Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



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

For the quarterly period ended March 31, 2015



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

For the transition period from to .

Commission file number: 000-52073

CATAMARAN CORPORATION

(Exact name of registrant as specified in its charter)



Yukon Territory		98-0167449
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

1600 McConnor Parkway

Schaumburg, Illinois 60173-6801

(Address of principal executive offices, zip code)

(800) 282-3232

(Registrant’s phone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

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



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

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

As of April 30, 2015, there were 208,012,259 of the Registrant’s common shares, no par value per share, outstanding.

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	Page
PART I — FINANCIAL INFORMATION	3

Item 1. Financial Statements (unaudited)	3

Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014	3

Consolidated Statements of Operations for the Three Months Ended March 31, 2015 and 2014	4

Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2015 and 2014	5

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2015 and 2014	6

Consolidated Statements of Shareholders’ Equity for the Three Months Ended March 31, 2015 and 2014	7

Notes to Unaudited Consolidated Financial Statements	8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3. Quantitative and Qualitative Disclosures About Market Risk	35

Item 4. Controls and Procedures	35

PART II — OTHER INFORMATION	36

Item 1. Legal Proceedings	36

Item 1A. Risk Factors	36

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	37

Item 3. Defaults Upon Senior Securities	37

Item 4. Mine Safety Disclosures	37

Item 5. Other Information	37

Item 6. Exhibits	38

SIGNATURE	39

Exhibit 2.1
Exhibit 10.1
Exhibit 10.2
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
Exhibit 101

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PART I. FINANCIAL INFORMATION


ITEM 1.	Financial Statements

CATAMARAN CORPORATION

Consolidated Balance Sheets

(in thousands, except share data)



	March 31, 2015			December 31, 2014
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	865,201		$	1,011,952
Accounts receivable, net of allowance for doubtful accounts of $5,571 (2014 — $4,867)	1,369,196			1,254,336
Rebates receivable	836,136			863,824
Other current assets	214,275			219,435
Total current assets	3,284,808			3,349,547
Property and equipment, net of accumulated depreciation of $161,038 (2014 — $144,220)	198,988			210,027
Goodwill	4,923,665			4,724,639
Other intangible assets, net of accumulated amortization of $611,562 (2014 — $574,503)	980,480			968,199
Other long-term assets	70,430			71,773
Total assets	$	9,458,371		$	9,324,185

LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	1,068,398		$	967,791
Accrued expenses and other current liabilities	272,384			327,190
Rebates payable	955,623			967,733
Current portion - long-term debt	87,500			81,250
Total current liabilities	2,383,905			2,343,964
Deferred income taxes	269,836			257,325
Long-term debt	1,327,744			1,344,973
Other long-term liabilities	99,331			98,816
Total liabilities	4,080,816			4,045,078
Commitments and contingencies (Note 10)
Shareholders’ equity
Common shares: no par value, unlimited shares authorized; 208,012,259 shares issued and outstanding at March 31, 2015 (December 31, 2014 — 207,493,541 shares)	4,290,267			4,264,764
Additional paid-in capital	59,273			74,071
Retained earnings	1,021,147			934,454
Accumulated other comprehensive loss	(1,034		)	(1,310		)
Total shareholders' equity	5,369,653			5,271,979
Non-controlling interest	7,902			7,128
Total equity	5,377,555			5,279,107
Total liabilities and equity	$	9,458,371		$	9,324,185

See accompanying notes to the unaudited consolidated financial statements.

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CATAMARAN CORPORATION

Consolidated Statements of Operations

(in thousands, except share and per share data)



	Three Months Ended March 31,
	2015		2014
	(unaudited)

Revenue	$	5,979,260	$	4,914,479
Cost of revenue	5,600,506		4,599,817
Gross profit	378,754		314,662
Expenses:
Selling, general and administrative	151,367		130,519
Depreciation of property and equipment	15,808		12,368
Amortization of intangible assets	52,619		54,986
	219,794		197,873
Operating income	158,960		116,789
Interest and other expense, net	15,495		11,336
Income before income taxes	143,465		105,453
Income tax expense	43,911		28,108
Net income	99,554		77,345
Less: Net income attributable to non-controlling interest	12,861		13,900
Net income attributable to the Company	$	86,693	$	63,445
Earnings per share attributable to the Company:
Basic	$	0.42	$	0.31
Diluted	$	0.42	$	0.31
Weighted average number of shares used in computing earnings per share:
Basic	207,641,523		206,525,188
Diluted	208,289,689		207,086,677

See accompanying notes to the unaudited consolidated financial statements.

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CATAMARAN CORPORATION

Consolidated Statements of Comprehensive Income

(in thousands)



	Three Months Ended March 31,
	2015		2014
	(unaudited)
Net income	$	99,554	$	77,345
Other comprehensive income, net of tax
Unrealized income (loss) on cash flow hedge	276		(143		)
Comprehensive income	99,830		77,202
Less: Comprehensive income attributable to non-controlling interest	12,861		13,900
Comprehensive income attributable to the Company	$	86,969	$	63,302

See accompanying notes to the unaudited consolidated financial statements.

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CATAMARAN CORPORATION

Consolidated Statements of Cash Flows

(in thousands)



	Three Months Ended March 31,
	2015			2014
	(unaudited)
Cash flows from operating activities:
Net income	$	99,554		$	77,345
Items not involving cash:
Stock-based compensation	8,789			6,828
Depreciation of property and equipment	16,789			13,359
Amortization of intangible assets	52,619			54,986
Deferred lease inducements and rent	(6,723		)	(77		)
Deferred income taxes	3,836			(12,334		)
Tax benefit on option exercises	(1,916		)	(2,692		)
Deferred financing cost amortization	2,469			2,188
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable	(82,210		)	(171,907		)
Rebates receivable	29,168			(362,352		)
Other current assets	22,114			26,310
Accounts payable	71,948			144,264
Accrued expenses and other current liabilities	(59,196		)	20,753
Rebates payable	(12,110		)	362,635
Other long-term assets and liabilities	1,551			(23,630		)
Net cash provided by operating activities	146,682			135,676
Cash flows from investing activities:
Acquisition, net of cash acquired	(261,668		)	(2,026		)
Purchases of property and equipment	(9,140		)	(12,782		)
Net cash used by investing activities	(270,808		)	(14,808		)
Cash flows from financing activities:
Proceeds from issuance of debt	—			492,500
Repayment of long-term debt	(12,500		)	(306,250		)
Payment of financing costs	—			(955		)
Proceeds from exercise of options	28			3,567
Tax benefit on option exercises	1,916			2,692
Distributions to non-controlling interest	(12,087		)	(15,000		)
Other	(28		)	—
Net cash (used) provided by financing activities	(22,671		)	176,554
Effect of foreign exchange on cash balances	46			52
Change in cash and cash equivalents	(146,751		)	297,474
Cash and cash equivalents, beginning of period	1,011,952			387,241
Cash and cash equivalents, end of period	$	865,201		$	684,715

See accompanying notes to the unaudited consolidated financial statements.

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CATAMARAN CORPORATION

Consolidated Statements of Equity

(in thousands, except share data)



	Common Shares			Additional Paid-in Capital			Retained Earnings		Accumulated Other Comprehensive Loss			Non-controlling Interest
	Shares	Amount		Additional Paid-in Capital			Retained Earnings		Accumulated Other Comprehensive Loss			Non-controlling Interest			Total
Balance at December 31, 2014	207,493,541	$	4,264,764	$	74,071		$	934,454	$	(1,310	)	$	7,128		$	5,279,107
Activity during the period (unaudited):
Net income	—	—		—			86,693		—			12,861			99,554
Exercise of stock options	950	40		(12		)	—		—			—			28
Vesting of restricted stock units	517,768	25,463		(25,463		)	—		—			—			—
Tax benefit on options exercised	—	—		1,916			—		—			—			1,916
Stock-based compensation	—	—		8,789			—		—			—			8,789
Distributions to non-controlling interest	—	—		—			—		—			(12,087		)	(12,087		)
Other comprehensive income, net of tax	—	—		—			—		276			—			276
Other	—	—		(28		)	—		—			—			(28		)
Balance at March 31, 2015 (unaudited)	208,012,259	$	4,290,267	$	59,273		$	1,021,147	$	(1,034	)	$	7,902		$	5,377,555

Balance at December 31, 2013	206,305,070	$	4,215,291	$	77,790		$	617,161	$	(1,752	)	$	3,008		$	4,911,498
Activity during the period (unaudited):
Net income	—	—		—			63,445		—			13,900			77,345
Exercise of stock options	139,800	5,070		(1,503		)	—		—			—			3,567
Vesting of restricted stock units	409,629	18,323		(18,323		)	—		—			—			—
Tax benefit on options exercised	—	—		2,692			—		—			—			2,692
Stock-based compensation	—	—		6,828			—		—			—			6,828
Distributions to non-controlling interest	—	—		—			—		—			(15,000		)	(15,000		)
Other comprehensive income, net of tax	—	—		—			—		(143		)	—			(143		)
Balance at March 31, 2014 (unaudited)	206,854,499	$	4,238,684	$	67,484		$	680,606	$	(1,895	)	$	1,908		$	4,986,787

See accompanying notes to the unaudited consolidated financial statements.

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CATAMARAN CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


1.	Description of Business

Catamaran Corporation (“Catamaran” or the “Company”) is a leading provider of pharmacy benefits management (“PBM”) services and healthcare information technology (“HCIT”) solutions to the healthcare benefits management industry. The Company’s product offerings and solutions combine a wide range of PBM services, software applications, application service provider (“ASP”) processing services and professional services designed for many of the largest organizations in the pharmaceutical supply chain, such as federal, provincial, state and local governments, unions, corporations, pharmacy benefit managers, managed care organizations, retail pharmacy chains and other healthcare intermediaries. The Company is headquartered in Schaumburg, Illinois with several locations in the U.S. and Canada. The Company trades on the Toronto Stock Exchange under ticker symbol “CCT” and on the Nasdaq Global Select Market under ticker symbol “CTRX.”

On March 29, 2015, the Company entered into an Arrangement Agreement with UnitedHealth Group Incorporated, a corporation incorporated under the laws of the State of Minnesota, and 1031387 B.C. Unlimited Limited Liability Company, an unlimited liability company incorporated under the laws of the Province of British Columbia, Canada and a wholly-owned subsidiary of UnitedHealth Group. The Arrangement Agreement provides, among other things, that, in accordance with a Plan of Arrangement and the transactions contemplated thereby, UnitedHealth Group will acquire, directly or indirectly, all of the issued and outstanding common shares of the Company pursuant to a statutory “arrangement” (the “ Acquisition”) under Section 195 of the Business Corporations Act (Yukon), resulting in the Company becoming an indirect, wholly owned subsidiary of UnitedHealth Group. Each holder of common shares of the Company immediately prior to the consummation of the Acquisition who has not validly exercised and perfected dissenter rights will receive in respect of each common share owned by such holder $61.50 in cash. The completion of the Acquisition is subject to approval of the Company's shareholders and certain regulatory approvals and other customary closing conditions. The completion of the Acquisition is expected during the fourth quarter of 2015.


2.	Basis of Presentation

Basis of presentation:

The unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), pursuant to the Securities and Exchange Commission’s (“SEC”) rules and regulations for reporting on Form 10-Q, and following accounting policies consistent with the Company’s audited annual consolidated financial statements for the year ended December 31, 2014. The unaudited consolidated financial statements of the Company include its wholly-owned subsidiaries and all significant intercompany transactions and balances have been eliminated in consolidation. Amounts in the unaudited consolidated financial statements and notes thereto are expressed in U.S. dollars, except where indicated. The financial information included herein reflects all adjustments (consisting only of normal recurring adjustments), which, in the opinion of management, are necessary for a fair presentation of the results for the periods presented. Certain reclassifications have been made to conform the prior year's consolidated financial statements to the current year's presentation. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results to be expected for the full year ending December 31, 2015. As of the issuance date of the Company’s financial statements, the Company has assessed whether subsequent events have occurred that require adjustment to or disclosure in these unaudited consolidated financial statements in accordance with Financial Accounting Standards Board’s (“FASB”) guidance.

Pursuant to the SEC rules and regulations for reporting on Form 10-Q, certain information and note disclosures normally included in the annual consolidated financial statements prepared in accordance with GAAP have been condensed or excluded. As a result, these unaudited consolidated financial statements do not contain all the disclosures required to be included in the annual consolidated financial statements and should be read in conjunction with the most recent audited annual consolidated financial statements and notes thereto described in our Annual Report on Form 10-K for the year ended December 31, 2014.

Use of estimates:

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Significant items subject to such estimates and assumptions include revenue recognition, rebates, purchase price allocation and contingent consideration in connection with acquisitions, valuation of property and equipment, valuation of intangible assets acquired and related amortization periods, impairment of goodwill, income tax uncertainties, contingencies and valuation allowances for receivables and income taxes. Actual results could differ from those estimates.


3.	Recent Accounting Pronouncements

a) Recent accounting standards implemented

No new accounting standards have been adopted during the three months ended March 31, 2015 that the Company assessed to have a significant impact on its financial results or in the presentation and disclosure of its financial statements.

b) Recent accounting standards issued

In April 2015, the FASB issued Accounting Standard Update ("ASU") No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires debt issuance costs to be presented on the balance sheet as a direct deduction from the carrying value of the associated debt liability,

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consistent with the presentation of a debt discount. For public business entities, the standard is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The new guidance will be applied on a retrospective basis. The Company is evaluating the effect that ASU 2015-03 will have on its consolidated financial statements and related disclosures.

In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810) – Amendments to the Consolidation Analysis. The new guidance applies to entities in all industries and provides a new scope exception to registered money market funds and similar unregistered money market funds. It makes targeted amendments to the current consolidation guidance and ends the deferral granted to investment companies from applying the VIE guidance. The standard is effective in 2016 for calendar year-end public companies and early adoption is allowed. The Company is evaluating the effect that ASU 2015-02 will have on its consolidated financial statements and related disclosures.

On May 28, 2014, the FASB issued Accounting Standard Update ("ASU") No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for the Company on January 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.

No other new standards have been issued during the three months ended March 31, 2015 that the Company assessed to have a significant impact on its financial results or in the presentation and disclosure of its financial statements.

4. Business Combinations

Salveo Specialty Pharmacy Acquisition

On January 2, 2015, the Company completed the acquisition of all of the outstanding capital stock of Salveo Specialty Pharmacy, Inc. ("Salveo"), an independent specialty pharmacy platform with pharmacy locations in New York and California, for a purchase price of $260.0 million in cash, subject to certain customary post-closing adjustments (see the table below for the preliminary purchase price calculation). The purchase price was funded from Catamaran's existing cash balance. The acquisition provides the Company with the opportunity to expand its geographic footprint and therapy mix in the specialty pharmacy market. The results of Salveo have been included in the Company's results since January 2, 2015. The consolidated statement of operations for the three months ended March 31, 2015 includes Salveo's total revenues of $157.8 million following the acquisition.



Purchase Price (in thousands):	Amount
Cash paid at closing	$	270,599
Preliminary post-closing adjustments	9,485
Total purchase price	$	280,084

The acquisition was accounted for under the acquisition method of accounting with the Company treated as the acquiring entity. Accordingly, the consideration paid by the Company to complete the acquisition has been recorded to the assets acquired and liabilities assumed based upon their estimated fair values as of the date of acquisition. The carrying values for current assets and liabilities were deemed to approximate their fair values due to the short-term nature of their maturities. Fair values for acquired amortizable intangible assets were determined as follows: customer relationships were valued using an excess earnings model based on expected future revenues derived from the customers acquired, non-compete agreements were valued using discounted cash flow models based on expected future results of Salveo, trademarks/tradenames were valued using a royalty savings model based on future projected revenues of Salveo and applicable market royalty rates, and licenses utilized a replacement cost approach. The excess of the purchase price over the estimated fair values of the net assets acquired was recorded as goodwill.

All of the assets and liabilities recorded for the acquisition are included within the Company's PBM segment. The residual amount of the purchase price after allocation to identifiable net assets represents goodwill. Goodwill is non-amortizing for financial statement purposes. Goodwill of $199.0 million related to the Salveo acquisition is tax deductible. The goodwill recognized by the Company represents many of the synergies and business growth opportunities that the Company anticipates may be realized from the acquisition of Salveo. The synergies include improved pricing from the Company's suppliers due to the increased volume of prescription drug purchases, pull through opportunities of the Company's specialty service offerings, and a more efficient leveraging of resources to achieve operating profits.

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CATAMARAN CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following summarizes the preliminary fair values assigned to the assets acquired and liabilities assumed at the acquisition date and are subject to change as the valuation processes for intangible assets, rebates, and pharmacy related receivables and payables are not complete. Final determination of the fair values may result in further adjustments to the amounts presented below (in thousands):



	Initial Amounts Recognized at Acquisition Date
Cash	$	8,931
Accounts receivable	32,622
Inventory	9,421
Other current assets	10,919
Total current assets	61,893
Intangible assets	64,900
Goodwill	199,026
Other long term assets	972
Total assets acquired	326,791
Accounts payable	28,656
Accrued liabilities	840
Total current liabilities	29,496
Deferred income taxes	17,211
Total liabilities assumed	46,707

Net assets acquired	$	280,084

During the three months ended March 31, 2015, the Company recognized $2.5 million of amortization expense from intangible assets acquired in the Salveo acquisition. Amortization associated with the Salveo acquisition for the remainder of 2015 is expected to be $10.0 million.

The estimated fair values and useful lives of intangible assets acquired are as follows (dollars in thousands):



	Fair Value		Useful Life
Trademarks/Trade names	$	26,500	10 years
Customer relationships	37,100		5 years
Non-compete agreements	1,000		5 years
License	300		1 year
Total	$	64,900

None of the acquired intangible assets will have any residual value at the end of the amortization periods. There were no in-process research and development assets acquired.

Restat Acquisition

On October 1, 2013, the Company completed the acquisition of all of the outstanding equity interests of Restat, LLC ("Restat"), a privately-held PBM based in Milwaukee, Wisconsin, for a purchase price of $409.5 million in cash subject to certain customary post-closing adjustments. The purchase price was funded from the Company’s existing cash balance and $350.0 million in borrowings under a five-year senior secured revolving credit facility (the “Revolving Facility”). The acquisition provides the Company the opportunity to bring Catamaran's full-suite of technology and clinical services to Restat's clients, including mail and specialty pharmacy services. The results of Restat have been included in the Company's results since October 1, 2013.

The acquisition was accounted for under the acquisition method of accounting with the Company treated as the acquiring entity. Accordingly, the consideration paid by the Company to complete the acquisition has been recorded to the assets acquired and liabilities assumed based upon their estimated fair values as of the date of acquisition. The carrying values for current assets and liabilities were deemed to approximate their fair values due to the short-term nature of their maturities. Fair values for acquired amortizable intangible assets were determined as follows: customer relationships were valued using an excess earnings model based on expected future revenues derived from the customers acquired, non-compete agreements were valued using discounted cash flow models based on expected future results of Restat and trademarks/tradenames were valued using a royalty savings model based on future projected revenues of Restat. The excess of the purchase price over the estimated fair values of the net assets acquired was recorded as goodwill.

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CATAMARAN CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

$227.8 million related to the Restat acquisition is tax deductible. The goodwill recognized by the Company represents many of the synergies and business growth opportunities that the Company anticipates may be realized from the acquisition of Restat. The synergies include improved pricing from the Company's suppliers due to the increased volume of prescription drug purchases, pull through opportunities of the Company's mail and specialty service offerings, and a more efficient leveraging of resources to achieve operating profits.

The following summarizes the fair values assigned to the assets acquired and liabilities assumed at the acquisition date (in thousands):



	Initial Amounts Recognized at Acquisition Date (a)		Measurement Period Adjustments (b)			Current Amounts Recognized at Acquisition Date
Accounts receivable	$	13,842	$	—		$	13,842
Rebates receivable	6,635		(254		)	6,381
Other current assets	383		—			383
Total current assets	20,860		(254		)	20,606
Property and equipment	1,263		—			1,263
Intangible assets	182,720		—			182,720
Goodwill	223,474		4,364			227,838
Total assets acquired	428,317		4,110			432,427
Accounts payable	22,370		—			22,370
Rebates payable	16,106		—			16,106
Accrued liabilities	7,231		—			7,231
Other long-term liabilities	—		2,084			2,084
Total liabilities assumed	45,707		2,084			47,791

Net assets acquired	$	382,610	$	2,026		$	384,636

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

(b) These measurement period adjustments were recorded through June 30, 2014 to reflect an additional $2.0 million paid to former Restat owners for working capital reconciliation as well as changes in the estimated fair values of the associated assets acquired and liabilities assumed based on factors existing as of the acquisition date.

During the three months ended March 31, 2015 and March 31, 2014, the Company recognized $7.7 million and $8.7 million, respectively, of amortization expense from intangible assets acquired in the Restat acquisition. Amortization associated with the Restat acquisition for the remainder of 2015 is expected to be $22.0 million.

The estimated fair values and useful lives of intangible assets acquired are as follows (dollars in thousands):



	Fair Value		Useful Life
Customer relationships - PBM	$	143,200	10 years
Customer relationships - cash card	35,500		3 years
Trademarks/Trade names	1,000		1 year
Non-compete agreements	3,020		5 years
Total	$	182,720

None of the acquired intangible assets will have any residual value at the end of the amortization periods. There were no in-process research and development assets acquired.

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information presents the combined historical results of operations of the Company and its acquisition of Salveo as if the acquisition had occurred on the first day of the fiscal year prior to the fiscal year when the acquisition was completed. The unaudited pro forma financial information includes certain adjustments related to the acquisition, such as increased amortization from the fair value of intangible assets acquired recorded as part of the purchase accounting, the elimination of transactions between the Company and the acquired entities, and related income tax effects.

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CATAMARAN CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited pro forma results of operations are as follows (in thousands, except share and per share amounts):



	Three Months Ended March 31, 2014
Revenue	$	5,041,057
Gross profit	$	324,950
Net income attributable to the Company	$	66,624
Earnings per share attributable to the Company:
Basic	$	0.32
Diluted	$	0.32
Weighted average shares outstanding:
Basic	206,525,188
Diluted	207,086,677

This unaudited pro forma financial information is not intended to represent or be indicative of what would have occurred if this transaction had taken place on the date presented and is not indicative of what the Company's actual results of operations would have been had the acquisition been completed at the beginning of the period indicated above. Further, the pro forma combined results do not reflect one-time costs to fully integrate and operate the combined organization more efficiently or anticipated synergies expected to result from the combination and should not be relied upon as being indicative of the future results that the Company will experience.

Healthcare Solutions Acquisition

Subsequent to the end of the current reporting period, on April 8, 2015, the Company completed the acquisition of Healthcare Solutions, Inc. ("Healthcare Solutions"), a current PBM customer operating in the workers' compensation space, for a purchase price of $405.0 million in cash, subject to customary post-closing adjustments. The acquisition provides the Company the opportunity to further expand our presence in the workers' compensation market as well as to bring Catamaran's full suite of technology and services to Healthcare Solutions' clients. The initial accounting for this acquisition was incomplete at the time these financial statements were available for issuance.

5. Goodwill and Other Intangible Assets

Goodwill is reviewed for impairment annually or more frequently if impairment indicators arise. The Company allocates goodwill to both the PBM and HCIT segments. There were no impairments of goodwill during the three months ended March 31, 2015 and 2014.

The changes in the carrying amounts of goodwill by reportable segment for the three months ended March 31, 2015 are as follows (in thousands):



	PBM		HCIT		Total
Balance at December 31, 2014	$	4,704,974	$	19,665	$	4,724,639
Acquisition (a)	199,026		—		199,026
Balance at March 31, 2015	$	4,904,000	$	19,665	$	4,923,665


(a)	Initial goodwill recorded in connection with the acquisition of Salveo in January 2015.

Definite-lived intangible assets are amortized over the useful lives of the related assets. The components of intangible assets were as follows (in thousands):



	March 31, 2015						December 31, 2014
	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
Customer relationships	$	1,552,022	$	603,064	$	948,958	$	1,527,722	$	564,623	$	963,099
Non-compete agreements	11,920		7,044		4,876		11,920		7,435		4,485
Other intangible assets	28,100		1,454		26,646		3,060		2,445		615
Total	$	1,592,042	$	611,562	$	980,480	$	1,542,702	$	574,503	$	968,199

Total amortization associated with intangible assets at March 31, 2015 is estimated to be $151.5 million for the remainder of 2015, $176.8 million in 2016, $157.8 million in 2017, $147.7 million in 2018, $137.6 million in 2019, $119.4 million in 2020 and $89.7 million in total for years after 2020.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

6. Debt

The following table sets forth the components of the Company's long-term debt, net of unamortized debt discounts as of March 31, 2015 and December 31, 2014 (in thousands).



	March 31, 2015			December 31, 2014
Senior secured term loan facility due June 1, 2018 with an interest rate of 1.81% at March 31, 2015 and December 31, 2014.	$	921,628		$	932,875
4.75% Senior Notes due 2021	493,616			493,348
Less current maturities	(87,500		)	(81,250		)
Long-term debt	$	1,327,744		$	1,344,973

4.75% Senior Notes

In March 2014, the Company issued $500.0 million aggregate principal amount of 4.75% Senior Notes due 2021 (the “Senior Notes”). The Senior Notes mature on March 15, 2021 and bear interest at 4.75% per year. The Company will pay interest on the Senior Notes on March 15 and September 15 of each year, or the first business day thereafter if such date is not a business day. The Company made interest payments of $12.1 million and $11.9 million in September 2014 and March 2015, respectively, on the Senior Notes. The Company received approximately $492.5 million in net proceeds from the Senior Note offering, after deducting $7.5 million in underwriting discounts. Additionally the Company incurred approximately $2.0 million in offering expenses. The Company used part of the net proceeds from this offering to repay $300.0 million of the Company's outstanding borrowings under the Revolving Facility. The Company used the remainder of the net proceeds from this offering for general corporate purposes.

As discussed, in connection with the Senior Notes, the Company incurred approximately $7.5 million in underwriting debt discount and approximately $2.0 million in debt issuance costs. The $7.5 million debt discount incurred in connection with the Senior Notes is presented on the consolidated balance sheet as a reduction to long-term debt. The debt discount amounts are being amortized to interest expense over the life of the Senior Notes. The Company uses the straight-line method to amortize the debt discount amounts as it does not result in a materially different amount of interest expense than the effective interest rate method. The $2.0 million in offering expenses incurred in connection with the issuance of the Senior Notes are presented on the consolidated balance sheet as other assets. The offering expenses are being amortized to interest expense over the life of the Senior Notes using the straight-line method. The amortization related to financing costs and debt discounts totaled $0.3 million and $0.1 million for the three months ended March 31, 2015 and March 31, 2014, respectively.

Guarantees

The Senior Notes are jointly and severally and fully and unconditionally guaranteed by each of the Company’s existing and future wholly-owned subsidiaries that guarantees obligations under (i) the credit agreement or (ii) certain other future indebtedness with an aggregate principal amount in excess of $175.0 million.

A subsidiary guarantor will be released from its obligations under its respective guarantee of the Senior Notes upon the release or discharge of such subsidiary guarantor from its guarantee of obligations under the credit agreement or certain other future indebtedness in an aggregate principal amount in excess of $175.0 million, or upon the earlier occurrence of certain other customary circumstances as set forth in the indenture. The Senior Notes and the guarantees by the subsidiary guarantors are the general senior unsecured obligations of the Company and the subsidiary guarantors. They rank equally in right of payment with the existing and future senior unsecured indebtedness of the Company and the subsidiary guarantors.

Prepayments and Repayments

Prior to the scheduled maturity of the Senior Notes, the Company may at any time redeem all or a part of the Senior Notes, upon not less than 30 nor more than 60 days’ prior written notice at a redemption price equal to the greater of: (i) 100% of the principal amount of the Senior Notes to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal of and interest on the Senior Notes to be redeemed (exclusive of interest accrued to the applicable redemption date) discounted to such redemption date on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at the then current treasury rate plus 50 basis points, plus, in each case, accrued and unpaid interest thereon to, but not including, the applicable redemption date.

If the Company experiences a change of control triggering event (as defined in the supplemental indenture), holders of the Senior Notes may require the Company to purchase the Senior Notes at a purchase price equal to 101% of the aggregate principal amount, plus accrued and unpaid interest, if any, to the date of purchase.

The Company is not required to make mandatory redemption payments or sinking fund payments with respect to the Senior Notes.

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Certain Covenants and Events of Default

The indenture governing the Senior Notes includes certain restrictive covenants, including covenants that limit the Company's ability and the ability of its subsidiaries to, among other things, incur secured debt; enter into sale and leaseback transactions; and amalgamate, consolidate, merge or transfer substantially all of the Company's assets to another entity. The covenants are subject to a number of important exceptions and qualifications set forth in the indenture.

The indenture governing the Senior Notes provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants in the indenture and certain events of bankruptcy and insolvency. Generally, if an event of default occurs, the trustee or holders of at least 25% in aggregate principal amount of and accrued but unpaid interest on the then outstanding Senior Notes may declare the principal amount of all the Senior Notes to be due and payable immediately. As of March 31, 2015, the Company was in compliance with the covenants under the Senior Notes.

Senior Secured Credit Facility

The Company maintains a credit agreement (as amended and supplemented from time to time, the “Credit Agreement”) with JPMorgan Chase Bank, N.A. (“JPMCB”), as administrative agent, and a syndicate of lenders in an aggregate principal amount of $1.8 billion. The Credit Agreement provides for (i) a five-year senior secured term loan facility in the amount of $1.0 billion (the “Term Loan Facility”) and (ii) a five-year Revolving Facility in the amount of $800.0 million.

The Company made a principal repayment of $12.5 million in January 2015 on the Term Loan facility leaving the Company with $937.5 million outstanding as of March 31, 2015. In March 2014 the Company used the proceeds from the offering of the Senior Notes (refer above for a detailed discussion) to repay $300.0 million of the outstanding borrowings under the Revolving Facility. As of March 31, 2015 the Company had approximately $800.0 million of available borrowing capacity under the Revolving Facility. The amortization related to financing costs and debt discounts associated with the Credit Agreement totaled $2.1 million for the three months ended March 31, 2015 and March 31, 2014.

Interest and Fees

The interest rates applicable to the Term Loan Facility and the Revolving Facility are based on a fluctuating rate of interest measured by reference to either, at the Company’s option, (a) an adjusted London Interbank Offered Rate (adjusted for maximum reserves) (“LIBOR”), plus an applicable margin or (b) an alternative base rate (which is the greatest of (i) the prime rate, (ii) the Federal Funds rate plus 0.5% and (iii) one-month LIBOR plus 1.0%), plus an applicable margin. The applicable margin, in each case, is adjusted from time to time based on the Company’s consolidated leverage ratio as of the last day of each fiscal quarter. The applicable margin for all borrowings is 0.625% per annum with respect to base rate borrowings and 1.625% per annum with respect to LIBOR borrowings. The Company intends to continue to elect the LIBOR rate as it has previously done during the term of the Credit Agreement. This resulted in an applicable interest rate of 1.81% at March 31, 2015 for both the Term Loan Facility and the Revolving Facility. See Note 11 — Financial Instruments for information on the Company's interest rate swap agreements. In addition to paying interest on outstanding principal under the Credit Agreement, the Company is required to pay a commitment fee to the lenders in respect of the unutilized commitments under the Credit Agreement at a fluctuating rate based on the Company’s leverage ratio.

Certain Covenants and Events of Default

The Credit Agreement contains a number of covenants that require the Company to maintain certain financial ratios, meet customary reporting requirements and restrict, with certain exceptions, transactions the Company or its subsidiaries may enter into, in each case as described further in the Company's 2014 Annual Report on Form 10-K. As of March 31, 2015, the Company was in compliance with the covenants of the Credit Agreement.

Maturity

Principal amounts outstanding under the Revolving Facility are due and payable in full on June 1, 2018. Principal repayments on the Term Loan Facility will be due as follows (in thousands):



Year	Amount due
2015	$	68,750
2016	93,750
2017	118,750
2018	656,250
Total	$	937,500

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Guarantees and Collateral

The Company’s obligations under the Credit Agreement are guaranteed by all existing and future, direct and indirect, material subsidiaries of the Company (collectively, the “Subsidiary Guarantors”). In addition, the Company and each Subsidiary Guarantor have pledged substantially all of their assets, subject to certain exceptions, to secure the Company’s obligations under the Credit Agreement.

The carrying value of the Company's debt at March 31, 2015 approximates its fair value.

7. Stock-Based Compensation

During the three months ended March 31, 2015 and 2014, the Company recorded stock-based compensation expense of $8.8 million and $6.8 million, respectively. There were 3,130,460 and 272,082 stock-based awards available for grant under the Long-Term Incentive Plan ("LTIP") and the plans assumed in connection with the merger with Catalyst Health Solutions, Inc. ("Assumed Plans"), respectively, as of March 31, 2015.

(i) Stock options

The Black-Scholes option-pricing model was used to estimate the fair value of the stock options issued in each period at the grant date. Below is a summary of options granted and the assumptions utilized to derive fair value of the stock options under the Black-Scholes option-pricing model:



	Three Months Ended March 31,
	2015		2014
Total stock options granted	362,718		412,724
Volatility	36.3	%	38.7-39.2%
Risk-free interest rate	1.6	%	1.54-1.73%
Expected life (in years)	4.5		4.5
Dividend yield	—		—
Weighted-average grant date fair value	$ 16.16		$	15.51

The table below summarizes the stock options outstanding as of March 31, 2015 under both plans.



	Options Outstanding	Weighted Average Exercise Price		Unrecognized Compensation Cost		Weighted Average Period
				(in thousands)
LTIP	1,607,935	$	38.73	$	11,555	2.89
Assumed Plans	198,491	$	47.54	$	2,389	3.25

(ii) Restricted stock units

During the three months ended March 31, 2015, the Company granted time-based RSUs and performance-based RSUs to its employees and non-employee directors under both the LTIP and the Assumed Plans. Time-based RSUs either vest on a straight-line basis over a range of two to four years, or cliff vest after a three to four year period. Performance-based RSUs cliff vest based upon reaching agreed upon three-year performance conditions. The number of outstanding performance-based RSUs as of March 31, 2015 stated below assumes the associated performance targets will be met at the maximum level.

The table below summarizes the number of time-based and performance-based RSUs that were granted and outstanding under both plans for the three months ended March 31, 2015:



	LTIP Plan				Assumed Plans
	Number of Restricted Stock Units				Number of Restricted Stock Units
	Time-Based	Performance - Based	Weighted Average Grant Date Fair Value Per Unit		Time-Based	Performance - Based	Weighted Average Grant Date Fair Value Per Unit
Granted	297,764	478,652	$	49.65	186,218	101,672	$	49.65
Outstanding	741,044	1,104,620	$	48.34	373,212	188,620	$	48.04

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The table below summarizes the unrecognized compensation cost related to the outstanding RSUs at March 31, 2015.



	Unrecognized Compensation Cost		Weighted Average Period
	(in thousands)
LTIP	$	64,874	2.55
Assumed Plans	$	23,116	2.98

8. Segment Information

The Company reports in two operating segments: PBM and HCIT. The Company evaluates segment performance based upon revenue and gross profit. Financial information by segment is presented below (in thousands):



	Three Months Ended March 31,
	2015		2014
PBM:
Revenue	$	5,941,613	$	4,878,375
Cost of revenue	5,583,964		4,583,284
Gross profit	357,649		295,091
Total assets at March 31	9,328,420		8,392,454
HCIT:
Revenue	37,647		36,104
Cost of revenue	16,542		16,533
Gross profit	21,105		$	19,571
Total assets at March 31	129,951		402,019
Consolidated:
Revenue	5,979,260		4,914,479
Cost of revenue	5,600,506		4,599,817
Gross profit	378,754		314,662
Total assets at March 31	$	9,458,371	$	8,794,473

9. Income Taxes

The Company’s effective tax rate for the three months ended March 31, 2015 and 2014 was 30.6% and 26.7%, respectively. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions including Canada. With a few exceptions, the Company is no longer subject to tax examinations by tax authorities for years prior to 2010.

10. Commitments and Contingencies

In July 2014, the Company received a subpoena from the United States Attorney's Office for the District of Rhode Island, requesting documents and information concerning bona fide service fees and rebates received from certain pharmaceutical manufacturers in connection with certain drugs utilized under Part D of the Medicare program. The Company has been cooperating with the government and collecting documents in response to the subpoena.

Beeman, et al. v. Anthem Prescription Management, Inc., et al. A purported class action lawsuit was filed in February 2004 in the United States District Court for the Central District of California against a number of pharmacy benefit managers, including current subsidiaries of the Company, by several California pharmacies. Plaintiffs allege that defendants failed to comply with statutory obligations under California Civil Code Section 2527 to conduct studies of pharmacy dispensing fees and provide the results to third party payors in California, and seek money damages. Because the lawsuit was stayed by appeals, including a challenge to the constitutionality of the statute, for nearly its entire history and was remanded back to the District Court in 2014, it is still in its early stages. As of March 31, 2015, based on currently available information, the Company cannot reasonably estimate a potential impact in this matter.

Shareholder Litigation Related to the Acquisition. In April 2015, four purported shareholders of the Company filed four putative class action complaints in the Circuit Court of Cook County, Illinois, each on behalf of a purported class of shareholders. Each of the lawsuits names the Company, each of the Company's directors and UnitedHealth Group as defendants. The lawsuits allege, among other things, the Company’s directors breached their fiduciary duties by failing to take steps to ensure that the putative class members will obtain adequate and fair consideration under the circumstances. The lawsuits allege that UnitedHealth Group aided and abetted our directors’ breach of fiduciary duties. Based on

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

these allegations, the lawsuits seek, among other relief, injunctive relief enjoining the proposed Acquisition or, in the alternative, damages in the event the Acquisition is consummated. These lawsuits are in a preliminary stage.

From time to time in connection with its operations, the Company is named as a defendant in actions for damages and costs allegedly sustained by third party plaintiffs. The Company has considered these proceedings and disputes in determining the necessity of any accruals for losses that are probable and reasonably estimable. In addition, various aspects of the Company’s business may subject it to litigation and liability for damages arising from errors in processing the pricing of prescription drug claims, failure to meet performance measures within certain contracts relating to its services performed, its ability to obtain certain levels of discounts or rebates on prescription purchases from retail pharmacies and drug manufacturers or other actions or omissions. The Company’s recorded accruals are based on estimates developed with consideration given to the potential merits of claims or quantification of any performance obligations. The Company takes into account its history of claims, the limitations of any insurance coverage, advice from outside counsel, and management’s strategy with regard to the settlement or defense of such claims and obligations. While the ultimate outcome of those claims, lawsuits or performance obligations cannot be predicted with certainty, the Company believes, based on its understanding of the facts of these claims and performance obligations, that adequate provisions have been recorded in the accounts where required. As of March 31, 2015, the Company did not have any material contingencies accrual related to lawsuits or allegations brought against the Company.

11. Financial Instruments

The Company is subject to interest rate risk related to the variable rate debt under the Credit Agreement. When interest rates increase, interest expense would also increase. Conversely, when interest rates decrease, interest expense would also decrease.

In order to manage fluctuations in cash flows resulting from interest rate risk attributable to changes in the benchmark interest rates used in the Credit Agreement, the Company entered into a 3-year interest rate swap agreement with a total notional amount of $500.0 million. The swap agreement fixed the variable LIBOR rate on the Company's Term Loan Facility to 0.52%, resulting in a current effective rate as of March 31, 2015 of 2.14% after taking into account the 1.63% margin per the Credit Agreement, as amended. Under the interest rate swap, the Company receives LIBOR-based variable interest rate payments and makes fixed interest rate payments, thereby creating the equivalent to fixed-rate debt with respect to the notional amount of such swap agreements. This interest rate contract derivative instrument was designated as a cash flow hedge upon inception in August 2012 and it expires in August 2015. Hedge effectiveness is assessed by the Company on a quarterly basis. Based on the Company's assessment as of March 31, 2015, the Company concluded that the hedge is highly effective and thus hedge accounting is appropriate.

The Company assesses interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities. The Company does not enter into derivative instruments for any purpose other than hedging identified exposures. That is, the Company does not speculate using derivative instruments and has not designated any instruments as fair value hedges or hedges of the foreign currency exposure of a net investment in foreign operations.

The fair value of the interest rate swap liability as of March 31, 2015 was $0.8 million, and is included in other long-term liabilities on the consolidated balance sheet. Interest expense for the three months ended March 31, 2015 and March 31, 2014 includes $0.4 million of expense reclassified from other comprehensive income into current earnings, respectively. As of March 31, 2015, approximately $0.8 million of deferred expenses related to the derivative instruments accumulated in other comprehensive income is expected to be reclassified as interest expense during the next twelve months. This expectation is based on the expected timing of the occurrence of the hedged forecasted transactions and assumes the current LIBOR rate will remain consistent. Fluctuations in the market LIBOR rate will have an impact on the amount of expense reclassified from accumulated other comprehensive income to interest expense, as well as the overall fair value of the derivative instrument.

12. Fair Value

Fair value measurement guidance defines a three-level hierarchy to prioritize the inputs to valuation techniques used to measure fair value into three broad levels, with Level 1 considered the most reliable. During the three months ended March 31, 2015, there were no movements of fair value measurements between Levels 1, 2 and 3. For assets and liabilities measured at fair value on a recurring basis in the consolidated balance sheets, the table below categorizes fair value measurements across the three levels as of March 31, 2015 and December 31, 2014 (in thousands):



	March 31, 2015
	Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Liabilities:
Derivative	$	—	$	821	$	—	$	821

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



	December 31, 2014
	Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Liabilities:
Derivative	$	—	$	1,096	$	—	$	1,096

When available and appropriate, the Company uses quoted market prices in active markets to determine fair value, and classifies such items within Level 1. Level 1 values only include instruments traded on a public exchange. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability or can be derived principally from or corroborated by observable market data. If the Company were to use one or more significant unobservable inputs for a model-derived valuation, the resulting valuation would be classified in Level 3.

Derivatives

Derivative liabilities relate to the interest rate swap agreement (refer to Note 11 — Financial Instruments for further information), which had a fair value of $0.8 million as of March 31, 2015. As the fair value measurement for the derivative instrument is based on quoted prices from a financial institution, this measurement is classified as Level 2 measurement as defined by fair value measurements guidance.

13. Earnings Per Share

The Company calculates basic EPS using the weighted average number of common shares outstanding during the period. Diluted EPS is calculated using the same method as basic EPS, but the Company adds the number of additional common shares that would have been outstanding for the period if the potential dilutive common shares had been issued. The following is the reconciliation between the number of weighted average shares used in the basic and diluted EPS calculations for the three months ended March 31, 2015 and 2014:



	Three Months Ended March 31,
	2015	2014
Weighted average number of shares used in computing basic EPS	207,641,523	206,525,188
Add dilutive common stock equivalents:
Outstanding stock options and restricted stock units (a)	648,166	561,489
Weighted average number of shares used in computing diluted EPS	208,289,689	207,086,677

(a) Excludes 1,486,626 and 1,389,283 common stock equivalents for the three months ended March 31, 2015 and 2014 because their effect was anti-dilutive.

14. Concentration Risk

For the three months ended March 31, 2015 and 2014, one client accounted for 35% and 33% of total revenues, respectively.

At March 31, 2015, one client accounted for 25% of the outstanding accounts receivable balance. At December 31, 2014, one client accounted for 17% of the outstanding accounts receivable balance.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. Condensed Consolidating Financial Information

The Senior Notes issued by the Company are fully and unconditionally (subject to certain customary release provisions, including sale, exchange, transfer or liquidation of the guarantor subsidiary) guaranteed by certain of our 100% owned subsidiaries. The following condensed consolidating financial information has been prepared in accordance with the requirements for presentation of such information (statements of comprehensive income were omitted as all other comprehensive income is attributed to the Company and was not material in any period presented). The condensed consolidating financial information presented below is not indicative of what the financial position, results of operations or cash flows would have been had each of the entities operated as an independent company during the period for various reasons, including, but not limited to, intercompany transactions and integration of systems.

The condensed consolidating financial information is presented separately for:


i.	Catamaran Corporation (the parent company), the issuer of the Senior Notes;


ii.	Guarantor subsidiaries, on a combined basis, as specified in the indenture governing Catamaran's obligations under the Senior Notes;


iii.	Non-guarantor subsidiaries, on a combined basis;


iv.	Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between or among Catamaran Corporation, the guarantor subsidiaries and the non-guarantor subsidiaries, (b) eliminate the investments in our subsidiaries and (c) record consolidating entries; and


v.	Catamaran Corporation and subsidiaries on a consolidated basis.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CATAMARAN CORPORATION

Condensed Consolidated Balance Sheets

March 31, 2015

(in thousands)



	Catamaran Corporation		Guarantors		Non-Guarantors		Consolidations			Consolidated
ASSETS
Current assets
Cash and cash equivalents	$	36,057	$	683,546	$	145,598	$	—		$	865,201
Accounts receivable, net	4,010		1,323,025		329,088		(286,927		)	1,369,196
Rebates receivable	9,652		823,696		152,144		(149,356		)	836,136
Other current assets	120		144,676		69,467		12			214,275
Intercompany receivable	—		534,122		—		(534,122		)	—
Total current assets	49,839		3,509,065		696,297		(970,393		)	3,284,808
Property and equipment, net	297		148,677		50,014		—			198,988
Goodwill	—		4,689,522		234,143		—			4,923,665
Other intangible assets, net	—		913,389		67,091		—			980,480
Intercompany loans receivable	275,000		—		—		(275,000		)	—
Investment in subsidiaries	6,471,100		553,491		71		(7,024,662		)	—
Other long-term assets	12,895		43,474		21,987		(7,926		)	70,430
Total assets	$	6,809,131	$	9,857,618	$	1,069,603	$	(8,277,981	)	$	9,458,371
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	—	$	1,335,543	$	4,162	$	(271,307	)	$	1,068,398
Accrued expenses and other current liabilities	4,452		233,059		41,418		(6,545		)	272,384
Rebates payable	—		955,623		43,283		(43,283		)	955,623
Current portion - long-term debt	87,500		—		—		—			87,500
Intercompany payable	18,961		—		614,771		(633,732		)	—
Total current liabilities	110,913		2,524,225		703,634		(954,867		)	2,383,905
Deferred income taxes	—		268,288		1,548		—			269,836
Long-term debt	1,327,744		—		—		—			1,327,744
Intercompany loans payable	—		275,000		—		(275,000		)	—
Other long-term liabilities	821		72,191		26,319		—			99,331
Total liabilities	1,439,478		3,139,704		731,501		(1,229,867		)	4,080,816
Commitments and contingencies (Note 10)
Shareholders’ equity
Total shareholders' equity	5,369,653		6,717,914		336,857		(7,054,771		)	5,369,653
Non-controlling interest	—		—		1,245		6,657			7,902
Total equity	5,369,653		6,717,914		338,102		(7,048,114		)	5,377,555
Total liabilities and equity	$	6,809,131	$	9,857,618	$	1,069,603	$	(8,277,981	)	$	9,458,371

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CATAMARAN CORPORATION

Condensed Consolidated Balance Sheets

December 31, 2014

(in thousands)



	Catamaran Corporation		Guarantors		Non-Guarantors			Consolidations			Consolidated
ASSETS
Current assets
Cash and cash equivalents	$	333,469	$	648,903	$	29,580		$	—		$	1,011,952
Accounts receivable, net	304		1,217,675		166,937			(130,580		)	1,254,336
Rebates receivable	10,710		851,929		155,719			(154,534		)	863,824
Other current assets	99		166,858		52,478			—			219,435
Intercompany receivable	—		675,551		—			(675,551		)	—
Total current assets	344,582		3,560,916		404,714			(960,665		)	3,349,547
Property and equipment, net	110		154,413		55,504			—			210,027
Goodwill	—		4,689,522		35,117			—			4,724,639
Other intangible assets, net	—		963,096		5,103			—			968,199
Investment in subsidiaries	6,375,214		266,096		71			(6,641,381		)	—
Other long-term assets	13,874		42,876		22,084			(7,061		)	71,773
Total assets	$	6,733,780	$	9,676,919	$	522,593		$	(7,609,107	)	$	9,324,185
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	4	$	1,079,598	$	3,150		$	(114,961	)	$	967,791
Accrued expenses and other current liabilities	10,580		304,309		18,846			(6,545		)	327,190
Rebates payable	—		967,733		42,932			(42,932		)	967,733
Current portion - long-term debt	81,250		—		—			—			81,250
Intercompany payable	23,898		—		626,434			(650,332		)	—
Total current liabilities	115,732		2,351,640		691,362			(814,770		)	2,343,964
Deferred income taxes	—		255,777		1,548			—			257,325
Long-term debt	1,344,973		—		—			—			1,344,973
Other long-term liabilities	1,096		71,475		26,245			—			98,816
Total liabilities	1,461,801		2,678,892		719,155			(814,770		)	4,045,078
Commitments and contingencies (Note 10)
Shareholders’ equity
Total shareholders' equity	5,271,979		6,998,027		(197,807		)	(6,800,220		)	5,271,979
Non-controlling interest	—		—		1,245			5,883			7,128
Total equity	5,271,979		6,998,027		(196,562		)	(6,794,337		)	5,279,107
Total liabilities and equity	$	6,733,780	$	9,676,919	$	522,593		$	(7,609,107	)	$	9,324,185

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CATAMARAN CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CATAMARAN CORPORATION

Condensed Consolidated Statements of Operations

Three Months ended March 31, 2015

(in thousands)



	Catamaran Corporation			Guarantors			Non-Guarantors		Consolidations			Consolidated

Revenue	$	9,073		$	5,628,573		$	987,500	$	(645,886	)	$	5,979,260
Cost of revenue	7,555			5,332,626			903,543		(643,218		)	5,600,506
Gross profit	1,518			295,947			83,957		(2,668		)	378,754
Expenses:
Selling, general and administrative	723			117,802			35,510		(2,668		)	151,367
Depreciation of property and equipment	18			13,903			1,887		—			15,808
Amortization of intangible assets	—			49,707			2,912		—			52,619
	741			181,412			40,309		(2,668		)	219,794
Operating income	777			114,535			43,648		—			158,960
Interest and other expense, net	9,969			4,612			914		—			15,495
Equity (income) in subsidiaries	(95,885		)	(16,796		)	—		112,681			—
Income before income taxes	86,693			126,719			42,734		(112,681		)	143,465
Income tax expense	—			30,834			13,077		—			43,911
Net income	86,693			95,885			29,657		(112,681		)	99,554
Less net income attributable to non-controlling interest	—			—			—		12,861			12,861
Net income attributable to the Company	$	86,693		$	95,885		$	29,657	$	(125,542	)	$	86,693

CATAMARAN CORPORATION

Condensed Consolidated Statements of Operations

Three Months ended March 31, 2014

(in thousands)



	Catamaran Corporation			Guarantors			Non-Guarantors		Consolidations			Consolidated

Revenue	$	11,041		$	4,776,699		$	620,136	$	(493,397	)	$	4,914,479
Cost of revenue	9,594			4,532,630			550,990		(493,397		)	4,599,817
Gross profit	1,447			244,069			69,146		—			314,662
Expenses:
Selling, general and administrative	319			103,171			27,029		—			130,519
Depreciation of property and equipment	9			11,259			1,100		—			12,368
Amortization of intangible assets	—			54,229			757		—			54,986
	328			168,659			28,886		—			197,873
Operating income	1,119			75,410			40,260		—			116,789
Interest and other expense, net	9,966			872			498		—			11,336
Equity (income) in subsidiaries	(72,292		)	(15,126		)	—		87,418			—
Income before income taxes	63,445			89,664			39,762		(87,418		)	105,453
Income tax expense	—			17,372			10,736		—			28,108
Net income	63,445			72,292			29,026		(87,418		)	77,345
Less net income attributable to non-controlling interest	—			—			—		13,900			13,900
Net income attributable to the Company	$	63,445		$	72,292		$	29,026	$	(101,318	)	$	63,445

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CATAMARAN CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CATAMARAN CORPORATION

Condensed Consolidated Statements of Cash Flows

Three Months ended March 31, 2015

(in thousands)



	Catamaran Corporation			Guarantors			Non-Guarantors			Consolidations			Consolidated
Cash flows from operating activities:
Net cash provided (used) by operating activities	$	48,431		$	329,792		$	(114,184	)	$	(117,357	)	$	146,682
Cash flows from investing activities:
Acquisitions, net of cash acquired	—			—			(261,668		)	—			(261,668		)
Purchases of property and equipment	(224		)	(7,660		)	(1,256		)	—			(9,140		)
Net cash used by investing activities	(224		)	(7,660		)	(262,924		)	—			(270,808		)
Cash flows from financing activities:
Repayment of long-term debt	(12,500		)	—			—			—			(12,500		)
Proceeds from exercise of options	40			(12		)	—			—			28
Tax benefit on option exercises	—			1,916			—			—			1,916
Net transactions with parent and affiliates	(358,555		)	(264,464		)	493,575			129,444			—
Distributions to non-controlling interest	—			—			—			(12,087		)	(12,087		)
Proceeds from restricted stock	25,350			(24,901		)	(449		)	—			—
Other	—			(28		)	—			—			(28		)
Net cash (used) provided by financing activities	(345,665		)	(287,489		)	493,126			117,357			(22,671		)
Effect of foreign exchange on cash balances	46			—			—			—			46
Change in cash and cash equivalents	(297,412		)	34,643			116,018			—			(146,751		)
Cash and cash equivalents, beginning of period	333,469			648,903			29,580			—			1,011,952
Cash and cash equivalents, end of period	$	36,057		$	683,546		$	145,598		$	—		$	865,201

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CATAMARAN CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CATAMARAN CORPORATION

Condensed Consolidated Statements of Cash Flows

Three Months ended March 31, 2014

(in thousands)



	Catamaran Corporation			Guarantors			Non-Guarantors			Consolidations			Consolidated
Cash flows from operating activities:
Net cash provided (used) by operating activities	$	46,037		$	465,289		$	(300,816	)	$	(74,834	)	$	135,676
Cash flows from investing activities:
Acquisitions, net of cash acquired	—			(2,026		)	—			—			(2,026		)
Purchases of property and equipment	(13		)	1,942			(14,711		)	—			(12,782		)
Net cash used by investing activities	(13		)	(84		)	(14,711		)	—			(14,808		)
Cash flows from financing activities:
Proceeds from issuance of debt	492,500			—			—			—			492,500
Repayment of long-term debt	(306,250		)	—			—			—			(306,250		)
Payment of financing costs	(955		)	—			—			—			(955		)
Proceeds from exercise of options	5,070			(1,503		)	—			—			3,567
Tax benefit on option exercises	—			2,692			—			—			2,692
Net transactions with parent and affiliates	(68,426		)	(333,956		)	312,548			89,834			—
Distributions to non-controlling interest	—			—			—			(15,000		)	(15,000		)
Proceeds from restricted stock	18,183			(17,830		)	(353		)	—			—
Net cash (used) provided by financing activities	140,122			(350,597		)	312,195			74,834			176,554
Effect of foreign exchange on cash balances	52			—			—			—			52
Change in cash and cash equivalents	186,198			114,608			(3,332		)	—			297,474
Cash and cash equivalents, beginning of period	15,090			362,647			9,504			—			387,241
Cash and cash equivalents, end of period	$	201,288		$	477,255		$	6,172		$	—		$	684,715

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ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the Management’s Discussion and Analysis (“MD&A”) section of the Company’s 2014 Annual Report on Form 10-K. Results of the periods presented are not necessarily indicative of the results to be expected for the full year ending December 31, 2015.

Caution Concerning Forward-Looking Statements

Certain statements included in this MD&A and elsewhere in this report, including those that express management's objectives and the strategies to achieve those objectives, as well as information with respect to the Company's beliefs, plans, expectations, anticipations, estimates and intentions, constitute “forward-looking statements” within the meaning of applicable securities laws. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies. We caution that such forward-looking statements involve known and unknown risks, uncertainties and other risks that may cause our actual financial results, performance, or achievements to be materially different from our estimated future results, performance or achievements expressed or implied by those forward-looking statements. Numerous factors could cause actual results to differ materially from those in the forward-looking statements, including without limitation, our ability to achieve increased market acceptance for our product offerings and penetrate new markets; our ability to compete successfully; our dependence on, and ability to retain, key customers; customer demands for enhanced services levels or loss or unfavorable modification with our customers; the risks and challenges associated with our PBM partnering agreement with Cigna Corporation due to the size of the client and the complexity and long-term nature of the agreement; consolidation in the healthcare industry; our ability to identify and complete acquisitions, manage our growth, integrate acquisitions and achieve expected synergies from acquisitions; changes in industry pricing benchmarks and continuing market and economic challenges; our ability to maintain our relationships with pharmacy providers, pharmaceutical manufacturers, third-party rebate administrators and suppliers; compliance with existing laws, regulations and industry initiatives and future change in laws or regulations in the healthcare industry; our ability to maintain our relationships with suppliers; the outcome of any legal or tax proceeding that has been or may be instituted against us; the existence of undetected errors or similar problems in our software products; potential liability for the use of incorrect or incomplete data; interruption of our operations due to outside sources and breach of our security by third parties; our dependence on the expertise of our senior management and other personnel; maintaining our intellectual property rights and litigation involving intellectual property rights; our ability to obtain, use or successfully integrate third-party licensed technology; our ability to accurately forecast our financial results; our level of indebtedness and the covenants and restrictions in the agreements governing our outstanding indebtedness; our access to sufficient capital to fund our future requirements; and potential write-offs of goodwill or other intangible assets. Numerous factors could cause actual results with respect to the proposed Acquisition to differ materially from those in the forward-looking statements, including, without limitation, risks or uncertainties associated with: the failure to obtain shareholder approval in a timely manner or otherwise; the risk that regulatory or other approvals required for the Acquisition are not obtained or are obtained subject to conditions that are not anticipated; the possibility that the proposed Acquisition will not close, including by any failure to satisfy closing conditions or a termination of the Arrangement Agreement; unanticipated difficulties or expenditures relating to the proposed Acquisition; legal proceedings that may be instituted against the Company, UnitedHealth Group and others following announcement of the proposed Acquisition; disruptions of current plans and operations caused by the announcement and pendency of the proposed Acquisition; ability to hire and retain key personnel; the potential impact of announcement or consummation of the proposed Acquisition on relationships with third parties, including customers, employees and other business partners; and the ability to attract new customers and retain existing customers in the manner anticipated. This foregoing list of factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. Other factors that should be considered are discussed from time to time in Catamaran's filings with the U.S. Securities and Exchange Commission, including the risks and uncertainties discussed under the captions “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K and subsequent filings with the U.S. Securities and Exchange Commission, which are available at www.sec.gov.

When relying on forward-looking information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. In making the forward-looking statements contained in this MD&A, the Company does not assume any future significant acquisitions, dispositions or one-time items. It does assume, however, the renewal of certain customer contracts. Every year, the Company has major customer contracts that come up for renewal. In addition, the Company also assumes new customer contracts. In this regard, the Company is pursuing large opportunities that present a very long and complex sales cycle which substantially affects its forecasting abilities. The Company has assumed certain timing for the realization of these opportunities which it believes is reasonable but which may not be achieved. Furthermore, the pursuit of these larger opportunities does not ensure a linear progression of revenue and earnings since they may involve significant up-front costs followed by renewals and cancellations of existing contracts. The Company has assumed certain revenues which may not be realized. The Company has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking information to differ materially from actual results or events. There can be no assurance that such assumptions will reflect the actual outcome of such items or factors. Accordingly, investors are cautioned not to put undue reliance on forward-looking statements.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS MD&A AND ELSEWHERE IN THIS QUARTERLY REPORT REPRESENTS THE COMPANY'S CURRENT EXPECTATIONS AND, ACCORDINGLY, IS SUBJECT TO CHANGE. HOWEVER, THE COMPANY EXPRESSLY DISCLAIMS ANY INTENTION OR OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING INFORMATION, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE, EXCEPT AS REQUIRED BY APPLICABLE LAW.

All figures are in U.S. dollars unless otherwise stated.

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Overview

PBM Business

The Company provides comprehensive PBM services to customers, which include managed care organizations, local governments, unions, corporations, HMOs, employers, workers’ compensation plans, third party health care plan administrators and federal and state government programs through its network of licensed pharmacies throughout the United States. The PBM services include electronic point-of-sale pharmacy claims management, retail pharmacy network management, mail service pharmacy, specialty service pharmacy, Medicare Part D services, benefit design consultation, preferred drug management programs, drug review and analysis, consulting services, data access and reporting and information analysis. Included in the Company's PBM offerings are the fulfillment of prescriptions through the Company's own mail and specialty pharmacies. In addition, the Company is a national provider of drug benefits to its customers under the federal government’s Medicare Part D program.

Revenue primarily consists of sales of prescription drugs, together with any associated administrative fees, to customers and participants, either through the Company’s nationwide network of participating pharmacies or its own mail and specialty pharmacies. Revenue related to the sale of prescription drugs is recognized when the claims are adjudicated and the prescription drugs are shipped. Claims are adjudicated at the point-of-sale using an on-line processing system. Profitability of the PBM segment is largely dependent on the volume and type of prescription drug claims adjudicated and sold. Growth in revenue and profitability of the PBM segment is dependent upon attracting new customers, retaining the Company’s current customers and providing additional services to the Company’s current customer base by offering a flexible and cost-effective alternative to traditional PBM offerings. The Company’s PBM offerings allow its customers to gain increased control of their pharmacy benefit cost and maximize savings and quality of care through a full range of pharmacy spend management services, including: formulary administration, benefit plan design and management, pharmacy network management, drug utilization review, clinical services and consulting, reporting and information analysis solutions, mail and specialty pharmacy services and consumer web services.

Under the Company’s customer contracts, the pharmacy is solely obligated to collect the co-payments from the participants. As such, the Company does not include participant co-payments paid to non-Company owned pharmacies in revenue or cost of revenue. If we had included these co-payments collected at non-Company owned pharmacies in our reported revenue and cost of goods sold, our operating and net income would not have been affected.

The Company evaluates customer contracts to determine whether it acts as a principal or as an agent in the fulfillment of prescriptions through its participating pharmacy network. The Company acts as a principal in most of its transactions with customers, and revenue is recognized at the prescription price (ingredient cost plus dispensing fee) negotiated with customers, plus an administrative fee, if applicable (“gross reporting”). Gross reporting is appropriate when the Company (i) has separate contractual relationships with customers and with pharmacies, (ii) has responsibility for validating and managing a claim through the claims adjudication process, (iii) commits to set prescription prices for the pharmacy, including instructing the pharmacy as to how that price is to be settled (co-payment requirements), (iv) manages the overall prescription drug relationship with the patients, who are participants of customers’ plans, and (v) has credit risk for the price due from the customer. In instances where the Company merely administers a customer’s network pharmacy contract to which the Company is not a party and under which the Company does not assume pricing risk and credit risk, among other factors, the Company only records an administrative fee as revenue. For these customers, the Company earns an administrative fee for collecting payments from the customer and remitting the corresponding amount to the pharmacies in the customer’s network. In these transactions, the Company acts as an agent for the customer. As the Company is not the principal in these transactions, the drug ingredient cost is not included in revenue or in cost of revenue (“net reporting”). As such, there is no impact to gross profit based upon whether gross or net reporting is used.

HCIT Business

The Company is also a leading provider of HCIT solutions and services to providers, payors, and other participants in the pharmaceutical supply chain in the U.S. and Canada. The Company’s product offerings include a wide range of products for managing prescription drug programs and for drug prescribing and dispensing. The Company’s solutions are available on a transaction fee basis using an ASP model. The Company’s payor customers include managed care organizations, health plans, government agencies, employers and intermediaries such as pharmacy benefit managers. The solutions offered by the Company’s services assist both payors and providers in managing the complexity and reducing the cost of their prescription drug programs and dispensing activities. Profitability of the HCIT business depends primarily on revenue derived from transaction processing services and the recognition of revenue in the HCIT business depends on various factors, including the type of service provided, contract parameters and any undelivered elements.

Industry Overview

The PBM industry is intensely competitive, generally resulting in continuous pressure on gross profit as a percentage of total revenue. In recent years, industry consolidation and dramatic growth in managed healthcare have led to increasingly aggressive pricing of PBM services. Given the pressure on all parties to reduce healthcare costs, the Company expects this competitive environment to continue for the foreseeable future. In order to remain competitive, the Company looks to continue to drive purchasing efficiencies of pharmaceuticals to improve operating margins, increase its penetration of mail and specialty fulfillment by Company owned pharmacies, and target the acquisition of other businesses to achieve its strategy of expanding its product offerings and customer base. The Company also looks to retain and expand its customer base by improving the quality of service provided by enhancing its solutions and lowering the total drug spend for customers.

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The HCIT industry is increasingly competitive as technologies continue to advance and new products continue to emerge. This rapidly developing industry requires the Company to perpetually improve its offerings to meet customers’ rising product standards. Governmental initiatives to improve the country’s electronic health records should assist the growth of the industry in addition to increased regulatory reporting forecasted by the recent healthcare reform legislation. However, it may also increase competition as more players enter the expanding market.

The complicated environment in which the Company operates presents it with opportunities, challenges, and risks. The Company’s customers are paramount to its success; the retention of existing customers and winning of new customers and members pose the greatest opportunities; and the loss thereof represents an ongoing risk. The preservation of the Company’s relationships with pharmaceutical manufacturers and the Company's network of participating retail pharmacies is very important to the execution of its business strategies. The Company’s future success will be influenced by its ability to drive volume at its specialty and mail order pharmacies and increase generic dispensing rates in light of the significant brand-name drug patent expirations expected to occur over the next several years. The Company’s ability to continue to provide innovative and competitive clinical and other services to customers and patients, including the Company’s active participation in the Medicare Part D benefit and the rapidly growing specialty pharmacy industry, also plays an important part in the Company’s future success.

Competitive Strengths

The Company has demonstrated its ability to serve a broad range of clients from large managed care organizations and state governments to employer groups with fewer than a thousand members. The Company believes its principal competitive strengths are:

Flexible, customized and independent services: The Company believes a key differentiator between itself and its competitors is not only the Company's ability to provide innovative PBM services, but also to deliver these services on an à la carte basis. The Catamaran suite of PBM services offers the flexibility of broad product choice along the entire PBM continuum, enabling enhanced customer control, solutions tailored to the Company's customers’ specific requirements, and flexible pricing. The market for the Company's products is divided among customers who contract with the Company to provide a full-suite of PBM services, large customers that have the sophisticated technology infrastructure and staff required to operate a 24-hour data center and other customers that are not able or willing to operate these sophisticated systems.

The Company’s business model allows its customers the flexibility to operate the Company’s systems themselves (with or without taking advantage of the Company’s significant customization, consulting and systems implementation services) on a fee-per-transaction or subscription basis through application service provider processing from the Company’s data center. In other cases, the Company fully manages a customer’s pharmacy benefit program from claims adjudication through clinical programs and consulting.

Leading technology and platform: The Company’s technology is robust, scalable, and web-enabled. The platform is able to cross-check multiple processes, such as reviewing claim eligibility, adverse drug reaction and properly calculating member, pharmacy and payor payments on a real-time basis. The Company’s technology is built on flexible, database-driven rule sets and broad functionality applicable for most any type of business. The Company believes it has one of the most comprehensive claims processing platforms in the market.

The Company’s technology platform allows it to provide customized comprehensive PBM services by offering customers a selection of services to choose from to meet their unique needs. The Company believes this à la carte offering is a key differentiator from its competitors.

Measurable cost savings for customers: The Company provides its customers with increased control over traditional and specialty prescription drug costs and drug benefit programs. The Company’s pricing model and flexible product offerings are designed to deliver measurable cost savings to the Company’s customers. The Company believes its pricing model is a key differentiator from its competitors for the Company’s customers who want to gain control of their prescription drug costs. For customers who select the Company’s pharmacy network and manufacturer rebate services on a fixed fee per transaction basis, there is clarity to the rebates and other fees payable by the pharmaceutical manufacturer or third party rebate administrator to the customer. The Company believes that its pricing model together with the flexibility to select from a broad range of customizable services help the customers realize measurable results and cost savings.

Selected Trends and Highlights for the Three Months Ended March 31, 2015 and 2014

Business trends

Our results for the three months ended March 31, 2015 reflect the successful execution of our business model, which emphasizes the alignment of our financial interests with those of our clients through greater use of generics and low-cost brands, as well as our mail and specialty pharmacies. The ramp-up of the Cigna contract implementation that occurred throughout 2014, increased mail and specialty volumes and new client implementations during 2015, and the addition of the Salveo specialty business in 2015 have driven the overall growth in our revenue as well as overall operating results. We also continue to benefit from better management of drug ingredient costs through increased competition among generic manufacturers. These positive trends have helped offset the negative impact of various marketplace forces affecting pricing and plan structure, among other items, and thus continue to generate improvements in our results of operations. Additionally, as the regulatory environment evolves, we will continue to make significant investments in our systems and product offerings in order to provide compliance solutions to our clients.

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Financial results


•	Total revenue for the three months ended March 31, 2015 increased $1.1 billion or 21.7% to $6.0 billion, as compared to $4.9 billion for the same period in 2014.

•

Adjusted prescription claim volume increased 2.7% to 102.7 million for the first quarter of 2015, as compared to 100.0 million for the first quarter of 2014. Adjusted prescription claim volume equals the Company's retail and specialty prescriptions, plus mail pharmacy prescriptions multiplied by three. The mail pharmacy prescriptions are multiplied by three to adjust for the fact that they typically include approximately three times the amount of product days supplied compared with retail and specialty prescriptions.


•	Gross profit for the three months ended March 31, 2015 increased $64.1 million or 20.4% to $378.8 million, as compared to $314.7 million for the same period in 2014.


•	Operating income increased $42.2 million, or 36.1%, for the three months ended March 31, 2015, to $159.0 million, as compared to $116.8 million for the same period in 2014.


•	Net income attributable to the Company increased $23.2 million or 36.6% to $86.7 million for the three months ended March 31, 2015, as compared to $63.4 million for the same period in 2014.


•	Earnings per share (fully-diluted) attributable to the Company increased $0.11 or 35.5% to $0.42 in the three months ended March 31, 2015, as compared to $0.31 per share (fully-diluted) for the same period in 2014.


•	Cash flow from operations increased $11.0 million or 8.1% to $146.7 million in the three months ended March 31, 2015, as compared to $135.7 million for the same period in 2014.

Business combinations

On January 2, 2015, the Company completed the acquisition of all of the outstanding capital stock of Salveo Specialty Pharmacy, Inc. ("Salveo"), an independent specialty pharmacy platform with pharmacy locations in New York and California, for a purchase price of $260.0 million in cash, subject to certain customary post-closing adjustments. The purchase price was funded from Catamaran's existing cash balance. The acquisition provides the Company with the opportunity to expand its geographic footprint and therapy mix in the specialty pharmacy market. The results of Salveo have been included in the Company's results since January 2, 2015. The consolidated statement of operations for the three months ended March 31, 2015 includes Salveo's total revenues of $157.8 million following the acquisition.

Subsequent to the end of the current reporting period, on April 9, 2015, the Company completed the acquisition of Healthcare Solutions, Inc. ("Healthcare Solutions"), a current PBM customer operating in the workers' compensation space, for a purchase price of $405.0 million in cash, subject to customary post-closing adjustments. The acquisition provides the Company the opportunity to further expand our presence in the workers' compensation market as well as to bring Catamaran's full suite of technology and services to Healthcare Solutions' clients.

Recent developments

On March 29, 2015, the Company entered into an Arrangement Agreement with UnitedHealth Group Incorporated. The Arrangement Agreement provides, among other things, that UnitedHealth Group will acquire all of the issued and outstanding common shares of the Company, resulting in the Company becoming an indirect, wholly owned subsidiary of UnitedHealth Group. Each holder of common shares of the Company immediately prior to the consummation of the proposed Acquisition who has not exercised and perfected dissenter rights will receive in respect of each common share owned by such holder $61.50 in cash. The completion of the proposed Acquisition is subject to approval of the Company's shareholders and certain regulatory approvals and other customary closing conditions. The completion of the Acquisition is expected during the fourth quarter of 2015.

In March 2014, the Company issued $500.0 million aggregate principal amount of 4.75% Senior Notes due 2021. The Company used the net proceeds from this offering to repay $300.0 million of the Company's outstanding borrowings under the Revolving Facility leaving the Company with approximately $800.0 million of available borrowing capacity under the Revolving Facility as of March 31, 2015. The Company used the remainder of the net proceeds from this offering for general corporate purposes.

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Results of Operations

Three months ended March 31, 2015 as compared to the three months ended March 31, 2014



	Three Months Ended March 31,
In thousands, except per share data	2015		2014
Revenue	$	5,979,260	$	4,914,479
Cost of revenue	5,600,506		4,599,817
Gross profit	378,754		314,662
SG&A	151,367		130,519
Depreciation of property and equipment	15,808		12,368
Amortization of intangible assets	52,619		54,986
Operating income	158,960		116,789
Interest and other expense, net	15,495		11,336
Income before income taxes	143,465		105,453
Income tax expense	43,911		28,108
Net income	99,554		77,345
Less: Net loss attributable to non-controlling interest	12,861		13,900
Net income attributable to the Company	$	86,693	$	63,445
Diluted earnings per share	$	0.42	$	0.31

Revenue

Revenue increased $1.1 billion, or 21.7%, to $6.0 billion for the three months ended March 31, 2015, as compared to $4.9 billion for the three months ended March 31, 2014. Revenues increased primarily as a result of organic growth added through new customer implementations including the continued implementation of the Cigna contract, expansion of our specialty book of business, as well as the addition of the Salveo specialty business. This growth helped increase the adjusted prescription claim volume to 102.7 million for the three months ended March 31, 2015, from 100.0 million for the three months ended March 31, 2014. Additionally, revenue per prescription claim has increased as a result of increased specialty claim volume, propelled by organic growth in the Company's BriovaRx book of business, as well as the addition of the Salveo business. The increased specialty claim volume increases the Company's overall revenue per prescription claim due to specialty claims carrying a higher revenue per prescription claim rate, as compared to the Company's general book of business.

Cost of Revenue

Cost of revenue increased $1.0 billion, or 21.8%, to $5.6 billion for the three months ended March 31, 2015, compared to $4.6 billion for the three months ended March 31, 2014. The increase is in line with the increase in revenue and is primarily due to organic growth in 2015 as noted above in the revenue discussion. During the three months ended March 31, 2015, the cost of prescriptions dispensed from the Company's PBM segment accounted for 98.4% of the cost of revenue. The cost of prescriptions dispensed is substantially comprised of the actual cost of the prescription drugs sold, plus any applicable shipping or dispensing costs.

Gross Profit

Gross profit increased $64.1 million, or 20.4%, to $378.8 million for the three months ended March 31, 2015 as compared to $314.7 million for the same period in 2014. The increase is mostly due to the successful implementation of new customer contracts in 2015, including the continued implementation of the Cigna contract. Gross profit as a percentage of revenue remained relatively unchanged moving from 6.4% of revenue to 6.3% of revenue during the three months ended March 31, 2015, as compared to the same period in 2014.

SG&A Costs

SG&A costs for the three months ended March 31, 2015 were $151.4 million, as compared to $130.5 million for the three months ended March 31, 2014, an increase of $20.8 million, or 16.0%. The increase is mainly due to approximately $9.0 million in transaction expenses related to the recently announced proposed Acquisition by UnitedHealth Group and the acquisition of Healthcare Solutions by the Company. Additionally, SG&A increased due to the addition of operating costs related to the Company's acquisition of Salveo that were not present during the three months ended March 31, 2014, as well increased costs to support the overall growth of the PBM segment. SG&A costs consist primarily of employee costs in addition to professional services costs, facilities and costs not related to revenue. In addition, SG&A costs include stock-based compensation cost of $8.3 million and $6.4 million for the three months ended March 31, 2015 and March 31, 2014, respectively.

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Depreciation

Depreciation expense relates to property and equipment used by the Company, except for those depreciable assets directly related to the generation of revenue, which is included in cost of revenue in the consolidated statements of operations. Depreciation expense was $15.8 million and $12.4 million for the three months ended March 31, 2015 and 2014, respectively. Depreciation expense will fluctuate based on the level of new asset purchases, as well as the timing of assets becoming fully depreciated. Depreciation expense increased during the three months ended March 31, 2015 mainly as a result of new asset purchases made by the Company in 2015 and 2014 to support the growth of the PBM business, including the continued implementation of the Cigna contract and other new clients, as well as the expansion of the Company's mail and specialty businesses.

Amortization

Total amortization expense for the three months ended March 31, 2015 and 2014 was $52.6 million and $55.0 million, respectively, a decrease of $2.4 million. The decrease in amortization expense was driven mainly by a decline in amortization expense of other intangibles which are primarily amortized on an accelerated basis in line with their estimated remaining benefits, which is greater at the beginning of their useful lives and diminish over time. The decrease was partially offset by the amortization of intangible assets acquired in the acquisition of Salveo. Amortization expense on all the Company’s intangible assets held as of March 31, 2015 is expected to be approximately $151.5 million for the remainder of 2015. Refer to Note 5 — Goodwill and Other Intangible Assets in the notes to the unaudited consolidated financial statements for more information on amortization expected in future years.

Interest and other expense, net

Interest and other expense, net increased $4.2 million to $15.5 million for the three months ended March 31, 2015 from $11.3 million for the same period in 2014. The increase is mainly due to higher average principal amount of long-term debt outstanding resulting from the issuance in March 2014 of $500.0 million aggregate principal 4.75% Senior Notes. Refer to Note 6 — Debt in the notes to the unaudited consolidated financial statements for more information related to the Company's Credit Agreement and Senior Notes.

Income Taxes

The Company recognized income tax expense of $43.9 million for the three months ended March 31, 2015, representing an effective tax rate of 30.6%, as compared to $28.1 million, representing an effective tax rate of 26.7%, for the same period in 2014. The increases in tax expense and the effective tax rate during the period ended March 31, 2015 were mainly due to higher taxable income as a result of new customer implementations as well as the acquisition of Salveo.

Segment Analysis

The Company reports in two operating segments: PBM and HCIT. The Company evaluates segment performance based on revenue and gross profit. Below is a reconciliation of the Company’s business segments to the unaudited consolidated financial statements.

Three months ended March 31, 2015 as compared to the three months ended March 31, 2014 (in thousands)



	PBM						HCIT						Consolidated
	2015			2014			2015			2014			2015			2014
Revenue	$	5,941,613		$	4,878,375		$	37,647		$	36,104		$	5,979,260		$	4,914,479
Cost of revenue	5,583,964			4,583,284			16,542			16,533			5,600,506			4,599,817
Gross profit	$	357,649		$	295,091		$	21,105		$	19,571		$	378,754		$	314,662
Gross profit %	6.0		%	6.0		%	56.1		%	54.2		%	6.3		%	6.4		%

PBM

PBM revenue was $5.9 billion for the three months ended March 31, 2015, an increase of $1.1 billion, or 21.8%, as compared to the same period in 2014. PBM revenues increased primarily as a result of organic growth added through new customer implementations, including the continued implementation of the Cigna contract, growth in our BriovaRx specialty business and the addition of the Salveo specialty business.

PBM cost of revenue was $5.6 billion for the three months ended March 31, 2015, as compared to $4.6 billion for the same period in 2014. Cost of revenue has increased in line with the increase in PBM revenue. Cost of revenue in the PBM segment is predominantly comprised of the cost of prescription drugs from retail network transactions and the cost of prescriptions dispensed at the Company's mail and specialty pharmacies.

PBM gross profit increased $62.6 million or 21.2% to $357.6 million for the three months ended March 31, 2015, as compared to $295.1 million for the same period in 2014. The increase is mostly due to the successful implementation of new customer contracts in 2015 which includes the continued implementation of the Cigna contract. PBM gross profit percentage was 6.0% for the three months ended March 31, 2015 and 2014, respectively.

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HCIT

HCIT revenue increased $1.5 million, or 4.3%, to $37.6 million for the three months ended March 31, 2015, as compared to $36.1 million for the same period in 2014 mostly due to an increase in transaction revenue. HCIT cost of revenue was relatively flat at $16.5 million for the three months ended March 31, 2015 and 2014. The Company's HCIT costs do not always correlate with changes in revenue. Most of the increased revenue for the three months ended March 31, 2015 were related to transaction processing, which often do not incur cost increases when volumes rise due to the scalability of the Company's systems.

Gross profit increased by $1.5 million, or 7.8%, to $21.1 million for the three months ended March 31, 2015, as compared to $19.6 million for the same period in 2014. The gross profit percentage was 56.1% for the three months ended March 31, 2015, as compared to 54.2% for the three months ended March 31, 2014. The increase in gross profit was mainly attributable to an increase in revenue as described above.

Non-GAAP Measures

The Company reports its financial results in accordance with GAAP, but the Company's management also evaluates and makes operating decisions using EBITDA and Adjusted EPS. The Company's management believes that these measures provide useful supplemental information regarding the performance of business operations and facilitate comparisons to its historical operating results. The Company also uses this information internally for forecasting and budgeting as it believes that the measures are indicative of the Company's core operating results. Note, however, that these items are performance measures only, and do not provide any measure of the Company's cash flow or liquidity. Non-GAAP financial measures should not be considered as a substitute for measures of financial performance in accordance with GAAP, and investors and potential investors are encouraged to review the reconciliations of EBITDA and Adjusted EPS.

EBITDA Reconciliation

EBITDA is a non-GAAP measure that management believes is a useful supplemental measure of operating performance. EBITDA consists of earnings attributable to the Company prior to amortization, depreciation, interest and other expense, net, income taxes and adjustments to remove the applicable impact of any non-controlling interest. Management believes it is useful to exclude these items, as they are essentially fixed amounts that cannot be influenced by management in the short term.

Below is a reconciliation of the Company's reported net income to EBITDA for the three months ended March 31, 2015 and 2014.



EBITDA Reconciliation	Three Months Ended March 31,
(in thousands)	2015			2014
	(unaudited)
Net income attributable to the Company (GAAP)	$	86,693		$	63,445
Add:
Depreciation of property and equipment	16,789			13,359
Amortization of intangible assets	52,619			54,986
Interest and other expense, net	15,495			11,336
Income tax expense	43,911			28,108
Adjustments related to non-controlling interest	(542		)	(384		)
EBITDA	$	214,965		$	170,850

EBITDA for the three months ended March 31, 2015 was $215.0 million, compared to $170.9 million for the same period of 2014. The increase as compared to the same period in 2014 is mainly due to increased net income attributable to the Company as a result of increased revenue driven by new customer contract implementations during 2015 as well as the Salveo book of business. This was partially offset by increased costs incurred to support the Company's growth and costs incurred related to the UnitedHealth Group Acquisition and the Healthcare Solutions acquisition.

Adjusted EPS Reconciliation

Adjusted EPS adds back the impact of all amortization of intangible assets, net of tax. Amortization of intangible assets arises from the acquisition of intangible assets in connection with the Company's business acquisitions. The Company excludes amortization of intangible assets from non-GAAP Adjusted EPS because it believes (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of the Company's business operations and (ii) such expenses can vary significantly between periods as a result of new acquisitions and full amortization of previously acquired intangible assets. Investors should note that the use of these intangible assets contributes to revenue in the period presented as well as future periods and should also note that such expenses will recur in future periods.

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Below is a reconciliation of the Company's reported net income to Adjusted EPS for the three months ended March 31, 2015 and 2014.



Adjusted EPS Reconciliation
(in thousands, except per share data)
	Three Months Ended March 31,
	2015						2014
	Operational Results			Per Diluted Share			Operational Results			Per Diluted Share
	(unaudited)
Net income attributable to the Company (GAAP)	$	86,693		$	0.42		$	63,445		$	0.31
Amortization of intangible assets	52,619			0.25			54,986			0.26
Tax effect of reconciling item	(16,101		)	(0.08		)	(14,681		)	(0.07		)
Non-GAAP net income attributable to the Company	$	123,211		$	0.59		$	103,750		$	0.50

Adjusted EPS for the three months ended March 31, 2015 was $0.59, as compared to $0.50 in the corresponding period of 2014. The increase during the three months ended March 31, 2015, as compared to the same period in 2014 is mainly due to increased gross profit as a result of organic growth as discussed above as well as the Salveo book of business, and was partially offset by increased costs incurred to support the Company's business growth and costs incurred related to the pending UnitedHealth Group Acquisition and the Healthcare Solutions acquisition.

Liquidity and Capital Resources

The Company’s sources of liquidity have primarily been cash provided by operating activities, proceeds from its public offerings, proceeds from credit facilities and stock option exercises. As of March 31, 2015, under its Credit Agreement, the Company had approximately $937.5 million of outstanding debt under the Term Loan Facility and approximately $800.0 million of available borrowing capacity under the Revolving Facility. In March 2014, the Company issued $500.0 million aggregate principal amount of 4.75% Senior Notes due March 2021. Due to the outstanding borrowings under the Credit Agreement and the Senior Notes, the Company will continue to incur significant interest expense and expects this expense and the related principal payments to continue for the remainder of 2015 and throughout the remaining term of the debt agreements. Refer to Note 6 — Debt in the notes to the unaudited consolidated financial statements for more information regarding the Credit Agreement and the Senior Notes.

At March 31, 2015 and December 31, 2014, the Company had cash and cash equivalents totaling $865.2 million and $1.0 billion, respectively. The Company believes that its cash on hand, together with cash generated from operating activities and cash available through the Revolving Facility, will be sufficient to support planned operations for the foreseeable future and service our outstanding debt obligations. At March 31, 2015, cash and cash equivalents consisted of cash on hand, deposits in banks, and bank term deposits with original maturities of 90 days or less.

As of March 31, 2015, all of the Company’s cash and cash equivalents were exposed to market risks, primarily changes in U.S. interest rates. Declines in interest rates over time would reduce interest income related to these balances.

Consolidated Balance Sheets

Selected balance sheet highlights at March 31, 2015 are as follows:

•

Accounts receivable are comprised of trade accounts receivable primarily from the PBM segment's customers. Accounts receivable increased $0.1 billion to $1.4 billion at March 31, 2015, from $1.3 billion at December 31, 2014. The accounts receivable balance increased mainly due to an increase in revenue in Q1 2015 compared to Q4 2014 driven mainly by organic growth as well as the acquisition of Salveo.The accounts receivable balance is impacted by changes in revenues, as well as the timing of collections, and is continually monitored by the Company to ensure timely collections and to assess the need for any changes to the allowance for doubtful accounts.

•

Rebates receivable of $836.1 million at March 31, 2015 relate to billed and unbilled PBM receivables from pharmaceutical manufacturers and third party administrators in connection with the administration of the rebate program where the Company is the principal contracting party. The receivable and related payable are based on estimates that are subject to final settlement. Rebates receivable decreased $27.7 million from $863.8 million at December 31, 2014 due to a decrease in the rebate eligible claims processed in the first quarter of 2015 as well as timing of receipts from pharmaceutical manufacturers and third party administrators. The Company does not process rebates for all customers, and accordingly the rebates payable balance does not always fluctuate proportionately with changes in revenues and prescription claim volumes.


•	Other assets are mostly comprised of prepaid assets, inventory and deferred tax assets. Other assets remain relatively unchanged at $214.3 million at March 31, 2015 compared to $219.4 million at December 31, 2014.


•	Accounts payable predominantly relates to amounts owed to retail pharmacies for prescription drug costs and dispensing fees in connection with prescriptions dispensed by the retail pharmacies to the members of the Company’s customers when the Company is

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the principal contracting party with the pharmacy. Accounts payable increased $100.6 million to $1.1 billion, from $967.8 million at December 31, 2014, primarily due to the timing of payments made for purchases from the Company's suppliers as well as payments made to participating pharmacies in the Company's retail pharmacy network.

•

Rebates payable represents amounts owed to customers for rebates from pharmaceutical manufacturers and third party administrators where the Company administers the rebate program on the customer’s behalf, and the Company is the principal contracting party. The payable is based on estimates that are subject to final settlement. Rebates payable decreased $12.1 million to $955.6 million from $967.7 million at December 31, 2014, due to timing of payments. Similar to the change in rebates receivable, the Company does not process rebates for all customers, and accordingly the rebates payable balance does not always fluctuate proportionately with changes in revenues and prescription claim volumes.

•

Accrued liabilities are mainly comprised of customer deposits, salaries and wages payables and other accrued liabilities related to operating expenses of the Company. Accrued liabilities decreased by $54.8 million to $272.4 million at March 31, 2015 from $327.2 million at December 31, 2014. The decrease was primarily attributable to the timing of payments for the Company's annual incentive compensation plans, offset in part by additional liabilities of Salveo and increased expenses due to general growth of the Company.

Consolidated Statements of Cash Flows



	Three Months Ended March 31,
	2015			2014
	(In thousands)
Net cash provided by (used in):
Operating activities	$	146,682		$	135,676
Investing activities	(270,808		)	(14,808		)
Financing activities	(22,671		)	176,554
Effect of foreign exchange on cash balances	46			52
Change in cash and cash equivalents	$	(146,751	)	$	297,474

Cash flows from operating activities

For the three months ended March 31, 2015, the Company generated $146.7 million of cash from operating activities, an increase of $11.0 million, as compared to the amount of cash provided from operations for the same period in 2014. Cash from operating activities increased during the three months ended March 31, 2015, as compared to the same period in 2014 due to an increase in net income of $22.2 million, a net cash inflow of $89.7 million due to the timing of receipts on the Company's outstanding accounts receivable as well as a net cash inflow of $16.8 million due to the timing of receipts and payments associated with the Company's rebate program. These increases were offset in part by a net cash outflow of $152.3 million due to the timing of payments on the Company's accounts payable and accrued expenses balances.

Changes in the Company’s cash from operations result primarily from increased net income and the timing of payments on accounts receivable, rebates receivable, and the payment or processing of its various accounts payable and accrued liabilities. The Company continually monitors its balance of trade accounts receivable and devotes ample resources to collection efforts on those balances. Rebates receivable and the related payables are primarily estimates based on claims submitted and are typically paid to customers on a quarterly basis. The timing of the rebate payments to customers and collections of rebates from third-party rebate administrators and pharmaceutical manufacturers causes fluctuations on the balance sheet, as well as in the Company’s cash from operating activities.

Changes in non-cash items such as depreciation and amortization are caused by the purchase and acquisition of capital and intangible assets. In addition, as assets become fully depreciated or amortized, the related expenses will decrease.

Changes in operating assets and liabilities, as well as non-cash items related to income taxes, will fluctuate based on working capital requirements and the tax provision, which is determined by examining taxes actually paid or owed, as well as amounts expected to be paid or owed in the future.

Cash flows from investing activities

For the three months ended March 31, 2015, the Company used $270.8 million of cash for investing activities, an increase of $256.0 million, as compared to $14.8 million of cash used during the three months ended March 31, 2014. This increase was mainly attributable to the Salveo acquisition and was offset slightly by a decrease in the purchases of property and equipment during the three months ended March 31, 2015, as compared to the same period in 2014.

Cash flows from financing activities

For the three months ended March 31, 2015, the Company used $22.7 million of cash for financing activities, a decrease of $199.2 million, as compared to $176.6 million in cash generated from financing activities during the three months ended March 31, 2014. This decrease is attributable to the Company's issuance of $500.0 million aggregate principal amount of the Senior Notes, which was partially offset by repaying $300.0 million of the Company's outstanding borrowings under the Revolving Facility during the three months ended March 31, 2014.

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Cash flows from financing activities generally fluctuate based on payments for acquisitions, proceeds from or payments on debt borrowings and the timing of option exercises by the Company’s employees.

Future Capital Requirements

The Company’s future capital requirements depend on many factors, including servicing its outstanding debt and the integration of its acquisitions. The Company expects to fund its operating and working capital needs and business growth requirements through cash flow from operations, its cash and cash equivalents on hand and available borrowings under its Credit Agreement. Refer to Note 6— Debt in the notes to the unaudited consolidated financial statements for more information on the Credit Agreement.

Subsequent to the end of the Company's current reporting period, on April 8, 2015, the Company completed the acquisition of Healthcare Solutions, a PBM operating in the workers' compensation space, for $405.0 million in cash, subject to customary post-closing adjustments. The purchase price was funded from Catamaran's existing cash balance.

On January 2, 2015, the Company completed the acquisition of all of the outstanding equity interests of Salveo, an independent specialty pharmacy platform with pharmacy locations in New York and California, for a purchase price of $260.0 million in cash, subject to certain customary post-closing adjustments. The purchase price was funded from Catamaran's existing cash balance.

The Company cannot provide assurance that its actual cash requirements will not be greater than expected as of the date of this quarterly report. In order to meet business growth goals, the Company will, from time to time, consider the acquisition of, or investment in, complementary businesses, products, services and technologies, which may adversely affect the Company's liquidity position or require the issuance of additional equity or debt securities. Any issuance of additional equity or debt securities may result in dilution to shareholders, and the Company cannot be certain that additional public or private financing will be available in amounts or on terms acceptable to the Company, or at all.

If sources of liquidity are not available or if it cannot generate sufficient cash flow from operations during the next twelve months, the Company may be required to obtain additional funds through operating improvements, capital markets transactions, asset sales or financing from third parties or a combination thereof. The Company cannot provide assurance that these additional sources of funds will be available in amounts or on terms acceptable to the Company, or at all.

If adequate funds are not available to finance the Company's business growth goals, the Company may have to substantially reduce or eliminate expenditures for expanding operations, marketing, and research and development, or obtain funds through arrangements with partners that require the Company to relinquish rights to certain of its technologies or products. There can be no assurance that the Company will be able to raise additional capital if its capital resources are exhausted. A lack of liquidity and an inability to raise capital when needed may have a material adverse impact on the Company’s ability to continue its operations or expand its business.

Contingencies

For information on legal proceedings and contingencies, refer to Note 10 — Commitments and Contingencies in the notes to the unaudited consolidated financial statements.

Contractual Obligations

For the three months ended March 31, 2015, there have been no significant changes to the Company’s contractual obligations as disclosed in its 2014 Annual Report on Form 10-K other than as disclosed below with respect to the required principal payments under the Credit Agreement and required principal and interest payments under the Senior Notes.



	Payments due by period (in millions)
	Total		Less than one year		1-3 years		4-5 years		More than 5 years
Credit Agreement*	$	937.5	$	87.5	$	225.0	$	625.0	$	—
Senior Notes**	$	642.5	$	23.8	$	47.5	$	47.5	$	523.7

*The commitment amounts are exclusive of interest payments. Currently, the Company's long-term debt obligations carry an annual interest rate of 2.14% on $500.0 million, which has been fixed through the Company's interest rate swap agreements, and 1.81% on the remaining $437.5 million of its long-term debt obligations. The interest rate applicable to the Company's long-term debt may fluctuate in the future based on changes in the LIBOR rate. See Note 6 — Debt for further information on the terms of the Company's long-term debt obligations.

** Amounts reported include interest payments on the $500.0 million aggregate principal amount of the Senior Notes which carry an interest rate of 4.75%. Interest payments are due semi-annually on March 15 and September 15 of each year. See Note 6 — Debt for further information on the terms of the Company's long-term debt obligations.

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Outstanding Securities

As of April 30, 2015, the Company had 208,012,259 common shares outstanding, 1,802,297 stock options outstanding, and 2,402,294 RSUs outstanding. The options are exercisable on a one-for-one basis into common shares. The outstanding RSUs are subject to time-based and performance-based vesting restrictions. The number of outstanding RSUs as of April 30, 2015 assumes the associated performance targets will be met at the maximum level for the performance-based RSUs. Upon vesting, the RSUs convert into common shares on a one-for-one basis.

Critical Accounting Policies and Estimates

Refer to Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates in the 2014 Annual Report on Form 10-K for a discussion of the Company’s critical accounting policies and estimates.

Recent Accounting Standards

Refer to Note 3 — Recent Accounting Pronouncements in the notes to the unaudited consolidated financial statements for information on recent updates to accounting guidance that the Company has assessed for any impact to the Company's financial statements.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to market risk in the normal course of its business operations, primarily the risk of loss arising from adverse changes in interest rates. In addition, the Company is subject to interest rate risk related to approximately $437.5 million of the $937.5 million drawn under the Credit Agreement, as of March 31, 2015, as $500.0 million is not impacted due to the interest rate swap agreements the Company maintains which fix the interest rate on that portion of the Term Loan Facility. See Note 11 — Financial Instruments to the Company's unaudited consolidated financial statements included herein for additional information regarding the Company's interest rate swap agreements. As of March 31, 2015, assuming a hypothetical 1% fluctuation in the interest rate of the loan, the Company's pre-tax income would vary by approximately $4.4 million on an annual basis. Actual increases or decreases in earnings in the future could differ materially from this assumption based on the timing and amount of both interest rate changes and the levels of cash held by the Company. The interest rates applicable to borrowings under the Credit Agreement are based on a LIBOR-based floating rate and are described in more detail in Note 6 — Debt to the Company's unaudited consolidated financial statements included herein.

The Company is also subject to foreign exchange rate risk related to its operations in Canada, as disclosed in Item 7A — Quantitative and Qualitative Disclosures About Market Risk - Foreign Exchange Rate Risk in the 2014 Annual Report on Form 10-K. In the three months ended March 31, 2015, there have been no material changes in the Company's foreign exchange rate risk as disclosed in its 2014 Annual Report on Form 10-K.


ITEM 4.	Controls and Procedures

We conducted an evaluation under the supervision and with the participation of our management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), pursuant to Rule 13a-15 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2015 (the “Evaluation Date”), which is the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our CEO and CFO concluded that, as of the Evaluation Date, the design and operation of such disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and were effective to ensure that the information required to be disclosed in the reports filed or submitted by the Company under the Exchange Act was accumulated and communicated to management, including the CEO and CFO, to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) that occurred during the three month period ended March 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION


ITEM 1.	Legal Proceedings

For information on legal proceedings, refer to Note 10 —Commitments and Contingencies in the notes to the unaudited consolidated financial statements.

ITEM 1A. Risk Factors

Our Annual Report on Form 10-K for the year ended December 31, 2014 includes a detailed discussion of certain material risk factors facing us. The information presented below describes updates and additions to such risk factors in the three months ended March 31, 2015 and should be read in conjunction with the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2014.

The proposed Acquisition may not be completed within the expected timeframe, or at all, and the failure to complete the proposed Acquisition could adversely affect our business and the market price of our common stock.

The Arrangement Agreement is an executory contract subject to closing conditions beyond our control, and there is no guarantee that these conditions will be satisfied in a timely manner, or at all. The completion of the Acquisition is subject to the satisfaction or waiver of a number of conditions, including, among others, (i) approval by a Yukon Territory, Canada court of the Acquisition pursuant to the Yukon corporate statute, (ii) approval by the Company’s shareholders of a resolution approving the Plan of Arrangement, the Arrangement Agreement and the arrangement (or such other vote as the Yukon court may require), (iii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and applicable approvals under the Canadian Competition Act, the Investment Canada Act, (iv) the absence of any judgment, order, award, injunction or decree that would restrain, enjoin or otherwise prohibit the Acquisition and (v) subject to materiality exceptions, the accuracy of the representations and warranties made by each party and compliance by each party in all material respects with their respective obligations under the Arrangement Agreement. The satisfaction of all of the required closing conditions is subject to a number of factors, many of which are outside of our control, and which could delay the completion of the Acquisition for a signification period of time or prevent the Acquisition from occurring.

In addition, if the Acquisition is not completed by December 29, 2015 (subject to certain limited extension rights), either UnitedHealth Group or the Company may choose not to proceed with the Acquisition. If any of the conditions to the proposed Acquisition are not satisfied (or waived by the other party), the Acquisition may not be completed. In addition, the Arrangement Agreement may be terminated under certain specified circumstances, including for the Company to enter into an alternative transaction agreement with respect to a "superior proposal", as defined in the Arrangement Agreement. Failure to complete the Acquisition could adversely affect our business, results of operations and the market price of our common stock in a number of ways, including the following:


•	if the Acquisition is not completed, and there are no other parties willing and able to acquire the Company at a price of $61.50 per share or higher on terms acceptable to us, our stock price will likely decline as our stock has recently traded at prices based on the proposed per share consideration for the Acquisition;

•

we have incurred, and will continue to incur, significant costs, expenses and fees for professional services and other transaction costs in connection with the proposed Acquisition, for which we will receive little or no benefit if the Acquisition is not completed. Many of these fees and costs will be payable by us even if the Acquisition is not completed and may relate to activities that we would not have undertaken other than to complete the Acquisition;


•	a failed Acquisition may result in negative publicity and a negative impression of us in the investment community; and


•	upon termination of the Arrangement Agreement by the Company or UnitedHealth Group under specified circumstances, we would be required to pay a termination fee of $450 million.

The occurrence of any of these events, individually or in combination, could have a material adverse effect on our results of operations and our stock price.

The announcement and pendency of the proposed Acquisition could adversely affect our business, financial condition and results of operations.

The announcement and pendency of the proposed Acquisition could cause disruptions in and create uncertainty surrounding our business, which could have an adverse effect on our business, financial condition and results and operations, regardless of whether the Acquisition is completed. These risks to our business include the following, all of which could be exacerbated by a delay in the completion of the Acquisition:

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•

our employees may experience uncertainty about their post-Acquisition roles with UnitedHealth Group, which in turn may materially adversely affect the ability of the Company to attract, retain and motivate key personnel. In addition, key employees may depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with UnitedHealth Group following the combination of the two companies;


•	diversion of attention from ongoing operations on the part of management and employees;


•	difficulties maintaining relationships with customers and other business partners;


•	difficulties in attracting new customers or retaining existing customers in the manner anticipated;


•	customers and strategic partners may delay or defer decisions to use the Company’s services, which could adversely affect our revenues and earnings, as well as the market price of our common shares, regardless of whether the proposed Acquisition is completed;


•	the inability to pursue alternative business opportunities, including strategic acquisitions, or make appropriate changes to our business because of requirements in the Arrangement Agreement that we conduct our business in the ordinary course of business consistent with past practice and not engage in certain kinds of transactions prior to the completion of the proposed Acquisition; and


•	litigation relating to the Acquisition and the costs related thereto.

Legal proceedings in connection with the proposed Acquisition, the outcomes of which are uncertain, could delay or prevent the completion of the Acquisition.

In April 2015, four purported shareholders of the Company filed four putative class action complaints in the Circuit Court of Cook County, Illinois, each on behalf of a purported class of shareholders. Each of the lawsuits names the Company, each of the Company's directors and UnitedHealth Group as defendants. The lawsuits allege, among other things, the Company’s directors breached their fiduciary duties by failing to take steps to ensure that the putative class members will obtain adequate and fair consideration under the circumstances. The lawsuits allege that UnitedHealth Group aided and abetted our directors’ breach of fiduciary duties. Based on these allegations, the lawsuits seek, among other relief, injunctive relief enjoining the proposed Acquisition or, in the alternative, damages in the event the Acquisition is consummated. These lawsuits are in a preliminary stage.

One of the conditions to the closing of the Acquisition is that no court or other governmental entity of competent jurisdiction has issued or entered any judgment, order, award, injunction or decree (whether temporary, preliminary or permanent) that is in effect and that restrains, enjoins or otherwise prohibits the consummation of the proposed Acquisition. As such, if the plaintiffs are successful in obtaining an injunction prohibiting the consummation of the proposed Acquisition on the agreed upon terms, then such injunction may prevent the Acquisition from being completed within the expected timeframe, or at all.

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

None.


ITEM 3.	Defaults Upon Senior Securities

None.


ITEM 4.	Mine Safety Disclosures

Not applicable.


ITEM 5.	Other Information

None.

Table of Contents

ITEM 6. Exhibits



Exhibit Number		Description of Document	Reference

2.1		Arrangement Agreement, dated as of March 29, 2015, by and among Catamaran Corporation, UnitedHealth Group Incorporated and 1031387 B.C. Unlimited Limited Liability Company	Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed March 30, 2015

10.1*		Amendment No. 4 to the Catamaran Corporation 2007 Employee Stock Purchase Plan, dated March 29, 2015	Filed herewith.

10.2		Amendment No. 5 to Credit Agreement, dated as of April 1, 2015, among Catamaran Corporation (f/k/a SXC Health Solutions Corp.), JPMorgan Chase Bank, N.A., individually and as administrative agent, and the other financial institutions signatory thereto	Filed herewith.

31.1		Rule 13a-14(a)/15d-14(a) Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act.	Filed herewith.

31.2		Rule 13a-14(a)/15d-14(a) Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act.	Filed herewith.

32.1		Section 1350 Certification of CEO as adopted by Section 906 of the Sarbanes-Oxley Act.	Filed herewith.

32.2		Section 1350 Certification of CFO as adopted by Section 906 of the Sarbanes-Oxley Act.	Filed herewith.

101		Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014, (ii) the Consolidated Statements of Operations for the three months ended March 31, 2015 and 2014, (iii) the Consolidated Statements of Comprehensive Income for the three months ended March 31, 2015 and 2014, (iv) the Consolidated Statements of Cash Flows for the three months ended March 31, 2015 and 2014, (v) the Consolidated Statements of Shareholders' Equity for the three months ended March 31, 2015 and 2014, and (vi) the notes to the Unaudited Consolidated Financial Statements.	Filed herewith.

*	Indicates management contract or compensatory plan

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SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	Catamaran Corporation
May 1, 2015	By:	/s/ Michael Shapiro
		Michael Shapiro
		Senior Vice President and Chief Financial Officer (on behalf of the registrant and as principal financial and accounting officer)

Table of Contents

EXHIBIT INDEX



Exhibit Number		Description of Document	Reference

2.1		Arrangement Agreement, dated as of March 29, 2015, by and among Catamaran Corporation, UnitedHealth Group Incorporated and 1031387 B.C. Unlimited Limited Liability Company	Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed March 30, 2015

10.1*		Amendment No. 4 to the Catamaran Corporation 2007 Employee Stock Purchase Plan, dated March 29, 2015	Filed herewith.

10.2		Amendment No. 5 to Credit Agreement, dated as of April 1, 2015, among Catamaran Corporation (f/k/a SXC Health Solutions Corp.), JPMorgan Chase Bank, N.A., individually and as administrative agent, and the other financial institutions signatory thereto	Filed herewith.

31.1		Rule 13a-14(a)/15d-14(a) Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act.	Filed herewith.

31.2		Rule 13a-14(a)/15d-14(a) Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act.	Filed herewith.

32.1		Section 1350 Certification of CEO as adopted by Section 906 of the Sarbanes-Oxley Act.	Filed herewith.

32.2		Section 1350 Certification of CFO as adopted by Section 906 of the Sarbanes-Oxley Act.	Filed herewith.

101		Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014, (ii) the Consolidated Statements of Operations for the three months ended March 31, 2015 and 2014, (iii) the Consolidated Statements of Comprehensive Income for the three months ended March 31, 2015 and 2014, (iv) the Consolidated Statements of Cash Flows for the three months ended March 31, 2015 and 2014, (v) the Consolidated Statements of Shareholders' Equity for the three months ended March 31, 2015 and 2014, and (vi) the notes to the Unaudited Consolidated Financial Statements.	Filed herewith.

*	Indicates management contract or compensatory plan

Exhibit 10.1

Amendment No. 4 to the Catamaran Corp.

2007 Employee Stock Purchase Plan

WHEREAS, Catamaran Corporation (the “Company”) has adopted and maintains the Catamaran Corp. 2007 Employee Stock Purchase Plan (the “Plan”); and

WHEREAS, the Board of Directors of the Company desires to amend the Plan as set forth herein.

NOW, THEREFORE, pursuant to Section 15.2 of the Plan, the Plan is hereby amended as follows:


1.	The following new Article 26 is hereby added to read in its entirety as follows:

ARTICLE 26 – Suspension of Plan

26.1 Effective as of the close of business on March 31, 2015, all future payroll deductions under the Plan shall be suspended and no Common Shares may be purchased under the Plan with respect to any Purchase Period beginning after March 31, 2015; provided, however, if the Arrangement Agreement, dated as of March 29, 2015, by and among the Company, UnitedHealth Group Incorporated, a corporation incorporated under the laws of the State of Minnesota, USA, and 1031387 B.C. Unlimited Liability Company, an unlimited liability company incorporated under the laws of the Province of British Columbia, Canada, shall terminate without consummation of the transactions contemplated thereunder, then the Plan shall resume in accordance with its terms with respect to the first Purchase Period commencing after the date on which the Arrangement Agreement is terminated, without regard to this Article 26.

In all other respects, the Plan shall remain in full force and effect in accordance with its terms.

As adopted by the Board of Directors of Catamaran Corp. on March 29, 2015.

Exhibit 10.2

EXECUTION VERSION

AMENDMENT NO. 5 TO CREDIT AGREEMENT

This Amendment No. 5 to Credit Agreement (this “Amendment”) is entered into as of April 1, 2015 by and among Catamaran Corporation (f/k/a SXC Health Solutions Corp.), a corporation organized under the laws of the Yukon Territory, Canada (the “Borrower”), JPMorgan Chase Bank, N. A., individually and as administrative agent (the “Administrative Agent”), and the other financial institutions signatory hereto.

RECITALS

A. The Borrower, the Administrative Agent and the Lenders are party to that certain Credit Agreement dated as of July 2, 2012 (as previously amended, the “Credit Agreement”). Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them by the Credit Agreement.

B. The Borrower, the Administrative Agent and the undersigned Lenders wish to amend certain provisions of the Credit Agreement on the terms and conditions set forth below.

Now, therefore, in consideration of the mutual execution hereof and other good and valuable consideration, the parties hereto agree as follows:

1. Amendment to Credit Agreement. Upon the Effective Date (as defined below), the Credit Agreement shall be amended as follows:

(a) The definition of “EBIT” contained in Section 1.01 of the Credit Agreement shall be amended and restated in its entirety to read as follows:

“EBIT” means, for any period, for any Person and its subsidiaries on a consolidated basis, an amount equal to Net Income for such Person and its subsidiaries for such period plus (a) the following to the extent deducted in calculating such Net Income: (i) Total Interest Expense of such Person and its subsidiaries for such period, (ii) the provision for Federal, state, local and foreign income taxes payable by such Person and its subsidiaries for such period, (iii) any extraordinary losses (determined in accordance with GAAP) of such Person and its subsidiaries for such period, (iv) non-cash stock compensation expenses of such Person and its subsidiaries incurred in such period, (v) other all non-cash items reducing such Net Income for such period; provided that cash expenditures in respect of items excluded pursuant to this clause (v) shall be deducted in determining EBIT for the period during which such expenditures are made, (vi) fees and expenses directly incurred or paid in connection with the Transactions, the Merger or any Permitted Acquisition, (vii) fees and expenses directly incurred or paid in connection with the HealthTran Acquisition in an aggregate amount not to exceed $1,200,000, (viii) synergies projected by the Borrower in good faith to be realized as a result of the Merger in an aggregate amount not to exceed $75,000,000, (ix) fees and expenses and integration costs not to exceed $47,000,000 in the aggregate related to historical acquisitions by Target and its subsidiaries made within the twelve months preceding the Effective Date, (x) any unrealized losses in respect of Swap Agreements, and (xi) any non-recurring charges, costs, fees and expenses directly incurred or paid directly as a result of discontinued operations or restructurings and minus (b) the following to the extent included in calculating such Net Income: (i) Federal, state, local and foreign income tax credits of such Person and its subsidiaries for such period (to the extent not netted from tax expense), (ii) interest income of such Person and its subsidiaries for such period, (iii) all non-cash items increasing such Net Income for such period, (iv) any extraordinary gains (determined in accordance with GAAP) of such Person and its subsidiaries for such period and (v) any non-recurring gains or income directly arising as a result of discontinued operations or restructurings. For any computation period during which (a) a Subsidiary or business is acquired or (b) a Subsidiary or business is disposed of, EBIT shall be calculated on a pro forma basis as if such Subsidiary or business, as the case may be, had been acquired (and any related Indebtedness incurred) or sold (and any related Indebtedness repaid), as the case may be, on the first day of such computation period. For so long as Script Relief is not a subsidiary of the Borrower, EBIT shall be adjusted by: (i) adding an amount equal to the Net Income of Script Relief and its subsidiaries, calculated on a stand-alone basis for such period multiplied by the percentage of equity in Script Relief not held by the Borrower or any of its subsidiaries, (ii) subtracting an amount equal to the EBIT of Script Relief and its subsidiaries, calculated on a stand- alone basis for such period, and (iii) adding any cash distributions paid by Script Relief to the Borrower or any of its subsidiaries during such period (excluding any Recapitalization Amount).

(b) The definition of “EBITDA” contained in Section 1.01 of the Credit Agreement shall be amended and restated in its entirety to read as follows:

“EBITDA” means, for any period, for any Person and its subsidiaries on a consolidated basis, an amount equal to Net Income for such Person and its subsidiaries for such period plus (a) the following to the extent deducted in calculating such Net Income: (i) Total Interest Expense of such Person and its subsidiaries for such period, (ii) the provision for Federal, state, local and foreign income taxes payable by such Person and its subsidiaries for such period, (iii) depreciation

Exhibit 10.2

and amortization expense for such Person and its subsidiaries for such Period, (iv) any extraordinary losses (determined in accordance with GAAP) of such Person and its subsidiaries for such period, (v) non-cash stock compensation expenses of such Person and its subsidiaries incurred in such period (vi) other all non-cash items reducing such Net Income for such period; provided that cash expenditures in respect of items excluded pursuant to this clause (vi) shall be deducted in determining EBITDA for the period during which such expenditures are made, (vii) fees and expenses directly incurred or paid in connection with the Transactions, the Merger or any Permitted Acquisition, (viii) fees and expenses directly incurred or paid in connection with the HealthTran Acquisition in an aggregate amount not to exceed $1,200,000, (ix) synergies projected by the Borrower in good faith to be realized as a result of the Merger in an aggregate amount not to exceed $75,000,000, (x) fees and expenses and integration costs not to exceed $47,000,000 in the aggregate related to historical acquisitions by Target and its subsidiaries made within the twelve months preceding the Effective Date, (xi) any unrealized losses in respect of Swap Agreements and (xii) any non-recurring charges, costs, fees and expenses directly incurred or paid directly as a result of discontinued operations or restructurings and minus (b) the following to the extent included in calculating such Net Income: (i) Federal, state, local and foreign income tax credits of such Person and its subsidiaries for such period (to the extent not netted from tax expense), (ii) interest income of such Person and its subsidiaries for such period, (iii) all non-cash items increasing such Net Income for such period, (iv) any extraordinary gains (determined in accordance with GAAP) of such Person and its subsidiaries for such period and (v) any non-recurring gains or income directly arising as a result of discontinued operations or restructurings. For any computation period during which (a) a Subsidiary or business is acquired or (b) a Subsidiary or business is disposed of, EBITDA shall be calculated on a pro forma basis as if such Subsidiary or business, as the case may be, had been acquired (and any related Indebtedness incurred) or sold (and any related Indebtedness repaid), as the case may be, on the first day of such computation period. For so long as Script Relief is not a subsidiary of the Borrower, EBITDA shall be adjusted by: (i) adding an amount equal to the Net Income of Script Relief and its subsidiaries, calculated on a stand-alone basis for such period multiplied by the percentage of equity in Script Relief not held by the Borrower or any of its subsidiaries, (ii) subtracting an amount equal to the EBITDA of Script Relief and its subsidiaries, calculated on a stand-alone basis for such period, and (iii) adding any cash distributions paid by Script Relief to the Borrower or any of its subsidiaries during such period (excluding any Recapitalization Amount).

(c) The definition of “subsidiary” contained in Section 1.01 of the Credit Agreement shall be amended and restated in its entirety to read as follows:

“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. Notwithstanding the foregoing, neither Script Relief nor any subsidiary thereof shall be a “subsidiary” of the Borrower (or any of the Borrower’s subsidiaries) unless the criteria of clause (a) or (b) above are satisfied.

(d) The definition of “Total Debt” contained in Section 1.01 of the Credit Agreement shall be amended and restated in its entirety to read as follows:

“Total Debt” means the sum, without duplication, of (a) all Indebtedness of the Borrower and its Subsidiaries, on a consolidated basis, calculated in accordance with GAAP plus, without duplication (b) the face amount of all outstanding letters of credit in respect of which the Borrower or any Subsidiary has any actual or contingent reimbursement obligation and (c) all Indebtedness of the type referred to in clauses (a) and (b) above of another Person and Guaranteed by the Borrower or its Subsidiaries. For so long as Script Relief is not a subsidiary of the Borrower, “Total Debt” shall not include any Indebtedness (or any obligations described in (b) or (c) above) of Script Relief.

(e) The definition of “Total Interest Expense” contained in Section 1.01 of the Credit Agreement shall be amended and restated in its entirety to read as follows:

“Total Interest Expense” means, for any period with respect to any Person, total cash interest expense deducted in the computation of Net Income for such period (including that attributable to Capital Lease Obligations) of such Person and its subsidiaries for such period with respect to all outstanding Indebtedness of such Person and its subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs of rate hedging in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP). For purposes of calculating the Interest Coverage Ratio, “Total Interest Expense” shall not include any interest expense (or any other obligations described above) of Script Relief, for so long as Script Relief is not a subsidiary of the Borrower.

(f) Section 1.01 of the Credit Agreement shall be amended by adding the following new definitions in the appropriate alphabetical order:

Exhibit 10.2

“Recapitalization Amounts” means any cash distributions paid by Script Relief to the Borrower or any of its subsidiaries as a result of a dividend recapitalization.

“Script Relief” means Script Relief, LLC, a Delaware limited liability company.

(g) Section 6.04 of the Credit Agreement is amended by amending and restating clause (j) thereof to read as follows:

“(j) (i) Permitted Acquisitions, (ii) Equity Interests acquired in Permitted Acquisitions and (iii) the acquisition of additional equity of Script Relief, so long as, at the time of any such acquisition and after giving effect thereto, the Leverage Ratio does not exceed 3.00 to 1.00;”

(h) Section 6.07 of the Credit Agreement is amended by amending and restating clause (d) thereof to read as follows:

“(d) any Restricted Payment permitted by Section 6.06 and any acquisition permitted by 6.04(j)(iii),”.

2. Representations and Warranties of the Borrower. The Borrower represents and warrants that as of the date hereof and as of the Effective Date:

(a) The execution, delivery and performance by the Borrower of this Amendment have been duly authorized by all necessary corporate action and that this Amendment is a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;

(b) Each of the representations and warranties contained in the Credit Agreement (treating this Amendment as a Credit Document for purposes thereof) is true and correct in all material respects (but in all respects if such representation or warranty is qualified by “material” or “Material Adverse Effect”) on and as of the Effective Date as if made on such date, or to the extent such representations and warranties expressly relate to an earlier date, on and as of such earlier date; and

3. Effective Date. This Amendment shall become effective on the date (the “Effective Date”) this Amendment is executed and delivered by the Borrower, the Administrative Agent and the Required Lenders (without respect to whether it has been executed and delivered by all the Lenders).

In the event the Effective Date has not occurred on or before April 3, 2015, Section 1 hereof shall not become operative and shall be of no force or effect.

4. Reference to and Effect Upon the Credit Agreement.

(a) Except as specifically amended above, the Credit Agreement and the other Credit Documents shall remain in full force and effect and are hereby ratified and confirmed. This Amendment shall constitute a Credit Document.

(b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under the Credit Agreement or any Credit Document, nor constitute a waiver of any provision of the Credit Agreement (including without limitation any cross-default arising under the Credit Agreement by virtue of any defaults under other agreements (excluding the Credit Documents) resulting from the matters which are specifically waived hereby) or any Credit Document, except as specifically set forth herein. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby.

5. Costs and Expenses. The Borrower hereby affirms its obligation under Section 9.03 of the Credit Agreement to reimburse the Administrative Agent for all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Amendment, including but not limited to the reasonable and documented fees, charges and disbursements of attorneys for the Administrative Agent with respect thereto.

6. Governing Law. This Amendment shall be governed and construed in accordance with the internal laws (including, without limitation, Section 5-1401 of the general obligations law of New York, but otherwise without regard to the law of conflicts) of the State of New York.

7. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes.

Exhibit 10.2

8. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original but all such counterparts shall constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile transmission or electronic mail shall be effective as delivery of a manually executed counterpart hereof.

[signature pages follow]

Exhibit 10.2

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written.

CATAMARAN CORPORATION, as Borrower

By /s/ Michael Shapiro

Name: Michael Shapiro

Title: Senior Vice President and Chief Financial Officer

JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Lender

By /s/ Lisa Whatley

Name: Lisa Whatley

Title: Managing Director

BANK OF AMERICA, N.A., as a Lender

By /s/ Yinghua Zhang

Name: Yinghua Zhang

Title: Director

CITIBANK, N.A., as a Lender

By /s/ Patricia Guerra Heh

Name: Patricia Guerra Heh

Title: Vice President

BARCLAYS BANK PLC, as a Lender

By /s/ Christopher Lee

Name: Christopher Lee

Title: Vice President

WELLS FARGO BANK, N.A., as a Lender

By /s/ Christopher M. Johnson

Name: Christopher M. Johnson

Title: Assistant Vice President

SUNTRUST BANK, as a Lender

By /s/ Jared Cohen

Name: Jared Cohen

Title: Vice President

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender

By /s/ Amy Trapp

Name: Amy Trapp

Title: Managing Director

By /s/ John Bosco

Name: John Bosco

Title: Director

U.S. BANK NATIONAL ASSOCIATION

By /s/ Michael West

Name: Michael West

Title: Vice President

[Signature Page to Amendment No. 5 to Credit Agreement]

Exhibit 10.2

MIZUHO BANK, LTD., as a Lender

By /s/ Raymond Ventura

Name: Raymond Ventura

Title: Deputy General Manager

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender

By /s/ Christopher Day

Name: Christopher Day

Title: Authorized Signatory

By /s/ Remy Riester

Name: Remy Riester

Title: Authorized Signatory

ROYAL BANK OF CANADA, as a Lender

By /s/ Amy S. Promaine

Name: Amy S. Promaine

Title: Authorized Signatory

The Bank of East Asia, Limited, New York Branch,

By /s/ James Hua

Name: James Hua

Title: SVP

By /s/ Kitty Sin

Name: Kitty Sin

Title: SVP

Manufacturers Bank, as a Lender

By /s/ Charles Jou

Name: Charles Jou

Title: Vice President

FIFTH THIRD BANK, an Ohio Banking

Corporation, as a Lender

By /s/ John McChesney

Name: John McChesney

Title: Officer

THE NORTHERN TRUST COMPANY, as a Lender

By /s/ M. Scott Randall

Name: M. Scott Randall

Title: Second Vice President

Capital One, N.A., as a Lender

By /s/ David Maheu

Name: David Maheu

Title: Senior Vice President

[Signature Page to Amendment No. 5 to Credit Agreement]

Exhibit 10.2

PNC BANK CANADA BRANCH, as a Lender

By /s/ Caroline Stade

Name: Caroline Stade

Title: Senior Vice President PNC Bank Canada Branch

By /s/ Bill Hines

Name: Bill Hines

Title: Regional President - Canada

The Bank of Tokyo Mitsubishi UFJ, Ltd., as a Lender

By /s/ Scott O' Connell

Name: Scott O’ Connell

Title: Director

BRANCH BANKING AND TRUST COMPANY, as a lender

By /s/ Brett Miller

Name: Brett Miller

Title: Senior Vice President

Sumitomo Mitsui Banking Corporation, as a Lender

By /s/ Katsuyuki Kubo

Name: Katsuyuki Kubo

Title: Managing Director

TD BANK, N.A., as a Lender

By /s/ Shivani Agarwal

Name: Shivani Agarwal

Title: Senior Vice President

MORGAN STANLEY BANK, N.A., as a Lender

By /s/ Alice Lee

Name: Alice Lee

Title: Authorized Signatory

FIRST NATIONAL BANK OF OMAHA, as a Lender

By /s/ Andrew Wong

Name: Andrew Wong

Title: Director

[Signature Page to Amendment No. 5 to Credit Agreement]

Exhibit 31.1

CERTIFICATION

I, Mark Thierer, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of Catamaran Corporation;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:


a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and


b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



	Date:	May 1, 2015

	By:	/s/ Mark Thierer
		Mark Thierer
		Chief Executive Officer

Exhibit 31.2

CERTIFICATION

I, Michael Shapiro, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of Catamaran Corporation;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:


a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and


b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



	Date:	May 1, 2015

	By:	/s/ Michael Shapiro
		Michael Shapiro
		Chief Financial Officer

Exhibit 32.1

CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Mark Thierer, the chief executive officer of Catamaran Corporation, certify that, to my knowledge (i) the Quarterly Report on Form 10-Q of Catamaran Corporation for the quarter ended March 31, 2015 (the “Form 10-Q”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Catamaran Corporation.



	/s/ Mark Thierer
	Mark Thierer
	Chief Executive Officer

	May 1, 2015

Exhibit 32.2

CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Shapiro, the chief financial officer of Catamaran Corporation, certify that, to my knowledge (i) the Quarterly Report on Form 10-Q of Catamaran Corporation for the quarter ended March 31, 2015 (the “Form 10-Q”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Catamaran Corporation.



	/s/ Michael Shapiro
	Michael Shapiro
	Chief Financial Officer

	May 1, 2015

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