UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-Q

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

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2012

OR

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

THE SECURITIES EXCHANGE ACT OF 1934

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, OH  45202

(Address of Principal Executive Offices)

513-719-2600

(Registrant’s Telephone Number)

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 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 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.

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

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes  No ý

Common Stock Outstanding

	Number of Shares	Date
Common Stock, $1 par value	110,534,710	September 30, 2012

OMNICARE, INC. AND

SUBSIDIARY COMPANIES

FORM 10-Q QUARTERLY REPORT SEPTEMBER 30, 2012

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
		PAGE
ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)
	Consolidated Statements of Comprehensive Income -
	Three and nine months ended - September 30, 2012 and 2011	3
	Consolidated Balance Sheets -
	September 30, 2012 and December 31, 2011	3
	Condensed Consolidated Statements of Cash Flows -
	Nine months ended - September 30, 2012 and 2011	3
	Notes to Consolidated Financial Statements	4
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	14
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	22
ITEM 4.	CONTROLS AND PROCEDURES	22
PART II - OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	22
ITEM 1A.	RISK FACTORS	23
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	23
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	23
ITEM 4.	MINE SAFETY DISCLOSURES	23
ITEM 5.	OTHER INFORMATION	23
ITEM 6.	EXHIBITS	23

ITEM 1. - FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

OMNICARE, INC. AND SUBSIDIARY COMPANIES

UNAUDITED

(in thousands, except per share data)

	Three months ended September 30,						Nine months ended September 30,
	2012			2011			2012			2011
Net sales	$	1,501,348		$	1,544,360		$	4,630,443		$	4,625,837
Cost of sales	1,130,053			1,198,299			3,523,702			3,608,423
Gross profit	371,295			346,061			1,106,741			1,017,414
Selling, general and administrative expenses	203,550			191,293			605,552			573,934
Provision for doubtful accounts	24,047			24,255			72,556			73,142
Settlement, litigation and other related charges	4,931			6,742			38,227			32,571
Other charges	5,036			6,718			65,757			10,939
Operating income	133,731			117,053			324,649			326,828
Interest expense, net of investment income	(39,036		)	(55,926		)	(105,444		)	(124,038		)
Income from continuing operations before income taxes	94,695			61,127			219,205			202,790
Income tax expense	33,270			23,343			83,349			79,570
Income from continuing operations	61,425			37,784			135,856			123,220
Loss from discontinued operations	—			(9,900		)	—			(67,479		)
Net income	$	61,425		$	27,884		$	135,856		$	55,741
Earnings (loss) per common share - Basic:
Continuing operations	$	0.56		$	0.34		$	1.23		$	1.09
Discontinued operations	—			(0.09		)	—			(0.59		)
Net income	$	0.56		$	0.25		$	1.23		$	0.49
Earnings (loss) per common share - Diluted:
Continuing operations	$	0.55		$	0.33		$	1.19		$	1.07
Discontinued operations	—			(0.09		)	—			(0.59		)
Net income	$	0.55		$	0.24		$	1.19		$	0.49
Dividends per common share	$	0.14		$	0.04		$	0.28		$	0.1125
Weighted average number of common shares outstanding:
Basic	109,315			112,729			110,457			113,443
Diluted	111,951			114,644			113,968			114,930
Comprehensive income	$	63,354		$	24,002		$	136,518		$	48,946

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

CONSOLIDATED BALANCE SHEETS

OMNICARE,  INC.  AND  SUBSIDIARY  COMPANIES

UNAUDITED

(in thousands, except share data)

	September 30, 2012			December 31, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	647,408		$	580,262
Restricted cash	988			2,336
Accounts receivable, less allowances of $297,764 (2011-$358,713)	901,809			931,314
Inventories	340,648			419,378
Deferred income tax benefits	162,558			153,444
Other current assets	179,972			210,637
Total current assets	2,233,383			2,297,371
Properties and equipment, at cost less accumulated depreciation      of $309,596 (2011-$299,900)	271,436			225,257
Goodwill	4,256,385			4,250,579
Identifiable intangible assets, less accumulated amortization of      $262,310 (2011-$246,200)	207,175			235,270
Other noncurrent assets	180,817			184,633
Total noncurrent assets	4,915,813			4,895,739
Total assets	$	7,149,196		$	7,193,110
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	187,765		$	273,768
Accrued employee compensation	63,195			61,019
Current debt	26,685			26,447
Other current liabilities	185,885			178,833
Total current liabilities	463,530			540,067
Long-term debt, notes and convertible debentures	2,029,742			1,968,274
Deferred income tax liabilities	885,450			838,857
Other noncurrent liabilities	59,151			50,476
Total noncurrent liabilities	2,974,343			2,857,607
Total liabilities	3,437,873			3,397,674
Commitments and contingencies (Note 8)
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, 132,591,500     shares issued (2011-131,756,500 shares issued)	132,592			131,757
Paid-in capital	2,436,602			2,488,941
Retained earnings	1,756,577			1,651,829
Treasury stock, at cost - 22,056,800 shares (2011-18,132,600 shares)	(612,420		)	(484,123		)
Accumulated other comprehensive income (loss)	(2,028		)	7,032
Total stockholders' equity	3,711,323			3,795,436
Total liabilities and stockholders' equity	$	7,149,196		$	7,193,110

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

OMNICARE, INC. AND SUBSIDIARY COMPANIES

UNAUDITED

(in thousands)

	Nine months ended
	September 30,
	2012			2011
Cash flows from operating activities:
Net income	$	135,856		$	55,741
Loss from discontinued operations	—			67,479
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation	38,256			35,544
Amortization	63,377			61,782
Debt redemption loss and costs, net	47,558			(10,884		)
Other operating activities	47,468			16,049
Changes in certain assets and liabilities, net of effects from acquisition and divestiture of businesses:
Accounts receivable, net of provision for doubtful accounts	31,433			76,645
Inventories	82,786			65,950
Current and noncurrent assets	65,341			104,030
Accounts payable	(95,172		)	(24,395		)
Net cash flows from operating activities of continuing operations	416,903			447,941
Net cash flows from operating activities of discontinued operations	—			869
Net cash flows from operating activities	416,903			448,810
Cash flows from investing activities:
Acquisition of businesses, net of cash received	(34,411		)	(101,844		)
Divestiture of businesses, net	19,207			10,599
Capital expenditures	(71,433		)	(39,080		)
Marketable securities	(25,000		)	—
Other	1,348			(2,812		)
Net cash flows used in investing activities of continuing operations	(110,289		)	(133,137		)
Net cash flows used in investing activities of discontinued operations	—			(567		)
Net cash flows used in investing activities	(110,289		)	(133,704		)
Cash flows from financing activities:
Payments on term loans	(19,375		)	—
Proceeds from long-term borrowings and obligations	425,000			600,000
Payments on long-term borrowings and obligations	(452,302		)	(626,921		)
Capped call transaction	(48,126		)	—
Payments for Omnicare common stock repurchases	(110,919		)	(120,114		)
Dividends paid	(30,765		)	(12,745		)
Other	(2,981		)	30,135
Net cash flows used in financing activities	(239,468		)	(129,645		)
Net increase in cash and cash equivalents	67,146			185,461
Less increase in cash and cash equivalents of discontinued operations	—			302
Increase in cash and cash equivalents of continuing operations	67,146			185,159
Cash and cash equivalents at beginning of period	580,262			494,484
Cash and cash equivalents at end of period	$	647,408		$	679,643

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

3

Note 1 – Basis of Presentation

Omnicare, Inc. and its consolidated subsidiaries (“Omnicare” or the “Company”) have prepared the accompanying unaudited Consolidated Financial Statements in accordance with the accounting policies described in its consolidated financial statements and the notes thereto included in the Company's 2011 Annual Report on Form 10-K ("2011 Annual Report"), and the interim reporting requirements of Form 10-Q.  Accordingly, certain information and disclosures normally included in the annual financial statements have been condensed or omitted.  The Consolidated Financial Statements should be read in conjunction with the consolidated financial statements and related notes included in the 2011 Annual Report and any related updates included in the Company’s periodic Securities and Exchange Commission (“SEC”) filings.  Certain reclassifications of prior year amounts have been made to conform to the current year presentation.  

Note 2 – Significant Accounting Policies

Interim Financial Data

The interim financial data is unaudited; however, in the opinion of Omnicare management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the Omnicare consolidated results of operations, financial position and cash flows for the interim periods presented have been made.  All significant intercompany accounts and transactions have been eliminated.

Executive Officers

On September 11, 2012 the Company's Board of Directors ("BOD") appointed John L. Workman as the Chief Executive Officer of the Company. Mr. Workman was also appointed to serve on the BOD as of such date. The Company also announced that its BOD appointed Nitin Sahney, its Chief Operating Officer, to the additional position of President, and appointed Robert O. Kraft, its Senior Vice President of Finance, to the position of Chief Financial Officer, in each case effective September 11, 2012.

Stock-Based Compensation

Stock-based compensation expense recognized in the Consolidated Statements of Comprehensive Income for stock options, restricted stock units, performance share units and stock awards totaled approximately $4.1 million and $13.0 million for the three and nine months ended September 30, 2012, respectively, and approximately $5.3 million and $15.7 million for the three and nine months ended September 30, 2011, respectively.

Accounts Receivable

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

September 30, 2012	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	$	248,195	$	191,329	$	439,524
Facility payors	386,445		185,285		571,730
Private Pay payors	70,534		117,785		188,319
Total gross accounts receivable	$	705,174	$	494,399	$	1,199,573
December 31, 2011
Medicare (Part D and Part B), Medicaid and Third-Party payors	$	257,782	$	199,303	$	457,085
Facility payors	387,509		204,419		591,928
Private Pay payors	85,934		155,080		241,014
Total gross accounts receivable	$	731,225	$	558,802	$	1,290,027

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) by component and in the aggregate, follow (in thousands):

	September 30, 2012			December 31, 2011
Cumulative foreign currency translation adjustments	$	9,722		$	8,338
Translation adjustment recorded in disposition of businesses	(9,722		)	—
Unrealized loss on fair value of investments	(276		)	(277		)
Pension and postemployment benefits	(1,752		)	(1,029		)
Total accumulated other comprehensive income, net	$	(2,028	)	$	7,032

The amounts are net of applicable tax benefits which were not material at September 30, 2012 and December 31, 2011.

Fair Value

The Company’s financial assets and liabilities, measured at fair value on a recurring basis, 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)
September 30, 2012
Bond portfolio (1)	$	24,865	$	—	$	24,865	$	—
7.75% interest rate swap agreements - fair value hedge (2)	49,428		—		49,428		—
Derivatives	—		—		—		—
Total	$	74,293	$	—	$	74,293	$	—
December 31, 2011
7.75% interest rate swap agreements - fair value hedge (2)	$	35,473	$	—	$	35,473	$	—
Derivatives	—		—		—		—
Total	$	35,473	$	—	$	35,473	$	—

(1) The bond portfolio is presented in "Other current assets" and represent investments in a portfolio of high quality corporate bonds and U.S. treasury bonds which 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 Company’s swaps are discussed in further detail at the “Debt” note of the Notes to Consolidated Financial Statements.

The fair value of the Company’s fixed-rate debt facilities are shown at the Debt note of the Notes to Consolidated Financial Statements.

Income Taxes

The quarterly effective tax rates are different than the federal statutory rate largely as a result of the impact of state and local income taxes and certain non-deductible charges.  The year over year change in the effective tax rate is primarily due to certain non-deductible charges relating to the disposition of businesses in the third quarter of 2012.

Dividends

On September 11, 2012, the Company's BOD authorized a quarterly cash dividend of $0.14 per share on the Company's common stock, a 100% increase over the previous quarterly dividend rate of $0.07 per share.

Other charges (credits)

Other charges (credits) consist of the following (in thousands):

	Three months ended September 30,					Nine months ended September 30,
	2012			2011		2012			2011
Acquisition and other related costs (credits)	$	(3,830	)	$	6,718	$	396		$	10,939
Restructuring charges	11,046			—		11,046			—
Disposition of businesses	(7,680		)	—		(1,777		)	—
Separation costs	5,500			—		21,000			—
Debt related costs	—			—		35,092			—
Total - other charges	$	5,036		$	6,718	$	65,757		$	10,939

The Company completed one acquisition in the three and nine months ended September 30, 2012 which was not significant to the Company. The Company recorded professional fees and acquisition related restructuring costs which were more than offset by a reduction of the Company's original estimate of contingent consideration payable for a prior acquisition during the three and nine months ended September 30, 2012.

In the three months ended March 31, 2012, the Company recorded a goodwill impairment of $5.9 million related to the planned disposition of the Canadian Pharmacy that was not necessary, as the Company inaccurately excluded the cumulative translation amount from the impairment calculation. The goodwill impairment previously reported has been netted against the disposition of businesses in the table above during the nine months ended September 30, 2012 as the Canadian Pharmacy was sold during the third quarter.  The amount did not have a material effect on the results of operations in the three months ended March 31, 2012 or September 30, 2012.

Separation Costs

During the three months ended September 30, 2012, the Company recorded a $5.5 million charge in connection with the separation of certain executives of the Company. For the nine months ended September 30, 2012, the Company has recorded aggregate charges of approximately $21 million resulting from the aforementioned actions in the third quarter, the resignation of the Company's former Chief Executive Officer on June 10, 2012 and the separation of other executives prior to the third quarter. These charges are reflected in the "Other charges" caption of the Consolidated Statements of Comprehensive Income.

Disposition of Businesses

In the quarter ended September 30, 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 $7.7 million and $1.8 million in the three and nine months ended September 30, 2012, respectively. These charges are reflected in the "Other charges" caption of the Consolidated Statements of Comprehensive Income.

Common Stock Repurchase Program

On September 11, 2012, the Company's BOD authorized an additional $350 million in share repurchases, through December 31, 2014. In the nine months endedSeptember 30, 2012, the Company repurchased approximately 3.4 million shares through authorized share repurchase programs at an aggregate cost of approximately $111 million, for a cumulative amount of approximately 12.6 million shares repurchased at an aggregate cost of approximately $352 million through September 30, 2012.  The Company had approximately $498 million of combined share repurchase authority remaining as of September 30, 2012, of which $148 million expires on February 28, 2014 and the balance expires on December 31, 2014.

Recently Issued Accounting Standards

In July 2012, the Financial Accounting Standards Board ("FASB") amended the authoritative guidance regarding the impairment testing for indefinite-lived intangible assets. Under the amendments, an entity has the option first to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, an entity concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action. However, if an entity concludes otherwise, then it is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying amount. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. This amended guidance will not have any material impact on the Company's consolidated results of operations, financial position and cash flows.

Note 3 – Discontinued Operations

In 2011, the Company completed the divestiture of certain home healthcare and related ancillary businesses (“the Disposal Group”) that were non-strategic in nature and its Tidewater Group Purchasing Organization (“Tidewater”) as the Company determined they were no longer a good strategic fit within the Company’s portfolio of assets.  The Company did not consider the operations of the Disposal Group and Tidewater (collectively, the “Non-Core Disposal Group”) as significant, individually or in the aggregate, to the operations of Omnicare. Also in 2011, the Company completed the divestiture of its Contract Research Services organization (“CRO Services”). For the three and nine months ended September 30, 2011, the Company recorded a combined pretax impairment loss of approximately $19 million and $75 million to reduce the carrying value of the CRO Services and Non-Core Disposal Group to fair value based on the final terms of the divestiture.  

Selected financial information related to the Non-Core Disposal Group and CRO Services follows (in thousands):

	Three months ended September 30, 2011			Nine months ended September 30, 2011
Net sales from discontinued operations	$	5,594		$	53,426
Loss from operations - pretax	(1,317		)	(7,393		)
Loss from operations - aftertax	(792		)	(4,490		)
Impairment loss on discontinued operations - aftertax	(9,108		)	(62,989		)
Loss from discontinued operations	$	(9,900	)	$	(67,479	)

Note 4 – Goodwill and Other Intangible Assets

Changes in the carrying amount of goodwill for the nine months endedSeptember 30, 2012 are as follows (in thousands):

	Long-Term Care Group			Specialty Care Group		Total
Goodwill balance as of December 31, 2011	$	3,571,951		$	678,628	$	4,250,579
Goodwill acquired in the nine months ended September 30, 2012	20,610			—		20,610
Disposition of businesses	(14,258		)	—		(14,258		)
Other	(546		)	—		(546		)
Goodwill balance as of September 30, 2012	3,577,757			678,628		4,256,385

The “Other” caption above includes the settlement of acquisition matters relating to prior-year acquisitions. The dispositions of businesses caption includes the disposition of the Company's Canadian pharmacy, which was completed on September 28, 2012.

The Company’s intangible amortization expense for the three and nine months ended September 30, 2012 was approximately $11 million and $33 million, respectively, and was approximately $10 million and $30 million for the three and nine months ended September 30, 2011, respectively.

Note 5 – Debt

A summary of debt follows (in thousands):

	September 30, 2012			December 31, 2011
Revolving credit facility	$	—		$	—
Senior term loan, due 2017	425,000			444,375
7.75% senior subordinated notes, due 2020	550,000			550,000
3.75% convertible senior subordinated notes, due 2025	318,054			575,000
4.00% junior subordinated convertible debentures, due 2033	345,000			345,000
3.25% convertible senior debentures, due 2035	427,500			452,500
3.75% convertible senior subordinated notes, due 2042	390,000			—
Capitalized lease and other debt obligations	19,674			15,054
Subtotal	2,475,228			2,381,929
Add interest rate swap agreements	49,428			35,473
(Subtract) unamortized debt discount	(468,229		)	(422,681		)
(Subtract) current portion of debt	(26,685		)	(26,447		)
Total long-term debt, net	$	2,029,742		$	1,968,274

Amended and Restated Credit Agreement

In the third quarter of 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 and restatement, among other things, provided for (i) an extension of the maturity date of the credit facilities 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. In connection with the amendment and restatement, the Company recorded $2.0 million in new deferred debt issuance costs. The Company also wrote-off approximately $8.3 million in deferred debt issuance costs, which were recorded in interest expense in the three and nine months ended September 30, 2012.

At September 30, 2012, there was no outstanding balance under the Company’s Revolving Credit Facility and $425 million in loans outstanding under the Term Loan.  The interest rate on the Term Loan was 4.00% at September 30, 2012, due to a 5 day short term financing related to the timing of the close. The interest rate on the term loan on October 2, 2012 was 1.97%. As of September 30, 2012, the Company had approximately $11 million outstanding relating to standby letters of credit, substantially all of which were subject to automatic annual renewals.

The weighted average floating interest rate on the swaps was 4.90% versus the 7.75% stated rate on the corresponding senior subordinated notes due 2020 with remaining principal balance of $550 million at September 30, 2012 .

The Company amortized to expense approximately $1.3 million and $1.5 million of deferred debt issuance costs during the three months ended September 30, 2012 and 2011, respectively, and $4.3 million during the nine months endedSeptember 30, 2012 and 2011. Interest expense for the nine month 2012 period includes approximately $4 million in debt redemption costs associated with the April 3, 2012 debt exchange described below and the second quarter of 2012 redemption of $25 million of its 3.25% convertible senior debentures, due 2035. Interest expense for the three and nine month 2011 periods included approximately $20.2 million and $21.2 million, respectively, in debt redemption costs associated with the Company's 2011 refinancing activities.

Debt exchange

Omnicare entered into separate, privately negotiated exchange agreements under which, effective April 3, 2012, the Company retired $256.9 million in aggregate principal amount of outstanding 3.75% Convertible Senior Subordinated Notes due 2025 (the "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 2042 Notes are guaranteed by substantially all of the Company's subsidiaries, subject to certain exceptions.

The 2042 Notes mature in April 2042 and will pay interest semiannually at a rate of 3.75% per year. 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. The 2042 Notes are convertible, upon certain circumstances, into cash and, if applicable, shares of Omnicare common stock. The 2042 Notes have an initial conversion rate of 24.09639 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 $41.50 per share.

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.

The Company recognized a non-cash loss on the debt exchange of approximately $35.1 million in the nine months ended September 30, 2012 which was reflected in "Other charges" on the Consolidated Statements of Comprehensive Income.

Information relating to the Company's convertible securities at September 30, 2012 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	$	27,230	13.25	8.250	%
4.00% junior subordinated convertible debentures, due 2033	$	151,665	20.75	8.010	%
3.25% convertible senior debentures, due 2035	$	245,433	3.25	7.625	%
3.75% convertible senior subordinated notes, due 2042	$	161,600	29.50	7.110	%

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
	September 30, 2012				December 31, 2011
Financial Instrument	Book Value		Market Value		Book Value		Market Value
7.75% senior subordinated notes, due 2020	$	550,000	$	599,500	$	550,000	$	591,300
3.75% convertible senior subordinated notes, due 2025
Carrying value	203,394		—		361,345		—
Unamortized debt discount	114,660		—		213,655		—
Principal amount	318,054		438,900		575,000		816,500
4.00% junior subordinated convertible debentures, due 2033
Carrying value	205,599		—		203,675		—
Unamortized debt discount	139,401		—		141,325		—
Principal amount	345,000		322,600		345,000		318,800
3.25% convertible senior debentures, due 2035
Carrying value	374,123		—		384,799		—
Unamortized debt discount	53,377		—		67,701		—
Principal amount	427,500		426,400		452,500		404,600
3.75% convertible senior subordinated notes, due 2042
Carrying value	229,209		—		—		—
Unamortized debt discount	160,791		—		—		—
Principal amount	390,000		377,300		—		—

Note 6 – Earnings (Loss) Per Share Data

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

	Three months ended September 30,
2012:	Income (Numerator)			Common Shares(Denominator)	Per Common Share Amounts
Basic EPS
Income from continuing operations	$	61,425			$	0.56
Loss from discontinued operations	—				—
Net income	61,425			109,315	$	0.56
Effect of Dilutive Securities
Convertible securities	71			2,107
Stock options, warrants, units and awards	—			529
Diluted EPS
Income from continuing operations plus assumed conversions	61,496				$	0.55
Loss from discontinued operations	—				—
Net income plus assumed conversions	$	61,496		111,951	$	0.55
2011:
Basic EPS
Income from continuing operations	$	37,784			$	0.34
Loss from discontinued operations	(9,900		)		(0.09		)
Net income	27,884			112,729	$	0.25
Effect of Dilutive Securities
Convertible securities	72			1,382
Stock options, warrants, units and awards	—			533
Diluted EPS
Income from continuing operations plus assumed conversions	37,856				$	0.33
Loss from discontinued operations	(9,900		)		(0.09		)
Net income plus assumed conversions	$	27,956		114,644	$	0.24

	Nine months ended September 30,
2012:	Income (Numerator)			Common Shares(Denominator)	Per Common Share Amounts
Basic EPS
Income from continuing operations	$	135,856			$	1.23
Loss from discontinued operations	—				—
Net income	135,856			110,457	$	1.23
Effect of Dilutive Securities
Convertible securities	213			2,912
Stock options, warrants, units and awards	—			599
Diluted EPS
Income from continuing operations plus assumed conversions	136,069				$	1.19
Loss from discontinued operations	—				—
Net income plus assumed conversions	$	136,069		113,968	$	1.19
2011:
Basic EPS
Income from continuing operations	$	123,220			$	1.09
Loss from discontinued operations	(67,479		)		(0.59		)
Net income	55,741			113,443	$	0.49
Effect of Dilutive Securities
Convertible securities	216			644
Stock options, warrants, units and awards	—			843
Diluted EPS
Income from continuing operations plus assumed conversions	123,436				$	1.07
Loss from discontinued operations	(67,479		)		(0.59		)
Net income plus assumed conversions	$	55,957		114,930	$	0.49

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 shares 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	$	27.27
4.00% junior subordinated convertible debentures, due 2033	$	40.82
3.25% convertible senior debentures, due 2035	$	78.99
3.75% convertible senior subordinated notes, due 2042	$	41.42

Weighted average shares outstanding, assuming dilution, excludes the impact of 2.1 million stock options, warrants and awards for the three and nine months ended September 30, 2012 and 2.7 million for the three and nine months ended September 30, 2011, due to the exercise prices of these stock options, warrants and awards being greater than the average fair market value of our common stock during the period.

4

Note 7 – Restructuring and Other Related Charges

Company-wide Reorganization Program:

During 2010, the Company initiated a Company-wide Reorganization Program (the “CWR Program”), 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 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 $11 million in the three and nine months ended September 30, 2012, and $14 million cumulatively since 2010. The majority of the charges were recorded in the Corporate/Other segment, and is largely related to lease termination costs, severance and employment agreement buyouts.

As of September 30, 2012, the Company has made cumulative payments of approximately $3.1 million of severance and other employee-related costs for the CWR Program.  The Company had liabilities of approximately $0.4 million at December 31, 2011, with utilization of approximately$0.6 million and new provisions of approximately $11 million in the nine months ended September 30, 2012. The remaining liabilities of $10.4 million at September 30, 2012, represent amounts not yet paid relating to actions taken in connection with the program (primarily lease termination costs) and will be settled as these matters are finalized.

Note 8 – 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 October 19, 2012, a qui tam complaint, entitled United States ex rel. Lesa Martino Whalen v. Omnicare, Inc., No. 8:11-cv-2297, was unsealed by the United States District Court for the Middle District of Florida, Tampa Division. The case had been filed on October 11, 2011 under seal in that court. The U.S. Department of Justice notified the court that it has declined to intervene in this action. The complaint was brought by Lesa Martino Whalen 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 failed to comply with Florida pharmacy regulations.  The Company has not been served with the complaint in this action. The Company believes that the allegations are without merit and intends to vigorously defend itself in this action, if pursued.

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. Allegations concerning pricing and certain discounts remain in the case. The Company believes that the allegations are without merit and intends to vigorously defend itself in this action.

On August 4, 2011, a qui tam complaint, entitled United States of America ex rel. Fox Rx, Inc. v. Omnicare, Inc. and Neighborcare, Inc., No. 1:11-cv-0962, that 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 has 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 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, Relator filed its 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. 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 United States District Court for the Eastern District of Kentucky, alleging violations of federal securities law 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. The Company believes that the claims asserted are without merit and intends to defend against them vigorously.

On October 29, 2010, a qui tam complaint entitled United States ex rel. Banigan and Templin, et al. 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 has notified the court that it has declined to intervene in this action. The Company filed a motion to dismiss the complaint on July 7, 2011. The Court denied the Company's motion to dismiss on June 1, 2012. The Company filed a motion for reconsideration or, in the alternative certification under 28 U.S.C. § 1292(b) on July 2, 2012. The Court denied this motion on September 7, 2012. 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 United States Department of Justice, through the United States 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.

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 case is now in the discovery stage. The individual defendants have denied all allegations of wrongdoing, believe the claims against them to be completely without merit and intend to vigorously defend themselves in this action.

On January 8, 2010, a qui tam complaint, entitled United States 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 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 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. 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, Relator filed an Amended Complaint. He repeated his claim that the Company submitted false claims for certain ancillary services that did not conform with Medicare and Medicaid regulations. Relator also asserted a claim in the Amended Complaint that the Company submitted false claims to the Nevada Medicaid program for a particular drug. Relator 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. On April 24, 2012, the court granted Omnicare's motion to dismiss without prejudice all claims except the retaliatory discharge claim. On May 29, 2012, Relator filed a Second Amended Complaint. The Company filed a motion to dismiss on June 28, 2012. The Company believes that the allegations are without merit and intends to vigorously defend itself in this action.

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, that 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, which has now been fully briefed. The Court held oral argument on the Company's motion to dismiss on June 28, 2012. 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. Relator filed an amended motion for reconsideration on September 10, 2012. On October 19, 2012, the Court denied relator's motion to reconsider. The Company believes that the claims in the complaint are without merit and intends to vigorously defend itself in this action if pursued.

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 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 corporate integrity agreement 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 have been increased and will continue to be increased, 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 United States 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 court dismissed the case. On November 9, 2007, plaintiffs appealed the dismissal to the United States 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 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 law 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 plaintiffs' most recent complaint and on February 13, 2012 the court dismissed the case and struck the case from the docket. On March 12, 2012, plaintiffs filed a notice of appeal in the United States Court of Appeals for the Sixth Circuit.

On February 13, 2006, two substantially similar shareholder derivative actions, entitled Isak v. Gemunder, et al., Case No. 06-CI-390, and Fragnoli v. Hutton, et al., Case No. 06-CI-389, were filed in Kentucky State Circuit Court, Kenton Circuit, against the 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 federal purported class action lawsuits. The complaints seek, among other things, damages, restitution and injunctive relief. The Isak and Fragnoli actions were later consolidated by agreement of the parties. The Company believes that the allegations are without merit and intends to vigorously defend itself in this action.

During 2006, the Company experienced certain quality control and product recall issues, as well as fire damage, at one of its repackaging facilities.  In connection with the resolution of these matters (the “Repack Matters”) the Company decided not to reopen this facility.  The Company has been cooperating with federal and state officials who have been conducting investigations relating to the Repack Matters and certain billing issues. The Company believes all investigations into the Repack Matters have been closed.

The three and nine months ended September 30, 2012 included charges of $4.9 million and $38.2 million, respectively, and approximately $6.7 million and $32.6 million for the three and nine months ended September 30, 2011, respectively, reflected in “Settlement, litigation and other related charges” on the Consolidated Statements of Comprehensive Income, 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.

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. 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 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. Consequently, unless stated otherwise, 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 the directors and officers of the Company 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 is unknown and not currently predictable.  Accordingly, no liabilities have been recorded for the indemnifications.

Note 9 – 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 and medical supplies. 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, key commercialization services for the biopharmaceutical industry and end-of-life pharmaceutical care management for hospice care agencies. 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.

	For the three months ended September 30,
2012:	LTC			SCG			Corporate/Other			Consolidated Totals
Net sales	$	1,165,703		$	332,615		$	3,030		$	1,501,348
Depreciation and amortization expense	(17,650		)	(4,075		)	(12,604		)	(34,329		)
Operating income (loss) from continuing operations	158,998			31,061			(56,328		)	133,731
2011:
Net sales	$	1,266,582		$	274,079		$	3,699		$	1,544,360
Depreciation and amortization expense	(15,851		)	(3,778		)	(13,132		)	(32,761		)
Operating income (loss) from continuing operations	126,833			26,424			(36,204		)	117,053
	For the nine months ended September 30,
2012:	LTC			SCG			Corporate/Other			Consolidated Totals
Net sales	$	3,664,759		$	956,012		$	9,672		$	4,630,443
Depreciation and amortization expense	(51,840		)	(12,134		)	(37,659		)	(101,633		)
Operating income (loss) from continuing operations	419,778			92,881			(188,010		)	324,649
2011:
Net sales	$	3,846,117		$	768,031		$	11,689		$	4,625,837
Depreciation and amortization expense	(47,343		)	(12,283		)	(37,700		)	(97,326		)
Operating income (loss) from continuing operations	357,104			72,254			(102,530		)	326,828

5

Note 10 – Guarantor Subsidiaries

The Company’s 7.75% Senior Subordinated Notes due 2020, 2025 Notes and 2042 Notes are fully and unconditionally guaranteed, subject to certain customary release provisions, on an unsecured, joint and several basis by certain wholly-owned subsidiaries of the Company (the “Guarantor Subsidiaries”).  The following condensed consolidating unaudited financial data illustrates the composition of Omnicare, Inc. (“Parent”), the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries as of September 30, 2012 and December 31, 2011 for the balance sheets, as well as the three and nine months ended September 30, 2012 and 2011 for the statements of comprehensive income and the statements of cash flows for the nine months ended September 30, 2012 and 2011.  Management believes separate complete financial statements of the Guarantor Subsidiaries would not provide information that would be necessary for evaluating the sufficiency of the Guarantor Subsidiaries, and thus are not presented.  The equity method has been used with respect to the Parent company’s investment in subsidiaries.  No consolidating/eliminating adjustment column is presented for the condensed consolidating statements of cash flows since there were no significant consolidating/eliminating adjustment amounts during the periods presented.

Summary Consolidating

Statements of Comprehensive Income

(in thousands)

	Three months ended September 30,
2012:	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating /  Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
Net sales	$	—		$	1,467,240		$	34,108		$	—		$	1,501,348
Cost of sales	—			1,108,650			21,403			—			1,130,053
Gross profit	—			358,590			12,705			—			371,295
Selling, general and administrative expenses	988			196,993			5,569			—			203,550
Provision for doubtful accounts	—			23,591			456			—			24,047
Settlement, litigation and other related charges	—			4,931			—			—			4,931
Other charges	—			14,951			(9,915		)	—			5,036
Operating income (loss)	(988		)	118,124			16,595			—			133,731
Interest expense, net of investment income	(37,625		)	(1,359		)	(52		)	—			(39,036		)
Income (loss) from continuing operations before income taxes	(38,613		)	116,765			16,543			—			94,695
Income tax (benefit) expense	(15,116		)	45,717			2,669			—			33,270
Income (loss) from continuing operations	(23,497		)	71,048			13,874			—			61,425
Equity of net income of subsidiaries	84,922			—			—			(84,922		)	—
Net income	$	61,425		$	71,048		$	13,874		$	(84,922	)	$	61,425
Comprehensive Income	$	63,354		$	71,048		$	15,801		$	(86,849	)	$	63,354
2011:
Net sales	$	—		$	1,513,594		$	30,766		$	—		$	1,544,360
Cost of sales	—			1,176,595			21,704			—			1,198,299
Gross profit	—			336,999			9,062			—			346,061
Selling, general and administrative expenses	2,666			183,931			4,696			—			191,293
Provision for doubtful accounts	—			23,767			488			—			24,255
Settlement, litigation and other related charges	—			6,742			—			—			6,742
Other charges	—			6,718			—			—			6,718
Operating income (loss)	(2,666		)	115,841			3,878			—			117,053
Interest expense, net of investment income	(55,578		)	(348		)	—			—			(55,926		)
Income (loss) from continuing operations before income taxes	(58,244		)	115,493			3,878			—			61,127
Income tax (benefit) expense	(22,447		)	44,277			1,513			—			23,343
Income (loss) from continuing operations	(35,797		)	71,216			2,365			—			37,784
Loss from discontinued operations	—			(9,559		)	(341		)	—			(9,900		)
Equity of net income of subsidiaries	63,681			—			—			(63,681		)	—
Net income	$	27,884		$	61,657		$	2,024		$	(63,681	)	$	27,884
Comprehensive Income (loss)	$	24,002		$	61,657		$	(1,863	)	$	(59,794	)	$	24,002

6

Note 10 – Guarantor Subsidiaries (Continued)

Summary Consolidating

Statements of Comprehensive Income

(in thousands)

	Nine months ended September 30,
2012:	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating /  Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
Net sales	$	—		$	4,525,967		$	104,476		$	—		$	4,630,443
Cost of sales	—			3,456,366			67,336			—			3,523,702
Gross profit	—			1,069,601			37,140			—			1,106,741
Selling, general and administrative expenses	3,110			586,237			16,205			—			605,552
Provision for doubtful accounts	—			71,176			1,380			—			72,556
Settlement, litigation and other related charges	—			38,227			—			—			38,227
Other charges	35,092			34,677			(4,012		)	—			65,757
Operating income (loss)	(38,202		)	339,284			23,567			—			324,649
Interest expense, net of investment income	(103,146		)	(1,897		)	(401		)	—			(105,444		)
Income (loss) from continuing operations before income taxes	(141,348		)	337,387			23,166			—			219,205
Income tax (benefit) expense	(54,772		)	130,624			7,497			—			83,349
Income (loss) from continuing operations	(86,576		)	206,763			15,669			—			135,856
Equity of net income of subsidiaries	222,432			—			—			(222,432		)	—
Net income	$	135,856		$	206,763		$	15,669		$	(222,432	)	$	135,856
Comprehensive Income	$	136,518		$	206,763		$	17,053		$	(223,816	)	$	136,518
2011:
Net sales	$	—		$	4,530,322		$	95,515		$	—		$	4,625,837
Cost of sales	—			3,541,964			66,459			—			3,608,423
Gross profit	—			988,358			29,056			—			1,017,414
Selling, general and administrative expenses	8,573			551,895			13,466			—			573,934
Provision for doubtful accounts	—			71,699			1,443			—			73,142
Settlement, litigation and other related charges	—			32,571			—			—			32,571
Other charges	—			10,939			—			—			10,939
Operating income (loss)	(8,573		)	321,254			14,147			—			326,828
Interest expense, net of investment income	(123,272		)	(760		)	(6		)	—			(124,038		)
Income (loss) from continuing operations before income taxes	(131,845		)	320,494			14,141			—			202,790
Income tax (benefit) expense	(50,062		)	124,147			5,485			—			79,570
Income (loss) from continuing operations	(81,783		)	196,347			8,656			—			123,220
Loss from discontinued operations	—			(64,591		)	(2,888		)	—			(67,479		)
Equity of net income of subsidiaries	137,524			—			—			(137,524		)	—
Net income	$	55,741		$	131,756		$	5,768		$	(137,524	)	$	55,741
Comprehensive Income	$	48,946		$	131,756		$	250		$	(132,006	)	$	48,946

7

Note 10 – Guarantor Subsidiaries (Continued)

Condensed Consolidating Balance Sheets

(in thousands)

As of September 30, 2012:	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating/Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
ASSETS
Cash and cash equivalents	$	551,236	$	76,916	$	19,256	$	—		$	647,408
Restricted cash	—		988		—		—			988
Accounts receivable, net (including intercompany)	—		893,964		182,241		(174,396		)	901,809
Inventories	—		334,457		6,191		—			340,648
Deferred income tax benefits, net-current	—		166,171		—		(3,613		)	162,558
Other current assets	4,401		171,844		14,552		(10,825		)	179,972
Total current assets	555,637		1,644,340		222,240		(188,834		)	2,233,383
Properties and equipment, net	—		264,910		6,526		—			271,436
Goodwill	—		4,219,326		37,059		—			4,256,385
Identifiable intangible assets, net	—		203,942		3,233		—			207,175
Other noncurrent assets	80,610		94,432		22,116		(16,341		)	180,817
Investment in subsidiaries	5,519,287		—		—		(5,519,287		)	—
Total assets	$	6,155,534	$	6,426,950	$	291,174	$	(5,724,462	)	$	7,149,196
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities	$	79,586	$	535,431	$	33,734	$	(185,221	)	$	463,530
Long-term debt, notes and convertible debentures	2,015,504		14,238		5,000		(5,000		)	2,029,742
Deferred income tax liabilities	349,121		518,934		21,008		(3,613		)	885,450
Other noncurrent liabilities	—		70,492		—		(11,341		)	59,151
Stockholders' equity	3,711,323		5,287,855		231,432		(5,519,287		)	3,711,323
Total liabilities and stockholders' equity	$	6,155,534	$	6,426,950	$	291,174	$	(5,724,462	)	$	7,149,196
As of December 31, 2011:
ASSETS
Cash and cash equivalents	$	460,253	$	101,786	$	18,223	$	—		$	580,262
Restricted cash	—		2,336		—		—			2,336
Accounts receivable, net (including intercompany)	—		920,829		119,614		(109,129		)	931,314
Inventories	—		412,081		7,297		—			419,378
Deferred income tax benefits, net-current	—		156,139		—		(2,695		)	153,444
Other current assets	3,865		193,079		13,693		—			210,637
Total current assets	464,118		1,786,250		158,827		(111,824		)	2,297,371
Properties and equipment, net	—		220,066		5,191		—			225,257
Goodwill	—		4,171,328		79,251		—			4,250,579
Identifiable intangible assets, net	—		229,051		6,219		—			235,270
Other noncurrent assets	77,485		100,725		6,423		—			184,633
Investment in subsidiaries	5,593,155		—		—		(5,593,155		)	—
Total assets	$	6,134,758	$	6,507,420	$	255,911	$	(5,704,979	)	$	7,193,110
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities	$	59,596	$	569,623	$	19,977	$	(109,129	)	$	540,067
Long-term debt, notes and convertible debentures	1,957,167		11,107		—		—			1,968,274
Deferred income tax liabilities	322,559		500,242		18,751		(2,695		)	838,857
Other noncurrent liabilities	—		50,476		—		—			50,476
Stockholders' equity	3,795,436		5,375,972		217,183		(5,593,155		)	3,795,436
Total liabilities and stockholders' equity	$	6,134,758	$	6,507,420	$	255,911	$	(5,704,979	)	$	7,193,110

8

Note 10 – Guarantor Subsidiaries (Continued)

Condensed Consolidating Statements of Cash Flows - Unaudited

(in thousands)

	Nine months ended September 30,
2012:	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Omnicare, Inc. and Subsidiaries
Cash flows from operating activities:
Net cash flows (used in) from operating activities	$	(43,685	)	$	457,344		$	3,244		$	416,903
Cash flows from investing activities:
Acquisition of businesses, net of cash received	—			(34,411		)	—			(34,411		)
Disposition of businesses	—			19,207			—			19,207
Capital expenditures	—			(69,486		)	(1,947		)	(71,433		)
Marketable securities	(25,000		)	—			—			(25,000		)
Other	—			850			498			1,348
Net cash flows used in investing activities	(25,000		)	(83,840		)	(1,449		)	(110,289		)
Cash flows from financing activities:
Payments on term loans	(19,375		)	—			—			(19,375		)
Proceeds from long-term borrowings and obligations	425,000			—			—			425,000
Payments on long-term borrowings and obligations	(452,302		)	—			—			(452,302		)
Capped call transaction	(48,126		)	—			—			(48,126		)
Payments for Omnicare common stock repurchases	(110,919		)	—			—			(110,919		)
Dividends paid	(30,765		)	—			—			(30,765		)
Other	396,155			(398,374		)	(762		)	(2,981		)
Net cash flows from (used in) financing activities	159,668			(398,374		)	(762		)	(239,468		)
Net increase (decrease) in cash and cash equivalents	90,983			(24,870		)	1,033			67,146
Cash and cash equivalents at beginning of period	460,253			101,786			18,223			580,262
Cash and cash equivalents at end of period	$	551,236		$	76,916		$	19,256		$	647,408
2011:
Cash flows from operating activities:
Net cash flows (used in) from operating activities	$	(91,002	)	$	538,633		$	1,179		$	448,810
Cash flows from investing activities:
Acquisition of businesses, net of cash received	—			(101,844		)	—			(101,844		)
Divestiture of business, net	—			10,599			—			10,599
Capital expenditures	—			(37,238		)	(1,842		)	(39,080		)
Other	—			(3,372		)	(7		)	(3,379		)
Net cash flows used in investing activities	—			(131,855		)	(1,849		)	(133,704		)
Cash flows from financing activities:
Proceeds from long-term borrowings and obligations	600,000			—			—			600,000
Payments on long-term borrowings and obligations	(626,921		)	—			—			(626,921		)
Payments for Omnicare common stock repurchases	(120,114		)	—			—			(120,114		)
Dividends paid	(12,745		)	—			—			(12,745		)
Other	327,768			(299,667		)	2,034			30,135
Net cash flows from (used in) financing activities	167,988			(299,667		)	2,034			(129,645		)
Net increase in cash and cash equivalents	76,986			107,111			1,364			185,461
Less increase (decrease) in cash and cash equivalents of discontinued operations	—			304			(2		)	302
Increase in cash and cash equivalents of continuing operations	76,986			106,807			1,366			185,159
Cash and cash equivalents at beginning of period	460,778			17,598			16,108			494,484
Cash and cash equivalents at end of period	$	537,764		$	124,405		$	17,474		$	679,643

9

Note 10 – Guarantor Subsidiaries (Continued)

The Company’s 3.25% convertible senior debentures due 2035 (with optional redemption by Omnicare on or after, or an optional repurchase right of holders on, December 15, 2015, at par) 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 unaudited financial data illustrates the composition of Omnicare, Inc. (“Parent”), the Guarantor Subsidiary and the Non-Guarantor Subsidiaries as of September 30, 2012 and December 31, 2011 for the balance sheets, as well as the three and nine months ended September 30, 2012 and 2011 for the statements of comprehensive income and the statements of cash flows for the nine months ended September 30, 2012 and 2011.  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.  The equity method has been used with respect to the Parent company’s investment in subsidiaries.  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.

Summary Consolidating

Statements of Comprehensive Income

(in thousands)

	Three months ended September 30,
2012:	Parent			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Consolidating /  Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
Net sales	$	—		$	—		$	1,501,348		$	—		$	1,501,348
Cost of sales	—			—			1,130,053			—			1,130,053
Gross profit	—			—			371,295			—			371,295
Selling, general and administrative expenses	988			364			202,198			—			203,550
Provision for doubtful accounts	—			—			24,047			—			24,047
Settlement, litigation and other related charges	—			—			4,931			—			4,931
Other charges	—			—			5,036			—			5,036
Operating income (loss)	(988		)	(364		)	135,083			—			133,731
Interest expense, net of investment income	(37,625		)	—			(1,411		)	—			(39,036		)
Income (loss) from continuing operations before income taxes	(38,613		)	(364		)	133,672			—			94,695
Income tax (benefit) expense	(15,116		)	(142		)	48,528			—			33,270
Income (loss) from continuing operations	(23,497		)	(222		)	85,144			—			61,425
Equity of net income of subsidiaries	84,922			—			—			(84,922		)	—
Net income (loss)	$	61,425		$	(222	)	$	85,144		$	(84,922	)	$	61,425
Comprehensive Income (loss)	$	63,354		$	(222	)	$	87,071		$	(86,849	)	$	63,354
2011:
Net sales	$	—		$	—		$	1,544,360		$	—		$	1,544,360
Cost of sales	—			—			1,198,299			—			1,198,299
Gross profit	—			—			346,061			—			346,061
Selling, general and administrative expenses	2,666			318			188,309			—			191,293
Provision for doubtful accounts	—			—			24,255			—			24,255
Settlement, litigation and other related charges	—			—			6,742			—			6,742
Other charges	—			—			6,718			—			6,718
Operating income (loss)	(2,666		)	(318		)	120,037			—			117,053
Interest expense, net of investment income	(55,578		)	—			(348		)	—			(55,926		)
Income (loss) from continuing operations before income taxes	(58,244		)	(318		)	119,689			—			61,127
Income tax (benefit) expense	(22,447		)	(120		)	45,910			—			23,343
Income (loss) from continuing operations	(35,797		)	(198		)	73,779			—			37,784
Loss from discontinued operations	—			—			(9,900		)	—			(9,900		)
Equity of net income of subsidiaries	63,681			—			—			(63,681		)	—
Net income (loss)	$	27,884		$	(198	)	$	63,879		$	(63,681	)	$	27,884
Comprehensive Income (loss)	$	24,002		$	(198	)	$	59,992		$	(59,794	)	$	24,002

10

Note 10 – Guarantor Subsidiaries (Continued)

Summary Consolidating

Statements of Comprehensive Income

(in thousands)

	Nine months ended September 30,
2012:	Parent			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Consolidating /  Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
Net sales	$	—		$	—		$	4,630,443		$	—		$	4,630,443
Cost of sales	—			—			3,523,702			—			3,523,702
Gross profit	—			—			1,106,741			—			1,106,741
Selling, general and administrative expenses	3,110			1,032			601,410			—			605,552
Provision for doubtful accounts	—			—			72,556			—			72,556
Settlement, litigation and other related charges	—			—			38,227			—			38,227
Other charges	35,092			—			30,665			—			65,757
Operating income (loss)	(38,202		)	(1,032		)	363,883			—			324,649
Interest expense, net of investment income	(103,146		)	—			(2,298		)	—			(105,444		)
Income (loss) from continuing operations before income taxes	(141,348		)	(1,032		)	361,585			—			219,205
Income tax (benefit) expense	(54,772		)	(400		)	138,521			—			83,349
Income (loss) from continuing operations	(86,576		)	(632		)	223,064			—			135,856
Equity of net income of subsidiaries	222,432			—			—			(222,432		)	—
Net income (loss)	$	135,856		$	(632	)	$	223,064		$	(222,432	)	$	135,856
Comprehensive Income (loss)	$	136,518		$	(632	)	$	224,448		$	(223,816	)	$	136,518
2011:
Net sales	$	—		$	—		$	4,625,837		$	—		$	4,625,837
Cost of sales	—			—			3,608,423			—			3,608,423
Gross profit	—			—			1,017,414			—			1,017,414
Selling, general and administrative expenses	8,573			987			564,374			—			573,934
Provision for doubtful accounts	—			—			73,142			—			73,142
Settlement, litigation and other related charges	—			—			32,571			—			32,571
Other charges	—			—			10,939			—			10,939
Operating income (loss)	(8,573		)	(987		)	336,388			—			326,828
Interest expense, net of investment income	(123,272		)	—			(766		)	—			(124,038		)
Income (loss) from continuing operations before income taxes	(131,845		)	(987		)	335,622			—			202,790
Income tax (benefit) expense	(50,062		)	(371		)	130,003			—			79,570
Income (loss) from continuing operations	(81,783		)	(616		)	205,619			—			123,220
Loss from discontinued operations	—			—			(67,479		)	—			(67,479		)
Equity of net income of subsidiaries	137,524			—			—			(137,524		)	—
Net income (loss)	$	55,741		$	(616	)	$	138,140		$	(137,524	)	$	55,741
Comprehensive Income (loss)	$	48,946		$	(616	)	$	132,622		$	(132,006	)	$	48,946

11

Note 10 – Guarantor Subsidiaries (Continued)

Condensed Consolidating Balance Sheets

(in thousands)

As of September 30, 2012:	Parent		Guarantor Subsidiary		Non-Guarantor Subsidiaries		Consolidating/Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
ASSETS
Cash and cash equivalents	$	551,236	$	—	$	96,172	$	—		$	647,408
Restricted cash	—		—		988		—			988
Accounts receivable, net (including intercompany)	—		150		901,809		(150		)	901,809
Inventories	—		—		340,648		—			340,648
Deferred income tax benefits, net-current	—		—		166,171		(3,613		)	162,558
Other current assets	4,401		—		175,571		—			179,972
Total current assets	555,637		150		1,681,359		(3,763		)	2,233,383
Properties and equipment, net	—		25		271,411		—			271,436
Goodwill	—		—		4,256,385		—			4,256,385
Identifiable intangible assets, net	—		—		207,175		—			207,175
Other noncurrent assets	80,610		19		100,188		—			180,817
Investment in subsidiaries	5,519,287		—		—		(5,519,287		)	—
Total assets	$	6,155,534	$	194	$	6,516,518	$	(5,523,050	)	$	7,149,196
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities	$	79,586	$	23	$	384,071	$	(150	)	$	463,530
Long-term debt, notes and convertible debentures	2,015,504		—		14,238		—			2,029,742
Deferred income tax liabilities	349,121		—		539,942		(3,613		)	885,450
Other noncurrent liabilities	—		—		59,151		—			59,151
Stockholders' equity	3,711,323		171		5,519,116		(5,519,287		)	3,711,323
Total liabilities and stockholders' equity	$	6,155,534	$	194	$	6,516,518	$	(5,523,050	)	$	7,149,196
As of December 31, 2011:
ASSETS
Cash and cash equivalents	$	460,253	$	—	$	120,009	$	—		$	580,262
Restricted cash	—		—		2,336		—			2,336
Accounts receivable, net (including intercompany)	—		177		931,314		(177		)	931,314
Inventories	—		—		419,378		—			419,378
Deferred income tax benefits, net-current	—		—		153,989		(545		)	153,444
Other current assets	3,865		—		206,772		—			210,637
Total current assets	464,118		177		1,833,798		(722		)	2,297,371
Properties and equipment, net	—		17		225,240		—			225,257
Goodwill	—		19		4,250,560		—			4,250,579
Identifiable intangible assets, net	—		—		235,270		—			235,270
Other noncurrent assets	77,485		—		107,148		—			184,633
Investment in subsidiaries	5,593,155		—		—		(5,593,155		)	—
Total assets	$	6,134,758	$	213	$	6,652,016	$	(5,593,877	)	$	7,193,110
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities	$	59,596	$	82	$	480,566	$	(177	)	$	540,067
Long-term debt, notes and convertible debentures	1,957,167		—		11,107		—			1,968,274
Deferred income tax liabilities	322,559		—		516,843		(545		)	838,857
Other noncurrent liabilities	—		—		50,476		—			50,476
Stockholders' equity	3,795,436		131		5,593,024		(5,593,155		)	3,795,436
Total liabilities and stockholders' equity	$	6,134,758	$	213	$	6,652,016	$	(5,593,877	)	$	7,193,110

12

Note 10 – Guarantor Subsidiaries (Continued)

Condensed Consolidating Statements of Cash Flows - Unaudited

(in thousands)

	Nine months ended September 30,
2012:	Parent			Guarantor Subsidiary		Non-Guarantor Subsidiaries			Omnicare, Inc. and Subsidiaries
Cash flows from operating activities:
Net cash flows (used in) from operating activities	$	(43,685	)	$	—	$	460,588		$	416,903
Cash flows from investing activities:
Acquisition of businesses, net of cash received	—			—		(34,411		)	(34,411		)
Disposition of businesses	—			—		19,207			19,207
Capital expenditures	—			—		(71,433		)	(71,433		)
Marketable securities	(25,000		)	—		—			(25,000		)
Other	—			—		1,348			1,348
Net cash flows used in investing activities	(25,000		)	—		(85,289		)	(110,289		)
Cash flows from financing activities:
Payments on term loans	(19,375		)	—		—			(19,375		)
Proceeds from long-term borrowings and obligations	425,000			—		—			425,000
Payments on long-term borrowings and obligations	(452,302		)	—		—			(452,302		)
Capped call transaction	(48,126		)	—		—			(48,126		)
Payments for Omnicare common stock repurchases	(110,919		)	—		—			(110,919		)
Dividends paid	(30,765		)	—		—			(30,765		)
Other	396,155			—		(399,136		)	(2,981		)
Net cash flows from (used in) financing activities	159,668			—		(399,136		)	(239,468		)
Net increase (decrease) in cash and cash equivalents	90,983			—		(23,837		)	67,146
Cash and cash equivalents at beginning of period	460,253			—		120,009			580,262
Cash and cash equivalents at end of period	$	551,236		$	—	$	96,172		$	647,408
2011:
Cash flows from operating activities:
Net cash flows (used in) from operating activities	$	(91,002	)	$	—	$	539,812		$	448,810
Cash flows from investing activities:
Acquisition of businesses, net of cash received	—			—		(101,844		)	(101,844		)
Divestiture of business, net	—			—		10,599			10,599
Capital expenditures	—			—		(39,080		)	(39,080		)
Other	—			—		(3,379		)	(3,379		)
Net cash flows used in investing activities	—			—		(133,704		)	(133,704		)
Cash flows from financing activities:
Proceeds from long-term borrowings and obligations	600,000			—		—			600,000
Payments on long-term borrowings and obligations	(626,921		)	—		—			(626,921		)
Payments for Omnicare common stock repurchases	(120,114		)	—		—			(120,114		)
Dividends paid	(12,745		)	—		—			(12,745		)
Other	327,768			—		(297,633		)	30,135
Net cash flows from (used in) financing activities	167,988			—		(297,633		)	(129,645		)
Net increase in cash and cash equivalents	76,986			—		108,475			185,461
Less increase in cash and cash equivalents of discontinued operations	—			—		302			302
Increase in cash and cash equivalents of continuing operations	76,986			—		108,173			185,159
Cash and cash equivalents at beginning of period	460,778			—		33,706			494,484
Cash and cash equivalents at end of period	$	537,764		$	—	$	141,879		$	679,643

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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (“MD&A”)

The following discussion should be read in conjunction with the Omnicare, Inc. ("Omnicare" or the "Company") Consolidated Financial Statements, related notes and other financial information appearing elsewhere in this report.  In addition, see “Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 Regarding Forward-Looking Information.”  The reader should also refer to the Consolidated Financial Statements and notes thereto and MD&A, including critical accounting policies, for the year ended December 31, 2011, which appear in the Company's 2011 Annual Report on Form 10-K ("2011 Annual Report"). All amounts disclosed herein relate to the Company’s continuing operations unless otherwise stated.

Executive Overview

Effective September 11, 2012 the Company's Board of Directors ("BOD") appointed John L. Workman as the Chief Executive Officer of the Company. Mr. Workman was also appointed to serve on the BOD as of such date. The Company's BOD also appointed Nitin Sahney, its Chief Operating Officer, to the additional position of President, and appointed Robert O. Kraft, its Senior Vice President of Finance, to the position of Chief Financial Officer, in each case effective September 11, 2012.

Omnicare 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, commercialization services for the biopharmaceutical industry and end-of-life pharmaceutical care management for hospice care agencies. Omnicare leverages its specialized clinical capabilities and innovative technology solutions across both primary businesses as key components of the value we believe we provide to our customers. Omnicare services customers across the United States.

Through LTC, Omnicare operates the largest institutional pharmacy business in North America, 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 September 30, 2012, LTC provided our pharmacy services in 47 states in the United States (“U.S.”) as well as the District of Columbia and also served approximately 1.0 million beds and dispensed approximately 28.2 million prescriptions in the third quarter of 2012.

SCG touches a broad spectrum of the healthcare continuum, serving the needs of biopharmaceutical manufacturers, physicians, nurses, caregivers and patients. Our services are largely centered on the specialty pharmaceutical market. These services are based on five platforms: brand support services, supply chain solutions, patient support services, specialty pharmacy and disease management for end-of-life care. Our brand support services, supply chain solutions and patient support services are integrated, fee-for-service platforms which focus on helping the drug manufacturer 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. In our end-of-life care platform, Omnicare provides hospice care pharmaceutical management.

In the first nine months of 2012, the Company’s SCG business continued its strong performance. Further, the benefit from recently launched generic drugs has served to offset the increased payroll and employee benefit costs associated with Omnicare’s initiatives to improve its infrastructure and payor-driven reimbursement reductions within the LTC business. The Company did experience a decrease in beds served in the first nine months of 2012 due primarily to the loss of a large, low margin correctional facility customer as well as the termination of several legacy accounts for collections and related issues.

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

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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 plays an important role in solving our country's healthcare cost dilemma while striving for positive patient outcomes.

On September 11, 2012, the Company's BOD authorized an additional $350 million in share repurchases through December 31, 2014. The BOD also authorized a quarterly cash dividend of $0.14 per share on the Company's common stock, a 100% increase over the previous quarterly dividend rate of $0.07 per share.

During the third quarter, the Company completed an amendment and extension of its 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 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, which represents a 50 basis point reduction over the previous credit facility. The new Credit Facility also amended certain restricted payment baskets and extends the maturity of the credit facility to September 28, 2017, which provides the Company with greater financial flexibility. Also, in the first nine months of 2012, Omnicare entered into separate, privately negotiated exchange agreements under which, effective April 3, 2012, the Company retired $256.9 million in aggregate principal amount of outstanding 3.75% Convertible Senior Subordinated Notes due 2025 (the "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"). In connection with the issuance of the 2042 Notes, the Company also entered into capped call transactions with a counterparty, which are intended to reduce potential dilution upon conversion of the 2042 Notes.

In the quarter ended September 30, 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 $7.7 million and $1.8 million in the three and nine months ended September 30, 2012, respectively. These charges are reflected in the "Other charges" caption of the Consolidated Statements of Comprehensive Income.

For a further description of the Company’s business activities, see the “Business” caption of Part I, Item 1, the Company's 2011 Annual Report.

Regulatory Matters Update

The Company derives a significant portion of its 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, the Company and its customers are subject to legislative and regulatory changes impacting operations and the level of reimbursement received from the Medicare and Medicaid programs. For example, on October 3, 2011, the Centers for Medicare & Medicaid Services (“CMS”) requested comment regarding a potential change to the regulations relating to long term care facilities' retention of consultant pharmacists. In particular, CMS was considering imposing a requirement that consultant pharmacists be “independent” of any affiliations with the long term care pharmacy that provides drugs for the facility's residents. Such a requirement, if adopted, would have precluded the Company from continuing to provide consultant pharmacist services to the facilities it serves as a dispensing pharmacy. The Company submitted comments to CMS on this proposal, stating the Company's view that CMS's stated premises for imposing this requirement were mistaken and that mandating such a change would be ill-advised. On April 2, 2012, CMS stated that it would not move forward with the proposal for “independent” consulting pharmacists at this time, but recommended that the industry take certain steps on a voluntary basis. CMS also solicited comments on a number of issues to better define the problem and frame a more comprehensive solution regarding medication management and quality in long term care facilities, to inform a potential later notice and comment rulemaking should “marked improvement in inappropriate utilization” not occur. The Company expects to submit further comments to CMS in response to its request and looks forward to working with CMS to further the goal of appropriate medication use.

Additionally, 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 CMS's calculation of maximum reimbursement amounts under state Medicaid programs. 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”), a benchmark which has not been publicly available. The ACA also changed

15

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 provided comments to CMS on various aspects of these releases, 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. CMS has also released proposed regulations relating to the calculation of AMP and FULs pursuant to the ACA changes, and in the same release has proposed that Medicaid reimbursement of drugs to which FULs do not apply be based upon an “actual acquisition cost” measure, with new requirements for Medicaid dispensing fees. The Company has submitted comments on these proposals. In addition, CMS is 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. The Company submitted comments to CMS on various aspects of the proposed survey. CMS has announced that it is not including specialty pharmacies in the survey at this time. CMS has released draft NADAC amounts for comment. 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. Any state that wishes to change its pharmacy reimbursement methodology to make use of any of the new data being published by CMS will need to submit a state plan amendment to CMS for review and approval.

Further, effective for the federal fiscal year 2012 which began October 1, 2011, CMS has reduced reimbursement rates paid to skilled nursing facilities ("SNF") for services provided under Medicare Part A by 11.1% compared to fiscal year 2011 levels. On August 2, 2012, CMS published a notice updating Medicare payment rates for skilled nursing facilities for fiscal year 2013, which began October 1, 2012. Under the notice, Medicare rates are increasing by 1.8%, compared to fiscal year 2012 amounts.

On August 2, 2011, President Obama signed into law the Budget Control Act of 2011, which increased the nation's debt ceiling while taking steps to reduce the federal deficit. Under this law, a bipartisan Joint Select Committee on Deficit Reduction was charged with identifying $1.5 trillion in deficit reduction, which could include cuts in Medicare, Medicaid, and other federal spending and/or revenue increases. The Committee failed to produce a budget plan before its deadline. Therefore, since no legislation was adopted to achieve deficit reduction targets, an enforcement mechanism known as sequestration will trigger a total of $1.2 trillion in spending reductions in January 2013, divided between domestic and defense spending. Medicare provider payments will be subject to sequestration, although the reductions will be capped at 2%.

There can be no assurance that these or other legislative and regulatory changes will not adversely impact the Company's results of operations, cash flows, or financial condition as a result of a number of possible factors, including unfavorable changes in reimbursement or increased operational costs.

Consolidated Results of Operations for the Three and Nine Months Ended September 30, 2012

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).  

	Three months ended September 30,				Nine months ended September 30,
	2012		2011		2012		2011
Net sales	$	1,501,348	$	1,544,360	$	4,630,443	$	4,625,837
Operating income	133,731		117,053		324,649		326,828
Adjusted operating income (a)	143,698		130,513		428,633		370,338
Income from continuing operations	61,425		37,784		135,856		123,220
Adjusted income from continuing operations (a)	72,288		62,306		216,776		178,332

(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.

Net sales for the three and nine months ended September 30, 2012 were positively impacted by drug price inflation and growth

16

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 24.7% and 23.9% in the three and nine months ended September 30, 2012, versus 22.4% and 22.0%, respectively, in the comparable prior year periods.  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 consolidated selling, general and administrative (“operating”) expenses as a percentage of net sales amounted to 13.6% and 13.1% in the three and nine months ended September 30, 2012 versus 12.4% and 12.4% , respectively, in the comparable prior-year periods.  Operating expenses were unfavorably impacted by the 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 the three and nine months ended September 30, 2012 than the prior-year period primarily due to the refinancing activities completed in 2011 and certain debt redemption costs recorded in 2011 associated with the early redemption of $200 million of long-term debt and the Company's 2011 refinancing activites. See additional information at the "Debt" note of the Notes to Consolidated Financial Statements.

The effective tax rates for the three and nine months are different than the federal statutory rate largely as a result of the impact of state and local income taxes and certain non-deductible charges.  The year over year change in the effective tax rate is primarily due to certain non-deductible charges relating to the disposition of businesses in the third quarter of 2012.

Long-Term Care Group Segment                                                

	Three months ended September 30,				Nine months ended September 30,
	2012		2011		2012		2011
Net sales	$	1,165,703	$	1,266,582	$	3,664,759	$	3,846,117
Operating income	$	158,998	$	126,833	$	419,778	$	357,104
Beds served	980		1,008		980		1,008
Scripts dispensed	28,162		28,435		85,599		86,143

LTC sales were favorably impacted by drug price inflation, which was more than offset by reductions in reimbursement primarily relating to maximum allowable costs ("MAC") 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. When a drug converts from brand to generic, the Company's cost goes down, and a portion of that savings is passed on to our customers, which also serves to reduce sales. 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.

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                                                 

17

	Three months ended September 30,				Nine months ended September 30,
	2012		2011		2012		2011
Net sales	$	332,615	$	274,079	$	956,012	$	768,031
Operating income	$	31,061	$	26,424	$	92,881	$	72,254

SCG 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.

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 investors' 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 and nine months ended September 30, 2012 and 2011 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:

	Three months ended September 30,				Nine months ended September 30,
	2012		2011		2012		2011
Settlement, litigation and other related charges (i)	$	4,931	$	6,742	$	38,227	$	32,571
Other charges (ii)	5,036		6,718		65,757		10,939
Subtotal - operating expense Special Items	9,967		13,460		103,984		43,510
Amortization of discount on convertible notes (iii)	5,839		6,107		18,118		17,969
Debt redemption costs - net (iii)	8,270		20,168		12,363		21,247
Total - Special Items	$	24,076	$	39,735	$	134,465	$	82,726
Total - Special items after tax (iv)	$	10,863	$	24,522	$	80,920	$	55,112
Operating income	$	133,731	$	117,053	$	324,649	$	326,828
Operating expense Special Items	9,967		13,460		103,984		43,510
Adjusted operating income	$	143,698	$	130,513	$	428,633	$	370,338
Income from continuing operations	$	61,425	$	37,784	$	135,856	$	123,220
Total Special Items - after tax	10,863		24,522		80,920		55,112
Adjusted income from continuing operations	$	72,288	$	62,306	$	216,776	$	178,332

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

(ii) See additional information at the "Other Charges" caption of the "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.

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Discontinued Operations

Net income for the three and nine months ended September 30, 2011, was significantly impacted by losses from the divestiture of discontinued operations.  For the three and nine months ended September 30, 2011, the Company recorded a combined pretax impairment loss of approximately $19 million and $75 million to reduce the carrying value of the CRO Services and Non-Core Disposal Group to fair value based on the final terms of the divestiture.  The operating loss was primarily related to the CRO Services business and was primarily attributable to lower levels of new business added, as well as early project terminations by clients and client-driven delays in the commencement of certain projects.  

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

Financial Condition, Liquidity and Capital Resources

Cash and cash equivalents at September 30, 2012 were $648.4 million compared with $582.6 million at December 31, 2011 (including restricted cash amounts).

The Company generated positive net cash flows from operating activities of continuing operations of $416.9 million during the nine months ended September 30, 2012, compared with net cash flows from operating activities of continuing operations totaling $447.9 million during the nine months ended September 30, 2011.  Compared to the same prior year period, operating cash flow was unfavorably impacted primarily by the year-over-year change in accounts payable and a litigation settlement payment of $50 million in 2012 relating to the Company's settlement with the Drug Enforcement Agency, see further discussion at the “Commitments and Contingencies” note of the Notes to Consolidated Financial Statements.  Further, favorably impacting operating cash flow was the excess of tax deductible interest expense over book interest expense related to certain of the Company’s convertible debentures and notes, which has resulted in an increase in the Company’s deferred tax liabilities during the nine months ended September 30, 2012 and 2011 of $9.6 million and $9.0 million, respectively ($167.6 million cumulative, the recorded deferred tax liability, as of September 30, 2012).  The recorded deferred tax liability will, under certain circumstances, be realized in the future upon conversion or redemption which would serve to reduce operating cash flows.

Net cash used in investing activities of continuing operations was $110.3 million and $133.1 million for the nine months ended September 30, 2012 and 2011, respectively.  Acquisitions of businesses, primarily funded by operating cash flows, required outlays of $34.4 million (including amounts payable pursuant to acquisition agreements relating to prior year acquisitions) in the first nine months of 2012, compared to $101.8 million in the prior year period.  Omnicare’s capital expenditures were $71.4 million for the first nine months of 2012 versus $39.1 million in the 2011 period. 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. Also, the Company received $19.2 million for the divestiture of its Canadian pharmacy and the Company's pharmacy operational software business.

Net cash used in financing activities of continuing operations was $239.5 million for the nine months ended September 30, 2012 as compared to $129.6 million for the comparable prior-year period.  In the three and nine months ended September 30, 2012, the Company amended and restated its senior unsecured credit agreement, consisting 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") during 2012. The amendment and restatement, among other things, provided for (i) an extension of the maturity date of the credit facilities to September 28, 2017 and (ii) a reduction in pricing. Also, during the first nine months of 2012, the Company entered into separate, privately negotiated exchange agreements under which, effective April 3, 2012, 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 2042 Notes. Also, in the nine months ended September 30, 2012, the Company redeemed $25 million of its 3.25% convertible senior debentures, due 2035. The Company completed the issuance of an additional $150 million aggregate principal amount of its 7.75% Senior Subordinated Notes due 2020 (the “Additional 7.75% Notes”) during 2011. The Company used a portion of the proceeds from its previous term loan and the Additional 7.75% Notes transactions, completed in the 2011 third quarter, to redeem approximately $425 million of the 6.875% Notes in September 2011 (with the remaining $100 million redeemed in October 2011). Also during the first nine months of 2011, the Company redeemed $200 million of its 6.125% Notes (with the remaining $50 million redeemed in October 2011).

In the nine months ended September 30, 2012, the Company repurchased approximately 3.4 million shares of the Company's common stock at an aggregate cost of approximately $111 million through its share repurchase programs, versus approximately $120 million in the nine months ending September 30, 2011. In February 2012 and September 2012, the Company's Board of Directors increased the Company's share repurchase authorization by $200 million and $350 million until February 28, 2014 and

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December 31, 2014, respectively. The Company had approximately $498 million of share repurchase authority remaining as of September 30, 2012.

At September 30, 2012, there were no outstanding borrowings on the Company's revolving credit facility and $425 million outstanding on the term loan. As of September 30, 2012, the Company had approximately $11 million outstanding relating to standby letters of credit, substantially all of which are subject to automatic annual renewals.

On September 11, 2012, the Company’s Board of Directors declared a quarterly cash dividend of 14 cents per common share, for an indicated annual rate of 42 cents per common share for 2012, which is 175.4% higher than the 15.25 cents per share in dividends paid during 2011.  Further, aggregate dividends paid of $30.8 million during the nine months ended September 30, 2012 were greater than those paid in the comparable prior-year period by approximately $18.0 million.

There were no known material commitments and contingencies outstanding at September 30, 2012, 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; separation payments; as well as the matters discussed in the “Commitments and Contingencies” note of the Notes to Consolidated Financial Statements.

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, debt servicing, capital expenditures and other financing requirements for at least the next year, although no such 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 table summarizes the Company’s aggregate contractual obligations as of September 30, 2012, the nature of which is described in further detail at the “Aggregate Contractual Obligations” caption of the MD&A section at Part II, Item 7 of Omnicare’s 2011 Annual Report, 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		After 5 Years
Debt obligations	$	2,455,554	$	21,250	$	42,500	$	361,250	$	2,030,554
Capital lease obligations	19,674		5,435		10,047		4,192		—
Operating lease obligations	132,318		28,654		48,536		28,025		27,103
Purchase obligations	40,298		30,717		4,802		4,779		—
Other current obligations	212,387		212,387		—		—		—
Other long-term obligations	59,151		—		41,433		7,675		10,043
Subtotal	2,919,382		298,443		147,318		405,921		2,067,700
Future interest costs relating to debt and capital lease obligations	1,455,224		90,683		180,530		179,664		1,004,347
Total contractual cash obligations	$	4,374,606	$	389,126	$	327,848	$	585,585	$	3,072,047

As of September 30, 2012, the Company had approximately $11 million outstanding relating to standby letters of credit, substantially all of which are subject to automatic annual renewals.

Off-Balance Sheet Arrangements:

A description of the Company’s Off-Balance Sheet Arrangements, for which there were no significant changes during the nine months ended September 30, 2012, is presented at the “Off-Balance Sheet Arrangements” caption of Part II, Item 7 of Omnicare’s 2011 Annual Report.

Critical Accounting Policies

The Company’s description of business and critical accounting policies have been disclosed in Omnicare’s 2011 Annual Report.

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Allowance for Doubtful Accounts

The allowance for doubtful accounts as of September 30, 2012 was $297.8 million, compared with $358.7 million at December 31, 2011.  The allowance for doubtful accounts represented 24.8% and 27.8% of gross receivables (net of contractual allowance adjustments) as of September 30, 2012 and December 31, 2011, respectively.  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 September 30, 2012 would result in an increase to the provision for doubtful accounts and related allowance for doubtful accounts of approximately $12.0 million.

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

Legal Contingencies

The status of certain legal proceedings has been updated 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” section of the “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 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; changes in tax laws and regulations; changes in accounting rules and standards; the impacts of potential cybersecurity risks and/or incidents; and costs to comply with the Company’s Corporate Integrity Agreement. 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.

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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 3 - 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 $425 million outstanding under the variable-rate Senior Term Loan, due 2017, at an interest rate of 4.00% at September 30, 2012 (a 100 basis point change in the interest rate would increase or decrease interest expense by approximately $4.3 million per year). In connection with its offering of $400 million of 7.75% Senior Notes during 2010 and the additional $150 million in 2011, the Company entered into Swap Agreements on all $550 million of its aggregate principal amount of the 7.75% Senior 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 4.27%. The weighted average estimated LIBOR-based floating rate (including the 4.27% spread) was 4.90% at September 30, 2012 (a 100 basis-point change in the interest rate would increase or decrease interest expense by approximately $5.5 million per year).

For information regarding the fair value of the Company’s fixed-rate debt facilities, see the "Fair Value" section of the “Significant Accounting Policies” note of the Notes to Consolidated Financial Statements.

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 for the year ended December 31, 2011 included in Omnicare’s 2011 Annual Report.

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

ITEM 4 - CONTROLS AND PROCEDURES

(a)           Under applicable SEC regulations, management of a reporting company, with the participation of the principal executive officer and principal financial officer, must periodically evaluate the Company’s “disclosure controls and procedures,” which are defined generally as controls and other procedures of a reporting company designed to ensure that information required to be disclosed by the reporting company in its periodic reports filed with the SEC (such as this Form 10-Q) is recorded, processed, accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding disclosure.  Omnicare is an acquisitive company that regularly acquires and integrates new businesses.  Throughout and following an acquisition, Omnicare focuses on analyzing the acquiree’s procedures and controls to determine their effectiveness and, where appropriate, implements changes to conform them to the Company’s disclosure controls and procedures.  The Company’s Chief Executive Officer and Chief Financial Officer evaluated the Company’s disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q and concluded that they are effective.

(b)           There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s quarter ended September 30, 2012 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION:

ITEM 1 - 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 Consolidated Financial Statements contained in Part I, Item I of this Filing and is incorporated herein by reference, and should be read in conjunction with the related disclosures previously reported in Omnicare’s 2011 Annual Report.

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ITEM 1A - RISK FACTORS

There has been no material change in the risk factors previously disclosed in Part I, Item 1A of Omnicare’s 2011 Annual Report on Form 10-K (“2011 Annual Report”).  Certain information in the risk factor entitled “Federal and state healthcare legislation has significantly impacted our business, and future legislation and regulations are likely to affect us” has been updated by the discussion in the “Regulatory Matters Update” section of the MD&A at Part I, Item 2., of this report, which is incorporated by reference herein and should be read in conjunction with the risk factors disclosed in Omnicare’s 2011 Annual Report. Certain information in the risk factor entitled “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” has been updated by the discussion in the “Commitment and Contingencies” note of the Notes to Consolidated Financial Statements contained in Part I, Item 1 of this report, which is incorporated by reference herein and should be read in conjunction with the risk factors disclosed in Omnicare's 2011 Annual Report.

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(c)           Purchases of Equity Securities by the Issuer and Affiliated Purchasers

A summary of the Company’s repurchase of Omnicare, Inc. common stock during the quarter ended September 30, 2012 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 May Yet Be Purchased Under the Plans or Programs(b)
July 1 -31, 2012	30	$	29.98	30	$	177,732
August 1 -31, 2012	320	31.82		300	168,181
September 1 - 30, 2012	621	32.66		617	498,011
Total	971	$	32.30	947	$	498,011

^(a) During the third quarter of 2012, the Company purchased 24 shares of Omnicare common stock in connection with its employee benefit plans, including purchases associated with the vesting of restricted stock awards.  These purchases were not made pursuant to a publicly announced repurchase plan or program.

^(b) On May 3, 2010, Omnicare announced that the Company’s Board of Directors (“BOD”) authorized a two-year program to repurchase, from time to time, shares of Omnicare’s outstanding common stock having an aggregate value of up to $200 million.  On May 26, 2011, the BOD approved an additional $100 million of share repurchase authorization extending until December 31, 2012.  On February 21, 2012, the BOD increased the share repurchase authorization by another $200 million until February 28, 2014. On September 12, 2012, the BOD increased the share repurchase authorization by an additional $350 million until December 31, 2014. In the nine months ended September 30, 2012, the Company repurchased approximately 3.4 million shares at an aggregate cost of approximately $111 million, for a cumulative amount of approximately 12.6 million shares and approximately $352 million through September 30, 2012.  Accordingly, the Company had approximately $498 million of combined share repurchase authority remaining as of September 30, 2012.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 - MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 - OTHER INFORMATION

None.

ITEM 6 - EXHIBITS

See Index of Exhibits. 

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SIGNATURE

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

Omnicare, Inc.

                                                                 Registrant

Date:	October 31, 2012	By:	/s/ Robert O. Kraft
			Robert O. Kraft Chief Financial Officer (Principal Financial and Accounting Officer)

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INDEX OF EXHIBITS

Number and Description of Exhibit (Numbers Coincide with Item 601 of Regulation S-K)		Document Incorporated by Reference from a Previous Filing, Filed Herewith or Furnished Herewith, as Indicated Below
(3.1)	Restated Certificate of Incorporation of Omnicare, Inc. (as amended)	Form 10-K March 27, 2003
(3.2)	Fourth Amended and Restated By-Laws of Omnicare, Inc.	Form 8-K February 22, 2011
(10.1)	Separation Agreement, dated as of August 9, 2012, between Omnicare, Inc. and Priscilla Stewart-Jones**	Filed Herewith
(10.2)	Amendment No. 2, dated as of September 28, 2012, to that certain Credit Agreement entered into as of August 24, 2011, as amended on September 12, 2012, among Omnicare, Inc., the lenders named therein, SunTrust Bank, as Administrative Agent, JP Morgan 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.	Form 8-K October 4, 2012
(10.3)	Amended and Restated Credit Agreement, dated as of September 28, 2012, by and among Omnicare, Inc., 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.	Form 8-K October 4, 2012
(12)	Statement of Computation of Ratio of Earnings to Fixed Charges	Filed Herewith
(31.1)	Rule 13a-14(a) Certification of Chief Executive Officer of Omnicare, Inc. in accordance with Section 302 of the Sarbanes-Oxley Act of 2002	Filed Herewith
(31.2)	Rule 13a-14(a) Certification of Chief Financial Officer of Omnicare, Inc. in accordance with Section 302 of the Sarbanes-Oxley Act of 2002	Filed Herewith
(32.1)	Section 1350 Certification of Chief Executive Officer of Omnicare, Inc. in accordance with Section 906 of the Sarbanes-Oxley Act of 2002*	Furnished Herewith
(32.2)	Section 1350 Certification of Chief Financial Officer of Omnicare, Inc. in accordance with Section 906 of the Sarbanes-Oxley Act of 2002*	Furnished Herewith
(101)	The following materials from the Omnicare, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Comprehensive Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statement of Cash Flows and (iv) the Notes to Consolidated Financial Statements	As provided in Rule 406T of Regulation S-T, this information is furnished herewith and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934

* A signed original of this written statement required by Section 906 has been provided to Omnicare, Inc. and will be retained by Omnicare, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

** Indicates management contract or compensatory arrangement.

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