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): April 28, 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 2.02 Results of Operations and Financial Condition.

On April 28, 2011, Omnicare, Inc. issued a press release announcing its financial results for the three months ended March 31, 2011.  A copy of the release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.

In addition, a copy of the supplemental slides which will be discussed during the Company’s earnings call at 9:30 a.m. Eastern Time on Thursday, April 28, 2011 is attached to this report as Exhibit 99.2 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)           Exhibits.

99.1         Press Release of Omnicare, Inc., dated April 28, 2011.

99.2 Supplemental slides provided in connection with the first quarter 2011 earnings call of Omnicare, Inc.

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
	John L. Workman
	President and Chief Financial Officer

Dated:  April 28, 2011

INDEX TO EXHIBITS

Exhibit Number               Description of Exhibit

99.1 Press Release of Omnicare, Inc., dated April 28, 2011

99.2 Supplemental slides provided in connection with the first quarter 2011 earnings call of Omnicare, Inc.

EX-99.1

Exhibit 99.1

                                                                                           news release

Omnicare Reports First-Quarter 2011 Financial Results

·   First-Quarter Revenues of $1,528.5 Million

·   Cash Flows from Continuing Operations of $143.9 Million

·   Adjusted Income from Continuing Operations Per Share of $0.52

·   Full-Year 2011 Financial Outlook Reaffirmed

COVINGTON, Ky., April 28, 2011 – Omnicare, Inc. (NYSE:OCR) reported today financial results for its first quarter ended March 31, 2011.

“Continuing our momentum at the end of the year, we have taken a number of positive steps during the first quarter in an effort to transition Omnicare into a stronger operations-driven company,” said John Figueroa, Omnicare’s Chief Executive Officer.  “Most notably, we improved our customer retention rate for the third consecutive period, reflecting positively on our company-wide focus on service and our redefined organizational structure.  Additionally, we continued to strengthen the organization within our specialty care group, while also continuing our efforts to insource certain corporate support functions, most notably hiring talented executives to lead our legal, tax and compliance functions.  We believe these organizational changes reinforce our focus on operations.”

First-Quarter Results

Prior Year Comparison

Financial results from continuing operations for the quarter ended March 31, 2011, as compared with the same prior-year period, were as follows:

·   Net sales were $1,528.5 million as compared with $1,494.5 million

·   GAAP income from continuing operations per share was $0.44 versus $0.49

·   Adjusted income from continuing operations (see discussion below and attached supplemental information) per share was $0.52 versus $0.59

Cash flows from continuing operations for the quarter ended March 31, 2011 was $143.9 million versus $117.7 million in the comparable prior-year quarter, benefiting from lower inventories than at December 31, 2010.

Omnicare, Inc. · 100 East RiverCenter Boulevard · Covington, Kentucky 41011 · 859/392-3300 · 859/392-3360 Fax

Earnings (loss) before interest, income taxes, depreciation and amortization (EBITDA) from continuing operations for the first quarter of 2011, excluding the special items discussed below, was $148.3 million versus $165.0 million in the first quarter of 2010.

Sequential Comparison (Excluding Special Items)

Compared to the fourth quarter of 2010, financial results from continuing operations in the first quarter of 2011 were as follows:

·   Net sales were $1,528.5 million as compared with $1,532.7 million

·   Adjusted EBITDA from continuing operations was $148.3 million compared to $148.7 million

“Our first quarter results were driven principally by strength in prescription volumes, which were favorably impacted by higher utilization and generally stable occupancy rates at our customers’ facilities,” said Mr. Figueroa.  “Further, our generic dispensing rate climbed 120 basis points sequentially, benefitting both Omnicare and its payors alike.  These volume-related and pharmaceutical market developments continue to support our plan, to reposition the company for sustained growth.”

Financial Position

During the quarter, Omnicare redeemed $125 million of its 6.125% Senior Subordinated Notes, leaving $125 million of these notes outstanding as of March 31, 2011.  The Company also concluded the first quarter of 2011 with no borrowings outstanding on its revolving credit facility and $454.1 million in cash on its balance sheet.  Omnicare’s total debt to total capital of 34.3% at March 31, 2011, was down approximately 130 basis points from 35.6% at December 31, 2010.

With respect to its share repurchase program, the Company repurchased approximately 1.0 million shares of common stock during the quarter and paid an aggregate amount of $28.7 million.  As of March 31, 2011, Omnicare had $68.4 million of availability under its current share repurchase authorization.

“Our first quarter cash flows from continuing operations of approximately $144 million, which benefited from lower inventories, represented our strongest performance in over a year,” said John L. Workman, Omnicare’s President and Chief Financial Officer.  “This robust quarterly cash flow enabled us to make additional improvements to our capital structure while continuing our plan of returning capital to shareholders.”

To facilitate comparisons and to enhance the understanding of core operating performance, the discussion which follows includes financial measures that are adjusted from the comparable amount 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 Web site at http://ir.omnicare.com.  Additionally, the Company will make supplemental slides available in the same section on its Web site today that will include the number of scripts dispensed, beds served, and other information relevant to Omnicare’s operations.

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CRO Divestiture

In connection with a reallocation of resources that started in the second half of 2010, Omnicare committed to a plan to divest of its Contract Research Services (“CRO Services”) organization in the first quarter of 2011 as it has determined that the CRO Services business is no longer a good strategic fit within the Company’s portfolio of assets.  In connection with discontinuing the operations of this business, the results from operations for all periods presented have been revised to reflect the results of CRO Services as discontinued operations, including the impairment loss as well as certain expenses of the Company related to the divestiture. 

Special Items

The results for the first quarter of 2011 and 2010 include the impact of special items totaling approximately $14.9 million pretax ($9.3 million aftertax, or approximately $0.08 per share) and $19.0 million pretax ($12.0 million aftertax, or approximately $0.10 per diluted share), respectively.

The special items have been described in further detail in the “Footnotes and Definitions to Financial Information” section elsewhere herein.

Outlook

Omnicare reaffirmed its full-year 2011 financial outlook, which includes the following:

·   Revenues of $6.0 billion to $6.1 billion

·   Income per diluted share from continuing operations of $2.05 to $2.15 (excluding special items)

·   Cash flow from continuing operations of $375 million to $425 million

Webcast Today

Omnicare will hold a conference call to discuss its first-quarter 2011 financial results today, Thursday, April 28, at 9:30 a.m. ET.  A live webcast of the conference call and supplemental slides will be accessible from the Investor Relations section of Omnicare's Web site at http://ir.omnicare.com.  An archived replay will be made available on the Web site following the conclusion of the conference call.

About Omnicare

Omnicare, Inc., a Fortune 500 company based in Covington, Kentucky, is a leading provider of pharmaceutical care for the elderly.  Omnicare serves residents in long-term care facilities, chronic care and other settings comprising approximately 1.4 million beds in 47 states, the District of Columbia and Canada.  Omnicare is the largest U.S. provider of professional pharmacy, related consulting and data management services for skilled nursing, assisted living and other institutional healthcare providers as well as for hospice patients in homecare and other settings.  Omnicare's pharmacy services also include specialty pharmacy operations and a wide range of support services for specialty pharmaceuticals.  For more information, visit www.omnicare.com.

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Forward-Looking Statements

In addition to historical information, this press release 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, pharmaceutical and contract research industries; the ability to attract new clients and service contracts and retain existing clients and service contracts; the ability to consummate pending acquisitions; 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 continued successful integration of acquired companies; 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 ability of clinical research projects to produce revenues in future periods; 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 the calculation of average wholesale price; 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 Medicare Part D plan sponsors or to the proportion of the Company’s Part D 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 international economic and political conditions and currency fluctuations between the U.S. dollar and other currencies; changes in tax laws and regulations; changes in accounting rules and standards; and costs to comply with the Company’s Corporate Integrity Agreements.  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

(859) 392-3444

patrick.lee@omnicare.com

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Omnicare, Inc. and Subsidiary Companies

Summary Consolidated Statements of Income, GAAP Basis

(000s, except per share amounts)

Unaudited

	Three months ended
	March 31,			December 31,			March 31,
	2011			2010			2010
Net sales	$	1,528,525		$	1,532,732		$	1,494,491
Cost of sales		1,190,611			1,196,428			1,151,027
Gross profit		337,914			336,304			343,464
Selling, general and administrative expenses		191,012			189,128			183,814
Provision for doubtful accounts		24,530			71,326			21,950
Settlement, litigation and other related charges		6,013			42,111			5,506
Goodwill and other asset impairment charges		-			22,884			-
Other miscellaneous charges		1,889			42,413			5,765
Operating income (loss)		114,470			(31,558	)		126,429
Investment income		296			2,745			1,664
Interest expense		(28,805	)		(36,425	)		(28,608	)
Amortization of discount on convertible notes		(5,873	)		(7,117	)		(7,331	)
Income (loss) from continuing operations  before income taxes		80,088			(72,355	)		92,154
Income tax expense (benefit)		29,616			(18,664	)		34,044
Income (loss) from continuing operations		50,472			(53,691	)		58,110
Loss from discontinued operations		(21,168	)		(11,603	)		(7,258	)
Net income (loss)	$	29,304		$	(65,294	)	$	50,852
Earnings (loss) per common share - Basic:
Continuing operations	$	0.44		$	(0.47	)	$	0.49
Discontinued operations		(0.19	)		(0.10	)		(0.06	)
Net income	$	0.26		$	(0.57	)	$	0.43
Earnings (loss) per common share - Diluted:
Continuing operations	$	0.44		$	(0.47	)	$	0.49
Discontinued operations		(0.18	)		(0.10	)		(0.06	)
Net income	$	0.26		$	(0.57	)	$	0.43
Weighted average number of common
shares outstanding:
Basic		114,129			114,685			117,763
Diluted		115,064			114,685			118,455

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

5

Omnicare, Inc. and Subsidiary Companies

(000s)

Unaudited

Condensed Consolidated Balance Sheets Information, GAAP Basis:

	March 31,		December 31,
	2011		2010
Assets:
Cash and cash equivalents, including restricted cash	$	454,103	$	496,506
Accounts receivable, net		1,028,166		1,013,492
Inventories		375,588		418,968
Total current assets		2,300,797		2,457,796
Properties and equipment, net		203,642		204,748
Goodwill		4,270,580		4,264,058
Total noncurrent assets		4,888,135		4,905,617
Total assets		7,188,932		7,363,413
Liabilities and Stockholders Equity:
Total current liabilities		513,252		594,615
Long-term debt, notes and convertible debentures		1,986,907		2,106,758
Total noncurrent liabilities		2,864,031		2,952,854
Total liabilities		3,377,283		3,547,469
Stockholders' equity		3,811,649		3,815,944
Total liabilities and stockholders' equity		7,188,932		7,363,413

Condensed Consolidated Statement of Cash Flows Information, GAAP Basis:

	Three months ended
	March 31, 2011
Cash flows from operating activities:
Net income	$	29,304
Loss from discontinued operations		21,168
Adjustments to reconcile net income to net cash
flows from operating activities		93,454
Net cash flows from operating activities of continuing operations		143,926
Net cash flows from operating activities of discontinued operations		449
Net cash flows from operating activities		144,375
Cash flows from investing activities:
Net cash flows used in investing activities of continuing operations		(19,230	)
Net cash flows used in investing activities of discontinued operations		(373	)
Net cash flows used in investing activities		(19,603	)
Cash flows from financing activities:
Net cash flows (used in) financing activities of continuing operations		(168,268	)
Net decrease in cash and cash equivalents		(43,496	)
Less increase in cash and cash equivalents of discontinued operations		76
Decrease in cash and cash equivalents of continuing operations	$	(43,572	)

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

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Omnicare, Inc. and Subsidiary Companies

Reconciliation Statement and Definitions, Non-GAAP Basis (a)

(000s, except per share amounts)

Unaudited

	Three months ended
	March 31,			March 31,
	2011			2010
Adjusted earnings per share ("EPS") from continuing operations:
Diluted earnings per share from continuing operations	$	0.44		$	0.49
Special items: (a)
Settlement, litigation and other related charges		0.03			0.03
Amortization of discount on convertible notes		0.03			0.04
Other miscellaneous charges, net		0.02			0.03
Total - Special items		0.08			0.10
Adjusted diluted earnings per share from continuing operations	$	0.52		$	0.59
	Three months ended
	March 31,			March 31,
		2011			2010
Adjusted earnings before interest, income taxes, depreciation
and amortization ("EBITDA") from continuing operations:
EBIT from continuing operations	$	114,470		$	126,429
Depreciation and amortization expense		31,814			35,438
Amortization of discount on convertible notes		(5,873	)		(7,331	)
EBITDA from continuing operations		140,411			154,536
Special items		7,902			10,431
Adjusted EBITDA from continuing operations	$	148,313		$	164,967
EBITDA from continuing operations to net cash flows from
operating activities:
EBITDA from continuing operations	$	140,411		$	154,536
(Subtract)/Add:
Interest expense, net of investment income		(28,509	)		(26,944	)
Income tax provision		(29,616	)		(34,044	)
Debt redemption costs		(1,079	)		-
Changes in assets and liabilities, net of effects from
acquisition and divestiture of businesses		62,719			24,145
Net cash flows from operating activities of continuing operations		143,926			117,693
Net cash flows from operating activities of discontinued operations		449			324
Net cash flows from operating activities	$	144,375		$	118,017

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

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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, 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 item charges of approximately $15 million and $19 million in the three months ended March 31, 2011 and 2010, respectively.  Additional information regarding the special item charges follows:

(i).   Operating income includes settlement, litigation and other related charges (including related professional expenses) for resolution of certain regulatory matters with various states and regulatory agencies, as well as costs associated with certain large customer disputes, purported class and derivative actions against the Company, and settlement of the investigation by the United States Attorney’s Office, District of Massachusetts (in the 2010 period).  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 items recognized.

(ii).   Financial results from continuing operations for the three months ended March 31, 2011 and 2010 included the following special item charges which are included in the cost of sales, other miscellaneous charges and interest expense captions of the income statement:

i.   Operating income for the three months ended March 31, 2011 and 2010 included acquisition and other related costs of approximately $1.9 million and $0.2 million, respectively.  These expenses were primarily related to professional fees and acquisition related restructuring costs for 2011 and 2010 acquisitions, offset by reductions in the Company's original estimate of contingent consideration payable for acquisitions in the 2010 period.

ii.   Financial results from continuing operations for the three months ended March 31, 2011 includes charges of approximately $1.1 million for net debt redemption costs related to the early redemption of $125 million of 6.125% Senior Subordinated Notes, due 2013.

iii.   Operating income includes restructuring and other related charges of approximately $3.5 million for the three months ended March 31, 2010 in connection with the "Omnicare Full Potential" Plan.

iv.   For the three months ended March 31, 2010, operating income includes a special charge of approximately $1.2 million for additional costs (net of recoveries) precipitated by the quality control, product recall and fire issues at one of the Company's repackaging locations ("Repack Matters").

v.   Operating income includes charges of approximately $1.3 million for the three months ended March 31, 2010 relating to the accounting for share-based payments, which primarily relates to non-cash stock option expense.

(iii).   The Company recorded non-cash interest expense from the amortization of debt discount on its convertible notes of approximately $6 million and $7 million in the three months ended March 31, 2011 and 2010, respectively.

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Omnicare, Inc. and Subsidiary Companies

Footnotes and Definitions to Financial Information

(000s, except per share amounts and unless otherwise stated)

Unaudited

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 as it has determined that the CRO Services business in no longer a good strategic fit within the Company’s portfolio of assets.  For the three months ended March 31, 2011, CRO Services recorded an impairment loss to reduce the carrying value of the CRO Services operations to fair value as of March 31, 2011.  The results from operations for all periods presented have been revised to reflect the results of the disposal group and CRO Services as discontinued operations, including certain expenses of the Company related to the divestitures.

Definitions:

GAAP:

Amounts that conform with U.S. Generally Accepted Accounting Principles (“GAAP”).

Non-GAAP:

Amounts that do not conform with U.S. GAAP.

Earnings Per Share:

EPS (basic EPS; special items, net of taxes; adjusted basic EPS; diluted EPS; and adjusted diluted EPS) is reported independently for each amount presented.  Accordingly, the sum of the individual amounts may not necessarily equal the separately calculated amounts for the corresponding period.

EBIT:

EBIT represents earnings before interest expense (net of investment income) and income taxes.

EBITDA:

EBITDA represents earnings before interest expense (net of investment income), income taxes, depreciation and amortization.  Omnicare uses EBITDA primarily as an indicator of the Company’s ability to service its debt, and believes that certain investors find EBITDA to be a useful financial measure for the same purpose.  EBITDA does not represent net cash flows from operating activities, as defined by U.S. GAAP, and should not be considered as a substitute for operating cash flows as a measure of liquidity.  Omnicare’s calculation of EBITDA may differ from the calculation of EBITDA by others.  Certain special items must be added back to (or deducted from) EBITDA and/or Adjusted EBITDA to avoid “double-counting” in the Company’s calculation of EBITDA.

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EX-99.2

First Quarter 2011
Financial Results

Supplemental Slides

Exhibit 99.2

Forward-Looking Statements

Except for historical information discussed, the statements made today and
listed within the following presentation slides 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 the date this
presentation was originally given. 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.
Additionally, all amounts are presented on a continuing operations basis,
unless otherwise stated.

2

Table of Contents

First Quarter 2011 Highlights…………………………………………..……..

Operating Metrics - Script Data……………………………………………….

Operating Metrics - Bed Data…………………………………………………

Adjusted Gross Profit………………...…………………………………..…...

Adjusted Net Income………………………………………………..…………

Cash Flows………………………………………………………………..……

Cash Deployment……….………..……………………………………………

Capital Structure……………………………………………………………….

2011 Guidance………..…...…………………………………………………..

Longer-Term Targets………………………………………………….....……

Appendix……………………………………………………………….………..

Working Capital Management………………………………………………..

Selected Branded Drug Patent Expirations…………………………….......

Regulatory Environment…………………………….…………………………

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First Quarter 2011 Highlights

•Scripts increased 1.5% over 1Q10; sequential scripts slightly lower due to
fewer days in the period

–Utilization increased sequentially while census was stable

–Generic dispensing rate increased120 basis points sequentially

•Qtr. ending number of beds served(1) up 4,000 sequentially

–Patient assistance programs up 9,000; Long Term Care beds 4,000 lower

–9,000 organic net bed loss in Long Term Care, excluding acquisitions, was
favorable to 4Q10 organic loss of 16,000

•Gross profit slightly higher sequentially to $337.9M and gross margin
increased 20 bps on relatively even sales

•Adjusted EPS(2) of $0.52 as compared to 4Q10 of $0.54 and 1Q10 of $0.59

•Operating cash flows from continuing operations up 44.3% sequentially,
22.3% year-over-year to $143.9M, benefiting from lower inventory than at
year end

•$32.4 million returned to shareholders by share repurchases and dividends

4

(1)Includes patients served under patient assistance programs

(2)Excludes special items. A reconciliation of 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.

Operating Metrics
Script Data

5

(1)Excludes scripts dispensed in Omnicare’s specialty businesses and other non-institutional settings.

(2)Generic prescriptions dispensed as a percentage of institutional pharmacy scripts.

•Scripts up 1.5% as compared with 1Q10 as
the result of increased utilization

•Sequentially, scripts were 0.3% lowerdue
to fewer days in 1Q11 vs. 4Q10

•Census was relatively even with 4Q10

•Generic dispensing rate climbed 120 bps
sequentially to 77.4% due largely to
conversion of branded Aricept to generic
Donepezil

Operating Metrics
Bed Data

6

(1)Beds reported as capacity in institutional settings and unique patients serviced in non-institutionalsettings (clinic, retail, hospice)

(2)PAP programs served by Omnicare’s specialty pharmacy business.

•Organic additions increased compared to 4Q10.Overall additions lower
sequentially due to decline in beds added by acquisitions on a sequential basis

•11.5% sequential improvement in bed losses, 50 bps sequential improvement in
customer retention rate to 92.4%

•Beds added by acquisition:

•1Q11 - 3,000

•4Q10 - 12,000

•1Q10 - 3,000

Adjusted Gross Profit (1)

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(1)Each amount is reported independently. The sum of the individual amounts may not equal the sum of the separately presented amounts due to rounding.

(2)Excludes special items. A reconciliation of 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.

(3)Includes all scripts dispensed in the Company’s Pharmacy Services.

Adjusted Net Income (1),(2)

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(1)All numbers shown exclude special items and discontinued operations. A reconciliation of 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.

(2)Each amount is reported independently. The sum of the individual amounts may not equal the sum of the separately presented amounts due to rounding.

(3)The 4Q 2010 period has been computed using basic weighted average shares outstanding due to the GAAP net loss incurred in the period.

Cash Flows(1)

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•Sequential increase in operating cash flow reflects decreases in working capital (primarily driven by a decrease
in inventory levels and a decrease in DSOs of approximately 2 days)

(1)Each amount is reported independently.The sum of individual amounts may not equal the sum of the separately presented amounts due to rounding.

Cash Deployment

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(1)During the first quarter of 2011, Omnicare repurchased $125 million of 6.125% senior subordinated notes due 2013. During the first quarter of 2010,
Omnicare repurchased $75 million of senior term A loans due 2010.

(2)Cumulative % Returned = (Dividends Paid + Share Repurchases) / 12/31/10 Market Capitalization of $2,961.0 million.

•Repurchased an additional 1.0
million shares ($28.7 million) during
1Q11 (in addition to 4.4 million
shares repurchased in 2010)

•$68.4 million of authorization
remaining under current share
repurchase program as of Mar. 31,
2011.

•1Q11 dividend of $0.0325 per
share

(1)Assumes convertible debentures due 2035 are put to the company in 2015 with related tax recapture included and debt
amounts shown are exclusive of unamortized debt discount.

Capital Structure

Recent capital restructuring initiatives have extended maturities,

providing more flexibility for capital allocation strategies

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2011 Guidance

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(1)Guidance provided on February 24, 2011

(2)Guidance provided on April 28, 2011.

(3)Excludes special items and discontinued operations.

	Previous Guidance (1)	Current Guidance (2)
•Revenues	$6.0B to $6.1B	$6.0B to $6.1B
•Adjusted Diluted EPS (3)	$2.05 to $2.15	$2.05 to $2.15
•Cash Flow from Operations (3)	$375M to $425M	$375M to $425M

Reaffirming full-year earnings per diluted share guidance(1) of $2.05 to $2.15(3)

with stronger financial performance expected in the 2nd half of the year

Longer-Term Targets (1)

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We believe investments made in 2011 will position the
company to begin achieving some of these targets in 2012

(1)Not intended to represent expectations for any given year.

(2)Board approval required for share repurchases and/or dividends. The number could vary by year based on available acquisitions and capital
expenditure plans.

	Target
•Adjusted Diluted EPS	Double digit three-year CAGR for the year ending 2013
•Cash Flow from Operations	$450 million annually
•Capital Returned to Shareholders	Approximately 25% per year (2)
•Capital Structure	Focus on continued debt reduction, management of maturity schedules

Appendix

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15

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

(2)Drugs already launched shown in gray and italics

1Q 2011	2Q-4Q 2011	FY 2012
Lotrel	Aromasin	Actos
Rythymol SR	Concerta	Diovan
Vfend	Fazaclo	Geodon
Tricor	Femara	Invega
Xalatan	Ferrlecit	Lexapro
Neurontin	Gabitril	Lidoderm
	Levaquin	Plavix
	Lipitor	Seroquel
	Nasacort AQ	Singulair
	Primaxin	Xopenex
	Uroxatrol
	Zyprexa

Selected Branded Drug Patent Expirations (1),(2)

Regulatory Environment
Current Issues

•Short-cycle dispensing

–Final rule issued on April 4, 2011, requiring 14-day dispensing for branded drugs
dispensed under Medicare Part D beginning January 1, 2013

–Pertains only to SNFs (assisted living and other chronic care facilities excluded)

–Oral solids only (exclusion of liquids, creams, gels, ointments, etc.)

–Expected to result in an additional 2.3 million scripts dispensed

•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)

–Could potentially impact some Medicaid reimbursement, facility pricing

–Nearly all 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 negative to Omnicare beginning in 2013

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Anticipate small negative to Omnicare in 2011

First Quarter 2011
Financial Results

Supplemental Slides