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, 2014

OR

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)

2441 Warrenville Road, Suite 610,

Lisle, IL 60532-3642

(Former address if changed since last report)

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, 2014, there were 206,855,099 of the Registrant’s common shares, no par value per share, outstanding.

TABLE OF CONTENTS

	Page
PART I — FINANCIAL INFORMATION	3
Item 1. Financial Statements (unaudited)	3
Consolidated Balance Sheets as of March 31, 2014 and December 31, 2013	3
Consolidated Statements of Operations for the Three Months Ended March 31, 2014 and 2013	4
Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2014 and 2013	5
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2014 and 2013	6
Consolidated Statements of Shareholders’ Equity for the Three Months Ended March 31, 2014 and 2013	7
Notes to Unaudited Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3. Quantitative and Qualitative Disclosures About Market Risk	32
Item 4. Controls and Procedures	32
PART II — OTHER INFORMATION	34
Item 1. Legal Proceedings	34
Item 1A. Risk Factors	34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3. Defaults Upon Senior Securities	34
Item 4. Mine Safety Disclosures	34
Item 5. Other Information	34
Item 6. Exhibits	34
SIGNATURE	36
Exhibit 10.1
Exhibit 10.4
Exhibit 10.5
Exhibit 10.6
Exhibit 10.7
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
Exhibit 101

2

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

CATAMARAN CORPORATION

Consolidated Balance Sheets

(in thousands, except share data)

	March 31, 2014			December 31, 2013
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	684,715		$	387,241
Restricted cash	32,222			32,220
Accounts receivable, net of allowance for doubtful accounts of $5,061 (2013 — $5,860)	1,131,425			959,586
Rebates receivable	668,053			305,955
Other current assets	152,790			152,673
Total current assets	2,669,205			1,837,675
Property and equipment, net of accumulated depreciation of $117,426 (2013 — $103,858)	191,304			197,007
Goodwill	4,722,555			4,720,275
Other intangible assets, net of accumulated amortization of $416,269 (2013 — $363,546)	1,126,433			1,181,419
Other long-term assets	84,976			59,387
Total assets	$	8,794,473		$	7,995,763
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	962,039		$	817,805
Accrued expenses and other current liabilities	295,545			254,100
Rebates payable	718,900			356,265
Current portion - long-term debt	56,250			50,000
Total current liabilities	2,032,734			1,478,170
Deferred income taxes	291,361			301,341
Long-term debt	1,396,661			1,215,363
Other long-term liabilities	86,930			89,391
Total liabilities	3,807,686			3,084,265
Commitments and contingencies (Note 10)
Shareholders’ equity
Common shares: no par value, unlimited shares authorized; 206,854,499 shares issued and outstanding at March 31, 2014 (December 31, 2013 — 206,305,070 shares)	4,238,684			4,215,291
Additional paid-in capital	67,484			77,790
Retained earnings	680,606			617,161
Accumulated other comprehensive loss	(1,895		)	(1,752		)
Total shareholders' equity	4,984,879			4,908,490
Non-controlling interest	1,908			3,008
Total equity	4,986,787			4,911,498
Total liabilities and equity	$	8,794,473		$	7,995,763

See accompanying notes to the unaudited consolidated financial statements.

3

CATAMARAN CORPORATION

Consolidated Statements of Operations

(in thousands, except share and per share data)

	Three Months Ended March 31,
	2014			2013
	(unaudited)
Revenue	$	4,914,479		$	3,219,716
Cost of revenue	4,599,817			2,971,344
Gross profit	314,662			248,372
Expenses:
Selling, general and administrative	130,519			100,495
Depreciation of property and equipment	12,368			6,970
Amortization of intangible assets	54,986			50,056
	197,873			157,521
Operating income	116,789			90,851
Interest and other expense, net	11,336			11,039
Income before income taxes	105,453			79,812
Income tax expense (benefit):
Current	40,442			39,680
Deferred	(12,334		)	(16,652		)
	28,108			23,028
Net income	77,345			56,784
Less: Net income attributable to non-controlling interest	13,900			5,376
Net income attributable to the Company	$	63,445		$	51,408
Earnings per share attributable to the Company:
Basic	$	0.31		$	0.25
Diluted	$	0.31		$	0.25
Weighted average number of shares used in computing earnings per share:
Basic	206,525,188			205,576,875
Diluted	207,086,677			206,423,549

See accompanying notes to the unaudited consolidated financial statements.

4

CATAMARAN CORPORATION

Consolidated Statements of Comprehensive Income

(in thousands)

	Three Months Ended March 31,
	2014		2013
	(unaudited)
Net income	$	77,345	$	56,784
Other comprehensive income, net of tax
Unrealized income on cash flow hedge	143		261
Comprehensive income	77,488		57,045
Less: Comprehensive income attributable to non-controlling interest	13,900		5,376
Comprehensive income attributable to the Company	$	63,588	$	51,669

See accompanying notes to the unaudited consolidated financial statements.

5

CATAMARAN CORPORATION

Consolidated Statements of Cash Flows

(in thousands)

	Three Months Ended March 31,
	2014			2013
	(unaudited)
Cash flows from operating activities:
Net income	$	77,345		$	56,784
Items not involving cash:
Stock-based compensation	6,828			6,644
Depreciation of property and equipment	13,359			8,103
Amortization of intangible assets	54,986			50,056
Deferred lease inducements and rent	(77		)	14,528
Deferred income taxes	(12,334		)	(16,652		)
Tax benefit on option exercises	(2,692		)	(4,928		)
Deferred financing cost amortization	2,188			2,493
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable	(171,907		)	(1,664		)
Rebates receivable	(362,352		)	(14,553		)
Restricted cash	(2		)	227
Other current assets	26,312			12,467
Accounts payable	144,264			(34,136		)
Accrued expenses and other current liabilities	20,753			(10,154		)
Rebates payable	362,635			(8,674		)
Other long-term assets and liabilities	(23,630		)	2,764
Net cash provided by operating activities	135,676			63,305
Cash flows from investing activities:
Acquisition, net of cash acquired	(2,026		)	—
Purchases of property and equipment	(12,782		)	(25,243		)
Proceeds from restricted cash	—			20,004
Net cash used by investing activities	(14,808		)	(5,239		)
Cash flows from financing activities:
Proceeds from issuance of debt	492,500			—
Repayment of long-term debt	(306,250		)	(100,000		)
Payment of financing costs	(955		)	—
Proceeds from exercise of options	3,567			785
Tax benefit on option exercises	2,692			4,928
Payments of contingent consideration	—			(23,203		)
Distributions to non-controlling interest	(15,000		)	—
Net cash provided (used) by financing activities	176,554			(117,490		)
Effect of foreign exchange on cash balances	52			4
Increase (decrease) in cash and cash equivalents	297,474			(59,420		)
Cash and cash equivalents, beginning of period	387,241			370,776
Cash and cash equivalents, end of period	$	684,715		$	311,356

See accompanying notes to the unaudited consolidated financial statements.

6

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													Total
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
Exercise of warrants	—	—		—			—		—			—			—
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
Balance at December 31, 2012	205,399,102	$	4,180,778	$	73,530		$	354,991	$	(2,191	)	$	2,753		$	4,609,861
Activity during the period (unaudited):
Net income	—	—		—			51,408		—			5,376			56,784
Exercise of stock options	133,264	1,125		(340		)	—		—			—			785
Vesting of restricted stock units	373,018	20,898		(20,898		)	—		—			—			—
Tax benefit on options exercised	—	—		4,928			—		—			—			4,928
Stock-based compensation	—	—		6,644			—		—			—			6,644
Distribution declared to non-controlling interest	—	—		—			—		—			(2,114		)	(2,114		)
Other comprehensive income, net of tax	—	—		—			—		261			—			261
Balance at March 31, 2013 (unaudited)	205,905,384	$	4,202,801	$	63,864		$	406,399	$	(1,930	)	$	6,015		$	4,677,149

See accompanying notes to the unaudited consolidated financial statements.

7

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.”

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, 2013. 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-month period ended March 31, 2014 are not necessarily indicative of the results to be expected for the full year ending December 31, 2014. 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, 2013.

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

In July 2013, the FASB issued authoritative guidance containing changes to the presentation of an unrecognized tax benefit when a loss or credit carryforward exists. The new standard requires the netting of unrecognized tax benefits against a deferred tax asset for a loss or other carryforward that would apply in the settlement of the uncertain tax positions. The Company adopted this standard on January 1, 2014; however, the implementation of the standard did not have a significant impact on its financial results or in the presentation and disclosure of its financial statements.

No other new accounting standards have been adopted during the three-month period ended March 31, 2014.

b) Recent accounting standards issued

No new standards have been issued during the three-month period ended March 31, 2014 that the Company assessed to have a significant impact on its financial results or in the presentation and disclosure of its financial statements.

8

CATAMARAN CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4. Business Combinations

Restat Acquisition

On October 1, 2013, the Company completed the acquisition of Restat, LLC ("Restat"), a privately held pharmacy benefit manager 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 Catamaran’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.

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 preliminary allocation to identifiable net assets represents goodwill. Goodwill is non-amortizing for financial statement purposes. Goodwill of $225.8 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 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 (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		2,280			225,754
Total assets acquired	428,317		2,026			430,343
Accounts payable	22,370		—			22,370
Rebates payable	16,106		—			16,106
Accrued liabilities	7,231		—			7,231
Total liabilities assumed	45,707		—			45,707
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 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.

During the three-month period ended March 31, 2014, the Company recognized $8.7 million, of amortization expense from intangible assets acquired in the Restat acquisition. Amortization associated with the Restat acquisition for the remainder of 2014 is expected to be $25.0 million.

9

CATAMARAN CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 Restat 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.

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

	Three Months Ended March 31, 2013
Revenue	$	3,414,064
Gross profit	$	265,572
Net income attributable to the Company	$	56,642
Earnings per share attributable to the Company:
Basic	$	0.28
Diluted	$	0.27
Weighted average shares outstanding:
Basic	205,576,875
Diluted	206,423,549

This unaudited pro forma financial information is not intended to represent or be indicative of what would have occurred if these transactions 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 acquisitions 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 combinations and should not be relied upon as being indicative of the future results that the Company will experience.

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, 2014 and 2013.

The changes in the carrying amounts of goodwill by reportable segment for the three months ended March 31, 2014 are as follows (in thousands):

	PBM		HCIT		Total
Balance at December 31, 2013	$	4,700,610	$	19,665	$	4,720,275
Measurement period adjustments (a)	254		—		254
Working capital adjustment (b)	2,026		—		2,026
Acquisitions	—		—		—
Balance at March 31, 2014	$	4,702,890	$	19,665	$	4,722,555

(a) Represents adjustments to the fair value of assets acquired and liabilities assumed for recent acquisitions during the measurement period. The measurement period adjustments were not recast to the 2013 consolidated financial statements as they were not deemed material.

(b) Represents adjustments to purchase price for the Restat acquisition, including settlement of working capital adjustment.

10

CATAMARAN CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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, 2014						December 31, 2013
	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
Customer relationships	$	1,527,722	$	408,984	$	1,118,738	$	1,528,475	$	355,737	$	1,172,738
Non-compete agreements	11,920		5,594		6,326		13,430		6,463		6,967
Other intangible assets	3,060		1,691		1,369		3,060		1,346		1,714
Total	$	1,542,702	$	416,269	$	1,126,433	$	1,544,965	$	363,546	$	1,181,419

Total amortization associated with intangible assets at March 31, 2014 is estimated to be $158.2 million for the remainder of 2014, $194.0 million in 2015, $166.7 million in 2016, $147.5 million in 2017, $137.2 million in 2018, $126.8 million in 2019 and $195.9 million in total for years after 2019.

6. Debt

The following table sets forth the components of the Company's long-term debt, net of debt discounts as of March 31, 2014 and December 31, 2013 (in thousands).

	March 31, 2014			December 31, 2013
Senior secured term loan facility with an interest rate of 1.81% at March 31, 2014 and December 31, 2013.	$	960,366		$	965,363
Senior secured revolving credit facility due June 1, 2018 with an interest rate of 1.81% at March 31, 2014 and December 31, 2013.	—			300,000
4.75% Senior Notes due 2021	492,545			—
Less current maturities	(56,250		)	(50,000		)
Long-term debt	$	1,396,661		$	1,215,363

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, commencing on September 15, 2014. 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 $1.8 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 plans to use 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 $1.8 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 $1.8 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 $0.1 million for the three-month period ended March 31, 2014.

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 in 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.

11

CATAMARAN CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

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 our 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, 2014, the Company was in compliance with the covenants under the Senior Notes.

Senior secured credit facility

Concurrent with the consummation of the Catalyst Merger, on July 2, 2012, the Company entered into 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 senior secured revolving facility in the amount of $800.0 million (the “Revolving Facility”).

The Company made a principal repayment of $6.3 million in January 2014 on the Term Loan facility leaving the Company with $981.3 million outstanding as of March 31, 2014. 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, 2014 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 and $2.5 million for the three-month period ended March 31, 2014 and March 31, 2013, respectively.

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 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, 2014 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 2013 Annual Report on Form 10-K. As of March 31, 2014, the Company was in compliance with the covenants of the Credit Agreement.

12

CATAMARAN CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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
2014	$	43,750
2015	68,750
2016	93,750
2017	118,750
2018	656,250
Total	$	981,250

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, 2014 approximates its fair value.

7. Stock-Based Compensation

During the three months ended March 31, 2014 and 2013 the Company recorded stock-based compensation expense of $6.8 million and $6.6 million, respectively. There were 4,677,031 and 684,857 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, 2014.

(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,
	2014		2013
Total stock options granted	412,724		365,080
Volatility	38.7-39.2%		45.4		%
Risk-free interest rate	1.54-1.73%		0.81		%
Expected life (in years)	4.5		4.5
Dividend yield	—		—
Weighted-average grant date fair value	$	15.51	$	21.44

The table below summarizes the stock options outstanding as of March 31, 2014 under both plans.

	Options Outstanding	Weighted Average Exercise Price		Unrecognized compensation cost		Weighted Average Period
				(in thousands)
LTIP	1,507,842	$	34.02	$	12,156	2.93
Assumed Plans	146,659	$	47.86	$	2,131	3.67

(ii) Restricted stock units

During the three months ended March 31, 2014, 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

13

CATAMARAN CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

conditions. The number of outstanding performance-based RSUs as of March 31, 2014 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, 2014:

	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	292,984	392,388	$	44.84	144,607	67,064	$	44.71
Outstanding	775,207	847,220	$	44.49	316,990	73,378	$	47.31

The table below summarizes the unrecognized compensation cost related to the outstanding RSUs at March 31, 2014.

	Unrecognized Compensation Cost		Weighted Average Period
	(in thousands)
LTIP	$	54,078	2.56
Assumed Plans	$	16,275	3.19

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,
	2014		2013
PBM:
Revenue	$	4,878,375	$	3,181,553
Cost of revenue	4,583,284		2,954,101
Gross profit	295,091		227,452
Total assets at March 31	8,392,454		7,177,351
HCIT:
Revenue	36,104		38,163
Cost of revenue	16,533		17,243
Gross profit	19,571		$	20,920
Total assets at March 31	402,019		119,443
Consolidated:
Revenue	4,914,479		3,219,716
Cost of revenue	4,599,817		2,971,344
Gross profit	314,662		248,372
Total assets at March 31	$	8,794,473	$	7,296,794

9. Income Taxes

The Company’s effective tax rate for the three months ended March 31, 2014 and 2013 was 26.7% and 28.9%, 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 2007. The Company's effective tax rate decreased during the three months ended March 31, 2014 primarily due to the mixture of taxable income amongst jurisdictions.

10. Commitments and Contingencies

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

14

CATAMARAN CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

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 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 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, 2014 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.

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, 2014 was $1.9 million. Interest expense for the three months ended March 31, 2014 includes $0.4 million of expense reclassified from other comprehensive income into current earnings. As of March 31, 2014, approximately $1.0 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-month period ended March 31, 2014, 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, 2014 and December 31, 2013 (in thousands):

	March 31, 2014
	Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Liabilities:
Contingent purchase price consideration	$	—	$	—	$	20,000	$	20,000
Derivative	$	—	$	1,858	$	—	$	1,858

	December 31, 2013
	Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Liabilities:
Contingent purchase price consideration	$	—	$	—	$	19,954	$	19,954
Derivative	$	—	$	1,719	$	—	$	1,719

15

CATAMARAN CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

Contingent purchase price consideration

The contingent purchase price consideration liability reflects the fair values of potential future payments related to certain legacy acquisitions. The potential future payments are contingent upon the acquired entities meeting certain revenue, gross margin and client retention milestones. As of March 31, 2014, the fair value of the contingent purchase price consideration was $20.0 million and was recorded as accrued expenses and other current liabilities in the consolidated balance sheet.

As the fair value measurement for the contingent consideration is based on inputs not observed in the market, this measurement is classified as Level 3 measurements as defined by fair value measurements guidance.

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 $1.9 million as of March 31, 2014. 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-month period ended March 31, 2014 and 2013:

	Three Months Ended March 31,
	2014	2013
Weighted average number of shares used in computing basic EPS	206,525,188	205,576,875
Add dilutive common stock equivalents:
Outstanding stock options and restricted stock units (a)	561,489	846,674
Weighted average number of shares used in computing diluted EPS	207,086,677	206,423,549

(a) Excludes 1,389,283 and 503,379 common stock equivalents for the three-month period ended March 31, 2014 and 2013 because their effect was anti-dilutive.

14. Concentration Risk

For the three-month period ended March 31, 2014 and 2013, one client accounted for 33% and 20% of total revenues, respectively.

At March 31, 2014, one client accounted for 16% of the outstanding accounts receivable balance. At December 31, 2013, one client accounted for 15% of the outstanding accounts receivable balance.

16

CATAMARAN CORPORATION

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 issuer 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.

17

CATAMARAN CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CATAMARAN CORPORATION

Condensed Consolidated Balance Sheets

(in thousands)

	Catamaran Corporation		Guarantors		Non-Guarantors		Consolidations			Consolidated
As of March 31, 2014
ASSETS
Current assets
Cash and cash equivalents	$	201,288	$	446,612	$	36,815	$	—		$	684,715
Restricted cash	—		27,386		4,836		—			32,222
Accounts receivable, net	—		907,326		328,755		(104,656		)	1,131,425
Rebates receivable	45,264		996,215		110,220		(483,646		)	668,053
Other current assets	50		112,608		40,132		—			152,790
Intercompany receivable	126,874		107,889		—		(234,763		)	—
Total current assets	373,476		2,598,036		520,758		(823,065		)	2,669,205
Property and equipment, net	73		159,088		32,143		—			191,304
Goodwill	—		4,639,090		83,465		—			4,722,555
Other intangible assets, net	—		1,106,867		19,566		—			1,126,433
Investment in subsidiaries	6,053,157		112,590		37,071		(6,202,818		)	—
Other long-term assets	16,591		47,786		22,023		(1,424		)	84,976
Total assets	$	6,443,297	$	8,663,457	$	715,026	$	(7,027,307	)	$	8,794,473
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	—	$	1,016,210	$	72,835	$	(127,006	)	$	962,039
Accrued expenses and other current liabilities	3,649		259,708		32,188		—			295,545
Rebates payable	—		1,158,134		44,412		(483,646		)	718,900
Current portion - long-term debt	56,250		—		—		—			56,250
Intercompany payable	—		—		200,819		(200,819		)	—
Total current liabilities	59,899		2,434,052		350,254		(811,471		)	2,032,734
Deferred income taxes	—		286,060		5,301		—			291,361
Long-term debt	1,396,661		—		—		—			1,396,661
Other long-term liabilities	1,858		61,625		23,447		—			86,930
Total liabilities	1,458,418		2,781,737		379,002		(811,471		)	3,807,686
Commitments and contingencies (Note 10)
Shareholders’ equity
Total shareholders' equity	4,984,879		5,881,720		334,779		(6,216,499		)	4,984,879
Non-controlling interest	—		—		1,245		663			1,908
Total equity	4,984,879		5,881,720		336,024		(6,215,836		)	4,986,787
Total liabilities and equity	$	6,443,297	$	8,663,457	$	715,026	$	(7,027,307	)	$	8,794,473

18

CATAMARAN CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CATAMARAN CORPORATION

Condensed Consolidated Balance Sheets

(in thousands)

	Catamaran Corporation		Guarantors		Non-Guarantors		Consolidations			Consolidated
As of December 31, 2013
ASSETS
Current assets
Cash and cash equivalents	$	15,090	$	350,889	$	21,262	$	—		$	387,241
Restricted cash	—		27,384		4,836		—			32,220
Accounts receivable, net	194		954,006		61,319		(55,933		)	959,586
Rebates receivable	35,777		473,924		92,227		(295,973		)	305,955
Other current assets	107		114,808		16,785		20,973			152,673
Intercompany receivable	130,743		—		125,888		(256,631		)	—
Total current assets	181,911		1,921,011		322,317		(587,564		)	1,837,675
Property and equipment, net	69		188,676		8,262		—			197,007
Goodwill	—		4,636,810		83,465		—			4,720,275
Other intangible assets, net	—		1,160,205		21,214		—			1,181,419
Investment in subsidiaries	5,980,865		105,947		—		(6,086,812		)	—
Other long-term assets	15,674		30,144		59,932		(46,363		)	59,387
Total assets	$	6,178,519	$	8,042,793	$	495,190	$	(6,720,739	)	$	7,995,763
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	—	$	840,055	$	37,251	$	(59,501	)	$	817,805
Accrued expenses and other current liabilities	2,947		200,071		28,403		22,679			254,100
Rebates payable	—		612,173		40,065		(295,973		)	356,265
Current portion - long-term debt	50,000		—		—		—			50,000
Intercompany payable	—		232,124		—		(232,124		)	—
Total current liabilities	52,947		1,884,423		105,719		(564,919		)	1,478,170
Deferred income taxes	—		296,040		5,301		—			301,341
Long-term debt	1,215,363		—		—		—			1,215,363
Other long-term liabilities	1,719		86,600		23,651		(22,579		)	89,391
Total liabilities	1,270,029		2,267,063		134,671		(587,498		)	3,084,265
Commitments and contingencies (Note 10)
Shareholders’ equity
Total shareholders' equity	4,908,490		5,775,730		359,274		(6,135,004		)	4,908,490
Non-controlling interest	—		—		1,245		1,763			3,008
Total equity	4,908,490		5,775,730		360,519		(6,133,241		)	4,911,498
Total liabilities and equity	$	6,178,519	$	8,042,793	$	495,190	$	(6,720,739	)	$	7,995,763

19

CATAMARAN CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CATAMARAN CORPORATION

Condensed Consolidated Statements of Operations

(in thousands)

	Catamaran Corporation			Guarantors			Non-Guarantors		Consolidations			Consolidated
For the Three Months ended March 31, 2014
Revenue	$	11,041		$	4,577,654		$	697,416	$	(371,632	)	$	4,914,479
Cost of revenue	9,594			4,339,549			622,306		(371,632		)	4,599,817
Gross profit	1,447			238,105			75,110		—			314,662
Expenses:
Selling, general and administrative	319			101,330			28,870		—			130,519
Depreciation of property and equipment	9			11,238			1,121		—			12,368
Amortization of intangible assets	—			53,339			1,647		—			54,986
	328			165,907			31,638		—			197,873
Operating income	1,119			72,198			43,472		—			116,789
Interest and other expense, net	9,966			778			592		—			11,336
Equity in (income) in subsidiaries	(72,292		)	(17,402		)	—		89,694			—
Income before income taxes	63,445			88,822			42,880		(89,694		)	105,453
Income tax expense	—			16,530			11,578		—			28,108
Net income	63,445			72,292			31,302		(89,694		)	77,345
Less net income attributable to non-controlling interest	—			—			—		13,900			13,900
Net income attributable to the Company	$	63,445		$	72,292		$	31,302	$	(103,594	)	$	63,445

CATAMARAN CORPORATION

Condensed Consolidated Statements of Operations

(in thousands)

	Catamaran Corporation			Guarantors			Non-Guarantors		Consolidations			Consolidated
For the Three Months ended March 31, 2013
Revenue	$	7,913		$	2,865,980		$	466,834	$	(121,011	)	$	3,219,716
Cost of revenue	7,139			2,668,224			416,992		(121,011		)	2,971,344
Gross profit	774			197,756			49,842		—			248,372
Expenses:
Selling, general and administrative	314			81,962			18,219		—			100,495
Depreciation of property and equipment	9			6,269			692		—			6,970
Amortization of intangible assets	—			48,422			1,634		—			50,056
	323			136,653			20,545		—			157,521
Operating income	451			61,103			29,297		—			90,851
Interest and other (income) expense, net	(15,052		)	25,538			553		—			11,039
Equity in (income) in subsidiaries	(35,904		)	(14,169		)	—		50,073			—
Income before income taxes	51,407			49,734			28,744		(50,073		)	79,812
Income tax expense	—			13,830			9,198		—			23,028
Net income	51,407			35,904			19,546		(50,073		)	56,784
Less net income attributable to non-controlling interest	—			—			—		5,376			5,376
Net income attributable to the Company	$	51,407		$	35,904		$	19,546	$	(55,449	)	$	51,408

20

CATAMARAN CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CATAMARAN CORPORATION

Condensed Consolidated Statements of Cash Flows

(in thousands)

	Catamaran Corporation			Guarantors			Non-Guarantors			Consolidations			Consolidated
For the Three Months ended March 31, 2014
Cash flows from operating activities:
Net cash provided (used) by operating activities	$	43,878		$	419,040		$	(194,699	)	$	(132,543	)	$	135,676
Cash flows from investing activities:
Acquisitions, net of cash acquired	—			(2,026		)	—			—			(2,026		)
Purchases of property and equipment	(13		)	(4,833		)	(7,936		)	—			(12,782		)
Net cash used in investing activities	(13		)	(6,859		)	(7,936		)	—			(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	(66,269		)	(299,906		)	233,632			132,543			—
Distributions to non-controlling interest	—			—			(15,000		)	—			(15,000		)
Proceeds from restricted stock	18,185			(17,741		)	(444		)	—			—
Net cash provided (used) by financing activities	142,281			(316,458		)	218,188			132,543			176,554
Effect of foreign exchange on cash balances	52			—			—			—			52
Change in cash and cash equivalents	186,198			95,723			15,553			—			297,474
Cash and cash equivalents, beginning of period	15,090			350,889			21,262			—			387,241
Cash and cash equivalents, end of period	$	201,288		$	446,612		$	36,815		$	—		$	684,715

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CATAMARAN CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CATAMARAN CORPORATION

Condensed Consolidated Statements of Cash Flows

(in thousands)

	Catamaran Corporation			Guarantors			Non-Guarantors			Consolidations			Consolidated
For the Three Months ended March 31, 2013
Cash flows from operating activities:
Net cash provided (used) by operating activities	$	37,310		$	82,038		$	606		$	(56,649	)	$	63,305
Cash flows from investing activities:
Purchases of property and equipment	—			(25,243		)	—			—			(25,243		)
Proceeds from restricted cash	—			20,004			—			—			20,004
Net cash used by investing activities	—			(5,239		)	—			—			(5,239		)
Cash flows from financing activities:
Repayment of long-term debt	(100,000		)	—			—			—			(100,000		)
Proceeds from exercise of options	1,117			(325		)	(7		)	—			785
Tax benefit on option exercises	—			4,924			4			—			4,928
Payments of contingent consideration	—			(18,338		)	(4,865		)	—			(23,203		)
Net transactions with parent and affiliates	12,779			(75,992		)	6,564			56,649			—
Proceeds from restricted stock	20,759			(20,475		)	(284		)	—			—
Net cash (used) provided by financing activities	(65,345		)	(110,206		)	1,412			56,649			(117,490		)
Effect of foreign exchange on cash balances	4			—			—			—			4
Change in cash and cash equivalents	(28,031		)	(33,407		)	2,018			—			(59,420		)
Cash and cash equivalents, beginning of period	33,603			303,832			33,341			—			370,776
Cash and cash equivalents, end of period	$	5,572		$	270,425		$	35,359		$	—		$	311,356

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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 2013 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, 2014.

Caution Concerning Forward-Looking Statements

Certain statements included in this MD&A, 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; potential write-offs of goodwill or other intangible assets; and the material weakness identified in our internal control over financial reporting. 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 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.

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

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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.During the three months ended March 31, 2014 and 2013, pharmacies, excluding the Company's internally owned mail and specialty pharmacy locations, collected approximately $1.0 billion and $0.7 billion, respectively, in co-payments from the participants. 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 servicesand 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.

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

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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 customersthat 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, 2014 and 2013

Business trends

Our results for the three months ended March 31, 2014 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 positive trends we observed in the previous years, including the start of implementing the Cigna contract, have continued in 2014 to 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.

The ramp up of the Cigna contract, continued integration of Restat, and new client implementations during 2014 have driven overall growth in our top line 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. The average generic dispensing rate (GDR) or the number of generic prescriptions as a percentage of the total number of prescriptions dispensed for our PBM clients for the three months ended March 31, 2014 increased from the same period in 2013. This increase was achieved through a broad range of plan design solutions, helped considerably by a continuing wave of major generic releases. This trend is expected to continue throughout 2014.

Financial results

• Total revenue for the three months ended March 31, 2014 increased $1.7 billion or 52.6% to $4.9 billion as compared to $3.2 billion for the same period in 2013.

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• Adjusted prescription claim volume increased 50.6% to 100.0 million for the first quarter of 2014, as compared to 66.4 million for the first quarter of 2013. 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, 2014 increased $66.3 million or 26.7% to $314.7 million as compared to $248.4 million for the same period in 2013.

• Operating income increased $25.9 million, or 28.6%, for the three months ended March 31, 2014, to $116.8 million as compared to $90.9 million for the same period in 2013.

• The Company reported net income attributable to the Company of $63.4 million for the three months ended March 31, 2014, as compared to $51.4 million for the same period in 2013.

• Earnings per share (fully-diluted) attributable to the Company increased $0.06 or 24.0% to $0.31 in the three-month period ended March 31, 2014 as compared to $0.25 per share (fully-diluted) for the same period in 2013.

• Cash flow from operations increased $72.4 million or 114.3% to $135.7 million in the three-month period ended March 31, 2014 as compared to $63.3 million for the same period in 2013.

Business combinations

On October 1, 2013, the Company completed its previously announced acquisition of Restat, LLC, 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 Catamaran’s existing cash balance and $350.0 million in borrowings under its 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 order and specialty pharmacy services.

Recent developments

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, 2014. The Company will use the remainder of the net proceeds from this offering for general corporate purposes.

Results of Operations

Three months ended March 31, 2014 as compared to the three months ended March 31, 2013

	Three Months Ended March 31,
In thousands, except per share data	2014		2013
Revenue	$	4,914,479	$	3,219,716
Cost of revenue	4,599,817		2,971,344
Gross profit	314,662		248,372
SG&A	130,519		100,495
Depreciation of property and equipment	12,368		6,970
Amortization of intangible assets	54,986		50,056
Operating income	116,789		90,851
Interest and other expense, net	11,336		11,039
Income before income taxes	105,453		79,812
Income tax expense	28,108		23,028
Net income	77,345		56,784
Less: Net loss attributable to non-controlling interest	13,900		5,376
Net income attributable to the Company	$	63,445	$	51,408
Diluted earnings per share	$	0.31	$	0.25

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Revenue

Revenue increased $1.7 billion, or 52.6%, to $4.9 billion for the three months ended March 31, 2014 as compared to $3.2 billion for the three months ended March 31, 2013 as a result of an increase in the adjusted prescription claim volume of 50.6% to 100.0 million for the three months ended March 31, 2014 compared to 66.4 million for the same period in 2013. The increase in claim volume is mainly due to organic growth added through new customer implementations including the continued implementation of the previously announced Cigna contract as well as additional claim volume added due to the Restat acquisition.

Cost of Revenue

Cost of revenue increased $1.6 billion, or 54.8%, to $4.6 billion for the three months ended March 31, 2014 compared to $3.0 billion for the three months ended March 31, 2013. The increase for the three-month period is in line with the increase in revenues and is primarily due to increased PBM transaction volumes in 2014 as noted above in the revenue discussion, as well as the acquisition of Restat. During the three months ended March 31, 2014, the cost of prescriptions dispensed from the Company's PBM segment accounted for 97.6% 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 $66.3 million, or 26.7%, to $314.7 million for the three months ended March 31, 2014 as compared to $248.4 million for the same period in 2013. The increase during this period is mostly due to the successful implementation of new customer contracts in 2014, including the continued implementation of the Cigna contract. Gross profit decreased from 7.7% of revenue to 6.4% of revenueduring the three months ended March 31, 2014 as compared to the same period in 2013 mainly due to Cigna transactions carrying a significantly lower gross profit percentage as compared to the historical PBM business and comprising a larger proportion of revenue.

SG&A Costs

SG&A costs for the three months ended March 31, 2014 were $130.5 million as compared to $100.5 million for the three months ended March 31, 2013, an increase of $30.0 million, or 29.9%. The increase is mainly due to the addition of operating costs related to the Company's acquisition of Restat that were not present during the three months ended March 31, 2013, as well as additional resources added to support the implementation of the Cigna contract and 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 $6.4 million for the three months ended March 31, 2014 and March 31, 2013, respectively.

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 $12.4 million and $7.0 million for the three months ended March 31, 2014 and 2013, 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, 2014 mainly as a result of new asset purchases made by the Company in 2014 and 2013.

Amortization

Total amortization expense for the three months ended March 31, 2014 and 2013 was $55.0 million and $50.1 million, respectively, an increase of $4.9 million driven mainly by the amortization of intangible assets acquired in the acquisition of Restat. This increase was offset 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 are greater at the beginning of their useful lives and diminish over time. Amortization expense on all the Company’s intangible assets held as of March 31, 2014 is expected to be approximately $158.2 million for the remainder of 2014. 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 $0.3 million to $11.3 million for the three months ended March 31, 2014 from $11.0 million for the same period in 2013. This increase is mainly due to higher average principal amount of long-term debt outstanding, offset by a decline in the interest rate applicable to the Company's senior secured credit facility during Q1 2014 as compared to Q1 2013. The Company expects the interest expense to increase in future periods due to the issuance in March 2014 of $500.0 million aggregate principal amount of 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 $28.1 million for the three months ended March 31, 2014, representing an effective tax rate of 26.7%, as compared to $23.0 million, representing an effective tax rate of 28.9%, for the same period in 2013. The increase in tax expense during the three-month period ended March 31, 2014 was mainly due to higher taxable income as a result of new customer implementations as well as

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the acquisition of Restat. The Company's effective tax rate decreased during the three months ended March 31, 2014 primarily due to the mixture of taxable income amongst jurisdictions.

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, 2014 as compared to the three months ended March 31, 2013 (in thousands)

	PBM						HCIT						Consolidated
	2014			2013			2014			2013			2014			2013
Revenue	$	4,878,375		$	3,181,553		$	36,104		$	38,163		$	4,914,479		$	3,219,716
Cost of revenue	4,583,284			2,954,101			16,533			17,243			4,599,817			2,971,344
Gross profit	$	295,091		$	227,452		$	19,571		$	20,920		$	314,662		$	248,372
Gross profit %	6.0		%	7.1		%	54.2		%	54.8		%	6.4		%	7.7		%

PBM

Revenue was $4.9 billion for the three months ended March 31, 2014, an increase of $1.7 billion, or 53.3%, as compared to the same period in 2013. The increase is mainly due to organic growth which led to increased claim volume of 33.6 million, or an increase of 50.6% in the three months ended March 31, 2014, as compared to 66.4 million for the same period in 2013. Cost of revenue was $4.6 billion for the three months ended March 31, 2014 as compared to $3.0 billion for the same period in 2013. Cost of revenue has increased in line with the increase in PBM revenue and is driven by the increase in prescriptions processed. 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.

Gross profit increased $67.6 million or 29.7% to $295.1 million for the three months ended March 31, 2014 as compared to $227.5 million for the same period in 2013. The increase during this period is mostly due to the successful implementation of new customer contracts in 2014 which includes the continued implementation of the Cigna contract. Gross profit percentage was 6.0% and 7.1% for the three months ended March 31, 2014 and 2013, respectively. Gross profit percentage decreased for the three months ended March 31, 2014 as compared to the same period in 2013 due to Cigna transactions carrying a significantly lower gross profit percentage as compared to the historical PBM business, coupled with the significant volume associated with the Cigna business representing a large proportion of revenue.

HCIT

HCIT revenue decreased $2.1 million, or 5.4%, to $36.1 million for the three months ended March 31, 2014, as compared to $38.2 million for the same period in 2013. The decrease during the three months ended March 31, 2014 compared to the same period in 2013 is mainly due to a decrease in the professional services revenue. Cost of revenue decreased $0.7 million or 4.1% to $16.5 million for the three months ended March 31, 2014 compared to $17.2 million for the same period in 2013. The cost of revenue remained relatively flat during the three months ended March 31, 2014 and March 31, 2013 as HCIT costs are generally fixed and do not typically fluctuate directly with movements in transactions and revenues.

Gross profit decreased by $1.3 million, or 6.4%, to $19.6 million for the three months ended March 31, 2014 as compared to $20.9 million for the same period in 2013. The gross profit percentage was 54.2% for the three months ended March 31, 2014 as compared to 54.8% for the three months ended March 31, 2013. The decreases in gross profit was attributable to the revenue decrease discussed above.

Non-GAAP Measures

The Company reports its financial results in accordance with GAAP, but Company 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-month period ended March 31, 2014 and 2013.

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EBITDA Reconciliation	Three Months Ended March 31,
(in thousands)	2014			2013
	(unaudited)
Net income attributable to the Company (GAAP)	$	63,445		$	51,408
Add:
Depreciation of property and equipment	13,359			8,103
Amortization of intangible assets	54,986			50,056
Interest and other expense, net	11,336			11,039
Income tax expense	28,108			23,028
Adjustments related to non-controlling interest	(384		)	(92		)
EBITDA	$	170,850		$	143,542

EBITDA for the three months ended March 31, 2014 was $170.9 million, compared to $143.5 million for the same period of 2013. The increase during this period is mainly due to increased net income attributable to the Company as a result of increased revenue driven by new customer contract implementations during 2014. This was partially offset by increased costs incurred to support the Company's business growth and prior acquisitions.

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.

Below is a reconciliation of the Company's reported net income to Adjusted EPS for the three-month period ended March 31, 2014 and 2013.

Adjusted EPS Reconciliation
(in thousands, except per share data)
	Three Months Ended March 31,
	2014						2013
	Operational Results			Per Diluted Share			Operational Results			Per Diluted Share
	(unaudited)
Net income attributable to the Company (GAAP)	$	63,445		$	0.31		$	51,408		$	0.25
Amortization of intangible assets	54,986			0.26			50,056			0.24
Tax effect of reconciling item	(14,681		)	(0.07		)	(14,466		)	(0.07		)
Non-GAAP net income attributable to the Company	$	103,750		$	0.50		$	86,998		$	0.42

Adjusted EPS for the three months ended March 31, 2014 was $0.50 as compared to $0.42 in the corresponding period of 2013. The increase during the three months ended March 31, 2014 as compared to the same period in 2013 is mainly due to increased gross profit as a result of organic growth as discussed before, and was partially offset by increased costs incurred to support the Company's business growth and prior acquisitions.

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, 2014, under its Credit Agreement, the Company had approximately $981.3 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 in March 2021. 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 plans to use the remainder of the net proceeds from this offering for general corporate purposes. Due to the outstanding borrowings under the Credit Agreement and the recently issued 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 2014 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.

29

At March 31, 2014 and December 31, 2013, the Company had cash and cash equivalents totalling $684.7 million and $387.2 million, 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, 2014, cash and cash equivalents consist of cash on hand, deposits in banks, and bank term deposits with original maturities of 90 days or less.

As of March 31, 2014, 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, 2014 are as follows:

• Accounts receivable are comprised of trade accounts receivable primarily from the PBM segment's customers. Accounts receivable increased $171.8 million to $1.1 billion at March 31, 2014, from $959.6 million at December 31, 2013. The account receivables balance increased mainly due to an increase in revenue in Q1 2014 compared to Q4 2013 driven mainly by organic growth.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 $668.1 million at March 31, 2014 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 increased $362.1 million from $306.0 million at December 31, 2013 due to an increased volume of rebate eligible claims processed in 2014 as well as the timing of receipts from pharmaceutical manufacturers and third party administrators.

• 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 the principal contracting party with the pharmacy. Accounts payable increased $144.2 million to $962.0 million, from $817.8 million at December 31, 2013, 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 increased $362.6 million to $718.9 million from $356.3 million at December 31, 2013, due to higher rebate volume.

• Accrued liabilities are mainly comprised of customer deposits, salaries and wages payables, contingent consideration and other accrued liabilities related to operating expenses of the Company. Accrued liabilities increased by $41.4 million to $295.5 million at March 31, 2014 from $254.1 million at December 31, 2013. The increase was driven primarily by increased operating expenses of the Company.

Cash flows from operating activities

For the three months ended March 31, 2014, the Company generated $135.7 million of cash from operating activities, an increase of $72.4 million as compared to the amount of cash provided from operations for the same period in 2013. Cash from operating activities increased during the three months ended March 31, 2014 as compared to the same period in 2013 due to an increase in net income of $20.6 million, a net cash inflow of $23.5 million due to the increased volume and timing of receipts and payments associated with the Company's rebate program and a net cash inflow of $39.1 million due to the timing of receipts and payments on the Company's outstanding accounts receivable, 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, 2014, the Company used $14.8 million of cash from investing activities, an increase of $9.6 million as compared to $5.2 million of cash used during the three months ended March 31, 2013. This increase in cash used was driven by $20.0 million of proceeds of restricted cash in Q1, 2013 which decreased the cash used in investing activities in Q1 2013. This was offset by a decrease in the purchases of property and equipment of $12.5 million during Q1 2014 as compared to Q1 2013.

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Cash flows from financing activities

For the three months ended March 31, 2014, the Company generated $176.6 million of cash for financing activities an increase of $294.0 million as compared to a use of $117.5 million in cash from financing activities during the three months ended March 31, 2013. This increase 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.

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 notesto the unaudited consolidated financial statements for more information on the Credit Agreement.

In March 2014, the Company issued $500.0 million aggregate principal amount of 4.75% Senior Notes due 2021. The Company partially 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, 2014. As a result of the additional issued debt the interest expense and cash required to service its debt will increase in future periods.

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, 2014, there have been no significant changes to the Company’s contractual obligations as disclosed in its 2013 Annual Report on Form 10-K other than as disclosed below with respect to the required principal payments under the Credit Agreement and the Senior Notes.

	Payments due by period (in millions)
	Total		Less than one year		1-3 years		4-5 years		More than 5 years
Principal Repayment under the Credit Agreement*	$	981.3	$	56.3	$	175.0	$	750.0	$	—
Principal Repayment under Senior Notes**	$	500.0	$	—	$	—	$	—	$	500

*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 $481.3 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.

**The commitment amounts are exclusive of interest payments, which we expect to be approximately $23.8 million annually. The Company's debt obligations under the senior notes carry an interest rate of 4.75% and are due in March 2021. 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, 2014, the Company had 206,855,099 common shares outstanding, 1,652,237 stock options outstanding, 2,005,491 RSUs outstanding and425,160warrants outstanding. The options and warrants 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, 2014 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 2013 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 $481.3 million of the $981.3 million drawn under the Credit Agreement, as of March 31, 2014, 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, 2014, assuming a hypothetical 1% fluctuation in the interest rate of the loan, the Company's pre-tax income would vary by approximately $4.8 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 2013 Annual Report on Form 10-K. In the three months ended March 31, 2014, there have been no material changes in the Company's foreign exchange rate risk as disclosed in its 2013 Annual Report on Form 10-K.

ITEM 4. Controls and Procedures

We maintain a system of controls and procedures 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”), to ensure the Company's consolidated financial statements are prepared in accordance with generally accepted accounting principles and present fairly the Company's financial results of operations. As reported in our 2013 Annual Report on Form 10-K as of December 31, 2013, our management concluded that our internal control over financial reporting was not effective as a result of a material weakness related to ineffective general information technology controls ("GITCs") intended to ensure that access to applications and data, and the ability to place program changes into production for such applications and data, was adequately restricted to appropriate internal personnel. Due to this material weakness in internal control over financial reporting, our management concluded in our 2013 Form 10-K that our disclosure controls and procedures were ineffective as of December 31, 2013.

Management has taken steps to remediate the GITC material weakness, including enhancing its internal documentation and monitoring approach to ensure that all GITC procedures designed to restrict access to applications and data are operating in an optimal manner in order to provide management with comfort that access is properly limited to the appropriate internal personnel. Management began to implement these remedial steps during the first quarter of 2014 and expects that these steps will be substantially implemented and tested by June 30, 2014. In accordance with the Company’s internal control compliance program, the material weakness designation cannot be closed until the remediation processes have been operational for a period of time and successfully tested. As a result, because of the GITC material weakness in internal control over financial reporting disclosed in our 2013 Form 10-K, our CEO and CFO have concluded that our disclosure controls and procedures were ineffective as of March 31, 2014.

As a result of the material weakness identified, the Company assessed the material weakness's impact to the Company's consolidated financial statements to ensure they were prepared in accordance with generally accepted accounting principles and present fairly the Company's financial results of operation as of and for the three months ended March  31, 2014. Based on management's additional procedures and assessment, management concluded that the consolidated financial statements included in this Form 10-Q present fairly, in all material aspects, the Company's financial position, results of operations and cash flows for the periods presented.

32

Except as described above in regards to the remediation process, 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 our first fiscal quarter of 2014 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, 2013 includes a detailed discussion of certain material risk factors facing us. In the three months ended March 31, 2014, there have been no material changes from the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2013.

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

ITEM 6.    Exhibits

Exhibit Number	Description of Document	Reference
4.1	Indenture, dated as of March 6, 2014, between Catamaran Corporation and Wilmington Trust, National Association.	Incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3 filed March 6, 2014.
4.2	First Supplemental Indenture, dated as of March 12, 2014, among Catamaran Corporation, the subsidiary guarantors signatory thereto and Wilmington Trust, National Association.	Incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed March 12, 2014.
4.3	Form of 4.75% Senior Note due 2021 (included in Exhibit 4.2).	Incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed March 12, 2014.
10.1	Amendment No. 3 to Credit Agreement and Waiver, dated as of March 7, 2014, 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.
10.2†	Amended and Restated Employment Agreement, dated as of March 20, 2014, among Catamaran Corporation, Catamaran LLC and Mark A. Thierer.	Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 24, 2014.
10.3†	Amended and Restated Employment Agreement, dated as of March 20, 2014, among Catamaran Corporation, Catamaran LLC and Jeffrey Park.	Incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed March 24, 2014.
10.4†	Employment Agreement, dated as of February 12, 2012, between SXC Health Solutions, Inc. and Michael Shapiro.	Filed herewith.

34

10.5†		Form of Catamaran Corporation Restricted Stock Unit Award Agreement relating to the Catalyst Health Solutions, Inc. 2006 Stock Incentive Plan.	Filed herewith.
10.6†		Form of Catamaran Corporation Performance-Based Restricted Stock Unit Award Agreement relating to the Catalyst Health Solutions, Inc. 2006 Stock Incentive Plan.	Filed herewith.
10.7†		Form of Catamaran Corporation Stock Option Agreement for certain Employees, Non-Employee Directors and Service Providers.	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, 2014 and December 31, 2013, (ii) the Consolidated Statements of Operations for the three months ended March 31, 2014 and 2013, (iii) the Consolidated Statements of Comprehensive Income for the three months ended March 31, 2014 and 2013, (iv) the Consolidated Statements of Cash Flows for the three months ended March 31, 2014 and 2013, (v) the Consolidated Statements of Shareholders' Equity for the three months ended March 31, 2014 and 2013, and (vi) the notes to the Unaudited Consolidated Financial Statements.	Filed herewith.
†	Indicates management contract or compensatory plan

35

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 2, 2014	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)

36

EXHIBIT INDEX

Exhibit Number	Description of Document	Reference
4.1	Indenture, dated as of March 6, 2014, between Catamaran Corporation and Wilmington Trust, National Association.	Incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3 filed March 6, 2014.
4.2	First Supplemental Indenture, dated as of March 12, 2014, among Catamaran Corporation, the subsidiary guarantors signatory thereto and Wilmington Trust, National Association.	Incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed March 12, 2014.
4.3	Form of 4.75% Senior Note due 2021 (included in Exhibit 4.2).	Incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed March 12, 2014.
10.1	Amendment No. 3 to Credit Agreement and Waiver, dated as of March 7, 2014, 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.
10.2†	Amended and Restated Employment Agreement, dated as of March 20, 2014, among Catamaran Corporation, Catamaran LLC and Mark A. Thierer.	Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 24, 2014.
10.3†	Amended and Restated Employment Agreement, dated as of March 20, 2014, among Catamaran Corporation, Catamaran LLC and Jeffrey Park.	Incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed March 24, 2014.
10.4†	Employment Agreement, dated as of February 12, 2012, between SXC Health Solutions, Inc. and Michael Shapiro.	Filed herewith.
10.5†	Form of Catamaran Corporation Restricted Stock Unit Award Agreement relating to the Catalyst Health Solutions, Inc. 2006 Stock Incentive Plan.	Filed herewith.
10.6†	Form of Catamaran Corporation Performance-Based Restricted Stock Unit Award Agreement relating to the Catalyst Health Solutions, Inc. 2006 Stock Incentive Plan.	Filed herewith.
10.7†	Form of Catamaran Corporation Stock Option Agreement for certain Employees, Non-Employee Directors and Service Providers.	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.

37

101		Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as of March 31, 2014 and December 31, 2013, (ii) the Consolidated Statements of Operations for the three months ended March 31, 2014 and 2013, (iii) the Consolidated Statements of Comprehensive Income for the three months ended March 31, 2014 and 2013, (iv) the Consolidated Statements of Cash Flows for the three months ended March 31, 2014 and 2013, (v) the Consolidated Statements of Shareholders' Equity for the three months ended March 31, 2014 and 2013, and (vi) the notes to the Unaudited Consolidated Financial Statements.	Filed herewith.
†	Indicates management contract or compensatory plan

38

EX-10.1

Exhibit 10.1
EXECUTION VERSION

AMENDMENT NO. 3 TO CREDIT AGREEMENT AND WAIVER

This Amendment No. 3 to Credit Agreement and Waiver (this “Amendment”) is entered into as of March 7, 2014 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 the Credit Agreement and waive certain provisions thereof 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)    Section 6.13 of the Credit Agreement is hereby deleted and replaced with the following:

LuxCo. The Borrower shall (a) not permit LuxCo to own any assets, engage in any business activity or have any liabilities other than (i) assets, activities and liabilities in connection with any LuxCo Transaction and (ii) activities incidental to the maintenance of its corporate existence and, in any event, shall not permit LuxCo to incur any Indebtedness except in connection with any LuxCo Transaction, Indebtedness under the Credit Documents and Indebtedness in respect of Guarantees of senior unsecured notes which are issued by the Borrower and permitted by Section 6.01 and (b) cause LuxCo to at all times after its formation be a direct Wholly-Owned Subsidiary.

2.    Waiver. The Lenders hereby waive any Default arising out of a breach by the Borrower of any obligation it may previously have had under Section 5.09(b) of the Credit Agreement to cause one or more Subsidiaries which are not Subsidiary Guarantors to take the actions described in subsections 5.09(b)(i) – (iii) of the Credit Agreement; provided, however, that such waiver shall expire ten (10) Business Days after the Effective Date (or such greater number of days to which the Administrative Agent may agree) unless by such time the Borrower shall have caused the Subsidiaries identified on Schedule 1 hereto to take all such actions.

3.    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

(c)    After giving effect to this Amendment, no Default has occurred and is continuing.

4.    Effective Date. This Amendment shall become effective upon the execution and delivery hereof by the Borrower, the Administrative Agent and the Required Lenders (without respect to whether it has been executed and delivered

- 1 -

by all the Lenders); provided that Sections 1 and 2 hereof shall not become effective until the date (the “Effective Date”) when the following additional condition has also been satisfied:

(a)    The execution and delivery by the Borrower and the Subsidiary Guarantors of an Affirmation of Guaranties and Collateral Documents in substantially the form of Exhibit A hereto.

In the event the Effective Date has not occurred on or before March 14, 2014, Sections 1 and 2 hereof shall not become operative and shall be of no force or effect.

5.    Reference to and Effect Upon the Credit Agreement.

(a)    Except as specifically amended or waived 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.

6.    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.

7.    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.

8.    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.

9.    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 manually executed counterpart hereof.

[signature pages follow]

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

CATAMARAN CORPORATION, as Borrower

By /s/ Mark Alan Thierer

Name: Mark Alan Thierer
Title: Chairman & Chief Executive Officer

[Signature Page to Amendment No. 3 to Credit Agreement]

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

By	/s/ Lisa Whatley
Name:	Lisa Whatley
Title:	Senior Vice President

[Signature Page to Amendment No. 3 to Credit Agreement]

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

By	/s/ Yinghua Zhang
Name:	Yinghua Zhang
Title:	Vice President

[Signature Page to Amendment No. 3 to Credit Agreement]

Citibank, N.A., as a Lender

By	/s/ Laura Fogarty
Name:	Laura Fogarty
Title:	Vice President

FIFTH THIRD BANK, as a Lender

By	/s/ Nathaniel E. Sher
Nathaniel E. (Ned) Sher
Vice President

[Signature Page to Amendment No. 3 to Credit Agreement]

PNC Bank, National Association, as a Lender

By	/s/ Patrick Flaherty
Name:	Patrick Flaherty
Title:	Vice President

PNC BANK CANADA BRANCH, as a Lender

By	/s/ Caroline Stade
Name:	Caroline Stade
Title:	Senior Vice President

By	/s/ Bill Hines
Name:	Bill Hines
Title:	SVP & Principal Officer

[Signature Page to Amendment No. 3 to Credit Agreement]

Royal Bank of Canada, as a Lender

By	/s/ Scott MacVicar
Name:	Scott MacVicar
Title:	Authorized Signatory

[Signature Page to Amendment No. 3 to Credit Agreement]

SunTrust Bank, as a Lender

By	/s/ Baerbel Freudenthaler
Name:	Baerbel Freudenthaler
Title:	Director

[Signature Page to Amendment No. 3 to Credit Agreement]

BARCLAYS BANK PLC, as a Lender

By	/s/ Gregory Fishbein
Name:	Gregory Fishbein
Title:	Assistant Vice President

[Signature Page to Amendment No. 3 to Credit Agreement]

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender

By	/s/ Thomas Randolph
Name:	Thomas Randolph
Title:	Managing Director

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender

By	/s/ John Bosco
Name:	John Bosco
Title:	Vice President

[Signature Page to Amendment No. 3 to Credit Agreement]

MIZUHO BANK, LTD., as a Lender

By	/s/ Bertram H. Tang
Name:	Bertram H. Tang
Title:	Authorized Signatory

[Signature Page to Amendment No. 3 to Credit Agreement]

TD BANK, N.A., as a Lender

By	/s/ Todd Antico
Name:	Todd Antico
Title:	Senior Vice President

[Signature Page to Amendment No. 3 to Credit Agreement]

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

By	/s/ Scott O’Connell
Name:	Scott O’Connell
Title:	Director

[Signature Page to Amendment No. 3 to Credit Agreement]

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

By	/s/ Kirk Tesch
Name:	Kirk Tesch
Title:	Director

[Signature Page to Amendment No. 3 to Credit Agreement]

U.S. BANK, NATIONAL ASSOCIATION, as a Lender

By	/s/ Joseph M. Schnorr
Name:	Joseph M. Schnorr
Title:	Senior Vice President

U.S. BANK, NATIONAL ASSOCIATION, Canadian Branch, as a Lender

By	/s/ Joseph Rauhala
Name:	Joseph Rauhala
Title:	Principal Officer

[Signature Page to Amendment No. 3 to Credit Agreement]

KayBank National Association, as a Lender

By	/s/ Sanya Valeva
Name:	Sanya Valeva
Title:	Senior Vice President

[Signature Page to Amendment No. 3 to Credit Agreement]

CREDIT SUISSE AG, Cayman Islands Branch, as a Lender

By	/s/ Christopher Day
Name:	Christopher Day
Title:	Authorized Signatory

By	/s/ Jean-Marc Vauclair
Name:	Jean-Marc Vauclair
Title:	Authorized Signatory

[Signature Page to Amendment No. 3 to Credit Agreement]

BRANCH BANKING & TRUST COMPANY, as a Lender

By	/s/ Gregory J. Oliver
Gregory J. Oliver
Senior Vice President

[Signature Page to Amendment No. 3 to Credit Agreement]

THE NORTHERN TRUST COMPANY, as a Lender

By	/s/ Daniel J. Boote
Name:	Daniel J. Boote
Title:	Senior Vice President

[Signature Page to Amendment No. 3 to Credit Agreement]

Morgan Stanley Bank, N.A., as a Lender

By	/s/ Alice Lee
Name:	Alice Lee
Title:	Authorized Signatory

[Signature Page to Amendment No. 3 to Credit Agreement]

Capital One, N.A. as a Lender

By	/s/ Gina Monette
Name:	Gina Monette
Title:	Vice President

[Signature Page to Amendment No. 3 to Credit Agreement]

The Bank of East Asia, Ltd., New York Branch, as a Lender

By	/s/ Kitty Sin
Name:	Kitty Sin
Title:	SVP

By	/s/ Danny Leung
Name:	Danny Leung
Title:	SVP & COO

[Signature Page to Amendment No. 3 to Credit Agreement]

MANUFACTURERS BANK, as a Lender

By	/s/ Charles Jou
Name:	Charles Jou
Title:	Vice President

[Signature Page to Amendment No. 3 to Credit Agreement]

TAIWAN COOPERATIVE BANK, LOS ANGELES BRANCH, as a Lender

By	/s/ Li-Hua Huang
Name:	Li-Hua Huang
Title:	VP&GM

[Signature Page to Amendment No. 3 to Credit Agreement]

FIRST NATIONAL BANK OF OMAHA, as a Lender

By	/s/ Andrew Wong
Name:	Andrew Wong
Title:	Director

[Signature Page to Amendment No. 3 to Credit Agreement]

EXHIBIT A

AFFIRMATION OF GUARANTY AND COLLATERAL DOCUMENTS

Each of the undersigned (i) acknowledges receipt of a copy of that certain Amendment No. 3 to Credit Agreement and Waiver dated as of the date hereof (the “Amendment”) amending that certain Credit Agreement dated as of July 2, 2012 (the “Credit Agreement”) referred to therein, (ii) consents to the Amendment and each of the transactions referenced therein, (iii) hereby reaffirms its obligations under the Parent Guaranty, the Subsidiary Guaranty and each other Collateral Document to which it is a party (including, without limitation all grants of a security interest in its property contained therein), as applicable, and (iv) agrees that all references in any such other Credit Document to the “Credit Agreement” shall mean and be a reference to the Credit Agreement as amended by the Amendment. Capitalized terms used herein, but not otherwise defined herein, shall have the meanings ascribed to such terms in the Credit Agreement, as amended by the Amendment.

Dated as of March [__], 2014

[signature page follows]

CATAMARAN CORPORATION

By

Name:

Title:

CATAMARAN LLC (successor by conversion to Catamaran inc.)

By

Name:

Title:

CATAMARAN PBM OF ILLINOIS, INC.

By

Name:

Title:

CATAMARAN HEALTH SOLUTIONS, LLC

By

Name:

Title:

CATAMARAN PBM OF MARYLAND, INC.

By

Name:

Title:

CATAMARAN PBM OF ILLINOIS II, INC.

By

Name:

Title:

COALITION FOR ADVANCED PHARMACY SERVICES, LLC

By

Name:

Title:

CATAMARAN S.Á.R.L.

By

Name:

Title:

CATAMARAN HOLDINGS I, LLC

By

Name:

Title:

RESTAT, LLC

By

Name:

Title:

SCHEDULE 1

REQUIRED SUBSIDIARY GUARANTORS

1. Catamaran PBM of Colorado, LLC (f/k/a HealthTran LLC)

2. Catamaran Rx CHSS, LLC (f/k/a Catalyst Rx CHSS, LLC)

3. Catamaran PBM of Pennsylvania, LLC (f/k/a FutureScripts, LLC)

4. Catamaran Rebate Management, Inc. (f/k/a Catalyst Rx Rebate Management, Inc.)

5. BriovaRx of Maine, Inc. (f/k/a Portland Professional Pharmacy Associates)

6. BriovaRx, LLC (f/k/a MedfusionRx, LLC)

EX-10.4

Exhibit 10.4

EMPLOYMENT AGREEMENT

This Employment Agreement ("Agreement"), effective as of the date that the last signatory to the Agreement signs below, is entered into by and between Michael Shapiro ("Employee") and SXC Health Solutions, Inc., (collectively, the "Company").

RECITALS

A.     The Company wishes to employ Employee, and Employee wishes to be employed by the Company, as its Senior Vice President, Finance and desires to accept employment with the Company under the terms and conditions set forth in this Agreement.

B.     In order to induce the Employee to enter into this Agreement, and to incentivize and reward Employee's continued effort, loyalty and commitment to the Company, concurrent with the execution and delivery of this Agreement the Company expresses its intention to grant to the Employee stock options to purchase 6,000 shares of SXC Health Solutions Corp., the Company's parent, and 2,000 restricted stock units ("RSUs") issuable in common stock of SXC Health Solutions Corp. and 2,000 Performance Based Restricted Stock Units ("PBRSUs"), issuable in common stock of SXC Health Solutions Corp. The Option and RSU grants are contingent upon approval by SXC Health Solutions Corp.'s Board of Directors and are subject to the terms of the Company's insider trading policy and the Company's Long Term Incentive Plan. The stock options and RSU amounts referenced in this section are post stock split.

C.     Employee acknowledges that as a member of the Company's senior management team, Employee is one of the persons charged with responsibility for the implementation of the Company's business plans, and that Employee is one of only a few employees who will have regular access to various confidential and/or proprietary information relating to the Company. Further, Employee acknowledges that Employee's covenants to the Company hereinafter set forth, are being made in partial consideration of the Company's willingness to employ Employee under the terms and conditions set forth in this Agreement. As a condition of that employment, the Company requires that this Agreement be entered into pursuant to which Employee furnishes the Company with, among other things, certain covenants of Employee, including: Employee's covenants not to disclose the Company's confidential and proprietary information, non-competition, and non-solicitation of employees and customers for a reasonable amount of time. Employee acknowledges that Employee's covenants to the Company hereinafter set forth, are being made in partial consideration to the Company's agreeing to employ and to have him serve as the Senior Vice President, Strategic Initiatives, the compensation set forth within, and the Company's grant of stock options to purchase shares of common stock of SXC Health Solutions Corp., restricted stock units ("RSUs") and performance based RSU's ("PBRSU's").

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals, and the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the parties hereby agree as follows:

ARTICLE I

EMPLOYMENT RELATIONSHIP

1.1     Employment. Subject to the terms and conditions of this Agreement, the Company hereby agrees to employ Employee to serve its as Senior Vice President, Finance, and Employee hereby accepts such employment, and agrees to perform his duties and responsibilities to the best of Employee's abilities in a diligent, trustworthy, businesslike and efficient manner.

1.2 Duties. The Employee shall be the Company's Senior Vice President, Finance, Employee shall report to the EVP & CFO, or as otherwise directed. The Employee will work out of the Lisle office immediately upon hire.

1.3     Exclusive Employment. While employed by the Company hereunder, Employee covenants to the Company that he/she will devote his/her entire business time, energy, attention and skill to the Company (except for permitted Paid Time Off (PTO) periods and reasonable periods of illness or other incapacity), and use his/her good faith best efforts to promote the interests of the Company. The foregoing shall not be construed as prohibiting Employee from spending such time as may be reasonably necessary to attend to Employee's personal affairs and investments so long as such activities do not conflict or interfere with Employee's obligations and/or timely performance of his/her duties to the Company.

1.4     Employee Representations and Warranties as to Employability. Employee hereby represents and warrants to the Company that:

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(a)     The execution, delivery and performance by Employee of this Agreement and any other agreements contemplated hereby to which Employee is a party do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Employee is a party or by which he/she is bound;

(b) Employee is not a party to or bound by any employment agreement, non-competition agreement or confidentiality agreement with any other person or entity (or if a party to such an agreement, Employee has provided a copy of such agreement to the Company prior to execution of this agreement);

(b)     The Company has not requested or received, directly or indirectly, expressly or implicitly, that Employee use or disclose the trade secrets or other confidential information of any prior employer or other third party, and Employee warrants that he will not use or disclose such information;

(c)     Upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Employee, enforceable in accordance with its terms; and

(d)     Employee hereby acknowledges and represents that he/she has been given the opportunity to consult with independent legal counsel regarding Employee's rights and obligations under this Agreement and that he/she fully understands the terms and conditions contained herein.

ARTICLE II

PERIOD OF EMPLOYMENT

2.1     Employment Period. Employee's employment hereunder shall commence on or about February 20, 2012 or as otherwise agreed upon by you and the Company's EVP & CFO, and shall continue hereunder until the date fixed by the provisions of Section 2.2 hereof, subject to the early termination provisions of Article V hereof (the "Employment Period").

2.2     Initial Term of Employment Period and Extension Terms. The Employment Period shall initially continue for a term commencing on the date set forth in Section 2.1, above, and end on December 31, 2012 (the "Initial Term"). The Employment Period shall be automatically extended for successive one (1) calendar year periods following the expiration of the Initial Term (each period being hereinafter referred to as an "Extension Term") upon the same terms and conditions provided for herein unless either party provides the other party with advance written notice of its or Employee's intention not to extend the Employment Period; provided, however, that such notice must be delivered by the non-extending party to the other party not later than sixty (60) days prior to the expiration of the Initial Term or any Extension Term, as the case may be. If the Employment Period is not extended as a result of notice to Employee by the Company, and Employee's employment with the Company terminates as a result thereof, then Employee's termination shall be a treated as a Termination by the Company Without Cause for the purposes of Section 5.2 hereof.

ARTICLE III

COMPENSATION

3.1     Annual Base Compensation. During the Employment Period the Company shall pay to Employee an annual base salary (the "Annual Base Compensation") in the amount of two hundred sixty thousand dollars ($260,000). The Annual Base Compensation shall be paid in regular installments in accordance with the Company's regular payroll practices, and shall be subject to all required federal, state and local withholding taxes. Employee's Annual Base Compensation shall be reviewed annually by the Company's CEO and President and the Compensation Committee of the Company's Board of Directors. Any modifications to the Annual Base Compensation are subject to approval by the Company's Board of Directors, and any such modified amount shall become the Annual Base Compensation hereunder.

3.2     Employee Performance Bonus. In respect of each calendar year falling within the Employment Period, Employee shall be eligible to earn an incentive compensation bonus, depending upon the achievement of the Company's and Employee's performance objectives (the "Incentive Compensation Bonus"). The amount of the Incentive Compensation Bonus shall be targeted at fifty percent (50%) of the Employee's Annual Base Compensation (which will not be prorated for fiscal year 2012), with the specific percentage determined by the Company's Board of Directors after the close of the Company's fiscal year (December 31). The Incentive Compensation Bonus, if any, shall be paid to Employee at the same time other members of the Senior Executive Team are paid their respective incentive compensation bonuses, but no later than March 15 following the close of the Company's fiscal year. If the Employee's employment terminates during the calendar year due to Termination without Cause (5.4.(d)) or a Termination Arising Out of a Change of Control (5.4.(e)), the Employee shall receive a pro rata amount of the Incentive Compensation Bonus that Employee would have received if Employee remained employed throughout the calendar year. If Employee employment terminates during the calendar year for any other reason, then no Incentive Compensation Bonus shall be paid to Employee for the

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calendar year in which the termination occurred. To the extent practicable, the Company will notify Employee of Employee's performance objectives for the year in January of that year.

3.3 Expenses. During the Employment Period, Employee shall be entitled to reimbursement of all business expenses reasonably incurred in the performance of Employee's duties for the Company, including reasonable travel-related expenses, upon submission of all receipts and accounts with respect thereto, and approval by the Company thereof, in accordance with the then current business expense reimbursement policies of the Company.

3.4      Paid Time Off. Employee shall be entitled to accrue approximately 24 days (7.38) hours per pay period up to 192 hours) over the course of the calendar year Paid Time Off in accordance with the Company's then current Paid Time Off policy. Future accruals will be subject to the Paid Time-Off Policy.

3.5     Insurance. During the Employment Period Employee shall be eligible to participate in the Company's insurance programs on terms and conditions no less favorable than those made available generally to other similarly situated Employees, as such programs may be revised from time to time. Employee shall be provided with life insurance in the amount of 2.5 times Employee's annual base compensation up to a maximum of five hundred thousand dollars ($500,000), contingent on insurance company approval, commencing the first day of the month following your first day of employment. Employee shall also be provided with additional executive group life insurance in the amount of five hundred thousand dollars ($500,000), contingent on insurance company approval, commencing on the first day of the month following your first day of employment.

3.6     Retirement Plan. Employee shall be eligible to participate in the Company's retirement plans, including its 40l(k) plans, deferred compensation, executive supplemental long term disability, and any other plans made available to comparably situated employees, subject to the terms and provisions in the respective Plan Documents of such Plans.

3.7     Grant of Stock OptionsIRestricted Stock Units

3.71 (a) Grant Of Stock Options

Upon the commencement of the Initial Term, Employee shall be granted options ("Options") to purchase 6,000 shares of common stock of SXC Health Solutions Corp. The grants of Options provided by Section 3.71(a) are contingent upon approval by SXC Health Solutions Corp.'s Board of Directors. The Options shall be subject to the Company's current Stock Option Plan. The options shall vest in one-fourth increments annually, commencing on the anniversary date of the grant. These options are post stock split.

b. Except as otherwise provided in Section 5.2(e) of this Agreement, once vested, the

Options shall have a five (5) year life.

3.72     Grant of Restricted Stock Units

Employee shall be granted 2,000 restricted stock units ("RSUs") issuable in common stock of SXC Health Solutions Corp. The grants of RSUs provided by Section 3.72 are contingent upon approval by SXC Health Solutions Corporation's Board of Directors. The RSUs shall be subject to the Company's current Long Term Incentive Plan. The RSUs shall vest in one-fourth increments annually, commencing on the anniversary date of the grant." These RSU's are post stock split.

3.73     Grant of Performance Based Restricted Stock Units

Employee is eligible for 2,000 Performance Based Restricted Stock Units ("PBRSUs"), issuable in common stock of SXC Health Solutions Corp. These PBRSUs are contingent upon meeting performance metrics for employee's business unit as determined by CEO. The grants of PBRSUs provided by Section 3.73 are contingent upon approval by SXC Health Solutions Corporation's Board of Directors. The PBRSUs shall be subject to the Company's current Long Term Incentive Plan. These PBRSU's are post stock split.

3.74     Effect of Change of Control on Equity Grants

Upon a Change of Control (defined below), all unvested units of equity in the Company held by Employee, including stock options and restricted stock units, whether granted in this Agreement or by separate agreement or document, shall immediately vest.

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3.8     Long Term Incentive Plan Employee shall be permitted to participate in the Company's Long Term Incentive Plan in the same manner as the Company's other Senior Vice Presidents, with future annual grants based on Employee's performance as determined by the Company's Chief Executive Officer and approved by the Company's Board of Directors.

3.9     Other Fringe Benefits. During the Employment Period, Employee shall be entitled to receive such of the Company's other fringe benefits as are being provided to other employees of the Company on the Senior Executive Team.

3.10     Vehicle Allowance. Employee shall receive a car Allowance in the amount of $230.76 paid biweekly for Employee's use of a personal automobile for business use ("Vehicle Allowance"). The Vehicle Allowance shall be subject to all required federal, state, and local withholding.

3.11     Relocation Package. Upon Executive's relocation of his primary residence to the Lisle area, the Company will provide to Executive a relocation package in accordance with the then­ current SXC Relocation Policy & Procedures, up to a maximum of $50,000. These relocation reimbursements may be subject to required taxes. If the Executive leaves the company on their own accord prior to completing one year of service, executive agrees to pay SXC back the relocation assistance payout in full. SXC reserves the right to withhold future compensation against this relocation assistance. Relocation must be completed in the first year of employment.

ARTICLE IV

COVENANTS OF EMPLOYEE

4.1     Covenants Regarding Developments. Employee agrees as follows with regard to any developments that relate to the Company's business or Confidential and Proprietary Information (defined below), or that Employee conceives, makes, develops or acquires, including, but not limited to, any trade secrets, discoveries, inventions, improvements, ideas, programs, formulas, diagrams, designs, plans and drawings, whether or not reduced to writing, patented, copyrighted or trademarked ("Developments"):

(a)     Employee shall promptly and fully disclose all Developments to the Company, and shall prepare, maintain, and make available to the Company adequate and current written records of such Developments and all modifications, research, and studies made or undertaken by Employee with respect thereto.

(b)     All Developments and related records shall become and remain the exclusive property of the Company and, to the extent Employee has any rights thereto, Employee hereby assigns all such rights, title, and interest to the Company.

(c)     Upon request by the Company, Employee, at any time, whether during or after Employee's employment by the Company, shall execute, acknowledge and deliver to the Company all assignments and other documents which the Company deems necessary or desirable to: (i) vest the Company with full and exclusive right, title, and interest to such Developments, and (ii) enable the Company to file and prosecute an application for, or acquire, maintain or enforce, all letters of patent, trademark registrations, and copyrights covering such Developments.

(d)     Section 4.1 does not apply to any Developments for which no equipment, supplies, facility or trade secret information of the Company was used, and which were developed entirely on Employee's own time, unless the Developments: (i) relate to the Company's business or to its actual or demonstrably anticipated research or development, or (ii) result from any work performed by Employee for the Company.

4.2     Ownership and Covenant to Return Documents, etc. Employee agrees that all Company work product and all documents or other tangible materials (whether originals, copies or abstracts), including without limitation, price lists, quotation guides, outstanding quotations, books, records, manuals, files, sales literature, training materials, customer records, correspondence, computer disks or print-out documents, contracts, orders, messages, phone and address lists, invoices and receipts, and all objects associated therewith, which in any way relate to the business or affairs of the Company either furnished to Employee by the Company or are prepared, compiled or otherwise acquired by Employee during the Employment Period, shall be the sole and exclusive property of the Company. Employee shall not, except for the use of the Company, use, copy or duplicate any of the aforementioned documents or objects, nor remove them from the facilities of the Company, nor use any information concerning them except for the benefit of the Company, either during the Employment Period or thereafter. Employee agrees that Employee

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will deliver all of the aforementioned documents and objects that may be in Employee's possession to the Company on the termination of Employee's employment with the Company, or at any other time upon the Company's request.

4.3     Nondisclosure Covenant. Employee recognizes that by virtue of Employee's employment with the Company, Employee will be granted otherwise prohibited access to trade secrets and other confidential and proprietary information that is not known to its competitors or within the industry generally, that was developed by the Company over a long period of time and/or at substantial expense, and which is confidential in nature or otherwise of great competitive value to the Company. This information ("Confidential and Proprietary Information") includes, but is not limited to, the Company's trade secrets; information relating to the Company's production practices and methods of doing business; sales, marketing, and service strategies, programs, and procedures; contract expiration dates, customers and prospective customers, including, but not limited to, their particularized requirements and preferences, and the identity, authority, and responsibilities of their key contact persons; payment methods; service and product costs; pricing structures and incentive plans; vendors; financial position and business plans; computer programs and databases; research projects; new product and service developments; and any other information of the Company or any of its vendors or customers that the Company informs Employee, or which Employee should know by virtue of Employee's position or the circumstances in which Employee learned it, is to be kept confidential. Confidential and Proprietary Information does not include information that is (i) in the public domain (except as a result of a breach of this Agreement or Employee's obligations under a statutory or common law obligation) or (ii) obtained by Employee from a third party subsequent to the termination of Employee's employment with the Company (except where the third party obtains the information in violation of a contractual obligation, a statutory or common law obligation). Employee agrees that during the Employment Period and at all times thereafter (a) Employee will not disclose, use or permit others to use any Confidential and Proprietary Information, or otherwise make use of any of it for Employee's own purposes or the purposes of another, except as required in the course of Employee's employment for the benefit of the Company or as required by law, and (b) Employee will take all reasonable measures, in accordance with the Company's policies, procedures, and instructions, to protect the Confidential and Proprietary Information from any accidental or unauthorized disclosure or use.

4.4     Noninterference Covenant. Employee agrees that during the Employment Period and for the Restricted Period, Employee will not, for any reason, directly or indirectly solicit, hire, or otherwise do any act or thing which may induce any other employee of the Company (who is employed by the Company at the end of the Employee's employment with the Company) to leave the employ of the Company. "Restricted Period" means (i) the Employment Period and (ii) the one (1) year period following the termination of Employee's employment.

4.5     Covenant of Nonsolicitation of Customers. Employee acknowledges the Company's legitimate interest in protecting its customers for a reasonable period of time following the termination of Employee's employment. Accordingly, Employee agrees that during the Restricted Period, Employee will not: (a) directly or indirectly, solicit or accept business from, any Customer, where such business, products or services would be competitive with the Company's business, products or services, as described in Section 4.6, or (b) do any act or thing which may interfere with or adversely affect the relationship (contractual or otherwise) of the Company with any Customer or vendor of the Company or induce any such Customer or vendor to cease doing business with the Company. For purposes of this paragraph, the term "Customer" means (i) a customer of the Company to which Employee sold or provided the Company's products or services at any time during the two (2) year period immediately preceding the termination of Employee's employment, (ii) any entity for which Employee orchestrated, developed, supervised, coordinated or participated in marketing strategy, marketing plans and marketing campaigns on behalf of the Company at any time during the two (2) year period immediately preceding the termination of Employee's employment, or (iii) any entity as to which Employee acquired Confidential and Proprietary Information at any time during Employee's employment with the Company.

4.6     Covenant Not to Compete. Employee expressly acknowledges that (i) the Company is and will be engaged in the business of providing pharmacy benefit management services, healthcare transaction processing services, and information technology solutions to the pharmaceutical industry, including without limitation: (x) pharmacy benefit services and analytics software and related ASP services, including claims processing, pharmacy networks, data warehousing and information analysis, rebate contracting and formulary management, clinical initiatives, mail order pharmacy services, and consumer web services; (y) pharmacy practice management and point of sale (POS) systems for retail pharmacy (independents and chains), institutional/nursing home pharmacy, and high-volume mail order pharmacy; and (z) specialty pharmacy products and services; (ii) Employee is one of a limited number of persons who has extensive knowledge and expertise relevant to the businesses of the Company; (iii) Employee's performance of his services for the Company hereunder will afford Employee full and complete access to and cause Employee to become highly knowledgeable about the Company's Confidential and Proprietary Information; (iv) the agreements and covenants contained in this section 4.6 are essential to protect the business and goodwill of the Company, because, if Employee enters into any activities competitive with the business of the Company, Employee will cause substantial harm to the Company; (v) Employee will be exposed to the Company's largest customers; (vi) the business territory of the Company at the time this Agreement was entered into constitutes the United States and Canada ("Business Territory"); and (vii) Employee's covenants to the Company set forth in this section 4.6 are being made in consideration of the Company's willingness to employ him. Accordingly, Employee herby agrees that during the Restricted Period, Employee shall not, within the Business Territory, directly or indirectly own any interest in, invest in, lend to, borrow from, manage, control, participate in, consult with, become employed by, render

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services to, or in any other manner whatsoever engage in any business which is competitive with any business actively being engaged in by the Company or actively (and demonstrably) being considered by the Company for entry into on the date of the termination of Employee's employment with the Company. The preceding to the contrary notwithstanding, Employee shall be free to make investments in the publicly traded securities of any corporation, provided that such investments do not amount to more than 1% of the outstanding securities of any class of such corporation.

4.7.     Remedies for Breach. Employee recognizes that the rights and privileges granted to Employee by this Agreement, and Employee's corresponding covenants to the Company, are of a special, unique, and extraordinary character, the loss of which cannot reasonably or adequately be compensated for in damages in any action at law or through the offset or withholding of any monies to which Employee might be entitled from the Company. Accordingly, Employee understands and agrees that the Company shall be entitled to equitable relief, including a temporary restraining order and preliminary and permanent injunctive relief, to prevent or enjoin a breach of this Agreement. Employee also understands and agrees that any such equitable relief shall be in addition to, and not in substitution for, any other relief to which the Company may be entitled.

ARTICLE V TERMINATION

5.1     Termination and Triggering Events. Notwithstanding anything to the contrary elsewhere contained in this Agreement, the Employment Period shall terminate at the expiration of the Initial Term or any Extension Term upon notice as provided in Section 2.2, or prior to the expiration of the Initial Term or any Extension Term upon the occurrence of any of the following events (individually referred to as a "Triggering Event"): (a) Employee's death; (b) Employee's Total Disability; (c) Employee's Resignation; (d) Termination by the Company for Cause; (e) Termination by the Company Without Cause; or (f) Termination Arising Out of a Change of Control.

5.2     Rights Upon Occurrence of a Triggering Event. Subject to the provisions of Section 5.3 hereof, the rights of the parties upon the occurrence of a Triggering Event prior to the expiration of the Initial Term or any Extension Term shall be as follows:

(a)     Death. Total Disability, Resignation, and Termination by the Company forCause. If the Triggering Event was Employee's Death, Total Disability (defined below), Resignation, or a Termination by the Company for Cause (defined below), then Employee shall be entitled to receive Employee's Annual Base Compensation and accrued but unused vacation time through the date of the Triggering Event, and to continue to participate in the Company's employee welfare plans and programs (including, without limitations, health insurance plans) through the date of the Triggering Event and, thereafter, only to the extent permitted under the terms of such plans and programs.

(b)     Termination by Company Without Cause. If the Triggering Event was a Termination by the Company Without Cause, then Employee shall be entitled to receive (i) Employee's Annual Base Compensation and accrued but unpaid vacation through the date thereof; (ii) payment of Employee's Incentive Compensation Bonus, if any, pro rated to the Employee's date of termination (payable at the same time other members of the Senior Executive Team are paid their respective incentive compensation bonuses which shall be in no event later than March 15 following the close of the Company's fiscal year); and (iii) the Severance Benefit. "Severance Benefit" means a payment equal to the Employee's Annual Base Compensation as of the date of termination, payable according the Company's regular payroll schedule, less required tax withholding, commencing within thirty (30) days from the date Company receives the Separation Agreement and General Release executed by Employee. For purposes of this subsection 5.2(b), any payment or benefit that the Employee receives shall be treated as a "separate payment" for the application of Section 409A of the Internal Revenue Code ("Code"). Employee's entitlement to the benefits provided in subsections 5.2(b) (ii) and (iii) are contingent on Employee signing a Separation Agreement and General Release provided by the Company. The Company intends to rely on the involuntary separation from service exception of Treasury regulation §1.409A-1(b)(9)(iii) if the Employee receives any payment or benefit due to his Termination by the Company Without Cause.

(c)     Termination Arising Out of a Change of Control. If the Triggering Event was a Termination Arising Out of a Change of Control (defined below), then Employee shall be entitled to receive (i) Employee's Annual Base Compensation and accrued but unpaid vacation through the date thereof; (ii) payment of a Employee's Incentive Compensation Bonus, if any, pro rated to Employee's date of termination (payable at the same time other members of the Senior Executive Team are paid their respective incentive compensation bonuses which shall be in no event later than March 15 following the close of the Company's fiscal year); and (iii) the Change of Control Severance Benefit. Employee's entitlement to the benefits provided in subsections 5.2(c) (ii) and (iii) is contingent on Employee signing a Separation Agreement and General Release provided by the Company within a reasonable period of time following the date the Separation Agreement and General Release is provided to Employee. "Change of Control Severance Benefit" means a lump-sum payment, less required tax withholding, equal to one and one-half (1-1/2) times the Employee's Annual Base Compensation at the time of termination, plus one (1) times the Incentive Compensation

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Target at the time of termination. The Change of Control Severance Benefit shall be paid within thirty days from the date the executed Separation Agreement and General Release is received by the Company. Notwithstanding the foregoing to the contrary, ifthe Compensation Committee determines that the Employee is a Specified Employee then his Change of Control Severance Benefit due under this paragraph (c) shall be made no earlier than the six (6) month anniversary of the Triggering Event or upon the death of the Employee, if earlier, pursuant to Section 409A of the Code. Notwithstanding anything to the contrary contained in this Agreement, if and to the extent that any payments and rights provided under this Agreement would cause Employee to be subject to excise tax under Section 280G or Section 4999 of the Code, if the corresponding section(s) of any future federal tax law, then the amount of the payments shall be reduced to the extent necessary to avoid imposition of any such excise tax.

(d)     Cessation of Entitlements and Company Right of Offset. Except as otherwise expressly provided herein, all of Employee's rights to salary, employee benefits, fringe benefits and bonuses hereunder (if any) which would otherwise accrue after the termination of the Employment Period shall cease upon the date of such termination. The Company may offset any loans, cash advances or fixed amounts which Employee owes the Company against any amounts it owes Employee under this Agreement.

(e)     Treatment of Options. Employee may be required to exercise any vested options within ninety (90) days from date of the termination of his employment.

5.3     Survival of Certain Obligations. The provisions of Articles IV and VI shall survive any termination of the Employment Period, whether by reason of the occurrence of a Triggering Event or the expiration of the Initial Term or any Extension Term.

5.4     Definitions. For purposes of Article V, the following definitions apply:

(a)     "Resignation" means a voluntary termination of Employee's employment with the Company, including Employee's declining of continued employment in the same or comparable position with the Company following a Change of Control.

(b)     "Specified Employee" means an employee who, as of the date of the employee's Triggering Event, is a Key Employee of the Company. For purposes herein, an employee is a "Key Employee" if he or she satisfies the requirements of Sections 416(i)(1)(A)(i), (ii), or (iii) of the Code (applied in accordance with applicable Treasury regulations and disregarding Section

416(i)(5) of the Code) at any time during the 12-month period ending on any specified employee identification date.

(c)     "Termination by the Company for Cause" means termination by the Company of Employee's employment for:

(i)     The failure of Employee to comply with any of the material provisions of this Agreement, other than an isolated, insubstantial or inadvertent action not taken in bad faith and which is remedied by Employee within thirty (30) days after receipt of written notice thereof given by the Company;

(ii)      A conviction of Employee by a court of competent jurisdiction of a felony;

(iii)     The refusal, failure or neglect of Employee to perform his duties under his employment agreement in a manner that is materially detrimental to the business or reputation of the Company unless remedied by Employee within thirty (30) days after receipt of written notice thereof given by the Company;

(iv)     The engagement by the Employee in illegal, unethical or other wrongful conduct that is materially detrimental to the business or reputation of SXC; or

(v)     The pursuit by Employee of interests that are materially adverse to SXC unless remedied by Employee within thirty (30) days after receipt of written notice thereof given by the Company;

(vi)     Unsatisfactory results of the employee's initial executive background check.

(d)     "Termination by the Company Without Cause" means a termination of Employee's employment by the

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Company which is not a Termination by the Company for Cause, provided that the termination of the Employment Period on account of the failure of the Company to extend the Employment Period in accordance with the provisions of Section 2.2 hereof shall constitute a Termination by the Company Without Cause.

(e)     A "Termination Arising Out of a Change of Control" means, following a Change of Control (defined below), Employee is not offered or retained in his current or a comparable position with comparable compensation. A "Change of Control" shall be defined under this Agreement to mean any of the following occurrences:

(i)     Any person, other than SXC Health Solutions Corp. or an employee benefit plan of SXC Health Solutions Corp. or the Company, acquires directly or indirectly the Beneficial Ownership (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) of any voting security of SXC Health Solutions Corp. and becomes, immediately after and as a result of such acquisition, directly or indirectly, the Beneficial Owner of voting securities representing 50% or more of the total voting power of all of the then-outstanding voting securities of SXC Health Solutions Corp.

(ii)     The shareholders of SXC Health Solutions Corp. approve a merger, and such merger is completed, consolidation, recapitalization, or reorganization of SXC Health Solutions Corp. or the Company, a reverse stock split of outstanding voting securities, or consummation of any such transaction if shareholder approval is not sought or obtained, other than any such transaction that would result in at least 75% of the total voting power represented by the voting securities of the surviving entity outstanding immediately after, and as a result of such transaction, being Beneficially Owned by at least 75% of the holders of outstanding voting securities of SXC Health Solutions Corp. immediately prior to the transaction, with the voting power of each such continuing holder relative to other such continuing holders not substantially altered in the transaction; or

(iii)     The shareholders of SXC Health Solutions Corp. approve a plan of complete liquidation of SXC Health Solutions Corp. or the Company or an agreement for the sale or disposition by SXC Health Solutions Corp. of all or a substantial portion of assets (i.e., 50% or more) of the total assets of SXC Health Solutions Corp. or the Company.

(f)     "Total Disability" means the Employee (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan which covers the Employee. Subject to the provisions of Section 409A and the Treasury regulations issued thereunder, any determination of whether the Employee satisfies the definition of "Total Disability" shall be made by the Compensation Committee, based upon the medical evidence from a physician selected by the Compensation Committee. Any determination of whether the Employee satisfies the definition of "Total Disability" for purposes of this Agreement shall not be construed as a determination for any other purpose.

5.5     Section 409A Compliance.For purposes of this Agreement, all references to Employee's termination of employment means the date Employee ceases to be an employee of the Employer or an Affiliate (defined below). Notwithstanding the preceding sentence, Employee must incur a "separation from service" as that term is defined in Section 409A of the Internal Revenue Code of 1986, as amended ("Code") and the Treasury regulations issued thereunder, to terminate employment under this Agreement. Hence, Employee shall not be deemed to terminate employment in the case of any departure or change in employment status if the Employer (or an Affiliate) and Employee anticipate that Employee will continue to provide services to the Employer or an Affiliate (as an employee or independent contractor) at a level in excess of 20% of the level of services being provided by Employee prior to such departure or change in status, as measured over the past three (3) years (or shorter period of actual employment.) Further, an employee who becomes an independent contractor to the Employer or an Affiliate and who does not incur a "separation from service" upon becoming an independent contractor, shall not be deemed to terminate employment until the contractor relationship is completely terminated with no expectation by the Employer (or an Affiliate) and the employee of any further service relationship. The term "Affiliate" means (a) each other corporation, if any, which is a member of the same "controlled group of corporations" as the Employer as determined under Code Section 414(b) (which incorporates the rules of Section 1563(a) of the Code), provided that in applying Code Section 1563(a)(1), (a)(2) and (a)(3) for this purpose, the language "at least 50 percent" shall be used instead of "at least 80 percent" each place it appears, and (b) each other trade or business (whether or not incorporated), if any, which is under "common control" (as such term is described in Section 414(c) of the Code) with the Employer, provided that in applying Treasury regulation §1.414(c)-2 for this purpose, the language "at least 50 percent" shall be used instead of "at least 80 percent" each place it appears. Notwithstanding the foregoing, the provisions of Treasury regulation

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§1.414(c)-5 shall also apply for determining whether a corporation, trade or business is affiliated with the Employer. Any payment or benefit that Employee receives shall be treated as a "separate payment" for the application of Section 409A of the Code.

ARTICLE VI GENERAL

6.1     Governing Law. This Agreement shall be subject to and governed by the laws of the State of Illinois without regard to any choice of law or conflicts of law rules or provisions (whether of the State of Illinois or any other jurisdiction), irrespective of the fact that Employee may become a resident of a different state.

6.2     Binding Effect. The Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and Employee and Employee's executors, administrators, personal representatives and heirs.

6.3     Assignment. Employee expressly agrees for Employee and on behalf of Employee's executors, administrators and heirs, that this Agreement and Employee's obligations, rights, interests and benefits hereunder shall not be assigned, transferred, pledged or hypothecated in any way by Employee, Employee's executors, administrators or heirs, and shall not be subject to execution, attachment or similar process. Any attempt to assign, transfer, pledge, hypothecate or otherwise dispose of this Agreement or any such rights, interests and benefits there under contrary to the foregoing provisions, or the levy of any attachment or similar process thereupon shall be null and void and without effect and shall relieve the Company of any and all liability hereunder. This Agreement shall be assignable and transferable by the Company (but the Company shall not be required to assign or transfer this Agreement) to any successor in interest without the consent of Employee.

6.4     Complete Understanding. This Agreement and its exhibits constitutes the complete understanding among the parties hereto with regard to the subject matter hereof, and supersedes any and all prior agreements and understandings relating to the employment of Employee by the Company, including without limitation any prior compensation plans or compensation agreements entered into between Employee and the Company.

6.5     Amendments. No change, modification or amendment of any provision of this Agreement shall be valid unless made in writing and signed by all of the parties hereto.

6.6     Waiver. The waiver by the Company of a breach of any provision of this Agreement by Employee shall not operate or be construed as a waiver of any subsequent breach by Employee. The waiver by Employee of a breach of any provision of this Agreement by the Company shall not operate as a waiver of any subsequent breach by the Company.

6.7     Venue, Jurisdiction, Etc. Employee hereby agrees that any suit, action or proceeding relating in any way to this Agreement shall be brought and enforced in the Eighteenth Judicial Circuit, DuPage County, State of Illinois or in the District Court of the United States of America for the Northern District of Illinois, Eastern Division, and in either case Employee hereby submits to the jurisdiction of each such court. Employee hereby waives and agrees not to assert, by way of motion or otherwise, in any such suit, action or proceeding, any right of removal, any claim that Employee is not personally subject to the jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Employee consents and agrees to service of process or other legal summons for purpose of any such suit, action or proceeding by registered mail addressed to Employee at Employee's address listed in the business records of the Company. Employee and the Company do each hereby waive any right to trial by jury that Employee or it may have concerning any matter relating to this Agreement.

6.8     Indemnification of Employee. Employee is hereby entitled to indemnification for Employee's acts or omissions in Employee's capacity as an Employee or officer of the Company to the same extent as the Company's other senior Employees and in the manner provided by the Company's bylaws.

6.9     Severability. If any portion of this Agreement shall be for any reason, invalid or unenforceable, the remaining portion or portions shall nevertheless be valid, enforceable and carried into effect.

6.10     Headings. The headings of this Agreement are inserted for convenience only and are not to be considered in the construction of the provisions hereof.

6.11     Notices. All notices under this Agreement shall be in writing and shall be deemed properly sent, (i) when delivered, if by personal service or reputable overnight courier service, or (ii) when received, if sent by certified or registered mail, postage prepaid, return receipt requested to the recipient at the address indicated below or otherwise subsequently provided by one party to the other party:

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Notices to Employee:

Michael Shapiro

118 East Miller Drive

Mequon, WI 53092

Notices to Company:

SXC Health Solutions, Inc. Attn: Chief Financial Officer

2441 Warrenville Road Suite 610

Lisle, IL 60532-3642

6.12     Counterparts. This Agreement may be executed in one or more counterparts, all of which, taken together, shall constitute one and the same agreement.

COMPANY: SXC HEALTH SOLUTIONS INC.

By	/s/ Jeffrey Park
Name:	Jeffrey Park	Date

EMPLOYEE:

By	/s/ Michael Shapiro	2/12/2012
Name:	Michael Shapiro	Date

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EX-10.5

Exhibit 10.5

Catamaran Corporation

RESTRICTED STOCK UNIT AWARD AGREEMENT

  ###VEST_SCHEDULE_TABLE###

                  Catamaran Corporation, a corporation existing under the laws of the Yukon Territory of Canada (the “Company”), hereby grants ###PARTICIPANT_NAME### (the “Employee”) as of ###GRANT_DATE### (the “Grant Date”), pursuant to Section 9 of the Catalyst Health Solutions, Inc. 2006 Stock Incentive Plan, as amended (the “Plan”), a restricted stock unit award (the “Award”) ###TOTAL_AWARDS### restricted stock units, upon and subject to the restrictions, terms and conditions set forth below.  Capitalized terms not defined herein shall have the meanings specified in the Plan.

                   1.            Award Subject to Acceptance of Agreement.  The Award shall be null and void unless the Employee shall accept this Agreement by executing it in the space provided below and returning it to the Company.

                   2.            Restriction Period and Vesting.  (a) Subject to Section 2(e), the Award shall vest (i) with respect to ###PERCENTAGE### of the restricted stock units subject to the Award on the ###TIME_PERIOD### of the Grant Date, an additional ###PERCENTAGE### of the restricted stock units subject to the Award on the ###TIME_PERIOD### of the Grant Date, an additional ###PERCENTAGE### of the restricted stock units subject to the Award on the ###TIME_PERIOD### of the Grant Date, and an additional ###PERCENTAGE### of the restricted stock units subject to the Award on the ###TIME_PERIOD### of the Grant Date or (ii) earlier pursuant to Section 2(b) or (d) hereof (the “Restriction Period”).

                   (b)           Subject to Section 2(e), if the Company terminates the Employee’s employment by reason of permanent disability or the Employee’s employment terminates due to death, the Award shall become fully vested as of the effective date of the Employee’s termination of employment or the date of death, as the case may be.  For purposes of this Agreement, “permanent disability” shall mean the inability of the Employee to substantially perform his or her duties for a continuous period of at least six months as determined by the Compensation Committee of the Board of Directors of the Company (the “Committee”).

                   (c)           Subject to Section 2(e), if the Employee’s employment by the Company terminates for any reason other than permanent disability or death, the portion of the Award, if any, which is not vested as of the effective date of the Employee’s termination of employment shall be forfeited and cancelled by the Company. 

                   (d)    (1)  In the event of a Change in Control (as defined in Appendix A) and the Employee’s involuntary termination of employment within ###TIME_PERIOD### after a Change in Control, the Award shall immediately vest in full.

                           (2)  In the event of a Change in Control pursuant to paragraph (3) or (4) of Appendix A, the Board of Directors of the Company (the “Board”) (as constituted prior to such Change in Control) may, in its discretion (subject to existing contractual arrangements):

(i)         require that shares of stock of the corporation resulting from such Change in Control, or a parent corporation thereof, be substituted for some or all of the Shares (as defined in Section 3) issuable pursuant to the Award, as determined by the Board; and/or

 (ii)        require the Award, in whole or in part, to be surrendered to the Company by the Employee and to be immediately cancelled by the Company, and provide for the Employee to receive a cash payment in an amount not less than the amount determined by multiplying the number of restricted stock units subject to the Award immediately prior to such cancellation (but after giving effect to any adjustment pursuant to Section 5(d) of the Plan in respect of any transaction that gives rise to such Change in Control) by the highest per share price offered to holders of shares of the Company’s common stock, no par value per share (the “Common Stock”), in any transaction whereby the Change in Control takes place.

                            (3) The Company may, but is not required to, cooperate with the Employee if the Employee is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to assure that any cash payment or substitution in accordance with the foregoing to the Employee is made in compliance with Section 16 and the rules and regulations thereunder.

                   (e)           The vesting terms in any written employment agreement between the Company or any Affiliate of the Company and the Employee shall prevail over the terms of this Agreement. 

                   3.            Conversion of Restricted Stock Units and Issuance of Shares.Upon the vesting of all or any portion of the Award in accordance with Section 2 hereof, one share of the Common Stock shall be issuable for each restricted stock unit that vests on such date (the “Shares”), subject to the terms and provisions of the Plan and this Agreement, and not later than 30 days thereafter, the Company will transfer such Shares to the Employee upon satisfaction of any required tax withholding obligations.  No fractional shares shall be issued under this Agreement.

                   4.            No Rights as a Shareholder; Dividend Equivalents.  Prior to the issuance and transfer of Shares upon vesting, the Employee will be credited with amounts equal to any cash dividends that would be payable to the Employee if the Employee had been transferred such Shares, which amounts shall accrue during the Restriction Period and be paid in cash upon lapse of the

1

Restriction Period.  This Section 4 will not apply with respect to record dates for dividends occurring prior to the Grant Date or after the Restriction Period has lapsed.  During the Restriction Period, the Employee (and any person succeeding to the Employee’s rights pursuant to the Plan) will not be a shareholder of record of the Shares underlying the Award and will have no voting or other shareholder rights with respect to such Shares.

                  5.            Termination of Award.  In the event that the Employee shall forfeit all or a portion of the restricted stock units subject to the Award, the Employee shall promptly return this Agreement to the Company for cancellation.  Such cancellation shall be effective regardless of whether the Employee returns this Agreement.

                   6.            Additional Terms and Conditions of Award. 

                   6.1          Nontransferability of Award.  During the Restriction Period, the restricted stock units subject to the Award and not then vested may not be transferred by the Employee other than by will, the laws of descent and distribution or pursuant to Section 18(g) of the Plan on a beneficiary designation form approved by the Company.  Except as permitted by the foregoing, during the Restriction Period, the restricted stock units subject to the Award and not then vested may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process.  Any such attempted sale, transfer, assignment, pledge, hypothecation or encumbrance, or other disposition of such shares shall be null and void.

                   6.2.         Withholding Taxes.  As a condition precedent to the delivery to the Employee of any of the Shares subject to the Award, the Employee shall pay to the Company (or shall cause a broker-dealer on behalf of the Employee to pay to the Company) such amount of cash as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to the Award.  The Employee acknowledges and agrees to satisfy his or her obligation with respect to the Required Tax Payments by selling such number of Shares subject to the Award as is necessary to make a cash payment to the Company in an amount equal to the Required Tax Payments (or as close thereto as practicable), such sale to be effected on the Employee's behalf through a broker (and other procedures) designated by the Company as soon as practicable following any vesting date (with such broker selecting the trade date and the selling price).  This Section 6.2 is intended to constitute a written plan pursuant to Rule 10b5-1(c) under the Securities Exchange Act of 1934.  To the extent applicable, the Employee shall take actions necessary to ensure that any such sales shall comply with Rule 144 under the Securities Act of 1933.

                   6.3.         Compliance with Applicable Law.  The Award is subject to the condition that if the listing, registration or qualification of the Shares subject to the Award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the vesting of the restricted stock units or the delivery of the Shares hereunder, the Shares subject to the Award may not be delivered, in whole or in part, unless such listing, registration, qualification, consent or approval shall have been effected or obtained, free of any conditions not acceptable to the Company.  The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent or approval.

                   6.4.         Delivery of Certificates.  Subject to Section 6.2, as soon as practicable after the vesting of the Award, in whole or in part, the Company shall deliver or cause to be delivered one or more certificates issued in the Employee’s name (or such other name as is acceptable to the Company and designated in writing by the Employee) representing the number of vested shares.  The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery, except as otherwise provided in Section 6.2.

                   6.5.         Award Confers No Rights to Continued Employment.  In no event shall the granting of the Award or its acceptance by the Employee give or be deemed to give the Employee any right to continued employment by the Company or any Affiliate of the Company.

                   6.6.         Decisions of Board or Committee.  The Board or the Committee shall have the right to resolve all questions which may arise in connection with the Award.  Any interpretation, determination or other action made or taken by the Board or the Committee regarding the Plan or this Agreement shall be final, binding and conclusive.

                   6.7.         Company to Reserve Shares.  The Company shall at all times prior to the cancellation of the Award reserve and keep available, either in its treasury or out of its authorized but unissued shares of Common Stock, the full number of unvested restricted stock units subject to the Award from time to time.

                   6.8.         Agreement Subject to the Plan; Section 409A of the Code.  This Agreement is subject to the provisions of the Plan (including the adjustment provision set forth in Section 5(d) thereof) and shall be interpreted in accordance therewith.  The Employee hereby acknowledges receipt of a copy of the Plan. This Award is intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), as a “short-term deferral,” within the meaning of regulations issued under Section 409A of the Code, and this Agreement shall be interpreted and construed in accordance with such intent and in a manner that avoids the imposition of taxes and other penalties under Section 409A of the Code.  The Company reserves the right to amend this Agreement to the extent it determines in its sole discretion such amendment is necessary or appropriate to comply with applicable law, including but not limited to Section 409A of the Code.  Notwithstanding the foregoing, under no circumstances shall the Company be responsible

2

for any taxes, penalties, interest or other losses or expenses incurred by the Employee due to any failure to comply with Section 409A of the Code.

                  6.9.         Clawback.   The Employee acknowledges that he or she has read the Company’s Executive Incentive Compensation Recoupment Policy (the “Clawback Policy”) attached as Appendix B hereto. In consideration of the grant of the Award, the Employee agrees to abide by the Company’s Clawback Policy and any determinations of the Board of Directors of the Company or the Committee pursuant to the Clawback Policy or any similar clawback or recoupment policy which the Company may adopt from time to time to the extent the Board of Directors of the Company determines in good faith that the adoption and maintenance of such policy is necessary to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or is otherwise required by applicable law. The Employee acknowledges and agrees that the Award received by the Employee pursuant to this Agreement shall be subject to forfeiture, recovery by the Company or other action pursuant to the Clawback Policy or any such other clawback or recoupment policy.  This Section 6.9 shall survive the termination of the Employee’s employment for any reason.  The foregoing remedy is in addition to and separate from any other relief available to the Company due to the Employee’s misconduct or fraud.  Any determination by the Board of Directors of the Company or the Committee with respect to the foregoing shall be final, conclusive and binding upon the Employee and all persons claiming through the Employee.

                   7.            Miscellaneous Provisions.

                   7.1.         Meaning of Certain Terms.  As used herein, the term “vest” shall mean no longer subject to forfeiture and all rights hereunder shall be deemed to be vested.  As used herein, employment by the Company shall include employment by an Affiliate of the Company.

                   7.2.         Successors.  This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the death of the Employee, acquire any rights hereunder in accordance with this Agreement or the Plan.

                   7.3.         Notices.  All notices, requests or other communications provided for in this Agreement shall be made in writing by (a) actual delivery to the party entitled thereto, (b) mailing to the last known address of the party entitled thereto, via certified or registered mail, return receipt requested or (c) telecopy with confirmation of receipt.  The notice, request or other communication shall be deemed to be received, in the case of actual delivery, on the date of its actual receipt by the party entitled thereto, in the case of mailing, on the tenth calendar day following the date of such mailing, and in the case of telecopy, on the date of confirmation of receipt; provided, however, that if a notice, request or other communication is not received during regular business hours, it shall be deemed to be received on the next succeeding business day of the Company.

                   7.4.         Governing Law.  This Agreement and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to conflicts of laws principles.

                  7.5          Reports Filed with the Securities and Exchange Commission.  The Company files periodic and current reports and proxy statements with the Securities and Exchange Commission (“SEC”). These documents are available, free of charge, on the website of the SEC (www.sec.gov) and on the Company’s website (www.catamaranrx.com, under Investor Info/ Regulatory Filings), as soon as reasonably practicable after the document is filed with, or furnished to, the SEC.  Any of these documents are available to the Employee in paper format, without charge, upon written or oral request to the Company’s Investor Relations Department located at 2441 Warrenville Road, Suite 610, Lisle, Illinois 60532, U.S.A., phone number (800) 282-3232.

                  7.6.         Counterparts.  This Agreement may be executed in two counterparts each of which shall be deemed an original and both of which together shall constitute one and the same instrument.

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 CATAMARAN CORPORATION

By: ###MK###
Name: Mike Shapiro
Title: Senior Vice President, Finance

###HIDE_IF_NO_ACCEPTANCE_DATE_START###                                                                              

Accepted on ###ACCEPTANCE_DATE###

###HIDE_IF_NO_ACCEPTANCE_DATE_END###

Plan Coordinator

Jennifer Guico

Plan Coordinator

1600 McConnor Parkway

Schaumburg, IL 60173

Phone: 224-231-1638

Fax: 224-231-1915

Email: Jennifer.Guico@catamaranrx.com

4

Appendix A

to Catamaran Corporation

Restricted Stock Unit Award Agreement for Employees

 For purposes of this Agreement “Change in Control” shall mean:

                         (1)        the acquisition by any individual, entity or group (a “Person”), including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of beneficial ownership within the meaning of Rule 13d-3promulgated under the Exchange Act, of more than 50% of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities unless such outstanding convertible or exchangeable securities were acquired directly from the Company), (B) any acquisition by the Company, (C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (D) any acquisition by any corporation pursuant to a reorganization, merger or consolidation involving the Company, if, immediately after such reorganization, merger or consolidation, each of the conditions described in clauses (i), (ii) and (iii) of subsection (3) of this Appendix A shall be satisfied; and provided further that, for purposes of clause (B), if any Person (other than the Company or any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company) shall become the beneficial owner of  more than 50% of the Outstanding Company Common Stock or more than 50% of the Outstanding Company Voting Securities by reason of an acquisition by the Company and such Person shall, after such acquisition by the Company, become the beneficial owner of any additional shares of the Outstanding Company Common Stock or any additional Outstanding Company Voting Securities and such beneficial ownership is publicly announced, such additional beneficial ownership shall constitute a Change in Control;

                        (2)        individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of such Board; provided, however, that any individual who becomes a director of the Company subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by the vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed to have been a member of the Incumbent Board; and provided further, that no individual who was initially elected as a director of the Company as a result of an actual or threatened solicitation by a Person other than the Board for the purpose of opposing a solicitation by any other Person with respect to the election or removal of directors or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board shall be deemed to have been a member of the Incumbent Board;

                        (3)        consummation of a reorganization, merger or consolidation unless, in any such case, immediately after such reorganization, merger or consolidation, (i) 50% or more of the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and 50% or more of the combined voting power of the then outstanding securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals or entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation and in substantially the same proportions relative to each other as their ownership, immediately prior to such reorganization, merger or consolidation, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (ii) no Person (other than the Company, any employee benefit plan (or related trust) sponsored or maintained by the Company or the corporation resulting from such reorganization, merger or consolidation (or any corporation controlled by the Company) and any Person which beneficially owned, immediately prior to such reorganization, merger or consolidation, directly or indirectly, more than 50% of the Outstanding Company Common Stock or the Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, more than 50% of the then outstanding shares of common stock of such corporation or more than 50% of the combined voting power of the then outstanding securities of such corporation entitled to vote generally in the election of directors and (iii) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such reorganization, merger or consolidation; or

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                        (4)          consummation of (i) a plan of complete liquidation or dissolution of the Company or (ii) the sale or other disposition of all or substantially all of the assets of the Company other than to a corporation with respect to which, immediately after such sale or other disposition, (A) 50% or more of the then outstanding shares of common stock thereof and 50% or more of the combined voting power of the then outstanding securities thereof entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such sale or other disposition and in substantially the same proportions relative to each other as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (other than the Company, any employee benefit plan (or related trust) sponsored or maintained by the Company or such corporation (or any corporation controlled by the Company) and any Person which beneficially owned, immediately prior to such sale or other disposition, directly or indirectly, more than 50% of the Outstanding Company Common Stock or the Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, more than 50% of the then outstanding shares of common stock thereof or more than 50% of the combined voting power of the then outstanding securities thereof entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors thereof were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition.

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APPENDIX B

CATAMARAN, INC.

EXECUTIVE INCENTIVE COMPENSATION RECOUPMENT POLICY
(adopted March 6, 2013)

A.     Introduction                  
Accountability is one of our core values. To encourage the senior executives of Catamaran, Inc. (the “Company”) to take responsibility and affirm the Company’s commitment to integrity and the highest standards of ethical conduct, to reinforce these values through our compensation program, and to support good governance practices, the Board of Directors has determined that it is in the best interests of the Company to adopt an Executive Compensation Recoupment Policy (the “Recoupment Policy”), providing for the Company’s recoupment, or “clawback”, of certain incentive compensation paid to senior executives and other officers who are direct reports of the chief executive officer under certain circumstances. This Policy shall apply to all Executive Incentive Compensation paid or awarded on or after March 6, 2013.
 

In cases of a material financial statement restatement where a Covered Officer’s fraud or misconduct has caused the restatement, the Board may determine to recoup incentive compensation which was paid or vested based upon the achievement of certain financial results (including gains from the sale of vested shares) to the extent that the amount of such compensation would have been lower if the financial results had been properly reported and may seek to cancel equity awards where the financial results of the Company were considered in granting such awards. 

B.     Definitions For purposes of this Policy, the following terms shall have the meanings set forth below:

“Covered Officers” shall mean executive officers designated by the Board as officers for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and any other executives who are direct reports of the chief executive officer commencing with the effective date of this policy, as well as executives who become former officers after the effective date.

“Incentive Compensation” shall mean bonuses or awards under the Company’s short and long-term incentive bonus plans, grants and awards under the Company’s equity incentive plans, and contributions under the Company’s deferred compensation plans where the contributions are based on the achievement of financial results.

“Misconduct” shall mean a knowing violation of SEC rules and regulations or Company policy. Determinations of Misconduct for purposes of this Policy shall be made by the Board in its sole and absolute discretion (or, if the Board has delegated such authority to the Compensation Committee, by the Compensation Committee in its sole and absolute discretion) independently of, and the Board (or the Compensation Committee) shall not be bound by determinations by management that a Covered Officer has or has not met any particular standard of conduct under law or Company policy.

C.     Recoupment of Incentive Compensation In the event of a material restatement of financial results, other than as a result of a change in accounting principles (a “Restatement”) where a Covered Officer engaged in fraud or Misconduct that caused the need for the Restatement, the Board will review all Incentive Compensation paid to Covered Officers on the basis of having met or exceeded specific performance targets for performance periods during the Restatement period. To the extent permitted by applicable law, the Board will seek to recoup Incentive Compensation, in all appropriate cases (taking into account all relevant factors, including whether the assertion of a recoupment claim may prejudice the interests of the Company in any related proceeding or investigation), paid to any Covered Officer on or after March 6, 2013, if and to the extent that (i) the amount (or vesting) of Incentive Compensation was calculated based upon the achievement of certain financial results that were subsequently reduced due to a Restatement, and (ii) the amount (or vesting) of Incentive Compensation that would have been paid (or, in the case of equity-based compensation, vested) to the Covered Officer had the financial results been properly reported would have been lower than the amount actually paid (or, in the case of equity-based compensation, vested). In the case of equity awards that vested based on the achievement of financial results that were subsequently reduced, the Board also may seek to recover gains from the sale or disposition of vested shares (including shares purchased upon the exercise of options that vested based on the achievement of financial results). In addition, the Board may to the extent it deems appropriate determine to cancel outstanding equity awards where the Board or the Compensation Committee took into account the financial performance of the Company in granting such awards and the financial results were subsequently reduced due to such a Restatement.

D.     Binding Effect of Determinations by Board; Delegation The Board may delegate to the Compensation Committee all determinations to be made and actions to be taken by the Board under this Policy. Any determination made by the Board or the Compensation Committee under this Policy shall be final,

7

binding and conclusive on all parties.

E.     Limitation on Period for Recoupment The Board may look back over the three-year period prior to the restatement for the recoupment under Section C of this Policy.

F.      Sources of Recoupment The Board may seek recoupment from the Covered Officers from any of the following sources: prior incentive compensation payments; future payments of incentive compensation; cancellation of outstanding equity awards; future equity awards; and direct repayment.

G.    Severability If any provision of this Policy or the application of any such provision to any Covered Officer shall be adjudicated to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Policy, and the invalid, illegal or unenforceable provisions shall be deemed amended to the minimum extent necessary to render any such provision or application enforceable.

H.    No Impairment of Other Remedies

This Policy does not preclude the Company from taking any other action to enforce a Covered Officer’s obligations to the Company, including termination of employment or institution of civil or criminal proceedings.

This Policy is in addition to the requirements of Section 304 of the Sarbanes-Oxley Act of 2002 that are applicable to the Company’s Chief Executive Officer and Chief Financial Officer.

This Policy will be reviewed from time to time, and, if necessary, amended to comply with new mandates under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

I, the undersigned, have been given a copy of the Catamaran Executive Incentive Compensation Recoupment Policy prior to the date hereof and hereby acknowledge that I have read it, understand it and agree to abide by it.

8

EX-10.6

Exhibit 10.6

Catamaran Corporation

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT

                  Catamaran Corporation, a corporation existing under the laws of the Yukon Territory of Canada (the “Company”), hereby grants ###PARTICIPANT_NAME### (the “Employee”) as of ###GRANT_DATE### (the “Grant Date”), pursuant to Section 10 of the Catalyst Health Solutions, Inc. 2006 Stock Incentive Plan, as amended (the “Plan”), a performance-based restricted stock unit award (the “Award”), upon and subject to the restrictions, terms and conditions set forth below.  Capitalized terms not defined herein shall have the meanings specified in the Plan.

 ###VEST_SCHEDULE_TABLE###

1.            Award Subject to Acceptance of Agreement.  The Award shall be null and void unless the Employee shall accept this Agreement by executing it in the space provided below and returning it to the Company.

2.            Restriction Period and Vesting; Performance Target.  (a) Subject to Sections 2(b), (d) and (e), and provided that (i) the Employee remains continuously employed by the Company or any Affiliate of the Company until ###TIME_PERIOD### (the “Performance Period End Date”) and (ii) the Committee has certified that the Company has achieved the minimum Performance Measure level for the ###TIME_PERIOD### (the “Performance Period,” and the date on which such certification is made is referred to as the “Vesting Date”), then that number of restricted stock units shall vest on the Vesting Date as set forth in Schedule I.  For purposes of this Agreement, the ###TIME_PERIOD### (or earlier pursuant to Section 2(b) or (d) hereof) in which the restricted stock units subject to the Award may be subject to forfeiture is referred to as the “Restriction Period.”

                  (b)           Subject to Section 2(e), if the Employee’s employment by the Company terminates prior to the Performance Period End Date by reason of termination without cause or termination by the Company due to permanent disability or death, the Award shall vest based on the actual Performance Measure achievement level of the Company to the effective date of the Employee’s termination of employment or the date of death, as the case may be, as described in Schedule I.  For purposes of this Agreement, (i) “permanent disability” shall mean the inability of the Employee to substantially perform his or her duties for a continuous period of at least six months as determined by the Committee, and (ii) “cause” shall have the meaning ascribed thereto in any written employment agreement between the Company or any Affiliate of the Company and the Employee and, in the absence of any such agreement, shall mean the willful and continued failure to substantially perform the duties assigned by the Company (other than a failure resulting from the Employee’s disability), the willful engaging in conduct which is demonstrably injurious to the Company or any Affiliate of the Company, monetarily or otherwise, including conduct that, in the reasonable judgment of the Company, no longer conforms to the standard of the Company’s executives or employees, any act of dishonesty, commission of a felony, or a significant violation of any statutory or common law duty of loyalty to the Company.

                   (c)           Subject to Section 2(e), if the Employee’s employment by the Company terminates for any reason other than termination without cause, permanent disability or death, the portion of the Award, if any, which is not vested as of the effective date of the Employee’s termination of employment shall be forfeited and cancelled by the Company. 

                   (d)       (1)  In the event of a Change in Control (as defined in Appendix A) and the Employee’s involuntary termination of employment within ###TIME_PERIOD### after a Change in Control, that number of restricted stock units equal to the number of restricted stock units that would vest upon achievement by the Company of the target Performance Measure level for the Performance Period (the “Target RSU Number”), as described further in Schedule I, shall immediately vest in full.

                               (2)  In the event of a Change in Control pursuant to paragraph (3) or (4) of Appendix A, the Board of Directors (as constituted prior to such Change in Control) may, in its discretion (subject to existing contractual arrangements):

(i)         require that shares of stock of the corporation resulting from such Change in Control, or a parent corporation thereof, be substituted for some or all of the Shares (as defined in Section 3) issuable pursuant to the Award, as determined by the Board of Directors; and/or

(ii)        require the Award, in whole or in part, to be surrendered to the Company by the Employee and to be immediately cancelled by the Company, and provide for the Employee to receive a cash payment in an amount not less than the amount determined by multiplying the Target RSU Number (but after giving effect to any adjustment pursuant to Section 5(d) of the Plan in respect of any transaction that gives rise to such Change in Control) by the highest per share price offered to holders of shares of the Company’s common stock, no par value per share (the “Common Stock”), in any transaction whereby the Change in Control takes place.

                                           (3)  The Company may, but is not required to, cooperate with the Employee if the Employee is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to assure that any cash payment or substitution in accordance with the foregoing to the Employee is made in compliance with Section 16 and the rules and regulations thereunder.

                   (e)           The vesting terms in any written employment agreement between the Company or any Affiliate of the Company and the Employee shall prevail over the terms of this Agreement. 

1

 3.            Conversion of Restricted Stock Units and Issuance of Shares.Upon the vesting of all or any portion of the Award in accordance with Section 2 hereof, one share of the Common Stock shall be issuable for each restricted stock unit that vests on such date (the “Shares”), subject to the terms and provisions of the Plan and this Agreement, and not later than 30 days thereafter, the Company will transfer such Shares to the Employee upon satisfaction of any required tax withholding obligations.  No fractional shares shall be issued under this Agreement.

4.            No Rights as a Shareholder; Dividend Equivalents.  Prior to the issuance and transfer of Shares upon vesting, the Employee will be credited with amounts equal to any cash dividends that would be payable to the Employee if the Employee had been transferred such Shares, which amounts shall accrue during the Restriction Period and be paid in cash upon lapse of the Restriction Period.  This Section 4 will not apply with respect to record dates for dividends occurring prior to the Grant Date or after the Restriction Period has lapsed.  During the Restriction Period, the Employee (and any person succeeding to the Employee’s rights pursuant to the Plan) will not be a shareholder of record of the Shares underlying the Award and will have no voting or other shareholder rights with respect to such Shares.

 5.            Termination of Award.  In the event that the Employee shall forfeit all or a portion of the restricted stock units subject to the Award, the Employee shall promptly return this Agreement to the Company for cancellation.  Such cancellation shall be effective regardless of whether the Employee returns this Agreement.

 6.            Additional Terms and Conditions of Award. 

     6.1          Nontransferability of Award.  During the Restriction Period, the restricted stock units subject to the Award and not then vested may not be transferred by the Employee other than by will, the laws of descent and distribution or pursuant to Section 18(g) of the Plan on a beneficiary designation form approved by the Company.  Except as permitted by the foregoing, during the Restriction Period, the restricted stock units subject to the Award and not then vested may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process.  Any such attempted sale, transfer, assignment, pledge, hypothecation or encumbrance, or other disposition of such shares shall be null and void.

6.2.         Withholding Taxes.  As a condition precedent to the delivery to the Employee of any of the Shares subject to the Award, the Employee shall, upon request by the Company, pay to the Company (or shall cause a broker-dealer on behalf of the Employee to pay to the Company) such amount of cash as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to the Award.  If the Employee shall fail to advance the Required Tax Payments after request by the Company, the Company may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable by the Company to the Employee.  The Employee may elect to satisfy his or her obligation to advance the amount of any Required Tax Payments incurred in connection with the issuance and transfer of the Shares by any of the following means:  (1) a cash payment to the Company, (2) delivery (either actual delivery or by attestation procedures established by the Company) to the Company of Common Stock having an aggregate Fair Market Value, determined as of the date the obligation to withhold or pay taxes arises in connection with an award (the “Tax Date”), equal to the amount necessary to satisfy any such obligation, (3) with the consent of the Committee (other than for “officers” (as defined in Rule 16a-1(f) promulgated under the Securities Exchange Act of 1934, as amended) or Directors, with respect to whom the consent of the Committee shall not be required), authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered having an aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount of cash which would otherwise be payable to a holder, equal to the amount necessary to satisfy any such obligation, or (4) any combination of (1) and (2).  Shares of Common Stock to be delivered or withheld may not have an aggregate Fair Market Value in excess of the amount determined by applying the minimum statutory withholding rate.

6.3.         Compliance with Applicable Law.  The Award is subject to the condition that if the listing, registration or qualification of the Shares subject to the Award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the vesting of the restricted stock units or the delivery of the Shares hereunder, the Shares subject to the Award may not be delivered, in whole or in part, unless such listing, registration, qualification, consent or approval shall have been effected or obtained, free of any conditions not acceptable to the Company.  The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent or approval.

6.4.         Delivery of Certificates.  Subject to Section 6.2, as soon as practicable after the vesting of the Award, in whole or in part, the Company shall deliver or cause to be delivered one or more certificates issued in the Employee’s name (or such other name as is acceptable to the Company and designated in writing by the Employee) representing the number of vested shares.  The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery, except as otherwise provided in Section 6.2.

6.5.         Award Confers No Rights to Continued Employment.  In no event shall the granting of the Award or its acceptance by the Employee give or be deemed to give the Employee any right to continued employment by the Company or any Affiliate of the Company.

2

6.6.         Decisions of Board or Committee.  The Board of Directors of the Company or the Committee shall have the right to resolve all questions which may arise in connection with the Award.  Any interpretation, determination or other action made or taken by the Board of Directors or the Committee regarding the Plan or this Agreement shall be final, binding and conclusive.

6.7.         Company to Reserve Shares.  The Company shall at all times prior to the cancellation of the Award reserve and keep available, either in its treasury or out of its authorized but unissued shares of Common Stock, the full number of unvested restricted stock units subject to the Award from time to time.

6.8.         Agreement Subject to the Plan; Section 409A of the Code.  This Agreement is subject to the provisions of the Plan (including the adjustment provision set forth in Section 5(d) thereof) and shall be interpreted in accordance therewith.  The Employee hereby acknowledges receipt of a copy of the Plan. This Award is intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), as a “short-term deferral,” within the meaning of regulations issued under Section 409A of the Code, and this Agreement shall be interpreted and construed in accordance with such intent and in a manner that avoids the imposition of taxes and other penalties under Section 409A of the Code.  The Company reserves the right to amend this Agreement to the extent it determines in its sole discretion such amendment is necessary or appropriate to comply with applicable law, including but not limited to Section 409A of the Code.  Notwithstanding the foregoing, under no circumstances shall the Company be responsible for any taxes, penalties, interest or other losses or expenses incurred by the Employee due to any failure to comply with Section 409A of the Code.

6.9.           Clawback.   The Employee acknowledges that he or she has read the Company’s Executive Incentive Compensation Recoupment Policy (the “Clawback Policy”) attached as Appendix B hereto.  In consideration of the grant of the Award, the Employee agrees to abide by the Company’s Clawback Policy and any determinations of the Board of Directors of the Company or the Committee pursuant to the Clawback Policy or any similar clawback or recoupment policy which the Company may adopt from time to time to the extent the Board of Directors of the Company determines in good faith that the adoption and maintenance of such policy is necessary to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or is otherwise required by applicable law.  The Employee acknowledges and agrees that the Award received by the Employee pursuant to this Agreement shall be subject to forfeiture, recovery by the Company or other action pursuant to the Clawback Policy or any such other clawback or recoupment policy.  This Section 6.9 shall survive the termination of the Employee’s employment for any reason.  The foregoing remedy is in addition to and separate from any other relief available to the Company due to the Employee’s misconduct or fraud.  Any determination by the Board of Directors of the Company or the Committee with respect to the foregoing shall be final, conclusive and binding upon the Employee and all persons claiming through the Employee.

7.            Miscellaneous Provisions.

7.1.         Meaning of Certain Terms.  As used herein, the term “vest” shall mean no longer subject to forfeiture and all rights hereunder shall be deemed to be vested.  As used herein, employment by the Company shall include employment by an Affiliate of the Company.

7.2.         Successors.  This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the death of the Employee, acquire any rights hereunder in accordance with this Agreement or the Plan.

7.3.         Notices.  All notices, requests or other communications provided for in this Agreement shall be made in writing by (a) actual delivery to the party entitled thereto, (b) mailing to the last known address of the party entitled thereto, via certified or registered mail, return receipt requested or (c) telecopy with confirmation of receipt.  The notice, request or other communication shall be deemed to be received, in the case of actual delivery, on the date of its actual receipt by the party entitled thereto, in the case of mailing, on the tenth calendar day following the date of such mailing, and in the case of telecopy, on the date of confirmation of receipt; provided, however, that if a notice, request or other communication is not received during regular business hours, it shall be deemed to be received on the next succeeding business day of the Company.

7.4.         Governing Law.  This Agreement and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to conflicts of laws principles.

7.5          Reports Filed with the Securities and Exchange Commission.  The Company files periodic and current reports and proxy statements with the Securities and Exchange Commission (“SEC”). These documents are available, free of charge, on the website of the SEC (www.sec.gov) and on the Company’s website (www.catamaranrx.com, under Investor Relations/ Regulatory Filings), as soon as reasonably practicable after the material is filed with, or furnished to, the SEC.  Any of these documents are available to the Employee in paper format, without charge, upon written or oral request to the Company’s Investor Relations Department located at 2441 Warrenville Road, Suite 610, Lisle, Illinois 60532, U.S.A., phone number (800) 282-3232.

7.6.         Counterparts.  This Agreement may be executed in two counterparts each of which shall be deemed an original and both of which together shall constitute one and the same instrument.

3

Catamaran Corporation

By: ###MK###
Name: Mike Shapiro
Title: Senior Vice President, Finance

###HIDE_IF_NO_ACCEPTANCE_DATE_START###

Accepted as of ###ACCEPTANCE_DATE###

###HIDE_IF_NO_ACCEPTANCE_DATE_END###

Jennifer Guico

Plan Coordinator

1600 McConnor Parkway

Schaumburg, IL 60173

Phone: 224-231-1638

Fax: 224-231-1915

Email: Jennifer.Guico@catamaranrx.com

4

Appendix A

to Catamaran Corporation

     Restricted Stock Unit Award  Agreement for Employees

 For purposes of this Agreement “Change in Control” shall mean:

                         (1)        the acquisition by any individual, entity or group (a “Person”), including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act, of more than 50% of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities unless such outstanding convertible or exchangeable securities were acquired directly from the Company), (B) any acquisition by the Company, (C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (D) any acquisition by any corporation pursuant to a reorganization, merger or consolidation involving the Company, if, immediately after such reorganization, merger or consolidation, each of the conditions described in clauses (i), (ii) and (iii) of subsection (3) of this Appendix A shall be satisfied; and provided further that, for purposes of clause (B), if any Person (other than the Company or any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company) shall become the beneficial owner of  more than 50% of the Outstanding Company Common Stock or more than 50% of the Outstanding Company Voting Securities by reason of an acquisition by the Company and such Person shall, after such acquisition by the Company, become the beneficial owner of any additional shares of the Outstanding Company Common Stock or any additional Outstanding Company Voting Securities and such beneficial ownership is publicly announced, such additional beneficial ownership shall constitute a Change in Control;

                        (2)        individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of such Board; provided, however, that any individual who becomes a director of the Company subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by the vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed to have been a member of the Incumbent Board; and provided further, that no individual who was initially elected as a director of the Company as a result of an actual or threatened solicitation by a Person other than the Board for the purpose of opposing a solicitation by any other Person with respect to the election or removal of directors or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board shall be deemed to have been a member of the Incumbent Board;

                        (3)        consummation of a reorganization, merger or consolidation unless, in any such case, immediately after such reorganization, merger or consolidation, (i) 50% or more of the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and 50% or more of the combined voting power of the then outstanding securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals or entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation and in substantially the same proportions relative to each other as their ownership, immediately prior to such reorganization, merger or consolidation, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (ii) no Person (other than the Company, any employee benefit plan (or related trust) sponsored or maintained by the Company or the corporation resulting from such reorganization, merger or consolidation (or any corporation controlled by the Company) and any Person which beneficially owned, immediately prior to such reorganization, merger or consolidation, directly or indirectly, more than 50% of the Outstanding Company Common Stock or the Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, more than 50% of the then outstanding shares of common stock of such corporation or more than 50% of the combined voting power of the then outstanding securities of such corporation entitled to vote generally in the election of directors and (iii) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such reorganization, merger or consolidation; or

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                        (4)          consummation of (i) a plan of complete liquidation or dissolution of the Company or (ii) the sale or other disposition of all or substantially all of the assets of the Company other than to a corporation with respect to which, immediately after such sale or other disposition, (A) 50% or more of the then outstanding shares of common stock thereof and 50% or more of the combined voting power of the then outstanding securities thereof entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such sale or other disposition and in substantially the same proportions relative to each other as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (other than the Company, any employee benefit plan (or related trust) sponsored or maintained by the Company or such corporation (or any corporation controlled by the Company) and any Person which beneficially owned, immediately prior to such sale or other disposition, directly or indirectly, more than 50% of the Outstanding Company Common Stock or the Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, more than 50% of the then outstanding shares of common stock thereof or more than 50% of the combined voting power of the then outstanding securities thereof entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors thereof were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition.

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Schedule I

to Catamaran Corporation

Restricted Stock Unit Award Agreement for Employees

 For purposes of this Agreement:

The “Performance Measure” is ###PERFORMANCE_MEASURE###.  “###PERFORMANCE_MEASURE###” means the ###PERFORMANCE_MEASURE### of the Company, calculated in accordance with U.S. generally accepted accounting principles, for ###TIME_PERIOD###.

Following the Performance Period End Date, the Committee will determine, in its sole discretion, the level of Performance Measure achievement by the Company for the Performance Period.  Restricted stock units will be subject to complete forfeiture and cancellation by the Company if the Company’s performance for the Performance Period does not meet or exceed the minimum ###PERFORMANCE_MEASURE###.  Performance at or above that level will result in the following number of restricted stock units becoming vested:

###PERFORMANCE_MEASURE_TABLE###

The number of restricted stock units that shall vest as a result of performance at a level between the “Minimum” and “Target” data points or between the “Target” and “Maximum” data points will be determined linearly.

Subject to Section 2(e) of this Agreement, if the Employee’s employment by the Company terminates prior to the Performance Period End Date by reason of termination without cause, permanent disability or death, the Award shall vest based on the actual Performance Measure achievement level of the Company to the effective date of Employee’s termination of employment or the date of death, as the case may be, as described further below:

• If the effective date of Employee’s termination of employment or the date of death, as the case may be, occurs prior to ###TIME_PERIOD###, then no restricted stock units shall vest, and the Award shall be forfeited and cancelled by the Company.

• If the effective date of Employee’s termination of employment or the date of death, as the case may be, occurs on or after ###TIME_PERIOD### and prior to ###TIME_PERIOD###, and the actual Performance Measure achievement level of the Company for the ###TIME_PERIOD### equals or exceeds the ###PERFORMANCE_MEASURE###, then a pro rata portion of the restricted stock units subject to the Award shall immediately vest.  The pro rata portion will be calculated by determining the number of restricted stock units that would have vested if the Performance Period was comprised of ###TIME_PERIOD### only, and multiplying that number by ###PERCENTAGE###.  The remainder of the Award shall be forfeited and cancelled by the Company.

• If the effective date of Employee’s termination of employment or the date of death, as the case may be, occurs on or after ###TIME_PERIOD### and prior to ###TIME_PERIOD###, and the actual Performance Measure achievement level of the Company for the ###TIME_PERIOD### equals or exceeds the ###PERFORMANCE_MEASURE###, then a pro rata portion of the restricted stock units subject to the Award shall immediately vest.  The pro rata portion will be calculated by determining the number of restricted stock units that would have vested if the Performance Period was comprised of ###TIME_PERIOD###, and multiplying that number by ###PERCENTAGE###.  The remainder of the Award shall be forfeited and cancelled by the Company.

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APPENDIX B

CATAMARAN, INC.

EXECUTIVE INCENTIVE COMPENSATION RECOUPMENT POLICY
(adopted March 6, 2013)

A.     Introduction                   Accountability is one of our core values. To encourage the senior executives of Catamaran, Inc. (the “Company”) to take responsibility and affirm the Company’s commitment to integrity and the highest standards of ethical conduct, to reinforce these values through our compensation program, and to support good governance practices, the Board of Directors has determined that it is in the best interests of the Company to adopt an Executive Compensation Recoupment Policy (the “Recoupment Policy”), providing for the Company’s recoupment, or “clawback”, of certain incentive compensation paid to senior executives and other officers who are direct reports of the chief executive officer under certain circumstances. This Policy shall apply to all Executive Incentive Compensation paid or awarded on or after March 6, 2013.
 In cases of a material financial statement restatement where a Covered Officer’s fraud or misconduct has caused the restatement, the Board may determine to recoup incentive compensation which was paid or vested based upon the achievement of certain financial results (including gains from the sale of vested shares) to the extent that the amount of such compensation would have been lower if the financial results had been properly reported and may seek to cancel equity awards where the financial results of the Company were considered in granting such awards.

B.     Definitions For purposes of this Policy, the following terms shall have the meanings set forth below:
 “Covered Officers” shall mean executive officers designated by the Board as officers for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and any other executives who are direct reports of the chief executive officer commencing with the effective date of this policy, as well as executives who become former officers after the effective date.
 “Incentive Compensation” shall mean bonuses or awards under the Company’s short and long-term incentive bonus plans, grants and awards under the Company’s equity incentive plans, and contributions under the Company’s deferred compensation plans where the contributions are based on the achievement of financial results.
 “Misconduct” shall mean a knowing violation of SEC rules and regulations or Company policy. Determinations of Misconduct for purposes of this Policy shall be made by the Board in its sole and absolute discretion (or, if the Board has delegated such authority to the Compensation Committee, by the Compensation Committee in its sole and absolute discretion) independently of, and the Board (or the Compensation Committee) shall not be bound by determinations by management that a Covered Officer has or has not met any particular standard of conduct under law or Company policy.

C.     Recoupment of Incentive Compensation In the event of a material restatement of financial results, other than as a result of a change in accounting principles (a “Restatement”) where a Covered Officer engaged in fraud or Misconduct that caused the need for the Restatement, the Board will review all Incentive Compensation paid to Covered Officers on the basis of having met or exceeded specific performance targets for performance periods during the Restatement period. To the extent permitted by applicable law, the Board will seek to recoup Incentive Compensation, in all appropriate cases (taking into account all relevant factors, including whether the assertion of a recoupment claim may prejudice the interests of the Company in any related proceeding or investigation), paid to any Covered Officer on or after March 6, 2013, if and to the extent that (i) the amount (or vesting) of Incentive Compensation was calculated based upon the achievement of certain financial results that were subsequently reduced due to a Restatement, and (ii) the amount (or vesting) of Incentive Compensation that would have been paid (or, in the case of equity-based compensation, vested) to the Covered Officer had the financial results been properly reported would have been lower than the amount actually paid (or, in the case of equity-based compensation, vested). In the case of equity awards that vested based on the achievement of financial results that were subsequently reduced, the Board also may seek to recover gains from the sale or disposition of vested shares (including shares purchased upon the exercise of options that vested based on the achievement of financial results). In addition, the Board may to the extent it deems appropriate determine to cancel outstanding equity awards where the Board or the Compensation Committee took into account the financial performance of the Company in granting such awards and the financial results were subsequently reduced due to such a Restatement.

D.     Binding Effect of Determinations by Board; Delegation The Board may delegate to the Compensation Committee all determinations to be made and actions to be taken by the Board under this Policy. Any determination made by the Board or the Compensation Committee under this Policy shall be final, binding and conclusive on all parties.

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E.     Limitation on Period for Recoupment The Board may look back over the three-year period prior to the restatement for the recoupment under Section C of this Policy.

F.      Sources of Recoupment The Board may seek recoupment from the Covered Officers from any of the following sources: prior incentive compensation payments; future payments of incentive compensation; cancellation of outstanding equity awards; future equity awards; and direct repayment.

G.    Severability If any provision of this Policy or the application of any such provision to any Covered Officer shall be adjudicated to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Policy, and the invalid, illegal or unenforceable provisions shall be deemed amended to the minimum extent necessary to render any such provision or application enforceable.

H.    No Impairment of Other Remedies

                   This Policy does not preclude the Company from taking any other action to enforce a Covered Officer’s obligations to the Company, including termination of employment or institution of civil or criminal proceedings.
 
                   This Policy is in addition to the requirements of Section 304 of the Sarbanes-Oxley Act of 2002 that are applicable to the Company’s Chief Executive Officer and Chief Financial Officer.
 
                   This Policy will be reviewed from time to time, and, if necessary, amended to comply with new mandates under the Dodd-Frank Wall Street Reform and Consumer Protection Act.
 
                   I, the undersigned, have been given a copy of the Catamaran Executive Incentive Compensation Recoupment Policy prior to the date hereof and hereby acknowledge that I have read it, understand it and agree to abide by it.

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EX-10.7

Exhibit 10.7

Catamaran Corporation

STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT dated as of ###GRANT_DATE###

BETWEEN:

Catamaran Corporation,

a corporation incorporated under the laws of the Yukon Territory, Canada,

(hereinafter called the “Corporation”)

- and -

###PARTICIPANT_NAME###

(hereinafter called the “Optionee”),

as follows:

###VEST_SCHEDULE_TABLE###

1)      Pursuant to the Catalyst Health Solutions, Inc. 2006 Stock Incentive Plan, as amended from time to time (the “Plan”), the Corporation hereby grants to the Optionee on the date hereof (the “Grant Date”) the option (the “Option”) to purchase up to ###TOTAL_AWARDS### common shares (the “Common Shares”) of the authorized and unissued capital stock of the Corporation, as presently constituted, for cash, at a price of ###GRANT_PRICE### per Common Share, upon the terms and conditions set out herein.  The Option is not intended to qualify as an incentive stock option within the meaning of Section 422(b) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the provisions hereof shall be construed consistent with that intent.  Capitalized terms not defined herein shall have the meanings specified in the Plan.

a)      Date of Exercise.  On the ###TIME_PERIOD###of the Grant Date, the Option shall become exercisable with respect to ###PERCENTAGE### of the total number of Common Shares subject to the Option (computed in each case to the nearest full share) (the “Exercisable Portion”), and all or any part of the Common Shares as to which the Option shall have become exercisable may be purchased at any time, or from time to time, thereafter, until expiration or termination of the Option.

b)      Expiration of Option.  The Option shall expire with respect to each Exercisable Portion, and all rights to purchase Common Shares comprising such Exercisable Portion hereunder shall cease and become null and void, at 5:00 o’clock p.m. (Chicago time) on the date which is ###TIME_PERIOD###after the Grant Date (the “Expiration Date”) or upon the happening of certain events as hereinafter provided.

c)     Method of Exercise.  The Option may only be exercised by the Optionee, or by the person or persons entitled to exercise the same pursuant to the provisions of subparagraph (f) below, on or prior to the Expiration Date, by: (i) the delivery to the Corporation at its head office of written notice of election to exercise the same, specifying the number of Common Shares with respect to which the Option is being exercised, and accompanied by payment in full of the purchase price of the Common Shares then purchased and any taxes required to be paid in connection with such exercise by way of cash or certified check in favor of the Corporation, or (ii) under the terms of the Corporation’s cashless exercise program, which is subject to change, specifying the number of Common Shares with respect to which the Option is being exercised and accompanied by payment in full of any taxes required to be paid in connection with such cashless exercise.  Concurrently with its receipt of any such notice and payment, the Corporation shall issue the Common Shares purchased by the Optionee.  The Corporation may at its election require that this Agreement be presented for appropriate endorsement upon any such exercise.

d)     Compliance with Applicable Law.  The granting of the Option and the issuance of Common Shares upon exercise of the Option shall be carried out in compliance with applicable statutes and with regulations of governmental authorities and applicable stock exchanges and shall be conditional upon all necessary approvals being obtained.  If the foregoing condition is not satisfied, this Agreement shall be void and of no force or effect as of the date of execution and the Corporation and the Optionee shall be released from any and all rights, benefits, obligations and liabilities hereunder or arising herefrom.  The Optionee hereby acknowledges and undertakes to comply, to the satisfaction of the Corporation and its counsel, with all applicable requirements of any stock exchange or exchanges upon which any securities of the Corporation may from time to time be listed and of any applicable securities regulatory authorities.  Such requirements

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may include the placing of legends on share certificates restricting transfer of such Common Shares, the making of representations by the Optionee that he or she is acquiring such Common Shares for investment and not with a view to distribution, the filing of any required information or statements with the aforesaid authorities and the making of arrangements with the Optionee’s employer to withhold income taxes which may become payable under the Optionee’s exercise of the Option under this Agreement.

e)      Options Not Assignable.  The Option shall not be transferable or assignable other than by will or by the laws of descent and distribution,  pursuant to Section 7(g) of the Plan, or on a beneficiary designation form approved by the Corporation in accordance with Section 18(g) of the Plan.

f)       Exercise in the Event of Death or Termination of Employment.  Subject to the  terms of any written employment agreement between the Corporation or any affiliate or subsidiary of the Corporation and the Optionee or, in the absence of any such agreement, to the following provisions of this subparagraph 1(f), the Option and all rights to purchase Common Shares pursuant hereto shall expire and terminate immediately upon the Optionee ceasing to be an employee, officer or director of, or ceasing to provide services to, the Corporation or an affiliate or subsidiary of the Corporation:

i)        Exercise Upon Death: If the Optionee shall die (A) while an employee, officer or director of or providing services to the Corporation, or of an affiliate or subsidiary of the Corporation, or (B) within thirty (30) days after termination of the Optionee’s employment, office or directorship with or service to the Corporation, or an affiliate or subsidiary of the Corporation, in accordance with clause (ii) or (iii) below, the Option may be exercised, to the extent that the Optionee shall have been entitled to do so at the date of death, by the person or persons to whom the Optionee’s rights under the Option pass by will or applicable law, or if no such person has such right, by the Optionee’s executors or administrators at any time, or from time to time, within twelve (12) months from the date when the Secretary of the Corporation shall have given notice of this clause to the executors or administrators of the Optionee following the Optionee’s death, but in no event later than the Expiration Date.

ii)      Exercise Upon Permanent Disability:  If an Optionee’s (or, if the Optionee is a personal holding company controlled by, or a registered retirement savings plan established by, an officer, director, employee or service provider, then if such person’s) employment, office or directorship with or services to the Corporation, or an affiliate or subsidiary of the Corporation, shall terminate because of the Optionee’s permanent disability, the Optionee may exercise the Option, to the extent the Optionee may be entitled to at the date of the termination of the Optionee’s employment, office, directorship or services, at any time, or from time to time, within six (6) months of the effective date of the termination of the Optionee’s employment, office, directorship or services, but in no event later than the Expiration Date.  For purposes of this Agreement, “permanent disability” shall mean the inability of the Optionee to substantially perform his or her duties for a continuous period of at least six months as determined by the Compensation Committee (the “Committee”) of the Board of Directors of the Corporation (the “Board”).

iii)    Exercise Upon Termination for Cause:  If the Optionee’s (or, if the Optionee is a personal holding company controlled by, or a registered retirement savings plan established by, an officer, director, employee or service provider, then if such person’s) employment, office, directorship with or services to the Corporation, or an affiliate or subsidiary of the Corporation, shall be terminated for cause, the Optionee may exercise the Option, to the extent that the Optionee would be entitled to do so at the date of the termination of his or her employment, office, directorship or services, at any time or from time to time, within thirty (30) days of the date of termination of the Optionee’s employment, office, directorship or services, but in no event later than the Expiration Date. 

For purposes of this Agreement, “cause” shall have the meaning ascribed thereto in any written employment agreement between the Corporation or any affiliate or subsidiary of the Corporation and the Optionee and, in the absence of any such agreement, shall mean the willful and continued failure to substantially perform the duties assigned by the Corporation (other than a failure resulting from the Optionee’s disability), the willful engaging in conduct which is demonstrably injurious to the Corporation or any affiliate or subsidiary of the Corporation, monetarily or otherwise, including conduct that, in the reasonable judgment of the Corporation, no longer conforms to the standard of the Corporation’s executives or employees, any act of dishonesty, commission of a felony, or a significant violation of any statutory or common law duty of loyalty to the Corporation.

iv)    Exercise Upon Other Terminations:  If the Optionee’s (or, if the Optionee is a personal holding company controlled by, or a registered retirement savings plan established by, an officer, director, employee or service provider, then if such person’s) employment, office or directorship with or services to the Corporation, or an affiliate or subsidiary of the Corporation, shall terminate for any reason other than for cause or upon the Optionee’s death or permanent disability, the Optionee may exercise the Option, to the extent that the Optionee may be entitled to do so at the date of the termination of the Optionee’s employment, office, directorship or services, at any time or from time to time, within ninety (90) days of the date of termination of the Optionee’s employment, office, directorship or services; but in no event later than the Expiration Date.

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g)      Required Approvals.  If at any time, the Committee shall determine, in its discretion, that the registration, qualification or other approval of or in connection with the Plan or the Common Shares covered thereby is necessary or desirable under any provincial, state, or federal law, then the Option may not be exercised, in whole or in part, unless and until such registration, qualification or approval shall have been obtained, free of any condition not acceptable to the Committee of the Corporation.  The Optionee shall, to the extent applicable, cooperate with the Corporation in relation thereto and shall have no claim or cause of action against the Corporation or any of its officers, directors or shareholders as the result of any failure by the Corporation to take any steps to obtain any such registration, qualification or approval.

h)      Adjustment to Number of Shares.  Subject to any rules under Section 409A of the Code required to be applied to an Option in order for the Option to not constitute nonqualified deferred compensation under such Section, and subject to any required approvals of applicable regulatory authorities and stock exchanges, and in accordance with Section 5(d) of the Plan, in the event of any merger, reorganization, consolidation, recapitalization, dividend (other than a regular cash dividend) or distribution (whether in cash, shares or other property), stock split, reverse stock split, spin-off or similar transaction or other change in corporate structure affecting the Common Shares or the value thereof, such adjustments and other substitutions shall be made to the Plan and to the Option as the Committee, in its sole discretion and in accordance with Section 409A of the Code, deems equitable or appropriate, including such adjustments in the aggregate number, class and kind of securities that may be delivered under the Plan and, in the aggregate or to any one Optionee, in the number, class, kind and option or exercise price of securities subject to outstanding Options granted under the Plan (including, if the Committee deems appropriate, the substitution of similar options to purchase the shares of, or other awards denominated in the shares of, another company) as the Committee may determine to be appropriate in its sole discretion; provided, however, that the number of Common Shares subject to any Option shall always be a whole number.

i)          Clawback.   The Optionee acknowledges that he or she has read the Company’s Executive Incentive Compensation Recoupment Policy (the “Clawback Policy”) attached as Appendix B hereto.  In consideration of the grant of the Award, the Optionee agrees to abide by the Corporation’s Clawback Policy and any determinations of the Board or the Committee pursuant to the Clawback Policy or any similar clawback or recoupment policy which the Corporation may adopt from time to time to the extent the Board determines in good faith that the adoption and maintenance of such policy is necessary to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or is otherwise required by applicable law.  The Optionee acknowledges and agrees that the Award received by the Optionee pursuant to this Agreement shall be subject to forfeiture, recovery by the Corporation or other action pursuant to the Clawback Policy or any such other clawback or recoupment policy.  This Section 1(i) shall survive the termination of the Optionee’s employment for any reason.  The foregoing remedy is in addition to and separate from any other relief available to the Corporation due to the Optionee’s misconduct or fraud.  Any determination by the Boardor the Committee with respect to the foregoing shall be final, conclusive and binding upon the Optionee and all persons claiming through the Optionee.

j)        No Rights as Shareholder.  The Optionee shall not have any rights as a shareholder with respect to any Common Shares subject to the Option prior to the date of issuance to the Optionee of such Common Shares.

2)      Option and Employment.  Nothing in this Agreement shall confer upon the Optionee any right with respect to continuance of employment or as an officer or director with or service provider to the Corporation, or any affiliate or subsidiary of the Corporation, nor shall it interfere in any way with the right of the Corporation, or any affiliate or subsidiary of the Corporation, by which the Optionee is employed or of which the Optionee is a director or service provider to terminate the Optionee’s employment or directorship or services at any time in accordance with applicable law.

3)      Effect of Change in Control.

a)      In the event of a Change in Control (as defined in Appendix A) and the Optionee’s involuntary termination of employment within ###TIME_PERIOD### after a Change in Control, notwithstanding the provisions of subsection 1(a) of this Agreement, the Option shall immediately become exercisable in full.

b)      In the event of a Change in Control pursuant to paragraph (1) or (2) of Appendix A, the Board (as constituted prior to such Change in Control) may, in its discretion (subject to existing contractual arrangements), require that the Option, in whole or in part, be surrendered to the Corporation by the Optionee and be immediately cancelled by the Corporation, and provide for the Optionee to receive a cash payment from the Corporation in an amount equal to the number of Common Shares subject to the Option immediately prior to such cancellation (but after giving effect to any adjustment pursuant to Section 5(d) of the Plan in respect of any transaction that gives rise to such Change in Control), multiplied by the excess, if any, of (i) the greater of (A) the highest per share price offered to holders of common stock in any transaction whereby the Change in Control takes place and (B) the Fair Market Value of a Common Share on the date on which such Change of Control occurs over (ii) the exercise price.

c)      In the event of a Change in Control pursuant to paragraph (3) or (4) of Appendix A, the Board of Directors (as constituted prior to such Change in Control) may, in its discretion (subject to existing contractual arrangements):

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(i)         require that shares of stock of the corporation resulting from such Change in Control, or a parent corporation thereof, be substituted for some or all of the Common Shares subject to the Option, with an appropriate and equitable adjustment to the exercise price of such Option, as determined by the Board of Directors, such adjustment to be made without an increase in the aggregate purchase price; and/or

(ii)        require the Option, in whole or in part, to be surrendered to the Corporation by the Optionee, and to be immediately cancelled by the Corporation, and provide for the Optionee to receive (a) a cash payment in an amount not less than the amount determined by multiplying the number of Common Shares subject to the Option immediately prior to such cancellation (but after giving effect to any adjustment pursuant to Section 5(d) of the Plan in respect of any transaction that gives rise to such Change in Control), by the excess, if any, of the highest per share price offered to holders of common stock in any transaction whereby the Change in Control takes place over the exercise price, (b) shares of stock of the corporation resulting from such Change in Control, or a parent corporation thereof, having a Fair Market Value not less than the amount determined under clause (a) above or (c) a combination of a payment of cash pursuant to clause (a) above and the issuance of shares pursuant to clause (b) above.

4)      Plan Incorporated into Agreement.  The Optionee acknowledges receipt of a copy of the Plan, the terms of which are incorporated into this Agreement by reference.  In the event of any conflict between the terms of the Plan and this Agreement, the terms of the Plan shall prevail.

5)      General.  Time shall be of the essence hereof.  This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns, as the case may be. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

DATED as of the date first above written.

Catamaran Corporation

By: ###MK###
Name: Mike Shapiro
Title: Senior Vice President, Finance

###HIDE_IF_NO_ACCEPTANCE_DATE_START###

###ACCEPTANCE_DATE###

###HIDE_IF_NO_ACCEPTANCE_DATE_END###

Jennifer Guico

Plan Coordinator

1600 McConnor Parkway

Schaumburg, IL 60173

Phone: 224-231-1638

Fax: 224-231-1915

Email: Jennifer.Guico@catamaranrx.com

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Appendix A to Catamaran Corporation

Stock Option Agreement for Employees

 For purposes of this Agreement “Change in Control” shall mean:

          (1)                    the acquisition by any individual, entity or group (a “Person”), including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act, of more than 50% of either (i) the then outstanding shares of common stock of the Corporation (the “Outstanding Corporation Common Stock”) or (ii) the combined voting power of the then outstanding securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”); provided, however, that the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Corporation (excluding any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities unless such outstanding convertible or exchangeable securities were acquired directly from the Corporation), (B) any acquisition by the Corporation, (C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Corporation or any corporation controlled by the Corporation or (D) any acquisition by any corporation pursuant to a reorganization, merger or consolidation involving the Corporation, if, immediately after such reorganization, merger or consolidation, each of the conditions described in clauses (i), (ii) and (iii) of subsection (3) of this Appendix A shall be satisfied; and provided further that, for purposes of clause (B), if any Person (other than the Corporation or any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any corporation controlled by the Corporation) shall become the beneficial owner of  more than 50% of the Outstanding Corporation Common Stock or more than 50% of the Outstanding Corporation Voting Securities by reason of an acquisition by the Corporation and such Person shall, after such acquisition by the Corporation, become the beneficial owner of any additional shares of the Outstanding Corporation Common Stock or any additional Outstanding Corporation Voting Securities and such beneficial ownership is publicly announced, such additional beneficial ownership shall constitute a Change in Control;

         (2)                    individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of such Board; provided, however, that any individual who becomes a director of the Corporation subsequent to the date hereof whose election, or nomination for election by the Corporation’s shareholders, was approved by the vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed to have been a member of the Incumbent Board; and provided further, that no individual who was initially elected as a director of the Corporation as a result of an actual or threatened solicitation by a Person other than the Board for the purpose of opposing a solicitation by any other Person with respect to the election or removal of directors or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board shall be deemed to have been a member of the Incumbent Board;

         (3)                    consummation of a reorganization, merger or consolidation unless, in any such case, immediately after such reorganization, merger or consolidation, (i) 50% or more of the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and 50% or more of the combined voting power of the then outstanding securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals or entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and the Outstanding Corporation Voting Securities immediately prior to such reorganization, merger or consolidation and in substantially the same proportions relative to each other as their ownership, immediately prior to such reorganization, merger or consolidation, of the Outstanding Corporation Common Stock and the Outstanding Corporation Voting Securities, as the case may be, (ii) no Person (other than the Corporation, any employee benefit plan (or related trust) sponsored or maintained by the Corporation or the corporation resulting from such reorganization, merger or consolidation (or any corporation controlled by the Corporation) and any Person which beneficially owned, immediately prior to such reorganization, merger or consolidation, directly or indirectly, more than 50% of the Outstanding Corporation Common Stock or the Outstanding Corporation Voting Securities, as the case may be) beneficially owns, directly or indirectly, more than 50% of the then outstanding shares of common stock of such corporation or more than 50% of the combined voting power of the then outstanding securities of such corporation entitled to vote generally in the election of directors and (iii) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such reorganization, merger or consolidation; or

5

         (4)                    consummation of (i) a plan of complete liquidation or dissolution of the Corporation or (ii) the sale or other disposition of all or substantially all of the assets of the Corporation other than to a corporation with respect to which, immediately after such sale or other disposition, (A) 50% or more of the then outstanding shares of common stock thereof and 50% or more of the combined voting power of the then outstanding securities thereof entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and the Outstanding Corporation Voting Securities immediately prior to such sale or other disposition and in substantially the same proportions relative to each other as their ownership, immediately prior to such sale or other disposition, of the Outstanding Corporation Common Stock and the Outstanding Corporation Voting Securities, as the case may be, (B) no Person (other than the Corporation, any employee benefit plan (or related trust) sponsored or maintained by the Corporation or such corporation (or any corporation controlled by the Corporation) and any Person which beneficially owned, immediately prior to such sale or other disposition, directly or indirectly, more than 50% of the Outstanding Corporation Common Stock or the Outstanding Corporation Voting Securities, as the case may be) beneficially owns, directly or indirectly, more than 50% of the then outstanding shares of common stock thereof or more than 50% of the combined voting power of the then outstanding securities thereof entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors thereof were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition.

6

APPENDIX B

CATAMARAN, INC.

EXECUTIVE INCENTIVE COMPENSATION RECOUPMENT POLICY
(adopted March 6, 2013)

A.     Introduction                   Accountability is one of our core values. To encourage the senior executives of Catamaran, Inc. (the “Company”) to take responsibility and affirm the Company’s commitment to integrity and the highest standards of ethical conduct, to reinforce these values through our compensation program, and to support good governance practices, the Board of Directors has determined that it is in the best interests of the Company to adopt an Executive Compensation Recoupment Policy (the “Recoupment Policy”), providing for the Company’s recoupment, or “clawback”, of certain incentive compensation paid to senior executives and other officers who are direct reports of the chief executive officer under certain circumstances. This Policy shall apply to all Executive Incentive Compensation paid or awarded on or after March 6, 2013.
 In cases of a material financial statement restatement where a Covered Officer’s fraud or misconduct has caused the restatement, the Board may determine to recoup incentive compensation which was paid or vested based upon the achievement of certain financial results (including gains from the sale of vested shares) to the extent that the amount of such compensation would have been lower if the financial results had been properly reported and may seek to cancel equity awards where the financial results of the Company were considered in granting such awards.

B.     Definitions For purposes of this Policy, the following terms shall have the meanings set forth below:
 “Covered Officers” shall mean executive officers designated by the Board as officers for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and any other executives who are direct reports of the chief executive officer commencing with the effective date of this policy, as well as executives who become former officers after the effective date.
 “Incentive Compensation” shall mean bonuses or awards under the Company’s short and long-term incentive bonus plans, grants and awards under the Company’s equity incentive plans, and contributions under the Company’s deferred compensation plans where the contributions are based on the achievement of financial results.
 “Misconduct” shall mean a knowing violation of SEC rules and regulations or Company policy. Determinations of Misconduct for purposes of this Policy shall be made by the Board in its sole and absolute discretion (or, if the Board has delegated such authority to the Compensation Committee, by the Compensation Committee in its sole and absolute discretion) independently of, and the Board (or the Compensation Committee) shall not be bound by determinations by management that a Covered Officer has or has not met any particular standard of conduct under law or Company policy.

C.     Recoupment of Incentive Compensation In the event of a material restatement of financial results, other than as a result of a change in accounting principles (a “Restatement”) where a Covered Officer engaged in fraud or Misconduct that caused the need for the Restatement, the Board will review all Incentive Compensation paid to Covered Officers on the basis of having met or exceeded specific performance targets for performance periods during the Restatement period. To the extent permitted by applicable law, the Board will seek to recoup Incentive Compensation, in all appropriate cases (taking into account all relevant factors, including whether the assertion of a recoupment claim may prejudice the interests of the Company in any related proceeding or investigation), paid to any Covered Officer on or after March 6, 2013, if and to the extent that (i) the amount (or vesting) of Incentive Compensation was calculated based upon the achievement of certain financial results that were subsequently reduced due to a Restatement, and (ii) the amount (or vesting) of Incentive Compensation that would have been paid (or, in the case of equity-based compensation, vested) to the Covered Officer had the financial results been properly reported would have been lower than the amount actually paid (or, in the case of equity-based compensation, vested). In the case of equity awards that vested based on the achievement of financial results that were subsequently reduced, the Board also may seek to recover gains from the sale or disposition of vested shares (including shares purchased upon the exercise of options that vested based on the achievement of financial results). In addition, the Board may to the extent it deems appropriate determine to cancel outstanding equity awards where the Board or the Compensation Committee took into account the financial performance of the Company in granting such awards and the financial results were subsequently reduced due to such a Restatement.

D.     Binding Effect of Determinations by Board; Delegation The Board may delegate to the Compensation Committee all determinations to be made and actions to be taken by the Board under this Policy. Any determination made by the Board or the Compensation Committee under this Policy shall be final, binding and conclusive on all parties.

7

E.     Limitation on Period for Recoupment The Board may look back over the three-year period prior to the restatement for the recoupment under Section C of this Policy.

F.      Sources of Recoupment The Board may seek recoupment from the Covered Officers from any of the following sources: prior incentive compensation payments; future payments of incentive compensation; cancellation of outstanding equity awards; future equity awards; and direct repayment.

G.    Severability If any provision of this Policy or the application of any such provision to any Covered Officer shall be adjudicated to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Policy, and the invalid, illegal or unenforceable provisions shall be deemed amended to the minimum extent necessary to render any such provision or application enforceable.

H.    No Impairment of Other Remedies

This Policy does not preclude the Company from taking any other action to enforce a Covered Officer’s obligations to the Company, including termination of employment or institution of civil or criminal proceedings.
 This Policy is in addition to the requirements of Section 304 of the Sarbanes-Oxley Act of 2002 that are applicable to the Company’s Chief Executive Officer and Chief Financial Officer.
 This Policy will be reviewed from time to time, and, if necessary, amended to comply with new mandates under the Dodd-Frank Wall Street Reform and Consumer Protection Act.
 I, the undersigned, have been given a copy of the Catamaran Executive Incentive Compensation Recoupment Policy prior to the date hereof and hereby acknowledge that I have read it, understand it and agree to abide by it.

8

EX-31.1

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 2, 2014
By:	/s/ Mark Thierer
	Mark Thierer
	Chief Executive Officer

EX-31.2

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 2, 2014
By:	/s/ Michael Shapiro
	Michael Shapiro
	Chief Financial Officer

EX-32.1

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 (i) the Quarterly Report on Form 10-Q of Catamaran Corporation for the quarter ended March 31, 2014 (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 2, 2014

EX-32.2

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 (i) the Quarterly Report on Form 10-Q of Catamaran Corporation for the quarter ended March 31, 2014 (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 2, 2014

XML

Stock-Based Compensation (Details) 1 (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Stockholders' Equity [Line Items]
Stock-based compensation	$ 6,828	$ 6,644
LTIP [Member]
Stockholders' Equity [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	4,677,031
Assumed Plans [Member]
Stockholders' Equity [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	684,857

XML

Earnings Per Share (Details) 1	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
Earnings Per Share [Abstract]
Weighted average number of shares used in computing basic EPS	206,525,188		205,576,875
Add dilutive common stock equivalents:
Outstanding stock options and restricted stock units	561,489	[1]	846,674	[1]
Weighted average number of shares used in computing diluted EPS	207,086,677		206,423,549

[1] Excludes 1,389,283 and 503,379 common stock equivalents for the three-month period ended March 31, 2014 and 2013 because their effect was anti-dilutive.

XML

Financial Instruments (Details) (USD $)		3 Months Ended
	Mar. 31, 2014	Mar. 31, 2014 Interest Rate Swap [Member]	Mar. 31, 2014 Interest Rate Swap [Member] Fair Value, Measurements, Recurring [Member]	Dec. 31, 2013 Fair Value, Inputs, Level 2 [Member] Fair Value, Measurements, Recurring [Member]	Mar. 31, 2014 Fair Value, Inputs, Level 2 [Member] Interest Rate Swap [Member] Fair Value, Measurements, Recurring [Member]
Derivative [Line Items]
Length of interest rate swap		3 years
Notional amount of interest rate cash flow hedge derivatives		$ 500,000,000
Libor rate		0.519%
Effective interest rate		2.14%
Basis spread on variable rate		1.625%
Fair value of interest rate swap				1,719,000	1,858,000
Cash flow hedge loss reclassified to interest expense			400,000
Deferred expenses related to derivative instruments	$ 1,000,000

XML

Business Combinations Pro Forma Information (Details) (Restat [Member], USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Restat [Member]
Business Acquisition, Pro Forma Information [Abstract]
Revenue	$ 3,414,064
Gross profit	265,572
Net income attributable to the Company	$ 56,642
Earnings per share attributable to the Company:
Basic (in dollars per share)	$ 0.28
Diluted (in dollars per share)	$ 0.27
Weighted average number of shares used in computing earnings per share:
Basic (in shares)	205,576,875
Diluted (in shares)	206,423,549

XML

Goodwill and Other Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Changes in carrying amounts of goodwill by reportable segments

The changes in the carrying amounts of goodwill by reportable segment for the three months ended March 31, 2014 are as follows (in thousands):

	PBM		HCIT		Total
Balance at December 31, 2013	$	4,700,610	$	19,665	$	4,720,275
Measurement period adjustments (a)	254		—		254
Working capital adjustment (b)	2,026		—		2,026
Acquisitions	—		—		—
Balance at March 31, 2014	$	4,702,890	$	19,665	$	4,722,555

(a) Represents adjustments to the fair value of assets acquired and liabilities assumed for recent acquisitions during the measurement period. The measurement period adjustments were not recast to the 2013 consolidated financial statements as they were not deemed material.

(b) Represents adjustments to purchase price for the Restat acquisition, including settlement of working capital adjustment

Components of intangible assets

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, 2014						December 31, 2013
	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
Customer relationships	$	1,527,722	$	408,984	$	1,118,738	$	1,528,475	$	355,737	$	1,172,738
Non-compete agreements	11,920		5,594		6,326		13,430		6,463		6,967
Other intangible assets	3,060		1,691		1,369		3,060		1,346		1,714
Total	$	1,542,702	$	416,269	$	1,126,433	$	1,544,965	$	363,546	$	1,181,419

XML

Concentration Risk (Details) (Customer Concentration Risk [Member])	3 Months Ended			12 Months Ended
	Mar. 31, 2014 Sales [Member] Customer One [Member]	Mar. 31, 2013 Sales [Member] Customer One [Member]	Mar. 31, 2014 Accounts Receivable [Member] Customer One [Member]	Dec. 31, 2013 Accounts Receivable [Member] Customer Two [Member]
Concentration Risk [Line Items]
Concentration risk, percentage, period	33.00%	20.00%
Concentration risk, percentage			16.00%	15.00%

XML

Stock-Based Compensation (Details) 4 (USD $)	3 Months Ended
	Mar. 31, 2014
Restricted Stock Units Performance Based [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years
LTIP Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant date fair value of restricted units outstanding (per unit)	$ 44.49
LTIP Plan [Member] | Restricted Stock Units Time Based [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of restricted units granted	292,984
Number of restricted units outstanding	775,207
LTIP Plan [Member] | Restricted Stock Units Performance Based [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of restricted units granted	392,388
Number of restricted units outstanding	847,220
LTIP Plan [Member] | Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant date value of restricted units granted (per unit)	$ 44.84
Assumed Plans [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant date fair value of restricted units outstanding (per unit)	$ 47.31
Assumed Plans [Member] | Restricted Stock Units Time Based [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of restricted units granted	144,607
Number of restricted units outstanding	316,990
Assumed Plans [Member] | Restricted Stock Units Performance Based [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of restricted units granted	67,064
Number of restricted units outstanding	73,378
Assumed Plans [Member] | Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant date value of restricted units granted (per unit)	$ 44.71
Straight Line Vesting Basis [Member] | Restricted Stock Units Time Based [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	2 years
Straight Line Vesting Basis [Member] | Restricted Stock Units Time Based [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years
Cliff Vesting [Member] | Restricted Stock Units Time Based [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years
Cliff Vesting [Member] | Restricted Stock Units Time Based [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years

XML

Debt (Details) (USD $)	3 Months Ended				0 Months Ended		3 Months Ended	1 Months Ended	3 Months Ended	12 Months Ended	3 Months Ended	12 Months Ended	1 Months Ended	3 Months Ended		3 Months Ended				1 Months Ended			3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013	Jul. 02, 2012	Jul. 02, 2012 Revolving Credit Facility [Member]	Jul. 02, 2012 Term Loan Facility [Member]	Mar. 31, 2014 Term Loan Facility [Member]	Mar. 31, 2014 Secured Debt [Member] Revolving Credit Facility [Member]	Mar. 31, 2014 Secured Debt [Member] Revolving Credit Facility [Member]	Dec. 31, 2013 Secured Debt [Member] Revolving Credit Facility [Member]	Mar. 31, 2014 Secured Debt [Member] Term Loan Facility [Member]	Dec. 31, 2013 Secured Debt [Member] Term Loan Facility [Member]	Mar. 31, 2014 4.75% Senior Notes [Member]	Mar. 31, 2014 4.75% Senior Notes [Member]	Dec. 31, 2013 4.75% Senior Notes [Member]	Mar. 31, 2014 Federal Funds Rate [Member] Revolving Credit Facility [Member]	Mar. 31, 2014 Federal Funds Rate [Member] Term Loan Facility [Member]	Mar. 31, 2014 LIBOR [Member] Revolving Credit Facility [Member]	Mar. 31, 2014 LIBOR [Member] Term Loan Facility [Member]	Mar. 31, 2014 Amended Credit Agreement [Member] Revolving Credit Facility [Member]	Jan. 31, 2014 Amended Credit Agreement [Member] Term Loan Facility [Member]	Mar. 31, 2014 Amended Credit Agreement [Member] Term Loan Facility [Member]	Mar. 31, 2014 Debt Instrument, Redemption, Period One [Member] 4.75% Senior Notes [Member]	Mar. 31, 2014 Debt Instrument, Redemption, Period One [Member] Minimum [Member] 4.75% Senior Notes [Member]	Mar. 31, 2014 Debt Instrument, Redemption, Period One [Member] Maximum [Member] 4.75% Senior Notes [Member]	Mar. 31, 2014 Financial guarantee 4.75% Senior Notes [Member]
Line of Credit Facility [Line Items]
Stated interest rate													4.75%	4.75%
Long-term Debt, by Category, Current and Noncurrent [Abstract]
Long-term debt							$ 981,250,000	$ 0	$ 0	$ 300,000,000	$ 960,366,000	$ 965,363,000	$ 492,545,000	$ 492,545,000	$ 0							$ 981,300,000
Less current maturities	(56,250,000)		(50,000,000)
Long-term debt	1,396,661,000		1,215,363,000
Debt amount				1,800,000,000.0	800,000,000	1,000,000,000							500,000,000	500,000,000
Proceeds from issuance of debt													492,500,000
Debt discount													7,500,000	7,500,000
Debt issuance cost paid													1,800,000
Repayments of Long-term Lines of Credit								300,000,000												300,000,000	6,300,000
Amortization of financing costs and debt discounts														100,000
Trigger amount for redemption of debt																										175,000,000
Redemption period																								30 days	60 days
Redemption price, percentage of principle amount redeemable																							100.00%
Redemption price, percentage																							101.00%
Percentage of aggregate amount of debt required to make note due and payable immediately																							25.00%
Term of long-term debt					5 years	5 years
Line of credit, remaining borrowing capacity																				800,000,000
Amortization related to financing costs and debt discounts	$ 2,100,000	$ 2,500,000
Initial applicable margin for borrowings																0.50%	0.50%	1.00%	1.00%				0.50%
Interest rate during period							1.81%		1.81%	1.81%	1.81%	1.81%

XML

Condensed Consolidating Financial Statements Income Statement (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Condensed Income Statements, Captions [Line Items]
Revenue	$ 4,914,479	$ 3,219,716
Cost of revenue	4,599,817	2,971,344
Gross profit	314,662	248,372
Expenses:
Selling, general and administrative	130,519	100,495
Depreciation of property and equipment	12,368	6,970
Amortization of intangible assets	54,986	50,056
Operating Expenses	197,873	157,521
Operating income	116,789	90,851
Interest and other (income) expense, net	11,336	11,039
Equity in (income) in subsidiaries	0	0
Income before income taxes	105,453	79,812
Income tax expense	28,108	23,028
Net income	77,345	56,784
Less: Net income attributable to non-controlling interest	13,900	5,376
Net income attributable to the Company	63,445	51,408
Reportable Legal Entities [Member] | Catamaran Corporation [Member]
Condensed Income Statements, Captions [Line Items]
Revenue	11,041	7,913
Cost of revenue	9,594	7,139
Gross profit	1,447	774
Expenses:
Selling, general and administrative	319	314
Depreciation of property and equipment	9	9
Amortization of intangible assets	0	0
Operating Expenses	328	323
Operating income	1,119	451
Interest and other (income) expense, net	9,966	(15,052)
Equity in (income) in subsidiaries	(72,292)	(35,904)
Income before income taxes	63,445	51,407
Income tax expense	0	0
Net income	63,445	51,407
Less: Net income attributable to non-controlling interest	0	0
Net income attributable to the Company	63,445	51,407
Reportable Legal Entities [Member] | Guarantors [Member]
Condensed Income Statements, Captions [Line Items]
Revenue	4,577,654	2,865,980
Cost of revenue	4,339,549	2,668,224
Gross profit	238,105	197,756
Expenses:
Selling, general and administrative	101,330	81,962
Depreciation of property and equipment	11,238	6,269
Amortization of intangible assets	53,339	48,422
Operating Expenses	165,907	136,653
Operating income	72,198	61,103
Interest and other (income) expense, net	778	25,538
Equity in (income) in subsidiaries	(17,402)	(14,169)
Income before income taxes	88,822	49,734
Income tax expense	16,530	13,830
Net income	72,292	35,904
Less: Net income attributable to non-controlling interest	0	0
Net income attributable to the Company	72,292	35,904
Reportable Legal Entities [Member] | Non-Guarantors [Member]
Condensed Income Statements, Captions [Line Items]
Revenue	697,416	466,834
Cost of revenue	622,306	416,992
Gross profit	75,110	49,842
Expenses:
Selling, general and administrative	28,870	18,219
Depreciation of property and equipment	1,121	692
Amortization of intangible assets	1,647	1,634
Operating Expenses	31,638	20,545
Operating income	43,472	29,297
Interest and other (income) expense, net	592	553
Equity in (income) in subsidiaries	0	0
Income before income taxes	42,880	28,744
Income tax expense	11,578	9,198
Net income	31,302	19,546
Less: Net income attributable to non-controlling interest	0	0
Net income attributable to the Company	31,302	19,546
Consolidations [Member]
Condensed Income Statements, Captions [Line Items]
Revenue	(371,632)	(121,011)
Cost of revenue	(371,632)	(121,011)
Gross profit	0	0
Expenses:
Selling, general and administrative	0	0
Depreciation of property and equipment	0	0
Amortization of intangible assets	0	0
Operating Expenses	0	0
Operating income	0	0
Interest and other (income) expense, net	0	0
Equity in (income) in subsidiaries	89,694	50,073
Income before income taxes	(89,694)	(50,073)
Income tax expense	0	0
Net income	(89,694)	(50,073)
Less: Net income attributable to non-controlling interest	13,900	5,376
Net income attributable to the Company	$ (103,594)	$ (55,449)

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Fair Value (Details) (Fair Value, Measurements, Recurring [Member], USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Fair Value, Inputs, Level 2 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative		$ 1,719
Fair Value, Inputs, Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent purchase price consideration	20,000	19,954
Estimate of Fair Value, Fair Value Disclosure [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent purchase price consideration	20,000	19,954
Derivative	1,858	1,719
Interest Rate Swap [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative	$ 1,858

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Basis of Presentation

3 Months Ended

Mar. 31, 2014

Basis of Presentation [Abstract]

Basis of Presentation

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, 2013. 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-month period ended March 31, 2014 are not necessarily indicative of the results to be expected for the full year ending December 31, 2014. 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, 2013.

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.

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Stock-Based Compensation (Details) 5 (Restricted Stock Units (RSUs) [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014
LTIP Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation costs on nonvested awards	$ 54,078
Unrecognized compensation costs on nonvested awards, weighted average period of recognition (in years)	2 years 6 months 22 days
Assumed Plans [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation costs on nonvested awards	$ 16,275
Unrecognized compensation costs on nonvested awards, weighted average period of recognition (in years)	3 years 2 months 8 days

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Fair Value (Tables)

3 Months Ended

Mar. 31, 2014

Fair Value Disclosures [Abstract]

Schedule of fair value measurements

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, 2014 and December 31, 2013 (in thousands):

	March 31, 2014
	Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Liabilities:
Contingent purchase price consideration	$	—	$	—	$	20,000	$	20,000
Derivative	$	—	$	1,858	$	—	$	1,858

	December 31, 2013
	Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Liabilities:
Contingent purchase price consideration	$	—	$	—	$	19,954	$	19,954
Derivative	$	—	$	1,719	$	—	$	1,719

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Segment Information (Tables)

3 Months Ended

Mar. 31, 2014

Segment Reporting [Abstract]

Schedule of financial information by segment

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,
	2014		2013
PBM:
Revenue	$	4,878,375	$	3,181,553
Cost of revenue	4,583,284		2,954,101
Gross profit	295,091		227,452
Total assets at March 31	8,392,454		7,177,351
HCIT:
Revenue	36,104		38,163
Cost of revenue	16,533		17,243
Gross profit	19,571		$	20,920
Total assets at March 31	402,019		119,443
Consolidated:
Revenue	4,914,479		3,219,716
Cost of revenue	4,599,817		2,971,344
Gross profit	314,662		248,372
Total assets at March 31	$	8,794,473	$	7,296,794

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Segment Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014 segment	Mar. 31, 2013	Dec. 31, 2013
Segment Reporting Information [Line Items]
Number of operating segments	2
Revenues	$ 4,914,479	$ 3,219,716
Cost of revenue	4,599,817	2,971,344
Gross profit	314,662	248,372
Total assets	8,794,473	7,296,794	7,995,763
P B M
Segment Reporting Information [Line Items]
Revenues	4,878,375	3,181,553
Cost of revenue	4,583,284	2,954,101
Gross profit	295,091	227,452
Total assets	8,392,454	7,177,351
H C I T
Segment Reporting Information [Line Items]
Revenues	36,104	38,163
Cost of revenue	16,533	17,243
Gross profit	19,571	20,920
Total assets	$ 402,019	$ 119,443

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Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2014

Earnings Per Share [Abstract]

Schedule of weighted average number of shares

The following is the reconciliation between the number of weighted average shares used in the basic and diluted EPS calculations for the three-month period ended March 31, 2014 and 2013:

	Three Months Ended March 31,
	2014	2013
Weighted average number of shares used in computing basic EPS	206,525,188	205,576,875
Add dilutive common stock equivalents:
Outstanding stock options and restricted stock units (a)	561,489	846,674
Weighted average number of shares used in computing diluted EPS	207,086,677	206,423,549

(a) Excludes 1,389,283 and 503,379 common stock equivalents for the three-month period ended March 31, 2014 and 2013 because their effect was anti-dilutive.

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Condensed Consolidating Financial Statements (Tables)

3 Months Ended

Mar. 31, 2014

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Summary of condensed balance sheets

CATAMARAN CORPORATION

Condensed Consolidated Balance Sheets

(in thousands)

	Catamaran Corporation		Guarantors		Non-Guarantors		Consolidations			Consolidated
As of March 31, 2014
ASSETS
Current assets
Cash and cash equivalents	$	201,288	$	446,612	$	36,815	$	—		$	684,715
Restricted cash	—		27,386		4,836		—			32,222
Accounts receivable, net	—		907,326		328,755		(104,656		)	1,131,425
Rebates receivable	45,264		996,215		110,220		(483,646		)	668,053
Other current assets	50		112,608		40,132		—			152,790
Intercompany receivable	126,874		107,889		—		(234,763		)	—
Total current assets	373,476		2,598,036		520,758		(823,065		)	2,669,205
Property and equipment, net	73		159,088		32,143		—			191,304
Goodwill	—		4,639,090		83,465		—			4,722,555
Other intangible assets, net	—		1,106,867		19,566		—			1,126,433
Investment in subsidiaries	6,053,157		112,590		37,071		(6,202,818		)	—
Other long-term assets	16,591		47,786		22,023		(1,424		)	84,976
Total assets	$	6,443,297	$	8,663,457	$	715,026	$	(7,027,307	)	$	8,794,473
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	—	$	1,016,210	$	72,835	$	(127,006	)	$	962,039
Accrued expenses and other current liabilities	3,649		259,708		32,188		—			295,545
Rebates payable	—		1,158,134		44,412		(483,646		)	718,900
Current portion - long-term debt	56,250		—		—		—			56,250
Intercompany payable	—		—		200,819		(200,819		)	—
Total current liabilities	59,899		2,434,052		350,254		(811,471		)	2,032,734
Deferred income taxes	—		286,060		5,301		—			291,361
Long-term debt	1,396,661		—		—		—			1,396,661
Other long-term liabilities	1,858		61,625		23,447		—			86,930
Total liabilities	1,458,418		2,781,737		379,002		(811,471		)	3,807,686
Commitments and contingencies (Note 10)
Shareholders’ equity
Total shareholders' equity	4,984,879		5,881,720		334,779		(6,216,499		)	4,984,879
Non-controlling interest	—		—		1,245		663			1,908
Total equity	4,984,879		5,881,720		336,024		(6,215,836		)	4,986,787
Total liabilities and equity	$	6,443,297	$	8,663,457	$	715,026	$	(7,027,307	)	$	8,794,473

CATAMARAN CORPORATION

Condensed Consolidated Balance Sheets

(in thousands)

	Catamaran Corporation		Guarantors		Non-Guarantors		Consolidations			Consolidated
As of December 31, 2013
ASSETS
Current assets
Cash and cash equivalents	$	15,090	$	350,889	$	21,262	$	—		$	387,241
Restricted cash	—		27,384		4,836		—			32,220
Accounts receivable, net	194		954,006		61,319		(55,933		)	959,586
Rebates receivable	35,777		473,924		92,227		(295,973		)	305,955
Other current assets	107		114,808		16,785		20,973			152,673
Intercompany receivable	130,743		—		125,888		(256,631		)	—
Total current assets	181,911		1,921,011		322,317		(587,564		)	1,837,675
Property and equipment, net	69		188,676		8,262		—			197,007
Goodwill	—		4,636,810		83,465		—			4,720,275
Other intangible assets, net	—		1,160,205		21,214		—			1,181,419
Investment in subsidiaries	5,980,865		105,947		—		(6,086,812		)	—
Other long-term assets	15,674		30,144		59,932		(46,363		)	59,387
Total assets	$	6,178,519	$	8,042,793	$	495,190	$	(6,720,739	)	$	7,995,763
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	—	$	840,055	$	37,251	$	(59,501	)	$	817,805
Accrued expenses and other current liabilities	2,947		200,071		28,403		22,679			254,100
Rebates payable	—		612,173		40,065		(295,973		)	356,265
Current portion - long-term debt	50,000		—		—		—			50,000
Intercompany payable	—		232,124		—		(232,124		)	—
Total current liabilities	52,947		1,884,423		105,719		(564,919		)	1,478,170
Deferred income taxes	—		296,040		5,301		—			301,341
Long-term debt	1,215,363		—		—		—			1,215,363
Other long-term liabilities	1,719		86,600		23,651		(22,579		)	89,391
Total liabilities	1,270,029		2,267,063		134,671		(587,498		)	3,084,265
Commitments and contingencies (Note 10)
Shareholders’ equity
Total shareholders' equity	4,908,490		5,775,730		359,274		(6,135,004		)	4,908,490
Non-controlling interest	—		—		1,245		1,763			3,008
Total equity	4,908,490		5,775,730		360,519		(6,133,241		)	4,911,498
Total liabilities and equity	$	6,178,519	$	8,042,793	$	495,190	$	(6,720,739	)	$	7,995,763

Summary of condensed income statements

CATAMARAN CORPORATION

Condensed Consolidated Statements of Operations

(in thousands)

	Catamaran Corporation			Guarantors			Non-Guarantors		Consolidations			Consolidated
For the Three Months ended March 31, 2014
Revenue	$	11,041		$	4,577,654		$	697,416	$	(371,632	)	$	4,914,479
Cost of revenue	9,594			4,339,549			622,306		(371,632		)	4,599,817
Gross profit	1,447			238,105			75,110		—			314,662
Expenses:
Selling, general and administrative	319			101,330			28,870		—			130,519
Depreciation of property and equipment	9			11,238			1,121		—			12,368
Amortization of intangible assets	—			53,339			1,647		—			54,986
	328			165,907			31,638		—			197,873
Operating income	1,119			72,198			43,472		—			116,789
Interest and other expense, net	9,966			778			592		—			11,336
Equity in (income) in subsidiaries	(72,292		)	(17,402		)	—		89,694			—
Income before income taxes	63,445			88,822			42,880		(89,694		)	105,453
Income tax expense	—			16,530			11,578		—			28,108
Net income	63,445			72,292			31,302		(89,694		)	77,345
Less net income attributable to non-controlling interest	—			—			—		13,900			13,900
Net income attributable to the Company	$	63,445		$	72,292		$	31,302	$	(103,594	)	$	63,445

CATAMARAN CORPORATION

Condensed Consolidated Statements of Operations

(in thousands)

	Catamaran Corporation			Guarantors			Non-Guarantors		Consolidations			Consolidated
For the Three Months ended March 31, 2013
Revenue	$	7,913		$	2,865,980		$	466,834	$	(121,011	)	$	3,219,716
Cost of revenue	7,139			2,668,224			416,992		(121,011		)	2,971,344
Gross profit	774			197,756			49,842		—			248,372
Expenses:
Selling, general and administrative	314			81,962			18,219		—			100,495
Depreciation of property and equipment	9			6,269			692		—			6,970
Amortization of intangible assets	—			48,422			1,634		—			50,056
	323			136,653			20,545		—			157,521
Operating income	451			61,103			29,297		—			90,851
Interest and other (income) expense, net	(15,052		)	25,538			553		—			11,039
Equity in (income) in subsidiaries	(35,904		)	(14,169		)	—		50,073			—
Income before income taxes	51,407			49,734			28,744		(50,073		)	79,812
Income tax expense	—			13,830			9,198		—			23,028
Net income	51,407			35,904			19,546		(50,073		)	56,784
Less net income attributable to non-controlling interest	—			—			—		5,376			5,376
Net income attributable to the Company	$	51,407		$	35,904		$	19,546	$	(55,449	)	$	51,408

Summary of condensed cash flow statements

CATAMARAN CORPORATION

Condensed Consolidated Statements of Cash Flows

(in thousands)

	Catamaran Corporation			Guarantors			Non-Guarantors			Consolidations			Consolidated
For the Three Months ended March 31, 2014
Cash flows from operating activities:
Net cash provided (used) by operating activities	$	43,878		$	419,040		$	(194,699	)	$	(132,543	)	$	135,676
Cash flows from investing activities:
Acquisitions, net of cash acquired	—			(2,026		)	—			—			(2,026		)
Purchases of property and equipment	(13		)	(4,833		)	(7,936		)	—			(12,782		)
Net cash used in investing activities	(13		)	(6,859		)	(7,936		)	—			(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	(66,269		)	(299,906		)	233,632			132,543			—
Distributions to non-controlling interest	—			—			(15,000		)	—			(15,000		)
Proceeds from restricted stock	18,185			(17,741		)	(444		)	—			—
Net cash provided (used) by financing activities	142,281			(316,458		)	218,188			132,543			176,554
Effect of foreign exchange on cash balances	52			—			—			—			52
Change in cash and cash equivalents	186,198			95,723			15,553			—			297,474
Cash and cash equivalents, beginning of period	15,090			350,889			21,262			—			387,241
Cash and cash equivalents, end of period	$	201,288		$	446,612		$	36,815		$	—		$	684,715

CATAMARAN CORPORATION

Condensed Consolidated Statements of Cash Flows

(in thousands)

	Catamaran Corporation			Guarantors			Non-Guarantors			Consolidations			Consolidated
For the Three Months ended March 31, 2013
Cash flows from operating activities:
Net cash provided (used) by operating activities	$	37,310		$	82,038		$	606		$	(56,649	)	$	63,305
Cash flows from investing activities:
Purchases of property and equipment	—			(25,243		)	—			—			(25,243		)
Proceeds from restricted cash	—			20,004			—			—			20,004
Net cash used by investing activities	—			(5,239		)	—			—			(5,239		)
Cash flows from financing activities:
Repayment of long-term debt	(100,000		)	—			—			—			(100,000		)
Proceeds from exercise of options	1,117			(325		)	(7		)	—			785
Tax benefit on option exercises	—			4,924			4			—			4,928
Payments of contingent consideration	—			(18,338		)	(4,865		)	—			(23,203		)
Net transactions with parent and affiliates	12,779			(75,992		)	6,564			56,649			—
Proceeds from restricted stock	20,759			(20,475		)	(284		)	—			—
Net cash (used) provided by financing activities	(65,345		)	(110,206		)	1,412			56,649			(117,490		)
Effect of foreign exchange on cash balances	4			—			—			—			4
Change in cash and cash equivalents	(28,031		)	(33,407		)	2,018			—			(59,420		)
Cash and cash equivalents, beginning of period	33,603			303,832			33,341			—			370,776
Cash and cash equivalents, end of period	$	5,572		$	270,425		$	35,359		$	—		$	311,356

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Description of Business

3 Months Ended

Mar. 31, 2014

Description of Business [Abstract]

Description of Business

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.”

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Business Combinations Restat (Details) (USD $)	3 Months Ended			0 Months Ended		3 Months Ended	0 Months Ended						0 Months Ended			0 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013	Jul. 02, 2012 Revolving Credit Facility [Member]	Oct. 02, 2013 Restat [Member]	Mar. 31, 2014 Restat [Member]	Oct. 02, 2013 Restat [Member] Customer Relationship - PBM [Member]	Oct. 02, 2013 Restat [Member] Customer Relationship, Cash Cards [Member]	Oct. 02, 2013 Restat [Member] Trademarks and Trade Names [Member]	Oct. 02, 2013 Restat [Member] Non-compete agreements [Member]	Oct. 02, 2013 Restat [Member] Initial Amounts Recognized at Acquisition Date [Member]		Oct. 02, 2013 Restat [Member] Measurement Period Adjustments [Member]		Oct. 02, 2013 Restat [Member] Current Amounts Recognized at Acquisition Date [Member]	Oct. 02, 2013 Restat [Member] Revolving Credit Facility [Member]
Business Acquisition [Line Items]
Purchase price					$ 409,500,000
Debt amount																350,000,000
Term of long-term debt				5 years												5 years
Goodwill expected to be tax deductible					225,800,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract]
Accounts receivable											13,842,000	[1]	0	[2]	13,842,000
Rebates receivable											6,635,000	[1]	(254,000)	[2]	6,381,000
Other current assets											383,000	[1]	0	[2]	383,000
Total current assets											20,860,000	[1]	(254,000)	[2]	20,606,000
Property and equipment											1,263,000	[1]	0	[2]	1,263,000
Intangible assets					182,720,000		143,200,000	35,500,000	1,000,000	3,020,000	182,720,000	[1]	0	[2]	182,720,000
Goodwill	4,722,555,000		4,720,275,000								223,474,000	[1]	2,280,000	[2]	225,754,000
Total assets acquired											428,317,000	[1]	2,026,000	[2]	430,343,000
Accounts payable											22,370,000	[1]	0	[2]	22,370,000
Rebates payable											16,106,000	[1]	0	[2]	16,106,000
Accrued liabilities											7,231,000	[1]	0	[2]	7,231,000
Total liabilities assumed											45,707,000	[1]	0	[2]	45,707,000
Net assets acquired											382,610,000	[1]	2,026,000	[2]	384,636,000
Measurement period adjustment paid to former Restat owners													2,000,000
Amortization of intangible assets	54,986,000	50,056,000				8,700,000
Future amortization expense, remainder of 2014	$ 158,200,000					$ 25,000,000
Acquired intangible assets, useful life							10 years	3 years	1 year	5 years

[1] As previously reported in the Company's Form 10-K for the period ended December 31, 2013.

[2] These measurement period adjustments 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.

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Stock-Based Compensation (Details) 2 (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Total stock options granted	412,724	365,080
Volatility		45.40%
Risk-free interest rate		0.81%
Expected life (in years)	4 years 6 months	4 years 6 months
Dividend yield	0.00%	0.00%
Weighted-average grant date fair value (in dollars per share)	$ 15.51	$ 21.44
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Volatility	38.70%
Minimum [Member] | Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Risk-free interest rate	1.54%
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Volatility	39.20%
Maximum [Member] | Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Risk-free interest rate	1.73%

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Condensed Consolidating Financial Statements Cash Flows (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Cash flows from operating activities:
Net cash provided (used) by operating activities	$ 135,676	$ 63,305
Cash flows from investing activities:
Acquisitions, net of cash acquired	(2,026)	0
Purchases of property and equipment	(12,782)	(25,243)
Proceeds from restricted cash	0	20,004
Net cash used by investing activities	(14,808)	(5,239)
Cash flows from financing activities:
Proceeds from issuance of debt	492,500	0
Repayment of long-term debt	(306,250)	(100,000)
Payment of financing costs	(955)	0
Proceeds from exercise of options	3,567	785
Tax benefit on option exercises	2,692	4,928
Payments of contingent consideration		(23,203)
Net transactions with parent and affiliates	0	0
Distributions to non-controlling interest	(15,000)	0
Proceeds from restricted stock	0	0
Net cash (used) provided by financing activities	176,554	(117,490)
Effect of foreign exchange on cash balances	52	4
Change in cash and cash equivalents	297,474	(59,420)
Cash and cash equivalents, beginning of period	387,241	370,776
Cash and cash equivalents, end of period	684,715	311,356
Reportable Legal Entities [Member] | Catamaran Corporation [Member]
Cash flows from operating activities:
Net cash provided (used) by operating activities	43,878	37,310
Cash flows from investing activities:
Acquisitions, net of cash acquired	0
Purchases of property and equipment	(13)	0
Proceeds from restricted cash		0
Net cash used by investing activities	(13)	0
Cash flows from financing activities:
Proceeds from issuance of debt	492,500
Repayment of long-term debt	(306,250)	(100,000)
Payment of financing costs	(955)
Proceeds from exercise of options	5,070	1,117
Tax benefit on option exercises	0	0
Payments of contingent consideration		0
Net transactions with parent and affiliates	(66,269)	12,779
Distributions to non-controlling interest	0
Proceeds from restricted stock	18,185	20,759
Net cash (used) provided by financing activities	142,281	(65,345)
Effect of foreign exchange on cash balances	52	4
Change in cash and cash equivalents	186,198	(28,031)
Cash and cash equivalents, beginning of period	15,090	33,603
Cash and cash equivalents, end of period	201,288	5,572
Reportable Legal Entities [Member] | Guarantors [Member]
Cash flows from operating activities:
Net cash provided (used) by operating activities	419,040	82,038
Cash flows from investing activities:
Acquisitions, net of cash acquired	(2,026)
Purchases of property and equipment	(4,833)	(25,243)
Proceeds from restricted cash		20,004
Net cash used by investing activities	(6,859)	(5,239)
Cash flows from financing activities:
Proceeds from issuance of debt	0
Repayment of long-term debt	0	0
Payment of financing costs	0
Proceeds from exercise of options	(1,503)	(325)
Tax benefit on option exercises	2,692	4,924
Payments of contingent consideration		(18,338)
Net transactions with parent and affiliates	(299,906)	(75,992)
Distributions to non-controlling interest	0
Proceeds from restricted stock	(17,741)	(20,475)
Net cash (used) provided by financing activities	(316,458)	(110,206)
Effect of foreign exchange on cash balances	0	0
Change in cash and cash equivalents	95,723	(33,407)
Cash and cash equivalents, beginning of period	350,889	303,832
Cash and cash equivalents, end of period	446,612	270,425
Reportable Legal Entities [Member] | Non-Guarantors [Member]
Cash flows from operating activities:
Net cash provided (used) by operating activities	(194,699)	606
Cash flows from investing activities:
Acquisitions, net of cash acquired	0
Purchases of property and equipment	(7,936)	0
Proceeds from restricted cash		0
Net cash used by investing activities	(7,936)	0
Cash flows from financing activities:
Proceeds from issuance of debt	0
Repayment of long-term debt	0	0
Payment of financing costs	0
Proceeds from exercise of options	0	(7)
Tax benefit on option exercises	0	4
Payments of contingent consideration		(4,865)
Net transactions with parent and affiliates	233,632	6,564
Distributions to non-controlling interest	(15,000)
Proceeds from restricted stock	(444)	(284)
Net cash (used) provided by financing activities	218,188	1,412
Effect of foreign exchange on cash balances	0	0
Change in cash and cash equivalents	15,553	2,018
Cash and cash equivalents, beginning of period	21,262	33,341
Cash and cash equivalents, end of period	36,815	35,359
Consolidations [Member]
Cash flows from operating activities:
Net cash provided (used) by operating activities	(132,543)	(56,649)
Cash flows from investing activities:
Acquisitions, net of cash acquired	0
Purchases of property and equipment	0	0
Proceeds from restricted cash		0
Net cash used by investing activities	0	0
Cash flows from financing activities:
Proceeds from issuance of debt	0
Repayment of long-term debt	0	0
Payment of financing costs	0
Proceeds from exercise of options	0	0
Tax benefit on option exercises	0	0
Payments of contingent consideration		0
Net transactions with parent and affiliates	132,543	56,649
Distributions to non-controlling interest	0
Proceeds from restricted stock	0	0
Net cash (used) provided by financing activities	132,543	56,649
Effect of foreign exchange on cash balances	0	0
Change in cash and cash equivalents	0	0
Cash and cash equivalents, beginning of period	0	0
Cash and cash equivalents, end of period	$ 0	$ 0

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Current assets
Cash and cash equivalents	$ 684,715	$ 387,241
Restricted cash	32,222	32,220
Accounts receivable, net of allowance for doubtful accounts of $5,061 (2013 — $5,860)	1,131,425	959,586
Rebates receivable	668,053	305,955
Other current assets	152,790	152,673
Total current assets	2,669,205	1,837,675
Property and equipment, net of accumulated depreciation of $117,426 (2013 — $103,858)	191,304	197,007
Goodwill	4,722,555	4,720,275
Other intangible assets, net of accumulated amortization of $416,269 (2013 — $363,546)	1,126,433	1,181,419
Other long-term assets	84,976	59,387
Total assets	8,794,473	7,995,763
Current liabilities
Accounts payable	962,039	817,805
Accrued expenses and other current liabilities	295,545	254,100
Rebates payable	718,900	356,265
Current portion - long-term debt	56,250	50,000
Total current liabilities	2,032,734	1,478,170
Deferred income taxes	291,361	301,341
Long-term debt	1,396,661	1,215,363
Other long-term liabilities	86,930	89,391
Total liabilities	3,807,686	3,084,265
Commitments and contingencies (Note 10)
Shareholders’ equity
Common shares: no par value, unlimited shares authorized; 206,854,499 shares issued and outstanding at March 31, 2014 (December 31, 2013 — 206,305,070 shares)	4,238,684	4,215,291
Additional paid-in capital	67,484	77,790
Retained earnings	680,606	617,161
Accumulated other comprehensive loss	(1,895)	(1,752)
Total shareholders' equity	4,984,879	4,908,490
Non-controlling interest	1,908	3,008
Total equity	4,986,787	4,911,498
Total liabilities and equity	$ 8,794,473	$ 7,995,763

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Income Taxes (Details)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Income Tax Disclosure [Abstract]
Effective income tax rate	26.70%	28.90%

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Cash flows from operating activities:
Net income	$ 77,345	$ 56,784
Items not involving cash:
Stock-based compensation	6,828	6,644
Depreciation of property and equipment	13,359	8,103
Amortization of intangible assets	54,986	50,056
Deferred lease inducements and rent	(77)	14,528
Deferred income taxes	(12,334)	(16,652)
Tax benefit on option exercises	(2,692)	(4,928)
Deferred financing cost amortization	2,188	2,493
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable	(171,907)	(1,664)
Rebates receivable	(362,352)	(14,553)
Restricted cash	(2)	227
Other current assets	26,312	12,467
Accounts payable	144,264	(34,136)
Accrued expenses and other current liabilities	20,753	(10,154)
Rebates payable	362,635	(8,674)
Other long-term assets and liabilities	(23,630)	2,764
Net cash provided by operating activities	135,676	63,305
Cash flows from investing activities:
Acquisition, net of cash acquired	(2,026)	0
Purchases of property and equipment	(12,782)	(25,243)
Proceeds from restricted cash	0	20,004
Net cash used by investing activities	(14,808)	(5,239)
Cash flows from financing activities:
Proceeds from issuance of debt	492,500	0
Repayment of long-term debt	(306,250)	(100,000)
Payment of financing costs	(955)	0
Proceeds from exercise of options	3,567	785
Tax benefit on option exercises	2,692	4,928
Payments of contingent consideration	0	(23,203)
Distributions to non-controlling interest	(15,000)	0
Net cash provided (used) by financing activities	176,554	(117,490)
Effect of foreign exchange on cash balances	52	4
Increase (decrease) in cash and cash equivalents	297,474	(59,420)
Cash and cash equivalents, beginning of period	387,241	370,776
Cash and cash equivalents, end of period	$ 684,715	$ 311,356

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Goodwill and Other Intangible Assets (Details) 2 (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 1,542,702	$ 1,544,965
Accumulated Amortization	416,269	363,546
Net	1,126,433	1,181,419
Customer relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,527,722	1,528,475
Accumulated Amortization	408,984	355,737
Net	1,118,738	1,172,738
Non-compete agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	11,920	13,430
Accumulated Amortization	5,594	6,463
Net	6,326	6,967
Other intangible assets [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	3,060	3,060
Accumulated Amortization	1,691	1,346
Net	$ 1,369	$ 1,714

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Condensed Consolidating Financial Statements

3 Months Ended

Mar. 31, 2014

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed consolidating financial information

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 issuer 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.

CATAMARAN CORPORATION

Condensed Consolidated Balance Sheets

(in thousands)

	Catamaran Corporation		Guarantors		Non-Guarantors		Consolidations			Consolidated
As of March 31, 2014
ASSETS
Current assets
Cash and cash equivalents	$	201,288	$	446,612	$	36,815	$	—		$	684,715
Restricted cash	—		27,386		4,836		—			32,222
Accounts receivable, net	—		907,326		328,755		(104,656		)	1,131,425
Rebates receivable	45,264		996,215		110,220		(483,646		)	668,053
Other current assets	50		112,608		40,132		—			152,790
Intercompany receivable	126,874		107,889		—		(234,763		)	—
Total current assets	373,476		2,598,036		520,758		(823,065		)	2,669,205
Property and equipment, net	73		159,088		32,143		—			191,304
Goodwill	—		4,639,090		83,465		—			4,722,555
Other intangible assets, net	—		1,106,867		19,566		—			1,126,433
Investment in subsidiaries	6,053,157		112,590		37,071		(6,202,818		)	—
Other long-term assets	16,591		47,786		22,023		(1,424		)	84,976
Total assets	$	6,443,297	$	8,663,457	$	715,026	$	(7,027,307	)	$	8,794,473
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	—	$	1,016,210	$	72,835	$	(127,006	)	$	962,039
Accrued expenses and other current liabilities	3,649		259,708		32,188		—			295,545
Rebates payable	—		1,158,134		44,412		(483,646		)	718,900
Current portion - long-term debt	56,250		—		—		—			56,250
Intercompany payable	—		—		200,819		(200,819		)	—
Total current liabilities	59,899		2,434,052		350,254		(811,471		)	2,032,734
Deferred income taxes	—		286,060		5,301		—			291,361
Long-term debt	1,396,661		—		—		—			1,396,661
Other long-term liabilities	1,858		61,625		23,447		—			86,930
Total liabilities	1,458,418		2,781,737		379,002		(811,471		)	3,807,686
Commitments and contingencies (Note 10)
Shareholders’ equity
Total shareholders' equity	4,984,879		5,881,720		334,779		(6,216,499		)	4,984,879
Non-controlling interest	—		—		1,245		663			1,908
Total equity	4,984,879		5,881,720		336,024		(6,215,836		)	4,986,787
Total liabilities and equity	$	6,443,297	$	8,663,457	$	715,026	$	(7,027,307	)	$	8,794,473

CATAMARAN CORPORATION

Condensed Consolidated Balance Sheets

(in thousands)

	Catamaran Corporation		Guarantors		Non-Guarantors		Consolidations			Consolidated
As of December 31, 2013
ASSETS
Current assets
Cash and cash equivalents	$	15,090	$	350,889	$	21,262	$	—		$	387,241
Restricted cash	—		27,384		4,836		—			32,220
Accounts receivable, net	194		954,006		61,319		(55,933		)	959,586
Rebates receivable	35,777		473,924		92,227		(295,973		)	305,955
Other current assets	107		114,808		16,785		20,973			152,673
Intercompany receivable	130,743		—		125,888		(256,631		)	—
Total current assets	181,911		1,921,011		322,317		(587,564		)	1,837,675
Property and equipment, net	69		188,676		8,262		—			197,007
Goodwill	—		4,636,810		83,465		—			4,720,275
Other intangible assets, net	—		1,160,205		21,214		—			1,181,419
Investment in subsidiaries	5,980,865		105,947		—		(6,086,812		)	—
Other long-term assets	15,674		30,144		59,932		(46,363		)	59,387
Total assets	$	6,178,519	$	8,042,793	$	495,190	$	(6,720,739	)	$	7,995,763
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	—	$	840,055	$	37,251	$	(59,501	)	$	817,805
Accrued expenses and other current liabilities	2,947		200,071		28,403		22,679			254,100
Rebates payable	—		612,173		40,065		(295,973		)	356,265
Current portion - long-term debt	50,000		—		—		—			50,000
Intercompany payable	—		232,124		—		(232,124		)	—
Total current liabilities	52,947		1,884,423		105,719		(564,919		)	1,478,170
Deferred income taxes	—		296,040		5,301		—			301,341
Long-term debt	1,215,363		—		—		—			1,215,363
Other long-term liabilities	1,719		86,600		23,651		(22,579		)	89,391
Total liabilities	1,270,029		2,267,063		134,671		(587,498		)	3,084,265
Commitments and contingencies (Note 10)
Shareholders’ equity
Total shareholders' equity	4,908,490		5,775,730		359,274		(6,135,004		)	4,908,490
Non-controlling interest	—		—		1,245		1,763			3,008
Total equity	4,908,490		5,775,730		360,519		(6,133,241		)	4,911,498
Total liabilities and equity	$	6,178,519	$	8,042,793	$	495,190	$	(6,720,739	)	$	7,995,763

CATAMARAN CORPORATION

Condensed Consolidated Statements of Operations

(in thousands)

	Catamaran Corporation			Guarantors			Non-Guarantors		Consolidations			Consolidated
For the Three Months ended March 31, 2014
Revenue	$	11,041		$	4,577,654		$	697,416	$	(371,632	)	$	4,914,479
Cost of revenue	9,594			4,339,549			622,306		(371,632		)	4,599,817
Gross profit	1,447			238,105			75,110		—			314,662
Expenses:
Selling, general and administrative	319			101,330			28,870		—			130,519
Depreciation of property and equipment	9			11,238			1,121		—			12,368
Amortization of intangible assets	—			53,339			1,647		—			54,986
	328			165,907			31,638		—			197,873
Operating income	1,119			72,198			43,472		—			116,789
Interest and other expense, net	9,966			778			592		—			11,336
Equity in (income) in subsidiaries	(72,292		)	(17,402		)	—		89,694			—
Income before income taxes	63,445			88,822			42,880		(89,694		)	105,453
Income tax expense	—			16,530			11,578		—			28,108
Net income	63,445			72,292			31,302		(89,694		)	77,345
Less net income attributable to non-controlling interest	—			—			—		13,900			13,900
Net income attributable to the Company	$	63,445		$	72,292		$	31,302	$	(103,594	)	$	63,445

CATAMARAN CORPORATION

Condensed Consolidated Statements of Operations

(in thousands)

	Catamaran Corporation			Guarantors			Non-Guarantors		Consolidations			Consolidated
For the Three Months ended March 31, 2013
Revenue	$	7,913		$	2,865,980		$	466,834	$	(121,011	)	$	3,219,716
Cost of revenue	7,139			2,668,224			416,992		(121,011		)	2,971,344
Gross profit	774			197,756			49,842		—			248,372
Expenses:
Selling, general and administrative	314			81,962			18,219		—			100,495
Depreciation of property and equipment	9			6,269			692		—			6,970
Amortization of intangible assets	—			48,422			1,634		—			50,056
	323			136,653			20,545		—			157,521
Operating income	451			61,103			29,297		—			90,851
Interest and other (income) expense, net	(15,052		)	25,538			553		—			11,039
Equity in (income) in subsidiaries	(35,904		)	(14,169		)	—		50,073			—
Income before income taxes	51,407			49,734			28,744		(50,073		)	79,812
Income tax expense	—			13,830			9,198		—			23,028
Net income	51,407			35,904			19,546		(50,073		)	56,784
Less net income attributable to non-controlling interest	—			—			—		5,376			5,376
Net income attributable to the Company	$	51,407		$	35,904		$	19,546	$	(55,449	)	$	51,408

CATAMARAN CORPORATION

Condensed Consolidated Statements of Cash Flows

(in thousands)

	Catamaran Corporation			Guarantors			Non-Guarantors			Consolidations			Consolidated
For the Three Months ended March 31, 2014
Cash flows from operating activities:
Net cash provided (used) by operating activities	$	43,878		$	419,040		$	(194,699	)	$	(132,543	)	$	135,676
Cash flows from investing activities:
Acquisitions, net of cash acquired	—			(2,026		)	—			—			(2,026		)
Purchases of property and equipment	(13		)	(4,833		)	(7,936		)	—			(12,782		)
Net cash used in investing activities	(13		)	(6,859		)	(7,936		)	—			(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	(66,269		)	(299,906		)	233,632			132,543			—
Distributions to non-controlling interest	—			—			(15,000		)	—			(15,000		)
Proceeds from restricted stock	18,185			(17,741		)	(444		)	—			—
Net cash provided (used) by financing activities	142,281			(316,458		)	218,188			132,543			176,554
Effect of foreign exchange on cash balances	52			—			—			—			52
Change in cash and cash equivalents	186,198			95,723			15,553			—			297,474
Cash and cash equivalents, beginning of period	15,090			350,889			21,262			—			387,241
Cash and cash equivalents, end of period	$	201,288		$	446,612		$	36,815		$	—		$	684,715

CATAMARAN CORPORATION

Condensed Consolidated Statements of Cash Flows

(in thousands)

	Catamaran Corporation			Guarantors			Non-Guarantors			Consolidations			Consolidated
For the Three Months ended March 31, 2013
Cash flows from operating activities:
Net cash provided (used) by operating activities	$	37,310		$	82,038		$	606		$	(56,649	)	$	63,305
Cash flows from investing activities:
Purchases of property and equipment	—			(25,243		)	—			—			(25,243		)
Proceeds from restricted cash	—			20,004			—			—			20,004
Net cash used by investing activities	—			(5,239		)	—			—			(5,239		)
Cash flows from financing activities:
Repayment of long-term debt	(100,000		)	—			—			—			(100,000		)
Proceeds from exercise of options	1,117			(325		)	(7		)	—			785
Tax benefit on option exercises	—			4,924			4			—			4,928
Payments of contingent consideration	—			(18,338		)	(4,865		)	—			(23,203		)
Net transactions with parent and affiliates	12,779			(75,992		)	6,564			56,649			—
Proceeds from restricted stock	20,759			(20,475		)	(284		)	—			—
Net cash (used) provided by financing activities	(65,345		)	(110,206		)	1,412			56,649			(117,490		)
Effect of foreign exchange on cash balances	4			—			—			—			4
Change in cash and cash equivalents	(28,031		)	(33,407		)	2,018			—			(59,420		)
Cash and cash equivalents, beginning of period	33,603			303,832			33,341			—			370,776
Cash and cash equivalents, end of period	$	5,572		$	270,425		$	35,359		$	—		$	311,356

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Goodwill and Other Intangible Assets (Details) 3 (USD $) In Millions, unless otherwise specified	Mar. 31, 2014
Finite-Lived Intangible Assets, Future Amortization Expense [Abstract]
Future amortization expense, remainder of 2014	$ 158.2
Future amortization expense, 2015	194.0
Future amortization expense, 2016	166.7
Future amortization expense, 2017	147.5
Future amortization expense, 2018	137.2
Future amortization expense 2019	126.8
Future amortization expense after 2019	$ 195.9

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Business Combinations (Tables)

3 Months Ended

Mar. 31, 2014

Business Combinations [Abstract]

Schedule of fair values assigned to assets acquired and liabilities assumed at the acquisition date

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 (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		2,280			225,754
Total assets acquired	428,317		2,026			430,343
Accounts payable	22,370		—			22,370
Rebates payable	16,106		—			16,106
Accrued liabilities	7,231		—			7,231
Total liabilities assumed	45,707		—			45,707
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 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.

Schedule of estimated fair values and useful lives of intangible assets acquired

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

Unaudited pro forma results of operations

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

	Three Months Ended March 31, 2013
Revenue	$	3,414,064
Gross profit	$	265,572
Net income attributable to the Company	$	56,642
Earnings per share attributable to the Company:
Basic	$	0.28
Diluted	$	0.27
Weighted average shares outstanding:
Basic	205,576,875
Diluted	206,423,549

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Consolidated Statements of Equity (USD $) In Thousands, except Share data, unless otherwise specified	Total	Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income	Noncontrolling Interest
Beginning balance, amount at Dec. 31, 2012	$ 4,609,861	$ 4,180,778	$ 73,530	$ 354,991	$ (2,191)	$ 2,753
Beginning balance, shares at Dec. 31, 2012		205,399,102
Activities during the period (unaudited) [Roll Forward]
Net income	56,784			51,408		5,376
Exercise of stock options, shares		133,264
Exercise of stock options, amount	785	1,125	(340)
Vesting of restricted stock units, shares		373,018
Vesting of restricted stock units, amount	0	20,898	(20,898)
Tax benefit on options exercised	4,928		4,928
Stock-based compensation	6,644		6,644
Distribution declared to non-controlling interest	2,114					2,114
Other comprehensive income, net of tax	261				261
Ending balance, amount at Mar. 31, 2013	4,677,149	4,202,801	63,864	406,399	(1,930)	6,015
Ending balance, shares at Mar. 31, 2013		205,905,384
Beginning balance, amount at Dec. 31, 2013	4,911,498	4,215,291	77,790	617,161	(1,752)	3,008
Beginning balance, shares at Dec. 31, 2013	206,305,070	206,305,070
Activities during the period (unaudited) [Roll Forward]
Net income	77,345			63,445		13,900
Exercise of stock options, shares		139,800
Exercise of stock options, amount	3,567	5,070	(1,503)
Warrants exercised, shares		0
Warrants exercised, amount	0	0	0
Vesting of restricted stock units, shares		409,629
Vesting of restricted stock units, amount	0	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)
Ending balance, amount at Mar. 31, 2014	$ 4,986,787	$ 4,238,684	$ 67,484	$ 680,606	$ (1,895)	$ 1,908
Ending balance, shares at Mar. 31, 2014	206,854,499	206,854,499

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Consolidated Balance Sheets (Parentheticals) (USD $) In Thousands, except Share data, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]
Accounts receivable, allowance for doubtful accounts	$ 5,061	$ 5,860
Property and equipment, accumulated depreciation	117,426	103,858
Other intangible assets, accumulated amortization	$ 416,269	$ 363,546
Common stock, par value (in dollars per share)	$ 0	$ 0
Common stock issued (in shares)	206,854,499	206,305,070
Common stock outstanding (in shares)	206,854,499	206,305,070

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

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.

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Document and Entity Information	3 Months Ended
	Mar. 31, 2014	Apr. 30, 2014
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1
Trading Symbol	CTRX
Entity Registrant Name	Catamaran Corp.
Entity Central Index Key	0001363851
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		206,855,099

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Financial Instruments

3 Months Ended

Mar. 31, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Financial Instruments

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 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 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, 2014 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.

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, 2014 was $1.9 million. Interest expense for the three months ended March 31, 2014 includes $0.4 million of expense reclassified from other comprehensive income into current earnings. As of March 31, 2014, approximately $1.0 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.

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Consolidated Statements of Operations (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Income Statement [Abstract]
Revenue	$ 4,914,479	$ 3,219,716
Cost of revenue	4,599,817	2,971,344
Gross profit	314,662	248,372
Expenses:
Selling, general and administrative	130,519	100,495
Depreciation of property and equipment	12,368	6,970
Amortization of intangible assets	54,986	50,056
Total operating expenses	197,873	157,521
Operating income	116,789	90,851
Interest and other expense, net	11,336	11,039
Income before income taxes	105,453	79,812
Income tax expense (benefit):
Current	40,442	39,680
Deferred	(12,334)	(16,652)
Total income tax expense (benefit)	28,108	23,028
Net income	77,345	56,784
Less: Net income attributable to non-controlling interest	13,900	5,376
Net income attributable to the Company	$ 63,445	$ 51,408
Earnings per share attributable to the Company:
Basic (in dollars per share)	$ 0.31	$ 0.25
Diluted (in dollars per share)	$ 0.31	$ 0.25
Weighted average number of shares used in computing earnings per share:
Basic (in shares)	206,525,188	205,576,875
Diluted (in shares)	207,086,677	206,423,549

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Goodwill and Other Intangible Assets

3 Months Ended

Mar. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

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, 2014 and 2013.

The changes in the carrying amounts of goodwill by reportable segment for the three months ended March 31, 2014 are as follows (in thousands):

	PBM		HCIT		Total
Balance at December 31, 2013	$	4,700,610	$	19,665	$	4,720,275
Measurement period adjustments (a)	254		—		254
Working capital adjustment (b)	2,026		—		2,026
Acquisitions	—		—		—
Balance at March 31, 2014	$	4,702,890	$	19,665	$	4,722,555

(a) Represents adjustments to the fair value of assets acquired and liabilities assumed for recent acquisitions during the measurement period. The measurement period adjustments were not recast to the 2013 consolidated financial statements as they were not deemed material.

(b) Represents adjustments to purchase price for the Restat acquisition, including settlement of working capital adjustment.

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, 2014						December 31, 2013
	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
Customer relationships	$	1,527,722	$	408,984	$	1,118,738	$	1,528,475	$	355,737	$	1,172,738
Non-compete agreements	11,920		5,594		6,326		13,430		6,463		6,967
Other intangible assets	3,060		1,691		1,369		3,060		1,346		1,714
Total	$	1,542,702	$	416,269	$	1,126,433	$	1,544,965	$	363,546	$	1,181,419

Total amortization associated with intangible assets at March 31, 2014 is estimated to be $158.2 million for the remainder of 2014, $194.0 million in 2015, $166.7 million in 2016, $147.5 million in 2017, $137.2 million in 2018, $126.8 million in 2019 and $195.9 million in total for years after 2019.

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Business Combinations

3 Months Ended

Mar. 31, 2014

Business Combinations [Abstract]

Business Combinations

Business Combinations

Restat Acquisition

On October 1, 2013, the Company completed the acquisition of Restat, LLC ("Restat"), a privately held pharmacy benefit manager 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 Catamaran’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.

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 preliminary allocation to identifiable net assets represents goodwill. Goodwill is non-amortizing for financial statement purposes. Goodwill of $225.8 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 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 (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		2,280			225,754
Total assets acquired	428,317		2,026			430,343
Accounts payable	22,370		—			22,370
Rebates payable	16,106		—			16,106
Accrued liabilities	7,231		—			7,231
Total liabilities assumed	45,707		—			45,707
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 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.

During the three-month period ended March 31, 2014, the Company recognized $8.7 million, of amortization expense from intangible assets acquired in the Restat acquisition. Amortization associated with the Restat acquisition for the remainder of 2014 is expected to be $25.0 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 Restat 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.

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

	Three Months Ended March 31, 2013
Revenue	$	3,414,064
Gross profit	$	265,572
Net income attributable to the Company	$	56,642
Earnings per share attributable to the Company:
Basic	$	0.28
Diluted	$	0.27
Weighted average shares outstanding:
Basic	205,576,875
Diluted	206,423,549

This unaudited pro forma financial information is not intended to represent or be indicative of what would have occurred if these transactions 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 acquisitions 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 combinations and should not be relied upon as being indicative of the future results that the Company will experience.

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Basis of Presentation (Policies)

3 Months Ended

Mar. 31, 2014

Basis of Presentation [Abstract]

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, 2013. 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-month period ended March 31, 2014 are not necessarily indicative of the results to be expected for the full year ending December 31, 2014. 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, 2013.

Use of estimates

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.

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Fair Value

3 Months Ended

Mar. 31, 2014

Fair Value Disclosures [Abstract]

Fair Value

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-month period ended March 31, 2014, 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, 2014 and December 31, 2013 (in thousands):

	March 31, 2014
	Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Liabilities:
Contingent purchase price consideration	$	—	$	—	$	20,000	$	20,000
Derivative	$	—	$	1,858	$	—	$	1,858

	December 31, 2013
	Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Liabilities:
Contingent purchase price consideration	$	—	$	—	$	19,954	$	19,954
Derivative	$	—	$	1,719	$	—	$	1,719

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.

Contingent purchase price consideration

The contingent purchase price consideration liability reflects the fair values of potential future payments related to certain legacy acquisitions. The potential future payments are contingent upon the acquired entities meeting certain revenue, gross margin and client retention milestones. As of March 31, 2014, the fair value of the contingent purchase price consideration was $20.0 million and was recorded as accrued expenses and other current liabilities in the consolidated balance sheet.

As the fair value measurement for the contingent consideration is based on inputs not observed in the market, this measurement is classified as Level 3 measurements as defined by fair value measurements guidance.

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 $1.9 million as of March 31, 2014. 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.

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Segment Information

3 Months Ended

Mar. 31, 2014

Segment Reporting [Abstract]

Segment Information

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,
	2014		2013
PBM:
Revenue	$	4,878,375	$	3,181,553
Cost of revenue	4,583,284		2,954,101
Gross profit	295,091		227,452
Total assets at March 31	8,392,454		7,177,351
HCIT:
Revenue	36,104		38,163
Cost of revenue	16,533		17,243
Gross profit	19,571		$	20,920
Total assets at March 31	402,019		119,443
Consolidated:
Revenue	4,914,479		3,219,716
Cost of revenue	4,599,817		2,971,344
Gross profit	314,662		248,372
Total assets at March 31	$	8,794,473	$	7,296,794

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Debt

3 Months Ended

Mar. 31, 2014

Debt Disclosure [Abstract]

Debt

Debt

The following table sets forth the components of the Company's long-term debt, net of debt discounts as of March 31, 2014 and December 31, 2013 (in thousands).

	March 31, 2014			December 31, 2013
Senior secured term loan facility with an interest rate of 1.81% at March 31, 2014 and December 31, 2013.	$	960,366		$	965,363
Senior secured revolving credit facility due June 1, 2018 with an interest rate of 1.81% at March 31, 2014 and December 31, 2013.	—			300,000
4.75% Senior Notes due 2021	492,545			—
Less current maturities	(56,250		)	(50,000		)
Long-term debt	$	1,396,661		$	1,215,363

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, commencing on September 15, 2014. 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 $1.8 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 plans to use 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 $1.8 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 $1.8 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 $0.1 million for the three-month period ended March 31, 2014.

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 in 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.

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 our 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, 2014, the Company was in compliance with the covenants under the Senior Notes.

Senior secured credit facility

Concurrent with the consummation of the Catalyst Merger, on July 2, 2012, the Company entered into 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 senior secured revolving facility in the amount of $800.0 million (the “Revolving Facility”).

The Company made a principal repayment of $6.3 million in January 2014 on the Term Loan facility leaving the Company with $981.3 million outstanding as of March 31, 2014. 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, 2014 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 and $2.5 million for the three-month period ended March 31, 2014 and March 31, 2013, respectively.

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 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, 2014 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 2013 Annual Report on Form 10-K. As of March 31, 2014, 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
2014	$	43,750
2015	68,750
2016	93,750
2017	118,750
2018	656,250
Total	$	981,250

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, 2014 approximates its fair value.

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Stock-Based Compensation

3 Months Ended

Mar. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

Stock-Based Compensation

During the three months ended March 31, 2014 and 2013 the Company recorded stock-based compensation expense of $6.8 million and $6.6 million, respectively. There were 4,677,031 and 684,857 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, 2014.

(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,
	2014		2013
Total stock options granted	412,724		365,080
Volatility	38.7-39.2%		45.4		%
Risk-free interest rate	1.54-1.73%		0.81		%
Expected life (in years)	4.5		4.5
Dividend yield	—		—
Weighted-average grant date fair value	$	15.51	$	21.44

The table below summarizes the stock options outstanding as of March 31, 2014 under both plans.

	Options Outstanding	Weighted Average Exercise Price		Unrecognized compensation cost		Weighted Average Period
				(in thousands)
LTIP	1,507,842	$	34.02	$	12,156	2.93
Assumed Plans	146,659	$	47.86	$	2,131	3.67

(ii) Restricted stock units

During the three months ended March 31, 2014, 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, 2014 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, 2014:

	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	292,984	392,388	$	44.84	144,607	67,064	$	44.71
Outstanding	775,207	847,220	$	44.49	316,990	73,378	$	47.31

The table below summarizes the unrecognized compensation cost related to the outstanding RSUs at March 31, 2014.

	Unrecognized Compensation Cost		Weighted Average Period
	(in thousands)
LTIP	$	54,078	2.56
Assumed Plans	$	16,275	3.19

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Income Taxes

3 Months Ended

Mar. 31, 2014

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The Company’s effective tax rate for the three months ended March 31, 2014 and 2013 was 26.7% and 28.9%, 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 2007. The Company's effective tax rate decreased during the three months ended March 31, 2014 primarily due to the mixture of taxable income amongst jurisdictions.

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Goodwill and Other Intangible Assets (Details) 1 (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014
Goodwill [Roll Forward]
Goodwill, Beginning Balance	$ 4,720,275
Goodwill, Measurement period adjustment	254	[1]
Goodwill, Working Capital Adjustments	2,026	[2]
Goodwill, Acquisitions	0
Goodwill, Ending Balance	4,722,555
P B M
Goodwill [Roll Forward]
Goodwill, Beginning Balance	4,700,610
Goodwill, Measurement period adjustment	254	[1]
Goodwill, Working Capital Adjustments	2,026	[2]
Goodwill, Acquisitions	0
Goodwill, Ending Balance	4,702,890
H C I T
Goodwill [Roll Forward]
Goodwill, Beginning Balance	19,665
Goodwill, Measurement period adjustment	0	[1]
Goodwill, Working Capital Adjustments	0	[2]
Goodwill, Acquisitions	0
Goodwill, Ending Balance	$ 19,665

[1] Represents adjustments to the fair value of assets acquired and liabilities assumed for recent acquisitions during the measurement period. The measurement period adjustments were not recast to the 2013 consolidated financial statements as they were not deemed material.

[2] Represents adjustments to purchase price for the Restat acquisition, including settlement of working capital adjustment

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Condensed Consolidating Financial Statements Balance Sheet (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013	Dec. 31, 2012
Current assets
Cash and cash equivalents	$ 684,715	$ 387,241	$ 311,356	$ 370,776
Restricted cash	32,222	32,220
Accounts receivable, net	1,131,425	959,586
Rebates receivable	668,053	305,955
Other current assets	152,790	152,673
Intercompany receivable	0	0
Total current assets	2,669,205	1,837,675
Property and equipment, net	191,304	197,007
Goodwill	4,722,555	4,720,275
Other intangible assets, net	1,126,433	1,181,419
Investment in subsidiaries	0	0
Other long-term assets	84,976	59,387
Total assets	8,794,473	7,995,763	7,296,794
Current liabilities
Accounts payable	962,039	817,805
Accrued expenses and other current liabilities	295,545	254,100
Rebates payable	718,900	356,265
Current portion - long-term debt	56,250	50,000
Intercompany payable	0	0
Total current liabilities	2,032,734	1,478,170
Deferred income taxes	291,361	301,341
Long-term debt	1,396,661	1,215,363
Other long-term liabilities	86,930	89,391
Total liabilities	3,807,686	3,084,265
Commitments and contingencies (Note 10)
Shareholders’ equity
Total shareholders' equity	4,984,879	4,908,490
Non-controlling interest	1,908	3,008
Total equity	4,986,787	4,911,498	4,677,149	4,609,861
Total liabilities and equity	8,794,473	7,995,763
Reportable Legal Entities [Member] | Catamaran Corporation [Member]
Current assets
Cash and cash equivalents	201,288	15,090	5,572	33,603
Restricted cash	0	0
Accounts receivable, net	0	194
Rebates receivable	45,264	35,777
Other current assets	50	107
Intercompany receivable	126,874	130,743
Total current assets	373,476	181,911
Property and equipment, net	73	69
Goodwill	0	0
Other intangible assets, net	0	0
Investment in subsidiaries	6,053,157	5,980,865
Other long-term assets	16,591	15,674
Total assets	6,443,297	6,178,519
Current liabilities
Accounts payable	0	0
Accrued expenses and other current liabilities	3,649	2,947
Rebates payable	0	0
Current portion - long-term debt	56,250	50,000
Intercompany payable	0	0
Total current liabilities	59,899	52,947
Deferred income taxes	0	0
Long-term debt	1,396,661	1,215,363
Other long-term liabilities	1,858	1,719
Total liabilities	1,458,418	1,270,029
Commitments and contingencies (Note 10)
Shareholders’ equity
Total shareholders' equity	4,984,879	4,908,490
Non-controlling interest	0	0
Total equity	4,984,879	4,908,490
Total liabilities and equity	6,443,297	6,178,519
Reportable Legal Entities [Member] | Guarantors [Member]
Current assets
Cash and cash equivalents	446,612	350,889	270,425	303,832
Restricted cash	27,386	27,384
Accounts receivable, net	907,326	954,006
Rebates receivable	996,215	473,924
Other current assets	112,608	114,808
Intercompany receivable	107,889	0
Total current assets	2,598,036	1,921,011
Property and equipment, net	159,088	188,676
Goodwill	4,639,090	4,636,810
Other intangible assets, net	1,106,867	1,160,205
Investment in subsidiaries	112,590	105,947
Other long-term assets	47,786	30,144
Total assets	8,663,457	8,042,793
Current liabilities
Accounts payable	1,016,210	840,055
Accrued expenses and other current liabilities	259,708	200,071
Rebates payable	1,158,134	612,173
Current portion - long-term debt	0	0
Intercompany payable	0	232,124
Total current liabilities	2,434,052	1,884,423
Deferred income taxes	286,060	296,040
Long-term debt	0	0
Other long-term liabilities	61,625	86,600
Total liabilities	2,781,737	2,267,063
Commitments and contingencies (Note 10)
Shareholders’ equity
Total shareholders' equity	5,881,720	5,775,730
Non-controlling interest	0	0
Total equity	5,881,720	5,775,730
Total liabilities and equity	8,663,457	8,042,793
Reportable Legal Entities [Member] | Non-Guarantors [Member]
Current assets
Cash and cash equivalents	36,815	21,262	35,359	33,341
Restricted cash	4,836	4,836
Accounts receivable, net	328,755	61,319
Rebates receivable	110,220	92,227
Other current assets	40,132	16,785
Intercompany receivable	0	125,888
Total current assets	520,758	322,317
Property and equipment, net	32,143	8,262
Goodwill	83,465	83,465
Other intangible assets, net	19,566	21,214
Investment in subsidiaries	37,071	0
Other long-term assets	22,023	59,932
Total assets	715,026	495,190
Current liabilities
Accounts payable	72,835	37,251
Accrued expenses and other current liabilities	32,188	28,403
Rebates payable	44,412	40,065
Current portion - long-term debt	0	0
Intercompany payable	200,819	0
Total current liabilities	350,254	105,719
Deferred income taxes	5,301	5,301
Long-term debt	0	0
Other long-term liabilities	23,447	23,651
Total liabilities	379,002	134,671
Commitments and contingencies (Note 10)
Shareholders’ equity
Total shareholders' equity	334,779	359,274
Non-controlling interest	1,245	1,245
Total equity	336,024	360,519
Total liabilities and equity	715,026	495,190
Consolidations [Member]
Current assets
Cash and cash equivalents	0	0	0	0
Restricted cash	0	0
Accounts receivable, net	(104,656)	(55,933)
Rebates receivable	(483,646)	(295,973)
Other current assets	0	20,973
Intercompany receivable	(234,763)	(256,631)
Total current assets	(823,065)	(587,564)
Property and equipment, net	0	0
Goodwill	0	0
Other intangible assets, net	0	0
Investment in subsidiaries	(6,202,818)	(6,086,812)
Other long-term assets	(1,424)	(46,363)
Total assets	(7,027,307)	(6,720,739)
Current liabilities
Accounts payable	(127,006)	(59,501)
Accrued expenses and other current liabilities	0	22,679
Rebates payable	(483,646)	(295,973)
Current portion - long-term debt	0	0
Intercompany payable	(200,819)	(232,124)
Total current liabilities	(811,471)	(564,919)
Deferred income taxes	0	0
Long-term debt	0	0
Other long-term liabilities	0	(22,579)
Total liabilities	(811,471)	(587,498)
Commitments and contingencies (Note 10)
Shareholders’ equity
Total shareholders' equity	(6,216,499)	(6,135,004)
Non-controlling interest	663	1,763
Total equity	(6,215,836)	(6,133,241)
Total liabilities and equity	$ (7,027,307)	$ (6,720,739)

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Concentration Risk

3 Months Ended

Mar. 31, 2014

Risks and Uncertainties [Abstract]

Concentration Risk

Concentration Risk

For the three-month period ended March 31, 2014 and 2013, one client accounted for 33% and 20% of total revenues, respectively.

At March 31, 2014, one client accounted for 16% of the outstanding accounts receivable balance. At December 31, 2013, one client accounted for 15% of the outstanding accounts receivable balance.

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Debt (Tables)

3 Months Ended

Mar. 31, 2014

Debt Disclosure [Abstract]

Components of long-term debt

The following table sets forth the components of the Company's long-term debt, net of debt discounts as of March 31, 2014 and December 31, 2013 (in thousands).

	March 31, 2014			December 31, 2013
Senior secured term loan facility with an interest rate of 1.81% at March 31, 2014 and December 31, 2013.	$	960,366		$	965,363
Senior secured revolving credit facility due June 1, 2018 with an interest rate of 1.81% at March 31, 2014 and December 31, 2013.	—			300,000
4.75% Senior Notes due 2021	492,545			—
Less current maturities	(56,250		)	(50,000		)
Long-term debt	$	1,396,661		$	1,215,363

Schedule of maturities of principal amounts outstanding under Revolving Facility

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
2014	$	43,750
2015	68,750
2016	93,750
2017	118,750
2018	656,250
Total	$	981,250

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Earnings Per Share (Details) 2 (Anti-dilutive Stock Options and RSU)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Anti-dilutive Stock Options and RSU
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	1,389,283	503,379

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Stock-Based Compensation (Details) 3 (Stock Options [Member], USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014
LTIP Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation costs on nonvested awards, weighted average period of recognition (in years)	2 years 11 months 5 days
Options Outstanding (in shares)	1,507,842
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 34.02
Unrecognized compensation cost	$ 12,156
Assumed Plans [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation costs on nonvested awards, weighted average period of recognition (in years)	3 years 8 months 1 day
Options Outstanding (in shares)	146,659
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 47.86
Unrecognized compensation cost	$ 2,131

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Consolidated Statement of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Consolidated Statements of Comprehensive Income [Abstract]
Net income	$ 77,345	$ 56,784
Other comprehensive income, net of tax
Unrealized income on cash flow hedge	143	261
Comprehensive income	77,488	57,045
Less: Comprehensive income attributable to non-controlling interest	13,900	5,376
Comprehensive income attributable to the Company	$ 63,588	$ 51,669

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Recent Accounting Pronouncements

3 Months Ended

Mar. 31, 2014

Recent Accounting Pronouncements [Abstract]

Recent Accounting Pronouncements

Recent Accounting Pronouncements

a) Recent accounting standards implemented

In July 2013, the FASB issued authoritative guidance containing changes to the presentation of an unrecognized tax benefit when a loss or credit carryforward exists. The new standard requires the netting of unrecognized tax benefits against a deferred tax asset for a loss or other carryforward that would apply in the settlement of the uncertain tax positions. The Company adopted this standard on January 1, 2014; however, the implementation of the standard did not have a significant impact on its financial results or in the presentation and disclosure of its financial statements.

No other new accounting standards have been adopted during the three-month period ended March 31, 2014.

b) Recent accounting standards issued

No new standards have been issued during the three-month period ended March 31, 2014 that the Company assessed to have a significant impact on its financial results or in the presentation and disclosure of its financial statements.

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Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of fair value assumptions

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,
	2014		2013
Total stock options granted	412,724		365,080
Volatility	38.7-39.2%		45.4		%
Risk-free interest rate	1.54-1.73%		0.81		%
Expected life (in years)	4.5		4.5
Dividend yield	—		—
Weighted-average grant date fair value	$	15.51	$	21.44

Schedule of stock option activity

The table below summarizes the stock options outstanding as of March 31, 2014 under both plans.

	Options Outstanding	Weighted Average Exercise Price		Unrecognized compensation cost		Weighted Average Period
				(in thousands)
LTIP	1,507,842	$	34.02	$	12,156	2.93
Assumed Plans	146,659	$	47.86	$	2,131	3.67

Schedule of restricted stock units activity

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, 2014:

	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	292,984	392,388	$	44.84	144,607	67,064	$	44.71
Outstanding	775,207	847,220	$	44.49	316,990	73,378	$	47.31

Schedule of unrecognized compensation expenses

The table below summarizes the unrecognized compensation cost related to the outstanding RSUs at March 31, 2014.

	Unrecognized Compensation Cost		Weighted Average Period
	(in thousands)
LTIP	$	54,078	2.56
Assumed Plans	$	16,275	3.19

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Debt Maturities (Details) (Term Loan Facility [Member], USD $) In Thousands, unless otherwise specified	Mar. 31, 2014
Term Loan Facility [Member]
Long-term Debt, Fiscal Year Maturity [Abstract]
2014	$ 43,750
2015	68,750
2016	93,750
2017	118,750
2018	656,250
Long-term debt	$ 981,250

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Earnings Per Share

3 Months Ended

Mar. 31, 2014

Earnings Per Share [Abstract]

Earnings Per Share

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-month period ended March 31, 2014 and 2013:

	Three Months Ended March 31,
	2014	2013
Weighted average number of shares used in computing basic EPS	206,525,188	205,576,875
Add dilutive common stock equivalents:
Outstanding stock options and restricted stock units (a)	561,489	846,674
Weighted average number of shares used in computing diluted EPS	207,086,677	206,423,549

(a) Excludes 1,389,283 and 503,379 common stock equivalents for the three-month period ended March 31, 2014 and 2013 because their effect was anti-dilutive.