8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): March 16, 2011

Omnicare, Inc.

 (Exact name of Registrant as specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation or Organization)

1-8269	31-1001351
(Commission File Number)	(I.R.S. Employer Identification No.)

100 East RiverCenter Boulevard

Covington, Kentucky  41011

(Address of Principal Executive Offices, Including Zip Code)

(859) 392-3300

(Registrant’s telephone number, including area code)

Not applicable

(Former name and former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

Omnicare, Inc. (“Omnicare” or the “Company”) will participate at the Barclays Capital 2011 Global Healthcare Conference in Miami, Florida on March 15-17, 2011.  As part of this conference, representatives of Omnicare will make a presentation on March 16, 2011 at 8:30 a.m. ET using the slides attached to this Current Report on Form 8-K as Exhibit 99.1.  The presentation will address, among other things, the Company’s strategy, objectives and financial performance and discuss industry trends and dynamics.  The presentation will be webcast live and will be available on the Investor Relations section of Omnicare’s web site at omnicare.com by clicking on an available link.

Note Regarding Presentation of Non-GAAP Financial Measures

There will be certain non-GAAP financial measures presented.  To facilitate comparisons and to enhance the understanding of core operating performance, the presentation includes financial measures that are adjusted from the comparable amount under GAAP to exclude the impact of the special items and accounting changes, and to present results on a continuing operations basis.  For a detailed reconciliation of adjusted financial measures to GAAP financial measures and related definitions and components, please refer to the reconciliation schedules posted on the Investor Relations section of Omnicare’s web site at omnicare.com.

Item 9.01 Financial Statements and Exhibits.

(d)           Exhibits.

99.1 Slide presentation of Omnicare, Inc. used in connection with the Company’s March 16, 2011 presentation at the Barclays Capital 2011 Global Healthcare Conference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OMNICARE, INC.

By:	/s/ John L. Workman
Name: Title:	John L. Workman Executive Vice President and Chief Financial Officer

Dated:  March 16, 2011

INDEX TO EXHIBITS

Exhibit Number                    Description of Exhibit

99.1 Slide presentation of Omnicare, Inc. used in connection with the Company’s March 16, 2011 presentation at the Barclays Capital 2011 Global Healthcare Conference.

EX-99.1

Barclays Capital
2011 Global Healthcare Conference

March 16, 2011

Exhibit 99.1

Forward-Looking Statements

Except for historical information discussed, the statements made today are
forward-looking statements that involve risks and uncertainties. Investors
are cautioned that such statements are only predictions and that actual
events or results may differ materially.

These forward-looking statements speak only as of this date. We undertake
no obligation to publicly release the results of any revisions to the forward-
looking statements made today, to reflect events or circumstances after
today or to reflect the occurrence of unanticipated events.

To facilitate comparisons and enhance understanding of core operating
performance, certain financial measures have been adjusted from the
comparable amount under Generally Accepted Accounting Principles
(GAAP).A detailed reconciliation of adjusted numbers to GAAP is posted
the Investor Relations section of our Web site at http://ir.omnicare.com.

2

Omnicare Today

3

Omnicare Today…
A Leading Provider of Pharmacy Services

•Long-term care pharmacy

–Pharmacy services for skilled nursing,
assisted living, chronic care and other settings

–47 states, District of Columbia and Canada

–Dispenses over 110 million prescriptions/year

–Industry leader

•Specialty care

–Supports patients, providers, care-givers,
nurses, physicians and bio-pharmaceutical
companies

–Dispenses over 8 million prescriptions/year

–Emerging provider with growth rates
outpacing industry average

Long-term care pharmacy and specialty care provide two attractive platforms for growth

4

Management Team Changes
New Team Focused on Execution and Growth

•Appointment of John Workman to Additional Role of President

–In addition to CFO role, oversees purchasing, HR, IT and trade relations

•Additional talent added to Omnicare team

–Chief Executive Officer

–President of Specialty Care

–SVP of Finance

–SVP of Human Resources

–SVP of Trade Relations

–Promoted five operators to lead newly defined LTC divisions

5

Transitioning to an Operations-Driven Company

•Focus on corporate culture

–Management team changes

–Instill collaborative environment,
encourage employee innovation

–Organization-wide focus on the customer

–Reinforce a commitment to compliance

•Reallocation of resources

–Align employee interests

–Reshape the organization to bring it
closer to the customer

–Improve accountability with divisional
realignment

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Objective is to minimize controllable losses and generate

at least 95% customer retention on a consistent basis

Focus on Customer Service
EarlyResponse to Customer-Focused Initiatives

8

Transitioning to an Operations-Driven Company
Improve Sales Performance

•Reorganization of the sales force

–Reassess alignment of sales force

–Deploy resources in attractive markets

–Improve coordination of selling process

•Investments to enhance selling effectiveness

–Develop industry-leading training program

–Reposition leading technology offering

–Create consistent market message

–Investments in sales tools

–Revamped compensation structure

9

Transitioning to an Operations-Driven Company
Focus on Customer Service

Net Bed
Growth

Problem

Solution

Result

10

Transitioning to an Operations-Driven Company
Initiatives Focused on Productivity Improvements

•Drug purchasing

•Strategic sourcing

•Operating initiatives

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Industry Outlook

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Demographic Trends
Aging Population Shaping Healthcare

•Life expectancy continues to lengthen

•Significant population mix shift towards seniors

Source: U.S. Census Bureau

13

Pharmaceutical Market
Trends

•Branded drugs

•Major market shift to generic drugs

•Development and utilization of
specialty drugs increasing

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Brand to Generic Drugs
Increasing Utilization of Generics

(1)Omnicare’s generic prescriptions dispensed as a percent of total scripts

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Major Shift to Generic Drugs
Benefits

•Omnicare’s sourcing abilities create unique
opportunity within industry

–#1 buyer of generics in long-term care
channel

•Reduces sales, but increases gross profit -
both dollars and margins

•Favorable impact on working capital

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Major Shift to Generic Drugs
Typical Life Cycle of Nonexclusive Generic Drug

NOTE: Graph is for illustrative purposes only. Not representative of every generic drug, as each generic drug has unique
characteristics.

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(1)All generic launches are subject to change due to litigation or pediatric exclusivity.

2011	2012	2013
Fazaclo	Actos	Aciphex
Femara	Diovan	Asacol
Gabitril	Geodon	Avodart
Levaquin	Invega	Cymbalta
Lipitor	Lexapro	Humalog
Primaxin Inj	Lidoderm	Lupron Depot
Uroxatrol	Plavix	Niaspan SR
Vancocin Caps	Seroquel	Oxycontin
Xalatan	Singulair	Renagel
Zyprexa	Xopenex	Travatan

2011-2013 Potential Patent Expirations(1),(2)
Geriatric Market

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Specialty Pharmaceuticals
A Growth Industry

Pharmaceutical Market Share(1) by Drug Type

Mail order specialty pharmacy

Outsourced services for
biotechnology firms

Omnicare’s institutional
pharmacies

Conventional
Drugs, 72%

Other, 19%

Omnicare’s Positioning Within Specialty Pharmaceuticals…

(1)Source: EvaluatePharma

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Growth

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Specialty Care
Growth Outside Institutional Setting

Omnicare specialty care growth has been robust…and opportunities
exist to further accelerate growth through:

• Addition of new leadership

• Coordination of efforts

• Leveraging long-term care business and relationships to create new
  opportunities

• Penetrate additional disease states

–Primary disease states currently multiple sclerosis and oncology

• Potential additional acquisitions to fill-out portfolio in the future

Two-year CAGR(1) for Omnicare’s specialty care businesses > 20%

(1)Quarterly revenues based on fourth quarter 2010 results for Advanced Care Scripts, RxCrossroads and excelleRx
(as compared with fourth quarter 2008 results)

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Long-Term Care

•Skilled Nursing Facilities

–Organic growth through improved customer
service, technology

–Selected acquisitions

•Assisted Living Facilities

–Three-pronged growth opportunity

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Financial Elements

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Fourth Quarter 2010 Highlights

•Scripts dispensed increased 2.1% sequentially

–Scripts benefitted from a full quarter’s impact of the CCRx acquisition

–Utilization relatively even sequentially

–Census was lower, although rate of decline improved again sequentially

•Qtr. ending number of beds served(1) even sequentially

–Patient assistance programs up 5,000; LTC beds 5,000 lower

–Losses 3.7% lower sequentially, 25.7% lower compared to 4Q09

•Net sales, gross profit higher sequentially; gross margin even at 22.0%(2),(3)

•Adjusted EBITDA(2),(3) up 4.4% sequentially to $146.9 million; margin
expansion of 30 basis points to 9.4%

•Adjusted EPS(2),(3) of $0.51; 1.9% lower sequentially from $0.52 due to
higher effective tax rate in 4Q10

•$21.9 million returned to shareholders through dividends and share
repurchases

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(1)Includes patients served under patient assistance programs.

(2)Excludes discontinued operations.

(3) Excludes special items. A reconciliation of certain non-GAAP information has been attached to our press release and is also available on our Web
site under ‘Supplemental Financial Information’ from the ‘Investors’ page..

(1)Excludes discontinued operations.

(2)Excludes special items. A reconciliation of certain non-GAAP information is available on Omnicare’s Web site under ‘Supplemental
Financial Information’ from the ‘Investors’ page.

Financial Performance
2010 Progression (In $ millions, except per share data)

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Focus on Cash Flows

(1)Excludes discontinued operations.

(2)Cash flows from continuing operations includes approximately $38 million of settlement paymentsand approximately $8 million in
tender premium payments in 2Q10, $21 million of settlement payments in 3Q10 and $7 million of separation-related payments
related to three former Omnicare executives in 3Q10.

(3)Excludes special items. A reconciliation of certain non-GAAP information is available on Omnicare’s Web site under
‘Supplemental Financial Information’ from the ‘Investors’ page.

2010 YTD Cash Flows from Continuing Operations(1),(2) and Interest Expense vs.

YTD Adjusted EBITDA(1),(3) (in $ millions)

Significant amount of EBITDA translates into cash flow from operations.

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Cash Deployment

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(1)During the second quarter of 2010, Omnicare issued $400 million of 7.75% Senior Subordinated Notes due 2020 and tendered $217 million of 6.75% Senior
Subordinated Notes due 2013.During the fourth quarter of 2010, Omnicare issued $575 million convertible debentures due 2025 and repurchased $525
million of 3.25% convertible debentures due 2035 with a put option in 2015.

(2)Cumulative % Returned = (Dividends Paid + Share Repurchases) / 12/31/09 Market Capitalization of $2,908.4 million.

•Full-year 2010 acquisition spend
largely driven by CCRX acquisition

•4Q10 dividend of $0.0325 per share

•Repurchased an additional 0.8
million shares ($18.2 million) during
4Q10 (4.4 million shares
repurchased in 2010)

•$99.1 million of authorization
remaining under current share
repurchase program as of Dec. 31,
2010.

(1)Assumes convertible debentures due 2035 are put to the company in 2015 with related tax capture included.

(2)Debt amounts shown exclusive of unamortized debt discount.

(3)In $ millions

Capital Structure

Recent capital restructuring initiatives have extended maturities,

providing more flexibility for capital allocation strategies

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(1)Excludes special items and discontinued operations

(2)Effective January 1, 2009 the Company adopted the provisions of the authoritative guidance regarding Accounting for Convertible Debt
Instruments That May be Settled in Cash upon Conversion (Including Partial Cash Settlement). 2008 is restated for this change in accounting.

(3)Results have been revised to reflect results of certain home healthcare and related ancillary businesses as discontinued operations.

Credit Profile (1)

Three-Year Trend

	2008 (2),(3)	2009	2010
•Debt/Total Capital	39.2%	35.2%	35.6%
•Net Debt/Total Capital	36.9%	31.9%	29.7%
•Cash Position (millions)	$215	$275	$495

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Outlook

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Regulatory Environment
Current Issues

•RUG-IV

–Medicare reimbursement changes impacting SNFs

–Effective 10/1/10

–Intent is to drive up acuity levels in nursing homes
(through a greater mix of clinically complex residents)

•Federal Upper Limit (“FUL”) definitions

–No less than 175% of the weighted average manufacturer’s price (“AMP”)

–Effective 10/1/10 (the first FUL list has not yet been published)

–Some Medicaid, facility contracts impacted (Part D contracts restructured to
another reimbursement benchmark)

–In most cases, new FULs would have to be lower than MACs to impact
reimbursement for relevant payers

Anticipate small positive to Omnicare

Anticipate small negative to Omnicare

31

Regulatory Environment
Current Issues

•Short-cycle dispensing

–Weekly dispensing for branded drugs dispensed under Part D

–Effective 1/1/12 (although currently in 60-day
comment period)

–Expected to impact approximately
6 million scripts, or 5% of prescriptions
dispensed

–We believe the automation within

our pharmacies creates an advantage
over competitors not using automation

Anticipate small negative to Omnicare in 2012;

we believe we are best positioned among peers

32

2011 Drivers (1)

Major 2011 Drivers	1st Half 2011	2nd Half 2011
•Brand-to-generic and drug price inflation	Positive	Positive
•Annualized pricing adjustments	Negative	Neutral
•Annualized impact of bed losses	Negative	Neutral
•Impact of payroll costs	Negative	Negative
•Productivity improvements	Positive	Positive

2011 drivers point to a stronger 2nd half than 1st half

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(1)Information on this slide is not intended to represent the company’s guidance for 2011.

Forward-Looking Major Drivers (1)

Major Drivers	2011	2012	2013
•Brand-to-generic	Positive	Positive	Neutral
•Organic growth - Long-term care	Neutral	Positive	Positive
•Specialty care (2)	Neutral	Positive	Positive
•Omnicare-at-home	Neutral	Neutral	Positive

Omnicare expects a double digit CAGR in adjusted EPS
for the three-year period ending 2013.

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(1)Information on this slide is not intended to represent the company’s financial guidance for 2011, 2012 or 2013

(2)Includes an assumption for acquisitions

Disciplined use of cash flow

Omnicare’s Fundamental Value Drivers

35

Barclays Capital
2011 Global Healthcare Conference

March 16, 2011