RESTRUCTURING EXPENSE

In the fourth quarter of 2010, the Company commenced a strategic assessment of its business and operations ("Restructuring Phase I"). This assessment focused on expanding revenue opportunities and lowering corporate overhead, including workforce and benefit reductions and facility rationalization. In addition to addressing corporate overhead, the strategic assessment examined the Company's market strengths and opportunities and compared the Company's position to that of its competitors. As a result of the assessment, the Company focused its growth on investments in the Infusion and Home Health Services segments and elected to pursue offers for its traditional and specialty pharmacy mail operations and community retail pharmacy stores. Accordingly, the Company consummated the Pharmacy Services Asset Sale relating to its traditional and specialty pharmacy mail operations and community retail pharmacy stores.

During the three months ended June 30, 2012, as a result of the divestiture process, the Company's management team commenced an assessment of the Company's continuing operations in order to align its corporate structure with its remaining operations ("Restructuring Phase II"). As part of these efforts, the Company may incur significant charges such as the write down of certain long−lived assets, employee severance, other restructuring type charges, temporary redundant expenses, potential cash bonus payments and potential accelerated payments or termination costs for certain of its contractual obligations, which may impact the Company's future Consolidated Financial Statements.

Restructuring Phase I

As a result of Restructuring Phase I, the Company incurred restructuring expenses of approximately $3.5 million during the three months ended June 30, 2011, and $0.3 million and $4.8 million during the six months ended June 30, 2012 and 2011, respectively. The Company did not incur restructuring expense related to Phase I during the three months ended June 30, 2012. Restructuring expenses during the three months ended June 30, 2011 consisted of approximately $1.7 million of third-party consulting costs, $1.2 million of employee severance and other benefit-related costs related to workforce reductions and $0.6 million of other costs, such as lease termination costs. Restructuring expenses during the six months ended June 30, 2012 consisted of approximately $0.3 million of third-party consulting costs. Restructuring expenses during the six months ended June 30, 2011 consisted of approximately $2.7 million of third-party consulting costs, $1.5 million of employee severance and other benefit-related costs related to workforce reductions and $0.6 million of other costs.

Since inception of the strategic assessment and related restructuring plan, the Company has incurred approximately $10.2 million in total expenses, consisting of $4.4 million of third-party consulting costs, $4.2 million of employee severance and other benefit-related costs related to workforce reductions and $1.6 million of facility-related costs.

The restructuring costs are included in restructuring expense on the Unaudited Consolidated Statements of Operations and, along with other temporary redundant expenses and termination costs, as part of the calculation of Segment Adjusted EBITDA, as defined in Note 9. As of June 30, 2012, there are restructuring accruals of $2.3 million related to Phase I included in accrued expenses and other current liabilities and other non-current liabilities on the Unaudited Consolidated Balance Sheets. The restructuring accrual activity consisted of the following (in thousands):



	Employee Severance and Other Benefits			Consulting Costs			Facility-Related Costs			Other Costs		Total
Liability balance as of December 31, 2011	$	2,109		$	50		$	1,289		$	—	$	3,448
Expenses	—			300			—			—		300
Cash payments	(1,234		)	(40		)	(223		)	—		(1,497		)
Liability balance as of June 30, 2012	$	875		$	310		$	1,066		$	—	$	2,251

Restructuring Phase II

As a result of Restructuring Phase II, the Company incurred restructuring expenses of approximately $0.2 million during the three and six months ended June 30, 2012. The Company did not incur restructuring expense related to Phase II during 2011. Restructuring expenses during the three and six months ended June 30, 2012 consisted of approximately $0.2 million of employee severance and other benefit-related costs related to workforce reductions.

Since inception of the strategic assessment and related restructuring plan, the Company has incurred approximately $0.2 million in total expenses, consisting of $0.2 million of employee severance and other benefit-related costs related to workforce reductions.

The restructuring costs are included in restructuring expense on the Unaudited Consolidated Statements of Operations and, along with other temporary redundant expenses and termination costs, as part of the calculation of Segment Adjusted EBITDA, as defined in Note 9. As of June 30, 2012, there are restructuring accruals of $0.2 million related to Phase II included in accrued expenses and other current liabilities and other non-current liabilities on the Unaudited Consolidated Balance Sheets. The restructuring accrual activity consisted of the following (in thousands):



	Employee Severance and Other Benefits			Consulting Costs		Facility-Related Costs		Other Costs		Total
Liability balance as of December 31, 2011	$	—		$	—	$	—	$	—	$	—
Expenses	202			—		—		—		202
Cash payments	(7		)	—		—		—		(7		)
Liability balance as of June 30, 2012	$	195		$	—	$	—	$	—	$	195