8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________

FORM 8‑K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  October 29, 2015 (October27, 2015)

HEALTHWAYS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-19364	62-1117144
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

701 Cool Springs Boulevard Franklin, Tennessee	37067
(Address of principal executive offices)	(Zip Code)

(615) 614-4929

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

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

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

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

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

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

Item 1.01.  Entry into a Material Definitive Agreement.

In connection with the reorganization and rationalization plan (the "Restructuring Plan") described under Item 2.05 below, on October 27, 2015, Healthways, Inc. (the "Company") entered into a Seventh Amendment to Fifth Amended and Restated Revolving Credit and Term Loan Agreement (the "Credit Agreement Amendment"), which amends the Fifth Amended and Restated Revolving Credit and Term Loan Agreement, dated June 8, 2012, as amended (the "Fifth Amended Credit Agreement"), among the Company, certain lenders, SunTrust Bank, as Administrative Agent, and certain other agents and arrangers.  The Credit Agreement Amendment provides that the expense incurred by the Company in the following matters will be excluded from the calculation of consolidated EBITDA for purposes of the Fifth Amended Credit Agreement:

● Operational improvement and restructuring charges incurred during the period of July 1, 2015 through March 31, 2017, not to exceed $27.5 million in the aggregate;

● Cash severance charges in connection with the departure of the Company's former chief executive officer during the quarter ended June 30, 2015 not to exceed $2.2 million in the aggregate; and

● Expense incurred in connection with the grant of certain cash inducement awards to the Company's new chief executive officer in an aggregate amount not to exceed approximately $1.3 million.

The Credit Agreement Amendment also reduces the amount available for borrowing under the revolving credit facility from $200 million to $125 million.

The foregoing description of the Credit Agreement Amendment is qualified in its entirety by reference to the full text of the Credit Agreement Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 2.02. Results of Operations and Financial Condition.

On October 29, 2015, the Company issued a press release announcing (i) earnings results for the quarter and nine-month period ended September 30, 2015, (ii) the Restructuring Plan and (iii) updated financial guidance for fiscal year 2015 (the text of which press release is attached hereto as Exhibit 99.1).  This information furnished pursuant to this Item 2.02 and Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing.

Item 2.05. Costs Associated With Exit or Disposal Activities.

On October 27, 2015, the Company committed to the Restructuring Plan which is intended to improve efficiency and deliver greater value to its customers as well as to create cost savings beginning in 2016.  As part of the Restructuring Plan, the Company will move from an organization focused on five customer end markets to a structure centered on two primary businesses – Population Health Services and Network Solutions. Additionally, the Company intends to implement a cost rationalization plan focusing in part on the Company's business technology architecture and in part on the cost-effective deployment of human capital and optimization of facilities infrastructure.  The Restructuring Plan is expected to be largely complete in 2016.

The Company expects to incur a total of approximately $20 million to $25 million in restructuring charges related to the Restructuring Plan, substantially all of which are expected to result in future cash expenditures, with a majority of the charges expected to be incurred in the fourth quarter of 2015.  The Company expects that the total charges will consist of approximately $9 million to $11 million of severance and other employee-related costs; approximately $6 million to $8 million of lease termination costs; and approximately $5 million to $6 million in consulting and other costs. The Company expects that the Restructuring Plan will create significant cost savings beginning in 2016, withtotal annualized savings of approximately $35 million to $45 million expected to be realized in 2017.

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Michael Farris Separation, Non-Competition and Release Agreement

On October 28, 2015, the Company entered into a Purchase Agreement (the "Purchase Agreement") with Michael Farris, the Company's Chief Commercial Officer, and NAVCO Acquisition, LLC, a Delaware limited liability company wholly owned by Mr. Farris ("Buyer"), pursuant to which the Company has agreed to sell to Buyer 100% of the membership interests of Navvis Healthcare, LLC, a Missouri limited liability company and indirect wholly owned subsidiary of the Company ("Navvis"), which is engaged in the healthcare consulting and advisory services business (the "Navvis Business").

The Purchase Agreement provides that, contemporaneously with the closing of the transactions contemplated by the Purchase Agreement (the "Closing"), the Company and Mr. Farris will enter into a Separation, Non-Competition and Release Agreement in the form attached to the Purchase Agreement (the "Separation Agreement"), at which time Mr. Farris will resign from the Company. The termination of Mr. Farris's employment will be treated as a termination by Mr. Farris without good reason for purposes of the Amended and Restated Employment Agreement, dated September 2, 2014, between the Company and Mr. Farris (the "Employment Agreement").The Closing is expected to occur on November 1, 2015.

The Separation Agreement confirms that Mr. Farris will be entitled to receive the following, each of which is provided for under the terms of the Employment Agreement:

● All accrued and unpaid base salary and group medical and life insurance benefits accrued through the date of termination of Mr. Farris's employment (the date of such termination, the "Separation Date");

● A pro-rated portion, based on the number of days during which Mr. Farris was employed during the 2015 fiscal year, of the 2015 Bonus (as defined in the Employment Agreement), which amount will be determined for the period beginning on January 1, 2015 and ending on the Separation Date); and

● A pro-rated portion (at the rate of $41,666 per month), based upon the number of days during which Mr. Farris was employed during the 2015 fiscal year, of the Retention Payment (as defined in the Employment Agreement).

In addition, the Separation Agreement provides that Mr. Farris will be entitled to receive a $250,000 bonus based upon the Company's expected achievement of the 2015 budgeted contribution margin under its contract with The Hawaii Medical Service Association ("HMSA") and the execution of a binding long-term renewal of the Company's relationship with HMSA, which was accomplished in September 2015. This bonus opportunity was previously conditioned upon the achievement of the performance objectives listed in the prior sentence and Mr. Farris's continued employment with the Company through December 29, 2015 (subject to exceptions in the event Mr. Farris was terminated without cause or terminated his employment for good reason (all as determined pursuant to the terms of the Employment Agreement) prior to such date).

The Separation Agreement also amends the confidentiality, non-competition and non-solicitation provisions (the "Restrictive Covenants") in the Employment Agreement by, among other things, (i) providing that the time period during which Mr. Farris must comply with the Restrictive Covenants will begin on the Separation Date and end on December 31, 2016, and (ii) refining the scope of the Restrictive Covenants to permit Mr. Farris to conduct the Navvis Business (separate and apart from the business conducted by the Company and its post-Closing subsidiaries) following the Separation Date.

The foregoing summary of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Separation Agreement, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.

Peter Choueiri Termination

As a result of the elimination of his role as part of the Restructuring Plan, the employment of Peter Choueiri, President of International, with the Company will terminate effective October 31, 2015. The termination of Mr. Choueiri's employment will be treated as a termination by the Company without cause for purposes of his employment agreement with the Company.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits

Exhibit 10.1	Seventh Amendment to Fifth Amended and Restated Revolving Credit and Term Loan Agreement
Exhibit 10.2	Form of Separation Agreement between the Company and Michael Farris
Exhibit 99.1	Press Release, dated October 29, 2015

Safe Harbor Provisions

This document contains forward-looking statements which are based upon current expectations, involve a number of risks and uncertainties and are subject to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Those forward-looking statements include all statements that are not historical statements of fact and those regarding the intent, belief or expectations of the Company, including, without limitation, all statements regarding the Company's future earnings and results of operations. Those forward-looking statements may be affected by certain risks and uncertainties, including, but not limited to:

● the Company's ability to estimate the costs associated with, and to implement and realize the anticipated benefits of, the reorganization and cost rationalization plan;

● the anticipated timing of the Closing and Mr. Farris's resignation;

● the effectiveness of management's strategies and decisions;

● the Company's ability to sign and implement new contracts for our solutions;

● the Company's ability to accurately forecast the costs required to successfully implement new contracts;

● the Company's ability to accurately forecast the costs necessary to integrate new or acquired businesses, services (including outsourced services) or technologies into the Company's business;

● the Company's ability to achieve estimated annualized revenue in backlog in the manner and within the timeframe we expect, which is based on certain estimates regarding the implementation of our services;

● the Company's ability to anticipate change and respond to emerging trends in the domestic and international markets for healthcare and the impact of the same on demand for the Company's services;

● the Company's ability to implement its integrated data and technology solutions platform within the required time frame and expected cost estimates and to develop and enhance this platform and/or other technologies to meet evolving customer and market needs;

● the Company's ability to renew and/or maintain contracts with its customers under existing terms or restructure these contracts on terms that would not have a material negative impact on the Company's results of operations;

● the Company's ability to accurately forecast the Company's revenues, margins, earnings and net income, as well as any potential charges that the Company may incur as a result of changes in its business and leadership;

● the Company's ability to accurately forecast performance and the timing of revenue recognition under the terms of its customer contracts ahead of data collection and reconciliation;

● the Company's ability to accurately forecast enrollment and participation rates in services and programs offered within the Company's contracts;

● the risks associated with deriving a significant concentration of revenues from a limited number of customers;

● the risks associated with foreign currency exchange rate fluctuations;

● the ability of the Company's customers to provide timely and accurate data that is essential to the operation and measurement of the Company's performance;

● the Company's ability to achieve the contractually required cost savings and clinical outcomes improvements and reach mutual agreement with customers with respect to cost savings, or to achieve such savings and improvements within the time frames it contemplates;

● the risks associated with changes in macroeconomic conditions;

● the risks associated with data privacy or security breaches, computer hacking, network penetration and other illegal intrusions of our information systems or those of third-party vendors or other service providers, which may result in unauthorized access by third parties to customer, employee or Company information or patient health information and lead to enforcement actions, fines and other litigation against the Company;

● the Company's ability to effectively compete against other entities, whose financial, research, staff, and marketing resources may exceed our resources;

● the Company's ability to service its debt and remain in compliance with its debt covenants;

● counterparty risk associated with our interest rate swap agreements and foreign currency exchanged contracts;

● the impact of litigation involving the Company and/or its subsidiaries;

● the impact of future state, federal and international legislation and regulations applicable to the Company's business, including the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 on the Company's operations and/or demand for its services; and

● other risks detailed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014, and other filings with the Securities and Exchange Commission.

SIGNATURES

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

HEALTHWAYS, INC.
By:	/s/ Alfred Lumsdaine
	Alfred Lumsdaine
	Chief Financial Officer

Date:  October 29, 2015

EXHIBIT INDEX

Exhibit 10.1	Seventh Amendment to Fifth Amended and Restated Revolving Credit and Term Loan Agreement
Exhibit 10.2	Form of Separation Agreement between the Company and Michael Farris
Exhibit 99.1	Press Release, dated October 29, 2015

EX-10.1

Exhibit 10.1

SEVENTH AMENDMENT TO FIFTH AMENDED AND RESTATED

REVOLVING CREDIT AND TERM LOAN AGREEMENT

THIS SEVENTH AMENDMENT TO FIFTH AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this "Amendment"), is made and entered into as of October 27, 2015, by and among HEALTHWAYS, INC., a Delaware corporation (the "Borrower"), the Subsidiary Loan Parties party hereto and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the "Administrative Agent") and the Swingline Lender.

W I T N E S S E T H:

WHEREAS, the Borrower, the several banks and other financial institutions from time to time party thereto (collectively, the "Lenders") and the Administrative Agent are parties to a certain Fifth Amendedand Restated Revolving Credit and Term Loan Agreement, dated as of June 8, 2012, as amended by that certain First Amendment to Fifth Amended and Restated Revolving Credit and Term Loan Agreement dated as of February 5, 2013, that certain Second Amendment to Fifth Amended and Restated Revolving Credit and Term Loan Agreement dated as of March 15, 2013, that certain Third Amendment to Fifth Amended and Restated Revolving Credit and Term Loan Agreement and First Amendment to Second Amended and Restated Subsidiary Guarantee Agreement dated as of July 1, 2013, that certain Fourth Amendment to Fifth Amended and Restated Revolving Credit and Term Loan Agreement dated as of April 14, 2014, that certain Fifth Amendment to Fifth Amended and Restated Revolving Credit and Term Loan Agreement dated as of December 29, 2014 and that certain Sixth Amendment to Fifth Amended and Restated Revolving Credit and Term Loan Agreement dated as of April 21, 2015 (as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the "Credit Agreement"; capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement), pursuant to which the Lenders have made certain financial accommodations available to the Borrower;

WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent amend certain provisions of the Credit Agreement, and subject to the terms and conditions hereof, the Lenders are willing to do so;

NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of all of which are acknowledged, the Borrower and the Administrative Agent, for itself as Administrative Agent, Swingline Lender and Issuing Bank and on behalf of Lenders constituting Required Lenders, agree as follows:

1.Amendments.

(a)Section 1.1 of the Credit Agreement is amended by replacing the definition of "Consolidated EBITDA" in its entirety with the following:

"Consolidated EBITDA" shall mean, for the Borrower and its Subsidiaries for any period, an amount equal to the sum of (a) Consolidated Net Income for such period plus (b) to the extent deducted in determining Consolidated Net Income for such period, (i) Consolidated Interest Expense, (ii) income tax expense, (iii) depreciation and amortization, (iv) all other non-cash charges (including non-cash expenses related to equity-based compensation, but excluding any such other non-cash charge to the extent that it represents an accrual of or reserve for future cash payments), (v) (A) operational improvement and restructuring charges (including severance costs) paid or payable in cash as contemplated by the Borrower's 2015 consultant-assisted strategic review and business process redesign initiative (including fees and expenses of consultants to the Borrower with respect thereto and fees and expenses in connection with the Seventh Amendment), incurred during the period of July 1, 2015 through March 31, 2017, in an aggregate amount not to exceed $27,500,000, (B) cash severance charges in connection with the departure of the Borrower's chief executive officer during the quarter ending June 30, 2015 in an aggregate amount not to exceed $2,200,000 and (C) inducement awards related to the hiring of the Borrower's new chief executive officer, paid or payable in cash, in an aggregate amount not to exceed $1,250,000, to the extent charged over the period of October 1, 2015 through December 31, 2016, (vi) transaction charges incurred by the Borrower in connection with the issuance of the 2013 Convertible Notes (including charges associated with the 2013 Convertible Notes Call Spread Transaction) in an aggregate amount not to exceed $18,000,000, in each case determined on a consolidated basis in accordance with GAAP for such period, (vii) to the extent included in the calculation of Consolidated EBITDA for any period that includes either the Fiscal Quarter ended March 31, 2014, or the Fiscal Quarter ended June 30, 2014, accounting charges taken in such Fiscal Quarter(s) as a result of the BCBSM Settlement in an aggregate amount not to exceed $9,500,000 and (viii) to the extent included in the calculation of Consolidated EBITDA for any period that includes a Fiscal Quarter ending on or before December 31, 2015, accounting charges attributable to the settlement or other satisfaction of litigation liabilities and the incurrence of related expenses (excluding any such charges related to the BCBSM Settlement) in an aggregate amount not to exceed $5,000,000 during the term of this Agreement.  To the extent that during such period any Loan Party shall have consummated an Acquisition, or any sale, transfer or other disposition of any Person, business, property or assets, Consolidated EBITDA shall be calculated on a Pro Forma Basis with respect to such Person, business, property or assets so acquired or disposed of.

(b)Section 1.1 of the Credit Agreement is amended by inserting the following new definition in the appropriate alphabetical order therein:

"Seventh Amendment" shall mean that certain Seventh Amendment to Fifth Amended and Restated Revolving Credit and Term Loan Agreement, dated as of October 27, 2015, by and among the Borrower, the Subsidiary Loan Parties party thereto and the  Administrative Agent, individually and on behalf of the Required Lenders.

2.Reduction of Aggregate Revolving Commitments.  Upon the effectiveness of this Amendment as provided in Section 3 below, the Aggregate Revolving Commitments shall be reduced from $200,000,000 to $125,000,000, such commitment reduction to be applied proportionately and permanently the Revolving Commitment of each Lender.  After giving effect to such commitment reduction, the Revolving Commitment of each Lender is set forth on Schedule A attached hereto.

3.Conditions to Effectiveness of this Amendment. Notwithstanding any other provision of this Amendment and without affecting in any manner the rights of the Lenders hereunder, it is understood and agreed that this Amendment shall not become effective, and the Borrower shall have no rights under this Amendment, until the Administrative Agent shall have received (a) executed counterparts of this Amendment from the Borrower and the Guarantors, (b) copies of resolutions of the Borrower's and Guarantors' board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of this Amendment, (c) written authorization from the Required Lenders approving this Amendment and authorizing the Administrative Agent to execute this Amendment, (d) payment of an amendment fee to the Administrative Agent, for the ratable benefit of the Lenders that authorize the Administrative Agent to execute this Amendment, in the amount of 0.15% of such Lenders' Revolving Commitment (after giving effect to the reduction in the Aggregate Revolving Commitments provided herein) and outstanding Term Loan, and (e) payment of such other fees Borrower has previously agreed to pay to the Administrative Agent or its affiliates in connection with this Amendment and reimbursement of the reasonable expenses of the Administrative Agent incurred in connection with this Amendment and the transactions contemplated hereby or otherwise owing pursuant to the Credit Agreement.

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4.Representations and Warranties.  To induce the Lenders and the Administrative Agent to enter into this Amendment, each Loan Party represents and warrants to the Lenders and the Administrative Agent that:

(a)Each of the Borrower and its Subsidiaries (i) is duly organized, validly existing and in good standing as a corporation or limited liability company, as applicable, under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to carry on its business as now conducted, and (iii) is duly qualified to do business, and is in good standing, in each jurisdiction where such qualification is required, except where a failure to be so qualified would not reasonably be expected to result in a Material Adverse Effect;

(b)     The execution, delivery and performance of this Amendment by each Loan Party are within such Loan Party's organizational powers and have been duly authorized by all necessary organizational action;

(c)The execution, delivery and performance of this Amendment by each Loan Party (i) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect or where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (ii) will not violate any applicable judgment, law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, (iii) will not violate or result in a default under any indenture, Material Agreement or other material instrument binding on the Borrower or any of its Subsidiaries or any of its material assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries and (iv) will not result in the creation or imposition of any Lien on any material asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents;

(d)This Amendment has been duly executed and delivered by or on behalf of each Loan Party and constitutes a legal, valid and binding obligation of each Loan Party, enforceable against such Loan Party in accordance with its terms except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity; and

(e)After giving effect to this Amendment and any changes in facts and circumstances that are not prohibited by the terms of the Credit Agreement, the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects (subject to the limitation that representations and warranties effective as of a specified date are true and correct as of such specified date), and no Default or Event of Default exists as of the date hereof.

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5. Reaffirmations and Acknowledgments.  

(a)Reaffirmation of Guaranty.  Each Subsidiary Loan Party consents to the execution and delivery by the Borrower of this Amendment and ratifies and confirms the terms of the Subsidiary Guarantee Agreement with respect to the indebtedness now or hereafter outstanding under the Credit Agreement as amended hereby and all promissory notes issued thereunder. Each Subsidiary Loan Party acknowledges that, notwithstanding anything to the contrary contained herein or in any other document evidencing any indebtedness of the Borrower to the Lenders or any other obligation of the Borrower, or any actions now or hereafter taken by the Lenders with respect to any obligation of the Borrower, the Subsidiary Guarantee Agreement (i) is and shall continue to be a primary obligation of the Subsidiary Loan Parties, (ii) is and shall continue to be an absolute, unconditional, joint and several, continuing and irrevocable guaranty of payment, and (iii) is and shall continue to be in full force and effect in accordance with its terms.  Nothing contained herein to the contrary shall release, discharge, modify, change or affect the original liability of the Subsidiary Loan Parties under the Subsidiary Guarantee Agreement.

(b)Acknowledgment of Perfection of Security Interest. Each Loan Party acknowledges that, as of the date hereof, the security interests and liens granted to the Administrative Agent and the Lenders under the Credit Agreement and the other Loan Documents are in full force and effect, are properly perfected and are enforceable in accordance with the terms of the Credit Agreement and the other Loan Documents.

6.Effect of Amendment.  Except as set forth expressly herein, all terms of the Credit Agreement, as amended hereby, and the other Loan Documents shall be and remain in full force and effect and shall constitute the legal, valid, binding and enforceable obligations of the Borrower to the Lenders and the Administrative Agent.  The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.  This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement.

7.Governing Law.   This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York and all applicable federal laws of the United States of America.

8.No Novation.  This Amendment is not intended by the parties to be, and shall not be construed to be, a novation of the Credit Agreement or an accord and satisfaction in regard thereto.

9.Costs and Expenses.  The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto.

10.Counterparts.  This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed to constitute one and the same instrument.  Delivery of an executed counterpart of this Amendment by facsimile transmission or by electronic mail in pdf form shall be as effective as delivery of a manually executed counterpart hereof.

11.Binding Nature.  This Amendment shall be binding upon and inure to the benefit of the parties hereto, their respective successors, successors-in-titles, and assigns.

12.Entire Understanding.  This Amendment sets forth the entire understanding of the parties with respect to the matters set forth herein, and shall supersede any prior negotiations or agreements, whether written or oral, with respect thereto.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, under seal in the case of the Borrower and the Guarantors, by their respective authorized officers as of the day and year first above written.

BORROWER:

HEALTHWAYS, INC.

By:	/s/ Alfred Lumsdaine
Name:	Alfred Lumsdaine
Title:	Chief Financial Officer and Secretary

SUBSIDIARY LOAN PARTIES:

AMERICAN HEALTHWAYS SERVICES, LLC

CARESTEPS.COM, INC.

POPULATION HEALTH SUPPORT, LLC

HEALTHWAYS INTERNATIONAL, INC.

HEALTHWAYS HEALTH SUPPORT, LLC

HEALTHWAYS WHOLEHEALTH NETWORKS, INC.

HEALTHWAYS QUITNET, LLC

HEALTHWAYS HEALTHTRENDS, LLC

CLINICAL DECISION SUPPORT, LLC

MEYOU HEALTH, LLC

HEALTHHONORS, LLC

THE STRATEGY GROUP, LLC

NAVVIS HEALTHCARE, LLC

NAVVIS CONSULTING, LLC

HEALTHWAYS HAWAII, LLC

ASCENTIA HEALTH CARE SOLUTIONS L.L.C.

By:	/s/ Alfred Lumsdaine
Name:	Alfred Lumsdaine
Title:	Chief Financial Officer and Secretary

[SIGNATURE PAGE TO SEVENTH AMENDMENT TO

FIFTH AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT]

ADMINISTRATIVE AGENT:

SUNTRUST BANK, as Administrative Agent

By:	/s/ Mary E. Coke
Name:	Mary E. Coke
Title:	Vice President

[SIGNATURE PAGE TO SEVENTH AMENDMENT TO

FIFTH AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT]

Schedule A

Revolver Commitments

Lender	Revolving Commitment
SunTrust Bank	$	20,312,500
U.S. Bank National Association	$	20,312,500
Fifth Third Bank	$	20,312,500
JPMorgan Chase Bank, N.A.	$	15,625,000
PNC Bank National Association	$	10,937,500
Compass Bank	$	7,812,500
Capital Bank, N.A.	$	6,250,000
Regions Bank	$	6,250,000
Cadence Bank, N.A.	$	4,687,500
First Tennessee Bank	$	4,687,500
Pinnacle National Bank	$	3,750,000
First Merit Bank	$	2,187,500
Avenue Bank	$	1,875,000
Total Commitments:	$	125,000,000

EX-10.2

Exhibit 10.2

SEPARATION, NON-COMPETITION AND RELEASE AGREEMENT

 This SEPARATION, NON-COMPETITION AND RELEASE AGREEMENT (this "Agreement") is entered into as of _____________, 2015 by and between Healthways, Inc. (the "Company") and Michael R. Farris ("Executive") (together, the "Parties").

RECITALS

WHEREAS, Executive is employed by the Company pursuant to the terms of the Amended and Restated Employment Agreement between the Company and Executive, dated September 2, 2014 (the "Employment Agreement");

WHEREAS, pursuant to the terms of that certain Purchase Agreement, dated as of November 28, 2015, among American Healthways Services, LLC (a wholly owned subsidiary of the Company) ("AHS"), Executive and NAVCO Acquisition, LLC (the "Purchase Agreement"), as a condition to the consummation of the transactions contemplated by the Purchase Agreement, Executive must execute and deliver this Agreement; and

 WHEREAS, in connection with the transactions contemplated by the Purchase Agreement, the Company and Executive have agreed to terminate Executive's employment pursuant to the Employment Agreement by the mutual written agreement of the Company and Executive.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth hereinafter, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

AGREEMENT

1.EXECUTIVE'S SEPARATION. Executive's employment with the Company shall terminate on the date on which the transactions contemplated by the Purchase Agreement are consummated (the "Separation Date").  As of the Separation Date, Executive shall resign from and no longer be an employee, officer, director and/or manager (or any equivalent position) of the Company or any subsidiaries or affiliates thereof, and Executive agrees he shall execute all documents necessary to effect such resignations.  The Parties hereby agree that, for purposes of the Employment Agreement, Executive's termination of employment will be treated as a termination by Executive without Good Reason (as defined in the Employment Agreement) pursuant to Section V.G of the Employment Agreement; provided, however, that the Company hereby waives the 90-day notice of resignation requirement set forth in Section V.G.1 of the Employment Agreement.

2.SEPARATION PAYMENTS AND BENEFITS. In full and final satisfaction of any and all amounts and benefits due or which could become due to Executive pursuant to the Employment Agreement, any employee benefit or incentive plans or agreements in which Executive participates or is a party (including, without limitation, (i) any of the Company's equity incentive or stock option plans and (ii) all cash, equity and equity-based award agreements between the Company and Executive (each agreement listed in clause (ii), an "Award Agreement" and, collectively, the "Award Agreements")), it is agreed as follows:

a.Executive will receive from the Company (i) a lump sum cash payment equal to any accrued yet unpaid Base Salary (as defined in the Employment Agreement) through the Separation Date and (ii) any group medical and life insurance benefits accrued through the Separation Date, in each case, payable within 30 days following the Separation Date;

b.Executive will receive from the Company a pro-rated portion, based upon the number of days during which Executive was employed during the 2015 fiscal year, of the 2015 Bonus (as defined in the Employment Agreement), which amount will be determined for the period beginning on January 1, 2015 and ending on the Separation Date.  As soon as practicable after the Company's audited financial statements for the applicable period become available, but no later than March 31, 2016, the Company shall calculate the amount of the 2015 Bonus to which Executive was entitled pursuant to the immediately preceding sentence based on such audited financial statements.  Subject to Section 3, the Company shall pay Executive the 2015 Bonus no later than April 15, 2016;

c.Executive will receive from the Company a pro-rated portion (at the rate of $41,666 per month), based upon the number of days during which Executive was employed during the 2015 fiscal year (including the Separation Date), of the Retention Payment (as defined in the Employment Agreement); and

d.Executive will receive from the Company the $250,000.00 bonus based upon achievement of Hawaii Medical Services Association's 2015 budgeted contribution margin and the execution of a binding long-term renewal of the Hawaii Medical Service Association relationship.

3.RELEASE OF CLAIMS.  The Company shall not be required to make the payments and provide the benefits specified in Section 2, other than those set forth in Section 2(a) (the "Accrued Amounts"), unless Executive has executed and delivered to the Company the Release of Claims attached as Exhibit A hereto (the "Release") within 30 days following the Separation Date.  Any payments or benefits specified in Section 2, other than the Accrued Amounts, payable during such 30-day period shall be withheld and shall be paid to Executive on the first payroll date following the 30th day following the Separation Date as long as Executive executed and delivered to the Company the Release in accordance with this Section 3. In the event the Release is not executed and delivered to the Company in accordance with this Section 3, the payments and benefits specified in Section 2, other than the Accrued Amounts, shall be forfeited.

4.NO OTHER PAYMENTS OR BENEFITS.  Except for the payments and benefits provided for in Section 2 of this Agreement, any 401(k) plan or other vested benefits due to Executive pursuant to the terms and conditions of any employee benefit plan in which Executive was a participant on or prior to the Separation Date (but not including the Award Agreements) and any benefits that are due or may become due to Executive under any health or welfare plan of the Company in which Executive was a participant on or prior to the Separation Date, Executive acknowledges and agrees that he is entitled to no other compensation, payments or benefits from the Company and/or its subsidiaries and affiliates of any kind or nature whatsoever, including, without limitation, pursuant to the Employment Agreement or the Award Agreements, and/or for salary, severance pay, medical benefits, fringe benefits, vacation pay, bonuses, incentive compensation, sick pay, insurance, disability insurance, medical benefits, paid or unpaid leave, vesting of cash, equity or equity-based awards or any other allowance, payment, grant, award or benefit of any nature or description.

5.TAX WITHHOLDING. The Company shall be entitled to withhold from any amounts otherwise payable hereunder to Executive any amounts required to be withheld in respect of federal, state or local taxes, and Executive shall be responsible for all taxes on amounts received under or related to this Agreement.

6.REPRESENTATIONS.  Executive and the Company make the following representations, each of which is an important consideration to the other party's willingness to enter into this Agreement:

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a.Executive understands and agrees that he has been advised to consult with an attorney of his choice concerning the legal consequences of this Agreement.  Executive hereby acknowledges that prior to signing this Agreement, he had the opportunity to consult, and did consult, with an attorney of his choosing regarding the effect of each and every provision of this Agreement.

b.Executive acknowledges and agrees that he knowingly and voluntarily entered into this Agreement with complete understanding of all relevant facts and that he was neither fraudulently induced nor coerced to enter into this Agreement.

c.Each of the Parties represents and warrants to the other that such Party has the capacity or authority, as applicable, to enter into this Agreement and be bound by its terms and that, when executed, this Agreement will constitute a valid and binding agreement of such Party enforceable against such Party in accordance with its terms.

7.CONFIDENTIALITY, NON-COMPETITION, NON-SOLICITATION.

a.The Company and Executive acknowledge and agree that the terms and conditions described in Section VIII of the Employment Agreement shall terminate and be of no further force or effect as of the Separation Date, and that such terms and conditions are replaced in their entirety by the provisions of this Section 7.

b.For purposes of this Agreement, the term:

(i) "Business" means the provision of certain healthcare consulting and advisory services provided by Navvis Healthcare, LLC and its Subsidiaries (as defined in the Purchase Agreement) in the Ordinary Course of Business (as defined in the Purchase Agreement), including, without limitation, the consulting and advisory services described in the customer contracts listed on Exhibit A to the Purchase Agreement.  To ensure clarity, the Business does not include the promotion, sale or operation of the Dean Ornish Program for the reversal of heart disease or the promotion, sale or operation of Company's Well-Being Improvement Solutions (as defined in the Purchase Agreement);

(ii) "Restricted Business" shall mean the delivery of care support services, health support services and population health management services that are the same as or substantially similar to the care support services, health support services and population health management services being offered by the Company or any of its subsidiaries or affiliates as of the Separation Date; and

(iii) "Permitted Services" shall mean (A) the services and activities performed by the Company and its Subsidiaries in the conduct of the Business, (B) providing consulting and advisory services to health systems, physician groups and health plans controlled by health systems ("Permitted Clients") regarding the design, implementation and operation of (i) care models (including transitions of care) for the management of insured and self-insured populations and (ii) health system and physician payment programs such as ACOs, bundled payments, episodes of care, performance contracts and risk contracts, (C) offering and selling to Permitted Clients, solely through a product distribution or commission arrangement with a third party vendor, software whose primary purpose is to support the administration and management of such care models and payment programs ("Permitted Software") and (D) providing consulting and advisory services to managed Medicare and managed Medicaid health plans related to revenue optimization, care models (including transitions of care) and care coordination, health system payment methodologies and physician payment methodologies, and offering and selling Permitted Software to such health plans, solely through a product distribution or commission arrangement with a third party vendor of such Permitted Software.

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c.The Executive acknowledges:

i. that the Restricted Business is intensely competitive and that the Executive's employment by the Company required that the Executive have access to and knowledge of confidential information of the Company relating to its business plans, financial data, marketing programs, client information, contracts and other trade secrets, in each case other than as and to the extent such information is generally known or publicly available through no violation of this Agreement by Executive;

ii. the use or disclosure of such information other than in furtherance of the Restricted Business may place the Company at a competitive disadvantage and may do damage, monetary or otherwise, to the Restricted Business; and

iii. the engaging by Executive in any of the activities prohibited by this Section 7(c) shall constitute improper appropriation and/or use of such information. Executive expressly acknowledges the trade secret status of the Company's or its subsidiaries' or affiliates' confidential information and that the confidential information constitutes a protectable business interest of the Company and its subsidiaries and affiliates.  Executive expressly agrees not to use such confidential information or divulge such confidential information to anyone outside the Company without prior permission by the Company.

d.The Company (which shall be construed to include the Company, its subsidiaries and their respective affiliates) and Executive agree that for a period beginning on the date hereof and ending on December 31, 2016, Executive shall not:

i. directly or indirectly engage in Competition (as defined below), with the Company or its subsidiaries or affiliates within any market where the Company is conducting the Restricted Business on the date hereof.  For purposes of this Agreement, "Competition" by Executive shall mean Executive's being employed by or acting as a consultant or lender to, or being a director, officer, employee, principal, agent, stockholder, member, owner or partner of or permitting his name to be used in connection with the activities of any person or entity engaged in the Restricted Business, provided that, (A) it shall not be a violation of this subsection for Executive to become the registered or beneficial owner of less than five percent (5%) of any class of the capital stock of any one or more competing corporations registered under the 1934 Act, provided that, the Executive does not participate in the business of such corporation until such time as this covenant expires and (B) Executive is expressly permitted to engage in Permitted Services; and

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ii. Executive further agrees that he will not, directly or indirectly, for his benefit or for the benefit of any other person or entity, do any of the following:

a. solicit from any customer doing business with the Company as of Executive's termination business of the same or of a similar nature to the Restricted Business with such customer, provided, however, Executive shall not be restricted from soliciting such customers for Permitted Services;

b. solicit from any potential customer of the Company business of the same or of a similar nature to that which, to the knowledge of Executive, has been the subject of a written or oral bid, offer or proposal by the Company, or of substantial preparation with a view to making such a bid, proposal or offer, within 18 months prior to the Separation Date, provided, however, Executive shall not be restricted from soliciting such customers for Permitted Services;

c. except as contemplated by the Purchase Agreement, recruit or solicit the employment or services of any person who was employed by the Company as of the Separation Date and is employed by the Company at the time of such recruitment or solicitation; or

d. make comments, whether oral or in writing, that disparage or injure the Company, its officers, directors, agents, employees, products and services.

iii. Executive acknowledges that the services that were rendered by Executive to the Company were of a special and unique character, which causes this Agreement to be of significant value to the Company, the loss of which may not be reasonably or adequately compensated for by damages in an action at law, and that a breach or threatened breach by the Executive of any of the provisions contained in this Section 7 will cause the Company irreparable injury.  Executive therefore agrees that the Company will be entitled, in addition to any other right or remedy, to a temporary, preliminary and permanent injunction, without the necessity of proving the inadequacy of monetary damages or the posting of any bond or security, enjoining or restraining Executive from any such violation or threatened violations. Executive acknowledges that the terms of this Section 7 and his obligations are reasonable and will not prohibit Executive from being employed or employable in the health care industry.

e.If any one or more of the provisions contained in this Agreement shall be held to be excessively broad as to duration, activity or subject, such provisions shall be construed by limiting and reducing them so as to be enforceable to the fullest extent permitted by law.

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8.TAX MATTERS; SECTION 409A. Notwithstanding any provision of this Agreement, this Agreement shall be construed and interpreted to comply with or otherwise be exempt from Section 409A of the Internal Revenue Code of 1986 (the "Code"), as amended, and if necessary, any provision shall be held null and void to the extent such provision (or part thereof) fails to comply with Section 409A of the Code or regulations thereunder.  For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the Section 409A of the Code deferral election rules and the exclusion from Section 409A of the Code for certain short-term deferral amounts.  Executive may not, directly or indirectly, designate the calendar year of any payment due hereunder.  Any amounts payable solely on account of an involuntary separation from service within the meaning of Section 409A of the Code shall be excludible from the requirements of Section 409A of the Code, either as involuntary separation pay or as short-term deferral amounts (e.g., amounts payable under the schedule prior to March 15 of the calendar year following the calendar year of involuntary separation) to the maximum possible extent.  If, as of the Separation Date, Executive is a "specified employee" as determined by the Company, then to the extent that any amount or benefit that would be paid or provided to Executive under this Agreement within six (6) months of his "separation from service" (as determined under Section 409A) constitutes an amount of deferred compensation for purposes of Section 409A and is considered for purposes of Section 409A to be owed to Executive by virtue of his separation from service, then such amount or benefit will not be paid or provided during the six-month period following the date of Executive's separation from service and instead shall be paid or provided on the first business day that is at least seven months following the date of Executive's separation from service, except to the extent that, in the Company's reasonable judgment, payment during such six-month period would not cause Executive to incur additional tax, interest or penalties under Section 409A.  Further, any reimbursements or in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

9.RETURN OF COMPANY PROPERTY. Upon the Separation Date, Executive shall return to the Company all files, records, credit cards, keys, equipment and all other Company property or documents maintained by Executive for the Company's use or benefit.

10.GOVERNING LAW.  This Agreement, its Exhibits and all rights, duties and remedies hereunder shall be governed by and construed and enforced in accordance with the laws of the State of Tennessee, without reference to its choice of law rules, except as preempted by federal law.

11.SUCCESSORS AND ASSIGNS.  This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors and legal representatives of Executive upon Executive's death and (b) any successor of the Company.  Any such successor of the Company will be deemed substituted for the Company under the terms of this Agreement for all purposes.  For this purpose, "successor" means any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company.  None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution.  Any other attempted assignment, transfer, conveyance or other disposition of Executive's right to compensation or other benefits will be null and void.

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12.AMENDMENTS.  This Agreement may not be amended or modified other than by a written instrument signed by an authorized representative of the Company and Executive.

13.INTERPRETATION.  The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. Each of the Parties has participated in the drafting and negotiation of this Agreement. If any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if it is draft by both Parties, and no presumption or burden of proof share arise favoring or disfavoring any Party by virtue of authorship of any of the provisions of this Agreement.

14.COUNTERPARTS.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.  Facsimile and .pdf signatures will suffice as original signatures.

15. NOTICES.  All notices hereunder shall be in writing and delivered personally or sent by United States registered or certified mail, postage prepaid and return receipt requested.

If to the Company:

Attn: General Counsel

Healthways, Inc.

701 Cool Springs Blvd.

Franklin, TN 37067

If to Executive:

Michael R. Farris

[address on file]

16.ENTIRE AGREEMENT.  This Agreement and its Exhibits, together with any other obligations specifically preserved herein and the specific terms of the Award Agreements referenced herein, set forth the entire agreement and understanding of the Parties relating to the subject matter hereof and merges and supersedes all prior discussions, agreements, and understandings of every kind and nature between the Parties hereto, and neither Party shall be bound by any term or condition other than as expressly set forth or provided for in this Agreement.

17.SEVERABILITY.  If any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and effect without said provision.

18.WAIVER OF JURY TRIAL. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDINGS BROUGHT BY THE OTHER PARTY IN CONNECTION WITH ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 18 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties, intending to be legally bound, have caused this Agreement to be executed as of the dates set forth below.

COMPANY HEALTHWAYS, INC.	EXECUTIVE
By:
Name:	Michael R. Farris
Title:
Date:	Date:

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Exhibit A

RELEASE OF CLAIMS

 In exchange for the payments described in Section 2 and 3 of the Separation, Non-Competition and Release Agreement (the "Separation Agreement") by and between Healthways, Inc. (the "Company") and Michael R. Farris ("Executive") (together, the "Parties") and in accordance with the terms of the Employment Agreement (as defined in the Separation Agreement), Executive hereby agrees as follows:

1. Except as set forth in the Purchase Agreement, dated as of November 28, 2015, among American Healthways Services, LLC ("AHS"), Executive and NAVCO Acquisition, LLC (the "Purchase Agreement") or any of the other Transaction Documents (as defined in the Purchase Agreement), Executive hereby forever releases and discharges the Company, and each of its predecessors, assigns, former and current employees, representatives, agents,  partners, owners,  parent companies, subsidiaries, affiliates, successors, including any and all persons acting with any of them (collectively, "Released Parties" or individually, "Released Party"), from any claims or causes of action, known or unknown ("Claims"), which Executive had, now has or claims to have, or may hereafter claim to have against any of the Released Parties.  Such Claims include those under any local, state or federal law, Executive Order, or at common law including, but not limited to, for wrongful termination, breach of an express or implied contract (including, without limitation, the Employment Agreement), breach of the covenant of good faith and fair dealing, breach of fiduciary duty, employment discrimination (including harassment, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability and loss of future earnings), and any claims pursuant to any Tennessee state law, and all claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 1981(a), the Employment Retirement Income Security Act, the Family and Medical Leave Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the National Labor Relations Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Immigration Reform Control Act, the Genetic Information Non-Discrimination Act and the Equal Pay Act, as well as all federal and state executive orders including Executive Order 11246 and all claims under other applicable federal, state and local codes, laws, regulations or ordinances concerning his employment with the Company or the termination thereof. Such Claims also include any claims that may be made by Executive or his affiliates pursuant to the Purchase Agreement, dated as August 24, 2011, among Executive, AHS, Navvis Healthcare, LLC and other parties thereto.  This Release further specifically encompasses all claims related to compensation, benefits, incentive packages and/or any other form of compensation Executive may or may not have received during his employment.  This provision does not include the release of claims with respect to any rights to indemnification, contribution or advancement of expenses Executive may have under the Company's certificate of incorporation or bylaws, in each case as currently in effect and as may be in effect from time to time, including any rights Executive may have under directors' and officers' insurance policies.

2. In compliance with the Older Worker Benefit Protection Act, Executive acknowledges that he is specifically waiving any claims under the federal Age Discrimination in Employment Act of 1967, as amended.

A-1

3. Executive represents and agrees that he is fully aware of his rights and has been advised in this writing and otherwise to discuss any and all aspects of the Separation Agreement and this Release with his attorney or counselor of his choice, that he has carefully read and fully understands all of the provisions of the Separation Agreement and that before the execution of this Agreement he has been provided a period of twenty-one (21) days within which to consider each and every provision of the Separation Agreement and this Release in consultation with counsel of his choosing.  Executive acknowledges and agrees that he knowingly and voluntarily entered into the Separation Agreement and this Release with complete understanding of all relevant facts, and that he was neither fraudulently induced nor coerced to enter into the Separation Agreement or this Release.

4. Executive further understands that even after signing this Release, he shall have a period of seven (7) days to reconsider and change his mind and revoke this Release.  This Release shall become effective and binding only on the 8^th calendar day after he has signed this Release and only in the absence of an effective waiver (the "Effective Date").

5. Executive represents that, he has not filed any other complaint(s), charge(s) or Lawsuit(s) against the Company or any other Released Party with the United States Equal Employment Opportunity Commission (the "EEOC") or with any other local, state or federal agency or court.  This Agreement will not affect Executive's right to hereafter file a charge with the EEOC relating to matters outside the scope of this Agreement or to participate in an investigation or proceeding conducted by the EEOC; however, while this Agreement shall not act to prevent Executive from filing a charge of discrimination with or participating in an investigation or proceeding conducted by the EEOC, by signing this Agreement, Executive waives his right to recover any damages or other relief in any claim or suit brought by or through the EEOC or any other state or local agency on his behalf under any federal, state, or local anti-discrimination law against the Company or any other Released Party for any event which occurred as of the date of hereof, except where prohibited by law.  Executive further agrees that if any state or federal agency or court assumes jurisdiction of any complaint(s), charge(s) or lawsuit(s) against the Company or any other Released Party on behalf of Executive, Executive will request such agency or court withdraw from the matter, and Executive will refuse any benefits derived therefrom and hereby waives his right to recover any damages or other relief with respect thereto.

ACCEPTED AND AGREED,

as of the date set forth below:

Michael R. Farris

Date: _____________________________________

A-2

EX-99.1

Exhibit 99.1

Investor Relations Contact:

Chip Wochomurka

(615) 614-4493

chip.wochomurka@healthways.com

HEALTHWAYS REPORTS THIRD-QUARTER 2015 FINANCIAL RESULTS

¾¾¾¾¾¾¾¾¾¾¾

Announces Restructuring Plan to Decentralize Operations and Rationalize Cost Structure

¾¾¾¾¾¾¾¾¾¾¾

Affirms Guidance for 2015 Adjusted Net Income per Diluted Share

NASHVILLE, Tenn. (October 29, 2015) – Healthways (NASDAQ: HWAY) today announced financial results for the third quarter and nine months ended September 30, 2015, and a reorganization and cost rationalization plan designed to increase efficiency and improve performance.

Third-Quarter 2015 Financial Highlights

· Revenues of $196.4 million, up 5.8% from $185.7 million for the third quarter of 2014;

· Net loss of $9.0 million, or $0.25 per share, compared with net income of $2.0 million, or $0.05 per diluted share, for the third quarter last year; and

· Adjusted net income per diluted share of $0.14 compared with $0.08 for the third quarter of 2014. The adjusted results for the third quarter of 2015 exclude $1.8 million of restructuring charges, $1.8 million of non-cash interest expense, and $19.6 million in aggregate for an impairment of a joint venture investment and a related loss on the remaining investment commitment ("JV losses"). The adjusted results for the third quarter of last year exclude $1.7 million of non-cash interest expense.

HEALTHWAYS, INC.

Financial Highlights

(In millions, except per-share data)

See page 11 for a reconciliation of non-GAAP financial measures

	Three Months Ended September 30,						Nine Months Ended     September 30,
	2015			2014			2015			2014
Revenue	$	196.4		$	185.7		$	584.3		$	543.0
Net income (loss)		(9.0	)		2.0			(11.5	)		(8.1	)
Net income (loss) per share, GAAP basis	$	(0.25	)2	$	0.05	1	$	(0.32	)2	$	(0.23	)2
Non-cash interest expense per share		0.03	2		0.03	1		0.09	2		0.09	2
Restructuring charges per share		0.03	2		—			0.03	2		—
JV losses per share		0.33	2		—			0.33	2		—
CEO transition-related expenses per share		—			—			0.08	2		—
Contract dispute settlement charge per share		—			—			—			0.17	2
Adjusted net income per share3	$	0.14	1	$	0.08	1	$	0.20	1	$	0.03	1

¹ Diluted

² Basic

³ Figures may not add due to rounding and use of basic or diluted shares in calculation

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HWAY Reports Third-Quarter Results

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October 29, 2015

Alfred Lumsdaine, Chief Financial and Administrative Officer of Healthways, commented, "Our operational results for the third quarter were consistent with our expectations. As was the case with our second-quarter results, the early recognition of performance-based revenues positively impacted our third-quarter revenues and earnings. For the third quarter, we recognized $3.6 million in performance-based revenues that we previously expected to realize in the fourth quarter of 2015. Cash flow from operations was $9.8 million for the third quarter, while capital expenditures were $9.1 million."

Reorganization and Cost Rationalization Plan

Healthways also announced today a structural reorganization, moving from an organization focused on five customer end-markets to a structure that will be centered on two primary businesses – Population Health Services and Network Solutions.  In addition to the reorganization, the Company intends to improve efficiency through the implementation of a plan to rationalize costs, primarily within the Population Health Services business unit.  This reorganization and cost rationalization plan (the "Plan") is the result of a comprehensive review of the Company's operations and cost structure that began in June, led by Mr. Lumsdaine with support and oversight from the Board of Directors and the assistance of Alvarez & Marsal, a leading professional consulting firm.

"The new decentralized operational structure is designed to deliver greater value to our customers," said Healthways President and Chief Executive Officer, Donato Tramuto. "The Population Health Services business unit will deliver interventions directly to members of sponsored populations. These interventions are designed to improve people's health and well-being, drive improved performance and lower health-related costs by keeping healthy people healthy, eliminating or reducing lifestyle risks that lead to disease, and optimizing care for people with persistent conditions or chronic disease. The Network Solutions business unit will manage our interventions, like our SilverSneakers® Fitness program, that are delivered through the networks that we organize." Mr. Tramuto added, "We expect our cost rationalization efforts within the Population Health Services business unit to enhance our efficiency and cost effectiveness, while sharpening our focus on our core capabilities."

The reorganization is expected to be largely complete early in 2016. As part of the reorganization, the Company's international operations will become part of the Population Health Services business unit. As a result of the elimination of his role, Peter Choueiri, President of International, will depart Healthways. In addition, the Company has entered into a definitive agreement to sell its Navvis subsidiary to Mike Farris, the Company's Chief Commercial Officer, effective on November 1, 2015. Mr. Farris is expected to step down as part of the sale, approximately two months earlier than the expiration of his employment agreement.

The Company expects to implement the cost rationalization portion of the Plan in two work streams to be complete in 2016. One work stream will focus on the Company's business technology architecture and the second work stream will focus on the cost effective deployment of human capital and optimization of our facilities infrastructure.

"The changes coming from the Plan are designed to improve the support and satisfaction of our current and future customers by refocusing and reinvigorating the entire Company," said Mr. Tramuto. "Our new structure will empower our two business units to deepen customer relationships and deliver improved performance with a strong focus on results and accountability.  We also expect these changes to provide more growth opportunities for our tremendously skilled employees and drive greater long-term value for our stockholders.

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HWAY Reports Third-Quarter Results

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October 29, 2015

"I want to express my gratitude and that of our entire Board to Alfred Lumsdaine for his leadership of the Company during this time and specifically his collaboration in spearheading the development of the Plan. We are looking forward to Alfred's continued leadership in his expanded role. Additionally, we are excited to have Sid Stolz join the team, as President, Network Solutions (see biographical information below).  His decision to come to Healthways is but one example of our intent to recruit and retain the industry's best talent."

Healthways expects to incur a total of approximately $20 million to $25 million in restructuring charges related to the Plan. A majority of the charges are expected to be incurred in the fourth quarter of 2015. This Plan is designed to create significant cost savings beginning in 2016, with total annualized savings of approximately $35 million to $45 million anticipated in 2017.

"Although the actions announced today are of a structural and cost rationalization nature, we are not yet complete with our strategic efforts," added Mr. Tramuto. "Moving forward past this initial work, which might best be described as a turnaround situationas it relates to our Population Health Services business, we will invest in opportunities within and outside the Company that we believe will grow the business, provide acceptable returns, position us as number one or two in our markets, and produce improved stockholder value."

In connection with the Plan, Healthways has also completed an amendment to its existing credit facility. Under the terms of the amendment, a combined total of $27.5 million of cash restructuring costs that fit the GAAP definition of restructuring and additional cash advisory services costs will be excluded from the covenant calculations for total debt to EBITDA and the fixed charge coverage. As calculated under the amended credit facility,the Company's ratio of total debt to EBITDA was 2.8 at the end of the third quarter.

During the third quarter, as a product of the ongoing review of the Company's operations following changes in its executive leadership team, the Company observed indicators that its investment in a joint venture with Gallup might be impaired. "We recently completed updated projections for the survey instruments created by the joint venture," said Mr. Lumsdaine. "While these instruments are an important part of our solutions and we expect our deployment of them to continue to grow, we performed a fair value assessment based on our updated projections and concluded that our existing investment in the joint venture was impaired.  In addition, we determined that there was a loss on the remaining committed investment in the joint venture.  These non-cash charges for JV losses totaled $19.6 million and were recorded in our third-quarter results."

2015 Financial Guidance

Healthways today has adjusted its revenue guidance for 2015 to reflect both the expected sale of Navvis and the previously announced amended ten-year contract with The Hawai'i Medical Service Association (HMSA). While the movement of approximately 220 Healthways staff to HMSA under the amended agreement will result in lower contract revenues, the contract profit contribution is expected to be largely unchanged. As a result, guidance for 2015 revenues is now in a range of $760 million to $770 million compared with the previous range of $770 million to $785 million.  The Company affirms its financial guidance for 2015 adjusted net income per diluted share in a range of $0.07 to $0.15, which excludes non-cash interest, restructuring charges, JV losses, and CEO transition-related expenses.

Given the current uncertainty of the specific timing and amounts of certain expenses associated with the Plan, the Company is not providing updated guidance for 2015 EBITDA margin and operating cash flow. Healthways' guidance for adjusted EBITDA margin for 2015 is in a range of 8.0% to 8.5%, which excludes restructuring charges and JV losses. For 2015, the Company continues to expect that total capital expenditures will be in a range of $37 million to $42 million. The Company also expects that it will remain in compliance with all covenants under its credit facility.

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HWAY Reports Third-Quarter Results

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October 29, 2015

Sid Stolz, President, Network Solutions, Biographical Information

Sid Stolz joined Healthways effective October 27, 2015, as President, Network Solutions.

He comes to Healthways from his previous role as President of ChipRewards, Inc., where he has served since 2012. ChipRewards is a leading health care solutions company that motivates individuals to make healthy choices through integrating a behavioral science foundation with a proprietary rewards processing system to maximize member participation and engagement.  He has been in the health care industry his entire career of more than 25 years, holding leadership positions at several industry-leading companies, including Towers Watson, United Health Group and CVS/Caremark. Mr. Stolz earned a Bachelor of Arts in Economics from Bethany College in Lindsborg, Kansas, and a Masters of Business Administration from The University of Texas at Austin.

Consistent with the Company's philosophy of aligning the interests of its management with those of its stockholders, the Company has granted Mr. Stolz an award of 68,531 restricted stock units that vest in three equal annual installments beginning on the first anniversary of the grant date and an award of market stock units (MSUs) that vest on the third anniversary of the grant date.  Pursuant to the terms of the MSUs, Mr. Stolz will be entitled to receive 101,330 shares upon achievement of a 3-year annualized total shareholder return target and may receive up to a maximum of 182,394 shares if the target is exceeded. These awards were issued to Mr. Stolz outside of the Company's 2014 Stock Incentive Plan as inducement awards in accordance with NASDAQ Stock Market Rule 5635(c)(4).

Conference Call

Healthways will hold a conference call to discuss this release today at 5:00 p.m. Eastern Time. Investors will have the opportunity to listen to the conference call live over the Internet by going to www.healthways.com and clicking Investors at least 15 minutes early to register, download and install any necessary audio software. Presentation materials related to the conference call may also be accessed by going to www.healthways.com and clicking Investors. For those who cannot listen to the live broadcast, a telephonic replay will be available for one week at 719-457-0820, code 833109, and the replay will also be available on the Company's web site for the next 12 months.

Safe Harbor Provisions

This press release contains forward-looking statements, including our guidance and financial expectations for future periods, which are based upon current expectations, involve a number of risks and uncertainties and are subject to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Those forward-looking statements include all statements that are not historical statements of fact and those regarding the intent, belief or expectations of the Company, including, without limitation, all statements regarding the Company's future earnings and results of operations. Those forward-looking statements are subject to the finalization of the Company's quarterly financial accounting procedures and may be affected by certain risks and uncertainties, including, but not limited to:

· the Company's ability to estimate the costs associated with, and to implement and realize the anticipated benefits of, the reorganization and cost rationalization plan;

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· the effectiveness of management's strategies and decisions;

· the Company's ability to sign and implement new contracts for our solutions;

· the Company's ability to accurately forecast the costs required to successfully implement new contracts;

· the Company's ability to accurately forecast the costs necessary to integrate new or acquired businesses, services (including outsourced services) or technologies into the Company's business;

· the Company's ability to achieve estimated annualized revenue in backlog in the manner and within the timeframe we expect, which is based on certain estimates regarding the implementation of our services;

· the Company's ability to anticipate change and respond to emerging trends in the domestic and international markets for healthcare and the impact of the same on demand for the Company's services;

· the Company's ability to implement its integrated data and technology solutions platform within the required time frame and expected cost estimates and to develop and enhance this platform and/or other technologies to meet evolving customer and market needs;

· the Company's ability to renew and/or maintain contracts with its customers under existing terms or restructure these contracts on terms that would not have a material negative impact on the Company's results of operations;

· the Company's ability to accurately forecast the Company's revenues, margins, earnings and net income, as well as any potential charges that the Company may incur as a result of changes in its business and leadership;

· the Company's ability to accurately forecast performance and the timing of revenue recognition under the terms of its customer contracts ahead of data collection and reconciliation;

· the Company's ability to accurately forecast enrollment and participation rates in services and programs offered within the Company's contracts;

· the risks associated with deriving a significant concentration of revenues from a limited number of customers;

· the risks associated with foreign currency exchange rate fluctuations;

· the ability of the Company's customers to provide timely and accurate data that is essential to the operation and measurement of the Company's performance;

· the Company's ability to achieve the contractually required cost savings and clinical outcomes improvements and reach mutual agreement with customers with respect to cost savings, or to achieve such savings and improvements within the time frames it contemplates;

· the risks associated with changes in macroeconomic conditions;

· the risks associated with data privacy or security breaches, computer hacking, network penetration and other illegal intrusions of our information systems or those of third-party vendors or other service providers, which may result in unauthorized access by third parties to customer, employee or Company information or patient health information and lead to enforcement actions, fines and other litigation against the Company;

· the Company's ability to effectively compete against other entities, whose financial, research, staff, and marketing resources may exceed our resources;

· the Company's ability to service its debt and remain in compliance with its debt covenants;

· counterparty risk associated with our interest rate swap agreements and foreign currency exchanged contracts;

· the impact of litigation involving the Company and/or its subsidiaries;

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· the impact of future state, federal and international legislation and regulations applicable to the Company's business, including the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 on the Company's operations and/or demand for its services; and

· other risks detailed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014, and other filings with the Securities and Exchange Commission.

The Company undertakes no obligation to update or revise any such forward-looking statements.

About Healthways

Healthways is the largest independent global provider of well-being improvement solutions. Dedicated to creating a healthier world one person at a time, the Company uses the science of behavior change to produce and measure positive change in well-being for our customers, which include employers, integrated health systems, hospitals, physicians, health plans, communities and government entities.  We provide highly specific and personalized support for each individual and their team of experts to optimize each participant's health and productivity and to reduce health-related costs. Results are achieved by addressing longitudinal health risks and care needs of everyone in a given population. The Company has scaled its proprietary technology infrastructure and delivery capabilities developed over 30 years and now serves approximately 68 million people on four continents. Learn more at www.healthways.com.

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HEALTHWAYS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(In thousands, except earnings (loss) per share data)

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2015			2014		2015			2014
Revenues	$	196,382		$	185,656	$	584,317		$	543,047
Cost of services (exclusive of depreciation and amortization of $9,864, $9,392,  $29,205, and $28,368, respectively, included below)		159,053			148,950		479,147			443,574
Selling, general & administrative expenses		14,467			15,756		51,644			49,086
Depreciation and amortization		12,238			13,378		37,099			40,250
Restructuring and related charges		1,752			—		1,752			—
Legal settlement charges		—			—		—			9,363
Operating income		8,872			7,572		14,675			774
Interest expense		4,433			4,574		13,485			13,472
Equity in loss from joint ventures		(19,602	)		—		(20,443	)		—
Income (loss) before income taxes		(15,163	)		2,998		(19,253	)		(12,698	)
Income tax expense (benefit)		(6,020	)		1,025		(7,313	)		(4,559	)
Net income (loss)	$	(9,143	)	$	1,973	$	(11,940	)	$	(8,139	)
Less: net loss attributable to non-controlling interest		(117	)		—		(420	)		—
Net income (loss) attributable to Healthways, Inc.	$	(9,026	)	$	1,973	$	(11,520	)	$	(8,139	)
Earnings (loss) per share attributable to Healthways, Inc.:
Basic	$	(0.25	)	$	0.06	$	(0.32	)	$	(0.23	)
Diluted (1)	$	(0.25	)	$	0.05	$	(0.32	)	$	(0.23	)
Comprehensive income (loss)	$	(10,442	)	$	849	$	(14,494	)	$	(8,853	)
Less: comprehensive loss attributable to non-controlling interest		(284	)		—		(582	)		—
Comprehensive income (loss) attributable to Healthways, Inc.	$	(10,158	)	$	849	$	(13,912	)	$	(8,853	)
Weighted average common shares
and equivalents:
Basic		35,939			35,351		35,756			35,263
Diluted (1)		35,939			36,477		35,756			35,263
(1)The impact of potentially dilutive securities for the three and nine months ended September 30, 2015 and the nine months ended September 30, 2014 was not considered because the effect would be anti-dilutive in each of those periods.

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HEALTHWAYS, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

ASSETS

	September 30,			December 31,
	2015			2014
Current assets:
Cash and cash equivalents	$	1,765		$	1,765
Accounts receivable, net		123,926			126,559
Prepaid expenses		10,657			10,680
Other current assets		6,386			7,662
Income taxes receivable		1,529			2,917
Deferred tax asset		7,148			13,118
Total current assets		151,411			162,701
Property and equipment:
Leasehold improvements		39,020			39,285
Computer equipment and related software		356,595			316,808
Furniture and office equipment		23,214			23,257
Capital projects in process		24,905			38,389
		443,734			417,739
Less accumulated depreciation		(282,511	)		(252,043	)
		161,223			165,696
Other assets		26,231			75,550
Intangible assets, net		64,762			69,161
Goodwill, net		338,800			338,800
Total assets	$	742,427		$	811,908

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HEALTHWAYS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

(Unaudited)

LIABILITIES AND STOCKHOLDERS' EQUITY

	September 30,			December 31,
	2015			2014
Current liabilities:
Accounts payable	$	37,951		$	37,204
Accrued salaries and benefits		19,174			24,198
Accrued liabilities		54,819			62,674
Deferred revenue		7,984			8,282
Contract billings in excess of earned revenue		15,172			15,232
Current portion of long-term debt		23,622			20,613
Current portion of long-term liabilities		3,390			2,127
Total current liabilities		162,112			170,330
Long-term debt		228,277			231,112
Long-term deferred tax liability		19,291			32,883
Other long-term liabilities		36,661			72,993
Stockholders' equity:
Preferred stock
$.001 par value, 5,000,000 shares
authorized, none outstanding		—			—
Common stock
$.001 par value, 120,000,000 shares authorized,
36,022,426 and 35,511,221 shares outstanding, respectively		36			35
Additional paid-in capital		298,969			292,346
Retained earnings		29,086			42,439
Treasury stock, at cost, 2,254,953 shares in treasury		(28,182	)		(28,182	)
Accumulated other comprehensive loss		(4,440	)		(2,048	)
Total Healthways, Inc. stockholders' equity		295,469			304,590
Non-controlling interest		617			—
Total stockholders' equity		296,086			304,590
Total liabilities and stockholders' equity	$	742,427		$	811,908

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HEALTHWAYS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	Nine Months Ended
	September 30,
	2015			2014
Cash flows from operating activities:
Net loss	$	(11,940	)	$	(8,139	)
Adjustments to reconcile net loss to net cash flows provided by
operating activities:
Depreciation and amortization		37,099			40,250
Amortization of deferred loan costs		1,481			1,390
Amortization of debt discount		5,308			5,018
Share-based employee compensation expense		7,539			5,867
Equity in loss from joint ventures		20,443			—
Deferred income taxes		(8,046	)		(6,464	)
Excess tax benefits from share-based payment arrangements		—			(340	)
Decrease (increase) in accounts receivable, net		1,828			(25,482	)
Decrease in other current assets		558			1,867
Increase (decrease) in accounts payable		1,281			(7,591	)
Decrease in accrued salaries and benefits		(6,518	)		(3,404	)
(Decrease) increase in other current liabilities		(7,216	)		20,561
Other		(2,990	)		8,786
Net cash flows provided by operating activities		38,827			32,319
Cash flows from investing activities:
Acquisition of property and equipment		(26,390	)		(31,927	)
Investment in joint ventures		(6,075	)		(5,425	)
Other		(851	)		(893	)
Net cash flows used in investing activities		(33,316	)		(38,245	)
Cash flows from financing activities:
Proceeds from issuance of long-term debt		461,456			350,750
Payments of long-term debt		(468,334	)		(357,962	)
Deferred loan costs		—			(88	)
Excess tax benefits from share-based payment arrangements		—			340
Exercise of stock options		2,464			1,498
Repurchase of common stock		(1,833	)		—
Proceeds from non-controlling interest		1,615			—
Change in cash overdraft and other		1,005			11,221
Net cash flows (used in) provided by financing activities		(3,627	)		5,759
Effect of exchange rate changes on cash		(1,884	)		(709	)
Net increase (decrease) in cash and cash equivalents		—			(876	)
Cash and cash equivalents, beginning of period		1,765			2,584
Cash and cash equivalents, end of period	$	1,765		$	1,708

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HEALTHWAYS, INC.

RECONCILIATION OF NON-GAAP MEASURES TO GAAP MEASURES

(Unaudited)

Reconciliation of Adjusted Net Income Per Share Attributable to Healthways, Inc. ("Adjusted EPS") to Net Income (Loss) Per Share Attributable to Healthways, Inc., GAAP Basis ("EPS")

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Adjusted EPS (1)	$	0.14		$	0.08		$	0.20		$	0.03
EPS (loss) attributable to non-cash interest charges (2)		(0.03	)		(0.03	)		(0.09	)		(0.09	)
EPS (loss) attributable to restructuring charges (3)		(0.03	)		—			(0.03	)		—
EPS (loss) attributable to impairment charge and loss on remaining investment commitment (4)		(0.33	)		—			(0.33	)		—
EPS (loss) attributable to CEO transition-related expenses (5)		—			—			(0.08	)		—
EPS (loss) attributable to legal settlement charges (6)		—			—			—			(0.17	)
EPS (loss), GAAP basis (7)	$	(0.25	)	$	0.05		$	(0.32	)	$	(0.23	)

(1) Adjusted EPSis a non-GAAP financial measure.  The Company excludes EPS (loss) attributable to non-cash interest charges, restructuring charges, impairment charge and related loss, CEO transition-related expenses, and legal settlement charges from this measure because of its comparability to the Company's historical operating results.  The Company believes it is useful to investors to provide disclosures of its operating results and guidance on the same basis as that used by management.  You should not consider Adjusted EPS in isolation or as a substitute for EPS (loss) attributable to Healthways, Inc. determined in accordance with accounting principles generally accepted in the United States.

(2) EPS (loss)attributable to non-cash interest charges consists of pre-tax charges of $1,814,000 and $1,714,000 for the three months ended September 30, 2015 and 2014, respectively, and $5,308,000 and $5,017,000 for the nine months ended September 30, 2015 and 2014, respectively,  associated with amortization of a debt discount. The tax rate applied to these non-cash interest charges was 39.55%, which represented the combined estimated U.S. federal and state statutory tax rate.

(3) EPS (loss)attributable to restructuring charges consists of pre-tax charges of $1,752,000for the three and nine months ended September 30, 2015 associated with a Company reorganization and rationalization plan.  The tax rate applied to these restructuring chargeswas 39.55%, which represented the combined estimated U.S. federal and state statutory tax rate.

(4) EPS (loss)attributable to impairment charge and loss on remaining investment commitment consists of pre-tax charges of $19,550,000 for an impairment of an investment in a joint venture with Gallup and a loss on the remaining investment commitment.  The tax rate applied to these losseswas 39.55%, which represented the combined estimated U.S. federal and state statutory tax rate.

(5) EPS (loss)attributable to CEO transition-related expenses consists of pre-tax charges of $4,467,000 for the three and nine months ended September 30, 2015 associated with the termination in May 2015 of our former President and Chief Executive Officer.  The tax rate applied to these CEO transition-related expenses was 39.55%, which represented the combined estimated U.S. federal and state statutory tax rate.

(6) EPS (loss)attributable to legal settlement charges consists of pre-tax charges of $9,363,000 for the nine months ended September 30, 2014 related to the Company's settlement of a contractual dispute recorded in the first quarter of 2014. These charges were recorded at a tax rate of 35.52%, which represented the estimated annualized effective tax rate for domestic operations at the time the charge was recorded.

(7) Figures may not add due to rounding.

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