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Tuesday, 19 February 2013, 20:20 HKT
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Source: Omnicare
Omnicare Reports Fourth-Quarter and Full-Year 2012 Financial Results; Company Provides Full-Year 2013 Guidance

CINCINNATI, OH, Feb 19, 2013 - (ACN Newswire) - Omnicare, Inc. (NYSE:OCR) reported today financial results for its fourth quarter and full year ended December 31, 2012.

Fourth-Quarter Highlights:
-- Gross profit increase of 4.7% to $377 million; 152 basis-point expansion in gross margin rate
-- Adjusted cash earnings per diluted share from continuing operations 10.3% higher to $0.86; GAAP earnings per diluted share of $0.54
-- Cash flows from continuing operations of $128 million

Full-Year Highlights:
-- Gross profit increase of 7.7% to $1,483 million; 181 basis-point expansion in gross margin rate
-- Adjusted cash earnings per diluted share from continuing operations 15.9% higher to $3.36; GAAP earnings per diluted share of $1.73
-- Cash flows from continuing operations of $544 million

"We are pleased with our progress throughout 2012, in which we generated double-digit adjusted cash earnings per diluted share growth in every quarter," said John L. Workman, Omnicare's Chief Executive Officer. "During the fourth quarter, we continued to leverage our scale position in our Long-Term Care Group to capitalize on the increased utilization of low-cost generic drugs, while also driving robust results within the manufacturer-focused platforms of our Specialty Care Group."

Fourth-Quarter Results

Financial results from continuing operations for the quarter ended December 31, 2012, as compared with the same prior-year period, were as follows:
-- Net sales was $1,530 million versus $1,557 million
-- Gross profit was $377 million as compared with $360 million
-- GAAP income from continuing operations per diluted share was $0.54 versus $0.34
-- Adjusted cash earnings per diluted share from continuing operations (see "per share" discussion below and attached supplemental information) was $0.86 versus $0.78
-- Adjusted EBITDA from continuing operations was $164 million versus $163 million

Cash flows from continuing operations for the quarter ended December 31, 2012 were $128 million versus $101 million in the comparable prior-year quarter.

"We are encouraged by the progress we have made since standardizing our approach to operations," said Nitin Sahney, Omnicare's President and Chief Operating Officer. "Within our Long-Term Care Group, we continue to implement our previously outlined multi-phased operating plan to drive greater results. Most recently, we executed a sales transformation strategy while also refining our approach to customer retention. Our Specialty Care Group continues to demonstrate very solid growth, which is a reflection of the investments we have made over the course of the past two years."

Financial Position

Omnicare concluded the fourth quarter of 2012 with no borrowings outstanding on its revolving credit facility and $455 million in cash on its balance sheet.

Omnicare repurchased approximately 0.8 million additional shares of common stock during the fourth quarter for an aggregate amount of $28 million, while also entering into a previously announced Accelerated Share Repurchase (ASR) agreement to repurchase an aggregate of $250 million of the Company's common stock. Under the ASR agreement, Omnicare received approximately 5.8 million shares at the inception of the ASR agreement in exchange for $250 million. The total number of shares ultimately repurchased under the agreement will be determined upon the final settlement in the first half of 2013. As of December 31, 2012, the Company had approximately $220 million of availability under its current share repurchase authorization.

"Our strong fourth-quarter cash flows enabled us to continue redeploying capital in a manner that we believe is advantageous for our shareholders," said Rocky Kraft, Omnicare's Chief Financial Officer. "For the full-year, we returned over $434 million to shareholders through share repurchases and cash dividends, marking a 176% increase over the amount returned in 2011."

Full-Year Results

Financial results from continuing operations for the year ended December 31, 2012, as compared with the same prior-year period, were as follows:
-- Net sales were $6,160 million versus $6,183 million
-- Gross profit was $1,483 million versus $1,377 million
-- GAAP income from continuing operations per share was $1.73 versus $1.41
-- Adjusted cash earnings per diluted share from continuing operations was $3.36 versus $2.90
-- Adjusted EBITDA from continuing operations was $676 million versus $613 million

Operating cash flow from continuing operations for the full-year 2012 totaled $544 million versus $549 million for the full-year 2011.

To facilitate comparisons and to enhance the understanding of core operating performance, discussions in this news release include financial measures that are adjusted from the comparable amounts under GAAP to exclude the impact of the special items discussed elsewhere herein, and to present results on a continuing operations basis. For a detailed presentation of reconciling items and related definitions and components, please refer to the attached schedules or to reconciliation schedules posted at the Investor Relations section of Omnicare's website at http://ir.omnicare.com. Additionally, the Company will make supplemental slides available in the same section on its website today that will include the number of scripts dispensed, beds served, and other information relevant to Omnicare's operations.

Segment Information

Financial results for the Long-Term Care Group for the fourth quarter ended December 31, 2012 were as follows:
-- Net sales of $1,184 million were 7.3% lower than $1,277 million in the same prior-year period
-- Adjusted operating income from continuing operations of $155 million increased 6.2% from $146 million in the same prior-year period

Financial results for the Specialty Care Group for the fourth quarter ended December 31, 2012 were as follows:
-- Net sales of $346 million were 25.4% higher than $276 million in the same prior-year period
-- Adjusted operating income from continuing operations of $36 million increased 33.3% from $27 million in the same prior-year period

Special Items

The results of the fourth quarter and full-years ended 2012 and 2011 include the impact of special items and cash-based earnings adjustments as follows:


Three months ended Year ended

December December December
December 31, 2012 31, 2011 31, 2012 31, 2011

After- Per After- Per After- Per After- Per
tax diluted tax diluted tax diluted tax diluted
impact share impact share impact share impact share

Special Items

Adj. $12.1M $0.11 $27.5M $0.24 $93.0M $0.82 $82.6M $0.72

Cash-based EPS

Adj. $23.6M $0.21 $23.6M $0.21 $91.2M $0.81 $88.9M $0.77

The special items and cash-based earnings adjustments have been described in further detail in the "Footnotes and Definitions to Financial Information" section elsewhere herein.

Outlook

For the full-year 2013, Omnicare expects the following:

2012 Results FY2013 Guidance % Change

Revenue $6.2B $6.1B to $6.2B -1.6% to 0.0%
Adjusted cash earnings per
diluted share (excluding special
items) $3.36 $3.47 to $3.57 3.3% to 6.3%
Cash flows from operations
(excluding settlement payments)$544M $450M to $500M -17.3% to -8.1%

Mr. Workman continued, "Looking ahead to 2013, our organization remains focused on establishing sustainable net organic growth within our Long-Term Care Group; continuing the growth momentum in our Specialty Care Group; and efficiently allocating capital. By executing on these core elements, while also capitalizing on new opportunities to leverage our assets, we believe we will continue to enhance shareholder value."

Webcast Today

Omnicare will hold a conference call to discuss its fourth-quarter and full-year 2012 financial results today, Tuesday, February 19, at 8:00 a.m. ET. A live webcast of the conference call and supplemental slides will be accessible from the Investor Relations section of Omnicare's website at http://ir.omnicare.com . An archived replay will be made available on the website following the conclusion of the conference call.

About Omnicare

Omnicare, Inc., a Fortune 400 company based in Cincinnati, Ohio, provides comprehensive pharmaceutical services to patients and providers across North America. As the market-leader in professional pharmacy, related consulting and data management services for skilled nursing, assisted living and other chronic care institutions, Omnicare leverages its unparalleled clinical insight into the geriatric market along with some of the industry's most innovative technological capabilities to the benefit of its long-term care customers. Omnicare also provides key commercialization services for the bio-pharmaceutical industry and end-of-life disease management through its Specialty Care Group. For more information, visit www.omnicare.com.

Forward-looking Statements

In addition to historical information, this report contains certain statements that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, all statements regarding the intent, belief or current expectations regarding the matters discussed or incorporated by reference in this document (including statements as to "beliefs," "expectations," "anticipations," "intentions" or similar words) and all statements which are not statements of historical fact. Such forward-looking statements, together with other statements that are not historical, are based on management's current expectations and involve known and unknown risks, uncertainties, contingencies and other factors that could cause results, performance or achievements to differ materially from those stated. The most significant of these risks and uncertainties are described in the Company's Form 10-K, Form 10-Q and Form 8-K reports filed with the Securities and Exchange Commission and include, but are not limited to: overall economic, financial, political and business conditions; trends in the long-term healthcare and pharmaceutical industries; the ability to attract new clients and service contracts and retain existing clients and service contracts; the ability to consummate pending acquisitions on favorable terms or at all; trends for the continued growth of the Company's businesses; trends in drug pricing; delays and reductions in reimbursement by the government and other payors to customers and to the Company; the overall financial condition of the Company's customers and the ability of the Company to assess and react to such financial condition of its customers; the ability of vendors and business partners to continue to provide products and services to the Company; the successful integration of acquired companies and realization of contemplated synergies; the continued availability of suitable acquisition candidates; the ability to attract and retain needed management; competition for qualified staff in the healthcare industry; variations in demand for the Company's products and services; variations in costs or expenses; the ability to implement productivity, consolidation and cost reduction efforts and to realize anticipated benefits; the potential impact of legislation, government regulations, and other government action and/or executive orders, including those relating to Medicare Part D, including its implementing regulations and any subregulatory guidance, reimbursement and drug pricing policies and changes in the interpretation and application of such policies, including changes in calculation of average wholesale price; discontinuation of reporting average wholesale price, and/or implementation of new pricing benchmarks; legislative and regulatory changes impacting long term care pharmacies; government budgetary pressures and shifting priorities; federal and state budget shortfalls; efforts by payors to control costs; changes to or termination of the Company's contracts with pharmaceutical benefit managers, Medicare Part D Plan sponsors and/or commercial health insurers or to the proportion of the Company's business covered by specific contracts; the outcome of disputes and litigation; potential liability for losses not covered by, or in excess of, insurance; the impact of executive separations; the impact of benefit plan terminations; the impact of differences in actuarial assumptions and estimates as compared to eventual outcomes; events or circumstances which result in an impairment of assets, including but not limited to, goodwill and identifiable intangible assets; the final outcome of divestiture activities; market conditions; the outcome of audit, compliance, administrative, regulatory, or investigatory reviews; volatility in the market for the Company's stock and in the financial markets generally; access to adequate capital and financing; changes in tax laws and regulations; changes in accounting rules and standards; the impacts of potential cybersecurity risks and/or incidents; and costs to comply with the Company's Corporate Integrity Agreement. Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, the Company's actual results, performance or achievements could differ materially from those expressed in, or implied by, such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as otherwise required by law, the Company does not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Contact:
Patrick C. Lee
+1-513-719-1507
patrick.lee@omnicare.com

Omnicare, Inc. and Subsidiary Companies
Summary Consolidated Statements of Income, GAAP Basis
($000s, except per share amounts)
Unaudited

Three months ended Year ended
------------------------------- ------------------------------
December 31, December 31, December 31, December 31,
2012 2011 2012 2011
--------------------------------------------------------------
Net sales $ 1,529,945 $ 1,557,085 $ 6,160,388 $ 6,182,922

Cost of sales
1,153,281 1,197,401 4,676,983 4,805,825
--------------- --------------- --------------- --------------
Gross profit 376,664 359,684 1,483,405 1,377,097

Selling, general
and administrative
expenses 214,090 199,902 819,642 773,835

Provision for
doubtful accounts
26,851 25,410 99,407 98,552
Settlement,
litigation and
other related
charges 11,148 23,103 49,375 55,674

Other charges 2,046 5,154 67,803 16,093
--------------- --------------- --------------- --------------
Operating income
122,529 106,115 447,178 432,943

Interest expense,
net of investment
income (29,659 ) (36,080 ) (135,103 ) (160,118 )
--------------- --------------- --------------- --------------
Income from
continuing
operations before
income taxes 92,870 70,035 312,075 272,825

Income tax
provision 33,852 31,723 117,201 111,293
--------------- --------------- --------------- --------------
Income from
continuing
operations 59,018 38,312 194,874 161,532

Loss from
discontinued
operations - (7,129 ) - (74,608 )
--------------- --------------- --------------- --------------
Net income $ 59,018 $ 31,183 $ 194,874 $ 86,924
--------------- --------------- --------------- --------------
Earnings (loss)
per common share -
Diluted:

Continuing
operations
$ 0.54 $ 0.34 $ 1.73 $ 1.41

Discontinued
operations - (0.06 ) - (0.65 )

Net income $ 0.54 $ 0.27 $ 1.73 $ 0.76
--------------- --------------- --------------- --------------
Weighted average
number of common
shares
outstanding:

Diluted 110,074 114,344 112,988 114,781
--------------- --------------- --------------- --------------


The footnotes and definitions presented at the separate "Footnotes and Definitions to Financial Information" pages are an integral part of this financial information.

Omnicare, Inc and Subsidiary Companies
Consolidated Balance Sheets
(000s)
Unaudited

December 31, December 31,
2012 2011
--------------- --------------
ASSETS

Current assets:

Cash and cash equivalents $ 454,213 $ 580,262

Restricted cash 1,066 2,336

Accounts receivable, less allowances 857,052 931,314

Inventories 385,698 419,378

Deferred income tax benefits 136,186 153,444

Other current assets 254,644 210,637
--------------- --------------
Total current assets 2,088,859 2,297,371

Properties and equipment, at cost less accumulated
depreciation
282,660 225,257

Goodwill 4,256,959 4,250,579

Identifiable intangible assets, less accumulated
amortization 196,873 235,270

Other noncurrent assets 163,913 184,633
--------------- --------------
Total noncurrent assets 4,900,405 4,895,739
--------------- --------------
Total assets $ 6,989,264 $ 7,193,110
--------------- --------------
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable $ 200,125 $ 273,768

Accrued employee compensation 73,791 61,019

Current debt 27,713 26,447

Other current liabilities 180,385 178,833
--------------- --------------
Total current liabilities 482,014 540,067

Long-term debt, notes and convertible debentures
2,030,030 1,968,274

Deferred income tax liabilities 914,660 838,857

Other noncurrent liabilities 56,848 50,476
--------------- --------------
Total noncurrent liabilities 3,001,538 2,857,607
--------------- --------------
Total liabilities 3,483,552 3,397,674
--------------- --------------


Stockholders' equity 3,505,712 3,795,436
--------------- --------------
Total liabilities and stockholders' equity
$ 6,989,264 $ 7,193,110
--------------- --------------

The footnotes and definitions presented at the separate "Footnotes and Definitions to Financial Information" pages are an integral part of this financial information.

Omnicare, Inc and Subsidiary Companies
Condensed Consolidated Statements of Cash Flows, GAAP Basis
(000s)
Unaudited


December 31, 2012
-----------------------------
Three months
ended Year ended
---------------- ------------
Cash flows from operating activities:

Net income $ 59,018 $ 194,874

Adjustments to reconcile net income to net cash
flows from operating activities:

Depreciation 13,676 51,932

Amortization 20,632 84,009

Write-off of debt issuance costs - 12,466

Loss on debt extinguishment - 35,092

Deferred tax provision 58,773 95,742

Changes in assets and liabilities, net of effects
from acquisition and divesture of businesses:

Accounts receivable and unbilled receivables, net
of provison for doubtful accounts 45,708 80,080

Inventories (45,050 ) 37,736

Current and noncurrent assets (48,231 ) 17,110

Accounts payable 25,749 (69,423 )

Accrued employee compensation 10,593 12,476

Current and noncurrent liabilities (13,287 ) (7,610 )
---------------- ------------
Net cash flows from operating activities 127,581 544,484

Cash flows from investing activities:

Acquisition of businesses, net of cash received (462 ) (34,873 )

Divestiture of businesses, net - 19,207

Capital expenditures (28,487 ) (99,920 )

Marketable Securities (18 ) (25,018 )

Transfer of cash to trusts for employee health and
severance costs, net of payments out of the trust 640 1,326

Other (718 ) (56 )
---------------- ------------
Net cash flows used in investing activities (29,045 ) (139,334 )

Cash flows from financing activities:

Payments on Term Loans (5,313 ) (24,688 )

Proceeds from long-term borrowings and obligations - 425,000

Payments on long-term borrowings and obligations
(1,271 ) (453,573 )

Capped Call transaction - (48,126 )

Fees paid for financing activities (402 ) (7,566 )

Decrease in cash overdraft balance (13,387 ) (14,927 )

Payments for Omnicare common stock repurchases
(Note 2) (278,049 ) (388,968 )

Proceeds for stock awards and exercise of stock
options, net of stock tendered in payment 19,241 24,951

Dividends paid (14,449 ) (45,214 )

Other 1,899 1,912
---------------- ------------
Net cash flows used in financing activities (291,731 ) (531,199 )
---------------- ------------
Net decrease in cash and cash equivalents (193,195 ) (126,049 )

Cash and cash equivalents at beginning of year
647,408 580,262
---------------- ------------
Cash and cash equivalents at end of year $ 454,213 $ 454,213
---------------- ------------

The footnotes and definitions presented at the separate "Footnotes and Definitions to Financial Information" pages are an integral part of this financial information.

Omnicare, Inc. and Subsidiary Companies
Reconciliation Statement and Definitions, Non-GAAP Basis
($000s, except per share amounts)
Unaudited

Three months ended Year ended
December 31, December 31,
--------------------------- --------------------------
2012 2011 2012 2011
------------- ------------- ------------- ------------
Adjusted earnings per
share ("EPS") from
continuing operations:

Diluted earnings per share
from continuing operations
$ 0.54 $ 0.34 $ 1.73 $ 1.41

Special Items: (a)

Settlement, litigation and
other related charges 0.06 0.16 0.27 0.37

Other charges 0.01 0.03 0.36 0.09

Amortization of discount
on convertible notes 0.03 0.03 0.13 0.13

Debt redemption costs - 0.02 0.07 0.14
------------- ------------- ------------- ------------
Total Special Items 0.11 0.24 0.82 0.72

Cash EPS Adjustments 0.21 0.21 0.81 0.77

Adjusted cash earnings per
diluted share from
continuing operations
$ 0.86 $ 0.78 $ 3.36 $ 2.90
------------- ------------- ------------- ------------

Adjusted earnings before
interest, income taxes
("EBIT", "Operating
income"), depreciation and
amortization ("EBITDA")
from continuing
operations:

EBIT from continuing
operations $ 122,529 $ 106,115 447,178 $ 432,943

Depreciation and
amortization 34,308 35,806 135,941 133,132

Amortization of discount
on convertible notes
(5,955 ) (6,226 ) (24,073 ) (24,195 )
------------- ------------- ------------- ------------
EBITDA from continuing
operations 150,882 135,695 559,046 541,880

Special items (a) 13,194 27,213 117,178 70,723
------------- ------------- ------------- ------------
Adjusted EBITDA from
continuing operations
164,076 162,908 676,224 612,603



EBITDA from continuing
operations to net cash
flows from operating
activities:

EBITDA from continuing
operations 150,882 135,695 559,046 541,880

(Subtract)/Add:

Interest expense, net of
investment income and
amortization of discount
on convertible notes
(23,704 ) (29,854 ) (111,030 ) (135,923 )

Income tax provision(33,852 ) (31,723 ) (117,201 ) (111,293 )

Debt issuance and
redemption costs - (2,686 ) 47,558 (13,570 )

Deferred tax provision
58,773 12,876 95,742 62,909

Changes in certain assets
and liabilities, net of
effects from acquisition
and
divestitures of
businesses (24,518 ) 17,150 70,369 205,396
------------- ------------- ------------- ------------
Net cash flows from
operating activities of
continuing operations
$ 127,581 $ 101,458 $ 544,484 $ 549,399
------------- ------------- ------------- ------------


Adjusted EBIT from
continuing operations

Operating income from
continuing operations
$ 122,529 $ 106,115 $ 447,178 $ 432,943

Special items (a) 13,194 28,257 117,178 71,767
------------- ------------- ------------- ------------
Adjusted operating income
from continuing operations
$ 135,723 $ 134,372 $ 564,356 $ 504,710
------------- ------------- ------------- ------------


Segment Reconciliations -
Long-Term Care Group
("LTC")

Adjusted Operating Income
- LTC:

Operating income from
continuing operations
$ 142,897 $ 119,696 $ 562,675 $ 476,800

Special items (a) 12,132 26,570 51,743 70,080
------------- ------------- ------------- ------------
Adjusted operating income
from continuing operations
- LTC $ 155,029 $ 146,266 $ 614,418 $ 546,880
------------- ------------- ------------- ------------


Segment Reconciliations -
Specialty Care Group
("SCG")

Adjusted Operating Income
- SCG:

Operating income from
continuing operations
$ 36,337 $ 26,684 $ 129,218 $ 98,938

Special items (a) - 643 2,290 643
------------- ------------- ------------- ------------
Adjusted operating income
from continuing operations
- SCG $ 36,337 $ 27,327 $ 131,508 $ 99,581
------------- ------------- ------------- ------------


The footnotes and definitions presented at the separate "Footnotes and
Definitions to Financial Information" pages are an integral part of this
financial information.

Omnicare, Inc. and Subsidiary Companies
Footnotes and Definitions to Financial Information
(000s, except per share amounts and unless otherwise stated)
Unaudited

Footnotes:

Non-GAAP Information:
Omnicare, Inc. ("Omnicare" or the "Company") management believes that presenting certain non-GAAP financial measures, which exclude items not considered part of the core operating results of the Company and certain non-cash charges and also includes certain tax deduction amounts (collectively, "Special Items"), enhances investors' understanding of how Omnicare management assesses the performance of the Company's business. Omnicare management uses non-GAAP measures for budgeting purposes, measuring actual results, allocating resources and in determining employee incentive compensation. Omnicare's method of calculating non-GAAP financial results may differ from those used by other companies and, therefore, comparability may be limited.

a. Financial results from continuing operations included Special Items as described below:

Q4 2012 YTD 2012 Q4 2011 YTD 2011
---------------- --------------- -------------- --------------
Preta After Tax Preta After Tax Preta After Tax Preta After Tax
((12)) ((12)) ((12)) ((12))
---------------- --------------- -------------- --------------
EBIT:

Settlement,
litigation
and other
related
charges( (1))
$11,148 $ 6,937 $49,375 $30,351 $23,103 $18,002 $55,674 $42,003

Other charges

Acquisition
and other
related costs
((2))
984 682 1,380 925 14,610 8,974 25,549 15,759

Disposition
of businesses
((3))
- - (1,777 ) (2,582 ) - - - -

Separation
costs ((4))
- - 21,000 12,863 1,044 644 1,044 644

Restructuring
charges ((5))
- - 11,046 6,766 - - - -

Repack
matters ((6))
- - - - (10,500 )(6,476) (10,500 )(6,476 )

Loss on debt
repurchase((7))
- - 35,092 21,546 - - - -

Loss on sale
of plane((8))
1,062 729 1,062 729 - - - -
---------------- --------------- -------------- --------------
Subtotal -
Other charges
2,046 1,411 67,803 40,247 5,154 3,142 16,093 9,927
---------------- --------------- -------------- --------------
Subtotal -
EBIT Special
Items
13,194 8,348 117,178 70,598 28,257 21,144 71,767 51,930



Interest
Expense:

Amortization
of discount
on
convertible
notes ((9))
5,955 3,728 24,073 14,826 6,226 3,777 24,195 14,923

Debt
redemption
costs ((7))
- - 12,363 7,572 4,244 2,543 25,49 15,723
---------------- --------------- -------------- --------------

Subtotal -
Interest
Expense
Special Items
5,955 3,728 36,436 22,398 10,470 6,320 49,686 30,646
---------------- --------------- -------------- --------------

Subtotal -
Special Items
19,149 12,076 153,614 92,996 38,727 27,464 121,453 82,576

Cash EPS
Items:

Amortization
of
intangibles
10,466 6,472 43,230 26,573 11,940 7,331 40,685 25,095

Goodwill
amortization
tax deduction
((10))
- 11,300 - 44,004 - 13,181 - 51,728

Convertible
debt tax
deduction((11))
- 5,877 - 20,624 - 3,112 - 12,114
---------------- --------------- -------------- --------------

Subtotal -
Cash EPS
Items
10,466 23,649 43,230 91,201 11,940 23,624 40,685 88,937
---------------- --------------- -------------- --------------

Grand Total -
Special Items
$29,615 $ 35,725 $196,844 $184,197 $50,667 $51,088 $162,138 $171,513
---------------- --------------- -------------- --------------

1. Operating income includes settlement, litigation and other related charges for resolution of certain regulatory matters with various states and regulatory agencies, and a qui tam lawsuit, certain large customer disputes and purported class and derivative actions against the Company. Additionally, Omnicare has made, and will continue to make, disclosures to the applicable governmental agencies of amounts, if any, determined to represent over-payments from the respective programs and, where applicable, those amounts, as well as any amounts relating to certain inspections, audits, inquiries and investigations activity are included in the pretax special item reflected in the table.

2. Operating income includes acquisition and other related costs primarily related to professional fees and acquisition related restructuring costs for acquisitions, offset by a reduction of the Company's original contingent consideration payable for a prior acquisition in 2012 and reductions in the Company's purchase accounting reserves in 2011.

3. In the quarter ended September 30, 2012 the Company completed the disposition of its Canadian pharmacy and the Company's pharmacy operational software business, which were not considered, individually or in the aggregate, significant to the operations of Omnicare.

4. Operating income includes separation related costs for certain former executives, including the former Chief Executive Officer who resigned on June 10, 2012.

5. Operating income includes restructuring and other related charges primarily related to lease termination costs.

6. Operating income includes a special (credit) for insurance recoveries related to the quality control, product recall and fire issues at one of the Company's repackaging locations.

7. Operating income and interest expense include charges for debt redemption losses and costs related to the Company's previously announced refinancing transactions.

8. In the quarter ended December 31, 2012 the Company recognized a loss related to the sale of the Company's aircraft.

9. The Company recorded non-cash interest expense from the amortization of debt discount on its convertible notes.

10. The tax benefit of being able to deduct goodwill amortization.

11. The tax benefit of being able to deduct higher interest expense on our convertible debt than what is actually paid.

12. The tax effect was calculated by multiplying the tax-deductible pretax amounts by the appropriate effective tax rate.

Discontinued Operations:

In 2009, the Company commenced activities to divest certain home healthcare and related ancillary businesses ("the Disposal Group") that are non-strategic in nature. Also, in connection with the reallocation of resources started in the second half of 2010 and the previously disclosed unfavorable market conditions experienced by its Contract Research Services organization ("CRO Services") business, the Company committed to a plan to divest of its CRO Services business in the first quarter of 2011 and completed the divestiture in April 2011. Also, in the second quarter of 2011, the Company divested its Tidewater Group Purchasing Organization ("Tidewater"). The Company determined that the CRO Services and Tidewater businesses were no longer good strategic fits within the Company's portfolio of assets. In the fourth quarter of 2011, the Company divested the remaining durable medical equipment ("DME") portion of the Disposal Group. In connection with these activities, Omnicare recorded an impairment loss in discontinued operations in the three months and year ended December 31, 2011 to reduce the carrying value of the CRO Services and Non-Core disposal group operations to fair value based on the final terms of the divestiture.


This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients.

The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the information contained therein.

Source: Omnicare via Thomson Reuters ONE

Topic: Earnings

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Omnicare's Series A and Series B Trust PIERS to Accrue Contingent Interest
Oct 25, 2014 06:30 HKT
Omnicare Reports Third-Quarter 2014 Financial Results; Company Updates Full-Year 2014 Guidance
Oct 1, 2014 19:00 HKT
Omnicare to Report Third-Quarter 2014 Financial Results and Hold Conference Call on Friday, October 24, 2014
Sept 23, 2014 08:30 HKT
Ashok Singh to Join Omnicare as SVP, Chief Information Officer
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