The Company’s 7.75% Senior Subordinated Notes due 2020 and the 3.75% Convertible Notes due 2025 are fully and unconditionally guaranteed subject to certain customary release provisions on an unsecured, joint and several basis by certain wholly-owned subsidiaries of the Company (the “Guarantor Subsidiaries”). The following condensed consolidating financial data illustrates the composition of Omnicare, Inc. (“Parent”), the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries as of December 31, 2011 and 2010 for the balance sheets, as well as the statements of income and the statements of cash flows for each of the three years in the period ended December 31, 2011. 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 Income
(in thousands)	For the years ended December 31,
2011:	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating / Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
Net sales	$	—		$	6,057,114		$	125,808		$	—		$	6,182,922
Cost of sales	—			4,720,920			84,905			—			4,805,825
Gross profit	—			1,336,194			40,903			—			1,377,097
Selling, general and administrative expenses	15,579			746,579			11,677			—			773,835
Provision for doubtful accounts	—			96,623			1,929			—			98,552
Settlement, litigation and other related charges	—			55,674			—			—			55,674
Other miscellaneous charges	—			16,093			—			—			16,093
Operating (loss) income	(15,579		)	421,225			27,297			—			432,943
Investment income	695			(113		)	—			—			582
Interest expense, including amortization of discount on convertible notes	(159,316		)	(1,378		)	(6		)	—			(160,700		)
(Loss) income from continuing operations before income taxes	(174,200		)	419,734			27,291			—			272,825
Income tax (benefit) expense	(66,753		)	167,588			10,458			—			111,293
(Loss) income from continuing operations	(107,447		)	252,146			16,833			—			161,532
Loss from discontinued operations	—			(71,425		)	(3,183		)	—			(74,608		)
Equity in net income of subsidiaries	194,371			—			—			(194,371		)	—
Net income (loss)	$	86,924		$	180,721		$	13,650		$	(194,371	)	$	86,924
2010:
Net sales	$	—		$	5,891,219		$	139,451		$	—		$	6,030,670
Cost of sales	—			4,590,118			104,322			—			4,694,440
Gross profit	—			1,301,101			35,129			—			1,336,230
Selling, general and administrative expenses	9,569			722,789			15,250			—			747,608
Provision for doubtful accounts	—			134,391			2,239			—			136,630
Settlement, litigation and other related charges	—			113,709			—			—			113,709
Other miscellaneous charges	—			149,129			—			—			149,129
Operating (loss) income	(9,569		)	181,083			17,640			—			189,154
Investment income	939			8,671			—			—			9,610
Interest expense, including amortization of discount on convertible notes	(163,864		)	(1,392		)	—			—			(165,256		)
(Loss) income from continuing operations before income taxes	(172,494		)	188,362			17,640			—			33,508
Income tax (benefit) expense	(64,478		)	82,225			1,297			—			19,044
(Loss) income from continuing operations	(108,016		)	106,137			16,343			—			14,464
Loss from discontinued operations	—			(85,684		)	(34,889		)	—			(120,573		)
Equity in net income of subsidiaries	1,907			—			—			(1,907		)	—
Net income (loss)	$	(106,109	)	$	20,453		$	(18,546	)	$	(1,907	)	$	(106,109	)
2009:
Net sales	$	—		$	5,871,171		$	129,882		$	—		$	6,001,053
Cost of sales	—			4,459,310			107,527			—			4,566,837
Gross profit	—			1,411,861			22,355			—			1,434,216
Selling, general and administrative expenses	14,875			743,728			7,569			—			766,172
Provision for doubtful accounts	—			90,636			1,859			—			92,495
Settlement, litigation and other related charges	—			77,449			—			—			77,449
Other miscellaneous charges	—			28,349			—			—			28,349
Operating (loss) income	(14,875		)	471,699			12,927			—			469,751
Investment income	886			8,784			—			—			9,670
Interest expense, including amortization of discount on convertible notes	(146,841		)	(1,029		)	—			—			(147,870		)
(Loss) income from continuing operations before income taxes	(160,830		)	479,454			12,927			—			331,551
Income tax (benefit) expense	(61,324		)	154,158			4,022			—			96,856
(Loss) income from continuing operations	(99,506		)	325,296			8,905			—			234,695
Loss from discontinued operations	—			(12,279		)	(10,493		)	—			(22,772		)
Equity in net income of subsidiaries	311,429			—			—			(311,429		)	—
Net income (loss)	$	211,923		$	313,017		$	(1,588	)	$	(311,429	)	$	211,923

Note 21 – Guarantor Subsidiaries - Continued

Condensed Consolidating Balance Sheets

(in thousands)



As of December 31, 2011:	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating / Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
ASSETS
Cash and cash equivalents	$	460,253	$	101,786	$	18,223	$	—		$	580,262
Restricted cash	—		2,336		—		—			2,336
Accounts receivable, net (including intercompany)	—		920,829		119,614		(109,129		)	931,314
Inventories	—		412,081		7,297		—			419,378
Deferred income tax benefits, net-current	—		156,139		—		(2,695		)	153,444
Other current assets	3,865		192,470		13,064		—			209,399
Current assets - discontinued operations	—		609		629		—			1,238
Total current assets	464,118		1,786,250		158,827		(111,824		)	2,297,371
Properties and equipment, net	—		220,066		5,191		—			225,257
Goodwill	—		4,168,035		79,251		—			4,247,286
Identifiable intangible assets, net	—		232,344		6,219		—			238,563
Other noncurrent assets	77,485		100,652		6,423		—			184,560
Noncurrent assets - discontinued operations	—		73		—		—			73
Investment in subsidiaries	5,593,155		—		—		(5,593,155		)	—
Total assets	$	6,134,758	$	6,507,420	$	255,911	$	(5,704,979	)	$	7,193,110
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities (including intercompany)	$	59,596	$	562,343	$	19,157	$	(109,129	)	$	531,967
Current liabilities - discontinued operations	—		7,280		820		—			8,100
Long-term debt, notes and convertible debentures	1,957,167		11,107		—		—			1,968,274
Deferred income tax liabilities, net-noncurrent	322,559		500,242		18,751		(2,695		)	838,857
Other noncurrent liabilities	—		50,476		—		—			50,476
Stockholders’ equity	3,795,436		5,375,972		217,183		(5,593,155		)	3,795,436
Total liabilities and stockholders’ equity	$	6,134,758	$	6,507,420	$	255,911	$	(5,704,979	)	$	7,193,110



As of December 31, 2010:
ASSETS
Cash and cash equivalents	$	460,778	$	17,598	$	16,108	$	—		$	494,484
Restricted cash	—		2,019		—		—			2,019
Accounts receivable, net (including intercompany)	—		997,585		25,085		(10,847		)	1,011,823
Inventories	—		411,256		7,709		—			418,965
Deferred income tax benefits, net-current	—		145,886		5,198		(440		)	150,644
Other current assets	538		319,268		12,801		—			332,607
Current assets - discontinued operations	—		41,366		5,888		—			47,254
Total current assets	461,316		1,934,978		72,789		(11,287		)	2,457,796
Properties and equipment, net	—		200,442		4,275		—			204,717
Goodwill	—		4,102,830		80,098		—			4,182,928
Identifiable intangible assets, net	—		250,843		8,966		—			259,809
Other noncurrent assets	47,695		108,938		308		—			156,941
Noncurrent assets - discontinued operations	—		40,952		8,377		—			49,329
Investment in subsidiaries	5,766,316		—		—		(5,766,316		)	—
Total assets	$	6,275,327	$	6,638,983	$	174,813	$	(5,777,603	)	$	7,311,520
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities (including intercompany)	$	36,203	$	485,040	$	20,718	$	(10,847	)	$	531,114
Current liabilities - discontinued operations	—		11,645		10,716		—			22,361
Long-term debt, notes and convertible debentures	2,096,333		10,425		—		—			2,106,758
Deferred income tax liabilities, net-noncurrent	319,740		438,979		13,590		(440		)	771,869
Other noncurrent liabilities	4,290		56,367		—		—			60,657
Stockholders’ equity	3,818,761		5,636,527		129,789		(5,766,316		)	3,818,761
Total liabilities and stockholders’ equity	$	6,275,327	$	6,638,983	$	174,813	$	(5,777,603	)	$	7,311,520

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	)	$	665,702		$	2,962		$	550,022
Cash flows from investing activities:
Acquisition of businesses, net of cash received	—			(101,933		)	—			(101,933		)
Divestiture of businesses, net	—			13,099			—			13,099
Capital expenditures	—			(60,396		)	(2,410		)	(62,806		)
Transfer of cash to trusts for employee health and severance costs, net of payments out of the trusts	—			(275		)	—			(275		)
Other	—			(3,486		)	(10		)	(3,496		)
Net cash flows used in investing activities	—			(152,991		)	(2,420		)	(155,411		)
Cash flows from financing activities:
Payments on term loans	(5,625		)	—			—			(5,625		)
Proceeds from long-term borrowings and obligations	600,000			—			—			600,000
Payments on long-term borrowings and obligations	(777,609		)	—			—			(777,609		)
Fees paid for financing activities	(13,780		)	—			—			(13,780		)
Increase in cash overdraft balance	5,921			5,753			—			11,674
Payments for Omnicare common stock repurchases	(140,127		)	—			—			(140,127		)
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			(434,276		)	1,574			3,140
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	—			—			1			1
Increase (decrease) in cash and cash equivalents of continuing operations	(525		)	84,188			2,115			85,778
Cash and cash equivalents at beginning of year	460,778			17,598			16,108			494,484
Cash and cash equivalents at end of year	$	460,253		$	101,786		$	18,223		$	580,262

Note 21 – Guarantor Subsidiaries - Continued

Condensed Consolidating Statements of Cash Flows - Continued

(in thousands)



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

Note 21 – Guarantor Subsidiaries - Continued

Condensed Consolidating Statements of Cash Flows - Continued

(in thousands)



	For the year ended December 31,
2009:	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Omnicare, Inc. and Subsidiaries
Cash flows from operating activities:
Net cash flows (used in) / from operating activities	$	(64,390	)	$	553,249		$	(5,065	)	$	483,794
Cash flows from investing activities:
Acquisition of businesses, net of cash received	—			(92,889		)	—			(92,889		)
Capital expenditures	—			(28,412		)	(819		)	(29,231		)
Transfer of cash to trusts for employee health and severance costs, net of payments out of the trust	—			(10,547		)	—			(10,547		)
Other	—			(12,170		)	—			(12,170		)
Net cash flows used in investing activities	—			(144,018		)	(819		)	(144,837		)
Cash flows from financing activities:
Payments on term loans	(275,000		)	—			—			(275,000		)
Payments proceeds on long-term borrowings and obligations	(1,592		)	—			—			(1,592		)
(Decrease) increase in cash overdraft balance	(819		)	182			—			(637		)
Proceeds for stock awards and exercise of stock options, net of stock tendered in payment	9,666			—			—			9,666
Dividends paid	(10,733		)	—			—			(10,733		)
Other	422,771			(418,483		)	(3,499		)	789
Net cash flows from / (used in) financing activities	144,293			(418,301		)	(3,499		)	(277,507		)
Net increase (decrease) in cash and cash equivalents	79,903			(9,070		)	(9,383		)	61,450
Less increase (decrease) in cash and cash equivalents of discontinued operations	—			412			(3		)	409
Increase (decrease) in cash and cash equivalents of continuing operations	79,903			(9,482		)	(9,380		)	61,041
Cash and cash equivalents at beginning of year	150,963			41,684			22,019			214,666
Cash and cash equivalents at end of year	$	230,866		$	32,202		$	12,639		$	275,707

Note 21 – Guarantor Subsidiaries - Continued

The Company’s 3.25% Convertible Debentures due 2035 are fully and unconditionally guaranteed subject to certain customary release provisions on an unsecured basis by Omnicare Purchasing Company, LP, a wholly-owned subsidiary of the Company (the “Guarantor Subsidiary”). The following condensed consolidating financial data illustrates the composition of Omnicare, Inc. (“Parent”), the Guarantor Subsidiary and the Non-Guarantor Subsidiaries as of December 31, 2011 and 2010 for the balance sheets, as well as the statements of income and the statements of cash flows for each of the three years in the period ended December 31, 2011. 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 Income

(in thousands)



	For the years ended December 31,
2011:	Parent			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Consolidating/ Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
Net sales	$	—		$	—		$	6,182,922		$	—		$	6,182,922
Cost of sales	—			—			4,805,825			—			4,805,825
Gross profit	—			—			1,377,097			—			1,377,097
Selling, general and administrative expenses	15,579			1,467			756,789			—			773,835
Provision for doubtful accounts	—			—			98,552			—			98,552
Settlement, litigation and other related charges	—			—			55,674			—			55,674
Other miscellaneous charges	—			—			16,093			—			16,093
Operating (loss) income	(15,579		)	(1,467		)	449,989			—			432,943
Investment income	695			—			(113		)	—			582
Interest expense, including amortization of discount on convertible notes	(159,316		)	—			(1,384		)	—			(160,700		)
(Loss) income from continuing operations before income taxes	(174,200		)	(1,467		)	448,492			—			272,825
Income tax (benefit) expense	(66,753		)	(562		)	178,608			—			111,293
(Loss) income from continuing operations	(107,447		)	(905		)	269,884			—			161,532
Loss from discontinued operations	—			—			(74,608		)	—			(74,608		)
Equity in net income of subsidiaries	194,371			—			—			(194,371		)	—
Net income (loss)	$	86,924		$	(905	)	$	195,276		$	(194,371	)	$	86,924
2010:
Net sales	$	—		$	—		$	6,030,670		$	—		$	6,030,670
Cost of sales	—			—			4,694,440			—			4,694,440
Gross profit	—			—			1,336,230			—			1,336,230
Selling, general and administrative expenses	9,569			1,403			736,636			—			747,608
Provision for doubtful accounts	—			—			136,630			—			136,630
Settlement, litigation and other related charges	—			—			113,709			—			113,709
Other miscellaneous charges	—			—			149,129			—			149,129
Operating (loss) income	(9,569		)	(1,403		)	200,126			—			189,154
Investment income	939			—			8,671			—			9,610
Interest expense, including amortization of discount on convertible notes	(163,864		)	—			(1,392		)	—			(165,256		)
(Loss) income from continuing operations before income taxes	(172,494		)	(1,403		)	207,405			—			33,508
Income tax (benefit) expense	(64,478		)	(524		)	84,046			—			19,044
(Loss) income from continuing operations	(108,016		)	(879		)	123,359			—			14,464
Loss from discontinued operations	—			—			(120,573		)	—			(120,573		)
Equity in net income of subsidiaries	1,907			—			—			(1,907		)	—
Net income (loss)	$	(106,109	)	$	(879	)	$	2,786		$	(1,907	)	$	(106,109	)
2009:
Net sales	$	—		$	—		$	6,001,053		$	—		$	6,001,053
Cost of sales	—			—			4,566,837			—			4,566,837
Gross profit	—			—			1,434,216			—			1,434,216
Selling, general and administrative expenses	14,875			1,425			749,872			—			766,172
Provision for doubtful accounts	—			—			92,495			—			92,495
Settlement, litigation and other related charges	—			—			77,449			—			77,449
Other miscellaneous charges	—			—			28,349			—			28,349
Operating (loss) income	(14,875		)	(1,425		)	486,051			—			469,751
Investment income	886			—			8,784			—			9,670
Interest expense, including amortization of discount on convertible notes	(146,841		)	—			(1,029		)	—			(147,870		)
(Loss) income from continuing operations before income taxes	(160,830		)	(1,425		)	493,806			—			331,551
Income tax (benefit) expense	(61,324		)	(543		)	158,723			—			96,856
(Loss) income from continuing operations	(99,506		)	(882		)	335,083			—			234,695
Loss from discontinued operations	—			—			(22,772		)	—			(22,772		)
Equity in net income of subsidiaries	311,429			—			—			(311,429		)	—
Net income (loss)	$	211,923		$	(882	)	$	312,311		$	(311,429	)	$	211,923

Note 21 – Guarantor Subsidiaries - Continued

Condensed Consolidating Balance Sheets

(in thousands)



As of December 31, 2011:	Parent		Guarantor Subsidiary		Non-Guarantor Subsidiaries		Consolidating/ Eliminating Adjustments			Omnicare, Inc. and Subsidiaries
ASSETS
Cash and cash equivalents	$	460,253	$	—	$	120,009	$	—		$	580,262
Restricted cash	—		—		2,336		—			2,336
Accounts receivable, net (including intercompany)	—		177		931,314		(177		)	931,314
Inventories	—		—		419,378		—			419,378
Deferred income tax benefits, net-current	—		—		153,989		(545		)	153,444
Other current assets	3,865		—		205,534		—			209,399
Current assets - discontinued operations	—		—		1,238		—			1,238
Total current assets	464,118		177		1,833,798		(722		)	2,297,371
Properties and equipment, net	—		17		225,240		—			225,257
Goodwill	—		19		4,247,267		—			4,247,286
Identifiable intangible assets, net	—		—		238,563		—			238,563
Other noncurrent assets	77,485		—		107,075		—			184,560
Noncurrent assets - discontinued operations	—		—		73		—			73
Investment in subsidiaries	5,593,155		—		—		(5,593,155		)	—
Total assets	$	6,134,758	$	213	$	6,652,016	$	(5,593,877	)	$	7,193,110
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities (including intercompany)	$	59,596	$	82	$	472,466	$	(177	)	$	531,967
Current liabilities - discontinued operations	—		—		8,100		—			8,100
Long-term debt, notes and convertible debentures	1,957,167		—		11,107		—			1,968,274
Deferred income tax liabilities, net-noncurrent	322,559		—		516,843		(545		)	838,857
Other noncurrent liabilities	—		—		50,476		—			50,476
Stockholders’ equity	3,795,436		131		5,593,024		(5,593,155		)	3,795,436
Total liabilities and stockholders’ equity	$	6,134,758	$	213	$	6,652,016	$	(5,593,877	)	$	7,193,110



As of December 31, 2010:
ASSETS
Cash and cash equivalents	$	460,778	$	—	$	33,706	$	—		$	494,484
Restricted cash	—		—		2,019		—			2,019
Accounts receivable, net (including intercompany)	—		68		1,011,755		—			1,011,823
Inventories	—		—		418,965		—			418,965
Deferred income tax benefits, net-current	—		—		151,084		(440		)	150,644
Other current assets	538		—		332,069		—			332,607
Current assets - discontinued operations	—		—		47,254		—			47,254
Total current assets	461,316		68		1,996,852		(440		)	2,457,796
Properties and equipment, net	—		16		204,701		—			204,717
Goodwill	—		19		4,182,909		—			4,182,928
Identifiable intangible assets, net	—		—		259,809		—			259,809
Other noncurrent assets	47,695		—		109,246		—			156,941
Noncurrent assets - discontinued operations	—		—		49,329		—			49,329
Investment in subsidiaries	5,766,316		—		—		(5,766,316		)	—
Total assets	$	6,275,327	$	103	$	6,802,846	$	(5,766,756	)	$	7,311,520
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities (including intercompany)	$	36,203	$	—	$	494,911	$	—		$	531,114
Current liabilities - discontinued operations	—		—		22,361		—			22,361
Long-term debt, notes and convertible debentures	2,096,333		—		10,425		—			2,106,758
Deferred income tax liabilities, net-noncurrent	319,740		—		452,569		(440		)	771,869
Other noncurrent liabilities	4,290		—		56,367		—			60,657
Stockholders’ equity	3,818,761		103		5,766,213		(5,766,316		)	3,818,761
Total liabilities and stockholders’ equity	$	6,275,327	$	103	$	6,802,846	$	(5,766,756	)	$	7,311,520

Note 21 – Guarantor Subsidiaries - Continued

Condensed Consolidating Statements of Cash Flows

(in thousands)



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

Note 21 – Guarantor Subsidiaries - Continued

Condensed Consolidating Statements of Cash Flows

(in thousands)



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

Note 21 – Guarantor Subsidiaries - Continued

Condensed Consolidating Statements of Cash Flows

(in thousands)



	For the year ended December 31,
2009:	Parent			Guarantor Subsidiary		Non-Guarantor Subsidiaries			Omnicare, Inc. and Subsidiaries
Cash flows from operating activities:
Net cash flows from / (used in) operating activities	$	(64,390	)	$	—	$	548,184		$	483,794
Cash flows from investing activities:
Acquisition of businesses, net of cash received	—			—		(92,889		)	(92,889		)
Capital expenditures	—			—		(29,231		)	(29,231		)
Transfer of cash to trusts for employee health and severance costs, net of payments out of the trust	—			—		(10,547		)	(10,547		)
Other	—			—		(12,170		)	(12,170		)
Net cash flows used in investing activities	—			—		(144,837		)	(144,837		)
Cash flows from financing activities:
Payments on term loans	(275,000		)	—		—			(275,000		)
Payments on long-term borrowings and obligations	(1,592		)	—		—			(1,592		)
(Decrease) increase in cash overdraft balance	(819		)	—		182			(637		)
Proceeds for stock awards and exercise of stock options, net of stock tendered in payment	9,666			—		—			9,666
Dividends paid	(10,733		)	—		—			(10,733		)
Other	422,771			—		(421,982		)	789
Net cash flows from / (used in) financing activities	144,293			—		(421,800		)	(277,507		)
Net increase (decrease) in cash and cash equivalents	79,903			—		(18,453		)	61,450
Less increase in cash and cash equivalents of discontinued operations	—			—		409			409
Increase (decrease) in cash and cash equivalents of continuing operations	79,903			—		(18,862		)	61,041
Cash and cash equivalents at beginning of year	150,963			—		63,703			214,666
Cash and cash equivalents at end of year	$	230,866		$	—	$	44,841		$	275,707