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): November 10, 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 Credit Suisse 20th Annual Healthcare Conference in Phoenix, Arizona on November 10, 2011.  As part of this conference, representatives of Omnicare will make a presentation on November 10, 2010 at 10:30 a.m. MT (12:30 p.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 November 10, 2011 presentation at the Credit Suisse 20th Annual 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 President and Chief Financial Officer

Dated:  November 10, 2011

INDEX TO EXHIBITS

Exhibit Number                    Description of Exhibit

  99.1 Slide presentation of Omnicare, Inc. used in connection with the Company’s November 10, 2011 presentation at the Credit Suisse 20th Annual Healthcare Conference.

EX-99.1

Credit Suisse 20th Annual Healthcare
Conference

November 10, 2011

Forward-Looking Statements

Forward-looking Statements

Certain of the statements made today and listed within the following presentation slides are 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 in this presentation.Such forward-looking statements 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. 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 in 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.

Important Additional Information

On September 7, 2011, Philadelphia Acquisition Sub, Inc. ("Purchaser"), a wholly owned subsidiary of Omnicare, Inc. ("Omnicare"), commenced a tender offer to
purchase all issued and outstanding shares of common stock, par value $0.01 per share (together with the associated preferred share purchase rights, the
"Shares") of PharMerica Corporation ("PharMerica") at a price of $15.00 per Share, net to the seller in cash, without interest and subject to any required
withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal (which, together with
any amendments or supplements thereto, constitute the "Offer").  The Offer is scheduled to expire at 5:00 p.m., New York City time, on December 2, 2011,
unless extended.  If the Offer is extended, Omnicare will issue a press release announcing the extension no later than 9:00 a.m., New York City time, on the next
business day following the date the Offer was scheduled to expire.  The Offer is conditioned on, among other things, there being validly tendered and not
withdrawn at least a majority of the total number of Shares outstanding on a fully diluted basis, the board of directors of PharMerica redeeming or invalidating its
"poison pill" stockholder rights plan, receipt of regulatory approvals and other customary closing conditions as described in the Offer to Purchase. The Offer is
not subject to any financing contingencies.

This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. The Offer is being made pursuant to a tender offer
statement on Schedule TO (including the Offer to Purchase, Letter of Transmittal and other related tender offer materials) that was filed on September 7, 2011
by Omnicare and Purchaser with the SEC.  These materials, as they may be amended from time to time, contain important information, including the terms and
conditions of the Offer, that should be read carefully before any decision is made with respect to the Offer.  Investors and security holders of PharMerica are able
to obtain free copies of these documents and other documents filed with the SEC by Omnicare through the web site maintained by the SEC at
http://www.sec.gov or by directing a request to the Corporate Secretary of Omnicare, Inc., 100 East RiverCenter Boulevard, Suite 1600, Covington, Kentucky
41011.  Free copies of any such documents can also be obtained by directing a request to Omnicare's information agent, D.F. King & Co., Inc., by phone at
(212) 269-5550 or toll-free at (800) 769-7666 or by email at info@dfking.com.

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Omnicare Today

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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

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Operating Objectives

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Transitioning to an Operations-Driven Company
Focus on Three Core Operating Objectives

•Establish consistent organic growth in our
Long-Term Care Group

•Reposition Specialty Care Group for an
elevated level of growth

•Create more standardization across the
company

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Transitioning to an Operations-Driven Company
Establishing Consistent Organic Growth in LTC

•Focus on customer retention

–Revamp corporate culture, increase employee engagement

–Align incentive programs with customer service to improve retention

–Reshape the organization to bring it closer to the customer

–Organization-wide focus on the customer

–Objective is to a achieve 95% customer retention rate

•Investments being made to accelerate sales results

–Reorganization of sales force - improve coordination of selling process

–Investments in sales tools, training programs

–Deploy resources in attractive markets

–Refine go-to-market message

7

Omnicare is further along with efforts to improve service delivery,

with sales and marketing investments now underway

3Q11 YTD net organic bed loss is 49.5% lower than 3Q10 YTD

Transitioning to an Operations-Driven Company
Establishing Consistent Organic Growth in LTC

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43.2%
better than
2010

Transitioning to an Operations-Driven Company
Repositioning Specialty Care Group for Elevated Growth

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Transitioning to an Operations-Driven Company
Repositioning Specialty Care Group for Elevated Growth

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

•Continued improvements to the organizational structure

–Investments made in manufacturer-focused sales organization

–Platform-specific experts added to expand breadth of knowledge

•Expanding into other specialty-focused platforms

•Penetrating additional disease states in specialty pharmacy platform

–Primary disease states currently multiple sclerosis and oncology

•Leveraging long-term care business to create new opportunities

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

(1)Quarterly revenues based on fourth quarter 2009 results for Advanced Care Scripts, RxCrossroads and excelleRx
(as compared with third-quarter 2009 results)

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Transitioning to an Operations-Driven Company
Creating More Standardization

•Technological advancements

–On-site medication availability technology
(pilot)

•Establish benchmarks

–Performance targets drives greater
efficiencies

–Six Sigma quality standards

•Strategic Sourcing

–Leverage assets to maximize efficiencies

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Acquisition Program
Opportunities to Leverage Scale

12

•Omnicare’s scalable platform makes LTC acquisitions attractive

•Leverage synergies through direct purchasing of generics

•Utilize hub-and-spoke network and automation/technology platforms

•Improvements in customer retention efforts lowers customer attrition risk

•Acquisitions approached in disciplined manner with early involvement of
operators

•PharMerica proposal

•Believe PharMerica to be an excellent fit

•Believe outstanding offer to be a compelling value for PharMerica investors

•Consistent with the country’s ongoing efforts to lower healthcare costs

•Also considering acquisitions to fill-out the specialty care portfolio

Evaluating acquisition opportunities in Long-Term Care and Specialty Care

Industry Outlook

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Demographic Trends
Aging Population Shaping US Healthcare System

•Life expectancy continues to lengthen

Source: U.S. Census Bureau

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Persons over age 85 more likely to reside in a skilled nursing facility

Pharmaceutical Market
Trends

•Development and utilization of specialty drugs increasing

•Major market shift to generic drugs

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Pharmaceutical Market Share(1) by Drug Type

Conventional
Drugs, 72%

Other, 19%

(1)Source: EvaluatePharma

Brand to Generic Drugs
Increasing Utilization of Generics

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

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Generic dispensing rate has increased every quarter since 2006

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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Lowers sales but stronger gross profit margin and dollars over time

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

(2)Drugs already launched shown in gray and italics

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

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

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Regulatory Outlook

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Regulatory Environment
Current Issues

•Short-cycle dispensing

–Requires dispensing branded drugs bi-weekly, for oral-solids only, to Part D beneficiaries in
skilled nursing facilities

–Delayed effective date to 1/1/13, reducing impact as more generics enter the market

•AMP-Based Federal Upper Limits (FUL)

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

–Effective 10/1/10, although partial draft FUL lists have only recently been published

–Applies to reimbursement on multi-sourced generics for certain payors

–Omnicare has significantly reduced its exposed by restructuring contracts

–Omnicare believes draft AMP-based FUL’s are highly inconsistent and contain multiple
errors

–No timetable for implementation has been issued

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Anticipate small negative to Omnicare in 2013;

we believe we are best positioned among peers

Negative impact to Omnicare expected

Regulatory Environment
Current Issues

•Consultant pharmacist separation
(consideration only)

–Separation of consultant pharmacist from
the long-term care pharmacy

–CMS believes this model would lower
prescriptions

–Omnicare anticipates higher overall
healthcare costs due to inefficient model

•Reduces coordination of care efficiencies

•New Jersey benchmark suggests that
utilization would increase in this proposed
model

Anticipate no material impact to Omnicare

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Financial Overview

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Third Quarter 2011 Highlights

•Gross profit increased 2.9% sequentially to $346.1M on 0.7% decrease in sales

–Gross margin sequentially higher by 79 bps to 22.4%, reflecting higher generic
dispensing rates

•Cash flows from continuing operations of $167.1M increased 22.1% sequentially
and 43.7% over 3Q10.

• Adjusted EBITDA(1) increased 7.5% sequentially to $157.2 million

•Adjusted EPS(1) of $0.54 as compared to 2Q11 of $0.50 and 3Q10 of $0.53

•Scripts flat versus 3Q10; 0.7% lower than 2Q11

–Utilization weaker, consistent with industry

–Generic dispensing rate increased 60 basis points sequentially

•Qtr. ending number of beds/patient assistance program (PAP) patients up 2,000
sequentially

–Beds 10,000 higher; PAP patients down 8,000

–Net organic bed loss of 8,000 decreased 27.3% from 2Q11 organic net bed loss of
11,000, and decreased 46.7% from 3Q10 organic net bed loss of 15,000

•$54.6 million returned to shareholders through share repurchases and dividends

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(1)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.

(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
Four Quarter Progression (in $ millions, except per share data)

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Focus on Cash Flow

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•17.5% cash flow from operations yield based on current market
capitalization(2)

Quarterly Cash Flows from Continuing Operations(1) 2011 vs. 2010 (in $ millions)

(1)Excludes discontinued operations.

(2)As of the close of trading on 10/31/2011

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(1)Through the first nine months of 2011, Omnicare repurchased $200 million of 6.125% senior subordinated notes due 2013 and $425 million of 6.875%
senior subordinated notes dues 2015. During the first nine months of 2010, Omnicare repurchased $125 million of senior term A loans due 2010 and $225
million of 6.75% senior subordinated notes due 2013.

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

•Repurchased an additional 1.8 million
shares ($50.1 million) during 3Q11 (in
addition to 2.3 million shares
repurchased through 2Q11 and 4.4
million repurchased in 2010)

•$78.9 million of authorizationremaining
under current share repurchase program
as of September 30, 2011.

•3Q11 dividend of $0.04 per share

•Higher CapEx from technology
investment

(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

Goal is to spread out maturities to limit refinancing risk

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Omnicare’s Fundamental Value Drivers

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Credit Suisse 20th Annual Healthcare
Conference

November 10, 2011