10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-K

ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013

OR

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________.

Commission File No. 1-8269

OMNICARE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	31-1001351
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

OMNICARE, INC.

900 OMNICARE CENTER

201 E. FOURTH STREET

CINCINNATI, OHIO 45202

(Address of Principal Executive Offices)

513-719-2600

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on which Registered
Common Stock ($1.00 Par Value)	New York Stock Exchange
4.00% Trust Preferred Income Equity Redeemable	New York Stock Exchange
Securities issued by Omnicare Capital Trust I and
guaranteed by Omnicare, Inc.
Series B 4.00% Trust Preferred Income Equity	New York Stock Exchange
Redeemable Securities issued by Omnicare Capital
Trust II and guaranteed by Omnicare, Inc.

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Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ý          No  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ¨ No  ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  ýNo  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  ýNo  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  ýNo  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer	ý	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes  ¨No  ý

Aggregate market value of the registrant’s voting stock held by non-affiliates, based upon the closing price of said stock on the New York Stock Exchange Composite Transaction Listing on the last business day of the registrant’s most recently completed second fiscal quarter (i.e., June 30, 2013) ($47.71 per share): $4,900,156,266

As of January 31, 2014, the registrant had 99,783,508 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Omnicare, Inc.’s (“Omnicare”, the “Company” or the “Registrant”) definitive Proxy Statement for its 2014 Annual Meeting of Stockholders, to be held May 22, 2014, are incorporated by reference into Part III of this report.  Definitive copies of Omnicare’s 2014 Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the end of the Company’s fiscal year.

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OMNICARE, INC.

2013 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

PART I
		PAGE
Item 1.	Business	4
Item 1A.	Risk Factors	12
Item 1B.	Unresolved Staff Comments	16
Item 2.	Properties	17
Item 3.	Legal Proceedings	17
Item 4.	Mine Safety Disclosures	17
PART II
Item 5.	Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	17
Item 6.	Selected Financial Data	19
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	20
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	35
Item 8.	Financial Statements and Supplementary Data	35
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	89
Item 9A.	Controls and Procedures	89
Item 9B.	Other Information	90
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	90
Item 11.	Executive Compensation	90
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	90
Item 13.	Certain Relationships and Related Transactions, and Director Independence	91
Item 14.	Principal Accountant Fees and Services	91
PART IV
Item 15.	Exhibits and Financial Statement Schedules	91

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As used in this document, unless otherwise specified or the context otherwise requires, the terms “Omnicare,” “Company,” “its,” “we,” “our” and “us” refer to Omnicare, Inc. and its consolidated subsidiaries.

PART I

ITEM 1. – BUSINESS

Background

Omnicare, Inc. ("Omnicare" or the "Company"), a corporation formed in 1981, is a leading healthcare services company that specializes in the management of complex pharmaceutical care. The Company operates two primary businesses through two operating segments, Long-Term Care Group ("LTC") and Specialty Care Group ("SCG"), each serving a different customer population but sharing a common objective: advancing health outcomes at the lowest possible cost. Through LTC, Omnicare is the nation's largest provider of pharmaceuticals and related pharmacy and ancillary services to long-term care facilities as well as chronic care facilities and other settings. SCG provides specialty pharmacy and commercialization services for the biopharmaceutical industry. Omnicare leverages its specialized clinical capabilities and innovative technology solutions across both primary businesses as key components of the value management believes Omnicare provides to its customers. Omnicare services customers across the United States. Information regarding the Company's reportable segments is presented at the “Segment Information” note of the Notes to our 2013 Consolidated Financial Statements, included at Part II, Item 8, (the "Notes to the Consolidated Financial Statements") of this Annual Report on Form 10-K ("Annual Report").

In 2013, the Company's end-of-life hospice pharmacy business ("Hospice") as well as certain retail operations ("Retail") qualified for discontinued operations treatment. The results from operations for all periods presented have been revised to reflect the results of these businesses as discontinued operations, including related expenses.

Long-Term Care Group

Omnicare operates the largest institutional pharmacy business in the United States as measured in both revenues and the number of beds served. Due to the size and scope of LTC, we believe we have unique cost advantages, especially pertaining to the sourcing of pharmaceuticals. The scale of our operations has also provided us the opportunity to make investments in proprietary automation technology to reduce our dispensing costs while improving the accuracy and consistency of our service delivery. LTC's customers consist of skilled nursing facilities (“SNFs”), assisted living facilities (“ALFs”), independent living communities, hospitals, correctional facilities, and other healthcare service providers. In light of a customer mix that is heavily penetrated in the senior market, we have a high level of insight into geriatric pharmaceutical care. At December 31, 2013, LTC provided our pharmacy services in the United States (“U.S.”) in 47 states and the District of Columbia. LTC comprised approximately 77% of the Company’s total net sales during the year ended December 31, 2013, and dispensed approximately 112.5 million prescriptions.

In addition to pharmaceutical distribution, we believe we provide value to our customers through our extensive clinical services, our customer-facing technology offerings and the speed at which we transition residents of our customers' facilities to lower-cost generic pharmaceuticals. With respect to our clinical services, we provide pharmacy consulting, including monthly patient drug therapy evaluations, assist in compliance with state and federal regulations and provide proprietary clinical and health management programs (utilizing outcomes-based algorithm technology).  LTC also provides a suite of technology solutions based largely on our Omniview® web-based platform that is intended to improve the efficiency of our customers' operations through such tools as the electronic ordering of prescription refills, proof-of-delivery tracking, and real-time validation of Medicare Part D coverage, among others. LTC also provides a number of other products and services, including intravenous medications and nutrition products (infusion therapy products and services), respiratory therapy services, and clinical care planning.  We also provide pharmaceutical case management services for retirees, employees and dependents who have drug benefits under corporate-sponsored healthcare programs.    

Operating Model

We purchase, repackage and dispense prescription and non-prescription medication in accordance with physician orders and deliver such prescriptions to long-term care facilities for administration to individual residents (by the facilities’ nursing staff for SNFs).  We service long-term care facilities typically within a radius of approximately 150 miles of our pharmacy locations and maintain a 24-hour, seven-day per week, on-call pharmacist service for emergency dispensing and delivery, and for consultation with the facility's staff or attending physician. Our pharmacy infrastructure is primarily based on a "hub-and-spoke" network composed of 116 spoke pharmacies intended to primarily handle new prescription orders and 32 hub pharmacies that use proprietary automation to support spoke pharmacies with refill prescriptions (in addition to filling new prescription orders in their respective

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local markets). The use of automation within our pharmacies leverages our size and, we believe, distinguishes us from our competitors, by reducing our dispensing costs while improving our dispensing accuracy.

Upon receipt of a prescription order, the relevant resident information is entered into our computerized dispensing and billing systems.  At that time, the dispensing system checks the prescription for any potentially adverse drug interactions, duplicative therapy or resident sensitivity.  When required and/or specifically requested by the physician or patient, branded drugs are dispensed, and generic drugs are substituted in accordance with applicable state and federal laws as requested by the physician or patient.  Subject to physician approval and oversight, and in accordance with our pharmaceutical care guidelines, we also provide for patient-specific therapeutic interchange of more efficacious and/or safer drugs than those presently being prescribed.  See "TheOmnicare Geriatric Pharmaceutical Care Guidelines®" below for further discussion.

We utilize a unit-of-use drug distribution system.  This means that our prescriptions are packaged for dispensing in individual doses.  This differs from prescriptions filled by retail pharmacies, which typically are dispensed in vials or other bulk packaging requiring measurement of each dose by or for the patient.  Our delivery system is intended to improve control over pharmaceutical distribution and patient compliance with drug therapy by increasing the accuracy and timeliness of drug administration.

In conjunction with our drug distribution system, our computerized record keeping/documentation system is designed to result in greater efficiency in nursing time, improved control and reduced waste in client facilities, and lower error rates in both dispensing and administration.  We believe we distinguish ourselves from many of our competitors by also providing proprietary clinical programs.  For example, we have developed a ranking of drugs based on their relative clinical effectiveness for the elderly and by cost to the payor.  We use these rankings, which we call the Omnicare Geriatric Pharmaceutical Care Guidelines®, or Omnicare Guidelines, to more effectively manage patient care and costs.  In addition, we provide health and outcomes management programs for the large base of elderly residents of the long-term facilities we serve.

The Omnicare Geriatric Pharmaceutical Care Guidelines®

Supplementing the various clinical services Omnicare provides, we offer client facilities and their attending physicians a guide to pharmaceutical treatment of the elderly called the Omnicare Geriatric Pharmaceutical Care Guidelines® (“Omnicare Guidelines”).  We believe the Omnicare Guidelines is the first drug formulary ranking drugs by disease state according to their clinical effectiveness independent of their cost, specifically designed for the elderly.  The Omnicare Guidelines ranks drugs used for specific diseases as preferred, acceptable or unacceptable based solely on their disease-specific clinical effectiveness.  The Omnicare Guidelines takes into account such factors as pharmacology, safety and toxicity, efficacy, drug administration, quality of life and other considerations specific to the frail elderly population.  The clinical evaluations and rankings are developed exclusively for us by the University of the Sciences in Philadelphia, an academic institution recognized for its expertise in geriatric long-term care.  The Omnicare Guidelines is extensively reviewed and updated at least annually by the University of Sciences in Philadelphia, taking into account, among other factors, the latest advances as documented in the medical literature.  In addition, the Omnicare Guidelines provides relative cost information comparing the prices of the drugs to patients, their insurers or other payors of the pharmacy bill.

As the Omnicare Guidelines focuses on health benefits, rather than solely on cost, we believe that use of the Omnicare Guidelines assists physicians in making the best clinical choices of drug therapy for the patient in a manner that is cost efficient for the payor of the pharmacy bill.  Accordingly, we believe that the development of and compliance with the Omnicare Guidelines is important in lowering costs for Omnicare’s payors. The Omnicare Guidelines is also integrated into our primary customer-facing technology platform, Omniview®.

Omniview®

The primary component of our customer-facing technology suite, Omniview®, provides our long term care facility customers with an innovative technological platform to improve efficiencies within their operations. Our broad-range of advanced technologies allow web-based access to electronic medical records, automated pharmacy billing, on-line medication refills and returns processing, census tracking, pre-admission medication assessment and access to the Omnicare Guidelines. Our MyOmniview web-portal is designed to address patients' and family member needs by allowing access to the patients' health records, billing information and pharmaceutical information. We also offer OmniviewDr as the physician-facing part of Omniview's technology portal, providing prescribers the ability to view patient health records, approve prescription refill requests, and view a comprehensive document library, among other time-saving and patient care-enhancing features.

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Specialty Care Group

SCG touches a broad spectrum of the healthcare continuum, serving the needs of biopharmaceutical manufacturers, physicians, nurses, caregivers and patients. Our SCG services are largely centered on the specialty pharmaceutical market and revolve around four platforms: brand support services, supply chain solutions, patient support services and specialty pharmacy. By integrating these services across SCG's platforms, we are able to provide our manufacturer clients one end-to-end solution for all of their needs. Our brand support services, supply chain solutions and patient support services are integrated, fee-for-service platforms which focus on helping the drug manufacturer to market, distribute and obtain reimbursement for their products. In our specialty pharmacy platform, we provide dispensing of specialized pharmaceuticals that are high cost, have complex reimbursement and supply chain challenges, have limited patient populations and are not available through normal retail channels. These specialized drugs deal primarily with specific categories of drugs and disease states, such as rheumatoid arthritis, multiple sclerosis, oncology and growth hormones. SCG accounted for approximately 23% of the Company’s total net sales during the year ended December 31, 2013.

Product and Market Development

Our LTC and SCG businesses engage in a continuing program for the development of new services and for marketing these services.  While new service and new market development are important factors for the growth of these businesses, we do not expect that any new service or marketing efforts, including those in the developmental stage, will require the investment of a significant portion of our assets.

Materials/Supply

We leverage our purchasing scale and direct sourcing infrastructure to source most of our generic pharmaceuticals directly from manufacturers; we believe that this creates a cost advantage over others within the industry. We also purchase some generic and branded pharmaceuticals through wholesale distributors with whom we have a prime vendor agreement at discounted prices based upon contracts negotiated by us directly with pharmaceutical manufacturers; and in some cases, based upon prices accessed through group purchasing organization contracts. We have not experienced any significant difficulty in obtaining pharmaceuticals or other products and supplies used in the conduct of our business.

Patents, Trademarks, and Licenses

Our business operations are not dependent upon any material patents, trademarks or licenses (see further discussion of licenses in the “Government Regulation” caption below).

Seasonality

Except for the periodic impacts of the flu season and/or number of billing days during any particular quarter, our business operations are generally not impacted significantly by seasonality.

Inventories

We seek to maintain adequate on-site inventories of pharmaceuticals and supplies to ensure prompt delivery service to our customers.  Our primary wholesale distributor also maintains local warehousing in most major geographic markets in which we operate.

Customers

At December 31, 2013, LTC primarily serves long-term care institutions and other chronic care settings in 47 states in the U.S. and the District of Columbia.

SCG operates throughout the U.S., and serves a broad range of clients, including many of the major multi-national biopharmaceutical companies.

No single customer comprised more than 10% of consolidated revenues in 2013, 2012 or 2011.

Financial information with respect to our segments and geographic locations is presented at the “Segment Information” note of the Notes to Consolidated Financial Statements.

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Backlog

Backlog is not a relevant factor in our business as products and services are sold promptly on an as-ordered basis.

Government Regulation

Our pharmacies and the long-term care institutions we serve are subject to extensive federal, state and local regulation.  These regulations cover required qualifications, day-to-day operations, reimbursement and the documentation of activities.  We continuously monitor the effects of regulatory activity on our operations.

Licensure, Certification and Regulation. States generally require that companies operating a pharmacy within the state be licensed by the state board of pharmacy.  At December 31, 2013, we had pharmacy licenses, or pending applications, for each pharmacy we operate.  In addition, many states regulate out-of-state pharmacies as a condition of the delivery of prescription products to patients in their states.  Our pharmacies hold the requisite licenses applicable in these states.  In addition, our pharmacies are registered with the appropriate state and federal authorities pursuant to statutes governing the regulation of controlled substances.

Federal and State Laws Affecting the Repackaging, Labeling and Interstate Shipping of Drugs. Federal and state laws impose certain registration, repackaging and labeling requirements on entities that repackage drugs for distribution, other than pharmacies that repackage in the regular practice of dispensing or selling drugs directly to patients.  A drug repackager must register with the U.S. Food & Drug Administration ("FDA") as a repackager, and with the relevant states as a drug wholesaler and/or repackager.  A drug repackager is subject to FDA inspection for compliance with relevant Current Good Manufacturing Practices ("cGMPs").  We hold all required registrations and licenses, and we believe our ongoing repackaging operations are in substantial compliance with applicable federal cGMP requirements and state wholesaler requirements.  In addition, we believe we comply with applicable laws regarding the transfer and shipment of pharmaceuticals. In November 2013, Congress passed and the President signed into law the Drug Quality and Security Act ("DQSA"), which sets new requirements for the licensing and operation of prescription drug wholesale distributors and third party logistics providers, including the creation of such licenses in cases where states do not license such entities. The FDA has two years to finalize the relevant regulations pursuant to DQSA. Certain of our distribution operations are currently licensed under state third party logistics laws and we anticipate that we will be required to and will obtain a third party logistics license under DQSA for these operations after the regulations are finalized. Supply chain laws and regulations such as the DQSA could increase the overall regulatory burden and costs associated with our distribution business.

Drug Pedigree Regulations.  Federal and state laws impose "drug pedigree" regulations on wholesale distributors.  These regulations generally require the wholesale drug distributor to maintain, and provide to pharmacies, a history of the transactions in the chain of distribution of a given drug lot from the manufacturer to the pharmacy.  Some states have adopted or are considering adopting electronic pedigree tracking laws. In addition, the DQSA establishes federal pedigree tracking standards requiring drugs to be labeled and tracked at the lot level, preempts state drug pedigree requirements, and requires supply-chain stakeholders to participate in an electronic, interoperable prescription drug track and trace system. Supply chain laws and regulations such as these could increase the overall regulatory burden and costs associated with our distribution business.  We believe we are in compliance with federal and state regulations currently in effect.  These regulations, however, may be interpreted in the future in a manner inconsistent with our interpretation and application which could adversely affect our results of operations, cash flows and financial condition.

Medicare and Medicaid. Our business has long operated under regulatory and cost containment pressures from federal and state laws primarily affecting Medicare and Medicaid.  We have historically received reimbursement from Medicare (primarily under the Part A and Part D programs and to a lesser extent the Part B program) and Medicaid programs, directly from individual residents or their responsible parties (private pay), long-term care facilities and from other payors such as third-party insurers.

Our payor mix (as a percentage of annual sales) for the last three years ended December 31 is presented at the “Description of Business and Summary of Significant Accounting Policies” note of the Notes to Consolidated Financial Statements.

For those patients who are not covered by government-sponsored programs or private insurance, we generally directly bill the patient or the patient's responsible party on a monthly basis.  Depending upon local market practices, we may alternatively bill private patients through the nursing facility.  Pricing for private pay patients is based on prevailing regional market rates or "usual and customary" charges.

The Medicaid program is a cooperative federal-state program designed to enable states to provide medical assistance to aged, blind or disabled individuals or members of families with dependent children whose income and resources are insufficient to meet the costs of necessary medical services.  Our pharmacies participate in state Medicaid programs.

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Federal law and regulations contain a variety of requirements relating to the furnishing of prescription drugs under Medicaid.  First, states are given authority, subject to certain standards, to limit or specify conditions for the coverage of particular drugs.  Second, federal Medicaid law establishes standards affecting pharmacy practice.  These standards include general requirements relating to patient counseling and drug utilization review and more specific standards for SNFs and nursing facilities (“NFs”) relating to drug regimen reviews for Medicaid patients in such facilities.  Third, federal regulations impose certain requirements relating to reimbursement for prescription drugs furnished to Medicaid patients.  Among other things, regulations establish "upper limits" on payment levels; the calculation of these so-called upper limits have been subject to revision by Congress in recent years (see below).  In addition to requirements imposed by federal law, states have substantial discretion to determine administrative, coverage, eligibility and payment policies under their state Medicaid programs that may affect our operations.

The Medicare program is a federally funded and administered health insurance program for individuals age 65 and over, or who are disabled.  While pharmacies are not subject to Medicare certification requirements, providers such as SNFs are subject to specified standards.  Failure to comply with these requirements and standards may adversely affect an entity's ability to participate in the Medicare program and receive reimbursement for services provided to Medicare beneficiaries.

Medicare and Medicaid providers and suppliers are subject to inquiries or audits to evaluate their compliance with requirements and standards set forth under these government-sponsored programs.  These audits and inquiries, as well as our own internal compliance program, from time-to-time have identified overpayments and other billing errors resulting in repayment or self-reporting to the applicable agency.  We believe that our billing practices materially comply with applicable state and federal requirements.  However, the requirements may be interpreted in the future in a manner inconsistent with our interpretation and application.

The Medicare and Medicaid programs are subject to statutory and regulatory changes, retroactive and prospective rate adjustments (including freezes and funding reductions), administrative rulings and executive orders, all of which may adversely affect our business.  Payments for pharmaceutical supplies and services under the Medicare and Medicaid programs may not continue to be based on current methodologies or remain comparable to present levels.  In this regard, we may be subject to payment reductions as a result of federal budgetary or other legislation related to the Medicare and Medicaid programs.  In addition, numerous state governments are experiencing budgetary pressures that may result in Medicaid payment reductions and/or delays in payment to us or our customer nursing facilities.

In addition, if we or our client facilities fail to comply with applicable reimbursement regulations, even if inadvertently, our business could be adversely impacted.  Additionally, changes in reimbursement programs or applicable regulations, such as reductions in the allowable reimbursement levels, modifications in the timing or processing of payments and other changes intended to limit or decrease the growth of Medicaid and Medicare expenditures, could adversely affect our business.

Referral Restrictions. We have to comply with federal and state laws governing financial and other arrangements between healthcare providers.  These laws include the federal anti-kickback statute, which prohibits, among other things, knowingly and willfully soliciting, receiving, offering or paying any remuneration directly or indirectly in return for or to induce the referral of an individual to a person for the furnishing of any item or service for which payment may be made in whole or in part under federal healthcare programs.  We are also subject to the federal physician self-referral statute, which prohibits physicians from referring Medicare and Medicaid patients for certain “designated health services,” including outpatient prescription drugs, durable medical equipment, and enteral supplies and equipment to an entity if the referring physician (or a member of the physician’s immediate family) has a “financial relationship,” through ownership or compensation, with the entity.  Many states have enacted similar statutes which are not necessarily limited to items and services for which payment is made by federal healthcare programs.  Violations of these laws may result in fines, imprisonment, denial of payment for services, and exclusion from the federal programs and/or other state-funded programs.

Under the qui tam or “whistleblower” provisions of the federal and various state false claims acts, private citizens may bring lawsuits alleging that a violation of the federal anti-kickback statute or similar laws has resulted in the submission of “false” claims to federal and/or state healthcare programs, including Medicare and Medicaid.  Since the private plaintiff is generally entitled to share in any damages a court orders the defendant to pay to federal and state governments under these laws, certain financial incentives exist for individuals to allege that particular practices or activities constitute a violation of these statutes.  A determination that we have violated these laws, or the initiation of a lawsuit alleging a violation of these laws, could adversely affect our business and financial condition.

Other provisions in the Social Security Act and in other federal and state laws authorize the imposition of penalties, including criminal and civil fines and exclusions from participation in Medicare, Medicaid and other federal healthcare programs for false claims, improper billing and other offenses.

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We believe our contract arrangements with other healthcare providers, our pharmaceutical suppliers and our pharmacy practices are in compliance with applicable federal and state laws.  These laws may, however, be interpreted in the future in a manner inconsistent with our interpretation and application.

Healthcare Reform and Federal Budget Legislation.   As part of ongoing operations, Omnicare and our customers are subject to legislative and regulatory changes impacting operations and the level of reimbursement received from the Medicare and Medicaid programs. For example, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (collectively, the “ACA”), changed the requirements for Centers for Medicare & Medicare Services' ("CMS") calculation of maximum prescription drug reimbursement amounts under state Medicaid programs, as discussed below.

On March 1, 2013, President Obama issued a sequestration order that mandates spending reductions impacting most federal programs, as required under the terms of the Budget Control Act of 2011, as amended by the American Taxpayer Relief Act of 2012. The sequestration order requires a 2% cut to Medicare payments to providers and health plans. Sequestration generally applies to Medicare fee-for-service claims with dates-of-service or dates-of-discharge on or after April 1, 2013, and payments made to Medicare Advantage organizations and Medicare Part D sponsors beginning April 1, 2013. Under current law, as amended by the Bipartisan Budget Act of 2013, Medicare sequestration is scheduled to last through fiscal year 2023, although legislation could be enacted at any time to end or modify the terms of sequestration. We believe that this reduction in CMS payments to Medicare Part D plan sponsors generally does not directly affect the amounts that we are paid under our existing agreements with Medicare Part D plan sponsors. However, it is possible that the sequestration reductions could lead Medicare Part D plan sponsors to seek lower rates through renegotiation. There can be no assurances that sequestration or other future policies impacting federal spending on Medicare will not adversely affect our business.

Beginning January 1, 2013, institutional pharmacies were required to dispense branded oral-solid drugs to SNF residents that are covered under Medicare Part D in 14-day increments. As a result of this new requirement, we dispensed approximately 2.7 million additional scripts in 2013. Although we received additional dispensing fees for this increased activity, we also incurred greater costs, which generally offset the impact of the additional fees.

Effective for federal fiscal year 2014, which began October 1, 2013, CMS has increased reimbursement rates paid to SNFs for services provided under Medicare Part A by 1.3% compared to fiscal year 2013 levels. There can be no assurances, however, that Medicare reimbursement rates in future years will not be reduced.

Pursuant to the ACA, certain federal upper limit (“FUL”) prices for certain generic and multisource branded drugs under Medicaid which had generally been calculated using wholesale acquisition cost (“WAC”) will instead be calculated using average manufacturer price (“AMP”), which is a price reported by manufacturers to CMS. The ACA also changed certain definitions relating to AMP and other requirements for calculation of AMP and FULs. CMS has released, for review and comment only, draft FULs and related data, as well as its draft methodology for calculating such FULs. The Company has provided comments to CMS on various aspects of these draft FULs and methodology, including the Company's assessment that the draft weighted AMPs do not reflect the market prices at which these drugs can be acquired in the marketplace. The FUL methodology has not been finalized to date, although CMS has announced its intention to finalize the FULs for multiple source drugs in July 2014. CMS has also released proposed regulations relating to the calculation of AMP and FUL pursuant to the ACA changes, and in the same release has proposed that Medicaid reimbursement of drugs to which FUL do not apply be based upon an “actual acquisition cost” measure, with new requirements for Medicaid dispensing fees. We have submitted comments on these proposals.

Health Information Privacy, Security and Transaction Practices.  This information set forth under the caption “Federal and state laws that protect patient health and other personal information may increase our costs and limit our ability to collect and use that information” in Item 1A, of this Annual Report is incorporated by reference herein.

Compliance Program.  The Department of Health and Human Services Office of Inspector General (“OIG”) has issued guidance to the healthcare industry to help providers design effective voluntary compliance programs to prevent fraud, waste and abuse in healthcare programs, including Medicare and Medicaid.  In addition, we are subject in the ordinary course of business to audits, inspections and investigatory reviews by federal and state authorities covering various aspects of its business. In 2009, we entered into an amended and restated corporate integrity agreement with the OIG which succeeds our prior corporate integrity agreement with the OIG entered into in 2006 and which requires, among other things, that we maintain and augment our compliance program in accordance with the terms of the agreement.

Although we believe that we are in compliance in all material respects with federal, state and local laws, failure to comply could subject us to denial of the right to conduct business, fines, criminal penalties and other enforcement actions.

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See “Risk Factors”, “Legal Proceedings” and the “Commitments and Contingencies” note to our Consolidated Financial Statements at Items 1A, 3 and 8, respectively, of this Annual Report for further discussion of the impact of government regulation on our business.

Competition

LTC is highly regional or local in nature and, within a given geographic area of operations, highly competitive.  We are the nation's largest provider of pharmaceuticals and related pharmacy services to long-term care institutions.  Our largest competitor nationally is PharMerica Corporation.  We also compete with numerous local and regional institutional pharmacies, pharmacies owned by long-term care facilities and local retail pharmacies.  We compete on the basis of quality, price, terms and overall cost-effectiveness, along with the clinical expertise, breadth of services, technology and professional support we offer.  Further, some states have enacted "freedom of choice" or "any willing provider" requirements as part of their state Medicaid programs or in separate legislation.  Limitations such as these may increase the competition which we face in providing services to long-term care facility residents.

SCG offers a comprehensive portfolio of brand support services, supply chain solutions, patient support services and specialty pharmacy services tailored to the biotechnology and biopharmaceutical industries. SCG competes throughout the U.S. with specialty pharmacies, drug wholesalers and pharmaceutical benefit management companies. The SCG integrated solution addresses management and dispensing of specialty medications, pharmaceutical reimbursement, pharmacy support services and third party logistics under a single management team which, we believe, differentiates us from our competitors.  We compete on the basis of quality and overall cost effectiveness, along with the breadth of services and professional support we offer.  

Environmental Matters

In operating our pharmacies, historically we have not encountered any major difficulties in complying with applicable pollution control laws.  No material capital expenditures for environmental control are expected.  While we cannot predict the effect which any future legislation, regulations or interpretations may have upon our operations, we do not anticipate any changes regarding pollution control laws that would have a material adverse impact to Omnicare.

Employees

At December 31, 2013, we employed approximately 13,900 persons, (including approximately 900 part-time employees), all of which are located within the U.S.

Executive Officers of the Company

Our executive officers on the date of this Annual Report are as follows:

			First Elected to
Name	Age	Office (1)	Present Office
John L. Workman	62	Chief Executive Officer (2)	September 11, 2012
Nitin Sahney	50	President and Chief Operating Officer (3)	September 11, 2012
Robert O. Kraft	43	Senior Vice President and Chief Financial Officer (4)	September 11, 2012
Alexander M. Kayne	41	Senior Vice President, General Counsel and Secretary (5)	April 4, 2011
Kirsten Marriner	41	Senior Vice President and Chief Human Resources Officer (6)	March 27, 2013
Randall Carpenter	54	Chief Information Officer (7)	May 2, 2011

(1) Executive officers are elected for one-year terms at the annual organizational meeting of the Board of Directors, which follows the annual meeting of stockholders.

(2) Mr. Workman was appointed as our Chief Executive Officer on September 11, 2012. Mr. Workman served as Interim Chief Executive Officer and Chief Financial Officer since June 2012, as President and Chief Financial Officer from February 2011 to June 2012 and as Executive Vice President and Chief Financial Officer from November 2009 to February 2011. From 2004 to 2009, he served as Executive Vice President and Chief Financial Officer of HealthSouth Corporation. Prior to joining HealthSouth Corporation, Mr. Workman served as Chief Executive Officer of U.S. Can Corporation where he also served as Chief Operating Officer and Chief Financial Officer during his six-year tenure. Before that, he spent more than 14 years with

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Montgomery Ward & Company, Inc., serving in various capacities, including Chief Financial Officer and Chief Restructuring Officer. Mr. Workman began his career with the public accounting firm KPMG LLP, where he was a partner.

(3) Mr. Sahney was appointed as our President and Chief Operating Officer on September 11, 2012.  Mr. Sahney served as Omnicare's Chief Operating Officer since June 2012 and as Executive Vice President and President - Specialty Care Group from November 2010 to June 2012. Prior to joining Omnicare, Mr. Sahney managed a healthcare investment fund since October 2007. Before that, Mr. Sahney served as President and Chief Executive Officer of RxCrossroads, a specialty pharmaceutical services company acquired by Omnicare in 2005, from 2001 until August 2007. Prior to his involvement with RxCrossroads, Mr. Sahney held a number of management positions with Cardinal Health, Inc., beginning in September 1993.

(4) Mr. Kraft was appointed as our Senior Vice President and Chief Financial Officer on September 11, 2012. Mr. Kraft served as our Senior Vice President - Finance since November 2010. Prior to joining Omnicare, Mr. Kraft spent 18 years with the public accounting firm PricewaterhouseCoopers LLP, where he was a partner.

(5) Mr. Kayne was appointed as our Senior Vice President, General Counsel and Secretary on April 11, 2011.  From November 2010 to April 2011, Mr. Kayne served as Interim General Counsel and Secretary of Omnicare. Prior to joining Omnicare, Mr. Kayne was a partner with Dewey & LeBoeuf LLP in its litigation department. In May 2012, Dewey & LeBoeuf LLP filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code.

(6) Ms. Marriner joined Omnicare as our Senior Vice President and Chief Human Resources Officer on March 27, 2013. Prior to joining Omnicare, Ms. Marriner spent nearly ten years with Fifth Third Bank where she served in various leadership capacities, including Senior Vice President, Director of Talent Management and Development. Before that, she spent five years with KeyCorp in a human resources management position.

(7) Mr. Carpenter joined Omnicare as our Chief Information Officer on May 2, 2011. Prior to joining Omnicare, Mr. Carpenter served as the Chief Information Officer of HealthSouth Corporation for over 10 years. Before that, Mr. Carpenter spent 23 years with the U.S. Air Force, serving in various capacities, including Chief Information Officer and Chief Software Development Executive.

Available Information

We make available, free of charge, on or through our corporate website, at www.omnicare.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission (“SEC”).  Additionally, the public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C., 20549.  Information regarding operation of the Public Reference Room is available by calling the SEC at 1-800-SEC-0330.  Information that we file with the SEC is also available at the SEC’s website at www.sec.gov.

We also post on our corporate website the following corporate governance documents and committee charters:

• Corporate Governance Guidelines

• Code of Business Conduct and Ethics

• Code of Ethics for the Chief Executive Officer and Senior Financial Officers

• Audit Committee Charter

• Compliance Committee Charter

• Compensation Committee Charter

• Nominating and Governance Committee Charter

• Executive Committee Charter

Copies of these documents are also available in print to any stockholder who requests them by writing our Corporate Secretary at:

Omnicare, Inc.

900 Omnicare Center

201 East Fourth Street

Cincinnati, OH 45202

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ITEM 1A. – RISK FACTORS

Risks Relating to Our Business

If we or our client facilities fail to comply with Medicaid and Medicare regulations, our revenue could be reduced, we could be subject to penalties and we could lose our eligibility to participate in these programs.

Our business is dependent upon revenues from the Medicare and Medicaid programs, which are highly regulated.  The failure, even if inadvertent, of us and/or our client facilities to comply with applicable regulations could adversely affect our reimbursement under these programs and our ability to continue to participate in these programs, which could have a material adverse effect on our results of operations. In addition, our failure to comply with applicable Medicare and Medicaid regulations could subject us to other penalties.

A significant portion of our revenue is pursuant to agreements with payors, including Medicare Part D Plans, and with long term care facility clients, and could be reduced due to the termination of or changes to such agreements.

In 2013, approximately 55% of our revenue was derived from beneficiaries covered under the Medicare Part D program.  Our reimbursement under Medicare Part D, as well as our reimbursement from certain private third-party payors, is determined pursuant to agreements that we negotiate with those payors or their pharmacy benefit manager representatives.  Likewise, our reimbursement from SNFs for drugs is determined pursuant to our agreements with them.  Certain of these agreements are terminable upon prior notice by the other party.  We cannot provide assurance that we will be able to replace terminated or expired agreements on terms as favorable as the existing agreements or at all.  The termination or modification of these agreements could adversely affect our reimbursement from these sources, which could have a material adverse effect on our results of operations.  Further, termination of our agreement with a long term care facility or similar customer generally terminates our provision of services to any of the residents of the given facility, resulting in the loss of revenue from any source for those residents.  If a SNF experiences financial difficulty, this could lead to payment disputes and ultimately to the termination of our agreement with them. Additionally, the proportion of our Medicare Part D business serviced under specific agreements may change over time based upon beneficiary choice, reassignment of beneficiaries to different Medicare Part D Plans, Medicare Part D Plan consolidation or other factors, which could also adversely affect our revenue.    Our payor mix (as a percentage of annual sales) for the last three years ended December 31 is presented at the “Description of Business and Summary of Significant Accounting Policies” note of the Notes to Consolidated Financial Statements.

Continuing efforts to contain healthcare costs may reduce our future revenue.

Our sales and profitability are affected by the efforts of healthcare payors to contain or reduce the cost of healthcare by lowering reimbursement rates, limiting the scope of covered services, and negotiating reduced or capitated pricing arrangements.  Many states are facing budget pressures that could result in increased cost containment efforts impacting healthcare providers.  Any changes which lower reimbursement levels under Medicare, Medicaid or other programs could reduce our future revenue.  These changes may include modifications in the timing or processing of payments, and other changes intended to limit or decrease the growth of Medicare, Medicaid or third party expenditures.  In addition, our profitability may be adversely affected by any efforts of our suppliers to shift healthcare costs by increasing the net prices on the products we obtain from them.

Federal and state healthcare legislation has significantly impacted our business, and future legislation and regulations are likely to affect us.

We derive a significant portion of our revenues directly or indirectly from government-sponsored programs, principally the federal Medicare program and to a lesser extent state Medicaid programs. As part of ongoing operations, Omnicare and our customers are subject to legislative and regulatory changes impacting operations and the level of reimbursement received from the Medicare and Medicaid programs.  For a further discussion of such changes, see the discussion under the caption “Healthcare Reform and Federal Budget Legislation” above in Item 1 of this Annual Report, which is incorporated by reference herein.

In order to rein in healthcare costs, we anticipate that federal and state governments will continue to review and assess alternate healthcare delivery systems, payment methodologies and operational requirements for healthcare providers, including long-term care facilities and pharmacies.  Given the debate regarding the cost of healthcare, managed care, universal healthcare coverage, and other healthcare issues, we cannot predict with any degree of certainty the impact of the ACA, or additional healthcare initiatives, if any, on our business.  Further, we receive discounts, rebates and other price concessions from pharmaceutical manufacturers pursuant to contracts for the purchase of their products.  There can be no assurance that any changes in legislation or regulations, or interpretations of current law, that would eliminate or significantly reduce the discounts, rebates and other price

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concessions that we receive from manufacturers or that otherwise impact payment available for drugs under federal or state healthcare programs, would not have a material adverse impact on our overall consolidated results of operations, financial position or cash flows.  Longer term, funding for federal and state healthcare programs must consider the aging of the population; the growth in enrollees as eligibility is potentially expanded; the escalation in drug costs owing to higher drug utilization among seniors; the impact of the Medicare Part D benefit for seniors; the introduction of new, more efficacious but also more expensive medications; and the long-term financing of the entire Medicare program.  Given competing national priorities, it remains difficult to predict the outcome and impact on us of any changes in healthcare policy relating to the future funding of the Medicare and Medicaid programs.  Further, Medicare, Medicaid and/or private payor rates for pharmaceutical supplies and services may not continue to be based on current methodologies or remain comparable to present levels.  Any future healthcare legislation or regulation impacting these rates may materially adversely affect our business.

Changes in industry pricing benchmarks could materially impact our financial performance.

Contracts and fee schedules in the prescription drug industry, including our contracts with various payors and fee schedules under state Medicaid programs, generally use certain published benchmarks to establish pricing for prescription drugs. These benchmarks include average wholesale price (“AWP”) and wholesale acquisition cost (“WAC”). Most of our contracts and fee schedules utilize the AWP or WAC standard. Recent events have raised uncertainties as to whether payors will continue to utilize AWP as it has previously been calculated or whether other pricing benchmarks will be adopted for establishing prices within the industry. For example, see the discussion under the caption "Healthcare Reform and Federal Budget Legislation" under Item 1 of this annual report for pricing changes pursuant to the ACA, which is incorporated here by reference. In addition, CMS has been conducting a national survey of pharmacies to create a national average drug acquisition cost benchmark (“NADAC”), the results of which states may use to set pharmacy payment rates. Effective November 27, 2013, CMS began posting final NADAC files; the prices will be updated on a weekly and monthly basis. CMS also has released for comment draft National Average Retail Price ("NARP") data, which reflects prices paid for drugs to retail community pharmacies for individuals with Medicaid, cash paying customers, and those with certain third party insurance. Effective July 1, 2013, CMS has suspended this survey of consumer purchase prices, pending funding decisions.

Due to these and other uncertainties, we can give no assurance that the short- or long-term impact of changes to industry pricing benchmarks will not have a material adverse effect on our business and financial results in future periods. Our various projections, including earnings guidance for 2014, contemplate what we have estimated to be the most probable impact resulting from the short- or long-term impact of changes to industry pricing benchmarks. Actual results may be materially less favorable than those estimated in formulating such projections.

If we fail to comply with licensure requirements, fraud and abuse laws, false claims provisions or other applicable laws, we may need to curtail operations, and could be subject to significant penalties.

Our pharmacy business is subject to extensive and often changing federal, state and local regulations, and our pharmacies are required to be licensed in the states in which they are located or do business.  While we continuously monitor the effects of regulatory activity on our operations and we currently have pharmacy licenses for each pharmacy we operate, the failure to obtain or renew any required regulatory approvals or licenses could adversely affect the continued operation of our business.  In addition, we are subject to federal and state laws imposing registration, repackaging and labeling requirements on certain entities that repackage drugs for distribution; state and federal laws regarding the transfer and shipment of pharmaceuticals; and “drug pedigree” provisions requiring prescription drug wholesale distributors to document a history of the transactions in a drug lot’s chain of distribution.  These supply chain laws and regulations, including the DQSA, could increase the overall regulatory burden and costs associated with our distribution business. We are also subject to federal and state laws that prohibit some types of direct and indirect payments between healthcare providers.  These laws, commonly known as the fraud and abuse laws, prohibit payments intended to induce or encourage the referral of patients to, or the recommendation of, a particular provider of items or services.  Violation of these laws can result in loss of licensure, civil and criminal penalties, and exclusion from the Medicaid, Medicare and other federal healthcare programs.

Further, under the qui tam or “whistleblower” provisions of the federal and various state false claims acts, private citizens may bring lawsuits alleging that a violation of the federal anti-kickback statute or similar laws has resulted in the submission of “false” claims to federal and/or state healthcare programs, including Medicare and Medicaid.  Since the private plaintiff is generally entitled to share in any damages a court orders the defendant to pay to federal and state governments under these laws, certain financial incentives exist for individuals to allege that particular practices or activities constitute a violation of these statutes.  A determination that we have violated these laws, or the initiation of a lawsuit alleging a violation of these laws, could adversely affect our business and financial condition.

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As part of our ongoing operations, we are subject to various inspections, audits, inquiries, investigations and similar actions by third parties, as well as governmental/regulatory authorities responsible for enforcing the laws and regulations to which we are subject. Federal and state government agencies have increased their focus on and coordination of civil and criminal efforts in the healthcare area. The OIG and U.S. Department of Justice have, from time to time, established national enforcement initiatives, targeting all providers of a particular type, that focus on specific billing practices or other suspected areas of abuse. Further, under the federal False Claims Act, private parties have the right to bring qui tam, or “whistleblower,” suits against companies that submit false claims for payments to, or improperly retain overpayments from, the government. Some states have adopted similar state whistleblower and false claims provisions. From time to time, we receive government inquiries from federal and state agencies regarding compliance with various healthcare laws. There can be no assurance that the ultimate resolution of any such claims, inquiries or investigations, individually or in the aggregate, will not have a material adverse effect on our consolidated results of operations, financial position or cash flows. Moreover, the ACA and other recent legislation has expanded federal healthcare fraud enforcement authorities. We cannot predict at this time the costs associated with compliance with such laws.

Our pharmacies are registered with the appropriate state and federal authorities pursuant to statutes governing the regulation of controlled substances.  The Drug Enforcement Administration (“DEA”) increased scrutiny and enforcement of long-term care pharmacy practices under the federal Controlled Substances Act.  We believe that this increased scrutiny and, in some cases, stringent interpretation of existing regulations, effectively changes longstanding practices for dispensing controlled substances in the long-term care facility setting.  We have been required to modify the controlled substances dispensing procedures at certain of our pharmacies to comply with the regulations as currently interpreted by the DEA.  Heightened enforcement of controlled substances regulations could increase the overall regulatory burden and costs associated with our pharmacy services.  There can be no assurance that this heightened level of enforcement and such investigations or any other investigations, or any fines or other penalties resulting therefrom, will not materially adversely affect our results of operations, financial condition or cash flows.

Federal and state laws that protect patient health and other personal information may increase our costs and limit our ability to collect and use that information.

Omnicare and the healthcare industry generally are required to comply with the federal Health Insurance Portability and Accountability Act of 1996, ("HIPAA"), which mandates, among other things, the adoption of standards to enhance the efficiency and simplify the administration of the healthcare system, as well as to protect the confidentiality of protected health information and electronic protected health information.  Many states have similar laws applicable to the Company.  In many of our operations, we are a “covered entity” under HIPAA, and therefore required to comply in our operations with these standards and subject to significant civil and criminal penalties for failure to do so.  We also provide services to customers that are covered entities themselves and we are required to provide satisfactory written assurances to those customers through our contractual agreements that we will provide our services in accordance with the requirements of the HIPAA standards.  Failure to comply with these contractual agreements could lead to loss of customers, contractual liability to our customers and direct action by the federal government, including penalties.  On January 25, 2013, the Office for Civil Rights of the Department of Health and Human Services published a major final rule modifying the HIPAA Privacy, Security, Breach Notification and Enforcement Rules, including revisions made by the Health Information Technology for Economic and Clinical Health Act (“HITECH”), which, among other things, expanded the privacy and security requirements for business associates that create, receive, maintain or transmit protected health information for or on behalf of covered entities; increased penalties for noncompliance; and strengthened requirements for reporting of breaches of unsecured protected health information. The rule also makes business associates and their subcontractors directly liable for civil monetary penalties for impermissible uses and disclosures of protected health information. The rule, which, went into effect March 23, 2013, requires covered entities and business associates to comply, with limited exception, with the applicable requirements of this final rule by September 23, 2013. We cannot determine at this time the cost of compliance with the new requirements. In addition to HIPAA, we work to ensure that we adhere to state privacy laws and other state privacy or health information requirements not preempted by HIPAA, including those which furnish greater privacy protection for the individual than HIPAA.  We believe we fully comply with current HIPAA rules, including the associated changes to HIPAA pursuant to HITECH, and similar state requirements; however, at this time we cannot estimate if future changes, if any, to the cost of compliance of the HIPAA and similar state standards will result in an adverse effect on our operations or profitability, or that of our customers.

Like many healthcare providers, we maintain personal information concerning our patients.  Such information is subject to increasing regulation designed to prevent or mitigate the effects of financial and medical identity theft.  Our existing security measures may be insufficient to protect against attacks by hackers, cyber terrorism, computer viruses, telecommunications failures or other catastrophic events, any of which could result in a breach in the security of the confidential data that we maintain. The loss or improper exposure of personal data we maintain could adversely impact our business and prospects, harm our reputation and result in possible fines and sanctions and/or civil litigation by customers and affected individuals.

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There are costs and administrative burdens associated with ongoing compliance with information privacy and security laws.  Failure to comply carries with it the risk of significant penalties and sanctions.  We cannot predict at this time the costs associated with compliance, or the impact of such laws and regulations on our results of operations, cash flows or financial condition.

We have substantial outstanding debt and could incur more debt in the future. Any failure to meet our debt obligations would adversely affect our business and financial condition.

At December 31, 2013, our total consolidated long-term debt accounted for approximately 41.5% of total capitalization.  In addition, we and our subsidiaries may be able to incur substantial additional debt in the future.  The instruments governing our current indebtedness contain restrictions on our incurrence of additional debt.  These restrictions, however, are subject to a number of qualifications and exceptions, and under certain circumstances, we could incur substantial additional indebtedness in compliance with these restrictions, including in connection with potential acquisition transactions.  Additionally, these restrictions do not prevent us from incurring obligations that do not constitute debt under the governing documents.

The degree to which we are leveraged could have important consequences, including:

• a substantial portion of our cash flow from operations will be required to be dedicated to interest and principal payments and may not be available for operations, working capital, capital expenditures, expansion, acquisitions, dividends or general corporate or other purposes;

• our ability to obtain additional financing in the future may be impaired;

• we may be more highly leveraged than our competitors, which may place us at a competitive disadvantage;

• our flexibility in planning for, or reacting to, changes in our business and industry may be limited; and

• our degree of leverage may make us more vulnerable in the event of a downturn in our business or in our industry or the economy in general.

Our ability to make payments on and to refinance our debt will depend on our ability to generate cash in the future.  This, to a certain extent, is subject to general economic, business, financial, competitive, legislative, regulatory and other factors that are beyond our control.

We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available under our credit facilities in an amount sufficient to enable us to pay our debt or to fund our other liquidity needs.  We may need to refinance all or a portion of our debt on or before maturity.  We cannot assure you that we will be able to refinance any of our debt, including any credit facilities, on commercially reasonable terms or at all.

We are subject to risks relating to acquisitions we may consummate.

One component of our strategy contemplates our making selected acquisitions. Acquisitions involve inherent uncertainties. These uncertainties include our ability to consummate proposed acquisitions on favorable terms or at all, the effect on acquired businesses of integration into a larger organization, and the availability of management resources to oversee the operations of these businesses.

Even though an acquired business may have experienced positive financial performance as an independent company prior to an acquisition, we cannot be sure that the business will continue to perform positively after an acquisition.

We also may acquire businesses with unknown or contingent liabilities, including liabilities for failure to comply with healthcare laws and regulations, and tax contingencies. We have policies and procedures to conduct reviews of potential acquisition candidates for compliance with healthcare laws and to adapt the acquired businesses to our standards and applicable laws. We also generally seek indemnification from sellers covering these matters. We may, however, incur material liabilities for past activities of acquired businesses.

We cannot be sure of the successful completion or integration of any acquisition, or that an acquisition will not have an adverse impact on our results of operations, cash flows or financial condition. We also may not realize any or all of the anticipated benefits of any acquisition.

If we fail to comply with our Corporate Integrity Agreement, we could incur penalties or suffer other adverse consequences; there are costs associated with compliance.

In 2009, we entered into an amended and restated Corporate Integrity Agreement (“CIA”), which requires, among other things, that we maintain and augment our compliance program in accordance with the terms of the CIA. The CIA also requires that we, among other things, (i) create procedures designed to ensure that each existing, new or renewed arrangement with any actual or potential source of healthcare business or referrals to Omnicare or any actual or potential recipient of healthcare business or

15

referrals from Omnicare does not violate the Anti-Kickback Statute, 42 U.S.C. § 1320a-7b(b), or related regulations, directives and guidance, including creating and maintaining a database of such arrangements; (ii) retain an independent review organization to review our compliance with the terms of the CIA and report to the OIG regarding that compliance; and (iii) provide training for certain employees as to our obligations under the CIA.  The CIA continues the requirements of our prior corporate integrity agreement to create and maintain procedures designed to ensure that all therapeutic interchange programs are developed and implemented by Omnicare consistent with the CIA and federal and state laws for obtaining prior authorization from the prescriber before making a therapeutic interchange of a drug, and to maintain procedures for the accurate preparation and submission of claims for federal healthcare program beneficiaries, including beneficiaries in hospice programs.  The requirements of the CIA have resulted in increased costs to maintain our compliance program and greater scrutiny by federal regulatory authorities.  Violations of the CIA could subject the Company to significant monetary penalties or other adverse consequences.  Consistent with the CIA, we review our customer contracts for compliance with applicable laws and regulations.  

We operate in highly competitive businesses.

Our LTC business is highly regionalized and, within a given geographic region of operations, highly competitive.  Our largest competitor is PharMerica Corporation.  In the geographic regions we serve, we also compete with numerous local and regional institutional pharmacies, pharmacies owned by long-term care facilities and local retail pharmacies.  While we compete on the basis of quality, price, terms and overall cost-effectiveness, along with the clinical expertise, breadth of services, pharmaceutical technology and professional support we offer, competitive pressures may adversely affect our profitability and results of operations.

Our SCG business competes throughout the United States with drug wholesalers and pharmaceutical benefit management companies.  While we compete on the basis of quality and overall cost effectiveness, along with the breadth of services and professional support we offer, competitive pressures may adversely affect our profitability and results of operations.

Factors outside of our control could require us to record an asset impairment of goodwill.

We are required to analyze goodwill and other intangible assets for impairment. Factors out of our control, including, but not limited to, the economic environment, our market capitalization, and anticipated cash flows could require us to record an impairment charge for goodwill. The accounting guidance establishes a method of testing goodwill for impairment on an annual basis, or on an interim basis if an event occurs that would reduce the fair value of a reporting unit or an indefinite-lived intangible asset below its carrying value. As of December 31, 2013, we had approximately $4.1 billion of goodwill which represented 60.6% of our total assets. If an impairment is found to exist, we will be required to record a non-cash asset impairment charge which could be significant. For additional information regarding our goodwill see the "Goodwill and Other Intangible Assets" note of the Notes to Consolidated Financial Statements and the Goodwill caption of our "Critical Accounting Policies" at Part II, Item 7 of this Filing.

Implementation of our new enterprise resource planning information technology system may result in unexpected costs and business interruptions.

We are currently designing and implementing, a new company-wide enterprise resource planning ("ERP") software system with the objective of gradually migrating to the new system. Upon completion, this new system will replace our existing operating and accounting systems. Capital expenditures for our new ERP software system for fiscal 2014 and beyond will depend upon the pace of conversion of our legacy systems. The new ERP system is being implemented in phases spanning the next several years. We began implementing the first and second phases at pilot locations in the second half of 2013. If the implementation is not executed successfully, this could result in business interruptions. If we do not complete the implementation of the project timely and successfully, we may experience, among other things, additional costs associated with completing this project and a delay in our ability to improve existing operations, support future growth and enable us to take advantage of new applications and technologies. All of this may also result in a distraction of management's time, diverting their attention from our operations and strategy.

ITEM 1B. – UNRESOLVED STAFF COMMENTS

Not applicable.

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ITEM 2. – PROPERTIES

Our properties include offices, distribution centers, warehouses and other key operating facilities (such as institutional pharmacies) in various locations within the U.S. At December 31, 2013, we operated a total of 184 facilities. LTC has 175 facilities, 8 of which are owned, in 44 states within the U.S. (excluding Alaska, Hawaii, North Dakota, Wyoming, Vermont and Delaware), representing an aggregate of approximately 2.5 million square feet. SCG operates 5 leased facilities in Florida, Kentucky, and Ohio, representing an aggregate of approximately 0.4 million square feet. Our Corporate/Other segment has 4 leased facilities which includes our headquarters in Cincinnati, Ohio and office locations in Ohio, Pennsylvania and the District of Columbia, representing an aggregate of approximately 0.2 million square feet. We consider all of these facilities to be in good operating condition and generally to be adequate for present and anticipated needs.

ITEM 3. - LEGAL PROCEEDINGS

Information relating to certain legal proceedings in which Omnicare is involved is included in the “Commitments and Contingencies” note of the Notes to our Consolidated Financial Statements, included in Item 8 of this Annual Report and is incorporated by reference herein.

ITEM 4. –MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. - MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Price Range of Common Stock; Holders of Record

Our Common Stock is listed on the New York Stock Exchange under the ticker symbol "OCR", and the following table sets forth the ranges of high and low sales prices during each of the calendar quarters of 2013 and 2012.

	2013		2012
	High	Low	High	Low
First Quarter	$40.90	$36.12	$36.26	$32.12
Second Quarter	$48.70	$40.46	$36.48	$29.24
Third Quarter	$56.39	$47.49	$36.28	$29.76
Fourth Quarter	$60.93	$52.26	$36.81	$32.53

The number of holders of record of our Common Stock on January 31, 2014 was 1,910.  This amount does not include stockholders with shares held under beneficial ownership in nominee name or within clearinghouse positions of brokerage firms and banks.

Stock Performance Graph

The following graph compares the cumulative total return for the last five years on a $100 investment (assuming dividend reinvestment) on December 31, 2008 in each of the common stock of the Company, the Standard & Poor’s 500 Stock Index and the S&P 500 Health Care index.

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	December 31,
	2008		2009		2010		2011		2012		2013
Omnicare, Inc.	$	100.00	$	87.40	$	92.17	$	125.68	$	133.29	$	225.68
S&P 500	100.00		126.46		145.51		148.59		172.37		228.19
S&P 500 Health Care Index	100.00		119.70		123.17		138.86		163.70		231.57

Dividends

On February 12, 2014, our Board of Directors approved a quarterly cash dividend of 20 cents, for an indicated annual rate of 80 cents per share for 2014, which is greater than the total annual dividend amount paid per share in each of the 2013 and 2012 years (the quarterly dividends are presented in the "Summary of Quarterly Results" note of the Notes to Consolidated Financial Statements).  It is presently intended that cash dividends on common shares will continue to be paid on a quarterly basis; however, there can be no assurances as future dividends are necessarily dependent upon our future earnings and financial condition and other factors not currently determinable.  In addition, our senior credit facility and other agreements governing our indebtedness impose certain restrictions on our ability to pay dividends.

Stock Repurchases

A summary of the Company's repurchases of our common stock during the quarter ended December 31, 2013 is as follows (in thousands, except per share data):

Period	Total Number of Shares Purchased (a)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares that Are Eligible To Be Purchased Under the Plans or Programs (b)
October 1 - 31, 2013	141	$	54.92	140	$	98,570
November 1 - 30, 2013	2,239	56.33		2,163	1,283
December 1 - 31, 2013	1	59.83		—	500,000
Total	2,381	$	56.25	2,303	$	500,000

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^(a) During the fourth quarter of 2013, the Company purchased 78 thousand shares of our common stock in connection with our employee benefit plans, including purchases associated with the payment of the holders' income tax upon the vesting of restricted stock awards.  These purchases were not made pursuant to a repurchase plan or program.

^(b) The following chart summarizes our stock repurchase programs as approved by the Board of Directors in effect for the periods ended December 31, 2010 through December 31, 2013 (in thousands):

Date Approved	Amount Approved		Term Date	Remaining Repurchase Authority
May 3, 2010	$	200,000	May 3, 2012	—
May 26, 2011	$	100,000	December 31, 2012	—
February 21, 2012	$	200,000	February 28, 2014	—
September 12, 2012	$	350,000	December 31, 2014	$	—
December 4, 2013	$	500,000	December 31, 2015	$	500,000

In the year ended December 31, 2013, we repurchased approximately 4.8 million shares at an aggregate cost of approximately $221.0 million, for a cumulative amount of approximately 24.0 million shares and approximately $850 million from the inception of the share repurchase programs in May 2010 through December 31, 2013.  Accordingly, we had approximately $500 million of share repurchase authority remaining as of December 31, 2013. 

Additional information regarding our equity compensation plans is included at Items 8 and 12 of this Annual Report.

ITEM 6. - SELECTED FINANCIAL DATA

The following table summarizes certain selected financial data and should be read in conjunction with our Consolidated Financial Statements and related notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included at Items 8 and 7, respectively, of this Annual Report.  All amounts disclosed herein relate to the Company’s continuing operations unless otherwise stated.

Five-Year Summary of Selected Financial Data

Omnicare, Inc. and Subsidiary Companies

(in thousands, except per share data)

	For the years ended or at December 31,
	2013			2012			2011			2010			2009
INCOME STATEMENT DATA:
Net sales	$	6,013,398		$	5,878,464		$	5,896,606		$	5,747,124		$	5,717,696
Income from continuing operations	84,892			171,943			142,779			5,984			216,344
Diluted earnings per common share - continuing operations	0.78			1.52			1.25			0.05			1.84
Dividends per common share	0.62			0.42			0.15			0.11			0.09
Diluted weighted average number of common shares outstanding	109,449			112,988			114,781			116,927			117,777
BALANCE SHEET DATA (at end of period):
Cash and cash equivalents	$	356,001		$	444,620		$	577,528		$	492,299		$	269,210
Total assets	6,691,846			6,989,264			7,193,110			7,311,520			7,272,211
Long-term debt (excluding current portion), net of swap	1,418,819			2,030,030			1,968,274			2,106,758			1,979,620
Stockholders' equity	2,740,803			3,505,712			3,795,436			3,818,761			3,878,810
OTHER FINANCIAL DATA:
Net cash flows from operating activities of continuing operations	$	479,514		$	534,629		$	546,148		$	383,993		$	452,695
Capital expenditures	(95,015		)	(96,924		)	(60,717		)	(21,022		)	(27,669		)

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ITEM 7. – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (“MD&A”)

The following discussion should be read in conjunction with the Consolidated Financial Statements, related notes and other financial information appearing elsewhere in this report.  In addition, see the “Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 Regarding Forward-Looking Information” caption below, as well as the “Risk Factors” previously discussed at Item 1A of this Annual Report.  All amounts disclosed herein relate to the Company’s continuing operations unless otherwise stated.

Executive Overview

Omnicare, Inc. ("Omnicare" or the "Company") is a leading healthcare services company that specializes in the management of complex pharmaceutical care. The Company operates two primary businesses through two operating segments, Long-Term Care Group ("LTC") and Specialty Care Group ("SCG"), each serving a different customer population but sharing a common objective: advancing health outcomes at the lowest possible cost. Through LTC, Omnicare is the nation's largest provider of pharmaceuticals and related pharmacy and ancillary services to long-term care facilities as well as chronic care facilities and other settings. SCG provides specialty pharmacy and commercialization services for the biopharmaceutical industry. Omnicare leverages its specialized clinical capabilities and innovative technology solutions across both primary businesses as key components of the value management believes Omnicare provides to its customers. Omnicare serves customers across the United States.

Through LTC, Omnicare operates the largest institutional pharmacy business in the U.S., as measured in both revenue and the number of beds served. Due to the size and scope of LTC, Omnicare believes the Company has unique cost advantages, especially pertaining to the sourcing of pharmaceuticals. The scale of the Company's operations has also provided the opportunity to make investments in proprietary automation technology to reduce dispensing costs while improving the accuracy and consistency of Omnicare's service delivery. LTC's customers consist of skilled nursing facilities (“SNFs”), assisted living facilities (“ALFs”), independent living communities, hospitals, correctional facilities, and other healthcare service providers. In light of a customer mix that is heavily penetrated in the senior market, the Company has a high level of insight into geriatric pharmaceutical care. At December 31, 2013, LTC provided pharmacy services in the U.S. in 47 states and the District of Columbia. LTC comprised approximately 77% of the Company’s total net sales during the year ended December 31, 2013, and dispensed approximately 112.5 million prescriptions.

SCG touches a broad spectrum of the healthcare continuum, serving the needs of biopharmaceutical manufacturers, physicians, nurses, caregivers and patients. SCG's services are largely centered on the specialty pharmaceutical market and revolve around four platforms: brand support services, supply chain solutions, patient support services and specialty pharmacy. By integrating these services across SCG's platforms, Omnicare is able to provide the Company's manufacturer clients one end to end solution for all of their needs. Omnicare's brand support services, supply chain solutions and patient support services are integrated, fee-for-service platforms which focus on helping the drug manufacturer to market, distribute and obtain reimbursement for their products. In the specialty pharmacy platform, the Company provides dispensing of specialized pharmaceuticals that are high cost, have complex reimbursement and supply chain challenges, have limited patient populations and are not available through normal retail channels. These specialized drugs deal primarily with specific categories of drugs and disease states, such as rheumatoid arthritis, multiple sclerosis, oncology and growth hormones. SCG accounted for approximately 23% of the Company’s total net sales during the year ended December 31, 2013.

Omnicare believes it has an attractive business model, with a market leadership position in the long-term care market, and its relative position in the growing specialty care market supported by strong cash flows. Omnicare believes its business model is appropriately aligned with its customers, payors and patients; many of the factors that benefit the Company, such as new low-cost generic introductions and more accurate and efficient automation technologies, also have a favorable effect on the Company's key constituencies. Because of this factor, Omnicare believes it can play a role in solving the country's healthcare cost dilemma while striving for positive patient outcomes.

In 2013, SCG continued its strong financial performance primarily attributable to higher than expected drug price inflation and strong script levels within the Company's specialty pharmacy platform. Further, the year-over-year benefit from generic drugs launched in 2012 has served to help offset the payor-driven reimbursement reductions within the LTC business. Also, in 2013, the Company completed the disposition of certain assets, primarily in its medical supply services business which were not considered significant to the operations of Omnicare.

In 2013, the Company's end-of-life hospice pharmacy business ("Hospice") as well as certain retail operations ("Retail") qualified for discontinued operations treatment. The Company recorded a pre-tax impairment loss of $144.7 million to reduce the carrying

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value of the Hospice and Retail businesses to fair value. See further discussion at the “Discontinued Operations” note of the Notes to Consolidated Financial Statements at Part II, Item 8, of this Filing.

During the third quarter of 2013, the Company completed refinancing activities that enhanced the Company's financial flexibility. Omnicare entered into separate, privately negotiated exchange agreements under which the Company retired approximately $180.5 million in aggregate principal amount of outstanding 3.75% Convertible Senior Subordinated Notes due 2025 (the "2025 Notes") in exchange for $424.3 million in aggregate principal amount of new 3.50% Convertible Senior Subordinated Notes due 2044 (the "2044 Notes"). The Company also entered into separate, privately negotiated purchase agreements to repurchase approximately $5.2 million in aggregate principal amount of its outstanding 2025 notes and $150.0 million in aggregate principal amount of its outstanding 7.75% Senior Subordinated Notes due 2020 (the "2020 Notes"). In connection with the repurchase of the 2020 Notes, the Company terminated the applicable swap agreements.

Also during the third quarter of 2013, the Company settled its accelerated share repurchase agreement with J.P. Morgan Securities, LLC as agent for JPMorgan Chase Bank, National Association, London Branch, with the Company receiving approximately 0.4 million shares of the Company's common stock and $19.0 million in cash. In the second quarter of 2013, the Company settled its accelerated share repurchase agreement with Goldman, Sachs & Co., with the Company receiving approximately 0.6 million shares of the Company's common stock.

During the fourth quarter of 2013, the Company's Board of Directors authorized $500 million in aggregate share repurchases through 2015 and increased the quarterly cash dividend to $0.20 per share on the Company's common stock, a 43% increase over the previous quarterly dividend rate of $0.14 per share.

On October 22, 2013, the Company reached an agreement in principle with the relator, without admitting liability, to settle the claims alleged in the Gale complaint and certain claims alleged in the Silver complaint (each as described in the “Commitments and Contingencies” note of the Notes to the Consolidated Financial Statements), but the agreement in principle was not effectuated. On January 24, 2014 the Company entered into an agreement in principle and agreed to pay $116 million and no attorneys’ fees to settle the claims alleged in the Gale complaint and $8.24 million and no attorneys’ fees to settle the state claims alleged in the Silver complaint. Pursuant to the agreement, the U.S. Department of Justice agreed to have the federal claims alleged in the Silver complaint dismissed with prejudice. In addition, the Company and the relator reached an agreement in principle pursuant to which the relator will pay the Company $4.24 million. The Company recorded a settlement charge of $120 million in the year ended December 31, 2013 in connection with the settlement of these claims.

For further discussion of the Company’s business activities, see the “Business” caption of Part I, Item 1, of this Annual Report.

Outlook

While Omnicare’s growth was historically driven largely by acquisitions, the Company began instituting a number of structural and organizational changes in 2010 that were designed to provide a foundation for organic growth. These efforts led to improvements in service levels and customer retention across both segments of the business.

Omnicare accelerated the structural repositioning of its LTC operations in June 2012 when it began implementing a multi-phase operating plan. The primary goals of the multi-phased plan are: improving operations at certain under-performing hub pharmacies; designing and implementing a sales transformation model; and realigning the organization structurally to provide for greater consistency and improved visibility. By mid-2013, Omnicare had completed the majority of its operating plan with favorable results. The sales transformation strategy, which encompasses an entirely new approach to the sales process, was a key driver behind the Company’s 32.1% increase in new beds added in 2013. Additionally, Omnicare’s redesigned organizational structure, coupled with an acute focus on its under-performing hub pharmacies, led to a 260 basis-point increase in the Company’s LTC customer retention rate. By improving the effectiveness of its sales and operations, Omnicare realized net organic bed growth in each of the final three quarters of the year, culminating in net organic bed growth for the full-year 2013, and marking the first such annual growth in over ten years.

Just as Omnicare has invested in the underlying operations within LTC, it has similarly repositioned its SCG business to better capitalize on the attractive growth characteristics within the specialty pharmaceutical market. Until late 2010, the businesses that now encompass SCG operated nearly independently, providing little opportunity to realize synergies across these businesses. Since creating SCG, however, these businesses have reported into a single management team that is focused on better leveraging the assets of these specialty care businesses. During the past few years, the Company has made a number of organizational investments in SCG to further advance capabilities while improving sales results, especially in the fee-for-service operating platforms (brand support services, supply chain solutions, and patient support services). Through these efforts, Omnicare built a manufacturer-focused sales organization, and the Company is encouraged by the positive developments in the quality of its sales pipeline. Through the organizational restructuring of these businesses and subsequent investments in sales and marketing, Omnicare

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believes SCG has differentiated itself in the market as a fully integrated provider of commercialization solutions for biopharma. The Company believes its recent investments in SCG will position Omnicare well to maximize our opportunities within the specialty care market, which is anticipated to continue outpacing the broader pharmaceutical market over the next several years.

Omnicare believes its structural repositioning has increased visibility across its two business segments, enabling the Company to develop unique growth strategies for its six operating platforms: skilled nursing pharmacy (LTC); assisted living pharmacy (LTC); brand support services (SCG); supply chain solutions (SCG); patient support services (SCG); and specialty pharmacy (SCG). As a byproduct of the executive level changes in 2012 and 2013, the Company has also centralized a number of core functions, such as sales account management and clinical operations, giving the Company the ability to more broadly capitalize on certain customer opportunities across its operating platforms, while more fully realizing operational synergies.

By better positioning itself for consistent organic growth, Omnicare believes it has developed more flexibility regarding the redeployment of cash flows. During the past few years, Omnicare has accelerated its efforts to return capital to stockholders, with an average of 70.2% of its operating cash flows returned to stockholders through share repurchases and dividends for the years ended December 31, 2013 and 2012. Additionally, with the structural improvements instituted across its operations, Omnicare believes it is better positioned to take advantage of acquisition opportunities that fit within its strategic and financial criteria.

In addition to the Company's internally driven growth objectives and capital allocation initiatives, there are certain pharmaceutical market dynamics and demographic developments that may continue to alter the landscape of the industries in which Omnicare competes. Specifically, both generic drugs and specialty pharmaceuticals have steadily increased their respective shares of the overall market, and Omnicare believes it is positioned well to capitalize on the continued developments in both areas. With respect to generic drugs, Omnicare uses its direct sourcing infrastructure to maintain a purchasing advantage while rapidly converting residents to newly available generic alternatives. Because Omnicare generally makes a higher profit on generic drugs than branded alternatives, the Company believes its interests are fully aligned with its customers and payors; as Omnicare benefits from these lower cost alternatives, so do its customers, payors and the residents it serves. Numerous branded drugs the Company dispenses in high volumes are expected to lose patent exclusivity over the next few years, creating an attractive growth opportunity for Omnicare while also enabling its customers to better manage through any industry cost pressures.

With respect to specialty pharmaceuticals, a number of new treatment alternatives have become available for such complicated therapeutic categories as multiple sclerosis and rheumatoid arthritis as well as rare disease states that are dependent upon innovative orphan drug therapies. Omnicare believes that, through SCG, it is well-positioned to benefit from the continued introduction of new large-molecule compounds and other specialty pharmaceutical medications. As more of these products enter the market, and as pharmaceutical companies continue to outsource more activities, the Company believes the demand for commercialization services, such as reimbursement support and third party logistics, will continue to increase.

Demographic trends indicate that demand for long-term care will increase well into the middle of this century as the elderly population grows significantly.  Moreover, those over 65 years old consume a disproportionately high level of healthcare services, including prescription drugs, when compared with the under-65 population.  There is widespread consensus that appropriate pharmaceutical care is generally considered the most cost-effective form of treatment for the chronic ailments afflicting the elderly while also improving the quality of life.  These factors are expected to result in a meaningful increase in demand for the geriatric pharmaceutical industry as a potential means to permit our country to maintain the level of services provided under its government-sponsored healthcare programs while ensuring healthcare costs are contained.

In order to fund this growing demand, the Company believes that the government and the private sector will continue to review, assess and possibly alter healthcare delivery systems and payment methodologies.  While it cannot at this time predict the ultimate effect of any of these initiatives on Omnicare’s business, management believes that the Company’s expertise in geriatric pharmaceutical care and pharmaceutical cost management position Omnicare to help meet the challenges of today’s healthcare environment, although changes in government reimbursement regulations could significantly adversely impact our operating results. In addition to any potential impacts associated with these regulatory and other matters, factors that could negatively impact the Company's future operating results include the impact of pricing adjustments, increasing competitive pressures, bed losses which may result from ongoing competition, and an increase in its payroll cost resulting from our operational initiatives.

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Consolidated Results of Operations

The following summary table presents consolidated financial information and results of operations of Omnicare as well as Adjusted operating income and Adjusted income from continuing operations (in thousands).  

	For the years ended December 31,
	2013		2012		2011
Net sales	$	6,013,398	$	5,878,464	$	5,896,606
Operating income	297,854		410,335		402,661
Adjusted operating income (a)	565,121		525,423		473,785
Income from continuing operations	84,892		171,943		142,779
Adjusted income from continuing operations (a)	289,515		263,654		224,954

(a) Adjusted operating income and Adjusted income from continuing operations exclude certain items not considered part of the core operating results of the Company and certain non-cash charges. Management believes that presenting these non-GAAP financial measures enhances investors' understanding of how management assesses the performance of the Company's businesses. Management uses non-GAAP measures for budgeting purposes, measuring actual results, allocating resources and in determining employee incentive compensation. Omnicare's method of calculating non-GAAP financial results may differ from those used by other companies and, therefore, comparability may be limited. See the “Special Items” caption of this MD&A for a description of the excluded items and a reconciliation of Adjusted operating income and Adjusted income from continuing operations to the most comparable GAAP financial measures.

2013vs.2012

Net sales for 2013 were positively impacted primarily by drug price inflation and growth in SCG. Offsetting these factors was the unfavorable sales impact of the increased availability and utilization of generic drugs as well as reductions in reimbursement coupled with competitive pricing issues. See discussion of sales and operating income results in more detail at the “Long-Term Care Group Segment” and “Specialty Care Group Segment” captions below.

Gross profit as a percentage of total net sales was 23.6% for the year ended December 31, 2013, as compared with 23.7% in 2012.  Gross profit was unfavorably affected by certain of the aforementioned items that, individually, served to reduce net sales, primarily the reductions in reimbursement coupled with competitive pricing issues. Favorably impacting gross profit dollars was the increased availability and utilization of higher margin generic drugs (which had a more favorable effect due to the timing of generic conversions in 2012), cost reduction and productivity improvement initiatives and lower payroll and employee benefit costs.

Leveraging of fixed and variable overhead costs primarily relates to generating higher sales volumes from pharmacy facilities with no or limited increases in fixed costs (e.g., rent, depreciation, etc.) and negligible to moderate increases in variable costs (e.g., utilities, labor, etc.), as well as the elimination of pharmacies through the Company’s productivity and consolidation initiatives, further discussed below.  The Company believes it will be able to continue to leverage fixed and variable overhead costs through both internal and acquired growth.

Government and other reimbursement formulas generally adjust to take into account drug price inflation or deflation.  In order to enhance its gross profit margins, the Company strategically allocates its resources to those activities that will increase internal sales growth and favorably impact sales mix, or will lower costs.  In addition, through the ongoing development of its pharmaceutical purchasing programs, the Company is able to obtain discounts, rebates and other price concessions (“Discounts”) and thereby manage its pharmaceutical costs.

Increased leverage in purchasing favorably impacts gross profit and is primarily derived through timing of brand to generic conversions and Discounts relating to purchases from the Company’s suppliers and vendors.  When recognizing the related receivables associated with these Discounts, Omnicare accounts for these Discounts as a reduction of cost of goods sold and inventories.  The Company records its estimates of Discounts earned during the period on the accrual basis of accounting, giving proper consideration to whether those Discounts have been earned based on the terms of applicable arrangements, and to the levels of inventories remaining on-hand.  Receivables related to Discounts are regularly adjusted based on the best available information, and to actual amounts as the applicable arrangements are settled and cash is received.  The aggregate amount of these adjustments has not been significant to the Company’s operations.

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Omnicare’s consolidated selling, general and administrative (“operating”) expenses as a percentage of net sales amounted to 12.6% in 2013, versus the 13.1% experienced in the prior-year period.  Operating expenses for the year ended December 31, 2013 were favorably impacted by the continued progress in lowering operating expenses through the Company's non-drug purchasing program, lower payroll and employee benefit costs and reduced operating expenses due to the disposition of certain assets, primarily in the Company's medical supply services business. Partially offsetting these factors was increased depreciation expense for assets related to Omnicare's initiatives to improve its infrastructure and customer service and a reduction in net sales due to the impact of the increased availability and utilization of generic drugs.

Interest expense, net of investment income, was lower in 2013 than the prior-year period primarily due to the Company's refinancing activities completed in 2013 and 2012. See additional information at the "Debt" note of the Notes to Consolidated Financial Statements.

The effective tax rates are different than the federal statutory rates largely as a result of the impact of state and local income taxes and certain non-deductible litigation costs. The year over year change in the effective tax rate is primarily due to certain non-deductible charges related to the disposition of businesses and the litigation settlement charge recognized in 2013.  See further discussion at the “Income Taxes” note of the Notes to Consolidated Financial Statements.

2012 vs. 2011

Net sales for the year were positively impacted by drug price inflation and growth in SCG. Offsetting these factors was the unfavorable sales impact of the increased availability and utilization of generic drugs, reductions in reimbursement coupled with competitive pricing issues, and a lower average number of beds served. See discussion of sales and operating income results in more detail at the “Long-Term Care Group Segment” and “Specialty Care Group Segment” captions below.

Gross profit as a percentage of total net sales was 23.7% for the year ended December 31, 2012, as compared with 21.9% in 2011.  Gross profit was favorably affected by the increased availability and utilization of higher margin generic drugs, cost reduction and productivity improvement initiatives, the favorable dollar effect of drug price inflation, as well as growth in the SCG segment. Partially offsetting these factors was certain of the aforementioned items that, individually, served to reduce net sales, primarily the reductions in reimbursement coupled with competitive pricing issues, increased payroll and employee benefit costs in connection with the Company’s initiatives to improve its organizational structure and a lower average number of beds served.  

Omnicare’s operating expenses as a percentage of net sales amounted to 13.1% in 2012, versus 12.2% in the prior-year period.  Operating expenses for the year ended December 31, 2012 were unfavorably impacted by increased payroll and employee benefit costs as well as other costs associated with Omnicare's initiatives to improve its organizational structure and customer service. Partially offsetting these factors was the continued progress in the Company’s non-drug purchasing program. Also, negatively impacting the rate is the reduction in net sales due to the impact of the increased availability and utilization of generic drugs.

Interest expense, net of investment income, was lower in 2012 than the prior-year period primarily due to the Company's refinancing activities completed in 2012 and 2011 and certain debt redemption costs recorded in 2011 which were higher than similar costs recorded in 2012. See additional information at the "Debt" note of the Notes to Consolidated Financial Statements.

The effective tax rates are different than the federal statutory rates largely as a result of the impact of state and local income taxes and certain non-deductible litigation costs. The year over year change in the effective tax rate is primarily due to certain non-deductible charges relating to litigation settlements in 2011. See further discussion at the “Income Taxes” note of the Notes to Consolidated Financial Statements.

Long-Term Care Group Segment

	For the years ended December 31,
	2013		2012		2011
Net sales	$	4,627,871	$	4,789,551	$	5,060,387
Operating income	$	420,646	$	562,379	$	476,418
Scripts dispensed	112,460		113,556		114,346

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2013 vs. 2012

LTC net sales were unfavorably impacted by reductions in reimbursement coupled with competitive pricing issues related to the Company's facilities contracts as well as reduction in sales due to the disposition of certain assets, primarily in the Company's medical supply services business which was partially offset by drug price inflation. Also unfavorably impacting net sales was the increased availability and utilization of generic drugs which had a more adverse effect on the period due to the timing of generic conversions in 2012. When a drug converts from brand to generic, the Company's cost goes down, and a portion of that savings is passed on to LTC's customers, which also reduces sales, but increases gross profit. While the Company is focused on reducing its costs to mitigate the impact of drug pricing and reimbursement issues, there can be no assurance that such issues or other pricing and reimbursement pressures will not adversely impact LTC's net sales.

Operating income in 2013 was unfavorably affected by certain of the aforementioned items that, individually, served to reduce net sales, primarily the reductions in reimbursement and pricing, as well as the year-over-year impact of various "special items", further discussed in the "Special Items" section of this MD&A. Operating income was favorably impacted largely by the increased availability and utilization of higher margin generic drugs (which had a more favorable effect on the period due to the timing of generic conversions in 2012), cost reduction and productivity improvement initiatives, lower payroll and employee benefit costs, as well as the favorable dollar effect of drug price inflation.

2012 vs. 2011

LTC net sales were favorably impacted by drug price inflation, which was more than offset by reductions in reimbursement primarily relating to maximum allowable costs coupled with competitive pricing issues related to our facilities contracts and a lower average number of beds served. Also unfavorably impacting sales was the increased availability and utilization of generic drugs.

Operating income in 2012 was favorably impacted largely by the increased availability and utilization of higher margin generic drugs, cost reduction and productivity improvement initiatives, the favorable dollar effect of drug price inflation, as well as the year-over-year impact of various "special items" further discussed at the "Special Items" section of this MD&A. Operating income was unfavorably affected primarily by the operating income effect of certain of the aforementioned items that, individually, served to reduce net sales, primarily the reductions in reimbursement and pricing.  

Specialty Care Group Segment

	For the years ended December 31,
	2013		2012		2011
Net sales	$	1,384,003	$	1,078,627	$	820,965
Operating income	$	113,243	$	92,671	$	69,038

2013 vs. 2012

SCG net sales were positively impacted primarily by increased volume in programs with drug manufacturers coupled with higher prescription volumes and drug price inflation in our specialty pharmacy business.  Favorable drug utilization was driven primarily by growth in the Company's multiple sclerosis and oncology therapies.

Operating income was favorably affected primarily by the same factors as those impacting the net sales increase.  Partially offsetting these positive factors was the unfavorable impact of mix within the SCG segment toward business with lower margins, competitive pricing pressures, and investments in facilities and personnel in order to position the segment for future growth.  

2012 vs. 2011

SCG net sales were positively impacted primarily by higher drug utilization, higher prescription volumes and drug price inflation coupled with increased volume in programs with drug manufacturers.  Favorable drug utilization was driven primarily from growth in the company's multiple sclerosis and oncology therapies.

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Operating income was favorably affected primarily by the same factors as those impacting the net sales increase.  Partially offsetting these factors was the unfavorable impact of mix within the SCG segment toward business with lower margins, competitive pricing pressures and investments in facilities and personnel in order to position the segment for future growth.  

Restructuring and Other Related Charges

See discussion at the “Restructuring and Other Related Charges” note of the Notes to Consolidated Financial Statements.

Special Items

Omnicare management believes that presenting certain non-GAAP financial measures, which exclude items not considered part of the core operating results of the Company and certain non-cash charges ("Special Items"), enhances stockholders' understanding of how Omnicare management assesses the performance of the Company's businesses. Omnicare management uses non-GAAP measures for budgeting purposes, measuring actual operating results, allocating resources and in determining employee incentive compensation. Omnicare's method of calculating non-GAAP financial results may differ from those used by other companies and, therefore, comparability may be limited. Financial results for the three years ended December 31, 2013 from continuing operations included the Special Items presented in the table below, which also contains a reconciliation of our non-GAAP amounts to their most directly comparable GAAP financial measure (in thousands, except per share amounts):

	For the years ended December 31,
	2013		2012		2011
Settlement, litigation and other related charges (i)	$	167,465	$	49,375	$	55,031
Other charges (ii)	99,802		65,713		16,093
Subtotal - operating expense Special Items	267,267		115,088		71,124
Amortization of discount on convertible notes (iii)	24,567		24,073		24,195
Debt redemption costs - interest expense (iii)	4,784		12,363		25,491
Total Special Items	$	296,618	$	151,524	$	120,810
Total Special Items - after tax (iv)	$	204,623	$	91,711	$	82,175
Operating income	$	297,854	$	410,335	$	402,661
Operating expense Special Items	267,267		115,088		71,124
Adjusted operating income	$	565,121	$	525,423	$	473,785
Income from continuing operations	$	84,892	$	171,943	$	142,779
Total Special Items - after tax	204,623		91,711		82,175
Adjusted income from continuing operations	$	289,515	$	263,654	$	224,954

(i) See further discussion at the “Commitments and Contingencies” note of the Notes to Consolidated Financial Statements.

(ii) See further discussion at the “Other Charges” caption of the “Description of Business and Summary of Significant Accounting Policies” note of the Notes to Consolidated Financial Statements.

(iii) See further discussion at the “Debt” note of the Notes to Consolidated Financial Statements.

(iv) The tax effect was calculated by multiplying the tax-deductible pretax amounts by the appropriate effective tax rate.

Discontinued Operations

Net income for the years ended December 31, 2013, 2012 and 2011 was impacted by the results of discontinued operations, primarily due to impairment charges in the years ended December 31, 2013 and 2011. In the fourth quarter of 2013 the Company's Hospice business and Retail operations qualified for discontinued operation treatment. The Company recorded an impairment loss of $144.7 million to reduce the carrying value of the Hospice and Retail businesses to fair value. In the year ended December 31, 2011, the Company recorded an impairment charge of $73.1 million to reduce the carrying value of Contract Research Services, Tidewater, and the durable medical equipment business to fair value.

See further discussion at the “Discontinued Operations” note of the Notes to Consolidated Financial Statements.

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Impact of Inflation

The Company estimates that the impact of drug price inflation on its cost of sales for its highest dollar products during the three years ended December 31, 2013 ranged between approximately 5% to 8%. However, the impact on Omnicare's net income is significantly lower, because government and other reimbursement formulas, which impact sales, generally adjust to take into account drug price inflation or deflation.

Financial Condition, Liquidity and Capital Resources

Cash and cash equivalents (including restricted cash amounts) at December 31, 2013 were $356.0 million compared with $445.7 million at December 31, 2012.

The Company generated net cash flows from operating activities of continuing operations of $479.5 million (including $20 million of litigation settlement payments) during the year ended December 31, 2013, compared with $534.6 million and $546.1 million during the years ended December 31, 2012 and 2011, respectively.  Operating cash flows in 2013 were used primarily for debt payments, acquisition-related payments, capital expenditures, stock repurchases and dividend payments.   Net cash flows from operating activities during the year ended December 31, 2013 were favorably impacted primarily by the year-over-year change in accounts receivable and current and non-current liabilities, which was offset by the year-over-year change in inventory.  Inventory increased in the fourth quarter of 2013 as the Company took advantage of certain strategic purchasing initiatives. Also, the 2013 and 2012 periods included litigation settlement payments of $20 million and $50 million, respectively, see further discussion at the “Commitments and Contingencies” note of the Notes to Consolidated Financial Statements.  Net cash flows from operating activities were also impacted by a deposit made with our drug wholesaler in the fourth quarter of 2012 of $45 million. The Company made additional deposit payments of $19.8 million and $5.8 million in the first and fourth quarters of 2013, respectively. Net cash flows from operating activities during the year ended December 31, 2011 were favorably impacted by the year-over-year change in net income, inventories, accounts payable and non-trade receivables, which was partially offset by the reduced favorable impact of trade accounts receivable in comparison to the prior year, as well as tender premiums relating to the Company's debt restructuring activities (see further information in the cash flows used in financing activities discussion below).

Favorably impacting operating cash flow was the excess of tax deductible interest expense over book interest expense related to the Company’s 4.00% Junior Subordinated Convertible Debentures due 2033, 3.25% Senior Convertible Debentures due 2035, 3.75% Senior Subordinated Convertible Notes due 2025, 3.75% Senior Subordinated Convertible Notes due 2042 and 3.50% Senior Subordinated Convertible Notes due 2044.  This resulted in an increase in the Company’s deferred tax liabilities during the years ended December 31, 2013 and 2012 of $28.7 million and $20.8 million, respectively ($192.1 million cumulative as of December 31, 2013).  The recorded deferred tax liability could, under certain circumstances, be realized in the future upon conversion or redemption of the debt, which would serve to reduce operating cash flows.

Net cash used in investing activities of continuing operations was $86.6 million, $136.3 million and $152.7 million during the years ended December 31, 2013, 2012 and 2011, respectively. The year ended December 31, 2013 required outlays of $3.9 million for amounts payable relating to acquisitions.  Acquisitions of businesses during 2012 and 2011 required cash payments of $34.9 million and $101.9 million, respectively.  The 2013, 2012 and 2011 acquisition related outlays were funded primarily by operating cash flows. In the year ended December 31, 2013, the Company received $11.7 million related to the disposition of certain assets, primarily the medial supply services business.  In the year ended December 31, 2012, the Company received $19.2 million for the divestiture of its Canadian pharmacy and the Company's pharmacy operational software business. In the year ended December 31, 2011, the Company had net cash flows of approximately $13.1 million primarily relating to the divestiture of its CRO Services, Medical Equipment and Tidewater group purchasing businesses. Omnicare’s capital requirements, in addition to the payment of debt and dividends, are primarily comprised of its acquisition program and capital expenditures. The Company's capital expenditures were $95.0 million, $96.9 million and $60.7 million for the years ended December 31, 2013, 2012 and 2011, respectively. The increase relates to investment in information technology systems, primarily related to the Company's ongoing investment in the business to improve operations and customer service.

Net cash used in financing activities was $481.6 million, $531.2 million and $308.2 million during the years ended December 31, 2013, 2012 and 2011, respectively. On August 23, 2013, Omnicare entered into separate, privately negotiated exchange agreements under which the Company retired approximately $180.5 million in aggregate principal amount of outstanding 2025 Notes in exchange for its issuance of $424.3 million in aggregate principal amount of new 2044 Notes. Also, in 2013, the Company entered into separate, privately negotiated purchase agreements to repurchase approximately $5.2 million in aggregate principal amount of its outstanding 2025 notes and $150 million in aggregate principal amount of its outstanding 2020 Notes. The 2012 period includes the Company's 2012 refinancing activities, including (i) the Company amending and restating its senior unsecured credit agreement consisting of a $300 million five-year unsecured revolving credit facility and a $425 million five-year unsecured term

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loan facility, (ii) and the Company's 2012 debt exchange where it retired approximately $256.9 million of its outstanding 2025 Notes in exchange for its issuance of $390 million of new 3.75% Convertible Senior Subordinated Notes due 2042 and (iii) the Company's redemption of $25 million of its outstanding 3.25% Convertible Senior Debentures due 2035.

At December 31, 2013, there were no outstanding borrowings on the Company's five- year unsecured revolving credit facility and $398 million outstanding on the five-year senior unsecured term loan facility.  As of December 31, 2013, the Company had approximately $14 million outstanding relating to standby letters of credit, substantially all of which are subject to automatic annual renewals.

The following chart summarizes the Company's stock repurchase programs as approved by the Board of Directors in effect for the periods ended December 31, 2010 through December 31, 2013 (in thousands):

Date Approved	Amount Approved		Term Date	Remaining Repurchase Authority
May 3, 2010	$	200,000	May 3, 2012	—
May 26, 2011	$	100,000	December 31, 2012	—
February 21, 2012	$	200,000	February 28, 2014	—
September 12, 2012	$	350,000	December 31, 2014	$	—
December 4, 2013	$	500,000	December 31, 2015	$	500,000

As part of the Company's share repurchase program, on May 23, 2013, the Company entered into an accelerated share repurchase agreement (“JP ASR”) with J.P. Morgan Securities LLC as agent for JPMorgan Chase Bank, National Association, London Branch ("JPMorgan"). Pursuant to the JP ASR, the Company made a $100 million payment to JPMorgan on May 24, 2013 and received an initial number of approximately 1.3 million shares of its outstanding common stock from JPMorgan on the same day. The initial shares were valued at $60 million and recorded in treasury stock. The remaining $40 million balance was recorded as an equity forward contract and was included in paid in capital at the time of the JP ASR. The equity forward contract was settled with approximately 0.4 million additional shares of the Company's common stock and $19.0 million in cash delivered by JPMorgan to the Company during the third quarter of the year ended December 31, 2013.

In 2012, the Company entered into an accelerated share repurchase agreement (“GS ASR”) with Goldman, Sachs & Co. ("Goldman"). Pursuant to the GS ASR, the Company made a $250 million payment to Goldman on November 30, 2012 and received an initial number of approximately 5.8 million shares of its outstanding common stock from Goldman on the same day. The initial shares were valued at $200 million and recorded in treasury stock. The remaining $50 million balance was recorded as an equity forward contract, which was included in paid in capital at December 31, 2012. The equity forward contract was settled with approximately 0.6 million additional shares of the Company's common stock being delivered by Goldman to the Company during the second quarter of the year ended December 31, 2013.

The Company had approximately $500 million of share repurchase authority remaining as of December 31, 2013. In the year ended December 31, 2013, the Company repurchased approximately 4.8 million shares (including shares pursuant to the ASR agreement) at an aggregate cost of approximately $221.0 million, for a cumulative amount of approximately 24.0 million shares and approximately $850 million from the inception of the program in May 2010 through December 31, 2013.   In the year ended December 31, 2012, the Company repurchased approximately 10 million shares at an aggregate cost of approximately $339 million. In the year ended December 31, 2011, the Company repurchased approximately 4.8 million shares at an aggregate cost of approximately $140 million.

On December 4, 2013, the Company’s Board of Directors declared a quarterly cash dividend of 20 cents per share for an indicated annual rate of 80 cents per share for 2014, which is greater than the annual dividends paid per share in each of the 2013 and 2012 years.  Aggregate dividends of $62.9 million paid during 2013 were higher than the $45.2 million paid in 2012 and the $17.2 million paid in 2011, due primarily to an increase in dividends paid per share to 62 cents in 2013 as compared to 42 cents and 15 cents per share paid in 2012 and 2011, respectively.

There were no known material commitments and contingencies outstanding at December 31, 2013, other than the contractual obligations summarized in the “Disclosures About Aggregate Contractual Obligations and Off-Balance Sheet Arrangements” caption below, certain acquisition-related payments potentially due in the future, including deferred payments, indemnification payments and payments originating from earnout and other provisions that may become payable, as well as the matters discussed in the “Commitments and Contingencies” note of the Notes to Consolidated Financial Statements.

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The Company believes that net cash flows from operating activities, credit facilities and existing cash balances will be sufficient to satisfy its future working capital needs, acquisition contingency commitments, debt servicing, capital expenditures and other financing requirements for at least the next year, although no assurances can be given in that regard.  Additionally, the Company believes that external sources of financing, including short- and long-term debt financings, are available.  Omnicare may not be able to refinance maturing debt at terms that are as favorable as those from which the Company previously benefited or at terms that are acceptable to Omnicare.  In addition, no assurances can be given regarding the Company’s ability to obtain additional financing in the future.

Disclosures About Aggregate Contractual Obligations and Off-Balance Sheet Arrangements

Aggregate Contractual Obligations:

The following summarizes the Company’s aggregate contractual obligations as of December 31, 2013, and the effect such obligations are expected to have on the Company’s liquidity and cash flows in future periods (in thousands):

	Total		Less Than 1 Year		1-3 Years		4-5 Years		More than 5 Years
Debt obligations	$	2,479,749	$	850,811	$	42,500	$	334,688	$	1,251,750
Capital lease obligations	20,685		7,620		10,402		2,663		—
Operating lease obligations	109,644		26,113		37,594		24,851		21,086
Purchase obligations	38,140		29,967		4,802		3,371		—
Other current obligations	196,604		196,604		—		—		—
Other long-term obligations	43,854		—		37,097		3,161		3,596
Subtotal	2,888,676		1,111,115		132,395		368,734		1,276,432
Future interest relating to debt and
capital lease obligations(a)	1,578,507		87,586		173,688		165,426		1,151,807
Total contractual cash obligations	$	4,467,183	$	1,198,701	$	306,083	$	534,160	$	2,428,239

(a) Represents estimated future interest costs based on the stated fixed interest rate of the debt, or the variable interest rate in effect at period end for variable interest rate debt.  The estimated future interest costs presented in this table do not include any amounts potentially payable associated with the contingent interest and interest reset provisions of the Company’s convertible debentures and notes, as applicable.  To the extent that any debt would be paid off by Omnicare prior to the stated due date or refinanced, the estimated future interest costs would change accordingly.  Further, these analyses do not consider the effects of potential changes in the Company’s credit rating on future interest costs, changes in variable interest rates, as well as any tax effects associated with the Company’s interest costs.

As of December 31, 2013, the Company had approximately $14 million outstanding relating to standby letters of credit, substantially all of which are subject to automatic annual renewals.

Off-Balance Sheet Arrangements:

As of December 31, 2013, the Company had two unconsolidated entities, Omnicare Capital Trust I (“Trust I”) and Omnicare Capital Trust II (“Trust II”), which were established for the purpose of facilitating the offerings of the 4.00% Trust Preferred Income Equity Redeemable Securities (the “Series A PIERS”) and the Series B 4.00% Trust Preferred Income Equity Redeemable Securities (the “Series B PIERS”), respectively.  For financial reporting purposes, Trust I and Trust II are treated as equity method investments of the Company.  Trust I and Trust II are wholly-owned finance subsidiaries of the Company.  The Company has fully and unconditionally guaranteed the securities of Trust I and Trust II.  The 4.00% Junior Subordinated Convertible Debentures due 2033 issued by the Company to Trust I (the "Series A Debentures") and issued to Trust II (the "Series B Debentures") in connection with the issuance of the Series A PIERS and the Series B PIERS, respectively, are presented as a single line item in Omnicare’s consolidated balance sheets and debt footnote disclosures.  Additionally, the related disclosures concerning the Series A PIERS and the Series B PIERS, the guarantees, and the Series A Debentures and Series B Debentures are included in the “Debt” note of the Notes to Consolidated Financial Statements.  Omnicare records interest payable to Trust I and Trust II as interest expense in its consolidated statement of income.

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As of December 31, 2013, the Company had no other unconsolidated entities, or any financial partnerships, such as entities often referred to as structured finance or special purpose entities, which might have been established for the purpose of facilitating off-balance sheet arrangements.

Quantitative and Qualitative Disclosures about Market Risk

Omnicare’s primary market risk exposure relates to variable interest rate risk through its variable interest debt and swap agreements related to certain of the Company’s borrowings. Accordingly, market risk loss is primarily defined as the potential loss in earnings due to higher interest rates for certain debt of the Company. The modeling technique used by Omnicare for evaluating interest rate risk exposure involves performing sensitivity analysis on the variable-rate debt, assuming a change in interest rates of 100 basis-points. Among the Company’s debt obligations is $398 million outstanding under the variable-rate Senior Term Loan, due 2017, at an interest rate of 1.92% at December 31, 2013 (a 100 basis point change in the interest rate would increase or decrease interest expense by approximately $4.0 million per year). The Company has entered into swap agreements on all $400 million aggregate principal outstanding of its 2020 Notes (the "7.75% Swap Agreements"). Under the 7.75% Swap Agreements, which are designed to effectively lower the Company's cost, but subject the Company to variable interest rate risk, the Company receives a fixed rate of 7.75% and pays a floating rate based on LIBOR with a maturity of six months, plus a weighted average spread of 3.87%. The weighted average estimated LIBOR-based floating rate (including the 3.87% spread) was 4.22% at December 31, 2013 (a 100 basis-point change in the interest rate would increase or decrease interest expense by approximately $4.0 million per year). In addition, the Company has a bond portfolio comprised of high quality corporate bonds and government bonds that is managed by a third-party and had a fair value at December 31, 2013 of approximately $25.1 million (a 100 basis-point change in the interest rates of the entire portfolio would increase or decrease the fair valueby approximately $0.3 million).

The fair value of the Company’s fixed-rate debt facilities is based on quoted market prices in an active market (Level 1) and is summarized as follows (in thousands):

Fair Value of Financial Instruments

	December 31, 2013				December 31, 2012
Financial Instrument:	Book Value		Market Value		Book Value		Market Value
7.75% senior subordinated notes, due 2020, gross	$	400,000	$	435,800	$	550,000	$	614,600
3.75% convertible senior subordinated notes, due 2025
Carrying value	87,310		—		204,608		—
Unamortized debt discount	45,098		—		113,446		—
Principal amount	132,408		306,500		318,054		459,600
4.00% junior subordinated convertible debentures, due 2033
Carrying value	186,136		—		206,266		—
Unamortized debt discount	121,017		—		138,734		—
Principal amount	307,153		455,900		345,000		331,600
3.25% convertible senior debentures, due 2035
Carrying value	393,126		—		377,782		—
Unamortized debt discount	34,374		—		49,718		—
Principal amount	427,500		457,400		427,500		425,400
3.75% convertible senior debentures, due 2042
Carrying value	225,014		—		229,624		—
Unamortized debt discount	164,986		—		160,376		—
Principal amount	390,000		592,800		390,000		397,100
3.50% convertible senior debentures, due 2044
Carrying value	216,643		—		—		—
Unamortized debt discount	207,607		—		—		—
Principal amount	424,250		428,500		—		—

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See further discussion of the Company’s debt, swap agreements and derivative instruments at the “Debt” and “Fair Value” notes of the Notes to Consolidated Financial Statements.

The Company does not have any financial instruments held for trading purposes.

Critical Accounting Policies

The Company’s consolidated financial statements are prepared in accordance with U.S. GAAP.  In connection with the preparation of these financial statements, Omnicare management is required to make assumptions, judgments, and estimates that affect the reported amounts of assets, liabilities, stockholders' equity, revenues and expenses and the related disclosure of commitments and contingencies.  On a regular basis, the Company evaluates its critical estimates giving consideration to a combination of factors, including historical experience, current conditions, feedback from outside advisors where feasible, and on various other assumptions that are believed to be reasonable at the time and under the current circumstances.  The Company's significant accounting policies are summarized in the “Description of Business and Summary of Significant Accounting Policies” note of the Notes to Consolidated Financial Statements.

In many cases, the accounting treatment of a particular transaction is specifically dictated by U.S. GAAP and does not require significant management judgment in its application.  There are also areas in which management’s judgment in selecting among available alternatives would not produce a materially different result.  An accounting policy is considered to be critical if it is important to the determination of the registrant’s financial position and operating results, and requires significant judgment and estimates on the part of management in its application.  If actual results were to differ materially from the judgments and estimates made, the Company’s reported financial position and/or operating results could be materially affected.  The Company believes the following critical accounting policies and estimates involve more significant judgments and estimates used in the preparation of the consolidated financial statements.

Revenue Recognition

In general, Omnicare recognizes revenue when products are delivered or services are rendered or provided to the customer, prices are fixed and determinable and collection is reasonably assured.

A significant portion of the Company’s revenues from sales of pharmaceutical and medical products are reimbursed by the federal Medicare Part D program and, to a lesser extent, state Medicaid programs.  Payments for services rendered to patients covered by these programs are generally less than billed charges.  The Company monitors its revenues and receivables from these reimbursement sources, as well as other third-party insurance payors, and records an estimated contractual allowance for sales and receivable balances at the revenue recognition date, to properly account for anticipated differences between billed and reimbursed amounts.  Accordingly, the total net sales and receivables reported in the Company’s financial statements are recorded at the amount ultimately expected to be received from these payors.  Since billing functions for a portion of the Company’s revenue systems are largely computerized, enabling on-line adjudication (i.e., submitting charges to Medicare, Medicaid or other third-party payors electronically, with simultaneous feedback of the amount to be paid) at the time of sale to record net revenues, exposure to estimating contractual allowance adjustments is limited primarily to unbilled and/or initially rejected Medicare, Medicaid and third-party claims (typically approved for reimbursement once additional information is provided to the payor).  For the remaining portion of the Company’s revenue systems, the contractual allowance is estimated for all billed, unbilled and/or initially rejected Medicare, Medicaid and third-party claims.  The Company evaluates several criteria in developing the estimated contractual allowances on a monthly basis, including historical trends based on actual claims paid, current contract and reimbursement terms, and changes in customer base and payor/product mix.  Contractual allowance estimates are adjusted to actual amounts as cash is received and claims are settled, and the aggregate impact of these resulting adjustments were not significant to the Company’s operations for any of the periods presented.  Further, Omnicare does not expect the effects of a change in estimate related to unsettled December 31, 2013 contractual allowance amounts from Medicare, Medicaid and third-party payors to be significant to its future consolidated results of operations, financial position and cash flows.

Patient co-payments are associated with Medicare Part D, certain state Medicaid programs, Medicare Part B and certain third-party payors and are typically not collected at the time products are delivered or services are rendered, but are billed to the individual as part of the Company’s normal billing procedures.  These co-payments are subject to the Company’s normal accounts receivable collections procedures.

Under certain circumstances, the Company accepts returns of medications and issues a credit memo to the applicable payor.  The Company estimates and accrues for sales returns based on historical return experience, giving consideration to the Company’s

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return policies.  Product returns are processed in the period received and are not significant when compared to the overall sales and gross profit of the Company.

Allowance for Doubtful Accounts

Collection of accounts receivable from customers is the Company’s primary source of operating cash flow and is critical to Omnicare’s operating performance, cash flows and financial condition.  Omnicare’s primary collection risk relates to facility and private pay customers, as billings to these customers can be complex and may lead to disputes and/or delays in payments.  The Company provides a reserve for accounts receivable considered to be at increased risk of becoming uncollectible by establishing an allowance to reduce the carrying value of such receivables to their estimated net realizable value.  Omnicare establishes this allowance for doubtful accounts and considers such factors as historical collection experience (i.e., payment history and credit losses) and creditworthiness, specifically identified credit risks, aging of accounts receivable by payor category, current and expected economic conditions and other relevant factors.  Management reviews this allowance for doubtful accounts on an ongoing basis for appropriateness.  Judgment is used to assess the collectability of account balances and the economic ability of customers to pay.

The allowance for doubtful accounts as of December 31, 2013 was $202.6 million, compared with $264.1 million at December 31, 2012.  The allowance for doubtful accounts represented 22.6% and 24.3% of gross receivables (net of contractual allowance adjustments) as of December 31, 2013 and December 31, 2012, respectively.  The decrease in the allowance for doubtful accounts is related to an increase in write-offs of accounts receivable balances prior to the implementation of the Company's new ERP system. Unforeseen future developments could lead to changes in the Company’s provision for doubtful accounts levels and future allowance for doubtful accounts percentages, which could materially impact the overall financial results, financial position or cash flows of the Company.  For example, a one percentage point increase in the allowance for doubtful accounts as a percentage of gross receivables as of December 31, 2013 would result in an increase to the provision for doubtful accounts and related allowance for doubtful accounts of approximately $9.0 million.

Patient charges pending approval from Medicare, Medicaid and third-party payors are primarily billed as private pay and, where applicable, are recorded net of an estimated contractual allowance at period end.  Once an approval to bill Medicare, Medicaid and/or third-party payors has been obtained, the private pay balance is reversed and a corresponding Medicare, Medicaid or third-party receivable amount is recorded.  The Company’s policy is to resolve accounts receivable with pending status as soon as practicable.  Pending accounts receivable balances were not a significant component of the overall accounts receivable balance at December 31, 2013.

Omnicare has standard policies and procedures for collection of its accounts receivable.  The Company’s collection efforts generally include the mailing of statements, followed up when necessary with delinquency notices, personal and other contacts, the use of an in-house national collections department or outside collection agencies, and potentially mediation/arbitration or litigation when accounts are considered unresponsive.  

Omnicare’s collection efforts primarily relate to its facility and private pay customers, as well as efforts to collect/rework Medicare Part D copays and rejected claims.  When Omnicare becomes aware that a specific customer is potentially unable to meet part or all of its financial obligations, for example, as a result of bankruptcy or deterioration in the customer’s operating results or financial position, the national credit and collections department includes the exposed balance in its allowance for doubtful accounts requirements.  At such time that a balance is definitively deemed to be uncollectible, the balance is written off against the allowance for doubtful accounts.  At December 31, 2013, the Company does not have a significant portion of its overall accounts receivable balance placed in mediation/arbitration, litigation or with outside collection agencies.

Given the Company's experience, management believes that the aggregate reserves for potential losses are adequate, but if any of the Company's larger customers were to unexpectedly default on their obligations to Omnicare, the Company’s overall allowances for doubtful accounts may prove to be inadequate.  In particular, if economic conditions worsen, the payor mix shifts significantly or the Company's customers' reimbursement rates are adversely affected, impacting Omnicare’s customers' ability to pay their bills, management may adjust the allowance for doubtful accounts accordingly, and the Company’s accounts receivable collections, cash flows, financial position and results of operations would be adversely affected.

See further discussion at the “Accounts Receivable” caption of the “Description of Business and Summary of Significant Accounting Policies” note of the Notes to Consolidated Financial Statements.

Goodwill

The Company has adopted the revised authoritative guidance regarding the testing for goodwill impairment that allows an entity the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality

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of events or circumstances, an entity determines it is more likely than not that the fair value of a reporting unit is less than the carrying amount then the Company would perform the two step goodwill impairment test. The first step, used to identify potential impairment, is a comparison of the reporting unit's estimated fair value to its carrying value, including goodwill. If the fair value of the reporting unit exceeds its carrying value, applicable goodwill is considered not to be impaired. If the carrying value exceeds fair value, there is an indication of impairment and the second step is performed to measure the amount of the impairment, if any. The second step requires the Company to calculate an implied fair value of goodwill at the reporting unit level. If the goodwill assigned to a reporting unit exceeds the implied fair value of the goodwill, an impairment charge is recorded for the excess.

The Company performed a quantitative step one goodwill impairment test as part of its 2013 annual assessment. The estimated fair value of the Company's reporting units was based on discounted cash flows, which required significant management judgment, as well as a market approach that compared the reporting units' earnings and revenue multiples to those of comparable public companies. For the Company's continuing operations, the outcome of step one resulted in a fair value that was greater than the carrying value, indicating that goodwill was not impaired.

In 2012, the Company's goodwill impairment analysis included an assessment of certain qualitative factors including, but not limited to, macroeconomic, industry and market conditions; cost factors that have a negative effect on earnings; overall financial performance; the movement of the Company's share price; and other relevant entity and reporting unit specific events. The Company considered the qualitative factors and weighted the evidence obtained and determined that it is not more likely than not that the fair value of any reporting unit is less than its carrying amount. In 2011, the Company performed its annual goodwill impairment analysis under the same guidance and, except for the 2011 Contract Research Services (“CRO Services”) goodwill impairment charge discussed at the "Discontinued Operations" note of the Notes to Consolidated Financial Statements, concluded that goodwill had not been impaired. Although the Company believes the factors considered in the impairment analysis are reasonable, significant changes in any one of our assumptions could produce a significantly different result.

Taxes

The Company estimates its current and deferred tax assets and liabilities, including those relating to acquired subsidiaries, based on current tax laws in the statutory jurisdictions in which it operates.  These estimates include judgments about deferred tax assets and liabilities resulting from temporary differences between the financial statement carrying amounts and the tax basis of assets and liabilities, as well as the realization of deferred tax assets (including those relating to net operating losses).  The deferred tax assets and liabilities are determined based on the enacted tax rates expected to apply in the periods in which the deferred tax assets or liabilities are expected to be settled or realized.

Omnicare periodically reviews its deferred tax assets for recoverability and establishes a valuation allowance if it is more likely than not that some portion or all of a deferred tax asset will not be realized.  The determination as to whether a deferred tax asset will be realized is made on a jurisdictional basis and is based on the evaluation of positive and negative evidence.  This evidence includes historical taxable income, projected future taxable income, the expected timing of the reversal of existing temporary differences and the implementation of tax planning strategies.  Projected future taxable income is based on the Company’s expected results and assumptions as to the jurisdiction in which the income will be earned.  The expected timing of the reversals of existing temporary differences is based on current tax law and Omnicare’s tax methods of accounting.  If the Company is unable to generate sufficient future taxable income by jurisdiction, or if there is a material change in the actual effective tax rates or the time period within which the underlying temporary differences become taxable or deductible, or if the tax laws change unfavorably, then the Company could be required to increase its valuation allowance against its deferred tax assets, resulting in an increase in the effective tax rate and related tax expense.

The Company also reviews its tax liabilities, including those relating to acquired subsidiaries, giving consideration to the relevant authoritative guidance, including accounting for uncertainty in income taxes, which provides guidance for the financial statement recognition and measurement of income tax positions taken or expected to be taken in a tax return. Under this authoritative guidance, recognition and measurement are considered discrete events.  The recognition threshold is met when it is determined a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination by the relevant taxing authority.  If a tax position does not meet the more likely than not recognition threshold, the benefit of that position is not recognized in the financial statements.  A tax position that meets the more likely than not recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that has a 50 percent likelihood of being realized upon ultimate resolution with a taxing authority.

Omnicare operates in a significant number of states and tax jurisdictions with varying tax laws.  The Company is subject to both federal and state audits of tax returns in the normal course of business.  While the Company believes it has provided adequately for tax liabilities in its consolidated financial statements, adverse determinations by applicable taxing authorities could have a material adverse effect on Omnicare’s consolidated financial position, results of operations or cash flows.  If the provisions for current or deferred taxes is not adequate, if the Company is unable to realize certain deferred tax assets or if the tax laws change

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unfavorably, the Company could potentially experience tax losses.  Likewise, if provisions for current and deferred taxes are in excess of those eventually needed, if the Company is able to realize additional deferred tax assets or if tax laws change favorably, the Company could experience potential tax gains.  A one percentage point change in the Company's overall 2013, 2012 and 2011 effective tax rates would impact tax expense and income from continuing operations by $1.7 million, $2.8 million and $2.4 million, respectively.

Legal Contingencies

As part of its ongoing operations, the Company is subject to various inspections, audits, inquiries, investigations and similar actions by third parties, as well as governmental/regulatory authorities responsible for enforcing the laws and regulations to which the Company is subject (and including reviews of individual Omnicare pharmacies' reimbursement documentation and administrative practices). Oftentimes, these inspections, audits, investigations and inquiries relate to prior periods, including periods predating Omnicare’s actual ownership of a particular acquired unit. Further, under the federal False Claims Act, private parties have the right to bring qui tam, or “whistleblower,” suits against companies that submit false claims for payments to, or improperly retain overpayments from, the government. Some states have adopted similar whistleblower and false claims provisions. The Company from time to time receives government inquiries from federal and state agencies regarding compliance with various healthcare laws. In addition, the Company is involved with various legal actions arising in the normal course of business. At any point in time, the Company is in varying stages of discussions on these matters. Each quarter, the Company reviews, including consultation with its outside legal advisors where applicable, the status of inspections, audits, inquiries, investigations, legal claims and legal proceedings and assesses its potential financial exposure.

Omnicare records accruals for such contingencies to the extent that the Company concludes that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. To the extent the amount of a probable loss is estimable only by reference to a range of equally probable outcomes, and no amount within the range appears to be a better estimate than any other amount, the low end of the range is accrued. These matters are continuously being evaluated and, in many cases, are being contested by the Company and the outcome is not predictable. The inherently unpredictable nature of legal proceedings may be exacerbated by various factors from time to time, including: (i) the damages sought in the proceedings are unsubstantiated or indeterminate; (ii) discovery is not complete; (iii) the proceeding is in its early stages; (iv) the matters present legal uncertainties; (v) there are significant facts in dispute; (vi) there are a large number of parties (including where it is uncertain how liability, if any, will be shared among multiple defendants); or (vii) there is a wide range of potential outcomes. With respect to violations of the False Claims Act, treble damages and/or additional penalties per claim will apply.

Because of inherent uncertainties related to these matters, the use of estimates, assumptions, judgments and external factors beyond the Company's control, accruals are based on the best information available at the time. As additional information becomes available, Omnicare reassesses the potential liability related to any pending inspections, audits, inquiries, investigation, claims and litigation and may revise its estimated exposure upward or downward accordingly, including any related disclosure. Such revision in the estimates of the potential liabilities could have a material impact on the Company's consolidated financial statements.

Information pertaining to legal proceedings is further discussed at the “Commitments and Contingencies” note of the Notes to Consolidated Financial Statements.

Recently Issued Accounting Standards

Information pertaining to recently issued accounting standards is further discussed at the “Recently Issued Accounting Standards” caption of the “Description of Business and Summary of Significant Accounting Policies” note of the Notes to Consolidated Financial Statements.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 Regarding Forward-Looking Information

In addition to historical information, this report contains certain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, all statements regarding the intent, belief or current expectations regarding the matters discussed or incorporated by reference in this document (including statements as to “beliefs,” “expectations,” “anticipations,” “intentions” or similar words) and all statements which are not statements of historical fact. Such forward-looking statements, together with other statements that are not historical, are based on management’s current expectations and involve known and unknown risks, uncertainties, contingencies and other factors that could cause results, performance or achievements to differ materially from those stated. The most significant of these risks and uncertainties are described in the Company’s Form 10-K, Form 10-Q and Form 8-K reports filed with the Securities and Exchange Commission and include, but are not limited to: overall economic, financial, political and business conditions; trends in the long-term healthcare and pharmaceutical industries; the ability to attract new clients and service contracts and retain existing clients and service contracts; the ability to consummate pending acquisitions on favorable terms or at all; trends for the continued growth of the Company’s businesses; trends in drug pricing; delays and reductions in reimbursement by the

34

government and other payors to customers and to the Company; the overall financial condition of the Company’s customers and the ability of the Company to assess and react to such financial condition of its customers; the ability of vendors and business partners to continue to provide products and services to the Company; the successful integration of acquired companies and realization of contemplated synergies; the continued availability of suitable acquisition candidates; the ability to attract and retain needed management; competition for qualified staff in the healthcare industry; variations in demand for the Company’s products and services; variations in costs or expenses; the ability to implement productivity, consolidation and cost reduction efforts and to realize anticipated benefits; the potential impact of legislation, government regulations, and other government action and/or executive orders, including those relating to Medicare Part D, including its implementing regulations and any subregulatory guidance; reimbursement and drug pricing policies and changes in the interpretation and application of such policies, including changes in calculation of average wholesale price; discontinuation of reporting average wholesale price, and/or implementation of new pricing benchmarks; legislative and regulatory changes impacting long term care pharmacies; government budgetary pressures and shifting priorities; federal and state budget shortfalls; efforts by payors to control costs; changes to or termination of the Company’s contracts with pharmaceutical benefit managers, Medicare Part D Plan sponsors and/or commercial health insurers or to the proportion of the Company’s business covered by specific contracts; the outcome of disputes and litigation; potential liability for losses not covered by, or in excess of, insurance; the impact of executive separations; the impact of benefit plan terminations; the impact of differences in actuarial assumptions and estimates as compared to eventual outcomes; events or circumstances which result in an impairment of assets, including but not limited to, goodwill and identifiable intangible assets; the final outcome of divestiture activities; market conditions; the outcome of audit, compliance, administrative, regulatory, or investigatory reviews; volatility in the market for the Company’s stock and in the financial markets generally; access to adequate capital and financing; tax laws and regulations; changes in accounting rules and standards; the impacts of potential cybersecurity risks and/or incidents; costs to comply with the Company’s Corporate Integrity Agreements; and unexpected costs and interruptions from the implementation of our new information technology system. Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, the Company’s actual results, performance or achievements could differ materially from those expressed in, or implied by, such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as otherwise required by law, the Company does not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

ITEM 7A. – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information set forth under the caption “Quantitative and Qualitative Disclosures about Market Risk” in Item 7 of this Annual Report is incorporated by reference herein.

ITEM 8. - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Consolidated Financial Statements and Financial Statement Schedule

		PAGE
Financial Statements:
	Report of Independent Registered Public Accounting Firm	36
	Consolidated Statements of Comprehensive Income (Loss)	37
	Consolidated Balance Sheets	38
	Consolidated Statements of Cash Flows	39
	Consolidated Statements of Stockholders' Equity	40
	Notes to Consolidated Financial Statements	41
Financial Statement Schedule
	II - Valuation and Qualifying Accounts	93

All other financial statement schedules are omitted because they are not applicable or because the required information is shown elsewhere in the Consolidated Financial Statements or Notes thereto.

35

Report of Independent Registered Public Accounting Firm

To the Stockholders and

Board of Directors of Omnicare, Inc.

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Omnicare, Inc. and its subsidiaries at December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America.  In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.  Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013 based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A.  Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company's internal control over financial reporting based on our integrated audits.  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects.  Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Cincinnati, OH

February 19, 2014

36

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

OMNICARE,  INC.  AND  SUBSIDIARY  COMPANIES

(in thousands, except per share data)

	For the years ended December 31,
	2013			2012			2011
Net sales	$	6,013,398		$	5,878,464		$	5,896,606
Cost of sales	4,592,536			4,483,042			4,603,620
Gross profit	1,420,862			1,395,422			1,292,986
Selling, general and administrative expenses	756,180			772,004			722,167
Provision for doubtful accounts	99,561			97,995			97,034
Settlement, litigation and other related charges	167,465			49,375			55,031
Other charges	99,802			65,713			16,093
Operating income	297,854			410,335			402,661
Interest expense, net of investment income	(123,870		)	(135,103		)	(160,103		)
Income from continuing operations before income taxes	173,984			275,232			242,558
Income tax provision	89,092			103,289			99,779
Income from continuing operations	84,892			171,943			142,779
Income (loss) from discontinued operations, net of income tax	(128,324		)	22,931			(55,855		)
Net income (loss)	$	(43,432	)	$	194,874		$	86,924
Earnings (loss) per common share - Basic:
Continuing operations	$	0.83		$	1.57		$	1.26
Discontinued operations	(1.26		)	0.21			(0.49		)
Net income (loss)	$	(0.43	)	$	1.78		$	0.77
Earnings (loss) per common share - Diluted:
Continuing operations	$	0.78		$	1.52		$	1.25
Discontinued operations	(1.17		)	0.20			(0.49		)
Net income (loss)	$	(0.39	)	$	1.73		$	0.76
Weighted average number of common shares outstanding:
Basic	102,080			109,531			113,000
Diluted	109,449			112,988			114,781
Other comprehensive income (loss), net of tax
Cumulative translation adjustment	$	—		$	1,384		$	(4,691	)
Unrealized appreciation (depreciation) in fair value of investments	(274		)	(151		)	(1,274		)
Amortization of pension benefit gain and actuarial loss	553			(1,363		)	(7		)
Total other comprehensive income (loss), net of tax	279			(130		)	(5,972		)
Comprehensive income (loss)	$	(43,153	)	$	194,744		$	80,952

The Notes to Consolidated Financial Statements are an integral part of these statements.

37

CONSOLIDATED BALANCE SHEETS

OMNICARE,  INC.  AND  SUBSIDIARY  COMPANIES

(in thousands, except share data)

	December 31,
	2013			2012
ASSETS
Current assets:
Cash and cash equivalents	$	356,001		$	444,620
Restricted cash	5			1,066
Accounts receivable, less allowances of $202,602 (2012-$264,105)	695,684			822,055
Inventories	512,418			374,620
Deferred income tax benefits	135,094			136,186
Other current assets	265,531			252,498
Current assets of discontinued operations	49,995			57,814
Total current assets	2,014,728			2,088,859
Properties and equipment, at cost less accumulated depreciation      of $263,603 (2012-$267,647)	305,888			272,860
Goodwill	4,057,456			4,061,303
Identifiable intangible assets, less accumulated amortization of      $227,657 (2012-$204,741)	129,974			165,099
Other noncurrent assets	96,722			163,264
Noncurrent assets of discontinued operations	87,078			237,879
Total noncurrent assets	4,677,118			4,900,405
Total assets	$	6,691,846		$	6,989,264
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	181,022		$	192,080
Accrued employee compensation	50,240			71,401
Current debt	527,204			27,713
Other current liabilities	355,845			174,057
Current liabilities of discontinued operations	18,846			16,763
Total current liabilities	1,133,157			482,014
Long-term debt, notes and convertible debentures	1,418,819			2,030,030
Deferred income tax liabilities	1,012,733			914,660
Other noncurrent liabilities	53,835			53,874
Noncurrent liabilities of discontinued operations	1,398			2,974
Total noncurrent liabilities	2,486,785			3,001,538
Total liabilities	3,619,942			3,483,552
Convertible debt (Note 11)	331,101			—
Commitments and contingencies (Note 18)
Stockholders' equity:
Preferred stock, no par value, 1,000,000 shares authorized, none      issued and outstanding	—			—
Common stock, $1 par value, 200,000,000 shares authorized, 134,623,736     shares issued (2012-133,503,156 shares issued)	134,624			133,503
Paid-in capital	2,047,195			2,419,970
Retained earnings	1,693,799			1,801,075
Treasury stock, at cost- 34,013,923 shares (2012- 28,851,671 shares)	(1,132,274		)	(846,016		)
Accumulated other comprehensive (loss) income	(2,541		)	(2,820		)
Total stockholders' equity	2,740,803			3,505,712
Total liabilities and stockholders' equity	$	6,691,846		$	6,989,264

The Notes to Consolidated Financial Statements are an integral part of these statements.

38

CONSOLIDATED STATEMENTS OF CASH FLOWS

OMNICARE, INC. AND SUBSIDIARY COMPANIES

(in thousands)	For the years ended December 31,
	2013			2012			2011
Cash flows from operating activities:
Net income (loss)	$	(43,432	)	$	194,874		$	86,924
(Income) loss from discontinued operations	128,324			(22,931		)	55,855
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Depreciation	56,013			49,048			43,735
Amortization	76,947			79,489			81,919
Write-off of debt issuance costs	4,784			12,466			6,012
Debt redemption tender offer premium	—			—			(19,582		)
Disposition of business	39,245			—			—
Loss on debt extinguishment	51,496			35,092			—
Deferred tax provision	61,932			95,327			65,078
Changes in assets and liabilities, net of effects from acquisition and divestiture of businesses:
Accounts receivable, net of provision for doubtful accounts	77,441			74,220			101,621
Inventories	(138,028		)	38,066			2,731
Current and noncurrent assets	65,138			44,017			138,112
Accounts payable	(11,649		)	(70,531		)	28,580
Accrued employee compensation	(19,856		)	12,895			1,647
Current and noncurrent liabilities	131,159			(7,403		)	(46,484		)
Net cash flows from operating activities of continuing operations	479,514			534,629			546,148
Net cash flows from (used in) operating activities of discontinued operations	(12,454		)	9,855			3,874
Net cash flows from operating activities	467,060			544,484			550,022
Cash flows from investing activities:
Acquisition of businesses, net of cash received	(3,895		)	(34,873		)	(101,933		)
Divestiture of businesses, net	11,658			19,207			13,099
Capital expenditures	(95,015		)	(96,924		)	(60,717		)
Marketable securities	(365		)	(25,018		)	—
Transfer of cash to trusts for employee health and severance costs, net of payments out of the trust	1,061			1,326			(275		)
Other	—			(56		)	(2,874		)
Net cash flows used in investing activities of continuing operations	(86,556		)	(136,338		)	(152,700		)
Net cash flows used in investing activities of discontinued operations	(1,007		)	(2,996		)	(2,711		)
Net cash flows used in investing activities	(87,563		)	(139,334		)	(155,411		)
Cash flows from financing activities:
Payments on term loans	(21,250		)	(24,688		)	(5,625		)
Proceeds from long-term borrowings and obligations	—			425,000			600,000
Payments on long-term borrowings and obligations	(192,322		)	(453,573		)	(776,996		)
Capped call transaction	—			(48,126		)	—
Fees paid for financing activities	(5,660		)	(7,566		)	(13,780		)
Increase (decrease) in cash overdraft balance	473			(14,927		)	11,674
Payments for Omnicare common stock repurchases	(220,971		)	(388,968		)	(140,127		)
Proceeds for stock awards and exercise of stock options, net of stock tendered in payment	15,819			24,951			30,712
Dividends paid	(62,928		)	(45,214		)	(17,217		)
Other	5,262			1,912			3,140
Net cash flows (used in) financing activities of continuing operations	(481,577		)	(531,199		)	(308,219		)
Net cash flows from (used in) financing activities of discontinued operations	3,868			—			(613		)
Net cash flows used in financing activities	(477,709		)	(531,199		)	(308,832		)
Net (decrease) increase in cash and cash equivalents	(98,212		)	(126,049		)	85,779
Less increase (decrease) in cash and cash equivalents of discontinued operations	(9,593		)	6,859			550
(Decrease) increase in cash and cash equivalents of continuing operations	(88,619		)	(132,908		)	85,229
Cash and cash equivalents at beginning of year	444,620			577,528			492,299
Cash and cash equivalents at end of year	$	356,001		$	444,620		$	577,528

The Notes to Consolidated Financial Statements are an integral part of these statements.

39

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

OMNICARE, INC. AND SUBSIDIARY COMPANIES

(in thousands, except per share data)

	Common Stock		Paid-in Capital			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Total Stockholders' Equity
Balance at January 1, 2011	$	129,634	$	2,424,978		$	1,582,489		$	(333,554	)	$	15,214		$	3,818,761
Dividends paid ($0.1525 per share)	—		—			(17,217		)	—			—			(17,217		)
Stock acquired/issued for benefit plans	—		—			—			(14		)	—			(14		)
Stock option exercises and amortization/forfeitures	1,565		40,466			—			(21		)	—			42,010
Common stock repurchase	—		—			—			(140,127		)	—			(140,127		)
Stock awards/issuance, net of amortization/forfeitures	558		23,497			(19		)	(10,407		)	—			13,629
Other	—		—			(348		)	—			—			(348		)
Translation adjustment recorded on divestiture of business	—		—			—			—			(2,210		)	(2,210		)
Net income	—		—			86,924			—			—			86,924
Other comprehensive income (loss), net of tax	—		—			—			—			(5,972		)	(5,972		)
Balance at December 31, 2011	131,757		2,488,941			1,651,829			(484,123		)	7,032			3,795,436
Dividends paid ($0.42 per share)	—		—			(45,214		)	—			—			(45,214		)
Stock acquired/issued for benefit plans	—		—			—			39			—			39
Stock option exercises and amortization/forfeitures	1,295		50,093			—			(232		)	—			51,156
Common stock repurchase	—		—			—			(339,117		)	—			(339,117		)
Purchase of capped call	—		(48,126		)	—			—			—			(48,126		)
Debt exchange	—		(54,546		)	—			—			—			(54,546		)
Equity forward contract	—		(50,000		)	—			—			—			(50,000		)
Stock awards/issuance, net of amortization/forfeitures	451		33,608			(414		)	(22,583		)	—			11,062
Translation adjustment recorded on divestiture of business	—		—			—			—			(9,722		)	(9,722		)
Net income	—		—			194,874			—			—			194,874
Other comprehensive income (loss), net of tax	—		—			—			—			(130		)	(130		)
Balance at December 31, 2012	133,503		2,419,970			1,801,075			(846,016		)	(2,820		)	3,505,712
Dividends paid ($0.62 per share)	—		—			(62,928		)	—			—			(62,928		)
Stock acquired/issued for benefit plans	—		—			—			57			—			57
Stock option exercises, amortization/forfeitures and adjustments	744		22,088			—			(67		)	—			22,765
Common stock repurchase	—		—			—			(220,971		)	—			(220,971		)
Equity forward contract settlement	—		50,000			—			(50,000		)	—			—
Stock awards/issuance, net of amortization/forfeitures	376		29,849			(916		)	(15,277		)	—			14,032
Debt exchanged/converted	1		(143,611		)	—			—			—			(143,610		)
Reclassification of convertible debt to mezzanine (Note 11)	—		(331,101		)	—			—			—			(331,101		)
Net income (loss)	—		—			(43,432		)	—			—			(43,432		)
Other comprehensive income (loss), net of tax	—		—			—			—			279			279
Balance at December 31, 2013	$	134,624	$	2,047,195		$	1,693,799		$	(1,132,274	)	$	(2,541	)	$	2,740,803

The Notes to Consolidated Financial Statements are an integral part of these statements.

40

Notes to Consolidated Financial Statements

Note 1 - Description of Business and Summary of Significant Accounting Policies

Description of Business

Omnicare, Inc. ("Omnicare" or the "Company") is a leading healthcare services company that specializes in the management of complex pharmaceutical care. The Company operates two primary businesses, Long-Term Care Group ("LTC") and Specialty Care Group ("SCG"), each serving a different customer population but sharing a common objective: advancing health outcomes at the lowest possible cost. Through LTC, Omnicare is the nation's largest provider of pharmaceuticals and related pharmacy and ancillary services to long-term care facilities as well as chronic care facilities and other settings. SCG provides specialty pharmacy and commercialization services for the biopharmaceutical industry. Omnicare leverages its specialized clinical capabilities and innovative technology solutions across both primary businesses as key components of the value Omnicare believes it provides to its customers. Additional information on the Company's reportable segments is presented at the "Segment Information" note.  

In 2013, the Company's end-of-life hospice pharmacy business ("Hospice") as well as certain retail operations ("Retail") qualified for discontinued operations treatment. The results from operations for all periods presented have been revised to reflect the results of these businesses as discontinued operations, including related expenses. See additional information at the "Discontinued Operations" note.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries.  Omnicare consolidates entities in which the Company is the primary beneficiary, in accordance with the authoritative guidance regarding the consolidation of variable interest entities.  All significant intercompany accounts and transactions have been eliminated in consolidation.

Translation of Foreign Financial Statements

In years ended December 31, 2012 and prior, assets and liabilities of the Company’s foreign operations were translated at the year-end rate of exchange, and the income statements were translated at average rates of exchange.  Gains or losses from translating foreign currency financial statements were accumulated in a separate component of stockholders’ equity. With the disposition of its Canadian pharmacy in the third quarter of 2012, the Company had no foreign operations as of December 31, 2013 or 2012.

Cash Equivalents

Cash and cash equivalents include highly liquid investments with original maturities of three months or less. Carrying values of cash and cash equivalents approximate fair value due to the short-term nature of these instruments.

Omnicare maintains amounts on deposit with various financial institutions, which may, at times, exceed federally insured limits. However, management periodically evaluates the credit-worthiness of those institutions, and the Company has not experienced any losses on such deposits.

Restricted Cash

Restricted cash primarily represents cash transferred to separate irrevocable trusts for settlement of employee health and severance costs, and cash collected on behalf of third parties.

Fair Value of Financial Instruments

The Company applies the authoritative guidance for fair value measurements, which defines a hierarchy prioritizing the inputs used in fair value measurements.  “Level 1” measurements use quoted prices in active markets for identical assets or liabilities.  “Level 2” measurements use significant observable inputs.  “Level 3” measurements use significant unobservable inputs which require a company to develop its own assumptions.  In recording the fair value of assets and liabilities, companies must use the most reliable measurement available.

See further discussion at the “Fair Value” note.

41

Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist primarily of interest-bearing cash and cash equivalents, accounts receivable and fixed to floating interest rate swap agreements.

The Company is exposed to credit risk in the event of default by the financial institutions or issuers of cash and cash equivalents to the extent recorded on the Consolidated Balance Sheets.  Specifically, at any given point in time, the Company has cash on deposit with financial institutions, and cash invested in high quality, short-term money market funds and/or U.S. government-backed repurchase agreements, generally having original maturities of three months or less, in order to minimize its credit risk.

The Company establishes allowances for doubtful accounts based on various factors, including historical credit losses and specifically identified credit risks.  Management reviews the allowances for doubtful accounts on an ongoing basis for appropriateness.  For the years ended December 31, 2013, 2012 and 2011, no single customer accounted for 10% or more of revenues.  The Company generally does not require collateral from its customers relating to the extension of credit in the form of accounts receivable balances.

In 2013, approximately sixty percent of Omnicare’s pharmacy services billings were directly reimbursed by government-sponsored programs.  These programs include primarily federal Medicare Part D, Medicare Part B and, to a lesser extent, the state Medicaid programs.  The remainder of Omnicare’s billings were paid or reimbursed by individual residents or their responsible parties (private pay), facilities and other third-party payors, including private insurers.  A portion of these revenues also are indirectly dependent on government programs.  The table below represents the Company’s approximated payor mix (as a % of annual sales) for the last three years ended:

	December 31,
	2013		2012		2011
Private pay, third-party and facilities (a)	36	%	36	%	39	%
Federal Medicare program (Part D & Part B)	55	%	52	%	49	%
State Medicaid programs	7	%	8	%	9	%
Other sources	2	%	4	%	3	%
Totals	100	%	100	%	100	%

(a) Includes payments from SNFs on behalf of their federal Medicare program-eligible residents (Medicare Part A) and for other services and supplies, as well as payments from third-party insurers and private pay.

Accounts Receivable

The following table is an aging of the Company’s December 31, 2013 and 2012 gross accounts receivable (net of allowances for contractual adjustments, and prior to allowances for doubtful accounts), aged based on payment terms and categorized based on the four primary overall types of accounts receivable characteristics (in thousands):

December 31, 2013	Current and 0-180 Days Past Due		181 Days and Over Past Due		Total
Medicare (Part D and Part B), Medicaid
and Third-Party payors	$	195,544	$	67,791	$	263,335
Facility payors	328,444		146,751		475,195
Private Pay payors	75,655		84,101		159,756
Total gross accounts receivable	$	599,643	$	298,643	$	898,286
December 31, 2012
Medicare (Part D and Part B), Medicaid
and Third-Party payors	$	233,807	$	163,372	$	397,179
Facility payors	350,886		167,474		518,360
Private Pay payors	70,480		100,141		170,621
Total gross accounts receivable	$	655,173	$	430,987	$	1,086,160

42

Notes Receivable

The Company periodically enters into notes receivable from its customers.  These notes receivable and the related allowance for losses are recorded in the “Other Current Assets” and “Other Non-Current Assets” captions of the Consolidated Balance Sheets, and are not considered material to the consolidated financial position of the Company.  The Company assesses and monitors credit risk associated with notes receivable through review of the customer’s net worth, payment history, long-term debt ratings and/or other information available from recognized credit rating services.  The receivables are periodically assessed for significant changes in credit ratings or other information indicating an increase in exposure to credit risk.  Historic losses on notes receivable have not been material to the consolidated financial position of the Company.

Inventories

Inventories consist primarily of purchased pharmaceuticals and medical supplies held for sale to customers and are stated at the lower of cost or market.  Cost is determined using the first-in, first-out method.  Physical inventories are typically performed on a monthly basis at pharmacy sites, and in all cases the Company’s policy is to perform them at least once a quarter.  Cost of goods sold is recorded based on the actual results of the physical inventory counts.

The Company receives discounts, rebates and/or other price concessions (“Discounts”) relating to purchases from its suppliers and vendors.  When recognizing the related receivables associated with the Discounts, Omnicare accounts for these Discounts as a reduction of cost of goods sold and inventories.  The Company records its estimates of Discounts earned during the period on the accrual basis of accounting, giving proper consideration to whether those Discounts have been earned based on the terms of applicable arrangements, and to the levels of inventories remaining on-hand.  Receivables related to Discounts are regularly adjusted based on the best available information, and to actual amounts as cash is received and the applicable arrangements are settled. Historical estimates have not differed materially from actual results.

Properties and Equipment

Properties and equipment are stated at cost less accumulated depreciation.  Expenditures for maintenance, repairs, renewals and betterments that do not materially prolong the useful lives of the assets are charged to expense as incurred.  Depreciation of properties and equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from three to ten years for computer equipment and software, machinery and equipment, and furniture and fixtures.  Buildings and building improvements are depreciated over 40 years, and leasehold improvements are amortized over the lesser of the initial lease term or their useful lives.  The Company capitalizes certain costs that are directly associated with the development of internally developed software, representing the historical cost of these assets.  Once the software is completed and placed into service, such costs are amortized over the estimated useful lives, ranging from three to ten years.

Leases

Rental payments under operating leases are expensed.  Leases that substantially transfer all of the benefits and risks of ownership of property to Omnicare or otherwise meet the criteria for capitalization are accounted for as capital leases.  An asset is recorded at the time a capital lease is entered into together with its related long-term obligation to reflect its purchase and financing.  Property and equipment recorded under capital leases are depreciated on the same basis as previously described.

Valuation of Long-Lived Assets

Long-lived assets such as property and equipment, software (acquired and internally developed) and investments are reviewed for impairment when events or changes in circumstances indicate that the book carrying amount of the assets may not be recoverable.  An impairment charge is recognized when estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition are less than its book carrying amount.

Goodwill, Intangibles and Other Assets

Intangible assets are comprised primarily of goodwill, customer relationship assets, noncompete agreements, technology assets, and trademarks and trade names, all originating from business combinations accounted for as purchase transactions.   The Company has adopted the revised authoritative guidance regarding the testing for goodwill impairment that allows an entity the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is more likely than not that the fair value of a reporting unit is less than the carrying amount then the Company would perform the two step goodwill impairment test. The first step, used to identify potential impairment, is

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a comparison of the reporting unit's estimated fair value to its carrying value, including goodwill. If the fair value of the reporting unit exceeds its carrying value, applicable goodwill is considered not to be impaired. If the carrying value exceeds fair value, there is an indication of impairment and the second step is performed to measure the amount of the impairment, if any. The second step requires the Company to calculate an implied fair value of goodwill at the reporting unit level. If the goodwill assigned to a reporting unit exceeds the implied fair value of the goodwill, an impairment charge is recorded for the excess.

Intangible assets are amortized over their useful lives.  See further discussion at the “Goodwill and Other Intangible Assets” note.

Debt issuance costs are included in the “Other noncurrent assets” line of the Consolidated Balance Sheets and are amortized over the life of the related debt, and to the put and initial redemption date of December 15, 2015 in the case of the 3.25% Convertible Senior Debentures due 2035.

Insurance Accruals

The Company is self-insured for certain employee health, property and casualty, worker's compensation, medical professional liability and automobile liability insurance claims.  The Company carries a stop-loss umbrella policy for health insurance to limit the maximum potential liability for both individual and aggregate claims for a plan year.  Claims are paid as they are submitted to the respective plan administrators.  The Company records monthly expense for the self-insurance plans in its financial statements for incurred claims, based on historical claims experience and input from third-party insurance professionals in order to determine the appropriate accrual level.  The accrual gives consideration to claims that have been incurred but not yet paid and/or reported to the plan administrator.  The Company establishes the accruals based on the historical claim lag periods, current payment trends for similar insurance claims and input from third-party insurance and valuation professionals. The discount rate utilized in the computation of the property and casualty accrual balance at December 31, 2013 and 2012, was 1.79% and 0.91%, respectively.

Revenue Recognition

In general, Omnicare recognizes revenue when products are delivered or services are rendered or provided to the customer, prices are fixed and determinable and collection is reasonably assured.

A significant portion of the Company’s revenues from sales of pharmaceutical and medical products have been reimbursed by the federal Medicare Part D plan and, to a lesser extent, state Medicaid programs.  Payments for services rendered to patients covered by these programs are generally less than billed charges.  The Company monitors its revenues and receivables from these reimbursement sources, as well as other third-party insurance payors, and records an estimated contractual allowance for certain sales and receivable balances at the revenue recognition date, to properly account for anticipated differences between billed and reimbursed amounts.  Accordingly, the total net sales and receivables reported in the Company’s financial statements are recorded at the amount ultimately expected to be received from these payors.  Since billing functions for a portion of the Company’s revenue systems are largely computerized, enabling on-line adjudication (i.e., submitting charges to Medicare, Medicaid or other third-party payors electronically, with simultaneous feedback of the amount to be paid) at the time of sale to record net revenues, exposure to estimating contractual allowance adjustments is limited primarily to unbilled and/or initially rejected Medicare, Medicaid and third-party claims (typically approved for reimbursement once additional information is provided to the payor).  For the remaining portion of the Company’s revenue systems, the contractual allowance is estimated for all billed, unbilled and/or initially rejected Medicare, Medicaid and third-party claims.  The Company evaluates several criteria in developing the estimated contractual allowances for billed, unbilled and/or initially rejected claims on a monthly basis, including historical trends based on actual claims paid, current contract and reimbursement terms, and changes in customer base and payor/product mix.  Contractual allowance estimates are adjusted to actual amounts as cash is received and claims are settled, and the aggregate impact of these resulting adjustments were not significant to the Company’s operations for any of the periods presented.

Patient co-payments are associated with certain state Medicaid programs, Medicare Part B, Medicare Part D and certain third-party payors and are typically not collected at the time products are delivered or services are rendered, but are billed to the individual as part of the Company’s normal billing procedures.  These co-payments are subject to the Company’s normal accounts receivable collections procedures.

Under certain circumstances, the Company accepts returns of medications and issues a credit memo to the applicable payor.  The Company estimates and accrues for sales returns based on historical return experience, giving consideration to the Company’s return policies.  Product returns are processed in the period received, and are not significant.

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Stock-Based Compensation

The Company records compensation costs relating to share-based payment transactions in its financial statements under a fair value recognition model.  Under the provisions of this guidance, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense ratably over the requisite service period of the award (usually the vesting period).

Delivery Expenses

Omnicare incurred expenses totaling approximately $164.4 million, $160.4 million and $159.7 million for the years ended December 31, 2013, 2012 and 2011, respectively, to deliver the products sold to its customers.  Delivery expenses are included in the “Selling, general and administrative expenses” line of the Consolidated Statements of Comprehensive Income.

Evaluation of Subsequent Events

The Company evaluated subsequent events through the date the Consolidated Financial Statements were issued.  No matters were identified that would materially impact the Company’s Consolidated Financial Statements or associated disclosures.

Income Taxes

The Company accounts for income taxes using the asset and liability method under which deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates to differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements.

Future tax benefits are recognized to the extent that realization of those benefits are considered to be more likely than not, and a valuation allowance is established for deferred tax assets which do not meet this threshold.

Under the authoritative guidance regarding the accounting for uncertainty in income taxes, which provides guidance for the financial statement recognition and measurement of income tax positions taken or expected to be taken in a tax return, recognition and measurement are considered discrete events.  The recognition threshold is met when it is determined a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination by the relevant taxing authority.  If a tax position does not meet the more likely than not recognition threshold, the benefit of that position is not recognized in the financial statements.  A tax position that meets the more likely than not recognition threshold is measured to determine the amount of benefit to be recognized in the financial statements.

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) consists of the following (in thousands):

	December 31,
	2013			2012
Cumulative foreign currency translation adjustments	$	—		$	9,722
Translation adjustment recorded as divestiture of business	—			(9,722		)
Unrealized gain (loss) on fair value of investments	(702		)	(428		)
Pension and postemployment benefits	(1,839		)	(2,392		)
Total accumulated other comprehensive income (loss), net	$	(2,541	)	$	(2,820	)

The amounts are net of applicable tax benefits which were inconsequential in the years ended December 31, 2013 and 2012.

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Other Charges (Credits)

Other Charges (Credits) consist of the following (in thousands):

	December 31,
	2013		2012			2011
Acquisition and other related costs (1)	$	2,300	$	1,380		$	25,549
Restructuring and other related charges (2)	—		8,956			—
Disposition of businesses (3)	39,245		(1,777		)	—
Repack matters - SG&A (4)	—		—			(10,500		)
Separation costs (5)	6,760		21,000			1,044
Loss on sale of plane and termination of plane lease (6)	—		1,062			—
Debt redemption loss and costs (7)	51,497		35,092			—
Total - other charges, net	$	99,802	$	65,713		$	16,093

(1) See further discussion at the “Acquisitions” note.

(2) See further discussion at the "Restructuring and Other Related Charges" note.

(3) See further discussion at the "Disposition of Business" caption of this note.

(4) The year ended December 31, 2011 includes a (credit) of approximately $(10.5) million for insurance recoveries related to the quality control, product recall and fire issues at one of the Company's repackaging locations.

(5) See additional information at the "Separation Costs" note.

(6) The Company sold its corporate aircraft in 2012 for a $1 million loss. The year ended December 31, 2012 includes charges relating to the sale of the Company's aircraft.

(7) See further discussion at the “Debt” note.

Use of Estimates in the Preparation of Financial Statements

The preparation of the Company’s consolidated financial statements in accordance with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities and stockholders’ equity at the date of the financial statements, the reported amounts of revenues and expenses during the reporting periods and amounts reported in the accompanying notes to consolidated financial statements.  Significant estimates underlying the accompanying consolidated financial statements include the allowance for doubtful accounts and contractual allowance reserve; the net carrying value of inventories; acquisition-related accounting including goodwill and other indefinite-lived intangible assets, and the related impairment assessments; accruals pursuant to the Company’s restructuring initiatives; stock-based compensation; various other operating allowances and accruals (including employee health, property and casualty insurance accruals and related assumptions); fair value determinations; accruals related to pending litigation; and current and deferred tax assets, liabilities and provisions.  Actual results could differ from those estimates depending upon the resolution of certain risks and uncertainties.

Potential risks and uncertainties, many of which are beyond the control of Omnicare, include, but are not necessarily limited to, such factors as overall economic, financial and business conditions; delays and reductions in reimbursement by the government and other payors to Omnicare and/or its customers; the overall financial condition of Omnicare’s customers; the effect of new government regulations, executive orders and/or legislative initiatives, including those relating to reimbursement and drug pricing policies and changes in the interpretation and application of such policies; efforts by payors to control costs; the outcome of disputes and litigation; the outcome of audit, compliance, administrative or investigatory reviews, including governmental/ regulatory inquiries; other contingent liabilities; the ability to consummate pending acquisitions and the successful integration of acquired companies; the final outcomes of divestiture activities; changes in international economic and political conditions; changes in interest rates; changes in the valuation of the Company’s financial instruments, including the swap agreements and other derivative instruments; changes in tax laws and regulations; access to capital and financing; the demand for Omnicare’s products and services; pricing and other competitive factors in the industry; changes in insurance claims experience and related assumptions; the outcome of the Company’s annual goodwill and other identifiable intangible assets impairment assessments; variations in costs or expenses; and changes in accounting rules and standards.

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Recently Issued Accounting Standards

In February 2013, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The amendments in this update require an entity to provide information about the amounts reclassified from accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the income statement or in the notes, significant amounts reclassified from accumulated other comprehensive income by the net income line item. The adoption of this amended guidance on January 1, 2013 did not have a material impact on the Company's consolidated results of operations, financial position or cash flows.

Disposition of Businesses

In 2013, the Company completed the disposition of certain assets, primarily in its medical supply services business, which was not considered significant, individually or in the aggregate, to the operations of Omnicare. The Company recorded a charge on the disposition of these businesses of $39.2 million ($27.5 million after-tax) for the year ended December 31, 2013. These charges are reflected in the "Other charges" caption of the Consolidated Statement of Comprehensive Income (Loss).

In the year ended December 31, 2012, the Company completed the disposition of its Canadian pharmacy and the Company's pharmacy operational software business, which were not considered, individually or in the aggregate, significant to the operations of Omnicare. The Company recorded a gain on the disposition of these businesses of $1.8 million, which is reflected in the "Other charges" caption of the Consolidated Statements of Comprehensive Income.

Reclassifications

Certain reclassifications of prior-year amounts, primarily related to the Company's discontinued operations, have been made to conform with the current-year presentation, none of which were considered material to the Company’s financial statements taken as a whole.

Note 2 - Common Stock Repurchase Program

The following chart summarizes the Company's stock repurchase programs as approved by the Board of Directors in effect for the periods ended December 31, 2011 through December 31, 2013 (in thousands):

Date Approved	Amount Approved		Term Date	Remaining Repurchase Authority
May 3, 2010	$	200,000	May 3, 2012	$	—
May 26, 2011	$	100,000	December 31, 2012	$	—
February 21, 2012	$	200,000	February 28, 2014	$	—
September 12, 2012	$	350,000	December 31, 2014	$	—
December 4, 2013	$	500,000	December 31, 2015	$	500,000

As part of the Company's share repurchase program, on May 23, 2013, the Company entered into an accelerated share repurchase agreement (“JP ASR”) with J.P. Morgan Securities LLC as agent for JPMorgan Chase Bank, National Association, London Branch ("JPMorgan"). Pursuant to the JP ASR, the Company made a $100.0 million payment to JPMorgan on May 24, 2013 and received an initial number of approximately 1.3 million shares of its outstanding common stock from JPMorgan on the same day. The initial shares were valued at $60.0 million and recorded in treasury stock. The remaining $40.0 million balance was recorded as an equity forward contract and was included in paid in capital at the time of the JP ASR. The equity forward contract was settled with approximately 0.4 million additional shares of the Company's common stock and $19.0 million in cash delivered by JPMorgan to the Company in the third quarter of the year ended December 31, 2013.

In 2012, the Company entered into an accelerated share repurchase agreement (“GS ASR”) with Goldman, Sachs & Co. ("Goldman"). Pursuant to the GS ASR, the Company made a $250 million payment to Goldman on November 30, 2012 and received an initial number of approximately 5.8 million shares of its outstanding common stock from Goldman on the same day. The initial shares were valued at $200 million and recorded in treasury stock. The remaining $50 million balance was recorded as an equity forward contract, which was included in paid in capital at December 31, 2012. The equity forward contract was settled with approximately 0.6 million additional shares of the Company's common stock being delivered by Goldman to the Company during the second quarter of the year ended December 31, 2013.

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In the year ended December 31, 2013, the Company repurchased approximately 4.8 million shares of its common stock (including shares purchased pursuant to the JP ASR and the GS ASR) at an aggregate cost of approximately $221.0 million, for a cumulative amount of approximately 24.0 million shares and approximately $850 million from the inception of the share repurchase program in May 2010 through December 31, 2013.  Accordingly, the Company had approximately $500 million of share repurchase authority remaining as of December 31, 2013. In the year ended December 31, 2012, the Company repurchased approximately 10 million shares at an aggregate cost of approximately $339 million. In the year ended December 31, 2011 the Company repurchased approximately 4.8 million shares at an aggregate cost of approximately $140 million.

Note 3 - Discontinued Operations

Hospice

In 2013, Hospice qualified for discontinued operations treatment. In the three months and year ended December 31, 2013, the Company recorded an impairment loss of $139.8 million to reduce the carrying value of Hospice to fair value. The impairment charge was made up of $133.0 million of goodwill impairment and $6.8 million of impairment taken against the Hospice business' trademark.

Retail

In 2013, Retail qualified for discontinued operations treatment. In the three months and year ended December 31, 2013, the Company recorded an impairment loss of $5.0 million to reduce the carrying value of Retail to fair value less cost to sell based on the estimated terms of the divestiture.

Non-Core Disposal Group

The Company commenced activities in 2009 to divest certain home healthcare and related ancillary businesses (the "Disposal Group”) that were no longer strategic fits within the Company's business model. In 2010, Omnicare divested the home infusion business portion of the Disposal Group. Also, in 2010, the Company entered into a letter of intent (“LOI”) regarding its disposition of the remaining durable medical equipment (“DME”) portion of the Disposal Group. In the third quarter of 2011, the prior LOI was terminated, and a new LOI was entered into with a separate party. The Company completed the divestiture of DME in the fourth quarter of 2011. In connection with these activities, Omnicare recorded an impairment loss in discontinued operations for the DME portion of the Disposal Group totaling $18.0 million in the year ended December 31, 2011. Additionally, in the second quarter of 2011, the Company divested of its Tidewater Group Purchasing Organization (“Tidewater”) as the Company determined it was no longer a good strategic fit within the Company’s business model. In the year ended December 31, 2011, the Company recorded an impairment loss of $23.1 million to reduce the carrying value of DME and Tidewater, (the "Non-Core Disposal Group" or "NCDG") to fair value based on the final terms of the divestitures.

CRO Services

The Company determined that its Contract Research Services (“CRO Services”) business was no longer a good strategic fit within the Company’s business model, as the industry had been facing unfavorable market conditions. In light of these factors, and in connection with the reallocation of resources started in the second half of 2010, the Company committed to a plan to divest of its CRO Services business in the first quarter of 2011 and completed the divestiture in April 2011. For the year ended December 31, 2011, CRO Services recorded an impairment loss of $50.0 million to reduce the carrying value of the CRO Services operations to fair value based on the final terms of the divestiture.

The results from operations for all periods presented have been revised to reflect the results of Hospice, Retail, the Non-Core Disposal Group and CRO Services as discontinued operations, including the impairment losses, as well as certain expenses of the Company related to the divestitures.

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Selected financial information related to the discontinued operations follows (in thousands):

	For the year ended December 31,
	2013			2012		2011
Net Sales
Hospice	$	210,041		$	223,135	$	223,227
Retail	53,759			58,789		63,089
NCDG	—			—		24,858
CRO Services	—			—		32,146
Net sales - total discontinued	263,800			281,924		343,320
Income (loss) from operations, pretax
Hospice	25,120			36,787		30,486
Retail	(1,792		)	56		(219		)
NCGD	—			—		(4,298		)
CRO Services	—			—		(4,921		)
Income from operations - total discontinued, pretax	23,328			36,843		21,048
Income tax (benefit) expense
Hospice	10,136			13,889		11,602
Retail	(627		)	23		(88		)
NCGD	—			—		(1,450		)
CRO Services	—			—		(1,923		)
Income tax expense - total discontinued	9,509			13,912		8,141
Income (loss) from operations
Hospice	14,984			22,898		18,884
Retail	(1,165		)	33		(131		)
NCGD	—			—		(2,848		)
CRO Services	—			—		(2,998		)
Income from operations - total discontinued, aftertax	13,819			22,931		12,907

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	For the year ended December 31,
	2013			2012		2011
Impairment loss
Hospice	$	(139,783	)	$	—	$	—
Retail	(4,956		)	—		—
NCGD	—			—		(23,105		)
CRO Services	—			—		(49,978		)
Impairment loss on discontinued operations - total	$	(144,739	)	$	—	$	(73,083	)
Income tax (expense) benefit of impairment loss
Hospice	2,596			—		—
Retail	—			—		—
NCGD	—			—		(2,996		)
CRO Services	—			—		7,317
Income tax benefit of impairment loss	2,596			—		4,321
Impairment loss on discontinued operations, after tax	(142,143		)	—		(68,762		)
Income (loss) from discontinued operations
Hospice	(122,203		)	22,898		18,884
Retail	(6,121		)	33		(131		)
NCGD	—			—		(28,949		)
CRO Services	—			—		(45,659		)
Income (loss) from discontinued operations - total	$	(128,324	)	$	22,931	$	(55,855	)

Note 4 - Acquisitions

Historically, the Company had a business model involving acquiring providers of pharmaceutical products and related pharmacy services to long-term care facilities and their residents as well as patients in other care settings.  The Company’s strategy has included the acquisition of freestanding institutional pharmacy businesses as well as other assets, generally insignificant in size, which have been combined with existing pharmacy operations to augment their internal growth.  From time-to-time, the Company may acquire other businesses which complement the Company’s core businesses.

In the years ended December 31, 2013, 2012 and 2011, the Company incurred acquisition and other related costs of approximately $2.3 million, $1.4 million and $25.5 million, respectively, which were primarily related to professional fees and acquisition related restructuring costs for acquisitions offset in part by a reduction of the Company’s original estimate of contingent consideration payable for certain acquisitions.

During the years ended December 31, 2012 and 2011, the Company completed one and two acquisitions of businesses (all of which were in the LTC segment), respectively, none of which were, individually or in the aggregate, significant to the Company.  No acquisitions were completed in 2013. Acquisitions of businesses required cash payments of approximately $4 million, $35 million and $102 million (including amounts payable pursuant to acquisition agreements relating to prior-period acquisitions) in 2013, 2012 and 2011, respectively.  The impact of these aggregate acquisitions on the Company’s overall goodwill balance has been reflected in the disclosures at the “Goodwill and Other Intangible Assets” note.  The net assets and operating results of acquisitions have been included in the Company’s consolidated financial statements from their respective dates of acquisition.

Amounts contingently payable through 2013, primarily representing payments originating from earnout provisions of acquisitions which were completed prior to January 1, 2009, were immaterial as of December 31, 2013.

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Note 5 - Cash and Cash Equivalents

A summary of cash and cash equivalents follows (in thousands):

	December 31,
	2013		2012
Cash	$	355,951	$	394,565
Money market funds	50		50,055
	$	356,001	$	444,620

See additional information at the “Description of Business and Summary of Significant Accounting Policies” and “Fair Value” notes.

Note 6 - Properties and Equipment

A summary of properties and equipment follows (in thousands):

	December 31,
	2013			2012
Land	$	4,377		$	3,734
Buildings and building improvements	16,044			16,078
Computer equipment and software	284,173			273,132
Machinery and equipment	153,368			137,006
Furniture, fixtures and leasehold improvements	111,529			110,557
	569,491			540,507
Accumulated depreciation	(263,603		)	(267,647		)
	$	305,888		$	272,860

Note 7 - Goodwill and Other Intangible Assets

Changes in the carrying amount of goodwill, by business segment, are as follows (in thousands):

	LTC			SCG		Total
Goodwill balance as of January 1, 2012	$	3,564,486		$	490,437	$	4,054,923
Goodwill acquired in the year ended December 31, 2012	21,184			—		21,184
Disposition of businesses	(14,258		)	—		(14,258		)
Other	(546		)	—		(546		)
Goodwill balance as of December 31, 2012	3,570,866			490,437		4,061,303
Goodwill acquired in the year ended December 31, 2013	—			—		—
Disposition of businesses	(4,145		)	—		(4,145		)
Other	298			—		298
Goodwill balance as of December 31, 2013	$	3,567,019		$	490,437	$	4,057,456

The “Other” caption above includes the settlement of acquisition matters relating to prior-year acquisitions.  “Other” also included the effect of adjustments due to foreign currency translations, which related primarily to the Company's pharmacy that was located in Canada, which was included in LTC and was disposed of in the third quarter of 2012.

The Company performed its annual goodwill impairment analysis for the year ended December 31, 2013 in accordance with the authoritative guidance on goodwill impairment. The Company performed a quantitative step one goodwill impairment test as part of its 2013 annual assessment. The estimated fair value of the Company's reporting units was based on discounted cash flows, which required significant management judgment, as well as a market approach that compared the reporting units' earnings and

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revenue multiples to those of comparable public companies. For the Company's continuing operations, the outcome of step one resulted in a fair value that was greater than the carrying value, indicating that goodwill was not impaired.

In the year ended December 31, 2012, the Company's impairment analysis included an assessment of qualitative factors to determine whether it is more likely than not that the fair value of the reporting units is less than their carrying amounts. The impairment analysis involves an assessment of certain qualitative factors including, but not limited to, macroeconomic, industry and market conditions; cost factors that have a negative effect on earnings; overall financial performance; the movement of the Company's share price; and other relevant entity and reporting unit specific events. This assessment includes the determination of the likely effect of each factor on the fair value of each reporting unit. Although the Company believes the factors considered in the impairment analysis are reasonable, significant changes in any of the assumptions could produce a significantly different result. Based on the Company's annual goodwill impairment analysis for the years ended December 31, 2012, Omnicare concluded that goodwill had not been impaired.

The table below presents the Company’s other identifiable intangible assets, all of which are subject to amortization, except trademark and trade names as described below (in thousands):

				December 31, 2013
	Original Amortization Life (in years)			Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer relationship assets	6	—	15	$	318,281	$	(211,191	)	$	107,090
Trademarks and trade names		—	(a)	13,972		(1,496		)	12,476
Non-compete agreements	2	—	15	24,991		(14,970		)	10,021
Other	4	—	4	387		—			387
Total				$	357,631	$	(227,657	)	$	129,974
				December 31, 2012
	Original Amortization Life (in years)			Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer relationship assets	6	—	15	$	324,632	$	(186,736	)	$	137,896
Trademarks and trade names		—	(a)	16,166		(2,434		)	13,732
Non-compete agreements	2	—	15	29,042		(15,571		)	13,471
Total				$	369,840	$	(204,741	)	$	165,099

(a)Certain of Omnicare's trademarks and trade names are amortized over their useful lives ranging up to five years.

The remainder have indefinite useful lives as further discussed below. The value of intangible assets with indefinite lives is $11.7 million as of December 31, 2013 and 2012.

Amortization expense related to identifiable intangible assets was $32.9 million, $38.6 million and $37.4 million for the years ended December 31, 2013, 2012 and 2011, respectively.  Omnicare’s trademarks and trade names primarily constitute identifiable intangible assets with indefinite useful lives.  Accordingly, these trademarks and trade names are not amortized, but are reviewed annually for impairment.  The Company performed its annual assessment for the year ended December 31, 2013 and 2012 and concluded that these assets had not been impaired. See the "Discontinued Operations" note for further details of the impairment taken on the Hospice business. The fair value at December 31, 2013 and 2012 was determined using projected revenue and cash flows developed by the Company (Level 3 inputs).

Estimated annual amortization expense for intangible assets subject to amortization at December 31, 2013 for the next five fiscal years is as follows (in thousands):

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Year ended	Amortization
December 31,	Expense
2014	$	31,238
2015	30,228
2016	19,957
2017	11,894
2018	9,291

Note 8 - Fair Value

The Company’s assets and (liabilities) measured at fair value were as follows (in thousands):

			Based on
	Fair Value		Quoted Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
December 31, 2013
Assets and (Liabilities) Measured at Fair Value on a Recurring Basis:
Bond Portfolio (1)	$	25,140	$	—	$	25,140	$	—
7.75% interest rate swap agreement - fair value hedge (2)	18,671		—		18,671		—
Derivatives (3)	—		—		—		—
Total	$	43,811	$	—	$	43,811	$	—
December 31, 2012
Assets and (Liabilities) Measured at Fair Value on a Recurring Basis:
Bond Portfolio (1)	$	24,887	$	—	$	24,887	$	—
7.75% interest rate swap agreement - fair value hedge (2)	46,090		—		46,090		—
Derivatives (3)	—		—		—		—
Total	$	70,977	$	—	$	70,977	$	—

See further discussion of Omnicare’s application of the authoritative guidance for fair value measurements, including clarification of Levels 1, 2 and 3, at the “Fair Value of Financial Instruments” caption of the “Description of Business and Summary of Significant Accounting Policies” note.

(1) The bond portfolio is presented in "Other Current Assets" and is representative of investments in a portfolio of high quality corporate bonds and U.S. Treasury bonds that is managed by a third party. The fair value is based on quoted market prices of the individual bonds that make up the portfolio.

(2) The fair value of the Company’s interest rate swap agreements ("swaps") are valued using market inputs with mid-market pricing as a practical expedient for the bid/ask spread.  As such, these swaps are categorized within Level 2 of the hierarchy.  The swaps are discussed in further detail at the “Debt” note.

(3) The Company’s derivative instruments are discussed in further detail at the “Debt” note.

For cash and cash equivalents, restricted cash, accounts receivable and accounts payable, the net carrying value of these items approximates their fair value at period end (Level 1).  Further, at period end, the fair value of Omnicare’s variable rate debt facilities approximates the carrying value, as the effective interest rates fluctuate with changes in market rates.  The fair value of the Company’s fixed-rate debt facilities is based on quoted market prices and, while recorded on the Consolidated Balance Sheets at carrying value, and thus excluded from the table above, are included in the "Debt" note.

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Note 9 - Offsetting Assets and Liabilities

Effective January 1, 2013, the Company adopted Accounting Standards Update (“ASU”) 2013-01, Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities,which clarifies ASU 2011-11, Disclosures about Offsetting Assets and Liabilities. The amended standard requires an entity to disclose information about offsetting and related arrangements to enable users of the financial statements to understand the effect of those arrangements on its financial position.

The Company has interest rate swap agreements with multiple counterparties on its 2020 Notes, which are subject to this guidance. The following table presents these swap agreements offsetting securities as of December 31, 2013 and December 31, 2012:

							Gross Amounts not offset in the statement of financial position
Interest Rate Swaps as of:	Gross amount of recognized assets (liabilities)		Gross amount offset in the statement of financial position		Net amount of assets (liabilities) presented in the statement of financial position		Financial instruments		Cash collateral received		Net amount
December 31, 2013
Swap A	$	9,408	$	—	$	9,408	$	—	$	—	$	9,408
Swap B	9,263		—		9,263		—		—		9,263
	$	18,671	$	—	$	18,671	$	—	$	—	$	18,671
December 31, 2012
Swap A	$	20,560	$	—	$	20,560	$	—	$	—	$	20,560
Swap B	20,011		—		20,011		—		—		20,011
Swap C	2,896		—		2,896		—		—		2,896
Swap D	2,623		—		2,623		—		—		2,623
	$	46,090	$	—	$	46,090	$	—	$	—	$	46,090

In the third quarter of 2013, in connection with the repurchase of $150 million in aggregate principal amount of its outstanding 2020 Notes, the Company terminated the corresponding swap agreements (Swap C and Swap D). See further discussion of Omnicare's debt repurchases at the "Debt" note.

Note 10 - Leasing Arrangements

The Company has operating leases that cover various operating and administrative facilities and certain operating equipment.  In most cases, the Company expects that these leases will be renewed, or replaced by other operating leases, in the normal course of business.  There are no significant contingent rentals in the Company’s operating leases.  Omnicare, Inc. routinely guarantees many of the lease obligations of its subsidiaries in the normal course of business.

The following is a schedule of future minimum rental payments required under operating leases that have initial or remaining non-cancelable terms in excess of one year as of December 31, 2013 (in thousands):

Year ended
December 31,
2014	$	26,113
2015	19,447
2016	18,147
2017	14,264
2018	10,587
Later years	21,086
Total minimum payments required	$	109,644

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Aggregate minimum rentals scheduled to be received in the future under non-cancelable subleases as of December 31, 2013, which would serve to partially reduce the total minimum payments required as presented in the table above, are not significant.

Total rent expense under operating leases for the years ended December 31, 2013, 2012 and 2011 was $48 million, $54 million and $52 million, respectively.

Note 11 - Debt

A summary of debt follows (in thousands):

	December 31,
	2013			2012
Revolving loans, due 2017	$	—		$	—
Senior term loan, due 2017	398,438			419,688
7.75% senior subordinated notes, due 2020	400,000			550,000
3.75% convertible senior subordinated notes, due 2025	132,408			318,054
4.00% junior subordinated convertible debentures, due 2033	307,153			345,000
3.25% convertible senior debentures, due 2035	427,500			427,500
3.75% convertible senior subordinated notes, due 2042	390,000			390,000
3.50% convertible senior subordinated notes, due 2044	424,250			—
Capitalized lease and other debt obligations	20,685			23,685
Subtotal	2,500,434			2,473,927
Add interest rate swap agreements	18,671			46,090
(Subtract) unamortized debt discount	(573,082		)	(462,274		)
(Subtract) current portion of debt	(527,204		)	(27,713		)
Total long-term debt, net	$	1,418,819		$	2,030,030

The following is a schedule of required debt payments, excluding the unamortized debt discount, due during each of the next five years and thereafter, as of December 31, 2013 (in thousands):

Year ended
December 31,
2014	$	858,431
2015	27,097
2016	25,805
2017	337,153
2018	198
Later years	1,251,750
Total debt payments	$	2,500,434

Total cash interest payments made for the years ended December 31, 2013, 2012 and 2011 were $87.6 million, $90.9 million and $111.1 million excluding early redemption and tender premium payments.  As of December 31, 2013, the Company had approximately $14 million outstanding relating to standby letters of credit, substantially all of which are subject to automatic annual renewals.

Senior Credit Agreement

Revolving Loans and Term Loans

During 2012, the Company amended and extended its existing senior unsecured credit agreement (as amended and restated, the "Credit Facility"). The Credit Facility consists of a $300 million five-year senior unsecured revolving credit facility (the "Revolving Credit Facility") and a $425 million, five-year senior unsecured term loan facility (the "Term Loan"). The amendment, among other things, provided for (i) an extension of the maturity date of the Credit Facility to September 28, 2017 and (ii) a reduction in pricing. The Credit Facility is guaranteed by the subsidiaries of the Company, subject to certain exceptions. The interest rate

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applicable to the Credit Facility is, at the Company's option, a floating base rate plus an applicable margin or the London interbank offered rate ("LIBOR") plus an applicable margin. Initially, the applicable margins were set to 0.75% with respect to the floating base rate loans and 1.75% with respect to the LIBOR loans. The applicable margins for the Credit Facility may increase or decrease based on the Company's consolidated total leverage ratio as specified in the Credit Facility. The interest rate on the Term Loan was 1.92% at December 31, 2013. In connection with the amendment and restatement, the Company recorded $2.0 million in new deferred debt issuance costs. Total debt issuance costs associated with the Credit Facility are $6 million, of which $1.2 million and $0.3 million were amortized to interest expense in the year ended December 31, 2013 and 2012, respectively.

The Credit Facility contains certain financial covenants requiring maintenance of certain interest coverage and leverage ratios, and customary affirmative and negative covenants including without limitation, a restriction on the payment of dividends.

At December 31, 2013, there was no outstanding balance under the Revolving Credit Facility and $398.4 million in loans outstanding under the Term Loan.

In connection with entering into the Credit Facility, the Company’s existing $750 million senior unsecured credit agreement, dated as of August 24, 2011 (the “Senior Credit Agreement”) was terminated. The Senior Credit Agreement consisted of a $300 million five-year senior unsecured revolving credit facility (the “2011 Revolving Credit Facility”) and a $450 million, five-year senior unsecured term loan facility (the “2011 Term Loan”). There was $433 million outstanding under the 2011 Term Loan at the time of its termination. Existing letters of credit under the Senior Credit Agreement were rolled over into or transferred to the Credit Facility. In connection with the termination of the Senior Credit Agreement, the Company wrote off approximately $8.3 million of deferred debt issuance costs, which was recorded in interest expense in the third quarter of 2012. Approximately $1.1 million of these expenses were amortized to expense in the year ended December 31, 2011.

On August 24, 2011, in connection with entering into the Senior Credit Agreement, the Company’s existing $400 million senior secured revolving credit facility, dated as of May 18, 2010 (the “2010 Revolving Credit Facility”) was terminated. In connection with the termination of the 2010 Revolving Credit Facility, the Company wrote off approximately $2.5 million of deferred debt issuance costs, which was recorded in interest expense in the third quarter of 2011.

6.125% Senior Subordinated Notes

In 2011, the Company redeemed all $250 million aggregate principal amount of its outstanding 6.125% Senior Subordinated Notes due 2013 (the "6.125% Notes"). In connection with the redemption of the 6.125% Notes, the Company incurred debt redemption costs of approximately $1.6 million, which were recorded in interest expense for the year ended December 31, 2011. Approximately $0.2 million of deferred debt issuance costs was amortized to expense in year ended December 31, 2011. 

In connection with terminating the swap agreement related to the 6.125% Notes in 2010, the counterparties paid the Company approximately $2.6 million, which was amortized as a reduction to interest expense over the remaining term of the 6.125% Notes until the redemption was completed in 2011.  

6.875% Senior Subordinated Notes

In 2011, the Company redeemed all $525 million aggregate principal amount of its outstanding 6.875% Senior Subordinated Notes (the "6.875% Notes"). In connection with the redemption of the 6.875% Notes, the Company incurred debt redemption costs of approximately $22 million, primarily in the third quarter of 2011, consisting of a $18 million call premium and net write-off of approximately $4 million of deferred debt issuance costs, which were recorded in interest expense for the year ended December 31, 2011. Prior to the redemption, in the second quarter of 2011, the swap agreement related to the 6.875% Notes was terminated, and the Company began paying interest at the 6.875% stated rate effective May 11, 2011 until the redemption was completed later in 2011.

7.75% Senior Subordinated Notes

As of December 31, 2013, the Company had $400 million aggregate principal outstanding of its 2020 Notes. On May 18, 2010, Omnicare completed its initial offering of $400 million aggregate principal amount of the 2020 Notes (the “Initial Offering”) and on September 20, 2011, the Company completed its offering of an additional $150 million aggregate principal amount of its 2020 Notes (the "Second Offering").  The 2020 Notes contain certain restrictive covenants and events of default customary for such instruments, including without limitation, restrictions on the payment of dividends, incurrence of additional debt and other restrictions contained in the indenture governing the 2020 Notes.  The 2020 Notes are guaranteed by substantially all of the Company’s subsidiaries, subject to certain exceptions.

On August 23, 2013, Omnicare entered into separate, privately negotiated exchange agreements to repurchase approximately $150 million in aggregate principal amount of its 2020 Notes. The Company recognized a net loss on the repurchase transactions of

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approximately $19.3 million in the third quarter of 2013 which was reflected in "Other Charges" on the Consolidated Statement of Comprehensive Income (Loss).

In connection with the issuance of the 2020 Notes, the Company deferred approximately $12.6 million in debt issuance costs, of which approximately $1.2 million, $1.2 million and $1.1 million was amortized to expense in the years ended December 31, 2013, 2012 and 2011, respectively. In connection with the 2013 repurchase, the Company wrote off $2.3 million of deferred debt issuance costs, which was recorded in interest expense in the third quarter of December 31, 2013.

In connection with the Initial Offering, the Company entered into an interest rate swap agreement (the "Initial Swap Agreement") and in connection with its offering of the Second Offering, the Company entered into two swap agreements (the “Additional Swap Agreements”) (collectively the "7.75% Swap Agreements"), which are designed to effectively lower the Company's cost, but subject the Company to variable interest rate risk.  Under the Initial Swap Agreement, the Company receives a fixed rate of 7.75% and pays a floating rate based on LIBOR with an interest period of six months, plus a spread of 3.87%.  Under the Additional Swap Agreements the Company received a fixed rate of 7.75% and paid a floating rate based on LIBOR with an interest period of six months, plus a weighted average spread of 5.32%. The floating rates for the 7.75% Swap Agreements are determined semi-annually, in arrears, two London Banking Days prior to the first of each of December and June.  The Company records interest expense on the 2020 Notes at the floating rates. In connection with the repurchase of a portion of the 2020 Notes in 2013, the Company terminated the Additional Swap Agreements. Upon termination, the Company recognized a $5.4 million loss which which was reflected in "Other Charges" on the Consolidated Statement of Comprehensive Income (Loss) in the third quarter of 2013.  The floating interest rate on the remaining Swap Agreement was 4.22% at December 31, 2013.

The 7.75% Swap Agreements, which match the terms of the 2020 Notes, are designated and accounted for as fair value hedges.  Accordingly, changes in the fair value of the 7.75% Swap Agreements are offset by changes in the recorded carrying value of the related 2020 Notes.  The fair value of the 7.75% Swap Agreements, of approximately $19 million and $46 million at December 31, 2013 and 2012, respectively, are recorded in “Other noncurrent assets” or “Other noncurrent liabilities” on the Consolidated Balance Sheets, as applicable, and as an adjustment to the book carrying value of the related 2020 Notes.

3.75% Convertible Senior Subordinated Notes due 2025

As of December 31, 2013, Omnicare had outstanding $132.4 million aggregate principal amount of 2025 Notes.  The 2025 Notes bear interest at a rate of 3.75% per year, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2011. As of December 31, 2013, the adjusted conversion rate is 36.8808 shares of common stock per $1,000 principal amount of 2025 Notes (equivalent to an adjusted conversion price of approximately $27.11 per share), subject to adjustment in certain circumstances. The holders may convert their 2025 Notes, prior to December 15, 2023, on any date during any calendar quarter beginning after March 31, 2011 (and only during such calendar quarter) if the closing sale price of the Company's common stock was more than 130% of the then current conversion price for at least 20 trading days in the period of the 30 consecutive trading days ending on, and including, the last trading day of the previous quarter, or at any time on or after December 15, 2023 or under certain other specified circumstances. Upon conversion, the Company will pay cash and shares of its common stock, if any, based on a daily conversion value calculated on a proportionate basis for each day of the 25 trading-day cash settlement averaging period. The 2025 Notes are guaranteed by substantially all of the the Company’s subsidiaries, subject to certain exceptions.  

On August 23, 2013, Omnicare entered into separate, privately negotiated exchange agreements under which the Company retired $180.5 million in aggregate principal amount of outstanding 2025 Notes in exchange for its issuance of $424.3 million in aggregate principal amount of 2044 Notes. Additionally, on August 23, 2013, the Company entered into separate, privately negotiated purchase agreements to repurchase approximately $5.15 million in aggregate principal amount of its outstanding 2025 Notes. In connection with these refinancing activities, the Company recognized a net loss of approximately $26.2 million in the third quarter of 2013, which was reflected in "Other charges" on the Consolidated Statements of Comprehensive Income (Loss).

On April 3, 2012, Omnicare entered into separate, privately negotiated exchange agreements under which the Company retired $256.9 million in aggregate principal amount of outstanding 2025 Notes in exchange for its issuance of $390 million in aggregate principal amount of new 3.75% Convertible Senior Subordinated Notes due 2042 (the "2042 Notes"). The Company recognized a non-cash loss on the debt exchange of approximately $33.3 million in the second quarter of 2012, which was reflected in "Other charges" on the Consolidated Statements of Comprehensive Income (Loss).

As of December 31, 2013, the 2025 Notes were convertible based on the price of the Company's common stock over the applicable measuring period (the conversion threshold was $35.24) and, accordingly, the 2025 Notes have been classified as current debt, net of unamortized discount, on the December 31, 2013 Consolidated Balance Sheet. Accordingly, since the terms of the 2025 Notes require the principal to be settled in cash, the Company reclassified from equity the portion of the 2025 Notes attributable

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to the conversion feature which had not yet been accreted to its face value. As of December 31, 2012, the conversion threshold had not been met and, accordingly, the 2025 Notes were classified as long-term debt.

In connection with the issuance of the 2025 Notes, the Company deferred approximately $9.4 million in debt issuance costs, of which approximately $0.3 million, $0.4 million and $0.6 million were amortized to expense for the years ended December 31, 2013, 2012 and 2011, respectively. Additionally, interest expense for the years ended December 31, 2013 and 2012 includes approximately $2.4 million and $3.8 million, respectively, of deferred debt issuance costs written off in connection with the Company's refinancing activities.

3.75% Convertible Senior Subordinated Notes due 2042

As of December 31, 2013, the Company had $390.0 million aggregate principal outstanding of the 2042 Notes. The 2042 Notes mature in April 2042 and bear interest at a rate of 3.75% per year, payable semiannually in arrears in April and October. Commencing with the interest period beginning April 1, 2019, the 2042 Notes will also pay contingent interest under certain circumstances based on their then current trading price. As of December 31, 2013, the 2042 Notes are convertible, upon certain circumstances, into cash and, if applicable, shares of Omnicare common stock. The 2042 Notes have an adjusted conversion rate of 24.3607 shares of common stock per $1,000 original principal amount of notes (subject to adjustment in certain events). This is equivalent to an adjusted conversion price of approximately $41.05 per share. The 2042 Notes are guaranteed by substantially all of the Company's subsidiaries, subject to certain exceptions.

Under certain circumstances, the Company has the right to redeem the 2042 Notes on or before April 1, 2016 by paying a coupon make whole amount plus accrued but unpaid interest. After April 1, 2016 the Company may, as its option, redeem the 2042 Notes by paying par plus accrued but unpaid interest. In addition, holders may require the Company to repurchase all or part of their 2042 Notes upon a fundamental change (as defined in the indenture governing the 2042 Notes) at a cash repurchase price equal to par plus accrued but unpaid interest.

In connection with the issuance of the 2042 Notes, the Company also entered into capped call transactions with a counterparty. The capped calls are subject to adjustment or termination upon the occurrence of specified events affecting the Company and are subject to additional disruption events that may give rise to termination. The capped call transactions are intended to reduce potential economic dilution upon conversion of the 2042 Notes.

As of December 31, 2013, the 2042 Notes were convertible based on the price of the Company's common stock over the applicable measuring period (the conversion threshold was $53.37) and, accordingly, the 2042 Notes have been classified as current debt, net of unamortized discount, on the December 31, 2013 Consolidated Balance Sheet. Accordingly, since the terms of the 2042 Notes require the principal to be settled in cash, the Company reclassified from equity the portion of the 2042 Notes attributable to the conversion feature which had not yet been accreted to its face value. As of December 31, 2012, the conversion threshold had not been met and, accordingly, the 2042 Notes were classified as long-term debt.

In connection with the issuance of the 2042 Notes, the Company deferred approximately $3.1 million in debt issuance costs, of which approximately $0.1 million was amortized to expense in each the years ended December 31, 2013 and 2012.

3.50% Convertible Senior Subordinated Notes due 2044

As of December 31, 2013, the Company had $424.3 million aggregate principal outstanding of the 2044 Notes. The 2044 Notes mature in February 2044 and bear interest at a rate of 3.50% per year, payable semiannually in arrears in February and August. Commencing with the interest period beginning February 15, 2021 in the case of the downside trigger and the interest period beginning on February 15, 2024 in the case of the upside trigger, the 2044 Notes will also pay contingent interest under certain circumstances based on their then current trading price. The 2044 Notes are convertible, upon certain circumstances, into cash and, if applicable, shares of Omnicare common stock. The 2044 Notes have an initial conversion rate of 14.2857 shares of common stock per $1,000 original principal amount of notes (subject to adjustment in certain events). This is equivalent to an initial conversion price of approximately $70 per share. The 2044 Notes are guaranteed by substantially all of the Company's subsidiaries, subject to certain exceptions.

Under certain circumstances based on the trading price of the Company's common stock, the Company has the right to redeem the 2044 Notes on or before February 15, 2019 at a cash purchase price equal to par plus accrued but unpaid interest. After February 15, 2019, the Company may, at its option, redeem the 2044 Notes by paying the accreted issue price to date plus accrued but unpaid interest. In addition, holders may require the Company to repurchase all or a portion of their 2044 Notes upon a fundamental change (as defined in the indenture governing the 2044 Notes) at a cash repurchase price equal to the accreted issue price to date plus accrued but unpaid interest.

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In connection with the issuance of the 2044 Notes, the Company deferred approximately $2.9 million in debt issuance costs, of which an immaterial amount was amortized to expense for the year ended December 31, 2013.

4.00% Junior Subordinated Convertible Debentures

During the first quarter of 2005, the Company completed the exchange of $333.8 million aggregate liquidation amount of Series A PIERS of Trust I for an equal amount of Series B PIERS of Trust II (representing 96.7% of the total liquidation amount of the Series A PIERS outstanding) .  The Series B PIERS have substantially similar terms to the Series A PIERS, except that the Series B PIERS have a net share settlement feature.  In connection with the exchange offer, the composition of the Company’s 4.00% Junior Subordinated Convertible Debentures due 2033 underlying the Trust PIERS was impacted.  Additional information regarding the 4.00% Junior Subordinated Convertible Debentures due 2033 underlying the Series A PIERS and the Series B PIERS is summarized below.

Series A 4.00% Junior Subordinated Convertible Debentures

In connection with the offering of the Series A PIERS in the second quarter of 2003, the Company issued a corresponding amount of 4.00% junior subordinated convertible debentures due 2033(the “Series A Debentures”) to Trust I.  Trust I is a wholly-owned finance subsidiary of the Company.  The Company has fully and unconditionally guaranteed the securities of the Trust I.  The Series A PIERS offer fixed cash distributions at a rate of 4.00% per annum payable quarterly, and a fixed conversion price of $40.82 under a contingent conversion feature whereby the holders may convert their Series A PIERS if the closing sales price of Company common stock for a predetermined period, beginning with the quarter ending September 30, 2003, is more than 130% of the then-applicable conversion price or, during a predetermined period, if the daily average of the trading prices for the Series A PIERS is less than 105% of the average of the conversion values for the Series A PIERS through 2028 (98% for any period thereafter through maturity).  The Series A PIERS also will pay contingent interest, commencing with the quarterly distribution period beginning June 15, 2009, if the average trading prices of the Series A PIERS for a predetermined period is 115% or more of the stated liquidation amount of the Series A PIERS.  In this circumstance, the holder of the convertible debenture will receive 0.125 percent of the average trading price during the predetermined period.  Embedded in the Series A PIERS are two derivative instruments, specifically, a contingent interest provision and a contingent conversion parity provision.  The embedded derivatives are periodically valued, and at period end, the values of both derivatives embedded in the Series A PIERS were not material.  However, the values are subject to change, based on market conditions, which could affect the Company’s future results of operations, financial position or cash flows.  Omnicare irrevocably and unconditionally guarantees, on a subordinated basis, certain payments to be made by the Trust I in connection with the Series A PIERS.  Subsequent to the first quarter 2005 exchange offer and 2013 conversions discussed in further detail at the Series B 4.00% Junior Subordinated Convertible Debentures due 2033 caption below, the Company has $10.5 million aggregate liquidation amount of the Series A PIERS and underlying Series A Debentures outstanding as of December 31, 2013.

Series B 4.00% Junior Subordinated Convertible Debentures due 2033

Each Series B PIERS represents an undivided beneficial interest in the assets of the Trust II, which assets consist solely of a corresponding amount of Series B 4.00% Junior Subordinated Convertible Debentures due 2033 (the “Series B Debentures”) issued by the Company to Trust II with a stated maturity of June 15, 2033.  The Company has fully and unconditionally guaranteed the securities of Trust II.  

The terms of the Series B PIERS are substantially identical to the terms of the Series A PIERS, except that the Series B PIERS are convertible into cash and, if applicable, shares of Company common stock, whereas the outstanding Series A PIERS are convertible only into Company common stock (except for cash in lieu of fractional shares).

The purpose of the exchange offer was to change the conversion settlement provisions of the Series A PIERS.  By committing to pay up to the stated liquidation amount of the Series B PIERS to be converted in cash upon conversion, the Company is able to account for the Series B PIERS under the treasury stock method.

In the fourth quarter 2013, holders presented $37.1 million and $0.7 million of the Series B and Series A PIERS for conversion, respectively. The Company recognized a non-cash loss on the conversion of the Series A and Series B PIERS of approximately $0.6 million, which was reflected in "Other charges" on the Consolidated Statements of Comprehensive Income (Loss). As of December 31, 2013, the Company had $296.7 million of Series B Debentures outstanding.

As of December 31, 2013, the Series A and Series B 4.00% Debentures were convertible based on the price of the Company's common stock over the applicable measuring period (the conversion threshold was $53.07) and, accordingly, the Series A Debentures and the Series B 4.00% Debentures have been classified as current debt, net of unamortized discount, on the December 31, 2013 Consolidated Balance Sheet. Accordingly, since the terms of the Debentures and the Series B 4.00% Debentures require

59

the principal to be settled in cash, the Company reclassified from equity the portion of the Series A and Series B Debentures attributable to the conversion feature which had not yet been accreted to its face value. As of December 31, 2012, the conversion threshold had not been met and, accordingly, the Series A Debentures and the Series B Debentures were classified as long-term debt.

In addition to the continued accrual of regular cash interest, contingent interest was accrued on the Trust PIERS (and the underlying Series A and Series B Debentures) for the periods from June 15, 2013 to September 14, 2013, September 15, 2013 to December 14, 2013 and December 15, 2013 to March 14, 2014 at a rate of 0.125% of the average trading price of the Trust PIERS for the five trading days ended June 13, 2013, September 12, 2013, and December 12, 2013 respectively. Contingent cash interest of approximately $0.07 per $50 stated liquidation amount of Trust PIERS (and per $50 principal amount of the underlying Series A and Series B Debentures) was paid on September 16, 2013 and contingent cash interest of approximately $0.085 per $50 stated liquidation amount of Trust PIERS (and per $50 principal amount of the underlying Series A and Series B Debentures) was paid on December 16, 2013. Contingent cash interest of approximately $0.0905 per $50 stated liquidation amount of Trust PIERS (and per $50 principal amount of the underlying Series A and Series B Debentures) is expected to be paid on March 17, 2014.

In connection with the issuance of the Series A 4.00% Debentures and the Series B 4.00% Convertible Debentures, the Company deferred $6.1 million in debt issuance costs, of which approximately $0.2 million was amortized to expense in each of the years ended December 31, 2013, 2012 and 2011. Additionally, interest expense for the year ended December 31, 2013 includes approximately $0.5 million of deferred debt issuance costs written off in connection with conversion of the Series A and Series B Debentures.

3.25% Convertible Senior Debentures due 2035

As of December 31, 2013, Omnicare had outstanding $428 million aggregate principal amount of 3.25% Convertible Senior Debentures due 2035 (with optional redemption by Omnicare on or after, and optional repurchase right of holders on, December 15, 2015, at par) (the “3.25% Convertible Debentures").  The 3.25% Convertible Debentures have an adjusted conversion price of approximately $77.88 per share under a conversion feature whereby the holders may convert their 3.25% Convertible Debentures, prior to December 15, 2033, on any date during any fiscal quarter beginning after March 31, 2006 (and only during such fiscal quarter) if the closing sales price of the Company’s common stock was more than 130% of the then current conversion price for at least 20 trading days in the period of the 30 consecutive trading days ending on the last trading day of the previous fiscal quarter or during any five consecutive trading days period if, during each of the previous five consecutive trading days, the trading price of the convertible debentures for each day was less than 98 percent of the then current conversion price.  The 3.25% Convertible Debentures bear interest at a rate of 3.25% per year, subject to an upward adjustment on and after December 15, 2015 in certain circumstances, up to a rate not to exceed 1.99 times the original 3.25% interest rate per year.  The 3.25% Convertible Debentures also will accrue contingent interest in cash, beginning with the six-month interest period commencing December 15, 2015, during any six-month period in which the trading price of the 3.25% Convertible Debentures for each of the five trading days ending on the second trading day immediately preceding the first day of the applicable six-month interest period equals or exceeds 120% of the principal amount of the 3.25% Convertible Debentures.  In connection with the issuance of the 3.25% Convertible Debentures, the Company deferred approximately $17.6 million in debt issuance costs, of which approximately $0.7 million, $0.8 million and $1 million were amortized to expense for the years ended December 31, 2013, 2012 and 2011, respectively.

On December 16, 2010, Omnicare repurchased $525 million aggregate principal amount of outstanding 3.25% Convertible Debentures pursuant to a tender offer.  Also, in the second quarter of 2012, the Company purchased an additional $25 million aggregate principal amount of its outstanding 3.25% Convertible Debentures. In connection with the repurchase in 2012, the Company recognized a non-cash loss on the debt extinguishment of $1.8 million which was recorded in "Other Charges" on the Consolidated Statement of Comprehensive Income (Loss).

Embedded in the Company’s convertible debentures are derivative instruments, specifically, contingent interest provisions, interest reset provisions and contingent conversion parity provisions.  The embedded derivatives are valued periodically, and at period end, the values of the derivatives embedded in the convertible debentures were not material.  However, the values are subject to change, based on market conditions, which could affect the Company’s future results of operations, financial position or cash flows. 

Favorably impacting operating cash flow was the excess of tax deductible interest expense over book interest expense related to the Company’s Series A and Series B Debentures, 3.25% Convertible Debentures, 2025 Notes, 2042 Notes and 2044 Notes. This resulted in an increase in the Company’s deferred tax liabilities during the year ended December 31, 2013, 2012 and 2011 of $28.7 million, $20.8 million and $10.4 million, respectively ($192.1 million cumulative as of December 31, 2013).  The recorded deferred tax liability could, under certain circumstances, be realized in the future upon conversion or redemption which would serve to reduce operating cash flows.

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Information relating to the Company's convertible securities at December 31, 2013 can be found in the following table:

Convertible Debt	Carrying Value of Equity Component (in thousands)		Remaining Amortization Period	Effective Interest Rate
3.75% convertible senior subordinated notes, due 2025	$	11,437	12.00	8.250	%
4.00% junior subordinated convertible debentures, due 2033	$	119,396	19.50	8.010	%
3.25% convertible senior debentures, due 2035	$	245,433	2.00	7.630	%
3.75% convertible senior subordinated notes, due 2042	$	167,941	28.25	7.300	%
3.50% convertible senior subordinated notes, due 2044	$	208,200	30.15	7.700	%

The fair value of the Company’s fixed-rate debt facilities, excluding the previously disclosed swap values, is based on quoted market prices (Level II) and is summarized as follows (in thousands):

Fair Value of Financial Instruments

	December 31, 2013				December 31, 2012
Financial Instrument:	Book Value		Market Value		Book Value		Market Value
7.75% senior subordinated notes, due 2020, gross	$	400,000	$	435,800	$	550,000	$	614,600
3.75% convertible senior subordinated notes, due 2025
Carrying value	87,310		—		204,608		—
Unamortized debt discount	45,098		—		113,446		—
Principal amount	132,408		306,500		318,054		459,600
4.00% junior subordinated convertible debentures, due 2033
Carrying value	186,136		—		206,266		—
Unamortized debt discount	121,017		—		138,734		—
Principal amount	307,153		455,900		345,000		331,600
3.25% convertible senior debentures, due 2035
Carrying value	393,126		—		377,782		—
Unamortized debt discount	34,374		—		49,718		—
Principal amount	427,500		457,400		427,500		425,400
3.75% convertible senior debentures, due 2042
Carrying value	225,014		—		229,624		—
Unamortized debt discount	164,986		—		160,376		—
Principal amount	390,000		592,800		390,000		397,100
3.50% convertible senior debentures, due 2044
Carrying value	216,643		—		—		—
Unamortized debt discount	207,607		—		—		—
Principal amount	424,250		428,500		—		—

Note 12 - Stock-Based Compensation

Stock-Based Compensation Plans

During 2004, stockholders of the Company approved the 2004 Stock and Incentive Plan (the “2004 Plan”), under which the Company is authorized to grant equity-based and other incentive compensation to employees, officers, directors, consultants and advisors of the Company in an amount aggregating up to 10.0 million shares of Company common stock.  Beginning May 18, 2004, stock-based incentive awards are made only from the 2004 Stock and Incentive Plan. The 2004 Plan includes grants of options, restricted stock, restricted stock units, and performance based restricted stock units.

Prior to the 2004 Plan, the Company had the 1998 Long-Term Employee Incentive Plan and the 1992 Long-Term Stock Incentive Plan, all of which no longer issue stock-based incentives but which had outstanding awards at December 31, 2013.

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Under these plans, stock options vest and become exercisable at varying points in time, ranging up to four years in length, and have terms that generally span ten years from the grant date.  Stock option awards are granted with an exercise price at least equal to the fair market value of Company stock on the grant date.  Omnicare’s normal practice is to issue new shares upon stock option exercise.  Certain stock option and stock awards provide for accelerated vesting if there is a change in control, as defined in the plans.

Employee Stock Purchase Plan

In November 1999, the Company’s Board of Directors adopted the Omnicare StockPlus Program, a non-compensatory employee stock purchase plan (the “ESPP”).  Under the ESPP, employees and non-employee directors of the Company who elect to participate may contribute up to 6% of eligible compensation (or an amount not to exceed $20,000 for non-employee directors) to purchase shares of the Company’s common stock.  For each share of stock purchased, the participant also receives two options to purchase a share of the Company’s common stock.  The stock options are subject to a four-year vesting period and are generally subject to forfeiture in the event the related shares purchased are not held by the participant for a minimum of two years.  The stock options have a ten-year life from the date of issuance.  Amounts contributed to the ESPP are used by the plan administrator to purchase the Company’s stock on the open market or for shares issued by Omnicare.

Restricted Stock Awards and Restricted Stock Units

Non-vested stock awards are granted at the discretion of the Compensation Committee of the Board of Directors.  These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically three to ten-year periods (vesting on a straight-line basis).  Members of the Board of Directors can elect to receive either a restricted stock award or a restricted stock unit, which is deferred until their separation from the board, vesting of these awards/units mirrors their term of service (currently one year).  The fair value of a stock award is equal to the fair market value of a share of Company common stock on the grant date.

Performance Based Restricted Stock Units

Performance based restricted stock units awards are granted at the discretion of the Compensation Committee of the Board of Directors. These awards are restricted as to the transfer of ownership and vest based on the the Company's achievement of earnings per share targets over a three-year period.

Stock-Based Compensation

The Company uses the Black-Scholes options pricing model to determine the fair value of stock options on the grant date, which is affected by Omnicare’s stock price as well as assumptions regarding a number of complex and subjective variables.  These variables include Omnicare’s expected stock price volatility over the expected term of the awards, actual and projected employee exercise behaviors, the risk-free interest rate and the stock’s dividend yield.

The expected term of stock options granted represents the period of time that the stock options are expected to be outstanding and is estimated based primarily on historical stock option exercise experience.  The expected volatility is based primarily on the historical volatility of the Company’s stock over a period generally commensurate with the expected term of the stock options.  The risk-free interest rate used in the option valuation model is based on United States Treasury Strip issues with remaining terms similar to the expected term of the stock options.  The expected dividend yield is based on the current Omnicare stock dividend yield.  The Company is required to estimate forfeitures at the time of the grant and revise those estimates in subsequent periods as necessary to reflect any changes in actual forfeiture experience.  Omnicare uses historical data to estimate pre-vesting stock option forfeitures and records stock-based compensation expense only for those awards that are expected to vest.  All stock option awards are amortized on a straight-line basis over the requisite service periods of the awards, which are generally the vesting period.

The table below represents the assumptions used to value stock options granted during the years ended December 31,:

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	2013			2012			2011
Expected volatility	27.1		%	33.6		%	35.0		%
Risk-free interest rate	1.4		%	0.7		%	1.0		%
Expected dividend yield	1.2		%	1.7		%	0.5		%
Expected term of options (in years)	4.80			5.00			5.00
Weighted average fair value per option	$	12.03		$	9.72		$	8.74

Total pretax stock-based compensation expense recognized in the Consolidated Statements of Comprehensive Income (Loss) as part of operating expense for stock options and stock awards for the year ended December 31, 2013 is approximately $1.0 million and $18.2 million, approximately $1.3 million and $15.3 million for the year ended December 31, 2012 and approximately $2.0 million and $19.7 million (including the stock option and restricted stock award separation costs disclosed in the "Separation Costs" note) for the year ended December 31, 2011.

As of December 31, 2013, there was approximately $36 million of total unrecognized compensation cost related to nonvested stock awards and stock options granted to Omnicare employees, which is expected to be recognized over a remaining weighted-average period of approximately 3 years.  The total grant date fair value of shares vested during the years ended December 31, 2013, 2012, and 2011 related to stock options was approximately $1.0 million, $2.1 million and $0.8 million, respectively. The total grant date fair value of shares vested during the years ended December 31, 2013, 2012, and 2011 related to stock awards was $12.4 million, $17.6 million and $18.7 million, respectively.

General Stock Option Information

A summary of stock option activity under the plans for the year ended December 31, 2013, is presented below (in thousands, except exercise price data):

	2013
	Shares		Weighted Average Exercise Price
Options outstanding, beginning of year	2,099		$	41.09
Options granted	82		47.51
Options exercised	(770	)	36.74
Options forfeited	(645	)	52.62
Options outstanding, end of year	766		36.41
Options exercisable, end of year	411		$	38.16

The total exercise date intrinsic value of options exercised during the years ended December 31, 2013, 2012 and 2011 was approximately $7.7 million, $11.9 million and $11.5 million, respectively.

The following summarizes information about stock options outstanding and exercisable (in thousands, except exercise price and remaining life data):

OPTIONS OUTSTANDING					OPTIONS EXERCISABLE
Range of Exercise Prices	Number Outstanding at December 31, 2013	Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price		Number Exercisable at December 31, 2013	Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price
$15.46 - $23.17	43	4.90	$	21.80	43	4.90	$	21.80
23.18 - 30.90	254	5.40	26.58		127	3.88	26.26
30.91 - 38.61	193	6.54	34.12		43	3.56	35.09
38.62 - 61.79	276	4.01	49.38		198	1.87	50.02
$15.46 - $61.79	766	5.16	$	36.41	411	2.98	$	38.16

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General Restricted Stock Award Information

A summary of nonvested restricted stock awards and performance based restricted stock units for the year ended December 31, 2013, is presented below (in thousands, except fair value data):

	2013
	Shares		Weighted Average Grant Date Fair Value
Nonvested shares, beginning of year	1,611		$	28.97
Shares awarded	519		39.98
Shares vested	(482	)	27.98
Shares forfeited	(225	)	28.73
Nonvested shares, end of year	1,423		$	33.33

Note 13 - Separation Costs

Separation Costs:

During the year ended December 31, 2013, the Company recorded separation related costs for certain employees of approximately$6.8 million. During the year ended December 31, 2012, the Company recorded a $21.0 million charge in connection with the separation of certain executives of the Company, including charges resulting from the resignation of the Company's former Chief Executive Officer on June 10, 2012 and the separation of other executives in the first and third quarters. In the quarter and year ended December 31, 2011, the Company recorded a charge of approximately $1 million for restricted stock award amortization for a former executive. These charges, primarily related to severance and accelerated vesting of restricted stock, are reflected in the "Other charges" caption of the Consolidated Statements of Comprehensive Income (Loss).

Note 14 - Employee Benefit Plans

The Company has various defined contribution savings plans under which eligible employees can participate by contributing a portion of their salary for investment, at the direction of each employee, in one or more investment funds.  Several of the plans were adopted in connection with certain of the Company’s acquisitions.  The plans are primarily tax-deferred arrangements pursuant to Internal Revenue Code (“IRC”) Section 401(k) and are subject to the provisions of the Employee Retirement Income Security Act (“ERISA”).  The Company matches employee contributions in varying degrees in cash, in accordance with the applicable plan provisions, based on the contribution levels of the employees, as specified in the respective plan documents.  Expense relating primarily to the Company’s matching contributions for these defined contribution plans for the years ended December 31, 2013, 2012 and 2011 was $11.3 million, $8.1 million and $5.7 million, respectively.

Effective January 1, 2013, the Company has a nonqualified Deferred Compensation Plan (“Deferred Plan”) for highly compensated employees of the Company that allows them to annually defer up to 50% of their base salary and up to 100% of their annual bonus. The Company makes a matching contribution on behalf of the participants equal to 50% of the participant’s contribution for the year up to a maximum of 6% of the participant’s eligible compensation. The Deferred Plan also permits the Company to make discretionary contributions on behalf of the participants. Employee contributions vest immediately, Company contributions vest ratably based on the participant’s years of service with the amount becoming fully vested upon the participant completing five years of service. Expense related to the Company’s matching contributions for the Deferred Plan for the year ended December 31, 2013 was not significant.

The Company has a non-contributory, defined benefit pension plan covering certain corporate headquarters employees and the employees of several companies sold by the Company in 1992, for which benefits ceased accruing upon the sale (the “Qualified Plan”).  Benefits accruing under this plan to corporate headquarters employees were fully vested and frozen as of January 1, 1994.

The Qualified Plan is funded with an irrevocable trust, which consists of assets held in the Vanguard Intermediate Term Treasury Fund Admiral Shares fund (“Vanguard Fund”), a mutual fund holding U.S. Treasury obligations.  In addition, the Company had established rabbi trusts, which were also held in the Vanguard Fund, to provide for retirement obligations under the excess benefit plan (“EBP”) which were paid out in 2011.  The Company’s investment strategy generally targets investing in intermediate U.S. government and agency securities funds, seeking a moderate and sustainable level of current income by investing primarily in

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intermediate-term U.S. Treasury obligations with a low credit default risk. The Company’s general approach is to fund its pension obligations in accordance with the funding provisions of ERISA.

The Qualified Plan is immaterial to the Company’s financial position overall and the amounts recorded in net periodic pension cost were $0.4 million, $0.3 million and $0.1 million for the years ended December 31, 2013, 2012 and 2011, respectively. The estimated amount of net loss in accumulated other comprehensive income expected to be recognized as a component of net periodic pension cost during 2014 is not significant. The projected and accumulated benefit obligation was $6.3 million and $7.2 million as of December 31, 2013 and 2012, respectively based on a discount rate of 4.7% for 2013 and 3.8% for 2012 . In addition the expected long term rate of return on assets was 4.0%, 6.0% and 6.0% for the years ended December 31, 2013, 2012, and 2011, respectively. The fair value of plan assets was $4.4 million as of December 31, 2013 and $4.5 million as of December 31, 2012. No significant funding is anticipated to be necessary in 2014 relating to the Qualified Plan and contributions to the plan were $0.2 million, for each of the years ended December 31, 2013, and 2012. Projected benefit payments for each of the next five fiscal years and in the aggregate for the years thereafter as of December 31, 2013 are estimated at approximately $0.4 million per year through 2022. The Qualified Plan has a projected benefit obligation in excess of plan assets of $1.9 million and $2.6 million as of December 31, 2013 and 2012, respectively, which are recorded in the Consolidated Balance Sheet as a noncurrent liability.

The Company also had an EBP that provided retirement payments to certain headquarters employees in amounts generally consistent with what they would have received under the Qualified Plan.  The retirement benefits provided by the EBP are generally comparable to those that would have been earned in the Qualified Plan, if payments under the Qualified Plan were not limited by the IRC.  On September 30, 2010, the Company terminated the defined benefit portion of its Excess Benefit Plan, which was not a qualified plan under the IRC.  As a result of the termination, each active participant’s terminated plan liability was determined, based primarily on the participant’s compensation and duration of employment, as of September 30, 2010.  Partial payments were made to non-active participants through September 30, 2010, with the final payments made in September 2011.

Approximately $75 million of payments were made during 2011 to former plan participants, primarily to three former executives (Joel F. Gemunder, Cheryl D. Hodges and Patrick E. Keefe) using funds obtained upon the liquidation of rabbi trust assets.  In addition, under the terms of the related separation agreements, Mr. Gemunder and Ms. Hodges earned interest on their unpaid benefit plan amounts at a rate of 8.75% per annum until the final payments were made in February 2011.  

Note 15 - Income Taxes

Provision

The provision for income taxes from continuing operations is comprised of the following (in thousands):

	For the years ended December 31,
	2013		2012		2011
Current provision	$	27,160	$	7,962	$	34,701
Deferred provision	61,932		95,327		65,078
Total income tax provision from continuing operations	$	89,092	$	103,289	$	99,779

Tax benefits related to the exercise of stock options and stock awards have been credited (debited) to paid-in capital in amounts of $0.2 million, $2.5 million and $5 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Effective Income Tax Rate

The difference between the Company’s reported income tax expense from continuing operations and the federal income tax expense from continuing operations computed at the statutory rate of 35.0% is explained in the following table (in thousands):

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	For the years ended December 31,
	2013					2012					2011
Federal income tax at the statutory rate	$	60,897		35.0	%	$	96,331		35.0	%	$	84,896		35.0	%
State, local and foreign income taxes, net of federal income tax benefit	8,142			4.7		9,491			3.4		8,494			3.5
(Reduction)increase for tax positions settled, net of federal income tax benefit	(2,068		)	(1.2	)	80			—		(1,676		)	(0.7	)
Settlements	17,136			9.8		—			—		7,000			2.9
Other, net	4,985			2.9		(2,613		)	(0.9	)	1,065			0.4
Total income tax provision from continuing operations	$	89,092		51.2	%	$	103,289		37.5	%	$	99,779		41.1	%

Income tax payments, net, amounted to$12 million, $44.1 million and$6.4 million for the years ended December 31, 2013, 2012 and 2011, respectively. State taxes for fiscal year 2013 include the nondeductible portion of the Gale settlement, see the "Commitment and Contingencies" note of these financial statements.

Deferred Tax Assets and Liabilities

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands):

	December 31,
	2013			2012
Accounts receivable reserves	$	77,610		$	91,773
Net operating loss (“NOL”) and capital loss carryforwards	76,809			81,530
Accrued liabilities	116,162			78,331
Other	18,030			47,421
Gross deferred tax assets, before valuation allowances	288,611			299,055
Valuation allowances	(24,159		)	(21,037		)
Gross deferred tax assets, net of valuation allowances	$	264,452		$	278,018
Amortization of intangibles	$	623,087		$	606,933
Contingent convertible debentures interest	412,305			353,397
Fixed assets and depreciation methods	73,538			55,135
Subsidiary stock basis	10,776			12,271
Current and noncurrent assets	508			10,702
Other	21,877			18,054
Gross deferred tax liabilities	$	1,142,091		$	1,056,492

As of December 31, 2013, the Company has remaining deferred tax benefits related to its federal and state net operating losses ("NOLs") and capital losses totaling approximately $77 million ($26 million federal, $47 million state and $4 million capital).  These NOLs and capital losses will expire, in varying amounts, beginning in 2013 through 2032.  The potential future tax benefits of the NOLs and capital losses have been offset by $24 million of valuation allowance based on the Company’s analysis of the likelihood of generating sufficient taxable income in the various jurisdictions to utilize the benefits before expiration.

Uncertain Tax Positions

At January 1, 2013, the Company had gross unrecognized tax benefits of $14.2 million and ended the year with gross unrecognized tax benefits of $14.8 million.  A reconciliation of the beginning and ending of year amount of unrecognized tax benefit is as follows (in thousands):

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	2013			2012			2011
Unrecognized tax benefits at beginning of year	$	14,216		$	17,091		$	18,034
Additions based on tax positions related to the current year	1,440			1,845			1,219
Additions for tax positions of prior years	8,114			2,050			5,212
Reductions for tax positions of prior years	(3,023		)	(3,051		)	(492		)
Settlement reductions	(4,602		)	(3,410		)	(5,330		)
Reductions for tax positions settled through the expirations of the statute of limitations	(1,323		)	(309		)	(1,552		)
Unrecognized tax benefits at end of year	$	14,822		$	14,216		$	17,091

Included in the balance at December 31, 2013 are approximately $12.4 million of unrecognized tax benefits, net of federal tax benefit, that, if recognized, would affect the effective tax rate.  The liabilities for unrecognized tax benefits are carried in “Other noncurrent liabilities” on the Consolidated Balance Sheets because payment of cash is not anticipated within one year of the balance sheet date for any significant unrecognized amounts.  However, it is reasonably possible that $3.4 million, net of federal tax benefit, of unrecognized federal and state tax benefits will reverse within one year of the balance sheet date due to the expiration of statutes of limitation and settlement of state audits.  The Company recognizes interest and penalties related to unrecognized tax benefits in tax expenses.  During the years ended December 31, 2013 , 2012, and 2011, the Company recognized approximately $(1.4) million, $(0.1) million, and $(0.6) million respectively in interest, net of federal tax benefit, and penalties.  The Company had accrued approximately $2.2 million, $2.9 million, and $3.1 million respectively, for the payment of interest and penalties at December 31, 2013, 2012, and 2011.

The Company files income tax returns in the U.S. federal jurisdiction and various states.  The Company is no longer subject to U.S. federal examinations by tax authorities for years before 2011, and, with few exceptions, state and local, or non-U.S. income tax examinations, by tax authorities for years before 2009. The Company is under examination by the Internal Revenue Service for 2011 and 2012 and by various state jurisdictions.

Note 16 - Earnings Per Share Data

Basic earnings per share are computed based on the weighted-average number of shares of common stock outstanding during the period.  Diluted earnings per share include the dilutive effect of stock options, warrants and restricted stock awards, as well as convertible debentures.

The following is a reconciliation of the basic and diluted earnings per share (“EPS”) computations for both the numerator and denominator (in thousands, except per share data):

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	For the years ended December 31,
2013:	Income (loss)(Numerator)			Common Shares(Denominator)	Per Common Share Amounts
Basic EPS
Income from continuing operations	$	84,892			$	0.83
Loss from discontinued operations	(128,324		)		(1.26		)
Net income	(43,432		)	102,080	$	(0.43	)
Effect of Dilutive Securities
Convertible securities	281			6,736
Stock options, warrants and awards	—			633
Diluted EPS
Income from continuing operations plus assumed conversions	85,173				$	0.78
Loss from discontinued operations	(128,324		)		(1.17		)
Net income plus assumed conversions	$	(43,151	)	109,449	$	(0.39	)
2012:
Basic EPS
Income from continuing operations	$	171,943			$	1.57
Income from discontinued operations	22,931				0.21
Net income	194,874			109,531	$	1.78
Effect of Dilutive Securities
Convertible securities	284			2,891
Stock options, warrants and awards	—			566
Diluted EPS
Income from continuing operations plus assumed conversions	172,227				$	1.52
Income from discontinued operations	22,931				0.20
Net income plus assumed conversions	$	195,158		112,988	$	1.73
2011:
Basic EPS
Income from continuing operations	$	142,779			$	1.26
Loss from discontinued operations	(55,855		)		(0.49		)
Net income	86,924			113,000	$	0.77
Effect of Dilutive Securities
Convertible securities	287			1,011
Stock options, warrants and awards	—			770
Diluted EPS
Income from continuing operations plus assumed conversions	143,066				$	1.25
Loss from discontinued operations	(55,855		)		(0.49		)
Net income plus assumed conversions	$	87,211		114,781	$	0.76

EPS is reported independently for each amount presented. Accordingly, the sum of the individual amounts may not necessarily equal the separately calculated amounts for the corresponding period.

The Company is required to include additional shares in its diluted share outstanding calculation based on the treasury stock method when the average Omnicare stock market price for the applicable period exceeds the following amounts:

Convertible Debt	Price
3.75% convertible senior subordinated notes, due 2025	$	27.11
4.00% junior subordinated convertible debentures, due 2033	$	40.82
3.25% convertible senior debentures, due 2035	$	77.88
3.75% convertible senior subordinated notes, due 2042	$	41.05
3.50% convertible senior subordinated notes, due 2044	$	70.00

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During the years ended December 31, 2013, 2012 and 2011, the anti-dilutive effect associated with certain stock options, warrants and stock awards was excluded from the computation of diluted EPS, since the exercise price was greater than the average market price of the Company’s common stock during these periods.  The aggregate number of stock options, warrants and stock awards excluded from the computation of the diluted EPS for those years totaled approximately 0.7 million, 2.1 million and 2.6 million, respectively.  

Note 17 - Restructuring and Other Related Charges

Company-wide Reorganization Program

During 2010, the Company initiated a Company-wide Reorganization Program ("CWR"), including a reshaping of the organization with the objective of deploying resources closer to the customers, allowing Omnicare to become more responsive to customer needs, better leveraging the Omnicare platform and better positioning the Company for potential growth.  The CWR program was completed in the third quarter of 2012 with the completion of the relocation of the Corporate office. The Company recorded restructuring and other related charges for the CWR program of approximately $8.9 million in the third quarter of 2012 and $11.9 million cumulatively since 2010. The majority of the charges were recorded in the Corporate/Other segment.

Details of the Company-wide Reorganization Program restructuring related charges are as follows (pretax, in thousands):

	Balance at December 31, 2011		2012 Provision/ Accrual		Utilized during 2012			Balance at December 31, 2012		Utilized during 2013			Balance at December 31, 2013
Restructuring charges:
Employee severance	$	27	$	—	$	(27	)	$	—	$	—		$	—
Employment agreement buy-outs	368		—		(368		)	—		—			—
Lease terminations	—		7,944		(1,189		)	6,755		(2,309		)	4,446
Other assets, fees and facility exit costs	—		731		(364		)	367		(305		)	62
Total restructuring charges	$	395	8,675		$	(1,948	)	$	7,122	$	(2,614	)	$	4,508
Other related charges			281
Total restructuring and other related charges			$	8,956

The remaining liabilities at December 31, 2013 represent amounts not yet paid relating to actions taken in connection with the program (primarily lease payments).  The provision/accrual and corresponding payment amounts relating to employee severance were accounted for in accordance with the authoritative guidance for employers’ accounting for postemployment benefits; and the provision/accrual and corresponding payment amounts relating to employment agreement buy-outs are being accounted for in accordance with the authoritative guidance regarding accounting for costs associated with exit or disposal activities.

Note 18 - Commitments and Contingencies

Omnicare continuously evaluates contingencies based upon the best available information. The Company believes that liabilities have been recorded to the extent necessary in cases where the outcome is considered probable and reasonably estimable. To the extent that resolution of contingencies results in amounts that vary from the Company’s recorded liabilities, future earnings will be charged or credited accordingly.

On December 4, 2013, a complaint entitled United States, et al., ex rel. Raymond Dolan v. Omnicare, Inc., et al. was served on Omnicare. The initial complaint, filed under seal on January 19, 2010 in the U.S. District Court for the Northern District of Illinois, was brought by Raymond Dolan as a private party qui tam relator on behalf of the federal government and the States of Illinois and North Carolina. The relator filed a First Amended Complaint on February 11, 2014. The relator asserts violations of the federal False Claims Act and analogous state laws based upon allegations that the Company entered into contracts with certain customer facilities in Illinois that included pricing for pharmaceuticals below Average Wholesale Price as well as other discounted pricing in return for referrals of business, allegedly in violation of the Stark Law, Medicare regulations, and the Anti-Kickback Statute. The U.S. Department of Justice notified the court on September 13, 2013 that it declined to intervene. The Company believes that the allegations are without merit and intends to vigorously defend itself in this action.

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On November 26, 2013, a complaint entitled United States, et al., ex rel. Frank Kurnik v. Amgen, Inc., Omnicare, Inc., PharMerica Corp., and Kindred Healthcare, Inc., No. 3:11-cv-01464-JFA, was unsealed by the U.S. District Court for the District of South Carolina. The U.S. Department of Justice has notified the court that it intervened against Omnicare for the purposes of settlement. The complaint alleges violations of the False Claims Act stemming from activities in connection with agreements it had with the manufacturer of the pharmaceutical Aranesp that allegedly violated the Anti-Kickback Statute. In a previous filing, prior to the complaint being unsealed, the Company disclosed the underlying investigation by the U.S. Department of Justice, through the U.S. Attorney’s Office for the District of South Carolina. The Company previously recorded a provision related to this matter. On November 20, 2013, the Company reached an agreement in principle, without admitting liability, with the U.S. Department of Justice, pursuant to which the Company will pay $4.2 million, plus reasonable attorneys’ fees, to settle the claims alleged in the complaint. This agreement in principle is subject to execution of definitive settlement documentation. The Company has updated the previous provision in its financial statements for the year ended December 31, 2013 to reflect the actual settlement amount and an estimate of legal fees. While the Company believes that a final settlement will be reached, there can be no assurance that any final settlement agreement will be executed or as to the final terms of such settlement.

On November 18, 2013, a complaint entitled United States, et al., ex rel. Fox Rx, Inc. v. Omnicare, Inc., NeighborCare, Inc., PharMerica, Corp, and Managed Health Care Associates, Inc., No. 1:12-CIV-0275 was served on Omnicare. The initial complaint was filed under seal on January 12, 2012 in the U.S. District Court for the Southern District of New York. The complaint was brought by Fox Rx., Inc. as a private party qui tam relator on behalf of the federal government and several states. The action alleges civil violations of the federal False Claims Act and analogous state laws based upon allegations that the Company dispensed certain brand medications in lieu of generic alternatives in violation of state board of pharmacy regulations or state Medicaid laws, and allegations that the Company dispensed expired medications in violation of Medicare regulations. The U.S. Department of Justice has notified the court that it declined to intervene in this action. The Company believes that the allegations are without merit and intends to vigorously defend itself in this action.

On July 29, 2013, a complaint entitled James D. “Buddy” Caldwell, Attorney General, ex rel. State of Louisiana v. Abbott Laboratories, Inc., et al., No. 603091, was served on Omnicare. The initial complaint was first filed against Abbott on June 30, 2011. Omnicare and other defendants were added on July 9, 2013. The complaint was brought by the Louisiana Attorney General alleging certain activities in connection with agreements Omnicare had with Abbott, the manufacturer of the pharmaceutical Depakote, violated the Louisiana Medical Assistance Program Integrity Laws and Unfair Trade Practices Act. On August 27, 2013, the Company removed this action to the United States District Court for the Middle District of Louisiana. On September 26, 2013, the State moved to remand the case to state court. The Company opposed the motion. The Company believes that the allegations are without merit and intends to vigorously defend itself in this action.

On May 23, 2013, a qui tam complaint entitled United States and the State of Illinois ex rel. Alan Litwiller v. Omnicare, Inc., No. 1:11-cv-08980, was unsealed by the U.S. District Court for the Northern District of Illinois, Eastern Division. The complaint was brought by Alan Litwiller as a private party qui tam relator on behalf of the federal government and the State of Illinois. The action alleges civil violations of the federal False Claims Act and analogous Illinois state law based upon allegations that the Company agreed to forego collection of certain debts, provided certain credits or refunds to customers, provided charitable donations to charities associated with certain customers, and provided other services below cost for referrals of business in violation of the Anti-Kickback Statute. The U.S. Department of Justice has notified the court that it declined to intervene in this action. On September 16, 2013, the Company filed a motion to dismiss the relator’s claims. The Company believes that the allegations are without merit and intends to vigorously defend itself in this action.

On March 22, 2013, a qui tam complaint entitled United States et al. ex rel. Susan Ruscher v. Omnicare, Inc. et al., Civil No. 08-cv-3396, which had been filed under seal in the U.S. District Court for the Southern District of Texas, was unsealed by the court. The complaint was brought by Susan Ruscher as a private party qui tam relator on behalf of the federal government and several state governments. The action alleges civil violations of the federal False Claims Act and analogous state laws based upon allegations that the Company’s practices relating to customer collections violated the Anti-Kickback Statute. The U.S. Department of Justice has notified the court that it declined to intervene in this action at this time. On September 6, 2013 the relator filed a Third Amended Complaint. On November 5, 2013, the Company filed a motion to dismiss the Third Amended Complaint. The Company believes that the allegations are without merit and intends to vigorously defend itself in this action.

On March 11, 2013, a qui tam complaint entitled United States et al. ex rel. Marc Silver v. Omnicare, Inc. et al. Civil No. 1:11-cv-01326, which had been filed under seal in the U.S. District Court for the District of New Jersey, was unsealed by the court. The complaint was brought by Marc Silver as a private party qui tam relator on behalf of the federal government and several state governments. The action alleges civil violations of the federal False Claims Act and analogous state laws based upon allegations that the Company provided certain customer facilities with discounts and other forms of remuneration in return for referrals of business in violation of the Anti-Kickback Statute. The U.S. Department of Justice has notified the court that it declined to intervene

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in this action. On August 30, 2013, the Company filed a motion to dismiss the complaint. On October 22, 2013, as part of the agreement in principle to settle the claims alleged in the Gale complaint (as described below), the Company agreed with the relator to settle certain federal claims alleged in the Silver complaint. The agreement in principle was not effectuated. On November 12, 2013, the relator filed his Third Amended Complaint and on December 6, 2013, the Company filed a Motion to Dismiss the Third Amended Complaint. On January 24, 2014, as part of the revised agreement in principle to settle the claims alleged in the Gale complaint, the Company agreed to pay $8.24 million and no attorneys’ fees to settle all state claims in the Silver complaint and the U.S. Department of Justice agreed to have all federal claims in the Silver complaint dismissed with prejudice. This agreement in principle is subject to approval by the federal and state governments and execution of definitive settlement documentation. While the Company believes that a final settlement will be reached, there can be no assurance that any final settlement agreement will be executed or as to the final terms of such settlement.

On October 5, 2011, a qui tam complaint, entitled United States ex rel. Donald Gale v. Omnicare, Inc., No. 1:10-cv-0127, was served on the Company. The case had been filed on January 19, 2010 under seal with the U.S. District Court for the Northern District of Ohio, Eastern Division. The complaint was unsealed by the court on June 9, 2011 after the U.S. Department of Justice notified the court that it has declined to intervene in this action. The complaint was brought by Donald Gale as a private party qui tam relator on behalf of the federal government. The action alleges civil violations of the False Claims Act based on allegations that the Company provided certain customer facilities with discounts and other forms of remuneration in return for referrals of business in violation of the Anti-Kickback Statute, and offered pricing terms in violation of the “most favored customer” pricing laws of various state Medicaid plans. The Company filed a motion to dismiss on January 27, 2012. On September 26, 2012, the court granted in part and denied in part the Company’s motion to dismiss. On October 22, 2013, the Company reached an agreement in principle, without admitting liability, with the relator, pursuant to which the Company agreed to pay $120 million, plus attorneys’ fees, to settle the relator’s alleged claims, as well as certain claims alleged in the Silver complaint (described above). On December 6, 2013, after approval by the U.S. Department of Justice, the Company and the relator executed settlement documentation. Prior to the case being dismissed, the court learned of a potential breach of the seal by the relator and potential misrepresentations by the relator and his attorneys and held a hearing on January 9, 2014 to reconsider the court’s prior order denying the Company’s motion for disqualification of the relator and dismissal of the action and the Company's additional motion for sanctions. Prior to the court’s decision on the reconsideration motion and a motion for sanctions against the relator and his attorneys, on January 24, 2014, the Company reached an agreement in principle, without admitting liability, with the U.S. Department of Justice (which moved to intervene in the case for the purpose of settlement), in which the Company agreed to pay $116 million and no attorneys’ fees to settle the claims alleged in the Gale complaint and to pay $8.24 million and no attorneys’ fees to settle all the state claims alleged in the Silver complaint and the U.S. Department of Justice agreed to have federal claims alleged in the Silver complaint dismissed with prejudice. In addition, the Company and the relator reached an agreement in principle pursuant to which the relator will pay the Company $4.24 million to settle the motion for sanctions. These agreements in principle are subject to approval by the federal and state governments and execution of definitive settlement documentation. The Company recorded a provision equal to the net settlement amount and an estimate of legal fees in its financial results for the year ended December 31, 2013. While the Company believes that a final settlement will be reached, there can be no assurance that any final settlement agreement will be executed or as to the final terms of such settlement.

On August 4, 2011, a qui tam complaint, entitled United States ex rel. Fox Rx, Inc. v. Omnicare, Inc. and Neighborcare, Inc., No. 1:11-cv-0962, which was filed under seal with the U.S. District Court for the Northern District of Georgia, was unsealed by the court. The U.S. Department of Justice declined to intervene in this action. The Company was served with the complaint on November 23, 2011. The complaint was brought by Fox Rx, Inc. as a private party qui tam relator on behalf of the federal government. The action alleges civil violations of the False Claims Act based on allegations that the Company billed Medicare Part D for medically unnecessary antipsychotic drugs, increased the dispensing fees by artificially shortening the supply of prescribed medication, submitted claims for antipsychotic drugs without complying with Fox Rx, Inc.’s prior approval requirements, and waived or failed to collect copayments from patients to induce the use of prescription drugs. The Company filed a motion to dismiss on December 21, 2011. On August 29, 2012, the court granted the Company’s motion to dismiss, though granting leave to replead certain counts. On September 18, 2012, the relator filed a Third Amended Complaint reasserting its claims regarding copayments and antipsychotic drugs. On October 2 and 5, 2012, the Company filed motions to dismiss the Third Amended Complaint. On May 17, 2013, the court granted in part and denied in part the Company’s motions to dismiss. The court dismissed all claims except those related to prescriptions filled for Fox patients between 2009 and 2010. On December 2, 2013, the Company filed a motion for summary judgment on all remaining claims in the case. The Company believes that the allegations are without merit and intends to vigorously defend itself in this action.

On August 24, 2011, a class action complaint entitled Ansfield v. Omnicare, Inc., et al. was filed on behalf of a putative class of all purchasers of the Company’s common stock from January 10, 2007 through August 5, 2010 against the Company and certain of its current and former officers in the U.S. District Court for the Eastern District of Kentucky, alleging violations of federal securities laws in connection with alleged false and misleading statements with respect to the Company’s compliance with federal and state Medicare and Medicaid laws and regulations. On October 21, 2011, a class action complaint entitled Jacksonville Police

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& Fire Pension Fund v. Omnicare, Inc. et al. was filed on behalf of the same putative class of purchasers as is referenced in the Ansfield complaint, against the Company and certain of its current and former officers, in the U.S. District Court for the Eastern District of Kentucky. Plaintiffs allege substantially the same violations of federal securities law as are alleged in the Ansfield complaint. Both complaints seek unspecified money damages. The court has appointed lead counsel and a consolidated amended complaint was filed on May 11, 2012. The Company filed a motion to dismiss on July 16, 2012. On March 27, 2013, the court granted the Company’s motion to dismiss and dismissed all claims with prejudice. On April 26, 2013, the plaintiffs filed a notice of appeal to the U.S. Court of Appeals for the Sixth Circuit appealing the District Court’s order dismissing the complaint with prejudice. The parties completed oral argument before the Sixth Circuit on January 30, 2014. The Company believes that the allegations are without merit and intends to vigorously defend itself in this action.

On October 29, 2010, a qui tam complaint entitled United States et al., ex rel. Banigan and Templin v. Organon USA, Inc., Omnicare, Inc. and PharMerica, Inc., Civil No. 07-12153-RWZ, that had been filed under seal with the U.S. District Court in Boston, Massachusetts, was ordered unsealed by the court. The complaint was brought by James Banigan and Richard Templin, former employees of Organon, as private party qui tam relators on behalf of the federal government and several state and local governments. The action alleges civil violations of the False Claims Act based on allegations that Organon USA, Inc. and its affiliates paid the Company and several other long-term care pharmacies rebates, post-purchase discounts and other forms of remuneration in return for purchasing pharmaceuticals from Organon and taking steps to increase the purchase of Organon’s drugs in violation of the Anti-Kickback Statute. The U.S. Department of Justice declined to intervene in this action. The court denied the Company’s motion to dismiss on June 1, 2012. Discovery is ongoing in this matter. The Company believes that the allegations are without merit and intends to vigorously defend itself in this action.

The Drug Enforcement Administration (“DEA”) investigated alleged errors and deficiencies in paperwork requirements for controlled substance dispensing at several of the Company’s pharmacies in Ohio and the United States Attorney’s Office, Northern District of Ohio (“AUSA”), conducted an investigation relating to this matter. The AUSA conducted a criminal investigation of several current and former employees in connection with the DEA audits. The Company recorded a provision for this matter in the quarters ended December 31 and June 30, 2011 and December 31, 2010. On May 10, 2012, the Company agreed to a nationwide settlement of all matters subject to the DEA investigation in exchange for a payment of $50 million. The settlement included a release of all Omnicare owned pharmacies, all Omnicare joint venture pharmacies, and all present and former directors, officers, and employees from any civil penalty claim, or any administrative action, including denial, suspension, or revocation of any DEA registration, related to the subject matter of the investigation. The Company and current and former employees are no longer the subject of a criminal investigation by the AUSA in connection with the DEA audits.

The U.S. Department of Justice, through the U.S. Attorney’s Office for the Western District of Virginia, is investigating whether the Company’s activities in connection with agreements it had with the manufacturer of the pharmaceutical Depakote violated the False Claims Act or the Anti-Kickback Statute. The Company is cooperating with this investigation and believes that it has complied with applicable laws and regulations with respect to this matter.

The U.S. Department of Justice is investigating whether certain of the Company's practices relating to customer collections violated the False Claims Act or the Anti-Kickback Statute.  The Company is cooperating with this investigation and believes that it has complied with applicable laws and regulations with respect to this matter.

On April 14, 2010, a purported shareholder derivative action, entitled Manville Personal Injury Settlement Trust v. Gemunder, et al., Case No. 10-CI-01212, was filed in Kentucky State Court, against members of the Board and certain current and former officers of the Company, individually, purporting to assert claims for breach of fiduciary duty, unjust enrichment, gross mismanagement, and waste of corporate assets arising out of alleged violations of federal and state laws prohibiting the payment of illegal kickbacks and the submission of false claims in connection with the Medicare and Medicaid healthcare programs. Plaintiff alleges that the Board and senior management caused the Company to violate these laws, which has resulted in over $100 million in fines and penalties paid by Omnicare and exposed the Company and certain individual defendants to potential civil and criminal liability. On April 27, 2011 the court entered an order denying defendants’ motion to dismiss the complaint for failure to make a pre-suit demand and failure to state a claim. Defendants filed a notice of appeal from the decision in the Kentucky Court of Appeals, and plaintiff moved to dismiss that appeal on the grounds that the order denying defendants’ motion to dismiss is not subject to an immediate appeal under Kentucky law. On October 6, 2011, the Kentucky Court of Appeals granted plaintiff’s motion on the grounds that the appeal was premature. The individual defendants have denied all allegations of wrongdoing. On August 8, 2013, the parties entered into a definitive agreement to settle the claims asserted by plaintiff and on October 29, 2013, after holding a hearing, the court approved the settlement and dismissed the case. The settlement provides for, among other things: (i) the release by plaintiff and the Company of all claims that have been or could have been asserted against the individual defendants arising out of or relating to the subject matter of the action; (ii) an explicit disclaimer of wrongdoing or liability on the part of the individual defendants; and (iii) the adoption or continuation by the Company of certain corporate governance measures, as well as the creation of a settlement fund, funded by insurance proceeds in the amount of $16.7 million (less plaintiff’s reasonable attorney fees), to

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be used by the Company over four years following the effective date of the settlement to implement, among other things, such corporate governance measures.

On January 8, 2010, a qui tam complaint, entitled United States et al., ex rel. Resnick and Nehls v. Omnicare, Inc., Morris Esformes, Phillip Esformes and Lancaster Ltd. d/b/a Lancaster Health Group, No. 1:07cv5777, that was filed under seal with the U.S. District Court in Chicago, Illinois was unsealed by the court. The U.S. Department of Justice and the State of Illinois have notified the court that they have declined to intervene in this action. The complaint was brought by Adam Resnick and Maureen Nehls as private party qui tam relators on behalf of the federal government and two state governments. The action alleges civil violations of the federal False Claims Act and certain state statutes based on allegations that Omnicare acquired certain institutional pharmacies at above-market rates in violation of the Anti-Kickback Statute and applicable state statutes. On December 1, 2010, Resnick filed a motion to withdraw as a relator, which the court granted on December 14, 2010. The Company recorded a provision for this matter in the quarter ended June 30, 2012. On June 24, 2013 the Company entered into an agreement with the remaining relator to voluntarily dismiss the action and made settlement payments in an aggregate amount of approximately $20 million. The U.S. Department of Justice and named states consented to the dismissal. On July 11, 2013, the court granted the relator’s stipulated motion to voluntarily dismiss the claims against the Company.

On June 11, 2010, a qui tam complaint, entitled United States ex rel. Stone v. Omnicare Inc., No. 1:09cv4319, that was filed under seal with the U.S. District Court in Chicago, Illinois was unsealed by the court. The U.S. Department of Justice and the various states named in the complaint have notified the court that they have declined to intervene in this action. The complaint was brought by John Stone, the Company’s former Vice President of Internal Audit, as a private party qui tam relator on behalf of the federal government and several state governments. The action alleges civil violations of the False Claims Act and certain state statutes based on allegations that the Company submitted claims for reimbursement for certain ancillary services that did not conform with Medicare and Medicaid regulations, submitted claims for reimbursement from newly acquired pharmacies that were in violation of certain Medicaid and Medicare regulations, violated certain FDA regulations regarding the storage and handling of a particular drug, and violated certain Medicaid billing regulations relating to usual and customary charges. The relator also asserts against the Company a retaliatory discharge claim under the False Claims Act. Following the court’s order dismissing some claims with prejudice, on September 15, 2011, the relator filed an Amended Complaint in which he (i) repeated his claim that the Company submitted false claims for certain ancillary services that did not conform with Medicare and Medicaid regulations, (ii) included a new claim that the Company submitted false claims to the Nevada Medicaid program for a particular drug, and repeated his retaliatory discharge claim. The Company filed a motion to dismiss the Amended Complaint on November 15, 2011. The relator filed a response in opposition to that motion and on April 24, 2012, the court granted the Company’s motion to dismiss without prejudice all claims except the retaliatory discharge claim. On May 29, 2012, the relator filed a Second Amended Complaint. The Company filed a motion to dismiss on June 28, 2012 and on November 20, 2012 the court granted the Company’s motion to dismiss with prejudice all claims except the retaliatory discharge claim. The Company filed its Answer to the remaining claim on December 11, 2012. The parties entered into an agreement to settle the remaining claim. On April 15, 2013, the court granted the parties’ stipulation of dismissal with prejudice as to the relator and without prejudice as to the government.

On November 19, 2010, the Company was served with a second amended qui tam complaint entitled United States ex rel. Rostholder v. Omnicare, Inc. and Omnicare Distribution Center, LLC f/k/a Heartland Repack Services LLC, No. CCB-07-1283, which was filed under seal with the U.S. District Court in Baltimore, Maryland in May 2007. The U.S. Department of Justice notified the court on April 22, 2009 that it declined to intervene in this action. The complaint was brought by Barry Rostholder as a private party qui tam relator on behalf of the federal government and several state and local governments. The action, in general, alleges civil violations of the False Claims Act based on allegations that the Company submitted claims for reimbursement for drugs that were repackaged at its Heartland repackaging facility in violation of certain FDA regulations. These allegations arise from the previously disclosed issues experienced by the Company at its Heartland repackaging facility, which suspended operations in 2006. On September 30, 2011, the Company filed a motion to dismiss the lawsuit in its entirety. On August 14, 2012, the court granted the Company’s motion with prejudice as to the relator and without prejudice as to the United States. The relator filed an amended motion for reconsideration on September 10, 2012. On October 19, 2012, the court denied the relator’s motion to reconsider. On November 16, 2012, the relator filed a Notice of Appeal to the U.S. Court of Appeals for the Fourth Circuit from the District Court’s denial of the motion to reconsider and granting of the Company’s motion to dismiss. The appeal of this matter has been submitted for decision to the Fourth Circuit. The Company believes that the allegations are without merit and intends to vigorously defend itself in this action.

As part of the previously disclosed civil settlement agreement entered into by the Company with the U.S. Attorney’s Office, District of Massachusetts in November 2009, the Company also entered into an amended and restated corporate integrity agreement (“CIA”) with the Department of Health and Human Services Office of the Inspector General (“OIG”) with a term of five years from November 2, 2009. Pursuant to the CIA, the Company is required, among other things, to (i) create procedures designed to ensure that each existing, new or renewed arrangement with any actual or potential source of health care business or referrals to Omnicare or any actual or potential recipient of health care business or referrals from Omnicare does not violate the Anti-Kickback

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Statute, 42 U.S.C. (§) 1320a-7b(b) or related regulations, directives and guidance, including creating and maintaining a database of such arrangements; (ii) retain an independent review organization to review the Company’s compliance with the terms of the CIA and report to OIG regarding that compliance; and (iii) provide training for certain Company employees as to the Company’s requirements under the CIA. The requirements of the Company’s prior corporate integrity agreement obligating the Company to create and maintain procedures designed to ensure that all therapeutic interchange programs are developed and implemented by Omnicare consistent with the CIA and federal and state laws for obtaining prior authorization from the prescriber before making a therapeutic interchange of a drug and to maintain procedures for the accurate preparation and submission of claims for federal health care program beneficiaries in hospice programs, have been incorporated into the amended and restated CIA without modification. The requirements of the CIA have resulted in increased costs to maintain the Company’s compliance program and greater scrutiny by federal regulatory authorities. Violations of the CIA could subject the Company to significant monetary penalties. Consistent with the CIA, the Company is reviewing its contracts to ensure compliance with applicable laws and regulations. As a result of this review, pricing under certain of its consultant pharmacist services contracts has increased and will continue to increase, and these price increases have resulted and may continue to result in the loss of certain contracts.

In February 2006, two substantially similar putative class action lawsuits were filed in the U.S. District Court for the Eastern District of Kentucky, and were consolidated and entitled Indiana State Dist. Council of Laborers & HOD Carriers Pension & Welfare Fund v. Omnicare, Inc., et al., No. 2:06cv26. The amended consolidated complaint was filed against Omnicare, three of its officers and two of its directors and purported to be brought on behalf of all open-market purchasers of Omnicare common stock from August 3, 2005 through July 27, 2006, as well as all purchasers who bought their shares in the Company’s public offering in December 2005. The complaint contained claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (and Rule 10b-5) and Section 11 of the Securities Act of 1933 and sought, among other things, compensatory damages and injunctive relief. Plaintiffs alleged that Omnicare (i) artificially inflated its earnings (and failed to file GAAP-compliant financial statements) by engaging in improper generic drug substitution, improper revenue recognition and overvaluation of receivables and inventories; (ii) failed to timely disclose its contractual dispute with UnitedHealth Group Inc.; (iii) failed to timely record certain special litigation reserves; and (iv) made other allegedly false and misleading statements about the Company’s business, prospects and compliance with applicable laws and regulations. The defendants filed a motion to dismiss the amended complaint on March 12, 2007, and on October 12, 2007, the district court dismissed the case. On November 9, 2007, plaintiffs appealed the dismissal to the U.S. Court of Appeals for the Sixth Circuit. On October 21, 2009, the Sixth Circuit Court of Appeals generally affirmed the district court’s dismissal, dismissing plaintiff’s claims for violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5. However, the appellate court reversed the dismissal for the claim brought for violation of Section 11 of the Securities Act of 1933, and returned the case to the district court for further proceedings. On July 14, 2011, the district court granted plaintiffs’ motion to file a third amended complaint. This complaint asserts a claim under Section 11 of the Securities Act of 1933 on behalf of all purchasers of Omnicare common stock in the December 2005 public offering. The new complaint alleges that the 2005 registration statement contained false and misleading statements regarding Omnicare’s policy of compliance with all applicable laws and regulations with particular emphasis on allegations of violation of the federal Anti-Kickback Statute in connection with three of Omnicare’s acquisitions, Omnicare’s contracts with two of its suppliers and its provision of pharmacist consultant services. On August 19, 2011, the defendants filed a motion to dismiss the plaintiffs’ most recent complaint and on February 13, 2012 the district court dismissed the case and struck the case from the docket. On March 12, 2012, the plaintiffs filed a notice of appeal in the U.S. Court of Appeals for the Sixth Circuit. On May 23, 2013, the U.S. Court of Appeals affirmed in part and reversed and remanded in part the dismissal of the plaintiffs’ complaint. On June 6, 2013, the Company petitioned the Court of Appeals for a rehearing en banc. The petition for rehearing en banc was denied on July 23, 2013. On October 4, 2013 the Company filed a petition for writ of certiorari in the United States Supreme Court.

On February 13, 2006, two substantially similar shareholder derivative actions, entitled Isak v. Gemunder, et al., and Fragnoli v. Hutton, et al., were filed in Kentucky State court against certain current and former members of Omnicare’s board of directors, individually, purporting to assert claims for breach of fiduciary duty, abuse of control, gross mismanagement, waste of corporate assets and unjust enrichment arising out of the Company’s alleged violations of federal and state health care laws based upon the same purportedly improper generic drug substitution that is the subject of the HOD Carriers class action described above. The Isak and Fragnoli cases were subsequently consolidated under Case No. 06-CI-00389 and given the caption In re Omnicare, Inc. Derivative Litigation. The plaintiffs’ amended complaint sought, among other things, damages, restitution and injunctive relief. The individual defendants have denied all allegations of wrongdoing. In 2007, the individual defendants moved to dismiss the plaintiffs’ amended complaint in its entirety. Following briefing, a hearing on that motion was held on August 21, 2007. On October 7, 2013, the parties entered into a definitive agreement to settle the claims asserted by plaintiffs. On December 3, 2013 the court, after holding a hearing, approved the settlement and dismissed the case. The settlement agreement provides for, among other things, the release by the plaintiffs and the Company of all claims that have been or could have been asserted against the individual defendants arising out of or relating to the subject matter of the action and an explicit disclaimer of wrongdoing or liability on the part of the individual defendants.

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The years ended December 31, 2013, 2012 and 2011 included a $167.5 million, $49.4 million and $55.0 million charge, respectively, reflected in “Settlement, litigation and other related charges” on the Consolidated Statements of Comprehensive Income (Loss), primarily for estimated litigation and other related settlements and associated professional expenses for resolution of certain regulatory matters with the federal government and various states and a qui tam lawsuit, certain large customer disputes, the investigation by the federal government and certain states relating to drug substitutions and costs associated with the purported class and derivative actions against the Company.  In connection with Omnicare's participation in Medicare, Medicaid and other healthcare programs, the Company is subject to various inspections, audits, inquiries and investigations by governmental/regulatory authorities responsible for enforcing the laws and regulations to which the Company is subject.  Further, the Company maintains a compliance program which establishes certain routine periodic monitoring of the accuracy of the Company's billing systems and other regulatory compliance matters and encourages the reporting of errors and inaccuracies.  As a result of the compliance program, Omnicare has made, and will continue to make, disclosures to the applicable governmental agencies of amounts, if any, determined to represent over-payments from the respective programs and, where applicable, those amounts, as well as any amounts relating to certain inspections, audits, inquiries and investigations activity are included in “Settlement, litigation and other related charges” on the Consolidated Statements of Comprehensive Income (Loss).

Although the Company cannot know the ultimate outcome of the matters described in the preceding paragraphs other than as disclosed, there can be no assurance that the resolution of these matters will not have a material adverse impact on the Company’s consolidated results of operations, financial position or cash flows or, in the case of other billing matters, that these matters will be resolved in an amount that would not exceed the amount of the pretax charges previously recorded by the Company.

As part of its ongoing operations, the Company is subject to various inspections, audits, inquiries, investigations and similar actions by third parties, as well as governmental/regulatory authorities responsible for enforcing the laws and regulations to which the Company is subject. Further, under the federal False Claims Act, private parties have the right to bring qui tam, or “whistleblower,” suits against companies that submit false claims for payments to, or improperly retain overpayments from, the government. Some states have adopted similar state whistleblower and false claims provisions. In addition to the inquiries discussed above, the Company from time to time receives government inquiries from federal and state agencies regarding compliance with various healthcare laws. The Company is also involved in various legal actions arising in the normal course of business. At any point in time, the Company is in varying stages of discussions on these matters. Omnicare records accruals for such contingencies to the extent that the Company concludes that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These matters are continuously being evaluated and, in many cases, are being contested by the Company and the outcome is not predictable. The inherently unpredictable nature of legal proceedings may be exacerbated by various factors from time to time, including: (i) the damages sought in the proceedings are unsubstantiated or indeterminate; (ii) discovery is not complete; (iii) the proceeding is in its early stages; (iv) the matters present legal uncertainties; (v) there are significant facts in dispute; (vi) there are a large number of parties (including where it is uncertain how liability, if any, will be shared among multiple defendants); or (vii) there is a wide range of potential outcomes. With respect to violations of the False Claims Act, treble damages and/or additional penalties per claim will apply. Consequently, unless otherwise stated, no estimate of the possible loss or range of loss in excess of the amounts accrued, if any, can be made at this time regarding the matters described above. Further, there can be no assurance that the ultimate resolution of these matters, individually or in the aggregate, will not have a material adverse effect on the Company’s consolidated results of operations, financial position or cash flows.

The Company indemnifies its directors and officers for certain liabilities that might arise from the performance of their job responsibilities for the Company.  Additionally, in the normal course of business, the Company enters into contracts that contain a variety of representations and warranties and which provide general indemnifications.  The Company’s maximum exposure under these arrangements is unknown, as this involves the resolution of claims made, or future claims that may be made, against the Company, its directors and/or officers, the outcomes of which are unknown and not currently predictable.  Accordingly, no liabilities have been recorded for the indemnifications.

Note 19 - Segment Information

The Company is organized in two operating segments, Long-Term Care Group ("LTC") and Specialty Care Group ("SCG"). These segments are based on the operations of the underlying businesses and the customers they serve. The Company's larger reportable segment is LTC, which primarily provides distribution of pharmaceuticals, related pharmacy consulting and other ancillary services. LTC's customers are primarily skilled nursing, assisted living and other providers of healthcare services. The Company’s other reportable segment is SCG, which provides specialty pharmacy and key commercialization services for the biopharmaceutical industry. The primary components of the "Corporate/Other" segment are the Company's corporate management oversight and administration, including its information technology and data management services, as well as other consolidating and eliminating entries, which have not been charged to reportable segments. The Company evaluates the performance of its segments based on revenue and operating income, and does not include segment assets or nonoperating income/expense items for management reporting purposes.

75

The table below presents information about the segments as of and for the years ended December 31, 2013, 2012 and 2011 (in thousands):

	For the years ended December 31,
2013:	LTC			SCG			Corporate/Other			Consolidated Totals
Net sales	$	4,627,871		$	1,384,003		$	1,524		$	6,013,398
Depreciation and amortization expense	(71,310		)	(4,539		)	(57,111		)	(132,960		)
Settlement, litigation and other related charges	(167,465		)	—			—			(167,465		)
Other charges, net	(45,950		)	—			(53,852		)	(99,802		)
Operating income (loss) from continuing operations	420,646			113,243			(236,035		)	297,854
2012:
Net sales	$	4,789,551		$	1,078,627		$	10,286		$	5,878,464
Depreciation and amortization expense	(69,582		)	(8,431		)	(50,524		)	(128,537		)
Settlement, litigation and other related charges	(49,175		)	(200		)	—			(49,375		)
Other charges, net	(2,568		)	—			(63,145		)	(65,713		)
Operating income (loss) from continuing operations	562,379			92,671			(244,715		)	410,335
2011:
Net sales	$	5,060,387		$	820,965		$	15,254		$	5,896,606
Depreciation and amortization expense	(64,589		)	(8,638		)	(52,427		)	(125,654		)
Settlement, litigation and other related charges	(55,031		)	—			—			(55,031		)
Other charges, net	(15,049		)	—			(1,044		)	(16,093		)
Operating income (loss) from continuing operations	476,418			69,038			(142,795		)	402,661

The Company's continuing operations were primarily located in the U.S. with one pharmacy located in Canada, which was not material to the consolidated sales or total assets of Omnicare and was disposed of in the third quarter of 2012.

76

Note 20 - Summary of Quarterly Results (Unaudited)

The following table presents the Company's unaudited quarterly financial information for 2013 and 2012 (in thousands, except per share data). Reclassifications of prior-quarter amounts related to the Company's discontinued operations have been made to conform with the current-year presentation:

	First			Second			Third			Fourth			Full
2013	Quarter			Quarter			Quarter			Quarter			Year
Net sales	$	1,458,945		$	1,503,116		$	1,515,168		$	1,536,169		$	6,013,398
Cost of sales	1,109,241			1,143,601			1,163,197			1,176,497			4,592,536
Gross profit	349,704			359,515			351,971			359,672			1,420,862
Selling, general and administrative expenses	190,693			191,915			182,668			190,904			756,180
Provision for doubtful accounts	24,010			26,140			24,963			24,448			99,561
Settlement, litigation and other related charges	22,619			3,512			143,484			(2,150		)	167,465
Other charges	4,006			31,268			61,632			2,896			99,802
Operating income (loss)	108,376			106,680			(60,776		)	143,574			297,854
Interest expense, net of investment income	(29,462		)	(29,624		)	(34,925		)	(29,859		)	(123,870		)
Income (loss) from continuing operations before income taxes	78,914			77,056			(95,701		)	113,715			173,984
Income tax provision	30,600			29,754			(26,350		)	55,088			89,092
Income (loss) from continuing operations	48,314			47,302			(69,351		)	58,627			84,892
Income (loss) from discontinued operations	6,040			4,917			3,042			(142,323		)	(128,324		)
Net income (loss)	$	54,354		$	52,219		$	(66,309	)	$	(83,696	)	$	(43,432	)
Earnings per common share - Basic:(a)
Continuing operations	$	0.47		$	0.46		$	(0.68	)	$	0.58		$	0.83
Discontinued operations	0.06			0.05			0.03			(1.42		)	(1.26		)
Net income (loss)	$	0.53		$	0.51		$	(0.65	)	$	(0.83	)	$	(0.43	)
Earnings per common share - Diluted:(a)
Continuing operations	$	0.45		$	0.43		$	(0.68	)	$	0.54		$	0.78
Discontinued operations	0.06			0.04			0.03			(1.31		)	(1.17		)
Net income (loss)	$	0.51		$	0.48		$	(0.65	)	$	(0.77	)	$	(0.39	)
Dividends per common share	$	0.14		$	0.14		$	0.14		$	0.20		$	0.62
Weighted average number of common shares outstanding:
Basic	103,210			102,867			101,811			100,470			102,080
Diluted	107,466			109,931			101,811			108,980			109,449
Comprehensive income (loss)	$	54,330		$	52,145		$	(66,305	)	$	(83,323	)	$	(43,153	)

77

	First			Second			Third			Fourth			Full
2012	Quarter			Quarter			Quarter			Quarter			Year
Net sales	$	1,520,263		$	1,465,083		$	1,430,920		$	1,462,198		$	5,878,464
Cost of sales	1,173,718			1,120,048			1,082,554			1,106,722			4,483,042
Gross profit	346,545			345,035			348,366			355,476			1,395,422
Selling, general and administrative expenses	187,944			189,668			191,753			202,639			772,004
Provision for doubtful accounts	24,061			23,728			23,695			26,511			97,995
Settlement, litigation and other related charges	7,203			26,093			4,931			11,148			49,375
Other charges	11,512			49,209			2,946			2,046			65,713
Operating income	115,825			56,337			125,041			113,132			410,335
Interest expense, net of investment income	(30,834		)	(35,574		)	(39,036		)	(29,659		)	(135,103		)
Income from continuing operations before income taxes	84,991			20,763			86,005			83,473			275,232
Income tax provision	34,857			8,140			29,988			30,304			103,289
Income from continuing operations	50,134			12,623			56,017			53,169			171,943
Loss from discontinued operations	5,605			6,069			5,408			5,849			22,931
Net income	$	55,739		$	18,692		$	61,425		$	59,018		$	194,874
Earnings per common share - Basic:(a)
Continuing operations	$	0.45		$	0.11		$	0.51		$	0.50		$	1.57
Discontinued operations	0.05			0.05			0.05			0.05			0.21
Net income	$	0.50		$	0.17		$	0.56		$	0.55		$	1.78
Earnings per common share - Diluted:(a)
Continuing operations	$	0.43		$	0.11		$	0.50		$	0.48		$	1.52
Discontinued operations	0.05			0.05			0.05			0.05			0.20
Net income	$	0.48		$	0.17		$	0.55		$	0.54		$	1.73
Dividends per common share	$	0.07		$	0.07		$	0.14		$	0.14		$	0.42
Weighted average number of common shares outstanding:
Basic	111,487			110,580			109,315			106,773			109,531
Diluted	116,500			113,472			111,951			110,074			112,988
Comprehensive income (loss)	$	56,161		$	17,003		$	63,354		$	58,226		$	194,744

Summary of Quarterly Results:

(a) Earnings per share is calculated independently for each separately reported quarterly and full year period.  Accordingly, the sum of the separately reported quarters may not necessarily be equal to the per share amount for the corresponding full year period, as independently calculated.

Note 21 - Guarantor Subsidiaries

The 2020 Notes, 2025 Notes, 2042 Notes and 2044 Notes are fully and unconditionally guaranteed subject to certain customary release provisions on an unsecured, joint and several basis by substantially all of the wholly-owned subsidiaries of the Company (the “Guarantor Subsidiaries”).  The following condensed consolidating financial data illustrates the composition of Omnicare, Inc. (“Parent”), the Guarantor Subsidiaries and the non-guarantor subsidiaries as of December 31, 2013 and 2012 for the balance sheets, as well as the statements of comprehensive income and the statements of cash flows for each of the three years in the period ended December 31, 2013.  Management believes separate complete financial statements of the respective Guarantor Subsidiaries would not provide information that would be necessary for evaluating the sufficiency of the Guarantor Subsidiaries, and thus are not presented.  No consolidating/eliminating adjustments column is presented for the condensed consolidating statements of cash flows since there were no significant consolidating/eliminating adjustment amounts during the periods presented.

78

Note 21 - Guarantor Subsidiaries - Continued

Summary Consolidating Statements of Comprehensive Income
(in thousands)	For the years ended December 31,
2013:	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating /  Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
Net sales	$	—		$	5,890,052		$	123,346		$	—		$	6,013,398
Cost of sales	—			4,520,958			71,578			—			4,592,536
Gross profit	—			1,369,094			51,768			—			1,420,862
Selling, general and administrative expenses	4,802			733,529			17,849			—			756,180
Provision for doubtful accounts	—			97,612			1,949			—			99,561
Settlement, litigation and other related charges	—			167,465			—			—			167,465
Other charges	—			92,531			7,271			—			99,802
Operating (loss) income	(4,802		)	277,957			24,699			—			297,854
Interest expense, net of investment income	(122,404		)	(1,102		)	(364		)	—			(123,870		)
(Loss) income from continuing operations before income taxes	(127,206		)	276,855			24,335			—			173,984
Income tax (benefit) expense	(48,923		)	125,859			12,156			—			89,092
Income (loss) income from continuing operations	(78,283		)	150,996			12,179			—			84,892
Loss from discontinued operations	—			(128,267		)	(57		)	—			(128,324		)
Equity in net income of subsidiaries	34,851			—			—			(34,851		)	—
Net income (loss)	$	(43,432	)	$	22,729		$	12,122		$	(34,851	)	$	(43,432	)
Comprehensive income (loss)	$	(43,153	)	$	22,729		$	12,122		$	(34,851	)	$	(43,153	)
2012:
Net sales	$	—		$	5,744,768		$	133,696		$	—		$	5,878,464
Cost of sales	—			4,399,305			83,737			—			4,483,042
Gross profit	—			1,345,463			49,959			—			1,395,422
Selling, general and administrative expenses	4,816			745,864			21,324			—			772,004
Provision for doubtful accounts	—			96,460			1,535			—			97,995
Settlement, litigation and other related charges	—			49,375			—			—			49,375
Other charges	35,092			34,633			(4,012		)	—			65,713
Operating (loss) income	(39,908		)	419,131			31,112			—			410,335
Interest expense, net of investment income	(133,368		)	(1,089		)	(646		)	—			(135,103		)
(Loss) income from continuing operations before income taxes	(173,276		)	418,042			30,466			—			275,232
Income tax (benefit) expense	(66,763		)	159,786			10,266			—			103,289
Income (loss) from continuing operations	(106,513		)	258,256			20,200			—			171,943
Income (loss) from discontinued operations	—			22,982			(51		)	—			22,931
Equity in net income of subsidiaries	301,387			—			—			(301,387		)	—
Net income	$	194,874		$	281,238		$	20,149		$	(301,387	)	$	194,874
Comprehensive income	$	194,744		$	281,238		$	21,533		$	(302,771	)	$	194,744
2011:
Net sales	$	—		$	5,774,760		$	121,846		$	—		$	5,896,606
Cost of sales	—			4,522,575			81,045			—			4,603,620
Gross profit	—			1,252,185			40,801			—			1,292,986
Selling, general and administrative expenses	15,579			695,240			11,348			—			722,167
Provision for doubtful accounts	—			95,121			1,913			—			97,034
Settlement, litigation and other related charges	—			55,031			—			—			55,031
Other charges	—			16,093			—			—			16,093
Operating (loss) income	(15,579		)	390,700			27,540			—			402,661
Interest expense, net of investment income	(158,621		)	(1,476		)	(6		)	—			(160,103		)
(Loss) income from continuing operations before income taxes	(174,200		)	389,224			27,534			—			242,558
Income tax (benefit) expense	(66,753		)	155,982			10,550			—			99,779
Income (loss) from continuing operations	(107,447		)	233,242			16,984			—			142,779
Loss from discontinued operations	—			(52,521		)	(3,334		)	—			(55,855		)
Equity in net income of subsidiaries	194,371			—			—			(194,371		)	—
Net income	$	86,924		$	180,721		$	13,650		$	(194,371	)	$	86,924
Comprehensive income	$	80,952		$	180,721		$	8,959		$	(189,680	)	$	80,952

79

Note 21 - Guarantor Subsidiaries - Continued

Condensed Consolidating Balance Sheets

(in thousands)

As of December 31, 2013:	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating /  Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
ASSETS
Cash and cash equivalents	$	275,910	$	68,050	$	12,041	$	—		$	356,001
Restricted cash	—		5		—		—			5
Accounts receivable, net (including intercompany)	—		693,729		315,323		(313,368		)	695,684
Inventories	—		505,567		6,851		—			512,418
Deferred income tax benefits, net-current	—		135,148		—		(54		)	135,094
Other current assets	1,989		242,161		21,381		—			265,531
Current assets of discontinued operations	—		49,128		867		—			49,995
Total current assets	277,899		1,693,788		356,463		(313,422		)	2,014,728
Properties and equipment, net	—		301,200		4,688		—			305,888
Goodwill	—		4,028,651		28,805		—			4,057,456
Identifiable intangible assets, net	—		127,798		2,176		—			129,974
Other noncurrent assets	41,825		54,834		63		—			96,722
Investment in subsidiaries	5,131,280		—		—		(5,131,280		)	—
Noncurrent assets of discontinued operations	—		87,047		31		—			87,078
Total assets	$	5,451,004	$	6,293,318	$	392,226	$	(5,444,702	)	$	6,691,846
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities (including intercompany)	$	610,232	$	793,461	$	23,986	$	(313,368	)	$	1,114,311
Current liabilities of discontinued operations	—		18,829		17		—			18,846
Long-term debt, notes and convertible debentures	1,405,628		13,191		—		—			1,418,819
Deferred income tax liabilities, net-noncurrent	363,240		635,640		13,907		(54		)	1,012,733
Other noncurrent liabilities	—		52,072		1,763		—			53,835
Noncurrent liabilities of discontinued operations	—		1,398		—		—			1,398
Convertible debt	331,101		—		—		—			331,101
Stockholders’ equity	2,740,803		4,778,727		352,553		(5,131,280		)	2,740,803
Total liabilities and stockholders’ equity	$	5,451,004	$	6,293,318	$	392,226	$	(5,444,702	)	$	6,691,846

As of December 31, 2012:
ASSETS
Cash and cash equivalents	$	383,674	$	49,108		$	11,838	$	—		$	444,620
Restricted cash	—		1,066			—		—			1,066
Accounts receivable, net (including intercompany)	—		814,863			197,263		(190,071		)	822,055
Inventories	—		368,671			5,949		—			374,620
Deferred income tax benefits, net-current	—		137,736			—		(1,550		)	136,186
Other current assets	1,765		246,687			14,871		(10,825		)	252,498
Current assets of discontinued operations	—		57,017			797		—			57,814
Total current assets	385,439		1,675,148			230,718		(202,446		)	2,088,859
Properties and equipment, net	—		266,270			6,590		—			272,860
Goodwill	—		4,024,263			37,040		—			4,061,303
Identifiable intangible assets, net	—		162,078			3,021		—			165,099
Other noncurrent assets	75,336		92,859			11,382		(16,313		)	163,264
Investment in subsidiaries	5,453,702		(33		)	33		(5,453,702		)	—
Noncurrent assets of discontinued operations	—		237,879			—		—			237,879
Total assets	$	5,914,477	$	6,458,464		$	288,784	$	(5,672,461	)	$	6,989,264
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities (including intercompany)	$	60,454	$	570,272		$	35,421	$	(200,896	)	$	465,251
Current liabilities of discontinued operations	—		16,753			10		—			16,763
Long-term debt, notes and convertible debentures	2,012,807		17,223			5,000		(5,000		)	2,030,030
Deferred income tax liabilities, net-noncurrent	335,504		559,405			21,301		(1,550		)	914,660
Other noncurrent liabilities	—		65,187			—		(11,313		)	53,874
Noncurrent liabilities of discontinued operations	—		2,974			—		—			2,974
Stockholders’ equity	3,505,712		5,226,650			227,052		(5,453,702		)	3,505,712
Total liabilities and stockholders’ equity	$	5,914,477	$	6,458,464		$	288,784	$	(5,672,461	)	$	6,989,264

80

Note 21 - Guarantor Subsidiaries - Continued

Condensed Consolidating Statements of Cash Flows

(in thousands)

	For the year ended December 31,
2013:	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Omnicare, Inc. and Subsidiaries
Cash flows from operating activities:
Net cash flows (used in) from operating activities	$	(16,598	)	$	492,414		$	(8,756	)	$	467,060
Cash flows from investing activities:
Acquisition of businesses, net of cash received	—			(3,895		)	—			(3,895		)
Divestiture of businesses, net	—			1,250			10,408			11,658
Capital expenditures	—			(93,566		)	(1,449		)	(95,015		)
Marketable securities	—			(365		)	—			(365		)
Transfer of cash to trusts for employee health and severance costs, net of payments out of the trusts	—			1,061			—			1,061
Other	(227		)	(780		)	—			(1,007		)
Net cash flows (used in) from investing activities	(227		)	(96,295		)	8,959			(87,563		)
Cash flows from financing activities:
Payments on term loans	(21,250		)	—			—			(21,250		)
Proceeds from long-term borrowings and obligations	—			—			—			—
Payments on long-term borrowings and obligations	(192,322		)	—			—			(192,322		)
Capped Call transaction	—			—			—			—
Fees paid for financing activities	(5,660		)	—			—			(5,660		)
(Decrease) increase in cash overdraft balance	(9,968		)	10,441			—			473
Payments for Omnicare common stock repurchases	(220,971		)	—			—			(220,971		)
Proceeds for stock awards and exercise of stock options, net of stock tendered in payment	15,819			—			—			15,819
Dividends paid	(62,928		)	—			—			(62,928		)
Other	406,341			(397,211		)	—			9,130
Net cash flows used in financing activities	(90,939		)	(386,770		)	—			(477,709		)
Net (decrease) increase in cash and cash equivalents	(107,764		)	9,349			203			(98,212		)
Less decrease in cash and cash equivalents of discontinued operations	—			(9,593		)	—			(9,593		)
(Decrease) increase in cash and cash equivalents of continuing operations	(107,764		)	18,942			203			(88,619		)
Cash and cash equivalents at beginning of year	383,674			49,108			11,838			444,620
Cash and cash equivalents at end of year	$	275,910		$	68,050		$	12,041		$	356,001

81

Note 21 - Guarantor Subsidiaries - Continued

Condensed Consolidating Statements of Cash Flows - Continued

(in thousands)

	For the year ended December 31,
2012:	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Omnicare, Inc. and Subsidiaries
Cash flows from operating activities:
Net cash flows (used in) from operating activities	$	(88,461	)	$	636,402		$	(3,457	)	$	544,484
Cash flows from investing activities:
Acquisition of businesses, net of cash received	—			(34,873		)	—			(34,873		)
Divestiture of businesses, net	—			19,207			—			19,207
Capital expenditures	—			(94,527		)	(2,397		)	(96,924		)
Marketable securities	(25,514		)	—			496			(25,018		)
Transfer of cash to trusts for employee health and severance costs, net of payments out of the trusts	—			1,326			—			1,326
Other	—			(3,108		)	56			(3,052		)
Net cash flows (used in) investing activities	(25,514		)	(111,975		)	(1,845		)	(139,334		)
Cash flows from financing activities:
Payments on term loans	(24,688		)	—			—			(24,688		)
Proceeds from long-term borrowings and obligations	425,000			—			—			425,000
Payments on long-term borrowings and obligations	(453,573		)	—			—			(453,573		)
Capped Call transaction	(48,126		)	—			—			(48,126		)
Fees paid for financing activities	(7,566		)	—			—			(7,566		)
Decrease in cash overdraft balance	(12		)	(14,915		)	—			(14,927		)
Payments for Omnicare common stock repurchases	(388,968		)	—			—			(388,968		)
Proceeds for stock awards and exercise of stock options, net of stock tendered in payment	24,951			—			—			24,951
Dividends paid	(45,214		)	—			—			(45,214		)
Other	555,592			(552,986		)	(694		)	1,912
Net cash flows from (used in) financing activities	37,396			(567,901		)	(694		)	(531,199		)
Net (decrease) increase in cash and cash equivalents	(76,579		)	(43,474		)	(5,996		)	(126,049		)
Less increase in cash and cash equivalents of discontinued operations	—			6,859			—			6,859
Decrease in cash and cash equivalents of continuing operations	(76,579		)	(50,333		)	(5,996		)	(132,908		)
Cash and cash equivalents at beginning of year	460,253			99,441			17,834			577,528
Cash and cash equivalents at end of year	$	383,674		$	49,108		$	11,838		$	444,620

82

Note 21 - Guarantor Subsidiaries - Continued

Condensed Consolidating Statements of Cash Flows - Continued

(in thousands)

	For the year ended December 31,
2011:	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Omnicare, Inc. and Subsidiaries
Cash flows from operating activities:
Net cash flows (used in) from operating activities	$	(118,642	)	$	665,702		$	2,962		$	550,022
Cash flows from investing activities:
Acquisition of businesses, net of cash received	—			(101,933		)	—			(101,933		)
Divestiture of businesses, net	—			13,099			—			13,099
Capital expenditures	—			(58,308		)	(2,409		)	(60,717		)
Transfer of cash to trusts for employee health and severance costs, net of payments out of the trust	—			(275		)	—			(275		)
Other	—			(5,574		)	(11		)	(5,585		)
Net cash flows (used in) investing activities	—			(152,991		)	(2,420		)	(155,411		)
Cash flows from financing activities:
Payments on term loans	(5,625		)	—			—			(5,625		)
Proceeds from long-term borrowings and obligations	600,000			—			—			600,000
Payments on long-term borrowings and obligations	(777,609		)	613			—			(776,996		)
Fees paid for financing activities	(13,780		)							(13,780		)
Increase (decrease) in cash overdraft balance	5,921			5,753			—			11,674
Payments for Omnicare common stock repurchases	(140,127		)	—			—			(140,127		)
Payments for stock awards and exercise of stock options, net of stock tendered in payment	30,712			—			—			30,712
Dividends paid	(17,217		)	—			—			(17,217		)
Other	435,842			(434,889		)	1,574			2,527
Net cash flows from (used in) financing activities	118,117			(428,523		)	1,574			(308,832		)
Net increase (decrease) in cash and cash equivalents	(525		)	84,188			2,116			85,779
Less increase in cash and cash equivalents of discontinued operations	—			549			1			550
Increase (decrease) in cash and cash equivalents of continuing operations	(525		)	83,639			2,115			85,229
Cash and cash equivalents at beginning of year	460,778			15,802			15,719			492,299
Cash and cash equivalents at end of year	$	460,253		$	99,441		$	17,834		$	577,528

The 3.25% Convertible Debentures are fully and unconditionally guaranteed subject to certain customary release provisions on an unsecured basis by Omnicare Purchasing Company, LP, a wholly-owned subsidiary of the Company (the “Guarantor Subsidiary”).  The following condensed consolidating financial data illustrates the composition of Omnicare, Inc. (“Parent”), the Guarantor Subsidiary and the Non-Guarantor Subsidiaries as of December 31, 2013 and 2012 for the balance sheets, as well as the statements of comprehensive income and the statements of cash flows for each of the three years in the period ended December 31, 2013.  Management believes separate complete financial statements of the Guarantor Subsidiary would not provide information that would be necessary for evaluating the sufficiency of the Guarantor Subsidiary, and thus are not presented.  The Guarantor Subsidiary does not have any material net cash flows in the condensed consolidating statements of cash flows.  No consolidating/eliminating adjustments column is presented for the condensed consolidating statements of cash flows since there were no significant consolidating/eliminating adjustment amounts during the periods presented.

83

Note 21 - Guarantor Subsidiaries - Continued

Summary Consolidating Statements of Comprehensive Income

(in thousands)

	For the years ended December 31,
2013:	Parent			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Consolidating/  Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
Net sales	$	—		$	—		$	6,013,398		$	—		$	6,013,398
Cost of sales	—			—			4,592,536			—			4,592,536
Gross profit	—			—			1,420,862			—			1,420,862
Selling, general and administrative expenses	4,802			1,732			749,646			—			756,180
Provision for doubtful accounts	—			—			99,561			—			99,561
Settlement, litigation and other related charges	—			—			167,465			—			167,465
Other charges	—			—			99,802			—			99,802
Operating (loss) income	(4,802		)	(1,732		)	304,388			—			297,854
Interest expense, net of investment income	(122,404		)	—			(1,466		)	—			(123,870		)
(Loss) income from continuing operations before income taxes	(127,206		)	(1,732		)	302,922			—			173,984
Income tax (benefit) expense	(48,923		)	(666		)	138,681			—			89,092
(Loss) income from continuing operations	(78,283		)	(1,066		)	164,241			—			84,892
Loss from discontinued operations	—			—			(128,324		)	—			(128,324		)
Equity in net income of subsidiaries	34,851			—			—			(34,851		)	—
Net income (loss)	$	(43,432	)	$	(1,066	)	$	35,917		$	(34,851	)	$	(43,432	)
Comprehensive income (loss)	$	(43,153	)	$	(1,066	)	$	35,917		$	(34,851	)	$	(43,153	)
2012:
Net sales	$	—		$	—		$	5,878,464		$	—		$	5,878,464
Cost of sales	—			—			4,483,042			—			4,483,042
Gross profit	—			—			1,395,422			—			1,395,422
Selling, general and administrative expenses	4,816			1,438			765,750			—			772,004
Provision for doubtful accounts	—			—			97,995			—			97,995
Settlement, litigation and other related charges	—			—			49,375			—			49,375
Other charges	35,092			—			30,621			—			65,713
Operating (loss) income	(39,908		)	(1,438		)	451,681			—			410,335
Interest expense, net of interest income	(133,368		)	—			(1,735		)	—			(135,103		)
(Loss) income from continuing operations before income taxes	(173,276		)	(1,438		)	449,946			—			275,232
Income tax (benefit) expense	(66,763		)	(557		)	170,609			—			103,289
(Loss) income from continuing operations	(106,513		)	(881		)	279,337			—			171,943
Income from discontinued operations	—			—			22,931			—			22,931
Equity in net income of subsidiaries	301,387			—			—			(301,387		)	—
Net income (loss)	$	194,874		$	(881	)	$	302,268		$	(301,387	)	$	194,874
Comprehensive income (loss)	$	194,744		$	(881	)	$	303,652		$	(302,771	)	$	194,744
2011:
Net sales	$	—		$	—		$	5,896,606		$	—		$	5,896,606
Cost of sales	—			—			4,603,620			—			4,603,620
Gross profit	—			—			1,292,986			—			1,292,986
Selling, general and administrative expenses	15,579			1,467			705,121			—			722,167
Provision for doubtful accounts	—			—			97,034			—			97,034
Settlement, litigation and other related charges	—			—			55,031			—			55,031
Other charges	—			—			16,093			—			16,093
Operating (loss) income	(15,579		)	(1,467		)	419,707			—			402,661
Interest expense, net of investment income	(158,621		)	—			(1,482		)	—			(160,103		)
(Loss) income from continuing operations before income taxes	(174,200		)	(1,467		)	418,225			—			242,558
Income tax (benefit) expense	(66,753		)	(562		)	167,094			—			99,779
(Loss) income from continuing operations	(107,447		)	(905		)	251,131			—			142,779
Loss from discontinued operations	—			—			(55,855		)	—			(55,855		)
Equity in net income of subsidiaries	194,371			—			—			(194,371		)	—
Net income (loss)	$	86,924		$	(905	)	$	195,276		$	(194,371	)	$	86,924
Comprehensive income (loss)	$	80,952		$	(905	)	$	190,585		$	(189,680	)	$	80,952

84

Note 21 - Guarantor Subsidiaries - Continued

Condensed Consolidating Balance Sheets

(in thousands)

As of December 31, 2013:	Parent		Guarantor Subsidiary		Non-Guarantor Subsidiaries		Consolidating/  Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
ASSETS
Cash and cash equivalents	$	275,910	$	—	$	80,091	$	—		$	356,001
Restricted cash	—		—		5		—			5
Accounts receivable, net (including intercompany)	—		210		695,684		(210		)	695,684
Inventories	—		—		512,418		—			512,418
Deferred income tax benefits, net-current	—		—		135,094		—			135,094
Other current assets	1,989		—		263,542		—			265,531
Current assets of discontinued operations	—		—		49,995		—			49,995
Total current assets	277,899		210		1,736,829		(210		)	2,014,728
Properties and equipment, net	—		19		305,869		—			305,888
Goodwill	—		—		4,057,456		—			4,057,456
Identifiable intangible assets, net	—		—		129,974		—			129,974
Other noncurrent assets	41,825		19		54,878		—			96,722
Investment in subsidiaries	5,131,280		—		—		(5,131,280		)	—
Noncurrent assets of discontinued operations	—		—		87,078		—			87,078
Total assets	$	5,451,004	$	248	$	6,372,084	$	(5,131,490	)	$	6,691,846
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities (including intercompany)	$	610,232	$	—	$	504,289	$	(210	)	$	1,114,311
Current liabilities of discontinued operations	—		—		18,846		—			18,846
Long-term debt, notes and convertible debentures	1,405,628		—		13,191		—			1,418,819
Deferred income tax liabilities, net-noncurrent	363,240		—		649,493		—			1,012,733
Other noncurrent liabilities	—		—		53,835		—			53,835
Noncurrent liabilities of discontinued operations	—		—		1,398		—			1,398
Convertible debt	331,101		—		—		—			331,101
Stockholders’ equity	2,740,803		248		5,131,032		(5,131,280		)	2,740,803
Total liabilities and stockholders’ equity	$	5,451,004	$	248	$	6,372,084	$	(5,131,490	)	$	6,691,846

As of December 31, 2012:
ASSETS
Cash and cash equivalents	$	383,674	$	—	$	60,946	$	—		$	444,620
Restricted cash	—		—		1,066		—			1,066
Accounts receivable, net (including intercompany)	—		204		822,055		(204		)	822,055
Inventories	—		—		374,620		—			374,620
Deferred income tax benefits, net-current	—		—		137,736		(1,550		)	136,186
Other current assets	1,765		—		250,733		—			252,498
Current assets of discontinued operations	—		—		57,814		—			57,814
Total current assets	385,439		204		1,704,970		(1,754		)	2,088,859
Properties and equipment, net	—		22		272,838		—			272,860
Goodwill	—		—		4,061,303		—			4,061,303
Identifiable intangible assets, net	—		—		165,099		—			165,099
Other noncurrent assets	75,336		19		87,909		—			163,264
Investment in subsidiaries	5,453,702		—		—		(5,453,702		)	—
Noncurrent assets of discontinued operations	—		—		237,879		—			237,879
Total assets	$	5,914,477	$	245	$	6,529,998	$	(5,455,456	)	$	6,989,264
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities (including intercompany)	$	60,454	$	54	$	404,947	$	(204	)	$	465,251
Current liabilities of discontinued operations	—		—		16,763		—			16,763
Long-term debt, notes and convertible debentures	2,012,807		—		17,223		—			2,030,030
Deferred income tax liabilities, net-noncurrent	335,504		—		580,706		(1,550		)	914,660
Other noncurrent liabilities	—		—		53,874		—			53,874
Noncurrent liabilities of discontinued operations	—		—		2,974		—			2,974
Stockholders’ equity	3,505,712		191		5,453,511		(5,453,702		)	3,505,712
Total liabilities and stockholders’ equity	$	5,914,477	$	245	$	6,529,998	$	(5,455,456	)	$	6,989,264

85

Note 21 - Guarantor Subsidiaries - Continued

Condensed Consolidating Statements of Cash Flows

(in thousands)

	For the year ended December 31,
2013:	Parent			Guarantor Subsidiary		Non-Guarantor Subsidiaries			Omnicare, Inc. and Subsidiaries
Cash flows from operating activities:
Net cash flows (used in) from operating activities	$	(16,598	)	$	—	$	483,658		$	467,060
Cash flows from investing activities:
Acquisition of businesses, net of cash received	—			—		(3,895		)	(3,895		)
Divestitures of businesses, net	—			—		11,658			11,658
Capital expenditures	—			—		(95,015		)	(95,015		)
Marketable securities	—			—		(365		)	(365		)
Transfer of cash to trusts for employee health and severance costs, net of payments out of the trust	—			—		1,061			1,061
Other	(227		)	—		(780		)	(1,007		)
Net cash flows used in investing activities	(227		)	—		(87,336		)	(87,563		)
Cash flows from financing activities:
Payments on term loans	(21,250		)	—		—			(21,250		)
Proceeds from long-term borrowings and obligations	—			—		—			—
Payments on long-term borrowings and obligations	(192,322		)	—		—			(192,322		)
Capped Call transaction	—			—		—			—
Fees paid for financing activities	(5,660		)	—		—			(5,660		)
Increase (decrease) in cash overdraft balance	(9,968		)	—		10,441			473
Payments for Omnicare common stock repurchases	(220,971		)	—		—			(220,971		)
Proceeds for stock awards and exercise of stock options, net of stock tendered in payment	15,819			—		—			15,819
Dividends paid	(62,928		)	—		—			(62,928		)
Other	406,341			—		(397,211		)	9,130
Net cash flows (used in) financing activities	(90,939		)	—		(386,770		)	(477,709		)
Net (decrease) increase in cash and cash equivalents	(107,764		)	—		9,552			(98,212		)
Less decrease in cash and cash equivalents of discontinued operations	—			—		(9,593		)	(9,593		)
(Decrease) increase in cash and cash equivalents of continuing operations	(107,764		)	—		19,145			(88,619		)
Cash and cash equivalents at beginning of year	383,674			—		60,946			444,620
Cash and cash equivalents at end of year	$	275,910		$	—	$	80,091		$	356,001

86

Note 21 - Guarantor Subsidiaries - Continued

Condensed Consolidating Statements of Cash Flows

(in thousands)

	For the year ended December 31,
2012:	Parent			Guarantor Subsidiary		Non-Guarantor Subsidiaries			Omnicare, Inc. and Subsidiaries
Cash flows from operating activities:
Net cash flows (used in) from operating activities	$	(88,461	)	$	—	$	632,945		$	544,484
Cash flows from investing activities:
Acquisition of businesses, net of cash received	—			—		(34,873		)	(34,873		)
Divestitures of businesses, net	—			—		19,207			19,207
Capital expenditures	—			—		(96,924		)	(96,924		)
Marketable securities	(25,514		)	—		496			(25,018		)
Transfer of cash to trusts for employee health and severance costs, net of payments out of the trust	—			—		1,326			1,326
Other	—			—		(3,052		)	(3,052		)
Net cash flows used in investing activities	(25,514		)	—		(113,820		)	(139,334		)
Cash flows from financing activities:
Payments on term loans	(24,688		)	—		—			(24,688		)
Proceeds from long-term borrowings and obligations	425,000			—		—			425,000
Payments on long-term borrowings and obligations	(453,573		)	—		—			(453,573		)
Capped Call transaction	(48,126		)	—		—			(48,126		)
Fees paid for financing activities	(7,566		)	—		—			(7,566		)
Increase (decrease) in cash overdraft balance	(12		)	—		(14,915		)	(14,927		)
Payments for Omnicare common stock repurchases	(388,968		)	—		—			(388,968		)
Payments for stock awards and exercise of stock options, net of stock tendered in payment	24,951			—		—			24,951
Dividends paid	(45,214		)	—		—			(45,214		)
Other	555,592					(553,680		)	1,912
Net cash flows from (used in) financing activities	37,396			—		(568,595		)	(531,199		)
Net decrease in cash and cash equivalents	(76,579		)	—		(49,470		)	(126,049		)
Less increase in cash and cash equivalents of discontinued operations	—			—		6,859			6,859
Decrease in cash and cash equivalents of continuing operations	(76,579		)	—		(56,329		)	(132,908		)
Cash and cash equivalents at beginning of year	460,253			—		117,275			577,528
Cash and cash equivalents at end of year	$	383,674		$	—	$	60,946		$	444,620

87

Note 21 - Guarantor Subsidiaries - Continued

Condensed Consolidating Statements of Cash Flows

(in thousands)

	For the year ended December 31,
2011:	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Omnicare, Inc. and Subsidiaries
Cash flows from operating activities:
Net cash flows (used in) from operating activities	$	(118,642	)	$	—	$	668,664		$	550,022
Cash flows from investing activities:
Acquisition of businesses, net of cash received	—			—		(101,933		)	(101,933		)
Divestitures of businesses, net	—			—		13,099			13,099
Capital expenditures	—			—		(60,717		)	(60,717		)
Transfer of cash to trusts for employee health and severance costs, net of payments out of the trust	—			—		(275		)	(275		)
Other	—			—		(5,585		)	(5,585		)
Net cash flows used in investing activities	—			—		(155,411		)	(155,411		)
Cash flows used in financing activities:
Payments on term loans	(5,625		)	—		—			(5,625		)
Proceeds from long-term borrowings and obligations	600,000			—		—			600,000
Payments on long-term borrowings and obligations	(777,609		)	—		613			(776,996		)
Fees paid for financing activities	(13,780		)			—			(13,780		)
Increase (decrease) in cash overdraft balance	5,921			—		5,753			11,674
Payments for Omnicare common stock repurchases	(140,127		)	—		—			(140,127		)
Payments for stock awards and exercise of stock options, net of stock tendered in payment	30,712			—		—			30,712
Dividends paid	(17,217		)	—		—			(17,217		)
Other	435,842			—		(433,315		)	2,527
Net cash flows from (used in) financing activities	118,117			—		(426,949		)	(308,832		)
Net increase (decrease) in cash and cash equivalents	(525		)	—		86,304			85,779
Less increase in cash and cash equivalents of discontinued operations	—			—		550			550
Increase (decrease) in cash and cash equivalents of continuing operations	(525		)	—		85,754			85,229
Cash and cash equivalents at beginning of year	460,778			—		31,521			492,299
Cash and cash equivalents at end of year	$	460,253		$	—	$	117,275		$	577,528

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ITEM 9. – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. – CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.  Based on an evaluation, as of December 31, 2013, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in the Exchange Act Rule 13a-15(e)) are effective to ensure that information required to be disclosed in the reports that the Company files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and are also effective to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including its Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Changes in Internal Control.  There were no changes in our internal control over financial reporting that occurred during our fourth quarter ended December 31, 2013 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).  Our internal control over financial reporting is a process that is designed under the supervision of the Chief Executive Officer and the Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the U.S..  Our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Based on our assessment under the framework in Internal Control – Integrated Framework (1992), our management concluded that, as of December 31, 2013, our internal control over financial reporting was effective.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The effectiveness of our internal control over financial reporting as of December 31, 2013 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included under Item 8 of this Annual Report.

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ITEM 9B. – OTHER INFORMATION

None.

PART III

ITEM 10. – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item 10 regarding our directors and executive officers, our audit committee and Section 16(a) compliance is included under the captions “Election of Directors,” “Governance of the Company and Board Matters” and “Section 16(A) Beneficial Ownership Reporting Compliance” in our proxy statement for our 2014 annual meeting of stockholders and is incorporated herein by reference.  Information concerning our executive officers is also included under the caption “Executive Officers of the Company” in Item I of this Annual Report.  There have been no material changes to the procedures by which stockholders may recommend nominees to the board of directors as described in our Proxy Statement dated April 19, 2013.

Codes of Ethics.  We expect all of our employees to act in accordance with and to abide by the Omnicare “Code of Business Conduct and Ethics ” (the “Omnicare Code of Ethics”).  The Omnicare Code of Ethics is a set of business values and procedures that provides guidance to our employees with respect to compliance with the law in all of their business dealings and decisions on behalf of Omnicare and with respect to the maintenance of ethical standards, which are a vital and integral part of our business.

The Omnicare Code of Ethics applies to all employees including the Chief Executive Officer, the Chief Financial Officer, the Principal Accounting Officer and other senior financial officers (the “Senior Financial Officers”) and our Board of Directors.  In addition to being bound by the Omnicare Code of Ethics' provisions about ethical conduct, conflicts of interest and compliance with law, Omnicare has adopted a Code of Ethics for the Senior Financial Officers.  We will furnish any person, without charge, a copy of the Code of Ethics for the Senior Financial Officers upon written request addressed to Omnicare, Inc., 900 Omnicare Center, 201 East Fourth Street, Cincinnati, OH 45202, Attn.:  Corporate Secretary.  A copy of the Omnicare Code of Ethics and the Code of Ethics for the Senior Financial Officers can also be found on our website at www.omnicare.com.  Any waiver of any provision of the Omnicare Code of Ethics or the Code of Ethics for the Senior Financial Officers granted to a Senior Financial Officer may only be granted by our Board of Directors or its Audit Committee.  If a waiver is granted, information concerning the waiver will be posted on our website at www.omnicare.com for a period of 12 months.

ITEM 11. – EXECUTIVE COMPENSATION

The information required by this Item 11 is included in our proxy statement for our 2014 annual meeting of stockholders and is incorporated herein by reference.

ITEM 12. – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Equity Compensation Plan Information

The following table sets forth certain information regarding our equity compensation plans as of December 31, 2013 (in thousands, except exercise price data):

Plan Category	Number of Securities to be issued Upon Exercise of Outstanding Options and Warrants	Weighted Average Exercise Price of Outstanding Options and Warrants		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans(c)
Equity compensation plans
approved by stockholders(a)	760	$	36.37	3,035
Equity compensation plans
not approved by stockholders(b)	6	41.43		—
Total	766	$	36.41	3,035

(a) Includes the 1992 Long-Term Stock Incentive Plan and the 2004 Stock and Incentive Plan.

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(b) The 1998 Long-Term Employee Incentive Plan is the only such plan. For a discussion of the plan, see the "Stock-Based Employee Compensation" note of the Notes to Consolidated Financial Statements included at Item 8 of this Annual Report.  

(c) Excludes securities listed in the first column of the table.

The remaining information required by this Item 12 is included in our proxy statement for our 2014 annual meeting of stockholders and is incorporated herein by reference.

ITEM 13. – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item 13 is included in our proxy statement for our 2014 annual meeting of stockholders and is incorporated herein by reference.

ITEM 14. – PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item 14 is included in our proxy statement for our 2014 annual meeting of stockholders and is incorporated herein by reference.

PART IV

ITEM 15. – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1)               Financial Statements

Our 2013 Consolidated Financial Statements are included in Item 8 of this Annual Report.

(a)(2)               Financial Statement Schedule

See Index to Financial Statements and Financial Statement Schedule at Item 8 of this Annual Report.

(a)(3)               Exhibits

See Index of Exhibits.

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SIGNATURES

Pursuant to the requirements of Section l3 or l5(d) of the Securities Exchange Act of l934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, on this 19th day of February 2014.

OMNICARE, INC.

/s/Robert O. Kraft

Robert O. Kraft

Senior Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of l934, this Report has been signed below by the following persons on behalf of the Company and in the capacities indicated February 19, 2014:

Signature	Title
/s/John L. Workman	Chief Executive Officer and Director
John L. Workman	(Principal Executive Officer)
/s/Robert O. Kraft	Senior Vice President and Chief Financial Officer
Robert O. Kraft	(Principal Financial and Accounting Officer)

James D. Shelton, Director*

John L. Bernbach, Director *

James G. Carlson, Director *

Mark A. Emmert, Ph.D, Director*

Steven J. Heyer, Director*

Samuel R. Leno, Director*

Andrea R. Lindell, Ph.D., RN, Director*

Barry M. Schochet, Director*

Amy Wallman, Director*

*Alexander M. Kayne, by signing his name hereto, signs this document on behalf of each person indicated above pursuant to a power of attorney duly executed by such person and filed with the SEC.

/s/Alexander M. Kayne

Alexander M. Kayne

(Attorney-in-Fact)

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SCHEDULE II

OMNICARE, INC. AND SUBSIDIARY COMPANIES

Valuation and Qualifying Accounts

(in thousands)

Year ended December 31,	Balance at beginning of period		Additions charged to cost and expenses		Write-offs, (net of recoveries) and other			Balance at end of period
Allowance for uncollectible accounts receivable:
2013	$	264,105	$	99,561	$	(161,064	)	$	202,602
2012	352,417		97,995		(186,307		)	264,105
2011	396,907		97,034		(141,524		)	352,417
Tax valuation allowance:
2013	$	21,037	$	5,431	$	(2,309	)	$	24,159
2012	20,502		3,765		(3,230		)	21,037
2011	18,418		4,151		(2,067		)	20,502

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EXHIBIT INDEX

Exhibit No.	Description
3.1	Restated Certificate of Incorporation of the Company (as amended) (incorporated by reference to the Company's Annual Report on Form 10-K filed on March 27, 2003).
3.2	Fourth Amended and Restated By-Laws of the Company (incorporated by reference to the Company's Current Report on Form 8-K filed on February 22, 2011).
4.1	Indenture, dated as of June 13, 2003, between the Company and SunTrust Bank, as trustee (incorporated by reference to the Company's Current Report on Form 8-K filed on June 16, 2003).
4.2	Second Supplemental Indenture, dated as of June 13, 2003, between the Company and SunTrust Bank, as trustee (incorporated by reference to the Company's Current Report on Form 8-K filed on June 16, 2003).
4.3	Guarantee Agreement of the Company relating to the Trust Preferred Income Equity Redeemable Securities of Omnicare Capital Trust I, dated as of June 13, 2003 (incorporated by reference to the Company's Current Report on Form 8-K filed on June 16, 2003).
4.4	Third Supplemental Indenture, dated as of June 13, 2003, between the Company and SunTrust Bank, as trustee (incorporated by reference to the Company's Current Report on Form 8-K filed on March 9, 2005).
4.5	Amended and Restated Trust Agreement of Omnicare Capital Trust II, dated as of March 8, 2005 (incorporated by reference to the Company's Current Report on Form 8-K filed on March 9, 2005).
4.6	Guarantee Agreement of the Company relating to the Series B 4.00% Trust Preferred Income Equity Redeemable Securities of Omnicare Capital Trust II, dated as of March 8, 2005 (incorporated by reference to the Company's Current Report on Form 8-K filed on March 9, 2005).
4.7	Indenture, dated as of December 15, 2005, by and among the Company, Omnicare Purchasing Company, LP, as guarantor and SunTrust Bank, as trustee (including the Form of 3.25% Convertible Senior Debenture due 2035) (incorporated by reference to the Company's Current Report on Form 8-K filed on December 16, 2005).
4.8	Sixth Supplemental Indenture, dated as of May 18, 2010, by and among the Company, the Guarantors named therein and U.S. Bank National Association, as trustee (including the form of 7.75% Senior Subordinated Notes due 2020) (incorporated by reference to the Company's Current Report on Form 8-K filed on May 21, 2010).
4.9	Seventh Supplemental Indenture, dated as of December 7, 2010, by and among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee (including the Form of 3.75% Convertible Senior Subordinated Notes due 2025) (incorporated by reference to the Company's Current Report on Form 8-K filed on December 7, 2010).
4.10	Eighth Supplemental Indenture among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee (including the Form of 3.75% Convertible Senior Subordinated Note due 2042) (incorporated by reference to the Company's Current Report on Form 8-K filed on March 29, 2012).
4.11	Ninth Supplemental Indenture among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee (including the Form of 3.50% Convertible Senior Subordinated Note due 2044) (incorporated by reference to the Company's Current Report on Form 8-K filed on August 23, 2013).
10.1*	1998 Long-Term Employee Incentive Plan (incorporated by reference to the Company's Annual Report on Form 10-K filed on March 30, 1999).
10.2*	Form of Indemnification Agreement with Directors and Officers (incorporated by reference to the Company's Annual Report on Form 10-K filed on March 30, 1999).
10.3*	Amendment to 1998 Long-Term Employee Incentive Plan (incorporated by reference to the Company's Annual Report on Form 10-K filed on March 27, 2003).
10.4*	2004 Stock and Incentive Plan (incorporated by reference to Appendix B to the Company's Definitive Proxy Statement on Schedule 14A filed on April 9, 2004).
10.5*	Annual Incentive Plan for Senior Executive Officers (incorporated by reference to Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed on April 21, 2009).
10.6**	Prime Vendor Agreement for Pharmaceuticals with McKesson Corporation, dated as of July 27, 2010 (incorporated by reference to the Company's Quarterly Report filed on October 28, 2010).
10.7*	Employment Agreement between the Company and Alexander M. Kayne, dated as of April 1, 2011 (incorporated by reference to the Company's Quarterly Report on Form 10-Q filed on April 28, 2011).

94

10.8*	Employment Agreement between the Company and Randall Carpenter, dated as of March 25, 2011.
10.9	Form of Exchange Agreement relating to the exchange of the Company's 3.75% Convertible Senior Subordinated Notes due 2025 for 3.75% Convertible Senior Subordinated Notes due 2042 (incorporated by reference to the Company's Current Report on Form 8-K filed on March 29, 2012).
10.10*	Form of Stock Option Award Agreement (incorporated by reference to the Company's Quarterly Report on Form 10-Q filed on April 26, 2012).
10.11*	Form of Restricted Stock Award Agreement (officers) (incorporated by reference to the Company's Quarterly Report on Form 10-Q filed on April 26, 2012).
10.12*	Form of Restricted Stock Award Agreement (non-officer employees) (incorporated by reference to the Company's Quarterly Report on Form 10-Q filed on April 26, 2012).
10.13*	Form of Performance Restricted Stock Unit Award Agreement I (incorporated by reference to the Company's Quarterly Report on Form 10-Q filed on April 26, 2012).
10.14*	Separation Agreement between the Company and John G. Figueroa, dated as of June 20, 2012 (incorporated by reference to the Company's Quarterly Report on Form 10-Q filed on July 25, 2012).
10.15*	Amended and Restated Credit Agreement, dated as of September 28, 2012, by and among the Company, as the borrower, the lenders named therein, SunTrust Bank, as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent and Barclays Bank PLC, Goldman Sachs Bank USA and Bank of America, N.A., as co-documentation agents (incorporated by reference to the Company's Current Report on Form 8-K filed on October 4, 2012).
10.16*	Employment Letter between the Company and Kirsten Marriner, dated as of February 8, 2013.
10.17*	Separation Agreement, dated as of September 21, 2012 between Omnicare, Inc. and J.M. Stamps (incorporated by reference to the Company's Annual Report on Form 10-K filed on February 19, 2013).
10.18*	Form of Performance Restricted Stock Unit Award Agreement II (incorporated by reference to the Company's Annual Report on Form 10-K filed on February 19, 2013).
10.19*	Senior Executive Severance Plan (incorporated by reference to the Company's Annual Report on Form 10-K filed on February 19, 2013).
10.20*	Executive Severance Plan (incorporated by reference to the Company's Annual Report on Form 10-K filed on February 19, 2013).
10.21*	Deferred Compensation Plan (incorporated by reference to the Company's Annual Report on Form 10-K filed on February 19, 2013).
10.22	Confirmation relating to Accelerated Share Repurchase, dated November 29, 2012, between Omnicare, Inc. and Goldman, Sachs & Co. (incorporated by reference to the Company's Annual Report on Form 10-K filed on February 19, 2013).
10.23*	Senior Executive Change in Control Plan (incorporated by reference to the Company's Quarterly Report on Form 10-Q filed on July 24, 2013).
10.24	Form of Exchange Agreement relating to the exchange of the Company's 3.75% Convertible Senior Subordinated Notes due 2025 for 3.50% Convertible Senior Subordinated Notes due 2044 (incorporated by reference to the Company's Current Report on Form 8-K filed on August 23, 2013).
10.25*	Amended and Restated Employment Agreement between the Company and John L. Workman, dated as of July 1, 2013 (incorporated by reference to the Company's Quarterly Report on Form 10-Q filed on October 23, 2013).
10.26*	Amended and Restated Employment Agreement between the Company and Nitin Sahney, dated as of July 1, 2013 (incorporated by reference to the Company's Quarterly Report on Form 10-Q filed on October 23, 2013).
10.27*	Form of Performance Restricted Stock Unit Award Agreement III.
12	Statement of Computation of Ratio of Earnings to Fixed Charges.
21	Subsidiaries of the Company.
23	Consent of PricewaterhouseCoopers LLP.
24	Powers of Attorney.
31.1	Rule 13a-14(a) Certification of Chief Executive Officer of the Company.
31.2	Rule 13a-14(a) Certification of Chief Financial Officer of the Company.
32.1	Section 1350 Certification of Chief Executive Officer of the Company.
32.2	Section 1350 Certification of Chief Financial Officer of the Company.
101.INS	XBRL Instance Document
101.SCH	XBRL Schema Document

95

101.CAL	XBRL Calculation Linkbase Document
101.LAB	XBRL Label Linkbase Document
101.PRE	XBRL Presentation Linkbase Document
101.DEF	XBRL Definition Linkbase Document

* Indicates management contract or compensatory arrangement.

** Confidential treatment granted as to certain portions, which have been filed separately with the SEC.

96

EX-10.8

900 Omnicare Center

201 East Fourth Street

Cincinnati, OH 45202

TF 800.990.6664

April 25, 2013

Randall Carpenter

2515 Towering Ridge Lane

Florence, KY 41042

Dear Randy:

As you are aware, your Employment Agreement dated March 25, 2011 (the "Agreement") expires on May 2, 2013. Omnicare, Inc. ("Omnicare") is not taking any action with respect to your employment or the Agreement during the term of your Agreement. Rather, Omnicare is simply saying that the Agreement will expire. After May 2, 2013, your employment with Omnicare will continue on an at-will basis. Your current position, duties, salary and benefits will not be impacted by the non-renewal of your Agreement.

Please note that the restrictive covenants you agreed to, including those governing nonsolicitation of customers and employees, nondisclosure of confidential information, and noncompetition remain in full force and effect. Omnicare expects that you will continue to comply with all of your obligations.

Omnicare has also agreed to extend the time provision for reimbursement of relocation expenses (Section 2.8) as detailed in your Agreement. Omnicare is willing to provide reimbursement for all reasonable expenses in accordance with Omnicare's policies and proceduresgoverning relocation of executives that are incurred by April 30, 2014. Please note that Omnicare's willingness to extend the time provision for reimbursement of relocation expenses should not be construed as any expectation, guarantee or promise of continued employment.

As of May 3, 2013, you will be eligible to participate in the Senior Executive Severance Plan, which contains provisions for compensation and benefits in the event of termination without cause. Current plan benefits include 18 months of salary continuation and COBRA coverage. A copy of the current plan is provided with this letter. You will also be eligible for any future enhancements to the Senior Executive Severance Plan, should the plan be amended. Please sign and return the acknowledgment form to Robert Burkhard at your convenience.

Please sign below to acknowledge that you received this letter and return the signed letter to Robert Burkhard at 513-719-0432 or at Robert.Burkhard@Omnicare.com. By signing below, you are also agreeing to the terms contained herein regarding the reimbursement of your relocation expenses.

Feel free to contact Robert Burkhard at 513-719-1877 or at extension 56321 if you have any questions. We appreciate your contributions to Omnicare and we look forward to your efforts to assist the company in the future.

Sincerely,

/s/Kirsten Marriner

Kirsten Marriner

SVP, Chief Human Resource Officer

Ornnicare, Inc.

Acknowledgment

/s/ Randall Carpenter

Randall Carpenter

omnicare.com

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 25th day of March, 2011 by and between OMNICARE, INC., a Delaware corporation (the “Company”) and Randall Carpenter (“Executive”).

WHEREAS, the Company desires to employ the Executive as Senior Vice President, Chief Information Officer of the Company; and

WHEREAS, the Company and the Executive desire to enter into the Agreement to set forth the terms of the Executive’s employment by the Company.

THEREFORE, in consideration of these recitals and the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:

Section 1EMPLOYMENT

1.1Commencing May 2, 2011 (“Effective Date”), the Company shall employ Executive as Senior Vice President, Chief Information Officer, reporting to the President and Chief Financial Officer. Executive shall be assigned such duties with regard to the business of the Company as are generally performed by an executive of the Company serving in such position, and such other duties as may from time to time be assigned to Executive by the President and Chief Financial Officer consistent with such position.

1.2Executive agrees to devote his exclusive and full professional time and attention to his duties as an employee of the Company. In addition, Executive agrees that he shall not render to others any service of any kind for compensation or engage in any other business activity including without limitation any involvement in any business in which Executive has any administrative or operating responsibility. Subject to Section 4 hereof, Executive shall not be precluded from devoting reasonable periods of time required to manage his personal investments and participate in professional, educational, philanthropic, or community activities; provided that such activities do not interfere with Executive’s discharge of his duties to the Company.

1.3Executive’s primary work location will be at the Company’s headquarters, which is currently in Covington, Kentucky (the metropolitan Cincinnati area). However, it is expected that the Executive will be required to travel to other locations on a frequent basis in connection with his responsibilities under this Agreement.

SECTION 2COMPENSATION, BENEFITS AND EXPENSES

2.1BASE SALARY. During the Term, the Company shall pay to Executive a salary (“Base Salary”) at an annual rate of $392,500, payable in accordance with the regular payroll practices of the Company but not less frequently than monthly. Executive’s Base Salary may be reviewed annually by the Compensation and Incentive Committee of the Board (the “Compensation Committee”), and may be increased at the Compensation Committee’s discretion

CHICAGO/#2180462.4

taking into consideration Executive’s performance, Company performance and general economic conditions. Notwithstanding the foregoing, Executive’s Base Salary may be decreased only in accordance with a uniform reduction in base salaries applicable to all senior executives of the Company; provided that any such decrease is restored in the same manner as such decreases are restored to other senior executives of the Company. The Base Salary as determined herein from time to time shall constitute Executive’s “Base Salary” for purposes of this Agreement.

2.2INCENTIVE COMPENSATION. During the Term, Executive shall be eligible to participate in the Company’s Annual Incentive Plan for Senior Executive Officers (or successor plan; “AIP”) and such other bonus and annual incentive compensation plans as may be maintained by the Company for its executives. Executive shall have the opportunity to earn an annual target bonus of at least 55% of Executive’s Base Salary. Executive’s annual bonus (which may be greater or, except for the 2011 fiscal year, less than the target bonus percentage established above) to the extent earned and payable, shall be paid at such time or times as is provided under and otherwise in accordance with the terms of the AIP.

2.3LONG TERM INCENTIVE COMPENSATION. Executive will be granted a 2012 long term incentive award under the Company’s 2004 Stock and Incentive Plan or successor plans (“2004 Plan”), of no less than 27,500 shares of restricted stock. Such award will have a four year ratable vesting schedule, with one-fourth vesting on each anniversary date for four years, provided that Executive is employed on each anniversary for such installment to so vest. The award will provide that if Executive’s employment is terminated by the Company other than a Termination for Cause (notwithstanding the earlier expiration of the Term under Section 3.1 below) the 2012 long term incentive award shall become vested and unrestricted in full, and otherwise will have the same terms and conditions as apply to annual restricted stock awards most recently granted to senior executives. Thereafter, Executive will be eligible for annual long term incentive awards as determined by the Compensation, Nominating & Governance Committee consistent with other senior executives of the Company.

2.4SIGN-ON BONUS. To partially compensate Executive for forfeitures he will incur upon termination of his current employment, and to offset additional expenses related to relocation, the Company will pay a one-time cash bonus of $325,000 to the Executive. This bonus will be paid within the first month of employment. In the event the Executive’s employment with the Company terminates as a result of a termination by the Company for Cause (as defined in Section 3.2) or by the Executive at any time prior to the 6-month anniversary of the Effective Date, the Executive shall be required to return a portion of the Sign-On Bonus equal to the Sign-On Bonus multiplied by the difference of one minus a fraction, the numerator of which is the number of completed months since the Effective Date and the denominator of which is 6. Such amount shall be returned to the Company no later than 30 days following such termination date.

2.5BUY-OUT STOCK AWARD.

(a)To compensate Executive for forfeitures he will incur of unvested stock awards upon termination of his current employment, on the Effective Date the Company shall grant to Executive, pursuant to the 2004 Plan, an award of 30,000 shares of restricted stock. Such award

3

will vest in three equal installments on the first three anniversaries of the Effective Date, provided that Executive is employed on each anniversary for such installment to so vest. The award will provide that if Executive is terminated by the Company other than a Termination for Cause (notwithstanding the earlier expiration of the Term under Section 3.1 below) the Buy-Out Stock Award shall become vested and unrestricted in full, and otherwise will have the same terms and conditions as apply to annual restricted stock awards most recently granted to senior executives.

(b)To the extent Executive retains unvested shares that would have otherwise been forfeited under the terms of his current agreement (“Retained Shares”), there will be a reduction in the shares provided in the minimum 2012 long term incentive award. In the event Executive retains shares from current employer, there will be a reduction of three (3) Omnicare shares for each five (5) shares retained from current employer at the time the 2012 long term incentive award is determined.

2.6REIMBURSEMENT OF BUSINESS EXPENSES. During the Term, the Company shall reimburse Executive for all authorized, ordinary and necessary business expenses incurred and substantiated by him in accordance with applicable Company policy. In all events, any reimbursement made to Executive pursuant to this Section 2.6 shall be made not later than the end of the calendar year following the calendar year in which the related expense was incurred.

2.7EXECUTIVE BENEFITS. During the Term, Executive shall be entitled to participate in all employee benefit plans of the Company including thrift, profit sharing, executive severance, change in control, medical coverage, education, or other welfare benefits that the Company has adopted or may adopt, maintain or contribute to for the benefit of its senior executives in accordance with the terms of such plans and programs; provided that no such benefits shall duplicate any benefits provided directly under this Agreement, and nothing herein shall preclude the Company’s authority to amend or terminate any such plans at any time and from time to time. To the extent changes are made to plans during the Term that reduce compensation or benefits specifically addressed in this Agreement, the terms of this Agreement will control for the remainder of the Term. Executive shall be entitled to twenty-six (26) days of paid time off each calendar year, pro rated for 2011.

2.8RELOCATION EXPENSES. Executive shall be entitled to reasonable temporary living expenses incurred during transition for up to 6 months following the Effective Date (which may be extended at the sole discretion of the Company), and, without limiting the foregoing, in accordance with the Company’s policies and procedures governing relocation of executives. To the extent than any reimbursements under this Section 2.8 result in taxable income to Executive, then Executive shall be fully grossed-up for applicable federal, state and local taxes upon such reimbursements.

SECTION 3TERM; TERMINATION OF EMPLOYMENT

3.1TERM. The term of employment of Executive pursuant to this Agreement shall commence on the Effective Date and shall end on the earlier of the second anniversary of the

4

Effective Date or the date the Agreement is terminated by either the Company or the Executive as set forth pursuant to Sections 3.2 through 3.6 hereof; provided, however, that if a Change in Control (as defined in Section 3.5 below) occurs prior to the second anniversary of the Effective Date, the Term will not end until the earlier of the second anniversary of such Change in Control or the date the Agreement is terminated pursuant to Sections 3.2 through 3.6 hereof. If Executive remains employed with the Company following the end of the Term, such employment shall continue on an “at will” basis.

3.2TERMINATION FOR CAUSE. The Company shall have the right to terminate this Agreement and Executive’s employment, by written notice to Executive, for any of the following causes (a “Termination for Cause”):

(a)fraud or willful or intentional misrepresentation in connection with the Executive’s performance of his duties hereunder;

(b)the willful failure by the Executive to substantially perform his duties hereunder;

(c)the failure by the Executive to follow the lawful directives of the Chief Executive Officer and the Board;

(d)willful or intentional conduct by the Executive that is detrimental to the Company’s reputation, goodwill or business operations in any material respect;

(e)breach or threatened breach by the Executive of the restrictive covenants incorporated in Section 4 hereof;

(f)the Executive’s conviction for, or plea of nolocontendere to a charge of commission of, a felony or a violation of federal or state securities laws; or

(g)a material breach of the representations in Section 6.2 hereof.

In no event shall the Executive be considered to have been terminated for “Cause” unless the Company delivers a written notice of termination to the Executive identifying in reasonable detail the acts or omissions constituting “Cause” and the provision of this Agreement relied upon. In the case where such acts or omissions are not capable of cure, the Executive’s termination will take effect upon his receipt of such notice. In the case where such acts or omissions are capable of cure, the notice shall state the corrective action that the Executive must take to cure. Executive’s termination will take effect 15 days following his receipt of such notice if such acts or omissions are not cured by Executive by such date, provided that if said cure reasonably requires more than fifteen (15) days to cure, Executive shall be granted a reasonable extension to effectuate said cure. The Company may suspend the Executive’s employment or place him on leave of absence pending such cure, provided, however, such action shall not disempower Executive from taking the steps necessary to effectuate said cure. For the avoidance of doubt, mere failure of the Company to achieve earnings goals shall not constitute “Cause.”

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Upon any Termination for Cause, all payments, contributions and other benefits to Executive under Section 2 of this Agreement shall cease immediately, with the exception of reimbursement of authorized, ordinary and necessary business expenses already incurred, and any compensation and benefits already earned or vested as of that date.

3.3DISABILITY, ILLNESS OR DEATH. If Executive is unable to perform his duties under this Agreement by reason of illness or other physical or mental disability, and such physical or mental disability has continued for 90 days or would be reasonably expected to continue for at least 90 days, then this Agreement and Executive’s employment shall be deemed terminated (“Termination for Disability”). Upon Termination for Disability, Executive shall continue to receive the compensation described in Section 3 hereof for a period of three (3) months after the date of termination reduced by any disability payment to which Executive may be entitled in lieu of such compensation but not by any disability payment for which Executive has privately contracted and paid the premiums. If Executive should die before the termination of this Agreement, all payments, contributions and benefits to Executive under Section 2 of this Agreement shall terminate upon the date of his death, with the exception of reimbursement of authorized, ordinary and necessary business expenses already incurred, and any compensation and benefits already earned or vested as of that date. The benefits provided in this Section 3.3 pursuant to a Termination for Disability shall constitute “disability pay” within the meaning of Treasury Regulation Section 31.3121(v)(2) -1(b)(4)(iv)(C).

3.4TERMINATION FOR REASONS OTHER THAN WITH CAUSE. The Company shall have the right to terminate this Agreement and Executive’s employment, other than a Termination for Cause, upon ten (10) days’ written notice to Executive. If the Company terminates this Agreement and Executive’s employment other than a Termination for Cause (and other than a Termination for Disability), subject to Section 3.8:

(c)Executive shall receive as severance pay continued payment of his Base Salary for twelve (12) months, such payment to be made in accordance with the Company’s standard payroll practices;

(d)Executive shall receive a pro rata portion of the Executive’s annual AIP bonus under Section 2.2 for the fiscal year in which the Executive’s termination occurs, payable at the time that annual bonuses are paid to other senior executives, determined by multiplying (i) the amount Executive would have received based upon actual performance had employment continued through the end of the fiscal year by (ii) the fraction, the numerator of which is the number of days that Executive was employed by the Company during the fiscal year in which Executive’s termination occurred and the denominator of which is 365 (“Pro Rata Bonus”);

(e)Executive shall receive any unpaid annual bonus earned in accordance with the terms of the AIP with respect to any fiscal year ending on or preceding the date of termination, payable when annual bonuses are paid to senior executives for such year;

(f)To the extent not fully vested, on the date of termination, the remaining installment(s) of the 2012 long term incentive award (described in Section 2.3 above) and the Buy-Out Stock Award shall become vested and unrestricted in full;

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(g)To the extent not issued or paid, the guaranteed 2011 bonus shall be paid when 2011 bonuses are paid to senior executives of the Company; and

(h)Executive shall be entitled to continued participation for twelve (12) months in the Company’s medical, dental and vision welfare benefit plans which cover Executive (and his eligible dependents) upon the same terms and conditions in effect for active employees of the Company subject to Executive’s continued co-payment of premiums for such coverage, to the extent that the terms of such plans permit Executive’s continued participation during such period; provided, in the event Executive obtains other employment that offers substantially similar or more favorable benefits, determined on a benefit-by-benefit and coverage-by-coverage basis, such continuation of benefits by the Company shall immediately cease. The continuation of medical, dental and vision benefits under this Section 3.4 shall be conterminous with, and reduce the period of coverage and count against, Executive’s right to healthcare continuation benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”).

In the event of a termination of Executive by the Company other than a Termination for Cause under this Section 3.4, Executive acknowledges that the Company shall have no obligations or liability to him whatsoever other than the obligations set forth in this Section 3.4. Subject to Section 3.8 and Section 6.14, the first such severance payment under Section 3.4(a) shall be made not later than thirty (30) days after Executive’s Separation from Service occurs. Executive’s right to receive such severance payments under this Section 3.4 or Section 3.5, as may apply, shall be treated as a right to receive a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii). As used under this Agreement, a “Separation from Service” occurs when Executive dies, retires, or otherwise has a termination of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder.

Except as provided in Section 3.5 below, this Section 3.4 shall govern the payment of severance for any termination by the Company other than for Cause (and other than a Termination for Disability) that occurs prior to a Change in Control or after the twenty-four (24) month period following the occurrence of a Change in Control.

3.5TERMINATION UPON OR FOLLOWING A CHANGE IN CONTROL.

(a)The Company shall have the right to terminate this Agreement and Executive’s employment in the event of or following a Change in Control (as defined in the 2004 Plan as in effect on the date such Change in Control event occurs) of the Company. If the Company terminates this Agreement and Executive’s employment other than a Termination for Cause (and other than a Termination for Disability) at any time upon or during the twenty-four (24) month period following the occurrence of a Change in Control, subject to Section 3.8:

(i) Executive shall receive as severance pay a cash lump equal to one and on-half (1.5) times the Executive’s Base Salary. Anything in the foregoing to the contrary notwithstanding, if the Change in Control is not also a “change in control event” (as defined in Treasury Regulation §1.409A-3(i)(5)), the severance pay described in this subsection (i) will be

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paid in accordance with the Company’s standard payroll practices in the same manner as under Section 3.4(a);

(ii)Executive shall receive a Pro Rata Bonus;

(iii)Executive shall receive any unpaid annual bonus earned in accordance with the terms of the AIP with respect to any fiscal year ending on or preceding the date of termination, payable when annual bonuses are paid to senior executives for such year;

(iv)To the extent not fully vested, on the date of termination, the remaining installment(s) of the 2012 long term incentive award (described in Section 2.3 above) and the Buy-Out Stock Award shall become vested and unrestricted in full;

(v)To the extent not issued or paid, the guaranteed 2011 bonus shall be paid when 2011 bonuses are paid to senior executives of the Company; and

(vi)Executive shall be entitled to continued participation for eighteen (18) months in the Company’s medical, dental and vision welfare benefit plans which cover Executive (and his eligible dependents) upon the same terms and conditions in effect for active employees of the Company subject to Executive’s continued co-payment of premiums for such coverage, to the extent that the terms of such plans permit Executive’s continued participation during such period; provided, in the event Executive obtains other employment that offers substantially similar or more favorable benefits, determined on a benefit-by-benefit and coverage-by-coverage basis, such continuation of benefits by the Company shall immediately cease. The continuation of medical, dental and vision benefits under this Section 3.5 shall be conterminous with, and reduce the period of coverage and count against, Executive’s right to healthcare continuation benefits under COBRA. If the Company cannot provide such coverage to Executive, it shall pay him the applicable COBRA premium each month (without any tax gross-up) as if coverage were being provided for such period of time when the coverage cannot be so provided.

This Section 3.5 shall also apply to a termination by the Company other than for Cause within three (3) months before the occurrence of a Change in Control at the request of a third party (directly or indirectly) that consummates such Change in Control.

In the event of a termination of Executive by the Company other than a Termination for Cause upon or during the twenty-four (24) month period following the occurrence of a Change in Control, Executive acknowledges that the Company shall have no obligations or liability to him whatsoever other than the obligations set forth in this Section 3.5 or in Section 3.7. Subject to Section 3.8 and Section 6.14, the severance payment under Section 3.5(a)(i) shall be made not later than thirty (30) days after Executive’s Separation from Service occurs.

(b)In the event that the Company, upon or during the twenty-four (24) month period following a Change in Control, shall commit a material breach of its obligations under this Agreement, Executive gives notice to the Company from Executive specifying the nature of such

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breach within thirty (30) days after the occurrence of such material breach, and the Company shall not have remedied such breach within thirty (30) days after receipt of such notice, Executive shall have the right and option to terminate this Agreement and his employment within ninety (90) days thereafter, which termination shall be treated as a termination other than a Termination for Cause (and other than a Termination for Disability) under Section 3.5(a). For purposes of this Section 3.5(b), a “material breach of its obligations” by the Company shall mean: (i) the assignment to Executive of any duties inconsistent with his position, authority or responsibilities as contemplated by Section 1.1 hereof, or any action by the Company that results in a diminution in such position, authority or responsibilities (excluding for these purposes an isolated and insubstantial action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by Executive); (ii) any failure by the Company to comply with the compensation and benefits provisions of Section 2 hereof; and (iii) the relocation of the Company’s principal executive offices to a location more than 30 miles from its current location in Covington, Kentucky.

3.6VOLUNTARY TERMINATION. Executive may voluntarily terminate the Term and Executive’s employment hereunder (other than as provided under Section 3.5(b)) by giving the Company 60 days advance written notice of such termination. In the event Executive voluntarily terminates his employment for any reason during the Term (other than as provided under Section 3.5(b)), all payments to Executive under Section 2 shall cease, with the exception of reimbursement of authorized, ordinary and necessary business expenses already incurred, and any compensation and benefits already earned or vested as of that date.

3.7CHANGE IN CONTROL ADJUSTMENTS. The Executive will not be entitled to any payment (including no tax gross-up) in respect of any taxes he may owe pursuant to Section 4999 of the Internal Revenue Code. In the event that any Change in Control benefits or other benefits otherwise payable to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 3.7, would be subject to the excise tax imposed by Section 4999 of the Code, then any Change in Control benefits and other benefits hereunder shall be either (x) delivered in full, or (y) delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999 of the Code (and any equivalent state or local excise taxes), results in the receipt by the Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 3.7 will be made in writing by independent public accountants as the Company and the Executive agree (the “Accountants”), whose determination will be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 3.7, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this provision. The Company will bear all costs the

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Accountants may reasonably incur in connection with any calculations contemplated by this provision. Any reduction in payments and/or benefits required by this provision shall occur in the following order: (1) reduction of cash payments; (2) reduction of vesting acceleration of equity awards; and (3) reduction of other benefits paid or provided to the Executive. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting shall be canceled in the reverse order of the date of grant for the Executive’s equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis.

3.8RELEASE; COMPLIANCE WITH COVENANTS; RESIGNATIONS. Any payments or benefits made or provided pursuant to Section 3.4 or Section 3.5 hereof are subject to Executive’s:

(a)Compliance with the provisions of Section 4 hereof, other than inadvertent, immaterial violations of such provisions that are cured promptly upon written notice of such violation delivered to Executive by the Company;

(b)Delivery to the Company of an executed general release of all claims against the Company (other than claims to enforce the provisions of Section 3.4, Section 3.5 or Section 6, and claims for earned vested amounts under any employee benefit plan and other claims that cannot by law be waived) within 30 days after Executive’s termination date in accordance with the Company’s usual form of release of claims then in use for executive separations; and

(c)Delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans.

Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement shall not be due until after the expiration of any revocation period applicable to the general release, that Executive has not revoked, and any such amounts then due shall be paid (or commence being paid) to Executive within forty-five (45) days after the date of termination or such later date as may be required under Section 409A. In the event that the Executive dies before all payments pursuant to Section 3.4 or Section 3.5 have been paid, all remaining payments shall be made to the beneficiary specifically designated by the Executive in writing prior to his death, or, if no such beneficiary was designated (or the Company is unable in good faith to determine the beneficiary designated), to the personal representative of his estate.

SECTION 4RESTRICTIVE COVENANTS

4.1NONDISCLOSURE OF CONFIDENTIAL INFORMATION.

(h)Executive acknowledges that during the course of Executive’s employment with the Company, Executive has had or will have access to, and knowledge of, certain information that the Company considers confidential, and the release of such information to unauthorized persons would be extremely detrimental to the Company. As a consequence, the Executive hereby agrees and acknowledges that the Executive owes a duty to the Company not to disclose, and agrees that without the prior written consent of the Company, at any time, either during or

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after the Executive's employment with the Company, the Executive will not communicate, publish or disclose, to any person anywhere or use, any Confidential Information (as hereinafter defined), except as may be necessary or appropriate to conduct the Executive's duties hereunder, provided the Executive is acting in good faith and in the best interest of the Company, or as may be required by law or judicial process. The Executive will use reasonable best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized person. The Executive will return to the Company all Confidential Information in the Executive's possession or under the Executive's control whenever the Company shall so request, and in any event will promptly return all such Confidential Information if the Executive's relationship with the Company is terminated for any reason and will not retain any copies thereof except that Executive may retain copies of his own employment information relating to the terms, conditions, benefits and performance of his employment pursuantto this Employment Agreement. For purposes hereof, the term "Confidential Information" shall mean any information used by or belonging or relating to any member of the Company that is not known generally to the industry in which the Company is or may be engaged and which the Company maintains on a confidential basis, including, without limitation, any and all trade secrets and proprietary information, information relating to the Company’s businesses and services, Executive information, customer lists and records, business processes, procedures or standards, know-how, manuals, business strategies, records, financial information, in each case whether or not reduced to writing or stored electronically, as well as any information that any member of the Company advises the Executive should be treated as confidential information. Further, Confidential Information shall not include information which is independently obtained from a third party whose disclosure violates no duty of confidentiality to the Company or which is or becomes publicly available through no fault of Executive.

(i)The Executive acknowledges and agrees that all analyses, reports, proposals, software, documentation, machine code and other intellectual property owned by the Company (collectively, the “Company’s Intellectual Property”) are and shall remain the sole and exclusive property of the Company, or as otherwise may be noted, and that in no event shall the Executive have any ownership interest therein. In that connection, the Executive hereby irrevocably assigns, transfers and conveys to the Company all of his right, title and interest, if any, in and to the Company’s Intellectual Property, including any rights the Executive may have to patent, copyright, trade secret or other proprietary rights in the Company’s Intellectual Property. The Executive agrees to assist the Company in every proper way to obtain and from time to time enforce patents, copyrights, trade secrets and all other proprietary and intellectual property rights and interest in and to all the Company’s Intellectual Property in any and all countries, and to that end the Executive will execute and deliver all documents and other papers and materials for use in applying for, obtaining and enforcing such patents, copyrights, trademarks and other proprietary and intellectual property rights and interests, as the Company may request in writing, together with any assignments thereof to the Company or persons designated by it. The Executive agrees that the Company is appointed as his attorney to execute all such instruments and do all such things for the purpose of assuring to the Company (or its designee) the full benefit of the provisions of this paragraph.

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4.2NONINTERFERENCE WITH CLIENTS OR EXECUTIVES. The Executive agrees that, during the period of Executive's employment with the Company and for a period of twelve (12) months from the date of termination of employment for any reason, whether voluntary or involuntary (the “Restricted Period”), the Executive shall not, on the Executive's own behalf or on behalf of any other person or entity, solicit or in any manner influence or encourage any current or prospective client, customer, Executive or other person or entity that has a business relationship with the Company, to terminate or limit in any way their relationship with the Company, or interfere in any way with such relationship, and/or (b) solicit or in any manner influence or discourage any prospective client or customer that was contacted by the Company within the twelve-month period preceding Executive’s date of termination from entering into a business relationship with the Company.

4.3NONCOMPETITION. The Executive agrees that, during the Restricted Period, the Executive shall neither directly nor indirectly, engage or hold an interest in any business engaged in the Business in those geographic areas in which the Company conducts the Business, nor directly or indirectly, have any interest in, own, manage, operate, control, be connected with as a stockholder (other than as a stockholder of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation), joint venturer, officer, director, partner, employee or consultant, or otherwise engage or invest or participate in the Business in those geographic areas in which the Company or its subsidiaries engage in the Business. For purposes of this Agreement, "Business" shall mean (i) the distribution of pharmaceuticals, related pharmacy consulting, data management services and medical supplies to nursing homes and long-term care facilities, (ii) provision of comprehensive product development and research services to companies in the pharmaceutical, biotechnology, medical device and diagnostics industries and (iii) any other business in which the Company or its subsidiaries are engaged in during the Restricted Period.

4.4ENFORCEMENT. The Executive acknowledges and agrees that the provisions of this Section 4 are reasonable and necessary for the successful operation of the Company. The Executive further acknowledges that if he breaches any provision of this Section 4, the Company will suffer irreparable injury. It is therefore agreed that the Company shall have the right to enjoin any such breach or threatened breach, if ordered by a court of competent jurisdiction. The existence of this right to injunctive and other equitable relief shall not limit any other rights or remedies that the Company may have at law or in equity including, without limitation, the right to monetary and compensatory damages. In addition, the Executive further acknowledges that if he breaches any provision of this Section 4 following his termination of employment with the Company, the Executive will forfeit the right to any unpaid severance or other payments due under this Agreement, but Executive shall not forfeit payment of earned wages as defined by applicable law. If any provision of this Section 4 is determined by a court of competent jurisdiction to be unenforceable in the manner set forth herein, the Executive and the Company agree that it is the intention of the parties that such provision should be enforceable to the maximum extent possible under applicable law. If any provisions of this Section 4 are held to be invalid or unenforceable, such invalidation or unenforceability shall not affect the validity or enforceability of any other provision of this Section 4 (or any portion thereof). For purposes of

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the restrictions of this Section 4, references to the “Company” include reference to its subsidiaries.

SECTION 5INDEMNIFICATION

The Company shall indemnify Executive to the fullest extent permitted by the Company’s charter, by-laws and applicable law. The Company shall cover Executive under any contract of directors and officers liability insurance both during and, while potential liability exists, after the term of this Agreement and Executive’s employment to the same extent as the Company covers its other officers and directors.

SECTION 6MISCELLANEOUS PROVISIONS

6.1ASSIGNMENT AND SUCCESSORS. The rights and obligations of the Company under this Agreement may be freely assigned (including, but not limited to assignment to an affiliate of the Company for purposes of payroll) and shall inure to the benefit of and be binding upon the successors and assigns of the Company. Executive’s obligation to provide services hereunder may not be assigned to or assumed by any other person or entity.

6.2REPRESENTATIONS OF EXECUTIVE. The Executive represents and warrants that his entering into this Agreement and his employment with the Company will not be in breach of any agreement with any current or former employer and that he is not subject to any other restrictions on solicitation of clients or customers or competing against another entity. The Executive understands that the Company has relied on this representation in entering into this Agreement.

6.3NOTICES. All notices, requests, demands or other communications under this Agreement shall be in writing and shall only be deemed to be duly given (a) on the date of delivery if delivered by hand, (b) on the date of transmission, if delivered by confirmed facsimile, (c) on the first business day following the date of deposit if delivered by guaranteed overnight delivery service, or (d) on the fourth business day following the date delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Company, to:

Omnicare, Inc.

100 East RiverCenter Boulevard

Covington, Kentucky 41011

ATT: General Counsel

If to Executive, to his last known address shown on the payroll records of the Company

6.4SEVERABILITY. Any provision of this Agreement which is deemed invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this

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paragraph, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provisions of this Agreement invalid, illegal, or unenforceable in any other jurisdiction. If any covenant should be deemed invalid, illegal or unenforceable because its scope is considered excessive, such covenant shall be modified so that the scope of the covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal and enforceable.

6.5COMPLETE AGREEMENT. This Agreement contains the entire agreement between the parties and supersedes previous verbal and written discussions, negotiations, agreements or understandings between the parties.

6.6AMENDMENT AND WAIVER. This Agreement may be modified, amended or waived only by a written instrument signed by all the parties hereto. No waiver or breach of any provision hereof shall be a waiver of any future breach, whether similar or dissimilar in nature.

6.7APPLICABLE LAW. This Agreement has been made and its validity, performance and effect shall be determined in accordance with the laws of the State of Kentucky.

6.8CLAWBACK. In addition to any compensation recovery (clawback) which may be required by law and regulation, Executive acknowledges and agrees that any compensation paid or awarded to Executive in connection with his employment with the Company shall be subject to any clawback requirements as set forth in the Company’s corporate governance guidelines or policies and to any similar or successor provisions as may be in effect from time to time.

6.9CONSENT TO JURISDICTION. The parties hereby (a) agree that any suit, proceeding or action at law or in equity (hereinafter referred to as an “Action”) arising out of or relating to this Agreement must be instituted in state or federal court located within Kenton County, Kentucky, (b) waive any objection which he or it may have now or hereafter to the laying of the venue of any such Action, (c) irrevocably submit to the jurisdiction of any such court in any such Action, and (d) hereby waive any claim or defense of inconvenient forum. The parties irrevocably agree that service of any and all process which may be served in any such Action may be served upon him or it by registered mail to the address referred to in Section 6.2 hereof or to such other address as the parties shall designate in writing by notice duly given in accordance with Section 6.2 hereof and that such service shall be deemed effective service of process upon the parties in any such Action. The parties irrevocably agree that any such service of process shall have the same force and validity as if service were made upon him or it according to the law governing such service in the State of Kentucky, and waives all claims of error by reason of any such service.

6.10COUNTERPARTS. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

6.11INTERPRETATION. The headings contained in this Agreement are for reference purposes only and shall not affect in any ways the meaning or interpretation of this Agreement.

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The language in all parts of this Agreement shall in all cases be construed according to its fair meaning, and not strictly for or against any party hereto. In this Agreement, unless the context otherwise requires, the masculine, feminine and neuter genders and the singular and the plural include one another.

6.12NON-WAIVER OF RIGHTS AND BREACHES. No failure or delay of any party herein in the exercise of any right given to such party hereunder shall constitute a waiver thereof unless the time specified herein for the exercise of such right has expired, nor shall any single or partial exercise of any right preclude other or further exercise thereof or of any other right. The waiver of a party hereto of any default of any other party shall not be deemed to be a waiver of any subsequent default or other default by such party.

6.13NO MITIGATION OR OFFSET. Except as provided in Sections 3.4(d) and 3.5(a)(iv) relating to future benefit eligibility, Executive shall not be required to seek other employment or to reduce any severance benefit payable to him under Section 3 hereof, and no such severance benefit shall be reduced on account of any compensation received by Executive from the Company or any other employment. The Company’s obligations to Executive hereunder, including, without limitation, any obligation to provide severance benefits, shall not be subject to set-off or counterclaim in respect of any debts or liabilities of Executive to the Company.

6.14SURVIVAL. The provisions of Section 4 shall survive the termination the Agreement (and any concurrent or subsequent termination of Executive’s employment). The provisions of Section 3 shall survive any termination of the Executive’s employment during the Term of the Agreement.

6.15SUPERSEDING AGREEMENT. In the event of any conflict between the terms of this Agreement and the terms of any Company plan, program or policy, the terms of this Agreement shall control to the extent such terms are more favorable to the Executive; provided that the Company shall have an appropriate opportunity to conform the terms of any such conflicting plan, program or policy to the terms of this Agreement.

6.16SECTION 409A.

Anything in this Agreement to the contrary notwithstanding:

(a)It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the Code and all regulations, guidance and other interpretive authority issued thereunder (“Code Section 409A”) so as not to subject Executive to payment of any additional tax, penalty or interest imposed under Code Section 409A. The provisions of this Agreement shall be construed and interpreted to avoid the imputation of any such additional tax, penalty or interest under Code Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Executive.

(b)To the extent that the reimbursement of any expenses or the provision of any in-kind benefits under this Agreement is subject to Code Section 409A, (i) the amount of such

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expenses eligible for reimbursement, or in-kind benefits to be provided, during any one calendar year shall not affect the amount of such expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) reimbursement of any such expense shall be made by no later than December 31 of the year following the calendar year in which such expense is incurred; and (iii) Executive’s right to receive such reimbursements or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

(c)If Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A -1(i) as of the date of Executive’s Separation from Service, then any payment or benefit pursuant to Sections 3.4(a) or 3.5(a)(i) or pursuant to any other provision of this Agreement on account of Executive’s Separation from Service, to the extent such payment (after taking into account all exclusions applicable to such payment under Code Section 409A) is properly treated as deferred compensation subject to Code Section 409A, shall not be made until the first business day after (i) the expiration of six (6) months from the date of Executive’s Separation from Service, or (ii) if earlier, the date of Executive’s death (the “Delayed Payment Date”). On (or within five business days after) the Delayed Payment Date, there shall be paid to Executive or, if Executive has died, to the representative of Executive’s estate, in a single cash lump sum, an amount equal to the aggregate amount of the payments delayed pursuant to the preceding sentence, plus interest thereon, compounded monthly, at an annual rate equal to the Delayed Payment Interest Rate (as defined below) computed from the date on which each such delayed payment otherwise would have been made to Executive until the Delayed Payment Date. For purposes of the foregoing, the “Delayed Payment Interest Rate” shall mean the highest interest rate, as of the first day of the month in which the Separation from Service occurs, payable by the Company on its outstanding publicly-traded debt (or if no such public debt is then outstanding, the rate at which the Company could then borrow from its primary bank lender) plus 100 basis points.

6.17DRUG SCREEN; BACKGROUND CHECKS. This Agreement is contingent upon the Executive’s successful completion of a pre-employment drug screen and a background check. In the event that, for any reason, such drug screen and/or background check shall not be successfully completed, this Agreement shall be null and void and the Company and the Executive shall have no obligations hereunder.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

OMNICARE, INC.

By:/s/Erin E. Ascher 
Title:SVP Human Resources

/s/Randall A. CarpenterRandall Carpenter

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EX-10.16

February 8, 2013

Kirsten Marriner

6039 Green Meadow Lane

Mason, OH 45040

Dear Kirsten,

We at Omnicare, and particularly Nitin and I, are very pleased that you have decided to join our company. Omnicare has made significant strides in preparing the company for an exciting and challenging future. There are great business opportunities in the marketplace, but with risks and obstacles. One of the issues we must address is building a strong, efficient organization with leaders who will help us implement our growth strategies. That will be a priority and I will be looking to you to lead that initiative.

It is our pleasure to formally offer you employment as the Senior Vice President Human Resources of Omnicare, Inc. Your start date will be April 1, 2013 and you will be reporting to the Chief Executive Officer and the President & Chief Operating Officer. If your current employment should end prior to that date, you may elect to start earlier.

Base Salary

Your new annual salary will be $325,000.00 Your first regularly scheduled base salary review will be in 2014.

Signing Bonus

Within thirty days of your Start Date, you will be paid a hiring bonus of $50,000.

Bonus Target

You will have an annual incentive plan with a target bonus of 55% of your base salary.

• For 2013, the bonus award will not be prorated based upon your start date.

• For 2013, your bonus award will be calculated according to the normal rules and process but the actual award will be guaranteed at no less than 75% of the target award.

Sign-on Long-Term Incentive Award

To offset the loss of equity from your prior employer, on the Effective Date, anticipated to be within thirty days of your start date, the Company will grant to you an award of restricted stock under the Plan in the amount of 10,000 shares, subject to approval by the Company's Compensation & Incentive Committee, vesting in three equal installments on the first three anniversaries of the Effective Date, provided that you are employed on each anniversary for such installment to so vest. The award otherwise will have the same terms and conditions as apply to annual restricted stock awards most recently granted to senior executives.

Long-Term Incentive Award Target

Within thirty days of your start date, the Company will grant you an award of restricted stock under the Plan in the amount of 3,500 shares, subject to approval by the Company's Compensation & Incentive Committee, vesting in four equal installments on the first four anniversaries of the Effective Date, provided that you are employed on each anniversary for such installment to so vest. The award otherwise will have the same terms and conditions as apply to annual restricted stock awards most recently granted to senior executives.

Within thirty days of your start date, the Company will grant you an award of performance stock targeted at 3,500 shares, subject to approval by the Company's Compensation & Incentive Committee, vesting at the end of three years from the Effective Date, provided that you are employed on the third anniversary of the Effective Date and the performance measures are achieved. The award otherwise will have the same terms and conditions as apply to annual performance stock awards most recently granted to senior executives.

Non-Compete Agreement

In your position you will be exposed to sensitive information and will be asked to sign a NonCompetition, NonSolicitation, and NonDisclosure Agreement. The agreement must be signed prior to your hire date. You will be bound by the standard covenants generally prohibiting disclosure of confidential information; engaging in competitive activities and solicitation of customers and employee's will apply as outlined in the attached Non-Compete Agreement.

Benefits & Perquisites

You will participate in all employee and executive retirement and welfare benefit plans and programs. You will participate in all perquisite plans and programs generally applicable to senior executives of the Company in accordance with the plan terms and conditions and the Company policy. You will receive 26 days of personal time off ("PTO") in 2013 and thereafter, in accordance with the practices of the company's Senior Executive Plan.

Involuntary Termination w/o Cause

You will participate in the Company's Executive Severance Plan (copy attached) and will be subject to all the terms and conditions of that Plan. However, should your employment be terminated by the Company without cause (excluding self-initiated resignation) prior to the final vesting of your Sign-on Long-Term Incentive Award, all unvested shares of that award will immediately vest upon termination.

Indemnification

You will have full indemnification to the maximum extent permitted by the Company's charter, by-laws and applicable laws. In addition, you will be covered by director and officer liability insurance.

Benefits

A benefit guide is included in this mailing. You will be eligible to participate in our current benefits plans, the 401(k) and Stock Plus program. You are responsible for enrolling in the health, dental, vision, disability, supplemental life & AD&D within thirty (30) days of your hire date. Employee contribution to payment for benefit plans is determined annually.

Employment Eligibility

Omnicare is legally required to have all newly-hired permanent, temporary, part-time and full-time employees complete the I-9 Form, including presenting required original supporting document(s) that establish the identity and employment eligibility of any individual hired to perform work for Omnicare. In addition, please review the enclosed list of employment eligibility and identification document(s), choose the document(s) to be presented to Omnicare and bring them with you on your first day of work. Your employment is contingent upon providing acceptable original verification document(s) within the first three days of your employment to establish your identity and eligibility to work in the United States.

Kirsten, we have asked Bob Kastener to begin developing an orientation plan for you. He will work with you to be certain that you have the necessary exposures to the various parts of our business without wasting your time. He is also available to you for any questions or information needs you may have during the transition period. Naturally, you can feel free to call Nitin or me at any time.

Nitin and I are very excited to have you as an important part of our executive team. There are many human resources challenges we will face to successfully implement our growth strategies going forward. We are fully confident that you will help us meet those challenges.

If you are in agreement with the compensation terms outlined above, please sign this letter and return it to me.

Sincerely,

/s/John Workman	/s/Nitin Sahney
John Workman Chief Executive Officer	Nitin Sahney Chief Operating Officer & President

I have read and agree to the terms of the compensation plan outlined above.

/s/Kirsten Marriner

Kirsten Marriner

 2/23/13

Date

Attachment "A"

Bonus Target

The actual award earned is dependent on (a) Company and/or Division performance against stated financial targets, and (b) individual performance against specific goals for your role. The bonus plan will be reviewed each year and may be modified to align with corporate objectives. Our policy is bonuses are discretionary and there is no guarantee of a bonus. You must be employed by the Company when bonuses are awarded in order to receive a bonus. The Omnicare Incentive plan governs the annual bonus awards and to the extent this letter conflicts with that plan, the plan controls.

Long-Term Incentive Target

Actual awards may be more or less than your target award based on Company and individual performance, and there is no guarantee of an award each year. Awards may not be made in years when the Company does not attain its annual performance goals, for example. All awards must be approved by the Compensation & Nominating Committee of the Board of Directors before they are confirmed each year.

General Provisions

Your employment with Omnicare, Inc. and/or its affiliated companies (RxCrossroads, ACS, ExcelleRx, AccuMed, or PBM Plus) is at-will, and either you or Omnicare may terminate the relationship at any time with or without cause and with or without notice.

EX-10.27

OMNICARE, INC.

Performance Restricted Stock Unit Award

This AWARD AGREEMENT (this “Agreement”) is effective as of ______________, by and between Omnicare, Inc., a Delaware corporation (“Omnicare”), and _______________ (the “Participant”). The performance restricted stock unit award granted hereby is granted by the Compensation Committee (the “Committee”) of Omnicare’s Board of Directors pursuant to the terms of the 2004 Stock and Incentive Plan (the “Stock Plan”). All capitalized terms not defined in this Agreement, shall have the meanings assigned to such term in the Stock Plan.

Section 1. Performance Restricted Stock Unit Award. Omnicare hereby grants to the Participant, on the terms and conditions set forth herein, an award of performance-based restricted Stock Units (“Performance Stock Units”), which represent a target of ___________ shares of Common Stock (the “Target Shares”). The Performance Stock Units are notional units of measurement denominated in shares of Common Stock, which represent an unfunded, unsecured compensation obligation of Omnicare.

Section 2.Performance Criteria.

2.1.Eligible Units. Except as set forth in Section 4 below, provided the Participant is continuously employed by Omnicare or a Subsidiary from the date hereof through the Payment Date (as defined below), the Participant shall be paid a number of shares of Common Stock (the “Earned Shares”) equal to a percentage of the number of Target Shares based on (a) Omnicare’s achievement of the Cumulative Adjusted Cash Earnings Per Share (“EPS”) performance criteria set forth on Exhibit A attached hereto, (b) Omnicare’s achievement of the Cumulative Adjusted Cash Flow (“Cash Flow”) performance criteria set forth on Exhibit A attached hereto, and (c) any discretionary adjustments made by the Committee. Seventy-five percent (75%) of the Earned Shares is dependent upon Omnicare’s EPS for the [three-year period] (the “Performance Period”), with minimum threshold, target and maximum performance levels, which are set forth on Exhibit A. Twenty-five percent (25%) of the Earned Shares is dependent upon Omnicare’s Cash Flow for the Performance Period, with minimum threshold, target and maximum performance levels, which are set forth on Exhibit A. The initial determination of Earned Shares ranges from 50% to 200% of the Target Shares based on EPS and Cash Flow performance. Seventy-five percent (75%) of Target Shares will not be earned if the EPS for the Performance Period is below the minimum threshold level. Twenty-five percent (25%) of Target Shares will not be earned if the Cash Flow for the Performance Period is below the minimum threshold level.

2.2.Determination Date; Payment Date. As soon as practicable following the end of the Performance Period, the Committee shall, in its sole discretion, determine (the date of such determination, the “Determination Date”) (i) the initial number of total Earned Shares based on the target EPS and Cash Flow levels set forth on Exhibit A, and (ii) whether to increase or decrease such initial number of Earned Shares by an amount up to, but not to exceed, 20%; provided that the total Earned Shares shall not exceed 200% of the Target Shares. The Committee may consider total shareholder return, cash flow, customer retention, operational efficiency and any other aspects of Company performance in determining whether or not the number of total Earned Shares based on EPS and Cash Flow should be modified upward or downward. The Earned Shares shall be paid in shares of Common Stock as soon as practicable following the Determination Date, but, except as provided in Section 4.1 or Section 4.6 below, in all events between [1 day and 75 days after the end of the Performance Period] (the date of payment, the “Payment Date”).

2.3.Section 162(m). Notwithstanding anything in this Agreement to the contrary, in the event that the Committee has designated the Performance Stock Units as a Section 162(m) Award, no shares of Common Stock shall be paid to the Participant under this Agreement unless (i) any performance goals established by the Committee for purposes of Section 162(m) of the Code have been met or (ii) shares of Common Stock are payable under Section 4.1, 4.2 or 4.6 below.

Section 3.Dividends Equivalents. The Participant shall be entitled to dividend equivalents equal to the amount of dividends, if any, paid per share on the Common Stock during the period beginning on January 1, 2014 and ending on (i) the Determination Date for payments pursuant to Section 2.1; (ii) the date of the Participant’s death for payments pursuant to Section 4.1; (iii) the date of the Participant’s termination of employment with Omnicare or any Subsidiary for payments pursuant to Sections 4.2, 4.3 and 4.4; or (iv) the date of the Change in Control for payments pursuant to Section 4.6. Such amount, multiplied by the number of Earned Shares, shall be paid in cash to the Participant on the Payment Date. Except for payments in connection with Section 4.1 or 4.6, no dividend equivalents will be paid to the Participant if the minimum threshold EPS and Cash Flow targets are not achieved as of [the end of the Performance Period].

Section 4.Termination of Employment; Change in Control.

4.1.Death. Within 60 days following the Participant’s death, the Participant’s estate shall receive a pro-rata portion of the Target Shares based on the number of days in the Performance Period that elapsed prior to the Participant’s death.

4.2.Disability. If the Participant’s employment with Omnicare or a Subsidiary terminates due to Disability, on the Payment Date, the Participant shall receive a pro-rata portion of the final Earned Shares (determined in accordance with Section 2.1 as if the Participant had remained employed through the Payment Date) based on the number of days in the Performance Period that elapsed prior to the Participant’s termination of employment due to Disability.

4.3.Retirement. If the Participant’s employment with Omnicare or a Subsidiary terminates due to retirement under Omnicare’s Employees Savings and Investment Plan at or after normal retirement age with the consent of the Committee (taking into account, among other factors, Participant’s length of service at the time of retirement, the degree of his or her prior contribution to Omnicare, any continuing benefits to Omnicare, and the personal circumstances of his or her retirement) and in the event the minimum EPS target or the minimum Cash Flow target is achieved, then on the Payment Date the Participant shall receive a pro-rata portion of the final Earned Shares (determined in accordance with Section 2.1 as if the Participant had remained employed through the Payment Date) based on the number of days in the Performance Period that elapsed prior to the Participant’s retirement.

4.4.Termination without Cause upon Retirement Eligibility. In the event of the Participant’s termination of employment without Cause (as defined below) by Omnicare following his or her attainment of age 65 and at least 10 years of service, and in the event the minimum EPS target or the minimum Cash Flow target is achieved, then on the Payment Date the Participant shall receive a pro-rata portion of the final Earned Shares (determined in accordance with Section 2.1 as if the Participant had remained employed through the Payment Date) based on the number of days in the Performance Period that elapsed prior to the Participant’s termination. For purposes of this Agreement, “Cause” shall be as defined in the Omnicare, Inc. Senior Executive Severance Plan, or any successor plan.

4.5.Termination for any Other Reason. The Participant shall forfeit the Performance Stock Units and any right to dividends under Section 3 upon a termination of the Participant’s employment for any reason other than as set forth in Sections 4.1 to 4.4 or 4.6.

4.6.Change in Control. Upon a Change in Control (as defined below), the Participant shall be deemed to have earned a number of shares of Common Stock equal to the Target Shares (or, if actual performance exceeds the pro-rated target up to the Change in Control date, actual performance will be used for the entire applicable performance period then outstanding) (the “Change in Control Shares”). In the event that the Participant remains continuously employed by Omnicare or a Subsidiary until the date of the Change in Control, the Change in Control Shares shall be paid to the Participant on or within 60 days after the Change in Control (in shares of Common Stock or other consideration equal to the Fair Market Value of the Common Stock on the date of the Change in Control, as determined by the Committee as comprised immediately prior to the Change in Control). For purposes of this Agreement, “Change in Control” shall be as defined in the Stock Plan as long as such Change in Control constitutes a change in ownership of Omnicare, a change in effective control of Omnicare, or a change in the ownership of a substantial portion of the assets of Omnicare for purposes of Section 409A of the Code. Upon a Change in Control, no shares of Common Stock other than the Change in Control Shares shall be payable under this Agreement.

Section 5.Restrictions on Transfer. Neither this Agreement nor the Performance Stock Units granted hereby may be sold, assigned, transferred, encumbered, hypothecated or pledged by the Participant, other than to Omnicare as a result of forfeiture as provided herein.

Section 6.No Voting Rights. The Performance Stock Units, whether or not vested, will not confer any voting rights upon the Participant, unless and until the Award is paid in shares of Common Stock.

Section 7.Award Subject to Stock Plan. This Agreement is subject to the terms and conditions of the Stock Plan. In the event of a conflict or ambiguity between any term or provision contained herein and a term or provision of the Stock Plan, the Stock Plan will govern and prevail.

Section 8.Changes in Capitalization. The Performance Stock Units shall be subject to the provisions of the Stock Plan relating to adjustments for changes in corporate capitalization.

Section 9.Section 409A. The provisions of this Agreement and any payments made hereunder are intended to comply with, and should be interpreted in a manner consistent with, the requirements of Section 409A of the Code, and any related regulations or other effective guidance promulgated thereunder (“Section 409A”); provided, however, that the Committee shall have the right, in its sole discretion, to (i) adopt amendments to the Stock Plan or this Agreement, (ii) adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or (ii) take any other actions, as the Committee determines are necessary or appropriate for this Agreement and the Performance Stock Units to either be exempt from the application of Section 409A or to comply with the requirements of Section 409A, as the case may be.

Section 10.No Right of Employment. Nothing in this Agreement shall be deemed to give the Participant any right to continue as an employee of Omnicare or a Subsidiary or to interfere in any way with the right of Omnicare or a Subsidiary to terminate or to change the terms and conditions of the Participant’s employment at any time.

Section 11.Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without giving effect to the choice of law principles thereof.

Section 12.Clawback. In addition to any compensation recovery which may be required by this Agreement, law or regulation (including but not limited to any clawback required by Section 954 of the Dodd-Frank Act), the Participant acknowledges and agrees that any compensation paid under this Agreement shall be subject to the clawback requirements set forth in Omnicare’s Incentive Compensation Clawback Policy, Corporate Governance Guidelines, other corporate policies, and any similar successor provisions as may be in effect from time to time, including by reason of guidelines or policies adopted following the Participant’s termination of employment.

* * * * *

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first set forth above.

OMNICARE, INC.

By: ______________________________________

Name:

Title:

PARTICIPANT

By: ______________________________________

Name:

EXHIBIT A

Determination of the Number of Earned Shares

Step I: The number of Earned Shares based solely on Cumulative Adjusted Cash EPS is determined by the Cumulative Adjusted Cash EPS, which represents seventy-five (75%) percent of the Target Shares, for the 3-year performance period beginning _________ and ending ___________. “Cumulative Adjusted Cash EPS” means Omnicare’s adjusted diluted cash earnings per share, which is calculated by adding the after-tax impact of intangible asset amortization, the tax deduction related to goodwill and the tax deduction related to contingent convertible interest, to adjusted income from continuing operations and dividing by diluted shares outstanding on [the last day of the Performance Period]. The Cumulative Adjusted Cash EPS, if equal to or greater than $______, will determine the percentage applied to the Target Shares using the table below.

Performance Level	Minimum Threshold	Target	Maximum Performance
Cumulative Adjusted Cash EPS
Target Shares Modifier	50%	100%	200%

The Target Shares Modifier will be determined by linear interpolation if the Cumulative Adjusted Cash EPS is between the Minimum Threshold and Target or between the Target and Maximum Performance levels.

Step II: The number of Earned Shares based solely on Cumulative Adjusted Cash Flow is determined by the Cumulative Adjusted Cash Flow, which represents twenty-five (25%) percent of the Target Shares, for the 3-year performance period beginning ___________ and ending ____________. “Cumulative Adjusted Cash Flow” means cash flows from continuing operations adjusted for any significant cash special items (i.e., legal settlement payments or receipts, insurance settlements, etc.). The Cumulative Adjusted Cash Flow, if equal to or greater than $________, will determine the percentage applied to the Target Shares using the table below.

Performance Level	Minimum Threshold	Target	Maximum Performance
Cumulative Adjusted Cash Flow
Target Shares Modifier	50%	100%	200%

The Target Shares Modifier will be determined by linear interpolation if the Cumulative Adjusted Cash Flow is between the Minimum Threshold and Target or Target and Maximum Performance levels.

The initial determination of total Earned Shares will be the sum of the Earned Shares determined by Steps I and II above.

Step III: The initial determination of total Earned Shares determined by Steps I and II above may, in the Committee’s sole discretion, be multiplied by a factor ranging from -20% to +20% depending on the Committee’s evaluation of Company performance on a broad spectrum of measures that includes, but is not limited to, total shareholder return, cash flow, cash EPS, operational efficiency, customer retention and EBITDA. This discretionary factor, applied to the initial determination of Earned Shares based on Cumulative Adjusted Cash EPS in Step I and Cumulative Adjusted Cash Flow in Step II, will determine the final number of Earned Shares to be issued to the Participant on the Payment Date. The result of the discretionary factor applied to the initial calculated Earned Shares may not result in a final Earned Shares total that exceeds 200% of the Target Shares.

A-1

EX-12

Exhibit 12

Statement of Computation of Ratio of Earnings to Fixed Charges

Omnicare, Inc. and Subsidiary Companies

(in thousands, except ratio)

	For the years ended December 31,
	2013			2012			2011			2010			2009
Income from continuing operations before income taxes	$	173,984	(2)	$	275,232	(2)	$	242,558	(2)	$	19,781	(2)	$	216,344	(2)
Add fixed charges:
Interest expense	91,345			93,709			105,161			115,387			114,097
Amortization of discount on convertible notes (1)	24,567			24,073			24,195			29,536			27,977
Amortization of debt issuance expense	3,703			5,262			5,853			5,944			5,589
Interest expense-special items	4,784		(2)	12,363		(2)	25,491		(2)	14,297			—
Interest portion of rent expense	15,980			18,013			18,685			21,183			21,448
Adjusted income from continuing operations	$	314,363		$	428,652		$	421,943		$	206,128		$	385,455
Fixed charges:
Interest expense	$	91,345		$	93,709		$	105,161		$	115,387		$	114,097
Amortization of discount on convertible notes (1)	24,567			24,073			24,195			29,536			27,977
Amortization of debt issuance expense	3,703			5,262			5,853			5,944			5,589
Interest expense-special items	4,784		(2)	12,363		(2)	25,491		(2)	14,297			—
Interest portion of rent expense	15,980			18,013			18,685			21,183			21,448
Fixed charges	$	140,379		$	153,420		$	179,385		$	186,347		$	169,111
Ratio of earnings to fixed charges(3)	2.2		x	2.8		x	2.4		x	1.1		x	2.3		x

(1) See the “Debt” note of the Notes to Consolidated Financial Statements.

(2) Certain of the Company’s debt agreements and indentures provide for the exclusion of various special charges/(credits) from applicable financial covenant coverage calculations.  The following listing of charges/(credits), which are included in the Company’s income from continuing operations before income taxes, includes certain of these excludable charges/(credits) for the years ended December 31 (in thousands):

	2013		2012		2011		2010		2009
Settlement, litigation and other related charges (a)	167,465		49,375		55,031		113,279		77,449
Other expense (b)(c)(d)(e)(f)(g)	99,802		65,713		16,093		177,952		25,707
Total - non-interest expense special items	$	267,267	$	115,088	$	71,124	$	291,231	$	103,156
Interest expense special items (e)	$	4,784	$	12,363	$	25,491	$	14,297	$	—
(a) See the "Commitments and Contingencies" note of the Notes to the Consolidated Financial Statements.
(b) See the "Restructuring and Other Related Charges" note of the Notes to the Consolidated Financial Statements.
(c) See the "Goodwill and Other Intangible Assets" note of the Notes to the Consolidated Financial Statements.
(d) See the "Separation, Benefit Plan Termination and Related Costs" note of the Notes to the Consolidated Financial Statements.
(e) See the "Debt" note of the Notes to the Consolidated Financial Statements.
(f) See the "Acquisitions" note of the Notes to the Consolidated Financial Statements.
(g) See the "Stock-Based Compensation" note of the Notes to Consolidated Financial Statements.

For the 2009 year data, see the respective note in that years consolidated financial statements for additional information on the nature of the charge reflected above.

(3) The ratio of earnings to fixed charges has been computed by adding income from continuing operations before income taxes and fixed charges to derive adjusted income from continuing operations, and dividing adjusted income from continuing operations by fixed charges.  Fixed charges consist of interest expense on debt (including the amortization of debt expense) and one-third (the proportion deemed representative of the interest portion) of rent expense.  

EX-21

EXHIBIT 21

Subsidiaries of Omnicare, Inc.

The following is a list of operational subsidiaries included in the consolidated financial statements of the Company  as of  December 31, 2013. Other non-operational subsidiaries which have been omitted from the list would not, when considered in the aggregate, constitute a significant subsidiary. Each of the companies is incorporated under the laws of the state following its name.

		State of
	Doing Business As Name	Incorporation/
Legal Name	(if other than legal name)	Organization
Advanced Care Scripts, Inc.	ACS Pharmacy	Florida
AMC - Tennessee, Inc.	Omnicare of Nashville	Delaware
APS-Summit Care Pharmacy, LLC	American Pharmaceutical Services	Delaware
ASCO Healthcare of New England, Limited Partnership	Omnicare of Rhode Island	Maryland
ASCO Healthcare, LLC	Omnicare of Annapolis Junction, Omnicare of Salisbury, NeighborCare, NeighborCare Londonderry - HME	Maryland
Badger Acquisition of Kentucky, LLC	Omnicare of Henderson, Kentucky	Delaware
Badger Acquisition of Minnesota, LLC	Omnicare of Minnesota	Delaware
Badger Acquisition of Ohio, LLC	Beeber Pharmacies, Omnicare Health Network	Delaware
Best Care LTC Acquisition Company, LLC	Best Care Pharmacy	Delaware
BPNY Acquisition Corp.	Omnicare Pharmacy of Western New York	Delaware
Campo's Medical Pharmacy, Inc.	Campo's Medical Pharmacy	Louisiana
Care Pharmaceutical Services, LP		Delaware
Care4 LP	Omnicare of Edison	Delaware
CCRx of North Carolina, LLC	Mesh Pharmacy, Omnicare of Charlotte, Omnicare of Raleigh	Delaware
CHP Acquisition Corp.	Omnicare of Southern New Jersey	Delaware
CIP Acquisition Corp.	Carter's Institutional Pharmacy	Delaware
Compass Health Services, LLC	Omnicare of Morgantown	West Virginia
Compscript, LLC	Omnicare of Jackson	Florida
Continuing Care Rx, LLC		Pennsylvania
CP Acquisition Corp.		Oklahoma
CP Services, LLC		Delaware
CSR, Inc.		Kentucky
D & R Pharmaceutical Services, LLC	D&R Pharmacare - Louisville, D&R Pharmacare - Lexington	Kentucky
Delco Apothecary, Inc.		Pennsylvania
Enloe Drugs, LLC	Omnicare of the Quad Cities, Omnicare Infusion of Peoria	Delaware
Evergreen Pharmaceutical of California, Inc.	Pharmacy Suppport Services - Los Angeles, Pharmacy Support Services - Hayward, Omnicare of Lodi, Omnicare of San Diego, Broadway Long Term Care Pharmacy, Omnicare Chico, CA, Omnicare Redding, CA, Creekside Managed Care Pharmacy, Omnicare of Bakersfield, Omnicare Canoga Park, CA, Pharmacy Advantage, Broadway Medical Supplies	California
Evergreen Pharmaceutical, LLC	Consulting and Pharmacy Services, Omnicare of Kirkland, Omnicare of Medford, Omnicare of Portland, Omnicare of Spokane, Puget Pharmacy Services, Omnicare of Spokane SPD, Omnicare of Washington SPD, Evergreen Home Care, Omnicare of Seattle	Washington

		State of
	Doing Business As Name	Incorporation/
Legal Name	(if other than legal name)	Organization
ExcelleRx, Inc.		Delaware
Heartland Healthcare Services, LLC		Ohio
Heartland Pharmacy of Illinois, LLC		Ohio
Heartland Pharmacy of Pennsylvania, LLC		Ohio
HMIS, Inc.		Delaware
Home Care Pharmacy, LLC	Omnicare of Ashland, Kentucky, Omnicare of Nitro, West Virginia, Cincinnati Clinical Intervention Center, Omnicare of Cincinnati	Delaware
Home Pharmacy Services, LLC		Missouri
Interlock Pharmacy Systems, LLC	Interlock Pharmacy of Columbia, Medicate LTC Pharmacy, Omnicare Pharmacy, Omnicare of St. Louis	Missouri
JHC Acquisition, LLC	Omnicare of Northern Illinois	Delaware
Langsam Health Services, LLC	Sequoia Health Services, Omnicare Clinical Intervention Center - Oklahoma City, Omnicare of Oklahoma City	Delaware
Langsam Medical Products, Inc.		Delaware
LCPS Acquisition, LLC	Omnicare of Chandler, Southern Desert Pharmacy - Prescott, Village Southern Desert Pharmacy	Delaware
Lobos Acquisition, LLC	Omnicare of Huntsville, Superior Care Pharmacy of Idaho	Delaware
Lo-Med Prescription Services, LLC	Omnicare Pharmacy of Wadsworth	Ohio
Main Street Pharmacy, LLC	NeighborCare - Riderwood, NeighborCare - Seabrook, NeighborCare - Eagles Trace L.L.C. , NeighborCare - Cedar Crest, NeighborCare - Greenspring Village, NeighborCare - Goodwin House, NeighborCare - Hingham, NeighborCare - Maris Grove, NeighborCare - Oak Crest Village Pharmacy, NeighborCare - Asbury Pharmacy, NeighborCare - Charlestown Pharmacy, Neighborcare	Maryland
Managed Healthcare, Inc.	Managed Health Care Pharmacy	Delaware
Management and Network Services, LLC		Ohio
Med World Acquisition Corp.	Omnicare of Chestnut Ridge	Delaware
Medical Arts Health Care, Inc.		Georgia
MHHP Acquisition Company, LLC	Stat-Care Pharmacy, McClelland Health System	Delaware
NCS Healthcare of Illinois, LLC	Omnicare of Herrin	Illinois
NCS Healthcare of Iowa, LLC	Omnicare of Urbandale	Ohio
NCS Healthcare of Kansas, LLC		Ohio
NCS Healthcare of Kentucky, Inc.	Vangard Labs	Ohio
NCS Healthcare of Montana, Inc.	Omnicare of Billings	Ohio
NCS Healthcare of New Mexico, Inc.		Ohio
NCS Healthcare of Ohio, LLC	Omnicare of Dover, Omnicare of Central Ohio	Ohio
NCS Healthcare of South Carolina, Inc.	Omnicare of Charleston	Ohio
NCS Healthcare of Tennessee, Inc.	Omnicare of Memphis	Ohio
NCS Healthcare of Wisconsin, LLC	Omnicare of Appleton, Pinnacle Pharmacy - LaCrosse	Ohio
NeighborCare of Indiana, LLC	Omnicare of Ft. Wayne, Omnicare of South Bend	Indiana
NeighborCare of New Hampshire, LLC	Omnicare of New Hampshire	New Hampshire
NeighborCare of Virginia, LLC	NeighborCare - Roanoke, NeighborCare - Richmond, NeighborCare - Portsmouth	Virginia
NeighborCare Pharmacy Services, Inc.	Omnicare San Antonio, Omnicare of Scranton, Omnicare of Williamsport, Rx Services, Champ Davis Pharmacy	Delaware
NIV Acquisition, LLC	Denman Pharmacy Services	Delaware
North Shore Pharmacy Services, LLC	Omnicare of Northern Massachusetts	Delaware
Omnicare Distribution Center, LLC		Delaware
Omnicare ESC, LLC		Delaware

		State of
	Doing Business As Name	Incorporation/
Legal Name	(if other than legal name)	Organization
Omnicare Headquarters, LLC		Delaware
Omnicare Holding Company		Delaware
Omnicare Indiana Partnership Holding Co, LLC		Delaware
Omnicare Management Company		Delaware
Omnicare of Nevada, LLC	Omnicare of Reno, Omnicare of Las Vegas	Delaware
Omnicare of New York, LLC	Omnicare of Florence, Omnicare of Golden, Omnicare of Syracuse, Omnicare of Southern Pines, Omnicare of Whippany, Omnicare of Ancora, Omnicare of Greystone, Omnicare of Menlo Park, Omnicare of Paramus, Omnicare of Trenton, Omnicare of Hunterdon, Omnicare of New Lisbon, Omnicare of North Jersey, Omnicare of Vineland East, Omnicare of Woodbine, Omnicare of Woodbridge, Omnicare of Fay Rd. Syracuse, Omnicare of Rochester, Omnicare of New Hartford, Omnicare of Grand Junction, Omnicare of Vineland, Omnicare of Bishop Gadsden	Delaware
Omnicare Pharmacies of Pennsylvania East, LLC	Omnicare Pharmacy Services of Eastern Pennsylvania	Delaware
Omnicare Pharmacies of Pennsylvania West, LLC	Omnicare Pharmacy Services of Greensburg, Omnicare of Pittsburgh	Pennsylvania
Omnicare Pharmacy and Supply Services, LLC	Omnicare of South Dakota	South Dakota
Omnicare Pharmacy of Florida, LP	Omnicare of Central Florida, Omnicare of Jacksonville, Omnicare of Tampa, Omnicare of South Florida, Omnicare of Panama City, Waterman Village Pharmacy, Omnicare of Fort Myers	Delaware
Omnicare Pharmacy of Nebraska LLC	Omnicare of Nebraska, Omnicare of North Platte	Delaware
Omnicare Pharmacy of North Carolina, LLC	Omnicare of Hickory	Delaware
Omnicare Pharmacy of Pueblo, LLC	Omnicare of Pueblo	Delaware
Omnicare Pharmacy of Tennessee, LLC	Omnicare of Tennessee	Delaware
Omnicare Pharmacy of Texas 1, LP	Omnicare of Corpus Christi, Omnicare of Ft. Worth, Omnicare of Houston, Omnicare of Pharr, Omnicare of Nacogdoches	Delaware
Omnicare Pharmacy of Texas 2, LP	Omnicare of Lubbock, Omnicare of Waco, Omnicare of Amarillo, Omnicare of Tyler	Delaware
Omnicare Pharmacy of the Midwest, LLC		Delaware
Omnicare Purchasing Company General Partner, Inc.		Delaware
Omnicare Purchasing Company Limited Partner, Inc.		Delaware
PBM Holding Co.		Delaware
PBM Plus Mail Service Pharmacy, LLC		Delaware
PBM-Plus, Inc.		Wisconsin
Pharmacon Corp.		New York
Pharmacy Associates of Glens Falls, Inc.	Royal Care Pharmacy Services	New York
Pharmacy Consultants, Inc.	Omniare of Spartanburg	South Carolina
Pharmacy Holding # 1, LLC		Delaware
Pharmacy Holding # 2, LLC		Delaware
Pharmacy Services of Indiana, LLC		Indiana
Pharmasource Healthcare, Inc.		Georgia
Pharmed Holdings, Inc.	I.V. Plus - Alexandria	Delaware
PP Acquisition Company, LLC	Pinnacle Pharmacy	Delaware
PPS-GBMC Joint Venture, LLC		Maryland
PPS-St. Agnes Joint Venture, LLC		Maryland

		State of
	Doing Business As Name	Incorporation/
Legal Name	(if other than legal name)	Organization
PRN Pharmaceutical Services, LP	Omnicare of Indianapolis	Delaware
Professional Pharmacy Services, Inc.	NeighborCare - Bon Secours Outpatient, NeighborCare - Howard County General, NeighborCare - Liberty Medical Center, NeighborCare - Mercy Medical Center, NeighborCare - Naylors Lane Pharmacy, NeighborCare - Owings Mills Pharmacy, NeighborCare - Reistertown Pharmacy, NeighborCare - Siani Hospital Pharmacy, NeighborCare - Southgate Pharmacy, NeighborCare - St. Joseph Medical Center, NeighborCare - Mentor, NeighborCare - Woodholme Pharmacy	Maryland
PSI Arkansas Acquisition, LLC	Pharmacy Solutions	Delaware
Rescot Systems Group, Inc.		Pennsylvania
Roeschen's Healthcare, LLC	Behavioral Health Pharmacy, Alliance at Chippewa Valley, Omnicare of Milwaukee	Wisconsin
RXC Acquisition Company	RxCrossroads, RxCrossroads Third Party Logistics	Delaware
Shore Pharmaceutical Providers, Inc.	Shore Pharmaceutical Providers	Delaware
Specialized Pharmacy Services, LLC	Specialized Pharmacy Services - North, Specialized Pharmacy Services, ElderCare Pharmacy	Michigan
Specialty Carts, LLC		Ohio
Sterling Healthcare Services, Inc.	Omnicare of Shreveport	Delaware
Suburban Medical Services, LLC	Omnicare of King of Prussia	Pennsylvania
SunPharmacy Limited Liability Company		Ohio
Superior Care Pharmacy, Inc.	Superior Care Pharmacy - St. George, Omnicare of Salt Lake City	Delaware
TCPI Acquisition Corp.	Specialized Pharmacy Services - West	Delaware
Three Forks Apothecary, Inc.	Omnicare of Bettyville, Kentucky	Kentucky
UC Acquisition Corp.	Unicare	Delaware
Uni-Care Health Services of Maine, Inc.	Omnicare of Maine	New Hampshire
Value Health Care Services, LLC	Omnicare of Connecticut	Delaware
VAPS Acquisition Company, LLC	Vanguard Advanced Pharmacy Systems	Delaware
Weber Medical Systems, LLC	Omnicare Infusion Services	Delaware
Westhaven Services Co., LLC	Omnicare of Northwest Ohio	Ohio
Williamson Drug Company, Incorporated	Extended Care Associates, Williamson's Pharmacy Institutional, Williamson's Pharmacy, Rx Services, Omnicare of Richmond	Virginia
ZS Acquisition Company, LLC	ZellMed Solutions	Delaware

EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-02667, 333-77845, 333-95949, 333-36874 and 333-120450) and Form S-3ASR (No. 333-166710) of Omnicare, Inc., of our report dated February 19, 2013 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Cincinnati, Ohio

February 19, 2014

EX-24

Exhibit 24

POWERS OF ATTORNEY

Each of the undersigned directors of OMNICARE, INC. ("the Company") hereby appoints JOHN L. WORKMAN, ROBERT O. KRAFT and ALEXANDER M. KAYNE as his/her true and lawful attorneys-in-fact for the purpose of signing the Company's Annual Report on Form 10-K for the year ended December 31, 2013, and all amendments thereto, to be filed with the Securities and Exchange Commission.  Each of such attorneys-in-fact is appointed with full power to act without the other.

/s/ James D. Shelton	February 11, 2013
James D. Shelton	Date

/s/ John L. Bernbach	February 11, 2013
John L. Bernbach	Date

/s/ James G. Carlson	February 11, 2013
James G. Carlson	Date

/s/ Mark A. Emmert	February 11, 2013
Mark A. Emmert, Ph.D.	Date

/s/ Steven J. Heyer	February 11, 2013
Steven J. Heyer	Date

/s/ Sam R. Leno	February 11, 2013
Sam R. Leno	Date

/s/ Andrea R. Lindell	February 11, 2013
Andrea R. Lindell, Ph.D., RN	Date

/s/ Barry M. Schochet	February 11, 2013
Barry M. Schochet	Date

/s/ Amy Wallman	February 11, 2013
Amy Wallman	Date

EX-31.1

EXHIBIT 31.1

RULE 13a-14(a) CERTIFICATION IN ACCORDANCE WITH SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, John L. Workman, certify that:

1. I have reviewed this report on Form 10-K of the Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3 Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;    

c) evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and    

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors:

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.    

Date:	February 19, 2014	By:	/s/John L. Workman
			John L. Workman
			Chief Executive Officer and Director

EX-31.2

EXHIBIT 31.2

RULE 13a-14(a) CERTIFICATION IN ACCORDANCE WITH SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Robert O. Kraft, certify that:

1. I have reviewed this report on Form 10-K of the Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3 Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;    

c) evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and    

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors:

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.    

Date:	February 19, 2014	By:	/s/Robert O. Kraft
			Robert O. Kraft
			Senior Vice President and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, John L. Workman, Chief Executive Officer of Omnicare, Inc. (the "Company"), do hereby certify in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Annual Report on Form 10-K of the Company for the period ended December 31, 2012 (the "Report") fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	February 19, 2014	By:	/s/John L. Workman
			John L. Workman
			Chief Executive Officer and Director

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert O. Kraft, Senior Vice President and Chief Financial Officer of Omnicare, Inc. (the "Company"), do hereby certify in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.    The Annual Report on Form 10-K of the Company for the period ended December 31, 2012 (the "Report") fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

2.    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	February 19, 2014	By:	/s/Robert O. Kraft
			Robert O. Kraft
			Senior Vice President and Chief Financial Officer

XML

Debt (Tables)

12 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Convertible Securities Detail [Table Text Block]

Information relating to the Company's convertible securities at December 31, 2013 can be found in the following table:

Convertible Debt	Carrying Value of Equity Component (in thousands)		Remaining Amortization Period	Effective Interest Rate
3.75% convertible senior subordinated notes, due 2025	$	11,437	12.00	8.250	%
4.00% junior subordinated convertible debentures, due 2033	$	119,396	19.50	8.010	%
3.25% convertible senior debentures, due 2035	$	245,433	2.00	7.630	%
3.75% convertible senior subordinated notes, due 2042	$	167,941	28.25	7.300	%
3.50% convertible senior subordinated notes, due 2044	$	208,200	30.15	7.700	%

Summary of Debt

A summary of debt follows (in thousands):

	December 31,
	2013			2012
Revolving loans, due 2017	$	—		$	—
Senior term loan, due 2017	398,438			419,688
7.75% senior subordinated notes, due 2020	400,000			550,000
3.75% convertible senior subordinated notes, due 2025	132,408			318,054
4.00% junior subordinated convertible debentures, due 2033	307,153			345,000
3.25% convertible senior debentures, due 2035	427,500			427,500
3.75% convertible senior subordinated notes, due 2042	390,000			390,000
3.50% convertible senior subordinated notes, due 2044	424,250			—
Capitalized lease and other debt obligations	20,685			23,685
Subtotal	2,500,434			2,473,927
Add interest rate swap agreements	18,671			46,090
(Subtract) unamortized debt discount	(573,082		)	(462,274		)
(Subtract) current portion of debt	(527,204		)	(27,713		)
Total long-term debt, net	$	1,418,819		$	2,030,030

Schedule of Maturities of Long-term Debt [Table Text Block]

The following is a schedule of required debt payments, excluding the unamortized debt discount, due during each of the next five years and thereafter, as of December 31, 2013 (in thousands):

Year ended
December 31,
2014	$	858,431
2015	27,097
2016	25,805
2017	337,153
2018	198
Later years	1,251,750
Total debt payments	$	2,500,434

Fair Value, by Balance Sheet Grouping [Table Text Block]

The fair value of the Company’s fixed-rate debt facilities, excluding the previously disclosed swap values, is based on quoted market prices (Level II) and is summarized as follows (in thousands):

Fair Value of Financial Instruments

	December 31, 2013				December 31, 2012
Financial Instrument:	Book Value		Market Value		Book Value		Market Value
7.75% senior subordinated notes, due 2020, gross	$	400,000	$	435,800	$	550,000	$	614,600
3.75% convertible senior subordinated notes, due 2025
Carrying value	87,310		—		204,608		—
Unamortized debt discount	45,098		—		113,446		—
Principal amount	132,408		306,500		318,054		459,600
4.00% junior subordinated convertible debentures, due 2033
Carrying value	186,136		—		206,266		—
Unamortized debt discount	121,017		—		138,734		—
Principal amount	307,153		455,900		345,000		331,600
3.25% convertible senior debentures, due 2035
Carrying value	393,126		—		377,782		—
Unamortized debt discount	34,374		—		49,718		—
Principal amount	427,500		457,400		427,500		425,400
3.75% convertible senior debentures, due 2042
Carrying value	225,014		—		229,624		—
Unamortized debt discount	164,986		—		160,376		—
Principal amount	390,000		592,800		390,000		397,100
3.50% convertible senior debentures, due 2044
Carrying value	216,643		—		—		—
Unamortized debt discount	207,607		—		—		—
Principal amount	424,250		428,500		—		—

XML

Significant Accounting Policies Significant Accounting Policies (Delivery Expenses) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Delivery Expenses [Abstract]
Shipping, Handling and Transportation Costs	$ 164.4	$ 160.4	$ 159.7

XML

Offsetting (Tables)

12 Months Ended

Dec. 31, 2013

Offsetting Assets [Line Items]

Offsetting Assets [Table Text Block]

							Gross Amounts not offset in the statement of financial position
Interest Rate Swaps as of:	Gross amount of recognized assets (liabilities)		Gross amount offset in the statement of financial position		Net amount of assets (liabilities) presented in the statement of financial position		Financial instruments		Cash collateral received		Net amount
December 31, 2013
Swap A	$	9,408	$	—	$	9,408	$	—	$	—	$	9,408
Swap B	9,263		—		9,263		—		—		9,263
	$	18,671	$	—	$	18,671	$	—	$	—	$	18,671
December 31, 2012
Swap A	$	20,560	$	—	$	20,560	$	—	$	—	$	20,560
Swap B	20,011		—		20,011		—		—		20,011
Swap C	2,896		—		2,896		—		—		2,896
Swap D	2,623		—		2,623		—		—		2,623
	$	46,090	$	—	$	46,090	$	—	$	—	$	46,090

XML

Debt 7.75% Senior Subordinated Notes (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Long-term Debt, Gross	$ 2,500,434,000	$ 2,473,927,000
Debt Instrument, Repurchased Face Amount	150,000,000
Gains (Losses) on Extinguishment of Debt	(51,496,000)	(35,092,000)	0
Current Fiscal Year End Date	--12-31
Write off of Deferred Debt Issuance Cost	4,784,000	12,466,000	6,012,000
7.75% Senior Subordinated Notes, Due 2020 [Member]
Long-term Debt, Gross	400,000,000	550,000,000
Debt Instrument, Interest Rate, Stated Percentage	7.75%
Debt Instrument, Initial Face Value	400,000,000
Deferred Finance Costs, Gross	12,600,000
Amortization of Financing Costs	1,200,000	1,200,000	1,100,000
Offering Of Additional Senior Subordinated Notes Aggregate Principal Amount	150,000,000
Derivative, Variable Interest Rate	4.22%
Initial 7.75% Swap Agreement [Member] | 7.75% Senior Subordinated Notes, Due 2020 [Member]
Derivative, Basis Spread on Variable Rate	3.87%
Additional 7.75% swap agreement [Member] | 7.75% Senior Subordinated Notes, Due 2020 [Member]
Derivative, Basis Spread on Variable Rate	5.32%
Additional 7.75% swap agreement [Member]
Gains (Losses) on Extinguishment of Debt	5,400,000
7.75% Senior Subordinated Notes, Due 2020 [Member]
Gains (Losses) on Extinguishment of Debt	19,300,000
Write off of Deferred Debt Issuance Cost	$ 2,300,000

XML

Significant Accounting Policies Significant Accounting Policies (Accumulated Other Comprehensive Income (Loss)) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Accumulated Other Comprehensive Income [Abstract]
Cumulative foreign currency translation adjustments	$ 0	$ 9,722
Translation adjustment recorded as divestiture of business	0	(9,722)
Accumulated Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, Net of Tax	(702)	(428)
Pension and postemployment benefits	(1,839)	(2,392)
Accumulated Other Comprehensive Income (Loss), Net of Tax	$ (2,541)	$ (2,820)

XML

Stock Based Compensation Stock Based Compensation (Details) (USD $) Share data in Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Stock-Based Compensation [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized	10.0
Stock or Unit Option Plan Expense	$ 1,000,000	$ 1,300,000	$ 2,000,000
Stock Issued During Period, Value, Restricted Stock Award, Gross	18,200,000	15,300,000	19,700,000
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized	36,000,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition	3 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	5 years 58 days
expense relating to vesting of stock options	1,000,000	2,100,000	800,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Total Intrinsic Value	7,700,000	11,900,000	11,500,000
Percent of salary maximum contribution employee stock purchase plan	6.00%
Maximum contribution to employee stock purchase plan	20,000
expense relating to vesting of stock awards	$ 12,400,000	$ 17,600,000	$ 18,700,000

XML

Guarantor Subsidiaries (Tables)

12 Months Ended

Dec. 31, 2013

Guarantor Subsidiaries [Abstract]

Summary Consolidating Statements of Income (Guaranteed Senior Notes Payable)

Summary Consolidating Statements of Comprehensive Income
(in thousands)	For the years ended December 31,
2013:	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating /  Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
Net sales	$	—		$	5,890,052		$	123,346		$	—		$	6,013,398
Cost of sales	—			4,520,958			71,578			—			4,592,536
Gross profit	—			1,369,094			51,768			—			1,420,862
Selling, general and administrative expenses	4,802			733,529			17,849			—			756,180
Provision for doubtful accounts	—			97,612			1,949			—			99,561
Settlement, litigation and other related charges	—			167,465			—			—			167,465
Other charges	—			92,531			7,271			—			99,802
Operating (loss) income	(4,802		)	277,957			24,699			—			297,854
Interest expense, net of investment income	(122,404		)	(1,102		)	(364		)	—			(123,870		)
(Loss) income from continuing operations before income taxes	(127,206		)	276,855			24,335			—			173,984
Income tax (benefit) expense	(48,923		)	125,859			12,156			—			89,092
Income (loss) income from continuing operations	(78,283		)	150,996			12,179			—			84,892
Loss from discontinued operations	—			(128,267		)	(57		)	—			(128,324		)
Equity in net income of subsidiaries	34,851			—			—			(34,851		)	—
Net income (loss)	$	(43,432	)	$	22,729		$	12,122		$	(34,851	)	$	(43,432	)
Comprehensive income (loss)	$	(43,153	)	$	22,729		$	12,122		$	(34,851	)	$	(43,153	)
2012:
Net sales	$	—		$	5,744,768		$	133,696		$	—		$	5,878,464
Cost of sales	—			4,399,305			83,737			—			4,483,042
Gross profit	—			1,345,463			49,959			—			1,395,422
Selling, general and administrative expenses	4,816			745,864			21,324			—			772,004
Provision for doubtful accounts	—			96,460			1,535			—			97,995
Settlement, litigation and other related charges	—			49,375			—			—			49,375
Other charges	35,092			34,633			(4,012		)	—			65,713
Operating (loss) income	(39,908		)	419,131			31,112			—			410,335
Interest expense, net of investment income	(133,368		)	(1,089		)	(646		)	—			(135,103		)
(Loss) income from continuing operations before income taxes	(173,276		)	418,042			30,466			—			275,232
Income tax (benefit) expense	(66,763		)	159,786			10,266			—			103,289
Income (loss) from continuing operations	(106,513		)	258,256			20,200			—			171,943
Income (loss) from discontinued operations	—			22,982			(51		)	—			22,931
Equity in net income of subsidiaries	301,387			—			—			(301,387		)	—
Net income	$	194,874		$	281,238		$	20,149		$	(301,387	)	$	194,874
Comprehensive income	$	194,744		$	281,238		$	21,533		$	(302,771	)	$	194,744
2011:
Net sales	$	—		$	5,774,760		$	121,846		$	—		$	5,896,606
Cost of sales	—			4,522,575			81,045			—			4,603,620
Gross profit	—			1,252,185			40,801			—			1,292,986
Selling, general and administrative expenses	15,579			695,240			11,348			—			722,167
Provision for doubtful accounts	—			95,121			1,913			—			97,034
Settlement, litigation and other related charges	—			55,031			—			—			55,031
Other charges	—			16,093			—			—			16,093
Operating (loss) income	(15,579		)	390,700			27,540			—			402,661
Interest expense, net of investment income	(158,621		)	(1,476		)	(6		)	—			(160,103		)
(Loss) income from continuing operations before income taxes	(174,200		)	389,224			27,534			—			242,558
Income tax (benefit) expense	(66,753		)	155,982			10,550			—			99,779
Income (loss) from continuing operations	(107,447		)	233,242			16,984			—			142,779
Loss from discontinued operations	—			(52,521		)	(3,334		)	—			(55,855		)
Equity in net income of subsidiaries	194,371			—			—			(194,371		)	—
Net income	$	86,924		$	180,721		$	13,650		$	(194,371	)	$	86,924
Comprehensive income	$	80,952		$	180,721		$	8,959		$	(189,680	)	$	80,952

Condensed Consolidating Balance Sheets (Guaranteed Senior Notes Payable)

Condensed Consolidating Balance Sheets

(in thousands)

As of December 31, 2013:	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating /  Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
ASSETS
Cash and cash equivalents	$	275,910	$	68,050	$	12,041	$	—		$	356,001
Restricted cash	—		5		—		—			5
Accounts receivable, net (including intercompany)	—		693,729		315,323		(313,368		)	695,684
Inventories	—		505,567		6,851		—			512,418
Deferred income tax benefits, net-current	—		135,148		—		(54		)	135,094
Other current assets	1,989		242,161		21,381		—			265,531
Current assets of discontinued operations	—		49,128		867		—			49,995
Total current assets	277,899		1,693,788		356,463		(313,422		)	2,014,728
Properties and equipment, net	—		301,200		4,688		—			305,888
Goodwill	—		4,028,651		28,805		—			4,057,456
Identifiable intangible assets, net	—		127,798		2,176		—			129,974
Other noncurrent assets	41,825		54,834		63		—			96,722
Investment in subsidiaries	5,131,280		—		—		(5,131,280		)	—
Noncurrent assets of discontinued operations	—		87,047		31		—			87,078
Total assets	$	5,451,004	$	6,293,318	$	392,226	$	(5,444,702	)	$	6,691,846
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities (including intercompany)	$	610,232	$	793,461	$	23,986	$	(313,368	)	$	1,114,311
Current liabilities of discontinued operations	—		18,829		17		—			18,846
Long-term debt, notes and convertible debentures	1,405,628		13,191		—		—			1,418,819
Deferred income tax liabilities, net-noncurrent	363,240		635,640		13,907		(54		)	1,012,733
Other noncurrent liabilities	—		52,072		1,763		—			53,835
Noncurrent liabilities of discontinued operations	—		1,398		—		—			1,398
Convertible debt	331,101		—		—		—			331,101
Stockholders’ equity	2,740,803		4,778,727		352,553		(5,131,280		)	2,740,803
Total liabilities and stockholders’ equity	$	5,451,004	$	6,293,318	$	392,226	$	(5,444,702	)	$	6,691,846

As of December 31, 2012:
ASSETS
Cash and cash equivalents	$	383,674	$	49,108		$	11,838	$	—		$	444,620
Restricted cash	—		1,066			—		—			1,066
Accounts receivable, net (including intercompany)	—		814,863			197,263		(190,071		)	822,055
Inventories	—		368,671			5,949		—			374,620
Deferred income tax benefits, net-current	—		137,736			—		(1,550		)	136,186
Other current assets	1,765		246,687			14,871		(10,825		)	252,498
Current assets of discontinued operations	—		57,017			797		—			57,814
Total current assets	385,439		1,675,148			230,718		(202,446		)	2,088,859
Properties and equipment, net	—		266,270			6,590		—			272,860
Goodwill	—		4,024,263			37,040		—			4,061,303
Identifiable intangible assets, net	—		162,078			3,021		—			165,099
Other noncurrent assets	75,336		92,859			11,382		(16,313		)	163,264
Investment in subsidiaries	5,453,702		(33		)	33		(5,453,702		)	—
Noncurrent assets of discontinued operations	—		237,879			—		—			237,879
Total assets	$	5,914,477	$	6,458,464		$	288,784	$	(5,672,461	)	$	6,989,264
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities (including intercompany)	$	60,454	$	570,272		$	35,421	$	(200,896	)	$	465,251
Current liabilities of discontinued operations	—		16,753			10		—			16,763
Long-term debt, notes and convertible debentures	2,012,807		17,223			5,000		(5,000		)	2,030,030
Deferred income tax liabilities, net-noncurrent	335,504		559,405			21,301		(1,550		)	914,660
Other noncurrent liabilities	—		65,187			—		(11,313		)	53,874
Noncurrent liabilities of discontinued operations	—		2,974			—		—			2,974
Stockholders’ equity	3,505,712		5,226,650			227,052		(5,453,702		)	3,505,712
Total liabilities and stockholders’ equity	$	5,914,477	$	6,458,464		$	288,784	$	(5,672,461	)	$	6,989,264

Condensed Consolidating Statements of Cash Flows (Guaranteed Senior Notes Payable)

Condensed Consolidating Statements of Cash Flows

(in thousands)

	For the year ended December 31,
2013:	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Omnicare, Inc. and Subsidiaries
Cash flows from operating activities:
Net cash flows (used in) from operating activities	$	(16,598	)	$	492,414		$	(8,756	)	$	467,060
Cash flows from investing activities:
Acquisition of businesses, net of cash received	—			(3,895		)	—			(3,895		)
Divestiture of businesses, net	—			1,250			10,408			11,658
Capital expenditures	—			(93,566		)	(1,449		)	(95,015		)
Marketable securities	—			(365		)	—			(365		)
Transfer of cash to trusts for employee health and severance costs, net of payments out of the trusts	—			1,061			—			1,061
Other	(227		)	(780		)	—			(1,007		)
Net cash flows (used in) from investing activities	(227		)	(96,295		)	8,959			(87,563		)
Cash flows from financing activities:
Payments on term loans	(21,250		)	—			—			(21,250		)
Proceeds from long-term borrowings and obligations	—			—			—			—
Payments on long-term borrowings and obligations	(192,322		)	—			—			(192,322		)
Capped Call transaction	—			—			—			—
Fees paid for financing activities	(5,660		)	—			—			(5,660		)
(Decrease) increase in cash overdraft balance	(9,968		)	10,441			—			473
Payments for Omnicare common stock repurchases	(220,971		)	—			—			(220,971		)
Proceeds for stock awards and exercise of stock options, net of stock tendered in payment	15,819			—			—			15,819
Dividends paid	(62,928		)	—			—			(62,928		)
Other	406,341			(397,211		)	—			9,130
Net cash flows used in financing activities	(90,939		)	(386,770		)	—			(477,709		)
Net (decrease) increase in cash and cash equivalents	(107,764		)	9,349			203			(98,212		)
Less decrease in cash and cash equivalents of discontinued operations	—			(9,593		)	—			(9,593		)
(Decrease) increase in cash and cash equivalents of continuing operations	(107,764		)	18,942			203			(88,619		)
Cash and cash equivalents at beginning of year	383,674			49,108			11,838			444,620
Cash and cash equivalents at end of year	$	275,910		$	68,050		$	12,041		$	356,001

Note 21 - Guarantor Subsidiaries - Continued

Condensed Consolidating Statements of Cash Flows - Continued

(in thousands)

	For the year ended December 31,
2012:	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Omnicare, Inc. and Subsidiaries
Cash flows from operating activities:
Net cash flows (used in) from operating activities	$	(88,461	)	$	636,402		$	(3,457	)	$	544,484
Cash flows from investing activities:
Acquisition of businesses, net of cash received	—			(34,873		)	—			(34,873		)
Divestiture of businesses, net	—			19,207			—			19,207
Capital expenditures	—			(94,527		)	(2,397		)	(96,924		)
Marketable securities	(25,514		)	—			496			(25,018		)
Transfer of cash to trusts for employee health and severance costs, net of payments out of the trusts	—			1,326			—			1,326
Other	—			(3,108		)	56			(3,052		)
Net cash flows (used in) investing activities	(25,514		)	(111,975		)	(1,845		)	(139,334		)
Cash flows from financing activities:
Payments on term loans	(24,688		)	—			—			(24,688		)
Proceeds from long-term borrowings and obligations	425,000			—			—			425,000
Payments on long-term borrowings and obligations	(453,573		)	—			—			(453,573		)
Capped Call transaction	(48,126		)	—			—			(48,126		)
Fees paid for financing activities	(7,566		)	—			—			(7,566		)
Decrease in cash overdraft balance	(12		)	(14,915		)	—			(14,927		)
Payments for Omnicare common stock repurchases	(388,968		)	—			—			(388,968		)
Proceeds for stock awards and exercise of stock options, net of stock tendered in payment	24,951			—			—			24,951
Dividends paid	(45,214		)	—			—			(45,214		)
Other	555,592			(552,986		)	(694		)	1,912
Net cash flows from (used in) financing activities	37,396			(567,901		)	(694		)	(531,199		)
Net (decrease) increase in cash and cash equivalents	(76,579		)	(43,474		)	(5,996		)	(126,049		)
Less increase in cash and cash equivalents of discontinued operations	—			6,859			—			6,859
Decrease in cash and cash equivalents of continuing operations	(76,579		)	(50,333		)	(5,996		)	(132,908		)
Cash and cash equivalents at beginning of year	460,253			99,441			17,834			577,528
Cash and cash equivalents at end of year	$	383,674		$	49,108		$	11,838		$	444,620

Note 21 - Guarantor Subsidiaries - Continued

Condensed Consolidating Statements of Cash Flows - Continued

(in thousands)

	For the year ended December 31,
2011:	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Omnicare, Inc. and Subsidiaries
Cash flows from operating activities:
Net cash flows (used in) from operating activities	$	(118,642	)	$	665,702		$	2,962		$	550,022
Cash flows from investing activities:
Acquisition of businesses, net of cash received	—			(101,933		)	—			(101,933		)
Divestiture of businesses, net	—			13,099			—			13,099
Capital expenditures	—			(58,308		)	(2,409		)	(60,717		)
Transfer of cash to trusts for employee health and severance costs, net of payments out of the trust	—			(275		)	—			(275		)
Other	—			(5,574		)	(11		)	(5,585		)
Net cash flows (used in) investing activities	—			(152,991		)	(2,420		)	(155,411		)
Cash flows from financing activities:
Payments on term loans	(5,625		)	—			—			(5,625		)
Proceeds from long-term borrowings and obligations	600,000			—			—			600,000
Payments on long-term borrowings and obligations	(777,609		)	613			—			(776,996		)
Fees paid for financing activities	(13,780		)							(13,780		)
Increase (decrease) in cash overdraft balance	5,921			5,753			—			11,674
Payments for Omnicare common stock repurchases	(140,127		)	—			—			(140,127		)
Payments for stock awards and exercise of stock options, net of stock tendered in payment	30,712			—			—			30,712
Dividends paid	(17,217		)	—			—			(17,217		)
Other	435,842			(434,889		)	1,574			2,527
Net cash flows from (used in) financing activities	118,117			(428,523		)	1,574			(308,832		)
Net increase (decrease) in cash and cash equivalents	(525		)	84,188			2,116			85,779
Less increase in cash and cash equivalents of discontinued operations	—			549			1			550
Increase (decrease) in cash and cash equivalents of continuing operations	(525		)	83,639			2,115			85,229
Cash and cash equivalents at beginning of year	460,778			15,802			15,719			492,299
Cash and cash equivalents at end of year	$	460,253		$	99,441		$	17,834		$	577,528

Summary Consolidating Statements of Income (Guaranteed Convertible Senior Debentures)

Summary Consolidating Statements of Comprehensive Income

(in thousands)

	For the years ended December 31,
2013:	Parent			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Consolidating/  Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
Net sales	$	—		$	—		$	6,013,398		$	—		$	6,013,398
Cost of sales	—			—			4,592,536			—			4,592,536
Gross profit	—			—			1,420,862			—			1,420,862
Selling, general and administrative expenses	4,802			1,732			749,646			—			756,180
Provision for doubtful accounts	—			—			99,561			—			99,561
Settlement, litigation and other related charges	—			—			167,465			—			167,465
Other charges	—			—			99,802			—			99,802
Operating (loss) income	(4,802		)	(1,732		)	304,388			—			297,854
Interest expense, net of investment income	(122,404		)	—			(1,466		)	—			(123,870		)
(Loss) income from continuing operations before income taxes	(127,206		)	(1,732		)	302,922			—			173,984
Income tax (benefit) expense	(48,923		)	(666		)	138,681			—			89,092
(Loss) income from continuing operations	(78,283		)	(1,066		)	164,241			—			84,892
Loss from discontinued operations	—			—			(128,324		)	—			(128,324		)
Equity in net income of subsidiaries	34,851			—			—			(34,851		)	—
Net income (loss)	$	(43,432	)	$	(1,066	)	$	35,917		$	(34,851	)	$	(43,432	)
Comprehensive income (loss)	$	(43,153	)	$	(1,066	)	$	35,917		$	(34,851	)	$	(43,153	)
2012:
Net sales	$	—		$	—		$	5,878,464		$	—		$	5,878,464
Cost of sales	—			—			4,483,042			—			4,483,042
Gross profit	—			—			1,395,422			—			1,395,422
Selling, general and administrative expenses	4,816			1,438			765,750			—			772,004
Provision for doubtful accounts	—			—			97,995			—			97,995
Settlement, litigation and other related charges	—			—			49,375			—			49,375
Other charges	35,092			—			30,621			—			65,713
Operating (loss) income	(39,908		)	(1,438		)	451,681			—			410,335
Interest expense, net of interest income	(133,368		)	—			(1,735		)	—			(135,103		)
(Loss) income from continuing operations before income taxes	(173,276		)	(1,438		)	449,946			—			275,232
Income tax (benefit) expense	(66,763		)	(557		)	170,609			—			103,289
(Loss) income from continuing operations	(106,513		)	(881		)	279,337			—			171,943
Income from discontinued operations	—			—			22,931			—			22,931
Equity in net income of subsidiaries	301,387			—			—			(301,387		)	—
Net income (loss)	$	194,874		$	(881	)	$	302,268		$	(301,387	)	$	194,874
Comprehensive income (loss)	$	194,744		$	(881	)	$	303,652		$	(302,771	)	$	194,744
2011:
Net sales	$	—		$	—		$	5,896,606		$	—		$	5,896,606
Cost of sales	—			—			4,603,620			—			4,603,620
Gross profit	—			—			1,292,986			—			1,292,986
Selling, general and administrative expenses	15,579			1,467			705,121			—			722,167
Provision for doubtful accounts	—			—			97,034			—			97,034
Settlement, litigation and other related charges	—			—			55,031			—			55,031
Other charges	—			—			16,093			—			16,093
Operating (loss) income	(15,579		)	(1,467		)	419,707			—			402,661
Interest expense, net of investment income	(158,621		)	—			(1,482		)	—			(160,103		)
(Loss) income from continuing operations before income taxes	(174,200		)	(1,467		)	418,225			—			242,558
Income tax (benefit) expense	(66,753		)	(562		)	167,094			—			99,779
(Loss) income from continuing operations	(107,447		)	(905		)	251,131			—			142,779
Loss from discontinued operations	—			—			(55,855		)	—			(55,855		)
Equity in net income of subsidiaries	194,371			—			—			(194,371		)	—
Net income (loss)	$	86,924		$	(905	)	$	195,276		$	(194,371	)	$	86,924
Comprehensive income (loss)	$	80,952		$	(905	)	$	190,585		$	(189,680	)	$	80,952

Condensed Consolidating Balance Sheets (Guaranteed Convertible Senior Debentures)

Condensed Consolidating Balance Sheets

(in thousands)

As of December 31, 2013:	Parent		Guarantor Subsidiary		Non-Guarantor Subsidiaries		Consolidating/  Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
ASSETS
Cash and cash equivalents	$	275,910	$	—	$	80,091	$	—		$	356,001
Restricted cash	—		—		5		—			5
Accounts receivable, net (including intercompany)	—		210		695,684		(210		)	695,684
Inventories	—		—		512,418		—			512,418
Deferred income tax benefits, net-current	—		—		135,094		—			135,094
Other current assets	1,989		—		263,542		—			265,531
Current assets of discontinued operations	—		—		49,995		—			49,995
Total current assets	277,899		210		1,736,829		(210		)	2,014,728
Properties and equipment, net	—		19		305,869		—			305,888
Goodwill	—		—		4,057,456		—			4,057,456
Identifiable intangible assets, net	—		—		129,974		—			129,974
Other noncurrent assets	41,825		19		54,878		—			96,722
Investment in subsidiaries	5,131,280		—		—		(5,131,280		)	—
Noncurrent assets of discontinued operations	—		—		87,078		—			87,078
Total assets	$	5,451,004	$	248	$	6,372,084	$	(5,131,490	)	$	6,691,846
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities (including intercompany)	$	610,232	$	—	$	504,289	$	(210	)	$	1,114,311
Current liabilities of discontinued operations	—		—		18,846		—			18,846
Long-term debt, notes and convertible debentures	1,405,628		—		13,191		—			1,418,819
Deferred income tax liabilities, net-noncurrent	363,240		—		649,493		—			1,012,733
Other noncurrent liabilities	—		—		53,835		—			53,835
Noncurrent liabilities of discontinued operations	—		—		1,398		—			1,398
Convertible debt	331,101		—		—		—			331,101
Stockholders’ equity	2,740,803		248		5,131,032		(5,131,280		)	2,740,803
Total liabilities and stockholders’ equity	$	5,451,004	$	248	$	6,372,084	$	(5,131,490	)	$	6,691,846

As of December 31, 2012:
ASSETS
Cash and cash equivalents	$	383,674	$	—	$	60,946	$	—		$	444,620
Restricted cash	—		—		1,066		—			1,066
Accounts receivable, net (including intercompany)	—		204		822,055		(204		)	822,055
Inventories	—		—		374,620		—			374,620
Deferred income tax benefits, net-current	—		—		137,736		(1,550		)	136,186
Other current assets	1,765		—		250,733		—			252,498
Current assets of discontinued operations	—		—		57,814		—			57,814
Total current assets	385,439		204		1,704,970		(1,754		)	2,088,859
Properties and equipment, net	—		22		272,838		—			272,860
Goodwill	—		—		4,061,303		—			4,061,303
Identifiable intangible assets, net	—		—		165,099		—			165,099
Other noncurrent assets	75,336		19		87,909		—			163,264
Investment in subsidiaries	5,453,702		—		—		(5,453,702		)	—
Noncurrent assets of discontinued operations	—		—		237,879		—			237,879
Total assets	$	5,914,477	$	245	$	6,529,998	$	(5,455,456	)	$	6,989,264
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities (including intercompany)	$	60,454	$	54	$	404,947	$	(204	)	$	465,251
Current liabilities of discontinued operations	—		—		16,763		—			16,763
Long-term debt, notes and convertible debentures	2,012,807		—		17,223		—			2,030,030
Deferred income tax liabilities, net-noncurrent	335,504		—		580,706		(1,550		)	914,660
Other noncurrent liabilities	—		—		53,874		—			53,874
Noncurrent liabilities of discontinued operations	—		—		2,974		—			2,974
Stockholders’ equity	3,505,712		191		5,453,511		(5,453,702		)	3,505,712
Total liabilities and stockholders’ equity	$	5,914,477	$	245	$	6,529,998	$	(5,455,456	)	$	6,989,264

Condensed Consolidating Statements of Cash Flows (Guaranteed Convertible Senior Debentures)

Condensed Consolidating Statements of Cash Flows

(in thousands)

	For the year ended December 31,
2013:	Parent			Guarantor Subsidiary		Non-Guarantor Subsidiaries			Omnicare, Inc. and Subsidiaries
Cash flows from operating activities:
Net cash flows (used in) from operating activities	$	(16,598	)	$	—	$	483,658		$	467,060
Cash flows from investing activities:
Acquisition of businesses, net of cash received	—			—		(3,895		)	(3,895		)
Divestitures of businesses, net	—			—		11,658			11,658
Capital expenditures	—			—		(95,015		)	(95,015		)
Marketable securities	—			—		(365		)	(365		)
Transfer of cash to trusts for employee health and severance costs, net of payments out of the trust	—			—		1,061			1,061
Other	(227		)	—		(780		)	(1,007		)
Net cash flows used in investing activities	(227		)	—		(87,336		)	(87,563		)
Cash flows from financing activities:
Payments on term loans	(21,250		)	—		—			(21,250		)
Proceeds from long-term borrowings and obligations	—			—		—			—
Payments on long-term borrowings and obligations	(192,322		)	—		—			(192,322		)
Capped Call transaction	—			—		—			—
Fees paid for financing activities	(5,660		)	—		—			(5,660		)
Increase (decrease) in cash overdraft balance	(9,968		)	—		10,441			473
Payments for Omnicare common stock repurchases	(220,971		)	—		—			(220,971		)
Proceeds for stock awards and exercise of stock options, net of stock tendered in payment	15,819			—		—			15,819
Dividends paid	(62,928		)	—		—			(62,928		)
Other	406,341			—		(397,211		)	9,130
Net cash flows (used in) financing activities	(90,939		)	—		(386,770		)	(477,709		)
Net (decrease) increase in cash and cash equivalents	(107,764		)	—		9,552			(98,212		)
Less decrease in cash and cash equivalents of discontinued operations	—			—		(9,593		)	(9,593		)
(Decrease) increase in cash and cash equivalents of continuing operations	(107,764		)	—		19,145			(88,619		)
Cash and cash equivalents at beginning of year	383,674			—		60,946			444,620
Cash and cash equivalents at end of year	$	275,910		$	—	$	80,091		$	356,001

Note 21 - Guarantor Subsidiaries - Continued

Condensed Consolidating Statements of Cash Flows

(in thousands)

	For the year ended December 31,
2012:	Parent			Guarantor Subsidiary		Non-Guarantor Subsidiaries			Omnicare, Inc. and Subsidiaries
Cash flows from operating activities:
Net cash flows (used in) from operating activities	$	(88,461	)	$	—	$	632,945		$	544,484
Cash flows from investing activities:
Acquisition of businesses, net of cash received	—			—		(34,873		)	(34,873		)
Divestitures of businesses, net	—			—		19,207			19,207
Capital expenditures	—			—		(96,924		)	(96,924		)
Marketable securities	(25,514		)	—		496			(25,018		)
Transfer of cash to trusts for employee health and severance costs, net of payments out of the trust	—			—		1,326			1,326
Other	—			—		(3,052		)	(3,052		)
Net cash flows used in investing activities	(25,514		)	—		(113,820		)	(139,334		)
Cash flows from financing activities:
Payments on term loans	(24,688		)	—		—			(24,688		)
Proceeds from long-term borrowings and obligations	425,000			—		—			425,000
Payments on long-term borrowings and obligations	(453,573		)	—		—			(453,573		)
Capped Call transaction	(48,126		)	—		—			(48,126		)
Fees paid for financing activities	(7,566		)	—		—			(7,566		)
Increase (decrease) in cash overdraft balance	(12		)	—		(14,915		)	(14,927		)
Payments for Omnicare common stock repurchases	(388,968		)	—		—			(388,968		)
Payments for stock awards and exercise of stock options, net of stock tendered in payment	24,951			—		—			24,951
Dividends paid	(45,214		)	—		—			(45,214		)
Other	555,592					(553,680		)	1,912
Net cash flows from (used in) financing activities	37,396			—		(568,595		)	(531,199		)
Net decrease in cash and cash equivalents	(76,579		)	—		(49,470		)	(126,049		)
Less increase in cash and cash equivalents of discontinued operations	—			—		6,859			6,859
Decrease in cash and cash equivalents of continuing operations	(76,579		)	—		(56,329		)	(132,908		)
Cash and cash equivalents at beginning of year	460,253			—		117,275			577,528
Cash and cash equivalents at end of year	$	383,674		$	—	$	60,946		$	444,620

Note 21 - Guarantor Subsidiaries - Continued

Condensed Consolidating Statements of Cash Flows

(in thousands)

	For the year ended December 31,
2011:	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Omnicare, Inc. and Subsidiaries
Cash flows from operating activities:
Net cash flows (used in) from operating activities	$	(118,642	)	$	—	$	668,664		$	550,022
Cash flows from investing activities:
Acquisition of businesses, net of cash received	—			—		(101,933		)	(101,933		)
Divestitures of businesses, net	—			—		13,099			13,099
Capital expenditures	—			—		(60,717		)	(60,717		)
Transfer of cash to trusts for employee health and severance costs, net of payments out of the trust	—			—		(275		)	(275		)
Other	—			—		(5,585		)	(5,585		)
Net cash flows used in investing activities	—			—		(155,411		)	(155,411		)
Cash flows used in financing activities:
Payments on term loans	(5,625		)	—		—			(5,625		)
Proceeds from long-term borrowings and obligations	600,000			—		—			600,000
Payments on long-term borrowings and obligations	(777,609		)	—		613			(776,996		)
Fees paid for financing activities	(13,780		)			—			(13,780		)
Increase (decrease) in cash overdraft balance	5,921			—		5,753			11,674
Payments for Omnicare common stock repurchases	(140,127		)	—		—			(140,127		)
Payments for stock awards and exercise of stock options, net of stock tendered in payment	30,712			—		—			30,712
Dividends paid	(17,217		)	—		—			(17,217		)
Other	435,842			—		(433,315		)	2,527
Net cash flows from (used in) financing activities	118,117			—		(426,949		)	(308,832		)
Net increase (decrease) in cash and cash equivalents	(525		)	—		86,304			85,779
Less increase in cash and cash equivalents of discontinued operations	—			—		550			550
Increase (decrease) in cash and cash equivalents of continuing operations	(525		)	—		85,754			85,229
Cash and cash equivalents at beginning of year	460,778			—		31,521			492,299
Cash and cash equivalents at end of year	$	460,253		$	—	$	117,275		$	577,528

XML

Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2013

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Financial Information Related to the Discontinued Operations

Selected financial information related to the discontinued operations follows (in thousands):

	For the year ended December 31,
	2013			2012		2011
Net Sales
Hospice	$	210,041		$	223,135	$	223,227
Retail	53,759			58,789		63,089
NCDG	—			—		24,858
CRO Services	—			—		32,146
Net sales - total discontinued	263,800			281,924		343,320
Income (loss) from operations, pretax
Hospice	25,120			36,787		30,486
Retail	(1,792		)	56		(219		)
NCGD	—			—		(4,298		)
CRO Services	—			—		(4,921		)
Income from operations - total discontinued, pretax	23,328			36,843		21,048
Income tax (benefit) expense
Hospice	10,136			13,889		11,602
Retail	(627		)	23		(88		)
NCGD	—			—		(1,450		)
CRO Services	—			—		(1,923		)
Income tax expense - total discontinued	9,509			13,912		8,141
Income (loss) from operations
Hospice	14,984			22,898		18,884
Retail	(1,165		)	33		(131		)
NCGD	—			—		(2,848		)
CRO Services	—			—		(2,998		)
Income from operations - total discontinued, aftertax	13,819			22,931		12,907

XML

Stock Based Compensation Stock Based Compensation Assumptions (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Stock-Based Compensation [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate	27.10%	33.60%	35.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate	1.40%	0.70%	1.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate	1.20%	1.70%	0.50%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term	4 years 292 days	5 years	5 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value	$ 12.03	$ 9.72	$ 8.74

XML

Debt 4.00% Junior Subordinated Convertible Debentures (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Long-term Debt, Gross	$ 2,500,434,000	$ 2,473,927,000
Gains (Losses) on Extinguishment of Debt	(51,496,000)	(35,092,000)	0
Current Fiscal Year End Date	--12-31
Write off of Deferred Debt Issuance Cost	4,784,000	12,466,000	6,012,000
4.00% Junior Subordinated Convertible Debentures, due 2033 [Member]
Long-term Debt, Gross	307,153,000	345,000,000
Debt Instrument, Interest Rate, Stated Percentage	4.00%
conversion threshold	53.07
Debt Conversion, Converted Instrument, Amount	333,800,000
Gains (Losses) on Extinguishment of Debt	600,000
Debt instrument, convertible, contingent interest rate	0.125%
stated liquidation amount of convertible debt	50
Remaining Liquidation Amount of Old Trust Piers	10,500,000
Debt Instrument, Convertible, Conversion Price	$ 40.82
Percent stock price closes above conversion price for option of conversion	130.00%
Percent threshold for average closing share price to enable option of conversion	105.00%
Percent threshold for average closing share price to enable option of conversion after maturity	98.00%
Percent threshold average share price after stated period to allow cash distribution	115.00%
Percent of share price cash distribution is based on	12.50%
Deferred Finance Costs, Gross	6,100,000
Amortization of Financing Costs	200,000	200,000	200,000
4% debt Series B [Member]
Write off of Deferred Debt Issuance Cost	500,000
September 2013 [Domain] | 4.00% Junior Subordinated Convertible Debentures, due 2033 [Member]
contingent cash interest paid per stated liquidation amount	0.07
December 2013 [Domain] | 4.00% Junior Subordinated Convertible Debentures, due 2033 [Member]
contingent cash interest paid per stated liquidation amount	0.085
March 2014 [Member] | 4.00% Junior Subordinated Convertible Debentures, due 2033 [Member]
contingent cash interest paid per stated liquidation amount	0.0905
4% debt Series B [Member] | 4.00% Junior Subordinated Convertible Debentures, due 2033 [Member]
Long-term Debt, Gross	296,700,000
Debt Conversion, Converted Instrument, Amount	37,100,000
4% Debt Series A [Member] | 4.00% Junior Subordinated Convertible Debentures, due 2033 [Member]
Debt Conversion, Converted Instrument, Amount	$ 700,000

XML

Income Taxes Uncertain Tax Positions (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Income Taxes [Abstract]
Unrecognized Tax Benefits	$ 14,822,000	$ 14,216,000	$ 17,091,000	$ 18,034,000
Unrecognized Tax Benefits, Increases Resulting from Current Period Tax Positions	1,440,000	1,845,000	1,219,000
Unrecognized Tax Benefits, Increases Resulting from Prior Period Tax Positions	8,114,000	2,050,000	5,212,000
Unrecognized Tax Benefits, Decreases Resulting from Prior Period Tax Positions	(3,023,000)	(3,051,000)	(492,000)
Unrecognized Tax Benefits, Decreases Resulting from Settlements with Taxing Authorities	(4,602,000)	(3,410,000)	(5,330,000)
Unrecognized Tax Benefits, Reductions Resulting from Lapse of Applicable Statute of Limitations	(1,323,000)	(309,000)	(1,552,000)
Unrecognized Tax Benefits that Would Impact Effective Tax Rate	12,400,000
Potential Federal and State unrecognized tax benefit reversal within one year	3,400,000
Cash paid for interest, net of federal tax benefit and penalties accrued	(1,400,000)	(100,000)	(600,000)
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued	$ 2,200,000	$ 2,900,000	$ 3,100,000

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Common Stock Repurchase Program (Details) (USD $) Share data in Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Jun. 30, 2013
Current Fiscal Year End Date	--12-31
Accelerated Share Repurchases, Settlement (Payment) or Receipt	$ 100,000,000
Option Indexed to Issuer's Equity, Redeemable Stock, Redemption Requirements, Amount	0	(50,000,000)		40,000,000
Stock Repurchase Program, Remaining Authorized Repurchase Amount	500,000,000
Stock Repurchased During Period, Shares	4.8	10.0	4.8
Payments for Repurchase of Common Stock	220,971,000	388,968,000	140,127,000
Stock Repurchased During Period, Value		339,000,000	140,000,000
cumulative common stock repurchased through repurchase program	24.0
cumulative value of shares repurchased through stock repurchase program	850,000,000
May 3, 2010 Share Repurchase Program [Member]
Stock Repurchase Program, Authorized Amount	200,000,000
Stock Repurchase Program, Remaining Authorized Repurchase Amount	0
May 26, 2011 Share Repurchase Program [Member]
Stock Repurchase Program, Authorized Amount	100,000,000
Stock Repurchase Program, Remaining Authorized Repurchase Amount	0
February 21, 2012 Share Repurchase Program [Member]
Stock Repurchase Program, Authorized Amount	200,000,000
Stock Repurchase Program, Remaining Authorized Repurchase Amount	0
September 12, 2012 Share Repurchase Program [Member]
Stock Repurchase Program, Authorized Amount	350,000,000
Stock Repurchase Program, Remaining Authorized Repurchase Amount	0
December 4, 2013 Share Repurchase Program [Member]
Stock Repurchase Program, Authorized Amount	500,000,000
Stock Repurchase Program, Remaining Authorized Repurchase Amount	500,000,000
November 2012 Accelerated Share repurchase [Domain]
Accelerated Share Repurchases, Settlement (Payment) or Receipt	$ 250,000,000
Initial shares received [Member]
Accelerated Share Repurchases, Cash or Stock Settlement	1.3
Initial shares received [Member] | November 2012 Accelerated Share repurchase [Domain]
Accelerated Share Repurchases, Cash or Stock Settlement	5.8
Initial share value [Member]
Accelerated Share Repurchases, Cash or Stock Settlement	60
Initial share value [Member] | November 2012 Accelerated Share repurchase [Domain]
Accelerated Share Repurchases, Cash or Stock Settlement	200
Shares received at settlement [Member]
Accelerated Share Repurchases, Cash or Stock Settlement	377
Shares received at settlement [Member] | November 2012 Accelerated Share repurchase [Domain]
Accelerated Share Repurchases, Cash or Stock Settlement	592
Cash received at settlement [Member]
Accelerated Share Repurchases, Cash or Stock Settlement	19.037

XML

Debt Convertible Debt Details (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
3.75% Convertible Senior Subordinated Notes, due 2025 [Member]
Debt Instrument, Convertible, Carrying Amount of Equity Component	$ 11,437
Debt Instrument, Convertible, Remaining Discount Amortization Period	12 years
Debt Instrument, Interest Rate, Effective Percentage	8.25%
4.00% Junior Subordinated Convertible Debentures, due 2033 [Member]
Debt Instrument, Convertible, Carrying Amount of Equity Component	119,396
Debt Instrument, Convertible, Remaining Discount Amortization Period	19 years 183 days
Debt Instrument, Interest Rate, Effective Percentage	8.01%
3.25% Convertible Senior Debentures, Due 2035 [Member]
Debt Instrument, Convertible, Carrying Amount of Equity Component	245,433
Debt Instrument, Convertible, Remaining Discount Amortization Period	2 years
Debt Instrument, Interest Rate, Effective Percentage	7.63%
3.75% Convertible Senior Subordinated Notes Due 2042 [Member]
Debt Instrument, Convertible, Carrying Amount of Equity Component	167,941
Debt Instrument, Convertible, Remaining Discount Amortization Period	28 years 91 days
Debt Instrument, Interest Rate, Effective Percentage	7.30%
3.5% Convertible senior subordinated debt [Domain]
Debt Instrument, Convertible, Carrying Amount of Equity Component	$ 208,200
Debt Instrument, Convertible, Remaining Discount Amortization Period	30 years 55 days
Debt Instrument, Interest Rate, Effective Percentage	7.70%

XML

Employee Benefit Plans Pension Plans with Accumulated Benefit Obligation in Excess of Plan Assets (Details) (Omnicare General Pension Plan [Member], USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Omnicare General Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Accumulated Benefit Obligation	$ 6.3	$ 7.2
Defined Benefit Plan, Fair Value of Plan Assets	$ 4.4	$ 4.5

XML

Stock Based Compensation Options Outstanding and Exercisable by Range of Exercise Prices (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	766	2,099
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	5 years 58 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 36.41	$ 41.09
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	411
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	2 years 358 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 38.16
$15.46 - $23.17 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	43
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	4 years 329 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 21.80
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	43
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	4 years 329 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 21.80
$23.18 - $30.90 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	254
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	5 years 146 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 26.58
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	127
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	3 years 321 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 26.26
$30.91 - $38.61 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	193
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	6 years 197 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 34.12
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	43
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	3 years 204 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 35.09
$38.62 - $61.79 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	276
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	4 years 4 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 49.38
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	198
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	1 year 318 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 50.02

XML

Income Taxes (Details) (USD $)	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Income Tax Provision [Abstract]
Current Income Tax Expense (Benefit)									$ 27,160,000	$ 7,962,000	$ 34,701,000
Deferred Income Tax Expense (Benefit)									61,932,000	95,327,000	65,078,000
Income Tax Expense (Benefit)	55,088,000	(26,350,000)	29,754,000	30,600,000	30,304,000	29,988,000	8,140,000	34,857,000	89,092,000	103,289,000	99,779,000
Tax Benefit from Stock Options Exercised									200,000	2,500,000	5,000,000
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract]
Income Tax Reconciliation, Income Tax Expense (Benefit), at Federal Statutory Income Tax Rate									60,897,000	96,331,000	84,896,000
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate									35.00%	35.00%	35.00%
income tax reconciliation, state, local and foreign income taxes, net of federal income tax benefit									8,142,000	9,491,000	8,494,000
Effective Income Tax Reconciliation, state, local and foreign income taxes, net of federal income tax benefit									4.70%	3.40%	3.50%
Income tax reconciliation, reduction for tax positions settled, net of federal income tax benefit									(2,068,000)	80,000	(1,676,000)
Effective income tax rate reconciliation, reduction for tax positions settled, net of federal income tax benefit									(1.20%)	0.00%	(0.70%)
Income Tax Reconciliation, Tax Settlements									17,136,000	0	7,000,000
Effective Income Tax Rate Reconciliation, Tax Settlements									9.80%	0.00%	2.90%
Income Tax Reconciliation, Other Adjustments									4,985,000	(2,613,000)	1,065,000
Effective Income Tax Rate Reconciliation, Other Adjustments									2.90%	(0.90%)	0.40%
Effective Income Tax Rate, Continuing Operations									51.20%	37.50%	41.10%
Income Taxes Paid									12,000,000	44,100,000	6,400,000
Deferred Tax Assets, Valuation Allowance	24,159,000				21,037,000				24,159,000	21,037,000
Unrecognized Tax Benefits	$ 14,822,000				$ 14,216,000				$ 14,822,000	$ 14,216,000	$ 17,091,000	$ 18,034,000

XML

Debt Debt Fair Value Disclosure (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Long-term Debt, Gross	$ 2,500,434	$ 2,473,927
Long-term Debt	2,500,434
Debt Instrument, Unamortized Discount	573,082	462,274
3.75% Convertible Senior Subordinated Notes Due 2042 [Member]
Long-term Debt, Gross	390,000	390,000
Long-term Debt, Fair Value	592,800	397,100
Long-term Debt	225,014	229,624
Debt Instrument, Unamortized Discount	164,986	160,376
7.75% Senior Subordinated Notes, Due 2020 [Member]
Long-term Debt, Gross	400,000	550,000
Long-term Debt, Fair Value	435,800	614,600
3.75% Convertible Senior Subordinated Notes, due 2025 [Member]
Long-term Debt, Gross	132,408	318,054
Long-term Debt, Fair Value	306,500	459,600
Long-term Debt	87,310	204,608
Debt Instrument, Unamortized Discount	45,098	113,446
4.00% Junior Subordinated Convertible Debentures, due 2033 [Member]
Long-term Debt, Gross	307,153	345,000
Long-term Debt, Fair Value	455,900	331,600
Long-term Debt	186,136	206,266
Debt Instrument, Unamortized Discount	121,017	138,734
3.25% Convertible Senior Debentures, Due 2035 [Member]
Long-term Debt, Gross	427,500	427,500
Long-term Debt, Fair Value	457,400	425,400
Long-term Debt	393,126	377,782
Debt Instrument, Unamortized Discount	34,374	49,718
3.50% Convertible Senior Subordianted Notes, Due 2044 [Member]
Long-term Debt, Gross	424,250	0
Long-term Debt, Fair Value	428,500	0
Long-term Debt	216,643	0
Debt Instrument, Unamortized Discount	$ 207,607	$ 0

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Debt 3.75% Convertible Senior Subordinated Notes (Details) (USD $)	12 Months Ended			3 Months Ended	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Jun. 30, 2013 3.75% Convertible Senior Subordinated Notes Due 2042 [Member]	Dec. 31, 2013 3.75% Convertible Senior Subordinated Notes Due 2042 [Member]	Dec. 31, 2012 3.75% Convertible Senior Subordinated Notes Due 2042 [Member]	Dec. 31, 2013 3.75% Convertible Senior Subordinated Notes, due 2025 [Member]	Dec. 31, 2012 3.75% Convertible Senior Subordinated Notes, due 2025 [Member]	Dec. 31, 2011 3.75% Convertible Senior Subordinated Notes, due 2025 [Member]
Debt Instrument, Face Amount					$ 390,000,000
Debt Instrument, Interest Rate, Stated Percentage					3.75%		3.75%
Convertible Debt, initial conversion rate					24.3607		36.8808
Long-term Debt, Gross	2,500,434,000	2,473,927,000			390,000,000	390,000,000	132,408,000	318,054,000
Debt Instrument, Repurchased Face Amount	150,000,000						5,150,000
Gains (Losses) on Extinguishment of Debt	(51,496,000)	(35,092,000)	0				26,200,000
Debt Instrument, Convertible, Conversion Price					$ 41.05		$ 27.11
Percent stock price closes above conversion price for option of conversion							130.00%
Deferred Finance Costs, Gross					3,100,000		9,400,000
Amortization of Financing Costs					100,000	100,000	300,000	400,000	600,000
Current Fiscal Year End Date	--12-31
conversion threshold					53.37		35.24
Extinguishment of Debt, Amount							180,500,000	256,900,000
Write Off Of Deferred Debt Issuance Cost	4,784,000	12,466,000	6,012,000				2,400,000	3,800,000
Debt Related Costs				$ 33,300,000

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Summary of Quarterly Results (Notes)

12 Months Ended

Dec. 31, 2013

Summary of Quarterly Results [Abstract]

Quarterly Financial Information [Text Block]

The following table presents the Company's unaudited quarterly financial information for 2013 and 2012 (in thousands, except per share data). Reclassifications of prior-quarter amounts related to the Company's discontinued operations have been made to conform with the current-year presentation:

	First			Second			Third			Fourth			Full
2013	Quarter			Quarter			Quarter			Quarter			Year
Net sales	$	1,458,945		$	1,503,116		$	1,515,168		$	1,536,169		$	6,013,398
Cost of sales	1,109,241			1,143,601			1,163,197			1,176,497			4,592,536
Gross profit	349,704			359,515			351,971			359,672			1,420,862
Selling, general and administrative expenses	190,693			191,915			182,668			190,904			756,180
Provision for doubtful accounts	24,010			26,140			24,963			24,448			99,561
Settlement, litigation and other related charges	22,619			3,512			143,484			(2,150		)	167,465
Other charges	4,006			31,268			61,632			2,896			99,802
Operating income (loss)	108,376			106,680			(60,776		)	143,574			297,854
Interest expense, net of investment income	(29,462		)	(29,624		)	(34,925		)	(29,859		)	(123,870		)
Income (loss) from continuing operations before income taxes	78,914			77,056			(95,701		)	113,715			173,984
Income tax provision	30,600			29,754			(26,350		)	55,088			89,092
Income (loss) from continuing operations	48,314			47,302			(69,351		)	58,627			84,892
Income (loss) from discontinued operations	6,040			4,917			3,042			(142,323		)	(128,324		)
Net income (loss)	$	54,354		$	52,219		$	(66,309	)	$	(83,696	)	$	(43,432	)
Earnings per common share - Basic:(a)
Continuing operations	$	0.47		$	0.46		$	(0.68	)	$	0.58		$	0.83
Discontinued operations	0.06			0.05			0.03			(1.42		)	(1.26		)
Net income (loss)	$	0.53		$	0.51		$	(0.65	)	$	(0.83	)	$	(0.43	)
Earnings per common share - Diluted:(a)
Continuing operations	$	0.45		$	0.43		$	(0.68	)	$	0.54		$	0.78
Discontinued operations	0.06			0.04			0.03			(1.31		)	(1.17		)
Net income (loss)	$	0.51		$	0.48		$	(0.65	)	$	(0.77	)	$	(0.39	)
Dividends per common share	$	0.14		$	0.14		$	0.14		$	0.20		$	0.62
Weighted average number of common shares outstanding:
Basic	103,210			102,867			101,811			100,470			102,080
Diluted	107,466			109,931			101,811			108,980			109,449
Comprehensive income (loss)	$	54,330		$	52,145		$	(66,305	)	$	(83,323	)	$	(43,153	)

	First			Second			Third			Fourth			Full
2012	Quarter			Quarter			Quarter			Quarter			Year
Net sales	$	1,520,263		$	1,465,083		$	1,430,920		$	1,462,198		$	5,878,464
Cost of sales	1,173,718			1,120,048			1,082,554			1,106,722			4,483,042
Gross profit	346,545			345,035			348,366			355,476			1,395,422
Selling, general and administrative expenses	187,944			189,668			191,753			202,639			772,004
Provision for doubtful accounts	24,061			23,728			23,695			26,511			97,995
Settlement, litigation and other related charges	7,203			26,093			4,931			11,148			49,375
Other charges	11,512			49,209			2,946			2,046			65,713
Operating income	115,825			56,337			125,041			113,132			410,335
Interest expense, net of investment income	(30,834		)	(35,574		)	(39,036		)	(29,659		)	(135,103		)
Income from continuing operations before income taxes	84,991			20,763			86,005			83,473			275,232
Income tax provision	34,857			8,140			29,988			30,304			103,289
Income from continuing operations	50,134			12,623			56,017			53,169			171,943
Loss from discontinued operations	5,605			6,069			5,408			5,849			22,931
Net income	$	55,739		$	18,692		$	61,425		$	59,018		$	194,874
Earnings per common share - Basic:(a)
Continuing operations	$	0.45		$	0.11		$	0.51		$	0.50		$	1.57
Discontinued operations	0.05			0.05			0.05			0.05			0.21
Net income	$	0.50		$	0.17		$	0.56		$	0.55		$	1.78
Earnings per common share - Diluted:(a)
Continuing operations	$	0.43		$	0.11		$	0.50		$	0.48		$	1.52
Discontinued operations	0.05			0.05			0.05			0.05			0.20
Net income	$	0.48		$	0.17		$	0.55		$	0.54		$	1.73
Dividends per common share	$	0.07		$	0.07		$	0.14		$	0.14		$	0.42
Weighted average number of common shares outstanding:
Basic	111,487			110,580			109,315			106,773			109,531
Diluted	116,500			113,472			111,951			110,074			112,988
Comprehensive income (loss)	$	56,161		$	17,003		$	63,354		$	58,226		$	194,744

Summary of Quarterly Results:

(a) Earnings per share is calculated independently for each separately reported quarterly and full year period.  Accordingly, the sum of the separately reported quarters may not necessarily be equal to the per share amount for the corresponding full year period, as independently calculated.

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Significant Accounting Policies (Schedule of Accounts, Notes, Loans and Financing Receivable) (Details) (Trade Accounts Receivable [Member], USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Accounts Receivable Aging [Abstract]
Current and 0 - 180 Days Past Due	$ 599,643	$ 655,173
181 Days and Over Past Due	298,643	430,987
Total Gross Accounts Receivables	898,286	1,086,160
Medicare Medicaid and Third Party Payors [Member]
Accounts Receivable Aging [Abstract]
Current and 0 - 180 Days Past Due	195,544	233,807
181 Days and Over Past Due	67,791	163,372
Total Gross Accounts Receivables	263,335	397,179
Facility Payors [Member]
Accounts Receivable Aging [Abstract]
Current and 0 - 180 Days Past Due	328,444	350,886
181 Days and Over Past Due	146,751	167,474
Total Gross Accounts Receivables	475,195	518,360
Private Payors [Member]
Accounts Receivable Aging [Abstract]
Current and 0 - 180 Days Past Due	75,655	70,480
181 Days and Over Past Due	84,101	100,141
Total Gross Accounts Receivables	$ 159,756	$ 170,621

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Earnings (Loss) Per Share Data (Tables)

12 Months Ended

Dec. 31, 2013

Earnings Per Share [Abstract]

Reconciliation of Basic and Diluted Earnings Per share

The following is a reconciliation of the basic and diluted earnings per share (“EPS”) computations for both the numerator and denominator (in thousands, except per share data):

	For the years ended December 31,
2013:	Income (loss)(Numerator)			Common Shares(Denominator)	Per Common Share Amounts
Basic EPS
Income from continuing operations	$	84,892			$	0.83
Loss from discontinued operations	(128,324		)		(1.26		)
Net income	(43,432		)	102,080	$	(0.43	)
Effect of Dilutive Securities
Convertible securities	281			6,736
Stock options, warrants and awards	—			633
Diluted EPS
Income from continuing operations plus assumed conversions	85,173				$	0.78
Loss from discontinued operations	(128,324		)		(1.17		)
Net income plus assumed conversions	$	(43,151	)	109,449	$	(0.39	)
2012:
Basic EPS
Income from continuing operations	$	171,943			$	1.57
Income from discontinued operations	22,931				0.21
Net income	194,874			109,531	$	1.78
Effect of Dilutive Securities
Convertible securities	284			2,891
Stock options, warrants and awards	—			566
Diluted EPS
Income from continuing operations plus assumed conversions	172,227				$	1.52
Income from discontinued operations	22,931				0.20
Net income plus assumed conversions	$	195,158		112,988	$	1.73
2011:
Basic EPS
Income from continuing operations	$	142,779			$	1.26
Loss from discontinued operations	(55,855		)		(0.49		)
Net income	86,924			113,000	$	0.77
Effect of Dilutive Securities
Convertible securities	287			1,011
Stock options, warrants and awards	—			770
Diluted EPS
Income from continuing operations plus assumed conversions	143,066				$	1.25
Loss from discontinued operations	(55,855		)		(0.49		)
Net income plus assumed conversions	$	87,211		114,781	$	0.76

Treasury Stock Method Average Share Price to Include Dilutive Securties [Table Text Block]

The Company is required to include additional shares in its diluted share outstanding calculation based on the treasury stock method when the average Omnicare stock market price for the applicable period exceeds the following amounts:

Convertible Debt	Price
3.75% convertible senior subordinated notes, due 2025	$	27.11
4.00% junior subordinated convertible debentures, due 2033	$	40.82
3.25% convertible senior debentures, due 2035	$	77.88
3.75% convertible senior subordinated notes, due 2042	$	41.05
3.50% convertible senior subordinated notes, due 2044	$	70.00

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Debt 6.75% Senior Subordinated Notes (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Debt Instrument [Line Items]
Current Fiscal Year End Date	--12-31
Cash Tax Benefit of Convertible Debt	$ 28,700,000	$ 20,800,000	$ 10,400,000
Write Off Of Deferred Debt Issuance Cost	4,784,000	12,466,000	6,012,000
Cumulative Cash Tax Benefit of Convertible Debt	192,100,000
Debt Instrument, Unamortized Discount	573,082,000	462,274,000
Convertible Senior Subordinated Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	3.75%
Write Off Of Deferred Debt Issuance Cost	2,400,000	3,800,000
Debt Instrument, Convertible, Carrying Amount of Equity Component	11,437,000
Debt Instrument, Unamortized Discount	45,098,000	113,446,000
Debt Instrument, Convertible, Remaining Discount Amortization Period	12 years
4.00% Junior Subordinated Convertible Debentures, due 2033 [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	4.00%
Debt Instrument, Convertible, Carrying Amount of Equity Component	119,396,000
Debt Instrument, Unamortized Discount	121,017,000	138,734,000
Debt Instrument, Convertible, Remaining Discount Amortization Period	19 years 183 days
3.25% Convertible Senior Debentures, Due 2035 [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	3.25%
Debt Instrument, Convertible, Carrying Amount of Equity Component	245,433,000
Debt Instrument, Unamortized Discount	$ 34,374,000	$ 49,718,000
Debt Instrument, Convertible, Remaining Discount Amortization Period	2 years

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Offsetting (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Offsetting Assets [Line Items]
Debt Instrument, Repurchased Face Amount	$ 150,000,000
Securities Borrowed	18,671,000	46,090,000
Gross Amount of assets as Offset in Statement of Financial Position	0	0
Net amount of financial assets	18,671,000	46,090,000
Financial Instruments, assets	0	0
Derivative Asset, Fair Value of Collateral	0	0
Interest Rate Swap Agreement Fair Value Disclosure	18,671,000	46,090,000
Swap A [Domain]
Offsetting Assets [Line Items]
Securities Borrowed	9,408,000	20,560,000
Gross Amount of assets as Offset in Statement of Financial Position	0	0
Net amount of financial assets	9,408,000	20,560,000
Financial Instruments, assets	0	0
Derivative Asset, Fair Value of Collateral	0	0
Interest Rate Swap Agreement Fair Value Disclosure	9,408,000	20,560,000
Swap B [Member]
Offsetting Assets [Line Items]
Securities Borrowed	9,263,000	20,011,000
Gross Amount of assets as Offset in Statement of Financial Position	0	0
Net amount of financial assets	9,263,000	20,011,000
Financial Instruments, assets	0	0
Derivative Asset, Fair Value of Collateral	0	0
Interest Rate Swap Agreement Fair Value Disclosure	9,263,000	20,011,000
Swap C [Member]
Offsetting Assets [Line Items]
Securities Borrowed		2,896,000
Gross Amount of assets as Offset in Statement of Financial Position		0
Net amount of financial assets		2,896,000
Financial Instruments, assets		0
Derivative Asset, Fair Value of Collateral		0
Interest Rate Swap Agreement Fair Value Disclosure		2,896,000
Swap D [Member]
Offsetting Assets [Line Items]
Securities Borrowed		2,623,000
Gross Amount of assets as Offset in Statement of Financial Position		0
Net amount of financial assets		2,623,000
Financial Instruments, assets		0
Derivative Asset, Fair Value of Collateral		0
Interest Rate Swap Agreement Fair Value Disclosure		$ 2,623,000

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Fair Value (Tables)

12 Months Ended

Dec. 31, 2013

Fair Value [Abstract]

Fair Value, Measurement Inputs, Disclosure [Text Block]

The Company’s assets and (liabilities) measured at fair value were as follows (in thousands):

			Based on
	Fair Value		Quoted Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
December 31, 2013
Assets and (Liabilities) Measured at Fair Value on a Recurring Basis:
Bond Portfolio (1)	$	25,140	$	—	$	25,140	$	—
7.75% interest rate swap agreement - fair value hedge (2)	18,671		—		18,671		—
Derivatives (3)	—		—		—		—
Total	$	43,811	$	—	$	43,811	$	—
December 31, 2012
Assets and (Liabilities) Measured at Fair Value on a Recurring Basis:
Bond Portfolio (1)	$	24,887	$	—	$	24,887	$	—
7.75% interest rate swap agreement - fair value hedge (2)	46,090		—		46,090		—
Derivatives (3)	—		—		—		—
Total	$	70,977	$	—	$	70,977	$	—

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Significant Accounting Policies Significant Accounting Policies (Properties and Equipment) (Details) (Land, Buildings and Improvements [Member])	12 Months Ended
	Dec. 31, 2013
Land, Buildings and Improvements [Member]
Property and Equipment Useful Lives
Property, Plant and Equipment, Estimated Useful Lives	40 years

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Debt Senior Credit Agreement (Details) (USD $)	12 Months Ended				15 Months Ended	12 Months Ended						12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2011 2011 Senior Credit Agreement [Member]	Sep. 30, 2013 2011 Senior Credit Agreement [Member]	Dec. 31, 2013 2012 Senior Credit Agreement [Member]	Dec. 31, 2012 2012 Senior Credit Agreement [Member]	Dec. 31, 2011 2010 Revolving Credit Facility [Member]	Dec. 31, 2012 Senior Term Loan [Member] 2011 Senior Credit Agreement [Member]	Dec. 31, 2013 Senior Term Loan [Member] 2012 Senior Credit Agreement [Member]	Dec. 31, 2012 Revolving Credit Facility 2011 [Member] 2011 Senior Credit Agreement [Member]	Dec. 31, 2013 Current Credit Facility [Member] 2012 Senior Credit Agreement [Member]
Deferred Finance Costs, Gross						$ 2,000,000
Debt Issuance Cost						6,000,000
Line of Credit Facility, Maximum Borrowing Capacity				750,000,000		300,000,000		400,000,000			300,000,000
Long-term Debt									450,000,000	425,000,000
Debt Instrument, Basis Spread on Variable Rate												0.75%
Debt Instrument, Description of Variable Rate Basis												.0175
Debt Instrument, Interest Rate at Period End										1.92%
Amortization of Financing Costs				1,100,000		1,200,000	300,000
Write off of Deferred Debt Issuance Cost	$ 4,784,000	$ 12,466,000	$ 6,012,000		$ 8,300,000			$ 2,500,000

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Properties and Equipment (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Property, Plant and Equipment [Line Items]
Land	$ 4,377	$ 3,734
Buildings and Improvements, Gross	16,044	16,078
computer equipment and software	284,173	273,132
Machinery and Equipment, Gross	153,368	137,006
furniture, fixtures and leasehold improvements	111,529	110,557
Property, Plant and Equipment, Gross	569,491	540,507
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	(263,603)	(267,647)
Property, Plant and Equipment, Net	$ 305,888	$ 272,860

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Valuation and Qualifying Accounts (Tables)

12 Months Ended

Dec. 31, 2013

Schedule II and Index of Exhibits [Abstract]

Summary of Valuation Allowance [Table Text Block]

OMNICARE, INC. AND SUBSIDIARY COMPANIES

Valuation and Qualifying Accounts

(in thousands)

Year ended December 31,	Balance at beginning of period		Additions charged to cost and expenses		Write-offs, (net of recoveries) and other			Balance at end of period
Allowance for uncollectible accounts receivable:
2013	$	264,105	$	99,561	$	(161,064	)	$	202,602
2012	352,417		97,995		(186,307		)	264,105
2011	396,907		97,034		(141,524		)	352,417
Tax valuation allowance:
2013	$	21,037	$	5,431	$	(2,309	)	$	24,159
2012	20,502		3,765		(3,230		)	21,037
2011	18,418		4,151		(2,067		)	20,502

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Discontinued Operations (Notes)

12 Months Ended

Dec. 31, 2013

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

Hospice

In 2013, Hospice qualified for discontinued operations treatment. In the three months and year ended December 31, 2013, the Company recorded an impairment loss of $139.8 million to reduce the carrying value of Hospice to fair value. The impairment charge was made up of $133.0 million of goodwill impairment and $6.8 million of impairment taken against the Hospice business' trademark.

Retail

In 2013, Retail qualified for discontinued operations treatment. In the three months and year ended December 31, 2013, the Company recorded an impairment loss of $5.0 million to reduce the carrying value of Retail to fair value less cost to sell based on the estimated terms of the divestiture.

Non-Core Disposal Group

The Company commenced activities in 2009 to divest certain home healthcare and related ancillary businesses (the "Disposal Group”) that were no longer strategic fits within the Company's business model. In 2010, Omnicare divested the home infusion business portion of the Disposal Group. Also, in 2010, the Company entered into a letter of intent (“LOI”) regarding its disposition of the remaining durable medical equipment (“DME”) portion of the Disposal Group. In the third quarter of 2011, the prior LOI was terminated, and a new LOI was entered into with a separate party. The Company completed the divestiture of DME in the fourth quarter of 2011. In connection with these activities, Omnicare recorded an impairment loss in discontinued operations for the DME portion of the Disposal Group totaling $18.0 million in the year ended December 31, 2011. Additionally, in the second quarter of 2011, the Company divested of its Tidewater Group Purchasing Organization (“Tidewater”) as the Company determined it was no longer a good strategic fit within the Company’s business model. In the year ended December 31, 2011, the Company recorded an impairment loss of $23.1 million to reduce the carrying value of DME and Tidewater, (the "Non-Core Disposal Group" or "NCDG") to fair value based on the final terms of the divestitures.

CRO Services

The Company determined that its Contract Research Services (“CRO Services”) business was no longer a good strategic fit within the Company’s business model, as the industry had been facing unfavorable market conditions. In light of these factors, and in connection with the reallocation of resources started in the second half of 2010, the Company committed to a plan to divest of its CRO Services business in the first quarter of 2011 and completed the divestiture in April 2011. For the year ended December 31, 2011, CRO Services recorded an impairment loss of $50.0 million to reduce the carrying value of the CRO Services operations to fair value based on the final terms of the divestiture.

The results from operations for all periods presented have been revised to reflect the results of Hospice, Retail, the Non-Core Disposal Group and CRO Services as discontinued operations, including the impairment losses, as well as certain expenses of the Company related to the divestitures.

Selected financial information related to the discontinued operations follows (in thousands):

	For the year ended December 31,
	2013			2012		2011
Net Sales
Hospice	$	210,041		$	223,135	$	223,227
Retail	53,759			58,789		63,089
NCDG	—			—		24,858
CRO Services	—			—		32,146
Net sales - total discontinued	263,800			281,924		343,320
Income (loss) from operations, pretax
Hospice	25,120			36,787		30,486
Retail	(1,792		)	56		(219		)
NCGD	—			—		(4,298		)
CRO Services	—			—		(4,921		)
Income from operations - total discontinued, pretax	23,328			36,843		21,048
Income tax (benefit) expense
Hospice	10,136			13,889		11,602
Retail	(627		)	23		(88		)
NCGD	—			—		(1,450		)
CRO Services	—			—		(1,923		)
Income tax expense - total discontinued	9,509			13,912		8,141
Income (loss) from operations
Hospice	14,984			22,898		18,884
Retail	(1,165		)	33		(131		)
NCGD	—			—		(2,848		)
CRO Services	—			—		(2,998		)
Income from operations - total discontinued, aftertax	13,819			22,931		12,907

	For the year ended December 31,
	2013			2012		2011
Impairment loss
Hospice	$	(139,783	)	$	—	$	—
Retail	(4,956		)	—		—
NCGD	—			—		(23,105		)
CRO Services	—			—		(49,978		)
Impairment loss on discontinued operations - total	$	(144,739	)	$	—	$	(73,083	)
Income tax (expense) benefit of impairment loss
Hospice	2,596			—		—
Retail	—			—		—
NCGD	—			—		(2,996		)
CRO Services	—			—		7,317
Income tax benefit of impairment loss	2,596			—		4,321
Impairment loss on discontinued operations, after tax	(142,143		)	—		(68,762		)
Income (loss) from discontinued operations
Hospice	(122,203		)	22,898		18,884
Retail	(6,121		)	33		(131		)
NCGD	—			—		(28,949		)
CRO Services	—			—		(45,659		)
Income (loss) from discontinued operations - total	$	(128,324	)	$	22,931	$	(55,855	)

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Goodwill and Other Intangible Assets (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Changes in the carrying amount of goodwill [Roll Forward]
Beginning balance, Goodwill	$ 4,061,303,000	$ 4,054,923,000
Goodwill acquired during period	0	21,184,000
Goodwill, Written off Related to Sale of Business Unit	(4,145,000)	(14,258,000)
Other changes to Goodwill	298,000	(546,000)
Ending balance, Goodwill	4,057,456,000	4,061,303,000	4,054,923,000
Indefinite and Finite Lived Intangible Assets (Excluding Goodwill) [Abstract]
Intangible Assets Gross (Excluding Goodwill)	357,631,000	369,840,000
Accumulated amortization on identifiable intangible assets	(227,657,000)	(204,741,000)
Identifiable intangible assets, net	129,974,000	165,099,000
Indefinite-Lived Intangible Assets (Excluding Goodwill)	11,700,000	11,700,000
Amortization of Intangible Assets [Abstract]
Future Amortization Expense, Year One	31,238,000
Future Amortization Expense, Year Two	30,228,000
Future Amortization Expense, Year Three	19,957,000
Future Amortization Expense, Year Four	11,894,000
Future Amortization Expense, Year Five	9,291,000
Intangible amortization expense	32,900,000	38,600,000	37,400,000
Long Term Care Group [Member]
Changes in the carrying amount of goodwill [Roll Forward]
Beginning balance, Goodwill	3,570,866,000	3,564,486,000
Goodwill acquired during period	0	21,184,000
Goodwill, Written off Related to Sale of Business Unit	(4,145,000)	(14,258,000)
Other changes to Goodwill	298,000	(546,000)
Ending balance, Goodwill	3,567,019,000	3,570,866,000
specialty care group [Member]
Changes in the carrying amount of goodwill [Roll Forward]
Beginning balance, Goodwill	490,437,000	490,437,000
Goodwill acquired during period	0	0
Goodwill, Written off Related to Sale of Business Unit	0	0
Other changes to Goodwill	0	0
Ending balance, Goodwill	490,437,000	490,437,000
Customer Relationships [Member]
Indefinite and Finite Lived Intangible Assets (Excluding Goodwill) [Abstract]
Intangible Assets Gross (Excluding Goodwill)	318,281,000	324,632,000
Accumulated amortization on identifiable intangible assets	(211,191,000)	(186,736,000)
Identifiable intangible assets, net	107,090,000	137,896,000
finite lived intangible asset estimated useful life range, minimum	6
finite lived intangible asset useful life range, maximum	15
trademark and trade names [Member]
Indefinite and Finite Lived Intangible Assets (Excluding Goodwill) [Abstract]
Intangible Assets Gross (Excluding Goodwill)	13,972,000	16,166,000
Accumulated amortization on identifiable intangible assets	(1,496,000)	(2,434,000)
Identifiable intangible assets, net	12,476,000	13,732,000
Noncompete Agreements [Member]
Indefinite and Finite Lived Intangible Assets (Excluding Goodwill) [Abstract]
Intangible Assets Gross (Excluding Goodwill)	24,991,000	29,042,000
Accumulated amortization on identifiable intangible assets	(14,970,000)	(15,571,000)
Identifiable intangible assets, net	10,021,000	13,471,000
finite lived intangible asset estimated useful life range, minimum	2
finite lived intangible asset useful life range, maximum	15
Other Intangible Assets [Member]
Indefinite and Finite Lived Intangible Assets (Excluding Goodwill) [Abstract]
Intangible Assets Gross (Excluding Goodwill)	387,000
Accumulated amortization on identifiable intangible assets	0
Identifiable intangible assets, net	$ 387,000
finite lived intangible asset estimated useful life range, minimum	4
finite lived intangible asset useful life range, maximum	4

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Restructuring and Other Related Charges (Tables)

12 Months Ended

Dec. 31, 2013

Restructuring and Other Related Charges [Abstract]

Omnicare Company-Wide Reorganization Program [Table Text Block]

Details of the Company-wide Reorganization Program restructuring related charges are as follows (pretax, in thousands):

	Balance at December 31, 2011		2012 Provision/ Accrual		Utilized during 2012			Balance at December 31, 2012		Utilized during 2013			Balance at December 31, 2013
Restructuring charges:
Employee severance	$	27	$	—	$	(27	)	$	—	$	—		$	—
Employment agreement buy-outs	368		—		(368		)	—		—			—
Lease terminations	—		7,944		(1,189		)	6,755		(2,309		)	4,446
Other assets, fees and facility exit costs	—		731		(364		)	367		(305		)	62
Total restructuring charges	$	395	8,675		$	(1,948	)	$	7,122	$	(2,614	)	$	4,508
Other related charges			281
Total restructuring and other related charges			$	8,956

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Offsetting Offsetting Assets and Liabilities (Notes)

12 Months Ended

Dec. 31, 2013

Offsetting Assets and Liabilities [Abstract]

Offsetting Assets and Liabilities [Text Block]

Note 9 - Offsetting Assets and Liabilities

Effective January 1, 2013, the Company adopted Accounting Standards Update (“ASU”) 2013-01, Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities,which clarifies ASU 2011-11, Disclosures about Offsetting Assets and Liabilities. The amended standard requires an entity to disclose information about offsetting and related arrangements to enable users of the financial statements to understand the effect of those arrangements on its financial position.

The Company has interest rate swap agreements with multiple counterparties on its 2020 Notes, which are subject to this guidance. The following table presents these swap agreements offsetting securities as of December 31, 2013 and December 31, 2012:

							Gross Amounts not offset in the statement of financial position
Interest Rate Swaps as of:	Gross amount of recognized assets (liabilities)		Gross amount offset in the statement of financial position		Net amount of assets (liabilities) presented in the statement of financial position		Financial instruments		Cash collateral received		Net amount
December 31, 2013
Swap A	$	9,408	$	—	$	9,408	$	—	$	—	$	9,408
Swap B	9,263		—		9,263		—		—		9,263
	$	18,671	$	—	$	18,671	$	—	$	—	$	18,671
December 31, 2012
Swap A	$	20,560	$	—	$	20,560	$	—	$	—	$	20,560
Swap B	20,011		—		20,011		—		—		20,011
Swap C	2,896		—		2,896		—		—		2,896
Swap D	2,623		—		2,623		—		—		2,623
	$	46,090	$	—	$	46,090	$	—	$	—	$	46,090

In the third quarter of 2013, in connection with the repurchase of $150 million in aggregate principal amount of its outstanding 2020 Notes, the Company terminated the corresponding swap agreements (Swap C and Swap D). See further discussion of Omnicare's debt repurchases at the "Debt" note.

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Offsetting (Notes)

12 Months Ended

Dec. 31, 2013

Offsetting Assets [Line Items]

Offsetting Assets [Table Text Block]

							Gross Amounts not offset in the statement of financial position
Interest Rate Swaps as of:	Gross amount of recognized assets (liabilities)		Gross amount offset in the statement of financial position		Net amount of assets (liabilities) presented in the statement of financial position		Financial instruments		Cash collateral received		Net amount
December 31, 2013
Swap A	$	9,408	$	—	$	9,408	$	—	$	—	$	9,408
Swap B	9,263		—		9,263		—		—		9,263
	$	18,671	$	—	$	18,671	$	—	$	—	$	18,671
December 31, 2012
Swap A	$	20,560	$	—	$	20,560	$	—	$	—	$	20,560
Swap B	20,011		—		20,011		—		—		20,011
Swap C	2,896		—		2,896		—		—		2,896
Swap D	2,623		—		2,623		—		—		2,623
	$	46,090	$	—	$	46,090	$	—	$	—	$	46,090

XML

Significant Accounting Policies Significant Accounting Policies (Component of Other Operating Cost and Expense) (Details) (USD $)	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Component of Operating Other Cost and Expense [Line Items]
Other Cost and Expense, Operating	$ (2,896,000)	$ (61,632,000)	$ (31,268,000)	$ (4,006,000)	$ (2,046,000)	$ (2,946,000)	$ (49,209,000)	$ (11,512,000)	$ (99,802,000)	$ (65,713,000)	$ (16,093,000)
Disposition of business, after tax									27,500,000
Other Miscellaneous charges net of Repack matters COS									99,802,000	65,713,000	16,093,000
Acquisition And Other Related Costs [Member]
Component of Operating Other Cost and Expense [Line Items]
Other Cost and Expense, Operating									(2,300,000)	(1,380,000)	(25,549,000)
Restructuring and Other Related Charges [Member]
Component of Operating Other Cost and Expense [Line Items]
Other Cost and Expense, Operating									0	(8,956,000)	0
Disposition of Business [Member]
Component of Operating Other Cost and Expense [Line Items]
Other Cost and Expense, Operating									(39,245,000)	1,777,000	0
Repack Matters SGA [Member]
Component of Operating Other Cost and Expense [Line Items]
Other Cost and Expense, Operating										0	10,500,000
Increased Costs as a result of Repack Matters									0
Separation, benefit plan termination and related costs [Member]
Component of Operating Other Cost and Expense [Line Items]
Other Cost and Expense, Operating									(6,760,000)		(1,044,000)
Loss on Plane Lease [Member]
Component of Operating Other Cost and Expense [Line Items]
Other Cost and Expense, Operating									0	(1,062,000)	0
Debt redemption loss and costs [Member]
Component of Operating Other Cost and Expense [Line Items]
Other Cost and Expense, Operating									$ (51,497,000)	$ (35,092,000)	$ 0

XML

Segment Information (Tables)

12 Months Ended

Dec. 31, 2013

Segment Information [Abstract]

Schedule of Segment Reporting Information, by Segment [Table Text Block]

The table below presents information about the segments as of and for the years ended December 31, 2013, 2012 and 2011 (in thousands):

	For the years ended December 31,
2013:	LTC			SCG			Corporate/Other			Consolidated Totals
Net sales	$	4,627,871		$	1,384,003		$	1,524		$	6,013,398
Depreciation and amortization expense	(71,310		)	(4,539		)	(57,111		)	(132,960		)
Settlement, litigation and other related charges	(167,465		)	—			—			(167,465		)
Other charges, net	(45,950		)	—			(53,852		)	(99,802		)
Operating income (loss) from continuing operations	420,646			113,243			(236,035		)	297,854
2012:
Net sales	$	4,789,551		$	1,078,627		$	10,286		$	5,878,464
Depreciation and amortization expense	(69,582		)	(8,431		)	(50,524		)	(128,537		)
Settlement, litigation and other related charges	(49,175		)	(200		)	—			(49,375		)
Other charges, net	(2,568		)	—			(63,145		)	(65,713		)
Operating income (loss) from continuing operations	562,379			92,671			(244,715		)	410,335
2011:
Net sales	$	5,060,387		$	820,965		$	15,254		$	5,896,606
Depreciation and amortization expense	(64,589		)	(8,638		)	(52,427		)	(125,654		)
Settlement, litigation and other related charges	(55,031		)	—			—			(55,031		)
Other charges, net	(15,049		)	—			(1,044		)	(16,093		)
Operating income (loss) from continuing operations	476,418			69,038			(142,795		)	402,661

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Significant Accounting Policies Level 2 (Policies)

12 Months Ended

Dec. 31, 2013

Description of Business and Summary of Significant Accounting Policies [Abstract]

Consolidation, Policy [Policy Text Block]

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries.  Omnicare consolidates entities in which the Company is the primary beneficiary, in accordance with the authoritative guidance regarding the consolidation of variable interest entities.  All significant intercompany accounts and transactions have been eliminated in consolidation.

Foreign Currency Transactions and Translations Policy [Policy Text Block]

Translation of Foreign Financial Statements

In years ended December 31, 2012 and prior, assets and liabilities of the Company’s foreign operations were translated at the year-end rate of exchange, and the income statements were translated at average rates of exchange.  Gains or losses from translating foreign currency financial statements were accumulated in a separate component of stockholders’ equity. With the disposition of its Canadian pharmacy in the third quarter of 2012, the Company had no foreign operations as of December 31, 2013 or 2012.

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash Equivalents

Cash and cash equivalents include highly liquid investments with original maturities of three months or less. Carrying values of cash and cash equivalents approximate fair value due to the short-term nature of these instruments.

Omnicare maintains amounts on deposit with various financial institutions, which may, at times, exceed federally insured limits. However, management periodically evaluates the credit-worthiness of those institutions, and the Company has not experienced any losses on such deposits.

Restricted Cash

Restricted cash primarily represents cash transferred to separate irrevocable trusts for settlement of employee health and severance costs, and cash collected on behalf of third parties.

Fair Value of Financial Instruments, Policy [Policy Text Block]

Fair Value of Financial Instruments

The Company applies the authoritative guidance for fair value measurements, which defines a hierarchy prioritizing the inputs used in fair value measurements.  “Level 1” measurements use quoted prices in active markets for identical assets or liabilities.  “Level 2” measurements use significant observable inputs.  “Level 3” measurements use significant unobservable inputs which require a company to develop its own assumptions.  In recording the fair value of assets and liabilities, companies must use the most reliable measurement available.

See further discussion at the “Fair Value” note.

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist primarily of interest-bearing cash and cash equivalents, accounts receivable and fixed to floating interest rate swap agreements.

The Company is exposed to credit risk in the event of default by the financial institutions or issuers of cash and cash equivalents to the extent recorded on the Consolidated Balance Sheets.  Specifically, at any given point in time, the Company has cash on deposit with financial institutions, and cash invested in high quality, short-term money market funds and/or U.S. government-backed repurchase agreements, generally having original maturities of three months or less, in order to minimize its credit risk.

The Company establishes allowances for doubtful accounts based on various factors, including historical credit losses and specifically identified credit risks.  Management reviews the allowances for doubtful accounts on an ongoing basis for appropriateness.  For the years ended December 31, 2013, 2012 and 2011, no single customer accounted for 10% or more of revenues.  The Company generally does not require collateral from its customers relating to the extension of credit in the form of accounts receivable balances.

In 2013, approximately sixty percent of Omnicare’s pharmacy services billings were directly reimbursed by government-sponsored programs.  These programs include primarily federal Medicare Part D, Medicare Part B and, to a lesser extent, the state Medicaid programs.  The remainder of Omnicare’s billings were paid or reimbursed by individual residents or their responsible parties (private pay), facilities and other third-party payors, including private insurers.  A portion of these revenues also are indirectly dependent on government programs.  The table below represents the Company’s approximated payor mix (as a % of annual sales) for the last three years ended:

	December 31,
	2013		2012		2011
Private pay, third-party and facilities (a)	36	%	36	%	39	%
Federal Medicare program (Part D & Part B)	55	%	52	%	49	%
State Medicaid programs	7	%	8	%	9	%
Other sources	2	%	4	%	3	%
Totals	100	%	100	%	100	%

(a) Includes payments from SNFs on behalf of their federal Medicare program-eligible residents (Medicare Part A) and for other services and supplies, as well as payments from third-party insurers and private pay.

Trade and Other Accounts Receivable, Policy [Policy Text Block]

Accounts Receivable

The following table is an aging of the Company’s December 31, 2013 and 2012 gross accounts receivable (net of allowances for contractual adjustments, and prior to allowances for doubtful accounts), aged based on payment terms and categorized based on the four primary overall types of accounts receivable characteristics (in thousands):

December 31, 2013	Current and 0-180 Days Past Due		181 Days and Over Past Due		Total
Medicare (Part D and Part B), Medicaid
and Third-Party payors	$	195,544	$	67,791	$	263,335
Facility payors	328,444		146,751		475,195
Private Pay payors	75,655		84,101		159,756
Total gross accounts receivable	$	599,643	$	298,643	$	898,286
December 31, 2012
Medicare (Part D and Part B), Medicaid
and Third-Party payors	$	233,807	$	163,372	$	397,179
Facility payors	350,886		167,474		518,360
Private Pay payors	70,480		100,141		170,621
Total gross accounts receivable	$	655,173	$	430,987	$	1,086,160

Loans and Leases Receivable, Valuation, Policy [Policy Text Block]

Notes Receivable

The Company periodically enters into notes receivable from its customers.  These notes receivable and the related allowance for losses are recorded in the “Other Current Assets” and “Other Non-Current Assets” captions of the Consolidated Balance Sheets, and are not considered material to the consolidated financial position of the Company.  The Company assesses and monitors credit risk associated with notes receivable through review of the customer’s net worth, payment history, long-term debt ratings and/or other information available from recognized credit rating services.  The receivables are periodically assessed for significant changes in credit ratings or other information indicating an increase in exposure to credit risk.  Historic losses on notes receivable have not been material to the consolidated financial position of the Company.

Inventory, Policy [Policy Text Block]

Inventories

Inventories consist primarily of purchased pharmaceuticals and medical supplies held for sale to customers and are stated at the lower of cost or market.  Cost is determined using the first-in, first-out method.  Physical inventories are typically performed on a monthly basis at pharmacy sites, and in all cases the Company’s policy is to perform them at least once a quarter.  Cost of goods sold is recorded based on the actual results of the physical inventory counts.

The Company receives discounts, rebates and/or other price concessions (“Discounts”) relating to purchases from its suppliers and vendors.  When recognizing the related receivables associated with the Discounts, Omnicare accounts for these Discounts as a reduction of cost of goods sold and inventories.  The Company records its estimates of Discounts earned during the period on the accrual basis of accounting, giving proper consideration to whether those Discounts have been earned based on the terms of applicable arrangements, and to the levels of inventories remaining on-hand.  Receivables related to Discounts are regularly adjusted based on the best available information, and to actual amounts as cash is received and the applicable arrangements are settled. Historical estimates have not differed materially from actual results.

Property, Plant and Equipment, Policy [Policy Text Block]

Properties and Equipment

Properties and equipment are stated at cost less accumulated depreciation.  Expenditures for maintenance, repairs, renewals and betterments that do not materially prolong the useful lives of the assets are charged to expense as incurred.  Depreciation of properties and equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from three to ten years for computer equipment and software, machinery and equipment, and furniture and fixtures.  Buildings and building improvements are depreciated over 40 years, and leasehold improvements are amortized over the lesser of the initial lease term or their useful lives.  The Company capitalizes certain costs that are directly associated with the development of internally developed software, representing the historical cost of these assets.  Once the software is completed and placed into service, such costs are amortized over the estimated useful lives, ranging from three to ten years.

Lease, Policy [Policy Text Block]

Leases

Rental payments under operating leases are expensed.  Leases that substantially transfer all of the benefits and risks of ownership of property to Omnicare or otherwise meet the criteria for capitalization are accounted for as capital leases.  An asset is recorded at the time a capital lease is entered into together with its related long-term obligation to reflect its purchase and financing.  Property and equipment recorded under capital leases are depreciated on the same basis as previously described.

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Valuation of Long-Lived Assets

Long-lived assets such as property and equipment, software (acquired and internally developed) and investments are reviewed for impairment when events or changes in circumstances indicate that the book carrying amount of the assets may not be recoverable.  An impairment charge is recognized when estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition are less than its book carrying amount.

Goodwill and Intangible Assets, Policy [Policy Text Block]

Goodwill, Intangibles and Other Assets

Intangible assets are comprised primarily of goodwill, customer relationship assets, noncompete agreements, technology assets, and trademarks and trade names, all originating from business combinations accounted for as purchase transactions.   The Company has adopted the revised authoritative guidance regarding the testing for goodwill impairment that allows an entity the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is more likely than not that the fair value of a reporting unit is less than the carrying amount then the Company would perform the two step goodwill impairment test. The first step, used to identify potential impairment, is a comparison of the reporting unit's estimated fair value to its carrying value, including goodwill. If the fair value of the reporting unit exceeds its carrying value, applicable goodwill is considered not to be impaired. If the carrying value exceeds fair value, there is an indication of impairment and the second step is performed to measure the amount of the impairment, if any. The second step requires the Company to calculate an implied fair value of goodwill at the reporting unit level. If the goodwill assigned to a reporting unit exceeds the implied fair value of the goodwill, an impairment charge is recorded for the excess.

Intangible assets are amortized over their useful lives.  See further discussion at the “Goodwill and Other Intangible Assets” note.

Debt issuance costs are included in the “Other noncurrent assets” line of the Consolidated Balance Sheets and are amortized over the life of the related debt, and to the put and initial redemption date of December 15, 2015 in the case of the 3.25% Convertible Senior Debentures due 2035.

Insurance Claim Reserve Policy for Health, Property and Casualty self insurance [Policy Text Block]

Insurance Accruals

The Company is self-insured for certain employee health, property and casualty, worker's compensation, medical professional liability and automobile liability insurance claims.  The Company carries a stop-loss umbrella policy for health insurance to limit the maximum potential liability for both individual and aggregate claims for a plan year.  Claims are paid as they are submitted to the respective plan administrators.  The Company records monthly expense for the self-insurance plans in its financial statements for incurred claims, based on historical claims experience and input from third-party insurance professionals in order to determine the appropriate accrual level.  The accrual gives consideration to claims that have been incurred but not yet paid and/or reported to the plan administrator.  The Company establishes the accruals based on the historical claim lag periods, current payment trends for similar insurance claims and input from third-party insurance and valuation professionals. The discount rate utilized in the computation of the property and casualty accrual balance at December 31, 2013 and 2012, was 1.79% and 0.91%, respectively.

Revenue Recognition, Policy [Policy Text Block]

Revenue Recognition

In general, Omnicare recognizes revenue when products are delivered or services are rendered or provided to the customer, prices are fixed and determinable and collection is reasonably assured.

A significant portion of the Company’s revenues from sales of pharmaceutical and medical products have been reimbursed by the federal Medicare Part D plan and, to a lesser extent, state Medicaid programs.  Payments for services rendered to patients covered by these programs are generally less than billed charges.  The Company monitors its revenues and receivables from these reimbursement sources, as well as other third-party insurance payors, and records an estimated contractual allowance for certain sales and receivable balances at the revenue recognition date, to properly account for anticipated differences between billed and reimbursed amounts.  Accordingly, the total net sales and receivables reported in the Company’s financial statements are recorded at the amount ultimately expected to be received from these payors.  Since billing functions for a portion of the Company’s revenue systems are largely computerized, enabling on-line adjudication (i.e., submitting charges to Medicare, Medicaid or other third-party payors electronically, with simultaneous feedback of the amount to be paid) at the time of sale to record net revenues, exposure to estimating contractual allowance adjustments is limited primarily to unbilled and/or initially rejected Medicare, Medicaid and third-party claims (typically approved for reimbursement once additional information is provided to the payor).  For the remaining portion of the Company’s revenue systems, the contractual allowance is estimated for all billed, unbilled and/or initially rejected Medicare, Medicaid and third-party claims.  The Company evaluates several criteria in developing the estimated contractual allowances for billed, unbilled and/or initially rejected claims on a monthly basis, including historical trends based on actual claims paid, current contract and reimbursement terms, and changes in customer base and payor/product mix.  Contractual allowance estimates are adjusted to actual amounts as cash is received and claims are settled, and the aggregate impact of these resulting adjustments were not significant to the Company’s operations for any of the periods presented.

Patient co-payments are associated with certain state Medicaid programs, Medicare Part B, Medicare Part D and certain third-party payors and are typically not collected at the time products are delivered or services are rendered, but are billed to the individual as part of the Company’s normal billing procedures.  These co-payments are subject to the Company’s normal accounts receivable collections procedures.

Under certain circumstances, the Company accepts returns of medications and issues a credit memo to the applicable payor.  The Company estimates and accrues for sales returns based on historical return experience, giving consideration to the Company’s return policies.  Product returns are processed in the period received, and are not significant.

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

Stock-Based Compensation

The Company records compensation costs relating to share-based payment transactions in its financial statements under a fair value recognition model.  Under the provisions of this guidance, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense ratably over the requisite service period of the award (usually the vesting period).

Shipping and Handling Cost, Policy [Policy Text Block]

Delivery Expenses

Omnicare incurred expenses totaling approximately $164.4 million, $160.4 million and $159.7 million for the years ended December 31, 2013, 2012 and 2011, respectively, to deliver the products sold to its customers.  Delivery expenses are included in the “Selling, general and administrative expenses” line of the Consolidated Statements of Comprehensive Income.

Subsequent Events, Policy [Policy Text Block]

Evaluation of Subsequent Events

The Company evaluated subsequent events through the date the Consolidated Financial Statements were issued.  No matters were identified that would materially impact the Company’s Consolidated Financial Statements or associated disclosures.

Income Tax, Policy [Policy Text Block]

Income Taxes

The Company accounts for income taxes using the asset and liability method under which deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates to differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements.

Future tax benefits are recognized to the extent that realization of those benefits are considered to be more likely than not, and a valuation allowance is established for deferred tax assets which do not meet this threshold.

Under the authoritative guidance regarding the accounting for uncertainty in income taxes, which provides guidance for the financial statement recognition and measurement of income tax positions taken or expected to be taken in a tax return, recognition and measurement are considered discrete events.  The recognition threshold is met when it is determined a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination by the relevant taxing authority.  If a tax position does not meet the more likely than not recognition threshold, the benefit of that position is not recognized in the financial statements.  A tax position that meets the more likely than not recognition threshold is measured to determine the amount of benefit to be recognized in the financial statements.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates in the Preparation of Financial Statements

The preparation of the Company’s consolidated financial statements in accordance with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities and stockholders’ equity at the date of the financial statements, the reported amounts of revenues and expenses during the reporting periods and amounts reported in the accompanying notes to consolidated financial statements.  Significant estimates underlying the accompanying consolidated financial statements include the allowance for doubtful accounts and contractual allowance reserve; the net carrying value of inventories; acquisition-related accounting including goodwill and other indefinite-lived intangible assets, and the related impairment assessments; accruals pursuant to the Company’s restructuring initiatives; stock-based compensation; various other operating allowances and accruals (including employee health, property and casualty insurance accruals and related assumptions); fair value determinations; accruals related to pending litigation; and current and deferred tax assets, liabilities and provisions.  Actual results could differ from those estimates depending upon the resolution of certain risks and uncertainties.

Potential risks and uncertainties, many of which are beyond the control of Omnicare, include, but are not necessarily limited to, such factors as overall economic, financial and business conditions; delays and reductions in reimbursement by the government and other payors to Omnicare and/or its customers; the overall financial condition of Omnicare’s customers; the effect of new government regulations, executive orders and/or legislative initiatives, including those relating to reimbursement and drug pricing policies and changes in the interpretation and application of such policies; efforts by payors to control costs; the outcome of disputes and litigation; the outcome of audit, compliance, administrative or investigatory reviews, including governmental/ regulatory inquiries; other contingent liabilities; the ability to consummate pending acquisitions and the successful integration of acquired companies; the final outcomes of divestiture activities; changes in international economic and political conditions; changes in interest rates; changes in the valuation of the Company’s financial instruments, including the swap agreements and other derivative instruments; changes in tax laws and regulations; access to capital and financing; the demand for Omnicare’s products and services; pricing and other competitive factors in the industry; changes in insurance claims experience and related assumptions; the outcome of the Company’s annual goodwill and other identifiable intangible assets impairment assessments; variations in costs or expenses; and changes in accounting rules and standards.

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Issued Accounting Standards

In February 2013, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The amendments in this update require an entity to provide information about the amounts reclassified from accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the income statement or in the notes, significant amounts reclassified from accumulated other comprehensive income by the net income line item. The adoption of this amended guidance on January 1, 2013 did not have a material impact on the Company's consolidated results of operations, financial position or cash flows.

Comparability of Prior Year Financial Data, Policy [Policy Text Block]

Reclassifications

Certain reclassifications of prior-year amounts, primarily related to the Company's discontinued operations, have been made to conform with the current-year presentation, none of which were considered material to the Company’s financial statements taken as a whole.

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Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Accounts Receivable

The following table is an aging of the Company’s December 31, 2013 and 2012 gross accounts receivable (net of allowances for contractual adjustments, and prior to allowances for doubtful accounts), aged based on payment terms and categorized based on the four primary overall types of accounts receivable characteristics (in thousands):

December 31, 2013	Current and 0-180 Days Past Due		181 Days and Over Past Due		Total
Medicare (Part D and Part B), Medicaid
and Third-Party payors	$	195,544	$	67,791	$	263,335
Facility payors	328,444		146,751		475,195
Private Pay payors	75,655		84,101		159,756
Total gross accounts receivable	$	599,643	$	298,643	$	898,286
December 31, 2012
Medicare (Part D and Part B), Medicaid
and Third-Party payors	$	233,807	$	163,372	$	397,179
Facility payors	350,886		167,474		518,360
Private Pay payors	70,480		100,141		170,621
Total gross accounts receivable	$	655,173	$	430,987	$	1,086,160

Financial assets and liabilities measured at fair value

The Company’s assets and (liabilities) measured at fair value were as follows (in thousands):

			Based on
	Fair Value		Quoted Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
December 31, 2013
Assets and (Liabilities) Measured at Fair Value on a Recurring Basis:
Bond Portfolio (1)	$	25,140	$	—	$	25,140	$	—
7.75% interest rate swap agreement - fair value hedge (2)	18,671		—		18,671		—
Derivatives (3)	—		—		—		—
Total	$	43,811	$	—	$	43,811	$	—
December 31, 2012
Assets and (Liabilities) Measured at Fair Value on a Recurring Basis:
Bond Portfolio (1)	$	24,887	$	—	$	24,887	$	—
7.75% interest rate swap agreement - fair value hedge (2)	46,090		—		46,090		—
Derivatives (3)	—		—		—		—
Total	$	70,977	$	—	$	70,977	$	—

Accumulated other comprehensive income(loss)

Accumulated other comprehensive income (loss) consists of the following (in thousands):

	December 31,
	2013			2012
Cumulative foreign currency translation adjustments	$	—		$	9,722
Translation adjustment recorded as divestiture of business	—			(9,722		)
Unrealized gain (loss) on fair value of investments	(702		)	(428		)
Pension and postemployment benefits	(1,839		)	(2,392		)
Total accumulated other comprehensive income (loss), net	$	(2,541	)	$	(2,820	)

Sales as a Percent by Payor [Table Text Block]

The table below represents the Company’s approximated payor mix (as a % of annual sales) for the last three years ended:

	December 31,
	2013		2012		2011
Private pay, third-party and facilities (a)	36	%	36	%	39	%
Federal Medicare program (Part D & Part B)	55	%	52	%	49	%
State Medicaid programs	7	%	8	%	9	%
Other sources	2	%	4	%	3	%
Totals	100	%	100	%	100	%

Schedule of Other Operating Cost and Expense, by Component [Table Text Block]

Other Charges (Credits) consist of the following (in thousands):

	December 31,
	2013		2012			2011
Acquisition and other related costs (1)	$	2,300	$	1,380		$	25,549
Restructuring and other related charges (2)	—		8,956			—
Disposition of businesses (3)	39,245		(1,777		)	—
Repack matters - SG&A (4)	—		—			(10,500		)
Separation costs (5)	6,760		21,000			1,044
Loss on sale of plane and termination of plane lease (6)	—		1,062			—
Debt redemption loss and costs (7)	51,497		35,092			—
Total - other charges, net	$	99,802	$	65,713		$	16,093

(1) See further discussion at the “Acquisitions” note.

(2) See further discussion at the "Restructuring and Other Related Charges" note.

(3) See further discussion at the "Disposition of Business" caption of this note.

(4) The year ended December 31, 2011 includes a (credit) of approximately $(10.5) million for insurance recoveries related to the quality control, product recall and fire issues at one of the Company's repackaging locations.

(5) See additional information at the "Separation Costs" note.

(6) The Company sold its corporate aircraft in 2012 for a $1 million loss. The year ended December 31, 2012 includes charges relating to the sale of the Company's aircraft.

(7) See further discussion at the “Debt” note.

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Common Stock Repurchase Program (Notes)

12 Months Ended

Dec. 31, 2013

Common Stock Repurchase Program [Abstract]

Common Stock Repurchase Program [Text Block]

The following chart summarizes the Company's stock repurchase programs as approved by the Board of Directors in effect for the periods ended December 31, 2011 through December 31, 2013 (in thousands):

Date Approved	Amount Approved		Term Date	Remaining Repurchase Authority
May 3, 2010	$	200,000	May 3, 2012	$	—
May 26, 2011	$	100,000	December 31, 2012	$	—
February 21, 2012	$	200,000	February 28, 2014	$	—
September 12, 2012	$	350,000	December 31, 2014	$	—
December 4, 2013	$	500,000	December 31, 2015	$	500,000

As part of the Company's share repurchase program, on May 23, 2013, the Company entered into an accelerated share repurchase agreement (“JP ASR”) with J.P. Morgan Securities LLC as agent for JPMorgan Chase Bank, National Association, London Branch ("JPMorgan"). Pursuant to the JP ASR, the Company made a $100.0 million payment to JPMorgan on May 24, 2013 and received an initial number of approximately 1.3 million shares of its outstanding common stock from JPMorgan on the same day. The initial shares were valued at $60.0 million and recorded in treasury stock. The remaining $40.0 million balance was recorded as an equity forward contract and was included in paid in capital at the time of the JP ASR. The equity forward contract was settled with approximately 0.4 million additional shares of the Company's common stock and $19.0 million in cash delivered by JPMorgan to the Company in the third quarter of the year ended December 31, 2013.

In 2012, the Company entered into an accelerated share repurchase agreement (“GS ASR”) with Goldman, Sachs & Co. ("Goldman"). Pursuant to the GS ASR, the Company made a $250 million payment to Goldman on November 30, 2012 and received an initial number of approximately 5.8 million shares of its outstanding common stock from Goldman on the same day. The initial shares were valued at $200 million and recorded in treasury stock. The remaining $50 million balance was recorded as an equity forward contract, which was included in paid in capital at December 31, 2012. The equity forward contract was settled with approximately 0.6 million additional shares of the Company's common stock being delivered by Goldman to the Company during the second quarter of the year ended December 31, 2013.

In the year ended December 31, 2013, the Company repurchased approximately 4.8 million shares of its common stock (including shares purchased pursuant to the JP ASR and the GS ASR) at an aggregate cost of approximately $221.0 million, for a cumulative amount of approximately 24.0 million shares and approximately $850 million from the inception of the share repurchase program in May 2010 through December 31, 2013.  Accordingly, the Company had approximately $500 million of share repurchase authority remaining as of December 31, 2013. In the year ended December 31, 2012, the Company repurchased approximately 10 million shares at an aggregate cost of approximately $339 million. In the year ended December 31, 2011 the Company repurchased approximately 4.8 million shares at an aggregate cost of approximately $140 million.

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Common Stock Repurchase Program (Tables)

12 Months Ended

Dec. 31, 2013

Common Stock Repurchase Program [Abstract]

Summary of Stock Repurchase Programs [Table Text Block]

The following chart summarizes the Company's stock repurchase programs as approved by the Board of Directors in effect for the periods ended December 31, 2011 through December 31, 2013 (in thousands):

Date Approved	Amount Approved		Term Date	Remaining Repurchase Authority
May 3, 2010	$	200,000	May 3, 2012	$	—
May 26, 2011	$	100,000	December 31, 2012	$	—
February 21, 2012	$	200,000	February 28, 2014	$	—
September 12, 2012	$	350,000	December 31, 2014	$	—
December 4, 2013	$	500,000	December 31, 2015	$	500,000

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Separation, Benefit Plan Termination (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Restructuring Cost and Reserve [Line Items]
Other Cost and Expense, Operating	$ 2,896	$ 61,632	$ 31,268	$ 4,006	$ 2,046	$ 2,946	$ 49,209	$ 11,512	$ 99,802	$ 65,713	$ 16,093
Separation, benefit plan termination and related costs [Member]
Restructuring Cost and Reserve [Line Items]
Other Cost and Expense, Operating									6,760		1,044
Separation, benefit plan termination and related costs [Member] | Former Omnicare Executive [Member]
Restructuring Cost and Reserve [Line Items]
Other Cost and Expense, Operating										$ 21,000	$ 1,000

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Stock Based Compensation Stock Based Compensation (Tables)

12 Months Ended

Dec. 31, 2013

Stock-Based Compensation [Abstract]

Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions [Table Text Block]

The table below represents the assumptions used to value stock options granted during the years ended December 31,:

	2013			2012			2011
Expected volatility	27.1		%	33.6		%	35.0		%
Risk-free interest rate	1.4		%	0.7		%	1.0		%
Expected dividend yield	1.2		%	1.7		%	0.5		%
Expected term of options (in years)	4.80			5.00			5.00
Weighted average fair value per option	$	12.03		$	9.72		$	8.74

Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block]

The following summarizes information about stock options outstanding and exercisable (in thousands, except exercise price and remaining life data):

OPTIONS OUTSTANDING					OPTIONS EXERCISABLE
Range of Exercise Prices	Number Outstanding at December 31, 2013	Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price		Number Exercisable at December 31, 2013	Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price
$15.46 - $23.17	43	4.90	$	21.80	43	4.90	$	21.80
23.18 - 30.90	254	5.40	26.58		127	3.88	26.26
30.91 - 38.61	193	6.54	34.12		43	3.56	35.09
38.62 - 61.79	276	4.01	49.38		198	1.87	50.02
$15.46 - $61.79	766	5.16	$	36.41	411	2.98	$	38.16

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

A summary of stock option activity under the plans for the year ended December 31, 2013, is presented below (in thousands, except exercise price data):

	2013
	Shares		Weighted Average Exercise Price
Options outstanding, beginning of year	2,099		$	41.09
Options granted	82		47.51
Options exercised	(770	)	36.74
Options forfeited	(645	)	52.62
Options outstanding, end of year	766		36.41
Options exercisable, end of year	411		$	38.16

Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block]

A summary of nonvested restricted stock awards and performance based restricted stock units for the year ended December 31, 2013, is presented below (in thousands, except fair value data):

	2013
	Shares		Weighted Average Grant Date Fair Value
Nonvested shares, beginning of year	1,611		$	28.97
Shares awarded	519		39.98
Shares vested	(482	)	27.98
Shares forfeited	(225	)	28.73
Nonvested shares, end of year	1,423		$	33.33

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Significant Accounting Policies Significant Accounting Poilicies Insurance Accruals (Details)	Dec. 31, 2013	Dec. 31, 2012
Insurance Accruals [Abstract]
Loss Contingency Accrual, Insurance-related Assessment, Discount Rate	1.79%	0.91%

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Debt 3.50% Convertible Senior Debentures Due 2044 (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Long-term Debt, Gross	$ 2,500,434,000	$ 2,473,927,000
Current Fiscal Year End Date	--12-31
3.5% Convertible senior subordinated debt [Domain]
Long-term Debt, Gross	424,250,000	0
Debt Instrument, Interest Rate, Stated Percentage	3.50%
Convertible Debt, initial conversion rate	14.2857
Debt Instrument, Convertible, Conversion Price	$ 70
Deferred Finance Costs, Gross	$ 2,900,000

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CONSOLIDATED STATEMENTS OF INCOME UNAUDITED (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Statement [Abstract]
Net sales	$ 6,013,398	$ 5,878,464	$ 5,896,606
Cost of sales	4,592,536	4,483,042	4,603,620
Gross profit	1,420,862	1,395,422	1,292,986
Selling, General and Administrative Expense	756,180	772,004	722,167
Provision for Doubtful Accounts	99,561	97,995	97,034
Settlement, litigation and other related charges	167,465	49,375	55,031
Other miscellaneous charges	99,802	65,713	16,093
Operating income	297,854	410,335	402,661
Interest expense net of investment income	(123,870)	(135,103)	(160,103)
Income from continuing operations before income taxes	173,984	275,232	242,558
Income tax expense	89,092	103,289	99,779
Income from continuing operations	84,892	171,943	142,779
Loss from discontinued operations	(128,324)	22,931	(55,855)
Net income (loss)	(43,432)	194,874	86,924
Earnings (loss) per common share - Basic:
Basic earnings per share, continuing operations (per share)	$ 0.83	$ 1.57	$ 1.26
Discontinued operations	$ (1.26)	$ 0.21	$ (0.49)
Net income	$ (0.43)	$ 1.78	$ 0.77
Earnings (loss) per common share - Diluted:
Diluted earnings per share, continuing operations plus assumed conversions (per share)	$ 0.78	$ 1.52	$ 1.25
Diluted earnings per share, discontinued operations (per share)	$ (1.17)	$ 0.20	$ (0.49)
Net income	$ (0.39)	$ 1.73	$ 0.76
Weighted average number of common shares outstanding:
Common shares (in shares)	102,080	109,531	113,000
Diluted shares (in shares)	109,449	112,988	114,781
Other Comprehensive Income (Loss), Net of Tax [Abstract]
Cumulative translation adjustment	0	1,384	(4,691)
Unrealized appreciation in fair value of investments	(274)	(151)	(1,274)
Amortization of pension benefit gain and actuarial loss	553	(1,363)	(7)
Total other comprehensive income (loss), net of tax	279	(130)	(5,972)
Comprehensive income (loss)	$ (43,153)	$ 194,744	$ 80,952

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Summary of Quarterly Results (Tables)

12 Months Ended

Dec. 31, 2013

Summary of Quarterly Results [Abstract]

Schedule of Quarterly Financial Information [Table Text Block]

The following table presents the Company's unaudited quarterly financial information for 2013 and 2012 (in thousands, except per share data). Reclassifications of prior-quarter amounts related to the Company's discontinued operations have been made to conform with the current-year presentation:

	First			Second			Third			Fourth			Full
2013	Quarter			Quarter			Quarter			Quarter			Year
Net sales	$	1,458,945		$	1,503,116		$	1,515,168		$	1,536,169		$	6,013,398
Cost of sales	1,109,241			1,143,601			1,163,197			1,176,497			4,592,536
Gross profit	349,704			359,515			351,971			359,672			1,420,862
Selling, general and administrative expenses	190,693			191,915			182,668			190,904			756,180
Provision for doubtful accounts	24,010			26,140			24,963			24,448			99,561
Settlement, litigation and other related charges	22,619			3,512			143,484			(2,150		)	167,465
Other charges	4,006			31,268			61,632			2,896			99,802
Operating income (loss)	108,376			106,680			(60,776		)	143,574			297,854
Interest expense, net of investment income	(29,462		)	(29,624		)	(34,925		)	(29,859		)	(123,870		)
Income (loss) from continuing operations before income taxes	78,914			77,056			(95,701		)	113,715			173,984
Income tax provision	30,600			29,754			(26,350		)	55,088			89,092
Income (loss) from continuing operations	48,314			47,302			(69,351		)	58,627			84,892
Income (loss) from discontinued operations	6,040			4,917			3,042			(142,323		)	(128,324		)
Net income (loss)	$	54,354		$	52,219		$	(66,309	)	$	(83,696	)	$	(43,432	)
Earnings per common share - Basic:(a)
Continuing operations	$	0.47		$	0.46		$	(0.68	)	$	0.58		$	0.83
Discontinued operations	0.06			0.05			0.03			(1.42		)	(1.26		)
Net income (loss)	$	0.53		$	0.51		$	(0.65	)	$	(0.83	)	$	(0.43	)
Earnings per common share - Diluted:(a)
Continuing operations	$	0.45		$	0.43		$	(0.68	)	$	0.54		$	0.78
Discontinued operations	0.06			0.04			0.03			(1.31		)	(1.17		)
Net income (loss)	$	0.51		$	0.48		$	(0.65	)	$	(0.77	)	$	(0.39	)
Dividends per common share	$	0.14		$	0.14		$	0.14		$	0.20		$	0.62
Weighted average number of common shares outstanding:
Basic	103,210			102,867			101,811			100,470			102,080
Diluted	107,466			109,931			101,811			108,980			109,449
Comprehensive income (loss)	$	54,330		$	52,145		$	(66,305	)	$	(83,323	)	$	(43,153	)

	First			Second			Third			Fourth			Full
2012	Quarter			Quarter			Quarter			Quarter			Year
Net sales	$	1,520,263		$	1,465,083		$	1,430,920		$	1,462,198		$	5,878,464
Cost of sales	1,173,718			1,120,048			1,082,554			1,106,722			4,483,042
Gross profit	346,545			345,035			348,366			355,476			1,395,422
Selling, general and administrative expenses	187,944			189,668			191,753			202,639			772,004
Provision for doubtful accounts	24,061			23,728			23,695			26,511			97,995
Settlement, litigation and other related charges	7,203			26,093			4,931			11,148			49,375
Other charges	11,512			49,209			2,946			2,046			65,713
Operating income	115,825			56,337			125,041			113,132			410,335
Interest expense, net of investment income	(30,834		)	(35,574		)	(39,036		)	(29,659		)	(135,103		)
Income from continuing operations before income taxes	84,991			20,763			86,005			83,473			275,232
Income tax provision	34,857			8,140			29,988			30,304			103,289
Income from continuing operations	50,134			12,623			56,017			53,169			171,943
Loss from discontinued operations	5,605			6,069			5,408			5,849			22,931
Net income	$	55,739		$	18,692		$	61,425		$	59,018		$	194,874
Earnings per common share - Basic:(a)
Continuing operations	$	0.45		$	0.11		$	0.51		$	0.50		$	1.57
Discontinued operations	0.05			0.05			0.05			0.05			0.21
Net income	$	0.50		$	0.17		$	0.56		$	0.55		$	1.78
Earnings per common share - Diluted:(a)
Continuing operations	$	0.43		$	0.11		$	0.50		$	0.48		$	1.52
Discontinued operations	0.05			0.05			0.05			0.05			0.20
Net income	$	0.48		$	0.17		$	0.55		$	0.54		$	1.73
Dividends per common share	$	0.07		$	0.07		$	0.14		$	0.14		$	0.42
Weighted average number of common shares outstanding:
Basic	111,487			110,580			109,315			106,773			109,531
Diluted	116,500			113,472			111,951			110,074			112,988
Comprehensive income (loss)	$	56,161		$	17,003		$	63,354		$	58,226		$	194,744

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Valuation and Qualifying Accounts (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Allowance for Trade Receivables [Member]
Valuation and Qualifying Accounts Disclosure [Line Items]
Valuation Allowances and Reserves, Balance	$ 202,602	$ 264,105	$ 352,417	$ 396,907
Valuation Allowances and Reserves, Charged to Cost and Expense	99,561	97,995	97,034
Valuation Allowances and Reserves, Adjustments	(161,064)	(186,307)	(141,524)
Valuation Allowance of Deferred Tax Assets [Member]
Valuation and Qualifying Accounts Disclosure [Line Items]
Valuation Allowances and Reserves, Balance	24,159	21,037	20,502	18,418
Valuation Allowances and Reserves, Charged to Cost and Expense	5,431	3,765	4,151
Valuation Allowances and Reserves, Adjustments	$ (2,309)	$ (3,230)	$ (2,067)

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Balance sheet parenthetical tags (Parentheticals) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Allowance for doubtful accounts	$ 202,602,000	$ 264,105,000
PP&E Accumulated Depreciation	263,603,000	267,647,000
Intangible Asset Accumulated Amortization	227,657,000	204,741,000
Preferred stock, par value	$ 0.00	$ 0.00
Preferred stock, par value	0	0
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 1.00	$ 1.00
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	134,623,736	133,503,156
Treasury Stock	34,013,923	28,851,671
Treasury Stock	1,132,274,000	846,016,000
Dividends Paid	$ 0.62	$ 0.42	$ 0.1525
Indefinite-Lived Intangible Assets (Excluding Goodwill)	11,700,000	11,700,000
Omnicare General Pension Plan [Member]
Defined Benefit Plan, Contributions by Employer	200,000	200,000
4.00% Junior Subordinated Convertible Debentures, due 2033 [Member]
Amortization of Financing Costs	200,000	200,000	200,000
3.75% Convertible Senior Subordinated Notes Due 2042 [Member]
Amortization of Financing Costs	$ 100,000	$ 100,000

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Summary of Quarterly Results (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Summary of Quarterly Results [Abstract]
Revenue, Net	$ 1,536,169	$ 1,515,168	$ 1,503,116	$ 1,458,945	$ 1,462,198	$ 1,430,920	$ 1,465,083	$ 1,520,263	$ 6,013,398	$ 5,878,464	$ 5,896,606
Cost of Goods and Services Sold	1,176,497	1,163,197	1,143,601	1,109,241	1,106,722	1,082,554	1,120,048	1,173,718	4,592,536	4,483,042	4,603,620
Gross Profit	359,672	351,971	359,515	349,704	355,476	348,366	345,035	346,545	1,420,862	1,395,422	1,292,986
Selling, General and Administrative Expense	190,904	182,668	191,915	190,693	202,639	191,753	189,668	187,944	756,180	772,004	722,167
Litigation And Other Professional Fees	(2,150)	143,484	3,512	22,619	11,148	4,931	26,093	7,203	167,465	49,375	55,031
Other Cost and Expense, Operating	2,896	61,632	31,268	4,006	2,046	2,946	49,209	11,512	99,802	65,713	16,093
Operating Income (Loss)	143,574	(60,776)	106,680	108,376	113,132	125,041	56,337	115,825	297,854	410,335	402,661
Interest Income (Expense), Net	(29,859)	(34,925)	(29,624)	(29,462)	(29,659)	(39,036)	(35,574)	(30,834)	(123,870)	(135,103)	(160,103)
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest	113,715	(95,701)	77,056	78,914	83,473	86,005	20,763	84,991	173,984	275,232	242,558
Income Tax Expense (Benefit)	55,088	(26,350)	29,754	30,600	30,304	29,988	8,140	34,857	89,092	103,289	99,779
Income (loss) from continuing operations	58,627	(69,351)	47,302	48,314	53,169	56,017	12,623	50,134	84,892	171,943	142,779
Loss from discontinued operations	(142,323)	3,042	4,917	6,040	5,849	5,408	6,069	5,605	(128,324)	22,931	(55,855)
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	(83,696)	(66,309)	52,219	54,354	59,018	61,425	18,692	55,739	(43,432)	194,874	86,924
Income (Loss) from Continuing Operations, Per Basic Share	$ 0.58	$ (0.68)	$ 0.46	$ 0.47	$ 0.50	$ 0.51	$ 0.11	$ 0.45	$ 0.83	$ 1.57	$ 1.26
Basic earnings per share, discontinued operations (per share)	$ (1.42)	$ 0.03	$ 0.05	$ 0.06	$ 0.05	$ 0.05	$ 0.05	$ 0.05	$ (1.26)	$ 0.21	$ (0.49)
Earnings Per Share, Basic	$ (0.83)	$ (0.65)	$ 0.51	$ 0.53	$ 0.55	$ 0.56	$ 0.17	$ 0.50	$ (0.43)	$ 1.78	$ 0.77
Income (Loss) from Continuing Operations, Per Diluted Share	$ 0.54	$ (0.68)	$ 0.43	$ 0.45	$ 0.48	$ 0.50	$ 0.11	$ 0.43	$ 0.78	$ 1.52	$ 1.25
Income (Loss) from Discontinued Operations, Net of Tax, Per Diluted Share	$ (1.31)	$ 0.03	$ 0.04	$ 0.06	$ 0.05	$ 0.05	$ 0.05	$ 0.05	$ (1.17)	$ 0.20	$ (0.49)
Earnings Per Share, Diluted	$ (0.77)	$ (0.65)	$ 0.48	$ 0.51	$ 0.54	$ 0.55	$ 0.17	$ 0.48	$ (0.39)	$ 1.73	$ 0.76
Dividends per common share	$ 0.20	$ 0.14	$ 0.14	$ 0.14	$ 0.14	$ 0.14	$ 0.07	$ 0.07	$ 0.62	$ 0.42
Weighted Average Number of Shares Outstanding, Basic	100,470	101,811	102,867	103,210	106,773	109,315	110,580	111,487	102,080	109,531	113,000
Weighted Average Number of Shares Outstanding, Diluted	108,980	101,811	109,931	107,466	110,074	111,951	113,472	116,500	109,449	112,988	114,781
Comprehensive income	$ (83,323)	$ (66,305)	$ 52,145	$ 54,330	$ 58,226	$ 63,354	$ 17,003	$ 56,161	$ (43,153)	$ 194,744

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Acquisitions (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Significant Acquisitions and Disposals [Line Items]
Other Cost and Expense, Operating	$ 2,896	$ 61,632	$ 31,268	$ 4,006	$ 2,046	$ 2,946	$ 49,209	$ 11,512	$ 99,802	$ 65,713	$ 16,093
Payments to Acquire Businesses, Net of Cash Acquired									3,895	34,873	101,933
Acquisition And Other Related Costs [Member]
Significant Acquisitions and Disposals [Line Items]
Other Cost and Expense, Operating									$ 2,300	$ 1,380	$ 25,549

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Properties and Equipment Properties and Equipment (Tables)

12 Months Ended

Dec. 31, 2013

Property, Plant and Equipment [Line Items]

schedule of property and equipment [Table Text Block]

A summary of properties and equipment follows (in thousands):

	December 31,
	2013			2012
Land	$	4,377		$	3,734
Buildings and building improvements	16,044			16,078
Computer equipment and software	284,173			273,132
Machinery and equipment	153,368			137,006
Furniture, fixtures and leasehold improvements	111,529			110,557
	569,491			540,507
Accumulated depreciation	(263,603		)	(267,647		)
	$	305,888		$	272,860

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Debt (Details) (USD $)	12 Months Ended										12 Months Ended							12 Months Ended										12 Months Ended	15 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2011 Senior Subordinated Notes 6125 due 2013 [Member]	Dec. 31, 2011 6.875% Senior Subordinated Notes, Due 2015 [Member]	Dec. 31, 2013 4.00% Junior Subordinated Convertible Debentures, due 2033 [Member]	Dec. 31, 2012 4.00% Junior Subordinated Convertible Debentures, due 2033 [Member]	Dec. 31, 2011 4.00% Junior Subordinated Convertible Debentures, due 2033 [Member]	Dec. 31, 2013 Senior Term Loan [Member]	Dec. 31, 2012 Senior Term Loan [Member]	Dec. 31, 2013 3.25% Convertible Senior Debentures, Due 2035 [Member]	Dec. 31, 2012 3.25% Convertible Senior Debentures, Due 2035 [Member]	Dec. 31, 2011 3.25% Convertible Senior Debentures, Due 2035 [Member]	Dec. 31, 2013 3.75% Convertible Senior Subordinated Notes Due 2042 [Member]	Dec. 31, 2012 3.75% Convertible Senior Subordinated Notes Due 2042 [Member]	Dec. 31, 2013 3.5% Convertible senior subordinated debt [Domain]	Dec. 31, 2012 3.5% Convertible senior subordinated debt [Domain]	Dec. 31, 2013 3.75% Convertible Senior Subordinated Notes, due 2025 [Member]	Dec. 31, 2012 3.75% Convertible Senior Subordinated Notes, due 2025 [Member]	Dec. 31, 2011 3.75% Convertible Senior Subordinated Notes, due 2025 [Member]	Dec. 31, 2013 7.75% Senior Subordinated Notes, Due 2020 [Member]	Dec. 31, 2012 7.75% Senior Subordinated Notes, Due 2020 [Member]	Dec. 31, 2011 7.75% Senior Subordinated Notes, Due 2020 [Member]	Dec. 31, 2013 Capital Lease Obligations [Member]	Dec. 31, 2012 Capital Lease Obligations [Member]	Dec. 31, 2013 7.75% interest rate swap agreement - fair value hedge [Member]	Dec. 31, 2012 7.75% interest rate swap agreement - fair value hedge [Member]	Dec. 31, 2011 2011 Senior Credit Agreement [Member]	Sep. 30, 2013 2011 Senior Credit Agreement [Member]	Dec. 31, 2011 2011 Senior Credit Agreement [Member] Senior Term Loan [Member]
Debt Instrument [Line Items]
Balance at time of refinancing																														$ 433,000,000
Long-term Debt, Gross	2,500,434,000	2,473,927,000				307,153,000	345,000,000		398,438,000	419,688,000	427,500,000	427,500,000		390,000,000	390,000,000	424,250,000	0	132,408,000	318,054,000		400,000,000	550,000,000		20,685,000	23,685,000
Derivative, Fair Value, Net																										18,671,000	46,090,000
Debt, Current	527,204,000	27,713,000
Long-term Debt, Excluding Current Maturities	1,418,819,000	2,030,030,000
Amortization of Financing Costs				200,000		200,000	200,000	200,000			700,000	800,000	1,000,000	100,000	100,000			300,000	400,000	600,000	1,200,000	1,200,000	1,100,000					1,100,000
Current Fiscal Year End Date	--12-31
Write off of Deferred Debt Issuance Cost	4,784,000	12,466,000	6,012,000		4,000,000													2,400,000	3,800,000										8,300,000
Interest Paid	87,600,000	90,900,000	111,100,000
Letters of Credit Outstanding, Amount	14,000,000
Line of Credit Facility, Maximum Borrowing Capacity																												$ 750,000,000

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Restructuring and Other Related Charges (Notes)

12 Months Ended

Dec. 31, 2013

Restructuring and Related Activities [Abstract]

Restructuring and Other Related Charges

Company-wide Reorganization Program

During 2010, the Company initiated a Company-wide Reorganization Program ("CWR"), including a reshaping of the organization with the objective of deploying resources closer to the customers, allowing Omnicare to become more responsive to customer needs, better leveraging the Omnicare platform and better positioning the Company for potential growth.  The CWR program was completed in the third quarter of 2012 with the completion of the relocation of the Corporate office. The Company recorded restructuring and other related charges for the CWR program of approximately $8.9 million in the third quarter of 2012 and $11.9 million cumulatively since 2010. The majority of the charges were recorded in the Corporate/Other segment.

Details of the Company-wide Reorganization Program restructuring related charges are as follows (pretax, in thousands):

	Balance at December 31, 2011		2012 Provision/ Accrual		Utilized during 2012			Balance at December 31, 2012		Utilized during 2013			Balance at December 31, 2013
Restructuring charges:
Employee severance	$	27	$	—	$	(27	)	$	—	$	—		$	—
Employment agreement buy-outs	368		—		(368		)	—		—			—
Lease terminations	—		7,944		(1,189		)	6,755		(2,309		)	4,446
Other assets, fees and facility exit costs	—		731		(364		)	367		(305		)	62
Total restructuring charges	$	395	8,675		$	(1,948	)	$	7,122	$	(2,614	)	$	4,508
Other related charges			281
Total restructuring and other related charges			$	8,956

The remaining liabilities at December 31, 2013 represent amounts not yet paid relating to actions taken in connection with the program (primarily lease payments).  The provision/accrual and corresponding payment amounts relating to employee severance were accounted for in accordance with the authoritative guidance for employers’ accounting for postemployment benefits; and the provision/accrual and corresponding payment amounts relating to employment agreement buy-outs are being accounted for in accordance with the authoritative guidance regarding accounting for costs associated with exit or disposal activities.

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Goodwill and Other Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill [Table Text Block]

Changes in the carrying amount of goodwill, by business segment, are as follows (in thousands):

	LTC			SCG		Total
Goodwill balance as of January 1, 2012	$	3,564,486		$	490,437	$	4,054,923
Goodwill acquired in the year ended December 31, 2012	21,184			—		21,184
Disposition of businesses	(14,258		)	—		(14,258		)
Other	(546		)	—		(546		)
Goodwill balance as of December 31, 2012	3,570,866			490,437		4,061,303
Goodwill acquired in the year ended December 31, 2013	—			—		—
Disposition of businesses	(4,145		)	—		(4,145		)
Other	298			—		298
Goodwill balance as of December 31, 2013	$	3,567,019		$	490,437	$	4,057,456

schedule of finite and infinite lived intangible assets [Table Text Block]

The table below presents the Company’s other identifiable intangible assets, all of which are subject to amortization, except trademark and trade names as described below (in thousands):

				December 31, 2013
	Original Amortization Life (in years)			Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer relationship assets	6	—	15	$	318,281	$	(211,191	)	$	107,090
Trademarks and trade names		—	(a)	13,972		(1,496		)	12,476
Non-compete agreements	2	—	15	24,991		(14,970		)	10,021
Other	4	—	4	387		—			387
Total				$	357,631	$	(227,657	)	$	129,974
				December 31, 2012
	Original Amortization Life (in years)			Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer relationship assets	6	—	15	$	324,632	$	(186,736	)	$	137,896
Trademarks and trade names		—	(a)	16,166		(2,434		)	13,732
Non-compete agreements	2	—	15	29,042		(15,571		)	13,471
Total				$	369,840	$	(204,741	)	$	165,099

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

Estimated annual amortization expense for intangible assets subject to amortization at December 31, 2013 for the next five fiscal years is as follows (in thousands):

Year ended	Amortization
December 31,	Expense
2014	$	31,238
2015	30,228
2016	19,957
2017	11,894
2018	9,291

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Segment Information (Notes)

12 Months Ended

Dec. 31, 2013

Segment Reporting [Abstract]

Segment Information

The Company is organized in two operating segments, Long-Term Care Group ("LTC") and Specialty Care Group ("SCG"). These segments are based on the operations of the underlying businesses and the customers they serve. The Company's larger reportable segment is LTC, which primarily provides distribution of pharmaceuticals, related pharmacy consulting and other ancillary services. LTC's customers are primarily skilled nursing, assisted living and other providers of healthcare services. The Company’s other reportable segment is SCG, which provides specialty pharmacy and key commercialization services for the biopharmaceutical industry. The primary components of the "Corporate/Other" segment are the Company's corporate management oversight and administration, including its information technology and data management services, as well as other consolidating and eliminating entries, which have not been charged to reportable segments. The Company evaluates the performance of its segments based on revenue and operating income, and does not include segment assets or nonoperating income/expense items for management reporting purposes.

The table below presents information about the segments as of and for the years ended December 31, 2013, 2012 and 2011 (in thousands):

	For the years ended December 31,
2013:	LTC			SCG			Corporate/Other			Consolidated Totals
Net sales	$	4,627,871		$	1,384,003		$	1,524		$	6,013,398
Depreciation and amortization expense	(71,310		)	(4,539		)	(57,111		)	(132,960		)
Settlement, litigation and other related charges	(167,465		)	—			—			(167,465		)
Other charges, net	(45,950		)	—			(53,852		)	(99,802		)
Operating income (loss) from continuing operations	420,646			113,243			(236,035		)	297,854
2012:
Net sales	$	4,789,551		$	1,078,627		$	10,286		$	5,878,464
Depreciation and amortization expense	(69,582		)	(8,431		)	(50,524		)	(128,537		)
Settlement, litigation and other related charges	(49,175		)	(200		)	—			(49,375		)
Other charges, net	(2,568		)	—			(63,145		)	(65,713		)
Operating income (loss) from continuing operations	562,379			92,671			(244,715		)	410,335
2011:
Net sales	$	5,060,387		$	820,965		$	15,254		$	5,896,606
Depreciation and amortization expense	(64,589		)	(8,638		)	(52,427		)	(125,654		)
Settlement, litigation and other related charges	(55,031		)	—			—			(55,031		)
Other charges, net	(15,049		)	—			(1,044		)	(16,093		)
Operating income (loss) from continuing operations	476,418			69,038			(142,795		)	402,661

The Company's continuing operations were primarily located in the U.S. with one pharmacy located in Canada, which was not material to the consolidated sales or total assets of Omnicare and was disposed of in the third quarter of 2012.

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Debt 6.125% Senior Subordinated Notes (Details) (Senior Subordinated Notes 6125 due 2013 [Member], USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2011
Senior Subordinated Notes 6125 due 2013 [Member]
Debt Instrument, Face Amount	$ 250
Debt Instrument, Interest Rate, Stated Percentage	6.125%
Derivative, Cash Received on Hedge	2.6
Payments of Debt Extinguishment Costs	1.6
Amortization of Financing Costs	$ 0.2

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Significant Accounting Policies (Notes)

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Significant Accounting Policies

Description of Business

Omnicare, Inc. ("Omnicare" or the "Company") is a leading healthcare services company that specializes in the management of complex pharmaceutical care. The Company operates two primary businesses, Long-Term Care Group ("LTC") and Specialty Care Group ("SCG"), each serving a different customer population but sharing a common objective: advancing health outcomes at the lowest possible cost. Through LTC, Omnicare is the nation's largest provider of pharmaceuticals and related pharmacy and ancillary services to long-term care facilities as well as chronic care facilities and other settings. SCG provides specialty pharmacy and commercialization services for the biopharmaceutical industry. Omnicare leverages its specialized clinical capabilities and innovative technology solutions across both primary businesses as key components of the value Omnicare believes it provides to its customers. Additional information on the Company's reportable segments is presented at the "Segment Information" note.  

In 2013, the Company's end-of-life hospice pharmacy business ("Hospice") as well as certain retail operations ("Retail") qualified for discontinued operations treatment. The results from operations for all periods presented have been revised to reflect the results of these businesses as discontinued operations, including related expenses. See additional information at the "Discontinued Operations" note.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries.  Omnicare consolidates entities in which the Company is the primary beneficiary, in accordance with the authoritative guidance regarding the consolidation of variable interest entities.  All significant intercompany accounts and transactions have been eliminated in consolidation.

Translation of Foreign Financial Statements

In years ended December 31, 2012 and prior, assets and liabilities of the Company’s foreign operations were translated at the year-end rate of exchange, and the income statements were translated at average rates of exchange.  Gains or losses from translating foreign currency financial statements were accumulated in a separate component of stockholders’ equity. With the disposition of its Canadian pharmacy in the third quarter of 2012, the Company had no foreign operations as of December 31, 2013 or 2012.

Cash Equivalents

Cash and cash equivalents include highly liquid investments with original maturities of three months or less. Carrying values of cash and cash equivalents approximate fair value due to the short-term nature of these instruments.

Omnicare maintains amounts on deposit with various financial institutions, which may, at times, exceed federally insured limits. However, management periodically evaluates the credit-worthiness of those institutions, and the Company has not experienced any losses on such deposits.

Restricted Cash

Restricted cash primarily represents cash transferred to separate irrevocable trusts for settlement of employee health and severance costs, and cash collected on behalf of third parties.

Fair Value of Financial Instruments

The Company applies the authoritative guidance for fair value measurements, which defines a hierarchy prioritizing the inputs used in fair value measurements.  “Level 1” measurements use quoted prices in active markets for identical assets or liabilities.  “Level 2” measurements use significant observable inputs.  “Level 3” measurements use significant unobservable inputs which require a company to develop its own assumptions.  In recording the fair value of assets and liabilities, companies must use the most reliable measurement available.

See further discussion at the “Fair Value” note.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist primarily of interest-bearing cash and cash equivalents, accounts receivable and fixed to floating interest rate swap agreements.

The Company is exposed to credit risk in the event of default by the financial institutions or issuers of cash and cash equivalents to the extent recorded on the Consolidated Balance Sheets.  Specifically, at any given point in time, the Company has cash on deposit with financial institutions, and cash invested in high quality, short-term money market funds and/or U.S. government-backed repurchase agreements, generally having original maturities of three months or less, in order to minimize its credit risk.

The Company establishes allowances for doubtful accounts based on various factors, including historical credit losses and specifically identified credit risks.  Management reviews the allowances for doubtful accounts on an ongoing basis for appropriateness.  For the years ended December 31, 2013, 2012 and 2011, no single customer accounted for 10% or more of revenues.  The Company generally does not require collateral from its customers relating to the extension of credit in the form of accounts receivable balances.

In 2013, approximately sixty percent of Omnicare’s pharmacy services billings were directly reimbursed by government-sponsored programs.  These programs include primarily federal Medicare Part D, Medicare Part B and, to a lesser extent, the state Medicaid programs.  The remainder of Omnicare’s billings were paid or reimbursed by individual residents or their responsible parties (private pay), facilities and other third-party payors, including private insurers.  A portion of these revenues also are indirectly dependent on government programs.  The table below represents the Company’s approximated payor mix (as a % of annual sales) for the last three years ended:

	December 31,
	2013		2012		2011
Private pay, third-party and facilities (a)	36	%	36	%	39	%
Federal Medicare program (Part D & Part B)	55	%	52	%	49	%
State Medicaid programs	7	%	8	%	9	%
Other sources	2	%	4	%	3	%
Totals	100	%	100	%	100	%

(a) Includes payments from SNFs on behalf of their federal Medicare program-eligible residents (Medicare Part A) and for other services and supplies, as well as payments from third-party insurers and private pay.

Accounts Receivable

The following table is an aging of the Company’s December 31, 2013 and 2012 gross accounts receivable (net of allowances for contractual adjustments, and prior to allowances for doubtful accounts), aged based on payment terms and categorized based on the four primary overall types of accounts receivable characteristics (in thousands):

December 31, 2013	Current and 0-180 Days Past Due		181 Days and Over Past Due		Total
Medicare (Part D and Part B), Medicaid
and Third-Party payors	$	195,544	$	67,791	$	263,335
Facility payors	328,444		146,751		475,195
Private Pay payors	75,655		84,101		159,756
Total gross accounts receivable	$	599,643	$	298,643	$	898,286
December 31, 2012
Medicare (Part D and Part B), Medicaid
and Third-Party payors	$	233,807	$	163,372	$	397,179
Facility payors	350,886		167,474		518,360
Private Pay payors	70,480		100,141		170,621
Total gross accounts receivable	$	655,173	$	430,987	$	1,086,160

Notes Receivable

The Company periodically enters into notes receivable from its customers.  These notes receivable and the related allowance for losses are recorded in the “Other Current Assets” and “Other Non-Current Assets” captions of the Consolidated Balance Sheets, and are not considered material to the consolidated financial position of the Company.  The Company assesses and monitors credit risk associated with notes receivable through review of the customer’s net worth, payment history, long-term debt ratings and/or other information available from recognized credit rating services.  The receivables are periodically assessed for significant changes in credit ratings or other information indicating an increase in exposure to credit risk.  Historic losses on notes receivable have not been material to the consolidated financial position of the Company.

Inventories

Inventories consist primarily of purchased pharmaceuticals and medical supplies held for sale to customers and are stated at the lower of cost or market.  Cost is determined using the first-in, first-out method.  Physical inventories are typically performed on a monthly basis at pharmacy sites, and in all cases the Company’s policy is to perform them at least once a quarter.  Cost of goods sold is recorded based on the actual results of the physical inventory counts.

The Company receives discounts, rebates and/or other price concessions (“Discounts”) relating to purchases from its suppliers and vendors.  When recognizing the related receivables associated with the Discounts, Omnicare accounts for these Discounts as a reduction of cost of goods sold and inventories.  The Company records its estimates of Discounts earned during the period on the accrual basis of accounting, giving proper consideration to whether those Discounts have been earned based on the terms of applicable arrangements, and to the levels of inventories remaining on-hand.  Receivables related to Discounts are regularly adjusted based on the best available information, and to actual amounts as cash is received and the applicable arrangements are settled. Historical estimates have not differed materially from actual results.

Properties and Equipment

Properties and equipment are stated at cost less accumulated depreciation.  Expenditures for maintenance, repairs, renewals and betterments that do not materially prolong the useful lives of the assets are charged to expense as incurred.  Depreciation of properties and equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from three to ten years for computer equipment and software, machinery and equipment, and furniture and fixtures.  Buildings and building improvements are depreciated over 40 years, and leasehold improvements are amortized over the lesser of the initial lease term or their useful lives.  The Company capitalizes certain costs that are directly associated with the development of internally developed software, representing the historical cost of these assets.  Once the software is completed and placed into service, such costs are amortized over the estimated useful lives, ranging from three to ten years.

Leases

Rental payments under operating leases are expensed.  Leases that substantially transfer all of the benefits and risks of ownership of property to Omnicare or otherwise meet the criteria for capitalization are accounted for as capital leases.  An asset is recorded at the time a capital lease is entered into together with its related long-term obligation to reflect its purchase and financing.  Property and equipment recorded under capital leases are depreciated on the same basis as previously described.

Valuation of Long-Lived Assets

Long-lived assets such as property and equipment, software (acquired and internally developed) and investments are reviewed for impairment when events or changes in circumstances indicate that the book carrying amount of the assets may not be recoverable.  An impairment charge is recognized when estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition are less than its book carrying amount.

Goodwill, Intangibles and Other Assets

Intangible assets are comprised primarily of goodwill, customer relationship assets, noncompete agreements, technology assets, and trademarks and trade names, all originating from business combinations accounted for as purchase transactions.   The Company has adopted the revised authoritative guidance regarding the testing for goodwill impairment that allows an entity the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is more likely than not that the fair value of a reporting unit is less than the carrying amount then the Company would perform the two step goodwill impairment test. The first step, used to identify potential impairment, is a comparison of the reporting unit's estimated fair value to its carrying value, including goodwill. If the fair value of the reporting unit exceeds its carrying value, applicable goodwill is considered not to be impaired. If the carrying value exceeds fair value, there is an indication of impairment and the second step is performed to measure the amount of the impairment, if any. The second step requires the Company to calculate an implied fair value of goodwill at the reporting unit level. If the goodwill assigned to a reporting unit exceeds the implied fair value of the goodwill, an impairment charge is recorded for the excess.

Intangible assets are amortized over their useful lives.  See further discussion at the “Goodwill and Other Intangible Assets” note.

Debt issuance costs are included in the “Other noncurrent assets” line of the Consolidated Balance Sheets and are amortized over the life of the related debt, and to the put and initial redemption date of December 15, 2015 in the case of the 3.25% Convertible Senior Debentures due 2035.

Insurance Accruals

The Company is self-insured for certain employee health, property and casualty, worker's compensation, medical professional liability and automobile liability insurance claims.  The Company carries a stop-loss umbrella policy for health insurance to limit the maximum potential liability for both individual and aggregate claims for a plan year.  Claims are paid as they are submitted to the respective plan administrators.  The Company records monthly expense for the self-insurance plans in its financial statements for incurred claims, based on historical claims experience and input from third-party insurance professionals in order to determine the appropriate accrual level.  The accrual gives consideration to claims that have been incurred but not yet paid and/or reported to the plan administrator.  The Company establishes the accruals based on the historical claim lag periods, current payment trends for similar insurance claims and input from third-party insurance and valuation professionals. The discount rate utilized in the computation of the property and casualty accrual balance at December 31, 2013 and 2012, was 1.79% and 0.91%, respectively.

Revenue Recognition

In general, Omnicare recognizes revenue when products are delivered or services are rendered or provided to the customer, prices are fixed and determinable and collection is reasonably assured.

A significant portion of the Company’s revenues from sales of pharmaceutical and medical products have been reimbursed by the federal Medicare Part D plan and, to a lesser extent, state Medicaid programs.  Payments for services rendered to patients covered by these programs are generally less than billed charges.  The Company monitors its revenues and receivables from these reimbursement sources, as well as other third-party insurance payors, and records an estimated contractual allowance for certain sales and receivable balances at the revenue recognition date, to properly account for anticipated differences between billed and reimbursed amounts.  Accordingly, the total net sales and receivables reported in the Company’s financial statements are recorded at the amount ultimately expected to be received from these payors.  Since billing functions for a portion of the Company’s revenue systems are largely computerized, enabling on-line adjudication (i.e., submitting charges to Medicare, Medicaid or other third-party payors electronically, with simultaneous feedback of the amount to be paid) at the time of sale to record net revenues, exposure to estimating contractual allowance adjustments is limited primarily to unbilled and/or initially rejected Medicare, Medicaid and third-party claims (typically approved for reimbursement once additional information is provided to the payor).  For the remaining portion of the Company’s revenue systems, the contractual allowance is estimated for all billed, unbilled and/or initially rejected Medicare, Medicaid and third-party claims.  The Company evaluates several criteria in developing the estimated contractual allowances for billed, unbilled and/or initially rejected claims on a monthly basis, including historical trends based on actual claims paid, current contract and reimbursement terms, and changes in customer base and payor/product mix.  Contractual allowance estimates are adjusted to actual amounts as cash is received and claims are settled, and the aggregate impact of these resulting adjustments were not significant to the Company’s operations for any of the periods presented.

Patient co-payments are associated with certain state Medicaid programs, Medicare Part B, Medicare Part D and certain third-party payors and are typically not collected at the time products are delivered or services are rendered, but are billed to the individual as part of the Company’s normal billing procedures.  These co-payments are subject to the Company’s normal accounts receivable collections procedures.

Under certain circumstances, the Company accepts returns of medications and issues a credit memo to the applicable payor.  The Company estimates and accrues for sales returns based on historical return experience, giving consideration to the Company’s return policies.  Product returns are processed in the period received, and are not significant.

Stock-Based Compensation

The Company records compensation costs relating to share-based payment transactions in its financial statements under a fair value recognition model.  Under the provisions of this guidance, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense ratably over the requisite service period of the award (usually the vesting period).

Delivery Expenses

Omnicare incurred expenses totaling approximately $164.4 million, $160.4 million and $159.7 million for the years ended December 31, 2013, 2012 and 2011, respectively, to deliver the products sold to its customers.  Delivery expenses are included in the “Selling, general and administrative expenses” line of the Consolidated Statements of Comprehensive Income.

Evaluation of Subsequent Events

The Company evaluated subsequent events through the date the Consolidated Financial Statements were issued.  No matters were identified that would materially impact the Company’s Consolidated Financial Statements or associated disclosures.

Income Taxes

The Company accounts for income taxes using the asset and liability method under which deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates to differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements.

Future tax benefits are recognized to the extent that realization of those benefits are considered to be more likely than not, and a valuation allowance is established for deferred tax assets which do not meet this threshold.

Under the authoritative guidance regarding the accounting for uncertainty in income taxes, which provides guidance for the financial statement recognition and measurement of income tax positions taken or expected to be taken in a tax return, recognition and measurement are considered discrete events.  The recognition threshold is met when it is determined a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination by the relevant taxing authority.  If a tax position does not meet the more likely than not recognition threshold, the benefit of that position is not recognized in the financial statements.  A tax position that meets the more likely than not recognition threshold is measured to determine the amount of benefit to be recognized in the financial statements.

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) consists of the following (in thousands):

	December 31,
	2013			2012
Cumulative foreign currency translation adjustments	$	—		$	9,722
Translation adjustment recorded as divestiture of business	—			(9,722		)
Unrealized gain (loss) on fair value of investments	(702		)	(428		)
Pension and postemployment benefits	(1,839		)	(2,392		)
Total accumulated other comprehensive income (loss), net	$	(2,541	)	$	(2,820	)

The amounts are net of applicable tax benefits which were inconsequential in the years ended December 31, 2013 and 2012.

Other Charges (Credits)

Other Charges (Credits) consist of the following (in thousands):

	December 31,
	2013		2012			2011
Acquisition and other related costs (1)	$	2,300	$	1,380		$	25,549
Restructuring and other related charges (2)	—		8,956			—
Disposition of businesses (3)	39,245		(1,777		)	—
Repack matters - SG&A (4)	—		—			(10,500		)
Separation costs (5)	6,760		21,000			1,044
Loss on sale of plane and termination of plane lease (6)	—		1,062			—
Debt redemption loss and costs (7)	51,497		35,092			—
Total - other charges, net	$	99,802	$	65,713		$	16,093

(1) See further discussion at the “Acquisitions” note.

(2) See further discussion at the "Restructuring and Other Related Charges" note.

(3) See further discussion at the "Disposition of Business" caption of this note.

(4) The year ended December 31, 2011 includes a (credit) of approximately $(10.5) million for insurance recoveries related to the quality control, product recall and fire issues at one of the Company's repackaging locations.

(5) See additional information at the "Separation Costs" note.

(6) The Company sold its corporate aircraft in 2012 for a $1 million loss. The year ended December 31, 2012 includes charges relating to the sale of the Company's aircraft.

(7) See further discussion at the “Debt” note.

Use of Estimates in the Preparation of Financial Statements

The preparation of the Company’s consolidated financial statements in accordance with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities and stockholders’ equity at the date of the financial statements, the reported amounts of revenues and expenses during the reporting periods and amounts reported in the accompanying notes to consolidated financial statements.  Significant estimates underlying the accompanying consolidated financial statements include the allowance for doubtful accounts and contractual allowance reserve; the net carrying value of inventories; acquisition-related accounting including goodwill and other indefinite-lived intangible assets, and the related impairment assessments; accruals pursuant to the Company’s restructuring initiatives; stock-based compensation; various other operating allowances and accruals (including employee health, property and casualty insurance accruals and related assumptions); fair value determinations; accruals related to pending litigation; and current and deferred tax assets, liabilities and provisions.  Actual results could differ from those estimates depending upon the resolution of certain risks and uncertainties.

Potential risks and uncertainties, many of which are beyond the control of Omnicare, include, but are not necessarily limited to, such factors as overall economic, financial and business conditions; delays and reductions in reimbursement by the government and other payors to Omnicare and/or its customers; the overall financial condition of Omnicare’s customers; the effect of new government regulations, executive orders and/or legislative initiatives, including those relating to reimbursement and drug pricing policies and changes in the interpretation and application of such policies; efforts by payors to control costs; the outcome of disputes and litigation; the outcome of audit, compliance, administrative or investigatory reviews, including governmental/ regulatory inquiries; other contingent liabilities; the ability to consummate pending acquisitions and the successful integration of acquired companies; the final outcomes of divestiture activities; changes in international economic and political conditions; changes in interest rates; changes in the valuation of the Company’s financial instruments, including the swap agreements and other derivative instruments; changes in tax laws and regulations; access to capital and financing; the demand for Omnicare’s products and services; pricing and other competitive factors in the industry; changes in insurance claims experience and related assumptions; the outcome of the Company’s annual goodwill and other identifiable intangible assets impairment assessments; variations in costs or expenses; and changes in accounting rules and standards.

Recently Issued Accounting Standards

In February 2013, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The amendments in this update require an entity to provide information about the amounts reclassified from accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the income statement or in the notes, significant amounts reclassified from accumulated other comprehensive income by the net income line item. The adoption of this amended guidance on January 1, 2013 did not have a material impact on the Company's consolidated results of operations, financial position or cash flows.

Disposition of Businesses

In 2013, the Company completed the disposition of certain assets, primarily in its medical supply services business, which was not considered significant, individually or in the aggregate, to the operations of Omnicare. The Company recorded a charge on the disposition of these businesses of $39.2 million ($27.5 million after-tax) for the year ended December 31, 2013. These charges are reflected in the "Other charges" caption of the Consolidated Statement of Comprehensive Income (Loss).

In the year ended December 31, 2012, the Company completed the disposition of its Canadian pharmacy and the Company's pharmacy operational software business, which were not considered, individually or in the aggregate, significant to the operations of Omnicare. The Company recorded a gain on the disposition of these businesses of $1.8 million, which is reflected in the "Other charges" caption of the Consolidated Statements of Comprehensive Income.

Reclassifications

Certain reclassifications of prior-year amounts, primarily related to the Company's discontinued operations, have been made to conform with the current-year presentation, none of which were considered material to the Company’s financial statements taken as a whole.

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CONSOLIDATED BALANCE SHEETS UNAUDITED (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 356,001	$ 444,620
Restricted cash	5	1,066
Accounts receivable, less allowances of $202,602 (2012-$264,105)	695,684	822,055
Inventory, Net	512,418	374,620
Deferred Tax Assets, Net of Valuation Allowance, Current	135,094	136,186
Other current assets	265,531	252,498
Assets of Disposal Group, Including Discontinued Operation, Current	49,995	57,814
Total current assets	2,014,728	2,088,859
Properties and equipment, at cost less accumulated depreciation of $263,603 (2012-$267,647)	305,888	272,860
Goodwill	4,057,456	4,061,303
Identifiable intangible assets, less accumulated amortization of $227,657 (2012-$204,741)	129,974	165,099
Other noncurrent assets	96,722	163,264
Assets of Disposal Group, Including Discontinued Operation, Noncurrent	87,078	237,879
Total noncurrent assets	4,677,118	4,900,405
Total assets	6,691,846	6,989,264
Current liabilities:
Accounts payable	181,022	192,080
Accrued employee compensation	50,240	71,401
Current debt	527,204	27,713
Other current liabilities	355,845	174,057
Liabilities of Disposal Group, Including Discontinued Operation, Current	18,846	16,763
Total current liabilities	1,133,157	482,014
Long-term debt, notes and convertible debentures	1,418,819	2,030,030
Deferred income tax liabilities	1,012,733	914,660
Other noncurrent liabilities	53,835	53,874
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent	1,398	2,974
Total noncurrent liabilities	2,486,785	3,001,538
Total liabilities	3,619,942	3,483,552
Temporary Equity, Liquidation Preference	331,101	0
Stockholders' equity:
Preferred stock, no par value, 1,000,000 shares authorized, none issued and outstanding	0	0
Common stock, $1 par value, 200,000,000 shares authorized, 134,623,736 shares issued (2012-133,503,156 shares issued)	134,624	133,503
Paid in capital	2,047,195	2,419,970
Retained earnings	1,693,799	1,801,075
Treasury stock, at cost- 34,013,923 shares (2011-28,851,671 shares )	(1,132,274)	(846,016)
Accumulated other comprehensive income	(2,541)	(2,820)
Total stockholders' equity	2,740,803	3,505,712
Total liabilities and stockholders' equity	$ 6,691,846	$ 6,989,264

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Stock Based Compensation

12 Months Ended

Dec. 31, 2013

Stock-Based Compensation [Abstract]

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

Stock-Based Compensation Plans

During 2004, stockholders of the Company approved the 2004 Stock and Incentive Plan (the “2004 Plan”), under which the Company is authorized to grant equity-based and other incentive compensation to employees, officers, directors, consultants and advisors of the Company in an amount aggregating up to 10.0 million shares of Company common stock.  Beginning May 18, 2004, stock-based incentive awards are made only from the 2004 Stock and Incentive Plan. The 2004 Plan includes grants of options, restricted stock, restricted stock units, and performance based restricted stock units.

Prior to the 2004 Plan, the Company had the 1998 Long-Term Employee Incentive Plan and the 1992 Long-Term Stock Incentive Plan, all of which no longer issue stock-based incentives but which had outstanding awards at December 31, 2013.

Under these plans, stock options vest and become exercisable at varying points in time, ranging up to four years in length, and have terms that generally span ten years from the grant date.  Stock option awards are granted with an exercise price at least equal to the fair market value of Company stock on the grant date.  Omnicare’s normal practice is to issue new shares upon stock option exercise.  Certain stock option and stock awards provide for accelerated vesting if there is a change in control, as defined in the plans.

Employee Stock Purchase Plan

In November 1999, the Company’s Board of Directors adopted the Omnicare StockPlus Program, a non-compensatory employee stock purchase plan (the “ESPP”).  Under the ESPP, employees and non-employee directors of the Company who elect to participate may contribute up to 6% of eligible compensation (or an amount not to exceed $20,000 for non-employee directors) to purchase shares of the Company’s common stock.  For each share of stock purchased, the participant also receives two options to purchase a share of the Company’s common stock.  The stock options are subject to a four-year vesting period and are generally subject to forfeiture in the event the related shares purchased are not held by the participant for a minimum of two years.  The stock options have a ten-year life from the date of issuance.  Amounts contributed to the ESPP are used by the plan administrator to purchase the Company’s stock on the open market or for shares issued by Omnicare.

Restricted Stock Awards and Restricted Stock Units

Non-vested stock awards are granted at the discretion of the Compensation Committee of the Board of Directors.  These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically three to ten-year periods (vesting on a straight-line basis).  Members of the Board of Directors can elect to receive either a restricted stock award or a restricted stock unit, which is deferred until their separation from the board, vesting of these awards/units mirrors their term of service (currently one year).  The fair value of a stock award is equal to the fair market value of a share of Company common stock on the grant date.

Performance Based Restricted Stock Units

Performance based restricted stock units awards are granted at the discretion of the Compensation Committee of the Board of Directors. These awards are restricted as to the transfer of ownership and vest based on the the Company's achievement of earnings per share targets over a three-year period.

Stock-Based Compensation

The Company uses the Black-Scholes options pricing model to determine the fair value of stock options on the grant date, which is affected by Omnicare’s stock price as well as assumptions regarding a number of complex and subjective variables.  These variables include Omnicare’s expected stock price volatility over the expected term of the awards, actual and projected employee exercise behaviors, the risk-free interest rate and the stock’s dividend yield.

The expected term of stock options granted represents the period of time that the stock options are expected to be outstanding and is estimated based primarily on historical stock option exercise experience.  The expected volatility is based primarily on the historical volatility of the Company’s stock over a period generally commensurate with the expected term of the stock options.  The risk-free interest rate used in the option valuation model is based on United States Treasury Strip issues with remaining terms similar to the expected term of the stock options.  The expected dividend yield is based on the current Omnicare stock dividend yield.  The Company is required to estimate forfeitures at the time of the grant and revise those estimates in subsequent periods as necessary to reflect any changes in actual forfeiture experience.  Omnicare uses historical data to estimate pre-vesting stock option forfeitures and records stock-based compensation expense only for those awards that are expected to vest.  All stock option awards are amortized on a straight-line basis over the requisite service periods of the awards, which are generally the vesting period.

The table below represents the assumptions used to value stock options granted during the years ended December 31,:

	2013			2012			2011
Expected volatility	27.1		%	33.6		%	35.0		%
Risk-free interest rate	1.4		%	0.7		%	1.0		%
Expected dividend yield	1.2		%	1.7		%	0.5		%
Expected term of options (in years)	4.80			5.00			5.00
Weighted average fair value per option	$	12.03		$	9.72		$	8.74

Total pretax stock-based compensation expense recognized in the Consolidated Statements of Comprehensive Income (Loss) as part of operating expense for stock options and stock awards for the year ended December 31, 2013 is approximately $1.0 million and $18.2 million, approximately $1.3 million and $15.3 million for the year ended December 31, 2012 and approximately $2.0 million and $19.7 million (including the stock option and restricted stock award separation costs disclosed in the "Separation Costs" note) for the year ended December 31, 2011.

As of December 31, 2013, there was approximately $36 million of total unrecognized compensation cost related to nonvested stock awards and stock options granted to Omnicare employees, which is expected to be recognized over a remaining weighted-average period of approximately 3 years.  The total grant date fair value of shares vested during the years ended December 31, 2013, 2012, and 2011 related to stock options was approximately $1.0 million, $2.1 million and $0.8 million, respectively. The total grant date fair value of shares vested during the years ended December 31, 2013, 2012, and 2011 related to stock awards was $12.4 million, $17.6 million and $18.7 million, respectively.

General Stock Option Information

A summary of stock option activity under the plans for the year ended December 31, 2013, is presented below (in thousands, except exercise price data):

	2013
	Shares		Weighted Average Exercise Price
Options outstanding, beginning of year	2,099		$	41.09
Options granted	82		47.51
Options exercised	(770	)	36.74
Options forfeited	(645	)	52.62
Options outstanding, end of year	766		36.41
Options exercisable, end of year	411		$	38.16

The total exercise date intrinsic value of options exercised during the years ended December 31, 2013, 2012 and 2011 was approximately $7.7 million, $11.9 million and $11.5 million, respectively.

The following summarizes information about stock options outstanding and exercisable (in thousands, except exercise price and remaining life data):

OPTIONS OUTSTANDING					OPTIONS EXERCISABLE
Range of Exercise Prices	Number Outstanding at December 31, 2013	Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price		Number Exercisable at December 31, 2013	Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price
$15.46 - $23.17	43	4.90	$	21.80	43	4.90	$	21.80
23.18 - 30.90	254	5.40	26.58		127	3.88	26.26
30.91 - 38.61	193	6.54	34.12		43	3.56	35.09
38.62 - 61.79	276	4.01	49.38		198	1.87	50.02
$15.46 - $61.79	766	5.16	$	36.41	411	2.98	$	38.16

General Restricted Stock Award Information

A summary of nonvested restricted stock awards and performance based restricted stock units for the year ended December 31, 2013, is presented below (in thousands, except fair value data):

	2013
	Shares		Weighted Average Grant Date Fair Value
Nonvested shares, beginning of year	1,611		$	28.97
Shares awarded	519		39.98
Shares vested	(482	)	27.98
Shares forfeited	(225	)	28.73
Nonvested shares, end of year	1,423		$	33.33

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Segment Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Segment Reporting Information [Line Items]
Revenue, Net	$ 1,536,169	$ 1,515,168	$ 1,503,116	$ 1,458,945	$ 1,462,198	$ 1,430,920	$ 1,465,083	$ 1,520,263	$ 6,013,398	$ 5,878,464	$ 5,896,606
Depreciation and amortization expense									(132,960)	(128,537)	(125,654)
Litigation And Other Professional Fees	2,150	(143,484)	(3,512)	(22,619)	(11,148)	(4,931)	(26,093)	(7,203)	(167,465)	(49,375)	(55,031)
Other miscellaneous charges, net									(99,802)	(65,713)	(16,093)
Operating Income (Loss)	143,574	(60,776)	106,680	108,376	113,132	125,041	56,337	115,825	297,854	410,335	402,661
Long Term Care Group [Member]
Segment Reporting Information [Line Items]
Revenue, Net									4,627,871	4,789,551	5,060,387
Depreciation and amortization expense									(71,310)	(69,582)	(64,589)
Litigation And Other Professional Fees									(167,465)	(49,175)	(55,031)
Other miscellaneous charges, net									(45,950)	(2,568)	(15,049)
Operating Income (Loss)									420,646	562,379	476,418
specialty care group [Member]
Segment Reporting Information [Line Items]
Revenue, Net									1,384,003	1,078,627	820,965
Depreciation and amortization expense									(4,539)	(8,431)	(8,638)
Litigation And Other Professional Fees									0	(200)	0
Other miscellaneous charges, net									0	0	0
Operating Income (Loss)									113,243	92,671	69,038
Corporate/Other [Member]
Segment Reporting Information [Line Items]
Revenue, Net									1,524	10,286	15,254
Depreciation and amortization expense									(57,111)	(50,524)	(52,427)
Litigation And Other Professional Fees									0	0	0
Other miscellaneous charges, net									(53,852)	(63,145)	(1,044)
Operating Income (Loss)									$ (236,035)	$ (244,715)	$ (142,795)

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Restructuring and Other Related Charges (Details) (USD $)	12 Months Ended	15 Months Ended	12 Months Ended
	Dec. 31, 2012 Restructuring and Other Related Charges [Member]	Sep. 30, 2013 Restructuring and Other Related Charges [Member]	Dec. 31, 2013 Company-wide Reorganization Plan [Member]	Dec. 31, 2012 Company-wide Reorganization Plan [Member]	Dec. 31, 2013 Company-wide Reorganization Plan [Member] Employee Severance [Member]	Dec. 31, 2012 Company-wide Reorganization Plan [Member] Employee Severance [Member]	Dec. 31, 2013 Company-wide Reorganization Plan [Member] employment agreement buy-outs [Member]	Dec. 31, 2012 Company-wide Reorganization Plan [Member] employment agreement buy-outs [Member]	Dec. 31, 2013 Company-wide Reorganization Plan [Member] Contract Termination [Member]	Dec. 31, 2012 Company-wide Reorganization Plan [Member] Contract Termination [Member]	Dec. 31, 2013 Company-wide Reorganization Plan [Member] Other assets, fees and facility exit costs [Member]	Dec. 31, 2012 Company-wide Reorganization Plan [Member] Other assets, fees and facility exit costs [Member]
Restructuring Cost and Reserve [Line Items]
Other Restructuring Costs				$ 281,000
Restructuring Charges	8,956,000	8,900,000		8,675,000		0		0		7,944,000		731,000
Restructuring liabilities [Roll Forward]
Restructuring liabilities, beginning			7,122,000	395,000	0	27,000	0	368,000	6,755,000	0	367,000	0
Restructuring liabilities, utilized			(2,614,000)	(1,948,000)	0	(27,000)	0	(368,000)	(2,309,000)	(1,189,000)	(305,000)	(364,000)
Restructuring liabilities, ending			4,508,000	7,122,000	0	0	0	0	4,446,000	6,755,000	62,000	367,000
Restructuring and Related Cost, Cost Incurred to Date			$ 11,900,000

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DEI Document (USD $)	12 Months Ended
	Dec. 31, 2013	Jan. 31, 2014	Jun. 30, 2013
Entity Registrant Name	OMNICARE INC
Entity Central Index Key	0000353230
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Document Type	10-K
Document Period End Date	Dec. 31, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Common Stock, Shares Outstanding		99,783,508
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float			$ 4,900,156,266

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Separation, Benefit Plan Termination (Notes)

12 Months Ended

Dec. 31, 2013

Separation, Benefit Plan Termination and Related Costs [Abstract]

Separation Benefit Plan Termination And Related Costs [Text Block]

Separation Costs:

During the year ended December 31, 2013, the Company recorded separation related costs for certain employees of approximately$6.8 million. During the year ended December 31, 2012, the Company recorded a $21.0 million charge in connection with the separation of certain executives of the Company, including charges resulting from the resignation of the Company's former Chief Executive Officer on June 10, 2012 and the separation of other executives in the first and third quarters. In the quarter and year ended December 31, 2011, the Company recorded a charge of approximately $1 million for restricted stock award amortization for a former executive. These charges, primarily related to severance and accelerated vesting of restricted stock, are reflected in the "Other charges" caption of the Consolidated Statements of Comprehensive Income (Loss).

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Stock Based Compensation Summary of Stock Option Activity (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Stock-Based Compensation [Abstract]
Options, outstanding, end of year (in shares)	766	2,099
Options, outstanding, end of year (in dollars per share)	$ 36.41	$ 41.09
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	82
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	$ 47.51
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	(770)
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price	$ 36.74
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period	(645)
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price	$ 52.62
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	411
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 38.16

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Earnings (Loss) Per Share Data (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Earnings (loss) per common share - Basic:
Income from continuing operations	$ 58,627	$ (69,351)	$ 47,302	$ 48,314	$ 53,169	$ 56,017	$ 12,623	$ 50,134	$ 84,892	$ 171,943	$ 142,779
Loss from discontinued operations	(142,323)	3,042	4,917	6,040	5,849	5,408	6,069	5,605	(128,324)	22,931	(55,855)
Net income (loss)	(83,696)	(66,309)	52,219	54,354	59,018	61,425	18,692	55,739	(43,432)	194,874	86,924
Common shares (in shares)	100,470,000	101,811,000	102,867,000	103,210,000	106,773,000	109,315,000	110,580,000	111,487,000	102,080,000	109,531,000	113,000,000
Basic earnings per share, continuing operations (per share)	$ 0.58	$ (0.68)	$ 0.46	$ 0.47	$ 0.50	$ 0.51	$ 0.11	$ 0.45	$ 0.83	$ 1.57	$ 1.26
Basic earnings per share, discontinued operations (per share)	$ (1.42)	$ 0.03	$ 0.05	$ 0.06	$ 0.05	$ 0.05	$ 0.05	$ 0.05	$ (1.26)	$ 0.21	$ (0.49)
Earnings Per Share, Basic	$ (0.83)	$ (0.65)	$ 0.51	$ 0.53	$ 0.55	$ 0.56	$ 0.17	$ 0.50	$ (0.43)	$ 1.78	$ 0.77
Effect of Dilutive Securities [Abstract]
Stock options, warrants and awards									0	0	0
Interest Income Convertible Securities									281	284	287
convertible debentures, common shares (in shares)									6,736,000	2,891,000	1,011,000
Stock options, warrants and awards, common shares (in shares)									633,000	566,000	770,000
Diluted EPS [Abstract]
Loss from discontinued operations	(142,323)	3,042	4,917	6,040	5,849	5,408	6,069	5,605	(128,324)	22,931	(55,855)
Net income plus assumed conversions									(43,151)	195,158	87,211
Diluted shares (in shares)	108,980,000	101,811,000	109,931,000	107,466,000	110,074,000	111,951,000	113,472,000	116,500,000	109,449,000	112,988,000	114,781,000
Diluted earnings per share, continuing operations plus assumed conversions (per share)	$ 0.54	$ (0.68)	$ 0.43	$ 0.45	$ 0.48	$ 0.50	$ 0.11	$ 0.43	$ 0.78	$ 1.52	$ 1.25
Diluted earnings per share, discontinued operations (per share)	$ (1.31)	$ 0.03	$ 0.04	$ 0.06	$ 0.05	$ 0.05	$ 0.05	$ 0.05	$ (1.17)	$ 0.20	$ (0.49)
Earnings Per Share, Diluted	$ (0.77)	$ (0.65)	$ 0.48	$ 0.51	$ 0.54	$ 0.55	$ 0.17	$ 0.48	$ (0.39)	$ 1.73	$ 0.76
Income from continuing operations plus assumed conversions									$ 85,173	$ 172,227	$ 143,066
Aggregate number of stock options, warrants and awards excluded from the computation of diluted EPS (in shares)									700,000	2,100,000	2,600,000
3.75% Convertible Senior Subordinated Notes, due 2025 [Member]
Diluted EPS [Abstract]
treasury stock method average share price to include dilutive securities									$ 27.11
4.00% Junior Subordinated Convertible Debentures, due 2033 [Member]
Diluted EPS [Abstract]
treasury stock method average share price to include dilutive securities									$ 40.82
3.25% Convertible Senior Debentures, Due 2035 [Member]
Diluted EPS [Abstract]
treasury stock method average share price to include dilutive securities									$ 77.88
3.75% Convertible Senior Subordinated Notes Due 2042 [Member]
Diluted EPS [Abstract]
treasury stock method average share price to include dilutive securities									$ 41.05
3.5% Convertible senior subordinated debt [Domain]
Diluted EPS [Abstract]
treasury stock method average share price to include dilutive securities									$ 70.00

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Current Fiscal Year End Date	--12-31
Net income (loss)	$ (43,432)	$ 194,874	$ 86,924
Loss from discontinued operations	128,324	(22,931)	55,855
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation expense	56,013	49,048	43,735
Amortization expense	76,947	79,489	81,919
Write off of Deferred Debt Issuance Cost	4,784	12,466	6,012
Debt redemption tender premium	0	0	(19,582)
Disposition of business	39,245	0	0
Losses on Extinguishment of Debt	51,496	35,092	0
Deferred Income Tax Expense (Benefit)	61,932	95,327	65,078
Changes in assets and liabilities, net of effects from acquisition and divestiture of businesses:
Accounts receivable and unbilled receivables, net of provision for doubtful accounts	77,441	74,220	101,621
Inventories	(138,028)	38,066	2,731
Other current and noncurrent assets	65,138	44,017	138,112
Accounts payable	(11,649)	(70,531)	28,580
Accrued employee compensation	(19,856)	12,895	1,647
Current and noncurrent liabilities	131,159	(7,403)	(46,484)
Net cash flows from operating activities of continuing operations	479,514	534,629	546,148
Net cash flows from operating activities of discontinued operations	(12,454)	9,855	3,874
Net cash flows from operating activities	467,060	544,484	550,022
Cash flows from investing activities:
Acquisition of businesses, net of cash received	(3,895)	(34,873)	(101,933)
Divestiture of business, net	11,658	19,207	13,099
Capital expenditures	(95,015)	(96,924)	(60,717)
Payments to Acquire Marketable Securities	(365)	(25,018)	0
Benefit Plan Termination and Other Related Costs	1,061	1,326	(275)
Other	0	(56)	(2,874)
Net cash flows used in investing activities of continuing operations	(86,556)	(136,338)	(152,700)
Net cash flows used in investing activities of discontinued operations	(1,007)	(2,996)	(2,711)
Net cash flows used in investing activities	(87,563)	(139,334)	(155,411)
Cash flows from financing activities:
Payments on Term A loan	(21,250)	(24,688)	(5,625)
Proceeds from long term borrowings and obligations	0	425,000	600,000
Payments on long-term borrowings and obligations	(192,322)	(453,573)	(776,996)
Option indexed to issuers equity cash paid	0	(48,126)	0
Fees paid for financing arrangements	(5,660)	(7,566)	(13,780)
Increase (decrease) in cash overdraft balance	473	(14,927)	11,674
Payments for Omnicare common stock repurchase (Note 2)	(220,971)	(388,968)	(140,127)
Proceeds (payments) for stock awards and exercise of stock options, net of stock tendered in payment	15,819	24,951	30,712
Dividends paid	(62,928)	(45,214)	(17,217)
Other	5,262	1,912	3,140
Net cash flows used in financing activities	(477,709)	(531,199)	(308,832)
Net Cash Provided by (Used in) Financing Activities, Continuing Operations	(481,577)	(531,199)	(308,219)
Cash Provided by (Used in) Financing Activities, Discontinued Operations	3,868	0	(613)
Net increase (decrease) in cash and cash equivalents	(98,212)	(126,049)	85,779
Less increase in cash and cash equivalents of discontinued operations	(9,593)	6,859	550
Increase (decrease) in cash and cash equivalents of continuing operations	(88,619)	(132,908)	85,229
Cash and cash equivalents at beginning of period	444,620	577,528	492,299
Cash and cash equivalents at end of period	$ 356,001	$ 444,620	$ 577,528

XML

Properties and Equipment (Notes)

12 Months Ended

Dec. 31, 2013

Properties and Equipment [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

A summary of properties and equipment follows (in thousands):

	December 31,
	2013			2012
Land	$	4,377		$	3,734
Buildings and building improvements	16,044			16,078
Computer equipment and software	284,173			273,132
Machinery and equipment	153,368			137,006
Furniture, fixtures and leasehold improvements	111,529			110,557
	569,491			540,507
Accumulated depreciation	(263,603		)	(267,647		)
	$	305,888		$	272,860

XML

Cash and Cash Equivalents (Notes)

12 Months Ended

Dec. 31, 2013

Cash and Cash Equivalents [Abstract]

Cash and Cash Equivalents Disclosure [Text Block]

A summary of cash and cash equivalents follows (in thousands):

	December 31,
	2013		2012
Cash	$	355,951	$	394,565
Money market funds	50		50,055
	$	356,001	$	444,620

See additional information at the “Description of Business and Summary of Significant Accounting Policies” and “Fair Value” notes.

XML

Commitments and Contingencies (Notes)

12 Months Ended

Dec. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Omnicare continuously evaluates contingencies based upon the best available information. The Company believes that liabilities have been recorded to the extent necessary in cases where the outcome is considered probable and reasonably estimable. To the extent that resolution of contingencies results in amounts that vary from the Company’s recorded liabilities, future earnings will be charged or credited accordingly.

On December 4, 2013, a complaint entitled United States, et al., ex rel. Raymond Dolan v. Omnicare, Inc., et al. was served on Omnicare. The initial complaint, filed under seal on January 19, 2010 in the U.S. District Court for the Northern District of Illinois, was brought by Raymond Dolan as a private party qui tam relator on behalf of the federal government and the States of Illinois and North Carolina. The relator filed a First Amended Complaint on February 11, 2014. The relator asserts violations of the federal False Claims Act and analogous state laws based upon allegations that the Company entered into contracts with certain customer facilities in Illinois that included pricing for pharmaceuticals below Average Wholesale Price as well as other discounted pricing in return for referrals of business, allegedly in violation of the Stark Law, Medicare regulations, and the Anti-Kickback Statute. The U.S. Department of Justice notified the court on September 13, 2013 that it declined to intervene. The Company believes that the allegations are without merit and intends to vigorously defend itself in this action.

On November 26, 2013, a complaint entitled United States, et al., ex rel. Frank Kurnik v. Amgen, Inc., Omnicare, Inc., PharMerica Corp., and Kindred Healthcare, Inc., No. 3:11-cv-01464-JFA, was unsealed by the U.S. District Court for the District of South Carolina. The U.S. Department of Justice has notified the court that it intervened against Omnicare for the purposes of settlement. The complaint alleges violations of the False Claims Act stemming from activities in connection with agreements it had with the manufacturer of the pharmaceutical Aranesp that allegedly violated the Anti-Kickback Statute. In a previous filing, prior to the complaint being unsealed, the Company disclosed the underlying investigation by the U.S. Department of Justice, through the U.S. Attorney’s Office for the District of South Carolina. The Company previously recorded a provision related to this matter. On November 20, 2013, the Company reached an agreement in principle, without admitting liability, with the U.S. Department of Justice, pursuant to which the Company will pay $4.2 million, plus reasonable attorneys’ fees, to settle the claims alleged in the complaint. This agreement in principle is subject to execution of definitive settlement documentation. The Company has updated the previous provision in its financial statements for the year ended December 31, 2013 to reflect the actual settlement amount and an estimate of legal fees. While the Company believes that a final settlement will be reached, there can be no assurance that any final settlement agreement will be executed or as to the final terms of such settlement.

On November 18, 2013, a complaint entitled United States, et al., ex rel. Fox Rx, Inc. v. Omnicare, Inc., NeighborCare, Inc., PharMerica, Corp, and Managed Health Care Associates, Inc., No. 1:12-CIV-0275 was served on Omnicare. The initial complaint was filed under seal on January 12, 2012 in the U.S. District Court for the Southern District of New York. The complaint was brought by Fox Rx., Inc. as a private party qui tam relator on behalf of the federal government and several states. The action alleges civil violations of the federal False Claims Act and analogous state laws based upon allegations that the Company dispensed certain brand medications in lieu of generic alternatives in violation of state board of pharmacy regulations or state Medicaid laws, and allegations that the Company dispensed expired medications in violation of Medicare regulations. The U.S. Department of Justice has notified the court that it declined to intervene in this action. The Company believes that the allegations are without merit and intends to vigorously defend itself in this action.

On July 29, 2013, a complaint entitled James D. “Buddy” Caldwell, Attorney General, ex rel. State of Louisiana v. Abbott Laboratories, Inc., et al., No. 603091, was served on Omnicare. The initial complaint was first filed against Abbott on June 30, 2011. Omnicare and other defendants were added on July 9, 2013. The complaint was brought by the Louisiana Attorney General alleging certain activities in connection with agreements Omnicare had with Abbott, the manufacturer of the pharmaceutical Depakote, violated the Louisiana Medical Assistance Program Integrity Laws and Unfair Trade Practices Act. On August 27, 2013, the Company removed this action to the United States District Court for the Middle District of Louisiana. On September 26, 2013, the State moved to remand the case to state court. The Company opposed the motion. The Company believes that the allegations are without merit and intends to vigorously defend itself in this action.

On May 23, 2013, a qui tam complaint entitled United States and the State of Illinois ex rel. Alan Litwiller v. Omnicare, Inc., No. 1:11-cv-08980, was unsealed by the U.S. District Court for the Northern District of Illinois, Eastern Division. The complaint was brought by Alan Litwiller as a private party qui tam relator on behalf of the federal government and the State of Illinois. The action alleges civil violations of the federal False Claims Act and analogous Illinois state law based upon allegations that the Company agreed to forego collection of certain debts, provided certain credits or refunds to customers, provided charitable donations to charities associated with certain customers, and provided other services below cost for referrals of business in violation of the Anti-Kickback Statute. The U.S. Department of Justice has notified the court that it declined to intervene in this action. On September 16, 2013, the Company filed a motion to dismiss the relator’s claims. The Company believes that the allegations are without merit and intends to vigorously defend itself in this action.

On March 22, 2013, a qui tam complaint entitled United States et al. ex rel. Susan Ruscher v. Omnicare, Inc. et al., Civil No. 08-cv-3396, which had been filed under seal in the U.S. District Court for the Southern District of Texas, was unsealed by the court. The complaint was brought by Susan Ruscher as a private party qui tam relator on behalf of the federal government and several state governments. The action alleges civil violations of the federal False Claims Act and analogous state laws based upon allegations that the Company’s practices relating to customer collections violated the Anti-Kickback Statute. The U.S. Department of Justice has notified the court that it declined to intervene in this action at this time. On September 6, 2013 the relator filed a Third Amended Complaint. On November 5, 2013, the Company filed a motion to dismiss the Third Amended Complaint. The Company believes that the allegations are without merit and intends to vigorously defend itself in this action.

On March 11, 2013, a qui tam complaint entitled United States et al. ex rel. Marc Silver v. Omnicare, Inc. et al. Civil No. 1:11-cv-01326, which had been filed under seal in the U.S. District Court for the District of New Jersey, was unsealed by the court. The complaint was brought by Marc Silver as a private party qui tam relator on behalf of the federal government and several state governments. The action alleges civil violations of the federal False Claims Act and analogous state laws based upon allegations that the Company provided certain customer facilities with discounts and other forms of remuneration in return for referrals of business in violation of the Anti-Kickback Statute. The U.S. Department of Justice has notified the court that it declined to intervene in this action. On August 30, 2013, the Company filed a motion to dismiss the complaint. On October 22, 2013, as part of the agreement in principle to settle the claims alleged in the Gale complaint (as described below), the Company agreed with the relator to settle certain federal claims alleged in the Silver complaint. The agreement in principle was not effectuated. On November 12, 2013, the relator filed his Third Amended Complaint and on December 6, 2013, the Company filed a Motion to Dismiss the Third Amended Complaint. On January 24, 2014, as part of the revised agreement in principle to settle the claims alleged in the Gale complaint, the Company agreed to pay $8.24 million and no attorneys’ fees to settle all state claims in the Silver complaint and the U.S. Department of Justice agreed to have all federal claims in the Silver complaint dismissed with prejudice. This agreement in principle is subject to approval by the federal and state governments and execution of definitive settlement documentation. While the Company believes that a final settlement will be reached, there can be no assurance that any final settlement agreement will be executed or as to the final terms of such settlement.

On October 5, 2011, a qui tam complaint, entitled United States ex rel. Donald Gale v. Omnicare, Inc., No. 1:10-cv-0127, was served on the Company. The case had been filed on January 19, 2010 under seal with the U.S. District Court for the Northern District of Ohio, Eastern Division. The complaint was unsealed by the court on June 9, 2011 after the U.S. Department of Justice notified the court that it has declined to intervene in this action. The complaint was brought by Donald Gale as a private party qui tam relator on behalf of the federal government. The action alleges civil violations of the False Claims Act based on allegations that the Company provided certain customer facilities with discounts and other forms of remuneration in return for referrals of business in violation of the Anti-Kickback Statute, and offered pricing terms in violation of the “most favored customer” pricing laws of various state Medicaid plans. The Company filed a motion to dismiss on January 27, 2012. On September 26, 2012, the court granted in part and denied in part the Company’s motion to dismiss. On October 22, 2013, the Company reached an agreement in principle, without admitting liability, with the relator, pursuant to which the Company agreed to pay $120 million, plus attorneys’ fees, to settle the relator’s alleged claims, as well as certain claims alleged in the Silver complaint (described above). On December 6, 2013, after approval by the U.S. Department of Justice, the Company and the relator executed settlement documentation. Prior to the case being dismissed, the court learned of a potential breach of the seal by the relator and potential misrepresentations by the relator and his attorneys and held a hearing on January 9, 2014 to reconsider the court’s prior order denying the Company’s motion for disqualification of the relator and dismissal of the action and the Company's additional motion for sanctions. Prior to the court’s decision on the reconsideration motion and a motion for sanctions against the relator and his attorneys, on January 24, 2014, the Company reached an agreement in principle, without admitting liability, with the U.S. Department of Justice (which moved to intervene in the case for the purpose of settlement), in which the Company agreed to pay $116 million and no attorneys’ fees to settle the claims alleged in the Gale complaint and to pay $8.24 million and no attorneys’ fees to settle all the state claims alleged in the Silver complaint and the U.S. Department of Justice agreed to have federal claims alleged in the Silver complaint dismissed with prejudice. In addition, the Company and the relator reached an agreement in principle pursuant to which the relator will pay the Company $4.24 million to settle the motion for sanctions. These agreements in principle are subject to approval by the federal and state governments and execution of definitive settlement documentation. The Company recorded a provision equal to the net settlement amount and an estimate of legal fees in its financial results for the year ended December 31, 2013. While the Company believes that a final settlement will be reached, there can be no assurance that any final settlement agreement will be executed or as to the final terms of such settlement.

On August 4, 2011, a qui tam complaint, entitled United States ex rel. Fox Rx, Inc. v. Omnicare, Inc. and Neighborcare, Inc., No. 1:11-cv-0962, which was filed under seal with the U.S. District Court for the Northern District of Georgia, was unsealed by the court. The U.S. Department of Justice declined to intervene in this action. The Company was served with the complaint on November 23, 2011. The complaint was brought by Fox Rx, Inc. as a private party qui tam relator on behalf of the federal government. The action alleges civil violations of the False Claims Act based on allegations that the Company billed Medicare Part D for medically unnecessary antipsychotic drugs, increased the dispensing fees by artificially shortening the supply of prescribed medication, submitted claims for antipsychotic drugs without complying with Fox Rx, Inc.’s prior approval requirements, and waived or failed to collect copayments from patients to induce the use of prescription drugs. The Company filed a motion to dismiss on December 21, 2011. On August 29, 2012, the court granted the Company’s motion to dismiss, though granting leave to replead certain counts. On September 18, 2012, the relator filed a Third Amended Complaint reasserting its claims regarding copayments and antipsychotic drugs. On October 2 and 5, 2012, the Company filed motions to dismiss the Third Amended Complaint. On May 17, 2013, the court granted in part and denied in part the Company’s motions to dismiss. The court dismissed all claims except those related to prescriptions filled for Fox patients between 2009 and 2010. On December 2, 2013, the Company filed a motion for summary judgment on all remaining claims in the case. The Company believes that the allegations are without merit and intends to vigorously defend itself in this action.

On August 24, 2011, a class action complaint entitled Ansfield v. Omnicare, Inc., et al. was filed on behalf of a putative class of all purchasers of the Company’s common stock from January 10, 2007 through August 5, 2010 against the Company and certain of its current and former officers in the U.S. District Court for the Eastern District of Kentucky, alleging violations of federal securities laws in connection with alleged false and misleading statements with respect to the Company’s compliance with federal and state Medicare and Medicaid laws and regulations. On October 21, 2011, a class action complaint entitled Jacksonville Police & Fire Pension Fund v. Omnicare, Inc. et al. was filed on behalf of the same putative class of purchasers as is referenced in the Ansfield complaint, against the Company and certain of its current and former officers, in the U.S. District Court for the Eastern District of Kentucky. Plaintiffs allege substantially the same violations of federal securities law as are alleged in the Ansfield complaint. Both complaints seek unspecified money damages. The court has appointed lead counsel and a consolidated amended complaint was filed on May 11, 2012. The Company filed a motion to dismiss on July 16, 2012. On March 27, 2013, the court granted the Company’s motion to dismiss and dismissed all claims with prejudice. On April 26, 2013, the plaintiffs filed a notice of appeal to the U.S. Court of Appeals for the Sixth Circuit appealing the District Court’s order dismissing the complaint with prejudice. The parties completed oral argument before the Sixth Circuit on January 30, 2014. The Company believes that the allegations are without merit and intends to vigorously defend itself in this action.

On October 29, 2010, a qui tam complaint entitled United States et al., ex rel. Banigan and Templin v. Organon USA, Inc., Omnicare, Inc. and PharMerica, Inc., Civil No. 07-12153-RWZ, that had been filed under seal with the U.S. District Court in Boston, Massachusetts, was ordered unsealed by the court. The complaint was brought by James Banigan and Richard Templin, former employees of Organon, as private party qui tam relators on behalf of the federal government and several state and local governments. The action alleges civil violations of the False Claims Act based on allegations that Organon USA, Inc. and its affiliates paid the Company and several other long-term care pharmacies rebates, post-purchase discounts and other forms of remuneration in return for purchasing pharmaceuticals from Organon and taking steps to increase the purchase of Organon’s drugs in violation of the Anti-Kickback Statute. The U.S. Department of Justice declined to intervene in this action. The court denied the Company’s motion to dismiss on June 1, 2012. Discovery is ongoing in this matter. The Company believes that the allegations are without merit and intends to vigorously defend itself in this action.

The Drug Enforcement Administration (“DEA”) investigated alleged errors and deficiencies in paperwork requirements for controlled substance dispensing at several of the Company’s pharmacies in Ohio and the United States Attorney’s Office, Northern District of Ohio (“AUSA”), conducted an investigation relating to this matter. The AUSA conducted a criminal investigation of several current and former employees in connection with the DEA audits. The Company recorded a provision for this matter in the quarters ended December 31 and June 30, 2011 and December 31, 2010. On May 10, 2012, the Company agreed to a nationwide settlement of all matters subject to the DEA investigation in exchange for a payment of $50 million. The settlement included a release of all Omnicare owned pharmacies, all Omnicare joint venture pharmacies, and all present and former directors, officers, and employees from any civil penalty claim, or any administrative action, including denial, suspension, or revocation of any DEA registration, related to the subject matter of the investigation. The Company and current and former employees are no longer the subject of a criminal investigation by the AUSA in connection with the DEA audits.

The U.S. Department of Justice, through the U.S. Attorney’s Office for the Western District of Virginia, is investigating whether the Company’s activities in connection with agreements it had with the manufacturer of the pharmaceutical Depakote violated the False Claims Act or the Anti-Kickback Statute. The Company is cooperating with this investigation and believes that it has complied with applicable laws and regulations with respect to this matter.

The U.S. Department of Justice is investigating whether certain of the Company's practices relating to customer collections violated the False Claims Act or the Anti-Kickback Statute.  The Company is cooperating with this investigation and believes that it has complied with applicable laws and regulations with respect to this matter.

On April 14, 2010, a purported shareholder derivative action, entitled Manville Personal Injury Settlement Trust v. Gemunder, et al., Case No. 10-CI-01212, was filed in Kentucky State Court, against members of the Board and certain current and former officers of the Company, individually, purporting to assert claims for breach of fiduciary duty, unjust enrichment, gross mismanagement, and waste of corporate assets arising out of alleged violations of federal and state laws prohibiting the payment of illegal kickbacks and the submission of false claims in connection with the Medicare and Medicaid healthcare programs. Plaintiff alleges that the Board and senior management caused the Company to violate these laws, which has resulted in over $100 million in fines and penalties paid by Omnicare and exposed the Company and certain individual defendants to potential civil and criminal liability. On April 27, 2011 the court entered an order denying defendants’ motion to dismiss the complaint for failure to make a pre-suit demand and failure to state a claim. Defendants filed a notice of appeal from the decision in the Kentucky Court of Appeals, and plaintiff moved to dismiss that appeal on the grounds that the order denying defendants’ motion to dismiss is not subject to an immediate appeal under Kentucky law. On October 6, 2011, the Kentucky Court of Appeals granted plaintiff’s motion on the grounds that the appeal was premature. The individual defendants have denied all allegations of wrongdoing. On August 8, 2013, the parties entered into a definitive agreement to settle the claims asserted by plaintiff and on October 29, 2013, after holding a hearing, the court approved the settlement and dismissed the case. The settlement provides for, among other things: (i) the release by plaintiff and the Company of all claims that have been or could have been asserted against the individual defendants arising out of or relating to the subject matter of the action; (ii) an explicit disclaimer of wrongdoing or liability on the part of the individual defendants; and (iii) the adoption or continuation by the Company of certain corporate governance measures, as well as the creation of a settlement fund, funded by insurance proceeds in the amount of $16.7 million (less plaintiff’s reasonable attorney fees), to be used by the Company over four years following the effective date of the settlement to implement, among other things, such corporate governance measures.

On January 8, 2010, a qui tam complaint, entitled United States et al., ex rel. Resnick and Nehls v. Omnicare, Inc., Morris Esformes, Phillip Esformes and Lancaster Ltd. d/b/a Lancaster Health Group, No. 1:07cv5777, that was filed under seal with the U.S. District Court in Chicago, Illinois was unsealed by the court. The U.S. Department of Justice and the State of Illinois have notified the court that they have declined to intervene in this action. The complaint was brought by Adam Resnick and Maureen Nehls as private party qui tam relators on behalf of the federal government and two state governments. The action alleges civil violations of the federal False Claims Act and certain state statutes based on allegations that Omnicare acquired certain institutional pharmacies at above-market rates in violation of the Anti-Kickback Statute and applicable state statutes. On December 1, 2010, Resnick filed a motion to withdraw as a relator, which the court granted on December 14, 2010. The Company recorded a provision for this matter in the quarter ended June 30, 2012. On June 24, 2013 the Company entered into an agreement with the remaining relator to voluntarily dismiss the action and made settlement payments in an aggregate amount of approximately $20 million. The U.S. Department of Justice and named states consented to the dismissal. On July 11, 2013, the court granted the relator’s stipulated motion to voluntarily dismiss the claims against the Company.

On June 11, 2010, a qui tam complaint, entitled United States ex rel. Stone v. Omnicare Inc., No. 1:09cv4319, that was filed under seal with the U.S. District Court in Chicago, Illinois was unsealed by the court. The U.S. Department of Justice and the various states named in the complaint have notified the court that they have declined to intervene in this action. The complaint was brought by John Stone, the Company’s former Vice President of Internal Audit, as a private party qui tam relator on behalf of the federal government and several state governments. The action alleges civil violations of the False Claims Act and certain state statutes based on allegations that the Company submitted claims for reimbursement for certain ancillary services that did not conform with Medicare and Medicaid regulations, submitted claims for reimbursement from newly acquired pharmacies that were in violation of certain Medicaid and Medicare regulations, violated certain FDA regulations regarding the storage and handling of a particular drug, and violated certain Medicaid billing regulations relating to usual and customary charges. The relator also asserts against the Company a retaliatory discharge claim under the False Claims Act. Following the court’s order dismissing some claims with prejudice, on September 15, 2011, the relator filed an Amended Complaint in which he (i) repeated his claim that the Company submitted false claims for certain ancillary services that did not conform with Medicare and Medicaid regulations, (ii) included a new claim that the Company submitted false claims to the Nevada Medicaid program for a particular drug, and repeated his retaliatory discharge claim. The Company filed a motion to dismiss the Amended Complaint on November 15, 2011. The relator filed a response in opposition to that motion and on April 24, 2012, the court granted the Company’s motion to dismiss without prejudice all claims except the retaliatory discharge claim. On May 29, 2012, the relator filed a Second Amended Complaint. The Company filed a motion to dismiss on June 28, 2012 and on November 20, 2012 the court granted the Company’s motion to dismiss with prejudice all claims except the retaliatory discharge claim. The Company filed its Answer to the remaining claim on December 11, 2012. The parties entered into an agreement to settle the remaining claim. On April 15, 2013, the court granted the parties’ stipulation of dismissal with prejudice as to the relator and without prejudice as to the government.

On November 19, 2010, the Company was served with a second amended qui tam complaint entitled United States ex rel. Rostholder v. Omnicare, Inc. and Omnicare Distribution Center, LLC f/k/a Heartland Repack Services LLC, No. CCB-07-1283, which was filed under seal with the U.S. District Court in Baltimore, Maryland in May 2007. The U.S. Department of Justice notified the court on April 22, 2009 that it declined to intervene in this action. The complaint was brought by Barry Rostholder as a private party qui tam relator on behalf of the federal government and several state and local governments. The action, in general, alleges civil violations of the False Claims Act based on allegations that the Company submitted claims for reimbursement for drugs that were repackaged at its Heartland repackaging facility in violation of certain FDA regulations. These allegations arise from the previously disclosed issues experienced by the Company at its Heartland repackaging facility, which suspended operations in 2006. On September 30, 2011, the Company filed a motion to dismiss the lawsuit in its entirety. On August 14, 2012, the court granted the Company’s motion with prejudice as to the relator and without prejudice as to the United States. The relator filed an amended motion for reconsideration on September 10, 2012. On October 19, 2012, the court denied the relator’s motion to reconsider. On November 16, 2012, the relator filed a Notice of Appeal to the U.S. Court of Appeals for the Fourth Circuit from the District Court’s denial of the motion to reconsider and granting of the Company’s motion to dismiss. The appeal of this matter has been submitted for decision to the Fourth Circuit. The Company believes that the allegations are without merit and intends to vigorously defend itself in this action.

As part of the previously disclosed civil settlement agreement entered into by the Company with the U.S. Attorney’s Office, District of Massachusetts in November 2009, the Company also entered into an amended and restated corporate integrity agreement (“CIA”) with the Department of Health and Human Services Office of the Inspector General (“OIG”) with a term of five years from November 2, 2009. Pursuant to the CIA, the Company is required, among other things, to (i) create procedures designed to ensure that each existing, new or renewed arrangement with any actual or potential source of health care business or referrals to Omnicare or any actual or potential recipient of health care business or referrals from Omnicare does not violate the Anti-Kickback Statute, 42 U.S.C. (§) 1320a-7b(b) or related regulations, directives and guidance, including creating and maintaining a database of such arrangements; (ii) retain an independent review organization to review the Company’s compliance with the terms of the CIA and report to OIG regarding that compliance; and (iii) provide training for certain Company employees as to the Company’s requirements under the CIA. The requirements of the Company’s prior corporate integrity agreement obligating the Company to create and maintain procedures designed to ensure that all therapeutic interchange programs are developed and implemented by Omnicare consistent with the CIA and federal and state laws for obtaining prior authorization from the prescriber before making a therapeutic interchange of a drug and to maintain procedures for the accurate preparation and submission of claims for federal health care program beneficiaries in hospice programs, have been incorporated into the amended and restated CIA without modification. The requirements of the CIA have resulted in increased costs to maintain the Company’s compliance program and greater scrutiny by federal regulatory authorities. Violations of the CIA could subject the Company to significant monetary penalties. Consistent with the CIA, the Company is reviewing its contracts to ensure compliance with applicable laws and regulations. As a result of this review, pricing under certain of its consultant pharmacist services contracts has increased and will continue to increase, and these price increases have resulted and may continue to result in the loss of certain contracts.

In February 2006, two substantially similar putative class action lawsuits were filed in the U.S. District Court for the Eastern District of Kentucky, and were consolidated and entitled Indiana State Dist. Council of Laborers & HOD Carriers Pension & Welfare Fund v. Omnicare, Inc., et al., No. 2:06cv26. The amended consolidated complaint was filed against Omnicare, three of its officers and two of its directors and purported to be brought on behalf of all open-market purchasers of Omnicare common stock from August 3, 2005 through July 27, 2006, as well as all purchasers who bought their shares in the Company’s public offering in December 2005. The complaint contained claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (and Rule 10b-5) and Section 11 of the Securities Act of 1933 and sought, among other things, compensatory damages and injunctive relief. Plaintiffs alleged that Omnicare (i) artificially inflated its earnings (and failed to file GAAP-compliant financial statements) by engaging in improper generic drug substitution, improper revenue recognition and overvaluation of receivables and inventories; (ii) failed to timely disclose its contractual dispute with UnitedHealth Group Inc.; (iii) failed to timely record certain special litigation reserves; and (iv) made other allegedly false and misleading statements about the Company’s business, prospects and compliance with applicable laws and regulations. The defendants filed a motion to dismiss the amended complaint on March 12, 2007, and on October 12, 2007, the district court dismissed the case. On November 9, 2007, plaintiffs appealed the dismissal to the U.S. Court of Appeals for the Sixth Circuit. On October 21, 2009, the Sixth Circuit Court of Appeals generally affirmed the district court’s dismissal, dismissing plaintiff’s claims for violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5. However, the appellate court reversed the dismissal for the claim brought for violation of Section 11 of the Securities Act of 1933, and returned the case to the district court for further proceedings. On July 14, 2011, the district court granted plaintiffs’ motion to file a third amended complaint. This complaint asserts a claim under Section 11 of the Securities Act of 1933 on behalf of all purchasers of Omnicare common stock in the December 2005 public offering. The new complaint alleges that the 2005 registration statement contained false and misleading statements regarding Omnicare’s policy of compliance with all applicable laws and regulations with particular emphasis on allegations of violation of the federal Anti-Kickback Statute in connection with three of Omnicare’s acquisitions, Omnicare’s contracts with two of its suppliers and its provision of pharmacist consultant services. On August 19, 2011, the defendants filed a motion to dismiss the plaintiffs’ most recent complaint and on February 13, 2012 the district court dismissed the case and struck the case from the docket. On March 12, 2012, the plaintiffs filed a notice of appeal in the U.S. Court of Appeals for the Sixth Circuit. On May 23, 2013, the U.S. Court of Appeals affirmed in part and reversed and remanded in part the dismissal of the plaintiffs’ complaint. On June 6, 2013, the Company petitioned the Court of Appeals for a rehearing en banc. The petition for rehearing en banc was denied on July 23, 2013. On October 4, 2013 the Company filed a petition for writ of certiorari in the United States Supreme Court.

On February 13, 2006, two substantially similar shareholder derivative actions, entitled Isak v. Gemunder, et al., and Fragnoli v. Hutton, et al., were filed in Kentucky State court against certain current and former members of Omnicare’s board of directors, individually, purporting to assert claims for breach of fiduciary duty, abuse of control, gross mismanagement, waste of corporate assets and unjust enrichment arising out of the Company’s alleged violations of federal and state health care laws based upon the same purportedly improper generic drug substitution that is the subject of the HOD Carriers class action described above. The Isak and Fragnoli cases were subsequently consolidated under Case No. 06-CI-00389 and given the caption In re Omnicare, Inc. Derivative Litigation. The plaintiffs’ amended complaint sought, among other things, damages, restitution and injunctive relief. The individual defendants have denied all allegations of wrongdoing. In 2007, the individual defendants moved to dismiss the plaintiffs’ amended complaint in its entirety. Following briefing, a hearing on that motion was held on August 21, 2007. On October 7, 2013, the parties entered into a definitive agreement to settle the claims asserted by plaintiffs. On December 3, 2013 the court, after holding a hearing, approved the settlement and dismissed the case. The settlement agreement provides for, among other things, the release by the plaintiffs and the Company of all claims that have been or could have been asserted against the individual defendants arising out of or relating to the subject matter of the action and an explicit disclaimer of wrongdoing or liability on the part of the individual defendants.

The years ended December 31, 2013, 2012 and 2011 included a $167.5 million, $49.4 million and $55.0 million charge, respectively, reflected in “Settlement, litigation and other related charges” on the Consolidated Statements of Comprehensive Income (Loss), primarily for estimated litigation and other related settlements and associated professional expenses for resolution of certain regulatory matters with the federal government and various states and a qui tam lawsuit, certain large customer disputes, the investigation by the federal government and certain states relating to drug substitutions and costs associated with the purported class and derivative actions against the Company.  In connection with Omnicare's participation in Medicare, Medicaid and other healthcare programs, the Company is subject to various inspections, audits, inquiries and investigations by governmental/regulatory authorities responsible for enforcing the laws and regulations to which the Company is subject.  Further, the Company maintains a compliance program which establishes certain routine periodic monitoring of the accuracy of the Company's billing systems and other regulatory compliance matters and encourages the reporting of errors and inaccuracies.  As a result of the compliance program, Omnicare has made, and will continue to make, disclosures to the applicable governmental agencies of amounts, if any, determined to represent over-payments from the respective programs and, where applicable, those amounts, as well as any amounts relating to certain inspections, audits, inquiries and investigations activity are included in “Settlement, litigation and other related charges” on the Consolidated Statements of Comprehensive Income (Loss).

Although the Company cannot know the ultimate outcome of the matters described in the preceding paragraphs other than as disclosed, there can be no assurance that the resolution of these matters will not have a material adverse impact on the Company’s consolidated results of operations, financial position or cash flows or, in the case of other billing matters, that these matters will be resolved in an amount that would not exceed the amount of the pretax charges previously recorded by the Company.

As part of its ongoing operations, the Company is subject to various inspections, audits, inquiries, investigations and similar actions by third parties, as well as governmental/regulatory authorities responsible for enforcing the laws and regulations to which the Company is subject. Further, under the federal False Claims Act, private parties have the right to bring qui tam, or “whistleblower,” suits against companies that submit false claims for payments to, or improperly retain overpayments from, the government. Some states have adopted similar state whistleblower and false claims provisions. In addition to the inquiries discussed above, the Company from time to time receives government inquiries from federal and state agencies regarding compliance with various healthcare laws. The Company is also involved in various legal actions arising in the normal course of business. At any point in time, the Company is in varying stages of discussions on these matters. Omnicare records accruals for such contingencies to the extent that the Company concludes that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These matters are continuously being evaluated and, in many cases, are being contested by the Company and the outcome is not predictable. The inherently unpredictable nature of legal proceedings may be exacerbated by various factors from time to time, including: (i) the damages sought in the proceedings are unsubstantiated or indeterminate; (ii) discovery is not complete; (iii) the proceeding is in its early stages; (iv) the matters present legal uncertainties; (v) there are significant facts in dispute; (vi) there are a large number of parties (including where it is uncertain how liability, if any, will be shared among multiple defendants); or (vii) there is a wide range of potential outcomes. With respect to violations of the False Claims Act, treble damages and/or additional penalties per claim will apply. Consequently, unless otherwise stated, no estimate of the possible loss or range of loss in excess of the amounts accrued, if any, can be made at this time regarding the matters described above. Further, there can be no assurance that the ultimate resolution of these matters, individually or in the aggregate, will not have a material adverse effect on the Company’s consolidated results of operations, financial position or cash flows.

The Company indemnifies its directors and officers for certain liabilities that might arise from the performance of their job responsibilities for the Company.  Additionally, in the normal course of business, the Company enters into contracts that contain a variety of representations and warranties and which provide general indemnifications.  The Company’s maximum exposure under these arrangements is unknown, as this involves the resolution of claims made, or future claims that may be made, against the Company, its directors and/or officers, the outcomes of which are unknown and not currently predictable.  Accordingly, no liabilities have been recorded for the indemnifications.

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Employee Benefit Plans (Notes)

12 Months Ended

Dec. 31, 2013

Employee Benefit Plans [Abstract]

Compensation and Employee Benefit Plans [Text Block]

The Company has various defined contribution savings plans under which eligible employees can participate by contributing a portion of their salary for investment, at the direction of each employee, in one or more investment funds.  Several of the plans were adopted in connection with certain of the Company’s acquisitions.  The plans are primarily tax-deferred arrangements pursuant to Internal Revenue Code (“IRC”) Section 401(k) and are subject to the provisions of the Employee Retirement Income Security Act (“ERISA”).  The Company matches employee contributions in varying degrees in cash, in accordance with the applicable plan provisions, based on the contribution levels of the employees, as specified in the respective plan documents.  Expense relating primarily to the Company’s matching contributions for these defined contribution plans for the years ended December 31, 2013, 2012 and 2011 was $11.3 million, $8.1 million and $5.7 million, respectively.

Effective January 1, 2013, the Company has a nonqualified Deferred Compensation Plan (“Deferred Plan”) for highly compensated employees of the Company that allows them to annually defer up to 50% of their base salary and up to 100% of their annual bonus. The Company makes a matching contribution on behalf of the participants equal to 50% of the participant’s contribution for the year up to a maximum of 6% of the participant’s eligible compensation. The Deferred Plan also permits the Company to make discretionary contributions on behalf of the participants. Employee contributions vest immediately, Company contributions vest ratably based on the participant’s years of service with the amount becoming fully vested upon the participant completing five years of service. Expense related to the Company’s matching contributions for the Deferred Plan for the year ended December 31, 2013 was not significant.

The Company has a non-contributory, defined benefit pension plan covering certain corporate headquarters employees and the employees of several companies sold by the Company in 1992, for which benefits ceased accruing upon the sale (the “Qualified Plan”).  Benefits accruing under this plan to corporate headquarters employees were fully vested and frozen as of January 1, 1994.

The Qualified Plan is funded with an irrevocable trust, which consists of assets held in the Vanguard Intermediate Term Treasury Fund Admiral Shares fund (“Vanguard Fund”), a mutual fund holding U.S. Treasury obligations.  In addition, the Company had established rabbi trusts, which were also held in the Vanguard Fund, to provide for retirement obligations under the excess benefit plan (“EBP”) which were paid out in 2011.  The Company’s investment strategy generally targets investing in intermediate U.S. government and agency securities funds, seeking a moderate and sustainable level of current income by investing primarily in intermediate-term U.S. Treasury obligations with a low credit default risk. The Company’s general approach is to fund its pension obligations in accordance with the funding provisions of ERISA.

The Qualified Plan is immaterial to the Company’s financial position overall and the amounts recorded in net periodic pension cost were $0.4 million, $0.3 million and $0.1 million for the years ended December 31, 2013, 2012 and 2011, respectively. The estimated amount of net loss in accumulated other comprehensive income expected to be recognized as a component of net periodic pension cost during 2014 is not significant. The projected and accumulated benefit obligation was $6.3 million and $7.2 million as of December 31, 2013 and 2012, respectively based on a discount rate of 4.7% for 2013 and 3.8% for 2012 . In addition the expected long term rate of return on assets was 4.0%, 6.0% and 6.0% for the years ended December 31, 2013, 2012, and 2011, respectively. The fair value of plan assets was $4.4 million as of December 31, 2013 and $4.5 million as of December 31, 2012. No significant funding is anticipated to be necessary in 2014 relating to the Qualified Plan and contributions to the plan were $0.2 million, for each of the years ended December 31, 2013, and 2012. Projected benefit payments for each of the next five fiscal years and in the aggregate for the years thereafter as of December 31, 2013 are estimated at approximately $0.4 million per year through 2022. The Qualified Plan has a projected benefit obligation in excess of plan assets of $1.9 million and $2.6 million as of December 31, 2013 and 2012, respectively, which are recorded in the Consolidated Balance Sheet as a noncurrent liability.

The Company also had an EBP that provided retirement payments to certain headquarters employees in amounts generally consistent with what they would have received under the Qualified Plan.  The retirement benefits provided by the EBP are generally comparable to those that would have been earned in the Qualified Plan, if payments under the Qualified Plan were not limited by the IRC.  On September 30, 2010, the Company terminated the defined benefit portion of its Excess Benefit Plan, which was not a qualified plan under the IRC.  As a result of the termination, each active participant’s terminated plan liability was determined, based primarily on the participant’s compensation and duration of employment, as of September 30, 2010.  Partial payments were made to non-active participants through September 30, 2010, with the final payments made in September 2011.

Approximately $75 million of payments were made during 2011 to former plan participants, primarily to three former executives (Joel F. Gemunder, Cheryl D. Hodges and Patrick E. Keefe) using funds obtained upon the liquidation of rabbi trust assets.  In addition, under the terms of the related separation agreements, Mr. Gemunder and Ms. Hodges earned interest on their unpaid benefit plan amounts at a rate of 8.75% per annum until the final payments were made in February 2011.

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Employee Benefit Plans (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Employee Benefit Plans [Abstract]
Current Fiscal Year End Date	--12-31
Defined Contribution Plan, Cost Recognized	$ 11.3	$ 8.1	$ 5.7
Defined Benefit Plan, Benefits Paid			75
Agreed upon separation agreement % interest earned on unpaid benefits for former President and Senior VP and Secretary			8.75%
Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets, Aggregate Projected Benefit Obligation	$ 0.4

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Leasing Arrangements

12 Months Ended

Dec. 31, 2013

Leases [Abstract]

Leases of Lessee Disclosure [Text Block]

The Company has operating leases that cover various operating and administrative facilities and certain operating equipment.  In most cases, the Company expects that these leases will be renewed, or replaced by other operating leases, in the normal course of business.  There are no significant contingent rentals in the Company’s operating leases.  Omnicare, Inc. routinely guarantees many of the lease obligations of its subsidiaries in the normal course of business.

The following is a schedule of future minimum rental payments required under operating leases that have initial or remaining non-cancelable terms in excess of one year as of December 31, 2013 (in thousands):

Year ended
December 31,
2014	$	26,113
2015	19,447
2016	18,147
2017	14,264
2018	10,587
Later years	21,086
Total minimum payments required	$	109,644

Aggregate minimum rentals scheduled to be received in the future under non-cancelable subleases as of December 31, 2013, which would serve to partially reduce the total minimum payments required as presented in the table above, are not significant.

Total rent expense under operating leases for the years ended December 31, 2013, 2012 and 2011 was $48 million, $54 million and $52 million, respectively.

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Cash and Cash Equivalents (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Cash and Cash Equivalents [Abstract]
Cash	$ 355,951	$ 394,565
Money Market Funds, at Carrying Value	50	50,055
Cash and Cash Equivalents, at Carrying Value	$ 356,001	$ 444,620	$ 577,528	$ 492,299

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Goodwill and Other Intangible Assets (Notes)

12 Months Ended

Dec. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

Changes in the carrying amount of goodwill, by business segment, are as follows (in thousands):

	LTC			SCG		Total
Goodwill balance as of January 1, 2012	$	3,564,486		$	490,437	$	4,054,923
Goodwill acquired in the year ended December 31, 2012	21,184			—		21,184
Disposition of businesses	(14,258		)	—		(14,258		)
Other	(546		)	—		(546		)
Goodwill balance as of December 31, 2012	3,570,866			490,437		4,061,303
Goodwill acquired in the year ended December 31, 2013	—			—		—
Disposition of businesses	(4,145		)	—		(4,145		)
Other	298			—		298
Goodwill balance as of December 31, 2013	$	3,567,019		$	490,437	$	4,057,456

The “Other” caption above includes the settlement of acquisition matters relating to prior-year acquisitions.  “Other” also included the effect of adjustments due to foreign currency translations, which related primarily to the Company's pharmacy that was located in Canada, which was included in LTC and was disposed of in the third quarter of 2012.

The Company performed its annual goodwill impairment analysis for the year ended December 31, 2013 in accordance with the authoritative guidance on goodwill impairment. The Company performed a quantitative step one goodwill impairment test as part of its 2013 annual assessment. The estimated fair value of the Company's reporting units was based on discounted cash flows, which required significant management judgment, as well as a market approach that compared the reporting units' earnings and revenue multiples to those of comparable public companies. For the Company's continuing operations, the outcome of step one resulted in a fair value that was greater than the carrying value, indicating that goodwill was not impaired.

In the year ended December 31, 2012, the Company's impairment analysis included an assessment of qualitative factors to determine whether it is more likely than not that the fair value of the reporting units is less than their carrying amounts. The impairment analysis involves an assessment of certain qualitative factors including, but not limited to, macroeconomic, industry and market conditions; cost factors that have a negative effect on earnings; overall financial performance; the movement of the Company's share price; and other relevant entity and reporting unit specific events. This assessment includes the determination of the likely effect of each factor on the fair value of each reporting unit. Although the Company believes the factors considered in the impairment analysis are reasonable, significant changes in any of the assumptions could produce a significantly different result. Based on the Company's annual goodwill impairment analysis for the years ended December 31, 2012, Omnicare concluded that goodwill had not been impaired.

The table below presents the Company’s other identifiable intangible assets, all of which are subject to amortization, except trademark and trade names as described below (in thousands):

				December 31, 2013
	Original Amortization Life (in years)			Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer relationship assets	6	—	15	$	318,281	$	(211,191	)	$	107,090
Trademarks and trade names		—	(a)	13,972		(1,496		)	12,476
Non-compete agreements	2	—	15	24,991		(14,970		)	10,021
Other	4	—	4	387		—			387
Total				$	357,631	$	(227,657	)	$	129,974
				December 31, 2012
	Original Amortization Life (in years)			Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer relationship assets	6	—	15	$	324,632	$	(186,736	)	$	137,896
Trademarks and trade names		—	(a)	16,166		(2,434		)	13,732
Non-compete agreements	2	—	15	29,042		(15,571		)	13,471
Total				$	369,840	$	(204,741	)	$	165,099

(a)Certain of Omnicare's trademarks and trade names are amortized over their useful lives ranging up to five years.

The remainder have indefinite useful lives as further discussed below. The value of intangible assets with indefinite lives is $11.7 million as of December 31, 2013 and 2012.

Amortization expense related to identifiable intangible assets was $32.9 million, $38.6 million and $37.4 million for the years ended December 31, 2013, 2012 and 2011, respectively.  Omnicare’s trademarks and trade names primarily constitute identifiable intangible assets with indefinite useful lives.  Accordingly, these trademarks and trade names are not amortized, but are reviewed annually for impairment.  The Company performed its annual assessment for the year ended December 31, 2013 and 2012 and concluded that these assets had not been impaired. See the "Discontinued Operations" note for further details of the impairment taken on the Hospice business. The fair value at December 31, 2013 and 2012 was determined using projected revenue and cash flows developed by the Company (Level 3 inputs).

Estimated annual amortization expense for intangible assets subject to amortization at December 31, 2013 for the next five fiscal years is as follows (in thousands):

Year ended	Amortization
December 31,	Expense
2014	$	31,238
2015	30,228
2016	19,957
2017	11,894
2018	9,291

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Fair Value

12 Months Ended

Dec. 31, 2013

Fair Value [Abstract]

Fair Value Disclosures [Text Block]

The Company’s assets and (liabilities) measured at fair value were as follows (in thousands):

			Based on
	Fair Value		Quoted Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
December 31, 2013
Assets and (Liabilities) Measured at Fair Value on a Recurring Basis:
Bond Portfolio (1)	$	25,140	$	—	$	25,140	$	—
7.75% interest rate swap agreement - fair value hedge (2)	18,671		—		18,671		—
Derivatives (3)	—		—		—		—
Total	$	43,811	$	—	$	43,811	$	—
December 31, 2012
Assets and (Liabilities) Measured at Fair Value on a Recurring Basis:
Bond Portfolio (1)	$	24,887	$	—	$	24,887	$	—
7.75% interest rate swap agreement - fair value hedge (2)	46,090		—		46,090		—
Derivatives (3)	—		—		—		—
Total	$	70,977	$	—	$	70,977	$	—

See further discussion of Omnicare’s application of the authoritative guidance for fair value measurements, including clarification of Levels 1, 2 and 3, at the “Fair Value of Financial Instruments” caption of the “Description of Business and Summary of Significant Accounting Policies” note.

(1) The bond portfolio is presented in "Other Current Assets" and is representative of investments in a portfolio of high quality corporate bonds and U.S. Treasury bonds that is managed by a third party. The fair value is based on quoted market prices of the individual bonds that make up the portfolio.

(2) The fair value of the Company’s interest rate swap agreements ("swaps") are valued using market inputs with mid-market pricing as a practical expedient for the bid/ask spread.  As such, these swaps are categorized within Level 2 of the hierarchy.  The swaps are discussed in further detail at the “Debt” note.

(3) The Company’s derivative instruments are discussed in further detail at the “Debt” note.

For cash and cash equivalents, restricted cash, accounts receivable and accounts payable, the net carrying value of these items approximates their fair value at period end (Level 1).  Further, at period end, the fair value of Omnicare’s variable rate debt facilities approximates the carrying value, as the effective interest rates fluctuate with changes in market rates.  The fair value of the Company’s fixed-rate debt facilities is based on quoted market prices and, while recorded on the Consolidated Balance Sheets at carrying value, and thus excluded from the table above, are included in the "Debt" note.

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Debt (Notes)

12 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Debt

A summary of debt follows (in thousands):

	December 31,
	2013			2012
Revolving loans, due 2017	$	—		$	—
Senior term loan, due 2017	398,438			419,688
7.75% senior subordinated notes, due 2020	400,000			550,000
3.75% convertible senior subordinated notes, due 2025	132,408			318,054
4.00% junior subordinated convertible debentures, due 2033	307,153			345,000
3.25% convertible senior debentures, due 2035	427,500			427,500
3.75% convertible senior subordinated notes, due 2042	390,000			390,000
3.50% convertible senior subordinated notes, due 2044	424,250			—
Capitalized lease and other debt obligations	20,685			23,685
Subtotal	2,500,434			2,473,927
Add interest rate swap agreements	18,671			46,090
(Subtract) unamortized debt discount	(573,082		)	(462,274		)
(Subtract) current portion of debt	(527,204		)	(27,713		)
Total long-term debt, net	$	1,418,819		$	2,030,030

The following is a schedule of required debt payments, excluding the unamortized debt discount, due during each of the next five years and thereafter, as of December 31, 2013 (in thousands):

Year ended
December 31,
2014	$	858,431
2015	27,097
2016	25,805
2017	337,153
2018	198
Later years	1,251,750
Total debt payments	$	2,500,434

Total cash interest payments made for the years ended December 31, 2013, 2012 and 2011 were $87.6 million, $90.9 million and $111.1 million excluding early redemption and tender premium payments.  As of December 31, 2013, the Company had approximately $14 million outstanding relating to standby letters of credit, substantially all of which are subject to automatic annual renewals.

Senior Credit Agreement

Revolving Loans and Term Loans

During 2012, the Company amended and extended its existing senior unsecured credit agreement (as amended and restated, the "Credit Facility"). The Credit Facility consists of a $300 million five-year senior unsecured revolving credit facility (the "Revolving Credit Facility") and a $425 million, five-year senior unsecured term loan facility (the "Term Loan"). The amendment, among other things, provided for (i) an extension of the maturity date of the Credit Facility to September 28, 2017 and (ii) a reduction in pricing. The Credit Facility is guaranteed by the subsidiaries of the Company, subject to certain exceptions. The interest rate applicable to the Credit Facility is, at the Company's option, a floating base rate plus an applicable margin or the London interbank offered rate ("LIBOR") plus an applicable margin. Initially, the applicable margins were set to 0.75% with respect to the floating base rate loans and 1.75% with respect to the LIBOR loans. The applicable margins for the Credit Facility may increase or decrease based on the Company's consolidated total leverage ratio as specified in the Credit Facility. The interest rate on the Term Loan was 1.92% at December 31, 2013. In connection with the amendment and restatement, the Company recorded $2.0 million in new deferred debt issuance costs. Total debt issuance costs associated with the Credit Facility are $6 million, of which $1.2 million and $0.3 million were amortized to interest expense in the year ended December 31, 2013 and 2012, respectively.

The Credit Facility contains certain financial covenants requiring maintenance of certain interest coverage and leverage ratios, and customary affirmative and negative covenants including without limitation, a restriction on the payment of dividends.

At December 31, 2013, there was no outstanding balance under the Revolving Credit Facility and $398.4 million in loans outstanding under the Term Loan.

In connection with entering into the Credit Facility, the Company’s existing $750 million senior unsecured credit agreement, dated as of August 24, 2011 (the “Senior Credit Agreement”) was terminated. The Senior Credit Agreement consisted of a $300 million five-year senior unsecured revolving credit facility (the “2011 Revolving Credit Facility”) and a $450 million, five-year senior unsecured term loan facility (the “2011 Term Loan”). There was $433 million outstanding under the 2011 Term Loan at the time of its termination. Existing letters of credit under the Senior Credit Agreement were rolled over into or transferred to the Credit Facility. In connection with the termination of the Senior Credit Agreement, the Company wrote off approximately $8.3 million of deferred debt issuance costs, which was recorded in interest expense in the third quarter of 2012. Approximately $1.1 million of these expenses were amortized to expense in the year ended December 31, 2011.

On August 24, 2011, in connection with entering into the Senior Credit Agreement, the Company’s existing $400 million senior secured revolving credit facility, dated as of May 18, 2010 (the “2010 Revolving Credit Facility”) was terminated. In connection with the termination of the 2010 Revolving Credit Facility, the Company wrote off approximately $2.5 million of deferred debt issuance costs, which was recorded in interest expense in the third quarter of 2011.

Senior Subordinated Notes

In 2011, the Company redeemed all $250 million aggregate principal amount of its outstanding 6.125% Senior Subordinated Notes due 2013 (the "6.125% Notes"). In connection with the redemption of the 6.125% Notes, the Company incurred debt redemption costs of approximately $1.6 million, which were recorded in interest expense for the year ended December 31, 2011. Approximately $0.2 million of deferred debt issuance costs was amortized to expense in year ended December 31, 2011. 

In connection with terminating the swap agreement related to the 6.125% Notes in 2010, the counterparties paid the Company approximately $2.6 million, which was amortized as a reduction to interest expense over the remaining term of the 6.125% Notes until the redemption was completed in 2011.

Senior Subordinated Notes

In 2011, the Company redeemed all $525 million aggregate principal amount of its outstanding 6.875% Senior Subordinated Notes (the "6.875% Notes"). In connection with the redemption of the 6.875% Notes, the Company incurred debt redemption costs of approximately $22 million, primarily in the third quarter of 2011, consisting of a $18 million call premium and net write-off of approximately $4 million of deferred debt issuance costs, which were recorded in interest expense for the year ended December 31, 2011. Prior to the redemption, in the second quarter of 2011, the swap agreement related to the 6.875% Notes was terminated, and the Company began paying interest at the 6.875% stated rate effective May 11, 2011 until the redemption was completed later in 2011.

Senior Subordinated Notes

As of December 31, 2013, the Company had $400 million aggregate principal outstanding of its 2020 Notes. On May 18, 2010, Omnicare completed its initial offering of $400 million aggregate principal amount of the 2020 Notes (the “Initial Offering”) and on September 20, 2011, the Company completed its offering of an additional $150 million aggregate principal amount of its 2020 Notes (the "Second Offering").  The 2020 Notes contain certain restrictive covenants and events of default customary for such instruments, including without limitation, restrictions on the payment of dividends, incurrence of additional debt and other restrictions contained in the indenture governing the 2020 Notes.  The 2020 Notes are guaranteed by substantially all of the Company’s subsidiaries, subject to certain exceptions.

On August 23, 2013, Omnicare entered into separate, privately negotiated exchange agreements to repurchase approximately $150 million in aggregate principal amount of its 2020 Notes. The Company recognized a net loss on the repurchase transactions of approximately $19.3 million in the third quarter of 2013 which was reflected in "Other Charges" on the Consolidated Statement of Comprehensive Income (Loss).

In connection with the issuance of the 2020 Notes, the Company deferred approximately $12.6 million in debt issuance costs, of which approximately $1.2 million, $1.2 million and $1.1 million was amortized to expense in the years ended December 31, 2013, 2012 and 2011, respectively. In connection with the 2013 repurchase, the Company wrote off $2.3 million of deferred debt issuance costs, which was recorded in interest expense in the third quarter of December 31, 2013.

In connection with the Initial Offering, the Company entered into an interest rate swap agreement (the "Initial Swap Agreement") and in connection with its offering of the Second Offering, the Company entered into two swap agreements (the “Additional Swap Agreements”) (collectively the "7.75% Swap Agreements"), which are designed to effectively lower the Company's cost, but subject the Company to variable interest rate risk.  Under the Initial Swap Agreement, the Company receives a fixed rate of 7.75% and pays a floating rate based on LIBOR with an interest period of six months, plus a spread of 3.87%.  Under the Additional Swap Agreements the Company received a fixed rate of 7.75% and paid a floating rate based on LIBOR with an interest period of six months, plus a weighted average spread of 5.32%. The floating rates for the 7.75% Swap Agreements are determined semi-annually, in arrears, two London Banking Days prior to the first of each of December and June.  The Company records interest expense on the 2020 Notes at the floating rates. In connection with the repurchase of a portion of the 2020 Notes in 2013, the Company terminated the Additional Swap Agreements. Upon termination, the Company recognized a $5.4 million loss which which was reflected in "Other Charges" on the Consolidated Statement of Comprehensive Income (Loss) in the third quarter of 2013.  The floating interest rate on the remaining Swap Agreement was 4.22% at December 31, 2013.

The 7.75% Swap Agreements, which match the terms of the 2020 Notes, are designated and accounted for as fair value hedges.  Accordingly, changes in the fair value of the 7.75% Swap Agreements are offset by changes in the recorded carrying value of the related 2020 Notes.  The fair value of the 7.75% Swap Agreements, of approximately $19 million and $46 million at December 31, 2013 and 2012, respectively, are recorded in “Other noncurrent assets” or “Other noncurrent liabilities” on the Consolidated Balance Sheets, as applicable, and as an adjustment to the book carrying value of the related 2020 Notes.

Convertible Senior Subordinated Notes due 2025

As of December 31, 2013, Omnicare had outstanding $132.4 million aggregate principal amount of 2025 Notes.  The 2025 Notes bear interest at a rate of 3.75% per year, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2011. As of December 31, 2013, the adjusted conversion rate is 36.8808 shares of common stock per $1,000 principal amount of 2025 Notes (equivalent to an adjusted conversion price of approximately $27.11 per share), subject to adjustment in certain circumstances. The holders may convert their 2025 Notes, prior to December 15, 2023, on any date during any calendar quarter beginning after March 31, 2011 (and only during such calendar quarter) if the closing sale price of the Company's common stock was more than 130% of the then current conversion price for at least 20 trading days in the period of the 30 consecutive trading days ending on, and including, the last trading day of the previous quarter, or at any time on or after December 15, 2023 or under certain other specified circumstances. Upon conversion, the Company will pay cash and shares of its common stock, if any, based on a daily conversion value calculated on a proportionate basis for each day of the 25 trading-day cash settlement averaging period. The 2025 Notes are guaranteed by substantially all of the the Company’s subsidiaries, subject to certain exceptions.  

On August 23, 2013, Omnicare entered into separate, privately negotiated exchange agreements under which the Company retired $180.5 million in aggregate principal amount of outstanding 2025 Notes in exchange for its issuance of $424.3 million in aggregate principal amount of 2044 Notes. Additionally, on August 23, 2013, the Company entered into separate, privately negotiated purchase agreements to repurchase approximately $5.15 million in aggregate principal amount of its outstanding 2025 Notes. In connection with these refinancing activities, the Company recognized a net loss of approximately $26.2 million in the third quarter of 2013, which was reflected in "Other charges" on the Consolidated Statements of Comprehensive Income (Loss).

On April 3, 2012, Omnicare entered into separate, privately negotiated exchange agreements under which the Company retired $256.9 million in aggregate principal amount of outstanding 2025 Notes in exchange for its issuance of $390 million in aggregate principal amount of new 3.75% Convertible Senior Subordinated Notes due 2042 (the "2042 Notes"). The Company recognized a non-cash loss on the debt exchange of approximately $33.3 million in the second quarter of 2012, which was reflected in "Other charges" on the Consolidated Statements of Comprehensive Income (Loss).

As of December 31, 2013, the 2025 Notes were convertible based on the price of the Company's common stock over the applicable measuring period (the conversion threshold was $35.24) and, accordingly, the 2025 Notes have been classified as current debt, net of unamortized discount, on the December 31, 2013 Consolidated Balance Sheet. Accordingly, since the terms of the 2025 Notes require the principal to be settled in cash, the Company reclassified from equity the portion of the 2025 Notes attributable to the conversion feature which had not yet been accreted to its face value. As of December 31, 2012, the conversion threshold had not been met and, accordingly, the 2025 Notes were classified as long-term debt.

In connection with the issuance of the 2025 Notes, the Company deferred approximately $9.4 million in debt issuance costs, of which approximately $0.3 million, $0.4 million and $0.6 million were amortized to expense for the years ended December 31, 2013, 2012 and 2011, respectively. Additionally, interest expense for the years ended December 31, 2013 and 2012 includes approximately $2.4 million and $3.8 million, respectively, of deferred debt issuance costs written off in connection with the Company's refinancing activities.

3.75% Convertible Senior Subordinated Notes due 2042

As of December 31, 2013, the Company had $390.0 million aggregate principal outstanding of the 2042 Notes. The 2042 Notes mature in April 2042 and bear interest at a rate of 3.75% per year, payable semiannually in arrears in April and October. Commencing with the interest period beginning April 1, 2019, the 2042 Notes will also pay contingent interest under certain circumstances based on their then current trading price. As of December 31, 2013, the 2042 Notes are convertible, upon certain circumstances, into cash and, if applicable, shares of Omnicare common stock. The 2042 Notes have an adjusted conversion rate of 24.3607 shares of common stock per $1,000 original principal amount of notes (subject to adjustment in certain events). This is equivalent to an adjusted conversion price of approximately $41.05 per share. The 2042 Notes are guaranteed by substantially all of the Company's subsidiaries, subject to certain exceptions.

Under certain circumstances, the Company has the right to redeem the 2042 Notes on or before April 1, 2016 by paying a coupon make whole amount plus accrued but unpaid interest. After April 1, 2016 the Company may, as its option, redeem the 2042 Notes by paying par plus accrued but unpaid interest. In addition, holders may require the Company to repurchase all or part of their 2042 Notes upon a fundamental change (as defined in the indenture governing the 2042 Notes) at a cash repurchase price equal to par plus accrued but unpaid interest.

In connection with the issuance of the 2042 Notes, the Company also entered into capped call transactions with a counterparty. The capped calls are subject to adjustment or termination upon the occurrence of specified events affecting the Company and are subject to additional disruption events that may give rise to termination. The capped call transactions are intended to reduce potential economic dilution upon conversion of the 2042 Notes.

As of December 31, 2013, the 2042 Notes were convertible based on the price of the Company's common stock over the applicable measuring period (the conversion threshold was $53.37) and, accordingly, the 2042 Notes have been classified as current debt, net of unamortized discount, on the December 31, 2013 Consolidated Balance Sheet. Accordingly, since the terms of the 2042 Notes require the principal to be settled in cash, the Company reclassified from equity the portion of the 2042 Notes attributable to the conversion feature which had not yet been accreted to its face value. As of December 31, 2012, the conversion threshold had not been met and, accordingly, the 2042 Notes were classified as long-term debt.

In connection with the issuance of the 2042 Notes, the Company deferred approximately $3.1 million in debt issuance costs, of which approximately $0.1 million was amortized to expense in each the years ended December 31, 2013 and 2012.

Junior Subordinated Convertible Debentures

During the first quarter of 2005, the Company completed the exchange of $333.8 million aggregate liquidation amount of Series A PIERS of Trust I for an equal amount of Series B PIERS of Trust II (representing 96.7% of the total liquidation amount of the Series A PIERS outstanding) .  The Series B PIERS have substantially similar terms to the Series A PIERS, except that the Series B PIERS have a net share settlement feature.  In connection with the exchange offer, the composition of the Company’s 4.00% Junior Subordinated Convertible Debentures due 2033 underlying the Trust PIERS was impacted.  Additional information regarding the 4.00% Junior Subordinated Convertible Debentures due 2033 underlying the Series A PIERS and the Series B PIERS is summarized below.

Series A 4.00% Junior Subordinated Convertible Debentures

In connection with the offering of the Series A PIERS in the second quarter of 2003, the Company issued a corresponding amount of 4.00% junior subordinated convertible debentures due 2033(the “Series A Debentures”) to Trust I.  Trust I is a wholly-owned finance subsidiary of the Company.  The Company has fully and unconditionally guaranteed the securities of the Trust I.  The Series A PIERS offer fixed cash distributions at a rate of 4.00% per annum payable quarterly, and a fixed conversion price of $40.82 under a contingent conversion feature whereby the holders may convert their Series A PIERS if the closing sales price of Company common stock for a predetermined period, beginning with the quarter ending September 30, 2003, is more than 130% of the then-applicable conversion price or, during a predetermined period, if the daily average of the trading prices for the Series A PIERS is less than 105% of the average of the conversion values for the Series A PIERS through 2028 (98% for any period thereafter through maturity).  The Series A PIERS also will pay contingent interest, commencing with the quarterly distribution period beginning June 15, 2009, if the average trading prices of the Series A PIERS for a predetermined period is 115% or more of the stated liquidation amount of the Series A PIERS.  In this circumstance, the holder of the convertible debenture will receive 0.125 percent of the average trading price during the predetermined period.  Embedded in the Series A PIERS are two derivative instruments, specifically, a contingent interest provision and a contingent conversion parity provision.  The embedded derivatives are periodically valued, and at period end, the values of both derivatives embedded in the Series A PIERS were not material.  However, the values are subject to change, based on market conditions, which could affect the Company’s future results of operations, financial position or cash flows.  Omnicare irrevocably and unconditionally guarantees, on a subordinated basis, certain payments to be made by the Trust I in connection with the Series A PIERS.  Subsequent to the first quarter 2005 exchange offer and 2013 conversions discussed in further detail at the Series B 4.00% Junior Subordinated Convertible Debentures due 2033 caption below, the Company has $10.5 million aggregate liquidation amount of the Series A PIERS and underlying Series A Debentures outstanding as of December 31, 2013.

Series B 4.00% Junior Subordinated Convertible Debentures due 2033

Each Series B PIERS represents an undivided beneficial interest in the assets of the Trust II, which assets consist solely of a corresponding amount of Series B 4.00% Junior Subordinated Convertible Debentures due 2033 (the “Series B Debentures”) issued by the Company to Trust II with a stated maturity of June 15, 2033.  The Company has fully and unconditionally guaranteed the securities of Trust II.  

The terms of the Series B PIERS are substantially identical to the terms of the Series A PIERS, except that the Series B PIERS are convertible into cash and, if applicable, shares of Company common stock, whereas the outstanding Series A PIERS are convertible only into Company common stock (except for cash in lieu of fractional shares).

The purpose of the exchange offer was to change the conversion settlement provisions of the Series A PIERS.  By committing to pay up to the stated liquidation amount of the Series B PIERS to be converted in cash upon conversion, the Company is able to account for the Series B PIERS under the treasury stock method.

In the fourth quarter 2013, holders presented $37.1 million and $0.7 million of the Series B and Series A PIERS for conversion, respectively. The Company recognized a non-cash loss on the conversion of the Series A and Series B PIERS of approximately $0.6 million, which was reflected in "Other charges" on the Consolidated Statements of Comprehensive Income (Loss). As of December 31, 2013, the Company had $296.7 million of Series B Debentures outstanding.

As of December 31, 2013, the Series A and Series B 4.00% Debentures were convertible based on the price of the Company's common stock over the applicable measuring period (the conversion threshold was $53.07) and, accordingly, the Series A Debentures and the Series B 4.00% Debentures have been classified as current debt, net of unamortized discount, on the December 31, 2013 Consolidated Balance Sheet. Accordingly, since the terms of the Debentures and the Series B 4.00% Debentures require the principal to be settled in cash, the Company reclassified from equity the portion of the Series A and Series B Debentures attributable to the conversion feature which had not yet been accreted to its face value. As of December 31, 2012, the conversion threshold had not been met and, accordingly, the Series A Debentures and the Series B Debentures were classified as long-term debt.

In addition to the continued accrual of regular cash interest, contingent interest was accrued on the Trust PIERS (and the underlying Series A and Series B Debentures) for the periods from June 15, 2013 to September 14, 2013, September 15, 2013 to December 14, 2013 and December 15, 2013 to March 14, 2014 at a rate of 0.125% of the average trading price of the Trust PIERS for the five trading days ended June 13, 2013, September 12, 2013, and December 12, 2013 respectively. Contingent cash interest of approximately $0.07 per $50 stated liquidation amount of Trust PIERS (and per $50 principal amount of the underlying Series A and Series B Debentures) was paid on September 16, 2013 and contingent cash interest of approximately $0.085 per $50 stated liquidation amount of Trust PIERS (and per $50 principal amount of the underlying Series A and Series B Debentures) was paid on December 16, 2013. Contingent cash interest of approximately $0.0905 per $50 stated liquidation amount of Trust PIERS (and per $50 principal amount of the underlying Series A and Series B Debentures) is expected to be paid on March 17, 2014.

In connection with the issuance of the Series A 4.00% Debentures and the Series B 4.00% Convertible Debentures, the Company deferred $6.1 million in debt issuance costs, of which approximately $0.2 million was amortized to expense in each of the years ended December 31, 2013, 2012 and 2011. Additionally, interest expense for the year ended December 31, 2013 includes approximately $0.5 million of deferred debt issuance costs written off in connection with conversion of the Series A and Series B Debentures.

Convertible Senior Debentures due 2035

As of December 31, 2013, Omnicare had outstanding $428 million aggregate principal amount of 3.25% Convertible Senior Debentures due 2035 (with optional redemption by Omnicare on or after, and optional repurchase right of holders on, December 15, 2015, at par) (the “3.25% Convertible Debentures").  The 3.25% Convertible Debentures have an adjusted conversion price of approximately $77.88 per share under a conversion feature whereby the holders may convert their 3.25% Convertible Debentures, prior to December 15, 2033, on any date during any fiscal quarter beginning after March 31, 2006 (and only during such fiscal quarter) if the closing sales price of the Company’s common stock was more than 130% of the then current conversion price for at least 20 trading days in the period of the 30 consecutive trading days ending on the last trading day of the previous fiscal quarter or during any five consecutive trading days period if, during each of the previous five consecutive trading days, the trading price of the convertible debentures for each day was less than 98 percent of the then current conversion price.  The 3.25% Convertible Debentures bear interest at a rate of 3.25% per year, subject to an upward adjustment on and after December 15, 2015 in certain circumstances, up to a rate not to exceed 1.99 times the original 3.25% interest rate per year.  The 3.25% Convertible Debentures also will accrue contingent interest in cash, beginning with the six-month interest period commencing December 15, 2015, during any six-month period in which the trading price of the 3.25% Convertible Debentures for each of the five trading days ending on the second trading day immediately preceding the first day of the applicable six-month interest period equals or exceeds 120% of the principal amount of the 3.25% Convertible Debentures.  In connection with the issuance of the 3.25% Convertible Debentures, the Company deferred approximately $17.6 million in debt issuance costs, of which approximately $0.7 million, $0.8 million and $1 million were amortized to expense for the years ended December 31, 2013, 2012 and 2011, respectively.

On December 16, 2010, Omnicare repurchased $525 million aggregate principal amount of outstanding 3.25% Convertible Debentures pursuant to a tender offer.  Also, in the second quarter of 2012, the Company purchased an additional $25 million aggregate principal amount of its outstanding 3.25% Convertible Debentures. In connection with the repurchase in 2012, the Company recognized a non-cash loss on the debt extinguishment of $1.8 million which was recorded in "Other Charges" on the Consolidated Statement of Comprehensive Income (Loss).

Favorably impacting operating cash flow was the excess of tax deductible interest expense over book interest expense related to the Company’s Series A and Series B Debentures, 3.25% Convertible Debentures, 2025 Notes, 2042 Notes and 2044 Notes. This resulted in an increase in the Company’s deferred tax liabilities during the year ended December 31, 2013, 2012 and 2011 of $28.7 million, $20.8 million and $10.4 million, respectively ($192.1 million cumulative as of December 31, 2013).  The recorded deferred tax liability could, under certain circumstances, be realized in the future upon conversion or redemption which would serve to reduce operating cash flows.

Information relating to the Company's convertible securities at December 31, 2013 can be found in the following table:

Convertible Debt	Carrying Value of Equity Component (in thousands)		Remaining Amortization Period	Effective Interest Rate
3.75% convertible senior subordinated notes, due 2025	$	11,437	12.00	8.250	%
4.00% junior subordinated convertible debentures, due 2033	$	119,396	19.50	8.010	%
3.25% convertible senior debentures, due 2035	$	245,433	2.00	7.630	%
3.75% convertible senior subordinated notes, due 2042	$	167,941	28.25	7.300	%
3.50% convertible senior subordinated notes, due 2044	$	208,200	30.15	7.700	%

The fair value of the Company’s fixed-rate debt facilities, excluding the previously disclosed swap values, is based on quoted market prices (Level II) and is summarized as follows (in thousands):

Fair Value of Financial Instruments

	December 31, 2013				December 31, 2012
Financial Instrument:	Book Value		Market Value		Book Value		Market Value
7.75% senior subordinated notes, due 2020, gross	$	400,000	$	435,800	$	550,000	$	614,600
3.75% convertible senior subordinated notes, due 2025
Carrying value	87,310		—		204,608		—
Unamortized debt discount	45,098		—		113,446		—
Principal amount	132,408		306,500		318,054		459,600
4.00% junior subordinated convertible debentures, due 2033
Carrying value	186,136		—		206,266		—
Unamortized debt discount	121,017		—		138,734		—
Principal amount	307,153		455,900		345,000		331,600
3.25% convertible senior debentures, due 2035
Carrying value	393,126		—		377,782		—
Unamortized debt discount	34,374		—		49,718		—
Principal amount	427,500		457,400		427,500		425,400
3.75% convertible senior debentures, due 2042
Carrying value	225,014		—		229,624		—
Unamortized debt discount	164,986		—		160,376		—
Principal amount	390,000		592,800		390,000		397,100
3.50% convertible senior debentures, due 2044
Carrying value	216,643		—		—		—
Unamortized debt discount	207,607		—		—		—
Principal amount	424,250		428,500		—		—

XML

Leasing Arrangements (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Leases [Abstract]
Operating Leases, Future Minimum Payments Due, Next Twelve Months	$ 26,113,000
Operating Leases, Future Minimum Payments, Due in Two Years	19,447,000
Operating Leases, Future Minimum Payments, Due in Three Years	18,147,000
Operating Leases, Future Minimum Payments, Due in Four Years	14,264,000
Operating Leases, Future Minimum Payments, Due in Five Years	10,587,000
Operating Leases, Future Minimum Payments, Due Thereafter	21,086,000
Operating Leases, Future Minimum Payments Due	109,644,000
Operating Leases, Rent Expense, Net	$ 48,000,000	$ 54,000,000	$ 52,000,000

XML

Employee Benefit Plans Obligation and Funded Status (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2013 Omnicare General Pension Plan [Member]	Dec. 31, 2012 Omnicare General Pension Plan [Member]
Obligation and Funded Status [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets		$ 4.4	$ 4.5
Defined Benefit Plan, Contributions by Employer		0.2	0.2
Defined Benefit Plan, Benefits Paid	75
Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets, Aggregate Projected Benefit Obligation		(1.9)	(2.6)
Defined Benefit Plan, Accumulated Benefit Obligation		$ 6.3	$ 7.2

XML

Debt (Future Payments) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013
Debt [Abstract]
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months	$ 858,431
Long-term Debt, Maturities, Repayments of Principal in Year Two	27,097
Long-term Debt, Maturities, Repayments of Principal in Year Three	25,805
Long-term Debt, Maturities, Repayments of Principal in Year Four	337,153
Long-term Debt, Maturities, Repayments of Principal in Year Five	198
Long-term Debt, Maturities, Repayments of Principal after Year Five	1,251,750
Long-term Debt	$ 2,500,434

XML

Fair Value Fair Value (Assets and Liabilities measured at fair value) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Current Fiscal Year End Date	--12-31
Available-for-sale Securities, Fair Value Disclosure	$ 25,140	$ 24,887
Assets, Fair Value Disclosure	43,811	70,977
Fair Value, Inputs, Level 1 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Available-for-sale Securities, Fair Value Disclosure	0	0
Assets, Fair Value Disclosure	0	0
Fair Value, Inputs, Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Available-for-sale Securities, Fair Value Disclosure	25,140	24,887
Assets, Fair Value Disclosure	43,811	70,977
Fair Value, Inputs, Level 3 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Available-for-sale Securities, Fair Value Disclosure	0	0
Assets, Fair Value Disclosure	0	0
7.75% interest rate swap agreement - fair value hedge [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative, Fair Value, Net	18,671	46,090
7.75% interest rate swap agreement - fair value hedge [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative, Fair Value, Net	0	0
7.75% interest rate swap agreement - fair value hedge [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative, Fair Value, Net	18,671	46,090
7.75% interest rate swap agreement - fair value hedge [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative, Fair Value, Net	$ 0	$ 0

XML

Commitments and Contingencies (Details) (USD $)	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Loss Contingencies [Line Items]
Litigation And Other Professional Fees	$ (2,150,000)	$ 143,484,000	$ 3,512,000	$ 22,619,000	$ 11,148,000	$ 4,931,000	$ 26,093,000	$ 7,203,000	$ 167,465,000	$ 49,375,000	$ 55,031,000
DEA Settlement [Member]
Loss Contingencies [Line Items]
Payments for Legal Settlements									50,000,000
Mainville Settlement [Member]
Loss Contingencies [Line Items]
Payments for Legal Settlements									$ 100,000,000

XML

Cash and Cash Equivalents (Tables)

12 Months Ended

Dec. 31, 2013

Cash and Cash Equivalents [Abstract]

Schedule of Cash and Cash Equivalents [Table Text Block]

A summary of cash and cash equivalents follows (in thousands):

	December 31,
	2013		2012
Cash	$	355,951	$	394,565
Money market funds	50		50,055
	$	356,001	$	444,620

XML

Significant Accounting Policies Significant Accounting Policies (Aging of Gross Accounts Receivable (net of contractual adjustments)) (Details)	12 Months Ended
	Dec. 31, 2013
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current Fiscal Year End Date	--12-31

XML

Earnings (Loss) Per Share Data (Notes)

12 Months Ended

Dec. 31, 2013

Earnings Per Share [Abstract]

Earnings (Loss) Per Share Data

Basic earnings per share are computed based on the weighted-average number of shares of common stock outstanding during the period.  Diluted earnings per share include the dilutive effect of stock options, warrants and restricted stock awards, as well as convertible debentures.

The following is a reconciliation of the basic and diluted earnings per share (“EPS”) computations for both the numerator and denominator (in thousands, except per share data):

	For the years ended December 31,
2013:	Income (loss)(Numerator)			Common Shares(Denominator)	Per Common Share Amounts
Basic EPS
Income from continuing operations	$	84,892			$	0.83
Loss from discontinued operations	(128,324		)		(1.26		)
Net income	(43,432		)	102,080	$	(0.43	)
Effect of Dilutive Securities
Convertible securities	281			6,736
Stock options, warrants and awards	—			633
Diluted EPS
Income from continuing operations plus assumed conversions	85,173				$	0.78
Loss from discontinued operations	(128,324		)		(1.17		)
Net income plus assumed conversions	$	(43,151	)	109,449	$	(0.39	)
2012:
Basic EPS
Income from continuing operations	$	171,943			$	1.57
Income from discontinued operations	22,931				0.21
Net income	194,874			109,531	$	1.78
Effect of Dilutive Securities
Convertible securities	284			2,891
Stock options, warrants and awards	—			566
Diluted EPS
Income from continuing operations plus assumed conversions	172,227				$	1.52
Income from discontinued operations	22,931				0.20
Net income plus assumed conversions	$	195,158		112,988	$	1.73
2011:
Basic EPS
Income from continuing operations	$	142,779			$	1.26
Loss from discontinued operations	(55,855		)		(0.49		)
Net income	86,924			113,000	$	0.77
Effect of Dilutive Securities
Convertible securities	287			1,011
Stock options, warrants and awards	—			770
Diluted EPS
Income from continuing operations plus assumed conversions	143,066				$	1.25
Loss from discontinued operations	(55,855		)		(0.49		)
Net income plus assumed conversions	$	87,211		114,781	$	0.76

EPS is reported independently for each amount presented. Accordingly, the sum of the individual amounts may not necessarily equal the separately calculated amounts for the corresponding period.

The Company is required to include additional shares in its diluted share outstanding calculation based on the treasury stock method when the average Omnicare stock market price for the applicable period exceeds the following amounts:

Convertible Debt	Price
3.75% convertible senior subordinated notes, due 2025	$	27.11
4.00% junior subordinated convertible debentures, due 2033	$	40.82
3.25% convertible senior debentures, due 2035	$	77.88
3.75% convertible senior subordinated notes, due 2042	$	41.05
3.50% convertible senior subordinated notes, due 2044	$	70.00

During the years ended December 31, 2013, 2012 and 2011, the anti-dilutive effect associated with certain stock options, warrants and stock awards was excluded from the computation of diluted EPS, since the exercise price was greater than the average market price of the Company’s common stock during these periods.  The aggregate number of stock options, warrants and stock awards excluded from the computation of the diluted EPS for those years totaled approximately 0.7 million, 2.1 million and 2.6 million, respectively.

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Guarantor Subsidiaries (Notes)

12 Months Ended

Dec. 31, 2013

Guarantor Subsidiaries [Abstract]

Guarantor Subsidiaries

The 2020 Notes, 2025 Notes, 2042 Notes and 2044 Notes are fully and unconditionally guaranteed subject to certain customary release provisions on an unsecured, joint and several basis by substantially all of the wholly-owned subsidiaries of the Company (the “Guarantor Subsidiaries”).  The following condensed consolidating financial data illustrates the composition of Omnicare, Inc. (“Parent”), the Guarantor Subsidiaries and the non-guarantor subsidiaries as of December 31, 2013 and 2012 for the balance sheets, as well as the statements of comprehensive income and the statements of cash flows for each of the three years in the period ended December 31, 2013.  Management believes separate complete financial statements of the respective Guarantor Subsidiaries would not provide information that would be necessary for evaluating the sufficiency of the Guarantor Subsidiaries, and thus are not presented.  No consolidating/eliminating adjustments column is presented for the condensed consolidating statements of cash flows since there were no significant consolidating/eliminating adjustment amounts during the periods presented.

Note 21 - Guarantor Subsidiaries - Continued

Summary Consolidating Statements of Comprehensive Income
(in thousands)	For the years ended December 31,
2013:	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating /  Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
Net sales	$	—		$	5,890,052		$	123,346		$	—		$	6,013,398
Cost of sales	—			4,520,958			71,578			—			4,592,536
Gross profit	—			1,369,094			51,768			—			1,420,862
Selling, general and administrative expenses	4,802			733,529			17,849			—			756,180
Provision for doubtful accounts	—			97,612			1,949			—			99,561
Settlement, litigation and other related charges	—			167,465			—			—			167,465
Other charges	—			92,531			7,271			—			99,802
Operating (loss) income	(4,802		)	277,957			24,699			—			297,854
Interest expense, net of investment income	(122,404		)	(1,102		)	(364		)	—			(123,870		)
(Loss) income from continuing operations before income taxes	(127,206		)	276,855			24,335			—			173,984
Income tax (benefit) expense	(48,923		)	125,859			12,156			—			89,092
Income (loss) income from continuing operations	(78,283		)	150,996			12,179			—			84,892
Loss from discontinued operations	—			(128,267		)	(57		)	—			(128,324		)
Equity in net income of subsidiaries	34,851			—			—			(34,851		)	—
Net income (loss)	$	(43,432	)	$	22,729		$	12,122		$	(34,851	)	$	(43,432	)
Comprehensive income (loss)	$	(43,153	)	$	22,729		$	12,122		$	(34,851	)	$	(43,153	)
2012:
Net sales	$	—		$	5,744,768		$	133,696		$	—		$	5,878,464
Cost of sales	—			4,399,305			83,737			—			4,483,042
Gross profit	—			1,345,463			49,959			—			1,395,422
Selling, general and administrative expenses	4,816			745,864			21,324			—			772,004
Provision for doubtful accounts	—			96,460			1,535			—			97,995
Settlement, litigation and other related charges	—			49,375			—			—			49,375
Other charges	35,092			34,633			(4,012		)	—			65,713
Operating (loss) income	(39,908		)	419,131			31,112			—			410,335
Interest expense, net of investment income	(133,368		)	(1,089		)	(646		)	—			(135,103		)
(Loss) income from continuing operations before income taxes	(173,276		)	418,042			30,466			—			275,232
Income tax (benefit) expense	(66,763		)	159,786			10,266			—			103,289
Income (loss) from continuing operations	(106,513		)	258,256			20,200			—			171,943
Income (loss) from discontinued operations	—			22,982			(51		)	—			22,931
Equity in net income of subsidiaries	301,387			—			—			(301,387		)	—
Net income	$	194,874		$	281,238		$	20,149		$	(301,387	)	$	194,874
Comprehensive income	$	194,744		$	281,238		$	21,533		$	(302,771	)	$	194,744
2011:
Net sales	$	—		$	5,774,760		$	121,846		$	—		$	5,896,606
Cost of sales	—			4,522,575			81,045			—			4,603,620
Gross profit	—			1,252,185			40,801			—			1,292,986
Selling, general and administrative expenses	15,579			695,240			11,348			—			722,167
Provision for doubtful accounts	—			95,121			1,913			—			97,034
Settlement, litigation and other related charges	—			55,031			—			—			55,031
Other charges	—			16,093			—			—			16,093
Operating (loss) income	(15,579		)	390,700			27,540			—			402,661
Interest expense, net of investment income	(158,621		)	(1,476		)	(6		)	—			(160,103		)
(Loss) income from continuing operations before income taxes	(174,200		)	389,224			27,534			—			242,558
Income tax (benefit) expense	(66,753		)	155,982			10,550			—			99,779
Income (loss) from continuing operations	(107,447		)	233,242			16,984			—			142,779
Loss from discontinued operations	—			(52,521		)	(3,334		)	—			(55,855		)
Equity in net income of subsidiaries	194,371			—			—			(194,371		)	—
Net income	$	86,924		$	180,721		$	13,650		$	(194,371	)	$	86,924
Comprehensive income	$	80,952		$	180,721		$	8,959		$	(189,680	)	$	80,952

Note 21 - Guarantor Subsidiaries - Continued

Condensed Consolidating Balance Sheets

(in thousands)

As of December 31, 2013:	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating /  Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
ASSETS
Cash and cash equivalents	$	275,910	$	68,050	$	12,041	$	—		$	356,001
Restricted cash	—		5		—		—			5
Accounts receivable, net (including intercompany)	—		693,729		315,323		(313,368		)	695,684
Inventories	—		505,567		6,851		—			512,418
Deferred income tax benefits, net-current	—		135,148		—		(54		)	135,094
Other current assets	1,989		242,161		21,381		—			265,531
Current assets of discontinued operations	—		49,128		867		—			49,995
Total current assets	277,899		1,693,788		356,463		(313,422		)	2,014,728
Properties and equipment, net	—		301,200		4,688		—			305,888
Goodwill	—		4,028,651		28,805		—			4,057,456
Identifiable intangible assets, net	—		127,798		2,176		—			129,974
Other noncurrent assets	41,825		54,834		63		—			96,722
Investment in subsidiaries	5,131,280		—		—		(5,131,280		)	—
Noncurrent assets of discontinued operations	—		87,047		31		—			87,078
Total assets	$	5,451,004	$	6,293,318	$	392,226	$	(5,444,702	)	$	6,691,846
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities (including intercompany)	$	610,232	$	793,461	$	23,986	$	(313,368	)	$	1,114,311
Current liabilities of discontinued operations	—		18,829		17		—			18,846
Long-term debt, notes and convertible debentures	1,405,628		13,191		—		—			1,418,819
Deferred income tax liabilities, net-noncurrent	363,240		635,640		13,907		(54		)	1,012,733
Other noncurrent liabilities	—		52,072		1,763		—			53,835
Noncurrent liabilities of discontinued operations	—		1,398		—		—			1,398
Convertible debt	331,101		—		—		—			331,101
Stockholders’ equity	2,740,803		4,778,727		352,553		(5,131,280		)	2,740,803
Total liabilities and stockholders’ equity	$	5,451,004	$	6,293,318	$	392,226	$	(5,444,702	)	$	6,691,846

As of December 31, 2012:
ASSETS
Cash and cash equivalents	$	383,674	$	49,108		$	11,838	$	—		$	444,620
Restricted cash	—		1,066			—		—			1,066
Accounts receivable, net (including intercompany)	—		814,863			197,263		(190,071		)	822,055
Inventories	—		368,671			5,949		—			374,620
Deferred income tax benefits, net-current	—		137,736			—		(1,550		)	136,186
Other current assets	1,765		246,687			14,871		(10,825		)	252,498
Current assets of discontinued operations	—		57,017			797		—			57,814
Total current assets	385,439		1,675,148			230,718		(202,446		)	2,088,859
Properties and equipment, net	—		266,270			6,590		—			272,860
Goodwill	—		4,024,263			37,040		—			4,061,303
Identifiable intangible assets, net	—		162,078			3,021		—			165,099
Other noncurrent assets	75,336		92,859			11,382		(16,313		)	163,264
Investment in subsidiaries	5,453,702		(33		)	33		(5,453,702		)	—
Noncurrent assets of discontinued operations	—		237,879			—		—			237,879
Total assets	$	5,914,477	$	6,458,464		$	288,784	$	(5,672,461	)	$	6,989,264
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities (including intercompany)	$	60,454	$	570,272		$	35,421	$	(200,896	)	$	465,251
Current liabilities of discontinued operations	—		16,753			10		—			16,763
Long-term debt, notes and convertible debentures	2,012,807		17,223			5,000		(5,000		)	2,030,030
Deferred income tax liabilities, net-noncurrent	335,504		559,405			21,301		(1,550		)	914,660
Other noncurrent liabilities	—		65,187			—		(11,313		)	53,874
Noncurrent liabilities of discontinued operations	—		2,974			—		—			2,974
Stockholders’ equity	3,505,712		5,226,650			227,052		(5,453,702		)	3,505,712
Total liabilities and stockholders’ equity	$	5,914,477	$	6,458,464		$	288,784	$	(5,672,461	)	$	6,989,264

Note 21 - Guarantor Subsidiaries - Continued

Condensed Consolidating Statements of Cash Flows

(in thousands)

	For the year ended December 31,
2013:	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Omnicare, Inc. and Subsidiaries
Cash flows from operating activities:
Net cash flows (used in) from operating activities	$	(16,598	)	$	492,414		$	(8,756	)	$	467,060
Cash flows from investing activities:
Acquisition of businesses, net of cash received	—			(3,895		)	—			(3,895		)
Divestiture of businesses, net	—			1,250			10,408			11,658
Capital expenditures	—			(93,566		)	(1,449		)	(95,015		)
Marketable securities	—			(365		)	—			(365		)
Transfer of cash to trusts for employee health and severance costs, net of payments out of the trusts	—			1,061			—			1,061
Other	(227		)	(780		)	—			(1,007		)
Net cash flows (used in) from investing activities	(227		)	(96,295		)	8,959			(87,563		)
Cash flows from financing activities:
Payments on term loans	(21,250		)	—			—			(21,250		)
Proceeds from long-term borrowings and obligations	—			—			—			—
Payments on long-term borrowings and obligations	(192,322		)	—			—			(192,322		)
Capped Call transaction	—			—			—			—
Fees paid for financing activities	(5,660		)	—			—			(5,660		)
(Decrease) increase in cash overdraft balance	(9,968		)	10,441			—			473
Payments for Omnicare common stock repurchases	(220,971		)	—			—			(220,971		)
Proceeds for stock awards and exercise of stock options, net of stock tendered in payment	15,819			—			—			15,819
Dividends paid	(62,928		)	—			—			(62,928		)
Other	406,341			(397,211		)	—			9,130
Net cash flows used in financing activities	(90,939		)	(386,770		)	—			(477,709		)
Net (decrease) increase in cash and cash equivalents	(107,764		)	9,349			203			(98,212		)
Less decrease in cash and cash equivalents of discontinued operations	—			(9,593		)	—			(9,593		)
(Decrease) increase in cash and cash equivalents of continuing operations	(107,764		)	18,942			203			(88,619		)
Cash and cash equivalents at beginning of year	383,674			49,108			11,838			444,620
Cash and cash equivalents at end of year	$	275,910		$	68,050		$	12,041		$	356,001

Note 21 - Guarantor Subsidiaries - Continued

Condensed Consolidating Statements of Cash Flows - Continued

(in thousands)

	For the year ended December 31,
2012:	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Omnicare, Inc. and Subsidiaries
Cash flows from operating activities:
Net cash flows (used in) from operating activities	$	(88,461	)	$	636,402		$	(3,457	)	$	544,484
Cash flows from investing activities:
Acquisition of businesses, net of cash received	—			(34,873		)	—			(34,873		)
Divestiture of businesses, net	—			19,207			—			19,207
Capital expenditures	—			(94,527		)	(2,397		)	(96,924		)
Marketable securities	(25,514		)	—			496			(25,018		)
Transfer of cash to trusts for employee health and severance costs, net of payments out of the trusts	—			1,326			—			1,326
Other	—			(3,108		)	56			(3,052		)
Net cash flows (used in) investing activities	(25,514		)	(111,975		)	(1,845		)	(139,334		)
Cash flows from financing activities:
Payments on term loans	(24,688		)	—			—			(24,688		)
Proceeds from long-term borrowings and obligations	425,000			—			—			425,000
Payments on long-term borrowings and obligations	(453,573		)	—			—			(453,573		)
Capped Call transaction	(48,126		)	—			—			(48,126		)
Fees paid for financing activities	(7,566		)	—			—			(7,566		)
Decrease in cash overdraft balance	(12		)	(14,915		)	—			(14,927		)
Payments for Omnicare common stock repurchases	(388,968		)	—			—			(388,968		)
Proceeds for stock awards and exercise of stock options, net of stock tendered in payment	24,951			—			—			24,951
Dividends paid	(45,214		)	—			—			(45,214		)
Other	555,592			(552,986		)	(694		)	1,912
Net cash flows from (used in) financing activities	37,396			(567,901		)	(694		)	(531,199		)
Net (decrease) increase in cash and cash equivalents	(76,579		)	(43,474		)	(5,996		)	(126,049		)
Less increase in cash and cash equivalents of discontinued operations	—			6,859			—			6,859
Decrease in cash and cash equivalents of continuing operations	(76,579		)	(50,333		)	(5,996		)	(132,908		)
Cash and cash equivalents at beginning of year	460,253			99,441			17,834			577,528
Cash and cash equivalents at end of year	$	383,674		$	49,108		$	11,838		$	444,620

Note 21 - Guarantor Subsidiaries - Continued

Condensed Consolidating Statements of Cash Flows - Continued

(in thousands)

	For the year ended December 31,
2011:	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Omnicare, Inc. and Subsidiaries
Cash flows from operating activities:
Net cash flows (used in) from operating activities	$	(118,642	)	$	665,702		$	2,962		$	550,022
Cash flows from investing activities:
Acquisition of businesses, net of cash received	—			(101,933		)	—			(101,933		)
Divestiture of businesses, net	—			13,099			—			13,099
Capital expenditures	—			(58,308		)	(2,409		)	(60,717		)
Transfer of cash to trusts for employee health and severance costs, net of payments out of the trust	—			(275		)	—			(275		)
Other	—			(5,574		)	(11		)	(5,585		)
Net cash flows (used in) investing activities	—			(152,991		)	(2,420		)	(155,411		)
Cash flows from financing activities:
Payments on term loans	(5,625		)	—			—			(5,625		)
Proceeds from long-term borrowings and obligations	600,000			—			—			600,000
Payments on long-term borrowings and obligations	(777,609		)	613			—			(776,996		)
Fees paid for financing activities	(13,780		)							(13,780		)
Increase (decrease) in cash overdraft balance	5,921			5,753			—			11,674
Payments for Omnicare common stock repurchases	(140,127		)	—			—			(140,127		)
Payments for stock awards and exercise of stock options, net of stock tendered in payment	30,712			—			—			30,712
Dividends paid	(17,217		)	—			—			(17,217		)
Other	435,842			(434,889		)	1,574			2,527
Net cash flows from (used in) financing activities	118,117			(428,523		)	1,574			(308,832		)
Net increase (decrease) in cash and cash equivalents	(525		)	84,188			2,116			85,779
Less increase in cash and cash equivalents of discontinued operations	—			549			1			550
Increase (decrease) in cash and cash equivalents of continuing operations	(525		)	83,639			2,115			85,229
Cash and cash equivalents at beginning of year	460,778			15,802			15,719			492,299
Cash and cash equivalents at end of year	$	460,253		$	99,441		$	17,834		$	577,528

The 3.25% Convertible Debentures are fully and unconditionally guaranteed subject to certain customary release provisions on an unsecured basis by Omnicare Purchasing Company, LP, a wholly-owned subsidiary of the Company (the “Guarantor Subsidiary”).  The following condensed consolidating financial data illustrates the composition of Omnicare, Inc. (“Parent”), the Guarantor Subsidiary and the Non-Guarantor Subsidiaries as of December 31, 2013 and 2012 for the balance sheets, as well as the statements of comprehensive income and the statements of cash flows for each of the three years in the period ended December 31, 2013.  Management believes separate complete financial statements of the Guarantor Subsidiary would not provide information that would be necessary for evaluating the sufficiency of the Guarantor Subsidiary, and thus are not presented.  The Guarantor Subsidiary does not have any material net cash flows in the condensed consolidating statements of cash flows.  No consolidating/eliminating adjustments column is presented for the condensed consolidating statements of cash flows since there were no significant consolidating/eliminating adjustment amounts during the periods presented.

Note 21 - Guarantor Subsidiaries - Continued

Summary Consolidating Statements of Comprehensive Income

(in thousands)

	For the years ended December 31,
2013:	Parent			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Consolidating/  Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
Net sales	$	—		$	—		$	6,013,398		$	—		$	6,013,398
Cost of sales	—			—			4,592,536			—			4,592,536
Gross profit	—			—			1,420,862			—			1,420,862
Selling, general and administrative expenses	4,802			1,732			749,646			—			756,180
Provision for doubtful accounts	—			—			99,561			—			99,561
Settlement, litigation and other related charges	—			—			167,465			—			167,465
Other charges	—			—			99,802			—			99,802
Operating (loss) income	(4,802		)	(1,732		)	304,388			—			297,854
Interest expense, net of investment income	(122,404		)	—			(1,466		)	—			(123,870		)
(Loss) income from continuing operations before income taxes	(127,206		)	(1,732		)	302,922			—			173,984
Income tax (benefit) expense	(48,923		)	(666		)	138,681			—			89,092
(Loss) income from continuing operations	(78,283		)	(1,066		)	164,241			—			84,892
Loss from discontinued operations	—			—			(128,324		)	—			(128,324		)
Equity in net income of subsidiaries	34,851			—			—			(34,851		)	—
Net income (loss)	$	(43,432	)	$	(1,066	)	$	35,917		$	(34,851	)	$	(43,432	)
Comprehensive income (loss)	$	(43,153	)	$	(1,066	)	$	35,917		$	(34,851	)	$	(43,153	)
2012:
Net sales	$	—		$	—		$	5,878,464		$	—		$	5,878,464
Cost of sales	—			—			4,483,042			—			4,483,042
Gross profit	—			—			1,395,422			—			1,395,422
Selling, general and administrative expenses	4,816			1,438			765,750			—			772,004
Provision for doubtful accounts	—			—			97,995			—			97,995
Settlement, litigation and other related charges	—			—			49,375			—			49,375
Other charges	35,092			—			30,621			—			65,713
Operating (loss) income	(39,908		)	(1,438		)	451,681			—			410,335
Interest expense, net of interest income	(133,368		)	—			(1,735		)	—			(135,103		)
(Loss) income from continuing operations before income taxes	(173,276		)	(1,438		)	449,946			—			275,232
Income tax (benefit) expense	(66,763		)	(557		)	170,609			—			103,289
(Loss) income from continuing operations	(106,513		)	(881		)	279,337			—			171,943
Income from discontinued operations	—			—			22,931			—			22,931
Equity in net income of subsidiaries	301,387			—			—			(301,387		)	—
Net income (loss)	$	194,874		$	(881	)	$	302,268		$	(301,387	)	$	194,874
Comprehensive income (loss)	$	194,744		$	(881	)	$	303,652		$	(302,771	)	$	194,744
2011:
Net sales	$	—		$	—		$	5,896,606		$	—		$	5,896,606
Cost of sales	—			—			4,603,620			—			4,603,620
Gross profit	—			—			1,292,986			—			1,292,986
Selling, general and administrative expenses	15,579			1,467			705,121			—			722,167
Provision for doubtful accounts	—			—			97,034			—			97,034
Settlement, litigation and other related charges	—			—			55,031			—			55,031
Other charges	—			—			16,093			—			16,093
Operating (loss) income	(15,579		)	(1,467		)	419,707			—			402,661
Interest expense, net of investment income	(158,621		)	—			(1,482		)	—			(160,103		)
(Loss) income from continuing operations before income taxes	(174,200		)	(1,467		)	418,225			—			242,558
Income tax (benefit) expense	(66,753		)	(562		)	167,094			—			99,779
(Loss) income from continuing operations	(107,447		)	(905		)	251,131			—			142,779
Loss from discontinued operations	—			—			(55,855		)	—			(55,855		)
Equity in net income of subsidiaries	194,371			—			—			(194,371		)	—
Net income (loss)	$	86,924		$	(905	)	$	195,276		$	(194,371	)	$	86,924
Comprehensive income (loss)	$	80,952		$	(905	)	$	190,585		$	(189,680	)	$	80,952

Note 21 - Guarantor Subsidiaries - Continued

Condensed Consolidating Balance Sheets

(in thousands)

As of December 31, 2013:	Parent		Guarantor Subsidiary		Non-Guarantor Subsidiaries		Consolidating/  Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
ASSETS
Cash and cash equivalents	$	275,910	$	—	$	80,091	$	—		$	356,001
Restricted cash	—		—		5		—			5
Accounts receivable, net (including intercompany)	—		210		695,684		(210		)	695,684
Inventories	—		—		512,418		—			512,418
Deferred income tax benefits, net-current	—		—		135,094		—			135,094
Other current assets	1,989		—		263,542		—			265,531
Current assets of discontinued operations	—		—		49,995		—			49,995
Total current assets	277,899		210		1,736,829		(210		)	2,014,728
Properties and equipment, net	—		19		305,869		—			305,888
Goodwill	—		—		4,057,456		—			4,057,456
Identifiable intangible assets, net	—		—		129,974		—			129,974
Other noncurrent assets	41,825		19		54,878		—			96,722
Investment in subsidiaries	5,131,280		—		—		(5,131,280		)	—
Noncurrent assets of discontinued operations	—		—		87,078		—			87,078
Total assets	$	5,451,004	$	248	$	6,372,084	$	(5,131,490	)	$	6,691,846
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities (including intercompany)	$	610,232	$	—	$	504,289	$	(210	)	$	1,114,311
Current liabilities of discontinued operations	—		—		18,846		—			18,846
Long-term debt, notes and convertible debentures	1,405,628		—		13,191		—			1,418,819
Deferred income tax liabilities, net-noncurrent	363,240		—		649,493		—			1,012,733
Other noncurrent liabilities	—		—		53,835		—			53,835
Noncurrent liabilities of discontinued operations	—		—		1,398		—			1,398
Convertible debt	331,101		—		—		—			331,101
Stockholders’ equity	2,740,803		248		5,131,032		(5,131,280		)	2,740,803
Total liabilities and stockholders’ equity	$	5,451,004	$	248	$	6,372,084	$	(5,131,490	)	$	6,691,846

As of December 31, 2012:
ASSETS
Cash and cash equivalents	$	383,674	$	—	$	60,946	$	—		$	444,620
Restricted cash	—		—		1,066		—			1,066
Accounts receivable, net (including intercompany)	—		204		822,055		(204		)	822,055
Inventories	—		—		374,620		—			374,620
Deferred income tax benefits, net-current	—		—		137,736		(1,550		)	136,186
Other current assets	1,765		—		250,733		—			252,498
Current assets of discontinued operations	—		—		57,814		—			57,814
Total current assets	385,439		204		1,704,970		(1,754		)	2,088,859
Properties and equipment, net	—		22		272,838		—			272,860
Goodwill	—		—		4,061,303		—			4,061,303
Identifiable intangible assets, net	—		—		165,099		—			165,099
Other noncurrent assets	75,336		19		87,909		—			163,264
Investment in subsidiaries	5,453,702		—		—		(5,453,702		)	—
Noncurrent assets of discontinued operations	—		—		237,879		—			237,879
Total assets	$	5,914,477	$	245	$	6,529,998	$	(5,455,456	)	$	6,989,264
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities (including intercompany)	$	60,454	$	54	$	404,947	$	(204	)	$	465,251
Current liabilities of discontinued operations	—		—		16,763		—			16,763
Long-term debt, notes and convertible debentures	2,012,807		—		17,223		—			2,030,030
Deferred income tax liabilities, net-noncurrent	335,504		—		580,706		(1,550		)	914,660
Other noncurrent liabilities	—		—		53,874		—			53,874
Noncurrent liabilities of discontinued operations	—		—		2,974		—			2,974
Stockholders’ equity	3,505,712		191		5,453,511		(5,453,702		)	3,505,712
Total liabilities and stockholders’ equity	$	5,914,477	$	245	$	6,529,998	$	(5,455,456	)	$	6,989,264

Note 21 - Guarantor Subsidiaries - Continued

Condensed Consolidating Statements of Cash Flows

(in thousands)

	For the year ended December 31,
2013:	Parent			Guarantor Subsidiary		Non-Guarantor Subsidiaries			Omnicare, Inc. and Subsidiaries
Cash flows from operating activities:
Net cash flows (used in) from operating activities	$	(16,598	)	$	—	$	483,658		$	467,060
Cash flows from investing activities:
Acquisition of businesses, net of cash received	—			—		(3,895		)	(3,895		)
Divestitures of businesses, net	—			—		11,658			11,658
Capital expenditures	—			—		(95,015		)	(95,015		)
Marketable securities	—			—		(365		)	(365		)
Transfer of cash to trusts for employee health and severance costs, net of payments out of the trust	—			—		1,061			1,061
Other	(227		)	—		(780		)	(1,007		)
Net cash flows used in investing activities	(227		)	—		(87,336		)	(87,563		)
Cash flows from financing activities:
Payments on term loans	(21,250		)	—		—			(21,250		)
Proceeds from long-term borrowings and obligations	—			—		—			—
Payments on long-term borrowings and obligations	(192,322		)	—		—			(192,322		)
Capped Call transaction	—			—		—			—
Fees paid for financing activities	(5,660		)	—		—			(5,660		)
Increase (decrease) in cash overdraft balance	(9,968		)	—		10,441			473
Payments for Omnicare common stock repurchases	(220,971		)	—		—			(220,971		)
Proceeds for stock awards and exercise of stock options, net of stock tendered in payment	15,819			—		—			15,819
Dividends paid	(62,928		)	—		—			(62,928		)
Other	406,341			—		(397,211		)	9,130
Net cash flows (used in) financing activities	(90,939		)	—		(386,770		)	(477,709		)
Net (decrease) increase in cash and cash equivalents	(107,764		)	—		9,552			(98,212		)
Less decrease in cash and cash equivalents of discontinued operations	—			—		(9,593		)	(9,593		)
(Decrease) increase in cash and cash equivalents of continuing operations	(107,764		)	—		19,145			(88,619		)
Cash and cash equivalents at beginning of year	383,674			—		60,946			444,620
Cash and cash equivalents at end of year	$	275,910		$	—	$	80,091		$	356,001

Note 21 - Guarantor Subsidiaries - Continued

Condensed Consolidating Statements of Cash Flows

(in thousands)

	For the year ended December 31,
2012:	Parent			Guarantor Subsidiary		Non-Guarantor Subsidiaries			Omnicare, Inc. and Subsidiaries
Cash flows from operating activities:
Net cash flows (used in) from operating activities	$	(88,461	)	$	—	$	632,945		$	544,484
Cash flows from investing activities:
Acquisition of businesses, net of cash received	—			—		(34,873		)	(34,873		)
Divestitures of businesses, net	—			—		19,207			19,207
Capital expenditures	—			—		(96,924		)	(96,924		)
Marketable securities	(25,514		)	—		496			(25,018		)
Transfer of cash to trusts for employee health and severance costs, net of payments out of the trust	—			—		1,326			1,326
Other	—			—		(3,052		)	(3,052		)
Net cash flows used in investing activities	(25,514		)	—		(113,820		)	(139,334		)
Cash flows from financing activities:
Payments on term loans	(24,688		)	—		—			(24,688		)
Proceeds from long-term borrowings and obligations	425,000			—		—			425,000
Payments on long-term borrowings and obligations	(453,573		)	—		—			(453,573		)
Capped Call transaction	(48,126		)	—		—			(48,126		)
Fees paid for financing activities	(7,566		)	—		—			(7,566		)
Increase (decrease) in cash overdraft balance	(12		)	—		(14,915		)	(14,927		)
Payments for Omnicare common stock repurchases	(388,968		)	—		—			(388,968		)
Payments for stock awards and exercise of stock options, net of stock tendered in payment	24,951			—		—			24,951
Dividends paid	(45,214		)	—		—			(45,214		)
Other	555,592					(553,680		)	1,912
Net cash flows from (used in) financing activities	37,396			—		(568,595		)	(531,199		)
Net decrease in cash and cash equivalents	(76,579		)	—		(49,470		)	(126,049		)
Less increase in cash and cash equivalents of discontinued operations	—			—		6,859			6,859
Decrease in cash and cash equivalents of continuing operations	(76,579		)	—		(56,329		)	(132,908		)
Cash and cash equivalents at beginning of year	460,253			—		117,275			577,528
Cash and cash equivalents at end of year	$	383,674		$	—	$	60,946		$	444,620

Note 21 - Guarantor Subsidiaries - Continued

Condensed Consolidating Statements of Cash Flows

(in thousands)

	For the year ended December 31,
2011:	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Omnicare, Inc. and Subsidiaries
Cash flows from operating activities:
Net cash flows (used in) from operating activities	$	(118,642	)	$	—	$	668,664		$	550,022
Cash flows from investing activities:
Acquisition of businesses, net of cash received	—			—		(101,933		)	(101,933		)
Divestitures of businesses, net	—			—		13,099			13,099
Capital expenditures	—			—		(60,717		)	(60,717		)
Transfer of cash to trusts for employee health and severance costs, net of payments out of the trust	—			—		(275		)	(275		)
Other	—			—		(5,585		)	(5,585		)
Net cash flows used in investing activities	—			—		(155,411		)	(155,411		)
Cash flows used in financing activities:
Payments on term loans	(5,625		)	—		—			(5,625		)
Proceeds from long-term borrowings and obligations	600,000			—		—			600,000
Payments on long-term borrowings and obligations	(777,609		)	—		613			(776,996		)
Fees paid for financing activities	(13,780		)			—			(13,780		)
Increase (decrease) in cash overdraft balance	5,921			—		5,753			11,674
Payments for Omnicare common stock repurchases	(140,127		)	—		—			(140,127		)
Payments for stock awards and exercise of stock options, net of stock tendered in payment	30,712			—		—			30,712
Dividends paid	(17,217		)	—		—			(17,217		)
Other	435,842			—		(433,315		)	2,527
Net cash flows from (used in) financing activities	118,117			—		(426,949		)	(308,832		)
Net increase (decrease) in cash and cash equivalents	(525		)	—		86,304			85,779
Less increase in cash and cash equivalents of discontinued operations	—			—		550			550
Increase (decrease) in cash and cash equivalents of continuing operations	(525		)	—		85,754			85,229
Cash and cash equivalents at beginning of year	460,778			—		31,521			492,299
Cash and cash equivalents at end of year	$	460,253		$	—	$	117,275		$	577,528

XML

Guarantor Subsidiaries (Schedule of Condensed Financial Statements) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Summary Consolidating Statements of Income [Abstract]
Revenue, Net	$ 1,536,169	$ 1,515,168	$ 1,503,116	$ 1,458,945	$ 1,462,198	$ 1,430,920	$ 1,465,083	$ 1,520,263	$ 6,013,398	$ 5,878,464	$ 5,896,606
Cost of Goods and Services Sold	1,176,497	1,163,197	1,143,601	1,109,241	1,106,722	1,082,554	1,120,048	1,173,718	4,592,536	4,483,042	4,603,620
Gross Profit	359,672	351,971	359,515	349,704	355,476	348,366	345,035	346,545	1,420,862	1,395,422	1,292,986
Selling, General and Administrative Expense	190,904	182,668	191,915	190,693	202,639	191,753	189,668	187,944	756,180	772,004	722,167
Provision for Doubtful Accounts	24,448	24,963	26,140	24,010	26,511	23,695	23,728	24,061	99,561	97,995	97,034
Litigation And Other Professional Fees	(2,150)	143,484	3,512	22,619	11,148	4,931	26,093	7,203	167,465	49,375	55,031
Other Cost and Expense, Operating	2,896	61,632	31,268	4,006	2,046	2,946	49,209	11,512	99,802	65,713	16,093
Operating Income (Loss)	143,574	(60,776)	106,680	108,376	113,132	125,041	56,337	115,825	297,854	410,335	402,661
Interest Income (Expense), Net	(29,859)	(34,925)	(29,624)	(29,462)	(29,659)	(39,036)	(35,574)	(30,834)	(123,870)	(135,103)	(160,103)
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest	113,715	(95,701)	77,056	78,914	83,473	86,005	20,763	84,991	173,984	275,232	242,558
Income Tax Expense (Benefit)	55,088	(26,350)	29,754	30,600	30,304	29,988	8,140	34,857	89,092	103,289	99,779
Income (loss) from continuing operations	58,627	(69,351)	47,302	48,314	53,169	56,017	12,623	50,134	84,892	171,943	142,779
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest	(142,323)	3,042	4,917	6,040	5,849	5,408	6,069	5,605	(128,324)	22,931	(55,855)
Income (Loss) from Equity Method Investments									0	0	0
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	(83,696)	(66,309)	52,219	54,354	59,018	61,425	18,692	55,739	(43,432)	194,874	86,924
Comprehensive Income (Loss), Net of Tax, Attributable to Parent									(43,153)	194,744	80,952
Condensed Consolidating Balance Sheets [Abstract]
Cash and Cash Equivalents, at Carrying Value	356,001				444,620				356,001	444,620	577,528	492,299
Restricted Cash and Investments, Current	5				1,066				5	1,066
Accounts Receivable, Net, Current	695,684				822,055				695,684	822,055
Inventory, Net	512,418				374,620				512,418	374,620
Deferred Tax Assets, Net of Valuation Allowance, Current	135,094				136,186				135,094	136,186
Other Assets, Current	265,531				252,498				265,531	252,498
Assets of Disposal Group, Including Discontinued Operation, Current	49,995				57,814				49,995	57,814
Assets, Current	2,014,728				2,088,859				2,014,728	2,088,859
Property, Plant and Equipment, Net	305,888				272,860				305,888	272,860
Goodwill	4,057,456				4,061,303				4,057,456	4,061,303	4,054,923
Intangible Assets, Net (Excluding Goodwill)	129,974				165,099				129,974	165,099
Other Assets, Noncurrent	96,722				163,264				96,722	163,264
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures	0				0				0	0
Assets of Disposal Group, Including Discontinued Operation, Noncurrent	87,078				237,879				87,078	237,879
Assets	6,691,846				6,989,264				6,691,846	6,989,264
Current liabilities of continuing operations	1,114,311				465,251				1,114,311	465,251
Liabilities, Current	1,133,157				482,014				1,133,157	482,014
Liabilities of Disposal Group, Including Discontinued Operation, Current	18,846				16,763				18,846	16,763
Long-term Debt, Excluding Current Maturities	1,418,819				2,030,030				1,418,819	2,030,030
Deferred Tax Liabilities, Net, Noncurrent	1,012,733				914,660				1,012,733	914,660
Other Liabilities, Noncurrent	53,835				53,874				53,835	53,874
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent	1,398				2,974				1,398	2,974
Temporary Equity, Liquidation Preference	331,101				0				331,101	0
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	2,740,803				3,505,712				2,740,803	3,505,712	3,795,436	3,818,761
Liabilities and Equity	6,691,846				6,989,264				6,691,846	6,989,264
Condensed Consolidating Statements of Cash Flows [Abstract]
Net Cash Provided by (Used in) Operating Activities									467,060	544,484	550,022
Payments to Acquire Businesses, Net of Cash Acquired									(3,895)	(34,873)	(101,933)
Divestiture of business, net									11,658	19,207	13,099
Payments to Acquire Property, Plant, and Equipment									(95,015)	(96,924)	(60,717)
Payments to Acquire Marketable Securities									(365)	(25,018)	0
Increase (decrease) in cash transfers to trusts for employee benefit costs									1,061	1,326	(275)
Consolidated Other Proceeds from (expenditures in) Investing Activities									(1,007)	(3,052)	(5,585)
Net Cash Provided by (Used in) Investing Activities									(87,563)	(139,334)	(155,411)
(Payments of) Proceeds from Revolving Credit Facility and Term Loans									(21,250)	(24,688)	(5,625)
Proceeds from long term borrowings and obligations									0	425,000	600,000
Repayments of Other Long-term Debt									(192,322)	(453,573)	(776,996)
Payments of Debt Issuance Costs									(5,660)	(7,566)	(13,780)
Proceeds from (Repayments of) Bank Overdrafts									473	(14,927)	11,674
Payments for Repurchase of Common Stock									(220,971)	(388,968)	(140,127)
Proceeds from Issuance of Shares under Incentive and Share-based Compensation Plans, Including Stock Options									15,819	24,951	30,712
Payments of Ordinary Dividends, Common Stock									(62,928)	(45,214)	(17,217)
Consolidated Other Proceeds from (used in) Financing Activities									9,130	1,912	2,527
Option indexed to issuers equity cash paid									0	(48,126)	0
Net Cash Provided by (Used in) Financing Activities									(477,709)	(531,199)	(308,832)
Cash and Cash Equivalents, Period Increase (Decrease)									(98,212)	(126,049)	85,779
Net Cash Provided by (Used in) Discontinued Operations									(9,593)	6,859	550
Net Cash Provided by (Used in) Continuing Operations									(88,619)	(132,908)	85,229
Parent Company [Member]
Summary Consolidating Statements of Income [Abstract]
Revenue, Net									0	0	0
Cost of Goods Sold									0	0	0
Gross Profit									0	0	0
Selling, General and Administrative Expense									4,802	4,816	15,579
Provision for Doubtful Accounts									0	0	0
Litigation And Other Professional Fees									0	0	0
Other Cost and Expense, Operating									0	35,092	0
Operating Income (Loss)									(4,802)	(39,908)	(15,579)
Interest Income (Expense), Net									(122,404)	(133,368)	(158,621)
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest									(127,206)	(173,276)	(174,200)
Income Tax Expense (Benefit)									(48,923)	(66,763)	(66,753)
Income (loss) from continuing operations									(78,283)	(106,513)	(107,447)
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest									0	0	0
Income (Loss) from Equity Method Investments									34,851	301,387	194,371
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest									(43,432)	194,874	86,924
Comprehensive Income (Loss), Net of Tax, Attributable to Parent									(43,153)	194,744	80,952
Condensed Consolidating Balance Sheets [Abstract]
Cash and Cash Equivalents, at Carrying Value	275,910				383,674				275,910	383,674	460,253	460,778
Restricted Cash and Investments, Current	0				0				0	0
Accounts Receivable, Net, Current	0				0				0	0
Inventory, Net	0				0				0	0
Deferred Tax Assets, Net of Valuation Allowance, Current	0				0				0	0
Other Assets, Current	1,989				1,765				1,989	1,765
Assets of Disposal Group, Including Discontinued Operation, Current	0				0				0	0
Assets, Current	277,899				385,439				277,899	385,439
Property, Plant and Equipment, Net	0				0				0	0
Goodwill	0				0				0	0
Intangible Assets, Net (Excluding Goodwill)	0				0				0	0
Other Assets, Noncurrent	41,825				75,336				41,825	75,336
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures	5,131,280				5,453,702				5,131,280	5,453,702
Assets of Disposal Group, Including Discontinued Operation, Noncurrent	0				0				0	0
Assets	5,451,004				5,914,477				5,451,004	5,914,477
Current liabilities of continuing operations	610,232				60,454				610,232	60,454
Liabilities of Disposal Group, Including Discontinued Operation, Current	0				0				0	0
Long-term Debt, Excluding Current Maturities	1,405,628				2,012,807				1,405,628	2,012,807
Deferred Tax Liabilities, Net, Noncurrent	363,240				335,504				363,240	335,504
Other Liabilities, Noncurrent	0				0				0	0
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent	0				0				0	0
Temporary Equity, Liquidation Preference	331,101								331,101
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	2,740,803				3,505,712				2,740,803	3,505,712
Liabilities and Equity	5,451,004				5,914,477				5,451,004	5,914,477
Condensed Consolidating Statements of Cash Flows [Abstract]
Net Cash Provided by (Used in) Operating Activities									(16,598)	(88,461)	(118,642)
Payments to Acquire Businesses, Net of Cash Acquired									0	0	0
Divestiture of business, net									0	0	0
Payments to Acquire Property, Plant, and Equipment									0	0	0
Payments to Acquire Marketable Securities									0	(25,514)
Increase (decrease) in cash transfers to trusts for employee benefit costs									0	0	0
Consolidated Other Proceeds from (expenditures in) Investing Activities									(227)	0	0
Net Cash Provided by (Used in) Investing Activities									(227)	(25,514)	0
(Payments of) Proceeds from Revolving Credit Facility and Term Loans									(21,250)	(24,688)	(5,625)
Proceeds from long term borrowings and obligations									0	425,000	600,000
Repayments of Other Long-term Debt									(192,322)	(453,573)	(777,609)
Payments of Debt Issuance Costs									(5,660)	(7,566)	(13,780)
Proceeds from (Repayments of) Bank Overdrafts									(9,968)	(12)	5,921
Payments for Repurchase of Common Stock									(220,971)	(388,968)	(140,127)
Proceeds from Issuance of Shares under Incentive and Share-based Compensation Plans, Including Stock Options									15,819	24,951	30,712
Payments of Ordinary Dividends, Common Stock									(62,928)	(45,214)	(17,217)
Consolidated Other Proceeds from (used in) Financing Activities									406,341	555,592	435,842
Option indexed to issuers equity cash paid									0	48,126
Net Cash Provided by (Used in) Financing Activities									(90,939)	37,396	118,117
Cash and Cash Equivalents, Period Increase (Decrease)									(107,764)	(76,579)	(525)
Net Cash Provided by (Used in) Discontinued Operations									0	0	0
Net Cash Provided by (Used in) Continuing Operations									(107,764)	(76,579)	(525)
Guarantor Subsidiaries [Member] | Senior Notes Payable [Member]
Summary Consolidating Statements of Income [Abstract]
Revenue, Net									5,890,052	5,744,768	5,774,760
Cost of Goods Sold									4,520,958	4,399,305	4,522,575
Gross Profit									1,369,094	1,345,463	1,252,185
Selling, General and Administrative Expense									733,529	745,864	695,240
Provision for Doubtful Accounts									97,612	96,460	95,121
Litigation And Other Professional Fees									167,465	49,375	55,031
Other Cost and Expense, Operating									92,531	34,633	16,093
Operating Income (Loss)									277,957	419,131	390,700
Interest Income (Expense), Net									(1,102)	(1,089)	(1,476)
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest									276,855	418,042	389,224
Income Tax Expense (Benefit)									125,859	159,786	155,982
Income (loss) from continuing operations									150,996	258,256	233,242
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest									(128,267)	22,982	(52,521)
Income (Loss) from Equity Method Investments									0	0	0
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest									22,729	281,238	180,721
Comprehensive Income (Loss), Net of Tax, Attributable to Parent									22,729	281,238	180,721
Condensed Consolidating Balance Sheets [Abstract]
Cash and Cash Equivalents, at Carrying Value	68,050				49,108				68,050	49,108	99,441	15,802
Restricted Cash and Investments, Current	5				1,066				5	1,066
Accounts Receivable, Net, Current	693,729				814,863				693,729	814,863
Inventory, Net	505,567				368,671				505,567	368,671
Deferred Tax Assets, Net of Valuation Allowance, Current	135,148				137,736				135,148	137,736
Other Assets, Current	242,161				246,687				242,161	246,687
Assets of Disposal Group, Including Discontinued Operation, Current	49,128				57,017				49,128	57,017
Assets, Current	1,693,788				1,675,148				1,693,788	1,675,148
Property, Plant and Equipment, Net	301,200				266,270				301,200	266,270
Goodwill	4,028,651				4,024,263				4,028,651	4,024,263
Intangible Assets, Net (Excluding Goodwill)	127,798				162,078				127,798	162,078
Other Assets, Noncurrent	54,834				92,859				54,834	92,859
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures	0				(33)				0	(33)
Assets of Disposal Group, Including Discontinued Operation, Noncurrent	87,047				237,879				87,047	237,879
Assets	6,293,318				6,458,464				6,293,318	6,458,464
Current liabilities of continuing operations	793,461				570,272				793,461	570,272
Liabilities of Disposal Group, Including Discontinued Operation, Current	18,829				16,753				18,829	16,753
Long-term Debt, Excluding Current Maturities	13,191				17,223				13,191	17,223
Deferred Tax Liabilities, Net, Noncurrent	635,640				559,405				635,640	559,405
Other Liabilities, Noncurrent	52,072				65,187				52,072	65,187
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent	1,398				2,974				1,398	2,974
Temporary Equity, Liquidation Preference	0								0
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	4,778,727				5,226,650				4,778,727	5,226,650
Liabilities and Equity	6,293,318				6,458,464				6,293,318	6,458,464
Condensed Consolidating Statements of Cash Flows [Abstract]
Net Cash Provided by (Used in) Operating Activities									492,414	636,402	665,702
Payments to Acquire Businesses, Net of Cash Acquired									(3,895)	(34,873)	(101,933)
Divestiture of business, net									1,250	19,207	13,099
Payments to Acquire Property, Plant, and Equipment									(93,566)	(94,527)	(58,308)
Payments to Acquire Marketable Securities									(365)	0
Increase (decrease) in cash transfers to trusts for employee benefit costs									1,061	1,326	(275)
Consolidated Other Proceeds from (expenditures in) Investing Activities									(780)	(3,108)	(5,574)
Net Cash Provided by (Used in) Investing Activities									(96,295)	(111,975)	(152,991)
(Payments of) Proceeds from Revolving Credit Facility and Term Loans									0	0	0
Proceeds from long term borrowings and obligations									0	0	0
Repayments of Other Long-term Debt									0	0	613
Payments of Debt Issuance Costs									0	0
Proceeds from (Repayments of) Bank Overdrafts									10,441	(14,915)	5,753
Payments for Repurchase of Common Stock									0	0	0
Proceeds from Issuance of Shares under Incentive and Share-based Compensation Plans, Including Stock Options									0	0	0
Payments of Ordinary Dividends, Common Stock									0	0	0
Consolidated Other Proceeds from (used in) Financing Activities									(397,211)	(552,986)	(434,889)
Option indexed to issuers equity cash paid									0	0
Net Cash Provided by (Used in) Financing Activities									(386,770)	(567,901)	(428,523)
Cash and Cash Equivalents, Period Increase (Decrease)									9,349	(43,474)	84,188
Net Cash Provided by (Used in) Discontinued Operations									9,593	(6,859)	(549)
Net Cash Provided by (Used in) Continuing Operations									18,942	(50,333)	83,639
Guarantor Subsidiaries [Member] | Convertible SeniorDebentures [Member]
Summary Consolidating Statements of Income [Abstract]
Revenue, Net									0	0	0
Cost of Goods Sold									0	0	0
Gross Profit									0	0	0
Selling, General and Administrative Expense									1,732	1,438	1,467
Provision for Doubtful Accounts									0	0	0
Litigation And Other Professional Fees									0	0	0
Other Cost and Expense, Operating									0	0	0
Operating Income (Loss)									(1,732)	(1,438)	(1,467)
Interest Income (Expense), Net									0	0	0
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest									(1,732)	(1,438)	(1,467)
Income Tax Expense (Benefit)									(666)	(557)	(562)
Income (loss) from continuing operations									(1,066)	(881)	(905)
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest									0	0	0
Income (Loss) from Equity Method Investments									0	0	0
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest									(1,066)	(881)	(905)
Comprehensive Income (Loss), Net of Tax, Attributable to Parent									(1,066)	(881)	(905)
Condensed Consolidating Balance Sheets [Abstract]
Cash and Cash Equivalents, at Carrying Value	0				0				0	0	0	0
Restricted Cash and Investments, Current	0				0				0	0
Accounts Receivable, Net, Current	210				204				210	204
Inventory, Net	0				0				0	0
Deferred Tax Assets, Net of Valuation Allowance, Current	0				0				0	0
Other Assets, Current	0				0				0	0
Assets of Disposal Group, Including Discontinued Operation, Current	0				0				0	0
Assets, Current	210				204				210	204
Property, Plant and Equipment, Net	19				22				19	22
Goodwill	0				0				0	0
Intangible Assets, Net (Excluding Goodwill)	0				0				0	0
Other Assets, Noncurrent	19				19				19	19
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures	0				0				0	0
Assets of Disposal Group, Including Discontinued Operation, Noncurrent	0				0				0	0
Assets	248				245				248	245
Current liabilities of continuing operations	0				54				0	54
Liabilities of Disposal Group, Including Discontinued Operation, Current	0				0				0	0
Long-term Debt, Excluding Current Maturities	0				0				0	0
Deferred Tax Liabilities, Net, Noncurrent	0				0				0	0
Other Liabilities, Noncurrent	0				0				0	0
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent	0				0				0	0
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	248				191				248	191
Liabilities and Equity	248				245				248	245
Condensed Consolidating Statements of Cash Flows [Abstract]
Net Cash Provided by (Used in) Operating Activities									0	0	0
Payments to Acquire Businesses, Net of Cash Acquired									0	0	0
Divestiture of business, net									0	0	0
Payments to Acquire Property, Plant, and Equipment									0	0	0
Payments to Acquire Marketable Securities									0	0
Increase (decrease) in cash transfers to trusts for employee benefit costs									0	0	0
Consolidated Other Proceeds from (expenditures in) Investing Activities									0	0	0
Net Cash Provided by (Used in) Investing Activities									0	0	0
(Payments of) Proceeds from Revolving Credit Facility and Term Loans									0	0	0
Proceeds from long term borrowings and obligations									0	0	0
Repayments of Other Long-term Debt									0	0	0
Payments of Debt Issuance Costs									0	0
Proceeds from (Repayments of) Bank Overdrafts									0	0	0
Payments for Repurchase of Common Stock									0	0	0
Proceeds from Issuance of Shares under Incentive and Share-based Compensation Plans, Including Stock Options									0	0	0
Payments of Ordinary Dividends, Common Stock									0	0	0
Consolidated Other Proceeds from (used in) Financing Activities									0		0
Option indexed to issuers equity cash paid									0	0
Net Cash Provided by (Used in) Financing Activities									0	0	0
Cash and Cash Equivalents, Period Increase (Decrease)									0	0	0
Net Cash Provided by (Used in) Discontinued Operations									0	0	0
Net Cash Provided by (Used in) Continuing Operations									0	0	0
Non-Guarantor Subsidiaries [Member] | Senior Notes Payable [Member]
Summary Consolidating Statements of Income [Abstract]
Revenue, Net									123,346	133,696	121,846
Cost of Goods Sold									71,578	83,737	81,045
Gross Profit									51,768	49,959	40,801
Selling, General and Administrative Expense									17,849	21,324	11,348
Provision for Doubtful Accounts									1,949	1,535	1,913
Litigation And Other Professional Fees									0	0	0
Other Cost and Expense, Operating									7,271	(4,012)	0
Operating Income (Loss)									24,699	31,112	27,540
Interest Income (Expense), Net									(364)	(646)	(6)
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest									24,335	30,466	27,534
Income Tax Expense (Benefit)									12,156	10,266	10,550
Income (loss) from continuing operations									12,179	20,200	16,984
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest									(57)	(51)	(3,334)
Income (Loss) from Equity Method Investments									0	0	0
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest									12,122	20,149	13,650
Comprehensive Income (Loss), Net of Tax, Attributable to Parent									12,122	21,533	8,959
Condensed Consolidating Balance Sheets [Abstract]
Cash and Cash Equivalents, at Carrying Value	12,041				11,838				12,041	11,838	17,834	15,719
Restricted Cash and Investments, Current	0				0				0	0
Accounts Receivable, Net, Current	315,323				197,263				315,323	197,263
Inventory, Net	6,851				5,949				6,851	5,949
Deferred Tax Assets, Net of Valuation Allowance, Current	0				0				0	0
Other Assets, Current	21,381				14,871				21,381	14,871
Assets of Disposal Group, Including Discontinued Operation, Current	867				797				867	797
Assets, Current	356,463				230,718				356,463	230,718
Property, Plant and Equipment, Net	4,688				6,590				4,688	6,590
Goodwill	28,805				37,040				28,805	37,040
Intangible Assets, Net (Excluding Goodwill)	2,176				3,021				2,176	3,021
Other Assets, Noncurrent	63				11,382				63	11,382
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures	0				33				0	33
Assets of Disposal Group, Including Discontinued Operation, Noncurrent	31				0				31	0
Assets	392,226				288,784				392,226	288,784
Current liabilities of continuing operations	23,986				35,421				23,986	35,421
Liabilities of Disposal Group, Including Discontinued Operation, Current	17				10				17	10
Long-term Debt, Excluding Current Maturities	0				5,000				0	5,000
Deferred Tax Liabilities, Net, Noncurrent	13,907				21,301				13,907	21,301
Other Liabilities, Noncurrent	1,763				0				1,763	0
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent	0				0				0	0
Temporary Equity, Liquidation Preference	0								0
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	352,553				227,052				352,553	227,052
Liabilities and Equity	392,226				288,784				392,226	288,784
Condensed Consolidating Statements of Cash Flows [Abstract]
Net Cash Provided by (Used in) Operating Activities									(8,756)	(3,457)	2,962
Payments to Acquire Businesses, Net of Cash Acquired									0	0	0
Divestiture of business, net									10,408	0	0
Payments to Acquire Property, Plant, and Equipment									(1,449)	(2,397)	(2,409)
Payments to Acquire Marketable Securities									0	496
Increase (decrease) in cash transfers to trusts for employee benefit costs									0	0	0
Consolidated Other Proceeds from (expenditures in) Investing Activities									0	56	(11)
Net Cash Provided by (Used in) Investing Activities									8,959	(1,845)	(2,420)
(Payments of) Proceeds from Revolving Credit Facility and Term Loans									0	0	0
Proceeds from long term borrowings and obligations									0	0	0
Repayments of Other Long-term Debt									0	0	0
Payments of Debt Issuance Costs									0	0
Proceeds from (Repayments of) Bank Overdrafts									0	0	0
Payments for Repurchase of Common Stock									0	0	0
Proceeds from Issuance of Shares under Incentive and Share-based Compensation Plans, Including Stock Options									0	0	0
Payments of Ordinary Dividends, Common Stock									0	0	0
Consolidated Other Proceeds from (used in) Financing Activities									0	(694)	1,574
Option indexed to issuers equity cash paid									0	0
Net Cash Provided by (Used in) Financing Activities									0	(694)	1,574
Cash and Cash Equivalents, Period Increase (Decrease)									203	(5,996)	2,116
Net Cash Provided by (Used in) Discontinued Operations									0	0	(1)
Net Cash Provided by (Used in) Continuing Operations									203	(5,996)	2,115
Non-Guarantor Subsidiaries [Member] | Convertible SeniorDebentures [Member]
Summary Consolidating Statements of Income [Abstract]
Revenue, Net									6,013,398	5,878,464	5,896,606
Cost of Goods Sold									4,592,536	4,483,042	4,603,620
Gross Profit									1,420,862	1,395,422	1,292,986
Selling, General and Administrative Expense									749,646	765,750	705,121
Provision for Doubtful Accounts									99,561	97,995	97,034
Litigation And Other Professional Fees									167,465	49,375	55,031
Other Cost and Expense, Operating									99,802	30,621	16,093
Operating Income (Loss)									304,388	451,681	419,707
Interest Income (Expense), Net									(1,466)	(1,735)	(1,482)
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest									302,922	449,946	418,225
Income Tax Expense (Benefit)									138,681	170,609	167,094
Income (loss) from continuing operations									164,241	279,337	251,131
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest									(128,324)	22,931	(55,855)
Income (Loss) from Equity Method Investments									0	0	0
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest									35,917	302,268	195,276
Comprehensive Income (Loss), Net of Tax, Attributable to Parent									35,917	303,652	190,585
Condensed Consolidating Balance Sheets [Abstract]
Cash and Cash Equivalents, at Carrying Value	80,091				60,946				80,091	60,946	117,275	31,521
Restricted Cash and Investments, Current	5				1,066				5	1,066
Accounts Receivable, Net, Current	695,684				822,055				695,684	822,055
Inventory, Net	512,418				374,620				512,418	374,620
Deferred Tax Assets, Net of Valuation Allowance, Current	135,094				137,736				135,094	137,736
Other Assets, Current	263,542				250,733				263,542	250,733
Assets of Disposal Group, Including Discontinued Operation, Current	49,995				57,814				49,995	57,814
Assets, Current	1,736,829				1,704,970				1,736,829	1,704,970
Property, Plant and Equipment, Net	305,869				272,838				305,869	272,838
Goodwill	4,057,456				4,061,303				4,057,456	4,061,303
Intangible Assets, Net (Excluding Goodwill)	129,974				165,099				129,974	165,099
Other Assets, Noncurrent	54,878				87,909				54,878	87,909
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures	0				0				0	0
Assets of Disposal Group, Including Discontinued Operation, Noncurrent	87,078				237,879				87,078	237,879
Assets	6,372,084				6,529,998				6,372,084	6,529,998
Current liabilities of continuing operations	504,289				404,947				504,289	404,947
Liabilities of Disposal Group, Including Discontinued Operation, Current	18,846				16,763				18,846	16,763
Long-term Debt, Excluding Current Maturities	13,191				17,223				13,191	17,223
Deferred Tax Liabilities, Net, Noncurrent	649,493				580,706				649,493	580,706
Other Liabilities, Noncurrent	53,835				53,874				53,835	53,874
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent	1,398				2,974				1,398	2,974
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	5,131,032				5,453,511				5,131,032	5,453,511
Liabilities and Equity	6,372,084				6,529,998				6,372,084	6,529,998
Condensed Consolidating Statements of Cash Flows [Abstract]
Net Cash Provided by (Used in) Operating Activities									483,658	632,945	668,664
Payments to Acquire Businesses, Net of Cash Acquired									(3,895)	(34,873)	(101,933)
Divestiture of business, net									11,658	19,207	13,099
Payments to Acquire Property, Plant, and Equipment									(95,015)	(96,924)	(60,717)
Payments to Acquire Marketable Securities									(365)	496
Increase (decrease) in cash transfers to trusts for employee benefit costs									1,061	1,326	(275)
Consolidated Other Proceeds from (expenditures in) Investing Activities									(780)	(3,052)	(5,585)
Net Cash Provided by (Used in) Investing Activities									(87,336)	(113,820)	(155,411)
(Payments of) Proceeds from Revolving Credit Facility and Term Loans									0	0	0
Proceeds from long term borrowings and obligations									0	0	0
Repayments of Other Long-term Debt									0	0	613
Payments of Debt Issuance Costs									0	0	0
Proceeds from (Repayments of) Bank Overdrafts									10,441	(14,915)	5,753
Payments for Repurchase of Common Stock									0	0	0
Proceeds from Issuance of Shares under Incentive and Share-based Compensation Plans, Including Stock Options									0	0	0
Payments of Ordinary Dividends, Common Stock									0	0	0
Consolidated Other Proceeds from (used in) Financing Activities									(397,211)	(553,680)	(433,315)
Option indexed to issuers equity cash paid									0	0
Net Cash Provided by (Used in) Financing Activities									(386,770)	(568,595)	(426,949)
Cash and Cash Equivalents, Period Increase (Decrease)									9,552	(49,470)	86,304
Net Cash Provided by (Used in) Discontinued Operations									9,593	6,859	(550)
Net Cash Provided by (Used in) Continuing Operations									19,145	(56,329)	85,754
Consolidating, Eliminating Adjustments [Member] | Senior Notes Payable [Member]
Summary Consolidating Statements of Income [Abstract]
Revenue, Net									0	0	0
Cost of Goods Sold									0	0	0
Gross Profit									0	0	0
Selling, General and Administrative Expense									0	0	0
Provision for Doubtful Accounts									0	0	0
Litigation And Other Professional Fees									0	0	0
Other Cost and Expense, Operating									0	0	0
Operating Income (Loss)									0	0	0
Interest Income (Expense), Net									0	0	0
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest									0	0	0
Income Tax Expense (Benefit)									0	0	0
Income (loss) from continuing operations									0	0	0
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest									0	0	0
Income (Loss) from Equity Method Investments									(34,851)	(301,387)	(194,371)
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest									(34,851)	(301,387)	(194,371)
Comprehensive Income (Loss), Net of Tax, Attributable to Parent									(34,851)	(302,771)	(189,680)
Condensed Consolidating Balance Sheets [Abstract]
Cash and Cash Equivalents, at Carrying Value	0				0				0	0
Restricted Cash and Investments, Current	0				0				0	0
Accounts Receivable, Net, Current	(313,368)				(190,071)				(313,368)	(190,071)
Inventory, Net	0				0				0	0
Deferred Tax Assets, Net of Valuation Allowance, Current	(54)				(1,550)				(54)	(1,550)
Other Assets, Current	0				(10,825)				0	(10,825)
Assets of Disposal Group, Including Discontinued Operation, Current	0				0				0	0
Assets, Current	(313,422)				(202,446)				(313,422)	(202,446)
Property, Plant and Equipment, Net	0				0				0	0
Goodwill	0				0				0	0
Intangible Assets, Net (Excluding Goodwill)	0				0				0	0
Other Assets, Noncurrent	0				(16,313)				0	(16,313)
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures	(5,131,280)				(5,453,702)				(5,131,280)	(5,453,702)
Assets of Disposal Group, Including Discontinued Operation, Noncurrent	0				0				0	0
Assets	(5,444,702)				(5,672,461)				(5,444,702)	(5,672,461)
Current liabilities of continuing operations	(313,368)				(200,896)				(313,368)	(200,896)
Liabilities of Disposal Group, Including Discontinued Operation, Current	0				0				0	0
Long-term Debt, Excluding Current Maturities	0				(5,000)				0	(5,000)
Deferred Tax Liabilities, Net, Noncurrent	(54)				(1,550)				(54)	(1,550)
Other Liabilities, Noncurrent	0				(11,313)				0	(11,313)
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent	0				0				0	0
Temporary Equity, Liquidation Preference	0								0
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	(5,131,280)				(5,453,702)				(5,131,280)	(5,453,702)
Liabilities and Equity	(5,444,702)				(5,672,461)				(5,444,702)	(5,672,461)
Consolidating, Eliminating Adjustments [Member] | Convertible SeniorDebentures [Member]
Summary Consolidating Statements of Income [Abstract]
Revenue, Net									0	0	0
Cost of Goods Sold									0	0	0
Gross Profit									0	0	0
Selling, General and Administrative Expense									0	0	0
Provision for Doubtful Accounts									0	0	0
Litigation And Other Professional Fees									0	0	0
Other Cost and Expense, Operating									0	0	0
Operating Income (Loss)									0	0	0
Interest Income (Expense), Net									0	0	0
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest									0	0	0
Income Tax Expense (Benefit)									0	0	0
Income (loss) from continuing operations									0	0	0
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest									0	0	0
Income (Loss) from Equity Method Investments									(34,851)	(301,387)	(194,371)
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest									(34,851)	(301,387)	(194,371)
Comprehensive Income (Loss), Net of Tax, Attributable to Parent									(34,851)	(302,771)	(189,680)
Condensed Consolidating Balance Sheets [Abstract]
Cash and Cash Equivalents, at Carrying Value	0				0				0	0
Restricted Cash and Investments, Current	0				0				0	0
Accounts Receivable, Net, Current	(210)				(204)				(210)	(204)
Inventory, Net	0				0				0	0
Deferred Tax Assets, Net of Valuation Allowance, Current	0				(1,550)				0	(1,550)
Other Assets, Current	0				0				0	0
Assets of Disposal Group, Including Discontinued Operation, Current	0				0				0	0
Assets, Current	(210)				(1,754)				(210)	(1,754)
Property, Plant and Equipment, Net	0				0				0	0
Goodwill	0				0				0	0
Intangible Assets, Net (Excluding Goodwill)	0				0				0	0
Other Assets, Noncurrent	0				0				0	0
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures	(5,131,280)				(5,453,702)				(5,131,280)	(5,453,702)
Assets of Disposal Group, Including Discontinued Operation, Noncurrent	0				0				0	0
Assets	(5,131,490)				(5,455,456)				(5,131,490)	(5,455,456)
Current liabilities of continuing operations	(210)				(204)				(210)	(204)
Liabilities of Disposal Group, Including Discontinued Operation, Current	0				0				0	0
Long-term Debt, Excluding Current Maturities	0				0				0	0
Deferred Tax Liabilities, Net, Noncurrent	0				(1,550)				0	(1,550)
Other Liabilities, Noncurrent	0				0				0	0
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent	0				0				0	0
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	(5,131,280)				(5,453,702)				(5,131,280)	(5,453,702)
Liabilities and Equity	$ (5,131,490)				$ (5,455,456)				$ (5,131,490)	$ (5,455,456)

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Significant Accounting Policies Significant Accounting Policies (Concentration of Credit Risk) (Details) (Sales Revenue, Services, Net [Member])	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Concentration Risk [Line Items]
Concentration Risk, Percentage	100.00%	100.00%	100.00%
Private Pay, third-party and facilities [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	36.00%	36.00%	39.00%
Feredal Medicare program (Part D & Part B) [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	55.00%	52.00%	49.00%
State Medicaid Programs [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	7.00%	8.00%	9.00%
Other sources [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	2.00%	4.00%	3.00%

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2013

Income Taxes [Abstract]

Summary of Income Tax Contingencies [Table Text Block]

A reconciliation of the beginning and ending of year amount of unrecognized tax benefit is as follows (in thousands):

	2013			2012			2011
Unrecognized tax benefits at beginning of year	$	14,216		$	17,091		$	18,034
Additions based on tax positions related to the current year	1,440			1,845			1,219
Additions for tax positions of prior years	8,114			2,050			5,212
Reductions for tax positions of prior years	(3,023		)	(3,051		)	(492		)
Settlement reductions	(4,602		)	(3,410		)	(5,330		)
Reductions for tax positions settled through the expirations of the statute of limitations	(1,323		)	(309		)	(1,552		)
Unrecognized tax benefits at end of year	$	14,822		$	14,216		$	17,091

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

The provision for income taxes from continuing operations is comprised of the following (in thousands):

	For the years ended December 31,
	2013		2012		2011
Current provision	$	27,160	$	7,962	$	34,701
Deferred provision	61,932		95,327		65,078
Total income tax provision from continuing operations	$	89,092	$	103,289	$	99,779

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

Effective Income Tax Rate

The difference between the Company’s reported income tax expense from continuing operations and the federal income tax expense from continuing operations computed at the statutory rate of 35.0% is explained in the following table (in thousands):

	For the years ended December 31,
	2013					2012					2011
Federal income tax at the statutory rate	$	60,897		35.0	%	$	96,331		35.0	%	$	84,896		35.0	%
State, local and foreign income taxes, net of federal income tax benefit	8,142			4.7		9,491			3.4		8,494			3.5
(Reduction)increase for tax positions settled, net of federal income tax benefit	(2,068		)	(1.2	)	80			—		(1,676		)	(0.7	)
Settlements	17,136			9.8		—			—		7,000			2.9
Other, net	4,985			2.9		(2,613		)	(0.9	)	1,065			0.4
Total income tax provision from continuing operations	$	89,092		51.2	%	$	103,289		37.5	%	$	99,779		41.1	%

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands):

	December 31,
	2013			2012
Accounts receivable reserves	$	77,610		$	91,773
Net operating loss (“NOL”) and capital loss carryforwards	76,809			81,530
Accrued liabilities	116,162			78,331
Other	18,030			47,421
Gross deferred tax assets, before valuation allowances	288,611			299,055
Valuation allowances	(24,159		)	(21,037		)
Gross deferred tax assets, net of valuation allowances	$	264,452		$	278,018
Amortization of intangibles	$	623,087		$	606,933
Contingent convertible debentures interest	412,305			353,397
Fixed assets and depreciation methods	73,538			55,135
Subsidiary stock basis	10,776			12,271
Current and noncurrent assets	508			10,702
Other	21,877			18,054
Gross deferred tax liabilities	$	1,142,091		$	1,056,492

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Consolidated Statements of Stockholders' Equity (USD $)	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Treasury Stock [Member]	Accumulated Other Comprehensive Income (Loss) [Member]
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Dec. 31, 2010	$ 3,818,761,000	$ 129,634,000	$ 2,424,978,000	$ 1,582,489,000	$ (333,554,000)	$ 15,214,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Dividends, Common Stock, Cash	(17,217,000)	0	0	(17,217,000)	0	0
Stocks Acquired Issued For Benefit Plans	(14,000)	0	0	0	(14,000)	0
Stock Issued During Period Value Stock Options Exercised Net Of Amortization Forfeitures	42,010,000	1,565,000	40,466,000	0	(21,000)	0
Treasury Stock, Value, Acquired, Cost Method	(140,127,000)	0	0	0	(140,127,000)	0
Translation adjustment recorde as loss on sales of CRO	(2,210,000)					(2,210,000)
Stockholders' Equity, Other	348,000	0	0	348,000	0	0
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures	(13,629,000)	(558,000)	(23,497,000)	(19,000)	(10,407,000)	0
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	86,924,000	0	0	86,924,000	0	0
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	(5,972,000)	0	0	0	0	(5,972,000)
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest CLONE at Dec. 31, 2011	3,795,436,000	131,757,000	2,488,941,000	1,651,829,000	(484,123,000)	7,032,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Dividends, Common Stock, Cash	(45,214,000)	0	0	(45,214,000)	0	0
Stocks Acquired Issued For Benefit Plans	39,000	0	0	0	39,000	0
Stock Issued During Period Value Stock Options Exercised Net Of Amortization Forfeitures	51,156,000	1,295,000	50,093,000	0	(232,000)	0
Treasury Stock, Value, Acquired, Cost Method	(339,117,000)	0	0	0	(339,117,000)	0
Translation adjustment recorde as loss on sales of CRO	9,722,000	0	0	0	0	9,722,000
Stockholders' Equity, Other	(48,126,000)	0	(48,126,000)	0	0	0
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt	(54,546,000)	0	(54,546,000)	0	0	0
Forward Contract Indexed to Issuer's Equity, Redeemable Stock, Redemption Requirements, Amount	50,000,000	0		0	0	0
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures	(11,062,000)	(451,000)	(33,608,000)	(414,000)	(22,583,000)	0
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	194,874,000	0	0	194,874,000	0	0
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	(130,000)	0	0	0	0	(130,000)
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest CLONE at Dec. 31, 2012	3,505,712,000	133,503,000	2,419,970,000	1,801,075,000	(846,016,000)	(2,820,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Dividends, Common Stock, Cash	(62,928,000)	0	0	(62,928,000)	0	0
Stocks Acquired Issued For Benefit Plans	57,000	0	0	0	57,000	0
Stock Issued During Period Value Stock Options Exercised Net Of Amortization Forfeitures	22,765,000	744,000	22,088,000	0	(67,000)	0
Treasury Stock, Value, Acquired, Cost Method	(220,971,000)	0	0	0	(220,971,000)	0
Forward Contract Indexed to Issuer's Equity, Redeemable Stock, Redemption Requirements, Amount	0	0	50,000,000	0	(50,000,000)	0
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures	(14,032,000)	(376,000)	(29,849,000)	(916,000)	(15,277,000)	0
Stock Issued During Period, Value, Conversion of Convertible Securities		1,000
APIC impact of debt exchanged/converted	(143,610,000)		(143,611,000)	0	0	0
Temporary Equity, Carrying Amount, Period Increase (Decrease)	(331,101,000)	0	(331,101,000)	0	0	0
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	(43,432,000)	0	0	(43,432,000)	0	0
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	279,000	0	0	0	0	279,000
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest CLONE at Dec. 31, 2013	$ 2,740,803,000	$ 134,624,000	$ 2,047,195,000	$ 1,693,799,000	$ (1,132,274,000)	$ (2,541,000)

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Income Taxes Deferred Tax Assets and Liabilities (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Income Taxes [Abstract]
Accounts receivable reserves	$ 77,610,000	$ 91,773,000
Net operating loss (“NOL”) carryforwards	76,809,000	81,530,000
Accrued liabilities	116,162,000	78,331,000
Other	18,030,000	47,421,000
Gross deferred tax assets, net of valuation allowances	288,611,000	299,055,000
Valuation allowances	(24,159,000)	(21,037,000)
Gross deferred tax assets, net of valuation allowances	264,452,000	278,018,000
Amortization of intangibles	623,087,000	606,933,000
Contingent convertible debentures interest	412,305,000	353,397,000
Fixed assets and depreciation methods	73,538,000	55,135,000
Subsidiary stock basis	10,776,000	12,271,000
Current and noncurrent assets	508,000	10,702,000
Other	21,877,000	18,054,000
Gross deferred tax liabilities	1,142,091,000	1,056,492,000
deferred tax benefit, ferderal, state and foreign	77,000,000
deferred federal tax asset, net	26,000,000
deferred state tax asset, net	47,000,000
deferred foreign tax asset, net	$ 4,000,000

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Acquisitions (Notes)

12 Months Ended

Dec. 31, 2013

Acquisitions [Abstract]

Business Combination Disclosure [Text Block]

Historically, the Company had a business model involving acquiring providers of pharmaceutical products and related pharmacy services to long-term care facilities and their residents as well as patients in other care settings.  The Company’s strategy has included the acquisition of freestanding institutional pharmacy businesses as well as other assets, generally insignificant in size, which have been combined with existing pharmacy operations to augment their internal growth.  From time-to-time, the Company may acquire other businesses which complement the Company’s core businesses.

In the years ended December 31, 2013, 2012 and 2011, the Company incurred acquisition and other related costs of approximately $2.3 million, $1.4 million and $25.5 million, respectively, which were primarily related to professional fees and acquisition related restructuring costs for acquisitions offset in part by a reduction of the Company’s original estimate of contingent consideration payable for certain acquisitions.

During the years ended December 31, 2012 and 2011, the Company completed one and two acquisitions of businesses (all of which were in the LTC segment), respectively, none of which were, individually or in the aggregate, significant to the Company.  No acquisitions were completed in 2013. Acquisitions of businesses required cash payments of approximately $4 million, $35 million and $102 million (including amounts payable pursuant to acquisition agreements relating to prior-period acquisitions) in 2013, 2012 and 2011, respectively.  The impact of these aggregate acquisitions on the Company’s overall goodwill balance has been reflected in the disclosures at the “Goodwill and Other Intangible Assets” note.  The net assets and operating results of acquisitions have been included in the Company’s consolidated financial statements from their respective dates of acquisition.

Amounts contingently payable through 2013, primarily representing payments originating from earnout provisions of acquisitions which were completed prior to January 1, 2009, were immaterial as of December 31, 2013.

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Discontinued Operations (Details) (USD $)	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Statement by Disposal Groups, Including Discontinued Operations [Line Items]
Net sales									$ 263,800,000	$ 281,924,000	$ 343,320,000
Loss from operations, pretax									23,328,000	36,843,000	21,048,000
Income tax benefit									9,509,000	13,912,000	8,141,000
Loss from operations, after tax									13,819,000	22,931,000	12,907,000
Impairment loss									(144,739,000)	0	(73,083,000)
Income tax benefit of impairment loss									2,596,000	0	4,321,000
Impairment loss, aftertax									(142,143,000)	0	(68,762,000)
Loss from discontinued operations	(142,323,000)	3,042,000	4,917,000	6,040,000	5,849,000	5,408,000	6,069,000	5,605,000	(128,324,000)	22,931,000	(55,855,000)
Hospice Disposal Group [Member] [Member]
Income Statement by Disposal Groups, Including Discontinued Operations [Line Items]
Net sales									210,041,000	223,135,000	223,227,000
Loss from operations, pretax					36,787,000				25,120,000		30,486,000
Income tax benefit					13,889,000				10,136,000		11,602,000
Loss from operations, after tax									14,984,000	22,898,000	18,884,000
Impairment loss									(139,783,000)		0
Goodwill, Impairment Loss									133,000,000
Impairment of Intangible Assets, Finite-lived									6,800,000
Income tax benefit of impairment loss									2,596,000		0
Loss from discontinued operations									(122,203,000)	22,898,000	18,884,000
Retail Disposal Group [Member]
Income Statement by Disposal Groups, Including Discontinued Operations [Line Items]
Net sales									53,759,000	58,789,000	63,089,000
Loss from operations, pretax					56,000				(1,792,000)		(219,000)
Income tax benefit					23,000				(627,000)		(88,000)
Loss from operations, after tax									(1,165,000)	33,000	(131,000)
Impairment loss									(4,956,000)		0
Goodwill, Impairment Loss									5,000,000
Income tax benefit of impairment loss									0		0
Loss from discontinued operations									(6,121,000)	33,000	(131,000)
DME Disposal Group [Member]
Income Statement by Disposal Groups, Including Discontinued Operations [Line Items]
Impairment loss										18,000,000
CRO - Contract Research Services Organization [Member]
Income Statement by Disposal Groups, Including Discontinued Operations [Line Items]
Net sales									0	0	32,146,000
Loss from operations, pretax									0	0	(4,921,000)
Income tax benefit									0	0	(1,923,000)
Loss from operations, after tax									0	0	(2,998,000)
Impairment loss									0	0	(49,978,000)
Income tax benefit of impairment loss									0	0	7,317,000
Loss from discontinued operations									0	0	(45,659,000)
Disposal Group - Certain Home Healthcare and Related Ancillary Businesses [Member]
Income Statement by Disposal Groups, Including Discontinued Operations [Line Items]
Net sales									0	0	24,858,000
Loss from operations, pretax									0	0	(4,298,000)
Income tax benefit									0	0	(1,450,000)
Loss from operations, after tax									0	0	(2,848,000)
Impairment loss									0	0	(23,105,000)
Income tax benefit of impairment loss									0	0	(2,996,000)
Loss from discontinued operations									$ 0	$ 0	$ (28,949,000)

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Stock Based Compensation Summary of Non Vested Restricted Stock Awards (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Stock-Based Compensation [Abstract]
Nonvested shares, end of year (in shares)	1,423	1,611
Nonvested shares, end of year (in dollars per share)	$ 33.33	$ 28.97
Stock Issued During Period, Shares, Restricted Stock Award, Gross	519
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value	$ 39.98
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period	(482)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value	$ 27.98
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period	(225)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value	$ 28.73

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Debt 6.875% Senior Subordinated Notes (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Write off of Deferred Debt Issuance Cost	$ 4,784,000	$ 12,466,000	$ 6,012,000
6.875% Senior Subordinated Notes, Due 2015 [Member]
Debt Instrument, Face Amount			525,000,000
Debt Instrument, Interest Rate, Stated Percentage			6.875%
Redemption Premium			18,000,000
Write off of Deferred Debt Issuance Cost			4,000,000
Total debt redemption costs			$ 22,000,000

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Valuation and Qualifying Accounts (Notes)

12 Months Ended

Dec. 31, 2013

Valuation and Qualifying Accounts Disclosure [Line Items]

Schedule of Valuation and Qualifying Accounts Disclosure [Text Block]

SCHEDULE II

OMNICARE, INC. AND SUBSIDIARY COMPANIES

Valuation and Qualifying Accounts

(in thousands)

Year ended December 31,	Balance at beginning of period		Additions charged to cost and expenses		Write-offs, (net of recoveries) and other			Balance at end of period
Allowance for uncollectible accounts receivable:
2013	$	264,105	$	99,561	$	(161,064	)	$	202,602
2012	352,417		97,995		(186,307		)	264,105
2011	396,907		97,034		(141,524		)	352,417
Tax valuation allowance:
2013	$	21,037	$	5,431	$	(2,309	)	$	24,159
2012	20,502		3,765		(3,230		)	21,037
2011	18,418		4,151		(2,067		)	20,502

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Debt 3.25% Convertible Senior Debentures (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Losses on Extinguishment of Debt	$ 51,496,000	$ 35,092,000	$ 0
Write Off Of Deferred Debt Issuance Cost	4,784,000	12,466,000	6,012,000
Long-term Debt, Gross	2,500,434,000	2,473,927,000
3.25% Convertible Senior Debentures, Due 2035 [Member]
Amortization of Financing Costs	700,000	800,000	1,000,000
Debt Instrument, Interest Rate, Stated Percentage	3.25%
Deferred Finance Costs, Gross	17,600,000
Total consideration to complete debt extinguishment		25,000,000
Percent threshold average share price after stated period to allow cash distribution	120.00%
Percent stock price closes above conversion price for option of conversion	130.00%
Debt Instrument, Convertible, Conversion Price	$ 77.88
Losses on Extinguishment of Debt		1,800,000
Extinguishment of Debt, Amount			525,000,000
Long-term Debt, Gross	$ 427,500,000	$ 427,500,000

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Leasing Arrangements (Tables)

12 Months Ended

Dec. 31, 2013

Leases [Abstract]

Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]

The following is a schedule of future minimum rental payments required under operating leases that have initial or remaining non-cancelable terms in excess of one year as of December 31, 2013 (in thousands):

Year ended
December 31,
2014	$	26,113
2015	19,447
2016	18,147
2017	14,264
2018	10,587
Later years	21,086
Total minimum payments required	$	109,644

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Income Taxes (Notes)

12 Months Ended

Dec. 31, 2013

Income Taxes [Abstract]

Income Tax Disclosure [Text Block]

Provision

The provision for income taxes from continuing operations is comprised of the following (in thousands):

	For the years ended December 31,
	2013		2012		2011
Current provision	$	27,160	$	7,962	$	34,701
Deferred provision	61,932		95,327		65,078
Total income tax provision from continuing operations	$	89,092	$	103,289	$	99,779

Tax benefits related to the exercise of stock options and stock awards have been credited (debited) to paid-in capital in amounts of $0.2 million, $2.5 million and $5 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Effective Income Tax Rate

The difference between the Company’s reported income tax expense from continuing operations and the federal income tax expense from continuing operations computed at the statutory rate of 35.0% is explained in the following table (in thousands):

	For the years ended December 31,
	2013					2012					2011
Federal income tax at the statutory rate	$	60,897		35.0	%	$	96,331		35.0	%	$	84,896		35.0	%
State, local and foreign income taxes, net of federal income tax benefit	8,142			4.7		9,491			3.4		8,494			3.5
(Reduction)increase for tax positions settled, net of federal income tax benefit	(2,068		)	(1.2	)	80			—		(1,676		)	(0.7	)
Settlements	17,136			9.8		—			—		7,000			2.9
Other, net	4,985			2.9		(2,613		)	(0.9	)	1,065			0.4
Total income tax provision from continuing operations	$	89,092		51.2	%	$	103,289		37.5	%	$	99,779		41.1	%

Income tax payments, net, amounted to$12 million, $44.1 million and$6.4 million for the years ended December 31, 2013, 2012 and 2011, respectively. State taxes for fiscal year 2013 include the nondeductible portion of the Gale settlement, see the "Commitment and Contingencies" note of these financial statements.

Deferred Tax Assets and Liabilities

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands):

	December 31,
	2013			2012
Accounts receivable reserves	$	77,610		$	91,773
Net operating loss (“NOL”) and capital loss carryforwards	76,809			81,530
Accrued liabilities	116,162			78,331
Other	18,030			47,421
Gross deferred tax assets, before valuation allowances	288,611			299,055
Valuation allowances	(24,159		)	(21,037		)
Gross deferred tax assets, net of valuation allowances	$	264,452		$	278,018
Amortization of intangibles	$	623,087		$	606,933
Contingent convertible debentures interest	412,305			353,397
Fixed assets and depreciation methods	73,538			55,135
Subsidiary stock basis	10,776			12,271
Current and noncurrent assets	508			10,702
Other	21,877			18,054
Gross deferred tax liabilities	$	1,142,091		$	1,056,492

As of December 31, 2013, the Company has remaining deferred tax benefits related to its federal and state net operating losses ("NOLs") and capital losses totaling approximately $77 million ($26 million federal, $47 million state and $4 million capital).  These NOLs and capital losses will expire, in varying amounts, beginning in 2013 through 2032.  The potential future tax benefits of the NOLs and capital losses have been offset by $24 million of valuation allowance based on the Company’s analysis of the likelihood of generating sufficient taxable income in the various jurisdictions to utilize the benefits before expiration.

Uncertain Tax Positions

At January 1, 2013, the Company had gross unrecognized tax benefits of $14.2 million and ended the year with gross unrecognized tax benefits of $14.8 million.  A reconciliation of the beginning and ending of year amount of unrecognized tax benefit is as follows (in thousands):

	2013			2012			2011
Unrecognized tax benefits at beginning of year	$	14,216		$	17,091		$	18,034
Additions based on tax positions related to the current year	1,440			1,845			1,219
Additions for tax positions of prior years	8,114			2,050			5,212
Reductions for tax positions of prior years	(3,023		)	(3,051		)	(492		)
Settlement reductions	(4,602		)	(3,410		)	(5,330		)
Reductions for tax positions settled through the expirations of the statute of limitations	(1,323		)	(309		)	(1,552		)
Unrecognized tax benefits at end of year	$	14,822		$	14,216		$	17,091

Included in the balance at December 31, 2013 are approximately $12.4 million of unrecognized tax benefits, net of federal tax benefit, that, if recognized, would affect the effective tax rate.  The liabilities for unrecognized tax benefits are carried in “Other noncurrent liabilities” on the Consolidated Balance Sheets because payment of cash is not anticipated within one year of the balance sheet date for any significant unrecognized amounts.  However, it is reasonably possible that $3.4 million, net of federal tax benefit, of unrecognized federal and state tax benefits will reverse within one year of the balance sheet date due to the expiration of statutes of limitation and settlement of state audits.  The Company recognizes interest and penalties related to unrecognized tax benefits in tax expenses.  During the years ended December 31, 2013 , 2012, and 2011, the Company recognized approximately $(1.4) million, $(0.1) million, and $(0.6) million respectively in interest, net of federal tax benefit, and penalties.  The Company had accrued approximately $2.2 million, $2.9 million, and $3.1 million respectively, for the payment of interest and penalties at December 31, 2013, 2012, and 2011.

The Company files income tax returns in the U.S. federal jurisdiction and various states.  The Company is no longer subject to U.S. federal examinations by tax authorities for years before 2011, and, with few exceptions, state and local, or non-U.S. income tax examinations, by tax authorities for years before 2009. The Company is under examination by the Internal Revenue Service for 2011 and 2012 and by various state jurisdictions.