<Page>
Exhibit 99.3
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The unaudited Pro Forma Consolidated Balance Sheet of the Company as of December
31, 2002 gives effect to the acquisition of NCS as if it had occurred as of
December 31, 2002. The unaudited Pro Forma Consolidated Statement of Income of
the Company for the year ended December 31, 2002 gives effect to the acquisition
of NCS as if it had occurred on January 1, 2002.
The acquisition of NCS was accounted for under the purchase method of
accounting. For purposes of this pro forma financial information, the total
purchase price was allocated to the tangible and identifiable intangible assets
and liabilities based on the historical NCS December 31, 2002 balance sheet and
the Company's estimate of certain fair values. The excess of cost over the fair
value of the net assets acquired was recorded as goodwill. The Company has
engaged an independent valuation firm to perform an appraisal to determine the
fair value of the net assets acquired. The allocation of the purchase price will
be adjusted in accordance with Statement of Financial Accounting Standards No.
141, "Business Combinations," to the extent that actual amounts differ from the
amounts included in the pro forma financial information. Based on the historical
December 31, 2002 NCS balance sheet and certain preliminary fair value
estimates, the purchase price allocation would be as follows:
<Table>
Current assets $132,086
Property and equipment 24,899
Other noncurrent assets 5,124
Intangible assets 11,000
Goodwill 389,015
Current liabilities (68,669)
Noncurrent liabilities (455)
--------
Total net assets acquired $493,000
========
</Table>
The pro forma information has been prepared by the Company based on the
consolidated financial statements of the Company, included in its Form 10-K for
the fiscal year ended December 31, 2002, and NCS, included in its Form 10-K for
the fiscal year ended June 30, 2002 and from financial information contained in
Item 7(a) of this current report on Form 8-K/A. The pro forma information is
presented for illustration purposes only and does not purport to be indicative
of the combined financial condition or results of operations that actually would
have occurred if the acquisition of NCS had been effected at the dates indicated
or to project future financial condition or results of operations for any future
period. The pro forma information gives effect only to the adjustments set forth
in the accompanying notes and does not reflect any synergies anticipated by the
Company's management as a result of the acquisition. The pro forma information
should be read in conjunction with the Company's consolidated financial
statements and related notes thereto included in its Form 10-K for the fiscal
year ended December 31, 2002, and the consolidated financial statements of NCS
and related notes thereto included in its Form 10-K for the fiscal year ended
June 30, 2002, which have been incorporated by reference in this current report
on Form 8-K/A.
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OMNICARE, INC. AND SUBSIDIARY COMPANIES
PRO FORMA CONSOLIDATED BALANCE SHEET
UNAUDITED
DECEMBER 31, 2002
(In thousands)
(1) (2)
Historical
-------------------------
NCS Pro Forma
Omnicare HealthCare Adjustments Pro Forma
----------- ----------- ----------- -----------
ASSETS
Current assets:
Cash and cash equivalents $ 137,936 $ 30,651 $ 493,000 (b) $ 155,352
(324,052) (c)
(143,683) (d)
(38,500) (e)
Restricted cash 3,147 -- -- 3,147
Accounts receivable, less allowances 522,857 82,410 -- 605,267
Unbilled receivables 25,062 -- -- 25,062
Inventories 190,464 28,714 -- 219,178
Deferred income tax benefits 18,621 -- -- 18,621
Other current assets 103,471 3,546 (13,000) (e) 94,017
----------- ----------- ----------- -----------
Total current assets 1,001,558 145,321 (26,235) 1,120,644
Properties and equipment, at cost less accumulated
depreciation 139,908 24,899 -- 164,807
Goodwill 1,188,907 84,398 84,398 (f) 1,577,922
132,699 (j)
735 (i)
143,683 (d)
38,500 (e)
(84,398) (g)
(11,000) (h)
Other noncurrent assets 97,212 5,859 11,000 (h) 113,336
(735) (i)
----------- ----------- ----------- -----------
Total assets $ 2,427,585 $ 260,477 $ 288,647 $ 2,976,709
=========== =========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 175,648 $ 45,770 $ (13,000) (e) $ 208,418
Line of credit in default -- 206,130 (206,130) (c) --
Convertible subordinated debentures in default -- 102,514 (102,514) (c) --
Current debt 110 -- 274 (a) 384
Accrued employee compensation 22,627 -- 6,284 (a) 28,911
Deferred revenue 25,254 -- 1,052 (a) 26,306
Income tax payable 6,837 -- 1,106 (a) 7,943
Other current liabilities 66,174 38,307 (15,408) (c) 80,357
(8,716) (a)
----------- ----------- ----------- -----------
Total current liabilities 296,650 392,721 (337,052) 352,319
Long-term debt 187 416 493,000 (b) 493,603
5.0% convertible subordinated debentures, due 2007 345,000 -- -- 345,000
8.125% senior subordinated notes, due 2011 375,000 -- -- 375,000
Deferred income tax liabilities 84,071 -- -- 84,071
Other noncurrent liabilities 51,615 39 -- 51,654
----------- ----------- ----------- -----------
Total liabilities 1,152,523 393,176 155,948 1,701,647
----------- ----------- ----------- -----------
Stockholders' equity
Preferred stock -- -- -- --
Common stock 95,441 237 (237) (j) 95,441
Paid-in capital 737,421 272,018 (272,018) (j) 737,421
Retained earnings (deficit) 498,856 (404,954) 404,954 (j) 498,856
----------- ----------- ----------- -----------
1,331,718 (132,699) 132,699 1,331,718
Treasury stock, at cost (23,471) -- -- (23,471)
Deferred compensation (29,018) -- -- (29,018)
Accumulated other comprehensive income (4,167) -- -- (4,167)
----------- ----------- ----------- -----------
Total stockholders' equity (deficit) 1,275,062 (132,699) 132,699 1,275,062
----------- ----------- ----------- -----------
Total liabilities and stockholders' equity $ 2,427,585 $ 260,477 $ 288,647 $ 2,976,709
=========== =========== =========== ===========
The Notes to Unaudited Pro Forma Consolidated Financial Information are an integral part of these statements.
2
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OMNICARE, INC. AND SUBSIDIARY COMPANIES
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
UNAUDITED
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2002
(In thousands, except per share data)
(1) (2)
Historical
-------------------------
NCS Pro Forma
Omnicare HealthCare Adjustments Pro Forma
----------- ----------- ----------- -----------
Sales $ 2,606,450 $ 655,797 $ (15,517) (a) $ 3,246,730
Reimbursable out-of-pockets 26,304 -- -- 26,304
----------- ----------- ----------- -----------
Total net sales 2,632,754 655,797 (15,517) 3,273,034
----------- ----------- ----------- -----------
Cost of sales 1,915,397 550,086 (15,517) (a) 2,449,966
Reimbursed out-of-pocket expenses 26,304 -- -- 26,304
----------- ----------- ----------- -----------
Total direct costs 1,941,701 550,086 (15,517) 2,476,270
----------- ----------- ----------- -----------
Gross profit 691,053 105,711 -- 796,764
Selling, general and administrative expenses 411,272 107,663 (720) (k) 520,965
2,750 (l)
Restructuring and other related charges 23,195 -- -- 23,195
----------- ----------- ----------- -----------
Operating income (loss) 256,586 (1,952) (2,030) 252,604
Investment income 3,276 -- 1,433 (a) 4,709
Interest expense (56,811) (24,512) (10,549) (m) (93,305)
(1,433) (a)
----------- ----------- ----------- -----------
Income (loss) before income taxes 203,051 (26,464) (12,579) 164,008
Income taxes 77,145 270 (4,780) (n) 62,323
(270) (o)
(10,042) (p)
----------- ----------- ----------- -----------
Net income (loss) $ 125,906 $ (26,734) $ 2,513 $ 101,685
=========== =========== =========== ===========
Earnings per share:
Basic $ 1.34 $ 1.08
=========== ===========
Diluted $ 1.33 $ 1.07
=========== ===========
Weighted average number of common shares
outstanding:
Basic 94,168 94,168
=========== ===========
Diluted 94,905 94,905
=========== ===========
The Notes to Unaudited Pro Forma Consolidated Financial Information are an integral part of these statements.
3
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OMNICARE, INC. AND SUBSIDIARY COMPANIES
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
UNAUDITED
(In thousands)
(1) This column is derived from the audited consolidated financial statements
of Omnicare, Inc. (the "Company") as of and for the year ended December
31, 2002.
(2) This column is derived from the unaudited financial statements of NCS
HealthCare, Inc. ("NCS") as of and for the twelve months ended December
31, 2002.
Reclassifications
- -----------------
(a) To reclassify historical NCS balances to conform with the Company's
presentation.
Balance Sheet
- -------------
(b) The Company funded the cash consideration and transaction costs for the
NCS acquisition of approximately $493,000 through a drawdown on its
$500,000 revolving credit facility.
(c) In connection with the acquisition, the Company repaid all NCS debt in
default, plus accrued interest of $15,408 (including a 1.64% call premium
on the NCS convertible debentures) totaling $324,052 at December 31, 2002.
(d) On January 15, 2003, the Company completed the acquisition of all
outstanding shares of NCS for a cash purchase price of approximately
$143,683 (including payment for outstanding "in the money" stock options
previously granted by NCS).
(e) To record estimated transaction costs of $38,500 expected to be paid in
connection with the acquisition. As of December 31, 2002, $13,000 of these
costs were accrued in the Company's consolidated financial statements.
These amounts are being shown as paid in the pro forma balance sheet with
the offset being recorded as additional goodwill.
(f) To record goodwill for the net effect of the NCS acquisition.
(g) To eliminate NCS' existing goodwill as of December 31, 2002.
(h) To reduce goodwill and to record estimated identifiable intangible assets
(e.g., customer relationship assets, etc.) associated with the NCS
acquisition.
(i) To eliminate the NCS deferred debt issuance costs as of December 31, 2002
relating to the debt which was repaid in full by the Company at closing.
(j) To eliminate the stockholders' equity accounts of NCS.
Income Statement
- ----------------
(k) To eliminate NCS' historical amortization of debt issuance costs, included
in selling, general and administrative expenses.
(l) To record amortization expense relating to the $11,000 of identifiable
intangible assets resulting from the acquisition, based preliminarily
on an average estimated useful life of four years.
(m) To adjust interest expense to:
Twelve Months Ended
December 31, 2002
-----------------
(i) eliminate historical interest expense on the NCS debt repaid at
closing $(22,359)
(ii) eliminate commitment fees on the Company's line of credit facility,
assuming drawn at a $493,000 level beginning January 1, 2002 (1,602)
(iii) record interest expense at 7% (the estimated average long-term rate
on the borrowings) on the $493,000 of cash consideration and transaction
costs financed by the Company through a drawdown on its $500,000
revolving credit facility, and assumed to be outstanding at January 1,
2002 (annual interest expense would change by approximately $616 for
each 1/8% change in the interest rate) 34,510
--------
$ 10,549
========
(n) Tax effect of all pretax pro forma adjustments at the Company's effective
tax rate of 38%, which is not materially different than the combined
federal and state statutory rates.
(o) To eliminate NCS' historical tax provision.
(p) To establish NCS tax provision at the Company's 38% effective tax rate
level.
4