OCR Ex. 12 2013

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.