8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 1, 2013

CATAMARAN CORPORATION

(Exact name of registrant as specified in charter)

000-52073

(Commission File Number)

Yukon Territory, Canada	98-0167449
(State or Other Jurisdiction of Incorporation)	(IRS Employer Identification Number)

1600 McConnor Parkway

Schaumburg, Illinois 60173-6801

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (800) 282-3232

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

On October 1, 2013, Catamaran Corporation, a corporation organized under the laws of the Yukon Territory, Canada (the “Company”or “Catamaran”), through a wholly-owned subsidiary, acquired (the “Acquisition”) all of the outstanding limited liability company interests of Restat, LLC (“Restat”) in exchange for $409.5 million in cash, subject to certain customary post-closing adjustments, upon the terms and subject to the conditions contained in that certain Membership Interest Purchase Agreement, dated as of July 31, 2013 (the “Purchase Agreement”), by and between Catamaran LLC and The F. Dohmen Co. (“Dohmen”). The purchase price was funded from Catamaran’s existing cash balance and $350 million in borrowings under its existing senior secured revolving credit facility.

On October 4, 2013, Catamaran filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “October 4 Form 8-K”) in connection with the completion of the Acquisition. As a result of the Acquisition, Restat became a wholly-owned subsidiary of the Company.

In accordance with the Instruction to Item 9.01 of Form 8-K, this Current Report on Form 8-K/A amends Item 9.01 of the October 4 Form 8-K to present certain historical financial statements of Restat and certain unaudited pro forma financial information in connection with the Acquisition required under Item 9.01(a) and (b) of Form 8-K, which historical financial statements and unaudited pro forma information are filed as exhibits hereto. Except as set forth herein, the October 4 Form 8-K remains unchanged.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The audited balance sheets of Restat as of December 31, 2012 and 2011, and related audited statements of operations and statements of The F. Dohmen Co.’s invested equity and cash flows for the years then ended, including the notes thereto and the report of BDO USA, LLP thereon, are attached hereto as Exhibit 99.2 and incorporated by reference herein.

The unaudited balance sheet of Restat as of September 30, 2013, and related unaudited statements of operations and statements of The F. Dohmen Co.’s invested equity and cash flows for the nine months ended September 30, 2013 and 2012, including the notes thereto, are attached hereto as Exhibit 99.3 and incorporated by reference herein.

(b) Pro Forma Financial Information

The unaudited pro forma combined balance sheet of Catamaran and Restat as of September 30, 2013 and the unaudited pro forma combined statement of operations of Catamaran and Restat for the nine months ended September 30, 2013 and the year ended December 31, 2012, including the notes thereto, are attached hereto as Exhibit 99.4 and incorporated by reference herein.

(d) Exhibits

Exhibit No.	Description
2.1	Membership Interest Purchase Agreement, dated July 31, 2013, by and between Catamaran LLC and The F. Dohmen Co.*(incorporated by reference to Exhibit 2.1 to the registrant's Current Report on Form 8-K filed with the SEC on October 4, 2013).
23.1	Consent of BDO USA, LLP, independent registered public accounting firm to Restat, LLC.
99.1	Press release of Catamaran Corporation issued October 1, 2013 (incorporated by reference to Exhibit 99.1 to the registrant's Current Report on Form 8-K filed with the SEC on October 4, 2013).
99.2	Audited balance sheets of Restat as of December 31, 2012 and 2011, and related audited statements of operations and statements of The F. Dohmen Co.’s invested equity and cash flows for the years then ended, including the notes thereto and the report of BDO USA, LLP thereon.
99.3	Unaudited balance sheet of Restat as of September 30, 2013, and related unaudited statements of operations and statements of The F. Dohmen Co.’s invested equity and cash flows for the nine months ended September 30, 2013 and 2012, including the notes thereto.
99.4	Unaudited pro forma combined balance sheet of Catamaran and Restat as of September 30, 2013 and the unaudited pro forma combined statement of operations of Catamaran and Restat for the nine months ended September 30, 2013 and the year ended December 31, 2012, including the notes thereto.

_________________

* The registrant agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule or exhibit upon the request of the Securities and Exchange Commission in accordance with Item 601(b)(2) of Regulation S-K.

SIGNATURE

Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 29, 2013

CATAMARAN CORPORATION
By:	/s/ Jeffrey Park
	Name: Jeffrey Park Title: Executive Vice President and            Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
2.1	Membership Interest Purchase Agreement, dated July 31, 2013, by and between Catamaran LLC and The F. Dohmen Co.*(incorporated by reference to Exhibit 2.1 to the registrant's Current Report on Form 8-K filed with the SEC on October 4, 2013).
23.1	Consent of BDO USA, LLP, independent registered public accounting firm to Restat, LLC.
99.1	Press release of Catamaran Corporation issued October 1, 2013 (incorporated by reference to Exhibit 99.1 to the registrant's Current Report on Form 8-K filed with the SEC on October 4, 2013).
99.2	Audited balance sheets of Restat as of December 31, 2012 and 2011, and related audited statements of operations and statements of The F. Dohmen Co.’s invested equity and cash flows for the years then ended, including the notes thereto and the report of BDO USA, LLP thereon.
99.3	Unaudited balance sheet of Restat as of September 30, 2013, and related unaudited statements of operations and statements of The F. Dohmen Co.’s invested equity and cash flows for the nine months ended September 30, 2013 and 2012, including the notes thereto.
99.4	Unaudited pro forma combined balance sheet of Catamaran and Restat as of September 30, 2013 and the unaudited pro forma combined statement of operations of Catamaran and Restat for the nine months ended September 30, 2013 and the year ended December 31, 2012, including the notes thereto.

_____________

* The registrant agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule or exhibit upon the request of the Securities and Exchange Commission in accordance with Item 601(b)(2) of Regulation S-K.

EX-23.1

Exhibit 23.1

Consent of Independent Certified Public Accounting Firm

The Board of Directors

Catamaran Corporation

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-187011) and Form S-8 (Nos. 333-182598, 333-182569, 333-181189, 333-174671, 333-164021, 333-159733, 333-145450, 333-145449 and 333-136402) of Catamaran Corporation of our report dated March 28, 2013, relating to the financial statements of Restat, LLC which appear in this Current Report on Form 8­K/A of Catamaran Corporation filed with the SEC on November 29, 2013.

/s/ BDO USA, LLP

Milwaukee, Wisconsin

November 29, 2013

EX-99.2

Exhibit 99.2

Restat, LLC

(A Wholly Owned Subsidiary of

The F. Dohmen Co.)

    Financial Statements

Years Ended December 31, 2012 and 2011

Restat, LLC

(A Wholly Owned Subsidiary of The F. Dohmen Co.)

Contents

Independent Auditor's Report	3
Financial Statements
Balance Sheets	4-5
Statements of Operations	6
Statements of The F. Dohmen Co.’s Invested Equity	7
Statements of Cash Flows	8
Notes to Financial Statements	9-13

2

Independent Auditor’s Report

To the Stockholders of The F. Dohmen Co.

Milwaukee, Wisconsin

We have audited the accompanying financial statements of Restat, LLC (Company), a wholly-owned subsidiary of The F. Dohmen Co., as of December 31, 2012 and 2011, which comprise the balance sheets as of December 31, 2012 and 2011, and the related statements of operations, The F. Dohmen Co.’s invested equity, and cash flows for the years then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Restat, LLC as of December 31, 2012 and 2011, and the results of its operations and its cash flows for the years then ended, in accordance with accounting principles generally accepted in the United States of America.

/s/ BDO USA, LLP

March 28, 2013

Milwaukee, Wisconsin

3

Restat, LLC

(A Wholly Owned Subsidiary of The F. Dohmen Co.)

Balance Sheets

December 31,	2012			2011
Assets
Current Assets
Cash	$	1,089		$	1,058
Restricted cash and cash equivalents	32,455			64,760
Trade accounts receivable - less allowance for doubtful accounts of $163,000 and $52,000 in 2012 and 2011, respectively	6,870,577			5,742,270
Rebates receivable	1,175,934			6,688,147
Unbilled and other receivables	5,771,095			3,930,118
Prepaid expenses	1,050,735			1,007,939
Total Current Assets	14,901,885			17,434,292
Property and Equipment
Buildings and improvements	999,107			1,653,778
Equipment	3,414,756			3,292,553
Computer software	8,435,851			8,239,496
Construction in process	91,242			491,334
	12,940,956			13,677,161
Less accumulated depreciation and amortization	(11,206,258		)	(9,712,415		)
Total Property and Equipment, net	1,734,698			3,964,746
Due from The F. Dohmen Co.	27,764,724			18,956,868
Total	$	44,401,307		$	40,355,906

See accompanying notes to financial statements.

4

Restat, LLC

(A Wholly Owned Subsidiary of The F. Dohmen Co.)

Balance Sheets

December 31,	2012		2011
Liabilities and Invested Equity
Current Liabilities
Trade payables	$	1,076,557	$	712,613
Compensation and benefits	2,328,771		2,663,110
Claims payable	16,673,568		15,906,405
Rebates payable	13,947,603		13,461,031
Rebate reserve	3,553,123		2,364,814
Other current liabilities	5,383,396		3,775,640
Total Current Liabilities	42,963,018		38,883,613
Deferred Rent	438,289		472,293
Total Liabilities	43,401,307		39,355,906
Commitments and Contingencies
The F. Dohmen Co.'s Invested Equity	1,000,000		1,000,000
Total	$	44,401,307	$	40,355,906

See accompanying notes to financial statements.

5

Restat, LLC

(A Wholly Owned Subsidiary of The F. Dohmen Co.)

Statements of Operations

Year ended December 31,	2012			2011
Net Revenue
Pharmacy benefit management revenue	$	61,440,586		$	57,167,507
Rebate revenue	23,071,590			25,965,652
Total Net Revenue	84,512,176			83,133,159
Expenses
Guaranteed customer rebates	11,486,335			13,203,631
Personnel expenses	15,998,936			17,179,802
Operating expenses	5,538,203			6,002,431
Deprecation and amortization	1,865,321			2,496,880
Total Expenses	34,888,795			38,882,744
Income From Operations	49,623,381			44,250,415
Other Income (Expense)
Interest income - related party	124,089			224,062
Other interest - net	1,709			11,511
Other - net	(176,096		)	(196,013		)
Total Other Income (Expense)	(50,298		)	39,560
Income Before Income Taxes	49,573,083			44,289,975
Provision for Income Taxes	21,580			3,600
Net Income	$	49,551,503		$	44,286,375

See accompanying notes to financial statements.

6

Restat, LLC

(A Wholly Owned Subsidiary of The F. Dohmen Co.)

Statements of The F. Dohmen Co.’s Invested Equity

Year ended December 31,	2012			2011
Beginning Balance	$	1,000,000		$	15,594,199
Net income	49,551,503			44,286,375
Noncash transfer of assets	(359,947		)	—
Net transfers to The F. Dohmen Co.	(49,191,556		)	(58,880,574		)
Ending Balance	$	1,000,000		$	1,000,000

See accompanying notes to financial statements.

7

Restat, LLC

(A Wholly Owned Subsidiary of The F. Dohmen Co.)

Statements of Cash Flows

Year ended December 31,	2012			2011
Cash Flows From Operating Activities
Net income	$	49,551,503		$	44,286,375
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,865,321			2,496,880
Loss (gain) on disposal of assets	175,907			(3,000		)
Bad debt provision	225,675			91,770
Net increase (decrease) in cash due to changes in:
Trade and other receivables	(3,194,959		)	(3,579,053		)
Rebates receivable	5,512,213			2,784,524
Prepaid expenses	(42,797		)	72,709
Trade payables	363,944			(1,020,060		)
Claims payable	767,163			(9,116,154		)
Rebates payable	486,572			2,038,364
Rebate reserve	1,188,309			(7,317,052		)
Accrued expenses and other liabilities	1,239,414			176,670
Total Adjustments	8,586,762			(13,374,402		)
Net cash provided by operating activities	58,138,265			30,911,973
Cash Flows From Investing Activities
Proceeds from sale of property and equipment	5,000			2,000
Purchases of property and equipment	(176,127		)	(752,543		)
Change in restricted cash and cash equivalents	32,305			206,007
Net cash used in investing activities	(138,822		)	(544,536		)
Cash Flows From Financing Activities
Advance (to) from The F. Dohmen Co., net	(8,807,856		)	28,513,749
Net transfers to The F. Dohmen Co.	(49,191,556		)	(58,880,574		)
Net cash used in financing activities	(57,999,412		)	(30,366,825		)
Net Increase in Cash	31			612
Cash, beginning of year	$	1,058		$	446
Cash, end of year	$	1,089		$	1,058
Supplemental Disclosures of Cash Flow Information
Cash paid for income taxes	$	21,580		$	3,600
Non cash Investing and Financing Activities
Transfer of assets to related party	$	359,947		$	—

See accompanying notes to financial statements.

8

Restat, LLC

(A Wholly Owned Subsidiary of The F. Dohmen Co.)

Notes to Financial Statements

1. Summary of Significant Accounting Policies

Nature of Business and Basis of Presentation

The Company, a wholly owned subsidiary of the F. Dohmen Co. (Dohmen), is a Wisconsin based Prescription Benefit Manager (PBM). The Company provides cost-effective prescription benefits services, including:

• Prescription claim services for employers, managed healthcare plans, workers’ compensation plans, HMOs, insurance companies, government plans and unions.

• A nationwide network of more than 61,000 participating pharmacies. The pharmacy networks are designed to provide members convenient access to chain and independent pharmacies in their area at competitive prices.

• Mail service prescription delivery through a client selected vendor.

• Clinical recommendations for cost-effective drug therapies, including generic and therapeutic equivalent substitutions.

Legal Entity Structure

The Company is a single member limited liability company (LLC) owned by Dohmen.

Dohmen is an S corporation and has elected to treat the Company as a disregarded entity, meaning that for federal income tax purposes, the LLC is not recognized as an entity separate from its owner. The income of the Company is included in the income tax return of Dohmen and the Company is not joint and severally liable for the current and deferred income taxes of its owner. As such, the Company has not recognized an allocation of current and deferred income taxes in the accompanying financial statements. Certain states may not recognize the federal election to treat the company as a disregarded entity. To the extent the Company is legally responsible for filing a tax return, a provision for income taxes has been recognized in the accompanying financial statements. States that do not recognize the federal election include Texas and California. The accompanying balance sheets do not include deferred tax assets or liabilities or unrecognized tax benefits related to tax positions related to the Company, as they are the legal responsibility of the owner. Deferred tax assets or liabilities associated with Texas and California are also excluded from the accompanying balance sheets, as such amounts are not material.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America 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 reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

Revenue is earned by processing claims for prescriptions filled by retail pharmacies in the Company’s networks, and by providing services to customers. Revenues earned from processing claims are recorded when the prescription is filled by the retail pharmacy. Revenue earned from processing claims represents the amount the customer has contracted to pay the Company, less the amount that the Company is obligated to pay to the network pharmacy provider for the benefit provided to the customer’s members, plus any associated administrative fee charged to the customer. Such revenue is recorded on a net basis as the Company does not assume credit risk or take title to the prescription drug. The Company acts as an agent, earning a fee for processing the claim, collecting payment from the customer, and remitting the corresponding amount to pharmacies. The Company bills customers based upon billing schedules established in the customer’s contracts. At the end of a period, any unbilled revenues related to the sale of prescription drugs that have been filled by retail pharmacies are accrued based on the amount the Company will collect from the customer net of the amount the Company will pay the pharmacy. Revenue related to administrative fees is recognized when services are rendered, the Company has no remaining obligations and collection is reasonably assured.

Revenue related to services, such as administrative and clinical services, is recognized when the service is rendered, which is when the customer is obligated to pay, the Company has no remaining obligations and collection is reasonably assured. These revenues are included in pharmacy benefit management revenue in the accompanying statements of operations.

9

Restat, LLC

(A Wholly Owned Subsidiary of The F. Dohmen Co.)

Notes to Financial Statements

The Company receives funds from drug manufacturers based on rebate programs that are contingent upon the volume of drug claims processed each quarter or other criteria. In most instances, the Company is required to remit a portion of such rebates to its customers according to individual contracts with each customer. For these customers, management estimates the net amount of rebates expected to be realized by the Company and records such amount as revenue in the period the revenue is earned. The Company does not recognize revenue related to the portion of the rebate that is expected to be remitted to the customer, but rather records such amount as a liability. In certain other contracts, the Company guarantees the payment of a rebate to the customer, regardless of the amount received from the drug manufacturers. For these contracts, the Company records the total rebates expected to be received from the drug manufacturers as revenue and records the guaranteed rebate payable to the customer as an expense included in guaranteed customer rebates within the accompanying statements of operations, in the period the rebates are earned.

The Company also receives funds from the rebate vendor according to the contract effective January 1, 2011. These funds are included in pharmacy benefit management revenue within the accompanying statements of operations. These fees are to compensate the Company for the administrative functions performed for the claims provided to the rebate vendor and subsequently provided to the drug manufacturers. These fees are based on the number of claims that are received by the rebate vendor from the Company which are ultimately accepted and qualify for rebates with the drug manufacturer contracts held by the rebate vendor. The Company receives payments based upon estimated manufacturer invoice amounts received from the rebate vendor quarterly. The Company estimates the monthly revenue based upon the prior quarter’s estimated invoice. The revenue is reconciled quarterly to the estimated invoices received. Adjustments are made to the revenue recorded in the period funds are received and a new estimate is established for the current quarter’s reporting.

Management periodically reviews its estimates of rebate revenue and rebates payable to customers and adjusts those estimates, if necessary, as more information becomes available.

Restricted Cash and Cash Equivalents

Certain customer contracts preclude the commingling of pharmacy claim payment funds with the cash of the Company. Thus, the money received on behalf of the pharmacies for claims processed, but not yet paid to the pharmacies is reflected as restricted cash and cash equivalents. The related corresponding liability is included in claims payable within the accompanying balance sheets. All available funds are invested in a bank account and earnings are used to offset bank fees.

Trade, Unbilled, and Other Receivables

Based on the Company’s revenue recognition policies discussed above, certain claims and fees at the end of a period are unbilled. Revenue and unbilled receivables are accrued each period based on actual activity. As of December 31, 2012 and 2011, unbilled fee receivables were approximately $5,756,000 and $3,923,000, respectively. Unbilled fee receivables are included in unbilled and other receivables in the accompanying balance sheets.

The Company provides an allowance for doubtful accounts equal to estimated uncollectible receivables. This estimate is based on the current status of each customer’s receivable balance as well as current economic and market conditions. Receivables are written off against the allowance only upon determination that such amounts are not recoverable and all collection attempts have failed. Based upon information available to the Company, management believes the allowance for doubtful accounts to be adequate.

Property and Equipment

Property and equipment are stated at cost and are depreciated using the straight-line method for financial reporting purposes and an accelerated method for income tax purposes. Estimated useful lives range from three to ten years for equipment, three years for computer software, and 45 years for buildings. Leasehold improvements are depreciated over the shorter of their estimated useful life or the term of the lease. Expenditures that substantially increase value or extend useful lives are capitalized. Expenditures for maintenance and repairs are charged to operations as incurred. Leases that qualify as capital leases are capitalized and depreciated over the useful life of the associated asset class or the term of the lease, whichever is shorter. The estimated cost to complete construction in process is not considered significant.

10

Restat, LLC

(A Wholly Owned Subsidiary of The F. Dohmen Co.)

Notes to Financial Statements

Impairment of Long-Lived Assets

Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable based upon an estimate of the related future undiscounted cash flows. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset as compared to is carrying value. Long-lived assets to be disposed of by sale are reported at the lower of the carrying amount or fair value less the cost to sell. There were no impairment losses for the years ended December 31, 2012 or 2011.

Claims Payable

Claims payable represent amounts received from customers on behalf of pharmacies for claims processed, but not yet paid to pharmacies. A corresponding asset, approximating the amount of claims payable associated with contracts that restrict the commingling of funds, is reflected as restricted cash and cash equivalents.

Rebate Reserve

The Company records a reserve for rebates received from manufacturers based upon the estimated exposure related to the drug manufacturers’ right to deny rebate claims or to audit drug claims and take back any rebates based upon invalid claims found. The reserve consists of a general component based upon an analysis of the Company’s historical collection experience and other industry risk factors and a specific reserve based upon an analysis of exposures related to a specific type of rebates.

Open claims are typically closed and trued up with the Company's rebate vendor within two years of the end of a calendar year. The result of the closeout of prior year’s estimated revenues versus actual collections positively impacted earnings by approximately $4,280,000 for the year ended December 31, 2011 for closeouts of calendar years 2009 and 2008. Estimated revenues for 2010 through 2012 remain open for review and closeout with the Company's rebate vendor.

Deferred Rent

Deferred rent represents rent expense accrued for financial reporting purposes in excess of amounts actually paid. Deferred rent also includes recognition of lease incentives provided by the landlord. Rent expense, including amortization of the lease incentives, is generally accrued on a straight-line basis with equal amounts charged to rent expense over the term of the lease.

Fair Valuation of Financial Instruments

The carrying amounts of the Company’s cash, restricted cash and cash equivalents, receivables, payables, and other current liabilities approximate fair value due to the short-term maturity of these instruments.

Reclassifications

Certain reclassifications have been made to the 2011 financial statements to conform to the 2012 presentation.

2. Lease Commitments

The Company leases certain office facilities, and equipment, under agreements that are accounted for as operating leases through 2020. Rental expenses under operating leases approximated $270,000 and $291,000 for the years ended December 31, 2012 and 2011, respectively. The Company also received certain incentives for moving and other costs which are being recognized ratably over the lease term.

11

Restat, LLC

(A Wholly Owned Subsidiary of The F. Dohmen Co.)

Notes to Financial Statements

Future minimum operating lease payments at December 31, 2012, are approximately as follows:

Fiscal Years	Operating Leases
2013	$	317,000
2014	317,000
2015	324,000
2016	330,000
2017	337,000
Thereafter	931,000
Total Minimum Lease Payments	$	2,556,000

3. Employee Benefit Plans

401(k) Plan

All employees of the Company are eligible to participate in The F. Dohmen Co. 401(k) plan after reaching 21 years of age. The Company may make both matching contributions and discretionary contributions, as determined by the Dohmen Board of Directors, for participating employees who have completed at least six months of service. Matching contributions are funded by cash payments or through application of forfeited balances from former employees who had not met the vesting requirements as of their dates of termination. Net contributions expense for Company employees was approximately $419,000 and $374,000 for the years ended December 31, 2012 and 2011, respectively.

Bonus Plan

Total amounts expensed under bonus plans were approximately $2,109,000 and $3,073,000 for the years ended December 31, 2012 and 2011, respectively.

4. Related Party Transactions

Payments made by the Company for trade accounts payable are funded by Dohmen as they are presented to the bank under a controlled-disbursement arrangement. As of December 31, 2012 and 2011, trade accounts payable includes approximately $996,000 and $713,000 and claims payable includes approximately $6,038,000 and $8,625,000, respectively, for checks drawn on a bank account used exclusively by the Company that remain outstanding at the respective dates.

In connection with an intercompany loan agreement, the Company recorded approximately $124,000 and $224,000 of intercompany interest income from Dohmen during the years ended December 31, 2012 and 2011, respectively.

Services provided by Dohmen to the Company include corporate oversight, legal, tax, treasury, information technology and human resources. Allocations for expenses incurred by Dohmen directly on the Company’s behalf are billed based on estimated usage and are included in personnel and operating expenses in the accompanying statements of operations. Total costs billed to the Company by Dohmen for corporate oversight, legal, tax and treasury were approximately $80,000 and $98,000 for the years ended December 31, 2012 and 2011, respectively. Total costs billed to the Company by Dohmen for information technology and human resources were approximately $178,000 and $19,000 for the years ended December 31, 2012 and 2011, respectively.

Cash generated by the Company is transferred to Dohmen on a daily basis to the extent it exceeds daily cash needs. Cash is transferred to the Company from Dohmen when daily cash needs of the Company exceed daily cash collections. The net of this activity over the course of the year less amounts transferred to Dohmen during the year is reflected in due from The F. Dohmen Co. in the accompanying balance sheets. For 2012 and 2011, net transfers to Dohmen were approximately $49,192,000 and $58,881,000, respectively.

12

Restat, LLC

(A Wholly Owned Subsidiary of The F. Dohmen Co.)

Notes to Financial Statements

5. Commitments and Contingencies

The Company is periodically involved in various claims and legal actions arising out of the normal course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s financial statements.

Future years’ commitments for licensing, hardware and software support are approximately $2,735,000 for the years ending December 31, 2013.

6. Concentration of Risk

Financial instruments which potentially subject the Company to concentration of credit risk consist principally of accounts receivable. The Company routinely assesses the financial strength of its customers and as a consequence, believes its accounts receivable credit risk exposure is limited.

During the years ended December 31, 2012 and 2011, the Company had one significant client representing more than 10% of net revenue.

	2012				2011
	% of Net Revenue		% of Net Revenue Less Guaranteed Rebates		% of Net Revenue		% of Net Revenue Less Guaranteed Rebates
Client A	29	%	20	%	24	%	17	%

Rebate revenue earned and amounts recorded as rebates receivable are due entirely from one entity.

7. Subsequent Events

Management has evaluated the impact of all subsequent events on the Company’s financial statements through March 28, 2013, the date the financial statements were available to be issued, and has determined that there were no subsequent events requiring adjustment or disclosure in the financial statements.

13

EX-99.3

Exhibit 99.3

Restat, LLC

Unaudited Interim Financial Statements

For the Nine Months ended September 30, 2013 and 2012

Restat, LLC

September 30, 2013

TABLE OF CONTENTS

Interim Financial Statements (Unaudited)	Page
Balance Sheets as of September 30, 2013 and December 31, 2012	3
Statements of Operations for the Nine Months Ended September 30, 2013 and 2012	4
Statements of The F. Dohmen Co.’s invested equity for the Nine Months Ended September 30, 2013 and 2012	5
Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2012	6
Notes to the Unaudited Interim Financial Statements	7-8

RESTAT, LLC

BALANCE SHEETS

	September 30, 2013		December 31, 2012
	(unaudited)
ASSETS
Current assets:
Cash	$	516	$	1,089
Restricted cash	11,269		32,455
Accounts receivable, net of allowance for doubtful accounts of $67,000 ($163,000 - 2012)	16,565,842		12,641,672
Rebates receivable	—		1,175,934
Prepaid expenses	382,339		1,050,735
Total current assets	16,959,966		14,901,885
Property and equipment, net of accumulated depreciation of $11,718,000 ($11,206,000 - 2012)	1,263,433		1,734,698
Due from the F. Dohmen Co.	68,685,664		27,764,724
Total assets	$	86,909,063	$	44,401,307
LIABILITIES AND INVESTED EQUITY
Current liabilities:
Accounts payable	$	1,053,387	$	1,076,557
Claims payable	16,913,246		16,673,568
Rebates payable	16,524,586		17,500,726
Other current liabilities	7,415,817		7,712,167
Total current liabilities	41,907,036		42,963,018
Other long-term liabilities	403,642		438,289
Total liabilities	42,310,678		43,401,307
Commitments and contingencies (Note 4)
The F. Dohmen Co.’s invested equity	44,598,385		1,000,000
Total liabilities and invested equity	$	86,909,063	$	44,401,307

See accompanying notes to the unaudited interim financial statements.

3

RESTAT, LLC

STATEMENTS OF OPERATIONS

	Nine Months Ended September 30,
	2013			2012
	(unaudited)
Revenue:	$	70,578,113		$	59,867,702
Expenses:
Guaranteed customer rebates	8,507,723			8,988,529
Selling, general and administrative	17,876,476			16,031,216
Depreciation expense	512,033			1,673,316
Total expenses	26,896,232			26,693,061
Income from operations	43,681,881			33,174,641
Other income (expense)	(79,476		)	109,852
Income before income taxes	43,602,404			33,284,493
Provision for income taxes	4,019			21,580
Net income	$	43,598,385		$	33,262,913

See accompanying notes to the unaudited interim financial statements.

4

RESTAT, LLC

STATEMENTS OF THE F. DOHMEN CO.'s INVESTED EQUITY

	September 30
	2013		2012
	(unaudited)
Beginning balance	$	1,000,000	$	1,000,000
Net income	43,598,385		33,262,913
Ending balance	$	44,598,385	$	34,262,913

See accompanying notes to the unaudited interim financial statements.

5

RESTAT, LLC

STATEMENTS OF CASH FLOWS

	Nine Months Ended September 30,
	2013			2012
	(unaudited)
Cash flows from operating activities:
Net income	$	43,598,385		$	33,262,913
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense	512,033			1,673,316
Loss on sale/disposal of assets	164,449			460
Changes in assets and liabilities:
Accounts receivable	(3,924,170		)	(2,094,093		)
Rebates receivable	1,175,934			6,688,147
Accounts payables	(23,169		)	345,520
Claims payable	239,678			3,684,805
Rebates payable	(976,140		)	1,445,890
Other assets and liabilities	337,400			5,679,128
Net cash provided by operating activities	41,104,399			50,686,086
Cash flows from investing activities:
Capital expenditures	(205,218		)	(499,108		)
Changes in restricted cash	21,186			(65,864		)
Net cash used in investing activities	(184,032		)	(564,972		)
Cash flows from financing activities:
Net advances to The F. Dohmen Co.	(40,920,940		)	(50,481,504		)
Net transfers from The F. Dohmen Co.	—			359,947
Net cash used in financing activities	(40,920,940		)	(50,121,557		)
Decrease in cash	(573		)	(443		)
Cash at the beginning of period	1,089			1,058
Cash at the end of period	$	516		$	615

See accompanying notes to the unaudited financial statements.

6

Restat, LLC

Notes to the Unaudited Interim Financial Statements

1. Description of Business

Restat, LLC, (the "Company"), a wholly owned subsidiary of the F. Dohmen Co. ("Dohmen"), is a Wisconsin-based Prescription Benefit Manager (PBM). The Company provides cost-effective prescription benefits services, including:

• Prescription claim services for employers, managed healthcare plans, workers’ compensation plans, HMOs, insurance companies, government plans and unions.

• A nationwide network of participating pharmacies. The pharmacy networks are designed to provide members convenient access to chain and independent pharmacies in their area at competitive prices.

• Mail service prescription delivery.

• Clinical recommendations for cost effective drug therapies including generic and therapeutic equivalent substitutions.

Dohmen is an S corporation and has elected to treat the Company as a disregarded entity, meaning that for federal income tax purposes, the Company is not recognized as an entity separate from its owner. The income of the Company is included in the income tax return of Dohmen and the Company is not joint and severally liable for the current and deferred income taxes of its owner. As such, the Company has not recognized an allocation of current and deferred income taxes in the accompanying financial statements. Certain states may not recognize the federal election to treat the company as a disregarded entity. To the extent the Company is legally responsible for filing a tax return, a provision for income taxes has been recognized in the accompanying financial statements. States that do not recognize the federal election include Texas and California. The accompanying balance sheets do not include deferred tax assets or liabilities or unrecognized tax benefits related to tax positions related to the Company as they are the legal responsibility of the owner. Deferred tax assets or liabilities associated with Texas and California are also excluded from the accompanying balance sheets, as such amounts are not material.

2. Basis of Presentation

Basis of presentation:

The unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) to present the financial position, results of operations, and cash flows of the Company. Certain information and footnote disclosures normally included in the interim financial statements prepared in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the Securities and Exchange Commission (the "SEC"). The balance sheet at December 31, 2012 has been derived from the audited financial statements of the Company at that date but does not include all of the disclosures required by U.S. GAAP to be included in the annual financial statements and should be read in conjunction with the Company's audited financial statements for the year ended December 31, 2012 and its accompanying notes included in the Current Report on Form 8-K/A filed by Catamaran Corporation ("Catamaran") with the SEC on November 29, 2013. 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 nine month period ended September 30, 2013 are not necessarily indicative of the results to be expected for the full year ending December 31, 2013.

Use of Estimates:

The preparation of financial statements in conformity with U.S. 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 reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

3. Related Party Transactions

Dohmen provides certain services to the Company, including corporate oversight, legal, tax, treasury, information technology and human resources. Allocations for expenses incurred by Dohmen directly on the Company’s behalf are billed based on estimated usage and are included in selling, general and administrative expenses in the accompanying statements of operations. Total costs billed to the Company by Dohmen were approximately $71,000 and $194,000 for the nine months ended September 30, 2013 and 2012, respectively.

7

Restat, LLC

Notes to the Unaudited Interim Financial Statements (continued)

Payments made by the Company for accounts payable and claims payable are funded by Dohmen as they are presented to the bank under a controlled-disbursement arrangement. Cash generated by the Company is transferred to Dohmen on a daily basis to the extent it exceeds daily cash needs. Cash is transferred to the Company from Dohmen when daily cash needs of the Company exceed daily cash collections. The net of this activity over the course of the year less amounts transferred to Dohmen during the year is reflected in the accompanying balance sheets. For the nine months ended September 30, 2013 and 2012, net transfers to Dohmen were approximately $40,921,000 and $50,482,000, respectively.

In connection with an intercompany loan agreement, the Company recorded approximately $91,000 and $80,000 of intercompany interest income from Dohmen for the nine months ended September 30, 2013 and 2012, respectively.

4. Commitments and Contingencies

The Company is periodically involved in various claims and legal actions arising out of the normal course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s financial statements.

5. Concentration of Risk

Financial instruments which potentially subject the Company to concentration of credit risk consist principally of accounts receivable. The Company routinely assesses the financial strength of its customers and as a consequence, believes its accounts receivable credit risk exposure is limited.

During the nine months ended September 30, 2013 and 2012, the Company had one significant client representing 27% and 31% of revenue, respectively.

Amounts recorded as rebates receivable are due entirely from one entity.

6. Subsequent Events

Restat, LLC Acquisition

On October 1, 2013, the Company's sole member, Dohmen, sold all of the outstanding limited liability company interests of the Company to a wholly-owned subsidiary of Catamaran, in exchange for a purchase price of $409.5 million in cash subject to certain customary post-closing adjustments. The sale was pursuant to that certain Membership Interest Purchase Agreement (the "Purchase Agreement"), dated as of July 31, 2013, by and between Catamaran LLC and Dohmen. As a result of the acquisition by Catamaran, the Company became an indirect, wholly-owned subsidiary of Catamaran.

8

EX-99.4

Exhibit 99.4

CATAMARAN CORPORATION

UNAUDITED PRO FORMA COMBINED

FINANCIAL STATEMENTS

The unaudited pro forma combined statements of operations for the nine months ended September 30, 2013 and for the year ended December 31, 2012 give effect to the acquisition (the "Restat Acquisition") of Restat, LLC ("Restat") by a wholly owned subsidiary of Catamaran Corporation ("Catamaran") and related financing transactions, as if they had occurred on January 1, 2012; and the unaudited pro forma combined balance sheet as of September 30, 2013 gives effect to the Restat Acquisition and related financing transactions as if they had occurred on September 30, 2013 (together with the unaudited pro forma combined statements of operations, the “pro forma financial statements”). Additionally, the unaudited pro forma combined statement of operations for the year ended December 31, 2012 gives effect to Catamaran's acquisition (the "Catalyst Acquisition") of Catalyst Health Solutions, Inc. ("Catalyst") and related financing transactions, which were completed on July 2, 2012, as if they had occurred on January 1, 2012.

The historical consolidated financial information has been adjusted to give effect to pro forma events that are (i) directly attributable to the acquisitions discussed above, (ii) factually supportable, and (iii) expected to have a continuing impact on the combined results. The adjustments to the pro forma financial statements have been made solely for the purpose of developing the pro forma financial statements necessary to comply with the applicable disclosure and reporting requirements of the Securities and Exchange Commission ("SEC"). The pro forma financial statements are not intended to represent what Catamaran's actual consolidated results of operations or consolidated financial position would have been had the acquisitions occurred on the dates assumed, nor are they necessarily indicative of Catamaran's future consolidated results of operations or consolidated financial position. The actual results reported in periods following the closing of the acquisitions noted may differ significantly from the pro forma financial statements for a number of reasons including, but not limited to: differences in the ordinary conduct of the business following the acquisitions; differences between the assumptions used to prepare these pro forma financial statements and actual amounts; cost savings from operating efficiencies; changes to pharmacy network and rebate contracting; potential synergies; and the impact of the incremental costs incurred in integrating Restat and Catalyst.

The pro forma adjustments and related assumptions are described in the accompanying notes. The pro forma adjustments are based on assumptions relating to the consideration paid and the recording thereof to the Restat and Catalyst assets acquired and liabilities assumed, based on preliminary estimates of fair value. Catamaran believes that the assumptions used to derive the pro forma adjustments are reasonable given the information available; however, as the valuations of acquired assets and liabilities assumed are still in process for the Restat Acquisition at the time these pro forma financial statements were prepared and information may become available within the measurement period which indicates a potential change to these valuations utilized to record the assets acquired and liabilities assumed, the initial amounts recorded may be subject to adjustment. Furthermore, the pro forma financial statements do not reflect any cost savings from operating efficiencies, synergies or other costs that could result from the acquisitions. The pro forma financial statements are based on the historical financial statements of Catamaran, Restat and Catalyst, as adjusted for the pro forma effect of each acquisition. The pro forma financial statements should be read in conjunction with the historical financial statements and the accompanying notes of Catamaran included in its Quarterly Report on Form 10-Q filed with the SEC on November 1, 2013 and its Annual Report on Form 10-K filed with the SEC on March 1, 2013, the historical financial statements and the accompanying notes of Catalyst included in its historical financial statements for the six months ended June 30, 2012 included in Catamaran's Current Report on Form 8-K filed with the SEC on March 1, 2013, the historical financial statements and the accompanying notes of Restat included in its historical financial statements for the nine months ended September 30, 2013 included as Exhibit 99.3 filed herewith, and the historical audited financial statements and the accompanying notes of Restat included in its historical financial statements for the year ended December 31, 2012 included as Exhibit 99.2 filed herewith.

1

Catamaran Corporation

Unaudited Pro Forma Combined Balance Sheet

September 30, 2013

(in thousands)

						Pro Forma Adjustments				Total Pro Forma Combined
	Catamaran (actual)			Restat (actual)
ASSETS
Current assets:
Cash and cash equivalents	$	436,227		$	1	$	(32,610	)	(a)	$	403,618
Restricted cash	32,219			11		—				32,230
Accounts receivable, net	847,924			16,566		18				864,508
Rebates receivable	291,182			—		—				291,182
Other current assets	113,784			382		(11		)		114,155
Due from The F. Dohmen Co.	—			68,686		(68,686		)	(b)	—
Total current assets	1,721,336			85,646		(101,289		)		1,705,693
Property and equipment, net	172,868			1,263		—				174,131
Goodwill	4,497,621			—		223,955			(c)	4,721,576
Other intangible assets, net	1,054,523			—		182,200			(c)	1,236,723
Other long-term assets	46,538			—		—				46,538
Total assets	$	7,492,886		$	86,909	$	304,866			$	7,884,661
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payables	$	693,625		$	1,053	$	—			$	694,678
Accrued expenses and other current liabilities	241,452			24,329		(132		)	(d)	265,649
Pharmacy benefit management rebates payable	314,565			16,525		—				331,090
Current portion - long-term debt	43,750			—		—				43,750
Total current liabilities	1,293,392			41,907		(132		)		1,335,167
Deferred income taxes	302,527			—		—				302,527
Long-term debt	976,610			—		350,000			(e)	1,326,610
Other long-term liabilities	87,694			404		(404		)	(f)	87,694
Total liabilities	2,660,223			42,311		349,464				3,051,998
Shareholders' equity
Common shares	4,215,139			—		—				4,215,139
Additional paid-in capital	72,825			—		—				72,825
Invested equity	—			44,598		(44,598		)	(g)	—
Retained earnings	542,755			—		—				542,755
Accumulated other comprehensive loss	(1,997		)	—		—				(1,997		)
Total shareholders' equity	4,828,722			44,598		(44,598		)		4,828,722
Non-controlling interest	3,941			—		—				3,941
Total equity	4,832,663			44,598		(44,598		)		4,832,663
Total liabilities and equity	$	7,492,886		$	86,909	$	304,866			$	7,884,661

The accompanying notes are an integral part of these unaudited pro forma financial statements.

2

Catamaran Corporation

Unaudited Pro Forma Combined Statement of Operations

For the nine months ended September 30, 2013

(in thousands, except per share data)

	Catamaran		Restat		Pro Forma Adjustments				Total Pro Forma Combined
	(actual)		(actual)
Revenue	$	10,251,295	$	70,578	$	493,356		(h)	$	10,815,229
Cost of revenue	9,450,546		—		501,864			(h)	9,952,410
Gross profit	800,749		70,578		(8,508		)		862,819
Expenses:
Selling, general and administrative	310,839		26,385		(8,508		)	(i)	328,716
Depreciation of property and equipment	24,887		512		—				25,399
Amortization of intangible assets	147,368		—		26,943			(j)	174,311
	483,094		26,897		18,435				528,426
Operating income	317,655		43,681		(26,943		)		334,393
Interest and other expense, net	30,972		79		5,250			(k)	36,301
Income before income taxes	286,683		43,602		(32,193		)		298,092
Income tax expense:	75,616		4		2,652			(l)	78,272
Net income	211,067		43,598		(34,845		)		219,820
Less: Net income (loss) attributable to non-controlling interest	23,303		—		—				23,303
Net income attributable to the company	$	187,764	$	43,598	$	(34,845	)		$	196,517
Earnings per share:
Basic	$	0.91	N/A		$	—			$	0.95
Diluted	$	0.91	N/A		$	—			$	0.95
Weighted average number of shares outstanding:
Basic	205,921		N/A		—				205,921
Diluted	206,637		N/A		—				206,637

The accompanying notes are an integral part of these unaudited pro forma financial statements.

3

Catamaran Corporation

Unaudited Pro Forma Combined Statement of Operations

For the year ended December 31, 2012

(in thousands, except per share data)

	Catamaran *		Catalyst #			Restat *		Pro Forma Adjustments				Total Pro Forma Combined
	(actual)		(actual)			(actual)
Revenue	$	9,940,120	$	3,000,427		$	84,512	$	556,007		(m)	$	13,581,066
Cost of revenue	9,206,744		2,821,759			—		559,093			(m)	12,587,596
Gross profit	733,376		178,668			84,512		(3,086		)		993,470
Expenses:
Selling, general and administrative	369,492		127,893			33,023		(51,386		)	(n)	479,022
Depreciation of property and equipment	16,749		8,938			1,865		(2,798		)	(o)	24,754
Amortization of intangible assets	130,116		13,735			—		108,163			(o)	252,014
	516,357		150,566			34,889		53,979				755,790
Operating income	217,019		28,102			49,623		(57,065		)		237,679
Interest and other expense, net	26,682		4,200			50		23,586			(p)	54,518
Income before income taxes	190,337		23,902			49,573		(80,651		)		183,161
Income tax expense:	69,316		8,290			22		(41,868		)	(q)	35,760
Net income	121,021		15,612			49,551		(38,783		)		147,401
Less: Net income (loss) attributable to non-controlling interest	4,363		(5,633		)	—		—				(1,270		)
Net income attributable to the company	$	116,658	$	21,245		$	49,551	$	(38,783	)		$	148,671
Earnings per share:
Basic	$	0.70	$	0.43		N/A		$	—			$	0.73
Diluted	$	0.70	$	0.43		N/A		$	—			$	0.72
Weighted average number of shares outstanding:
Basic	166,766		49,221			N/A		37,875			(r)	204,641
Diluted	167,831		49,653			N/A		37,875			(r)	205,706
*-Actual results for the year ended December 31, 2012
#-Actual results for the six months ended June 30, 2012

The accompanying notes are an integral part of these unaudited pro forma financial statements.

4

CATAMARAN CORPORATION

NOTES TO THE UNAUDITED PRO FORMA FINANCIAL STATEMENTS

1. Description of Transaction

On July 31, 2013, Catamaran Corporation (“Catamaran" or the "Company"), through its direct wholly owned subsidiary Catamaran, LLC, entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with The F. Dohmen Co., a Wisconsin corporation (“Dohmen”). Pursuant to the Purchase Agreement, the Company acquired all of the outstanding limited liability company interests of Restat, LLC (“Restat”), a Wisconsin limited liability company, in exchange for $409.5 million in cash, subject to certain customary post-closing adjustments, in each case upon the terms and subject to the conditions contained in the Purchase Agreement. The acquisition of Restat was completed on October 1, 2013. The purchase price was funded from Catamaran’s existing cash balance and $350 million in borrowings under its credit agreement with a syndicate of lenders led by JPMorgan Chase Bank, N.A. (the “Credit Agreement”).

2. Basis of Presentation

The unaudited pro forma financial statements have been prepared using the acquisition method of accounting, with Catamaran being the accounting acquirer, and are based on the historical financial statements of Catamaran, Restat, and Catalyst Health Solutions, Inc. (“Catalyst”). Certain reclassifications have been made to the historical financial statements of Restat and Catalyst to conform to the financial statement presentation adopted by Catamaran.

The unaudited pro forma combined statement of operations for the nine months ended September 30, 2013 combines the consolidated statements of operations of Catamaran and Restat for the period then ended to give effect to the Restat Acquisition and related financing as if they had occurred on January 1, 2012. The unaudited pro forma combined statement of operations for the year ended December 31, 2012 combines the consolidated statements of operations of Catamaran, Restat, and Catalyst for the period then ended to give effect to the Restat and Catalyst acquisitions and related financing as if they had occurred on January 1, 2012. The actual results of Catamaran and Restat utilized in preparation of the pro forma combined statement of operations for the nine months ended September 30, 2013 are for the nine months ended September 30, 2013. The actual results of Catamaran and Restat utilized in preparation of the pro forma combined statement of operations for the year ended December 31, 2012 are for the year ended December 31, 2012. The actual results of Catalyst utilized in preparation of the pro forma combined statement of operations for the year ended December 31, 2012 are for the six months ended June 30, 2012.

The unaudited pro forma combined balance sheet as of September 30, 2013 combines the consolidated balance sheets of Catamaran and Restat as of September 30, 2013 to give effect to the Restat Acquisition and related financing as if they had occurred on September 30, 2013.

The pro forma adjustments include the application of the acquisition method of accounting under purchase accounting guidance. Purchase accounting guidance requires, among other things, that identifiable assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date, which is presumed to be the closing date of the Restat and Catalyst acquisitions. The pro forma adjustments described herein have been developed based on management's judgment, including estimates relating to the allocations of purchase price to the assets acquired and liabilities assumed of Restat based on preliminary estimates of fair value. Catamaran management believes that the assumptions used to derive the pro forma adjustments are reasonable given the information available; however, as the valuations of assets acquired and liabilities assumed are in process and information may become available within the measurement period which indicates a potential change to these valuations, the initial amounts recorded for the Restat Acquisition may be subject to adjustment. The pro forma financial statements do not reflect any cost savings from potential operating efficiencies, any other potential synergies or any incremental costs which may be incurred in connection with integrating Restat or Catalyst.

The pro forma financial statements are provided for illustrative purposes only and are not intended to represent what Catamaran's actual consolidated results of operations or consolidated financial position would have been had the Restat and Catalyst acquisitions occurred on earlier dates nor are they necessarily indicative of Catamaran's future consolidated results of operations or consolidated financial position.

3. Preliminary Purchase Price Calculation and Accounting

Restat, LLC Acquisition

On October 1, 2013, the Company completed the previously announced acquisition of Restat, for a purchase price of $409.5 million in cash subject to certain customary post-closing adjustments. The purchase price was funded from Catamaran’s existing cash balance and $350 million in borrowings under its Credit Agreement.

The acquisition was accounted for under the acquisition method of accounting with the Company treated as the acquiring entity.

5

CATAMARAN CORPORATION

NOTES TO THE UNAUDITED PRO FORMA FINANCIAL STATEMENTS

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. The fair value for the acquired customer relationships intangible assets were valued using an excess earnings model based on expected future revenues derived from the customers acquired. The excess of the purchase price over the estimated fair values of the net assets acquired was recorded as goodwill.

The pro forma purchase price allocation below has been developed based on preliminary estimates of fair value using the historical financial statements of Restat as of September 30, 2013. In addition, the allocation of the purchase price to acquired intangible assets is based on preliminary fair value estimates and is subject to final management analysis, with the assistance of third party valuation advisers. The estimated intangible assets are comprised of customer relationships with an estimated useful life of 9 years for pharmacy benefit management customers and 3 years for cash card customers. The residual amount of the purchase price after preliminary allocation to identifiable net assets represents goodwill. Goodwill is non-amortizing for financial statement purposes. Goodwill of $224.0 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. As the valuations of assets acquired and liabilities assumed are in process and information may become available within the measurement period which indicates a potential change to these valuations, the amounts recorded may be subject to adjustment.

Below are the preliminary amounts recorded for the Restat Acquisition:

	Amount
	(in thousands)
Accounts receivable	$	16,585
Other current assets	382
Total current assets acquired	16,967
Property and equipment	1,263
Customer relationships intangible asset	182,200
Goodwill	223,955
Total assets acquired	424,385
Accounts payable	17,967
Rebates payable	16,525
Accrued liabilities	7,283
Total liabilities assumed	41,775
Net assets acquired	$	382,610

4. Pro Forma Adjustments

Unaudited Pro Forma Combined Balance Sheet as of September 30, 2013

(a) Cash and cash equivalents

The adjustment to cash and cash equivalents reflects the net inflows from revolving credit facility borrowings of $350 million and offset by the aggregate cash outflows related to the payment of Restat Acquisition consideration of $382.6 million.

(b) Due from The F. Dohmen Co.

The adjustment to Due from The F. Dohmen Co. removes intercompany receivables from Dohmen to Restat as of September 30, 2013. Pursuant to the Purchase Agreement, all intercompany transactions between Dohmen and Restat were settled upon close of the acquisition.

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CATAMARAN CORPORATION

NOTES TO THE UNAUDITED PRO FORMA FINANCIAL STATEMENTS

(c) Goodwill and other intangible assets

The adjustments to goodwill and other intangible assets represent the amounts for goodwill and other intangible assets recognized from the Restat Acquisition’s preliminary purchase price allocation. The preliminary goodwill recognized in connection with the Restat Acquisition is $224.0 million. The preliminary value of other intangible assets is $182.2 million. The customer relationships intangible assets were valued using an excess earnings model based on expected future revenues derived from the customers acquired.

(d) Accrued expenses and other liabilities

The adjustments to accrued expenses and other current liabilities relates to removing accrued payroll recorded as of September 30, 2013 for Restat that was not assumed by the Company and was subsequently paid by Dohmen.

(e) Debt

The adjustment to Debt reflects the borrowings under the Company's Credit Agreement of $350 million to partially fund the acquisition of Restat.

(f) Other liabilities

The adjustment to other liabilities removes Restat’s deferred rent liability as of September 30, 2013.

(g) Shareholders’ equity

Shareholders’ equity was adjusted to remove all of Restat’s equity account balances.

Unaudited Pro Forma Combined Statement of Operations for the nine months ended September 30, 2013

(h) Revenue and cost of revenue

Revenue and cost of revenue were adjusted to record Restat's PBM revenue, cost of revenue, and related rebate transactions, on a gross basis consistent with the Company's accounting policies. The Company evaluates customer contracts to determine whether the Company 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 certain of its transactions with customers and, in these cases, revenues are recognized at the prescription price (ingredient cost plus dispensing fee) negotiated with customers, plus the Company’s administrative fees (“gross reporting”). Gross reporting is appropriate when the Company (i) has separate contractual relationships with customers and with pharmacies, (ii) is responsible to validate and manage a claim through its 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 plan relationship with the patients, who are members of customers’ plans, and (v) has credit risk for the amount due from the customer. Restat historically recorded its PBM revenue and cost of revenue on a net basis since it deemed that it did not take on credit risk for the amount due from the customer. The pro forma financial statements assume the Company would hold the credit risk for the Restat PBM transactions in line with the Company's PBM revenue transactions, and accordingly the Company reflected the Restat PBM revenue transactions gross in line with the Company's accounting policies. Revenue and cost of revenue were each increased by $501.9 million for the nine months ended September 30, 2013 as a result of this adjustment.

Revenue was reduced by $8.5 million for the nine months ended September 30, 2013, to reclassify rebate amounts earned by customers that were historically recorded by Restat as an expense in selling, general and administrative ("SG&A") expense and reflect rebate activity in accordance with the Company's accounting policies.

(i) Selling, general and administrative

The adjustment to reduce SG&A expense by $8.5 million was recorded to reclassify rebate amounts earned by customers from SG&A expense and record the amount as a reduction to revenue to reflect rebate activity in accordance with the Company's accounting policies. Refer to footnote (h) for further information.

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CATAMARAN CORPORATION

NOTES TO THE UNAUDITED PRO FORMA FINANCIAL STATEMENTS

(j) Amortization

The adjustment to amortization expense reflects the addition of nine months of amortization expense totaling $26.9 million for intangible assets acquired in the Restat Acquisition.

(k) Interest

Interest expense was increased by $5.3 million to reflect nine months of interest expense related to Catamaran's debt incurred to finance the Restat Acquisition, utilizing the rate effective at the time of closing the Restat Acquisition of 2.0%.

(l) Income taxes

The adjustment reflects the income tax effect of the Company's pro forma combined effective income tax rate of 26% for the nine months ended September 30, 2013. The pro forma adjustments were tax effected based on applicable federal and state statutory rates.

Unaudited Pro Forma Combined Statement of Operations for the Year Ended December 31, 2012

(m) Revenue and cost of revenue

Adjustments due to the Restat Acquisition

Revenue and cost of revenue were adjusted to record Restat's PBM revenue transactions in line with the Company's accounting policies. Refer to note (h) for further information. Revenue and cost of revenue were each increased by $569.4 million for the year ended December 31, 2012 for this adjustment.

Revenue was reduced by $11.5 million for the year ended December 31, 2012 to reclassify rebate amounts earned by customers that were historically recorded by Restat as an expense in SG&A expense and reflect rebate activity in accordance with the Company's accounting policies.

Adjustments due to the Catalyst Acquisition

Revenue and cost of revenue were adjusted to remove the effect of transactions between Catamaran and Catalyst prior to the Catalyst Acquisition closing on July 2, 2012. Revenue and cost of revenue were each reduced by $10.3 million for the year ended December 31, 2012, reflecting the amount earned and billed by Catamaran to Catalyst. Additionally, revenue was increased by $8.4 million for the year ended December 31, 2012, to reverse amortization expense recorded by Catalyst related to other intangibles from its prior acquisitions.

(n) Selling, general and administrative

Adjustments due to the Restat Acquisition

The adjustment to reduce SG&A expense by $11.5 million was recorded to reclassify rebate amounts earned by customers from SG&A expense and record the amount as a reduction to revenue to reflect rebate activity in accordance with the Company's accounting policies. Refer to footnote (m) above for further information.

Adjustments due to the Catalyst Acquisition

The adjustment to SG&A expense removes transaction expenses of $22.8 million incurred to close the Catalyst Acquisition, $10.4 million in one-time severance charges incurred related to the Catalyst Acquisition and $6.6 million in SG&A expenses recorded in the Company's 2012 actual results that were also recorded in Catalyst's six-month results due to transactions recognized separately from the acquisition of assets and assumptions of liabilities from the Catalyst Acquisition. The $6.6 million of duplicate expenses related to $3.5 million in contract settlements and terminations made by Catalyst prior to the Catalyst Acquisition that had future benefit to the Company and $3.1 million for payments made to Catalyst employees based on contractual arrangements which had future benefit to the Company.        

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CATAMARAN CORPORATION

NOTES TO THE UNAUDITED PRO FORMA FINANCIAL STATEMENTS

(o) Depreciation and amortization

Adjustments due to the Restat Acquisition

The adjustment to amortization reflects the addition of a full year of amortization expense totaling $35.9 million for intangible assets acquired in the Restat Acquisition.

Adjustments due to the Catalyst Acquisition

The adjustment to amortization reflects the addition of six months of amortization expense totaling $86.0 million to reflect a full year of amortization expense for intangible assets acquired in the Catalyst Acquisition, offset by a $13.8 million reduction of historical amortization expense recorded by Catalyst from its intangible assets for the period prior to the closing of the Catalyst Acquisition. Depreciation expense was decreased by $2.8 million to reflect the adjusted fair value of the property and equipment acquired by Catamaran.

(p) Interest

Adjustments due to the Restat Acquisition

Interest expense was increased by $7.0 million to reflect a full year of interest expense related to Catamaran's debt incurred to finance the Restat Acquisition, utilizing the rate effective at the time of closing the Restat Acquisition of 2.0%.

Adjustments due to the Catalyst Acquisition

Interest expense was increased by $20.6 million to reflect a full year of interest expense related to Catamaran's new debt incurred to finance the Catalyst Acquisition, utilizing the rate effective at the time of the closing of the Catalyst Acquisition of 2.25% plus the impact of the amortization of deferred financing fees and debt discounts. This amount was reduced by $4.0 million to remove Catalyst's 2012 interest expense prior to the Catalyst Acquisition due to the termination and repayment of Catalyst's existing indebtness upon closing of the Catalyst Acquisition.

(q) Income taxes

The adjustment reflects the income tax effect of the Company's pro forma combined effective income tax rate of 20% for the year ended December 31, 2012. The pro forma adjustments were tax effected based on applicable federal and state statutory rates.

(r) Basic and diluted shares

The unaudited pro forma combined basic and diluted earnings per share calculations are based on the combined basic and diluted weighted average shares outstanding. The historic basic and diluted weighted-average shares of Catalyst have been replaced by the shares issued by Catamaran in the Catalyst Acquisition at an exchange ratio of 1.3212 shares of Catamaran common stock per share of Catalyst common stock (0.6606 prior to the two-for-one stock split in October 2012), and assumed outstanding since January 1, 2012.

Additionally, the basic and diluted earnings per share calculations reflect the 12.0 million shares issued in May 2012 from the Company’s public offering as if they were issued on January 1, 2012.

Catamaran’s actual and the pro forma combined share and per share data have been adjusted to reflect Catamaran’s two-for-one stock split completed in October 2012.

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