Debt

Credit Lines

On July 31, 2014, we amended our $2.5 billion credit line (“Credit Agreement”) to extend the term to July 31, 2019. We have the ability to classify borrowings under the Credit Agreement as long-term. Additionally, we can issue up to $2.0 billion of commercial paper. At December 31, 2014 and 2013, there were no outstanding commercial paper issuances or borrowings under the Credit Agreement. We also have uncommitted credit lines aggregating $937.8 million and $1.1 billion at December 31, 2014 and 2013, respectively.

Available and unused credit lines at December 31, 2014 and 2013 were (in millions):



	2014		2013
Credit Agreement	$	2,500.0	$	2,500.0
Uncommitted credit lines	937.8		1,051.5
Available and unused credit lines	$	3,437.8	$	3,551.5

The Credit Agreement contains financial covenants that require us to maintain a Leverage Ratio of consolidated indebtedness to consolidated EBITDA to no more than 3 times for the most recently ended 12-month period (under the Credit Agreement, EBITDA is defined as earnings before interest, taxes, depreciation and amortization) and an Interest Coverage Ratio of consolidated EBITDA to interest expense of at least 5 times for the most recently ended 12-month period. At December 31, 2014 we were in compliance with these covenants, as our Leverage Ratio was 2.0 times and our Interest Coverage Ratio was 12.6 times. The Credit Agreement does not limit our ability to declare or pay dividends or repurchase our common stock.

Short-Term Borrowings

Short-term borrowings of $7.2 million and $5.9 million at December 31, 2014 and 2013, respectively, represent bank overdrafts and credit lines of our international subsidiaries. The bank overdrafts and credit lines are treated as unsecured loans pursuant to the agreements supporting the facilities. Due to the short-term nature of these instruments, carrying value approximates fair value. At December 31, 2014 and 2013, the weighted average interest rate on these borrowings was 6.0% and 5.6%, respectively.

Long-Term Notes Payable

Long-term notes payable at December 31, 2014 and 2013 were (in millions):



	2014			2013
5.9% Senior Notes due 2016	$	1,000.0		$	1,000.0
6.25% Senior Notes due 2019	500.0			500.0
4.45% Senior Notes due 2020	1,000.0			1,000.0
3.625% Senior Notes due 2022	1,250.0			1,250.0
3.65% Senior Notes due 2024	750.0			—
Other notes and loans	0.5			0.5
	4,500.5			3,750.5
Unamortized premium (discount) on Senior Notes, net	11.1			14.7
Adjustment to carrying value for interest rate swaps	51.4			15.9
	4,563.0			3,781.1
Current portion of debt	(0.4		)	(0.4		)
Long-term notes payable	$	4,562.6		$	3,780.7

In October 2014, we issued $750 million principal amount of 3.65% Senior Notes due 2024. The proceeds from the issuance were $747.6 million before deducting underwriting commissions and offering expenses.

Omnicom Capital Inc. (“OCI”), our wholly-owned finance subsidiary, together with us, is a co-obligor of all the Senior Notes. The Senior Notes are a joint and several liability of us and OCI, and we unconditionally guarantee OCI’s obligations with respect to the Senior Notes. OCI provides funding for our operations by incurring debt and lending the proceeds to our operating subsidiaries. OCI’s assets consist of cash and cash equivalents and intercompany loans made to our operating subsidiaries and the related interest receivable. There are no restrictions on the ability of OCI or us to obtain funds from our subsidiaries through dividends, loans or advances. Our Senior Notes are senior unsecured obligations that rank in equal right of payment with all existing and future unsecured senior indebtedness.

On May 1, 2014, we entered into a fixed-to-floating interest rate swap on the $1.25 billion principal amount of the 3.625% Senior Notes due 2022 (“2022 Notes”) and on September 29, 2014, we entered into a fixed-to-floating interest rate swap on the $1 billion principal amount of the 4.45 % Senior Notes due 2020 (“2020 Notes”). The interest rate swaps hedge the risk of changes in fair value of the 2022 Notes and the 2020 Notes attributable to changes in the benchmark LIBOR interest rate. Under the swap agreements, we receive fixed interest rate payments equal to the coupon interest rate on the 2022 Notes and the 2020 Notes and pay a variable interest rate on the total principal amount of the notes, equal to three month LIBOR in arrears, plus a spread of 1.05% on the 2022 Notes and a spread of 2.16% on the 2020 Notes. The swaps qualify and are designated as fair value hedges for accounting purposes. The swaps have the economic effect of converting the 2022 Notes and the 2020 Notes from fixed rate debt to floating rate debt. Gains and losses attributed to changes in the fair value of the interest rate swaps

substantially offset changes in the fair value of the 2022 Notes and the 2020 Notes attributed to changes in the benchmark interest rate. The net interest settlement is recorded in interest expense. At December 31, 2014, we recorded a receivable, which is included in other assets, of $42.7 million representing the fair value of the swaps that was substantially offset by the increase in the carrying value of the 2022 Notes and the 2020 Notes reflecting the change in fair value of the notes. Accordingly, any hedge ineffectiveness was not material to our results of operations.

Convertible Debt

At December 31, 2014, there was no convertible debt outstanding. Convertible debt outstanding at December 31, 2013 was comprised of our $252.7 million Convertible Notes due July 31, 2032 (“2032 Notes”).

On June 5, 2014, we called the outstanding 2032 Notes for redemption on July 31, 2014 at a redemption price of 100% of the principal amount of the notes. Prior to July 29, 2014, the noteholders had the right to convert their notes into shares of our common stock at a conversion rate of 18.463 shares per $1,000 principal amount. Substantially all noteholders exercised their conversion right and we paid $252.7 million in cash representing the principal amount of the notes that were converted and issued 1,217,112 shares of our common stock to satisfy the conversion premium. On July 31, 2014, we redeemed any 2032 Notes that were not converted.

On May 16, 2013, we called the outstanding Convertible Notes due 2033 (“2033 Notes”) and the Convertible Notes due 2038 (“2038 Notes”) for redemption on June 17, 2013 at a redemption price of 100% of the principal amount. Prior to June 13, 2013, the noteholders had the right to convert their notes into shares of our common stock at a conversion rate of 19.4174 shares per $1,000 principal amount. Substantially all noteholders exercised their conversion right and we paid $406.1 million in cash representing the principal amount of the notes that were converted and issued 1,499,792 shares of our common stock to satisfy the conversion premium. On June 17, 2013, we redeemed any 2033 Notes and 2038 Notes that were not converted.

Interest Expense

The components of interest expense for the three years ended December 31, 2014 were (in millions):



	2014		2013		2012
Long-term notes payable	$	155.0	$	174.7	$	156.2
Commercial paper	2.9		1.7		1.3
Fees	6.2		6.5		6.2
Other	13.1		14.3		16.0
	$	177.2	$	197.2	$	179.7

Maturities

The maturities of our long-term notes payable at December 31, 2014 are (in millions):



2015	$	0.4
2016	1,000.1
2017	—
2018	—
2019	500.0
Thereafter	3,000.0
	$	4,500.5