DEI_Document
DEI Document (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Jan. 31, 2015 | Jun. 30, 2014 | |
Entity Registrant Name | OMNICARE INC | ||
Entity Central Index Key | 353230 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | FALSE | ||
Entity Common Stock, Shares Outstanding | 97,115,225 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $6,481,011,021 |
CONSOLIDATED_STATEMENTS_OF_INC
CONSOLIDATED STATEMENTS OF INCOME UNAUDITED (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement [Abstract] | |||
Net sales | $6,417,615 | $6,013,398 | $5,878,464 |
Cost of sales | 4,999,071 | 4,592,536 | 4,483,042 |
Gross profit | 1,418,544 | 1,420,862 | 1,395,422 |
Selling, General and Administrative Expense | 724,700 | 756,180 | 772,004 |
Provision for Doubtful Accounts | 84,460 | 99,561 | 97,995 |
Settlement, litigation and other related charges | 42,818 | 167,465 | 49,375 |
Other miscellaneous charges | 139,253 | 99,802 | 65,713 |
Operating income | 427,313 | 297,854 | 410,335 |
Interest expense net of investment income | -129,947 | -123,870 | -135,103 |
Income from continuing operations before income taxes | 297,366 | 173,984 | 275,232 |
Income tax expense | 113,154 | 89,092 | 103,289 |
Income from continuing operations | 184,212 | 84,892 | 171,943 |
Loss from discontinued operations | -39,685 | -128,324 | 22,931 |
Net income (loss) | 144,527 | -43,432 | 194,874 |
Earnings (loss) per common share - Basic: | |||
Basic earnings per share, continuing operations (per share) | $1.89 | $0.83 | $1.57 |
Discontinued operations | ($0.41) | ($1.26) | $0.21 |
Net income | $1.48 | ($0.43) | $1.78 |
Earnings (loss) per common share - Diluted: | |||
Diluted earnings per share, continuing operations plus assumed conversions (per share) | $1.74 | $0.78 | $1.52 |
Diluted earnings per share, discontinued operations (per share) | ($0.37) | ($1.17) | $0.20 |
Net income | $1.36 | ($0.39) | $1.73 |
Weighted average number of common shares outstanding: | |||
Common shares (in shares) | 97,524 | 102,080 | 109,531 |
Diluted shares (in shares) | 106,228 | 109,449 | 112,988 |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Cumulative translation adjustment | 0 | 0 | 1,384 |
Unrealized appreciation in fair value of investments | 402 | -274 | -151 |
Amortization of pension benefit gain and actuarial loss | -686 | 553 | -1,363 |
Total other comprehensive income (loss), net of tax | -284 | 279 | -130 |
Comprehensive income (loss) | $144,243 | ($43,153) | $194,744 |
CONSOLIDATED_BALANCE_SHEETS_UN
CONSOLIDATED BALANCE SHEETS UNAUDITED (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $153,799 | $356,001 |
Accounts receivable, less allowances of $201,875 (2013-$202,602) | 578,761 | 695,684 |
Inventory, Net | 519,584 | 512,418 |
Deferred Tax Assets, Net of Valuation Allowance, Current | 59,200 | 135,094 |
Other current assets | 287,560 | 265,536 |
Assets of Disposal Group, Including Discontinued Operation, Current | 0 | 49,995 |
Total current assets | 1,598,904 | 2,014,728 |
Properties and equipment, at cost less accumulated depreciation of $332,684 (2013-$263,603) | 267,753 | 305,888 |
Goodwill | 4,061,806 | 4,057,456 |
Identifiable intangible assets, less accumulated amortization of $257,283 (2013-$227,657) | 98,942 | 129,974 |
Other noncurrent assets | 80,385 | 96,722 |
Disposal Group, Including Discontinued Operation, Assets, Noncurrent | 0 | 87,078 |
Total noncurrent assets | 4,508,886 | 4,677,118 |
Total assets | 6,107,790 | 6,691,846 |
Current liabilities: | ||
Accounts payable | 219,358 | 181,022 |
Accrued employee compensation | 46,830 | 50,240 |
Debt, Current | 446,717 | 527,204 |
Other current liabilities | 154,726 | 355,845 |
Liabilities of Disposal Group, Including Discontinued Operation, Current | 0 | 18,846 |
Total current liabilities | 867,631 | 1,133,157 |
Long-term debt, notes and convertible debentures | 1,517,559 | 1,418,819 |
Deferred income tax liabilities | 936,247 | 1,012,733 |
Other noncurrent liabilities | 45,926 | 53,835 |
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent | 0 | 1,398 |
Total noncurrent liabilities | 2,499,732 | 2,486,785 |
Total liabilities | 3,367,363 | 3,619,942 |
Stockholders' equity: | ||
Preferred stock, no par value, 1,000,000 shares authorized, none issued and outstanding | 0 | 0 |
Common stock, $1 par value, 200,000,000 shares authorized, 138,425,862 shares issued (2013-134,623,736 shares issued) | 138,426 | 134,624 |
Paid in capital | 2,210,526 | 2,047,195 |
Retained earnings | 1,757,386 | 1,693,799 |
Treasury stock, at cost- 39,997,930 shares (2013-34,623,736 shares ) | -1,514,792 | -1,132,274 |
Accumulated other comprehensive income | -2,825 | -2,541 |
Total stockholders' equity | 2,588,721 | 2,740,803 |
Total liabilities and stockholders' equity | $6,107,790 | $6,691,846 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current Fiscal Year End Date | -19 | ||
Net income (loss) | $144,527 | ($43,432) | $194,874 |
Loss (income) from discontinued operations | 39,685 | 128,324 | -22,931 |
Adjustments to reconcile net income to net cash flows from operating activities: | |||
Depreciation expense | 58,036 | 56,013 | 49,048 |
Amortization expense | 74,258 | 76,947 | 79,489 |
Disposition of business | 805 | 39,245 | 0 |
Gains (Losses) on Extinguishment of Debt | 69,381 | 56,280 | 47,558 |
Deferred Income Tax Expense (Benefit) | 92,700 | 61,932 | 95,327 |
Asset impairment charges | 60,211 | 0 | 0 |
Changes in assets and liabilities, net of effects from acquisition and divestiture of businesses: | |||
Accounts receivable and unbilled receivables, net of provision for doubtful accounts | 58,685 | 77,441 | 74,220 |
Inventories | -7,001 | -138,028 | 38,066 |
Other current and noncurrent assets | -10,117 | 65,138 | 44,017 |
Accounts payable | 52,289 | -11,649 | -70,531 |
Accrued employee compensation | -2,412 | -19,856 | 12,895 |
Gale Settlement Payment | -120,000 | 0 | 0 |
Current and noncurrent liabilities | -19,320 | 131,159 | -7,403 |
Net cash flows from operating activities of continuing operations | 491,727 | 479,514 | 534,629 |
Net cash flows from operating activities of discontinued operations | 863 | -12,454 | 9,855 |
Net cash flows from operating activities | 492,590 | 467,060 | 544,484 |
Cash flows from investing activities: | |||
Acquisition of businesses, net of cash received | -1,613 | -3,895 | -34,873 |
Proceeds from Divestiture of Businesses | 71,194 | 11,658 | 19,207 |
Capital expenditures | -82,531 | -95,015 | -96,924 |
Payments to Acquire Marketable Securities | -365 | -25,018 | |
Proceeds from Sale and Maturity of Marketable Securities | 25,377 | ||
Other | 0 | 1,061 | 1,270 |
Net cash flows used in investing activities of continuing operations | 12,427 | -86,556 | -136,338 |
Net cash flows used in investing activities of discontinued operations | -863 | -1,007 | -2,996 |
Net cash flows used in investing activities | 11,564 | -87,563 | -139,334 |
Cash flows from financing activities: | |||
Payments on Term A loan | -20,938 | -21,250 | -24,688 |
Proceeds from long term borrowings and obligations | 717,500 | 0 | 425,000 |
Payments on long-term borrowings and obligations | -1,067,707 | -192,322 | -453,573 |
Option indexed to issuers equity cash paid | 0 | 0 | -48,126 |
Fees paid for financing arrangements | -8,913 | -5,660 | -7,566 |
Increase (decrease) in cash overdraft balance | -16,360 | 473 | -14,927 |
Payments for Omnicare common stock repurchase (Note 2) | -235,438 | -220,971 | -388,968 |
Proceeds (payments) for stock awards and exercise of stock options, net of stock tendered in payment | -2,251 | 15,819 | 24,951 |
Dividends paid | -80,298 | -62,928 | -45,214 |
Other | 8,049 | 5,262 | 1,912 |
Net Cash Provided by (Used in) Financing Activities, Continuing Operations | -706,356 | -481,577 | -531,199 |
Cash Provided by (Used in) Financing Activities, Discontinued Operations | 0 | 3,868 | 0 |
Net cash flows used in financing activities | -706,356 | -477,709 | -531,199 |
Net increase (decrease) in cash and cash equivalents | -202,202 | -98,212 | -126,049 |
Less increase in cash and cash equivalents of discontinued operations | 0 | -9,593 | 6,859 |
Increase (decrease) in cash and cash equivalents of continuing operations | -202,202 | -88,619 | -132,908 |
Cash and cash equivalents at beginning of period | 356,001 | 444,620 | 577,528 |
Cash and cash equivalents at end of period | $153,799 | $356,001 | $444,620 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Dec. 31, 2011 | $3,795,436,000 | $131,757,000 | $2,488,941,000 | $1,651,829,000 | ($484,123,000) | $7,032,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Dividends, Common Stock, Cash | -45,214,000 | 0 | 0 | -45,214,000 | 0 | 0 |
Stocks Acquired Issued For Benefit Plans | 39,000 | 0 | 0 | 0 | 39,000 | 0 |
Stock Issued During Period Value Stock Options Exercised Net Of Amortization Forfeitures | 51,156,000 | 1,295,000 | 50,093,000 | 0 | -232,000 | 0 |
Treasury Stock, Value, Acquired, Cost Method | -339,117,000 | 0 | 0 | 0 | -339,117,000 | 0 |
Translation adjustment recorde as loss on sales of CRO | -9,722,000 | -9,722,000 | ||||
Stockholders' Equity, Other | -48,126,000 | 0 | -48,126,000 | 0 | 0 | 0 |
Forward Contract Indexed to Issuer's Equity, Redeemable Stock, Redemption Requirements, Amount | -50,000,000 | 0 | -50,000,000 | 0 | 0 | 0 |
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | 11,062,000 | 451,000 | 33,608,000 | -414,000 | -22,583,000 | 0 |
Stock Issued During Period, Value, Conversion of Convertible Securities | 0 | |||||
APIC impact of debt exchanged/converted | -54,546,000 | -54,546,000 | 0 | 0 | 0 | |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 194,874,000 | 0 | 0 | 194,874,000 | 0 | 0 |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | -130,000 | 0 | 0 | 0 | 0 | -130,000 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest CLONE at Dec. 31, 2012 | 3,505,712,000 | 133,503,000 | 2,419,970,000 | 1,801,075,000 | -846,016,000 | -2,820,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Dividends, Common Stock, Cash | -62,928,000 | 0 | 0 | -62,928,000 | 0 | 0 |
Stocks Acquired Issued For Benefit Plans | 57,000 | 0 | 0 | 0 | 57,000 | 0 |
Stock Issued During Period Value Stock Options Exercised Net Of Amortization Forfeitures | 22,765,000 | 744,000 | 22,088,000 | 0 | -67,000 | 0 |
Treasury Stock, Value, Acquired, Cost Method | -220,971,000 | 0 | 0 | 0 | -220,971,000 | 0 |
Translation adjustment recorde as loss on sales of CRO | 0 | 0 | 0 | 0 | ||
Forward Contract Indexed to Issuer's Equity, Redeemable Stock, Redemption Requirements, Amount | 0 | 0 | 50,000,000 | 0 | -50,000,000 | 0 |
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | 14,032,000 | 376,000 | 29,849,000 | -916,000 | -15,277,000 | 0 |
Stock Issued During Period, Value, Conversion of Convertible Securities | -1,000 | |||||
APIC impact of debt exchanged/converted | 143,610,000 | 143,611,000 | 0 | 0 | 0 | |
Temporary Equity, Carrying Amount, Period Increase (Decrease) | -331,101,000 | 0 | -331,101,000 | 0 | 0 | 0 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | -43,432,000 | 0 | 0 | -43,432,000 | 0 | 0 |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 279,000 | 0 | 0 | 0 | 0 | 279,000 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest CLONE at Dec. 31, 2013 | 2,740,803,000 | 134,624,000 | 2,047,195,000 | 1,693,799,000 | -1,132,274,000 | -2,541,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Dividends, Common Stock, Cash | -80,297,000 | 0 | 0 | -80,297,000 | 0 | 0 |
Stock Issued During Period Value Stock Options Exercised Net Of Amortization Forfeitures | 14,473,000 | 312,000 | 13,883,000 | 0 | 278,000 | 0 |
Treasury Stock, Value, Acquired, Cost Method | -220,438,000 | 0 | 0 | 0 | -220,438,000 | 0 |
Adjustments to Additional Paid in Capital; Equity Component of Capped Call Transaction | 0 | 0 | 139,794,000 | 0 | -139,794,000 | 0 |
Forward Contract Indexed to Issuer's Equity, Redeemable Stock, Redemption Requirements, Amount | -15,000,000 | 0 | -15,000,000 | 0 | 0 | 0 |
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | 13,524,000 | 269,000 | 36,462,000 | -643,000 | -22,564,000 | 0 |
Stock Issued During Period, Value, Conversion of Convertible Securities | -3,221,000 | |||||
APIC impact of debt exchanged/converted | 187,983,000 | 191,204,000 | 0 | 0 | 0 | |
Temporary Equity, Carrying Amount, Period Increase (Decrease) | 179,396,000 | 0 | 179,396,000 | 0 | 0 | 0 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 144,527,000 | 0 | 0 | 144,527,000 | 0 | 0 |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | -284,000 | 0 | 0 | 0 | 0 | -284,000 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest CLONE at Dec. 31, 2014 | $2,588,721,000 | $138,426,000 | $2,210,526,000 | $1,757,386,000 | ($1,514,792,000) | ($2,825,000) |
Balance_sheet_parenthetical_ta
Balance sheet parenthetical tags (Parentheticals) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Allowance for doubtful accounts | $201,875,000 | $202,602,000 | |
PP&E Accumulated Depreciation | 332,684,000 | 263,603,000 | |
Intangible Asset Accumulated Amortization | 257,283,000 | 227,657,000 | |
Preferred stock, par value | $0 | $0 | |
Preferred stock, par value | 0 | 0 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock, par value | $1 | $1 | |
Common stock, shares authorized | 200,000,000 | 200,000,000 | |
Common stock, shares issued | 138,425,862 | 134,623,736 | |
Treasury Stock | 39,997,930 | 34,013,923 | |
Treasury Stock | 1,514,792,000 | 1,132,274,000 | |
Dividends Paid | $0.82 | $0.62 | $0.42 |
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 12,000,000 | 12,000,000 | |
Notes, Loans and Financing Receivable, Gross, Current | 52,000,000 | 52,000,000 | |
Allowance for Notes, Loans and Financing Receivable, Current | 13,000,000 | ||
7.75% Senior Subordinated Notes, Due 2020 [Member] | |||
Amortization of Financing Costs | $1,000,000 | $1,000,000 | $1,000,000 |
Significant_Accounting_Policie
Significant Accounting Policies (Notes) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Accounting Policies [Abstract] | ||||||||||||
Significant Accounting Policies | Description of Business | |||||||||||
Omnicare, Inc. (“Omnicare” or the “Company”) is a leading healthcare services company that specializes in the management of complex pharmaceutical care. The Company operates two primary businesses, Long-Term Care Group (“LTC”) and Specialty Care Group (“SCG”), each serving different customer populations but sharing a common objective: advancing health outcomes at the lowest possible cost. Through LTC, Omnicare is the nation’s largest provider of pharmaceuticals and related pharmacy and ancillary services to long-term care facilities as well as chronic care facilities and other settings. Through SCG, Omnicare provides specialty pharmacy and commercialization services for the biopharmaceutical industry. Omnicare leverages its specialized clinical capabilities and innovative technology solutions across both businesses as key components of the value Omnicare believes it provides to its customers. Additional information about the Company’s reportable segments is presented at “Note 19 - Segment Information”. | ||||||||||||
In 2013, the Company’s end-of-life hospice pharmacy business (“Hospice”) as well as certain retail operations (“Retail”) qualified for discontinued operations treatment. Each of these businesses was disposed of in 2014. The results of operations for all periods presented reflect the results of these businesses, including related expenses, as discontinued operations. See “Note 3 - Discontinued Operations”. | ||||||||||||
Principles of Consolidation | ||||||||||||
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. Omnicare consolidates entities in which the Company is the primary beneficiary in accordance with guidance regarding the consolidation of variable interest entities. All significant intercompany accounts and transactions have been eliminated in consolidation. | ||||||||||||
Use of Estimates in the Preparation of Financial Statements | ||||||||||||
The preparation of the Company’s consolidated financial statements in accordance with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities and stockholders’ equity at the date of the financial statements, the reported amounts of revenues and expenses during the reporting periods and amounts reported in the accompanying notes to consolidated financial statements. Significant estimates underlying the accompanying consolidated financial statements include the allowance for doubtful accounts and contractual allowance reserve; the net carrying value of inventories; acquisition-related accounting, including goodwill and other indefinite-lived intangible assets, and the related impairment assessments; accruals pursuant to the Company’s restructuring initiatives; stock-based compensation; various other operating allowances and accruals (including employee health, workers’ compensation, property and casualty insurance accruals and related assumptions); fair value determinations; accruals related to pending litigation; and current and deferred tax assets, liabilities and provisions. Actual results could differ from those estimates depending upon the resolution of certain risks and uncertainties. | ||||||||||||
Potential risks and uncertainties, many of which are beyond the control of Omnicare, include, but are not necessarily limited to, such factors as overall economic, financial and business conditions; delays and reductions in reimbursement by the government and other payors to Omnicare or its customers; the overall financial condition of Omnicare’s customers; the effect of new government regulations, executive orders and legislative initiatives, including those relating to reimbursement and drug pricing policies, and changes in the interpretation and application of such policies; efforts by payors to control costs; the outcome of pending and future legal and contractual disputes and litigation; the outcome of audit, compliance, administrative or investigatory reviews, including governmental and regulatory inquiries; other contingent liabilities; the ability to identify, finance and consummate acquisitions on favorable terms and the successful integration of acquired companies; the ability to successfully complete planned divestitures; changes in international economic and political conditions; changes in interest rates; changes in the valuation of the Company’s financial instruments, including its interest rate swap agreements and other derivative instruments; changes in tax laws and regulations; access to capital and financing; the demand for Omnicare’s products and services; pricing and other competitive factors in the industry; changes in insurance claims experience and related assumptions; the outcome of the Company’s annual goodwill and other identifiable intangible assets impairment assessments; variations in costs or expenses; and changes in accounting rules and standards. | ||||||||||||
Reclassifications | ||||||||||||
Certain reclassifications of prior-year amounts have been made to conform with the current-year presentation, none of which were considered material to the Company’s financial statements taken as a whole. | ||||||||||||
Translation of Foreign Financial Statements | ||||||||||||
For the year ended December 31, 2012, assets and liabilities of the Company’s foreign operations were translated at the year-end rate of exchange, and the results of operations for the Company’s foreign operations were translated at average rates of exchange. Gains or losses from translating foreign currency financial statements were accumulated in a separate component of stockholders’ equity. Following the disposition of the Company’s Canadian pharmacy in the third quarter of 2012, the Company had no foreign operations and, as a result, no foreign currency translation was necessary as of and for the years ended December 31, 2014 and 2013. | ||||||||||||
Cash Equivalents | ||||||||||||
Cash and cash equivalents include highly liquid investments with original maturities of three months or less. Carrying values of cash and cash equivalents approximate fair value due to the short-term nature of these instruments. | ||||||||||||
Omnicare maintains amounts on deposit with various financial institutions, which may, at times, exceed federally insured limits. Management periodically evaluates the credit-worthiness of these institutions, and the Company has not experienced any losses on such deposits. | ||||||||||||
The Company also has restricted cash, which primarily represents cash transferred to separate irrevocable trusts for settlement of employee health and severance costs, and cash collected on behalf of third parties. Restricted cash is immaterial to the Company’s financial position overall and is recorded in “Other current assets” on the Consolidated Balance Sheets. | ||||||||||||
Fair Value of Financial Instruments | ||||||||||||
The Company applies the authoritative guidance for fair value measurements, which defines a hierarchy of inputs used in fair value measurements. “Level 1” measurements use quoted prices in active markets for identical assets or liabilities. “Level 2” measurements use significant observable inputs. “Level 3” measurements use significant unobservable inputs that require a company to develop its own assumptions. In recording the fair value of assets and liabilities, companies must use the most reliable measurement available. See “Note 8 - Fair Value”. | ||||||||||||
Revenue Recognition | ||||||||||||
In general, Omnicare recognizes revenue when products are delivered or services are rendered or provided to the customer, prices are fixed and determinable and collection is reasonably assured. | ||||||||||||
A significant portion of the Company’s revenues from sales of pharmaceutical and medical products have been reimbursed by the federal Medicare Part D program and, to a lesser extent, state Medicaid programs. Payments for services rendered to patients covered by these programs are generally less than billed charges. The Company monitors its revenues and receivables from these reimbursement sources, as well as other third-party insurance payors, and records an estimated contractual allowance for certain sales and receivable balances at the revenue recognition date, to properly account for anticipated differences between billed and reimbursed amounts. Accordingly, the total net sales and receivables reported in the Company’s financial statements are recorded at the amount expected to be ultimately received from these payors. Since billing functions for a portion of the Company’s revenue systems are largely computerized, enabling on-line adjudication (i.e., submitting charges to Medicare, Medicaid or other third-party payors electronically, with simultaneous feedback of the amount to be paid) at the time of sale to record net revenues, our exposure in connection with estimating contractual allowance adjustments is limited primarily to unbilled and initially rejected Medicare, Medicaid and third-party claims (typically approved for reimbursement once additional information is provided to the payor). For the remaining portion of the Company’s revenue systems, the contractual allowance is estimated for all billed, unbilled and initially rejected Medicare, Medicaid and third-party claims. The Company evaluates several criteria in developing the estimated contractual allowances on a monthly basis, including historical trends based on actual claims paid, current contract and reimbursement terms, and changes in customer base and payor/product mix. Contractual allowance estimates are adjusted to actual amounts as cash is received and claims are settled, and the aggregate impact of these resulting adjustments was not significant to the Company’s results of operations for any of the periods presented. | ||||||||||||
Patient co-payments associated with certain state Medicaid programs, Medicare Part B, Medicare Part D and certain third-party payors are typically not collected at the time products are delivered or services are rendered, but are billed to the individual as part of the Company’s normal billing procedures and subject to the Company’s normal accounts receivable collections procedures. | ||||||||||||
Under certain circumstances, the Company accepts returns of medications and issues a credit memo to the applicable payor. The Company estimates and accrues for sales returns based on historical return experience, giving consideration to the Company’s return policies. Product returns are processed in the period received, and are not significant compared to our total sales and gross profit. | ||||||||||||
Concentration of Credit Risk | ||||||||||||
Financial instruments that subject the Company to credit risk consist primarily of interest-bearing cash and cash equivalents, and accounts receivable. | ||||||||||||
At any given point in time, the Company has cash on deposit with financial institutions, and cash invested in high quality, short-term money market funds or U.S. government-backed repurchase agreements, generally having original maturities of three months or less, in order to minimize its credit risk. The Company is exposed to credit risk in the event of a default by the financial institutions holding such deposits or that issued such cash equivalents to the extent of the cash and cash equivalents recorded in the Consolidated Balance Sheets. | ||||||||||||
The Company generally does not require collateral from its customers in connection with the extension of credit in the form of accounts receivable balances. The Company establishes allowances for doubtful accounts based on various factors, including historical credit losses and specifically identified credit risks. Management regularly reviews the allowances for doubtful accounts for appropriateness. For the years ended December 31, 2014, 2013 and 2012, no single customer accounted for 10% or more of the Company’s revenues. | ||||||||||||
In 2014, approximately 65% of Omnicare’s pharmacy services billings were directly reimbursed by government-sponsored programs, including federal Medicare Part D, Medicare Part B and, to a lesser extent, state Medicaid programs. The remainder of Omnicare’s billings were paid or reimbursed by individual residents or their responsible parties (private pay), facilities and other third-party payors, including private insurers. A portion of these revenues also are indirectly dependent on government programs. The table below represents the Company’s approximate payor mix (as a % of annual sales) for each of the years ended: | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Private pay, third-party and facilities (a) | 34 | % | 36 | % | 36 | % | ||||||
Federal Medicare program (Part D & Part B) | 58 | % | 55 | % | 52 | % | ||||||
State Medicaid programs | 7 | % | 7 | % | 8 | % | ||||||
Other sources | 1 | % | 2 | % | 4 | % | ||||||
Totals | 100 | % | 100 | % | 100 | % | ||||||
(a) Includes payments from skilled nursing facilities on behalf of their federal Medicare program-eligible residents (Medicare Part A) and for other services and supplies, as well as payments from third-party insurers and private pay. | ||||||||||||
Accounts Receivable | ||||||||||||
The following table is an aging of the Company’s December 31, 2014 and 2013 gross accounts receivable (net of allowances for contractual adjustments, and prior to allowances for doubtful accounts), aged based on payment terms and categorized based on the three primary types of payors (in thousands): | ||||||||||||
December 31, 2014 | Current and 0-180 Days Past Due | 181 Days and Over Past Due | Total | |||||||||
Medicare (Part D and Part B), Medicaid | ||||||||||||
and third-party payors | $ | 184,492 | $ | 28,818 | $ | 213,310 | ||||||
Facility payors | 297,308 | 99,036 | 396,344 | |||||||||
Private pay payors | 69,693 | 101,289 | 170,982 | |||||||||
Total gross accounts receivable | $ | 551,493 | $ | 229,143 | $ | 780,636 | ||||||
December 31, 2013 | ||||||||||||
Medicare (Part D and Part B), Medicaid | ||||||||||||
and third-party payors | $ | 195,544 | $ | 67,791 | $ | 263,335 | ||||||
Facility payors | 328,444 | 146,751 | 475,195 | |||||||||
Private pay payors | 75,655 | 84,101 | 159,756 | |||||||||
Total gross accounts receivable | $ | 599,643 | $ | 298,643 | $ | 898,286 | ||||||
Notes Receivable | ||||||||||||
The Company periodically enters into notes receivable with its customers. These notes receivable and the related allowance for losses are recorded in “Other current assets” and “Other noncurrent assets” on the Consolidated Balance Sheets. The Company assesses and monitors credit risk associated with notes receivable through periodic reviews of the customer’s net worth, payment history, long-term debt ratings and other information available from recognized credit rating services. The receivables are periodically assessed for significant changes in credit ratings or other information indicating an increase in exposure to credit risk. Losses on notes receivable have historically not been material to the consolidated financial position of the Company. | ||||||||||||
As of December 31, 2014 and 2013, gross notes receivable were approximately $81 million and $79 million, respectively, of which approximately $52 million were included in “Other current assets” on the Consolidated Balance Sheets. As of December 31, 2014 and 2013, the allowance for credit losses on the notes receivable was approximately $13 million, which was included in “Other current assets” on the Consolidated Balance Sheets. | ||||||||||||
Interest income on the notes receivable is recognized on an accrual basis when earned. Interest income was $3 million, $4 million and $5 million for the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||
Inventories | ||||||||||||
Inventories consist primarily of purchased pharmaceuticals and medical supplies held for sale to customers and are stated at the lower of cost or market value. Cost is determined using the first-in, first-out method. Physical inventories are typically performed on a monthly basis at pharmacy sites and, in all cases, no less than once a quarter. Cost of goods sold is recorded based on the actual results of the physical inventory. | ||||||||||||
The Company receives discounts, rebates and other price concessions (“Discounts”) relating to purchases from its suppliers and vendors. The Company recognizes the related receivables associated with the Discounts by reducing cost of goods sold and inventories. The Company records its estimates of Discounts earned during a period on the accrual basis of accounting, giving proper consideration to whether those Discounts have been earned based on the terms of applicable arrangements and to the levels of inventories remaining on-hand. Receivables related to Discounts are regularly adjusted based on the best available information, and are adjusted to actual amounts as cash is received and the applicable arrangements are settled. Estimates of Discounts have not historically differed materially from actual results. | ||||||||||||
Properties and Equipment | ||||||||||||
Properties and equipment are stated at cost less accumulated depreciation. Expenditures for maintenance, repairs, renewals and betterments that do not materially prolong the useful lives of the assets are charged to expense as incurred. Depreciation of properties and equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from three to ten years for computer equipment and software, machinery and equipment, and furniture and fixtures. Buildings and building improvements are depreciated over 40 years, and leasehold improvements are amortized over the lesser of the initial lease term or their useful lives. The Company capitalizes certain costs that are directly associated with the development of internally developed software, representing the historical cost of these assets. Once the software is completed and placed into service, such costs are amortized over the estimated useful lives, ranging from three to ten years. | ||||||||||||
Leases | ||||||||||||
Rental payments under operating leases are expensed. Leases that substantially transfer all of the benefits and risks of ownership of property to Omnicare or otherwise meet the criteria for capitalization are accounted for as capital leases. An asset is recorded at the time a capital lease is entered into together with its related long-term obligation to reflect its purchase and financing. Property and equipment recorded under capital leases are depreciated on the same basis described above. | ||||||||||||
Valuation of Long-Lived Assets | ||||||||||||
Long-lived assets such as property and equipment, software (acquired and internally developed) and investments are reviewed for impairment when events or changes in circumstances indicate that the book carrying amount of the assets may not be recoverable. An impairment charge is recognized when estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition are less than its book carrying amount. In addition, an impairment is realized if an asset is abandoned. See “Impairment Charges” below. | ||||||||||||
Goodwill, Intangibles and Other Assets | ||||||||||||
Intangible assets are comprised primarily of goodwill, customer relationship assets, noncompete agreements, technology assets, and trademarks and trade names, all originating from business combinations accounted for as purchase transactions. The Company has adopted guidance regarding the testing for goodwill impairment that permits the Company to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines it is more likely than not that the fair value of a reporting unit is less than the carrying amount, then the Company would perform the two-step goodwill impairment test. The first step, used to identify potential impairment, is a comparison of the reporting unit’s estimated fair value to its carrying value, including goodwill. If the fair value of the reporting unit exceeds its carrying value, applicable goodwill is considered to be not impaired. If the carrying value exceeds fair value, there is an indication of impairment and the second step is performed to measure the amount of the impairment, if any. The second step requires the Company to calculate an implied fair value of goodwill at the reporting unit level. If the goodwill assigned to a reporting unit exceeds the implied fair value of the goodwill, an impairment charge is recorded for the excess. | ||||||||||||
Intangible assets are amortized over their useful lives. See “Note 7 - Goodwill and Other Intangible Assets”. | ||||||||||||
Debt issuance costs are included in “Other noncurrent assets” on the Consolidated Balance Sheets and are amortized over the life of the related debt, or to the put and initial redemption date of December 15, 2015 in the case of the 3.25% Convertible Senior Debentures due 2035 (the “Initial 2035 Debentures”) and to the put date of January 15, 2021 in the case of the 3.25% Convertible Senior Exchange Debentures due 2035 (the “Exchange 2035 Debentures”). | ||||||||||||
Insurance Accruals | ||||||||||||
The Company is self-insured for certain employee health, property and casualty, worker’s compensation, medical professional liability and automobile liability insurance claims. Claims are paid as they are submitted to the respective plan administrators. The Company records monthly expense for the self-insurance plans in its financial statements for incurred claims, using historical claims experience and input from third-party insurance professionals to determine the appropriate accrual level. The accrual reflects claims that have been incurred but not yet paid or reported to the plan administrator. The Company establishes the accruals based on historical claim lag periods, current payment trends for similar insurance claims and input from third-party insurance and valuation professionals. The discount rate utilized in the computation of the property and casualty accrual balance at December 31, 2014 and 2013, was 1.61% and 1.79%, respectively. | ||||||||||||
Stock-Based Compensation | ||||||||||||
The Company records compensation costs relating to share-based payment transactions in its financial statements under a fair value recognition model. Under this guidance, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense ratably over the requisite service period of the award (usually the vesting period). | ||||||||||||
Delivery Expenses | ||||||||||||
Omnicare incurred expenses totaling approximately $168 million, $164 million and $160 million for the years ended December 31, 2014, 2013 and 2012, respectively, to deliver products sold to its customers. Delivery expenses are included in “Selling, general and administrative expenses” on the Consolidated Statements of Comprehensive Income (Loss). | ||||||||||||
Income Taxes | ||||||||||||
The Company accounts for income taxes using the asset and liability method under which deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates to differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. | ||||||||||||
Future tax benefits are recognized to the extent that realization of those benefits are considered to be more likely than not, and a valuation allowance is established for deferred tax assets that do not meet this threshold. | ||||||||||||
In accordance with guidance regarding the accounting for uncertainty in income taxes, the Company recognizes a tax position if, based solely on its technical merits, it is more likely than not to be sustained upon examination by the relevant taxing authority. If a tax position does not meet the more likely than not recognition threshold, the Company does not recognize the benefit of that position in its financial statements. A tax position that meets the more likely than not recognition threshold is measured to determine the amount of benefit to be recognized in the financial statements. | ||||||||||||
Accumulated Other Comprehensive Loss | ||||||||||||
Accumulated other comprehensive loss consists of the following (in thousands): | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Unrealized gain (loss) on fair value of investments | (300 | ) | (702 | ) | ||||||||
Pension and postemployment benefits | (2,525 | ) | (1,839 | ) | ||||||||
Total accumulated other comprehensive loss, net | $ | (2,825 | ) | $ | (2,541 | ) | ||||||
The amounts are net of applicable tax benefits, which were inconsequential for the years ended December 31, 2014 and 2013. | ||||||||||||
Other Charges (Credits) | ||||||||||||
Other Charges (Credits) consist of the following (in thousands): | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Acquisition and other related costs (1) | $ | — | $ | 2,300 | $ | 1,380 | ||||||
Restructuring and other related charges (2) | 566 | — | 8,956 | |||||||||
Disposition of businesses (3) | 805 | 39,245 | (1,777 | ) | ||||||||
Separation costs (4) | 20,975 | 6,760 | 21,000 | |||||||||
Loss on sale of plane and termination of plane lease (5) | — | — | 1,062 | |||||||||
Debt redemption loss and costs (6) | 56,696 | 51,497 | 35,092 | |||||||||
Impairment charges (7) | 60,211 | — | — | |||||||||
Total - other charges, net | $ | 139,253 | $ | 99,802 | $ | 65,713 | ||||||
-1 | See “Note 4 - Acquisitions”. | |||||||||||
-2 | See “Note 17 - Restructuring and Other Related Charges”. | |||||||||||
-3 | See “Disposition of Businesses” below. | |||||||||||
-4 | See “Note 13 - Separation Costs”. | |||||||||||
-5 | The Company sold its corporate aircraft in 2012 for a $1 million loss. The year ended December 31, 2012 includes charges relating to the sale of the Company’s aircraft. | |||||||||||
-6 | See “Note 11 - Debt”. | |||||||||||
-7 | See “Impairment Charges” below. | |||||||||||
Disposition of Businesses | ||||||||||||
In 2013, the Company completed the disposition of certain assets, primarily in its medical supply services business, which were not considered significant, individually or in the aggregate, to the operations of Omnicare. The Company recorded a charge on the disposition of these businesses of $39 million ($28 million after-tax) for the year ended December 31, 2013. These charges are reflected in “Other charges” on the Consolidated Statements of Comprehensive Income (Loss). | ||||||||||||
In 2012, the Company completed the disposition of its Canadian pharmacy and its pharmacy operational software business, which were not considered, individually or in the aggregate, significant to the operations of Omnicare. The Company recorded a gain on the disposition of these businesses of $2 million, which is reflected in “Other charges” on the Consolidated Statements of Comprehensive Income (Loss). | ||||||||||||
Impairment Charges | ||||||||||||
In the fourth quarter of 2014, management completed an assessment of its ongoing project to replace its pharmacy dispensing systems. As a result of the assessment, management decided to abandon the project due to significant costs required to complete the implementation. In connection with this decision, the Company recorded an asset impairment charge of approximately $60 million in the fourth quarter of 2014, which was included in “Other charges” on the Consolidated Statements of Comprehensive Income (Loss). The impairment charge consists of purchased software that will not be used in the future and consulting costs associated with the design and implementation which were previously recorded as property plant and equipment. | ||||||||||||
Capped Call | ||||||||||||
In April 2012, the Company entered into capped call transactions with a counterparty, paying $48 million for the purchase of the capped calls, which was recorded as additional paid-in capital. The capped calls were intended to reduce potential economic dilution upon conversion of the Company’s 3.75% Convertible Senior Subordinated Notes due 2042 (the “2042 Notes”). The capped calls were scheduled to settle in four annual tranches through March 2016, one of which settled in the first quarter of 2014. The adjusted strike price for the capped calls ranged from $40.96 to $41.05 and the adjusted cap price for the tranche settled in the first quarter of 2014 ranged from $56.75 to $56.88; the strike and cap prices adjust for the Company’s dividend payments. The Company received approximately 0.6 million net shares upon settlement with a value of approximately $38 million. Additionally, in the fourth quarter of 2014, in connection with the conversion of all of the 2042 Notes then outstanding, the Company agreed with the capped call counterparty to early settlement of the remaining two tranches, receiving approximately 1.5 million net shares upon settlement with a value of approximately $102 million. The total number of shares received by the Company in 2014 in connection with the settlement of the capped calls was 2.1 million shares with a value of approximately $140 million. | ||||||||||||
Recently Issued Accounting Standards | ||||||||||||
In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-15, “Presentation of Financial Statements - Going Concern”, which requires management to evaluate whether conditions or events raise substantial doubt about the entity’s ability to continue as a going concern and, if so, to provide related footnote disclosures. The guidance is effective for annual or interim reporting periods beginning on or after December 15, 2016. Early adoption is permitted. The Company does not expect the adoption of this ASU to have a material impact on the Company’s Consolidated Financial Statements. | ||||||||||||
In June 2014, the FASB issued ASU 2014-12, “Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could be Achieved after the Requisite Service Period,” (“ASU 2014-12”) which requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The guidance is effective for annual or interim reporting periods beginning on or after December 15, 2015. The Company does not anticipate that the adoption of this standard will have a material impact on its Consolidated Financial Statements. | ||||||||||||
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers”, which provides guidance for revenue recognition. The standard’s core principle is that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU also requires additional disclosures. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016. The Company is currently in the process of evaluating the impact of adoption of this ASU on its Consolidated Financial Statements. | ||||||||||||
In April 2014, the FASB issued ASU No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies the related disclosure requirements. Under the new guidance, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results and is disposed of or classified as held for sale. The standard also introduces several new disclosures. The guidance applies prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date. ASU 2014-08 is effective for annual and interim periods beginning after December 15, 2014, with early adoption permitted. The Company does not expect the adoption of this ASU to have a material impact on the Company’s Consolidated Financial Statements. |
Common_Stock_Repurchase_Progra
Common Stock Repurchase Program (Notes) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Common Stock Repurchase Program [Abstract] | |||||||||||
Common Stock Repurchase Program [Text Block] | The following chart summarizes the Company’s stock repurchase programs as approved by the Board of Directors in effect for the periods ended December 31, 2012 through December 31, 2014 (in thousands): | ||||||||||
Date Approved | Amount Approved | Term Date | Remaining Repurchase Authority | ||||||||
May 3, 2010 | $ | 200,000 | May 3, 2012 | $ | — | ||||||
May 26, 2011 | $ | 100,000 | December 31, 2012 | $ | — | ||||||
February 21, 2012 | $ | 200,000 | February 28, 2014 | $ | — | ||||||
September 12, 2012 | $ | 350,000 | December 31, 2014 | $ | — | ||||||
December 4, 2013 | $ | 500,000 | December 31, 2015 | $ | 264,613 | ||||||
In 2014, 2013 and 2012, the Company repurchased approximately 3.5 million shares of its common stock for $235 million, approximately 4.8 million shares of its common stock for $221 million, and approximately 10 million shares of its common stock for $389 million, respectively. Through December 31, 2014, the Company has repurchased approximately 27.5 million shares under its share repurchase programs at an aggregate cost of approximately $1 billion and had authority to repurchase approximately $265 million of additional shares of common stock. | |||||||||||
As part of its share repurchase programs, the Company entered into accelerated share repurchase agreements (“ASRs”) with third-party financial institutions in 2014, 2013 and 2012. In December 2014, following the conversion of all of the 2042 Notes then outstanding, the Company entered into two ASRs. Under the first ASR, the Company paid $75 million and received approximately 0.8 million shares of its common stock valued at $60 million in December 2014. The $15 million balance was recorded as an equity forward contract, included in paid-in capital at December 31, 2014, and settled in January 2015 with approximately 0.2 million additional shares of common stock. Under the second ASR, the Company paid $100 million and received approximately 1.1 million shares valued at $80 million in January 2015. The $20 million balance is expected to settle during the first quarter of 2015. | |||||||||||
In May 2013, under an ASR, the Company paid $100 million and received approximately 1.3 million shares of its common stock valued at $60 million. The $40 million balance was settled in the third quarter of 2013 with approximately 0.4 million additional shares of common stock and $19 million in cash. | |||||||||||
In November 2012, under an ASR, the Company paid $250 million and received approximately 5.8 million shares of its common stock valued at $200 million. The $50 million balance was recorded as an equity forward contract, included in paid-in capital at December 31, 2012, and settled in the second quarter of 2013 with approximately 0.6 million additional shares of common stock. |
Discontinued_Operations_Notes
Discontinued Operations (Notes) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ||||||||||||
Discontinued Operations | Hospice | |||||||||||
In 2013, Hospice qualified for discontinued operations treatment. In the fourth quarter of 2013, the Company recorded an impairment loss of $140 million to reduce the carrying value of Hospice to fair value. The impairment charge was comprised of $133 million of goodwill impairment and $7 million of impairment taken against the Hospice business trademark. Additionally, in 2014, the Company recorded an impairment loss, which was nondeductible for tax purposes, of $40 million to reduce the carrying value of Hospice to fair value based on the final terms of the divestiture. In the third quarter of 2014, the Company finalized the sale of Hospice for net proceeds of approximately $65 million and recorded an after-tax loss of $8 million. | ||||||||||||
Retail | ||||||||||||
In 2013, Retail qualified for discontinued operations treatment. In the fourth quarter of 2013, the Company recorded an impairment loss of $5 million to reduce the carrying value of Retail to fair value less cost to sell based on the estimated terms of the divestiture. In 2014, the Company finalized the sale of Retail for net proceeds of approximately $6 million. | ||||||||||||
The results of operations for all periods presented have been revised to reflect the results of Hospice and Retail, including the impairment losses, as well as certain expenses of the Company related to the divestitures as discontinued operations. | ||||||||||||
Selected financial information related to the discontinued operations follows (in thousands): | ||||||||||||
For the year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net Sales | ||||||||||||
Hospice | $ | 123,136 | $ | 210,041 | $ | 223,135 | ||||||
Retail | 10,635 | 53,759 | 58,789 | |||||||||
Net sales - total discontinued | 133,771 | 263,800 | 281,924 | |||||||||
Income (loss) from operations, pretax | ||||||||||||
Hospice | 3,167 | 25,120 | 36,787 | |||||||||
Retail | (1,539 | ) | (1,792 | ) | 56 | |||||||
Income from operations - total discontinued, pretax | 1,628 | 23,328 | 36,843 | |||||||||
Income tax (benefit) expense | ||||||||||||
Hospice | 2,457 | 10,136 | 13,889 | |||||||||
Retail | (948 | ) | (627 | ) | 23 | |||||||
Income tax expense - total discontinued | 1,509 | 9,509 | 13,912 | |||||||||
Income (loss) from operations | ||||||||||||
Hospice | 710 | 14,984 | 22,898 | |||||||||
Retail | (591 | ) | (1,165 | ) | 33 | |||||||
Income from operations - total discontinued, aftertax | 119 | 13,819 | 22,931 | |||||||||
Impairment loss | ||||||||||||
Hospice | (39,804 | ) | (139,783 | ) | — | |||||||
Retail | — | (4,956 | ) | — | ||||||||
Impairment loss on discontinued operations - total | (39,804 | ) | (144,739 | ) | — | |||||||
Income tax (expense) benefit of impairment loss | ||||||||||||
Hospice | — | 2,596 | — | |||||||||
Retail | — | — | — | |||||||||
Income tax benefit of impairment loss | — | 2,596 | — | |||||||||
Income (loss) from discontinued operations | ||||||||||||
Hospice | (39,094 | ) | (122,203 | ) | 22,898 | |||||||
Retail | (591 | ) | (6,121 | ) | 33 | |||||||
Income (loss) from discontinued operations - total | (39,685 | ) | (128,324 | ) | 22,931 | |||||||
Acquisitions_Notes
Acquisitions (Notes) | 12 Months Ended |
Dec. 31, 2014 | |
Acquisitions [Abstract] | |
Business Combination Disclosure [Text Block] | Historically, the Company’s business model involved acquiring providers of pharmaceutical products and related pharmacy services to long-term care facilities and their residents as well as patients in other care settings. The Company’s strategy has included the acquisition of freestanding institutional pharmacy businesses as well as other assets, generally insignificant in size, which have been combined with existing pharmacy operations to augment internal growth. From time-to-time, the Company may acquire other businesses which complement the Company’s core businesses. |
In the years ended December 31, 2013 and 2012, the Company incurred acquisition and other related costs of approximately, $2 million and $1 million, respectively, which were primarily related to professional fees and acquisition related restructuring costs for acquisitions, offset in part by a reduction of the Company’s original estimate of contingent consideration payable for certain acquisitions. No such costs were incurred in the year ended December 31, 2014. | |
During each of the years ended December 31, 2014 and 2012, the Company completed one acquisition, both of which were in the LTC segment and were not significant to the Company. No acquisitions were completed in 2013. Acquisitions of businesses required cash payments of approximately $2 million, $4 million and $35 million (including amounts payable pursuant to acquisition agreements relating to prior-period acquisitions) in 2014, 2013 and 2012, respectively. The aggregate impact of these acquisitions on the Company’s overall goodwill balance has been reflected in “Note 7 - Goodwill and Other Intangible Assets”. The net assets and operating results of acquisitions have been included in the Company’s consolidated financial statements from their respective dates of acquisition. |
Cash_and_Cash_Equivalents_Note
Cash and Cash Equivalents (Notes) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Cash and Cash Equivalents [Abstract] | ||||||||
Cash and Cash Equivalents Disclosure [Text Block] | A summary of cash and cash equivalents follows (in thousands): | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Cash | $ | 153,749 | $ | 355,951 | ||||
Money market funds | 50 | 50 | ||||||
$ | 153,799 | $ | 356,001 | |||||
See “Note 1 - Description of Business and Summary of Significant Accounting Policies” and “Note 8 - Fair Value”. |
Properties_and_Equipment_Notes
Properties and Equipment (Notes) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Properties and Equipment [Abstract] | ||||||||
Property, Plant and Equipment Disclosure [Text Block] | A summary of properties and equipment follows (in thousands): | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Land | $ | 4,786 | $ | 4,377 | ||||
Buildings and building improvements | 29,089 | 16,044 | ||||||
Computer equipment and software | 223,744 | 284,173 | ||||||
Machinery and equipment | 167,174 | 153,368 | ||||||
Furniture, fixtures and leasehold improvements | 175,644 | 111,529 | ||||||
600,437 | 569,491 | |||||||
Accumulated depreciation | (332,684 | ) | (263,603 | ) | ||||
$ | 267,753 | $ | 305,888 | |||||
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets (Notes) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||
Goodwill and Other Intangible Assets | Changes in the carrying amount of goodwill, by business segment, are as follows (in thousands): | |||||||||||||||||||
LTC | SCG | Total | ||||||||||||||||||
Goodwill balance as of January 1, 2013 | $ | 3,570,866 | $ | 490,437 | $ | 4,061,303 | ||||||||||||||
Disposition of businesses | (4,145 | ) | — | (4,145 | ) | |||||||||||||||
Other | 298 | — | 298 | |||||||||||||||||
Goodwill balance as of December 31, 2013 | 3,567,019 | 490,437 | 4,057,456 | |||||||||||||||||
Goodwill acquired in the year ended December 31, 2014 | 1,123 | — | 1,123 | |||||||||||||||||
Disposition of businesses | (41 | ) | — | (41 | ) | |||||||||||||||
Other | 3,268 | — | 3,268 | |||||||||||||||||
Goodwill balance as of December 31, 2014 | $ | 3,571,369 | $ | 490,437 | $ | 4,061,806 | ||||||||||||||
For the year ended December 31, 2014, “other” includes adjustments related to the final terms of the Retail divestiture. See “Note 3 - Discontinued Operations”. For the year ended December 31, 2013, “other” includes the settlement of acquisition matters relating to prior-year acquisitions. | ||||||||||||||||||||
In connection with the Company’s goodwill impairment analysis for the years ended December 31, 2014 and 2013, the Company performed step one of the quantitative goodwill impairment test. Using an estimated fair value based on discounted cash flows, which required significant management judgment, as well as a market approach that compared the reporting units’ earnings and revenue multiples to those of comparable public companies for the Company’s continuing operations, the estimated fair value of the Company’s reporting units was greater than the carrying value, indicating that goodwill was not impaired. | ||||||||||||||||||||
The table below presents the Company’s other identifiable intangible assets, all of which are subject to amortization, except trademark and trade names as described below (in thousands): | ||||||||||||||||||||
December 31, 2014 | ||||||||||||||||||||
Original Amortization Life (in years) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||
Customer relationship assets | 6 | — | 15 | $ | 318,464 | $ | (239,486 | ) | $ | 78,978 | ||||||||||
Trademarks and trade names | (a) | 13,972 | (1,944 | ) | 12,028 | |||||||||||||||
Non-compete agreements | 2 | — | 15 | 23,402 | (15,757 | ) | 7,645 | |||||||||||||
Other | 4 | — | 4 | 387 | (96 | ) | 291 | |||||||||||||
Total | $ | 356,225 | $ | (257,283 | ) | $ | 98,942 | |||||||||||||
December 31, 2013 | ||||||||||||||||||||
Original Amortization Life (in years) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||
Customer relationship assets | 6 | — | 15 | $ | 318,281 | $ | (211,191 | ) | $ | 107,090 | ||||||||||
Trademarks and trade names | (a) | 13,972 | (1,496 | ) | 12,476 | |||||||||||||||
Non-compete agreements | 2 | — | 15 | 24,991 | (14,970 | ) | 10,021 | |||||||||||||
Other | 4 | — | 4 | $ | 387 | $ | — | $ | 387 | |||||||||||
Total | $ | 357,631 | $ | (227,657 | ) | $ | 129,974 | |||||||||||||
(a)Certain of Omnicare’s trademarks and trade names are amortized over their useful lives ranging up to five years. | ||||||||||||||||||||
The remainder have indefinite useful lives as further discussed below. The value of intangible assets with indefinite lives is $12 million as of December 31, 2014 and 2013. | ||||||||||||||||||||
Amortization expense related to identifiable intangible assets was $31 million, $33 million and $39 million for the years ended December 31, 2014, 2013 and 2012, respectively. Omnicare’s trademarks and trade names primarily constitute identifiable intangible assets with indefinite useful lives. Accordingly, these trademarks and trade names are not amortized, but are reviewed annually for impairment. The Company performed an annual assessment for the years ended December 31, 2014 and 2013 and concluded that these assets had not been impaired. The fair value of these trademarks and trade names at December 31, 2014 and 2013 was determined using projected revenue and cash flows developed by the Company (Level 3 inputs). | ||||||||||||||||||||
Estimated annual amortization expense for intangible assets subject to amortization at December 31, 2014 for the next five fiscal years is as follows (in thousands): | ||||||||||||||||||||
Year ended | Amortization | |||||||||||||||||||
December 31, | Expense | |||||||||||||||||||
2015 | $ | 30,245 | ||||||||||||||||||
2016 | 19,974 | |||||||||||||||||||
2017 | 11,911 | |||||||||||||||||||
2018 | 9,308 | |||||||||||||||||||
2019 | 6,491 | |||||||||||||||||||
Fair_Value
Fair Value | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Fair Value [Abstract] | ||||||||||||||||
Fair Value Disclosures [Text Block] | The Company’s financial instruments measured at fair value were as follows (in thousands): | |||||||||||||||
Based on | ||||||||||||||||
Assets and (Liabilities) Measured at Fair Value on a Recurring Basis: | Fair Value | Quoted Prices | Other | Unobservable | ||||||||||||
in Active | Observable | Inputs | ||||||||||||||
Markets | Inputs | (Level 3) | ||||||||||||||
(Level 1) | (Level 2) | |||||||||||||||
December 31, 2013 | ||||||||||||||||
Derivatives (1) | $ | — | $ | — | $ | — | $ | — | ||||||||
Bond Portfolio (2) | 25,140 | — | 25,140 | — | ||||||||||||
7.75% interest rate swap agreement - fair value hedge (3) | 18,671 | — | 18,671 | — | ||||||||||||
Total | $ | 43,811 | $ | — | $ | 43,811 | $ | — | ||||||||
See the further discussion of Omnicare’s application of the authoritative guidance for fair value measurements, including clarification of Levels 1, 2 and 3, under “Fair Value of Financial Instruments” in “Note 1 - Description of Business and Summary of Significant Accounting Policies”. | ||||||||||||||||
-1 | Embedded in certain series of the Company’s convertible debt securities are derivative instruments - contingent interest provisions, interest reset provisions and contingent conversion parity provisions. The embedded derivatives are valued periodically using Level 3 inputs, and at December 31, 2014 and 2013, the values of the derivatives embedded in the convertible debt securities were not material. See “Note 11 - Debt”. | |||||||||||||||
-2 | The bond portfolio is included in “Other current assets” on the Consolidated Balance Sheets and represents investments in a portfolio of high quality corporate bonds and U.S. Treasury bonds that is managed by a third party. The fair value is based on quoted market prices of the individual bonds that make up the portfolio. In the fourth quarter of 2014, the Company liquidated the bond portfolio for cash proceeds of $25 million. | |||||||||||||||
-3 | The fair value of the Company’s interest rate swap agreements is valued using market inputs with mid-market pricing as a practical expedient for the bid/ask spread. As such, the fair value of the swap agreements is categorized within Level 2. In 2014, in connection with the Company’s redemption of all of the related 7.75% Senior Subordinated Notes due 2020 (the “2020 Notes”), the Company terminated the interest rate swap agreements. See “Note 11 - Debt”. | |||||||||||||||
The net carrying value of cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximates their fair value at period end. At period end, the fair value of Omnicare’s variable rate debt facilities approximates the carrying value, as the effective interest rates fluctuate with changes in market rates (Level 2 inputs). The fair value of the Company’s fixed-rate debt securities is based on quoted market prices and, while recorded on the Consolidated Balance Sheets at carrying value and thus excluded from the table above, are included in “Note 11 - Debt”. |
Offsetting_Notes
Offsetting (Notes) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Offsetting Assets [Line Items] | |||||||||||||||||||
Offsetting Assets [Table Text Block] | |||||||||||||||||||
Gross Amounts not offset in the statement of financial position | |||||||||||||||||||
Interest Rate Swaps as of: | Gross amount of recognized assets (liabilities) | Gross amount offset in the statement of financial position | Net amount of assets (liabilities) presented in the statement of financial position | Financial instruments | Cash collateral received | Net amount | |||||||||||||
December 31, 2013 | |||||||||||||||||||
Swap A | $ | 9,408 | $ | — | $ | 9,408 | $ | — | $ | — | $ | 9,408 | |||||||
Swap B | 9,263 | — | 9,263 | — | — | 9,263 | |||||||||||||
$ | 18,671 | $ | — | $ | 18,671 | $ | — | $ | — | $ | 18,671 | ||||||||
Offsetting_Offsetting_Assets_a
Offsetting Offsetting Assets and Liabilities (Notes) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Offsetting Assets and Liabilities [Abstract] | |||||||||||||||||||
Offsetting Assets and Liabilities [Text Block] | Note 9 - Offsetting Assets and Liabilities | ||||||||||||||||||
The Company entered into interest rate swap agreements with multiple counterparties with respect to its 2020 Notes. The following table presents the effect of offsetting these interest rate swap agreements on the Company’s recognized assets and liabilities as of December 31, 2013: | |||||||||||||||||||
Gross Amounts not offset in the statement of financial position | |||||||||||||||||||
Interest Rate Swaps as of: | Gross amount of recognized assets (liabilities) | Gross amount offset in the statement of financial position | Net amount of assets (liabilities) presented in the statement of financial position | Financial instruments | Cash collateral received | Net amount | |||||||||||||
December 31, 2013 | |||||||||||||||||||
Swap A | $ | 9,408 | $ | — | $ | 9,408 | $ | — | $ | — | $ | 9,408 | |||||||
Swap B | 9,263 | — | 9,263 | — | — | 9,263 | |||||||||||||
$ | 18,671 | $ | — | $ | 18,671 | $ | — | $ | — | $ | 18,671 | ||||||||
In the fourth quarter of 2014, in connection with the redemption of all of its 2020 Notes then outstanding, the Company terminated the outstanding interest rate swap agreements. See “Note 11 - Debt”. |
Leasing_Arrangements
Leasing Arrangements | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Leases [Abstract] | ||||
Leases of Lessee Disclosure [Text Block] | The Company has operating leases that cover certain facilities and equipment. In most cases, the Company expects that these leases will be renewed, or replaced by other operating leases, in the normal course of business. The Company’s operating leases do not contain any significant contingent rental payments. Omnicare, Inc. routinely guarantees many of the lease obligations of its subsidiaries in the normal course of business. | |||
The following is a schedule of future minimum rental payments required under operating leases that have initial or remaining non-cancelable terms in excess of one year as of December 31, 2014 (in thousands): | ||||
Year ended | ||||
December 31, | ||||
2015 | $ | 22,961 | ||
2016 | 20,874 | |||
2017 | 18,594 | |||
2018 | 14,914 | |||
2019 | 10,277 | |||
Later years | 21,711 | |||
Total minimum payments required | $ | 109,331 | ||
As of December 31, 2014, aggregate minimum rental payments scheduled to be received in the future under non-cancelable subleases, which would partially reduce the total minimum payments required as presented above, are not significant. | ||||
Total rent expense under operating leases for the years ended December 31, 2014, 2013 and 2012 was $45 million, $48 million and $54 million, respectively. |
Debt_Notes
Debt (Notes) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||
Debt | The following table summarizes the Company’s debt (in thousands): | ||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Revolving loans | $ | — | $ | — | |||||||||||||
Senior term loan, due 2017 | — | 398,438 | |||||||||||||||
Senior term loan, due 2019 | 395,000 | — | |||||||||||||||
7.75% senior subordinated notes, due 2020 | — | 400,000 | |||||||||||||||
4.75% senior notes, due 2022 | 400,000 | — | |||||||||||||||
5.00% senior notes, due 2024 | 300,000 | — | |||||||||||||||
3.75% convertible senior subordinated notes, due 2025 | 79,972 | 132,408 | |||||||||||||||
3.75% convertible senior subordinated notes, due 2042 | — | 390,000 | |||||||||||||||
3.50% convertible senior subordinated notes, due 2044 | 424,250 | 424,250 | |||||||||||||||
4.00% junior subordinated convertible debentures, due 2033 | 306,683 | 307,153 | |||||||||||||||
3.25% convertible senior debentures, due 2035 | 186,033 | 427,500 | |||||||||||||||
3.25% convertible senior exchange debentures, due 2035 | 241,467 | — | |||||||||||||||
Capitalized lease and other debt obligations | 13,083 | 20,685 | |||||||||||||||
Subtotal | 2,346,488 | 2,500,434 | |||||||||||||||
Add interest rate swap agreements | — | 18,671 | |||||||||||||||
(Subtract) unamortized debt discount | (382,212 | ) | (573,082 | ) | |||||||||||||
(Subtract) current portion of debt | (446,717 | ) | (527,204 | ) | |||||||||||||
Total long-term debt, net | $ | 1,517,559 | $ | 1,418,819 | |||||||||||||
The following is a schedule of the Company’s required debt payments, excluding any unamortized debt discount, due during each of the next five years and thereafter, as of December 31, 2014 (in thousands): | |||||||||||||||||
Year ended | |||||||||||||||||
December 31, | |||||||||||||||||
2015 (1) | $ | 598,423 | |||||||||||||||
2016 | 24,680 | ||||||||||||||||
2017 | 22,470 | ||||||||||||||||
2018 | 20,198 | ||||||||||||||||
2019 | 315,000 | ||||||||||||||||
Later years | 1,365,717 | ||||||||||||||||
Total debt payments | $ | 2,346,488 | |||||||||||||||
-1 | As of December 31, 2014, approximately $387 million in aggregate principal amount of Convertible Notes was convertible, including the 3.75% Convertible Senior Subordinated Notes due 2025 (the “2025 Notes”) and the 4.00% Junior Subordinated Convertible Debentures due 2033 (the “2033 Debentures”). Additionally, holders of approximately $186 million aggregate principle amount of 3.25% Convertible Senior Debentures due 2035 (the “Initial 2035 Debentures”) have the right to require the Company to repurchase their Initial 2035 Debentures on December 15, 2015. As a result, the 2025 Notes, the 2033 Debentures and the Initial 2035 Debentures are classified as current debt as of December 31, 2014. | ||||||||||||||||
For the years ended December 31, 2014, 2013 and 2012, total cash interest payments, excluding any make-whole or premium payments in connection with redemptions or repayments, were $90 million, $88 million and $91 million, respectively. As of December 31, 2014, the Company had approximately $14 million of standby letters of credit, substantially all of which are subject to automatic annual renewals. | |||||||||||||||||
Senior Credit Agreement | |||||||||||||||||
Revolving Loans and Term Loans | |||||||||||||||||
During the fourth quarter of 2014, the Company amended and extended its existing senior unsecured credit agreement (the “Credit Facility” and as amended, the “Amended Credit Facility”). The Amended Credit Facility consists of a $300 million five-year senior unsecured revolving credit facility (the “Revolving Credit Facility”) and a $400 million, five-year senior unsecured term loan facility (the “Term Loan”). The 2014 amendment, among other things, (i) extended the maturity date to November 13, 2019, (ii) reduced pricing, (iii) increased the Term Loan borrowings from $383 million to $400 million and (iv) changed certain restrictive and financial covenants. Under the Amended Credit Facility, $20 million of the principal amount of the term loan will be repaid each year, with the balance due at maturity. The Amended Credit Facility is guaranteed by substantially all of the Company’s subsidiaries. The interest rate applicable to the Amended Credit Facility is, at the Company’s option, a floating base rate plus an applicable margin or the London interbank offered rate (“LIBOR”) plus an applicable margin. Initially, the applicable margins were set to 0.75% with respect to the floating base rate loans and 1.75% with respect to the LIBOR loans. The applicable margins for the Amended Credit Facility may increase or decrease based on the Company’s consolidated total leverage ratio as specified in the Amended Credit Facility. The interest rate on the Term Loan was 1.96% at December 31, 2014. | |||||||||||||||||
In connection with the 2014 amendment, the Company recorded $4 million in deferred debt issuance costs, of which an immaterial amount was amortized to interest expense in the year ended December 31, 2014. In connection with the 2014 amendment, the Company wrote off approximately $1 million of deferred debt issuance costs, which was recorded in interest expense in the fourth quarter of 2014. Approximately $1 million, $1 million and $0.3 million of these deferred debt issuance costs were amortized to interest expense in the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||||||
The Amended Credit Facility contains financial covenants requiring maintenance of certain interest coverage and leverage ratios, and customary affirmative and negative covenants, including, without limitation, a restriction on the payment of dividends. | |||||||||||||||||
At December 31, 2014, there were no outstanding borrowings under the Revolving Credit Facility and $395 million outstanding under the Term Loan. | |||||||||||||||||
In 2012, in connection with the termination of its prior Credit Agreement, the Company wrote off approximately $8 million of deferred debt issuance costs, which was recorded in interest expense in the third quarter of 2012. | |||||||||||||||||
Senior Subordinated Notes due 2020 | |||||||||||||||||
In the fourth quarter of 2014, the Company redeemed all $400 million aggregate principal amount of its 2020 Notes then outstanding for an aggregate redemption price of $429 million. The Company recognized a net loss on the transaction of approximately $29 million in the fourth quarter of 2014, which was included in “Other charges” on the Consolidated Statements of Comprehensive Income (Loss). In connection with the redemption, the Company wrote off the remaining deferred debt issuance costs of $5 million, which was recorded in interest expense in the fourth quarter of 2014. | |||||||||||||||||
In the third quarter of 2013, Omnicare entered into separate, privately negotiated purchase agreements to repurchase approximately $150 million in aggregate principal amount of its 2020 Notes. The Company recognized a net loss on the repurchase transactions of approximately $19 million in the third quarter of 2013 which was included in “Other charges” on the Consolidated Statements of Comprehensive Income (Loss). In connection with the 2013 repurchase, the Company wrote off $2 million of deferred debt issuance costs, which was recorded in interest expense in the third quarter of 2013. | |||||||||||||||||
In connection with the issuance of the 2020 Notes, the Company deferred approximately $13 million in debt issuance costs, of which approximately $1 million was amortized to expense in each of the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||||||
In connection with the initial issuance of 2020 Notes, the Company entered into an interest rate swap agreement (the “Initial Swap Agreement”) and in connection with a subsequent issuance of 2020 Notes, the Company entered into two interest rate swap agreements (the “Additional Swap Agreements” and, together with the Initial Swap Agreement, the “7.75% Swap Agreements”), which were designed to effectively lower the Company’s interest expense, but subjected the Company to variable interest rate risk. Under the Initial Swap Agreement, the Company received interest at a fixed rate of 7.75% and paid interest at a floating rate based on six-month LIBOR, plus a spread of 3.87%. Under the Additional Swap Agreements, the Company received interest at a fixed rate of 7.75% and paid interest at a floating rate based on six-month LIBOR, plus a weighted average spread of 5.32%. The floating rates for the 7.75% Swap Agreements were determined semi-annually, in arrears, two London banking days prior to December 1 and June 1. The Company recorded interest expense on the 2020 Notes at the floating rates. | |||||||||||||||||
In connection with the repurchase of a portion of the 2020 Notes in 2013, the Company terminated the Additional Swap Agreements. Upon termination, the Company recognized a $5 million loss, which was included in “Other charges” on the Consolidated Statements of Comprehensive Income (Loss) in the third quarter of 2013. In connection with the 2014 redemption of the balance of the 2020 Notes remaining outstanding, the Company terminated the Initial Swap Agreement. Upon termination, the Company recognized an $18 million gain, which was included in “Other charges” on the Consolidated Statements of Comprehensive Income (Loss) in the fourth quarter of 2014. | |||||||||||||||||
The 7.75% Swap Agreements, which matched the terms of the 2020 Notes, were designated and accounted for as fair value hedges. Accordingly, changes in the fair value of the 7.75% Swap Agreements were offset by changes in the recorded carrying value of the related 2020 Notes. The fair value of the 7.75% Swap Agreements, which was approximately $19 million at December 31, 2013, was recorded in “Other noncurrent assets” on the Consolidated Balance Sheets and was an adjustment to the book carrying value of the related 2020 Notes. | |||||||||||||||||
Convertible Senior Subordinated Notes due 2025 | |||||||||||||||||
As of December 31, 2014, approximately $80 million aggregate principal amount of the 2025 Notes remained outstanding. The 2025 Notes bear interest at a rate of 3.75% per year, payable semi-annually in arrears on June 15 and December 15 of each year. Holders may convert their 2025 Notes, prior to December 15, 2023, on any date during any calendar quarter (and only during such calendar quarter) if the closing sale price of the Company’s common stock was more than 130% of the then current conversion price for at least 20 trading days in the 30 consecutive trading day period ending on, and including, the last trading day of the previous quarter, or at any time on or after December 15, 2023 or under certain other specified circumstances. Upon conversion, the Company will pay cash and shares of its common stock, if any, on a net share settlement basis, based on a daily conversion value calculated on a proportionate basis for each day of the applicable 25 trading-day cash settlement averaging period. As of December 31, 2014, the adjusted conversion rate is approximately 37.25 shares of common stock per $1,000 principal amount of 2025 Notes (equivalent to an adjusted conversion price of approximately $26.84 per share), subject to adjustment in certain circumstances. The 2025 Notes are guaranteed by substantially all of the Company’s subsidiaries. | |||||||||||||||||
Under certain circumstances based on the trading price of the Company’s common stock, the Company has the right to redeem the 2025 Notes on or after December 15, 2018, at par plus accrued and unpaid interest. In addition, holders may require the Company to repurchase all or part of their 2025 Notes upon a fundamental change (as defined in the indenture governing the 2025 Notes) at a cash repurchase price equal to the accreted issue price to date plus accrued but unpaid interest. | |||||||||||||||||
In the second quarter of 2014, through privately negotiated transactions, Omnicare repurchased approximately $52 million in aggregate principal amount of its outstanding 2025 Notes for approximately $134 million in cash. The Company recognized a loss on the repurchases of approximately $8 million in the second quarter of 2014, which is included in “Other charges” on the Consolidated Statements of Comprehensive Income (Loss). | |||||||||||||||||
In August 2013, Omnicare entered into separate, privately negotiated exchange agreements under which the Company retired $180 million in aggregate principal amount of its outstanding 2025 Notes in exchange for $424 million in aggregate principal amount of newly issued 3.50% convertible senior subordinated notes due 2044 (the “2044 Notes”). Also in August 2013, the Company entered into separate, privately negotiated purchase agreements to repurchase approximately $5 million in aggregate principal amount of its outstanding 2025 Notes. In connection with these refinancing activities, the Company recognized a net loss of approximately $26 million in the third quarter of 2013, which was included in “Other charges” on the Consolidated Statements of Comprehensive Income (Loss). | |||||||||||||||||
In April 2012, Omnicare entered into separate, privately negotiated exchange agreements under which the Company retired $257 million in aggregate principal amount of outstanding 2025 Notes in exchange for $390 million in aggregate principal amount of newly issued 3.75% Convertible Senior Subordinated Notes due 2042 (the “2042 Notes”). The Company recognized a non-cash loss on the exchange of approximately $33 million in the second quarter of 2012, which was included in “Other charges” on the Consolidated Statements of Comprehensive Income (Loss). | |||||||||||||||||
As of December 31, 2014 and 2013, the 2025 Notes were convertible based on the price of the Company’s common stock over the applicable measuring period and, accordingly, the 2025 Notes have been classified as current debt, net of unamortized discount, on the Consolidated Balance Sheet. Because the terms of the 2025 Notes require the principal to be settled in cash, the Company reclassified from equity the portion of the 2025 Notes attributable to the conversion feature that had not yet been accreted to its face value. | |||||||||||||||||
In connection with the issuance of the 2025 Notes, the Company deferred approximately $9 million in debt issuance costs, of which an immaterial amount was amortized to expense for the years ended December 31, 2014, 2013 and 2012. Additionally, interest expense for the years ended December 31, 2014, 2013 and 2012 includes approximately $1 million, $2 million and $4 million, respectively, of deferred debt issuance costs written off in connection with the Company’s refinancing activities. | |||||||||||||||||
3.75% Convertible Senior Subordinated Notes due 2042 | |||||||||||||||||
In the fourth quarter of 2014, the Company repurchased in private transactions approximately $103 million principal amount of its 2042 Notes for an aggregate purchase price of approximately $177 million and, following the Company’s issuance of a notice of redemption for all of the outstanding 2042 Notes, holders of all $287 million remaining principal amount of 2042 Notes outstanding presented their 2042 Notes for conversion. The Company settled the conversion of the 2042 Notes with an aggregate of approximately $304 million in cash and approximately 2.9 million shares of its common stock. The Company recognized a net loss on the repurchase and conversion transactions of approximately $37 million in the fourth quarter of 2014, which was included in “Other charges” on the Consolidated Statements of Comprehensive Income (Loss). Additionally, in connection with the transactions, the Company wrote off the remaining deferred debt issuance costs of $3 million, which was recorded in interest expense in the fourth quarter of 2014. | |||||||||||||||||
As of December 31, 2013, the 2042 Notes were convertible based on the price of the Company’s common stock over the applicable measuring period and, accordingly, the 2042 Notes were classified as current debt, net of unamortized discount, on the Consolidated Balance Sheet. Because the terms of the 2042 Notes required the principal to be settled in cash, the Company reclassified from equity the portion of the 2042 Notes attributable to the conversion feature that had not yet been accreted to its face value. | |||||||||||||||||
In connection with the issuance of the 2042 Notes, the Company deferred approximately $3 million in debt issuance costs, of which an immaterial amount was amortized to expense for the years ended December 31, 2014, 2013 and 2012. | |||||||||||||||||
Junior Subordinated Convertible Debentures due 2033 | |||||||||||||||||
Series A 4.00% Junior Subordinated Convertible Debentures | |||||||||||||||||
As of December 31, 2014, approximately $10 million aggregate liquidation amount of Series A 4.00% Trust Preferred Income Equity Redeemable Securities (the “Series A PIERS”) and underlying Series A 4.00% junior subordinated convertible debentures due 2033 (the “Series A 2033 Debentures”) remained outstanding. The Company issued the Series A 2033 Debentures to Omnicare Capital Trust I (“Trust I”), a wholly-owned finance subsidiary of the Company, in connection with the issuance by Trust I of the Series A PIERS in the second quarter of 2003. Each Series A PIERS represents an undivided beneficial interest in the assets of Trust I, which assets consists solely of a corresponding amount of Series A 2033 Debentures. | |||||||||||||||||
The Series A PIERS pay cash distributions quarterly at a rate of 4.00% per annum. Commencing with the quarterly distribution period beginning June 15, 2009, the Series A PIERS will also pay contingent interest under certain circumstances based on their then current trading price. Holders may convert their Series A PIERS on any date during any calendar quarter (and only during such calendar quarter) if the closing sale price of the Company’s common stock was more than 130% of the then current conversion price for at least 20 trading days in the 30 consecutive trading day period ending on, and including, the last trading day of the previous quarter or during the five business day period following any ten trading day period in which the average closing sale price for the Series A PIERS was less than 105% (prior to June 15, 2028) of the average of the conversion values for the Series A PIERS (or less than 98% on or after June 15, 2028), or under certain other specified circumstances. As of December 31, 2014, the conversion rate is approximately 1.22 shares of common stock per $50 principal amount of Series A 2033 Debentures (equivalent to a conversion price of approximately $40.82 per share), subject to adjustment in certain circumstances. Omnicare has irrevocably and unconditionally guaranteed, on a subordinated basis, certain payments to be made by Trust I in connection with the Series A PIERS. | |||||||||||||||||
Series B 4.00% Junior Subordinated Convertible Debentures due 2033 | |||||||||||||||||
During the first quarter of 2005, the Company exchanged $334 million aggregate liquidation amount of Series A PIERS of Trust I for an equal amount of Series B 4.00% Trust Preferred Income Equity Redeemable Securities (the “Series B PIERS”) of Omnicare Capital Trust II (“Trust II”). The Series B PIERS have substantially similar terms to the Series A PIERS, except that the Series B PIERS have a net share settlement feature. In connection with the exchange offer, the Company issued $334 million aggregate principal amount of Series B 4.00% junior subordinated convertible debentures due 2033 (the “Series B 2033 Debentures”) to Trust II. Each Series B PIERS represents an undivided beneficial interest in the assets of Trust II, which assets consist solely of a corresponding amount of Series B 2033 Debentures. Omnicare has irrevocably and unconditionally guaranteed, on a subordinated basis, certain payments to be made by Trust II in connection with the Series B PIERS. As of December 31, 2014, approximately $297 million of Series B PIERS and underlying Series B 2033 Debentures remained outstanding. | |||||||||||||||||
As a result of the net share settlement feature and by committing to pay cash up to the stated liquidation amount of the Series B PIERS upon conversion, the Company is able to account for the Series B PIERS under the treasury stock method. | |||||||||||||||||
In the fourth quarter of 2014, holders presented $0.4 million of the Series B PIERS for conversion. The Company recognized an immaterial non-cash loss on the conversion, which was reflected in “Other charges” on the Consolidated Statements of Comprehensive Income (Loss). | |||||||||||||||||
In the fourth quarter of 2013, holders presented $37 million and $1 million of the Series B PIERS and Series A PIERS, respectively, for conversion. The Company recognized a non-cash loss on the conversion of the Series A PIERS and Series B PIERS of approximately $1 million, which was reflected in “Other charges” on the Consolidated Statements of Comprehensive Income (Loss). | |||||||||||||||||
As of December 31, 2014 and 2013, the Series A PIERS and Series B PIERS were convertible based on the price of the Company’s common stock over the applicable measuring period and, accordingly, the underlying Series A 2033 Debentures and Series B 2033 Debentures have been classified as current debt, net of unamortized discount, on the Consolidated Balance Sheets. Because the terms of the Series A 2033 Debentures and the Series B 2033 Debentures require the principal to be settled in cash, the Company reclassified from equity the portion of the Series A 2033 Debentures and Series B 2033 Debentures attributable to the conversion feature that had not yet been accreted to its face value. | |||||||||||||||||
The Trust PIERS (and underlying 2033 Debentures) have attained the threshold requiring payment of contingent interest in addition to regular cash interest. The contingent interest has accrued or is accruing at the rate of 0.125% of the average trading price of the Trust PIERS for the five trading days ending on the respective dates outlined in the table below: | |||||||||||||||||
Accrual Period | Contingent Interest Rate | Trading price period end date | Cash interest paid per $50 stated liquidation amount of Trust PIERS | Payment Date | |||||||||||||
Start Date | End Date | ||||||||||||||||
June 15, 2013 | September 14, 2013 | 0.13% | June 13, 2013 | $ | 0.07 | September 16, 2013 | |||||||||||
September 15, 2013 | December 14, 2013 | 0.13% | September 12, 2013 | $ | 0.09 | December 16, 2013 | |||||||||||
December 15, 2013 | March 14, 2014 | 0.13% | December 12, 2013 | $ | 0.09 | March 17, 2014 | |||||||||||
March 15, 2014 | June 14, 2014 | 0.13% | March 13, 2014 | $ | 0.09 | June 16, 2014 | |||||||||||
June 15, 2014 | September 14, 2014 | 0.13% | June 12, 2014 | $ | 0.09 | September 15, 2014 | |||||||||||
September 15, 2014 | December 14, 2014 | 0.13% | September 12, 2014 | $ | 0.1 | December 15, 2014 | |||||||||||
December 15, 2014 | March 14, 2015 | 0.13% | December 11, 2014 | $ | 0.11 | March 16, 2015 | |||||||||||
In connection with the issuance of the Series A 2033 Debentures and the Series B 2033 Debentures, the Company deferred $6 million in debt issuance costs, of which an immaterial amount was amortized to expense for the years ended December 31, 2014, 2013 and 2012. Additionally, interest expense for the year ended December 31, 2013 includes approximately $1 million of deferred debt issuance costs written off in connection with conversion of the Series A 2033 Debentures and Series B 2033 Debentures. | |||||||||||||||||
Convertible Senior Debentures due 2035 | |||||||||||||||||
Initial 2035 Debentures | |||||||||||||||||
As of December 31, 2014, approximately $186 million aggregate principal amount of the Initial 2035 Debentures remained outstanding. In the fourth quarter of 2014, the Company entered into separate, privately negotiated exchange agreements under which it retired approximately $241 million aggregate principal amount outstanding of the Initial 2035 Debentures in exchange for the issuance of approximately $241 million aggregate principal amount of new 3.25% Senior Convertible Exchange Debentures due 2035 (the “Exchange 2035 Debentures”). The terms of the Exchange 2035 Debentures are substantially similar to the terms of the Initial 2035 Debentures except that the Interest Rate Reset Date, the Put Date and the Call Date were extended as described below. | |||||||||||||||||
The Initial 2035 Debentures bear interest at a rate of 3.25% per year, subject to an upward adjustment on and after December 15, 2015 (the “Interest Rate Reset Date”) in certain circumstances, up to an annual rate not to exceed 1.99 times 3.25%. The Initial 2035 Debentures also will accrue contingent interest in cash, beginning with the six-month interest period commencing December 15, 2015, during any six-month period in which the trading price of the Initial 2035 Debentures for each of the five trading days ending on the second trading day immediately preceding the first day of the applicable six-month interest period equals or exceeds 120% of the principal amount of the Initial 2035 Debentures. | |||||||||||||||||
Holders may convert their Initial 2035 Debentures, prior to December 15, 2033, on any date during any fiscal quarter (and only during such fiscal quarter) if the closing sales price of the Company’s common stock was more than 130% of the then current conversion price for at least 20 trading days in the 30 consecutive trading day period ending on, and including, the last trading day of the previous fiscal quarter or during any five consecutive trading days period if, during the previous five consecutive trading period, the average trading price of the Initial 2035 Debentures for each day was less than 98% of the average of the closing sale price of the Company’s common stock during such five trading day period multiplied by the then current conversion rate. Upon conversion, the Company will pay cash and shares of Omnicare common stock, if any, on a net share settlement basis, based on a daily conversion value calculated on a proportionate basis for each day of the applicable cash averaging settlement period. As of December 31, 2014, the adjusted conversion rate is approximately 12.99 shares of common stock per $1,000 principal amount of Initial 2035 Debentures (equivalent to an adjusted conversion price of approximately $77 per share), subject to adjustment in certain circumstances. | |||||||||||||||||
Holders also have the right, on December 15, 2015 (the “Put Date”), to require the Company to repurchase all or a portion of their Initial 2035 Debentures at a cash repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest (including contingent interest, if any). The Company has the right, on or after December 15, 2015 (the “Call Date”), to redeem all or a portion of the Initial 2035 Debentures at a cash redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest (including contingent interest, if any). Since the Put Date occurs in 2015, the Initial 2035 Debentures have been classified as current debt, net of unamortized discount, on the Consolidated Balance Sheets. | |||||||||||||||||
In connection with the issuance of the Initial 2035 Debentures, the Company deferred approximately $17 million in debt issuance costs, of which approximately $1 million were amortized to expense for each of the years ended December 31, 2014, 2013 and 2012. | |||||||||||||||||
In the second quarter of 2012, the Company purchased $25 million aggregate principal amount of its outstanding Initial 2035 Debentures and recognized a non-cash loss on the debt extinguishment of $2 million, which was recorded in “Other charges” on the Consolidated Statements of Comprehensive Income (Loss). | |||||||||||||||||
Exchange 2035 Debentures | |||||||||||||||||
As of December 31, 2014, approximately $241 million aggregate principal amount of the Exchange 2035 Debentures remained outstanding. The Exchange 2035 Debentures have substantially the same terms as the Initial 2035 Debentures except that the Put Date and Interest Rate Reset Date were extended to January 15, 2021 and the Call Date was extended to January 15, 2018. | |||||||||||||||||
In connection with the issuance of the Exchange 2035 Debentures, the Company deferred approximately $0.5 million in debt issuance costs, an immaterial amount of which was amortized to expense for the year ended December 31, 2014. Additionally, the Company incurred approximately $3 million in debt issuance costs related to the exchange that were recorded in “Interest expense” on the Consolidated Statements of Comprehensive Income (Loss) in the fourth quarter of 2014. | |||||||||||||||||
Favorably impacting operating cash flow was the excess of tax deductible interest expense over book interest expense related to the 2033 Debentures, Initial 2035 Debentures, Exchange 2035 Debentures, 2025 Notes, 2042 Notes and 2044 Notes. This resulted in an increase in the Company’s deferred tax liabilities during the year ended December 31, 2014, 2013 and 2012 of $33 million, $29 million and $21 million, respectively ($199 million cumulative as of December 31, 2014). The recorded deferred tax liability could, under certain circumstances, be realized in the future upon conversion or redemption of the related debt securities which would serve to reduce operating cash flows. | |||||||||||||||||
Information relating to the Company’s convertible securities at December 31, 2014 is set forth in the following table: | |||||||||||||||||
Convertible Debt | Carrying Value of Equity Component (in thousands) | Remaining Amortization Period | Effective Interest Rate | ||||||||||||||
3.75% convertible senior subordinated notes, due 2025 | $ | 6,913 | 11 | 8.25 | % | ||||||||||||
4.00% junior subordinated convertible debentures, due 2033 | $ | 118,348 | 18.5 | 8.01 | % | ||||||||||||
3.25% convertible senior debentures, due 2035 | $ | 233,901 | 1 | 7.63 | % | ||||||||||||
3.25% convertible senior exchange debentures, due 2035 | $ | 25,259 | 6.25 | 5.24 | % | ||||||||||||
3.50% convertible senior subordinated notes, due 2044 | $ | 208,200 | 29.15 | 7.7 | % | ||||||||||||
The fair value of the Company’s fixed-rate debt instruments, excluding the previously disclosed interest rate swap values, is based on quoted market prices (Level 2) and is summarized as follows (in thousands): | |||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||||||
Financial Instrument: | Book Value | Market Value | Book Value | Market Value | |||||||||||||
7.75% senior subordinated notes, due 2020 | $ | — | $ | — | $ | 400,000 | $ | 435,800 | |||||||||
4.75% senior notes, due 2022 | 400,000 | 408,000 | — | — | |||||||||||||
5.00% senior notes, due 2024 | 300,000 | 316,700 | — | — | |||||||||||||
3.75% convertible senior subordinated notes, due 2025 | |||||||||||||||||
Carrying value | 54,148 | — | 87,310 | — | |||||||||||||
Unamortized debt discount | 25,824 | — | 45,098 | — | |||||||||||||
Principal amount | 79,972 | 211,900 | 132,408 | 306,500 | |||||||||||||
4.00% junior subordinated convertible debentures, due 2033 | |||||||||||||||||
Carrying value | 188,550 | — | 186,136 | — | |||||||||||||
Unamortized debt discount | 118,133 | — | 121,017 | — | |||||||||||||
Principal amount | 306,683 | 550,200 | 307,153 | 455,900 | |||||||||||||
3.25% convertible senior debentures, due 2035 | |||||||||||||||||
Carrying value | 178,284 | — | 393,126 | — | |||||||||||||
Unamortized debt discount | 7,749 | — | 34,374 | — | |||||||||||||
Principal amount | 186,033 | 197,000 | 427,500 | 457,400 | |||||||||||||
3.25% convertible senior exchange debentures, due 2035 | |||||||||||||||||
Carrying value | 216,738 | — | — | — | |||||||||||||
Unamortized debt discount | 24,729 | — | — | — | |||||||||||||
Principal amount | 241,467 | 279,500 | — | — | |||||||||||||
3.75% convertible senior debentures, due 2042 | |||||||||||||||||
Carrying value | — | — | 225,014 | — | |||||||||||||
Unamortized debt discount | — | — | 164,986 | — | |||||||||||||
Principal amount | — | — | 390,000 | 592,800 | |||||||||||||
3.50% convertible senior debentures, due 2044 | |||||||||||||||||
Carrying value | 218,474 | — | 216,643 | — | |||||||||||||
Unamortized debt discount | 205,776 | — | 207,607 | — | |||||||||||||
Principal amount | 424,250 | 507,000 | 424,250 | 428,500 | |||||||||||||
Stock_Based_Compensation
Stock Based Compensation | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Stock-Based Compensation [Abstract] | |||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Stock-Based Compensation Plans | ||||||||||||||||||
During 2014, stockholders of the Company approved the 2014 Stock and Incentive Plan (the “2014 Plan”), under which the Company is authorized to grant options, restricted stock, restricted stock units, performance based restricted stock units, and other incentive compensation in an aggregate amount of up to 6 million shares of Company common stock to employees, officers, directors, consultants and advisors of the Company. Beginning May 22, 2014, new grants of stock-based incentive awards are made only from the 2014 Plan. | |||||||||||||||||||
As of December 31, 2014, the Company also had outstanding options and stock awards under the 2004 Stock and Incentive Plan, which no longer permits new grants. | |||||||||||||||||||
Under the Company’s stock-based compensation plans, stock options generally vest and become exercisable at varying points in time, ranging up to four years following the grant date, and generally have terms of ten years from the grant date. Stock option awards are granted with an exercise price that is no less than the fair market value of Company stock on the grant date. Omnicare’s normal practice is to issue new shares upon stock option exercise. Certain outstanding stock option and stock awards provide for accelerated vesting upon a change in control, as defined in the applicable plans. | |||||||||||||||||||
Employee Stock Purchase Plan | |||||||||||||||||||
In November 1999, the Company’s Board of Directors adopted the Omnicare StockPlus Program, a non-compensatory employee stock purchase plan (the “ESPP”), under which employees and non-employee directors of the Company may contribute up to 6% of eligible compensation (or an amount not to exceed $20,000 for non-employee directors) to purchase shares of the Company’s common stock. For each share of stock purchased, the participant also receives two options to purchase a share of the Company’s common stock. The stock options are subject to a four-year vesting period and are generally subject to forfeiture in the event the related shares purchased are not held by the participant for a minimum of two years. The stock options have a ten-year term from the date of issuance. Amounts contributed to the ESPP are used by the plan administrator to purchase the Company’s stock on the open market or for shares issued by Omnicare. | |||||||||||||||||||
Restricted Stock and Restricted Stock Units | |||||||||||||||||||
Stock awards are granted at the discretion of the Compensation Committee of the Company’s Board of Directors. These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically three to ten-year periods. As part of their compensation, members of the Board of Directors can elect to receive either a restricted stock award or a restricted stock unit, the latter of which is deferred until their separation from the Board. Vesting of these awards/units mirrors their term of service (currently one year). The fair value of a stock award is equal to the fair market value of an equivalent number of shares of Company common stock on the grant date. | |||||||||||||||||||
Performance Based Restricted Stock Units | |||||||||||||||||||
Performance-based restricted stock units awards are granted at the discretion of the Compensation Committee of the Board of Directors. These awards are restricted as to the transfer of ownership and vest based on the Company’s achievement of certain performance targets. | |||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||
To determine the fair value of stock options on the grant date, the Company uses a Black-Scholes pricing model that incorporates the trading price of Omnicare’s common stock as well as assumptions regarding several complex and subjective variables, including the expected volatility of the trading price of Omnicare’s common stock over the expected term of the option, actual and projected stock option exercise behavior, the risk-free interest rate and the stock’s dividend yield on Omnicare’s common stock. | |||||||||||||||||||
The expected term of stock options granted represents the period of time that the stock options are expected to be outstanding and is estimated based primarily on historical stock option exercise experience. The expected volatility is based primarily on the historical volatility of the Company’s common stock over a period generally commensurate with the expected term of the stock options. The risk-free interest rate is based on United States Treasury Strip issues with remaining terms similar to the expected term of the stock options. The expected dividend yield is based on the current Omnicare stock dividend yield. The Company is required to estimate forfeitures at the time of the grant and revise those estimates in subsequent periods as necessary to reflect any changes in actual forfeiture experience. Omnicare uses historical data to estimate pre-vesting stock option forfeitures and records stock-based compensation expense only for those awards that are expected to vest. All stock option awards are amortized on a straight-line basis over the requisite service periods of the awards, which are generally the vesting period. | |||||||||||||||||||
The table below represents the assumptions used to value stock options granted during the years ended December 31,: | |||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||
Expected volatility | 22.3 | % | 27.1 | % | 33.6 | % | |||||||||||||
Risk-free interest rate | 1.8 | % | 1.4 | % | 0.7 | % | |||||||||||||
Expected dividend yield | 1.3 | % | 1.2 | % | 1.7 | % | |||||||||||||
Expected term of options (in years) | 4.58 | 4.8 | 5 | ||||||||||||||||
Weighted average fair value per option | $ | 12.47 | $ | 12.03 | $ | 9.72 | |||||||||||||
Total pretax stock-based compensation expense recognized in the Consolidated Statements of Comprehensive Income (Loss) as part of operating expense is approximately $1 million for stock options and $19 million for stock awards for the year ended December 31, 2014, approximately $1 million for stock options and $18 million for stock awards for the year ended December 31, 2013 and approximately $1 million for stock options and $15 million for stock awards for the year ended December 31, 2012. | |||||||||||||||||||
As of December 31, 2014, the Company had approximately $27 million of unrecognized compensation cost related to nonvested stock awards and stock options granted to Omnicare employees, which is expected to be recognized over a remaining weighted-average period of approximately 2.52 years. The total grant date fair value of stock options vested during the years ended December 31, 2014, 2013, and 2012 was approximately $1 million, $1 million and $2 million, respectively. The total grant date fair value of stock awards vested during the years ended December 31, 2014, 2013, and 2012 was $19 million, $12 million and $18 million, respectively. | |||||||||||||||||||
Stock Option Activity | |||||||||||||||||||
A summary of stock option activity under the Company’s stock-based compensation plans, including the ESPP, for the year ended December 31, 2014, is presented below (in thousands, except exercise price data): | |||||||||||||||||||
2014 | |||||||||||||||||||
Shares | Weighted Average Exercise Price | ||||||||||||||||||
Options outstanding, beginning of year | 766 | $ | 36.43 | ||||||||||||||||
Options granted | 70 | 62.49 | |||||||||||||||||
Options exercised | (337 | ) | 38.27 | ||||||||||||||||
Options forfeited | (38 | ) | 39.15 | ||||||||||||||||
Options outstanding, end of year | 461 | 38.78 | |||||||||||||||||
Options exercisable, end of year | 213 | $ | 33.84 | ||||||||||||||||
The aggregate intrinsic value of options exercised, as of respective exercise dates, during the years ended December 31, 2014, 2013 and 2012 was approximately $8 million, $8 million and $12 million, respectively. | |||||||||||||||||||
The following table summarizes information about stock options outstanding and exercisable (in thousands, except exercise price and remaining life data): | |||||||||||||||||||
OPTIONS OUTSTANDING | OPTIONS EXERCISABLE | ||||||||||||||||||
Range of Exercise Prices | Number Outstanding at December 31, 2014 | Weighted Average Remaining Contractual Life (in years) | Weighted Average Exercise Price | Number Exercisable at December 31, 2014 | Weighted Average Remaining Contractual Life (in years) | Weighted Average Exercise Price | |||||||||||||
$20.87 - 32.71 | 187 | 5.23 | $ | 26.96 | 115 | 4.27 | $ | 25.24 | |||||||||||
32.72 - 44.56 | 146 | 5.59 | 36.92 | 56 | 2.84 | 36.59 | |||||||||||||
44.57 - 56.41 | 64 | 4.15 | 54 | 38 | 0.91 | 53.33 | |||||||||||||
56.42 - 68.23 | 64 | 8.94 | 62.42 | 4 | 1.18 | 57.98 | |||||||||||||
$20.87 - 68.23 | 461 | 5.71 | $ | 38.78 | 213 | 3.24 | $ | 33.84 | |||||||||||
Restricted Stock Award Activity | |||||||||||||||||||
A summary of nonvested restricted stock and restricted stock unit award activity and performance-based restricted stock unit activity for the year ended December 31, 2014, is presented below (in thousands, except fair value data): | |||||||||||||||||||
2014 | |||||||||||||||||||
Shares/units | Weighted Average Grant Date Fair Value | ||||||||||||||||||
Nonvested shares/units, beginning of year | 1,423 | $ | 33.33 | ||||||||||||||||
Shares/units awarded | 350 | 59.34 | |||||||||||||||||
Shares/units vested | (586 | ) | 31.81 | ||||||||||||||||
Shares/units forfeited | (233 | ) | 36.35 | ||||||||||||||||
Nonvested shares/units, end of year | 954 | $ | 43.07 | ||||||||||||||||
Separation_Benefit_Plan_Termin
Separation, Benefit Plan Termination (Notes) | 12 Months Ended |
Dec. 31, 2014 | |
Separation, Benefit Plan Termination and Related Costs [Abstract] | |
Separation Benefit Plan Termination And Related Costs [Text Block] | During the year ended December 31, 2014, the Company recorded separation related costs and accelerated stock-based compensation expense of approximately $21 million, including charges related to the retirement of the Company’s former Chief Executive Officer in the second quarter of 2014. During the year ended December 31, 2013, the Company recorded separation related costs for certain employees of approximately $7 million. During the year ended December 31, 2012, the Company recorded a $21 million charge in connection with the separation of certain executives of the Company, including charges resulting from the resignation of the Company’s former Chief Executive Officer in the second quarter of 2012 and the separation of other executives in the first and third quarters of 2012. These charges, primarily related to severance and accelerated vesting of restricted stock, are included in “Other charges” on the Consolidated Statements of Comprehensive Income (Loss). |
Employee_Benefit_Plans_Notes
Employee Benefit Plans (Notes) | 12 Months Ended |
Dec. 31, 2014 | |
Employee Benefit Plans [Abstract] | |
Compensation and Employee Benefit Plans [Text Block] | The Company has defined contribution savings plans under which eligible employees can participate by contributing a portion of their salary for investment, at the direction of each employee, in one or more investment funds. Several of the plans were adopted in connection with certain of the Company’s acquisitions. The plans are primarily tax-deferred arrangements pursuant to Internal Revenue Code (“IRC”) Section 401(k) and are subject to the provisions of the Employee Retirement Income Security Act (“ERISA”). The Company matches employee contributions in varying degrees in cash based on the contribution levels of the employees and in accordance with the applicable plan documents. For the years ended December 31, 2014, 2013 and 2012, expense for these defined contribution plans, relating primarily to the Company’s matching contributions, was $11 million, $11 million and $8 million, respectively. |
Effective January 1, 2013, the Company has a nonqualified Deferred Compensation Plan (“Deferred Plan”) for highly compensated employees of the Company that allows them to defer up to 50% of their annual base salary and up to 100% of their annual bonus. The Company makes a matching contribution on behalf of the participants equal to 50% of the participant’s contribution for the year up to a maximum of 6% of the participant’s eligible compensation. The Deferred Plan also permits the Company to make discretionary contributions on behalf of the participants. Employee contributions vest immediately and Company contributions vest ratably based on the participant’s years of service with the amount becoming fully vested upon the participant completing five years of service. Expense related to the Company’s matching contributions under the Deferred Plan for each of the years ended December 31, 2014 and 2013 was not significant. | |
The Company has a non-contributory, defined benefit pension plan (the “Qualified Plan”) covering certain corporate headquarters employees and the employees of several companies sold by the Company in 1992, for which benefits ceased accruing upon the sale. Benefits accruing under the Qualified Plan to corporate headquarters employees were fully vested and frozen as of January 1, 1994. | |
The Qualified Plan is funded with an irrevocable trust, which consists of assets held in the Vanguard Intermediate-Term Treasury Fund Admiral Shares fund (“Vanguard Fund”), a mutual fund holding U.S. Treasury obligations. The Company’s investment strategy generally targets investing in intermediate U.S. government and agency securities funds, seeking a moderate and sustainable level of current income by investing primarily in intermediate-term U.S. Treasury obligations with a low credit default risk. The Company’s general approach is to fund its pension obligations in accordance with the funding provisions of ERISA. | |
The Qualified Plan is immaterial to the Company’s financial position overall, and the net periodic pension cost was $0.4 million, $0.4 million and $0.3 million for the years ended December 31, 2014, 2013 and 2012, respectively. The estimated amount of net loss in accumulated other comprehensive income that is expected to be recognized as a component of net periodic pension cost during 2015 is not significant. The projected and accumulated benefit obligation was $8 million and $6 million as of December 31, 2014 and 2013, respectively, based on a discount rate of 3.8% for 2014 and 4.7% for 2013. In addition, the expected long-term rate of return on assets was 4.0%, 4.0% and 6.0% for the years ended December 31, 2014, 2013, and 2012, respectively, and the fair value of plan assets was $4 million as of December 31, 2014 and $4 million as of December 31, 2013. No significant funding is anticipated to be necessary in 2015 relating to the Qualified Plan, and Company contributions to the plan were $0.1 million and $0.2 million, respectively, for the years ended December 31, 2014, and 2013. As of December 31, 2014 and 2013, the Qualified Plan has a projected benefit obligation in excess of plan assets of $4 million and $2 million, respectively, which are recorded in the Consolidated Balance Sheet as a noncurrent liability. As of December 31, 2014, projected benefit payments for each of the next five fiscal years and in the aggregate for the years thereafter are estimated to be approximately $0.3 million per year through 2024. |
Income_Taxes_Notes
Income Taxes (Notes) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Income Taxes [Abstract] | |||||||||||||||||||||
Income Tax Disclosure [Text Block] | Provision | ||||||||||||||||||||
The provision for income taxes from continuing operations is comprised of the following (in thousands): | |||||||||||||||||||||
For the years ended December 31, | |||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||
Current provision | $ | 20,454 | $ | 27,160 | $ | 7,962 | |||||||||||||||
Deferred provision | 92,700 | 61,932 | 95,327 | ||||||||||||||||||
Total income tax provision from continuing operations | $ | 113,154 | $ | 89,092 | $ | 103,289 | |||||||||||||||
For the years ended December 31, 2014, 2013 and 2012, tax benefits related to the exercise of stock options and stock awards were credited (debited) to paid-in capital in the amounts of $9 million, $0.2 million and $3 million, respectively. | |||||||||||||||||||||
Effective Income Tax Rate | |||||||||||||||||||||
The difference between the Company’s reported income tax expense from continuing operations and the federal income tax expense from continuing operations computed at the applicable statutory rate of 35.0% is reconciled in the following table (in thousands): | |||||||||||||||||||||
For the years ended December 31, | |||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||
Federal income tax at the applicable statutory rate | $ | 104,086 | 35 | % | $ | 60,897 | 35 | % | $ | 96,331 | 35 | % | |||||||||
Change in valuation allowance | (4,524 | ) | (1.5 | ) | 3,122 | 1.8 | 535 | 0.2 | |||||||||||||
State, local and foreign income taxes, net of federal income tax benefit | 11,233 | 3.8 | 8,142 | 4.7 | 9,491 | 3.4 | |||||||||||||||
Expiration of state net operating losses | 5,812 | 2 | — | — | — | — | |||||||||||||||
Non-deductible legal settlements | (2,619 | ) | (0.9 | ) | 17,136 | 9.8 | — | — | |||||||||||||
Other, net | (834 | ) | (0.3 | ) | (205 | ) | (0.1 | ) | (3,068 | ) | (1.1 | ) | |||||||||
Total income tax provision from continuing operations | $ | 113,154 | 38.1 | % | $ | 89,092 | 51.2 | % | $ | 103,289 | 37.5 | % | |||||||||
The decrease in the valuation allowance of $4.5 million reported in the reconciliation of the effective tax rate for continuing operations primarily represents the removal of the valuation allowance related to $5.8 million of state net operating losses (“NOLs”) that expired. Income tax payments, net, were $56 million, $12 million and $44 million for the years ended December 31, 2014, 2013 and 2012, respectively. State taxes for fiscal year 2013 include the nondeductible portion of the Gale settlement. See “Note 18 - Commitments and Contingencies”. | |||||||||||||||||||||
Deferred Tax Assets and Liabilities | |||||||||||||||||||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. | |||||||||||||||||||||
Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands): | |||||||||||||||||||||
December 31, | |||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Accounts receivable reserves | $ | 66,102 | $ | 77,610 | |||||||||||||||||
Net operating loss and capital loss carryforwards | 144,953 | 76,809 | |||||||||||||||||||
Accrued liabilities | 67,549 | 116,162 | |||||||||||||||||||
Other | 19,996 | 18,030 | |||||||||||||||||||
Gross deferred tax assets, before valuation allowances | 298,600 | 288,611 | |||||||||||||||||||
Valuation allowances | (95,712 | ) | (24,159 | ) | |||||||||||||||||
Gross deferred tax assets, net of valuation allowances | $ | 202,888 | $ | 264,452 | |||||||||||||||||
Amortization of intangibles | $ | 643,862 | $ | 623,087 | |||||||||||||||||
Contingent convertible debentures interest | 349,892 | 412,305 | |||||||||||||||||||
Fixed assets and depreciation methods | 39,795 | 73,538 | |||||||||||||||||||
Subsidiary stock basis | 10,810 | 10,776 | |||||||||||||||||||
Other | 35,576 | 22,385 | |||||||||||||||||||
Gross deferred tax liabilities | $ | 1,079,935 | $ | 1,142,091 | |||||||||||||||||
The increase in the valuation allowance of $72 million during 2014 was primarily due to the valuation allowance of $76 million established against the capital loss generated from the sale of Hospice. As of December 31, 2014, the Company had deferred tax benefits related to its federal and state NOLs and capital losses totaling approximately $145 million ($23 million federal, $41 million state and $81 million capital). These NOLs and capital losses will expire, in varying amounts, from 2015 through 2033. The potential future tax benefits of the state NOLs and capital losses have been offset by valuation allowances of $15 million and $81 million, respectively. The state valuation allowances are based on the Company’s analysis of the likelihood of generating sufficient taxable income in the applicable states to utilize the NOLs before expiration. A full valuation allowance has been established against the capital loss because the loss can be utilized only if capital gains are generated in the future, which management believes is not more likely than not. | |||||||||||||||||||||
Uncertain Tax Positions | |||||||||||||||||||||
At January 1, 2014, the Company had gross unrecognized tax benefits of $15 million and ended the year with gross unrecognized tax benefits of $16 million. A reconciliation of the beginning and end of year unrecognized tax benefits is as follows (in thousands): | |||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||
Unrecognized tax benefits at beginning of year | $ | 14,822 | $ | 14,216 | $ | 17,091 | |||||||||||||||
Additions based on tax positions related to the current year | 100 | 1,440 | 1,845 | ||||||||||||||||||
Additions for tax positions of prior years | 6,618 | 8,114 | 2,050 | ||||||||||||||||||
Reductions for tax positions of prior years | (581 | ) | (3,023 | ) | (3,051 | ) | |||||||||||||||
Settlement reductions | (4,412 | ) | (4,602 | ) | (3,410 | ) | |||||||||||||||
Reductions for tax positions settled through the expirations of the statute of limitations | (82 | ) | (1,323 | ) | (309 | ) | |||||||||||||||
Unrecognized tax benefits at end of year | $ | 16,465 | $ | 14,822 | $ | 14,216 | |||||||||||||||
At December 31, 2014, unrecognized tax benefits, net of federal tax benefit, includes approximately $12 million that, if recognized, would affect the effective tax rate. The liabilities for unrecognized tax benefits are included in “Other current liabilities” and “Other noncurrent liabilities” in the Consolidated Balance Sheets based on whether the company anticipates the amounts will be paid, settled, or lapse due to expiration of the statute of limitations within one year. At December 31, 2014, $11 million was reported in current liabilities and $5 million was reported in non-current liabilities. The Company recognizes interest and penalties related to unrecognized tax benefits in tax expenses. During the years ended December 31, 2014, 2013, and 2012, the Company recognized approximately $(1) million, $(1) million, and $(0.1) million, respectively, in interest, net of federal tax benefit, and penalties. The Company had accrued approximately $1 million, $2 million, and $3 million, respectively, for the payment of interest and penalties at December 31, 2014, 2013, and 2012. | |||||||||||||||||||||
The Company files income tax returns in the U.S. federal jurisdiction and various states. The Company is no longer subject to examinations by U.S. federal tax authorities for years before 2011 and, with few exceptions, state, local or non-U.S. tax authorities for years before 2009. The Company is under examination by the Internal Revenue Service for 2011 and 2012, and the related uncertain tax positions for these years are reserved in “Other current liabilities” on the Consolidated Balance Sheet. The Company is also under examination by various state jurisdictions. |
Earnings_Loss_Per_Share_Data_N
Earnings (Loss) Per Share Data (Notes) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Earnings Per Share [Abstract] | ||||||||||||
Earnings (Loss) Per Share Data | Basic earnings per share are computed based on the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share include the dilutive effect of stock options, warrants and restricted stock awards, as well as convertible debt securities. | |||||||||||
The following is a reconciliation of the basic and diluted earnings per share (“EPS”) computations for both the numerator and denominator (in thousands, except per share data): | ||||||||||||
For the years ended December 31, | ||||||||||||
2014:00:00 | Income (loss)(Numerator) | Common Shares(Denominator) | Per Common | |||||||||
Share Amounts | ||||||||||||
Basic EPS | ||||||||||||
Income from continuing operations | $ | 184,212 | $ | 1.89 | ||||||||
Loss from discontinued operations | (39,685 | ) | (0.41 | ) | ||||||||
Net income | 144,527 | 97,524 | $ | 1.48 | ||||||||
Effect of Dilutive Securities | ||||||||||||
Convertible securities | 264 | 8,129 | ||||||||||
Stock options and awards | — | 575 | ||||||||||
Diluted EPS | ||||||||||||
Income from continuing operations plus assumed conversions | 184,476 | $ | 1.74 | |||||||||
Loss from discontinued operations | (39,685 | ) | (0.37 | ) | ||||||||
Net income plus assumed conversions | $ | 144,791 | 106,228 | $ | 1.36 | |||||||
2013:00:00 | ||||||||||||
Basic EPS | ||||||||||||
Income from continuing operations | $ | 84,892 | $ | 0.83 | ||||||||
Loss from discontinued operations | (128,324 | ) | (1.26 | ) | ||||||||
Net income (loss) | (43,432 | ) | 102,080 | $ | (0.43 | ) | ||||||
Effect of Dilutive Securities | ||||||||||||
Convertible securities | 281 | 6,736 | ||||||||||
Stock options, warrants and awards | — | 633 | ||||||||||
Diluted EPS | ||||||||||||
Income from continuing operations plus assumed conversions | 85,173 | $ | 0.78 | |||||||||
Loss from discontinued operations | (128,324 | ) | (1.17 | ) | ||||||||
Net income (loss) plus assumed conversions | $ | (43,151 | ) | 109,449 | $ | (0.39 | ) | |||||
2012:00:00 | ||||||||||||
Basic EPS | ||||||||||||
Income from continuing operations | $ | 171,943 | $ | 1.57 | ||||||||
Income from discontinued operations | 22,931 | 0.21 | ||||||||||
Net income | 194,874 | 109,531 | $ | 1.78 | ||||||||
Effect of Dilutive Securities | ||||||||||||
Convertible securities | 284 | 2,891 | ||||||||||
Stock options, warrants and awards | — | 566 | ||||||||||
Diluted EPS | ||||||||||||
Income from continuing operations plus assumed conversions | 172,227 | $ | 1.52 | |||||||||
Income from discontinued operations | 22,931 | 0.2 | ||||||||||
Net income plus assumed conversions | $ | 195,158 | 112,988 | $ | 1.73 | |||||||
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. | ||||||||||||
The Company is required to include additional shares in its diluted shares outstanding calculation based on the treasury stock method when the average Omnicare stock market price for the applicable period exceeds the following amounts: | ||||||||||||
Convertible Debt | Price | |||||||||||
3.75% convertible senior subordinated notes, due 2025 | $ | 26.84 | ||||||||||
4.00% junior subordinated convertible debentures, due 2033 | $ | 40.82 | ||||||||||
3.25% convertible senior debentures, due 2035 | $ | 77 | ||||||||||
3.25% convertible senior exchange debentures, due 2035 | $ | 77 | ||||||||||
3.50% convertible senior subordinated notes, due 2044 | $ | 70 | ||||||||||
Diluted weighted average shares outstanding excludes the impact of an immaterial amount of stock options and stock awards for the year ended December 31, 2014 and approximately 1 million and 2 million stock options, warrants and stock awards for the years ended December 31, 2013 and 2012, respectively, due to the exercise prices of these awards being greater than the average fair market value of the Company’s common stock during these periods. |
Restructuring_and_Other_Relate
Restructuring and Other Related Charges (Notes) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Restructuring and Related Activities [Abstract] | |||||||||||||||||||||
Restructuring and Other Related Charges | Company-wide Reorganization Program | ||||||||||||||||||||
During 2010, the Company initiated a Company-wide Reorganization Program (“CWR”), including a reshaping of the organization with the objective of deploying resources closer to its customers, allowing Omnicare to become more responsive to customer needs, better leveraging the Omnicare platform and better positioning the Company for potential growth. The CWR program was completed in the third quarter of 2012 with the relocation of the Company’s corporate headquarters. The Company recorded restructuring and other related charges for the CWR program of approximately $9 million in the third quarter of 2012 and $12 million cumulatively since 2010. The majority of the charges were recorded in the Corporate/Other segment. | |||||||||||||||||||||
Details of the CWR restructuring related charges are as follows (pretax, in thousands): | |||||||||||||||||||||
Balance at | Utilized | Balance at | Utilized | Balance at | |||||||||||||||||
December 31, | during | December 31, | during | December 31, | |||||||||||||||||
2012 | 2013 | 2013 | 2014 | 2014 | |||||||||||||||||
Restructuring charges: | |||||||||||||||||||||
Lease terminations | $ | 6,755 | $ | (2,309 | ) | $ | 4,446 | (1,966 | ) | 2,480 | |||||||||||
Other assets, fees and facility exit costs | 367 | (305 | ) | 62 | (36 | ) | 26 | ||||||||||||||
Total restructuring charges | $ | 7,122 | $ | (2,614 | ) | $ | 4,508 | $ | (2,002 | ) | $ | 2,506 | |||||||||
The remaining liabilities at December 31, 2014 represent amounts not yet paid relating to actions taken in connection with the program (primarily lease payments). The provision/accrual and corresponding payment amounts relating to employee severance were accounted for in accordance with guidance for employers’ accounting for postemployment benefits; and the provision/accrual and corresponding payment amounts relating to employment agreement buy-outs are being accounted for in accordance with guidance regarding accounting for costs associated with exit or disposal activities. | |||||||||||||||||||||
Additionally, in the year ended December 31, 2014, the Company incurred costs of approximately $1 million related to lease restructuring activities within SCG, which was included in “Other charges” on the Consolidated Statements of Comprehensive Income (Loss). |
Commitments_and_Contingencies_
Commitments and Contingencies (Notes) | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Omnicare evaluates contingencies on an ongoing basis in light of the best available information. The Company believes that it has recorded liabilities to the extent necessary if a material loss is considered probable and reasonably estimable. To the extent that the resolution of contingencies results in actual losses that differ from the Company’s recorded liabilities, future earnings will be charged or credited accordingly. |
On June 2, 2014, a complaint captioned Charles Lee on behalf of himself and all others similarly situated v. Omnicare, Inc., No. 14-CIV-1335 was filed against the Company in the U.S. District Court for the Southern District of California. The plaintiff brought the action individually and on behalf of a similarly situated class of plaintiffs. The plaintiff alleged that the Company violated the Telephone Consumer Protection Act (“TCPA”) by improperly calling cellular telephone numbers using an automatic telephone dialing system. On July 11, 2014, the Company filed an answer to the complaint. On December 15, 2014, the parties executed a settlement agreement in which the plaintiff agreed to settle the individual claims with prejudice for a nominal sum. On January 14, 2015, the court granted the parties’ motion to dismiss the individual claims with prejudice and entered an order declaring the case closed. | |
On March 21, 2014, a complaint entitled United States, et al., ex rel. Fox Rx, Inc. v. Dr. Reddy’s Inc., Omnicare, Inc., and NeighborCare, Inc., No. 13-CIV-3779 was served on Omnicare. The initial complaint was filed under seal on June 4, 2013 in the U.S. District Court for the Southern District of New York. The complaint was brought by Fox Rx., Inc. as a private party qui tam relator on behalf of the federal government and several states. The action alleges civil violations of the federal False Claims Act and analogous state laws based upon allegations that the Company entered into rebate arrangements with a manufacturer of generic simvastatin allegedly in violation of the Anti-Kickback Statute and that the Company improperly charged certain dispensing fees to Medicare Part D. The U.S. Department of Justice has notified the court that it declined to intervene in this action. On June 17, 2014, the Company filed a motion to dismiss the First Amended Complaint. On July 7, 2014, Relator filed a Second Amended Complaint in response to the motion to dismiss. On August 8, 2014, the Company moved to dismiss the Second Amended Complaint. On December 1, 2014, the court granted the Company’s motion to dismiss and entered an order dismissing with prejudice all claims against the Company. | |
On November 26, 2013, a complaint entitled United States, et al., ex rel. Frank Kurnik v. Amgen, Inc., Omnicare, Inc., PharMerica Corp., and Kindred Healthcare, Inc., No. 3:11-cv-01464-JFA, was unsealed by the U.S. District Court for the District of South Carolina. The U.S. Department of Justice has notified the court that it intervened against Omnicare for the purposes of settlement. The complaint alleges violations of the False Claims Act stemming from activities in connection with agreements it had with the manufacturer of the pharmaceutical Aranesp that allegedly violated the Anti-Kickback Statute. In a previous filing, prior to the complaint being unsealed, the Company disclosed the underlying investigation by the U.S. Department of Justice, through the U.S. Attorney’s Office for the District of South Carolina. The Company previously recorded a provision related to this matter. On February 27, 2014, the Company agreed to a settlement of this matter in exchange for a payment of $4.2 million, which was accrued as of December 31, 2013 and paid in the first half of 2014. On February 28, 2014, the Court dismissed this case with prejudice. | |
On July 29, 2013, a complaint entitled James D. “Buddy” Caldwell, Attorney General, ex rel. State of Louisiana v. Abbott Laboratories, Inc., et al., No. 603091, was served on Omnicare. The initial complaint was first filed against Abbott on June 30, 2011. Omnicare and other defendants were added on July 9, 2013. The complaint was brought by the Louisiana Attorney General alleging that certain activities in connection with agreements Omnicare had with Abbott, the manufacturer of the pharmaceutical Depakote, violated the Louisiana Medical Assistance Program Integrity Laws and Unfair Trade Practices Act. On August 27, 2013, the Company removed this action to the United States District Court for the Middle District of Louisiana. On September 26, 2013, the State moved to remand the case to state court. The Company opposed the motion. On September 23, 2014, the Court remanded the case to state court. On February 13, 2015 the Company and the State finalized an agreement to settle and dismiss all claims in the complaint in exchange for a non-material sum. The Company recorded a provision equal to the settlement amount and an estimate of legal fees in its financial results for the year ended December 31, 2014. This matter will be dismissed with prejudice. | |
On March 22, 2013, a qui tam complaint entitled United States et al. ex rel. Susan Ruscher v. Omnicare, Inc. et al., Civil No. 08-cv-3396, which had been filed under seal in the U.S. District Court for the Southern District of Texas, was unsealed by the court. The complaint was brought by Susan Ruscher as a private party qui tam relator on behalf of the federal government and several state governments. The action alleges civil violations of the federal False Claims Act and analogous state laws based upon allegations that the Company’s practices relating to customer collections violated the Anti-Kickback Statute. The U.S. Department of Justice has notified the court that it declined to intervene in this action at this time. On September 6, 2013, the relator filed a Third Amended Complaint. On November 5, 2013, the Company filed a motion to dismiss the Third Amended Complaint. On June 12, 2014, the court granted in part and denied in part the motion to dismiss. On July 14, 2014, the Company filed an answer to the Third Amended Complaint. On January 16, 2015, the court granted the Company’s motion to amend the answer to include counterclaims against the relator. The parties are currently in discovery. The Company believes that the allegations are without merit and intends to vigorously defend itself in this action. | |
On March 11, 2013, a qui tam complaint entitled United States et al. ex rel. Marc Silver v. Omnicare, Inc. et al. Civil No. 1:11-cv-01326, which had been filed under seal in the U.S. District Court for the District of New Jersey, was unsealed by the court. The complaint was brought by Marc Silver as a private party qui tam relator on behalf of the federal government and several state governments. The action alleges civil violations of the federal False Claims Act and analogous state laws based upon allegations that the Company provided certain customer facilities with discounts and other forms of remuneration in return for referrals of business in violation of the Anti-Kickback Statute. The U.S. Department of Justice has notified the court that it declined to intervene in this action. On August 30, 2013, the Company filed a motion to dismiss the complaint. On October 22, 2013, as part of the agreement in principle to settle the claims alleged in the Gale complaint (as described below), the Company agreed with the relator to settle certain federal claims alleged in the Silver complaint. The agreement in principle was not effectuated. On November 12, 2013, the relator filed his Third Amended Complaint and on December 6, 2013, the Company filed a Motion to Dismiss the Third Amended Complaint. On January 24, 2014, as part of the revised agreement in principle to settle the claims alleged in the Gale complaint, the Company agreed to pay $8.24 million and no attorneys’ fees to settle all state claims in the Silver complaint and the U.S. Department of Justice agreed to have all federal claims in the Silver complaint dismissed with prejudice. This agreement in principle relating to the claims in the Gale complaint and the federal claims in the Silver complaint was executed by the federal government, the Company, relators and relators’ counsel on June 24, 2014. The agreements in principle relating to the state claims were executed by each state named in the Silver complaint except for the State of Hawaii. On September 16, 2014, the court entered an order dismissing the Company from the case with prejudice. | |
On October 5, 2011, a qui tam complaint, entitled United States ex rel. Donald Gale v. Omnicare, Inc., No. 1:10-cv-0127, was served on the Company. The case had been filed on January 19, 2010 under seal with the U.S. District Court for the Northern District of Ohio, Eastern Division. The complaint was unsealed by the court on June 9, 2011 after the U.S. Department of Justice notified the court that it has declined to intervene in this action. The complaint was brought by Donald Gale as a private party qui tam relator on behalf of the federal government. The action alleges civil violations of the False Claims Act based on allegations that the Company provided certain customer facilities with discounts and other forms of remuneration in return for referrals of business in violation of the Anti-Kickback Statute, and offered pricing terms in violation of the “most favored customer” pricing laws of various state Medicaid plans. The Company filed a motion to dismiss on January 27, 2012. On September 26, 2012, the court granted in part and denied in part the Company’s motion to dismiss. On October 22, 2013, the Company reached an agreement in principle, without admitting liability, with the relator, pursuant to which the Company agreed to pay $120 million, plus attorneys’ fees, to settle the relator’s alleged claims, as well as certain claims alleged in the Silver complaint (described above). On December 6, 2013, after approval by the U.S. Department of Justice, the Company and the relator executed settlement documentation. Prior to the case being dismissed, the court learned of a potential breach of the seal by the relator and potential misrepresentations by the relator and his attorneys and held a hearing on January 9, 2014 to reconsider the court’s prior order denying the Company’s motion for disqualification of the relator and dismissal of the action and the Company’s additional motion for sanctions. Prior to the court’s decision on the reconsideration motion and a motion for sanctions against the relator and his attorneys, on January 24, 2014, the Company reached an agreement in principle, without admitting liability, with the U.S. Department of Justice (which was granted leave to intervene on February 20, 2014), in which the Company agreed to pay $116 million and no attorneys’ fees to settle the claims alleged in the Gale complaint and to pay $8.24 million and no attorneys’ fees to settle all the state claims alleged in the Silver complaint and the U.S. Department of Justice agreed to have federal claims alleged in the Silver complaint dismissed with prejudice. In addition, the Company and the relator reached an agreement in principle pursuant to which the relator will pay the Company $4.24 million to settle the motion for sanctions. These agreements in principle relating to the claims in the Gale complaint and the federal claims in the Silver complaint were executed by the federal government, the Company, the relators and relators’ counsel on June 24, 2014. The agreements in principle relating to the state claims in Silver were executed by each state named in the Silver complaint except for the State of Hawaii. The Company recorded a provision equal to the net settlement amount and an estimate of legal fees in its financial results for the year ended December 31, 2013. During the third quarter of 2014, settlement payments of $116 million and $8.24 million were made related to the Gale and Silver complaints, respectively, and $4.24 million was received related to the motion for sanctions filed by the Company against relator Gale and his attorneys. On August 11, 2014, the court entered an order dismissing with prejudice all claims against the Company. | |
On October 29, 2010, a qui tam complaint entitled United States et al., ex rel. Banigan and Templin v. Organon USA, Inc., Omnicare, Inc. and PharMerica Corporation, Civil No. 07-12153-RWZ, that had been filed under seal with the U.S. District Court in Boston, Massachusetts, was ordered unsealed by the court. The complaint was brought by James Banigan and Richard Templin, former employees of Organon, as private party qui tam relators on behalf of the federal government and several state and local governments. The action alleges civil violations of the False Claims Act based on allegations that Organon USA, Inc. and its affiliates paid the Company and several other long-term care pharmacies rebates, post-purchase discounts and other forms of remuneration in return for purchasing pharmaceuticals from Organon and taking steps to increase the purchase of Organon’s drugs in violation of the Anti-Kickback Statute. The U.S. Department of Justice declined to intervene in this action. The court denied the Company’s motion to dismiss on June 1, 2012. Discovery is ongoing in this matter. The Company believes that the allegations are without merit and intends to vigorously defend itself in this action. | |
The Drug Enforcement Administration (“DEA”) investigated alleged errors and deficiencies in paperwork requirements for controlled substance dispensing at several of the Company’s pharmacies in Ohio and the United States Attorney’s Office, Northern District of Ohio (“AUSA”), conducted an investigation relating to this matter. The AUSA conducted a criminal investigation of several current and former employees in connection with the DEA audits. The Company recorded a provision for this matter in the quarters ended December 31 and June 30, 2011 and December 31, 2010. On May 10, 2012, the Company agreed to a nationwide settlement of all matters subject to the DEA investigation in exchange for a payment of $50 million. The settlement included a release of all Omnicare owned pharmacies, all Omnicare joint venture pharmacies, and all present and former directors, officers, and employees from any civil penalty claim, or any administrative action, including denial, suspension, or revocation of any DEA registration, related to the subject matter of the investigation. The Company and current and former employees are no longer the subject of a criminal investigation by the AUSA in connection with the DEA audits. | |
The U.S. Department of Justice, through the U.S. Attorney’s Office for the Western District of Virginia, investigated whether the Company’s activities in connection with the agreements it had with the manufacturer of the pharmaceutical Depakote violated the False Claims Act or the Anti-Kickback Statute. The Company cooperated with this investigation and believes that it has complied with applicable laws and regulations with respect to this matter. In connection with this matter, on December 22, 2014, the U.S. Department of Justice filed a civil complaint-in-intervention in two qui tam complaints, entitled United States, et al., ex rel. Spetter v. Abbott Laboratories, Inc., Omnicare, Inc., and PharMerica Corp., No. 1:07-cv-00006 and United States, et al., ex rel. McCoyd v. Abbott Laboratories, Omnicare, Inc., PharMerica Corp., and Miles White, No. 1:07-cv-00081, alleging civil violations of the False Claims Act in connection with the manufacturer agreements described above. The Company believes that the allegations are without merit and intends to vigorously defend itself in this action. | |
The U.S. Department of Justice is investigating whether certain of the Company’s practices relating to customer collections violated the False Claims Act or the Anti-Kickback Statute. The Company is cooperating with this investigation and believes that it has complied with applicable laws and regulations with respect to this matter. | |
On January 8, 2010, a qui tam complaint, entitled United States et al., ex rel. Resnick and Nehls v. Omnicare, Inc., Morris Esformes, Phillip Esformes and Lancaster Ltd. d/b/a Lancaster Health Group, No. 1:07cv5777, that was filed under seal with the U.S. District Court in Chicago, Illinois was unsealed by the court. The U.S. Department of Justice and the State of Illinois have notified the court that they have declined to intervene in this action. The complaint was brought by Adam Resnick and Maureen Nehls as private party qui tam relators on behalf of the federal government and two state governments. The action alleges civil violations of the federal False Claims Act and certain state statutes based on allegations that Omnicare acquired certain institutional pharmacies at above-market rates in violation of the Anti-Kickback Statute and applicable state statutes. On December 1, 2010, Resnick filed a motion to withdraw as a relator, which the court granted on December 14, 2010. The Company recorded a provision for this matter in the quarter ended June 30, 2012. On June 24, 2013 the Company entered into an agreement with the remaining relator to voluntarily dismiss the action and made settlement payments in an aggregate amount of approximately $20 million. The U.S. Department of Justice and named states consented to the dismissal. On July 11, 2013, the court granted the relator’s stipulated motion to voluntarily dismiss the claims against the Company. | |
As part of the previously disclosed civil settlement agreement entered into by the Company with the U.S. Attorney’s Office, District of Massachusetts in November 2009, the Company also entered into an amended and restated corporate integrity agreement (“CIA”) with the Department of Health and Human Services Office of the Inspector General (“OIG”) with a term of five years from November 2, 2009. Pursuant to the CIA, the Company is required, among other things, to (i) create procedures designed to ensure that each existing, new or renewed arrangement with any actual or potential source of health care business or referrals to Omnicare or any actual or potential recipient of health care business or referrals from Omnicare does not violate the Anti-Kickback Statute, 42 U.S.C. (§) 1320a-7b(b) or related regulations, directives and guidance, including creating and maintaining a database of such arrangements; (ii) retain an independent review organization to review the Company’s compliance with the terms of the CIA and report to OIG regarding that compliance; and (iii) provide training for certain Company employees as to the Company’s requirements under the CIA. The requirements of the Company’s prior corporate integrity agreement obligating the Company to create and maintain procedures designed to ensure that all therapeutic interchange programs are developed and implemented by Omnicare consistent with the CIA and federal and state laws for obtaining prior authorization from the prescriber before making a therapeutic interchange of a drug and to maintain procedures for the accurate preparation and submission of claims for federal health care program beneficiaries in hospice programs, have been incorporated into the amended and restated CIA without modification. The requirements of the CIA have resulted in increased costs to maintain the Company’s compliance program and greater scrutiny by federal regulatory authorities. Violations of the CIA could subject the Company to significant monetary penalties. The OIG is currently seeking information concerning the Company’s compliance programs and policies and its arrangements. Consistent with the CIA, the Company is reviewing its contracts to ensure compliance with applicable laws and regulations. As a result of this review, pricing under certain of its consultant pharmacist services contracts has increased and will continue to increase. | |
In February 2006, two substantially similar putative class action lawsuits were filed in the U.S. District Court for the Eastern District of Kentucky, and were consolidated and entitled Indiana State Dist. Council of Laborers & HOD Carriers Pension & Welfare Fund v. Omnicare, Inc., et al., No. 2:06cv26. The amended consolidated complaint was filed against Omnicare, three of its officers and two of its directors and purported to be brought on behalf of all open-market purchasers of Omnicare common stock from August 3, 2005 through July 27, 2006, as well as all purchasers who bought shares of Omnicare common stock in the Company’s public offering in December 2005. The complaint contained claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (and Rule 10b-5 thereunder) and Section 11 of the Securities Act of 1933 and sought, among other things, compensatory damages and injunctive relief. Plaintiffs alleged that Omnicare (i) artificially inflated its earnings (and failed to file GAAP-compliant financial statements) by engaging in improper generic drug substitution, improper revenue recognition and overvaluation of receivables and inventories; (ii) failed to timely disclose its contractual dispute with UnitedHealth Group Inc.; (iii) failed to timely record certain special litigation reserves; and (iv) made other allegedly false and misleading statements about the Company’s business, prospects and compliance with applicable laws and regulations. The defendants filed a motion to dismiss the amended complaint on March 12, 2007, and on October 12, 2007, the district court dismissed the case. On November 9, 2007, plaintiffs appealed the dismissal to the U.S. Court of Appeals for the Sixth Circuit. On October 21, 2009, the Sixth Circuit Court of Appeals generally affirmed the district court’s dismissal, dismissing plaintiff’s claims for violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. However, the appellate court reversed the dismissal for the claim brought for violation of Section 11 of the Securities Act of 1933, and returned the case to the district court for further proceedings. On July 14, 2011, the district court granted plaintiffs’ motion to file a third amended complaint. This complaint asserts a claim under Section 11 of the Securities Act of 1933 on behalf of all purchasers of Omnicare common stock in the December 2005 public offering. The new complaint alleges that the 2005 registration statement contained false and misleading statements regarding Omnicare’s policy of compliance with all applicable laws and regulations with particular emphasis on allegations of violation of the federal Anti-Kickback Statute in connection with three of Omnicare’s acquisitions, Omnicare’s contracts with two of its suppliers and its provision of pharmacist consultant services. On August 19, 2011, the defendants filed a motion to dismiss the plaintiffs’ most recent complaint and on February 13, 2012 the district court dismissed the case and struck the case from the docket. On March 12, 2012, the plaintiffs filed a notice of appeal in the U.S. Court of Appeals for the Sixth Circuit. On May 23, 2013, the U.S. Court of Appeals affirmed in part and reversed and remanded in part the dismissal of the plaintiffs’ complaint. On June 6, 2013, the Company petitioned the Court of Appeals for a rehearing en banc. The petition for rehearing en banc was denied on July 23, 2013. On October 4, 2013, the Company filed a petition for writ of certiorari in the United States Supreme Court. On March 3, 2014, the United States Supreme Court granted the Company’s petition for writ of certiorari. On June 5, 2014, the Company filed its Brief in Support of Appeal in the United States Supreme Court. Oral argument at the United States Supreme Court was held on November 3, 2014. | |
For the years ended December 31, 2014, 2013 and 2012, charges of $43 million, $167 million and $49 million, respectively, were included in “Settlement, litigation and other related charges” on the Consolidated Statements of Comprehensive Income (Loss), primarily for estimated litigation and other related settlements and associated professional expenses for resolution of certain regulatory matters with the federal government and various states and a qui tam lawsuit, certain large customer disputes, the investigation by the federal government and certain states relating to drug substitutions and costs associated with the purported class and derivative actions against the Company. In connection with Omnicare’s participation in Medicare, Medicaid and other healthcare programs, the Company is subject to various inspections, audits, inquiries and investigations by governmental/regulatory authorities responsible for enforcing the laws and regulations to which the Company is subject. | |
The Company maintains a compliance program that establishes certain routine periodic monitoring of the accuracy of the Company’s billing systems and other regulatory compliance matters and encourages the reporting of errors and inaccuracies. In connection with its compliance program, 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 “Settlement, litigation and other related charges” on the Consolidated Statements of Comprehensive Income (Loss). | |
The Company cannot know the ultimate outcome of the pending matters described in the preceding paragraphs, and there can be no assurance that the resolution of these matters will not have a material adverse impact on the Company’s consolidated results of operations, financial position or cash flows or, in the case of other billing matters, that these matters will be resolved in an amount that will not exceed the amount of the pretax charges previously recorded by the Company. | |
As part of its ongoing operations, the Company is subject to various inspections, audits, inquiries, investigations and similar actions by third parties, as well as by governmental/regulatory authorities responsible for enforcing the laws and regulations to which the Company is subject. Further, under the federal False Claims Act, private parties have the right to bring qui tam, or “whistleblower,” suits against companies that submit false claims for payments to, or improperly retain overpayments from, the government. Some states have adopted similar state whistleblower and false claims provisions. In addition to the inquiries discussed above, the Company from time to time receives inquiries from federal and state agencies regarding compliance with various healthcare laws. The Company is also involved in various legal actions arising in the normal course of business. At any point in time, the Company is in varying stages of discussions on these matters. The Company evaluates these matters on an ongoing basis and records accruals for such contingencies if the Company concludes that it is probable that a material loss will be incurred and the amount of the loss can be reasonably estimated. In many situations, these matters are being contested by the Company, the outcome is not predictable and any potential loss is not estimable. | |
The inherently unpredictable nature of legal proceedings may be exacerbated by various factors from time to time, including: (i) the damages sought in the proceedings are unsubstantiated or indeterminate; (ii) discovery is not complete; (iii) the proceeding is in its early stages; (iv) the matters present legal uncertainties; (v) significant facts are in dispute; (vi) a large number of parties are participating in the proceedings (including where it is uncertain how liability, if any, will be shared among multiple defendants); or (vii) the proceedings present a wide range of potential outcomes. With respect to violations of the False Claims Act, treble damages and/or additional potential penalties per claim will apply. Consequently, unless otherwise stated, no estimate of the possible loss or range of loss in excess of the amounts accrued, if any, can be made at this time regarding the pending matters described above. Further, there can be no assurance that the ultimate resolution of these matters, individually or in the aggregate, will not have a material adverse effect on the Company’s consolidated results of operations, financial position or cash flows. | |
The Company indemnifies its directors and officers for certain liabilities that might arise from the performance of their responsibilities for the Company. Additionally, in the normal course of its business, the Company enters into contracts pursuant to which the Company may make a variety of representations and warranties and indemnify the counterparty for certain losses. The Company’s possible exposure under these arrangements cannot be reasonably estimated, as this involves the resolution of claims made, or future claims that may be made, against the Company or its directors or officers, the outcomes of which are unknown and not currently predictable. Accordingly, the Company has not recorded any accrual related to its indemnification obligations. |
Segment_Information_Notes
Segment Information (Notes) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||
Segment Information | The Company is organized in two operating segments, LTC and SCG. These segments are based on the operations of the underlying businesses and the customers they serve. The Company’s larger reportable segment is LTC, which primarily provides distribution of pharmaceuticals, related pharmacy consulting and other ancillary services. LTC’s customers are primarily skilled nursing, assisted living and other providers of healthcare services. The Company’s other reportable segment is SCG, which provides specialty pharmacy and key commercialization services for the biopharmaceutical industry. The primary components of the “Corporate/Other” segment are the Company’s corporate management oversight and administration, including its information technology and data management services, as well as other consolidating and eliminating entries, which have not been charged to reportable segments. The Company evaluates the performance of its segments based on revenue and operating income, and does not include segment assets or nonoperating income/expense items for management reporting purposes. | ||||||||||||||||
The table below presents information about the Company’s segments as of and for the years ended December 31, 2014, 2013 and 2012 (in thousands): | |||||||||||||||||
For the years ended December 31, | |||||||||||||||||
2014:00:00 | LTC | SCG | Corporate/Other | Consolidated | |||||||||||||
Totals | |||||||||||||||||
Net sales | $ | 4,750,121 | $ | 1,667,152 | $ | 342 | $ | 6,417,615 | |||||||||
Depreciation and amortization expense | (69,089 | ) | (4,498 | ) | (58,707 | ) | (132,294 | ) | |||||||||
Settlement, litigation and other related charges | (42,818 | ) | — | — | (42,818 | ) | |||||||||||
Other charges, net | (73,248 | ) | (566 | ) | (65,439 | ) | (139,253 | ) | |||||||||
Operating income (loss) from continuing operations | 516,086 | 136,373 | (225,146 | ) | 427,313 | ||||||||||||
2013:00:00 | |||||||||||||||||
Net sales | $ | 4,627,871 | $ | 1,384,003 | $ | 1,524 | $ | 6,013,398 | |||||||||
Depreciation and amortization expense | (71,310 | ) | (4,539 | ) | (57,111 | ) | (132,960 | ) | |||||||||
Settlement, litigation and other related charges | (167,465 | ) | — | — | (167,465 | ) | |||||||||||
Other charges, net | (45,950 | ) | — | (53,852 | ) | (99,802 | ) | ||||||||||
Operating income (loss) from continuing operations | 420,646 | 113,243 | (236,035 | ) | 297,854 | ||||||||||||
2012:00:00 | |||||||||||||||||
Net sales | $ | 4,789,551 | $ | 1,078,627 | $ | 10,286 | $ | 5,878,464 | |||||||||
Depreciation and amortization expense | (69,582 | ) | (8,431 | ) | (50,524 | ) | (128,537 | ) | |||||||||
Settlement, litigation and other related charges | (49,175 | ) | (200 | ) | — | (49,375 | ) | ||||||||||
Other charges, net | (2,568 | ) | — | (63,145 | ) | (65,713 | ) | ||||||||||
Operating income (loss) from continuing operations | 562,379 | 92,671 | (244,715 | ) | 410,335 | ||||||||||||
The Company’s continuing operations are located in the U.S. One pharmacy located in Canada, which was not material to the consolidated sales or total assets of Omnicare, was disposed of in the third quarter of 2012. |
Summary_of_Quarterly_Results_N
Summary of Quarterly Results (Notes) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Summary of Quarterly Results [Abstract] | ||||||||||||||||||||
Quarterly Financial Information [Text Block] | The following table presents the Company’s unaudited quarterly financial information for 2014 and 2013 (in thousands, except per share data): | |||||||||||||||||||
First | Second | Third | Fourth | Full | ||||||||||||||||
2014 | Quarter | Quarter | Quarter | Quarter | Year | |||||||||||||||
Net sales | $ | 1,571,038 | $ | 1,610,584 | $ | 1,608,055 | $ | 1,627,938 | $ | 6,417,615 | ||||||||||
Cost of sales | 1,212,584 | 1,256,354 | 1,256,595 | 1,273,538 | 4,999,071 | |||||||||||||||
Gross profit | 358,454 | 354,230 | 351,460 | 354,400 | 1,418,544 | |||||||||||||||
Selling, general and administrative expenses | 186,813 | 184,063 | 178,940 | 174,884 | 724,700 | |||||||||||||||
Provision for doubtful accounts | 21,561 | 21,090 | 19,911 | 21,898 | 84,460 | |||||||||||||||
Settlement, litigation and other related charges | 7,052 | 7,547 | 12,868 | 15,351 | 42,818 | |||||||||||||||
Other charges | 10,276 | 11,284 | 3,999 | 113,694 | 139,253 | |||||||||||||||
Operating income | 132,752 | 130,246 | 135,742 | 28,573 | 427,313 | |||||||||||||||
Interest expense, net of investment income | (29,441 | ) | (29,980 | ) | (28,717 | ) | (41,809 | ) | (129,947 | ) | ||||||||||
Income (loss) from continuing operations before income taxes | 103,311 | 100,266 | 107,025 | (13,236 | ) | 297,366 | ||||||||||||||
Income tax provision | 39,673 | 39,020 | 38,948 | (4,487 | ) | 113,154 | ||||||||||||||
Income (loss) from continuing operations | 63,638 | 61,246 | 68,077 | (8,749 | ) | 184,212 | ||||||||||||||
Income (loss) from discontinued operations | 136 | (39,275 | ) | (3,246 | ) | 2,700 | (39,685 | ) | ||||||||||||
Net income (loss) | $ | 63,774 | $ | 21,971 | $ | 64,831 | $ | (6,049 | ) | $ | 144,527 | |||||||||
Earnings (loss) per common share - Basic:(a) | ||||||||||||||||||||
Continuing operations | $ | 0.65 | $ | 0.63 | $ | 0.7 | $ | (0.09 | ) | $ | 1.89 | |||||||||
Discontinued operations | — | (0.40 | ) | (0.03 | ) | 0.03 | (0.41 | ) | ||||||||||||
Net income (loss) | $ | 0.65 | $ | 0.23 | $ | 0.67 | $ | (0.06 | ) | $ | 1.48 | |||||||||
Earnings (loss) per common share - Diluted:(a) | ||||||||||||||||||||
Continuing operations | $ | 0.59 | $ | 0.58 | $ | 0.65 | $ | (0.09 | ) | $ | 1.74 | |||||||||
Discontinued operations | — | (0.37 | ) | (0.03 | ) | 0.03 | (0.37 | ) | ||||||||||||
Net income (loss) | $ | 0.59 | $ | 0.21 | $ | 0.61 | $ | (0.06 | ) | $ | 1.36 | |||||||||
Dividends per common share | $ | 0.2 | $ | 0.2 | $ | 0.2 | $ | 0.22 | $ | 0.82 | ||||||||||
Weighted average number of common shares outstanding: | ||||||||||||||||||||
Basic | 98,566 | 96,999 | 97,019 | 97,538 | 97,524 | |||||||||||||||
Diluted | 107,767 | 106,054 | 105,548 | 97,538 | 106,228 | |||||||||||||||
Comprehensive income (loss) | $ | 63,997 | $ | 22,015 | $ | 65,170 | $ | (6,939 | ) | $ | 144,243 | |||||||||
First | Second | Third | Fourth | Full | ||||||||||||||||
2013 | Quarter | Quarter | Quarter | Quarter | Year | |||||||||||||||
Net sales | $ | 1,458,945 | $ | 1,503,116 | $ | 1,515,168 | $ | 1,536,169 | $ | 6,013,398 | ||||||||||
Cost of sales | 1,109,241 | 1,143,601 | 1,163,197 | 1,176,497 | 4,592,536 | |||||||||||||||
Gross profit | 349,704 | 359,515 | 351,971 | 359,672 | 1,420,862 | |||||||||||||||
Selling, general and administrative expenses | 190,693 | 191,915 | 182,668 | 190,904 | 756,180 | |||||||||||||||
Provision for doubtful accounts | 24,010 | 26,140 | 24,963 | 24,448 | 99,561 | |||||||||||||||
Settlement, litigation and other related charges | 22,619 | 3,512 | 143,484 | (2,150 | ) | 167,465 | ||||||||||||||
Other charges | 4,006 | 31,268 | 61,632 | 2,896 | 99,802 | |||||||||||||||
Operating income (loss) | 108,376 | 106,680 | (60,776 | ) | 143,574 | 297,854 | ||||||||||||||
Interest expense, net of investment income | (29,462 | ) | (29,624 | ) | (34,925 | ) | (29,859 | ) | (123,870 | ) | ||||||||||
Income (loss) from continuing operations before income taxes | 78,914 | 77,056 | (95,701 | ) | 113,715 | 173,984 | ||||||||||||||
Income tax provision | 30,600 | 29,754 | (26,350 | ) | 55,088 | 89,092 | ||||||||||||||
Income (loss) from continuing operations | 48,314 | 47,302 | (69,351 | ) | 58,627 | 84,892 | ||||||||||||||
Income (loss) from discontinued operations | 6,040 | 4,917 | 3,042 | (142,323 | ) | (128,324 | ) | |||||||||||||
Net income (loss) | $ | 54,354 | $ | 52,219 | $ | (66,309 | ) | $ | (83,696 | ) | $ | (43,432 | ) | |||||||
Earnings per common share - Basic:(a) | ||||||||||||||||||||
Continuing operations | $ | 0.47 | $ | 0.46 | $ | (0.68 | ) | $ | 0.58 | $ | 0.83 | |||||||||
Discontinued operations | 0.06 | 0.05 | 0.03 | (1.42 | ) | (1.26 | ) | |||||||||||||
Net income (loss) | $ | 0.53 | $ | 0.51 | $ | (0.65 | ) | $ | (0.83 | ) | $ | (0.43 | ) | |||||||
Earnings per common share - Diluted:(a) | ||||||||||||||||||||
Continuing operations | $ | 0.45 | $ | 0.43 | $ | (0.68 | ) | $ | 0.54 | $ | 0.78 | |||||||||
Discontinued operations | 0.06 | 0.04 | 0.03 | (1.31 | ) | (1.17 | ) | |||||||||||||
Net income (loss) | $ | 0.51 | $ | 0.48 | $ | (0.65 | ) | $ | (0.77 | ) | $ | (0.39 | ) | |||||||
Dividends per common share | $ | 0.14 | $ | 0.14 | $ | 0.14 | $ | 0.2 | $ | 0.62 | ||||||||||
Weighted average number of common shares outstanding: | ||||||||||||||||||||
Basic | 103,210 | 102,867 | 101,811 | 100,470 | 102,080 | |||||||||||||||
Diluted | 107,466 | 109,931 | 101,811 | 108,980 | 109,449 | |||||||||||||||
Comprehensive income (loss) | $ | 54,330 | $ | 52,145 | $ | (66,305 | ) | $ | (83,323 | ) | $ | (43,153 | ) | |||||||
(a) | Earnings per share is calculated independently for each separately reported quarterly and full year period. Accordingly, the sum of the separately reported quarters may not necessarily be equal to the per share amount for the corresponding full year period, as independently calculated. |
Guarantor_Subsidiaries_Notes
Guarantor Subsidiaries (Notes) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Guarantor Subsidiaries [Abstract] | |||||||||||||||||||||
Guarantor Subsidiaries | The Company’s 2022 Notes, 2024 Notes, 2025 Notes and 2044 Notes are fully and unconditionally guaranteed subject to certain customary release provisions on an unsecured, joint and several basis by substantially all of the 100% owned subsidiaries of the Company (the “Guarantor Subsidiaries”). The following condensed consolidating financial data illustrates the composition of Omnicare, Inc. (“Parent”), the Guarantor Subsidiaries and the non-guarantor subsidiaries as of December 31, 2014 and 2013 for the balance sheets, as well as the statements of comprehensive income (loss) and the statements of cash flows for each of the three years in the period ended December 31, 2014. Separate complete financial statements of the Guarantor Subsidiaries are not presented as management believes they would not provide information that is necessary for evaluating the sufficiency of the Guarantor Subsidiaries. No consolidating/eliminating adjustments column is presented for the condensed consolidating statements of cash flows since there were no significant consolidating/eliminating adjustment amounts during the periods presented. | ||||||||||||||||||||
Note 21 - Guarantor Subsidiaries - Continued | |||||||||||||||||||||
Summary Consolidating Statements of Comprehensive Income (Loss) | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
For the years ended December 31, | |||||||||||||||||||||
2014:00:00 | Parent | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating / | Omnicare, Inc. and Subsidiaries | ||||||||||||||||
Eliminating Adjustments | |||||||||||||||||||||
Net sales | $ | — | $ | 6,292,921 | $ | 124,694 | $ | — | $ | 6,417,615 | |||||||||||
Cost of sales | — | 4,921,700 | 77,371 | — | 4,999,071 | ||||||||||||||||
Gross profit | — | 1,371,221 | 47,323 | — | 1,418,544 | ||||||||||||||||
Selling, general and administrative expenses | 4,484 | 701,145 | 19,071 | — | 724,700 | ||||||||||||||||
Provision for doubtful accounts | — | 82,807 | 1,653 | — | 84,460 | ||||||||||||||||
Settlement, litigation and other related charges | — | 42,818 | — | — | 42,818 | ||||||||||||||||
Other charges | 56,696 | 82,557 | — | — | 139,253 | ||||||||||||||||
Operating (loss) income | (61,180 | ) | 461,894 | 26,599 | — | 427,313 | |||||||||||||||
Interest expense, net of investment income | (116,185 | ) | (13,762 | ) | — | — | (129,947 | ) | |||||||||||||
(Loss) income from continuing operations before income taxes | (177,365 | ) | 448,132 | 26,599 | — | 297,366 | |||||||||||||||
Income tax (benefit) expense | (70,059 | ) | 172,706 | 10,507 | — | 113,154 | |||||||||||||||
(Loss) income from continuing operations | (107,306 | ) | 275,426 | 16,092 | — | 184,212 | |||||||||||||||
Loss from discontinued operations | — | (1,243 | ) | (38,442 | ) | — | (39,685 | ) | |||||||||||||
Equity in net income of subsidiaries | 251,833 | — | — | (251,833 | ) | — | |||||||||||||||
Net income (loss) | $ | 144,527 | $ | 274,183 | $ | (22,350 | ) | $ | (251,833 | ) | $ | 144,527 | |||||||||
Comprehensive income (loss) | $ | 144,243 | $ | 274,183 | $ | (22,350 | ) | $ | (251,833 | ) | $ | 144,243 | |||||||||
2013:00:00 | |||||||||||||||||||||
Net sales | $ | — | $ | 5,890,052 | $ | 123,346 | $ | — | $ | 6,013,398 | |||||||||||
Cost of sales | — | 4,520,958 | 71,578 | — | 4,592,536 | ||||||||||||||||
Gross profit | — | 1,369,094 | 51,768 | — | 1,420,862 | ||||||||||||||||
Selling, general and administrative expenses | 4,802 | 733,529 | 17,849 | — | 756,180 | ||||||||||||||||
Provision for doubtful accounts | — | 97,612 | 1,949 | — | 99,561 | ||||||||||||||||
Settlement, litigation and other related charges | — | 167,465 | — | — | 167,465 | ||||||||||||||||
Other charges | 51,497 | 41,034 | 7,271 | — | 99,802 | ||||||||||||||||
Operating (loss) income | (56,299 | ) | 329,454 | 24,699 | — | 297,854 | |||||||||||||||
Interest expense, net of investment income | (122,404 | ) | (1,102 | ) | (364 | ) | — | (123,870 | ) | ||||||||||||
(Loss) income from continuing operations before income taxes | (178,703 | ) | 328,352 | 24,335 | — | 173,984 | |||||||||||||||
Income tax (benefit) expense | (68,729 | ) | 145,665 | 12,156 | — | 89,092 | |||||||||||||||
(Loss) income from continuing operations | (109,974 | ) | 182,687 | 12,179 | — | 84,892 | |||||||||||||||
Loss from discontinued operations | — | (6,064 | ) | (122,260 | ) | — | (128,324 | ) | |||||||||||||
Equity in net income of subsidiaries | 66,542 | — | — | (66,542 | ) | — | |||||||||||||||
Net (loss) income | $ | (43,432 | ) | $ | 176,623 | $ | (110,081 | ) | $ | (66,542 | ) | $ | (43,432 | ) | |||||||
Comprehensive (loss) income | $ | (43,153 | ) | $ | 176,623 | $ | (110,081 | ) | $ | (66,542 | ) | $ | (43,153 | ) | |||||||
2012:00:00 | |||||||||||||||||||||
Net sales | $ | — | $ | 5,744,768 | $ | 133,696 | $ | — | $ | 5,878,464 | |||||||||||
Cost of sales | — | 4,399,305 | 83,737 | — | 4,483,042 | ||||||||||||||||
Gross profit | — | 1,345,463 | 49,959 | — | 1,395,422 | ||||||||||||||||
Selling, general and administrative expenses | 4,816 | 745,864 | 21,324 | — | 772,004 | ||||||||||||||||
Provision for doubtful accounts | — | 96,460 | 1,535 | — | 97,995 | ||||||||||||||||
Settlement, litigation and other related charges | — | 49,375 | — | — | 49,375 | ||||||||||||||||
Other charges | 35,092 | 34,633 | (4,012 | ) | — | 65,713 | |||||||||||||||
Operating (loss) income | (39,908 | ) | 419,131 | 31,112 | — | 410,335 | |||||||||||||||
Interest expense, net of investment income | (133,368 | ) | (1,089 | ) | (646 | ) | — | (135,103 | ) | ||||||||||||
(Loss) income from continuing operations before income taxes | (173,276 | ) | 418,042 | 30,466 | — | 275,232 | |||||||||||||||
Income tax (benefit) expense | (66,763 | ) | 159,786 | 10,266 | — | 103,289 | |||||||||||||||
(Loss) income from continuing operations | (106,513 | ) | 258,256 | 20,200 | — | 171,943 | |||||||||||||||
Income from discontinued operations | — | 84 | 22,847 | — | 22,931 | ||||||||||||||||
Equity in net income of subsidiaries | 301,387 | — | — | (301,387 | ) | — | |||||||||||||||
Net income (loss) | $ | 194,874 | $ | 258,340 | $ | 43,047 | $ | (301,387 | ) | $ | 194,874 | ||||||||||
Comprehensive income | $ | 194,744 | $ | 258,340 | $ | 44,431 | $ | (302,771 | ) | $ | 194,744 | ||||||||||
Note 21 - Guarantor Subsidiaries - Continued | |||||||||||||||||||||
Condensed Consolidating Balance Sheets | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
As of December 31, 2014: | Parent | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating / | Omnicare, Inc. and Subsidiaries | ||||||||||||||||
Eliminating Adjustments | |||||||||||||||||||||
ASSETS | |||||||||||||||||||||
Cash and cash equivalents | $ | 113,072 | $ | 26,865 | $ | 13,862 | $ | — | $ | 153,799 | |||||||||||
Accounts receivable, net (including intercompany) | — | 576,151 | 100,046 | (97,436 | ) | 578,761 | |||||||||||||||
Inventories | — | 511,840 | 7,744 | — | 519,584 | ||||||||||||||||
Deferred income tax benefits, net-current | — | 58,988 | 432 | (220 | ) | 59,200 | |||||||||||||||
Other current assets | 2,287 | 256,106 | 29,167 | — | 287,560 | ||||||||||||||||
Total current assets | 115,359 | 1,429,950 | 151,251 | (97,656 | ) | 1,598,904 | |||||||||||||||
Properties and equipment, net | — | 262,689 | 5,064 | — | 267,753 | ||||||||||||||||
Goodwill | — | 4,033,001 | 28,805 | — | 4,061,806 | ||||||||||||||||
Identifiable intangible assets, net | — | 97,613 | 1,329 | — | 98,942 | ||||||||||||||||
Other noncurrent assets | 21,717 | 58,629 | 39 | — | 80,385 | ||||||||||||||||
Investment in subsidiaries | 4,931,821 | — | — | (4,931,821 | ) | — | |||||||||||||||
Total assets | $ | 5,068,897 | $ | 5,881,882 | $ | 186,488 | $ | (5,029,477 | ) | $ | 6,107,790 | ||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||||||
Current liabilities (including intercompany) | $ | 27,725 | $ | 459,808 | $ | 30,817 | $ | (97,436 | ) | $ | 420,914 | ||||||||||
Current portion of long-term debt | 446,717 | — | — | — | 446,717 | ||||||||||||||||
Current liabilities of discontinued operations | — | — | — | — | — | ||||||||||||||||
Long-term debt, notes and convertible debentures | 1,510,212 | 7,347 | — | — | 1,517,559 | ||||||||||||||||
Deferred income tax liabilities, net-noncurrent | 343,816 | 592,651 | — | (220 | ) | 936,247 | |||||||||||||||
Other noncurrent liabilities | — | 44,228 | 1,698 | — | 45,926 | ||||||||||||||||
Convertible debt | 151,706 | — | — | — | 151,706 | ||||||||||||||||
Stockholders’ equity | 2,588,721 | 4,777,848 | 153,973 | (4,931,821 | ) | 2,588,721 | |||||||||||||||
Total liabilities and stockholders’ equity | $ | 5,068,897 | $ | 5,881,882 | $ | 186,488 | $ | (5,029,477 | ) | $ | 6,107,790 | ||||||||||
As of December 31, 2013: | |||||||||||||||||||||
ASSETS | |||||||||||||||||||||
Cash and cash equivalents | $ | 275,910 | $ | 68,050 | $ | 12,041 | $ | — | $ | 356,001 | |||||||||||
Accounts receivable, net (including intercompany) | — | 693,729 | 315,323 | (313,368 | ) | 695,684 | |||||||||||||||
Inventories | — | 505,567 | 6,851 | — | 512,418 | ||||||||||||||||
Deferred income tax benefits, net-current | — | 135,148 | — | (54 | ) | 135,094 | |||||||||||||||
Other current assets | 1,989 | 242,166 | 21,381 | — | 265,536 | ||||||||||||||||
Current assets of discontinued operations | — | 12,305 | 37,690 | — | 49,995 | ||||||||||||||||
Total current assets | 277,899 | 1,656,965 | 393,286 | (313,422 | ) | 2,014,728 | |||||||||||||||
Properties and equipment, net | — | 301,200 | 4,688 | — | 305,888 | ||||||||||||||||
Goodwill | — | 4,028,651 | 28,805 | — | 4,057,456 | ||||||||||||||||
Identifiable intangible assets, net | — | 127,798 | 2,176 | — | 129,974 | ||||||||||||||||
Other noncurrent assets | 41,825 | 54,834 | 63 | — | 96,722 | ||||||||||||||||
Investment in subsidiaries | 5,131,280 | — | — | (5,131,280 | ) | — | |||||||||||||||
Noncurrent assets of discontinued operations | — | 3,762 | 83,316 | — | 87,078 | ||||||||||||||||
Total assets | $ | 5,451,004 | $ | 6,173,210 | $ | 512,334 | $ | (5,444,702 | ) | $ | 6,691,846 | ||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||||||
Current liabilities (including intercompany) | $ | 83,028 | $ | 793,461 | $ | 23,986 | $ | (313,368 | ) | $ | 587,107 | ||||||||||
Current portion of long-term debt | 527,204 | — | — | — | 527,204 | ||||||||||||||||
Current liabilities of discontinued operations | — | 1,894 | 16,952 | — | 18,846 | ||||||||||||||||
Long-term debt, notes and convertible debentures | 1,405,628 | 13,191 | — | — | 1,418,819 | ||||||||||||||||
Deferred income tax liabilities, net-noncurrent | 363,240 | 635,640 | 13,907 | (54 | ) | 1,012,733 | |||||||||||||||
Other noncurrent liabilities | — | 52,072 | 1,763 | — | 53,835 | ||||||||||||||||
Noncurrent liabilities of discontinued operations | — | 176 | 1,222 | — | 1,398 | ||||||||||||||||
Convertible Debt | 331,101 | — | — | — | 331,101 | ||||||||||||||||
Stockholders’ equity | 2,740,803 | 4,676,776 | 454,504 | (5,131,280 | ) | 2,740,803 | |||||||||||||||
Total liabilities and stockholders’ equity | $ | 5,451,004 | $ | 6,173,210 | $ | 512,334 | $ | (5,444,702 | ) | $ | 6,691,846 | ||||||||||
Note 21 - Guarantor Subsidiaries - Continued | |||||||||||||||||||||
Condensed Consolidating Statements of Cash Flows | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
For the year ended December 31, | |||||||||||||||||||||
2014:00:00 | Parent | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Omnicare, Inc. and Subsidiaries | |||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||
Net cash flows (used in) from operating activities | $ | (187,357 | ) | $ | 678,855 | $ | 1,092 | $ | 492,590 | ||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of businesses, net of cash received | — | (1,613 | ) | — | (1,613 | ) | |||||||||||||||
Divestiture of businesses, net | — | 71,194 | — | 71,194 | |||||||||||||||||
Capital expenditures | — | (81,836 | ) | (695 | ) | (82,531 | ) | ||||||||||||||
Marketable securities | — | 25,377 | — | 25,377 | |||||||||||||||||
Other | — | (863 | ) | — | (863 | ) | |||||||||||||||
Net cash flows from (used in) investing activities | — | 12,259 | (695 | ) | 11,564 | ||||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Payments on term loans | (20,938 | ) | — | — | (20,938 | ) | |||||||||||||||
Proceeds from long-term borrowings and obligations | 717,500 | — | — | 717,500 | |||||||||||||||||
Payments on long-term borrowings and obligations | (1,067,707 | ) | — | — | (1,067,707 | ) | |||||||||||||||
Fees paid for financing activities | (8,913 | ) | — | — | (8,913 | ) | |||||||||||||||
Decrease in cash overdraft balance | (3,047 | ) | (13,313 | ) | — | (16,360 | ) | ||||||||||||||
Payments for Omnicare common stock repurchases | (235,438 | ) | — | — | (235,438 | ) | |||||||||||||||
Proceeds for stock awards and exercise of stock options, net of stock tendered in payment | (2,251 | ) | — | — | (2,251 | ) | |||||||||||||||
Dividends paid | (80,298 | ) | — | — | (80,298 | ) | |||||||||||||||
Other | 725,611 | (717,562 | ) | — | 8,049 | ||||||||||||||||
Net cash flows from (used in) financing activities | 24,519 | (730,875 | ) | — | (706,356 | ) | |||||||||||||||
Net (decrease) increase in cash and cash equivalents | (162,838 | ) | (39,761 | ) | 397 | (202,202 | ) | ||||||||||||||
Less increase (decrease) in cash and cash equivalents of discontinued operations | — | 1,424 | (1,424 | ) | — | ||||||||||||||||
(Decrease) increase in cash and cash equivalents of continuing operations | (162,838 | ) | (41,185 | ) | 1,821 | (202,202 | ) | ||||||||||||||
Cash and cash equivalents at beginning of year | 275,910 | 68,050 | 12,041 | 356,001 | |||||||||||||||||
Cash and cash equivalents at end of year | $ | 113,072 | $ | 26,865 | $ | 13,862 | $ | 153,799 | |||||||||||||
Note 21 - Guarantor Subsidiaries - Continued | |||||||||||||||||||||
Condensed Consolidating Statements of Cash Flows - Continued | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
For the year ended December 31, | |||||||||||||||||||||
2013:00:00 | Parent | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Omnicare, Inc. and Subsidiaries | |||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||
Net cash flows (used in) from operating activities | $ | (16,598 | ) | $ | 500,180 | $ | (16,522 | ) | $ | 467,060 | |||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of businesses, net of cash received | — | (3,895 | ) | — | (3,895 | ) | |||||||||||||||
Divestiture of businesses, net | — | 1,250 | 10,408 | 11,658 | |||||||||||||||||
Capital expenditures | — | (93,566 | ) | (1,449 | ) | (95,015 | ) | ||||||||||||||
Marketable securities | — | (365 | ) | — | (365 | ) | |||||||||||||||
Other | (227 | ) | 2,108 | (1,827 | ) | 54 | |||||||||||||||
Net cash flows (used in) from investing activities | (227 | ) | (94,468 | ) | 7,132 | (87,563 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Payments on term loans | (21,250 | ) | — | — | (21,250 | ) | |||||||||||||||
Proceeds from long-term borrowings and obligations | — | — | — | — | |||||||||||||||||
Payments on long-term borrowings and obligations | (192,322 | ) | — | — | (192,322 | ) | |||||||||||||||
Fees paid for financing activities | (5,660 | ) | — | — | (5,660 | ) | |||||||||||||||
(Decrease) increase in cash overdraft balance | (9,968 | ) | 10,441 | — | 473 | ||||||||||||||||
Payments for Omnicare common stock repurchases | (220,971 | ) | — | — | (220,971 | ) | |||||||||||||||
Proceeds for stock awards and exercise of stock options, net of stock tendered in payment | 15,819 | — | — | 15,819 | |||||||||||||||||
Dividends paid | (62,928 | ) | — | — | (62,928 | ) | |||||||||||||||
Other | 406,341 | (397,211 | ) | — | 9,130 | ||||||||||||||||
Net cash flows used in financing activities | (90,939 | ) | (386,770 | ) | — | (477,709 | ) | ||||||||||||||
Net (decrease) increase in cash and cash equivalents | (107,764 | ) | 18,942 | (9,390 | ) | (98,212 | ) | ||||||||||||||
Less decrease in cash and cash equivalents of discontinued operations | — | — | (9,593 | ) | (9,593 | ) | |||||||||||||||
(Decrease) increase in cash and cash equivalents of continuing operations | (107,764 | ) | 18,942 | 203 | (88,619 | ) | |||||||||||||||
Cash and cash equivalents at beginning of year | 383,674 | 49,108 | 11,838 | 444,620 | |||||||||||||||||
Cash and cash equivalents at end of year | $ | 275,910 | $ | 68,050 | $ | 12,041 | $ | 356,001 | |||||||||||||
Note 21 - Guarantor Subsidiaries - Continued | |||||||||||||||||||||
Condensed Consolidating Statements of Cash Flows - Continued | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
For the year ended December 31, | |||||||||||||||||||||
2012:00:00 | Parent | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Omnicare, Inc. and Subsidiaries | |||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||
Net cash flows (used in) from operating activities | $ | (88,461 | ) | $ | 626,615 | $ | 6,330 | $ | 544,484 | ||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of businesses, net of cash received | — | (34,873 | ) | — | (34,873 | ) | |||||||||||||||
Divestiture of businesses, net | — | 19,207 | — | 19,207 | |||||||||||||||||
Capital expenditures | — | (94,527 | ) | (2,397 | ) | (96,924 | ) | ||||||||||||||
Marketable securities | (25,514 | ) | — | 496 | (25,018 | ) | |||||||||||||||
Other | — | 1,162 | (2,888 | ) | (1,726 | ) | |||||||||||||||
Net cash flows (used in) investing activities | (25,514 | ) | (109,031 | ) | (4,789 | ) | (139,334 | ) | |||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Payments on term loans | (24,688 | ) | — | — | (24,688 | ) | |||||||||||||||
Proceeds from long-term borrowings and obligations | 425,000 | — | — | 425,000 | |||||||||||||||||
Payments on long-term borrowings and obligations | (453,573 | ) | — | — | (453,573 | ) | |||||||||||||||
Capped call transaction | (48,126 | ) | — | — | (48,126 | ) | |||||||||||||||
Fees paid for financing activities | (7,566 | ) | — | — | (7,566 | ) | |||||||||||||||
Decrease in cash overdraft balance | (12 | ) | (14,915 | ) | — | (14,927 | ) | ||||||||||||||
Payments for Omnicare common stock repurchases | (388,968 | ) | — | — | (388,968 | ) | |||||||||||||||
Proceeds for stock awards and exercise of stock options, net of stock tendered in payment | 24,951 | — | — | 24,951 | |||||||||||||||||
Dividends paid | (45,214 | ) | — | — | (45,214 | ) | |||||||||||||||
Other | 555,592 | (552,986 | ) | (694 | ) | 1,912 | |||||||||||||||
Net cash flows from (used in) financing activities | 37,396 | (567,901 | ) | (694 | ) | (531,199 | ) | ||||||||||||||
Net (decrease) increase in cash and cash equivalents | (76,579 | ) | (50,317 | ) | 847 | (126,049 | ) | ||||||||||||||
Less increase in cash and cash equivalents of discontinued operations | — | 16 | 6,843 | 6,859 | |||||||||||||||||
Decrease in cash and cash equivalents of continuing operations | (76,579 | ) | (50,333 | ) | (5,996 | ) | (132,908 | ) | |||||||||||||
Cash and cash equivalents at beginning of year | 460,253 | 99,441 | 17,834 | 577,528 | |||||||||||||||||
Cash and cash equivalents at end of year | $ | 383,674 | $ | 49,108 | $ | 11,838 | $ | 444,620 | |||||||||||||
The Company’s Initial 2035 Debentures and Exchange 2035 Debentures are fully and unconditionally guaranteed subject to certain customary release provisions on an unsecured basis by Omnicare Purchasing Company, LP, a 100% owned subsidiary of the Company (the “Guarantor Subsidiary”). The following condensed consolidating financial data illustrates the composition of Omnicare, Inc. (“Parent”), the Guarantor Subsidiary and the non-guarantor subsidiaries as of December 31, 2014 and 2013 for the balance sheets, as well as the statements of comprehensive income (loss) and the statements of cash flows for each of the three years in the period ended December 31, 2014. Separate complete financial statements of the Guarantor Subsidiary are not presented as management believes they would not provide information that is necessary for evaluating the sufficiency of the Guarantor Subsidiary. The Guarantor Subsidiary does not have any material net cash flows in the condensed consolidating statements of cash flows. No consolidating/eliminating adjustments column is presented for the condensed consolidating statements of cash flows since there were no significant consolidating/eliminating adjustment amounts during the periods presented. | |||||||||||||||||||||
Note 21 - Guarantor Subsidiaries - Continued | |||||||||||||||||||||
Summary Consolidating Statements of Comprehensive Income (Loss) | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
For the years ended December 31, | |||||||||||||||||||||
2014:00:00 | Parent | Guarantor Subsidiary | Non-Guarantor Subsidiaries | Consolidating/ | Omnicare, Inc. and Subsidiaries | ||||||||||||||||
Eliminating Adjustments | |||||||||||||||||||||
Net sales | $ | — | $ | — | $ | 6,417,615 | $ | — | $ | 6,417,615 | |||||||||||
Cost of sales | — | — | 4,999,071 | — | 4,999,071 | ||||||||||||||||
Gross profit | — | — | 1,418,544 | — | 1,418,544 | ||||||||||||||||
Selling, general and administrative expenses | 4,484 | 1,724 | 718,492 | — | 724,700 | ||||||||||||||||
Provision for doubtful accounts | — | — | 84,460 | — | 84,460 | ||||||||||||||||
Settlement, litigation and other related charges | — | — | 42,818 | — | 42,818 | ||||||||||||||||
Other charges | 56,696 | — | 82,557 | — | 139,253 | ||||||||||||||||
Operating income (loss) | (61,180 | ) | (1,724 | ) | 490,217 | — | 427,313 | ||||||||||||||
Interest expense, net of investment income | (116,185 | ) | — | (13,762 | ) | — | (129,947 | ) | |||||||||||||
(Loss) income from continuing operations before income taxes | (177,365 | ) | (1,724 | ) | 476,455 | — | 297,366 | ||||||||||||||
Income tax (benefit) expense | (70,059 | ) | (681 | ) | 183,894 | — | 113,154 | ||||||||||||||
(Loss) income from continuing operations | (107,306 | ) | (1,043 | ) | 292,561 | — | 184,212 | ||||||||||||||
Loss from discontinued operations | — | — | (39,685 | ) | — | (39,685 | ) | ||||||||||||||
Equity in net income of subsidiaries | 251,833 | — | — | (251,833 | ) | — | |||||||||||||||
Net income (loss) | $ | 144,527 | $ | (1,043 | ) | $ | 252,876 | $ | (251,833 | ) | $ | 144,527 | |||||||||
Comprehensive income (loss) | $ | 144,243 | $ | (1,043 | ) | $ | 252,876 | $ | (251,833 | ) | $ | 144,243 | |||||||||
2013:00:00 | |||||||||||||||||||||
Net sales | $ | — | $ | — | $ | 6,013,398 | $ | — | $ | 6,013,398 | |||||||||||
Cost of sales | — | — | 4,592,536 | — | 4,592,536 | ||||||||||||||||
Gross profit | — | — | 1,420,862 | — | 1,420,862 | ||||||||||||||||
Selling, general and administrative expenses | 4,802 | 1,732 | 749,646 | — | 756,180 | ||||||||||||||||
Provision for doubtful accounts | — | — | 99,561 | — | 99,561 | ||||||||||||||||
Settlement, litigation and other related charges | — | — | 167,465 | — | 167,465 | ||||||||||||||||
Other charges | 51,497 | — | 48,305 | — | 99,802 | ||||||||||||||||
Operating (loss) income | (56,299 | ) | (1,732 | ) | 355,885 | — | 297,854 | ||||||||||||||
Interest expense, net of investment income | (122,404 | ) | — | (1,466 | ) | — | (123,870 | ) | |||||||||||||
(Loss) income from continuing operations before income taxes | (178,703 | ) | (1,732 | ) | 354,419 | — | 173,984 | ||||||||||||||
Income tax (benefit) expense | (68,729 | ) | (666 | ) | 158,487 | — | 89,092 | ||||||||||||||
(Loss) income from continuing operations | (109,974 | ) | (1,066 | ) | 195,932 | — | 84,892 | ||||||||||||||
Loss from discontinued operations | — | — | (128,324 | ) | — | (128,324 | ) | ||||||||||||||
Equity in net income of subsidiaries | 66,542 | — | — | (66,542 | ) | — | |||||||||||||||
Net (loss) income | $ | (43,432 | ) | $ | (1,066 | ) | $ | 67,608 | $ | (66,542 | ) | $ | (43,432 | ) | |||||||
Comprehensive (loss) income | $ | (43,153 | ) | $ | (1,066 | ) | $ | 67,608 | $ | (66,542 | ) | $ | (43,153 | ) | |||||||
2012:00:00 | |||||||||||||||||||||
Net sales | $ | — | $ | — | $ | 5,878,464 | $ | — | $ | 5,878,464 | |||||||||||
Cost of sales | — | — | 4,483,042 | — | 4,483,042 | ||||||||||||||||
Gross profit | — | — | 1,395,422 | — | 1,395,422 | ||||||||||||||||
Selling, general and administrative expenses | 4,816 | 1,438 | 765,750 | — | 772,004 | ||||||||||||||||
Provision for doubtful accounts | — | — | 97,995 | — | 97,995 | ||||||||||||||||
Settlement, litigation and other related charges | — | — | 49,375 | — | 49,375 | ||||||||||||||||
Other charges | 35,092 | — | 30,621 | — | 65,713 | ||||||||||||||||
Operating (loss) income | (39,908 | ) | (1,438 | ) | 451,681 | — | 410,335 | ||||||||||||||
Interest expense, net of interest income | (133,368 | ) | — | (1,735 | ) | — | (135,103 | ) | |||||||||||||
(Loss) income from continuing operations before income taxes | (173,276 | ) | (1,438 | ) | 449,946 | — | 275,232 | ||||||||||||||
Income tax (benefit) expense | (66,763 | ) | (557 | ) | 170,609 | — | 103,289 | ||||||||||||||
(Loss) income from continuing operations | (106,513 | ) | (881 | ) | 279,337 | — | 171,943 | ||||||||||||||
Income from discontinued operations | — | — | 22,931 | — | 22,931 | ||||||||||||||||
Equity in net income of subsidiaries | 301,387 | — | — | (301,387 | ) | — | |||||||||||||||
Net income (loss) | $ | 194,874 | $ | (881 | ) | $ | 302,268 | $ | (301,387 | ) | $ | 194,874 | |||||||||
Comprehensive income (loss) | $ | 194,744 | $ | (881 | ) | $ | 303,652 | $ | (302,771 | ) | $ | 194,744 | |||||||||
Note 21 - Guarantor Subsidiaries - Continued | |||||||||||||||||||||
Condensed Consolidating Balance Sheets | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
As of December 31, 2014: | Parent | Guarantor Subsidiary | Non-Guarantor Subsidiaries | Consolidating/ | Omnicare, Inc. and Subsidiaries | ||||||||||||||||
Eliminating Adjustments | |||||||||||||||||||||
ASSETS | |||||||||||||||||||||
Cash and cash equivalents | $ | 113,072 | $ | — | $ | 40,727 | $ | — | $ | 153,799 | |||||||||||
Accounts receivable, net (including intercompany) | — | 203 | 578,761 | (203 | ) | 578,761 | |||||||||||||||
Inventories | — | — | 519,584 | — | 519,584 | ||||||||||||||||
Deferred income tax benefits, net-current | — | — | 59,200 | — | 59,200 | ||||||||||||||||
Other current assets | 2,287 | — | 285,273 | — | 287,560 | ||||||||||||||||
Total current assets | 115,359 | 203 | 1,483,545 | (203 | ) | 1,598,904 | |||||||||||||||
Properties and equipment, net | — | 12 | 267,741 | — | 267,753 | ||||||||||||||||
Goodwill | — | — | 4,061,806 | — | 4,061,806 | ||||||||||||||||
Identifiable intangible assets, net | — | — | 98,942 | — | 98,942 | ||||||||||||||||
Other noncurrent assets | 21,717 | 19 | 58,649 | — | 80,385 | ||||||||||||||||
Investment in subsidiaries | 4,931,821 | — | — | (4,931,821 | ) | — | |||||||||||||||
Total assets | $ | 5,068,897 | $ | 234 | $ | 5,970,683 | $ | (4,932,024 | ) | $ | 6,107,790 | ||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||||||
Current liabilities (including intercompany) | $ | 27,725 | $ | — | $ | 393,392 | $ | (203 | ) | $ | 420,914 | ||||||||||
Current portion of long-term debt | 446,717 | — | — | — | 446,717 | ||||||||||||||||
Current liabilities of discontinued operations | — | — | — | — | — | ||||||||||||||||
Long-term debt, notes and convertible debentures | 1,510,212 | — | 7,347 | — | 1,517,559 | ||||||||||||||||
Deferred income tax liabilities, net-noncurrent | 343,816 | — | 592,431 | — | 936,247 | ||||||||||||||||
Other noncurrent liabilities | — | — | 45,926 | — | 45,926 | ||||||||||||||||
Convertible debt | 151,706 | — | — | — | 151,706 | ||||||||||||||||
Stockholders’ equity | 2,588,721 | 234 | 4,931,587 | (4,931,821 | ) | 2,588,721 | |||||||||||||||
Total liabilities and stockholders’ equity | $ | 5,068,897 | $ | 234 | $ | 5,970,683 | $ | (4,932,024 | ) | $ | 6,107,790 | ||||||||||
As of December 31, 2013: | |||||||||||||||||||||
ASSETS | |||||||||||||||||||||
Cash and cash equivalents | $ | 275,910 | $ | — | $ | 80,091 | $ | — | $ | 356,001 | |||||||||||
Accounts receivable, net (including intercompany) | — | 210 | 695,684 | (210 | ) | 695,684 | |||||||||||||||
Inventories | — | — | 512,418 | — | 512,418 | ||||||||||||||||
Deferred income tax benefits, net-current | — | — | 135,094 | — | 135,094 | ||||||||||||||||
Other current assets | 1,989 | — | 263,547 | — | 265,536 | ||||||||||||||||
Current assets of discontinued operations | — | — | 49,995 | — | 49,995 | ||||||||||||||||
Total current assets | 277,899 | 210 | 1,736,829 | (210 | ) | 2,014,728 | |||||||||||||||
Properties and equipment, net | — | 19 | 305,869 | — | 305,888 | ||||||||||||||||
Goodwill | — | — | 4,057,456 | — | 4,057,456 | ||||||||||||||||
Identifiable intangible assets, net | — | — | 129,974 | — | 129,974 | ||||||||||||||||
Other noncurrent assets | 41,825 | 19 | 54,878 | — | 96,722 | ||||||||||||||||
Investment in subsidiaries | 5,131,280 | — | — | (5,131,280 | ) | — | |||||||||||||||
Noncurrent assets of discontinued operations | — | — | 87,078 | — | 87,078 | ||||||||||||||||
Total assets | $ | 5,451,004 | $ | 248 | $ | 6,372,084 | $ | (5,131,490 | ) | $ | 6,691,846 | ||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||||||
Current liabilities (including intercompany) | $ | 83,028 | $ | — | $ | 504,289 | $ | (210 | ) | $ | 587,107 | ||||||||||
Current portion of long-term debt | 527,204 | — | — | — | 527,204 | ||||||||||||||||
Current liabilities of discontinued operations | — | — | 18,846 | — | 18,846 | ||||||||||||||||
Long-term debt, notes and convertible debentures | 1,405,628 | — | 13,191 | — | 1,418,819 | ||||||||||||||||
Deferred income tax liabilities, net-noncurrent | 363,240 | — | 649,493 | — | 1,012,733 | ||||||||||||||||
Other noncurrent liabilities | — | — | 53,835 | — | 53,835 | ||||||||||||||||
Noncurrent liabilities of discontinued operations | — | — | 1,398 | — | 1,398 | ||||||||||||||||
Convertible Debt | 331,101 | — | — | — | 331,101 | ||||||||||||||||
Stockholders’ equity | 2,740,803 | 248 | 5,131,032 | (5,131,280 | ) | 2,740,803 | |||||||||||||||
Total liabilities and stockholders’ equity | $ | 5,451,004 | $ | 248 | $ | 6,372,084 | $ | (5,131,490 | ) | $ | 6,691,846 | ||||||||||
Note 21 - Guarantor Subsidiaries - Continued | |||||||||||||||||||||
Condensed Consolidating Statements of Cash Flows | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
For the year ended December 31, | |||||||||||||||||||||
2014:00:00 | Parent | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Omnicare, Inc. and Subsidiaries | |||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||
Net cash flows (used in) from operating activities | $ | (187,357 | ) | $ | — | $ | 679,947 | $ | 492,590 | ||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of businesses, net of cash received | — | — | (1,613 | ) | (1,613 | ) | |||||||||||||||
Divestitures of businesses, net | — | — | 71,194 | 71,194 | |||||||||||||||||
Capital expenditures | — | — | (82,531 | ) | (82,531 | ) | |||||||||||||||
Marketable securities | — | — | 25,377 | 25,377 | |||||||||||||||||
Other | — | — | (863 | ) | (863 | ) | |||||||||||||||
Net cash flows from investing activities | — | — | 11,564 | 11,564 | |||||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Payments on term loans | (20,938 | ) | — | — | (20,938 | ) | |||||||||||||||
Proceeds from long-term borrowings and obligations | 717,500 | — | — | 717,500 | |||||||||||||||||
Payments on long-term borrowings and obligations | (1,067,707 | ) | — | — | (1,067,707 | ) | |||||||||||||||
Fees paid for financing activities | (8,913 | ) | — | — | (8,913 | ) | |||||||||||||||
Decrease in cash overdraft balance | (3,047 | ) | — | (13,313 | ) | (16,360 | ) | ||||||||||||||
Payments for Omnicare common stock repurchases | (235,438 | ) | — | — | (235,438 | ) | |||||||||||||||
Proceeds for stock awards and exercise of stock options, net of stock tendered in payment | (2,251 | ) | — | — | (2,251 | ) | |||||||||||||||
Dividends paid | (80,298 | ) | — | — | (80,298 | ) | |||||||||||||||
Other | 725,611 | — | (717,562 | ) | 8,049 | ||||||||||||||||
Net cash flows from (used in) financing activities | 24,519 | — | (730,875 | ) | (706,356 | ) | |||||||||||||||
Net decrease in cash and cash equivalents | (162,838 | ) | — | (39,364 | ) | (202,202 | ) | ||||||||||||||
Less decrease in cash and cash equivalents of discontinued operations | — | — | — | — | |||||||||||||||||
Decrease in cash and cash equivalents of continuing operations | (162,838 | ) | — | (39,364 | ) | (202,202 | ) | ||||||||||||||
Cash and cash equivalents at beginning of year | 275,910 | — | 80,091 | 356,001 | |||||||||||||||||
Cash and cash equivalents at end of year | $ | 113,072 | $ | — | $ | 40,727 | $ | 153,799 | |||||||||||||
Note 21 - Guarantor Subsidiaries - Continued | |||||||||||||||||||||
Condensed Consolidating Statements of Cash Flows | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
For the year ended December 31, | |||||||||||||||||||||
2013:00:00 | Parent | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Omnicare, Inc. and Subsidiaries | |||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||
Net cash flows (used in) from operating activities | $ | (16,598 | ) | $ | — | $ | 483,658 | $ | 467,060 | ||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of businesses, net of cash received | — | — | (3,895 | ) | (3,895 | ) | |||||||||||||||
Divestitures of businesses, net | — | — | 11,658 | 11,658 | |||||||||||||||||
Capital expenditures | — | — | (95,015 | ) | (95,015 | ) | |||||||||||||||
Marketable securities | — | — | (365 | ) | (365 | ) | |||||||||||||||
Other | (227 | ) | — | 281 | 54 | ||||||||||||||||
Net cash flows used in investing activities | (227 | ) | — | (87,336 | ) | (87,563 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Payments on term loans | (21,250 | ) | — | — | (21,250 | ) | |||||||||||||||
Proceeds from long-term borrowings and obligations | — | — | — | — | |||||||||||||||||
Payments on long-term borrowings and obligations | (192,322 | ) | — | — | (192,322 | ) | |||||||||||||||
Fees paid for financing activities | (5,660 | ) | — | — | (5,660 | ) | |||||||||||||||
(Decrease) increase in cash overdraft balance | (9,968 | ) | — | 10,441 | 473 | ||||||||||||||||
Payments for Omnicare common stock repurchases | (220,971 | ) | — | — | (220,971 | ) | |||||||||||||||
Proceeds for stock awards and exercise of stock options, net of stock tendered in payment | 15,819 | — | — | 15,819 | |||||||||||||||||
Dividends paid | (62,928 | ) | — | — | (62,928 | ) | |||||||||||||||
Other | 406,341 | — | (397,211 | ) | 9,130 | ||||||||||||||||
Net cash flows (used in) financing activities | (90,939 | ) | — | (386,770 | ) | (477,709 | ) | ||||||||||||||
Net (decrease) increase in cash and cash equivalents | (107,764 | ) | — | 9,552 | (98,212 | ) | |||||||||||||||
Less decrease in cash and cash equivalents of discontinued operations | — | — | (9,593 | ) | (9,593 | ) | |||||||||||||||
(Decrease) increase in cash and cash equivalents of continuing operations | (107,764 | ) | — | 19,145 | (88,619 | ) | |||||||||||||||
Cash and cash equivalents at beginning of year | 383,674 | — | 60,946 | 444,620 | |||||||||||||||||
Cash and cash equivalents at end of year | $ | 275,910 | $ | — | $ | 80,091 | $ | 356,001 | |||||||||||||
Note 21 - Guarantor Subsidiaries - Continued | |||||||||||||||||||||
Condensed Consolidating Statements of Cash Flows | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
For the year ended December 31, | |||||||||||||||||||||
2012:00:00 | Parent | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Omnicare, Inc. and Subsidiaries | |||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||
Net cash flows (used in) from operating activities | $ | (88,461 | ) | $ | — | $ | 632,945 | $ | 544,484 | ||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of businesses, net of cash received | — | — | (34,873 | ) | (34,873 | ) | |||||||||||||||
Divestitures of businesses, net | — | — | 19,207 | 19,207 | |||||||||||||||||
Capital expenditures | — | — | (96,924 | ) | (96,924 | ) | |||||||||||||||
Marketable securities | (25,514 | ) | — | 496 | (25,018 | ) | |||||||||||||||
Other | — | — | (1,726 | ) | (1,726 | ) | |||||||||||||||
Net cash flows used in investing activities | (25,514 | ) | — | (113,820 | ) | (139,334 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Payments on term loans | (24,688 | ) | — | — | (24,688 | ) | |||||||||||||||
Proceeds from long-term borrowings and obligations | 425,000 | — | — | 425,000 | |||||||||||||||||
Payments on long-term borrowings and obligations | (453,573 | ) | — | — | (453,573 | ) | |||||||||||||||
Capped call transaction | (48,126 | ) | — | — | (48,126 | ) | |||||||||||||||
Fees paid for financing activities | (7,566 | ) | — | (7,566 | ) | ||||||||||||||||
Decrease in cash overdraft balance | (12 | ) | — | (14,915 | ) | (14,927 | ) | ||||||||||||||
Payments for Omnicare common stock repurchases | (388,968 | ) | — | — | (388,968 | ) | |||||||||||||||
Proceeds for stock awards and exercise of stock options, net of stock tendered in payment | 24,951 | — | — | 24,951 | |||||||||||||||||
Dividends paid | (45,214 | ) | — | — | (45,214 | ) | |||||||||||||||
Other | 555,592 | — | (553,680 | ) | 1,912 | ||||||||||||||||
Net cash flows from (used in) financing activities | 37,396 | — | (568,595 | ) | (531,199 | ) | |||||||||||||||
Net decrease in cash and cash equivalents | (76,579 | ) | — | (49,470 | ) | (126,049 | ) | ||||||||||||||
Less increase in cash and cash equivalents of discontinued operations | — | — | 6,859 | 6,859 | |||||||||||||||||
Decrease in cash and cash equivalents of continuing operations | (76,579 | ) | — | (56,329 | ) | (132,908 | ) | ||||||||||||||
Cash and cash equivalents at beginning of year | 460,253 | — | 117,275 | 577,528 | |||||||||||||||||
Cash and cash equivalents at end of year | $ | 383,674 | $ | — | $ | 60,946 | $ | 444,620 | |||||||||||||
Valuation_and_Qualifying_Accou
Valuation and Qualifying Accounts (Notes) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||||||||||||||||
Schedule of Valuation and Qualifying Accounts Disclosure [Text Block] | SCHEDULE II | ||||||||||||||||
OMNICARE, INC. AND SUBSIDIARY COMPANIES | |||||||||||||||||
Valuation and Qualifying Accounts | |||||||||||||||||
(in thousands) | |||||||||||||||||
Year ended | Balance at | Additions | Write-offs, | Balance | |||||||||||||
December 31, | beginning of | charged | (net of recoveries) and other | at end | |||||||||||||
period | to cost | of period | |||||||||||||||
and expenses | |||||||||||||||||
Allowance for uncollectible accounts receivable: | |||||||||||||||||
2014 | $ | 202,602 | $ | 84,460 | $ | (85,187 | ) | $ | 201,875 | ||||||||
2013 | 264,105 | 99,561 | (161,064 | ) | 202,602 | ||||||||||||
2012 | 352,417 | 97,995 | (186,307 | ) | 264,105 | ||||||||||||
Allowance for uncollectible notes receivable: | |||||||||||||||||
2014 | $ | 13,123 | $ | 309 | $ | (604 | ) | $ | 12,828 | ||||||||
2013 | 12,562 | 5,851 | (5,290 | ) | 13,123 | ||||||||||||
2012 | 11,554 | 2,792 | (1,784 | ) | 12,562 | ||||||||||||
Tax valuation allowance: | |||||||||||||||||
2014 | $ | 24,159 | $ | 77,542 | $ | (5,989 | ) | $ | 95,712 | ||||||||
2013 | 21,037 | 5,431 | (2,309 | ) | 24,159 | ||||||||||||
2012 | 20,502 | 3,765 | (3,230 | ) | 21,037 | ||||||||||||
Significant_Accounting_Policie1
Significant Accounting Policies Level 2 (Policies) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Description of Business and Summary of Significant Accounting Policies [Abstract] | ||||||||||||
Consolidation, Policy [Policy Text Block] | Principles of Consolidation | |||||||||||
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. Omnicare consolidates entities in which the Company is the primary beneficiary in accordance with guidance regarding the consolidation of variable interest entities. All significant intercompany accounts and transactions have been eliminated in consolidation. | ||||||||||||
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Translation of Foreign Financial Statements | |||||||||||
For the year ended December 31, 2012, assets and liabilities of the Company’s foreign operations were translated at the year-end rate of exchange, and the results of operations for the Company’s foreign operations were translated at average rates of exchange. Gains or losses from translating foreign currency financial statements were accumulated in a separate component of stockholders’ equity. Following the disposition of the Company’s Canadian pharmacy in the third quarter of 2012, the Company had no foreign operations and, as a result, no foreign currency translation was necessary as of and for the years ended December 31, 2014 and 2013. | ||||||||||||
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash Equivalents | |||||||||||
Cash and cash equivalents include highly liquid investments with original maturities of three months or less. Carrying values of cash and cash equivalents approximate fair value due to the short-term nature of these instruments. | ||||||||||||
Omnicare maintains amounts on deposit with various financial institutions, which may, at times, exceed federally insured limits. Management periodically evaluates the credit-worthiness of these institutions, and the Company has not experienced any losses on such deposits. | ||||||||||||
The Company also has restricted cash, which primarily represents cash transferred to separate irrevocable trusts for settlement of employee health and severance costs, and cash collected on behalf of third parties. Restricted cash is immaterial to the Company’s financial position overall and is recorded in “Other current assets” on the Consolidated Balance Sheets. | ||||||||||||
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments | |||||||||||
The Company applies the authoritative guidance for fair value measurements, which defines a hierarchy of inputs used in fair value measurements. “Level 1” measurements use quoted prices in active markets for identical assets or liabilities. “Level 2” measurements use significant observable inputs. “Level 3” measurements use significant unobservable inputs that require a company to develop its own assumptions. In recording the fair value of assets and liabilities, companies must use the most reliable measurement available. See “Note 8 - Fair Value”. | ||||||||||||
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk | |||||||||||
Financial instruments that subject the Company to credit risk consist primarily of interest-bearing cash and cash equivalents, and accounts receivable. | ||||||||||||
At any given point in time, the Company has cash on deposit with financial institutions, and cash invested in high quality, short-term money market funds or U.S. government-backed repurchase agreements, generally having original maturities of three months or less, in order to minimize its credit risk. The Company is exposed to credit risk in the event of a default by the financial institutions holding such deposits or that issued such cash equivalents to the extent of the cash and cash equivalents recorded in the Consolidated Balance Sheets. | ||||||||||||
The Company generally does not require collateral from its customers in connection with the extension of credit in the form of accounts receivable balances. The Company establishes allowances for doubtful accounts based on various factors, including historical credit losses and specifically identified credit risks. Management regularly reviews the allowances for doubtful accounts for appropriateness. For the years ended December 31, 2014, 2013 and 2012, no single customer accounted for 10% or more of the Company’s revenues. | ||||||||||||
In 2014, approximately 65% of Omnicare’s pharmacy services billings were directly reimbursed by government-sponsored programs, including federal Medicare Part D, Medicare Part B and, to a lesser extent, state Medicaid programs. The remainder of Omnicare’s billings were paid or reimbursed by individual residents or their responsible parties (private pay), facilities and other third-party payors, including private insurers. A portion of these revenues also are indirectly dependent on government programs. The table below represents the Company’s approximate payor mix (as a % of annual sales) for each of the years ended: | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Private pay, third-party and facilities (a) | 34 | % | 36 | % | 36 | % | ||||||
Federal Medicare program (Part D & Part B) | 58 | % | 55 | % | 52 | % | ||||||
State Medicaid programs | 7 | % | 7 | % | 8 | % | ||||||
Other sources | 1 | % | 2 | % | 4 | % | ||||||
Totals | 100 | % | 100 | % | 100 | % | ||||||
(a) Includes payments from skilled nursing facilities on behalf of their federal Medicare program-eligible residents (Medicare Part A) and for other services and supplies, as well as payments from third-party insurers and private pay. | ||||||||||||
Trade and Other Accounts Receivable, Policy [Policy Text Block] | Accounts Receivable | |||||||||||
The following table is an aging of the Company’s December 31, 2014 and 2013 gross accounts receivable (net of allowances for contractual adjustments, and prior to allowances for doubtful accounts), aged based on payment terms and categorized based on the three primary types of payors (in thousands): | ||||||||||||
December 31, 2014 | Current and 0-180 Days Past Due | 181 Days and Over Past Due | Total | |||||||||
Medicare (Part D and Part B), Medicaid | ||||||||||||
and third-party payors | $ | 184,492 | $ | 28,818 | $ | 213,310 | ||||||
Facility payors | 297,308 | 99,036 | 396,344 | |||||||||
Private pay payors | 69,693 | 101,289 | 170,982 | |||||||||
Total gross accounts receivable | $ | 551,493 | $ | 229,143 | $ | 780,636 | ||||||
December 31, 2013 | ||||||||||||
Medicare (Part D and Part B), Medicaid | ||||||||||||
and third-party payors | $ | 195,544 | $ | 67,791 | $ | 263,335 | ||||||
Facility payors | 328,444 | 146,751 | 475,195 | |||||||||
Private pay payors | 75,655 | 84,101 | 159,756 | |||||||||
Total gross accounts receivable | $ | 599,643 | $ | 298,643 | $ | 898,286 | ||||||
Loans and Leases Receivable, Valuation, Policy [Policy Text Block] | Notes Receivable | |||||||||||
The Company periodically enters into notes receivable with its customers. These notes receivable and the related allowance for losses are recorded in “Other current assets” and “Other noncurrent assets” on the Consolidated Balance Sheets. The Company assesses and monitors credit risk associated with notes receivable through periodic reviews of the customer’s net worth, payment history, long-term debt ratings and other information available from recognized credit rating services. The receivables are periodically assessed for significant changes in credit ratings or other information indicating an increase in exposure to credit risk. Losses on notes receivable have historically not been material to the consolidated financial position of the Company. | ||||||||||||
As of December 31, 2014 and 2013, gross notes receivable were approximately $81 million and $79 million, respectively, of which approximately $52 million were included in “Other current assets” on the Consolidated Balance Sheets. As of December 31, 2014 and 2013, the allowance for credit losses on the notes receivable was approximately $13 million, which was included in “Other current assets” on the Consolidated Balance Sheets. | ||||||||||||
Interest income on the notes receivable is recognized on an accrual basis when earned. Interest income was $3 million, $4 million and $5 million for the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||
Inventory, Policy [Policy Text Block] | Inventories | |||||||||||
Inventories consist primarily of purchased pharmaceuticals and medical supplies held for sale to customers and are stated at the lower of cost or market value. Cost is determined using the first-in, first-out method. Physical inventories are typically performed on a monthly basis at pharmacy sites and, in all cases, no less than once a quarter. Cost of goods sold is recorded based on the actual results of the physical inventory. | ||||||||||||
The Company receives discounts, rebates and other price concessions (“Discounts”) relating to purchases from its suppliers and vendors. The Company recognizes the related receivables associated with the Discounts by reducing cost of goods sold and inventories. The Company records its estimates of Discounts earned during a period on the accrual basis of accounting, giving proper consideration to whether those Discounts have been earned based on the terms of applicable arrangements and to the levels of inventories remaining on-hand. Receivables related to Discounts are regularly adjusted based on the best available information, and are adjusted to actual amounts as cash is received and the applicable arrangements are settled. Estimates of Discounts have not historically differed materially from actual results. | ||||||||||||
Property, Plant and Equipment, Policy [Policy Text Block] | Properties and Equipment | |||||||||||
Properties and equipment are stated at cost less accumulated depreciation. Expenditures for maintenance, repairs, renewals and betterments that do not materially prolong the useful lives of the assets are charged to expense as incurred. Depreciation of properties and equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from three to ten years for computer equipment and software, machinery and equipment, and furniture and fixtures. Buildings and building improvements are depreciated over 40 years, and leasehold improvements are amortized over the lesser of the initial lease term or their useful lives. The Company capitalizes certain costs that are directly associated with the development of internally developed software, representing the historical cost of these assets. Once the software is completed and placed into service, such costs are amortized over the estimated useful lives, ranging from three to ten years. | ||||||||||||
Lease, Policy [Policy Text Block] | Leases | |||||||||||
Rental payments under operating leases are expensed. Leases that substantially transfer all of the benefits and risks of ownership of property to Omnicare or otherwise meet the criteria for capitalization are accounted for as capital leases. An asset is recorded at the time a capital lease is entered into together with its related long-term obligation to reflect its purchase and financing. Property and equipment recorded under capital leases are depreciated on the same basis described above. | ||||||||||||
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Valuation of Long-Lived Assets | |||||||||||
Long-lived assets such as property and equipment, software (acquired and internally developed) and investments are reviewed for impairment when events or changes in circumstances indicate that the book carrying amount of the assets may not be recoverable. An impairment charge is recognized when estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition are less than its book carrying amount. In addition, an impairment is realized if an asset is abandoned. See “Impairment Charges” below. | ||||||||||||
Goodwill and Intangible Assets, Policy [Policy Text Block] | Goodwill, Intangibles and Other Assets | |||||||||||
Intangible assets are comprised primarily of goodwill, customer relationship assets, noncompete agreements, technology assets, and trademarks and trade names, all originating from business combinations accounted for as purchase transactions. The Company has adopted guidance regarding the testing for goodwill impairment that permits the Company to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines it is more likely than not that the fair value of a reporting unit is less than the carrying amount, then the Company would perform the two-step goodwill impairment test. The first step, used to identify potential impairment, is a comparison of the reporting unit’s estimated fair value to its carrying value, including goodwill. If the fair value of the reporting unit exceeds its carrying value, applicable goodwill is considered to be not impaired. If the carrying value exceeds fair value, there is an indication of impairment and the second step is performed to measure the amount of the impairment, if any. The second step requires the Company to calculate an implied fair value of goodwill at the reporting unit level. If the goodwill assigned to a reporting unit exceeds the implied fair value of the goodwill, an impairment charge is recorded for the excess. | ||||||||||||
Intangible assets are amortized over their useful lives. See “Note 7 - Goodwill and Other Intangible Assets”. | ||||||||||||
Debt issuance costs are included in “Other noncurrent assets” on the Consolidated Balance Sheets and are amortized over the life of the related debt, or to the put and initial redemption date of December 15, 2015 in the case of the 3.25% Convertible Senior Debentures due 2035 (the “Initial 2035 Debentures”) and to the put date of January 15, 2021 in the case of the 3.25% Convertible Senior Exchange Debentures due 2035 (the “Exchange 2035 Debentures”). | ||||||||||||
Insurance Claim Reserve Policy for Health, Property and Casualty self insurance [Policy Text Block] | Insurance Accruals | |||||||||||
The Company is self-insured for certain employee health, property and casualty, worker’s compensation, medical professional liability and automobile liability insurance claims. Claims are paid as they are submitted to the respective plan administrators. The Company records monthly expense for the self-insurance plans in its financial statements for incurred claims, using historical claims experience and input from third-party insurance professionals to determine the appropriate accrual level. The accrual reflects claims that have been incurred but not yet paid or reported to the plan administrator. The Company establishes the accruals based on historical claim lag periods, current payment trends for similar insurance claims and input from third-party insurance and valuation professionals. The discount rate utilized in the computation of the property and casualty accrual balance at December 31, 2014 and 2013, was 1.61% and 1.79%, respectively. | ||||||||||||
Revenue Recognition, Policy [Policy Text Block] | Fair Value of Financial Instruments | |||||||||||
The Company applies the authoritative guidance for fair value measurements, which defines a hierarchy of inputs used in fair value measurements. “Level 1” measurements use quoted prices in active markets for identical assets or liabilities. “Level 2” measurements use significant observable inputs. “Level 3” measurements use significant unobservable inputs that require a company to develop its own assumptions. In recording the fair value of assets and liabilities, companies must use the most reliable measurement available. See “Note 8 - Fair Value”. | ||||||||||||
Revenue Recognition | ||||||||||||
In general, Omnicare recognizes revenue when products are delivered or services are rendered or provided to the customer, prices are fixed and determinable and collection is reasonably assured. | ||||||||||||
A significant portion of the Company’s revenues from sales of pharmaceutical and medical products have been reimbursed by the federal Medicare Part D program and, to a lesser extent, state Medicaid programs. Payments for services rendered to patients covered by these programs are generally less than billed charges. The Company monitors its revenues and receivables from these reimbursement sources, as well as other third-party insurance payors, and records an estimated contractual allowance for certain sales and receivable balances at the revenue recognition date, to properly account for anticipated differences between billed and reimbursed amounts. Accordingly, the total net sales and receivables reported in the Company’s financial statements are recorded at the amount expected to be ultimately received from these payors. Since billing functions for a portion of the Company’s revenue systems are largely computerized, enabling on-line adjudication (i.e., submitting charges to Medicare, Medicaid or other third-party payors electronically, with simultaneous feedback of the amount to be paid) at the time of sale to record net revenues, our exposure in connection with estimating contractual allowance adjustments is limited primarily to unbilled and initially rejected Medicare, Medicaid and third-party claims (typically approved for reimbursement once additional information is provided to the payor). For the remaining portion of the Company’s revenue systems, the contractual allowance is estimated for all billed, unbilled and initially rejected Medicare, Medicaid and third-party claims. The Company evaluates several criteria in developing the estimated contractual allowances on a monthly basis, including historical trends based on actual claims paid, current contract and reimbursement terms, and changes in customer base and payor/product mix. Contractual allowance estimates are adjusted to actual amounts as cash is received and claims are settled, and the aggregate impact of these resulting adjustments was not significant to the Company’s results of operations for any of the periods presented. | ||||||||||||
Patient co-payments associated with certain state Medicaid programs, Medicare Part B, Medicare Part D and certain third-party payors are typically not collected at the time products are delivered or services are rendered, but are billed to the individual as part of the Company’s normal billing procedures and subject to the Company’s normal accounts receivable collections procedures. | ||||||||||||
Under certain circumstances, the Company accepts returns of medications and issues a credit memo to the applicable payor. The Company estimates and accrues for sales returns based on historical return experience, giving consideration to the Company’s return policies. Product returns are processed in the period received, and are not significant compared to our total sales and gross profit. | ||||||||||||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ck-Based Compensation | |||||||||||
The Company records compensation costs relating to share-based payment transactions in its financial statements under a fair value recognition model. Under this guidance, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense ratably over the requisite service period of the award (usually the vesting period). | ||||||||||||
Shipping and Handling Cost, Policy [Policy Text Block] | Delivery Expenses | |||||||||||
Omnicare incurred expenses totaling approximately $168 million, $164 million and $160 million for the years ended December 31, 2014, 2013 and 2012, respectively, to deliver products sold to its customers. Delivery expenses are included in “Selling, general and administrative expenses” on the Consolidated Statements of Comprehensive Income (Loss). | ||||||||||||
Income Tax, Policy [Policy Text Block] | Income Taxes | |||||||||||
The Company accounts for income taxes using the asset and liability method under which deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates to differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. | ||||||||||||
Future tax benefits are recognized to the extent that realization of those benefits are considered to be more likely than not, and a valuation allowance is established for deferred tax assets that do not meet this threshold. | ||||||||||||
In accordance with guidance regarding the accounting for uncertainty in income taxes, the Company recognizes a tax position if, based solely on its technical merits, it is more likely than not to be sustained upon examination by the relevant taxing authority. If a tax position does not meet the more likely than not recognition threshold, the Company does not recognize the benefit of that position in its financial statements. A tax position that meets the more likely than not recognition threshold is measured to determine the amount of benefit to be recognized in the financial statements. | ||||||||||||
Use of Estimates, Policy [Policy Text Block] | Use of Estimates in the Preparation of Financial Statements | |||||||||||
The preparation of the Company’s consolidated financial statements in accordance with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities and stockholders’ equity at the date of the financial statements, the reported amounts of revenues and expenses during the reporting periods and amounts reported in the accompanying notes to consolidated financial statements. Significant estimates underlying the accompanying consolidated financial statements include the allowance for doubtful accounts and contractual allowance reserve; the net carrying value of inventories; acquisition-related accounting, including goodwill and other indefinite-lived intangible assets, and the related impairment assessments; accruals pursuant to the Company’s restructuring initiatives; stock-based compensation; various other operating allowances and accruals (including employee health, workers’ compensation, property and casualty insurance accruals and related assumptions); fair value determinations; accruals related to pending litigation; and current and deferred tax assets, liabilities and provisions. Actual results could differ from those estimates depending upon the resolution of certain risks and uncertainties. | ||||||||||||
Potential risks and uncertainties, many of which are beyond the control of Omnicare, include, but are not necessarily limited to, such factors as overall economic, financial and business conditions; delays and reductions in reimbursement by the government and other payors to Omnicare or its customers; the overall financial condition of Omnicare’s customers; the effect of new government regulations, executive orders and legislative initiatives, including those relating to reimbursement and drug pricing policies, and changes in the interpretation and application of such policies; efforts by payors to control costs; the outcome of pending and future legal and contractual disputes and litigation; the outcome of audit, compliance, administrative or investigatory reviews, including governmental and regulatory inquiries; other contingent liabilities; the ability to identify, finance and consummate acquisitions on favorable terms and the successful integration of acquired companies; the ability to successfully complete planned divestitures; changes in international economic and political conditions; changes in interest rates; changes in the valuation of the Company’s financial instruments, including its interest rate swap agreements and other derivative instruments; changes in tax laws and regulations; access to capital and financing; the demand for Omnicare’s products and services; pricing and other competitive factors in the industry; changes in insurance claims experience and related assumptions; the outcome of the Company’s annual goodwill and other identifiable intangible assets impairment assessments; variations in costs or expenses; and changes in accounting rules and standards | ||||||||||||
Reclassification, Policy [Policy Text Block] | Reclassifications | |||||||||||
Certain reclassifications of prior-year amounts have been made to conform with the current-year presentation, none of which were considered material to the Company’s financial statements taken as a whole. | ||||||||||||
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Standards | |||||||||||
In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-15, “Presentation of Financial Statements - Going Concern”, which requires management to evaluate whether conditions or events raise substantial doubt about the entity’s ability to continue as a going concern and, if so, to provide related footnote disclosures. The guidance is effective for annual or interim reporting periods beginning on or after December 15, 2016. Early adoption is permitted. The Company does not expect the adoption of this ASU to have a material impact on the Company’s Consolidated Financial Statements. | ||||||||||||
In June 2014, the FASB issued ASU 2014-12, “Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could be Achieved after the Requisite Service Period,” (“ASU 2014-12”) which requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The guidance is effective for annual or interim reporting periods beginning on or after December 15, 2015. The Company does not anticipate that the adoption of this standard will have a material impact on its Consolidated Financial Statements. | ||||||||||||
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers”, which provides guidance for revenue recognition. The standard’s core principle is that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU also requires additional disclosures. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016. The Company is currently in the process of evaluating the impact of adoption of this ASU on its Consolidated Financial Statements. | ||||||||||||
In April 2014, the FASB issued ASU No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies the related disclosure requirements. Under the new guidance, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results and is disposed of or classified as held for sale. The standard also introduces several new disclosures. The guidance applies prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date. ASU 2014-08 is effective for annual and interim periods beginning after December 15, 2014, with early adoption permitted. The Company does not expect the adoption of this ASU to have a material impact on the Company’s Consolidated Financial Statements. |
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||
Accounts Receivable | The following table is an aging of the Company’s December 31, 2014 and 2013 gross accounts receivable (net of allowances for contractual adjustments, and prior to allowances for doubtful accounts), aged based on payment terms and categorized based on the three primary types of payors (in thousands): | |||||||||||||||
December 31, 2014 | Current and 0-180 Days Past Due | 181 Days and Over Past Due | Total | |||||||||||||
Medicare (Part D and Part B), Medicaid | ||||||||||||||||
and third-party payors | $ | 184,492 | $ | 28,818 | $ | 213,310 | ||||||||||
Facility payors | 297,308 | 99,036 | 396,344 | |||||||||||||
Private pay payors | 69,693 | 101,289 | 170,982 | |||||||||||||
Total gross accounts receivable | $ | 551,493 | $ | 229,143 | $ | 780,636 | ||||||||||
December 31, 2013 | ||||||||||||||||
Medicare (Part D and Part B), Medicaid | ||||||||||||||||
and third-party payors | $ | 195,544 | $ | 67,791 | $ | 263,335 | ||||||||||
Facility payors | 328,444 | 146,751 | 475,195 | |||||||||||||
Private pay payors | 75,655 | 84,101 | 159,756 | |||||||||||||
Total gross accounts receivable | $ | 599,643 | $ | 298,643 | $ | 898,286 | ||||||||||
Financial assets and liabilities measured at fair value | The Company’s financial instruments measured at fair value were as follows (in thousands): | |||||||||||||||
Based on | ||||||||||||||||
Assets and (Liabilities) Measured at Fair Value on a Recurring Basis: | Fair Value | Quoted Prices | Other | Unobservable | ||||||||||||
in Active | Observable | Inputs | ||||||||||||||
Markets | Inputs | (Level 3) | ||||||||||||||
(Level 1) | (Level 2) | |||||||||||||||
December 31, 2013 | ||||||||||||||||
Derivatives (1) | $ | — | $ | — | $ | — | $ | — | ||||||||
Bond Portfolio (2) | 25,140 | — | 25,140 | — | ||||||||||||
7.75% interest rate swap agreement - fair value hedge (3) | 18,671 | — | 18,671 | — | ||||||||||||
Total | $ | 43,811 | $ | — | $ | 43,811 | $ | — | ||||||||
Accumulated other comprehensive income(loss) | Accumulated other comprehensive loss consists of the following (in thousands): | |||||||||||||||
December 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Unrealized gain (loss) on fair value of investments | (300 | ) | (702 | ) | ||||||||||||
Pension and postemployment benefits | (2,525 | ) | (1,839 | ) | ||||||||||||
Total accumulated other comprehensive loss, net | $ | (2,825 | ) | $ | (2,541 | ) | ||||||||||
Sales as a Percent by Payor [Table Text Block] | The table below represents the Company’s approximate payor mix (as a % of annual sales) for each of the years ended: | |||||||||||||||
December 31, | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Private pay, third-party and facilities (a) | 34 | % | 36 | % | 36 | % | ||||||||||
Federal Medicare program (Part D & Part B) | 58 | % | 55 | % | 52 | % | ||||||||||
State Medicaid programs | 7 | % | 7 | % | 8 | % | ||||||||||
Other sources | 1 | % | 2 | % | 4 | % | ||||||||||
Totals | 100 | % | 100 | % | 100 | % | ||||||||||
Schedule of Other Operating Cost and Expense, by Component [Table Text Block] | Other Charges (Credits) consist of the following (in thousands): | |||||||||||||||
December 31, | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Acquisition and other related costs (1) | $ | — | $ | 2,300 | $ | 1,380 | ||||||||||
Restructuring and other related charges (2) | 566 | — | 8,956 | |||||||||||||
Disposition of businesses (3) | 805 | 39,245 | (1,777 | ) | ||||||||||||
Separation costs (4) | 20,975 | 6,760 | 21,000 | |||||||||||||
Loss on sale of plane and termination of plane lease (5) | — | — | 1,062 | |||||||||||||
Debt redemption loss and costs (6) | 56,696 | 51,497 | 35,092 | |||||||||||||
Impairment charges (7) | 60,211 | — | — | |||||||||||||
Total - other charges, net | $ | 139,253 | $ | 99,802 | $ | 65,713 | ||||||||||
-1 | See “Note 4 - Acquisitions”. | |||||||||||||||
-2 | See “Note 17 - Restructuring and Other Related Charges”. | |||||||||||||||
-3 | See “Disposition of Businesses” below. | |||||||||||||||
-4 | See “Note 13 - Separation Costs”. | |||||||||||||||
-5 | The Company sold its corporate aircraft in 2012 for a $1 million loss. The year ended December 31, 2012 includes charges relating to the sale of the Company’s aircraft. | |||||||||||||||
-6 | See “Note 11 - Debt”. | |||||||||||||||
-7 | See “Impairment Charges” below. |
Common_Stock_Repurchase_Progra1
Common Stock Repurchase Program (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Common Stock Repurchase Program [Abstract] | |||||||||||
Summary of Stock Repurchase Programs [Table Text Block] | The following chart summarizes the Company’s stock repurchase programs as approved by the Board of Directors in effect for the periods ended December 31, 2012 through December 31, 2014 (in thousands): | ||||||||||
Date Approved | Amount Approved | Term Date | Remaining Repurchase Authority | ||||||||
May 3, 2010 | $ | 200,000 | May 3, 2012 | $ | — | ||||||
May 26, 2011 | $ | 100,000 | December 31, 2012 | $ | — | ||||||
February 21, 2012 | $ | 200,000 | February 28, 2014 | $ | — | ||||||
September 12, 2012 | $ | 350,000 | December 31, 2014 | $ | — | ||||||
December 4, 2013 | $ | 500,000 | December 31, 2015 | $ | 264,613 | ||||||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ||||||||||||
Schedule of Financial Information Related to the Discontinued Operations | Selected financial information related to the discontinued operations follows (in thousands): | |||||||||||
For the year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net Sales | ||||||||||||
Hospice | $ | 123,136 | $ | 210,041 | $ | 223,135 | ||||||
Retail | 10,635 | 53,759 | 58,789 | |||||||||
Net sales - total discontinued | 133,771 | 263,800 | 281,924 | |||||||||
Income (loss) from operations, pretax | ||||||||||||
Hospice | 3,167 | 25,120 | 36,787 | |||||||||
Retail | (1,539 | ) | (1,792 | ) | 56 | |||||||
Income from operations - total discontinued, pretax | 1,628 | 23,328 | 36,843 | |||||||||
Income tax (benefit) expense | ||||||||||||
Hospice | 2,457 | 10,136 | 13,889 | |||||||||
Retail | (948 | ) | (627 | ) | 23 | |||||||
Income tax expense - total discontinued | 1,509 | 9,509 | 13,912 | |||||||||
Income (loss) from operations | ||||||||||||
Hospice | 710 | 14,984 | 22,898 | |||||||||
Retail | (591 | ) | (1,165 | ) | 33 | |||||||
Income from operations - total discontinued, aftertax | 119 | 13,819 | 22,931 | |||||||||
Impairment loss | ||||||||||||
Hospice | (39,804 | ) | (139,783 | ) | — | |||||||
Retail | — | (4,956 | ) | — | ||||||||
Impairment loss on discontinued operations - total | (39,804 | ) | (144,739 | ) | — | |||||||
Income tax (expense) benefit of impairment loss | ||||||||||||
Hospice | — | 2,596 | — | |||||||||
Retail | — | — | — | |||||||||
Income tax benefit of impairment loss | — | 2,596 | — | |||||||||
Income (loss) from discontinued operations | ||||||||||||
Hospice | (39,094 | ) | (122,203 | ) | 22,898 | |||||||
Retail | (591 | ) | (6,121 | ) | 33 | |||||||
Income (loss) from discontinued operations - total | (39,685 | ) | (128,324 | ) | 22,931 | |||||||
Cash_and_Cash_Equivalents_Tabl
Cash and Cash Equivalents (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Cash and Cash Equivalents [Abstract] | ||||||||
Schedule of Cash and Cash Equivalents [Table Text Block] | A summary of cash and cash equivalents follows (in thousands): | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Cash | $ | 153,749 | $ | 355,951 | ||||
Money market funds | 50 | 50 | ||||||
$ | 153,799 | $ | 356,001 | |||||
Properties_and_Equipment_Prope
Properties and Equipment Properties and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
schedule of property and equipment [Table Text Block] | A summary of properties and equipment follows (in thousands): | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Land | $ | 4,786 | $ | 4,377 | ||||
Buildings and building improvements | 29,089 | 16,044 | ||||||
Computer equipment and software | 223,744 | 284,173 | ||||||
Machinery and equipment | 167,174 | 153,368 | ||||||
Furniture, fixtures and leasehold improvements | 175,644 | 111,529 | ||||||
600,437 | 569,491 | |||||||
Accumulated depreciation | (332,684 | ) | (263,603 | ) | ||||
$ | 267,753 | $ | 305,888 | |||||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||
Schedule of Goodwill [Table Text Block] | Changes in the carrying amount of goodwill, by business segment, are as follows (in thousands): | |||||||||||||||||||
LTC | SCG | Total | ||||||||||||||||||
Goodwill balance as of January 1, 2013 | $ | 3,570,866 | $ | 490,437 | $ | 4,061,303 | ||||||||||||||
Disposition of businesses | (4,145 | ) | — | (4,145 | ) | |||||||||||||||
Other | 298 | — | 298 | |||||||||||||||||
Goodwill balance as of December 31, 2013 | 3,567,019 | 490,437 | 4,057,456 | |||||||||||||||||
Goodwill acquired in the year ended December 31, 2014 | 1,123 | — | 1,123 | |||||||||||||||||
Disposition of businesses | (41 | ) | — | (41 | ) | |||||||||||||||
Other | 3,268 | — | 3,268 | |||||||||||||||||
Goodwill balance as of December 31, 2014 | $ | 3,571,369 | $ | 490,437 | $ | 4,061,806 | ||||||||||||||
schedule of finite and infinite lived intangible assets [Table Text Block] | The table below presents the Company’s other identifiable intangible assets, all of which are subject to amortization, except trademark and trade names as described below (in thousands): | |||||||||||||||||||
December 31, 2014 | ||||||||||||||||||||
Original Amortization Life (in years) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||
Customer relationship assets | 6 | — | 15 | $ | 318,464 | $ | (239,486 | ) | $ | 78,978 | ||||||||||
Trademarks and trade names | (a) | 13,972 | (1,944 | ) | 12,028 | |||||||||||||||
Non-compete agreements | 2 | — | 15 | 23,402 | (15,757 | ) | 7,645 | |||||||||||||
Other | 4 | — | 4 | 387 | (96 | ) | 291 | |||||||||||||
Total | $ | 356,225 | $ | (257,283 | ) | $ | 98,942 | |||||||||||||
December 31, 2013 | ||||||||||||||||||||
Original Amortization Life (in years) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||
Customer relationship assets | 6 | — | 15 | $ | 318,281 | $ | (211,191 | ) | $ | 107,090 | ||||||||||
Trademarks and trade names | (a) | 13,972 | (1,496 | ) | 12,476 | |||||||||||||||
Non-compete agreements | 2 | — | 15 | 24,991 | (14,970 | ) | 10,021 | |||||||||||||
Other | 4 | — | 4 | $ | 387 | $ | — | $ | 387 | |||||||||||
Total | $ | 357,631 | $ | (227,657 | ) | $ | 129,974 | |||||||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Estimated annual amortization expense for intangible assets subject to amortization at December 31, 2014 for the next five fiscal years is as follows (in thousands): | |||||||||||||||||||
Year ended | Amortization | |||||||||||||||||||
December 31, | Expense | |||||||||||||||||||
2015 | $ | 30,245 | ||||||||||||||||||
2016 | 19,974 | |||||||||||||||||||
2017 | 11,911 | |||||||||||||||||||
2018 | 9,308 | |||||||||||||||||||
2019 | 6,491 | |||||||||||||||||||
Fair_Value_Tables
Fair Value (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Fair Value [Abstract] | ||||||||||||||||
Fair Value, Measurement Inputs, Disclosure [Text Block] | The Company’s financial instruments measured at fair value were as follows (in thousands): | |||||||||||||||
Based on | ||||||||||||||||
Assets and (Liabilities) Measured at Fair Value on a Recurring Basis: | Fair Value | Quoted Prices | Other | Unobservable | ||||||||||||
in Active | Observable | Inputs | ||||||||||||||
Markets | Inputs | (Level 3) | ||||||||||||||
(Level 1) | (Level 2) | |||||||||||||||
December 31, 2013 | ||||||||||||||||
Derivatives (1) | $ | — | $ | — | $ | — | $ | — | ||||||||
Bond Portfolio (2) | 25,140 | — | 25,140 | — | ||||||||||||
7.75% interest rate swap agreement - fair value hedge (3) | 18,671 | — | 18,671 | — | ||||||||||||
Total | $ | 43,811 | $ | — | $ | 43,811 | $ | — | ||||||||
Offsetting_Tables
Offsetting (Tables) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Offsetting Assets [Line Items] | |||||||||||||||||||
Offsetting Assets [Table Text Block] | |||||||||||||||||||
Gross Amounts not offset in the statement of financial position | |||||||||||||||||||
Interest Rate Swaps as of: | Gross amount of recognized assets (liabilities) | Gross amount offset in the statement of financial position | Net amount of assets (liabilities) presented in the statement of financial position | Financial instruments | Cash collateral received | Net amount | |||||||||||||
December 31, 2013 | |||||||||||||||||||
Swap A | $ | 9,408 | $ | — | $ | 9,408 | $ | — | $ | — | $ | 9,408 | |||||||
Swap B | 9,263 | — | 9,263 | — | — | 9,263 | |||||||||||||
$ | 18,671 | $ | — | $ | 18,671 | $ | — | $ | — | $ | 18,671 | ||||||||
Leasing_Arrangements_Tables
Leasing Arrangements (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Leases [Abstract] | ||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | The following is a schedule of future minimum rental payments required under operating leases that have initial or remaining non-cancelable terms in excess of one year as of December 31, 2014 (in thousands): | |||
Year ended | ||||
December 31, | ||||
2015 | $ | 22,961 | ||
2016 | 20,874 | |||
2017 | 18,594 | |||
2018 | 14,914 | |||
2019 | 10,277 | |||
Later years | 21,711 | |||
Total minimum payments required | $ | 109,331 | ||
Debt_Tables
Debt (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||
Convertible Securities Detail [Table Text Block] | Information relating to the Company’s convertible securities at December 31, 2014 is set forth in the following table: | ||||||||||||||||
Convertible Debt | Carrying Value of Equity Component (in thousands) | Remaining Amortization Period | Effective Interest Rate | ||||||||||||||
3.75% convertible senior subordinated notes, due 2025 | $ | 6,913 | 11 | 8.25 | % | ||||||||||||
4.00% junior subordinated convertible debentures, due 2033 | $ | 118,348 | 18.5 | 8.01 | % | ||||||||||||
3.25% convertible senior debentures, due 2035 | $ | 233,901 | 1 | 7.63 | % | ||||||||||||
3.25% convertible senior exchange debentures, due 2035 | $ | 25,259 | 6.25 | 5.24 | % | ||||||||||||
3.50% convertible senior subordinated notes, due 2044 | $ | 208,200 | 29.15 | 7.7 | % | ||||||||||||
Summary of Debt | ollowing table summarizes the Company’s debt (in thousands): | ||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Revolving loans | $ | — | $ | — | |||||||||||||
Senior term loan, due 2017 | — | 398,438 | |||||||||||||||
Senior term loan, due 2019 | 395,000 | — | |||||||||||||||
7.75% senior subordinated notes, due 2020 | — | 400,000 | |||||||||||||||
4.75% senior notes, due 2022 | 400,000 | — | |||||||||||||||
5.00% senior notes, due 2024 | 300,000 | — | |||||||||||||||
3.75% convertible senior subordinated notes, due 2025 | 79,972 | 132,408 | |||||||||||||||
3.75% convertible senior subordinated notes, due 2042 | — | 390,000 | |||||||||||||||
3.50% convertible senior subordinated notes, due 2044 | 424,250 | 424,250 | |||||||||||||||
4.00% junior subordinated convertible debentures, due 2033 | 306,683 | 307,153 | |||||||||||||||
3.25% convertible senior debentures, due 2035 | 186,033 | 427,500 | |||||||||||||||
3.25% convertible senior exchange debentures, due 2035 | 241,467 | — | |||||||||||||||
Capitalized lease and other debt obligations | 13,083 | 20,685 | |||||||||||||||
Subtotal | 2,346,488 | 2,500,434 | |||||||||||||||
Add interest rate swap agreements | — | 18,671 | |||||||||||||||
(Subtract) unamortized debt discount | (382,212 | ) | (573,082 | ) | |||||||||||||
(Subtract) current portion of debt | (446,717 | ) | (527,204 | ) | |||||||||||||
Total long-term debt, net | $ | 1,517,559 | $ | 1,418,819 | |||||||||||||
Schedule of Maturities of Long-term Debt [Table Text Block] | The following is a schedule of the Company’s required debt payments, excluding any unamortized debt discount, due during each of the next five years and thereafter, as of December 31, 2014 (in thousands): | ||||||||||||||||
Year ended | |||||||||||||||||
December 31, | |||||||||||||||||
2015 (1) | $ | 598,423 | |||||||||||||||
2016 | 24,680 | ||||||||||||||||
2017 | 22,470 | ||||||||||||||||
2018 | 20,198 | ||||||||||||||||
2019 | 315,000 | ||||||||||||||||
Later years | 1,365,717 | ||||||||||||||||
Total debt payments | $ | 2,346,488 | |||||||||||||||
Fair Value, by Balance Sheet Grouping [Table Text Block] | The fair value of the Company’s fixed-rate debt instruments, excluding the previously disclosed interest rate swap values, is based on quoted market prices (Level 2) and is summarized as follows (in thousands): | ||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||||||
Financial Instrument: | Book Value | Market Value | Book Value | Market Value | |||||||||||||
7.75% senior subordinated notes, due 2020 | $ | — | $ | — | $ | 400,000 | $ | 435,800 | |||||||||
4.75% senior notes, due 2022 | 400,000 | 408,000 | — | — | |||||||||||||
5.00% senior notes, due 2024 | 300,000 | 316,700 | — | — | |||||||||||||
3.75% convertible senior subordinated notes, due 2025 | |||||||||||||||||
Carrying value | 54,148 | — | 87,310 | — | |||||||||||||
Unamortized debt discount | 25,824 | — | 45,098 | — | |||||||||||||
Principal amount | 79,972 | 211,900 | 132,408 | 306,500 | |||||||||||||
4.00% junior subordinated convertible debentures, due 2033 | |||||||||||||||||
Carrying value | 188,550 | — | 186,136 | — | |||||||||||||
Unamortized debt discount | 118,133 | — | 121,017 | — | |||||||||||||
Principal amount | 306,683 | 550,200 | 307,153 | 455,900 | |||||||||||||
3.25% convertible senior debentures, due 2035 | |||||||||||||||||
Carrying value | 178,284 | — | 393,126 | — | |||||||||||||
Unamortized debt discount | 7,749 | — | 34,374 | — | |||||||||||||
Principal amount | 186,033 | 197,000 | 427,500 | 457,400 | |||||||||||||
3.25% convertible senior exchange debentures, due 2035 | |||||||||||||||||
Carrying value | 216,738 | — | — | — | |||||||||||||
Unamortized debt discount | 24,729 | — | — | — | |||||||||||||
Principal amount | 241,467 | 279,500 | — | — | |||||||||||||
3.75% convertible senior debentures, due 2042 | |||||||||||||||||
Carrying value | — | — | 225,014 | — | |||||||||||||
Unamortized debt discount | — | — | 164,986 | — | |||||||||||||
Principal amount | — | — | 390,000 | 592,800 | |||||||||||||
3.50% convertible senior debentures, due 2044 | |||||||||||||||||
Carrying value | 218,474 | — | 216,643 | — | |||||||||||||
Unamortized debt discount | 205,776 | — | 207,607 | — | |||||||||||||
Principal amount | 424,250 | 507,000 | 424,250 | 428,500 | |||||||||||||
Stock_Based_Compensation_Stock
Stock Based Compensation Stock Based Compensation (Tables) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Stock-Based Compensation [Abstract] | |||||||||||||||||||
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions [Table Text Block] | The table below represents the assumptions used to value stock options granted during the years ended December 31,: | ||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||
Expected volatility | 22.3 | % | 27.1 | % | 33.6 | % | |||||||||||||
Risk-free interest rate | 1.8 | % | 1.4 | % | 0.7 | % | |||||||||||||
Expected dividend yield | 1.3 | % | 1.2 | % | 1.7 | % | |||||||||||||
Expected term of options (in years) | 4.58 | 4.8 | 5 | ||||||||||||||||
Weighted average fair value per option | $ | 12.47 | $ | 12.03 | $ | 9.72 | |||||||||||||
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | The following table summarizes information about stock options outstanding and exercisable (in thousands, except exercise price and remaining life data): | ||||||||||||||||||
OPTIONS OUTSTANDING | OPTIONS EXERCISABLE | ||||||||||||||||||
Range of Exercise Prices | Number Outstanding at December 31, 2014 | Weighted Average Remaining Contractual Life (in years) | Weighted Average Exercise Price | Number Exercisable at December 31, 2014 | Weighted Average Remaining Contractual Life (in years) | Weighted Average Exercise Price | |||||||||||||
$20.87 - 32.71 | 187 | 5.23 | $ | 26.96 | 115 | 4.27 | $ | 25.24 | |||||||||||
32.72 - 44.56 | 146 | 5.59 | 36.92 | 56 | 2.84 | 36.59 | |||||||||||||
44.57 - 56.41 | 64 | 4.15 | 54 | 38 | 0.91 | 53.33 | |||||||||||||
56.42 - 68.23 | 64 | 8.94 | 62.42 | 4 | 1.18 | 57.98 | |||||||||||||
$20.87 - 68.23 | 461 | 5.71 | $ | 38.78 | 213 | 3.24 | $ | 33.84 | |||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of stock option activity under the Company’s stock-based compensation plans, including the ESPP, for the year ended December 31, 2014, is presented below (in thousands, except exercise price data): | ||||||||||||||||||
2014 | |||||||||||||||||||
Shares | Weighted Average Exercise Price | ||||||||||||||||||
Options outstanding, beginning of year | 766 | $ | 36.43 | ||||||||||||||||
Options granted | 70 | 62.49 | |||||||||||||||||
Options exercised | (337 | ) | 38.27 | ||||||||||||||||
Options forfeited | (38 | ) | 39.15 | ||||||||||||||||
Options outstanding, end of year | 461 | 38.78 | |||||||||||||||||
Options exercisable, end of year | 213 | $ | 33.84 | ||||||||||||||||
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | A summary of nonvested restricted stock and restricted stock unit award activity and performance-based restricted stock unit activity for the year ended December 31, 2014, is presented below (in thousands, except fair value data): | ||||||||||||||||||
2014 | |||||||||||||||||||
Shares/units | Weighted Average Grant Date Fair Value | ||||||||||||||||||
Nonvested shares/units, beginning of year | 1,423 | $ | 33.33 | ||||||||||||||||
Shares/units awarded | 350 | 59.34 | |||||||||||||||||
Shares/units vested | (586 | ) | 31.81 | ||||||||||||||||
Shares/units forfeited | (233 | ) | 36.35 | ||||||||||||||||
Nonvested shares/units, end of year | 954 | $ | 43.07 | ||||||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Income Taxes [Abstract] | |||||||||||||||||||||
Summary of Income Tax Contingencies [Table Text Block] | A reconciliation of the beginning and end of year unrecognized tax benefits is as follows (in thousands): | ||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||
Unrecognized tax benefits at beginning of year | $ | 14,822 | $ | 14,216 | $ | 17,091 | |||||||||||||||
Additions based on tax positions related to the current year | 100 | 1,440 | 1,845 | ||||||||||||||||||
Additions for tax positions of prior years | 6,618 | 8,114 | 2,050 | ||||||||||||||||||
Reductions for tax positions of prior years | (581 | ) | (3,023 | ) | (3,051 | ) | |||||||||||||||
Settlement reductions | (4,412 | ) | (4,602 | ) | (3,410 | ) | |||||||||||||||
Reductions for tax positions settled through the expirations of the statute of limitations | (82 | ) | (1,323 | ) | (309 | ) | |||||||||||||||
Unrecognized tax benefits at end of year | $ | 16,465 | $ | 14,822 | $ | 14,216 | |||||||||||||||
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The provision for income taxes from continuing operations is comprised of the following (in thousands): | ||||||||||||||||||||
For the years ended December 31, | |||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||
Current provision | $ | 20,454 | $ | 27,160 | $ | 7,962 | |||||||||||||||
Deferred provision | 92,700 | 61,932 | 95,327 | ||||||||||||||||||
Total income tax provision from continuing operations | $ | 113,154 | $ | 89,092 | $ | 103,289 | |||||||||||||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Effective Income Tax Rate | ||||||||||||||||||||
The difference between the Company’s reported income tax expense from continuing operations and the federal income tax expense from continuing operations computed at the applicable statutory rate of 35.0% is reconciled in the following table (in thousands): | |||||||||||||||||||||
For the years ended December 31, | |||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||
Federal income tax at the applicable statutory rate | $ | 104,086 | 35 | % | $ | 60,897 | 35 | % | $ | 96,331 | 35 | % | |||||||||
Change in valuation allowance | (4,524 | ) | (1.5 | ) | 3,122 | 1.8 | 535 | 0.2 | |||||||||||||
State, local and foreign income taxes, net of federal income tax benefit | 11,233 | 3.8 | 8,142 | 4.7 | 9,491 | 3.4 | |||||||||||||||
Expiration of state net operating losses | 5,812 | 2 | — | — | — | — | |||||||||||||||
Non-deductible legal settlements | (2,619 | ) | (0.9 | ) | 17,136 | 9.8 | — | — | |||||||||||||
Other, net | (834 | ) | (0.3 | ) | (205 | ) | (0.1 | ) | (3,068 | ) | (1.1 | ) | |||||||||
Total income tax provision from continuing operations | $ | 113,154 | 38.1 | % | $ | 89,092 | 51.2 | % | $ | 103,289 | 37.5 | % | |||||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands): | ||||||||||||||||||||
December 31, | |||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Accounts receivable reserves | $ | 66,102 | $ | 77,610 | |||||||||||||||||
Net operating loss and capital loss carryforwards | 144,953 | 76,809 | |||||||||||||||||||
Accrued liabilities | 67,549 | 116,162 | |||||||||||||||||||
Other | 19,996 | 18,030 | |||||||||||||||||||
Gross deferred tax assets, before valuation allowances | 298,600 | 288,611 | |||||||||||||||||||
Valuation allowances | (95,712 | ) | (24,159 | ) | |||||||||||||||||
Gross deferred tax assets, net of valuation allowances | $ | 202,888 | $ | 264,452 | |||||||||||||||||
Amortization of intangibles | $ | 643,862 | $ | 623,087 | |||||||||||||||||
Contingent convertible debentures interest | 349,892 | 412,305 | |||||||||||||||||||
Fixed assets and depreciation methods | 39,795 | 73,538 | |||||||||||||||||||
Subsidiary stock basis | 10,810 | 10,776 | |||||||||||||||||||
Other | 35,576 | 22,385 | |||||||||||||||||||
Gross deferred tax liabilities | $ | 1,079,935 | $ | 1,142,091 | |||||||||||||||||
Earnings_Loss_Per_Share_Data_T
Earnings (Loss) Per Share Data (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Earnings Per Share [Abstract] | ||||||||||||
Reconciliation of Basic and Diluted Earnings Per share | The following is a reconciliation of the basic and diluted earnings per share (“EPS”) computations for both the numerator and denominator (in thousands, except per share data): | |||||||||||
For the years ended December 31, | ||||||||||||
2014:00:00 | Income (loss)(Numerator) | Common Shares(Denominator) | Per Common | |||||||||
Share Amounts | ||||||||||||
Basic EPS | ||||||||||||
Income from continuing operations | $ | 184,212 | $ | 1.89 | ||||||||
Loss from discontinued operations | (39,685 | ) | (0.41 | ) | ||||||||
Net income | 144,527 | 97,524 | $ | 1.48 | ||||||||
Effect of Dilutive Securities | ||||||||||||
Convertible securities | 264 | 8,129 | ||||||||||
Stock options and awards | — | 575 | ||||||||||
Diluted EPS | ||||||||||||
Income from continuing operations plus assumed conversions | 184,476 | $ | 1.74 | |||||||||
Loss from discontinued operations | (39,685 | ) | (0.37 | ) | ||||||||
Net income plus assumed conversions | $ | 144,791 | 106,228 | $ | 1.36 | |||||||
2013:00:00 | ||||||||||||
Basic EPS | ||||||||||||
Income from continuing operations | $ | 84,892 | $ | 0.83 | ||||||||
Loss from discontinued operations | (128,324 | ) | (1.26 | ) | ||||||||
Net income (loss) | (43,432 | ) | 102,080 | $ | (0.43 | ) | ||||||
Effect of Dilutive Securities | ||||||||||||
Convertible securities | 281 | 6,736 | ||||||||||
Stock options, warrants and awards | — | 633 | ||||||||||
Diluted EPS | ||||||||||||
Income from continuing operations plus assumed conversions | 85,173 | $ | 0.78 | |||||||||
Loss from discontinued operations | (128,324 | ) | (1.17 | ) | ||||||||
Net income (loss) plus assumed conversions | $ | (43,151 | ) | 109,449 | $ | (0.39 | ) | |||||
2012:00:00 | ||||||||||||
Basic EPS | ||||||||||||
Income from continuing operations | $ | 171,943 | $ | 1.57 | ||||||||
Income from discontinued operations | 22,931 | 0.21 | ||||||||||
Net income | 194,874 | 109,531 | $ | 1.78 | ||||||||
Effect of Dilutive Securities | ||||||||||||
Convertible securities | 284 | 2,891 | ||||||||||
Stock options, warrants and awards | — | 566 | ||||||||||
Diluted EPS | ||||||||||||
Income from continuing operations plus assumed conversions | 172,227 | $ | 1.52 | |||||||||
Income from discontinued operations | 22,931 | 0.2 | ||||||||||
Net income plus assumed conversions | $ | 195,158 | 112,988 | $ | 1.73 | |||||||
Treasury Stock Method Average Share Price to Include Dilutive Securties [Table Text Block] | The Company is required to include additional shares in its diluted shares outstanding calculation based on the treasury stock method when the average Omnicare stock market price for the applicable period exceeds the following amounts: | |||||||||||
Convertible Debt | Price | |||||||||||
3.75% convertible senior subordinated notes, due 2025 | $ | 26.84 | ||||||||||
4.00% junior subordinated convertible debentures, due 2033 | $ | 40.82 | ||||||||||
3.25% convertible senior debentures, due 2035 | $ | 77 | ||||||||||
3.25% convertible senior exchange debentures, due 2035 | $ | 77 | ||||||||||
3.50% convertible senior subordinated notes, due 2044 | $ | 70 | ||||||||||
Restructuring_and_Other_Relate1
Restructuring and Other Related Charges (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Restructuring and Related Activities [Abstract] | |||||||||||||||||||||
Omnicare Company-Wide Reorganization Program [Table Text Block] | Details of the CWR restructuring related charges are as follows (pretax, in thousands): | ||||||||||||||||||||
Balance at | Utilized | Balance at | Utilized | Balance at | |||||||||||||||||
December 31, | during | December 31, | during | December 31, | |||||||||||||||||
2012 | 2013 | 2013 | 2014 | 2014 | |||||||||||||||||
Restructuring charges: | |||||||||||||||||||||
Lease terminations | $ | 6,755 | $ | (2,309 | ) | $ | 4,446 | (1,966 | ) | 2,480 | |||||||||||
Other assets, fees and facility exit costs | 367 | (305 | ) | 62 | (36 | ) | 26 | ||||||||||||||
Total restructuring charges | $ | 7,122 | $ | (2,614 | ) | $ | 4,508 | $ | (2,002 | ) | $ | 2,506 | |||||||||
Segment_Information_Tables
Segment Information (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | The table below presents information about the Company’s segments as of and for the years ended December 31, 2014, 2013 and 2012 (in thousands): | ||||||||||||||||
For the years ended December 31, | |||||||||||||||||
2014:00:00 | LTC | SCG | Corporate/Other | Consolidated | |||||||||||||
Totals | |||||||||||||||||
Net sales | $ | 4,750,121 | $ | 1,667,152 | $ | 342 | $ | 6,417,615 | |||||||||
Depreciation and amortization expense | (69,089 | ) | (4,498 | ) | (58,707 | ) | (132,294 | ) | |||||||||
Settlement, litigation and other related charges | (42,818 | ) | — | — | (42,818 | ) | |||||||||||
Other charges, net | (73,248 | ) | (566 | ) | (65,439 | ) | (139,253 | ) | |||||||||
Operating income (loss) from continuing operations | 516,086 | 136,373 | (225,146 | ) | 427,313 | ||||||||||||
2013:00:00 | |||||||||||||||||
Net sales | $ | 4,627,871 | $ | 1,384,003 | $ | 1,524 | $ | 6,013,398 | |||||||||
Depreciation and amortization expense | (71,310 | ) | (4,539 | ) | (57,111 | ) | (132,960 | ) | |||||||||
Settlement, litigation and other related charges | (167,465 | ) | — | — | (167,465 | ) | |||||||||||
Other charges, net | (45,950 | ) | — | (53,852 | ) | (99,802 | ) | ||||||||||
Operating income (loss) from continuing operations | 420,646 | 113,243 | (236,035 | ) | 297,854 | ||||||||||||
2012:00:00 | |||||||||||||||||
Net sales | $ | 4,789,551 | $ | 1,078,627 | $ | 10,286 | $ | 5,878,464 | |||||||||
Depreciation and amortization expense | (69,582 | ) | (8,431 | ) | (50,524 | ) | (128,537 | ) | |||||||||
Settlement, litigation and other related charges | (49,175 | ) | (200 | ) | — | (49,375 | ) | ||||||||||
Other charges, net | (2,568 | ) | — | (63,145 | ) | (65,713 | ) | ||||||||||
Operating income (loss) from continuing operations | 562,379 | 92,671 | (244,715 | ) | 410,335 | ||||||||||||
Summary_of_Quarterly_Results_T
Summary of Quarterly Results (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Summary of Quarterly Results [Abstract] | ||||||||||||||||||||
Schedule of Quarterly Financial Information [Table Text Block] | The following table presents the Company’s unaudited quarterly financial information for 2014 and 2013 (in thousands, except per share data): | |||||||||||||||||||
First | Second | Third | Fourth | Full | ||||||||||||||||
2014 | Quarter | Quarter | Quarter | Quarter | Year | |||||||||||||||
Net sales | $ | 1,571,038 | $ | 1,610,584 | $ | 1,608,055 | $ | 1,627,938 | $ | 6,417,615 | ||||||||||
Cost of sales | 1,212,584 | 1,256,354 | 1,256,595 | 1,273,538 | 4,999,071 | |||||||||||||||
Gross profit | 358,454 | 354,230 | 351,460 | 354,400 | 1,418,544 | |||||||||||||||
Selling, general and administrative expenses | 186,813 | 184,063 | 178,940 | 174,884 | 724,700 | |||||||||||||||
Provision for doubtful accounts | 21,561 | 21,090 | 19,911 | 21,898 | 84,460 | |||||||||||||||
Settlement, litigation and other related charges | 7,052 | 7,547 | 12,868 | 15,351 | 42,818 | |||||||||||||||
Other charges | 10,276 | 11,284 | 3,999 | 113,694 | 139,253 | |||||||||||||||
Operating income | 132,752 | 130,246 | 135,742 | 28,573 | 427,313 | |||||||||||||||
Interest expense, net of investment income | (29,441 | ) | (29,980 | ) | (28,717 | ) | (41,809 | ) | (129,947 | ) | ||||||||||
Income (loss) from continuing operations before income taxes | 103,311 | 100,266 | 107,025 | (13,236 | ) | 297,366 | ||||||||||||||
Income tax provision | 39,673 | 39,020 | 38,948 | (4,487 | ) | 113,154 | ||||||||||||||
Income (loss) from continuing operations | 63,638 | 61,246 | 68,077 | (8,749 | ) | 184,212 | ||||||||||||||
Income (loss) from discontinued operations | 136 | (39,275 | ) | (3,246 | ) | 2,700 | (39,685 | ) | ||||||||||||
Net income (loss) | $ | 63,774 | $ | 21,971 | $ | 64,831 | $ | (6,049 | ) | $ | 144,527 | |||||||||
Earnings (loss) per common share - Basic:(a) | ||||||||||||||||||||
Continuing operations | $ | 0.65 | $ | 0.63 | $ | 0.7 | $ | (0.09 | ) | $ | 1.89 | |||||||||
Discontinued operations | — | (0.40 | ) | (0.03 | ) | 0.03 | (0.41 | ) | ||||||||||||
Net income (loss) | $ | 0.65 | $ | 0.23 | $ | 0.67 | $ | (0.06 | ) | $ | 1.48 | |||||||||
Earnings (loss) per common share - Diluted:(a) | ||||||||||||||||||||
Continuing operations | $ | 0.59 | $ | 0.58 | $ | 0.65 | $ | (0.09 | ) | $ | 1.74 | |||||||||
Discontinued operations | — | (0.37 | ) | (0.03 | ) | 0.03 | (0.37 | ) | ||||||||||||
Net income (loss) | $ | 0.59 | $ | 0.21 | $ | 0.61 | $ | (0.06 | ) | $ | 1.36 | |||||||||
Dividends per common share | $ | 0.2 | $ | 0.2 | $ | 0.2 | $ | 0.22 | $ | 0.82 | ||||||||||
Weighted average number of common shares outstanding: | ||||||||||||||||||||
Basic | 98,566 | 96,999 | 97,019 | 97,538 | 97,524 | |||||||||||||||
Diluted | 107,767 | 106,054 | 105,548 | 97,538 | 106,228 | |||||||||||||||
Comprehensive income (loss) | $ | 63,997 | $ | 22,015 | $ | 65,170 | $ | (6,939 | ) | $ | 144,243 | |||||||||
First | Second | Third | Fourth | Full | ||||||||||||||||
2013 | Quarter | Quarter | Quarter | Quarter | Year | |||||||||||||||
Net sales | $ | 1,458,945 | $ | 1,503,116 | $ | 1,515,168 | $ | 1,536,169 | $ | 6,013,398 | ||||||||||
Cost of sales | 1,109,241 | 1,143,601 | 1,163,197 | 1,176,497 | 4,592,536 | |||||||||||||||
Gross profit | 349,704 | 359,515 | 351,971 | 359,672 | 1,420,862 | |||||||||||||||
Selling, general and administrative expenses | 190,693 | 191,915 | 182,668 | 190,904 | 756,180 | |||||||||||||||
Provision for doubtful accounts | 24,010 | 26,140 | 24,963 | 24,448 | 99,561 | |||||||||||||||
Settlement, litigation and other related charges | 22,619 | 3,512 | 143,484 | (2,150 | ) | 167,465 | ||||||||||||||
Other charges | 4,006 | 31,268 | 61,632 | 2,896 | 99,802 | |||||||||||||||
Operating income (loss) | 108,376 | 106,680 | (60,776 | ) | 143,574 | 297,854 | ||||||||||||||
Interest expense, net of investment income | (29,462 | ) | (29,624 | ) | (34,925 | ) | (29,859 | ) | (123,870 | ) | ||||||||||
Income (loss) from continuing operations before income taxes | 78,914 | 77,056 | (95,701 | ) | 113,715 | 173,984 | ||||||||||||||
Income tax provision | 30,600 | 29,754 | (26,350 | ) | 55,088 | 89,092 | ||||||||||||||
Income (loss) from continuing operations | 48,314 | 47,302 | (69,351 | ) | 58,627 | 84,892 | ||||||||||||||
Income (loss) from discontinued operations | 6,040 | 4,917 | 3,042 | (142,323 | ) | (128,324 | ) | |||||||||||||
Net income (loss) | $ | 54,354 | $ | 52,219 | $ | (66,309 | ) | $ | (83,696 | ) | $ | (43,432 | ) | |||||||
Earnings per common share - Basic:(a) | ||||||||||||||||||||
Continuing operations | $ | 0.47 | $ | 0.46 | $ | (0.68 | ) | $ | 0.58 | $ | 0.83 | |||||||||
Discontinued operations | 0.06 | 0.05 | 0.03 | (1.42 | ) | (1.26 | ) | |||||||||||||
Net income (loss) | $ | 0.53 | $ | 0.51 | $ | (0.65 | ) | $ | (0.83 | ) | $ | (0.43 | ) | |||||||
Earnings per common share - Diluted:(a) | ||||||||||||||||||||
Continuing operations | $ | 0.45 | $ | 0.43 | $ | (0.68 | ) | $ | 0.54 | $ | 0.78 | |||||||||
Discontinued operations | 0.06 | 0.04 | 0.03 | (1.31 | ) | (1.17 | ) | |||||||||||||
Net income (loss) | $ | 0.51 | $ | 0.48 | $ | (0.65 | ) | $ | (0.77 | ) | $ | (0.39 | ) | |||||||
Dividends per common share | $ | 0.14 | $ | 0.14 | $ | 0.14 | $ | 0.2 | $ | 0.62 | ||||||||||
Weighted average number of common shares outstanding: | ||||||||||||||||||||
Basic | 103,210 | 102,867 | 101,811 | 100,470 | 102,080 | |||||||||||||||
Diluted | 107,466 | 109,931 | 101,811 | 108,980 | 109,449 | |||||||||||||||
Comprehensive income (loss) | $ | 54,330 | $ | 52,145 | $ | (66,305 | ) | $ | (83,323 | ) | $ | (43,153 | ) | |||||||
Guarantor_Subsidiaries_Tables
Guarantor Subsidiaries (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Guarantor Subsidiaries [Abstract] | |||||||||||||||||||||
Summary Consolidating Statements of Income (Guaranteed Senior Notes Payable) | |||||||||||||||||||||
Summary Consolidating Statements of Comprehensive Income (Loss) | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
For the years ended December 31, | |||||||||||||||||||||
2014:00:00 | Parent | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating / | Omnicare, Inc. and Subsidiaries | ||||||||||||||||
Eliminating Adjustments | |||||||||||||||||||||
Net sales | $ | — | $ | 6,292,921 | $ | 124,694 | $ | — | $ | 6,417,615 | |||||||||||
Cost of sales | — | 4,921,700 | 77,371 | — | 4,999,071 | ||||||||||||||||
Gross profit | — | 1,371,221 | 47,323 | — | 1,418,544 | ||||||||||||||||
Selling, general and administrative expenses | 4,484 | 701,145 | 19,071 | — | 724,700 | ||||||||||||||||
Provision for doubtful accounts | — | 82,807 | 1,653 | — | 84,460 | ||||||||||||||||
Settlement, litigation and other related charges | — | 42,818 | — | — | 42,818 | ||||||||||||||||
Other charges | 56,696 | 82,557 | — | — | 139,253 | ||||||||||||||||
Operating (loss) income | (61,180 | ) | 461,894 | 26,599 | — | 427,313 | |||||||||||||||
Interest expense, net of investment income | (116,185 | ) | (13,762 | ) | — | — | (129,947 | ) | |||||||||||||
(Loss) income from continuing operations before income taxes | (177,365 | ) | 448,132 | 26,599 | — | 297,366 | |||||||||||||||
Income tax (benefit) expense | (70,059 | ) | 172,706 | 10,507 | — | 113,154 | |||||||||||||||
(Loss) income from continuing operations | (107,306 | ) | 275,426 | 16,092 | — | 184,212 | |||||||||||||||
Loss from discontinued operations | — | (1,243 | ) | (38,442 | ) | — | (39,685 | ) | |||||||||||||
Equity in net income of subsidiaries | 251,833 | — | — | (251,833 | ) | — | |||||||||||||||
Net income (loss) | $ | 144,527 | $ | 274,183 | $ | (22,350 | ) | $ | (251,833 | ) | $ | 144,527 | |||||||||
Comprehensive income (loss) | $ | 144,243 | $ | 274,183 | $ | (22,350 | ) | $ | (251,833 | ) | $ | 144,243 | |||||||||
2013:00:00 | |||||||||||||||||||||
Net sales | $ | — | $ | 5,890,052 | $ | 123,346 | $ | — | $ | 6,013,398 | |||||||||||
Cost of sales | — | 4,520,958 | 71,578 | — | 4,592,536 | ||||||||||||||||
Gross profit | — | 1,369,094 | 51,768 | — | 1,420,862 | ||||||||||||||||
Selling, general and administrative expenses | 4,802 | 733,529 | 17,849 | — | 756,180 | ||||||||||||||||
Provision for doubtful accounts | — | 97,612 | 1,949 | — | 99,561 | ||||||||||||||||
Settlement, litigation and other related charges | — | 167,465 | — | — | 167,465 | ||||||||||||||||
Other charges | 51,497 | 41,034 | 7,271 | — | 99,802 | ||||||||||||||||
Operating (loss) income | (56,299 | ) | 329,454 | 24,699 | — | 297,854 | |||||||||||||||
Interest expense, net of investment income | (122,404 | ) | (1,102 | ) | (364 | ) | — | (123,870 | ) | ||||||||||||
(Loss) income from continuing operations before income taxes | (178,703 | ) | 328,352 | 24,335 | — | 173,984 | |||||||||||||||
Income tax (benefit) expense | (68,729 | ) | 145,665 | 12,156 | — | 89,092 | |||||||||||||||
(Loss) income from continuing operations | (109,974 | ) | 182,687 | 12,179 | — | 84,892 | |||||||||||||||
Loss from discontinued operations | — | (6,064 | ) | (122,260 | ) | — | (128,324 | ) | |||||||||||||
Equity in net income of subsidiaries | 66,542 | — | — | (66,542 | ) | — | |||||||||||||||
Net (loss) income | $ | (43,432 | ) | $ | 176,623 | $ | (110,081 | ) | $ | (66,542 | ) | $ | (43,432 | ) | |||||||
Comprehensive (loss) income | $ | (43,153 | ) | $ | 176,623 | $ | (110,081 | ) | $ | (66,542 | ) | $ | (43,153 | ) | |||||||
2012:00:00 | |||||||||||||||||||||
Net sales | $ | — | $ | 5,744,768 | $ | 133,696 | $ | — | $ | 5,878,464 | |||||||||||
Cost of sales | — | 4,399,305 | 83,737 | — | 4,483,042 | ||||||||||||||||
Gross profit | — | 1,345,463 | 49,959 | — | 1,395,422 | ||||||||||||||||
Selling, general and administrative expenses | 4,816 | 745,864 | 21,324 | — | 772,004 | ||||||||||||||||
Provision for doubtful accounts | — | 96,460 | 1,535 | — | 97,995 | ||||||||||||||||
Settlement, litigation and other related charges | — | 49,375 | — | — | 49,375 | ||||||||||||||||
Other charges | 35,092 | 34,633 | (4,012 | ) | — | 65,713 | |||||||||||||||
Operating (loss) income | (39,908 | ) | 419,131 | 31,112 | — | 410,335 | |||||||||||||||
Interest expense, net of investment income | (133,368 | ) | (1,089 | ) | (646 | ) | — | (135,103 | ) | ||||||||||||
(Loss) income from continuing operations before income taxes | (173,276 | ) | 418,042 | 30,466 | — | 275,232 | |||||||||||||||
Income tax (benefit) expense | (66,763 | ) | 159,786 | 10,266 | — | 103,289 | |||||||||||||||
(Loss) income from continuing operations | (106,513 | ) | 258,256 | 20,200 | — | 171,943 | |||||||||||||||
Income from discontinued operations | — | 84 | 22,847 | — | 22,931 | ||||||||||||||||
Equity in net income of subsidiaries | 301,387 | — | — | (301,387 | ) | — | |||||||||||||||
Net income (loss) | $ | 194,874 | $ | 258,340 | $ | 43,047 | $ | (301,387 | ) | $ | 194,874 | ||||||||||
Comprehensive income | $ | 194,744 | $ | 258,340 | $ | 44,431 | $ | (302,771 | ) | $ | 194,744 | ||||||||||
Condensed Consolidating Balance Sheets (Guaranteed Senior Notes Payable) | Condensed Consolidating Balance Sheets | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
As of December 31, 2014: | Parent | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating / | Omnicare, Inc. and Subsidiaries | ||||||||||||||||
Eliminating Adjustments | |||||||||||||||||||||
ASSETS | |||||||||||||||||||||
Cash and cash equivalents | $ | 113,072 | $ | 26,865 | $ | 13,862 | $ | — | $ | 153,799 | |||||||||||
Accounts receivable, net (including intercompany) | — | 576,151 | 100,046 | (97,436 | ) | 578,761 | |||||||||||||||
Inventories | — | 511,840 | 7,744 | — | 519,584 | ||||||||||||||||
Deferred income tax benefits, net-current | — | 58,988 | 432 | (220 | ) | 59,200 | |||||||||||||||
Other current assets | 2,287 | 256,106 | 29,167 | — | 287,560 | ||||||||||||||||
Total current assets | 115,359 | 1,429,950 | 151,251 | (97,656 | ) | 1,598,904 | |||||||||||||||
Properties and equipment, net | — | 262,689 | 5,064 | — | 267,753 | ||||||||||||||||
Goodwill | — | 4,033,001 | 28,805 | — | 4,061,806 | ||||||||||||||||
Identifiable intangible assets, net | — | 97,613 | 1,329 | — | 98,942 | ||||||||||||||||
Other noncurrent assets | 21,717 | 58,629 | 39 | — | 80,385 | ||||||||||||||||
Investment in subsidiaries | 4,931,821 | — | — | (4,931,821 | ) | — | |||||||||||||||
Total assets | $ | 5,068,897 | $ | 5,881,882 | $ | 186,488 | $ | (5,029,477 | ) | $ | 6,107,790 | ||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||||||
Current liabilities (including intercompany) | $ | 27,725 | $ | 459,808 | $ | 30,817 | $ | (97,436 | ) | $ | 420,914 | ||||||||||
Current portion of long-term debt | 446,717 | — | — | — | 446,717 | ||||||||||||||||
Current liabilities of discontinued operations | — | — | — | — | — | ||||||||||||||||
Long-term debt, notes and convertible debentures | 1,510,212 | 7,347 | — | — | 1,517,559 | ||||||||||||||||
Deferred income tax liabilities, net-noncurrent | 343,816 | 592,651 | — | (220 | ) | 936,247 | |||||||||||||||
Other noncurrent liabilities | — | 44,228 | 1,698 | — | 45,926 | ||||||||||||||||
Convertible debt | 151,706 | — | — | — | 151,706 | ||||||||||||||||
Stockholders’ equity | 2,588,721 | 4,777,848 | 153,973 | (4,931,821 | ) | 2,588,721 | |||||||||||||||
Total liabilities and stockholders’ equity | $ | 5,068,897 | $ | 5,881,882 | $ | 186,488 | $ | (5,029,477 | ) | $ | 6,107,790 | ||||||||||
As of December 31, 2013: | |||||||||||||||||||||
ASSETS | |||||||||||||||||||||
Cash and cash equivalents | $ | 275,910 | $ | 68,050 | $ | 12,041 | $ | — | $ | 356,001 | |||||||||||
Accounts receivable, net (including intercompany) | — | 693,729 | 315,323 | (313,368 | ) | 695,684 | |||||||||||||||
Inventories | — | 505,567 | 6,851 | — | 512,418 | ||||||||||||||||
Deferred income tax benefits, net-current | — | 135,148 | — | (54 | ) | 135,094 | |||||||||||||||
Other current assets | 1,989 | 242,166 | 21,381 | — | 265,536 | ||||||||||||||||
Current assets of discontinued operations | — | 12,305 | 37,690 | — | 49,995 | ||||||||||||||||
Total current assets | 277,899 | 1,656,965 | 393,286 | (313,422 | ) | 2,014,728 | |||||||||||||||
Properties and equipment, net | — | 301,200 | 4,688 | — | 305,888 | ||||||||||||||||
Goodwill | — | 4,028,651 | 28,805 | — | 4,057,456 | ||||||||||||||||
Identifiable intangible assets, net | — | 127,798 | 2,176 | — | 129,974 | ||||||||||||||||
Other noncurrent assets | 41,825 | 54,834 | 63 | — | 96,722 | ||||||||||||||||
Investment in subsidiaries | 5,131,280 | — | — | (5,131,280 | ) | — | |||||||||||||||
Noncurrent assets of discontinued operations | — | 3,762 | 83,316 | — | 87,078 | ||||||||||||||||
Total assets | $ | 5,451,004 | $ | 6,173,210 | $ | 512,334 | $ | (5,444,702 | ) | $ | 6,691,846 | ||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||||||
Current liabilities (including intercompany) | $ | 83,028 | $ | 793,461 | $ | 23,986 | $ | (313,368 | ) | $ | 587,107 | ||||||||||
Current portion of long-term debt | 527,204 | — | — | — | 527,204 | ||||||||||||||||
Current liabilities of discontinued operations | — | 1,894 | 16,952 | — | 18,846 | ||||||||||||||||
Long-term debt, notes and convertible debentures | 1,405,628 | 13,191 | — | — | 1,418,819 | ||||||||||||||||
Deferred income tax liabilities, net-noncurrent | 363,240 | 635,640 | 13,907 | (54 | ) | 1,012,733 | |||||||||||||||
Other noncurrent liabilities | — | 52,072 | 1,763 | — | 53,835 | ||||||||||||||||
Noncurrent liabilities of discontinued operations | — | 176 | 1,222 | — | 1,398 | ||||||||||||||||
Convertible Debt | 331,101 | — | — | — | 331,101 | ||||||||||||||||
Stockholders’ equity | 2,740,803 | 4,676,776 | 454,504 | (5,131,280 | ) | 2,740,803 | |||||||||||||||
Total liabilities and stockholders’ equity | $ | 5,451,004 | $ | 6,173,210 | $ | 512,334 | $ | (5,444,702 | ) | $ | 6,691,846 | ||||||||||
Condensed Consolidating Statements of Cash Flows (Guaranteed Senior Notes Payable) | Condensed Consolidating Statements of Cash Flows | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
For the year ended December 31, | |||||||||||||||||||||
2014:00:00 | Parent | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Omnicare, Inc. and Subsidiaries | |||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||
Net cash flows (used in) from operating activities | $ | (187,357 | ) | $ | 678,855 | $ | 1,092 | $ | 492,590 | ||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of businesses, net of cash received | — | (1,613 | ) | — | (1,613 | ) | |||||||||||||||
Divestiture of businesses, net | — | 71,194 | — | 71,194 | |||||||||||||||||
Capital expenditures | — | (81,836 | ) | (695 | ) | (82,531 | ) | ||||||||||||||
Marketable securities | — | 25,377 | — | 25,377 | |||||||||||||||||
Other | — | (863 | ) | — | (863 | ) | |||||||||||||||
Net cash flows from (used in) investing activities | — | 12,259 | (695 | ) | 11,564 | ||||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Payments on term loans | (20,938 | ) | — | — | (20,938 | ) | |||||||||||||||
Proceeds from long-term borrowings and obligations | 717,500 | — | — | 717,500 | |||||||||||||||||
Payments on long-term borrowings and obligations | (1,067,707 | ) | — | — | (1,067,707 | ) | |||||||||||||||
Fees paid for financing activities | (8,913 | ) | — | — | (8,913 | ) | |||||||||||||||
Decrease in cash overdraft balance | (3,047 | ) | (13,313 | ) | — | (16,360 | ) | ||||||||||||||
Payments for Omnicare common stock repurchases | (235,438 | ) | — | — | (235,438 | ) | |||||||||||||||
Proceeds for stock awards and exercise of stock options, net of stock tendered in payment | (2,251 | ) | — | — | (2,251 | ) | |||||||||||||||
Dividends paid | (80,298 | ) | — | — | (80,298 | ) | |||||||||||||||
Other | 725,611 | (717,562 | ) | — | 8,049 | ||||||||||||||||
Net cash flows from (used in) financing activities | 24,519 | (730,875 | ) | — | (706,356 | ) | |||||||||||||||
Net (decrease) increase in cash and cash equivalents | (162,838 | ) | (39,761 | ) | 397 | (202,202 | ) | ||||||||||||||
Less increase (decrease) in cash and cash equivalents of discontinued operations | — | 1,424 | (1,424 | ) | — | ||||||||||||||||
(Decrease) increase in cash and cash equivalents of continuing operations | (162,838 | ) | (41,185 | ) | 1,821 | (202,202 | ) | ||||||||||||||
Cash and cash equivalents at beginning of year | 275,910 | 68,050 | 12,041 | 356,001 | |||||||||||||||||
Cash and cash equivalents at end of year | $ | 113,072 | $ | 26,865 | $ | 13,862 | $ | 153,799 | |||||||||||||
Note 21 - Guarantor Subsidiaries - Continued | |||||||||||||||||||||
Condensed Consolidating Statements of Cash Flows - Continued | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
For the year ended December 31, | |||||||||||||||||||||
2013:00:00 | Parent | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Omnicare, Inc. and Subsidiaries | |||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||
Net cash flows (used in) from operating activities | $ | (16,598 | ) | $ | 500,180 | $ | (16,522 | ) | $ | 467,060 | |||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of businesses, net of cash received | — | (3,895 | ) | — | (3,895 | ) | |||||||||||||||
Divestiture of businesses, net | — | 1,250 | 10,408 | 11,658 | |||||||||||||||||
Capital expenditures | — | (93,566 | ) | (1,449 | ) | (95,015 | ) | ||||||||||||||
Marketable securities | — | (365 | ) | — | (365 | ) | |||||||||||||||
Other | (227 | ) | 2,108 | (1,827 | ) | 54 | |||||||||||||||
Net cash flows (used in) from investing activities | (227 | ) | (94,468 | ) | 7,132 | (87,563 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Payments on term loans | (21,250 | ) | — | — | (21,250 | ) | |||||||||||||||
Proceeds from long-term borrowings and obligations | — | — | — | — | |||||||||||||||||
Payments on long-term borrowings and obligations | (192,322 | ) | — | — | (192,322 | ) | |||||||||||||||
Fees paid for financing activities | (5,660 | ) | — | — | (5,660 | ) | |||||||||||||||
(Decrease) increase in cash overdraft balance | (9,968 | ) | 10,441 | — | 473 | ||||||||||||||||
Payments for Omnicare common stock repurchases | (220,971 | ) | — | — | (220,971 | ) | |||||||||||||||
Proceeds for stock awards and exercise of stock options, net of stock tendered in payment | 15,819 | — | — | 15,819 | |||||||||||||||||
Dividends paid | (62,928 | ) | — | — | (62,928 | ) | |||||||||||||||
Other | 406,341 | (397,211 | ) | — | 9,130 | ||||||||||||||||
Net cash flows used in financing activities | (90,939 | ) | (386,770 | ) | — | (477,709 | ) | ||||||||||||||
Net (decrease) increase in cash and cash equivalents | (107,764 | ) | 18,942 | (9,390 | ) | (98,212 | ) | ||||||||||||||
Less decrease in cash and cash equivalents of discontinued operations | — | — | (9,593 | ) | (9,593 | ) | |||||||||||||||
(Decrease) increase in cash and cash equivalents of continuing operations | (107,764 | ) | 18,942 | 203 | (88,619 | ) | |||||||||||||||
Cash and cash equivalents at beginning of year | 383,674 | 49,108 | 11,838 | 444,620 | |||||||||||||||||
Cash and cash equivalents at end of year | $ | 275,910 | $ | 68,050 | $ | 12,041 | $ | 356,001 | |||||||||||||
Note 21 - Guarantor Subsidiaries - Continued | |||||||||||||||||||||
Condensed Consolidating Statements of Cash Flows - Continued | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
For the year ended December 31, | |||||||||||||||||||||
2012:00:00 | Parent | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Omnicare, Inc. and Subsidiaries | |||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||
Net cash flows (used in) from operating activities | $ | (88,461 | ) | $ | 626,615 | $ | 6,330 | $ | 544,484 | ||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of businesses, net of cash received | — | (34,873 | ) | — | (34,873 | ) | |||||||||||||||
Divestiture of businesses, net | — | 19,207 | — | 19,207 | |||||||||||||||||
Capital expenditures | — | (94,527 | ) | (2,397 | ) | (96,924 | ) | ||||||||||||||
Marketable securities | (25,514 | ) | — | 496 | (25,018 | ) | |||||||||||||||
Other | — | 1,162 | (2,888 | ) | (1,726 | ) | |||||||||||||||
Net cash flows (used in) investing activities | (25,514 | ) | (109,031 | ) | (4,789 | ) | (139,334 | ) | |||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Payments on term loans | (24,688 | ) | — | — | (24,688 | ) | |||||||||||||||
Proceeds from long-term borrowings and obligations | 425,000 | — | — | 425,000 | |||||||||||||||||
Payments on long-term borrowings and obligations | (453,573 | ) | — | — | (453,573 | ) | |||||||||||||||
Capped call transaction | (48,126 | ) | — | — | (48,126 | ) | |||||||||||||||
Fees paid for financing activities | (7,566 | ) | — | — | (7,566 | ) | |||||||||||||||
Decrease in cash overdraft balance | (12 | ) | (14,915 | ) | — | (14,927 | ) | ||||||||||||||
Payments for Omnicare common stock repurchases | (388,968 | ) | — | — | (388,968 | ) | |||||||||||||||
Proceeds for stock awards and exercise of stock options, net of stock tendered in payment | 24,951 | — | — | 24,951 | |||||||||||||||||
Dividends paid | (45,214 | ) | — | — | (45,214 | ) | |||||||||||||||
Other | 555,592 | (552,986 | ) | (694 | ) | 1,912 | |||||||||||||||
Net cash flows from (used in) financing activities | 37,396 | (567,901 | ) | (694 | ) | (531,199 | ) | ||||||||||||||
Net (decrease) increase in cash and cash equivalents | (76,579 | ) | (50,317 | ) | 847 | (126,049 | ) | ||||||||||||||
Less increase in cash and cash equivalents of discontinued operations | — | 16 | 6,843 | 6,859 | |||||||||||||||||
Decrease in cash and cash equivalents of continuing operations | (76,579 | ) | (50,333 | ) | (5,996 | ) | (132,908 | ) | |||||||||||||
Cash and cash equivalents at beginning of year | 460,253 | 99,441 | 17,834 | 577,528 | |||||||||||||||||
Cash and cash equivalents at end of year | $ | 383,674 | $ | 49,108 | $ | 11,838 | $ | 444,620 | |||||||||||||
Summary Consolidating Statements of Income (Guaranteed Convertible Senior Debentures) | Summary Consolidating Statements of Comprehensive Income (Loss) | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
For the years ended December 31, | |||||||||||||||||||||
2014:00:00 | Parent | Guarantor Subsidiary | Non-Guarantor Subsidiaries | Consolidating/ | Omnicare, Inc. and Subsidiaries | ||||||||||||||||
Eliminating Adjustments | |||||||||||||||||||||
Net sales | $ | — | $ | — | $ | 6,417,615 | $ | — | $ | 6,417,615 | |||||||||||
Cost of sales | — | — | 4,999,071 | — | 4,999,071 | ||||||||||||||||
Gross profit | — | — | 1,418,544 | — | 1,418,544 | ||||||||||||||||
Selling, general and administrative expenses | 4,484 | 1,724 | 718,492 | — | 724,700 | ||||||||||||||||
Provision for doubtful accounts | — | — | 84,460 | — | 84,460 | ||||||||||||||||
Settlement, litigation and other related charges | — | — | 42,818 | — | 42,818 | ||||||||||||||||
Other charges | 56,696 | — | 82,557 | — | 139,253 | ||||||||||||||||
Operating income (loss) | (61,180 | ) | (1,724 | ) | 490,217 | — | 427,313 | ||||||||||||||
Interest expense, net of investment income | (116,185 | ) | — | (13,762 | ) | — | (129,947 | ) | |||||||||||||
(Loss) income from continuing operations before income taxes | (177,365 | ) | (1,724 | ) | 476,455 | — | 297,366 | ||||||||||||||
Income tax (benefit) expense | (70,059 | ) | (681 | ) | 183,894 | — | 113,154 | ||||||||||||||
(Loss) income from continuing operations | (107,306 | ) | (1,043 | ) | 292,561 | — | 184,212 | ||||||||||||||
Loss from discontinued operations | — | — | (39,685 | ) | — | (39,685 | ) | ||||||||||||||
Equity in net income of subsidiaries | 251,833 | — | — | (251,833 | ) | — | |||||||||||||||
Net income (loss) | $ | 144,527 | $ | (1,043 | ) | $ | 252,876 | $ | (251,833 | ) | $ | 144,527 | |||||||||
Comprehensive income (loss) | $ | 144,243 | $ | (1,043 | ) | $ | 252,876 | $ | (251,833 | ) | $ | 144,243 | |||||||||
2013:00:00 | |||||||||||||||||||||
Net sales | $ | — | $ | — | $ | 6,013,398 | $ | — | $ | 6,013,398 | |||||||||||
Cost of sales | — | — | 4,592,536 | — | 4,592,536 | ||||||||||||||||
Gross profit | — | — | 1,420,862 | — | 1,420,862 | ||||||||||||||||
Selling, general and administrative expenses | 4,802 | 1,732 | 749,646 | — | 756,180 | ||||||||||||||||
Provision for doubtful accounts | — | — | 99,561 | — | 99,561 | ||||||||||||||||
Settlement, litigation and other related charges | — | — | 167,465 | — | 167,465 | ||||||||||||||||
Other charges | 51,497 | — | 48,305 | — | 99,802 | ||||||||||||||||
Operating (loss) income | (56,299 | ) | (1,732 | ) | 355,885 | — | 297,854 | ||||||||||||||
Interest expense, net of investment income | (122,404 | ) | — | (1,466 | ) | — | (123,870 | ) | |||||||||||||
(Loss) income from continuing operations before income taxes | (178,703 | ) | (1,732 | ) | 354,419 | — | 173,984 | ||||||||||||||
Income tax (benefit) expense | (68,729 | ) | (666 | ) | 158,487 | — | 89,092 | ||||||||||||||
(Loss) income from continuing operations | (109,974 | ) | (1,066 | ) | 195,932 | — | 84,892 | ||||||||||||||
Loss from discontinued operations | — | — | (128,324 | ) | — | (128,324 | ) | ||||||||||||||
Equity in net income of subsidiaries | 66,542 | — | — | (66,542 | ) | — | |||||||||||||||
Net (loss) income | $ | (43,432 | ) | $ | (1,066 | ) | $ | 67,608 | $ | (66,542 | ) | $ | (43,432 | ) | |||||||
Comprehensive (loss) income | $ | (43,153 | ) | $ | (1,066 | ) | $ | 67,608 | $ | (66,542 | ) | $ | (43,153 | ) | |||||||
2012:00:00 | |||||||||||||||||||||
Net sales | $ | — | $ | — | $ | 5,878,464 | $ | — | $ | 5,878,464 | |||||||||||
Cost of sales | — | — | 4,483,042 | — | 4,483,042 | ||||||||||||||||
Gross profit | — | — | 1,395,422 | — | 1,395,422 | ||||||||||||||||
Selling, general and administrative expenses | 4,816 | 1,438 | 765,750 | — | 772,004 | ||||||||||||||||
Provision for doubtful accounts | — | — | 97,995 | — | 97,995 | ||||||||||||||||
Settlement, litigation and other related charges | — | — | 49,375 | — | 49,375 | ||||||||||||||||
Other charges | 35,092 | — | 30,621 | — | 65,713 | ||||||||||||||||
Operating (loss) income | (39,908 | ) | (1,438 | ) | 451,681 | — | 410,335 | ||||||||||||||
Interest expense, net of interest income | (133,368 | ) | — | (1,735 | ) | — | (135,103 | ) | |||||||||||||
(Loss) income from continuing operations before income taxes | (173,276 | ) | (1,438 | ) | 449,946 | — | 275,232 | ||||||||||||||
Income tax (benefit) expense | (66,763 | ) | (557 | ) | 170,609 | — | 103,289 | ||||||||||||||
(Loss) income from continuing operations | (106,513 | ) | (881 | ) | 279,337 | — | 171,943 | ||||||||||||||
Income from discontinued operations | — | — | 22,931 | — | 22,931 | ||||||||||||||||
Equity in net income of subsidiaries | 301,387 | — | — | (301,387 | ) | — | |||||||||||||||
Net income (loss) | $ | 194,874 | $ | (881 | ) | $ | 302,268 | $ | (301,387 | ) | $ | 194,874 | |||||||||
Comprehensive income (loss) | $ | 194,744 | $ | (881 | ) | $ | 303,652 | $ | (302,771 | ) | $ | 194,744 | |||||||||
Condensed Consolidating Balance Sheets (Guaranteed Convertible Senior Debentures) | Condensed Consolidating Balance Sheets | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
As of December 31, 2014: | Parent | Guarantor Subsidiary | Non-Guarantor Subsidiaries | Consolidating/ | Omnicare, Inc. and Subsidiaries | ||||||||||||||||
Eliminating Adjustments | |||||||||||||||||||||
ASSETS | |||||||||||||||||||||
Cash and cash equivalents | $ | 113,072 | $ | — | $ | 40,727 | $ | — | $ | 153,799 | |||||||||||
Accounts receivable, net (including intercompany) | — | 203 | 578,761 | (203 | ) | 578,761 | |||||||||||||||
Inventories | — | — | 519,584 | — | 519,584 | ||||||||||||||||
Deferred income tax benefits, net-current | — | — | 59,200 | — | 59,200 | ||||||||||||||||
Other current assets | 2,287 | — | 285,273 | — | 287,560 | ||||||||||||||||
Total current assets | 115,359 | 203 | 1,483,545 | (203 | ) | 1,598,904 | |||||||||||||||
Properties and equipment, net | — | 12 | 267,741 | — | 267,753 | ||||||||||||||||
Goodwill | — | — | 4,061,806 | — | 4,061,806 | ||||||||||||||||
Identifiable intangible assets, net | — | — | 98,942 | — | 98,942 | ||||||||||||||||
Other noncurrent assets | 21,717 | 19 | 58,649 | — | 80,385 | ||||||||||||||||
Investment in subsidiaries | 4,931,821 | — | — | (4,931,821 | ) | — | |||||||||||||||
Total assets | $ | 5,068,897 | $ | 234 | $ | 5,970,683 | $ | (4,932,024 | ) | $ | 6,107,790 | ||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||||||
Current liabilities (including intercompany) | $ | 27,725 | $ | — | $ | 393,392 | $ | (203 | ) | $ | 420,914 | ||||||||||
Current portion of long-term debt | 446,717 | — | — | — | 446,717 | ||||||||||||||||
Current liabilities of discontinued operations | — | — | — | — | — | ||||||||||||||||
Long-term debt, notes and convertible debentures | 1,510,212 | — | 7,347 | — | 1,517,559 | ||||||||||||||||
Deferred income tax liabilities, net-noncurrent | 343,816 | — | 592,431 | — | 936,247 | ||||||||||||||||
Other noncurrent liabilities | — | — | 45,926 | — | 45,926 | ||||||||||||||||
Convertible debt | 151,706 | — | — | — | 151,706 | ||||||||||||||||
Stockholders’ equity | 2,588,721 | 234 | 4,931,587 | (4,931,821 | ) | 2,588,721 | |||||||||||||||
Total liabilities and stockholders’ equity | $ | 5,068,897 | $ | 234 | $ | 5,970,683 | $ | (4,932,024 | ) | $ | 6,107,790 | ||||||||||
As of December 31, 2013: | |||||||||||||||||||||
ASSETS | |||||||||||||||||||||
Cash and cash equivalents | $ | 275,910 | $ | — | $ | 80,091 | $ | — | $ | 356,001 | |||||||||||
Accounts receivable, net (including intercompany) | — | 210 | 695,684 | (210 | ) | 695,684 | |||||||||||||||
Inventories | — | — | 512,418 | — | 512,418 | ||||||||||||||||
Deferred income tax benefits, net-current | — | — | 135,094 | — | 135,094 | ||||||||||||||||
Other current assets | 1,989 | — | 263,547 | — | 265,536 | ||||||||||||||||
Current assets of discontinued operations | — | — | 49,995 | — | 49,995 | ||||||||||||||||
Total current assets | 277,899 | 210 | 1,736,829 | (210 | ) | 2,014,728 | |||||||||||||||
Properties and equipment, net | — | 19 | 305,869 | — | 305,888 | ||||||||||||||||
Goodwill | — | — | 4,057,456 | — | 4,057,456 | ||||||||||||||||
Identifiable intangible assets, net | — | — | 129,974 | — | 129,974 | ||||||||||||||||
Other noncurrent assets | 41,825 | 19 | 54,878 | — | 96,722 | ||||||||||||||||
Investment in subsidiaries | 5,131,280 | — | — | (5,131,280 | ) | — | |||||||||||||||
Noncurrent assets of discontinued operations | — | — | 87,078 | — | 87,078 | ||||||||||||||||
Total assets | $ | 5,451,004 | $ | 248 | $ | 6,372,084 | $ | (5,131,490 | ) | $ | 6,691,846 | ||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||||||
Current liabilities (including intercompany) | $ | 83,028 | $ | — | $ | 504,289 | $ | (210 | ) | $ | 587,107 | ||||||||||
Current portion of long-term debt | 527,204 | — | — | — | 527,204 | ||||||||||||||||
Current liabilities of discontinued operations | — | — | 18,846 | — | 18,846 | ||||||||||||||||
Long-term debt, notes and convertible debentures | 1,405,628 | — | 13,191 | — | 1,418,819 | ||||||||||||||||
Deferred income tax liabilities, net-noncurrent | 363,240 | — | 649,493 | — | 1,012,733 | ||||||||||||||||
Other noncurrent liabilities | — | — | 53,835 | — | 53,835 | ||||||||||||||||
Noncurrent liabilities of discontinued operations | — | — | 1,398 | — | 1,398 | ||||||||||||||||
Convertible Debt | 331,101 | — | — | — | 331,101 | ||||||||||||||||
Stockholders’ equity | 2,740,803 | 248 | 5,131,032 | (5,131,280 | ) | 2,740,803 | |||||||||||||||
Total liabilities and stockholders’ equity | $ | 5,451,004 | $ | 248 | $ | 6,372,084 | $ | (5,131,490 | ) | $ | 6,691,846 | ||||||||||
Condensed Consolidating Statements of Cash Flows (Guaranteed Convertible Senior Debentures) | Condensed Consolidating Statements of Cash Flows | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
For the year ended December 31, | |||||||||||||||||||||
2014:00:00 | Parent | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Omnicare, Inc. and Subsidiaries | |||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||
Net cash flows (used in) from operating activities | $ | (187,357 | ) | $ | — | $ | 679,947 | $ | 492,590 | ||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of businesses, net of cash received | — | — | (1,613 | ) | (1,613 | ) | |||||||||||||||
Divestitures of businesses, net | — | — | 71,194 | 71,194 | |||||||||||||||||
Capital expenditures | — | — | (82,531 | ) | (82,531 | ) | |||||||||||||||
Marketable securities | — | — | 25,377 | 25,377 | |||||||||||||||||
Other | — | — | (863 | ) | (863 | ) | |||||||||||||||
Net cash flows from investing activities | — | — | 11,564 | 11,564 | |||||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Payments on term loans | (20,938 | ) | — | — | (20,938 | ) | |||||||||||||||
Proceeds from long-term borrowings and obligations | 717,500 | — | — | 717,500 | |||||||||||||||||
Payments on long-term borrowings and obligations | (1,067,707 | ) | — | — | (1,067,707 | ) | |||||||||||||||
Fees paid for financing activities | (8,913 | ) | — | — | (8,913 | ) | |||||||||||||||
Decrease in cash overdraft balance | (3,047 | ) | — | (13,313 | ) | (16,360 | ) | ||||||||||||||
Payments for Omnicare common stock repurchases | (235,438 | ) | — | — | (235,438 | ) | |||||||||||||||
Proceeds for stock awards and exercise of stock options, net of stock tendered in payment | (2,251 | ) | — | — | (2,251 | ) | |||||||||||||||
Dividends paid | (80,298 | ) | — | — | (80,298 | ) | |||||||||||||||
Other | 725,611 | — | (717,562 | ) | 8,049 | ||||||||||||||||
Net cash flows from (used in) financing activities | 24,519 | — | (730,875 | ) | (706,356 | ) | |||||||||||||||
Net decrease in cash and cash equivalents | (162,838 | ) | — | (39,364 | ) | (202,202 | ) | ||||||||||||||
Less decrease in cash and cash equivalents of discontinued operations | — | — | — | — | |||||||||||||||||
Decrease in cash and cash equivalents of continuing operations | (162,838 | ) | — | (39,364 | ) | (202,202 | ) | ||||||||||||||
Cash and cash equivalents at beginning of year | 275,910 | — | 80,091 | 356,001 | |||||||||||||||||
Cash and cash equivalents at end of year | $ | 113,072 | $ | — | $ | 40,727 | $ | 153,799 | |||||||||||||
Note 21 - Guarantor Subsidiaries - Continued | |||||||||||||||||||||
Condensed Consolidating Statements of Cash Flows | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
For the year ended December 31, | |||||||||||||||||||||
2013:00:00 | Parent | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Omnicare, Inc. and Subsidiaries | |||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||
Net cash flows (used in) from operating activities | $ | (16,598 | ) | $ | — | $ | 483,658 | $ | 467,060 | ||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of businesses, net of cash received | — | — | (3,895 | ) | (3,895 | ) | |||||||||||||||
Divestitures of businesses, net | — | — | 11,658 | 11,658 | |||||||||||||||||
Capital expenditures | — | — | (95,015 | ) | (95,015 | ) | |||||||||||||||
Marketable securities | — | — | (365 | ) | (365 | ) | |||||||||||||||
Other | (227 | ) | — | 281 | 54 | ||||||||||||||||
Net cash flows used in investing activities | (227 | ) | — | (87,336 | ) | (87,563 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Payments on term loans | (21,250 | ) | — | — | (21,250 | ) | |||||||||||||||
Proceeds from long-term borrowings and obligations | — | — | — | — | |||||||||||||||||
Payments on long-term borrowings and obligations | (192,322 | ) | — | — | (192,322 | ) | |||||||||||||||
Fees paid for financing activities | (5,660 | ) | — | — | (5,660 | ) | |||||||||||||||
(Decrease) increase in cash overdraft balance | (9,968 | ) | — | 10,441 | 473 | ||||||||||||||||
Payments for Omnicare common stock repurchases | (220,971 | ) | — | — | (220,971 | ) | |||||||||||||||
Proceeds for stock awards and exercise of stock options, net of stock tendered in payment | 15,819 | — | — | 15,819 | |||||||||||||||||
Dividends paid | (62,928 | ) | — | — | (62,928 | ) | |||||||||||||||
Other | 406,341 | — | (397,211 | ) | 9,130 | ||||||||||||||||
Net cash flows (used in) financing activities | (90,939 | ) | — | (386,770 | ) | (477,709 | ) | ||||||||||||||
Net (decrease) increase in cash and cash equivalents | (107,764 | ) | — | 9,552 | (98,212 | ) | |||||||||||||||
Less decrease in cash and cash equivalents of discontinued operations | — | — | (9,593 | ) | (9,593 | ) | |||||||||||||||
(Decrease) increase in cash and cash equivalents of continuing operations | (107,764 | ) | — | 19,145 | (88,619 | ) | |||||||||||||||
Cash and cash equivalents at beginning of year | 383,674 | — | 60,946 | 444,620 | |||||||||||||||||
Cash and cash equivalents at end of year | $ | 275,910 | $ | — | $ | 80,091 | $ | 356,001 | |||||||||||||
Note 21 - Guarantor Subsidiaries - Continued | |||||||||||||||||||||
Condensed Consolidating Statements of Cash Flows | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
For the year ended December 31, | |||||||||||||||||||||
2012:00:00 | Parent | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Omnicare, Inc. and Subsidiaries | |||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||
Net cash flows (used in) from operating activities | $ | (88,461 | ) | $ | — | $ | 632,945 | $ | 544,484 | ||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of businesses, net of cash received | — | — | (34,873 | ) | (34,873 | ) | |||||||||||||||
Divestitures of businesses, net | — | — | 19,207 | 19,207 | |||||||||||||||||
Capital expenditures | — | — | (96,924 | ) | (96,924 | ) | |||||||||||||||
Marketable securities | (25,514 | ) | — | 496 | (25,018 | ) | |||||||||||||||
Other | — | — | (1,726 | ) | (1,726 | ) | |||||||||||||||
Net cash flows used in investing activities | (25,514 | ) | — | (113,820 | ) | (139,334 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Payments on term loans | (24,688 | ) | — | — | (24,688 | ) | |||||||||||||||
Proceeds from long-term borrowings and obligations | 425,000 | — | — | 425,000 | |||||||||||||||||
Payments on long-term borrowings and obligations | (453,573 | ) | — | — | (453,573 | ) | |||||||||||||||
Capped call transaction | (48,126 | ) | — | — | (48,126 | ) | |||||||||||||||
Fees paid for financing activities | (7,566 | ) | — | (7,566 | ) | ||||||||||||||||
Decrease in cash overdraft balance | (12 | ) | — | (14,915 | ) | (14,927 | ) | ||||||||||||||
Payments for Omnicare common stock repurchases | (388,968 | ) | — | — | (388,968 | ) | |||||||||||||||
Proceeds for stock awards and exercise of stock options, net of stock tendered in payment | 24,951 | — | — | 24,951 | |||||||||||||||||
Dividends paid | (45,214 | ) | — | — | (45,214 | ) | |||||||||||||||
Other | 555,592 | — | (553,680 | ) | 1,912 | ||||||||||||||||
Net cash flows from (used in) financing activities | 37,396 | — | (568,595 | ) | (531,199 | ) | |||||||||||||||
Net decrease in cash and cash equivalents | (76,579 | ) | — | (49,470 | ) | (126,049 | ) | ||||||||||||||
Less increase in cash and cash equivalents of discontinued operations | — | — | 6,859 | 6,859 | |||||||||||||||||
Decrease in cash and cash equivalents of continuing operations | (76,579 | ) | — | (56,329 | ) | (132,908 | ) | ||||||||||||||
Cash and cash equivalents at beginning of year | 460,253 | — | 117,275 | 577,528 | |||||||||||||||||
Cash and cash equivalents at end of year | $ | 383,674 | $ | — | $ | 60,946 | $ | 444,620 | |||||||||||||
Valuation_and_Qualifying_Accou1
Valuation and Qualifying Accounts (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Schedule II and Index of Exhibits [Abstract] | |||||||||||||||||
Summary of Valuation Allowance [Table Text Block] | OMNICARE, INC. AND SUBSIDIARY COMPANIES | ||||||||||||||||
Valuation and Qualifying Accounts | |||||||||||||||||
(in thousands) | |||||||||||||||||
Year ended | Balance at | Additions | Write-offs, | Balance | |||||||||||||
December 31, | beginning of | charged | (net of recoveries) and other | at end | |||||||||||||
period | to cost | of period | |||||||||||||||
and expenses | |||||||||||||||||
Allowance for uncollectible accounts receivable: | |||||||||||||||||
2014 | $ | 202,602 | $ | 84,460 | $ | (85,187 | ) | $ | 201,875 | ||||||||
2013 | 264,105 | 99,561 | (161,064 | ) | 202,602 | ||||||||||||
2012 | 352,417 | 97,995 | (186,307 | ) | 264,105 | ||||||||||||
Allowance for uncollectible notes receivable: | |||||||||||||||||
2014 | $ | 13,123 | $ | 309 | $ | (604 | ) | $ | 12,828 | ||||||||
2013 | 12,562 | 5,851 | (5,290 | ) | 13,123 | ||||||||||||
2012 | 11,554 | 2,792 | (1,784 | ) | 12,562 | ||||||||||||
Tax valuation allowance: | |||||||||||||||||
2014 | $ | 24,159 | $ | 77,542 | $ | (5,989 | ) | $ | 95,712 | ||||||||
2013 | 21,037 | 5,431 | (2,309 | ) | 24,159 | ||||||||||||
2012 | 20,502 | 3,765 | (3,230 | ) | 21,037 | ||||||||||||
Significant_Accounting_Policie3
Significant Accounting Policies Significant Accounting Policies (Concentration of Credit Risk) (Details) (Sales Revenue, Services, Net [Member]) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 100.00% | 100.00% | 100.00% |
Private Pay, third-party and facilities [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 34.00% | 36.00% | 36.00% |
Feredal Medicare program (Part D & Part B) [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 58.00% | 55.00% | 52.00% |
State Medicaid Programs [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 7.00% | 7.00% | 8.00% |
Other sources [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 1.00% | 2.00% | 4.00% |
Significant_Accounting_Policie4
Significant Accounting Policies (Schedule of Accounts, Notes, Loans and Financing Receivable) (Details) (Trade Accounts Receivable [Member], USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accounts Receivable Aging [Abstract] | ||
Current and 0 - 180 Days Past Due | $551,493 | $599,643 |
181 Days and Over Past Due | 229,143 | 298,643 |
Total Gross Accounts Receivables | 780,636 | 898,286 |
Medicare Medicaid and Third Party Payors [Member] | ||
Accounts Receivable Aging [Abstract] | ||
Current and 0 - 180 Days Past Due | 184,492 | 195,544 |
181 Days and Over Past Due | 28,818 | 67,791 |
Total Gross Accounts Receivables | 213,310 | 263,335 |
Facility Payors [Member] | ||
Accounts Receivable Aging [Abstract] | ||
Current and 0 - 180 Days Past Due | 297,308 | 328,444 |
181 Days and Over Past Due | 99,036 | 146,751 |
Total Gross Accounts Receivables | 396,344 | 475,195 |
Private Payors [Member] | ||
Accounts Receivable Aging [Abstract] | ||
Current and 0 - 180 Days Past Due | 69,693 | 75,655 |
181 Days and Over Past Due | 101,289 | 84,101 |
Total Gross Accounts Receivables | $170,982 | $159,756 |
Significant_Accounting_Policie5
Significant Accounting Policies Significant Accounting Policies (Aging of Gross Accounts Receivable (net of contractual adjustments)) (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Current Fiscal Year End Date | -19 |
Significant_Accounting_Policie6
Significant Accounting Policies Significant Accounting Policies - Notes Receivable (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Receivables [Abstract] | |||
Notes, loans and financing receivables, gross, Total | $81 | $79 | |
Notes, Loans and Financing Receivable, Gross, Current | 52 | 52 | |
Allowance for Notes, Loans and Financing Receivable, Current | -13 | ||
Interest Income, Notes Receivable | $3 | $4 | $5 |
Significant_Accounting_Policie7
Significant Accounting Policies Significant Accounting Policies (Properties and Equipment) (Details) (Land, Buildings and Improvements [Member]) | 12 Months Ended |
Dec. 31, 2014 | |
Land, Buildings and Improvements [Member] | |
Property and Equipment Useful Lives | |
Property, Plant and Equipment, Estimated Useful Lives | 40 years |
Significant_Accounting_Policie8
Significant Accounting Policies Significant Accounting Poilicies Insurance Accruals (Details) | Dec. 31, 2014 | Dec. 31, 2013 |
Insurance Accruals [Abstract] | ||
Loss Contingency Accrual, Insurance-related Assessment, Discount Rate | 1.61% | 1.79% |
Significant_Accounting_Policie9
Significant Accounting Policies Significant Accounting Policies (Delivery Expenses) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Delivery Expenses [Abstract] | |||
Shipping, Handling and Transportation Costs | $168 | $164 | $160 |
Recovered_Sheet1
Significant Accounting Policies Significant Accounting Policies (Accumulated Other Comprehensive Income (Loss)) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accumulated Other Comprehensive Income [Abstract] | ||
Accumulated Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, Net of Tax | ($300) | ($702) |
Pension and postemployment benefits | -2,525 | -1,839 |
Accumulated Other Comprehensive Income (Loss), Net of Tax | ($2,825) | ($2,541) |
Recovered_Sheet2
Significant Accounting Policies Significant Accounting Policies (Component of Other Operating Cost and Expense) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Component of Operating Other Cost and Expense [Line Items] | |||||||||||
Other Cost and Expense, Operating | ($113,694) | ($3,999) | ($11,284) | ($10,276) | ($2,896) | ($61,632) | ($31,268) | ($4,006) | ($139,253) | ($99,802) | ($65,713) |
Other Miscellaneous charges net of Repack matters COS | 139,253 | 99,802 | 65,713 | ||||||||
Acquisition And Other Related Costs [Member] | |||||||||||
Component of Operating Other Cost and Expense [Line Items] | |||||||||||
Other Cost and Expense, Operating | 0 | -2,300 | -1,380 | ||||||||
Restructuring and Other Related Charges [Member] | |||||||||||
Component of Operating Other Cost and Expense [Line Items] | |||||||||||
Other Cost and Expense, Operating | -566 | 0 | -8,956 | ||||||||
Disposition of Business [Member] | |||||||||||
Component of Operating Other Cost and Expense [Line Items] | |||||||||||
Other Cost and Expense, Operating | -805 | -39,245 | 1,777 | ||||||||
Separation, benefit plan termination and related costs [Member] | |||||||||||
Component of Operating Other Cost and Expense [Line Items] | |||||||||||
Other Cost and Expense, Operating | -20,975 | -6,760 | -21,000 | ||||||||
Loss on Plane Lease [Member] | |||||||||||
Component of Operating Other Cost and Expense [Line Items] | |||||||||||
Other Cost and Expense, Operating | 0 | 0 | -1,062 | ||||||||
Debt redemption loss and costs [Member] | |||||||||||
Component of Operating Other Cost and Expense [Line Items] | |||||||||||
Other Cost and Expense, Operating | -56,696 | -51,497 | -35,092 | ||||||||
Asset Impairment Charges [Member] | |||||||||||
Component of Operating Other Cost and Expense [Line Items] | |||||||||||
Other Cost and Expense, Operating | ($60,211) | $0 | $0 |
Recovered_Sheet3
Significant Accounting Policies Significant Accounting Policies - Capped Call (Details) (USD $) | 12 Months Ended | ||
Share data in Millions, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Option indexed to issuers equity cash paid | $0 | $0 | $48,126,000 |
Shares received upon settlement of capped call | 2.1 | ||
Economic value of shares received upon settlement of capped call | 140,000,000 | ||
Maximum [Member] | |||
option indexed to Company's own stock - strike price | $41.05 | ||
Option indexed to Issuer's own equity, cap price | $56.88 | ||
Minimum [Member] | |||
option indexed to Company's own stock - strike price | $40.96 | ||
Option indexed to Issuer's own equity, cap price | $56.75 | ||
Q1 2014 [Member] | |||
Shares received upon settlement of capped call | 0.6 | ||
Economic value of shares received upon settlement of capped call | 38,000,000 | ||
Q4 2014 [Member] | |||
Shares received upon settlement of capped call | 1.5 | ||
Economic value of shares received upon settlement of capped call | $102,000,000 |
Common_Stock_Repurchase_Progra2
Common Stock Repurchase Program (Details) (USD $) | 12 Months Ended | |||
Share data in Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 |
Current Fiscal Year End Date | -19 | |||
Option Indexed to Issuer's Equity, Redeemable Stock, Redemption Requirements, Amount | $15,000,000 | $0 | $50,000,000 | $40,000,000 |
Stock Repurchase Program, Remaining Authorized Repurchase Amount | 265,000,000 | |||
Stock Repurchased During Period, Shares | 3.5 | 4.8 | 10 | |
Payments for Repurchase of Common Stock | 235,438,000 | 220,971,000 | 388,968,000 | |
cumulative common stock repurchased through repurchase program | 27.5 | |||
cumulative value of shares repurchased through stock repurchase program | 1,000,000,000 | |||
May 3, 2010 Share Repurchase Program [Member] | ||||
Stock Repurchase Program, Authorized Amount | 200,000,000 | |||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | 0 | |||
May 26, 2011 Share Repurchase Program [Member] | ||||
Stock Repurchase Program, Authorized Amount | 100,000,000 | |||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | 0 | |||
February 21, 2012 Share Repurchase Program [Member] | ||||
Stock Repurchase Program, Authorized Amount | 200,000,000 | |||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | 0 | |||
September 12, 2012 Share Repurchase Program [Member] | ||||
Stock Repurchase Program, Authorized Amount | 350,000,000 | |||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | 0 | |||
December 4, 2013 Share Repurchase Program [Member] | ||||
Stock Repurchase Program, Authorized Amount | 500,000,000 | |||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | 264,613,000 | |||
May 2013 Accelerated Share repurchase [Domain] [Domain] | ||||
Accelerated Share Repurchases, Settlement (Payment) or Receipt | 100,000,000 | |||
November 2012 Accelerated Share repurchase [Domain] | ||||
Accelerated Share Repurchases, Settlement (Payment) or Receipt | 250,000,000 | |||
January 2015 Accelerated Share Repurchase [Member] | ||||
Accelerated Share Repurchases, Settlement (Payment) or Receipt | 100,000,000 | |||
Option Indexed to Issuer's Equity, Redeemable Stock, Redemption Requirements, Amount | 20,000,000 | |||
December 2014 Accelerated Share Repurchase [Member] | ||||
Accelerated Share Repurchases, Settlement (Payment) or Receipt | 75,000,000 | |||
Initial shares received [Member] | May 2013 Accelerated Share repurchase [Domain] [Domain] | ||||
Accelerated Share Repurchases, Cash or Stock Settlement | 1.3 | |||
Initial shares received [Member] | November 2012 Accelerated Share repurchase [Domain] | ||||
Accelerated Share Repurchases, Cash or Stock Settlement | 5.8 | |||
Initial shares received [Member] | January 2015 Accelerated Share Repurchase [Member] | ||||
Accelerated Share Repurchases, Cash or Stock Settlement | 1081 | |||
Initial shares received [Member] | December 2014 Accelerated Share Repurchase [Member] | ||||
Accelerated Share Repurchases, Cash or Stock Settlement | 849979 | |||
Initial share value [Member] | May 2013 Accelerated Share repurchase [Domain] [Domain] | ||||
Accelerated Share Repurchases, Cash or Stock Settlement | 60 | |||
Initial share value [Member] | November 2012 Accelerated Share repurchase [Domain] | ||||
Accelerated Share Repurchases, Cash or Stock Settlement | 200 | |||
Initial share value [Member] | January 2015 Accelerated Share Repurchase [Member] | ||||
Accelerated Share Repurchases, Cash or Stock Settlement | 80000 | |||
Initial share value [Member] | December 2014 Accelerated Share Repurchase [Member] | ||||
Accelerated Share Repurchases, Cash or Stock Settlement | 60000 | |||
Shares received at settlement [Member] | May 2013 Accelerated Share repurchase [Domain] [Domain] | ||||
Accelerated Share Repurchases, Cash or Stock Settlement | 377 | |||
Shares received at settlement [Member] | November 2012 Accelerated Share repurchase [Domain] | ||||
Accelerated Share Repurchases, Cash or Stock Settlement | 592 | |||
Shares received at settlement [Member] | December 2014 Accelerated Share Repurchase [Member] | ||||
Accelerated Share Repurchases, Cash or Stock Settlement | 179509 | |||
Cash received at settlement [Member] | May 2013 Accelerated Share repurchase [Domain] [Domain] | ||||
Accelerated Share Repurchases, Cash or Stock Settlement | 19.037 | |||
Additional Paid-in Capital [Member] | ||||
Option Indexed to Issuer's Equity, Redeemable Stock, Redemption Requirements, Amount | $15,000,000 | ($50,000,000) | $50,000,000 |
Discontinued_Operations_Detail
Discontinued Operations (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Statement by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Net sales | $133,771,000 | $263,800,000 | $281,924,000 | ||||||||
Loss from operations, pretax | 1,628,000 | 23,328,000 | 36,843,000 | ||||||||
Income tax benefit | 1,509,000 | 9,509,000 | 13,912,000 | ||||||||
Loss from operations, after tax | 119,000 | 13,819,000 | 22,931,000 | ||||||||
Impairment loss | -39,804,000 | -144,739,000 | 0 | ||||||||
Proceeds from Divestiture of Businesses | 71,194,000 | 11,658,000 | 19,207,000 | ||||||||
Income tax benefit of impairment loss | 0 | 2,596,000 | 0 | ||||||||
Loss from discontinued operations | 2,700,000 | -3,246,000 | -39,275,000 | 136,000 | -142,323,000 | 3,042,000 | 4,917,000 | 6,040,000 | -39,685,000 | -128,324,000 | 22,931,000 |
Hospice Disposal Group [Member] [Member] | |||||||||||
Income Statement by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Net sales | 123,136,000 | 210,041,000 | 223,135,000 | ||||||||
Loss from operations, pretax | 3,167,000 | 25,120,000 | 36,787,000 | ||||||||
Income tax benefit | 2,457,000 | 10,136,000 | 13,889,000 | ||||||||
Loss from operations, after tax | 710,000 | 14,984,000 | 22,898,000 | ||||||||
Impairment loss | -39,804,000 | -139,783,000 | 0 | ||||||||
Goodwill, Impairment Loss | 40,000,000 | 133,000,000 | |||||||||
Proceeds from Divestiture of Businesses | 65,000,000 | ||||||||||
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax | 8,000,000 | ||||||||||
Impairment of Intangible Assets, Finite-lived | 7,000,000 | ||||||||||
Income tax benefit of impairment loss | 0 | 2,596,000 | 0 | ||||||||
Loss from discontinued operations | -39,094,000 | -122,203,000 | 22,898,000 | ||||||||
Retail Disposal Group [Member] | |||||||||||
Income Statement by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Net sales | 10,635,000 | 53,759,000 | 58,789,000 | ||||||||
Loss from operations, pretax | -1,539,000 | -1,792,000 | 56,000 | ||||||||
Income tax benefit | -948,000 | -627,000 | 23,000 | ||||||||
Loss from operations, after tax | -591,000 | -1,165,000 | 33,000 | ||||||||
Impairment loss | 0 | -4,956,000 | 0 | ||||||||
Goodwill, Impairment Loss | 5,000,000 | ||||||||||
Proceeds from Divestiture of Businesses | 6,000,000 | ||||||||||
Income tax benefit of impairment loss | 0 | 0 | 0 | ||||||||
Loss from discontinued operations | ($591,000) | ($6,121,000) | $33,000 |
Acquisitions_Details
Acquisitions (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Significant Acquisitions and Disposals [Line Items] | |||||||||||
Other Cost and Expense, Operating | $113,694 | $3,999 | $11,284 | $10,276 | $2,896 | $61,632 | $31,268 | $4,006 | $139,253 | $99,802 | $65,713 |
Payments to Acquire Businesses, Net of Cash Acquired | 1,613 | 3,895 | 34,873 | ||||||||
Acquisition And Other Related Costs [Member] | |||||||||||
Significant Acquisitions and Disposals [Line Items] | |||||||||||
Other Cost and Expense, Operating | $0 | $2,300 | $1,380 |
Cash_and_Cash_Equivalents_Deta
Cash and Cash Equivalents (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||
Cash and Cash Equivalents [Abstract] | ||||
Cash | $153,749 | $355,951 | ||
Money Market Funds, at Carrying Value | 50 | 50 | ||
Cash and Cash Equivalents, at Carrying Value | $153,799 | $356,001 | $444,620 | $577,528 |
Properties_and_Equipment_Detai
Properties and Equipment (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Land | $4,786 | $4,377 |
Buildings and Improvements, Gross | 29,089 | 16,044 |
computer equipment and software | 223,744 | 284,173 |
Machinery and Equipment, Gross | 167,174 | 153,368 |
furniture, fixtures and leasehold improvements | 175,644 | 111,529 |
Property, Plant and Equipment, Gross | 600,437 | 569,491 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | -332,684 | -263,603 |
Property, Plant and Equipment, Net | $267,753 | $305,888 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Changes in the carrying amount of goodwill [Roll Forward] | |||
Beginning balance, Goodwill | $4,057,456,000 | $4,061,303,000 | |
Goodwill acquired during period | 1,123,000 | ||
Goodwill, Written off Related to Sale of Business Unit | -41,000 | -4,145,000 | |
Other changes to Goodwill | 3,268,000 | 298,000 | |
Ending balance, Goodwill | 4,061,806,000 | 4,057,456,000 | 4,061,303,000 |
Indefinite and Finite Lived Intangible Assets (Excluding Goodwill) [Abstract] | |||
Intangible Assets Gross (Excluding Goodwill) | 356,225,000 | 357,631,000 | |
Accumulated amortization on identifiable intangible assets | -257,283,000 | -227,657,000 | |
Identifiable intangible assets, net | 98,942,000 | 129,974,000 | |
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 12,000,000 | 12,000,000 | |
Amortization of Intangible Assets [Abstract] | |||
Future Amortization Expense, Year One | 30,245,000 | ||
Future Amortization Expense, Year Two | 19,974,000 | ||
Future Amortization Expense, Year Three | 11,911,000 | ||
Future Amortization Expense, Year Four | 9,308,000 | ||
Future Amortization Expense, Year Five | 6,491,000 | ||
Intangible amortization expense | 31,000,000 | 33,000,000 | 39,000,000 |
Long Term Care Group [Member] | |||
Changes in the carrying amount of goodwill [Roll Forward] | |||
Beginning balance, Goodwill | 3,567,019,000 | 3,570,866,000 | |
Goodwill acquired during period | 1,123,000 | ||
Goodwill, Written off Related to Sale of Business Unit | -41,000 | -4,145,000 | |
Other changes to Goodwill | 3,268,000 | 298,000 | |
Ending balance, Goodwill | 3,571,369,000 | 3,567,019,000 | |
specialty care group [Member] | |||
Changes in the carrying amount of goodwill [Roll Forward] | |||
Beginning balance, Goodwill | 490,437,000 | 490,437,000 | |
Goodwill acquired during period | 0 | ||
Goodwill, Written off Related to Sale of Business Unit | 0 | 0 | |
Other changes to Goodwill | 0 | 0 | |
Ending balance, Goodwill | 490,437,000 | 490,437,000 | |
Customer Relationships [Member] | |||
Indefinite and Finite Lived Intangible Assets (Excluding Goodwill) [Abstract] | |||
Intangible Assets Gross (Excluding Goodwill) | 318,464,000 | 318,281,000 | |
Accumulated amortization on identifiable intangible assets | -239,486,000 | -211,191,000 | |
Identifiable intangible assets, net | 78,978,000 | 107,090,000 | |
finite lived intangible asset estimated useful life range, minimum | 6 | 6 | |
finite lived intangible asset useful life range, maximum | 15 | 15 | |
trademark and trade names [Member] | |||
Indefinite and Finite Lived Intangible Assets (Excluding Goodwill) [Abstract] | |||
Intangible Assets Gross (Excluding Goodwill) | 13,972,000 | 13,972,000 | |
Accumulated amortization on identifiable intangible assets | -1,944,000 | -1,496,000 | |
Identifiable intangible assets, net | 12,028,000 | 12,476,000 | |
Noncompete Agreements [Member] | |||
Indefinite and Finite Lived Intangible Assets (Excluding Goodwill) [Abstract] | |||
Intangible Assets Gross (Excluding Goodwill) | 23,402,000 | 24,991,000 | |
Accumulated amortization on identifiable intangible assets | -15,757,000 | -14,970,000 | |
Identifiable intangible assets, net | 7,645,000 | 10,021,000 | |
finite lived intangible asset estimated useful life range, minimum | 2 | 2 | |
finite lived intangible asset useful life range, maximum | 15 | 15 | |
Other Intangible Assets [Member] | |||
Indefinite and Finite Lived Intangible Assets (Excluding Goodwill) [Abstract] | |||
Intangible Assets Gross (Excluding Goodwill) | 387,000 | 387,000 | |
Accumulated amortization on identifiable intangible assets | -96,000 | 0 | |
Identifiable intangible assets, net | $291,000 | $387,000 | |
finite lived intangible asset estimated useful life range, minimum | 4 | 4 | |
finite lived intangible asset useful life range, maximum | 4 | 4 |
Fair_Value_Fair_Value_Assets_a
Fair Value Fair Value (Assets and Liabilities measured at fair value) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Current Fiscal Year End Date | -19 | |
Available-for-sale Securities, Fair Value Disclosure | $25,140 | |
Assets, Fair Value Disclosure | 43,811 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale Securities, Fair Value Disclosure | 0 | |
Assets, Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale Securities, Fair Value Disclosure | 25,140 | |
Assets, Fair Value Disclosure | 43,811 | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale Securities, Fair Value Disclosure | 0 | |
Assets, Fair Value Disclosure | 0 | |
7.75% interest rate swap agreement - fair value hedge [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative, Fair Value, Net | 0 | 18,671 |
7.75% interest rate swap agreement - fair value hedge [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative, Fair Value, Net | 0 | |
7.75% interest rate swap agreement - fair value hedge [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative, Fair Value, Net | 18,671 | |
7.75% interest rate swap agreement - fair value hedge [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative, Fair Value, Net | $0 |
Offsetting_Details
Offsetting (Details) (USD $) | Dec. 31, 2013 |
Offsetting Assets [Line Items] | |
Debt Instrument, Repurchased Face Amount | $150,000,000 |
Securities Borrowed | 18,671,000 |
Gross Amount of assets as Offset in Statement of Financial Position | 0 |
Net amount of financial assets | 18,671,000 |
Financial Instruments, assets | 0 |
Derivative Asset, Fair Value of Collateral | 0 |
Interest Rate Swap Agreement Fair Value Disclosure | 18,671,000 |
Swap A [Domain] | |
Offsetting Assets [Line Items] | |
Securities Borrowed | 9,408,000 |
Gross Amount of assets as Offset in Statement of Financial Position | 0 |
Net amount of financial assets | 9,408,000 |
Financial Instruments, assets | 0 |
Derivative Asset, Fair Value of Collateral | 0 |
Interest Rate Swap Agreement Fair Value Disclosure | 9,408,000 |
Swap B [Member] | |
Offsetting Assets [Line Items] | |
Securities Borrowed | 9,263,000 |
Gross Amount of assets as Offset in Statement of Financial Position | 0 |
Net amount of financial assets | 9,263,000 |
Financial Instruments, assets | 0 |
Derivative Asset, Fair Value of Collateral | 0 |
Interest Rate Swap Agreement Fair Value Disclosure | $9,263,000 |
Leasing_Arrangements_Details
Leasing Arrangements (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Leases [Abstract] | |||
Operating Leases, Future Minimum Payments Due, Next Twelve Months | $22,961,000 | ||
Operating Leases, Future Minimum Payments, Due in Two Years | 20,874,000 | ||
Operating Leases, Future Minimum Payments, Due in Three Years | 18,594,000 | ||
Operating Leases, Future Minimum Payments, Due in Four Years | 14,914,000 | ||
Operating Leases, Future Minimum Payments, Due in Five Years | 10,277,000 | ||
Operating Leases, Future Minimum Payments, Due Thereafter | 21,711,000 | ||
Operating Leases, Future Minimum Payments Due | 109,331,000 | ||
Operating Leases, Rent Expense, Net | $45,000,000 | $48,000,000 | $54,000,000 |
Debt_Details
Debt (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Debt Instrument [Line Items] | |||
Long-term Debt | $2,346,488,000 | ||
Debt Instrument, Unamortized Discount | 382,212,000 | 573,082,000 | |
Long-term Debt, Gross | 2,346,488,000 | 2,500,434,000 | |
Debt, Current | 446,717,000 | 527,204,000 | |
Long-term Debt, Excluding Current Maturities | 1,517,559,000 | 1,418,819,000 | |
Current Fiscal Year End Date | -19 | ||
Interest Paid | 90,000,000 | 88,000,000 | 91,000,000 |
Letters of Credit Outstanding, Amount | 14,000,000 | ||
Senior Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 0 | 398,438,000 | |
Senior Term Loan, due 2019 [Domain] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 395,000,000 | 0 | |
Debt Instrument, Initial Face Value | 400,000,000 | ||
Amortization of Financing Costs | 1,000,000 | 1,000,000 | 300,000 |
4.00% Junior Subordinated Convertible Debentures, due 2033 [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt | 188,550,000 | 186,136,000 | |
Debt Instrument, Unamortized Discount | 118,133,000 | 121,017,000 | |
Long-term Debt, Gross | 306,683,000 | 307,153,000 | |
Long-term Debt, Fair Value | 550,200,000 | 455,900,000 | |
7.75% Senior Subordinated Notes, Due 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 0 | 400,000,000 | |
Long-term Debt, Fair Value | 0 | 435,800,000 | |
Amortization of Financing Costs | 1,000,000 | 1,000,000 | 1,000,000 |
Write off of Deferred Debt Issuance Cost | 5,000,000 | 2,000,000 | |
4.75% Senior Notes, due 2022 [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 400,000,000 | 0 | |
Long-term Debt, Fair Value | 408,000,000 | 0 | |
Debt Instrument, Initial Face Value | 400,000,000 | ||
5.00% Senior Notes, due 2024 [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 300,000,000 | 0 | |
Long-term Debt, Fair Value | 316,700,000 | 0 | |
Debt Instrument, Initial Face Value | 300,000,000 | ||
3.75% Convertible Senior Subordinated Notes, due 2025 [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt | 54,148,000 | 87,310,000 | |
Debt Instrument, Unamortized Discount | 25,824,000 | 45,098,000 | |
Long-term Debt, Gross | 79,972,000 | 132,408,000 | |
Long-term Debt, Fair Value | 211,900,000 | 306,500,000 | |
Write off of Deferred Debt Issuance Cost | 1,000,000 | 2,000,000 | 4,000,000 |
3.25% Convertible Senior Subordinated Exchange Debentures, due 2035 [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt | 216,738,000 | 0 | |
Debt Instrument, Unamortized Discount | 24,729,000 | 0 | |
Long-term Debt, Gross | 241,467,000 | 0 | |
Long-term Debt, Fair Value | 279,500,000 | 0 | |
3.75% Convertible Senior Subordinated Notes Due 2042 [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt | 0 | 225,014,000 | |
Debt Instrument, Unamortized Discount | 0 | 164,986,000 | |
Long-term Debt, Gross | 0 | 390,000,000 | |
Long-term Debt, Fair Value | 0 | 592,800,000 | |
Write off of Deferred Debt Issuance Cost | 3,000,000 | ||
3.5% Convertible senior subordinated debt [Domain] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 424,250,000 | 424,250,000 | |
3.25% Convertible Senior Debentures, Due 2035 [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 186,033,000 | 427,500,000 | |
3.25% Convertible Senior Debentures, Due 2035 [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt | 178,284,000 | 393,126,000 | |
Debt Instrument, Unamortized Discount | 7,749,000 | 34,374,000 | |
Long-term Debt, Gross | 427,500,000 | ||
Long-term Debt, Fair Value | 197,000,000 | 457,400,000 | |
Amortization of Financing Costs | 1,000,000 | ||
Capital Lease Obligations [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 13,083,000 | 20,685,000 | |
7.75% interest rate swap agreement - fair value hedge [Member] | |||
Debt Instrument [Line Items] | |||
Derivative, Fair Value, Net | 0 | 18,671,000 | |
2011 Senior Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Write off of Deferred Debt Issuance Cost | $8,000,000 |
Debt_Future_Payments_Details
Debt (Future Payments) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt, Current | $446,717 | $527,204 |
Long-term Debt, Gross | 2,346,488 | 2,500,434 |
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months | 598,423 | |
Long-term Debt, Maturities, Repayments of Principal in Year Two | 24,680 | |
Long-term Debt, Maturities, Repayments of Principal in Year Three | 22,470 | |
Long-term Debt, Maturities, Repayments of Principal in Year Four | 20,198 | |
Long-term Debt, Maturities, Repayments of Principal in Year Five | 315,000 | |
Long-term Debt, Maturities, Repayments of Principal after Year Five | 1,365,717 | |
Long-term Debt | 2,346,488 | |
Convertible Debt [Member] | ||
Debt, Current | $387,000 |
Debt_Senior_Credit_Agreement_D
Debt Senior Credit Agreement (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Long-term Debt, Gross | $2,346,488,000 | $2,500,434,000 | ||
2011 Senior Credit Agreement [Member] | ||||
Write off of Deferred Debt Issuance Cost | 8,000,000 | |||
Revolving Credit Facility 2014 [Member] | ||||
Debt Instrument, Initial Face Value | 300,000,000 | |||
Senior Term Loan [Member] | ||||
Long-term Debt, Gross | 0 | 398,438,000 | ||
Senior Term Loan [Member] | 2012 Senior Credit Agreement [Member] | ||||
Balance at time of refinancing | 383,000,000 | |||
Debt Instrument, Interest Rate at Period End | 1.96% | |||
Current Credit Facility [Member] | 2012 Senior Credit Agreement [Member] | ||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | |||
Debt Instrument, Description of Variable Rate Basis | 0.0175 | |||
Senior Term Loan, due 2019 [Domain] | ||||
Debt Instrument, Initial Face Value | 400,000,000 | |||
Long-term Debt, Maturities, Repayment Terms | 20 | |||
Amortization of Financing Costs | 1,000,000 | 1,000,000 | 300,000 | |
Long-term Debt, Gross | $395,000,000 | $0 |
Debt_775_Senior_Subordinated_N
Debt 7.75% Senior Subordinated Notes (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Long-term Debt, Gross | $2,346,488,000 | $2,500,434,000 | |
Debt Instrument, Repurchased Face Amount | 150,000,000 | ||
Gains (Losses) on Extinguishment of Debt | 69,381,000 | 56,280,000 | 47,558,000 |
Current Fiscal Year End Date | -19 | ||
7.75% Senior Subordinated Notes, Due 2020 [Member] | |||
Long-term Debt, Gross | 0 | 400,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 7.75% | ||
Debt Instrument, Repurchased Face Amount | 400,000,000 | ||
Cash Paid for Debt Repurchased | 429,000,000 | ||
Gains (Losses) on Extinguishment of Debt | 29,000,000 | 19,000,000 | |
Deferred Finance Costs, Gross | 13,000,000 | ||
Amortization of Financing Costs | 1,000,000 | 1,000,000 | 1,000,000 |
Write off of Deferred Debt Issuance Cost | 5,000,000 | 2,000,000 | |
Initial 7.75% Swap Agreement [Member] | |||
Gains (Losses) on Extinguishment of Debt | -18,000,000 | ||
Initial 7.75% Swap Agreement [Member] | 7.75% Senior Subordinated Notes, Due 2020 [Member] | |||
Derivative, Basis Spread on Variable Rate | 3.87% | ||
Additional 7.75% swap agreement [Member] | |||
Gains (Losses) on Extinguishment of Debt | $5,000,000 | ||
Additional 7.75% swap agreement [Member] | 7.75% Senior Subordinated Notes, Due 2020 [Member] | |||
Derivative, Basis Spread on Variable Rate | 5.32% |
Debt_475_Senior_Notes_due_2022
Debt 4.75% Senior Notes, due 2022 (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Long-term Debt, Gross | $2,346,488,000 | $2,500,434,000 |
Current Fiscal Year End Date | -19 | |
4.75% Senior Notes, due 2022 [Member] | ||
Long-term Debt, Gross | 400,000,000 | 0 |
Debt Instrument, Initial Face Value | 400,000,000 | |
Deferred Finance Costs, Gross | $6,000,000 |
Debt_500_Senior_Notes_Due_2024
Debt 5.00% Senior Notes, Due 2024 (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Long-term Debt, Gross | $2,346,488,000 | $2,500,434,000 |
Current Fiscal Year End Date | -19 | |
5.00% Senior Notes, due 2024 [Member] | ||
Long-term Debt, Gross | 300,000,000 | 0 |
Debt Instrument, Initial Face Value | 300,000,000 | |
Deferred Finance Costs, Gross | $4,000,000 |
Debt_375_Convertible_Senior_Su
Debt 3.75% Convertible Senior Subordinated Notes (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Long-term Debt, Gross | $2,346,488,000 | $2,500,434,000 | |
Debt Instrument, Repurchased Face Amount | 150,000,000 | ||
Gains (Losses) on Extinguishment of Debt | 69,381,000 | 56,280,000 | 47,558,000 |
Current Fiscal Year End Date | -19 | ||
3.75% Convertible Senior Subordinated Notes Due 2042 [Member] | |||
Debt Instrument, Face Amount | 390,000,000 | ||
Long-term Debt, Gross | 0 | 390,000,000 | |
Debt Instrument, Repurchased Face Amount | 103,000,000 | ||
Cash Paid for Debt Repurchased | 177,000,000 | ||
Debt Conversion, Original Debt, Amount | 287,000,000 | ||
Debt Conversion, cash paid | 304,000,000 | ||
Debt Conversion, Converted Instrument, Shares Issued | 2,900,000 | ||
Gains (Losses) on Extinguishment of Debt | 37,000,000 | 33,000,000 | |
Deferred Finance Costs, Gross | 3,000,000 | ||
Write Off Of Deferred Debt Issuance Cost | 3,000,000 | ||
3.75% Convertible Senior Subordinated Notes, due 2025 [Member] | |||
Debt Instrument, Interest Rate, Stated Percentage | 3.75% | ||
Convertible Debt, initial conversion rate | 37.25 | ||
Long-term Debt, Gross | 79,972,000 | 132,408,000 | |
Debt Instrument, Repurchased Face Amount | 52,000,000 | 5,000,000 | |
Cash Paid for Debt Repurchased | 134,000,000 | ||
Gains (Losses) on Extinguishment of Debt | 8,000,000 | 26,000,000 | |
Debt Instrument, Convertible, Conversion Price | $26.84 | ||
Percent stock price closes above conversion price for option of conversion | 130.00% | ||
Deferred Finance Costs, Gross | 9,000,000 | ||
Extinguishment of Debt, Amount | 180,000,000 | 257,000,000 | |
Write Off Of Deferred Debt Issuance Cost | $1,000,000 | $2,000,000 | $4,000,000 |
Debt_350_Convertible_Senior_De
Debt 3.50% Convertible Senior Debentures Due 2044 (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Long-term Debt, Gross | $2,346,488,000 | $2,500,434,000 |
Current Fiscal Year End Date | -19 | |
3.5% Convertible senior subordinated debt [Domain] | ||
Long-term Debt, Gross | 424,250,000 | 424,250,000 |
Debt Instrument, Interest Rate, Stated Percentage | 3.50% | |
Convertible Debt, initial conversion rate | 14.29 | |
Debt Instrument, Convertible, Conversion Price | $70 | |
Deferred Finance Costs, Gross | $3,000,000 |
Debt_400_Junior_Subordinated_C
Debt 4.00% Junior Subordinated Convertible Debentures (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Long-term Debt, Gross | $2,346,488,000 | $2,500,434,000 | |
Gains (Losses) on Extinguishment of Debt | 69,381,000 | 56,280,000 | 47,558,000 |
Current Fiscal Year End Date | -19 | ||
4.00% Junior Subordinated Convertible Debentures, due 2033 [Member] | |||
Long-term Debt, Gross | 306,683,000 | 307,153,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | ||
Debt Conversion, Converted Instrument, Amount | 334,000,000 | ||
Gains (Losses) on Extinguishment of Debt | 1,000,000 | ||
Convertible Debt, initial conversion rate | 1.22 | ||
Remaining Liquidation Amount of Old Trust Piers | 10,000,000 | ||
Debt Instrument, Convertible, Conversion Price | $40.82 | ||
Deferred Finance Costs, Gross | 6,000,000 | ||
4% debt Series B [Member] | |||
Write off of Deferred Debt Issuance Cost | 1,000,000 | ||
June 15, 2013 - September 14, 2013 [Domain] | |||
Debt instrument, convertible, contingent interest rate | 0.13% | ||
Contingent Interest, Trading Price Period End Date | 13-Jun-13 | ||
contingent cash interest paid per stated liquidation amount | 0.07 | ||
Contingent Interest, Payment Date | 16-Sep-13 | ||
September 15, 2013 - December 14, 2013 [Domain] | |||
Contingent Interest, Trading Price Period End Date | 12-Sep-13 | ||
contingent cash interest paid per stated liquidation amount | 0.09 | ||
Contingent Interest, Payment Date | 16-Dec-13 | ||
December 15, 2013 - March 14, 2014 [Domain] | |||
Contingent Interest, Trading Price Period End Date | 12-Dec-13 | ||
contingent cash interest paid per stated liquidation amount | 0.09 | ||
Contingent Interest, Payment Date | 17-Mar-14 | ||
March 15, 2014 - June 14, 2014 [Domain] | |||
Contingent Interest, Trading Price Period End Date | 13-Mar-14 | ||
contingent cash interest paid per stated liquidation amount | 0.09 | ||
Contingent Interest, Payment Date | 16-Jun-14 | ||
June 15, 2014 - September 15, 2015 [Domain] | |||
Contingent Interest, Trading Price Period End Date | 12-Jun-14 | ||
contingent cash interest paid per stated liquidation amount | 0.09 | ||
Contingent Interest, Payment Date | 15-Sep-14 | ||
September 14, 2014 - December 14, 2014 [Domain] | |||
Contingent Interest, Trading Price Period End Date | 12-Sep-14 | ||
contingent cash interest paid per stated liquidation amount | 0.1 | ||
Contingent Interest, Payment Date | 15-Dec-14 | ||
December 15, 2014 - March 14, 2015 [Domain] | |||
Contingent Interest, Trading Price Period End Date | 11-Dec-14 | ||
contingent cash interest paid per stated liquidation amount | 0.11 | ||
Contingent Interest, Payment Date | 16-Mar-15 | ||
4% debt Series B [Member] | 4.00% Junior Subordinated Convertible Debentures, due 2033 [Member] | |||
Long-term Debt, Gross | 297,000,000 | ||
Debt Conversion, Converted Instrument, Amount | 400,000 | 37,000,000 | |
4% Debt Series A [Member] | 4.00% Junior Subordinated Convertible Debentures, due 2033 [Member] | |||
Debt Conversion, Converted Instrument, Amount | $1,000,000 |
Debt_325_Convertible_Senior_De
Debt 3.25% Convertible Senior Debentures (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Gains (Losses) on Extinguishment of Debt | $69,381,000 | $56,280,000 | $47,558,000 |
Long-term Debt, Gross | 2,346,488,000 | 2,500,434,000 | |
3.25% Convertible Senior Debentures, Due 2035 [Member] | |||
Amortization of Financing Costs | 1,000,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 3.25% | ||
Deferred Finance Costs, Gross | 17,000,000 | ||
Total consideration to complete debt extinguishment | 25,000,000 | ||
Percent threshold average share price after stated period to allow cash distribution | 120.00% | ||
Percent stock price closes above conversion price for option of conversion | 130.00% | ||
Gains (Losses) on Extinguishment of Debt | 2,000,000 | ||
Long-term Debt, Gross | $427,500,000 |
Debt_Convertible_Debt_Details_
Debt Convertible Debt Details (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Cash Tax Benefit of Convertible Debt | $33,000,000 | $29,000,000 | $21,000,000 |
Cumulative Cash Tax Benefit of Convertible Debt | 199,000,000 | ||
3.75% Convertible Senior Subordinated Notes, due 2025 [Member] | |||
Debt Instrument, Convertible, Carrying Amount of Equity Component | 6,913,000 | ||
Debt Instrument, Convertible, Remaining Discount Amortization Period | 11 years 0 days | ||
Debt Instrument, Interest Rate at Period End | 8.25% | ||
4.00% Junior Subordinated Convertible Debentures, due 2033 [Member] | |||
Debt Instrument, Convertible, Carrying Amount of Equity Component | 118,348,000 | ||
Debt Instrument, Convertible, Remaining Discount Amortization Period | 18 years 183 days | ||
Debt Instrument, Interest Rate at Period End | 8.01% | ||
3.25% Convertible Senior Debentures, Due 2035 [Member] | |||
Debt Instrument, Convertible, Carrying Amount of Equity Component | 233,901,000 | ||
Debt Instrument, Convertible, Remaining Discount Amortization Period | 1 year | ||
Debt Instrument, Interest Rate at Period End | 7.63% | ||
3.25% Convertible Senior Subordinated Exchange Debentures, due 2035 [Member] | |||
Debt Instrument, Convertible, Carrying Amount of Equity Component | 25,259,000 | ||
Debt Instrument, Convertible, Remaining Discount Amortization Period | 6 years 91 days | ||
Debt Instrument, Interest Rate at Period End | 5.24% | ||
3.5% Convertible senior subordinated debt [Domain] | |||
Debt Instrument, Convertible, Carrying Amount of Equity Component | $208,200,000 | ||
Debt Instrument, Convertible, Remaining Discount Amortization Period | 29 years 55 days | ||
Debt Instrument, Interest Rate at Period End | 7.70% |
Debt_Debt_Fair_Value_Disclosur
Debt Debt Fair Value Disclosure (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Long-term Debt, Gross | $2,346,488 | $2,500,434 |
Long-term Debt | 2,346,488 | |
Debt Instrument, Unamortized Discount | 382,212 | 573,082 |
3.75% Convertible Senior Subordinated Notes Due 2042 [Member] | ||
Long-term Debt, Gross | 0 | 390,000 |
Long-term Debt, Fair Value | 0 | 592,800 |
Long-term Debt | 0 | 225,014 |
Debt Instrument, Unamortized Discount | 0 | 164,986 |
7.75% Senior Subordinated Notes, Due 2020 [Member] | ||
Long-term Debt, Gross | 0 | 400,000 |
Long-term Debt, Fair Value | 0 | 435,800 |
3.75% Convertible Senior Subordinated Notes, due 2025 [Member] | ||
Long-term Debt, Gross | 79,972 | 132,408 |
Long-term Debt, Fair Value | 211,900 | 306,500 |
Long-term Debt | 54,148 | 87,310 |
Debt Instrument, Unamortized Discount | 25,824 | 45,098 |
4.00% Junior Subordinated Convertible Debentures, due 2033 [Member] | ||
Long-term Debt, Gross | 306,683 | 307,153 |
Long-term Debt, Fair Value | 550,200 | 455,900 |
Long-term Debt | 188,550 | 186,136 |
Debt Instrument, Unamortized Discount | 118,133 | 121,017 |
3.25% Convertible Senior Debentures, Due 2035 [Member] | ||
Long-term Debt, Gross | 427,500 | |
Long-term Debt, Fair Value | 197,000 | 457,400 |
Long-term Debt | 178,284 | 393,126 |
Debt Instrument, Unamortized Discount | 7,749 | 34,374 |
3.50% Convertible Senior Subordianted Notes, Due 2044 [Member] | ||
Long-term Debt, Gross | 424,250 | 424,250 |
Long-term Debt, Fair Value | 507,000 | 428,500 |
Long-term Debt | 218,474 | 216,643 |
Debt Instrument, Unamortized Discount | $205,776 | $207,607 |
Stock_Based_Compensation_Stock1
Stock Based Compensation Stock Based Compensation (Details) (USD $) | 12 Months Ended | ||
Share data in Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Stock-Based Compensation [Abstract] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 6 | ||
Stock or Unit Option Plan Expense | $1,000,000 | $1,000,000 | $1,000,000 |
Stock Issued During Period, Value, Restricted Stock Award, Gross | 19,000,000 | 18,000,000 | 15,000,000 |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | 27,000,000 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 190 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 5 years 259 days | ||
expense relating to vesting of stock options | 1,000,000 | 1,000,000 | 2,000,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Total Intrinsic Value | 8,000,000 | 8,000,000 | 12,000,000 |
Percent of salary maximum contribution employee stock purchase plan | 6.00% | ||
Maximum contribution to employee stock purchase plan | 20,000 | ||
expense relating to vesting of stock awards | $19,000,000 | $12,000,000 | $18,000,000 |
Stock_Based_Compensation_Stock2
Stock Based Compensation Stock Based Compensation Assumptions (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Stock-Based Compensation [Abstract] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 22.30% | 27.10% | 33.60% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.80% | 1.40% | 0.70% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 1.30% | 1.20% | 1.70% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 4 years 212 days | 4 years 292 days | 5 years |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $12.47 | $12.03 | $9.72 |
Stock_Based_Compensation_Summa
Stock Based Compensation Summary of Stock Option Activity (Details) (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Stock-Based Compensation [Abstract] | ||
Options, outstanding, end of year (in shares) | 461 | 766 |
Options, outstanding, end of year (in dollars per share) | $38.78 | $36.43 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 70 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $62.49 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | -337 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $38.27 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | -38 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $39.15 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 213 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $33.84 |
Stock_Based_Compensation_Optio
Stock Based Compensation Options Outstanding and Exercisable by Range of Exercise Prices (Details) (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 461 | 766 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 5 years 259 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $38.78 | $36.43 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 213 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 3 years 88 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $33.84 | |
$20.87 - $32.71 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 187 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 5 years 84 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $26.96 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 115 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years 99 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $25.24 | |
$32.72 - $44.56 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 146 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 5 years 215 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $36.92 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 56 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 2 years 307 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $36.59 | |
$44.57 - $56.41 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 64 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 4 years 55 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $54 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 38 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 332 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $53.33 | |
$56.42 - $68.23 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 64 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 8 years 343 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $62.42 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 4 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 1 year 66 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $57.98 |
Stock_Based_Compensation_Summa1
Stock Based Compensation Summary of Non Vested Restricted Stock Awards (Details) (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Stock-Based Compensation [Abstract] | ||
Nonvested shares, end of year (in shares) | 954 | 1,423 |
Nonvested shares, end of year (in dollars per share) | $43.07 | $33.33 |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 350 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $59.34 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | -586 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $31.81 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | -233 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $36.35 |
Employee_Benefit_Plans_Details
Employee Benefit Plans (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Rate | Rate | Rate | |
Actuarial assumption used to calculate benefit obligation, expected rate of return on assets | 4.00% | 4.00% | 6.00% |
Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets, Aggregate Projected Benefit Obligation | ($4) | ($2) | |
Current Fiscal Year End Date | -19 | ||
Defined Benefit Plan, Accumulated Benefit Obligation | 8 | 6 | |
Defined Benefit Plan, Fair Value of Plan Assets | 4 | 4 | |
Defined Benefit Plan, Contributions by Employer | 0.1 | 0.2 | |
Defined Contribution Plan, Cost Recognized | 11 | 11 | 8 |
Defined Benefit Plan, Net Periodic Benefit Cost | 0.4 | 0.4 | 0.3 |
Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets, Aggregate Projected Benefit Obligation | $0.30 | ||
Actualrial Assumptions used to calulate benefit obligation, discount rate | 3.80% | 4.70% |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Rate | Rate | Rate | ||||||||||
Income Tax Provision [Abstract] | ||||||||||||
Current Income Tax Expense (Benefit) | $20,454,000 | $27,160,000 | $7,962,000 | |||||||||
Deferred Income Tax Expense (Benefit) | 92,700,000 | 61,932,000 | 95,327,000 | |||||||||
Income Tax Expense (Benefit) | -4,487,000 | 38,948,000 | 39,020,000 | 39,673,000 | 55,088,000 | -26,350,000 | 29,754,000 | 30,600,000 | 113,154,000 | 89,092,000 | 103,289,000 | |
Tax Benefit from Stock Options Exercised | 9,000,000 | 200,000 | 3,000,000 | |||||||||
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract] | ||||||||||||
Income Tax Reconciliation, Income Tax Expense (Benefit), at Federal Statutory Income Tax Rate | 104,086,000 | 60,897,000 | 96,331,000 | |||||||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate | 35.00% | 35.00% | 35.00% | |||||||||
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | -4,524,000 | 3,122,000 | 535,000 | |||||||||
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent | -1.50% | 1.80% | 0.20% | |||||||||
income tax reconciliation, state, local and foreign income taxes, net of federal income tax benefit | 11,233,000 | 8,142,000 | 9,491,000 | |||||||||
Effective Income Tax Reconciliation, state, local and foreign income taxes, net of federal income tax benefit | 3.80% | 4.70% | 3.40% | |||||||||
Effective Income Tax Rate Reconciliation, Expiration of NOL, amount | 5,812,000 | 0 | 0 | |||||||||
Effective Income Tax Rate Reconciliation, Expiration of NOL, rate | 2.00% | 0.00% | 0.00% | |||||||||
Income Tax Reconciliation, Tax Settlements | -2,619,000 | 17,136,000 | 0 | |||||||||
Effective Income Tax Rate Reconciliation, Tax Settlements | -0.90% | 9.80% | 0.00% | |||||||||
Income Tax Reconciliation, Other Adjustments | -834,000 | -205,000 | -3,068,000 | |||||||||
Effective Income Tax Rate Reconciliation, Other Adjustments | -0.30% | -0.10% | -1.10% | |||||||||
Effective Income Tax Rate, Continuing Operations | 38.10% | 51.20% | 37.50% | |||||||||
Income Taxes Paid | 56,000,000 | 12,000,000 | 44,000,000 | |||||||||
Deferred Tax Assets, Valuation Allowance | 95,712,000 | 24,159,000 | 95,712,000 | 24,159,000 | ||||||||
Current Fiscal Year End Date | -19 | |||||||||||
Valuation Allowance, Deferred Tax Asset, Explanation of Change | 71553 | |||||||||||
Unrecognized Tax Benefits | $16,465,000 | $14,822,000 | $16,465,000 | $14,822,000 | $14,216,000 | $17,091,000 |
Income_Taxes_Deferred_Tax_Asse
Income Taxes Deferred Tax Assets and Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Accounts receivable reserves | $66,102,000 | $77,610,000 |
Net operating loss (bNOLb) carryforwards | 144,953,000 | 76,809,000 |
Accrued liabilities | 67,549,000 | 116,162,000 |
Other | 19,996,000 | 18,030,000 |
Gross deferred tax assets, net of valuation allowances | 298,600,000 | 288,611,000 |
Valuation allowances | -95,712,000 | -24,159,000 |
Gross deferred tax assets, net of valuation allowances | 202,888,000 | 264,452,000 |
Amortization of intangibles | 643,862,000 | 623,087,000 |
Contingent convertible debentures interest | 349,892,000 | 412,305,000 |
Fixed assets and depreciation methods | 39,795,000 | 73,538,000 |
Subsidiary stock basis | 10,810,000 | 10,776,000 |
Other | 35,576,000 | 22,385,000 |
Gross deferred tax liabilities | 1,079,935,000 | 1,142,091,000 |
deferred tax benefit, ferderal, state and foreign | 145,000,000 | |
deferred federal tax asset, net | 23,000,000 | |
deferred state tax asset, net | 41,000,000 | |
deferred foreign tax asset, net | 81,000,000 | |
Capital Loss Carryforward [Member] | ||
Valuation allowances | -81,000,000 | |
Capital Loss Carryforward [Member] | Hospice Disposal Group [Member] [Member] | ||
Valuation allowances | -76,000,000 | |
State Net Operating loss [Member] | ||
Valuation allowances | ($15,000,000) |
Income_Taxes_Uncertain_Tax_Pos
Income Taxes Uncertain Tax Positions (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Taxes [Abstract] | ||||
Unrecognized Tax Benefits | $16,465,000 | $14,822,000 | $14,216,000 | $17,091,000 |
Unrecognized Tax Benefits, Increases Resulting from Current Period Tax Positions | 100,000 | 1,440,000 | 1,845,000 | |
Unrecognized Tax Benefits, Increases Resulting from Prior Period Tax Positions | 6,618,000 | 8,114,000 | 2,050,000 | |
Unrecognized Tax Benefits, Decreases Resulting from Prior Period Tax Positions | -581,000 | -3,023,000 | -3,051,000 | |
Unrecognized Tax Benefits, Decreases Resulting from Settlements with Taxing Authorities | -4,412,000 | -4,602,000 | -3,410,000 | |
Unrecognized Tax Benefits, Reductions Resulting from Lapse of Applicable Statute of Limitations | -82,000 | -1,323,000 | -309,000 | |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 12,000,000 | |||
Cash paid for interest, net of federal tax benefit and penalties accrued | -1,000,000 | -1,000,000 | -100,000 | |
Deferred Tax Assets, Valuation Allowance | 95,712,000 | 24,159,000 | ||
Unrecognized tax benefits, current | 11,000,000 | |||
Unrecognized tax benefits, noncurrent | 5,000,000 | |||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $1,000,000 | $2,000,000 | $3,000,000 |
Earnings_Loss_Per_Share_Data_D
Earnings (Loss) Per Share Data (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Earnings (loss) per common share - Basic: | |||||||||||
Income from continuing operations | ($8,749) | $68,077 | $61,246 | $63,638 | $58,627 | ($69,351) | $47,302 | $48,314 | $184,212 | $84,892 | $171,943 |
Loss from discontinued operations | 2,700 | -3,246 | -39,275 | 136 | -142,323 | 3,042 | 4,917 | 6,040 | -39,685 | -128,324 | 22,931 |
Net income (loss) | -6,049 | 64,831 | 21,971 | 63,774 | -83,696 | -66,309 | 52,219 | 54,354 | 144,527 | -43,432 | 194,874 |
Common shares (in shares) | 97,538,000 | 97,019,000 | 96,999,000 | 98,566,000 | 100,470,000 | 101,811,000 | 102,867,000 | 103,210,000 | 97,524,000 | 102,080,000 | 109,531,000 |
Basic earnings per share, continuing operations (per share) | ($0.09) | $0.70 | $0.63 | $0.65 | $0.58 | ($0.68) | $0.46 | $0.47 | $1.89 | $0.83 | $1.57 |
Basic earnings per share, discontinued operations (per share) | $0.03 | ($0.03) | ($0.40) | $0 | ($1.42) | $0.03 | $0.05 | $0.06 | ($0.41) | ($1.26) | $0.21 |
Earnings Per Share, Basic | ($0.06) | $0.67 | $0.23 | $0.65 | ($0.83) | ($0.65) | $0.51 | $0.53 | $1.48 | ($0.43) | $1.78 |
Effect of Dilutive Securities [Abstract] | |||||||||||
Stock options, warrants and awards | 0 | 0 | 0 | ||||||||
Interest Income Convertible Securities | 264 | 281 | 284 | ||||||||
convertible debentures, common shares (in shares) | 8,129,000 | 6,736,000 | 2,891,000 | ||||||||
Stock options, warrants and awards, common shares (in shares) | 575,000 | 633,000 | 566,000 | ||||||||
Diluted EPS [Abstract] | |||||||||||
Loss from discontinued operations | 2,700 | -3,246 | -39,275 | 136 | -142,323 | 3,042 | 4,917 | 6,040 | -39,685 | -128,324 | 22,931 |
Net income plus assumed conversions | 144,791 | -43,151 | 195,158 | ||||||||
Diluted shares (in shares) | 97,538,000 | 105,548,000 | 106,054,000 | 107,767,000 | 108,980,000 | 101,811,000 | 109,931,000 | 107,466,000 | 106,228,000 | 109,449,000 | 112,988,000 |
Diluted earnings per share, continuing operations plus assumed conversions (per share) | ($0.09) | $0.65 | $0.58 | $0.59 | $0.54 | ($0.68) | $0.43 | $0.45 | $1.74 | $0.78 | $1.52 |
Diluted earnings per share, discontinued operations (per share) | $0.03 | ($0.03) | ($0.37) | $0 | ($1.31) | $0.03 | $0.04 | $0.06 | ($0.37) | ($1.17) | $0.20 |
Earnings Per Share, Diluted | ($0.06) | $0.61 | $0.21 | $0.59 | ($0.77) | ($0.65) | $0.48 | $0.51 | $1.36 | ($0.39) | $1.73 |
Income from continuing operations plus assumed conversions | $184,476 | $85,173 | $172,227 | ||||||||
Aggregate number of stock options, warrants and awards excluded from the computation of diluted EPS (in shares) | 1,000,000 | 2,000,000 | |||||||||
3.75% Convertible Senior Subordinated Notes, due 2025 [Member] | |||||||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Debt Instrument, Convertible, Conversion Price | $26.84 | $26.84 | |||||||||
4.00% Junior Subordinated Convertible Debentures, due 2033 [Member] | |||||||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Debt Instrument, Convertible, Conversion Price | $40.82 | $40.82 | |||||||||
3.25% Convertible Senior Debentures, Due 2035 [Member] | |||||||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Debt Instrument, Convertible, Conversion Price | $77 | $77 | |||||||||
3.25% Convertible Senior Subordinated Exchange Debentures, due 2035 [Member] | |||||||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Debt Instrument, Convertible, Conversion Price | $77 | $77 | |||||||||
3.5% Convertible senior subordinated debt [Domain] | |||||||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Debt Instrument, Convertible, Conversion Price | $70 | $70 |
Restructuring_and_Other_Relate2
Restructuring and Other Related Charges (Details) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | |
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Other Cost and Expense, Operating | $113,694,000 | $3,999,000 | $11,284,000 | $10,276,000 | $2,896,000 | $61,632,000 | $31,268,000 | $4,006,000 | $139,253,000 | $99,802,000 | $65,713,000 | |
Company-wide Reorganization Plan [Member] | ||||||||||||
Restructuring liabilities [Roll Forward] | ||||||||||||
Restructuring liabilities, beginning | 4,508,000 | 7,122,000 | 4,508,000 | 7,122,000 | ||||||||
Restructuring liabilities, utilized | -2,002,000 | -2,614,000 | ||||||||||
Restructuring liabilities, ending | 2,506,000 | 4,508,000 | 2,506,000 | 4,508,000 | ||||||||
Restructuring and Related Cost, Cost Incurred to Date | 12,000,000 | 12,000,000 | ||||||||||
Restructuring and Other Related Charges [Member] | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Other Cost and Expense, Operating | 566,000 | 0 | 8,956,000 | |||||||||
Restructuring and Other Related Charges [Member] | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring Charges | 9,000,000 | |||||||||||
Contract Termination [Member] | Company-wide Reorganization Plan [Member] | ||||||||||||
Restructuring liabilities [Roll Forward] | ||||||||||||
Restructuring liabilities, beginning | 4,446,000 | 6,755,000 | 4,446,000 | 6,755,000 | ||||||||
Restructuring liabilities, utilized | -1,966,000 | -2,309,000 | ||||||||||
Restructuring liabilities, ending | 2,480,000 | 4,446,000 | 2,480,000 | 4,446,000 | ||||||||
Other assets, fees and facility exit costs [Member] | Company-wide Reorganization Plan [Member] | ||||||||||||
Restructuring liabilities [Roll Forward] | ||||||||||||
Restructuring liabilities, beginning | 62,000 | 367,000 | 62,000 | 367,000 | ||||||||
Restructuring liabilities, utilized | -36,000 | -305,000 | ||||||||||
Restructuring liabilities, ending | $26,000 | $62,000 | $26,000 | $62,000 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Loss Contingencies [Line Items] | |||||||||||
Litigation And Other Professional Fees | $15,351 | $12,868 | $7,547 | $7,052 | ($2,150) | $143,484 | $3,512 | $22,619 | $42,818 | $167,465 | $49,375 |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Reporting Information [Line Items] | |||||||||||
Revenue, Net | $1,627,938 | $1,608,055 | $1,610,584 | $1,571,038 | $1,536,169 | $1,515,168 | $1,503,116 | $1,458,945 | $6,417,615 | $6,013,398 | $5,878,464 |
Depreciation and amortization expense | -132,294 | -132,960 | -128,537 | ||||||||
Litigation And Other Professional Fees | -15,351 | -12,868 | -7,547 | -7,052 | 2,150 | -143,484 | -3,512 | -22,619 | -42,818 | -167,465 | -49,375 |
Other miscellaneous charges, net | -139,253 | -99,802 | -65,713 | ||||||||
Operating Income (Loss) | 28,573 | 135,742 | 130,246 | 132,752 | 143,574 | -60,776 | 106,680 | 108,376 | 427,313 | 297,854 | 410,335 |
Long Term Care Group [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue, Net | 4,750,121 | 4,627,871 | 4,789,551 | ||||||||
Depreciation and amortization expense | -69,089 | -71,310 | -69,582 | ||||||||
Litigation And Other Professional Fees | -42,818 | -167,465 | -49,175 | ||||||||
Other miscellaneous charges, net | -73,248 | -45,950 | -2,568 | ||||||||
Operating Income (Loss) | 516,086 | 420,646 | 562,379 | ||||||||
specialty care group [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue, Net | 1,667,152 | 1,384,003 | 1,078,627 | ||||||||
Depreciation and amortization expense | -4,498 | -4,539 | -8,431 | ||||||||
Litigation And Other Professional Fees | 0 | 0 | -200 | ||||||||
Other miscellaneous charges, net | -566 | 0 | 0 | ||||||||
Operating Income (Loss) | 136,373 | 113,243 | 92,671 | ||||||||
Corporate/Other [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue, Net | 342 | 1,524 | 10,286 | ||||||||
Depreciation and amortization expense | -58,707 | -57,111 | -50,524 | ||||||||
Litigation And Other Professional Fees | 0 | 0 | 0 | ||||||||
Other miscellaneous charges, net | -65,439 | -53,852 | -63,145 | ||||||||
Operating Income (Loss) | ($225,146) | ($236,035) | ($244,715) |
Summary_of_Quarterly_Results_D
Summary of Quarterly Results (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Summary of Quarterly Results [Abstract] | |||||||||||
Revenue, Net | $1,627,938 | $1,608,055 | $1,610,584 | $1,571,038 | $1,536,169 | $1,515,168 | $1,503,116 | $1,458,945 | $6,417,615 | $6,013,398 | $5,878,464 |
Cost of Goods and Services Sold | 1,273,538 | 1,256,595 | 1,256,354 | 1,212,584 | 1,176,497 | 1,163,197 | 1,143,601 | 1,109,241 | 4,999,071 | 4,592,536 | 4,483,042 |
Gross Profit | 354,400 | 351,460 | 354,230 | 358,454 | 359,672 | 351,971 | 359,515 | 349,704 | 1,418,544 | 1,420,862 | 1,395,422 |
Selling, General and Administrative Expense | 174,884 | 178,940 | 184,063 | 186,813 | 190,904 | 182,668 | 191,915 | 190,693 | 724,700 | 756,180 | 772,004 |
Provision for Doubtful Accounts | 21,898 | 19,911 | 21,090 | 21,561 | 24,448 | 24,963 | 26,140 | 24,010 | 84,460 | 99,561 | 97,995 |
Litigation And Other Professional Fees | 15,351 | 12,868 | 7,547 | 7,052 | -2,150 | 143,484 | 3,512 | 22,619 | 42,818 | 167,465 | 49,375 |
Other Cost and Expense, Operating | 113,694 | 3,999 | 11,284 | 10,276 | 2,896 | 61,632 | 31,268 | 4,006 | 139,253 | 99,802 | 65,713 |
Operating Income (Loss) | 28,573 | 135,742 | 130,246 | 132,752 | 143,574 | -60,776 | 106,680 | 108,376 | 427,313 | 297,854 | 410,335 |
Interest Income (Expense), Net | -41,809 | -28,717 | -29,980 | -29,441 | -29,859 | -34,925 | -29,624 | -29,462 | -129,947 | -123,870 | -135,103 |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest | -13,236 | 107,025 | 100,266 | 103,311 | 113,715 | -95,701 | 77,056 | 78,914 | 297,366 | 173,984 | 275,232 |
Income Tax Expense (Benefit) | -4,487 | 38,948 | 39,020 | 39,673 | 55,088 | -26,350 | 29,754 | 30,600 | 113,154 | 89,092 | 103,289 |
Income (loss) from continuing operations | -8,749 | 68,077 | 61,246 | 63,638 | 58,627 | -69,351 | 47,302 | 48,314 | 184,212 | 84,892 | 171,943 |
Loss from discontinued operations | 2,700 | -3,246 | -39,275 | 136 | -142,323 | 3,042 | 4,917 | 6,040 | -39,685 | -128,324 | 22,931 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | -6,049 | 64,831 | 21,971 | 63,774 | -83,696 | -66,309 | 52,219 | 54,354 | 144,527 | -43,432 | 194,874 |
Income (Loss) from Continuing Operations, Per Basic Share | ($0.09) | $0.70 | $0.63 | $0.65 | $0.58 | ($0.68) | $0.46 | $0.47 | $1.89 | $0.83 | $1.57 |
Basic earnings per share, discontinued operations (per share) | $0.03 | ($0.03) | ($0.40) | $0 | ($1.42) | $0.03 | $0.05 | $0.06 | ($0.41) | ($1.26) | $0.21 |
Earnings Per Share, Basic | ($0.06) | $0.67 | $0.23 | $0.65 | ($0.83) | ($0.65) | $0.51 | $0.53 | $1.48 | ($0.43) | $1.78 |
Income (Loss) from Continuing Operations, Per Diluted Share | ($0.09) | $0.65 | $0.58 | $0.59 | $0.54 | ($0.68) | $0.43 | $0.45 | $1.74 | $0.78 | $1.52 |
Income (Loss) from Discontinued Operations, Net of Tax, Per Diluted Share | $0.03 | ($0.03) | ($0.37) | $0 | ($1.31) | $0.03 | $0.04 | $0.06 | ($0.37) | ($1.17) | $0.20 |
Earnings Per Share, Diluted | ($0.06) | $0.61 | $0.21 | $0.59 | ($0.77) | ($0.65) | $0.48 | $0.51 | $1.36 | ($0.39) | $1.73 |
Dividends per common share | $0.22 | $0.20 | $0.20 | $0.20 | $0.20 | $0.14 | $0.14 | $0.14 | $0.82 | $0.62 | |
Weighted Average Number of Shares Outstanding, Basic | 97,538 | 97,019 | 96,999 | 98,566 | 100,470 | 101,811 | 102,867 | 103,210 | 97,524 | 102,080 | 109,531 |
Weighted Average Number of Shares Outstanding, Diluted | 97,538 | 105,548 | 106,054 | 107,767 | 108,980 | 101,811 | 109,931 | 107,466 | 106,228 | 109,449 | 112,988 |
Comprehensive income | ($6,939) | $65,170 | $22,015 | $63,997 | ($83,323) | ($66,305) | $52,145 | $54,330 | $144,243 | ($43,153) |
Guarantor_Subsidiaries_Schedul
Guarantor Subsidiaries (Schedule of Condensed Financial Statements) (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Summary Consolidating Statements of Income [Abstract] | ||||||||||||
Revenue, Net | $1,627,938 | $1,608,055 | $1,610,584 | $1,571,038 | $1,536,169 | $1,515,168 | $1,503,116 | $1,458,945 | $6,417,615 | $6,013,398 | $5,878,464 | |
Cost of Goods and Services Sold | 1,273,538 | 1,256,595 | 1,256,354 | 1,212,584 | 1,176,497 | 1,163,197 | 1,143,601 | 1,109,241 | 4,999,071 | 4,592,536 | 4,483,042 | |
Gross Profit | 354,400 | 351,460 | 354,230 | 358,454 | 359,672 | 351,971 | 359,515 | 349,704 | 1,418,544 | 1,420,862 | 1,395,422 | |
Selling, General and Administrative Expense | 174,884 | 178,940 | 184,063 | 186,813 | 190,904 | 182,668 | 191,915 | 190,693 | 724,700 | 756,180 | 772,004 | |
Provision for Doubtful Accounts | 21,898 | 19,911 | 21,090 | 21,561 | 24,448 | 24,963 | 26,140 | 24,010 | 84,460 | 99,561 | 97,995 | |
Litigation And Other Professional Fees | 15,351 | 12,868 | 7,547 | 7,052 | -2,150 | 143,484 | 3,512 | 22,619 | 42,818 | 167,465 | 49,375 | |
Other Cost and Expense, Operating | 113,694 | 3,999 | 11,284 | 10,276 | 2,896 | 61,632 | 31,268 | 4,006 | 139,253 | 99,802 | 65,713 | |
Operating Income (Loss) | 28,573 | 135,742 | 130,246 | 132,752 | 143,574 | -60,776 | 106,680 | 108,376 | 427,313 | 297,854 | 410,335 | |
Interest Income (Expense), Net | -41,809 | -28,717 | -29,980 | -29,441 | -29,859 | -34,925 | -29,624 | -29,462 | -129,947 | -123,870 | -135,103 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest | -13,236 | 107,025 | 100,266 | 103,311 | 113,715 | -95,701 | 77,056 | 78,914 | 297,366 | 173,984 | 275,232 | |
Income Tax Expense (Benefit) | -4,487 | 38,948 | 39,020 | 39,673 | 55,088 | -26,350 | 29,754 | 30,600 | 113,154 | 89,092 | 103,289 | |
Income (loss) from continuing operations | -8,749 | 68,077 | 61,246 | 63,638 | 58,627 | -69,351 | 47,302 | 48,314 | 184,212 | 84,892 | 171,943 | |
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 2,700 | -3,246 | -39,275 | 136 | -142,323 | 3,042 | 4,917 | 6,040 | -39,685 | -128,324 | 22,931 | |
Income (Loss) from Equity Method Investments | 0 | 0 | 0 | |||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | -6,049 | 64,831 | 21,971 | 63,774 | -83,696 | -66,309 | 52,219 | 54,354 | 144,527 | -43,432 | 194,874 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 144,243 | -43,153 | 194,744 | |||||||||
Condensed Consolidating Balance Sheets [Abstract] | ||||||||||||
Cash and Cash Equivalents, at Carrying Value | 153,799 | 356,001 | 153,799 | 356,001 | 444,620 | 577,528 | ||||||
Accounts Receivable, Net, Current | 578,761 | 695,684 | 578,761 | 695,684 | ||||||||
Inventory, Net | 519,584 | 512,418 | 519,584 | 512,418 | ||||||||
Deferred Tax Assets, Net of Valuation Allowance, Current | 59,200 | 135,094 | 59,200 | 135,094 | ||||||||
Other Assets, Current | 287,560 | 265,536 | 287,560 | 265,536 | ||||||||
Assets of Disposal Group, Including Discontinued Operation, Current | 0 | 49,995 | 0 | 49,995 | ||||||||
Assets, Current | 1,598,904 | 2,014,728 | 1,598,904 | 2,014,728 | ||||||||
Property, Plant and Equipment, Net | 267,753 | 305,888 | 267,753 | 305,888 | ||||||||
Goodwill | 4,061,806 | 4,057,456 | 4,061,806 | 4,057,456 | 4,061,303 | |||||||
Intangible Assets, Net (Excluding Goodwill) | 98,942 | 129,974 | 98,942 | 129,974 | ||||||||
Other Assets, Noncurrent | 80,385 | 96,722 | 80,385 | 96,722 | ||||||||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 0 | 0 | 0 | 0 | ||||||||
Disposal Group, Including Discontinued Operation, Assets, Noncurrent | 0 | 87,078 | 0 | 87,078 | ||||||||
Assets | 6,107,790 | 6,691,846 | 6,107,790 | 6,691,846 | ||||||||
Current liabilities of continuing operations | 420,914 | 587,107 | 420,914 | 587,107 | ||||||||
Debt, Current | 446,717 | 527,204 | 446,717 | 527,204 | ||||||||
Liabilities, Current | 867,631 | 1,133,157 | 867,631 | 1,133,157 | ||||||||
Liabilities of Disposal Group, Including Discontinued Operation, Current | 0 | 18,846 | 0 | 18,846 | ||||||||
Long-term Debt, Excluding Current Maturities | 1,517,559 | 1,418,819 | 1,517,559 | 1,418,819 | ||||||||
Deferred Tax Liabilities, Net, Noncurrent | 936,247 | 1,012,733 | 936,247 | 1,012,733 | ||||||||
Other Liabilities, Noncurrent | 45,926 | 53,835 | 45,926 | 53,835 | ||||||||
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent | 0 | 1,398 | 0 | 1,398 | ||||||||
Mezzanine Equity (Convertible Debt - Note 11) | 151,706 | 331,101 | 151,706 | 331,101 | ||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 2,588,721 | 2,740,803 | 2,588,721 | 2,740,803 | 3,505,712 | 3,795,436 | ||||||
Liabilities and Equity | 6,107,790 | 6,691,846 | 6,107,790 | 6,691,846 | ||||||||
Condensed Consolidating Statements of Cash Flows [Abstract] | ||||||||||||
Net Cash Provided by (Used in) Operating Activities | 492,590 | 467,060 | 544,484 | |||||||||
Payments to Acquire Businesses, Net of Cash Acquired | -1,613 | -3,895 | -34,873 | |||||||||
Divestiture of business, net | 71,194 | 11,658 | 19,207 | |||||||||
Payments to Acquire Property, Plant, and Equipment | -82,531 | -95,015 | -96,924 | |||||||||
Payments to Acquire Marketable Securities | 365 | 25,018 | ||||||||||
Proceeds from Sale and Maturity of Marketable Securities | 25,377 | |||||||||||
Consolidated Other Proceeds from (expenditures in) Investing Activities | -863 | 54 | -1,726 | |||||||||
Net Cash Provided by (Used in) Investing Activities | 11,564 | -87,563 | -139,334 | |||||||||
(Payments of) Proceeds from Revolving Credit Facility and Term Loans | -20,938 | -21,250 | -24,688 | |||||||||
Proceeds from long term borrowings and obligations | 717,500 | 0 | 425,000 | |||||||||
Repayments of Other Long-term Debt | -1,067,707 | -192,322 | -453,573 | |||||||||
Payments of Debt Issuance Costs | -8,913 | -5,660 | -7,566 | |||||||||
Proceeds from (Repayments of) Bank Overdrafts | -16,360 | 473 | -14,927 | |||||||||
Payments for Repurchase of Common Stock | -235,438 | -220,971 | -388,968 | |||||||||
Proceeds from Issuance of Shares under Incentive and Share-based Compensation Plans, Including Stock Options | -2,251 | 15,819 | 24,951 | |||||||||
Payments of Ordinary Dividends, Common Stock | -80,298 | -62,928 | -45,214 | |||||||||
Consolidated Other Proceeds from (used in) Financing Activities | 8,049 | 9,130 | 1,912 | |||||||||
Option indexed to issuers equity cash paid | 0 | 0 | -48,126 | |||||||||
Net Cash Provided by (Used in) Financing Activities | -706,356 | -477,709 | -531,199 | |||||||||
Cash and Cash Equivalents, Period Increase (Decrease) | -202,202 | -98,212 | -126,049 | |||||||||
Net Cash Provided by (Used in) Discontinued Operations | 0 | -9,593 | 6,859 | |||||||||
Net Cash Provided by (Used in) Continuing Operations | -202,202 | -88,619 | -132,908 | |||||||||
Parent Company [Member] | ||||||||||||
Summary Consolidating Statements of Income [Abstract] | ||||||||||||
Revenue, Net | 0 | 0 | 0 | |||||||||
Cost of Goods Sold | 0 | 0 | 0 | |||||||||
Gross Profit | 0 | 0 | 0 | |||||||||
Selling, General and Administrative Expense | 4,484 | 4,802 | 4,816 | |||||||||
Provision for Doubtful Accounts | 0 | 0 | 0 | |||||||||
Litigation And Other Professional Fees | 0 | 0 | 0 | |||||||||
Other Cost and Expense, Operating | 56,696 | 51,497 | 35,092 | |||||||||
Operating Income (Loss) | -61,180 | -56,299 | -39,908 | |||||||||
Interest Income (Expense), Net | -116,185 | -122,404 | -133,368 | |||||||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest | -177,365 | -178,703 | -173,276 | |||||||||
Income Tax Expense (Benefit) | -70,059 | -68,729 | -66,763 | |||||||||
Income (loss) from continuing operations | -107,306 | -109,974 | -106,513 | |||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | 0 | 0 | |||||||||
Income (Loss) from Equity Method Investments | 251,833 | 66,542 | 301,387 | |||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 144,527 | -43,432 | 194,874 | |||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 144,243 | -43,153 | 194,744 | |||||||||
Condensed Consolidating Balance Sheets [Abstract] | ||||||||||||
Cash and Cash Equivalents, at Carrying Value | 113,072 | 275,910 | 113,072 | 275,910 | 383,674 | 460,253 | ||||||
Accounts Receivable, Net, Current | 0 | 0 | 0 | 0 | ||||||||
Inventory, Net | 0 | 0 | 0 | 0 | ||||||||
Deferred Tax Assets, Net of Valuation Allowance, Current | 0 | 0 | 0 | 0 | ||||||||
Other Assets, Current | 2,287 | 1,989 | 2,287 | 1,989 | ||||||||
Assets of Disposal Group, Including Discontinued Operation, Current | 0 | 0 | ||||||||||
Assets, Current | 115,359 | 277,899 | 115,359 | 277,899 | ||||||||
Property, Plant and Equipment, Net | 0 | 0 | 0 | 0 | ||||||||
Goodwill | 0 | 0 | 0 | 0 | ||||||||
Intangible Assets, Net (Excluding Goodwill) | 0 | 0 | 0 | 0 | ||||||||
Other Assets, Noncurrent | 21,717 | 41,825 | 21,717 | 41,825 | ||||||||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 4,931,821 | 5,131,280 | 4,931,821 | 5,131,280 | ||||||||
Disposal Group, Including Discontinued Operation, Assets, Noncurrent | 0 | 0 | ||||||||||
Assets | 5,068,897 | 5,451,004 | 5,068,897 | 5,451,004 | ||||||||
Current liabilities of continuing operations | 27,725 | 83,028 | 27,725 | 83,028 | ||||||||
Debt, Current | 446,717 | 527,204 | 446,717 | 527,204 | ||||||||
Liabilities of Disposal Group, Including Discontinued Operation, Current | 0 | 0 | 0 | 0 | ||||||||
Long-term Debt, Excluding Current Maturities | 1,510,212 | 1,405,628 | 1,510,212 | 1,405,628 | ||||||||
Deferred Tax Liabilities, Net, Noncurrent | 343,816 | 363,240 | 343,816 | 363,240 | ||||||||
Other Liabilities, Noncurrent | 0 | 0 | 0 | 0 | ||||||||
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent | 0 | 0 | ||||||||||
Temporary Equity, Liquidation Preference | 151,706 | 331,101 | 151,706 | 331,101 | ||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 2,588,721 | 2,740,803 | 2,588,721 | 2,740,803 | ||||||||
Liabilities and Equity | 5,068,897 | 5,451,004 | 5,068,897 | 5,451,004 | ||||||||
Condensed Consolidating Statements of Cash Flows [Abstract] | ||||||||||||
Net Cash Provided by (Used in) Operating Activities | -187,357 | -16,598 | -88,461 | |||||||||
Payments to Acquire Businesses, Net of Cash Acquired | 0 | 0 | 0 | |||||||||
Divestiture of business, net | 0 | 0 | 0 | |||||||||
Payments to Acquire Property, Plant, and Equipment | 0 | 0 | 0 | |||||||||
Payments to Acquire Marketable Securities | 0 | 25,514 | ||||||||||
Proceeds from Sale and Maturity of Marketable Securities | 0 | |||||||||||
Consolidated Other Proceeds from (expenditures in) Investing Activities | 0 | -227 | 0 | |||||||||
Net Cash Provided by (Used in) Investing Activities | 0 | -227 | -25,514 | |||||||||
(Payments of) Proceeds from Revolving Credit Facility and Term Loans | -20,938 | -21,250 | -24,688 | |||||||||
Proceeds from long term borrowings and obligations | 717,500 | 0 | 425,000 | |||||||||
Repayments of Other Long-term Debt | -1,067,707 | -192,322 | -453,573 | |||||||||
Payments of Debt Issuance Costs | -8,913 | -5,660 | -7,566 | |||||||||
Proceeds from (Repayments of) Bank Overdrafts | -3,047 | -9,968 | -12 | |||||||||
Payments for Repurchase of Common Stock | -235,438 | -220,971 | -388,968 | |||||||||
Proceeds from Issuance of Shares under Incentive and Share-based Compensation Plans, Including Stock Options | -2,251 | 15,819 | 24,951 | |||||||||
Payments of Ordinary Dividends, Common Stock | -80,298 | -62,928 | -45,214 | |||||||||
Consolidated Other Proceeds from (used in) Financing Activities | 725,611 | 406,341 | 555,592 | |||||||||
Option indexed to issuers equity cash paid | 48,126 | |||||||||||
Net Cash Provided by (Used in) Financing Activities | 24,519 | -90,939 | 37,396 | |||||||||
Cash and Cash Equivalents, Period Increase (Decrease) | -162,838 | -107,764 | -76,579 | |||||||||
Net Cash Provided by (Used in) Discontinued Operations | 0 | 0 | 0 | |||||||||
Net Cash Provided by (Used in) Continuing Operations | -162,838 | -107,764 | -76,579 | |||||||||
Guarantor Subsidiaries [Member] | Senior Notes Payable [Member] | ||||||||||||
Summary Consolidating Statements of Income [Abstract] | ||||||||||||
Revenue, Net | 6,292,921 | 5,890,052 | 5,744,768 | |||||||||
Cost of Goods Sold | 4,921,700 | 4,520,958 | 4,399,305 | |||||||||
Gross Profit | 1,371,221 | 1,369,094 | 1,345,463 | |||||||||
Selling, General and Administrative Expense | 701,145 | 733,529 | 745,864 | |||||||||
Provision for Doubtful Accounts | 82,807 | 97,612 | 96,460 | |||||||||
Litigation And Other Professional Fees | 42,818 | 167,465 | 49,375 | |||||||||
Other Cost and Expense, Operating | 82,557 | 41,034 | 34,633 | |||||||||
Operating Income (Loss) | 461,894 | 329,454 | 419,131 | |||||||||
Interest Income (Expense), Net | -13,762 | -1,102 | -1,089 | |||||||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest | 448,132 | 328,352 | 418,042 | |||||||||
Income Tax Expense (Benefit) | 172,706 | 145,665 | 159,786 | |||||||||
Income (loss) from continuing operations | 275,426 | 182,687 | 258,256 | |||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | -1,243 | -6,064 | 84 | |||||||||
Income (Loss) from Equity Method Investments | 0 | 0 | 0 | |||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 274,183 | 176,623 | 258,340 | |||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 274,183 | 176,623 | 258,340 | |||||||||
Condensed Consolidating Balance Sheets [Abstract] | ||||||||||||
Cash and Cash Equivalents, at Carrying Value | 26,865 | 68,050 | 26,865 | 68,050 | 49,108 | 99,441 | ||||||
Accounts Receivable, Net, Current | 576,151 | 693,729 | 576,151 | 693,729 | ||||||||
Inventory, Net | 511,840 | 505,567 | 511,840 | 505,567 | ||||||||
Deferred Tax Assets, Net of Valuation Allowance, Current | 58,988 | 135,148 | 58,988 | 135,148 | ||||||||
Other Assets, Current | 256,106 | 242,166 | 256,106 | 242,166 | ||||||||
Assets of Disposal Group, Including Discontinued Operation, Current | 12,305 | 12,305 | ||||||||||
Assets, Current | 1,429,950 | 1,656,965 | 1,429,950 | 1,656,965 | ||||||||
Property, Plant and Equipment, Net | 262,689 | 301,200 | 262,689 | 301,200 | ||||||||
Goodwill | 4,033,001 | 4,028,651 | 4,033,001 | 4,028,651 | ||||||||
Intangible Assets, Net (Excluding Goodwill) | 97,613 | 127,798 | 97,613 | 127,798 | ||||||||
Other Assets, Noncurrent | 58,629 | 54,834 | 58,629 | 54,834 | ||||||||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 0 | 0 | 0 | 0 | ||||||||
Disposal Group, Including Discontinued Operation, Assets, Noncurrent | 3,762 | 3,762 | ||||||||||
Assets | 5,881,882 | 6,173,210 | 5,881,882 | 6,173,210 | ||||||||
Current liabilities of continuing operations | 459,808 | 793,461 | 459,808 | 793,461 | ||||||||
Debt, Current | 0 | 0 | 0 | 0 | ||||||||
Liabilities of Disposal Group, Including Discontinued Operation, Current | 0 | 1,894 | 0 | 1,894 | ||||||||
Long-term Debt, Excluding Current Maturities | 7,347 | 13,191 | 7,347 | 13,191 | ||||||||
Deferred Tax Liabilities, Net, Noncurrent | 592,651 | 635,640 | 592,651 | 635,640 | ||||||||
Other Liabilities, Noncurrent | 44,228 | 52,072 | 44,228 | 52,072 | ||||||||
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent | 176 | 176 | ||||||||||
Temporary Equity, Liquidation Preference | 0 | 0 | 0 | 0 | ||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 4,777,848 | 4,676,776 | 4,777,848 | 4,676,776 | ||||||||
Liabilities and Equity | 5,881,882 | 6,173,210 | 5,881,882 | 6,173,210 | ||||||||
Condensed Consolidating Statements of Cash Flows [Abstract] | ||||||||||||
Net Cash Provided by (Used in) Operating Activities | 678,855 | 500,180 | 626,615 | |||||||||
Payments to Acquire Businesses, Net of Cash Acquired | -1,613 | -3,895 | -34,873 | |||||||||
Divestiture of business, net | 71,194 | 1,250 | 19,207 | |||||||||
Payments to Acquire Property, Plant, and Equipment | -81,836 | -93,566 | -94,527 | |||||||||
Payments to Acquire Marketable Securities | 365 | 0 | ||||||||||
Proceeds from Sale and Maturity of Marketable Securities | 25,377 | |||||||||||
Consolidated Other Proceeds from (expenditures in) Investing Activities | -863 | 2,108 | 1,162 | |||||||||
Net Cash Provided by (Used in) Investing Activities | 12,259 | -94,468 | -109,031 | |||||||||
(Payments of) Proceeds from Revolving Credit Facility and Term Loans | 0 | 0 | 0 | |||||||||
Proceeds from long term borrowings and obligations | 0 | 0 | 0 | |||||||||
Repayments of Other Long-term Debt | 0 | 0 | 0 | |||||||||
Payments of Debt Issuance Costs | 0 | 0 | 0 | |||||||||
Proceeds from (Repayments of) Bank Overdrafts | -13,313 | 10,441 | -14,915 | |||||||||
Payments for Repurchase of Common Stock | 0 | 0 | 0 | |||||||||
Proceeds from Issuance of Shares under Incentive and Share-based Compensation Plans, Including Stock Options | 0 | 0 | 0 | |||||||||
Payments of Ordinary Dividends, Common Stock | 0 | 0 | 0 | |||||||||
Consolidated Other Proceeds from (used in) Financing Activities | -717,562 | -397,211 | -552,986 | |||||||||
Option indexed to issuers equity cash paid | 0 | |||||||||||
Net Cash Provided by (Used in) Financing Activities | -730,875 | -386,770 | -567,901 | |||||||||
Cash and Cash Equivalents, Period Increase (Decrease) | -39,761 | 18,942 | -50,317 | |||||||||
Net Cash Provided by (Used in) Discontinued Operations | -1,424 | 0 | -16 | |||||||||
Net Cash Provided by (Used in) Continuing Operations | -41,185 | 18,942 | -50,333 | |||||||||
Guarantor Subsidiaries [Member] | Convertible SeniorDebentures [Member] | ||||||||||||
Summary Consolidating Statements of Income [Abstract] | ||||||||||||
Revenue, Net | 0 | 0 | 0 | |||||||||
Cost of Goods Sold | 0 | 0 | 0 | |||||||||
Gross Profit | 0 | 0 | 0 | |||||||||
Selling, General and Administrative Expense | 1,724 | 1,732 | 1,438 | |||||||||
Provision for Doubtful Accounts | 0 | 0 | 0 | |||||||||
Litigation And Other Professional Fees | 0 | 0 | 0 | |||||||||
Other Cost and Expense, Operating | 0 | 0 | 0 | |||||||||
Operating Income (Loss) | -1,724 | -1,732 | -1,438 | |||||||||
Interest Income (Expense), Net | 0 | 0 | 0 | |||||||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest | -1,724 | -1,732 | -1,438 | |||||||||
Income Tax Expense (Benefit) | -681 | -666 | -557 | |||||||||
Income (loss) from continuing operations | -1,043 | -1,066 | -881 | |||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | 0 | 0 | |||||||||
Income (Loss) from Equity Method Investments | 0 | 0 | 0 | |||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | -1,043 | -1,066 | -881 | |||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | -1,043 | -1,066 | -881 | |||||||||
Condensed Consolidating Balance Sheets [Abstract] | ||||||||||||
Cash and Cash Equivalents, at Carrying Value | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
Accounts Receivable, Net, Current | 203 | 210 | 203 | 210 | ||||||||
Inventory, Net | 0 | 0 | 0 | 0 | ||||||||
Deferred Tax Assets, Net of Valuation Allowance, Current | 0 | 0 | 0 | 0 | ||||||||
Other Assets, Current | 0 | 0 | 0 | 0 | ||||||||
Assets of Disposal Group, Including Discontinued Operation, Current | 0 | 0 | ||||||||||
Assets, Current | 203 | 210 | 203 | 210 | ||||||||
Property, Plant and Equipment, Net | 12 | 19 | 12 | 19 | ||||||||
Goodwill | 0 | 0 | 0 | 0 | ||||||||
Intangible Assets, Net (Excluding Goodwill) | 0 | 0 | 0 | 0 | ||||||||
Other Assets, Noncurrent | 19 | 19 | 19 | 19 | ||||||||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 0 | 0 | 0 | 0 | ||||||||
Disposal Group, Including Discontinued Operation, Assets, Noncurrent | 0 | 0 | ||||||||||
Assets | 234 | 248 | 234 | 248 | ||||||||
Current liabilities of continuing operations | 0 | 0 | 0 | 0 | ||||||||
Debt, Current | 0 | 0 | 0 | 0 | ||||||||
Liabilities of Disposal Group, Including Discontinued Operation, Current | 0 | 0 | 0 | 0 | ||||||||
Long-term Debt, Excluding Current Maturities | 0 | 0 | 0 | 0 | ||||||||
Deferred Tax Liabilities, Net, Noncurrent | 0 | 0 | 0 | 0 | ||||||||
Other Liabilities, Noncurrent | 0 | 0 | 0 | 0 | ||||||||
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent | 0 | 0 | ||||||||||
Temporary Equity, Liquidation Preference | 0 | 0 | ||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 234 | 248 | 234 | 248 | ||||||||
Liabilities and Equity | 234 | 248 | 234 | 248 | ||||||||
Condensed Consolidating Statements of Cash Flows [Abstract] | ||||||||||||
Net Cash Provided by (Used in) Operating Activities | 0 | 0 | 0 | |||||||||
Payments to Acquire Businesses, Net of Cash Acquired | 0 | 0 | 0 | |||||||||
Divestiture of business, net | 0 | 0 | 0 | |||||||||
Payments to Acquire Property, Plant, and Equipment | 0 | 0 | 0 | |||||||||
Payments to Acquire Marketable Securities | 0 | 0 | ||||||||||
Proceeds from Sale and Maturity of Marketable Securities | 0 | |||||||||||
Consolidated Other Proceeds from (expenditures in) Investing Activities | 0 | 0 | 0 | |||||||||
Net Cash Provided by (Used in) Investing Activities | 0 | 0 | 0 | |||||||||
(Payments of) Proceeds from Revolving Credit Facility and Term Loans | 0 | 0 | 0 | |||||||||
Proceeds from long term borrowings and obligations | 0 | 0 | 0 | |||||||||
Repayments of Other Long-term Debt | 0 | 0 | 0 | |||||||||
Payments of Debt Issuance Costs | 0 | 0 | ||||||||||
Proceeds from (Repayments of) Bank Overdrafts | 0 | 0 | 0 | |||||||||
Payments for Repurchase of Common Stock | 0 | 0 | 0 | |||||||||
Proceeds from Issuance of Shares under Incentive and Share-based Compensation Plans, Including Stock Options | 0 | 0 | 0 | |||||||||
Payments of Ordinary Dividends, Common Stock | 0 | 0 | 0 | |||||||||
Consolidated Other Proceeds from (used in) Financing Activities | 0 | 0 | 0 | |||||||||
Option indexed to issuers equity cash paid | 0 | |||||||||||
Net Cash Provided by (Used in) Financing Activities | 0 | 0 | 0 | |||||||||
Cash and Cash Equivalents, Period Increase (Decrease) | 0 | 0 | 0 | |||||||||
Net Cash Provided by (Used in) Discontinued Operations | 0 | 0 | 0 | |||||||||
Net Cash Provided by (Used in) Continuing Operations | 0 | 0 | 0 | |||||||||
Non-Guarantor Subsidiaries [Member] | Senior Notes Payable [Member] | ||||||||||||
Summary Consolidating Statements of Income [Abstract] | ||||||||||||
Revenue, Net | 124,694 | 123,346 | 133,696 | |||||||||
Cost of Goods Sold | 77,371 | 71,578 | 83,737 | |||||||||
Gross Profit | 47,323 | 51,768 | 49,959 | |||||||||
Selling, General and Administrative Expense | 19,071 | 17,849 | 21,324 | |||||||||
Provision for Doubtful Accounts | 1,653 | 1,949 | 1,535 | |||||||||
Litigation And Other Professional Fees | 0 | 0 | 0 | |||||||||
Other Cost and Expense, Operating | 0 | 7,271 | -4,012 | |||||||||
Operating Income (Loss) | 26,599 | 24,699 | 31,112 | |||||||||
Interest Income (Expense), Net | 0 | -364 | -646 | |||||||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest | 26,599 | 24,335 | 30,466 | |||||||||
Income Tax Expense (Benefit) | 10,507 | 12,156 | 10,266 | |||||||||
Income (loss) from continuing operations | 16,092 | 12,179 | 20,200 | |||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | -38,442 | -122,260 | 22,847 | |||||||||
Income (Loss) from Equity Method Investments | 0 | 0 | 0 | |||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | -22,350 | -110,081 | 43,047 | |||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | -22,350 | -110,081 | 44,431 | |||||||||
Condensed Consolidating Balance Sheets [Abstract] | ||||||||||||
Cash and Cash Equivalents, at Carrying Value | 13,862 | 12,041 | 13,862 | 12,041 | 11,838 | 17,834 | ||||||
Accounts Receivable, Net, Current | 100,046 | 315,323 | 100,046 | 315,323 | ||||||||
Inventory, Net | 7,744 | 6,851 | 7,744 | 6,851 | ||||||||
Deferred Tax Assets, Net of Valuation Allowance, Current | 432 | 0 | 432 | 0 | ||||||||
Other Assets, Current | 29,167 | 21,381 | 29,167 | 21,381 | ||||||||
Assets of Disposal Group, Including Discontinued Operation, Current | 37,690 | 37,690 | ||||||||||
Assets, Current | 151,251 | 393,286 | 151,251 | 393,286 | ||||||||
Property, Plant and Equipment, Net | 5,064 | 4,688 | 5,064 | 4,688 | ||||||||
Goodwill | 28,805 | 28,805 | 28,805 | 28,805 | ||||||||
Intangible Assets, Net (Excluding Goodwill) | 1,329 | 2,176 | 1,329 | 2,176 | ||||||||
Other Assets, Noncurrent | 39 | 63 | 39 | 63 | ||||||||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 0 | 0 | 0 | 0 | ||||||||
Disposal Group, Including Discontinued Operation, Assets, Noncurrent | 83,316 | 83,316 | ||||||||||
Assets | 186,488 | 512,334 | 186,488 | 512,334 | ||||||||
Current liabilities of continuing operations | 30,817 | 23,986 | 30,817 | 23,986 | ||||||||
Debt, Current | 0 | 0 | 0 | 0 | ||||||||
Liabilities of Disposal Group, Including Discontinued Operation, Current | 0 | 16,952 | 0 | 16,952 | ||||||||
Long-term Debt, Excluding Current Maturities | 0 | 0 | 0 | 0 | ||||||||
Deferred Tax Liabilities, Net, Noncurrent | 0 | 13,907 | 0 | 13,907 | ||||||||
Other Liabilities, Noncurrent | 1,698 | 1,763 | 1,698 | 1,763 | ||||||||
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent | 1,222 | 1,222 | ||||||||||
Temporary Equity, Liquidation Preference | 0 | 0 | 0 | 0 | ||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 153,973 | 454,504 | 153,973 | 454,504 | ||||||||
Liabilities and Equity | 186,488 | 512,334 | 186,488 | 512,334 | ||||||||
Condensed Consolidating Statements of Cash Flows [Abstract] | ||||||||||||
Net Cash Provided by (Used in) Operating Activities | 1,092 | -16,522 | 6,330 | |||||||||
Payments to Acquire Businesses, Net of Cash Acquired | 0 | 0 | 0 | |||||||||
Divestiture of business, net | 0 | 10,408 | 0 | |||||||||
Payments to Acquire Property, Plant, and Equipment | -695 | -1,449 | -2,397 | |||||||||
Payments to Acquire Marketable Securities | 0 | -496 | ||||||||||
Proceeds from Sale and Maturity of Marketable Securities | 0 | |||||||||||
Consolidated Other Proceeds from (expenditures in) Investing Activities | 0 | -1,827 | -2,888 | |||||||||
Net Cash Provided by (Used in) Investing Activities | -695 | 7,132 | -4,789 | |||||||||
(Payments of) Proceeds from Revolving Credit Facility and Term Loans | 0 | 0 | 0 | |||||||||
Proceeds from long term borrowings and obligations | 0 | 0 | 0 | |||||||||
Repayments of Other Long-term Debt | 0 | 0 | 0 | |||||||||
Payments of Debt Issuance Costs | 0 | 0 | 0 | |||||||||
Proceeds from (Repayments of) Bank Overdrafts | 0 | 0 | 0 | |||||||||
Payments for Repurchase of Common Stock | 0 | 0 | 0 | |||||||||
Proceeds from Issuance of Shares under Incentive and Share-based Compensation Plans, Including Stock Options | 0 | 0 | 0 | |||||||||
Payments of Ordinary Dividends, Common Stock | 0 | 0 | 0 | |||||||||
Consolidated Other Proceeds from (used in) Financing Activities | 0 | 0 | -694 | |||||||||
Option indexed to issuers equity cash paid | 0 | |||||||||||
Net Cash Provided by (Used in) Financing Activities | 0 | 0 | -694 | |||||||||
Cash and Cash Equivalents, Period Increase (Decrease) | 397 | -9,390 | 847 | |||||||||
Net Cash Provided by (Used in) Discontinued Operations | 1,424 | 9,593 | -6,843 | |||||||||
Net Cash Provided by (Used in) Continuing Operations | 1,821 | 203 | -5,996 | |||||||||
Non-Guarantor Subsidiaries [Member] | Convertible SeniorDebentures [Member] | ||||||||||||
Summary Consolidating Statements of Income [Abstract] | ||||||||||||
Revenue, Net | 6,417,615 | 6,013,398 | 5,878,464 | |||||||||
Cost of Goods Sold | 4,999,071 | 4,592,536 | 4,483,042 | |||||||||
Gross Profit | 1,418,544 | 1,420,862 | 1,395,422 | |||||||||
Selling, General and Administrative Expense | 718,492 | 749,646 | 765,750 | |||||||||
Provision for Doubtful Accounts | 84,460 | 99,561 | 97,995 | |||||||||
Litigation And Other Professional Fees | 42,818 | 167,465 | 49,375 | |||||||||
Other Cost and Expense, Operating | 82,557 | 48,305 | 30,621 | |||||||||
Operating Income (Loss) | 490,217 | 355,885 | 451,681 | |||||||||
Interest Income (Expense), Net | -13,762 | -1,466 | -1,735 | |||||||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest | 476,455 | 354,419 | 449,946 | |||||||||
Income Tax Expense (Benefit) | 183,894 | 158,487 | 170,609 | |||||||||
Income (loss) from continuing operations | 292,561 | 195,932 | 279,337 | |||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | -39,685 | -128,324 | 22,931 | |||||||||
Income (Loss) from Equity Method Investments | 0 | 0 | 0 | |||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 252,876 | 67,608 | 302,268 | |||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 252,876 | 67,608 | 303,652 | |||||||||
Condensed Consolidating Balance Sheets [Abstract] | ||||||||||||
Cash and Cash Equivalents, at Carrying Value | 40,727 | 80,091 | 40,727 | 80,091 | 60,946 | 117,275 | ||||||
Accounts Receivable, Net, Current | 578,761 | 695,684 | 578,761 | 695,684 | ||||||||
Inventory, Net | 519,584 | 512,418 | 519,584 | 512,418 | ||||||||
Deferred Tax Assets, Net of Valuation Allowance, Current | 59,200 | 135,094 | 59,200 | 135,094 | ||||||||
Other Assets, Current | 285,273 | 263,547 | 285,273 | 263,547 | ||||||||
Assets of Disposal Group, Including Discontinued Operation, Current | 49,995 | 49,995 | ||||||||||
Assets, Current | 1,483,545 | 1,736,829 | 1,483,545 | 1,736,829 | ||||||||
Property, Plant and Equipment, Net | 267,741 | 305,869 | 267,741 | 305,869 | ||||||||
Goodwill | 4,061,806 | 4,057,456 | 4,061,806 | 4,057,456 | ||||||||
Intangible Assets, Net (Excluding Goodwill) | 98,942 | 129,974 | 98,942 | 129,974 | ||||||||
Other Assets, Noncurrent | 58,649 | 54,878 | 58,649 | 54,878 | ||||||||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 0 | 0 | 0 | 0 | ||||||||
Disposal Group, Including Discontinued Operation, Assets, Noncurrent | 87,078 | 87,078 | ||||||||||
Assets | 5,970,683 | 6,372,084 | 5,970,683 | 6,372,084 | ||||||||
Current liabilities of continuing operations | 393,392 | 504,289 | 393,392 | 504,289 | ||||||||
Debt, Current | 0 | 0 | 0 | 0 | ||||||||
Liabilities of Disposal Group, Including Discontinued Operation, Current | 0 | 18,846 | 0 | 18,846 | ||||||||
Long-term Debt, Excluding Current Maturities | 7,347 | 13,191 | 7,347 | 13,191 | ||||||||
Deferred Tax Liabilities, Net, Noncurrent | 592,431 | 649,493 | 592,431 | 649,493 | ||||||||
Other Liabilities, Noncurrent | 45,926 | 53,835 | 45,926 | 53,835 | ||||||||
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent | 1,398 | 1,398 | ||||||||||
Temporary Equity, Liquidation Preference | 0 | 0 | ||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 4,931,587 | 5,131,032 | 4,931,587 | 5,131,032 | ||||||||
Liabilities and Equity | 5,970,683 | 6,372,084 | 5,970,683 | 6,372,084 | ||||||||
Condensed Consolidating Statements of Cash Flows [Abstract] | ||||||||||||
Net Cash Provided by (Used in) Operating Activities | 679,947 | 483,658 | 632,945 | |||||||||
Payments to Acquire Businesses, Net of Cash Acquired | -1,613 | -3,895 | -34,873 | |||||||||
Divestiture of business, net | 71,194 | 11,658 | 19,207 | |||||||||
Payments to Acquire Property, Plant, and Equipment | -82,531 | -95,015 | -96,924 | |||||||||
Payments to Acquire Marketable Securities | 365 | -496 | ||||||||||
Proceeds from Sale and Maturity of Marketable Securities | -25,377 | |||||||||||
Consolidated Other Proceeds from (expenditures in) Investing Activities | -863 | 281 | -1,726 | |||||||||
Net Cash Provided by (Used in) Investing Activities | 11,564 | -87,336 | -113,820 | |||||||||
(Payments of) Proceeds from Revolving Credit Facility and Term Loans | 0 | 0 | 0 | |||||||||
Proceeds from long term borrowings and obligations | 0 | 0 | 0 | |||||||||
Repayments of Other Long-term Debt | 0 | 0 | 0 | |||||||||
Payments of Debt Issuance Costs | 0 | 0 | 0 | |||||||||
Proceeds from (Repayments of) Bank Overdrafts | -13,313 | 10,441 | -14,915 | |||||||||
Payments for Repurchase of Common Stock | 0 | 0 | 0 | |||||||||
Proceeds from Issuance of Shares under Incentive and Share-based Compensation Plans, Including Stock Options | 0 | 0 | 0 | |||||||||
Payments of Ordinary Dividends, Common Stock | 0 | 0 | 0 | |||||||||
Consolidated Other Proceeds from (used in) Financing Activities | -717,562 | -397,211 | -553,680 | |||||||||
Option indexed to issuers equity cash paid | 0 | |||||||||||
Net Cash Provided by (Used in) Financing Activities | -730,875 | -386,770 | -568,595 | |||||||||
Cash and Cash Equivalents, Period Increase (Decrease) | -39,364 | 9,552 | -49,470 | |||||||||
Net Cash Provided by (Used in) Discontinued Operations | 0 | -9,593 | -6,859 | |||||||||
Net Cash Provided by (Used in) Continuing Operations | -39,364 | 19,145 | -56,329 | |||||||||
Consolidating, Eliminating Adjustments [Member] | Senior Notes Payable [Member] | ||||||||||||
Summary Consolidating Statements of Income [Abstract] | ||||||||||||
Revenue, Net | 0 | 0 | 0 | |||||||||
Cost of Goods Sold | 0 | 0 | 0 | |||||||||
Gross Profit | 0 | 0 | 0 | |||||||||
Selling, General and Administrative Expense | 0 | 0 | 0 | |||||||||
Provision for Doubtful Accounts | 0 | 0 | 0 | |||||||||
Litigation And Other Professional Fees | 0 | 0 | 0 | |||||||||
Other Cost and Expense, Operating | 0 | 0 | 0 | |||||||||
Operating Income (Loss) | 0 | 0 | 0 | |||||||||
Interest Income (Expense), Net | 0 | 0 | 0 | |||||||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest | 0 | 0 | 0 | |||||||||
Income Tax Expense (Benefit) | 0 | 0 | 0 | |||||||||
Income (loss) from continuing operations | 0 | 0 | 0 | |||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | 0 | 0 | |||||||||
Income (Loss) from Equity Method Investments | -251,833 | -66,542 | -301,387 | |||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | -251,833 | -66,542 | -301,387 | |||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | -251,833 | -66,542 | -302,771 | |||||||||
Condensed Consolidating Balance Sheets [Abstract] | ||||||||||||
Cash and Cash Equivalents, at Carrying Value | 0 | 0 | 0 | 0 | ||||||||
Accounts Receivable, Net, Current | -97,436 | -313,368 | -97,436 | -313,368 | ||||||||
Inventory, Net | 0 | 0 | 0 | 0 | ||||||||
Deferred Tax Assets, Net of Valuation Allowance, Current | -220 | -54 | -220 | -54 | ||||||||
Other Assets, Current | 0 | 0 | 0 | 0 | ||||||||
Assets of Disposal Group, Including Discontinued Operation, Current | 0 | 0 | ||||||||||
Assets, Current | -97,656 | -313,422 | -97,656 | -313,422 | ||||||||
Property, Plant and Equipment, Net | 0 | 0 | 0 | 0 | ||||||||
Goodwill | 0 | 0 | 0 | 0 | ||||||||
Intangible Assets, Net (Excluding Goodwill) | 0 | 0 | 0 | 0 | ||||||||
Other Assets, Noncurrent | 0 | 0 | 0 | 0 | ||||||||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | -4,931,821 | -5,131,280 | -4,931,821 | -5,131,280 | ||||||||
Disposal Group, Including Discontinued Operation, Assets, Noncurrent | 0 | 0 | ||||||||||
Assets | -5,029,477 | -5,444,702 | -5,029,477 | -5,444,702 | ||||||||
Current liabilities of continuing operations | -97,436 | -313,368 | -97,436 | -313,368 | ||||||||
Debt, Current | 0 | 0 | 0 | 0 | ||||||||
Liabilities of Disposal Group, Including Discontinued Operation, Current | 0 | 0 | 0 | 0 | ||||||||
Long-term Debt, Excluding Current Maturities | 0 | 0 | 0 | 0 | ||||||||
Deferred Tax Liabilities, Net, Noncurrent | -220 | -54 | -220 | -54 | ||||||||
Other Liabilities, Noncurrent | 0 | 0 | 0 | 0 | ||||||||
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent | 0 | 0 | ||||||||||
Temporary Equity, Liquidation Preference | 0 | 0 | 0 | 0 | ||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | -4,931,821 | -5,131,280 | -4,931,821 | -5,131,280 | ||||||||
Liabilities and Equity | -5,029,477 | -5,444,702 | -5,029,477 | -5,444,702 | ||||||||
Consolidating, Eliminating Adjustments [Member] | Convertible SeniorDebentures [Member] | ||||||||||||
Summary Consolidating Statements of Income [Abstract] | ||||||||||||
Revenue, Net | 0 | 0 | 0 | |||||||||
Cost of Goods Sold | 0 | 0 | 0 | |||||||||
Gross Profit | 0 | 0 | 0 | |||||||||
Selling, General and Administrative Expense | 0 | 0 | 0 | |||||||||
Provision for Doubtful Accounts | 0 | 0 | 0 | |||||||||
Litigation And Other Professional Fees | 0 | 0 | 0 | |||||||||
Other Cost and Expense, Operating | 0 | 0 | 0 | |||||||||
Operating Income (Loss) | 0 | 0 | 0 | |||||||||
Interest Income (Expense), Net | 0 | 0 | 0 | |||||||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest | 0 | 0 | 0 | |||||||||
Income Tax Expense (Benefit) | 0 | 0 | 0 | |||||||||
Income (loss) from continuing operations | 0 | 0 | 0 | |||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | 0 | 0 | |||||||||
Income (Loss) from Equity Method Investments | -251,833 | -66,542 | -301,387 | |||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | -251,833 | -66,542 | -301,387 | |||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | -251,833 | -66,542 | -302,771 | |||||||||
Condensed Consolidating Balance Sheets [Abstract] | ||||||||||||
Cash and Cash Equivalents, at Carrying Value | 0 | 0 | 0 | 0 | ||||||||
Accounts Receivable, Net, Current | -203 | -210 | -203 | -210 | ||||||||
Inventory, Net | 0 | 0 | 0 | 0 | ||||||||
Deferred Tax Assets, Net of Valuation Allowance, Current | 0 | 0 | 0 | 0 | ||||||||
Other Assets, Current | 0 | 0 | 0 | 0 | ||||||||
Assets of Disposal Group, Including Discontinued Operation, Current | 0 | 0 | ||||||||||
Assets, Current | -203 | -210 | -203 | -210 | ||||||||
Property, Plant and Equipment, Net | 0 | 0 | 0 | 0 | ||||||||
Goodwill | 0 | 0 | 0 | 0 | ||||||||
Intangible Assets, Net (Excluding Goodwill) | 0 | 0 | 0 | 0 | ||||||||
Other Assets, Noncurrent | 0 | 0 | 0 | 0 | ||||||||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | -4,931,821 | -5,131,280 | -4,931,821 | -5,131,280 | ||||||||
Disposal Group, Including Discontinued Operation, Assets, Noncurrent | 0 | 0 | ||||||||||
Assets | -4,932,024 | -5,131,490 | -4,932,024 | -5,131,490 | ||||||||
Current liabilities of continuing operations | -203 | -210 | -203 | -210 | ||||||||
Debt, Current | 0 | 0 | 0 | 0 | ||||||||
Liabilities of Disposal Group, Including Discontinued Operation, Current | 0 | 0 | 0 | 0 | ||||||||
Long-term Debt, Excluding Current Maturities | 0 | 0 | 0 | 0 | ||||||||
Deferred Tax Liabilities, Net, Noncurrent | 0 | 0 | 0 | 0 | ||||||||
Other Liabilities, Noncurrent | 0 | 0 | 0 | 0 | ||||||||
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent | 0 | 0 | ||||||||||
Temporary Equity, Liquidation Preference | 0 | 0 | ||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | -4,931,821 | -5,131,280 | -4,931,821 | -5,131,280 | ||||||||
Liabilities and Equity | ($4,932,024) | ($5,131,490) | ($4,932,024) | ($5,131,490) |
Valuation_and_Qualifying_Accou2
Valuation and Qualifying Accounts (Details) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Allowance for Trade Receivables [Member] | ||||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||||
Valuation Allowances and Reserves, Balance | $201,875 | $202,602 | $264,105 | $352,417 |
Valuation Allowances and Reserves, Charged to Cost and Expense | 84,460 | 99,561 | 97,995 | |
Valuation Allowances and Reserves, Adjustments | -85,187 | -161,064 | -186,307 | |
Allowance for Notes Receivable [Member] | ||||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||||
Valuation Allowances and Reserves, Balance | 12,828 | 13,123 | 12,562 | 11,554 |
Valuation Allowances and Reserves, Charged to Cost and Expense | 309 | 5,851 | 2,792 | |
Valuation Allowances and Reserves, Adjustments | -604 | -5,290 | -1,784 | |
Valuation Allowance of Deferred Tax Assets [Member] | ||||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||||
Valuation Allowances and Reserves, Balance | 95,712 | 24,159 | 21,037 | 20,502 |
Valuation Allowances and Reserves, Charged to Cost and Expense | 77,542 | 5,431 | 3,765 | |
Valuation Allowances and Reserves, Adjustments | ($5,989) | ($2,309) | ($3,230) |