Page 6 of 9 SEC Filing Mr. Crawford used a total of approximately $3
million in the aggregate to acquire the 82,251 Shares reported herein as beneficially owned by him. The Shares reported herein
as beneficially held by Mr. Crawford were purchased solely with the personal funds of Mr. Crawford and none of the funds used to
purchase the Shares reported herein as beneficially owned by him were provided through borrowings of any nature.
Ms. Schlichting used a total of approximately
$400 thousand in the aggregate to acquire the 12,125 Shares reported herein as beneficially owned by her. The Shares reported herein
as beneficially held by Ms. Schlichting were purchased solely with the personal funds of Ms. Schlichting and none of the funds
used to purchase the Shares reported herein as beneficially owned by her were provided through borrowings of any nature.
Item 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired the Shares because they believe the Shares are undervalued and represent an
attractive investment opportunity. JANA believes that the Issuer has made missteps in critical areas including capital allocation,
strategy and governance, and that the Issuer’s board of directors would benefit from the addition of new directors with the
necessary expertise, experience and focus on shareholder value to help evaluate opportunities for future shareholder value creation.
Therefore, on February 19, 2016, JANA submitted to the Issuer a notice of its intention to nominate Mr. Crawford, Ms. Schlichting
and Scott Ostfeld (collectively, the “Potential Nominees”) for election to the Issuer’s board of directors
at the 2016 annual meeting of stockholders of the Issuer (the “Annual Meeting”). Mr. Crawford previously served
as the Chairman of CVS Caremark Corporation, a leading provider of pharmacy benefits management services. Ms. Schlichting is the
President and CEO of Henry Ford Health Systems, one of the nation’s leading health care providers. Mr. Ostfeld is a Partner
at JANA and a Co-Portfolio Manager for JANA’s active equity ownership strategy. JANA met with members of the Issuer’s
management team on February 24, 2016 to discuss the matters described herein.
The Reporting Persons may also take other steps
to increase shareholder value as well as pursue other plans or proposals that relate to or would result in any of the matters set
forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D, excluding (i) acquiring a control stake in the Issuer’s Shares,
or grouping with any other party or parties to do so, (ii) engaging in an extraordinary transaction, such as a merger, with the
Issuer, or acquiring a material amount of the Issuer’s assets, or grouping with any other party or parties to do either,
or (iii) seeking to exert negative control over the important corporate actions of the Issuer, or grouping with any other party
or parties to do so, although the Reporting Persons may seek to influence such actions through customary means including presenting
its views for consideration to the Issuer, shareholders and other interested parties, privately or publicly, and, if necessary,
through the exercise of its shareholder rights including the right to propose new directors for the Issuer’s board of directors.
Depending on various factors including, without
limitation, the Issuer’s financial position and strategic direction, the outcome of the discussions and actions referenced
above, actions taken by the Issuer’s board of directors, price levels of the Shares, other investment opportunities available
to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons
may in the future take such actions with respect to their investment position in the Issuer as they deem appropriate including,
without limitation, purchasing additional Shares or selling some or all of their Shares, and/or engaging in short selling of or
hedging or similar transactions with respect to the Shares.
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Mr. Crawford used a total of approximately $3
million in the aggregate to acquire the 82,251 Shares reported herein as beneficially owned by him. The Shares reported herein
as beneficially held by Mr. Crawford were purchased solely with the personal funds of Mr. Crawford and none of the funds used to
purchase the Shares reported herein as beneficially owned by him were provided through borrowings of any nature.
Ms. Schlichting used a total of approximately
$400 thousand in the aggregate to acquire the 12,125 Shares reported herein as beneficially owned by her. The Shares reported herein
as beneficially held by Ms. Schlichting were purchased solely with the personal funds of Ms. Schlichting and none of the funds
used to purchase the Shares reported herein as beneficially owned by her were provided through borrowings of any nature.
| Item 4. | PURPOSE OF TRANSACTION. |
The Reporting Persons acquired the Shares because they believe the Shares are undervalued and represent an
attractive investment opportunity. JANA believes that the Issuer has made missteps in critical areas including capital allocation,
strategy and governance, and that the Issuer’s board of directors would benefit from the addition of new directors with the
necessary expertise, experience and focus on shareholder value to help evaluate opportunities for future shareholder value creation.
Therefore, on February 19, 2016, JANA submitted to the Issuer a notice of its intention to nominate Mr. Crawford, Ms. Schlichting
and Scott Ostfeld (collectively, the “Potential Nominees”) for election to the Issuer’s board of directors
at the 2016 annual meeting of stockholders of the Issuer (the “Annual Meeting”). Mr. Crawford previously served
as the Chairman of CVS Caremark Corporation, a leading provider of pharmacy benefits management services. Ms. Schlichting is the
President and CEO of Henry Ford Health Systems, one of the nation’s leading health care providers. Mr. Ostfeld is a Partner
at JANA and a Co-Portfolio Manager for JANA’s active equity ownership strategy. JANA met with members of the Issuer’s
management team on February 24, 2016 to discuss the matters described herein.
The Reporting Persons may also take other steps
to increase shareholder value as well as pursue other plans or proposals that relate to or would result in any of the matters set
forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D, excluding (i) acquiring a control stake in the Issuer’s Shares,
or grouping with any other party or parties to do so, (ii) engaging in an extraordinary transaction, such as a merger, with the
Issuer, or acquiring a material amount of the Issuer’s assets, or grouping with any other party or parties to do either,
or (iii) seeking to exert negative control over the important corporate actions of the Issuer, or grouping with any other party
or parties to do so, although the Reporting Persons may seek to influence such actions through customary means including presenting
its views for consideration to the Issuer, shareholders and other interested parties, privately or publicly, and, if necessary,
through the exercise of its shareholder rights including the right to propose new directors for the Issuer’s board of directors.
Depending on various factors including, without
limitation, the Issuer’s financial position and strategic direction, the outcome of the discussions and actions referenced
above, actions taken by the Issuer’s board of directors, price levels of the Shares, other investment opportunities available
to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons
may in the future take such actions with respect to their investment position in the Issuer as they deem appropriate including,
without limitation, purchasing additional Shares or selling some or all of their Shares, and/or engaging in short selling of or
hedging or similar transactions with respect to the Shares.
