The Company’s 2022 Notes, 2024 Notes, 2025 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 100% 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, 2014 and 2013 for the balance sheets, as well as the statements of comprehensive income (loss) and the statements of cash flows for each of the three years in the period ended December 31, 2014. Separate complete financial statements of the Guarantor Subsidiaries are not presented as management believes they would not provide information that is necessary for evaluating the sufficiency of the Guarantor 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.

Note 21 - Guarantor Subsidiaries - Continued



Summary Consolidating Statements of Comprehensive Income (Loss)
(in thousands)
	For the years ended December 31,
2014:	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating / Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
Net sales	$	—		$	6,292,921		$	124,694		$	—		$	6,417,615
Cost of sales	—			4,921,700			77,371			—			4,999,071
Gross profit	—			1,371,221			47,323			—			1,418,544
Selling, general and administrative expenses	4,484			701,145			19,071			—			724,700
Provision for doubtful accounts	—			82,807			1,653			—			84,460
Settlement, litigation and other related charges	—			42,818			—			—			42,818
Other charges	56,696			82,557			—			—			139,253
Operating (loss) income	(61,180		)	461,894			26,599			—			427,313
Interest expense, net of investment income	(116,185		)	(13,762		)	—			—			(129,947		)
(Loss) income from continuing operations before income taxes	(177,365		)	448,132			26,599			—			297,366
Income tax (benefit) expense	(70,059		)	172,706			10,507			—			113,154
(Loss) income from continuing operations	(107,306		)	275,426			16,092			—			184,212
Loss from discontinued operations	—			(1,243		)	(38,442		)	—			(39,685		)
Equity in net income of subsidiaries	251,833			—			—			(251,833		)	—
Net income (loss)	$	144,527		$	274,183		$	(22,350	)	$	(251,833	)	$	144,527
Comprehensive income (loss)	$	144,243		$	274,183		$	(22,350	)	$	(251,833	)	$	144,243
2013:
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	51,497			41,034			7,271			—			99,802
Operating (loss) income	(56,299		)	329,454			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	(178,703		)	328,352			24,335			—			173,984
Income tax (benefit) expense	(68,729		)	145,665			12,156			—			89,092
(Loss) income from continuing operations	(109,974		)	182,687			12,179			—			84,892
Loss from discontinued operations	—			(6,064		)	(122,260		)	—			(128,324		)
Equity in net income of subsidiaries	66,542			—			—			(66,542		)	—
Net (loss) income	$	(43,432	)	$	176,623		$	(110,081	)	$	(66,542	)	$	(43,432	)
Comprehensive (loss) income	$	(43,153	)	$	176,623		$	(110,081	)	$	(66,542	)	$	(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
(Loss) income from continuing operations	(106,513		)	258,256			20,200			—			171,943
Income from discontinued operations	—			84			22,847			—			22,931
Equity in net income of subsidiaries	301,387			—			—			(301,387		)	—
Net income (loss)	$	194,874		$	258,340		$	43,047		$	(301,387	)	$	194,874
Comprehensive income	$	194,744		$	258,340		$	44,431		$	(302,771	)	$	194,744

Note 21 - Guarantor Subsidiaries - Continued

Condensed Consolidating Balance Sheets

(in thousands)



As of December 31, 2014:	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating / Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
ASSETS
Cash and cash equivalents	$	113,072	$	26,865	$	13,862	$	—		$	153,799
Accounts receivable, net (including intercompany)	—		576,151		100,046		(97,436		)	578,761
Inventories	—		511,840		7,744		—			519,584
Deferred income tax benefits, net-current	—		58,988		432		(220		)	59,200
Other current assets	2,287		256,106		29,167		—			287,560
Total current assets	115,359		1,429,950		151,251		(97,656		)	1,598,904
Properties and equipment, net	—		262,689		5,064		—			267,753
Goodwill	—		4,033,001		28,805		—			4,061,806
Identifiable intangible assets, net	—		97,613		1,329		—			98,942
Other noncurrent assets	21,717		58,629		39		—			80,385
Investment in subsidiaries	4,931,821		—		—		(4,931,821		)	—
Total assets	$	5,068,897	$	5,881,882	$	186,488	$	(5,029,477	)	$	6,107,790
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities (including intercompany)	$	27,725	$	459,808	$	30,817	$	(97,436	)	$	420,914
Current portion of long-term debt	446,717		—		—		—			446,717
Current liabilities of discontinued operations	—		—		—		—			—
Long-term debt, notes and convertible debentures	1,510,212		7,347		—		—			1,517,559
Deferred income tax liabilities, net-noncurrent	343,816		592,651		—		(220		)	936,247
Other noncurrent liabilities	—		44,228		1,698		—			45,926
Convertible debt	151,706		—		—		—			151,706
Stockholders’ equity	2,588,721		4,777,848		153,973		(4,931,821		)	2,588,721
Total liabilities and stockholders’ equity	$	5,068,897	$	5,881,882	$	186,488	$	(5,029,477	)	$	6,107,790



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
Investment in subsidiaries	5,131,280		—		—		(5,131,280		)	—
Noncurrent assets of discontinued operations	—		3,762		83,316		—			87,078
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, 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	—		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 21 - Guarantor Subsidiaries - Continued

Condensed Consolidating Statements of Cash Flows

(in thousands)



	For the year ended December 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	$	(187,357	)	$	678,855		$	1,092		$	492,590
Cash flows from investing activities:
Acquisition of businesses, net of cash received	—			(1,613		)	—			(1,613		)
Divestiture of businesses, net	—			71,194			—			71,194
Capital expenditures	—			(81,836		)	(695		)	(82,531		)
Marketable securities	—			25,377			—			25,377
Other	—			(863		)	—			(863		)
Net cash flows from (used in) investing activities	—			12,259			(695		)	11,564
Cash flows from financing activities:
Payments on term loans	(20,938		)	—			—			(20,938		)
Proceeds from long-term borrowings and obligations	717,500			—			—			717,500
Payments on long-term borrowings and obligations	(1,067,707		)	—			—			(1,067,707		)
Fees paid for financing activities	(8,913		)	—			—			(8,913		)
Decrease in cash overdraft balance	(3,047		)	(13,313		)	—			(16,360		)
Payments for Omnicare common stock repurchases	(235,438		)	—			—			(235,438		)
Proceeds for stock awards and exercise of stock options, net of stock tendered in payment	(2,251		)	—			—			(2,251		)
Dividends paid	(80,298		)	—			—			(80,298		)
Other	725,611			(717,562		)	—			8,049
Net cash flows from (used in) financing activities	24,519			(730,875		)	—			(706,356		)
Net (decrease) increase in cash and cash equivalents	(162,838		)	(39,761		)	397			(202,202		)
Less increase (decrease) in cash and cash equivalents of discontinued operations	—			1,424			(1,424		)	—
(Decrease) increase in cash and cash equivalents of continuing operations	(162,838		)	(41,185		)	1,821			(202,202		)
Cash and cash equivalents at beginning of year	275,910			68,050			12,041			356,001
Cash and cash equivalents at end of year	$	113,072		$	26,865		$	13,862		$	153,799

Note 21 - Guarantor Subsidiaries - Continued

Condensed Consolidating Statements of Cash Flows - Continued

(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	)	$	500,180		$	(16,522	)	$	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		)
Other	(227		)	2,108			(1,827		)	54
Net cash flows (used in) from investing activities	(227		)	(94,468		)	7,132			(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		)
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		)	18,942			(9,390		)	(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	)	$	626,615		$	6,330		$	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		)
Other	—			1,162			(2,888		)	(1,726		)
Net cash flows (used in) investing activities	(25,514		)	(109,031		)	(4,789		)	(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		)	(50,317		)	847			(126,049		)
Less increase in cash and cash equivalents of discontinued operations	—			16			6,843			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

The Company’s Initial 2035 Debentures and Exchange 2035 Debentures 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 financial data illustrates the composition of Omnicare, Inc. (“Parent”), the Guarantor Subsidiary and the non-guarantor subsidiaries as of December 31, 2014 and 2013 for the balance sheets, as well as the statements of comprehensive income (loss) and the statements of cash flows for each of the three years in the period ended December 31, 2014. Separate complete financial statements of the Guarantor Subsidiary are not presented as management believes they would not provide information that is necessary for evaluating the sufficiency of the Guarantor Subsidiary. 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 (Loss)

(in thousands)



	For the years ended December 31,
2014:	Parent			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
Net sales	$	—		$	—		$	6,417,615		$	—		$	6,417,615
Cost of sales	—			—			4,999,071			—			4,999,071
Gross profit	—			—			1,418,544			—			1,418,544
Selling, general and administrative expenses	4,484			1,724			718,492			—			724,700
Provision for doubtful accounts	—			—			84,460			—			84,460
Settlement, litigation and other related charges	—			—			42,818			—			42,818
Other charges	56,696			—			82,557			—			139,253
Operating income (loss)	(61,180		)	(1,724		)	490,217			—			427,313
Interest expense, net of investment income	(116,185		)	—			(13,762		)	—			(129,947		)
(Loss) income from continuing operations before income taxes	(177,365		)	(1,724		)	476,455			—			297,366
Income tax (benefit) expense	(70,059		)	(681		)	183,894			—			113,154
(Loss) income from continuing operations	(107,306		)	(1,043		)	292,561			—			184,212
Loss from discontinued operations	—			—			(39,685		)	—			(39,685		)
Equity in net income of subsidiaries	251,833			—			—			(251,833		)	—
Net income (loss)	$	144,527		$	(1,043	)	$	252,876		$	(251,833	)	$	144,527
Comprehensive income (loss)	$	144,243		$	(1,043	)	$	252,876		$	(251,833	)	$	144,243
2013:
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	51,497			—			48,305			—			99,802
Operating (loss) income	(56,299		)	(1,732		)	355,885			—			297,854
Interest expense, net of investment income	(122,404		)	—			(1,466		)	—			(123,870		)
(Loss) income from continuing operations before income taxes	(178,703		)	(1,732		)	354,419			—			173,984
Income tax (benefit) expense	(68,729		)	(666		)	158,487			—			89,092
(Loss) income from continuing operations	(109,974		)	(1,066		)	195,932			—			84,892
Loss from discontinued operations	—			—			(128,324		)	—			(128,324		)
Equity in net income of subsidiaries	66,542			—			—			(66,542		)	—
Net (loss) income	$	(43,432	)	$	(1,066	)	$	67,608		$	(66,542	)	$	(43,432	)
Comprehensive (loss) income	$	(43,153	)	$	(1,066	)	$	67,608		$	(66,542	)	$	(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

Note 21 - Guarantor Subsidiaries - Continued

Condensed Consolidating Balance Sheets

(in thousands)



As of December 31, 2014:	Parent		Guarantor Subsidiary		Non-Guarantor Subsidiaries		Consolidating/ Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
ASSETS
Cash and cash equivalents	$	113,072	$	—	$	40,727	$	—		$	153,799
Accounts receivable, net (including intercompany)	—		203		578,761		(203		)	578,761
Inventories	—		—		519,584		—			519,584
Deferred income tax benefits, net-current	—		—		59,200		—			59,200
Other current assets	2,287		—		285,273		—			287,560
Total current assets	115,359		203		1,483,545		(203		)	1,598,904
Properties and equipment, net	—		12		267,741		—			267,753
Goodwill	—		—		4,061,806		—			4,061,806
Identifiable intangible assets, net	—		—		98,942		—			98,942
Other noncurrent assets	21,717		19		58,649		—			80,385
Investment in subsidiaries	4,931,821		—		—		(4,931,821		)	—
Total assets	$	5,068,897	$	234	$	5,970,683	$	(4,932,024	)	$	6,107,790
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities (including intercompany)	$	27,725	$	—	$	393,392	$	(203	)	$	420,914
Current portion of long-term debt	446,717		—		—		—			446,717
Current liabilities of discontinued operations	—		—		—		—			—
Long-term debt, notes and convertible debentures	1,510,212		—		7,347		—			1,517,559
Deferred income tax liabilities, net-noncurrent	343,816		—		592,431		—			936,247
Other noncurrent liabilities	—		—		45,926		—			45,926
Convertible debt	151,706		—		—		—			151,706
Stockholders’ equity	2,588,721		234		4,931,587		(4,931,821		)	2,588,721
Total liabilities and stockholders’ equity	$	5,068,897	$	234	$	5,970,683	$	(4,932,024	)	$	6,107,790



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
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)	$	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, 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

Note 21 - Guarantor Subsidiaries - Continued

Condensed Consolidating Statements of Cash Flows

(in thousands)



	For the year ended December 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	$	(187,357	)	$	—	$	679,947		$	492,590
Cash flows from investing activities:
Acquisition of businesses, net of cash received	—			—		(1,613		)	(1,613		)
Divestitures of businesses, net	—			—		71,194			71,194
Capital expenditures	—			—		(82,531		)	(82,531		)
Marketable securities	—			—		25,377			25,377
Other	—			—		(863		)	(863		)
Net cash flows from investing activities	—			—		11,564			11,564
Cash flows from financing activities:
Payments on term loans	(20,938		)	—		—			(20,938		)
Proceeds from long-term borrowings and obligations	717,500			—		—			717,500
Payments on long-term borrowings and obligations	(1,067,707		)	—		—			(1,067,707		)
Fees paid for financing activities	(8,913		)	—		—			(8,913		)
Decrease in cash overdraft balance	(3,047		)	—		(13,313		)	(16,360		)
Payments for Omnicare common stock repurchases	(235,438		)	—		—			(235,438		)
Proceeds for stock awards and exercise of stock options, net of stock tendered in payment	(2,251		)	—		—			(2,251		)
Dividends paid	(80,298		)	—		—			(80,298		)
Other	725,611			—		(717,562		)	8,049
Net cash flows from (used in) financing activities	24,519			—		(730,875		)	(706,356		)
Net decrease in cash and cash equivalents	(162,838		)	—		(39,364		)	(202,202		)
Less decrease in cash and cash equivalents of discontinued operations	—			—		—			—
Decrease in cash and cash equivalents of continuing operations	(162,838		)	—		(39,364		)	(202,202		)
Cash and cash equivalents at beginning of year	275,910			—		80,091			356,001
Cash and cash equivalents at end of year	$	113,072		$	—	$	40,727		$	153,799

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	)	$	—	$	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		)
Other	(227		)	—		281			54
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		)
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		)	—		9,552			(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 Subsidiaries		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		)
Other	—			—		(1,726		)	(1,726		)
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		)
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