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

Note 21 - Guarantor Subsidiaries - Continued



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

Note 21 - Guarantor Subsidiaries - Continued

Condensed Consolidating Balance Sheets

(in thousands)



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



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

Note 21 - Guarantor Subsidiaries - Continued

Condensed Consolidating Statements of Cash Flows

(in thousands)



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

Note 21 - Guarantor Subsidiaries - Continued

Condensed Consolidating Statements of Cash Flows - Continued

(in thousands)



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

Note 21 - Guarantor Subsidiaries - Continued

Condensed Consolidating Statements of Cash Flows - Continued

(in thousands)



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

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

Note 21 - Guarantor Subsidiaries - Continued

Summary Consolidating Statements of Comprehensive Income

(in thousands)



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

Note 21 - Guarantor Subsidiaries - Continued

Condensed Consolidating Balance Sheets

(in thousands)



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



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

Note 21 - Guarantor Subsidiaries - Continued

Condensed Consolidating Statements of Cash Flows

(in thousands)



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

Note 21 - Guarantor Subsidiaries - Continued

Condensed Consolidating Statements of Cash Flows

(in thousands)



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

Note 21 - Guarantor Subsidiaries - Continued

Condensed Consolidating Statements of Cash Flows

(in thousands)



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