The following table summarizes the Company's debt (in thousands):



	June 30, 2014			December 31, 2013
Revolving loans, due 2017	$	—		$	—
Senior term loan, due 2017	387,813			398,438
7.75% senior subordinated notes, due 2020	400,000			400,000
3.75% convertible senior subordinated notes, due 2025	80,009			132,408
4.00% junior subordinated convertible debentures, due 2033	307,122			307,153
3.25% convertible senior debentures, due 2035	427,500			427,500
3.75% convertible senior subordinated notes, due 2042	390,000			390,000
3.50% convertible senior subordinated notes, due 2044	424,250			424,250
Capitalized lease and other debt obligations	16,839			20,685
Subtotal	2,433,533			2,500,434
Add interest rate swap agreements	22,088			18,671
(Subtract) unamortized debt discount	(543,264		)	(573,082		)
(Subtract) current portion of debt	(494,738		)	(527,204		)
Total long-term debt, net	$	1,417,619		$	1,418,819

3.75% Convertible Senior Subordinated Notes, due 2025

During the three months ended June 30, 2014, through privately negotiated transactions, Omnicare repurchased approximately $52 million in aggregate principal amount of its outstanding 3.75% Convertible Senior Subordinated Notes due 2025 (the "2025 Notes") for approximately $134 million in cash. The Company recognized loss on the repurchases of approximately $8 million in the three and six months ended June 30, 2014, which is reflected in "Other charges" on the Consolidated Statements of Comprehensive Income.

As of June 30, 2014, Omnicare has outstanding approximately $80 million aggregate principal amount of the 2025 Notes. The 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 period of the 30 consecutive trading days 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, based on a daily conversion value calculated on a proportionate basis for each day of the 25 trading-day cash settlement averaging period. The conversion price is $26.84 and the conversion threshold is $34.89 as of June 30, 2014. As of June 30, 2014 and December 31, 2013, the aforementioned conversion threshold had been attained. As a result, the 2025 Notes were convertible by the holders to cash and to common stock and have been classified as current debt, net of discount, on the Consolidated Balance Sheet as of June 30, 2014 and December 31, 2013. Accordingly, since 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 which had not yet been accreted to its face value.

4.00% Junior Subordinated Convertible Debentures, due 2033

Omnicare has outstanding $307 million aggregate principal amount of 4.00% Junior Subordinated convertible debentures, due 2033 (the “2033 Debentures”). The 2033 Debentures underlie the securities in the 4.00% Trust Preferred Income Equity Redeemable Securities ("Trust PIERS") of Omnicare Capital Trust I and Omnicare Capital Trust II (the "Series A Trust PIERS" and "Series B Trust PIERS", respectively). Each Trust PIERS represents an undivided beneficial interest in the assets of the applicable trust, which assets consist solely of a corresponding amount of 2033 Debentures. The Series A Trust PIERS and the Series B Trust PIERS have identical terms, except that the Series B Trust PIERS have a net share settlement feature. Holders may convert their Trust PIERS 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 period of the 30 consecutive trading days ending on, and including, the last trading day of the previous quarter. The conversion price is $40.82 and the conversion threshold is $53.07 as of June 30, 2014. As of June 30, 2014 and December 31, 2013, the aforementioned conversion threshold had been attained. As a result, the Trust PIERS (and the underlying 2033 Debentures) were convertible by the holders and have been classified as current debt, net of discount, on the Consolidated Balance Sheet as of June 30, 2014 and December 31, 2013. Accordingly, since the terms of the majority of the 2033 Debentures require the principal to be settled in cash, the Company reclassified from equity the portion attributable to the conversion feature which had not yet been accreted to its face value.

In addition to the continued accrual of regular cash interest, contingent interest accrued on the Trust PIERS (and the underlying 2033 Debentures) for the periods from December 15, 2013 to March 14, 2014 and March 15, 2014 to June 14, 2014 and will accrue for the period from June 15, 2014 to September 14, 2014 at a rate of 0.125% of the average trading price of the Trust PIERS for the five trading days ended December 12, 2013, March 13, 2014, and June 12, 2014 respectively. Contingent cash interest of approximately $0.09 per $50 stated liquidation amount of Trust PIERS (and per $50 principal amount of the underlying 2033 Debentures) was paid on March 17, 2014 and June 16, 2014. Contingent cash interest of approximately $0.10 per $50 stated liquidation amount of Trust PIERS (and per $50 principal amount of the underlying 2033 Debentures) is expected to be paid on September 15, 2014.

3.75% Convertible Senior Subordinated Notes, due 2042

Omnicare has outstanding $390 million aggregate principal amount of 3.75% Convertible Senior Subordinated Notes due 2042 (the "2042 Notes"). The holders may convert their 2042 Notes, prior to April 1, 2040, 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 period of the 30 consecutive trading days ending on, and including, the last trading day of the previous quarter, or at any time on or after April 1, 2040 or under certain other specified circumstances. Upon conversion, the Company will pay cash and shares of its common stock, if any, based on a daily conversion value calculated on a proportionate basis for each day of the 25 trading-day cash settlement averaging period. The conversion price is $41.05 and the conversion threshold is $53.37 as of June 30, 2014. As of June 30, 2014 and December 31, 2013, the aforementioned conversion threshold had been attained. As a result, the 2042 Notes were convertible by the holders to cash and to common stock and have been classified as current debt, net of discount, on the Consolidated Balance Sheet as of June 30, 2014 and December 31, 2013. Accordingly, since the terms of the 2042 Notes require the principal to be settled in cash, the Company reclassified from equity the portion attributable to the conversion feature which had not yet been accreted to its face value.

As outlined above, many of the Company’s outstanding notes and debentures are convertible into cash and/or shares of Omnicare common stock upon certain specified circumstances, including if the closing price of our common stock is more than 130% of the conversion price for such notes/debentures during the applicable measurement period (the "Convertible Notes"). In general, upon conversion, the Company will pay cash for the principal amount and shares of common stock for the remainder, if any, based on a daily conversion value during the applicable cash settlement averaging period; provided that the Company will pay cash in lieu of any fractional shares. Payment occurs at the end of the applicable settlement period, which is generally 30 days after the Company receives a holder’s notice of conversion. As of June 30, 2014, approximately $777 million in aggregate principal amount was convertible, which includes the 2025 Notes, the 2042 Notes and the 2033 Debentures.

The amount convertible at any given time is subject to change depending on factors such as the price of the Company’s common stock during the applicable measurement period. The Company cannot predict the aggregate principal amount of Convertible Notes that will be convertible at any given time or how many, if any, holders of such Convertible Notes will present for conversion or the impact of any such conversions on results of operations, financial condition, liquidity or cash flows.

As of June 30, 2014, there was $388 million outstanding under the Company's term loan. The interest rate on the term loan was 1.90% at June 30, 2014. As of June 30, 2014, the Company had no outstanding balance under its revolving credit facility, except for approximately $14 million of standby letters of credit, substantially all of which are subject to automatic annual renewals.

The weighted average floating interest rate on the Interest Rate Swap Agreements in the second quarter of 2014 was 4.20% versus the 7.75% stated rate on the corresponding 2020 Notes, which had a remaining principal balance of $400 million at June 30, 2014.

The Company amortized to expense approximately $1 million of deferred debt issuance costs during each of the three month periods ended June 30, 2014 and 2013 and $2 million during each of the six month periods ended June 30, 2014 and 2013, respectively. Interest expense for three and six months ended June 30, 2014 includes the write-off of approximately $1 million in deferred debt issuance costs related to the second quarter repurchase transaction.

Information relating to the Company's convertible securities at June 30, 2014 is 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	11.50	8.25	%
4.00% junior subordinated convertible debentures, due 2033	$	118,348	19.00	8.01	%
3.25% convertible senior debentures, due 2035	$	245,433	1.50	7.63	%
3.75% convertible senior subordinated notes, due 2042	$	167,941	27.75	7.30	%
3.50% convertible senior subordinated notes, due 2044	$	208,200	29.65	7.70	%

The fair value of the Company’s fixed-rate debt facilities, excluding the Interest Rate Swap Agreements, is based on quoted market prices (Level II) and is summarized as follows (in thousands):



Fair Value of Financial Instruments
	June 30, 2014				December 31, 2013
Financial Instrument	Book Value		Market Value		Book Value		Market Value
7.75% senior subordinated notes, due 2020	$	400,000	$	434,200	$	400,000	$	435,800
3.75% convertible senior subordinated notes, due 2025
Carrying value	53,468		—		87,310
Unamortized debt discount	26,541		—		45,098
Principal amount	80,009		196,600		132,408		306,500
4.00% junior subordinated convertible debentures, due 2033
Carrying value	187,441		—		186,136
Unamortized debt discount	119,681		—		121,017
Principal amount	307,122		501,000		307,153		455,900
3.25% convertible senior debentures, due 2035
Carrying value	401,243		—		393,126
Unamortized debt discount	26,257		—		34,374
Principal amount	427,500		455,900		427,500		457,400
3.75% convertible senior subordinated notes, due 2042
Carrying value	225,923		—		225,014
Unamortized debt discount	164,077		—		164,986
Principal amount	390,000		643,500		390,000		592,800
3.50% convertible senior subordinated notes, due 2044
Carrying value	217,542		—		216,643
Unamortized debt discount	206,708		—		207,607
Principal amount	424,250		492,100		424,250		428,500