Company-wide Reorganization Program:

During 2010, the Company initiated a “Company-wide Reorganization 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 third quarter of 2012 and $14 million cumulatively since 2010. The majority of the charges were recorded in the Corporate/Other segment.

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



	2010 Provision/ Accrual		Utilized during 2010			Balance at December 31, 2010		Utilized during 2011
Restructuring charges:
Employee severance	$	446	$	(141	)	$	305	$	(278	)
Employment agreement buy-outs	2,733		(933		)	1,800		(1,432		)
Lease terminations	91		(91		)	—		—
Other assets, fees and facility exit costs	—		—			—		—
Total restructuring charges	$	3,270	$	(1,165	)	$	2,105	$	(1,710	)



	Balance at December 31, 2011		2012 Provision/ Accrual		Utilized during 2012			Balance at December 31, 2012
Restructuring charges:
Employee severance	$	27	$	—	$	(27	)	$	—
Employment agreement buy-outs	368		—		(368		)	—
Lease terminations	—		10,034		(1,935		)	8,099
Other assets, fees and facility exit costs	—		731		(364		)	367
Total restructuring charges	$	395	10,765		$	(2,694	)	$	8,466
Other related charges			281
Total restructuring and other related charges			$	11,046

Omnicare Full Potential Plan:

In 2006, the Company commenced the implementation of the “Omnicare Full Potential” Plan, a major initiative primarily designed to re-engineer the Company’s pharmacy operating model to increase efficiency and enhance customer growth, which was substantially completed in 2010. The Omnicare Full Potential Plan optimized resources across the entire organization through implementing best practices, including the realignment and right-sizing of functions, and a “hub-and-spoke” model, whereby certain key administrative and production functions were transferred to regional support centers (“hubs”) specifically designed and managed to perform these tasks, with local pharmacies (“spokes”) focusing on time-sensitive services and customer-facing processes.

The Company recorded restructuring and other related charges for the Omnicare Full Potential Program of approximately $14 million during the year ended December 31, 2010, or cumulative aggregate restructuring and other related charges of approximately $110 million through 2010. The Company eliminated approximately 2,700 positions in completing the Omnicare Full Potential program.

The restructuring charges primarily included severance pay, the buy-out of employment agreements, lease terminations, and other exit-related asset disposals, professional fees and facility exit costs. The other related charges were primarily comprised of professional fees. Details of the Omnicare Full Potential Plan restructuring and other related charges are as follows (pretax, in thousands):



	Balance at December 31, 2009		2010 Provision/ Accrual		Utilized during 2010			Balance at December 31, 2010
Restructuring charges:
Employee severance	$	—	$	6,398	$	(5,688	)	$	710
Employment agreement buy-outs	—		—		—			—
Lease terminations	7,113		3,578		(4,119		)	6,572
Other assets, fees and facility exit costs	459		2,453		(2,531		)	381
Total restructuring charges	$	7,572	12,429		$	(12,338	)	$	7,663
Other related charges			1,466
Total restructuring and other related charges			$	13,895



	Utilized during 2011			Balance at December 31, 2011		Utilized during 2012			Balance at December 31, 2012
Restructuring charges:
Employee severance	$	(486	)	$	224	$	(224	)	$	—
Employment agreement buy-outs	—			—		—			—
Lease terminations	(2,798		)	3,774		(1,739		)	2,035
Other assets, fees and facility exit costs	(359		)	22		(22		)	—
Total restructuring charges	$	(3,643	)	$	4,020	$	(1,985	)	$	2,035

As of December 31, 2012, the Company has made cumulative payments of approximately $25 million of severance and other employee-related costs for the Omnicare Full Potential Plan. The remaining liabilities at December 31, 2012 represent amounts not yet paid relating to actions taken in connection with the program (primarily lease payments). The provision/accrual and corresponding payment amounts relating to employee severance were accounted for in accordance with the authoritative guidance for employers’ accounting for postemployment benefits; and the provision/accrual and corresponding payment amounts relating to employment agreement buy-outs are being accounted for in accordance with the authoritative guidance regarding accounting for costs associated with exit or disposal activities.