The 2020 Notes, the 2025 Notes, the 2042 Notes, and the 3.50% Convertible Senior Subordinated Notes, due 2044 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 March 31, 2014 and December 31, 2013 for the balance sheets, as well as the three months ended March 31, 2014 and 2013 for the statements of comprehensive income (loss) and the statements of cash flows. 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 (Loss)

(in thousands)



	For the three months ended March 31,
2014:	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating / Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
Net sales	$	—		$	1,540,006		$	31,032		$	—		$	1,571,038
Cost of sales	—			1,194,399			18,185			—			1,212,584
Gross profit	—			345,607			12,847			—			358,454
Selling, general and administrative expenses	987			182,120			3,706			—			186,813
Provision for doubtful accounts	—			21,047			514			—			21,561
Settlement, litigation and other related charges	—			7,052			—			—			7,052
Other charges	—			10,276			—			—			10,276
Operating income (loss)	(987		)	125,112			8,627			—			132,752
Interest expense, net of investment income	(29,156		)	(285		)	—			—			(29,441		)
Income (loss) before income taxes	(30,143		)	124,827			8,627			—			103,311
Income tax (benefit) expense	(11,671		)	48,004			3,340			—			39,673
Income (loss) from continuing operations	(18,472		)	76,823			5,287			—			63,638
Income (loss) from discontinued operations	—			171			(35		)	—			136
Equity of net income of subsidiaries	82,246			—			—			(82,246		)	—
Net income	$	63,774		$	76,994		$	5,252		$	(82,246	)	$	63,774
Comprehensive income	$	63,997		$	76,994		$	5,252		$	(82,246	)	$	63,997
2013:
Net sales	$	—		$	1,427,130		$	31,815		$	—		$	1,458,945
Cost of sales	—			1,091,162			18,079			—			1,109,241
Gross profit	—			335,968			13,736			—			349,704
Selling, general and administrative expenses	1,006			184,978			4,709			—			190,693
Provision for doubtful accounts	—			23,532			478			—			24,010
Settlement, litigation and other related charges	—			22,619			—			—			22,619
Other charges	—			4,006			—			—			4,006
Operating income (loss)	(1,006		)	100,833			8,549			—			108,376
Interest expense, net of investment income	(28,991		)	(293		)	(178		)	—			(29,462		)
Income (loss) before income taxes	(29,997		)	100,540			8,371			—			78,914
Income tax (benefit) expense	(11,546		)	38,924			3,222			—			30,600
Income (loss) from continuing operations	(18,451		)	61,616			5,149			—			48,314
Income (loss) from discontinued operations	—			6,063			(23		)	—			6,040
Equity of net income of subsidiaries	72,805			—			—			(72,805		)	—
Net income	$	54,354		$	67,679		$	5,126		$	(72,805	)	$	54,354
Comprehensive income	$	54,330		$	67,679		$	5,126		$	(72,805	)	$	54,330

Note 10 - Guarantor Subsidiaries (Continued)

Condensed Consolidating Balance Sheets

(in thousands)



As of March 31, 2014:	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating/Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
ASSETS
Cash and cash equivalents	$	284,410	$	49,777	$	12,800	$	—		$	346,987
Accounts receivable, net (including intercompany)	—		752,924		336,511		(333,815		)	755,620
Inventories	—		435,847		6,787		—			442,634
Deferred income tax benefits, net-current	—		126,717		21		—			126,738
Other current assets	1,407		250,744		24,962		—			277,113
Current assets of discontinued operations	—		46,537		122		—			46,659
Total current assets	285,817		1,662,546		381,203		(333,815		)	1,995,751
Properties and equipment, net	—		313,016		4,840		—			317,856
Goodwill	—		4,028,651		28,805		—			4,057,456
Identifiable intangible assets, net	—		120,093		1,964		—			122,057
Other noncurrent assets	42,079		53,855		65		—			95,999
Noncurrent assets of discontinued operations	—		85,028		31		—			85,059
Investment in subsidiaries	5,059,898		—		—		(5,059,898		)	—
Total assets	$	5,387,794	$	6,263,189	$	416,908	$	(5,393,713	)	$	6,674,178
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities (including intercompany)	$	37,402	$	852,060	$	28,745	$	(333,815	)	$	584,392
Current portion of long term debt	528,475		—		—		—			528,475
Current liabilities of discontinued operations	—		17,404		3		—			17,407
Long-term debt, notes and convertible debentures	1,405,876		11,615		—		—			1,417,491
Deferred income tax liabilities	368,532		640,955		13,928		—			1,023,415
Other noncurrent liabilities	—		52,960		1,689		—			54,649
Noncurrent liabilities of discontinued operations	—		840		—		—			840
Convertible debt	329,425		—		—		—			329,425
Stockholders' equity	2,718,084		4,687,355		372,543		(5,059,898		)	2,718,084
Total liabilities and stockholders' equity	$	5,387,794	$	6,263,189	$	416,908	$	(5,393,713	)	$	6,674,178
As of December 31, 2013:
ASSETS
Cash and cash equivalents	$	275,910	$	68,050	$	12,041	$	—		$	356,001
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		242,166		21,381		—			265,536
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
Noncurrent assets of discontinued operations	—		87,047		31		—			87,078
Investment in subsidiaries	5,131,280		—		—		(5,131,280		)	—
Total assets	$	5,451,004	$	6,293,318	$	392,226	$	(5,444,702	)	$	6,691,846
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities (including intercompany)	$	83,028	$	793,461	$	23,986	$	(313,368	)	$	587,107
Current portion of long term debt	527,204		—		—		—			527,204
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	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

Note 10 - Guarantor Subsidiaries (Continued)

Condensed Consolidating Statements of Cash Flows

(in thousands)



	Three months ended March 31,
2014:	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Omnicare, Inc. and Subsidiaries
Cash flows from operating activities:
Net cash flows (used in) from operating activities	$	(1,854	)	$	178,130		$	1,222		$	177,498
Cash flows from investing activities:
Divestiture of businesses, net	—			3,629			—			3,629
Capital expenditures	—			(25,702		)	(463		)	(26,165		)
Other	—			(284		)	—			(284		)
Net cash flows (used in) investing activities	—			(22,357		)	(463		)	(22,820		)
Cash flows from financing activities:
Payments on terms loans	(5,313		)	—			—			(5,313		)
Payments on long-term borrowings and obligations	(39,030		)	—			—			(39,030		)
Decrease in cash overdraft balance	(2,611		)	(926		)	—			(3,537		)
Payments for Omnicare common stock repurchase	(95,417		)	—			—			(95,417		)
Dividends paid	(19,596		)	—			—			(19,596		)
Other	172,321			(167,504		)	—			4,817
Net cash flows from (used in) financing activities	10,354			(168,430		)	—			(158,076		)
Net increase (decrease) in cash and cash equivalents	8,500			(12,657		)	759			(3,398		)
Increase (decrease) from discontinued operations	—			5,616			—			5,616
Net increase (decrease) from continuing operations	8,500			(18,273		)	759			(9,014		)
Cash and cash equivalents at beginning of period	275,910			68,050			12,041			356,001
Cash and cash equivalents at end of period	$	284,410		$	49,777		$	12,800		$	346,987
2013:
Cash flows from operating activities:
Net cash flows (used in) from operating activities	$	(3,365	)	$	114,407		$	(2,147	)	$	108,895
Cash flows from investing activities:
Capital expenditures	—			(22,099		)	(316		)	(22,415		)
Other	(227		)	367			—			140
Net cash flows used in investing activities	(227		)	(21,732		)	(316		)	(22,275		)
Cash flows from financing activities:
Payments on term loans	(5,313		)	—			—			(5,313		)
Payments on long-term borrowings and obligations	(1,684		)	—			—			(1,684		)
Increase (decrease) in cash overdraft balance	(10,900		)	1,126			—			(9,774		)
Payments for Omnicare common stock repurchases	(302		)	—			—			(302		)
Dividends paid	(14,479		)	—			—			(14,479		)
Other	89,860			(89,323		)	—			537
Net cash flows from (used in) financing activities	57,182			(88,197		)	—			(31,015		)
Net increase (decrease) in cash and cash equivalents	53,590			4,478			(2,463		)	55,605
Increase (decrease) from discontinued operations	—			1,717			—			1,717
Net increase (decrease) from continuing operations	53,590			2,761			(2,463		)	53,888
Cash and cash equivalents at beginning of period	383,674			49,108			11,838			444,620
Cash and cash equivalents at end of period	$	437,264		$	51,869		$	9,375		$	498,508

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 March 31, 2014 and December 31, 2013 for the balance sheets, as well as the three months ended March 31, 2014 and 2013 for the statements of comprehensive income (loss) and the statements of cash flows. 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 (Loss)

(in thousands)



	For the three months ended March 31,
2014:	Parent			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Consolidating / Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
Net sales	$	—		$	—		$	1,571,038		$	—		$	1,571,038
Cost of sales	—			—			1,212,584			—			1,212,584
Gross profit	—			—			358,454			—			358,454
Selling, general and administrative expenses	987			436			185,390			—			186,813
Provision for doubtful accounts	—			—			21,561			—			21,561
Settlement, litigation and other related charges	—			—			7,052			—			7,052
Other charges	—			—			10,276			—			10,276
Operating income (loss)	(987		)	(436		)	134,175			—			132,752
Interest expense, net of investment income	(29,156		)	—			(285		)	—			(29,441		)
Income (loss) before income taxes	(30,143		)	(436		)	133,890			—			103,311
Income tax (benefit) expense	(11,671		)	(169		)	51,513			—			39,673
Income (loss) from continuing operations	(18,472		)	(267		)	82,377			—			63,638
Income from discontinued operations	—			—			136			—			136
Equity of net income of subsidiaries	82,246			—			—			(82,246		)	—
Net income (loss)	$	63,774		$	(267	)	$	82,513		$	(82,246	)	$	63,774
Comprehensive income (loss)	$	63,997		$	(267	)	$	82,513		$	(82,246	)	$	63,997
2013:
Net sales	$	—		$	—		$	1,458,945		$	—		$	1,458,945
Cost of sales	—			—			1,109,241			—			1,109,241
Gross profit	—			—			349,704			—			349,704
Selling, general and administrative expenses	1,006			399			189,288			—			190,693
Provision for doubtful accounts	—			—			24,010			—			24,010
Settlement, litigation and other related charges	—			—			22,619			—			22,619
Other charges	—			—			4,006			—			4,006
Operating income (loss)	(1,006		)	(399		)	109,781			—			108,376
Interest expense, net of investment income	(28,991		)	—			(471		)	—			(29,462		)
Income (loss) before income taxes	(29,997		)	(399		)	109,310			—			78,914
Income tax (benefit) expense	(11,546		)	(154		)	42,300			—			30,600
Income (loss) from continuing operations	(18,451		)	(245		)	67,010			—			48,314
Income from discontinued operations	—			—			6,040			—			6,040
Equity of net income of subsidiaries	72,805			—			—			(72,805		)	—
Net income (loss)	$	54,354		$	(245	)	$	73,050		$	(72,805	)	$	54,354
Comprehensive income (loss)	$	54,330		$	(245	)	$	73,050		$	(72,805	)	$	54,330

Note 10 - Guarantor Subsidiaries (Continued)

Condensed Consolidating Balance Sheets

(in thousands)



As of March 31, 2014:	Parent		Guarantor Subsidiary		Non-Guarantor Subsidiaries		Consolidating/Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
ASSETS
Cash and cash equivalents	$	284,410	$	—	$	62,577	$	—		$	346,987
Accounts receivable, net (including intercompany)	—		188		755,620		(188		)	755,620
Inventories	—		—		442,634		—			442,634
Deferred income tax benefits, net-current	—		—		126,738		—			126,738
Other current assets	1,407		—		275,706		—			277,113
Current assets of discontinued operations	—		—		46,659		—			46,659
Total current assets	285,817		188		1,709,934		(188		)	1,995,751
Properties and equipment, net	—		17		317,839		—			317,856
Goodwill	—		—		4,057,456		—			4,057,456
Identifiable intangible assets, net	—		—		122,057		—			122,057
Other noncurrent assets	42,079		19		53,901		—			95,999
Noncurrent assets of discontinued operations	—		—		85,059		—			85,059
Investment in subsidiaries	5,059,898		—		—		(5,059,898		)	—
Total assets	$	5,387,794	$	224	$	6,346,246	$	(5,060,086	)	$	6,674,178
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities (including intercompany)	$	37,402	$	—	$	547,178	$	(188	)	$	584,392
Current portion of long term debt	528,475		—		—		—			528,475
Current liabilities of discontinued operations	—		—		17,407		—			17,407
Long-term debt, notes and convertible debentures	1,405,876		—		11,615		—			1,417,491
Deferred income tax liabilities	368,532		—		654,883		—			1,023,415
Other noncurrent liabilities	—		—		54,649		—			54,649
Noncurrent liabilities of discontinued operations	—		—		840		—			840
Convertible debt	329,425		—		—		—			329,425
Stockholders' equity	2,718,084		224		5,059,674		(5,059,898		)	2,718,084
Total liabilities and stockholders' equity	$	5,387,794	$	224	$	6,346,246	$	(5,060,086	)	$	6,674,178
As of December 31, 2013:
ASSETS
Cash and cash equivalents	$	275,910	$	—	$	80,091	$	—		$	356,001
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		—		263,547		—			265,536
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
Noncurrent assets of discontinued operations	—		—		87,078		—			87,078
Investment in subsidiaries	5,131,280		—		—		(5,131,280		)	—
Total assets	$	5,451,004	$	248	$	6,372,084	$	(5,131,490	)	$	6,691,846
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities (including intercompany)	$	83,028	$	—	$	504,289	$	(210	)	$	587,107
Current portion of long term debt	527,204		—		—		—			527,204
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	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

Note 10 - Guarantor Subsidiaries (Continued)

Condensed Consolidating Statements of Cash Flows - Unaudited

(in thousands)



	Three months ended March 31,
2014:	Parent			Guarantor Subsidiary		Non-Guarantor Subsidiaries			Omnicare, Inc. and Subsidiaries
Cash flows from operating activities:
Net cash flows (used in) from operating activities	$	(1,854	)	$	—	$	179,352		$	177,498
Cash flows from investing activities:
Disposition of businesses	—			—		3,629			3,629
Capital expenditures	—			—		(26,165		)	(26,165		)
Other	—			—		(284		)	(284		)
Net cash flows used in investing activities	—			—		(22,820		)	(22,820		)
Cash flows from financing activities:
Payments on terms loans	(5,313		)	—		—			(5,313		)
Payments on long-term borrowings and obligations	(39,030		)	—		—			(39,030		)
Decrease in cash overdraft balance	(2,611		)	—		(926		)	(3,537		)
Payments for Omnicare common stock repurchase	(95,417		)	—		—			(95,417		)
Dividends paid	(19,596		)	—		—			(19,596		)
Other	172,321			—		(167,504		)	4,817
Net cash flows from (used in) financing activities	10,354			—		(168,430		)	(158,076		)
Net increase in cash and cash equivalents	8,500			—		(11,898		)	(3,398		)
Less increase in cash and cash equivalents of discontinued operations	—			—		5,616			5,616
Increase (decrease) in cash and cash equivalents of continuing operations	8,500			—		(17,514		)	(9,014		)
Cash and cash equivalents at beginning of period	275,910			—		80,091			356,001
Cash and cash equivalents at end of period	$	284,410		$	—	$	62,577		$	346,987
2013:
Cash flows from operating activities:
Net cash flows (used in) from operating activities	$	(3,365	)	$	—	$	112,260		$	108,895
Cash flows from investing activities:
Capital expenditures	—			—		(22,415		)	(22,415		)
Other	(227		)	—		367			140
Net cash flows used in investing activities	(227		)	—		(22,048		)	(22,275		)
Cash flows from financing activities:
Payments on term loans	(5,313		)	—		—			(5,313		)
Payments on long-term borrowings and obligations	(1,684		)	—		—			(1,684		)
Increase (decrease) in cash overdraft balance	(10,900		)	—		1,126			(9,774		)
Payments for Omnicare common stock repurchases	(302		)	—		—			(302		)
Dividends paid	(14,479		)	—		—			(14,479		)
Other	89,860			—		(89,323		)	537
Net cash flows from (used in) financing activities	57,182			—		(88,197		)	(31,015		)
Net increase (decrease) in cash and cash equivalents	53,590			—		2,015			55,605
Less increase in cash and cash equivalents of discontinued operations	—			—		1,717			1,717
Increase in cash and cash equivalents of continuing operations	53,590			—		298			53,888
Cash and cash equivalents at beginning of period	383,674			—		60,946			444,620
Cash and cash equivalents at end of period	$	437,264		$	—	$	61,244		$	498,508