Debt and Credit Arrangements

Long-Term Debt

A summary of the carrying amounts and fair values of our long-term debt is listed below.



	Effective Interest Rate	September 30, 2018				December 31, 2017
	Effective Interest Rate	Book Value		Fair Value ¹		Book Value		Fair Value ¹
3.50% Senior Notes due 2020 (less unamortized discount and issuance costs of $0.9 and $2.9, respectively)	3.89%	$	496.2	$	500.1	$	—	$	—
3.75% Senior Notes due 2021 (less unamortized discount and issuance costs of $0.3 and $3.2, respectively)	3.98%	496.5		500.8		—		—
4.00% Senior Notes due 2022 (less unamortized discount and issuance costs of $1.1 and $0.9, respectively)	4.13%	248.0		249.9		247.6		259.0
3.75% Senior Notes due 2023 (less unamortized discount and issuance costs of $0.7 and $1.8, respectively)	4.32%	497.5		494.9		497.1		513.2
4.20% Senior Notes due 2024 (less unamortized discount and issuance costs of $0.6 and $2.3, respectively)	4.24%	497.1		501.6		496.7		524.2
4.65% Senior Notes due 2028 (less unamortized discount and issuance costs of $1.7 and $4.4, respectively)	4.78%	493.9		500.6		—		—
5.40% Senior Notes due 2048 (less unamortized discount and issuance costs of $2.8 and $5.6, respectively)	5.48%	491.6		497.3		—		—
Other notes payable and capitalized leases		40.7		40.7		46.2		46.2
Total long-term debt		3,261.5				1,287.6
Less: current portion		0.1				2.0
Long-term debt, excluding current portion		$	3,261.4			$	1,285.6


1	See Note 13 for information on the fair value measurement of our long-term debt.

Debt Transactions

Bridge Facility Commitment

On July 2, 2018, we entered into a Membership Interest Purchase Agreement (the "Acxiom Purchase Agreement") to acquire the Acxiom Marketing Solutions business from Acxiom Corporation for $2,300.0 in cash, subject to final customary adjustments (the “Acxiom Acquisition”). On that same date, we entered into a commitment letter for a 364-day senior unsecured bridge loan facility in aggregate principal amount of up to $2,300.0 to fund the Acxiom Acquisition (the "Bridge Facility Commitment") in the event we were unable otherwise to secure financing for the planned acquisition. By its terms, the Bridge Facility Commitment was terminated when we secured financing for the acquisition under the Term Loan Agreement and with the issuance of the Senior Notes (as defined and discussed below).

Term Loan Agreement

To provide financing for the Acxiom Acquisition, on July 27, 2018, we entered into a Term Loan Agreement with third-party lenders for $500.0 (the "Term Loan Agreement"). By its terms, any funding under the Term Loan Agreement would occur substantially concurrently with the consummation date of the Acxiom Acquisition (the "Acxiom Closing Date"), may be used solely to finance the payment of the cash consideration payable under Acxiom Purchase Agreement and to pay related fees and expenses, and will mature on the three-year anniversary of the Acxiom Closing Date. See Note 16 for further details regarding the closing of the Acxiom Acquisition.

Senior Notes

On September 21, 2018, we issued a total of $2,000.0 in aggregate principal amount of unsecured senior notes (in four separate series of $500.0 each, together, the "Senior Notes") for purposes of financing the Acxiom Acquisition. Upon issuance, the Senior Notes were reflected on our Consolidated Balance Sheets net of discount in the amount of $5.8 and net of the capitalized debt issuance costs, including commissions and offering expenses, in the amount of $16.1, both of which will be amortized in interest expense through the respective maturity dates of each series of Senior Notes using the effective interest method. Interest is payable semi-annually in arrears on April 1st and October 1st of each year, commencing on April 1, 2019.

The issuance was comprised of the following four series of notes:



Senior Notes	Par Value		Discount at Issuance		Net Price at Issuance		Issuance Cost		Net Proceeds
3.50% Senior Notes Due 2020	$	500.0	$	1.0	$	499.0	$	2.9	$	496.1
3.75% Senior Notes Due 2021	500.0		0.3		499.7		3.2		496.5
4.65% Senior Notes Due 2028	500.0		1.7		498.3		4.4		493.9
5.40% Senior Notes Due 2048	500.0		2.8		497.2		5.6		491.6
Total	$	2,000.0	$	5.8	$	1,994.2	$	16.1	$	1,978.1

Proceeds from the issuance of the Senior debt may be used to finance the Acxiom Acquisition or for general corporate purposes, including repayment of commercial paper balances. During the third quarter ended September 30, 2018, we repaid a portion of our commercial paper borrowings and uncommitted lines of credit in the amount of $800.0 and $59.0, respectively. We retained the remainder to fund the Acxiom Acquisition.

Consistent with our other debt securities, the newly issued Senior Notes include covenants that, among other things, limit our liens and the liens of certain of our consolidated subsidiaries, but do not require us to maintain any financial ratios or specified levels of net worth or liquidity. We may redeem each series of the Senior Notes at any time in whole or from time to time in part in accordance with the provisions of the indenture, including the applicable supplemental indenture, under which such series of Senior Notes was issued. If the Acxiom Acquisition had been terminated or had not closed on or prior to June 30, 2019, we would have been required to redeem the Senior Notes due 2020, 2021 and 2028 at a redemption price equal to 101% of the principal amount thereof, plus accrued and unpaid interest. Additionally, upon the occurrence of a change of control repurchase event with respect to the Senior Notes, each holder of the Senior Notes has the right to require the Company to purchase that holder’s Senior Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, unless the Company has exercised its option to redeem all the Senior Notes. For further information on the closing of the Acxiom Acquisition, see Note 16.

Credit Agreements

We maintain a committed corporate credit facility, which has been amended and restated from time to time (the "Credit Agreement"). We use our Credit Agreement to increase our financial flexibility, to provide letters of credit primarily to support obligations of our subsidiaries and to support our commercial paper program. The Credit Agreement is a revolving facility, expiring in October 2022, under which amounts borrowed by us or any of our subsidiaries designated under the Credit Agreement may be repaid and reborrowed, subject to an aggregate lending limit of $1,500.0, or the equivalent in other currencies. The Company has the ability to increase the commitments under the Credit Agreement from time to time by an additional amount of up to $250.0, provided the Company receives commitments for such increases and satisfies certain other conditions. The aggregate available amount of letters of credit outstanding may decrease or increase, subject to a sublimit on letters of credit of $50.0, or the equivalent in other currencies. Our obligations under the Credit Agreement are unsecured. As of September 30, 2018, there were no borrowings under the Credit Agreement; however, we had $8.5 of letters of credit under the Credit Agreement, which reduced our total availability to $1,491.5. We were in compliance with all of our covenants in the Credit Agreement as of September 30, 2018.

On July 27, 2018, we entered into Amendment No. 1 to our Credit Agreement (the "Amendment"). The Amendment increased the maximum leverage ratio covenant to (i) 4.00 to 1.00 for the first, second and third fiscal quarters ending after the Acxiom Closing Date, (ii) 3.75 to 1.00 for the fourth, fifth, sixth and seventh full fiscal quarters ending after the Acxiom Closing Date and (iii) 3.50 to 1.00 for the eighth full fiscal quarter ending after the Acxiom Closing Date and thereafter. The Amendment further excludes any debt securities issued to finance the Acxiom Acquisition for purposes of determining compliance with the aforementioned leverage ratios until the Acxiom Closing Date to the extent that the cash proceeds from the issuance of such debt securities are either held in escrow on customary terms or are held by the Company as unrestricted cash or cash equivalents.

We also have uncommitted lines of credit with various banks that permit borrowings at variable interest rates and that are primarily used to fund working capital needs. We have guaranteed the repayment of some of these borrowings made by certain subsidiaries. If we lose access to these credit lines, we would have to provide funding directly to some of our operations. As of September 30, 2018, the Company had uncommitted lines of credit in an aggregate amount of $1,157.0, under which we had outstanding borrowings of $66.6 classified as short-term borrowings on our Consolidated Balance Sheet. The average amount outstanding during the third quarter of 2018 was $100.6, with a weighted-average interest rate of approximately 4.3%.

Commercial Paper

We have a commercial paper program under which the Company is authorized to issue unsecured commercial paper up to a maximum aggregate amount outstanding at any time of $1,500.0. Borrowings under the program are supported by the Credit Agreement described above. Proceeds of the commercial paper are used for working capital and general corporate purposes, including the repayment of maturing indebtedness and other short-term liquidity needs. The maturities of the commercial paper vary but may not exceed 397 days from the date of issue. As of September 30, 2018, there was $16.0 of commercial paper outstanding. The average amount outstanding under the program during the third quarter of 2018 was $735.7, with a weighted-average interest rate of 2.4% and a weighted-average maturity of fifteen days.