line Items]
Rent expense	4,300
Corporate Headquarters and Call Center [Member] | Maximum [Member]
Operating Leased Assets [Line Items]
Rent expense	$ 6,600
Office Space in Chandler [Member]
Operating Leased Assets [Line Items]
Area of leased property | ft²	92,000
Lease expiration date	Apr. 30, 2020
Office Space in Sterling [Member]
Operating Leased Assets [Line Items]
Area of leased property | ft²	13,000

Share-Based Compensation (Detai

Share-Based Compensation (Details) $ / shares in Units, $ in Thousands		12 Months Ended
		Dec. 31, 2016USD ($)ExecutiveEmployee$ / sharesshares	Dec. 31, 2015USD ($)$ / sharesshares		Dec. 31, 2014USD ($)$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share-based compensation costs | $		$ 17,500	$ 10,500	[1]	$ 8,300
Total income tax benefit recognized | $		$ 2,900	$ 2,800	[1]	$ 2,000
Number of former senior executives | Executive		2
Total unrecognized compensation cost related to nonvested share-based compensation arrangements granted | $		$ 11,100
Weighted average period for recognition of unrecognized compensation cost		1 year 8 months 12 days
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares reserved for future equity grants (in shares)		1,100,000
Weighted Average Grant-date Fair Values of Options and the Weighted Average Assumptions Used [Abstract]
Weighted average grant-date fair value of options per share (in dollars per share) | $ / shares					$ 9.05
Expected volatility					54.60%
Expected dividends					0.00%
Expected term (in years)					4 years 8 months 12 days
Risk-free rate					2.40%
Shares [Roll Forward]
Outstanding, beginning of period (in shares)		2,121,000
Granted (in shares)		0	0
Exercised (in shares)		(955,000)
Forfeited (in shares)		(40,000)
Expired (in shares)		(102,000)
Outstanding, end of period (in shares)		1,024,000	2,121,000
Exercisable, end of period (in shares)		899,000
Weighted-Average Exercise Price [Roll Forward]
Outstanding, beginning of period (in dollars per share) | $ / shares		$ 13.34
Granted (in dollars per share) | $ / shares		0
Exercised (in dollars per share) | $ / shares		11.77
Forfeited (in dollars per share) | $ / shares		13.65
Expired (in dollars per share) | $ / shares		21.27
Outstanding, end of period (in dollars per share) | $ / shares		14.02	$ 13.34
Exercisable, end of period (in dollars per share) | $ / shares		$ 13.95
Weighted-Average Remaining Contractual Term [Abstract]
Outstanding		4 years 8 months 12 days
Exercisable		4 years 4 months 24 days
Aggregate Intrinsic Value [Abstract]
Outstanding, end of period | $		$ 9,972
Exercisable, end of period | $		8,930
Total intrinsic value of options exercised during period | $		10,200	$ 5,300		$ 1,100
Cash received from option exercised | $		10,002	2,467		2,851
Tax benefit realized from options exercised | $		0
Total grant-date fair value of shares vested | $		13,900	5,200		2,500
TPHS Business [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Modification cost | $		$ 7,400
Number of employees considered for accelerating vesting dates to closing date | Employee		100
Discontinued Operations [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share-based compensation costs | $	[2]	$ 10,100	3,400	[1]	3,400
Cost of Services [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share-based compensation costs | $		1,200	900	[1]	1,000
Selling, General and Administrative Expenses [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share-based compensation costs | $		5,900	6,000	[1]	3,900
Restructuring and Related Charges
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share-based compensation costs | $		$ 300	$ 200	[1]	$ 0
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period		4 years
Expiration period		10 years
Stock Options [Member] | TPHS Business [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Modified shares (in shares)		92,000
Restricted Stock and Restricted Stock Units (RSUs) [Member]
Shares [Roll Forward]
Nonvested, beginning of period (in shares)		1,618,000
Granted (in shares)		967,000
Vested (in shares)		(1,036,000)
Forfeited (in shares)		(610,000)
Nonvested, end of period (in shares)		939,000	1,618,000
Weighted-Average Grant Date Fair Value [Roll Forward]
Nonvested, beginning of period (in dollars per share) | $ / shares		$ 12.35
Granted (in dollars per share) | $ / shares		12.37	$ 11.97		$ 16.72
Vested (in dollars per share) | $ / shares		11.89
Forfeited (in dollars per share) | $ / shares		11.95
Nonvested, end of period (in dollars per share) | $ / shares		$ 13.11	$ 12.35
Restricted Stock and Restricted Stock Units (RSUs) [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period		3 years
Restricted Stock and Restricted Stock Units (RSUs) [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period		4 years
Restricted Stock and Restricted Stock Units (RSUs) [Member] | TPHS Business [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Modified shares (in shares)		396,000
Performance-based Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period		3 years
Shares [Roll Forward]
Granted (in shares)		0	0
Nonvested, end of period (in shares)		0
Weighted-Average Grant Date Fair Value [Roll Forward]
Granted (in dollars per share) | $ / shares					$ 14.77
Market Stock Units [Member]
Shares [Roll Forward]
Nonvested, beginning of period (in shares)		474,000
Granted (in shares)		328,000			0
Vested (in shares)		(221,000)
Forfeited (in shares)		(175,000)
Nonvested, end of period (in shares)		406,000	474,000
Weighted-Average Grant Date Fair Value [Roll Forward]
Nonvested, beginning of period (in dollars per share) | $ / shares		$ 6.53
Granted (in dollars per share) | $ / shares		10.67	$ 6.53
Vested (in dollars per share) | $ / shares		7.30
Forfeited (in dollars per share) | $ / shares		8.15
Nonvested, end of period (in dollars per share) | $ / shares		$ 8.75	$ 6.53
Market Stock Units [Member] | TPHS Business [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Modified shares (in shares)		75,000
[1]	Includes the acceleration of vesting in May 2015 of all unexercisable stock options and unvested time-based restricted stock units held by our former president and chief executive officer at the time of the termination of his employment.
[2]	Includes the acceleration of vesting of all unvested stock options, market stock units and restricted stock units held by two former senior executives as of the Closing who had accepted employment with Sharecare.

Share Repurchases (Details)

Share Repurchases (Details)	May 15, 2015$ / sharesshares
Share Repurchases [Abstract]
Performance awards net exercised to purchase shares of HWAY stock (in shares) | shares	434,436
Exercise price per share (in dollars per share) | $ / shares	$ 9.96
Total number of shares purchased (in shares) | shares	106,408
Price paid per share (in dollars per share) | $ / shares	$ 17.23

Earnings (Loss) Per Share (Deta

Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended																12 Months Ended
	Dec. 31, 2016	[1]	Sep. 30, 2016		Jun. 30, 2016		Mar. 31, 2016		Dec. 31, 2015		Sep. 30, 2015		Jun. 30, 2015		Mar. 31, 2015		Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Numerator [Abstract]
Net income from continuing operations attributable to Tivity Health, Inc. - numerator for earnings per share	$ 12,125		$ 4,799		$ 19,962		$ 19,208		$ 9,238		$ 12,960		$ 10,756		$ 10,680		$ 56,091	$ 43,634	$ 42,836
Net loss from discontinued operations attributable to Tivity Health, Inc. - numerator for loss per share	(5,225)		48,995		(195,558)		(33,417)		(28,666)		(21,986)		(10,336)		(13,593)		(185,202)	(74,581)	(48,397)
Net loss attributable to Tivity Health, Inc.	$ 6,900		$ 53,794		$ (175,596)		$ (14,209)		$ (19,428)		$ (9,026)		$ 420		$ (2,913)		$ (129,111)	$ (30,947)	$ (5,561)
Denominator [Abstract]
Shares used for basic income (loss) per share (in shares)																	36,999	35,832	35,302
Effect of dilutive stock options and restricted stock units outstanding [Abstract]
Shares used for diluted income (loss) per share (in shares)																	38,075	36,854	36,346
Earnings (loss) per share attributable to Tivity Health, Inc. - basic [Abstract]
Continuing operations (in dollars per share)	$ 0.31	[2]	$ 0.13	[2]	$ 0.55	[2]	$ 0.53	[2]	$ 0.26	[2]	$ 0.36	[2]	$ 0.30	[2]	$ 0.30	[2]	$ 1.52	$ 1.22	$ 1.21
Discontinued operations (in dollars per share)	(0.14)	[2]	1.32	[2]	(5.41)	[2]	(0.93)	[2]	(0.79)	[2]	(0.61)	[2]	(0.29)	[2]	(0.38)	[2]	(5.01)	(2.08)	(1.37)
Net loss (in dollars per share)	0.18	[2],[3]	1.45	[2],[3]	(4.85)	[2],[3]	(0.39)	[2],[3]	(0.54)	[2],[3]	(0.25)	[2],[3]	0.01	[2],[3]	(0.08)	[2],[3]	(3.49)	(0.86)	(0.16)
Earnings (loss) per share attributable to Tivity Health, Inc. - diluted [Abstract]
Continuing operations (in dollars per share)	0.30	[2]	0.12	[2]	0.54	[2]	0.52	[2]	0.25	[2]	0.35	[2]	0.29	[2]	0.29	[2]	1.47	1.18	1.18
Discontinued operations (in dollars per share)	(0.13)	[2]	1.28	[2]	(5.25)	[2]	(0.91)	[2]	(0.78)	[2]	(0.60)	[2]	(0.28)	[2]	(0.37)	[2]	(4.86)	(2.02)	(1.33)
Net loss (in dollars per share)	$ 0.17	[2],[3]	$ 1.40	[2],[3]	$ (4.72)	[2],[3]	$ (0.39)	[2],[3]	$ (0.53)	[2],[3]	$ (0.25)	[2],[3]	$ 0.01	[2],[3]	$ (0.08)	[2],[3]	$ (3.39)	$ (0.84)	$ (0.15)
Non-Qualified Stock Options [Member]
Effect of dilutive stock options and restricted stock units outstanding [Abstract]
Effect of dilutive stock options and restricted stock units outstanding (in shares)																	344	568	706
Restricted Stock Units [Member]
Effect of dilutive stock options and restricted stock units outstanding [Abstract]
Effect of dilutive stock options and restricted stock units outstanding (in shares)																	538	364	313
Performance Stock Units [Member]
Effect of dilutive stock options and restricted stock units outstanding [Abstract]
Effect of dilutive stock options and restricted stock units outstanding (in shares)																	0	25	21
Market Stock Units [Member]
Effect of dilutive stock options and restricted stock units outstanding [Abstract]
Effect of dilutive stock options and restricted stock units outstanding (in shares)																	194	10	0
CareFirst Warrants [Member]
Effect of dilutive stock options and restricted stock units outstanding [Abstract]
Effect of dilutive stock options and restricted stock units outstanding (in shares)																	0	55	4
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 earnings (loss) per share because their effect is anti-dilutive (in shares)																	708	903	1,357
Restricted Stock Units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive securities outstanding not included in the computation of earnings (loss) per share because their effect is anti-dilutive (in shares)																	333	220	97
Performance Stock Units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive securities outstanding not included in the computation of earnings (loss) per share because their effect is anti-dilutive (in shares)																	0	0	1
Market Stock Units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive securities outstanding not included in the computation of earnings (loss) per share because their effect is anti-dilutive (in shares)																	6	2	0
Warrants Related to Cash Convertible Notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive securities outstanding not included in the computation of earnings (loss) per share because their effect is anti-dilutive (in shares)																	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 earnings (loss) per share because their effect is anti-dilutive (in shares)																	0	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 earnings (loss) per share because their effect is anti-dilutive (in shares)																	0	263	83
[1]	Net income from continuing operations includes the impact of a $2.2 million adjustment recorded in the fourth quarter to decrease depreciation expense (with a corresponding increase to depreciation expense from discontinued operations) related to the revision of an estimate based on having completed our asset separation analysis.
[2]	We calculated earnings per share for each of the quarters based on the weighted average number of shares and dilutive securities outstanding for each period. Accordingly, the sum of the quarters may not necessarily be equal to the full year income per share.
[3]	Figures may not add due to rounding.

Accumulated OCI (Details)

Accumulated OCI (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Changes in accumulated OCI, net of tax [Roll Forward]
Other comprehensive income (loss) before reclassifications, net of tax	$ (569)	$ (2,405)
Amounts reclassified from accumulated OCI, net of tax	306	214
Total other comprehensive loss, net of tax	(263)	(2,191)	$ (1,641)
Accumulated Other Comprehensive Income (Loss) [Member]
Changes in accumulated OCI, net of tax [Roll Forward]
Accumulated OCI, net of tax beginning balance	(4,239)	(2,048)
Accumulated OCI, net of tax ending balance	(4,502)	(4,239)	(2,048)
Net Change in Fair Value of Interest Rate Swaps [Member]
Changes in accumulated OCI, net of tax [Roll Forward]
Accumulated OCI, net of tax beginning balance	(239)	(342)
Other comprehensive income (loss) before reclassifications, net of tax	(67)	(111)
Amounts reclassified from accumulated OCI, net of tax	306	214
Total other comprehensive loss, net of tax	239	103
Accumulated OCI, net of tax ending balance	0	(239)	(342)
Foreign Currency Translation Adjustments [Member]
Changes in accumulated OCI, net of tax [Roll Forward]
Accumulated OCI, net of tax beginning balance	(4,000)	(1,706)
Other comprehensive income (loss) before reclassifications, net of tax	(502)	(2,294)
Amounts reclassified from accumulated OCI, net of tax	0	0
Total other comprehensive loss, net of tax	(502)	(2,294)
Accumulated OCI, net of tax ending balance	$ (4,502)	$ (4,000)	$ (1,706)

Accumulated OCI, Reclassificati

Accumulated OCI, Reclassifications Out of Accumulated OCI (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Interest expense	$ 17,318	$ 17,996	$ 17,449
Income tax benefit	21,973	29,285	27,558
Net of tax	(128,615)	(31,318)	$ (5,561)
Amounts reclassified from accumulated other comprehensive income to: [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Income tax benefit	(201)	(140)
Net of tax	306	214
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	$ 507	$ 354

Restructuring and Related Cha63

Restructuring and Related Charges (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2016	Dec. 31, 2015
Consulting and Other Costs [Member]
Restructuring Reserve [Roll Forward]
Restructuring charges		$ 200
2015 Restructuring Plan [Member]
Restructuring Reserve [Roll Forward]
Accrued restructuring and related charges liability as of period start		9,993
Restructuring charges		8,729	$ 15,097
Cash payments		(14,381)	(2,999)
Non-cash charges	[1]		(2,105)
Non-cash charges	[1]	67
Adjustments	[2]	(103)
Accrued restructuring and related charges liability as of period end		4,305	9,993
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	8,836
Cash payments		(7,414)	(825)
Non-cash charges	[1]		(918)
Non-cash charges	[1]	67
Adjustments	[2]	(103)
Accrued restructuring and related charges liability as of period end		4,242	7,093
2015 Restructuring Plan [Member] | Consulting and Other Costs [Member]
Restructuring Reserve [Roll Forward]
Accrued restructuring and related charges liability as of period start	[3]	2,900
Restructuring charges	[3]	4,130	5,074
Cash payments	[3]	(6,967)	(2,174)
Non-cash charges	[1],[3]		0
Non-cash charges	[1],[3]	0
Adjustments	[2],[3]	0
Accrued restructuring and related charges liability as of period end	[3]	63	2,900
2015 Restructuring Plan [Member] | Asset Retirements
Restructuring Reserve [Roll Forward]
Accrued restructuring and related charges liability as of period start		0
Restructuring charges		0	1,187
Cash payments		0	0
Non-cash charges	[1]		(1,187)
Non-cash charges	[1]	0
Adjustments	[2]	0
Accrued restructuring and related charges liability as of period end		0	0
2016 Restructuring Plan [Member]
Restructuring Reserve [Roll Forward]
Restructuring charges		4,933
Cash payments		(747)
Non-cash charges	[4]	(287)
Accrued restructuring and related charges liability as of period end		3,899
Restructuring Cost [Abstract]
Restructuring and related cost, expected cost		6,000
2016 Restructuring Plan [Member] | Severance and Other Employee-related Costs [Member]
Restructuring Reserve [Roll Forward]
Restructuring charges		4,697
Cash payments		(559)
Non-cash charges	[4]	(287)
Accrued restructuring and related charges liability as of period end		3,851
2016 Restructuring Plan [Member] | Consulting and Other Costs [Member]
Restructuring Reserve [Roll Forward]
Restructuring charges	[3],[5]	236
Cash payments	[3],[5]	(188)
Non-cash charges	[3],[4],[5]	0
Accrued restructuring and related charges liability as of period end	[3],[5]	$ 48
Lease Termination Costs [Member]
Restructuring Reserve [Roll Forward]
Restructuring charges			$ 400
[1]	Non-cash charges consist primarily of share-based compensation costs as well as asset retirements.
[2]	Adjustments resulted primarily from actual employee tax and benefit amounts differing from previous estimates.
[3]	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 and $0.4 million of lease termination costs in 2016 and 2015, respectively.
[4]	Non-cash charges consist of share-based compensation costs.
[5]	Consulting and other costs consist of third-party consulting charges incurred in connection with the 2016 Restructuring Plan.

Employee Benefits (Details)

Employee Benefits (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Employee Benefits [Abstract]
Company contributions under the 401(k) Plan	$ 2.2	$ 3.3	$ 3.3

Segment Disclosures and Conce65

Segment Disclosures and Concentrations of Risk (Details)	12 Months Ended
	Dec. 31, 2016SegmentCustomer	Dec. 31, 2015Customer
Segment Disclosures and Concentrations of Risk [Abstract]
Number of reportable segments | Segment	1
Percentage of long-lived assets and revenue from external customers in united states	100.00%	100.00%
Customer Concentration Risk [Member] | Revenues [Member]
Revenue, Major Customer [Line Items]
Number of largest individual customers	2	3
Customer Concentration Risk [Member] | Revenues [Member] | Customer One [Member]
Revenue, Major Customer [Line Items]
Percentage of concentration risk	20.40%	23.00%
Customer Concentration Risk [Member] | Revenues [Member] | Customer Two [Member]
Revenue, Major Customer [Line Items]
Percentage of concentration risk	15.20%	13.00%
Customer Concentration Risk [Member] | Revenues [Member] | Customer Three [Member]
Revenue, Major Customer [Line Items]
Percentage of concentration risk		10.00%
Customer Concentration Risk [Member] | Accounts Receivable, Net [Member]
Revenue, Major Customer [Line Items]
Number of largest individual customers	1
Customer Concentration Risk [Member] | Accounts Receivable, Net [Member] | Customer One [Member]
Revenue, Major Customer [Line Items]
Percentage of concentration risk	28.00%

Quarterly Financial Informati66

Quarterly Financial Information (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended																12 Months Ended
	Dec. 31, 2016		Sep. 30, 2016		Jun. 30, 2016		Mar. 31, 2016		Dec. 31, 2015		Sep. 30, 2015		Jun. 30, 2015		Mar. 31, 2015		Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Quarterly Financial Information (unaudited) [Abstract]
Revenues	$ 124,933	[1]	$ 125,049		$ 125,003		$ 126,012		$ 113,482		$ 113,536		$ 113,425		$ 111,649		$ 500,998	$ 452,092	$ 405,263
Gross margin	38,304	[1]	34,562		34,590		33,105		30,748		33,078		34,711		30,146
Income before income taxes	20,972	[1]	17,925		19,962		19,208		16,063		21,383		17,698		17,775		78,064	72,919	70,394
Net income from continuing operations attributable to Tivity Health, Inc.	12,125	[1]	4,799		19,962		19,208		9,238		12,960		10,756		10,680		56,091	43,634	42,836
Net income (loss) from discontinued operations attributable to Tivity Health, Inc.	(5,225)	[1]	48,995		(195,558)		(33,417)		(28,666)		(21,986)		(10,336)		(13,593)		(185,202)	(74,581)	(48,397)
Net income (loss) attributable to Tivity Health, Inc.	$ 6,900	[1]	$ 53,794		$ (175,596)		$ (14,209)		$ (19,428)		$ (9,026)		$ 420		$ (2,913)		$ (129,111)	$ (30,947)	$ (5,561)
Earnings (loss) per share attributable to Tivity Health, Inc. - basic [Abstract]
Continuing operations (in dollars per share)	$ 0.31	[1],[2]	$ 0.13	[2]	$ 0.55	[2]	$ 0.53	[2]	$ 0.26	[2]	$ 0.36	[2]	$ 0.30	[2]	$ 0.30	[2]	$ 1.52	$ 1.22	$ 1.21
Discontinued operations (in dollars per share)	(0.14)	[1],[2]	1.32	[2]	(5.41)	[2]	(0.93)	[2]	(0.79)	[2]	(0.61)	[2]	(0.29)	[2]	(0.38)	[2]	(5.01)	(2.08)	(1.37)
Net income (loss) (dollars per share)	0.18	[1],[2],[3]	1.45	[2],[3]	(4.85)	[2],[3]	(0.39)	[2],[3]	(0.54)	[2],[3]	(0.25)	[2],[3]	0.01	[2],[3]	(0.08)	[2],[3]	(3.49)	(0.86)	(0.16)
Earnings (loss) per share attributable to Tivity Health, Inc. - diluted [Abstract]
Continuing operations (in dollars per share)	0.30	[1],[2]	0.12	[2]	0.54	[2]	0.52	[2]	0.25	[2]	0.35	[2]	0.29	[2]	0.29	[2]	1.47	1.18	1.18
Discontinued operations (in dollars per share)	(0.13)	[1],[2]	1.28	[2]	(5.25)	[2]	(0.91)	[2]	(0.78)	[2]	(0.60)	[2]	(0.28)	[2]	(0.37)	[2]	(4.86)	(2.02)	(1.33)
Net income (loss) (dollars per share)	$ 0.17	[1],[2],[3]	$ 1.40	[2],[3]	$ (4.72)	[2],[3]	$ (0.39)	[2],[3]	$ (0.53)	[2],[3]	$ (0.25)	[2],[3]	$ 0.01	[2],[3]	$ (0.08)	[2],[3]	$ (3.39)	$ (0.84)	$ (0.15)
Impact of adjustment amount due to decrease in depreciation expense on net income from continuing operations	$ 2,200
[1]	Net income from continuing operations includes the impact of a $2.2 million adjustment recorded in the fourth quarter to decrease depreciation expense (with a corresponding increase to depreciation expense from discontinued operations) related to the revision of an estimate based on having completed our asset separation analysis.
[2]	We calculated earnings per share for each of the quarters based on the weighted average number of shares and dilutive securities outstanding for each period. Accordingly, the sum of the quarters may not necessarily be equal to the full year income per share.
[3]	Figures may not add due to rounding.