The Company’s 7.75% Senior Subordinated Notes due 2020, the 3.75% Convertible Notes due 2025 and the 3.75% Convertible Notes due 2042 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 financial data illustrates the composition of Omnicare, Inc. (“Parent”), the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries as of December 31, 2012 and 2011 for the balance sheets, as well as the statements of comprehensive income and the statements of cash flows for each of the three years in the period ended December 31, 2012. Management believes separate complete financial statements of the respective Guarantor Subsidiaries would not provide information that would be necessary for evaluating the sufficiency of the Guarantor Subsidiaries, and thus are not presented. No consolidating/eliminating adjustments column is presented for the condensed consolidating statements of cash flows since there were no significant consolidating/eliminating adjustment amounts during the periods presented.

Note 20 - Guarantor Subsidiaries - Continued



Summary Consolidating Statements of Comprehensive Income
(in thousands)	For the years ended December 31,
2012:	Parent			Guarantor Subsidiaries					Non-Guarantor Subsidiaries			Consolidating / Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
Net sales	$	—		$	6,023,153				$	137,235		$	—		$	6,160,388
Cost of sales	—			4,589,932					87,051			—			4,676,983
Gross profit	—			1,433,221					50,184			—			1,483,405
Selling, general and administrative expenses	4,816			793,205					21,621			—			819,642
Provision for doubtful accounts	—			97,862					1,545			—			99,407
Settlement, litigation and other related charges	—			49,375					—			—			49,375
Other charges	35,092			36,723					(4,012		)	—			67,803
Operating (loss) income	(39,908		)	456,056					31,030			—			447,178
Interest expense, net of investment income	(133,368		)	(1,089		)			(646		)	—			(135,103		)
(Loss) income from continuing operations before income taxes	(173,276		)	454,967					30,384			—			312,075
Income tax (benefit) expense	(66,763		)	173,729					10,235			—			117,201
(Loss) income from continuing operations	(106,513		)	281,238					20,149			—			194,874
Equity in net income of subsidiaries	301,387			—					—			(301,387		)	—
Net income	$	194,874		$	281,238				$	20,149		$	(301,387	)	$	194,874
Comprehensive income	$	194,744		$	281,238				$	21,533		$	(302,771	)	$	194,744
2011:
Net sales	$	—		$	6,057,114				$	125,808		$	—		$	6,182,922
Cost of sales	—			4,720,920					84,905			—			4,805,825
Gross profit	—			1,336,194					40,903			—			1,377,097
Selling, general and administrative expenses	15,579			746,579					11,677			—			773,835
Provision for doubtful accounts	—			96,623					1,929			—			98,552
Settlement, litigation and other related charges	—			55,674					—			—			55,674
Other charges	—			16,093					—			—			16,093
Operating (loss) income	(15,579		)	421,225					27,297			—			432,943
Interest expense, net of investment income	(158,621		)	(1,491		)			(6		)	—			(160,118		)
(Loss) income from continuing operations before income taxes	(174,200		)	419,734					27,291			—			272,825
Income tax (benefit) expense	(66,753		)	167,588					10,458			—			111,293
(Loss) income from continuing operations	(107,447		)	252,146					16,833			—			161,532
Loss from discontinued operations	—			(71,425		)			(3,183		)	—			(74,608		)
Equity in net income of subsidiaries	194,371			—					—			(194,371		)	—
Net income	$	86,924		$	180,721				$	13,650		$	(194,371	)	$	86,924
Comprehensive income	$	80,952		$	180,721		$	—	$	8,959		$	(189,680	)	$	80,952
2010:
Net sales	$	—		$	5,891,219				$	139,451		$	—		$	6,030,670
Cost of sales	—			4,590,118					104,322			—			4,694,440
Gross profit	—			1,301,101					35,129			—			1,336,230
Selling, general and administrative expenses	9,569			722,789					15,250			—			747,608
Provision for doubtful accounts	—			134,391					2,239			—			136,630
Settlement, litigation and other related charges	—			113,709					—			—			113,709
Other charges	—			149,129					—			—			149,129
Operating (loss) income	(9,569		)	181,083					17,640			—			189,154
Interest expense, net of investment income	(162,925		)	7,279					—			—			(155,646		)
(Loss) income from continuing operations before income taxes	(172,494		)	188,362					17,640			—			33,508
Income tax (benefit) expense	(64,478		)	82,225					1,297			—			19,044
(Loss) income from continuing operations	(108,016		)	106,137					16,343			—			14,464
Loss from discontinued operations	—			(85,684		)			(34,889		)	—			(120,573		)
Equity in net income of subsidiaries	1,907			—					—			(1,907		)	—
Net income (loss)	$	(106,109	)	$	20,453				$	(18,546	)	$	(1,907	)	$	(106,109	)
Comprehensive income (loss)	$	(75,555	)	$	20,453				$	(22,353	)	$	1,900		$	(75,555	)

Note 20 - Guarantor Subsidiaries - Continued

Condensed Consolidating Balance Sheets

(in thousands)



As of December 31, 2012:	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating / Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
ASSETS
Cash and cash equivalents	$	383,674	$	58,312	$	12,227	$	—		$	454,213
Restricted cash	—		1,066		—		—			1,066
Accounts receivable, net (including intercompany)	—		849,753		197,370		(190,071		)	857,052
Inventories	—		379,448		6,250		—			385,698
Deferred income tax benefits, net-current	—		137,736		—		(1,550		)	136,186
Other current assets	1,765		248,833		14,871		(10,825		)	254,644
Total current assets	385,439		1,675,148		230,718		(202,446		)	2,088,859
Properties and equipment, net	—		276,056		6,604		—			282,660
Goodwill	—		4,219,900		37,059		—			4,256,959
Identifiable intangible assets, net	—		193,852		3,021		—			196,873
Other noncurrent assets	75,336		93,508		11,382		(16,313		)	163,913
Investment in subsidiaries	5,453,702		—		—		(5,453,702		)	—
Total assets	$	5,914,477	$	6,458,464	$	288,784	$	(5,672,461	)	$	6,989,264
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities (including intercompany)	$	60,454	$	587,025	$	35,431	$	(200,896	)	$	482,014
Long-term debt, notes and convertible debentures	2,012,807		17,223		5,000		(5,000		)	2,030,030
Deferred income tax liabilities, net-noncurrent	335,504		559,405		21,301		(1,550		)	914,660
Other noncurrent liabilities	—		68,161		—		(11,313		)	56,848
Stockholders’ equity	3,505,712		5,226,650		227,052		(5,453,702		)	3,505,712
Total liabilities and stockholders’ equity	$	5,914,477	$	6,458,464	$	288,784	$	(5,672,461	)	$	6,989,264



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 (including intercompany)	$	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, net-noncurrent	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

Note 20 - Guarantor Subsidiaries - Continued

Condensed Consolidating Statements of Cash Flows

(in thousands)



	For the year ended December 31,
2012:	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Omnicare, Inc. and Subsidiaries
Cash flows from operating activities:
Net cash flows (used in) / from operating activities	$	(88,461	)	$	636,402		$	(3,457	)	$	544,484
Cash flows from investing activities:
Acquisition of businesses, net of cash received	—			(34,873		)	—			(34,873		)
Divestiture of businesses, net	—			19,207			—			19,207
Capital expenditures	—			(97,579		)	(2,341		)	(99,920		)
Marketable securities	(25,514		)	—			496			(25,018		)
Transfer of cash to trusts for employee health and severance costs, net of payments out of the trusts	—			1,326			—			1,326
Other	—			(56		)	—			(56		)
Net cash flows used in investing activities	(25,514		)	(111,975		)	(1,845		)	(139,334		)
Cash flows from financing activities:
Payments on term loans	(24,688		)	—			—			(24,688		)
Proceeds from long-term borrowings and obligations	425,000			—			—			425,000
Payments on long-term borrowings and obligations	(453,573		)	—			—			(453,573		)
Capped Call transaction	(48,126		)	—			—			(48,126		)
Fees paid for financing activities	(7,566		)	—			—			(7,566		)
Decrease in cash overdraft balance	(12		)	(14,915		)	—			(14,927		)
Payments for Omnicare common stock repurchases	(388,968		)	—			—			(388,968		)
Proceeds for stock awards and exercise of stock options, net of stock tendered in payment	24,951			—			—			24,951
Dividends paid	(45,214		)	—			—			(45,214		)
Other	555,592			(552,986		)	(694		)	1,912
Net cash flows from / (used in) financing activities	37,396			(567,901		)	(694		)	(531,199		)
Net decrease in cash and cash equivalents	(76,579		)	(43,474		)	(5,996		)	(126,049		)
Cash and cash equivalents at beginning of year	460,253			101,786			18,223			580,262
Cash and cash equivalents at end of year	$	383,674		$	58,312		$	12,227		$	454,213

Note 20 - Guarantor Subsidiaries - Continued

Condensed Consolidating Statements of Cash Flows - Continued

(in thousands)



	For the year ended December 31,
2011:	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Omnicare, Inc. and Subsidiaries
Cash flows from operating activities:
Net cash flows (used in) / from operating activities	$	(118,642	)	$	665,702		$	2,962		$	550,022
Cash flows from investing activities:
Acquisition of businesses, net of cash received	—			(101,933		)	—			(101,933		)
Divestiture of businesses, net	—			13,099			—			13,099
Capital expenditures	—			(60,396		)	(2,410		)	(62,806		)
Transfer of cash to trusts for employee health and severance costs, net of payments out of the trusts	—			(275		)	—			(275		)
Other	—			(3,486		)	(10		)	(3,496		)
Net cash flows used in investing activities	—			(152,991		)	(2,420		)	(155,411		)
Cash flows from financing activities:
Payments on term loans	(5,625		)	—			—			(5,625		)
Proceeds from long-term borrowings and obligations	600,000			—			—			600,000
Payments on long-term borrowings and obligations	(777,609		)	—			—			(777,609		)
Fees paid for financing activities	(13,780		)	—			—			(13,780		)
Increase in cash overdraft balance	5,921			5,753			—			11,674
Payments for Omnicare common stock repurchases	(140,127		)	—			—			(140,127		)
Proceeds for stock awards and exercise of stock options, net of stock tendered in payment	30,712			—			—			30,712
Dividends paid	(17,217		)	—			—			(17,217		)
Other	435,842			(434,276		)	1,574			3,140
Net cash flows from / (used in) financing activities	118,117			(428,523		)	1,574			(308,832		)
Net (decrease) increase in cash and cash equivalents	(525		)	84,188			2,116			85,779
Less increase in cash and cash equivalents of discontinued operations	—			—			1			1
(Decrease) increase in cash and cash equivalents of continuing operations	(525		)	84,188			2,115			85,778
Cash and cash equivalents at beginning of year	460,778			17,598			16,108			494,484
Cash and cash equivalents at end of year	$	460,253		$	101,786		$	18,223		$	580,262

Note 20 - Guarantor Subsidiaries - Continued

Condensed Consolidating Statements of Cash Flows - Continued

(in thousands)



	For the year ended December 31,
2010:	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Omnicare, Inc. and Subsidiaries
Cash flows from operating activities:
Net cash flows (used in) / from operating activities	$	(86,774	)	$	443,924		$	11,465		$	368,615
Cash flows from investing activities:
Acquisition of businesses, net of cash received	—			(111,812		)	—			(111,812		)
Divestiture of businesses, net	—			—			—			—
Capital expenditures	—			(22,496		)	(1,021		)	(23,517		)
Transfer of cash to trusts for employee health and severance costs, net of payments out of the trust	—			11,082			—			11,082
Other	—			(1,791		)	(14		)	(1,805		)
Net cash flows used in investing activities	—			(125,017		)	(1,035		)	(126,052		)
Cash flows from financing activities:
Payments on term loans	(125,000		)	—			—			(125,000		)
Proceeds from long-term borrowings and obligations	975,000			—			—			975,000
Payments on long-term borrowings and obligations	(726,533		)	—			—			(726,533		)
Fees paid for financing activities	(33,249		)							(33,249		)
Increase in cash overdraft balance	9,744			8,477			—			18,221
Payments for Omnicare common stock repurchases	(100,942		)	—			—			(100,942		)
Payments for stock awards and exercise of stock options, net of stock tendered in payment	(13,989		)	—			—			(13,989		)
Dividends paid	(12,839		)	—			—			(12,839		)
Other	344,494			(342,826		)	(6,957		)	(5,289		)
Net cash flows from / (used in) financing activities	316,686			(334,349		)	(6,957		)	(24,620		)
Net increase (decrease) in cash and cash equivalents	229,912			(15,442		)	3,473			217,943
Less increase (decrease) in cash and cash equivalents of discontinued operations	—			(838		)	4			(834		)
Increase (decrease) in cash and cash equivalents of continuing operations	229,912			(14,604		)	3,469			218,777
Cash and cash equivalents at beginning of year	230,866			32,202			12,639			275,707
Cash and cash equivalents at end of year	$	460,778		$	17,598		$	16,108		$	494,484

Note 20 - Guarantor Subsidiaries - Continued

The Company’s 3.25% Convertible Debentures due 2035 are fully and unconditionally guaranteed subject to certain customary release provisions on an unsecured basis by Omnicare Purchasing Company, LP, a wholly-owned subsidiary of the Company (the “Guarantor Subsidiary”). The following condensed consolidating financial data illustrates the composition of Omnicare, Inc. (“Parent”), the Guarantor Subsidiary and the Non-Guarantor Subsidiaries as of December 31, 2012 and 2011 for the balance sheets, as well as the statements of comprehensive income and the statements of cash flows for each of the three years in the period ended December 31, 2012. Management believes separate complete financial statements of the Guarantor Subsidiary would not provide information that would be necessary for evaluating the sufficiency of the Guarantor Subsidiary, and thus are not presented. The Guarantor Subsidiary does not have any material net cash flows in the condensed consolidating statements of cash flows. No consolidating/eliminating adjustments column is presented for the condensed consolidating statements of cash flows since there were no significant consolidating/eliminating adjustment amounts during the periods presented.

Note 20 - Guarantor Subsidiaries - Continued

Summary Consolidating Statements of Comprehensive Income

(in thousands)



	For the years ended December 31,
2012:	Parent			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
Net sales	$	—		$	—		$	6,160,388		$	—		$	6,160,388
Cost of sales	—			—			4,676,983			—			4,676,983
Gross profit	—			—			1,483,405			—			1,483,405
Selling, general and administrative expenses	4,816			1,438			813,388			—			819,642
Provision for doubtful accounts	—			—			99,407			—			99,407
Settlement, litigation and other related charges	—			—			49,375			—			49,375
Other charges	35,092			—			32,711			—			67,803
Operating (loss) income	(39,908		)	(1,438		)	488,524			—			447,178
Interest expense, net of investment income	(133,368		)	—			(1,735		)	—			(135,103		)
(Loss) income from continuing operations before income taxes	(173,276		)	(1,438		)	486,789			—			312,075
Income tax (benefit) expense	(66,763		)	(557		)	184,521			—			117,201
(Loss) income from continuing operations	(106,513		)	(881		)	302,268			—			194,874
Loss from discontinued operations	—			—			—			—			—
Equity in net income of subsidiaries	301,387			—			—			(301,387		)	—
Net income (loss)	$	194,874		$	(881	)	$	302,268		$	(301,387	)	$	194,874
Comprehensive income (loss)	$	194,744		$	(881	)	$	303,652		$	(302,771	)	$	194,744
2011:
Net sales	$	—		$	—		$	6,182,922		$	—		$	6,182,922
Cost of sales	—			—			4,805,825			—			4,805,825
Gross profit	—			—			1,377,097			—			1,377,097
Selling, general and administrative expenses	15,579			1,467			756,789			—			773,835
Provision for doubtful accounts	—			—			98,552			—			98,552
Settlement, litigation and other related charges	—			—			55,674			—			55,674
Other charges	—			—			16,093			—			16,093
Operating (loss) income	(15,579		)	(1,467		)	449,989			—			432,943
Interest expense, net of interest income	(158,621		)	—			(1,497		)	—			(160,118		)
(Loss) income from continuing operations before income taxes	(174,200		)	(1,467		)	448,492			—			272,825
Income tax (benefit) expense	(66,753		)	(562		)	178,608			—			111,293
(Loss) income from continuing operations	(107,447		)	(905		)	269,884			—			161,532
Loss from discontinued operations	—			—			(74,608		)	—			(74,608		)
Equity in net income of subsidiaries	194,371			—			—			(194,371		)	—
Net income (loss)	$	86,924		$	(905	)	$	195,276		$	(194,371	)	$	86,924
Comprehensive income (loss)	$	80,952		$	(905	)	$	190,585		$	(189,680	)	$	80,952
2010:
Net sales	$	—		$	—		$	6,030,670		$	—		$	6,030,670
Cost of sales	—			—			4,694,440			—			4,694,440
Gross profit	—			—			1,336,230			—			1,336,230
Selling, general and administrative expenses	9,569			1,403			736,636			—			747,608
Provision for doubtful accounts	—			—			136,630			—			136,630
Settlement, litigation and other related charges	—			—			113,709			—			113,709
Other charges	—			—			149,129			—			149,129
Operating (loss) income	(9,569		)	(1,403		)	200,126			—			189,154
Interest expense, net of investment income	(162,925		)	—			7,279			—			(155,646		)
(Loss) income from continuing operations before income taxes	(172,494		)	(1,403		)	207,405			—			33,508
Income tax (benefit) expense	(64,478		)	(524		)	84,046			—			19,044
(Loss) income from continuing operations	(108,016		)	(879		)	123,359			—			14,464
Loss from discontinued operations	—			—			(120,573		)	—			(120,573		)
Equity in net income of subsidiaries	1,907			—			—			(1,907		)	—
Net income (loss)	$	(106,109	)	$	(879	)	$	2,786		$	(1,907	)	$	(106,109	)
Comprehensive income (loss)	$	(75,555	)	$	(879	)	$	(1,021	)	$	1,900		$	(75,555	)

Note 20 - Guarantor Subsidiaries - Continued

Condensed Consolidating Balance Sheets

(in thousands)



As of December 31, 2012:	Parent		Guarantor Subsidiary		Non-Guarantor Subsidiaries		Consolidating/ Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
ASSETS
Cash and cash equivalents	$	383,674	$	—	$	70,539	$	—		$	454,213
Restricted cash	—		—		1,066		—			1,066
Accounts receivable, net (including intercompany)	—		204		857,052		(204		)	857,052
Inventories	—		—		385,698		—			385,698
Deferred income tax benefits, net-current	—		—		137,736		(1,550		)	136,186
Other current assets	1,765		—		252,879		—			254,644
Total current assets	385,439		204		1,704,970		(1,754		)	2,088,859
Properties and equipment, net	—		22		282,638		—			282,660
Goodwill	—		—		4,256,959		—			4,256,959
Identifiable intangible assets, net	—		—		196,873		—			196,873
Other noncurrent assets	75,336		19		88,558		—			163,913
Investment in subsidiaries	5,453,702		—		—		(5,453,702		)	—
Total assets	$	5,914,477	$	245	$	6,529,998	$	(5,455,456	)	$	6,989,264
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities (including intercompany)	$	60,454	$	54	$	421,710	$	(204	)	$	482,014
Long-term debt, notes and convertible debentures	2,012,807		—		17,223		—			2,030,030
Deferred income tax liabilities, net-noncurrent	335,504		—		580,706		(1,550		)	914,660
Other noncurrent liabilities	—		—		56,848		—			56,848
Stockholders’ equity	3,505,712		191		5,453,511		(5,453,702		)	3,505,712
Total liabilities and stockholders’ equity	$	5,914,477	$	245	$	6,529,998	$	(5,455,456	)	$	6,989,264



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 (including intercompany)	$	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, net-noncurrent	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

Note 20 - Guarantor Subsidiaries - Continued

Condensed Consolidating Statements of Cash Flows

(in thousands)



	For the year ended December 31,
2012:	Parent			Guarantor Subsidiary		Non-Guarantor Subsidiaries			Omnicare, Inc. and Subsidiaries
Cash flows from operating activities:
Net cash flows (used in) / from operating activities	$	(88,461	)	$	—	$	632,945		$	544,484
Cash flows from investing activities:
Acquisition of businesses, net of cash received	—			—		(34,873		)	(34,873		)
Divestitures of businesses, net	—			—		19,207			19,207
Capital expenditures	—			—		(99,920		)	(99,920		)
Marketable securities	(25,514		)	—		496			(25,018		)
Transfer of cash to trusts for employee health and severance costs, net of payments out of the trust	—			—		1,326			1,326
Other	—			—		(56		)	(56		)
Net cash flows used in investing activities	(25,514		)	—		(113,820		)	(139,334		)
Cash flows from financing activities:
Payments on term loans	(24,688		)	—		—			(24,688		)
Proceeds from long-term borrowings and obligations	425,000			—		—			425,000
Payments on long-term borrowings and obligations	(453,573		)	—		—			(453,573		)
Capped Call transaction	(48,126		)	—		—			(48,126		)
Fees paid for financing activities	(7,566		)	—		—			(7,566		)
Decrease in cash overdraft balance	(12		)	—		(14,915		)	(14,927		)
Payments for Omnicare common stock repurchases	(388,968		)	—		—			(388,968		)
Proceeds for stock awards and exercise of stock options, net of stock tendered in payment	24,951			—		—			24,951
Dividends paid	(45,214		)	—		—			(45,214		)
Other	555,592			—		(553,680		)	1,912
Net cash flows from / (used in) financing activities	37,396			—		(568,595		)	(531,199		)
Net decrease in cash and cash equivalents	(76,579		)	—		(49,470		)	(126,049		)
Cash and cash equivalents at beginning of year	460,253			—		120,009			580,262
Cash and cash equivalents at end of year	$	383,674		$	—	$	70,539		$	454,213

Note 20 - Guarantor Subsidiaries - Continued

Condensed Consolidating Statements of Cash Flows

(in thousands)



	For the year ended December 31,
2011:	Parent			Guarantor Subsidiary		Non-Guarantor Subsidiaries			Omnicare, Inc. and Subsidiaries
Cash flows from operating activities:
Net cash flows (used in) / from operating activities	$	(118,642	)	$	—	$	668,664		$	550,022
Cash flows from investing activities:
Acquisition of businesses, net of cash received	—			—		(101,933		)	(101,933		)
Divestitures of businesses, net	—			—		13,099			13,099
Capital expenditures	—			—		(62,806		)	(62,806		)
Transfer of cash to trusts for employee health and severance costs, net of payments out of the trust	—			—		(275		)	(275		)
Other	—			—		(3,496		)	(3,496		)
Net cash flows used in investing activities	—			—		(155,411		)	(155,411		)
Cash flows from financing activities:
Payments on term loans	(5,625		)	—		—			(5,625		)
Proceeds from long-term borrowings and obligations	600,000			—		—			600,000
Payments on long-term borrowings and obligations	(777,609		)	—		—			(777,609		)
Fees paid for financing activities	(13,780		)	—		—			(13,780		)
Increase in cash overdraft balance	5,921			—		5,753			11,674
Payments for Omnicare common stock repurchases	(140,127		)	—		—			(140,127		)
Payments for stock awards and exercise of stock options, net of stock tendered in payment	30,712			—		—			30,712
Dividends paid	(17,217		)	—		—			(17,217		)
Other	435,842					(432,702		)	3,140
Net cash flows from / (used in) financing activities	118,117			—		(426,949		)	(308,832		)
Net (decrease) increase in cash and cash equivalents	(525		)	—		86,304			85,779
Less increase in cash and cash equivalents of discontinued operations	—			—		1			1
(Decrease) increase in cash and cash equivalents of continuing operations	(525		)	—		86,303			85,778
Cash and cash equivalents at beginning of year	460,778			—		33,706			494,484
Cash and cash equivalents at end of year	$	460,253		$	—	$	120,009		$	580,262

Note 20 - Guarantor Subsidiaries - Continued

Condensed Consolidating Statements of Cash Flows

(in thousands)



	For the year ended December 31,
2010:	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Omnicare, Inc. and Subsidiaries
Cash flows from operating activities:
Net cash flows (used in) / from operating activities	$	(86,774	)	$	—	$	455,389		$	368,615
Cash flows from investing activities:
Acquisition of businesses, net of cash received	—			—		(111,812		)	(111,812		)
Divestitures of businesses, net	—			—		—			—
Capital expenditures	—			—		(23,517		)	(23,517		)
Transfer of cash to trusts for employee health and severance costs, net of payments out of the trust	—			—		11,082			11,082
Other	—			—		(1,805		)	(1,805		)
Net cash flows used in investing activities	—			—		(126,052		)	(126,052		)
Cash flows used in financing activities:
Payments on term loans	(125,000		)	—		—			(125,000		)
Proceeds from long-term borrowings and obligations	975,000			—		—			975,000
Payments on long-term borrowings and obligations	(726,533		)	—		—			(726,533		)
Fees paid for financing activities	(33,249		)			—			(33,249		)
Increase in cash overdraft balance	9,744			—		8,477			18,221
Payments for Omnicare common stock repurchases	(100,942		)	—		—			(100,942		)
Payments for stock awards and exercise of stock options, net of stock tendered in payment	(13,989		)	—		—			(13,989		)
Dividends paid	(12,839		)	—		—			(12,839		)
Other	344,494			—		(349,783		)	(5,289		)
Net cash flows from / (used in) financing activities	316,686			—		(341,306		)	(24,620		)
Net increase (decrease) in cash and cash equivalents	229,912			—		(11,969		)	217,943
Less decrease in cash and cash equivalents of discontinued operations	—			—		(834		)	(834		)
Increase (decrease) in cash and cash equivalents of continuing operations	229,912			—		(11,135		)	218,777
Cash and cash equivalents at beginning of year	230,866			—		44,841			275,707
Cash and cash equivalents at end of year	$	460,778		$	—	$	33,706		$	494,484