The 2020 Notes, the 2025 Notes, the 2042 Notes, and the Company’s 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 100% 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, 2014 and December 31, 2013 for the balance sheets, as well as the three and nine months ended September 30, 2014 and 2013 for the statements of comprehensive income (loss) and the statements of cash flows. In connection with the sale of Hospice in the third quarter of 2014, the results of the Hospice operations have been reclassified as Non-Guarantor Subsidiaries for all periods presented (see “Note 3 - Discontinued Operations” for additional details on the sale of Hospice). 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 September 30,
2014:	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating / Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
Net sales	$	—		$	1,576,811		$	31,244		$	—		$	1,608,055
Cost of sales	—			1,236,644			19,951			—			1,256,595
Gross profit	—			340,167			11,293			—			351,460
Selling, general and administrative expenses	1,053			172,857			5,030			—			178,940
Provision for doubtful accounts	—			19,570			341			—			19,911
Settlement, litigation and other related charges	—			12,868			—			—			12,868
Other charges	—			3,999			—			—			3,999
Operating income (loss)	(1,053		)	130,873			5,922			—			135,742
Interest expense, net of investment income	(28,456		)	(261		)	—			—			(28,717		)
Income (loss) before income taxes	(29,509		)	130,612			5,922			—			107,025
Income tax (benefit) expense	(11,503		)	48,139			2,312			—			38,948
Income (loss) from continuing operations	(18,006		)	82,473			3,610			—			68,077
Loss from discontinued operations	—			(526		)	(2,720		)	—			(3,246		)
Equity of net income of subsidiaries	82,837			—			—			(82,837		)	—
Net income	$	64,831		$	81,947		$	890		$	(82,837	)	$	64,831
Comprehensive income	$	65,170		$	81,947		$	890		$	(82,837	)	$	65,170
2013:
Net sales	$	—		$	1,485,545		$	29,623		$	—		$	1,515,168
Cost of sales	—			1,146,140			17,057			—			1,163,197
Gross profit	—			339,405			12,566			—			351,971
Selling, general and administrative expenses	1,504			176,970			4,194			—			182,668
Provision for doubtful accounts	—			24,487			476			—			24,963
Settlement, litigation and other related charges	—			143,484			—			—			143,484
Other charges	—			54,361			7,271			—			61,632
Operating income (loss)	(1,504		)	(59,897		)	625			—			(60,776		)
Interest expense, net of investment income	(34,583		)	(344		)	2			—			(34,925		)
Income (loss) before income taxes	(36,087		)	(60,241		)	627			—			(95,701		)
Income tax (benefit) expense	(14,190		)	(15,270		)	3,110			—			(26,350		)
Income (loss) from continuing operations	(21,897		)	(44,971		)	(2,483		)	—			(69,351		)
Income (loss) from discontinued operations	—			(2,100		)	5,142			—			3,042
Equity of net income of subsidiaries	(44,412		)	—			—			44,412			—
Net loss	$	(66,309	)	$	(47,071	)	$	2,659		$	44,412		$	(66,309	)
Comprehensive loss	$	(66,305	)	$	(47,071	)	$	2,659		$	44,412		$	(66,305	)

Note 9 - Guarantor Subsidiaries (Continued)

Summary Consolidating

Statements of Comprehensive Income (Loss)

(in thousands)



	For the nine months ended September 30,
2014:	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating / Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
Net sales	$	—		$	4,697,025		$	92,652		$	—		$	4,789,677
Cost of sales	—			3,669,163			56,370			—			3,725,533
Gross profit	—			1,027,862			36,282			—			1,064,144
Selling, general and administrative expenses	3,481			531,899			14,436			—			549,816
Provision for doubtful accounts	—			61,202			1,360			—			62,562
Settlement, litigation and other related charges	—			27,467			—			—			27,467
Other charges	—			25,559			—			—			25,559
Operating income (loss)	(3,481		)	381,735			20,486			—			398,740
Interest expense, net of investment income	(86,676		)	(1,462		)	—			—			(88,138		)
Income (loss) before income taxes	(90,157		)	380,273			20,486			—			310,602
Income tax (benefit) expense	(34,846		)	144,569			7,918			—			117,641
Income (loss) from continuing operations	(55,311		)	235,704			12,568			—			192,961
Loss from discontinued operations	—			(1,245		)	(41,140		)	—			(42,385		)
Equity of net income of subsidiaries	205,887			—			—			(205,887		)	—
Net income	$	150,576		$	234,459		$	(28,572	)	$	(205,887	)	$	150,576
Comprehensive income	$	151,182		$	234,459		$	(28,572	)	$	(205,887	)	$	151,182
2013:
Net sales	$	—		$	4,383,420		$	93,809		$	—		$	4,477,229
Cost of sales	—			3,362,356			53,683			—			3,416,039
Gross profit	—			1,021,064			40,126			—			1,061,190
Selling, general and administrative expenses	3,696			547,264			14,316			—			565,276
Provision for doubtful accounts	—			73,671			1,442			—			75,113
Settlement, litigation and other related charges	—			169,615			—			—			169,615
Other charges	—			89,635			7,271			—			96,906
Operating income (loss)	(3,696		)	140,879			17,097			—			154,280
Interest expense, net of investment income	(92,757		)	(890		)	(364		)	—			(94,011		)
Income (loss) before income taxes	(96,453		)	139,989			16,733			—			60,269
Income tax (benefit) expense	(37,395		)	62,093			9,306			—			34,004
Income (loss) from continuing operations	(59,058		)	77,896			7,427			—			26,265
Income (loss) from discontinued operations	—			(9,115		)	23,114			—			13,999
Equity of net income of subsidiaries	99,322			—			—			(99,322		)	—
Net income	$	40,264		$	68,781		$	30,541		$	(99,322	)	$	40,264
Comprehensive loss	$	40,170		$	68,781		$	30,541		$	(99,322	)	$	40,170

Note 9 - Guarantor Subsidiaries (Continued)

Condensed Consolidating Balance Sheets

(in thousands)



As of September 30, 2014:	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating/Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
ASSETS
Cash and cash equivalents	$	248,786	$	26,183	$	11,974	$	—		$	286,943
Accounts receivable, net (including intercompany)	—		648,877		94,673		(92,326		)	651,224
Inventories	—		486,761		7,802		—			494,563
Deferred income tax benefits, net-current	—		56,135		374		(425		)	56,084
Other current assets	30,506		257,138		27,521		—			315,165
Current assets of discontinued operations	—		—		—		—			—
Total current assets	279,292		1,475,094		142,344		(92,751		)	1,803,979
Properties and equipment, net	—		325,405		5,196		—			330,601
Goodwill	—		4,031,878		28,805		—			4,060,683
Identifiable intangible assets, net	—		104,884		1,541		—			106,425
Other noncurrent assets	38,039		57,571		39		—			95,649
Noncurrent assets of discontinued operations	—		—		—		—			—
Investment in subsidiaries	4,952,869		—		—		(4,952,869		)	—
Total assets	$	5,270,200	$	5,994,832	$	177,925	$	(5,045,620	)	$	6,397,337
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities (including intercompany)	$	30,230	$	472,964	$	32,138	$	(92,326	)	$	443,006
Current portion of long-term debt	495,713		—		—		—			495,713
Current liabilities of discontinued operations	—		—		—		—			—
Long-term debt, notes and convertible debentures	1,402,712		8,758		—		—			1,411,470
Deferred income tax liabilities	377,955		645,327		—		(425		)	1,022,857
Other noncurrent liabilities	—		58,891		1,810		—			60,701
Noncurrent liabilities of discontinued operations	—		—		—		—			—
Convertible debt	308,787		—		—		—			308,787
Stockholders’ equity	2,654,803		4,808,892		143,977		(4,952,869		)	2,654,803
Total liabilities and stockholders’ equity	$	5,270,200	$	5,994,832	$	177,925	$	(5,045,620	)	$	6,397,337
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	—		12,305		37,690		—			49,995
Total current assets	277,899		1,656,965		393,286		(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	—		3,762		83,316		—			87,078
Investment in subsidiaries	5,131,280		—		—		(5,131,280		)	—
Total assets	$	5,451,004	$	6,173,210	$	512,334	$	(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	—		1,894		16,952		—			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	—		176		1,222		—			1,398
Convertible debt	331,101		—		—		—			331,101
Stockholders’ equity	2,740,803		4,676,776		454,504		(5,131,280		)	2,740,803
Total liabilities and stockholders’ equity	$	5,451,004	$	6,173,210	$	512,334	$	(5,444,702	)	$	6,691,846

Note 9 - Guarantor Subsidiaries (Continued)

Condensed Consolidating Statements of Cash Flows

(in thousands)



	For the nine months ended September 30,
2014:	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Omnicare, Inc. and Subsidiaries
Cash flows from operating activities:
Net cash flows (used in) from operating activities	$	(68,865	)	$	425,119		$	(837	)	$	355,417
Cash flows from investing activities:
Divestiture of businesses, net	—			71,194			—			71,194
Capital expenditures	—			(67,217		)	(654		)	(67,871		)
Other	—			(881		)	—			(881		)
Net cash flows from (used in) investing activities	—			3,096			(654		)	2,442
Cash flows from financing activities:
Payments on terms loans	(15,938		)	—			—			(15,938		)
Payments on long-term borrowings and obligations	(176,983		)	—			—			(176,983		)
Decrease in cash overdraft balance	(10,036		)	(9,750		)	—			(19,786		)
Payments for Omnicare common stock repurchase	(160,438		)	—			—			(160,438		)
Dividends paid	(58,419		)	—			—			(58,419		)
Other	463,555			(458,908		)	—			4,647
Net cash flows from (used in) financing activities	41,741			(468,658		)	—			(426,917		)
Net increase (decrease) in cash and cash equivalents	(27,124		)	(40,443		)	(1,491		)	(69,058		)
Increase (decrease) from discontinued operations	—			1,424			(1,424		)	—
Net increase (decrease) from continuing operations	(27,124		)	(41,867		)	(67		)	(69,058		)
Cash and cash equivalents at beginning of period	275,910			68,050			12,041			356,001
Cash and cash equivalents at end of period	$	248,786		$	26,183		$	11,974		$	286,943
2013:
Cash flows from operating activities:
Net cash flows (used in) from operating activities	$	(42,519	)	$	507,984		$	(10,800	)	$	454,665
Cash flows from investing activities:
Acquisition of businesses, net of cash received	—			(3,798		)	—			(3,798		)
Divestiture of business, net	—			675			10,408			11,083
Capital expenditures	—			(71,984		)	(1,295		)	(73,279		)
Other	(227		)	(180		)	—			(407		)
Net cash flows used in investing activities	(227		)	(75,287		)	9,113			(66,401		)
Cash flows from financing activities:
Payments on term loans	(15,938		)	—			—			(15,938		)
Payments on long-term borrowings and obligations	(190,403		)	—			—			(190,403		)
Fees paid for financing activities	(4,851		)	—			—			(4,851		)
Decrease in cash overdraft balance	(10,232		)	(1,258		)	—			(11,490		)
Payments for Omnicare common stock repurchases	(91,259		)	—			—			(91,259		)
Dividends paid	(43,011		)	—			—			(43,011		)
Other	442,769			(422,607		)	—			20,162
Net cash flows from (used in) financing activities	87,075			(423,865		)	—			(336,790		)
Net increase in cash and cash equivalents	44,329			8,832			(1,687		)	51,474
Decrease from discontinued operations	—			—			(2,169		)	(2,169		)
Net increase (decrease) from continuing operations	44,329			8,832			482			53,643
Cash and cash equivalents at beginning of period	383,674			49,108			11,838			444,620
Cash and cash equivalents at end of period	$	428,003		$	57,940		$	12,320		$	498,263

Note 9 - 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 100% 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, 2014 and December 31, 2013 for the balance sheets, as well as the three and nine months ended September 30, 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 September 30,
2014:	Parent			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Consolidating / Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
Net sales	$	—		$	—		$	1,608,055		$	—		$	1,608,055
Cost of sales	—			—			1,256,595			—			1,256,595
Gross profit	—			—			351,460			—			351,460
Selling, general and administrative expenses	1,053			430			177,457			—			178,940
Provision for doubtful accounts	—			—			19,911			—			19,911
Settlement, litigation and other related charges	—			—			12,868			—			12,868
Other charges	—			—			3,999			—			3,999
Operating income (loss)	(1,053		)	(430		)	137,225			—			135,742
Interest expense, net of investment income	(28,456		)	—			(261		)	—			(28,717		)
Income (loss) before income taxes	(29,509		)	(430		)	136,964			—			107,025
Income tax (benefit) expense	(11,503		)	(168		)	50,619			—			38,948
Income (loss) from continuing operations	(18,006		)	(262		)	86,345			—			68,077
Loss from discontinued operations	—			—			(3,246		)	—			(3,246		)
Equity of net income of subsidiaries	82,837			—			—			(82,837		)	—
Net income (loss)	$	64,831		$	(262	)	$	83,099		$	(82,837	)	$	64,831
Comprehensive income (loss)	$	65,170		$	(262	)	$	83,099		$	(82,837	)	$	65,170
2013:
Net sales	$	—		$	—		$	1,515,168		$	—		$	1,515,168
Cost of sales	—			—			1,163,197			—			1,163,197
Gross profit	—			—			351,971			—			351,971
Selling, general and administrative expenses	1,504			417			180,747			—			182,668
Provision for doubtful accounts	—			—			24,963			—			24,963
Settlement, litigation and other related charges	—			—			143,484			—			143,484
Other charges	—			—			61,632			—			61,632
Operating loss	(1,504		)	(417		)	(58,855		)	—			(60,776		)
Interest expense, net of investment income	(34,583		)	—			(342		)	—			(34,925		)
Loss before income taxes	(36,087		)	(417		)	(59,197		)	—			(95,701		)
Income tax benefit	(14,190		)	(164		)	(11,996		)	—			(26,350		)
Loss from continuing operations	(21,897		)	(253		)	(47,201		)	—			(69,351		)
Income from discontinued operations	—			—			3,042			—			3,042
Equity of net income of subsidiaries	(44,412		)	—			—			44,412			—
Net income (loss)	$	(66,309	)	$	(253	)	$	(44,159	)	$	44,412		$	(66,309	)
Comprehensive income (loss)	$	(66,305	)	$	(253	)	$	(44,159	)	$	44,412		$	(66,305	)

Note 9 - Guarantor Subsidiaries (Continued)

Summary Consolidating

Statements of Comprehensive Income (Loss)

(in thousands)



	For the nine months ended September 30,
2014:	Parent			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Consolidating / Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
Net sales	$	—		$	—		$	4,789,677		$	—		$	4,789,677
Cost of sales	—			—			3,725,533			—			3,725,533
Gross profit	—			—			1,064,144			—			1,064,144
Selling, general and administrative expenses	3,481			1,309			545,026			—			549,816
Provision for doubtful accounts	—			—			62,562			—			62,562
Settlement, litigation and other related charges	—			—			27,467			—			27,467
Other charges	—			—			25,559			—			25,559
Operating income (loss)	(3,481		)	(1,309		)	403,530			—			398,740
Interest expense, net of investment income	(86,676		)	—			(1,462		)	—			(88,138		)
Income (loss) before income taxes	(90,157		)	(1,309		)	402,068			—			310,602
Income tax (benefit) expense	(34,846		)	(506		)	152,993			—			117,641
Income (loss) from continuing operations	(55,311		)	(803		)	249,075			—			192,961
Loss from discontinued operations	—			—			(42,385		)	—			(42,385		)
Equity of net income of subsidiaries	205,887			—			—			(205,887		)	—
Net income (loss)	$	150,576		$	(803	)	$	206,690		$	(205,887	)	$	150,576
Comprehensive income (loss)	$	151,182		$	(803	)	$	206,690		$	(205,887	)	$	151,182
2013:
Net sales	$	—		$	—		$	4,477,229		$	—		$	4,477,229
Cost of sales	—			—			3,416,039			—			3,416,039
Gross profit	—			—			1,061,190			—			1,061,190
Selling, general and administrative expenses	3,696			1,233			560,347			—			565,276
Provision for doubtful accounts	—			—			75,113			—			75,113
Settlement, litigation and other related charges	—			—			169,615			—			169,615
Other charges	—			—			96,906			—			96,906
Operating income (loss)	(3,696		)	(1,233		)	159,209			—			154,280
Interest expense, net of investment income	(92,757		)	—			(1,254		)	—			(94,011		)
Income (loss) before income taxes	(96,453		)	(1,233		)	157,955			—			60,269
Income tax (benefit) expense	(37,395		)	(478		)	71,877			—			34,004
Income (loss) from continuing operations	(59,058		)	(755		)	86,078			—			26,265
Income from discontinued operations	—			—			13,999			—			13,999
Equity of net income of subsidiaries	99,322			—			—			(99,322		)	—
Net income (loss)	$	40,264		$	(755	)	$	100,077		$	(99,322	)	$	40,264
Comprehensive income (loss)	$	40,170		$	(755	)	$	100,077		$	(99,322	)	$	40,170

Note 9 - Guarantor Subsidiaries (Continued)

Condensed Consolidating Balance Sheets

(in thousands)



As of September 30, 2014:	Parent		Guarantor Subsidiary		Non-Guarantor Subsidiaries		Consolidating/Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
ASSETS
Cash and cash equivalents	$	248,786	$	—	$	38,157	$	—		$	286,943
Accounts receivable, net (including intercompany)	—		192		651,224		(192		)	651,224
Inventories	—		—		494,563		—			494,563
Deferred income tax benefits, net-current	—		—		56,084		—			56,084
Other current assets	30,506		—		284,659		—			315,165
Current assets of discontinued operations	—		—		—		—			—
Total current assets	279,292		192		1,524,687		(192		)	1,803,979
Properties and equipment, net	—		13		330,588		—			330,601
Goodwill	—		—		4,060,683		—			4,060,683
Identifiable intangible assets, net	—		—		106,425		—			106,425
Other noncurrent assets	38,039		19		57,591		—			95,649
Noncurrent assets of discontinued operations	—		—		—		—			—
Investment in subsidiaries	4,952,869		—		—		(4,952,869		)	—
Total assets	$	5,270,200	$	224	$	6,079,974	$	(4,953,061	)	$	6,397,337
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities (including intercompany)	$	30,230	$	—	$	412,968	$	(192	)	$	443,006
Current portion of long-term debt	495,713		—		—		—			495,713
Current liabilities of discontinued operations	—		—		—		—			—
Long-term debt, notes and convertible debentures	1,402,712		—		8,758		—			1,411,470
Deferred income tax liabilities	377,955		—		644,902		—			1,022,857
Other noncurrent liabilities	—		—		60,701		—			60,701
Noncurrent liabilities of discontinued operations	—		—		—		—			—
Convertible debt	308,787		—		—		—			308,787
Stockholders’ equity	2,654,803		224		4,952,645		(4,952,869		)	2,654,803
Total liabilities and stockholders’ equity	$	5,270,200	$	224	$	6,079,974	$	(4,953,061	)	$	6,397,337
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 9 - Guarantor Subsidiaries (Continued)

Condensed Consolidating Statements of Cash Flows - Unaudited

(in thousands)



	For the nine months ended September 30,
2014:	Parent			Guarantor Subsidiary		Non-Guarantor Subsidiaries			Omnicare, Inc. and Subsidiaries
Cash flows from operating activities:
Net cash flows (used in) from operating activities	$	(68,865	)	$	—	$	424,282		$	355,417
Cash flows from investing activities:
Disposition of businesses	—			—		71,194			71,194
Capital expenditures	—			—		(67,871		)	(67,871		)
Other	—			—		(881		)	(881		)
Net cash flows from investing activities	—			—		2,442			2,442
Cash flows from financing activities:
Payments on terms loans	(15,938		)	—		—			(15,938		)
Payments on long-term borrowings and obligations	(176,983		)	—		—			(176,983		)
Decrease in cash overdraft balance	(10,036		)	—		(9,750		)	(19,786		)
Payments for Omnicare common stock repurchase	(160,438		)	—		—			(160,438		)
Dividends paid	(58,419		)	—		—			(58,419		)
Other	463,555			—		(458,908		)	4,647
Net cash flows from (used in) financing activities	41,741			—		(468,658		)	(426,917		)
Net increase (decrease) in cash and cash equivalents	(27,124		)	—		(41,934		)	(69,058		)
Less increase in cash and cash equivalents of discontinued operations	—			—		—			—
Increase (decrease) in cash and cash equivalents of continuing operations	(27,124		)	—		(41,934		)	(69,058		)
Cash and cash equivalents at beginning of period	275,910			—		80,091			356,001
Cash and cash equivalents at end of period	$	248,786		$	—	$	38,157		$	286,943
2013:
Cash flows from operating activities:
Net cash flows (used in) from operating activities	$	(42,519	)	$	—	$	497,184		$	454,665
Cash flows from investing activities:
Acquisition of businesses, net of cash received	—			—		(3,798		)	(3,798		)
Divestiture of business, net	—			—		11,083			11,083
Capital expenditures	—			—		(73,279		)	(73,279		)
Other	(227		)	—		(180		)	(407		)
Net cash flows used in investing activities	(227		)	—		(66,174		)	(66,401		)
Cash flows from financing activities:
Payments on term loans	(15,938		)	—		—			(15,938		)
Payments on long-term borrowings and obligations	(190,403		)	—		—			(190,403		)
Fees paid for financing activities	(4,851		)	—		—			(4,851		)
Decrease in cash overdraft balance	(10,232		)	—		(1,258		)	(11,490		)
Payments for Omnicare common stock repurchases	(91,259		)	—		—			(91,259		)
Dividends paid	(43,011		)	—		—			(43,011		)
Other	442,769			—		(422,607		)	20,162
Net cash flows from (used in) financing activities	87,075			—		(423,865		)	(336,790		)
Net increase in cash and cash equivalents	44,329			—		7,145			51,474
Less decrease in cash and cash equivalents of discontinued operations	—			—		(2,169		)	(2,169		)
Increase (decrease) in cash and cash equivalents of continuing operations	44,329			—		9,314			53,643
Cash and cash equivalents at beginning of period	383,674			—		60,946			444,620
Cash and cash equivalents at end of period	$	428,003		$	—	$	70,260		$	498,263