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Commitments and Contingencies
6 Months Ended
Jun. 30, 2014
Commitments and Contingencies  
Commitments and Contingencies

NOTE E—Commitments and Contingencies

Legal

        The Company's operating activities entail significant risks of liability. From time to time, the Company is subject to various actions and claims arising from the acts or omissions of its employees, network providers or other parties. In the normal course of business, the Company receives reports relating to deaths and other serious incidents involving patients whose care is being managed by the Company. Such incidents occasionally give rise to malpractice, professional negligence and other related actions and claims against the Company or its network providers. Many of these actions and claims received by the Company seek substantial damages and therefore require the Company to incur significant fees and costs related to their defense.

        The Company is also subject to or party to certain class actions and other litigation and claims relating to its operations or business practices. In the opinion of management, the Company has recorded reserves that are adequate to cover litigation, claims or assessments that have been or may be asserted against the Company, and for which the outcome is probable and reasonably estimable. Management believes that the resolution of such litigation and claims will not have a material adverse effect on the Company's financial condition or results of operations; however, there can be no assurance in this regard.

Stock Repurchases

        On October 25, 2011 the Company's board of directors approved a stock repurchase plan which authorized the Company to purchase up to $200 million of its outstanding common stock through October 25, 2013. On July 24, 2013 the Company's board of directors approved an increase and extension of the stock repurchase plan which authorizes the Company to purchase up to $300 million of its outstanding stock through October 25, 2015.

        Stock repurchases under the program may be purchased from time to time in open market transactions (including blocks) or in privately negotiated transactions. The timing of repurchases and the actual amount purchased will depend on a variety of factors including the market price of the Company's shares, general market and economic conditions, and other corporate considerations. Repurchases may be made pursuant to plans intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, which could allow the Company to purchase its shares during periods when it otherwise might be prevented from doing so under insider trading laws or because of self-imposed trading blackout periods. Repurchases are expected to be funded from working capital and anticipated cash from operations. The repurchase authorization does not require the purchase of a specific number of shares and is subject to suspension or termination by the Company's board of directors at any time.

        Pursuant to this program, the Company made open market purchases as follows (aggregate cost excludes broker commissions and is reflected in millions):

Period
  Total number
of Shares
Purchased
  Average
Price Paid
per Share
  Aggregate
Cost
 

November 11, 2011 - December 31, 2011

    671,776   $ 48.72   $ 32.7  

January 1, 2012 - December 31, 2012

    459,252     50.27     23.1  

January 1, 2013 - December 31, 2013

    1,159,871     51.83     60.1  

January 1, 2014 - June 30, 2014

    1,137,037     59.20     67.3  
                 

 

    3,427,936         $ 183.2  
                 
                 

        During the period from July 1, 2014 through July 21, 2014, the Company made additional open market purchases of 223,821 shares of the Company's common stock at an aggregate cost of $14.0 million (excluding broker commissions).

Restructuring Activities

        As a result of restructuring activities initiated in 2013, the Company recorded liabilities for employee termination costs. The restructuring activities initiated in 2013 were related to contract terminations and organizational changes made in an effort to improve the Company's ability to execute its strategy. The Company anticipates additional restructuring costs in 2014 associated with lease termination and exit costs of $1.0 million. The additional projected restructuring costs are associated with the Commercial segment. For the six months ended June 30, 2014, the Company incurred $1.1 million of employee termination costs and $1.2 million of lease termination and exit costs. The restructuring costs incurred by segment were Public Sector $1.5 million, Commercial $0.7 million and Corporate $0.1 million. As of June 30, 2014, the Company incurred cumulative restructuring costs of $17.6 million related to 2013 initiatives. As of June 30, 2014, the cumulative restructuring costs incurred by segment were Public Sector $8.3 million, Commercial $5.4 million, and Corporate $3.9 million. Restructuring costs are included in direct service costs and other operating expenses in the consolidated statements of income.

        The following table summarizes the activity related to the restructuring liabilities for the six months ended June 30, 2014, by reportable segment (in thousands):

 
  Commercial   Public
Sector
  Corporate   Consolidated  

Liability for employee termination costs at December 31, 2013

  $ 4,744   $ 4,296   $ 3,429   $ 12,469  

Additions

    738     653     123     1,514  

Payments

    (168 )   (1,813 )   (1,964 )   (3,945 )

Liability released

        (377 )   (20 )   (397 )
                   

Liability for employee termination costs at June 30, 2014

  $ 5,314   $ 2,759   $ 1,568   $ 9,641