8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  July 29, 2003

OMNICOM GROUP INC.

(Exact Name of Registrant as Specified in its Charter)

New York

(State or Other Jurisdiction of Incorporation)

1-10551	13-1514814
(Commission File Number)	(I.R.S. Employer Identification No.)

437 Madison Avenue, New York, New York 10022

(Address of Principal Executive Offices) (Zip Code)

(212) 415-3600

(Registrant’s Telephone Number, Including Area Code)

Item 7.     Financial Statements and Exhibits.

(c) Exhibits.

99.1 Earnings release dated July 29, 2003.

99.2 Investor presentation materials dated July 29, 2003.

Item 9.     Regulation FD Disclosure.

     See “Item 12. Results of Operations and Financial Condition” below.

Item 12.    Regulation FD Disclosure.

     On July 29, 2003, Omnicom issued an earnings release reporting its financial results for the fiscal quarter and six months ended June 30, 2003. A copy of this earnings release is attached as Exhibit 99.1 hereto. Following the issuance of this earnings release, Omnicom hosted an earnings call in which its financial results for the fiscal quarter and six months ended June 30, 2003 were discussed. The investor presentation materials used for the call are attached as Exhibit 99.2 hereto.

     On July 29, 2003, Omnicom posted the materials attached as Exhibits 99.1 and 99.2 on its web site (www.omnicomgroup.com).

     As discussed on page 1 of Exhibit 99.2, the investor presentation contains forward-looking statements within the meaning of the federal securities laws. These statements are present expectations, and are subject to the limitations listed therein and in Omnicom’s other SEC reports, including that actual events or results may differ materially from those in the forward-looking statements.

     In addition, the investor presentation includes information on traditional return on equity, which for the amounts shown for 1994 and 2000, excludes a charge for the cumulative effect of an accounting change and a non-recurring gain, respectively. As a result of these exclusions, this presentation is a non-GAAP financial measure as defined under applicable SEC rules and regulations. The investor presentation includes an explanation of why management believes the presentation of this non-GAAP financial measure is useful to investors, as well as a reconciliation of the non-GAAP financial measure to the closest GAAP financial measure.

     The foregoing information (including the exhibits hereto) is being furnished under “Item 9. Regulation FD Disclosure” and “Item 12. Results of Operations and Financial Condition.” Such information (including the exhibits hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

     The filing of this Report and the furnishing of this information pursuant to Items 9 and 12 (including the investor presentation) do not mean that such information is material or that disclosure of such information is required.

SIGNATURES

     Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OMNICOM GROUP INC.
By:	/s/ Philip J. Angelastro Philip J. Angelastro Senior Vice President Finance and Controller

Date: July 29, 2003

  EX-99.1 3 e15298ex99_1.htm PRESS RELEASE

Exhibit 99.1

Omnicomnews

FOR IMMEDIATE RELEASE

 Contact: Randall Weisenburger
212-415-3393

Omnicom Reports Second Quarter 2003 Results

NEW YORK, July 29, 2003—Omnicom Group Inc. (NYSE-OMC) today announced that net income for the second quarter of 2003 increased 2% to $190.7 million from $187.3 million in the second quarter of 2002. Diluted earnings per share increased 2% to $1.02 per share in 2003 from $1.00 per share in 2002.

Worldwide revenue increased 12.2% to $2,149.5 million in the second quarter of 2003 from $1,916.6 million in the second quarter of 2002. Domestic revenue for the second quarter of 2003 increased 6% to $1,182.3 million compared to $1,117.5 million in 2002. International revenue for the second quarter of 2003 increased 21% to $967.2 million compared to $799.1 million in 2002.

Net income for the six months ended June 30, 2003 increased 1% to $319.3 million from $315.9 million in 2002. Diluted earnings per share increased 2% to $1.70 per share in 2003 from $1.67 per share in 2002.

Worldwide revenue for the six months ended June 30, 2003 increased 12% to $4,086.8 million from $3,649.0 million in 2002. Domestic revenue for the six months ended June 30, 2003 increased 7% to $2,281.8 million compared to $2,139.7 million in 2002. International revenue for the six months ended June 30, 2003 increased 20% to $1,805.0 million compared to $1,509.3 million in 2002.

Omnicom Group Inc. (NYSE-OMC) (www.omnicomgroup.com) is a leading global marketing and corporate communications company. Omnicom’s branded networks and numerous specialty firms provide advertising, strategic media planning and buying, direct and promotional marketing, public relations and other specialty communications services to over 5,000 clients in more than 100 countries.

For a live webcast and/or a replay of our second quarter earnings conference call, go to www.omnicomgroup.com/InvestorRelations.

 

  437 Madison Avenue, New York, N.Y. 10022.    (212) 415-3600    Telex 428245   Fax (212) 415-3530 

Omnicom Group Inc.

(Unaudited)
(in Thousands of Dollars, Except Per Share Data)

Three Months Ended June 30	2003		2002
Revenue	$ 2,149,508		$ 1,916,569
Operating and net interest expense	1,825,815		1,592,021
Income before income taxes	323,693		324,548
Income taxes	110,555		122,014
Income after income taxes	213,138		202,534
Equity in affiliates/Minority interests	(22,391	)	(15,219	)
Net income	$    190,747		$    187,315
Earnings per share
Basic	$          1.02		$          1.01
Diluted	$          1.02		$          1.00
Weighted average shares (in thousands)
Basic	187,172		185,705
Diluted(a)	188,125		188,119
Dividend declared per share	$          0.20		$          0.20

^(a) Diluted earnings per share for 2003 and 2002 was calculated using an assumed increase in net income of $302,000 and $188,000 respectively, related to the after-tax compensation expense from dividends on restricted shares.

 

  437 Madison Avenue, New York, N.Y. 10022.    (212) 415-3600    Telex 428245   Fax (212) 415-3530 

Omnicom Group Inc.

(Unaudited)
(in Thousands of Dollars, Except Per Share Data)

Six Months Ended June 30	2003		2002
Revenue	$ 4,086,753		$ 3,648,995
Operating and net interest expense	3,547,974		3,106,911
Income before income taxes	538,779		542,084
Income taxes	185,766		201,872
Income after income taxes	353,013		340,212
Equity in affiliates/Minority interests	(33,682	)	(24,331	)
Net income	$    319,331		$    315,881
Earnings per share
Basic	$          1.71		$          1.70
Diluted	$          1.70		$          1.67
Weighted average shares (in thousands)
Basic	186,864		186,227
Diluted(a)	187,658		189,056
Dividend declared per share	$          0.40		$          0.40

^(a) Diluted earnings per share for 2003 and 2002 was calculated using an assumed increase in net income of $604,000 and $375,000 respectively, related to the after-tax compensation expense from dividends on restricted shares.

 

  437 Madison Avenue, New York, N.Y. 10022.    (212) 415-3600    Telex 428245   Fax (212) 415-3530 

  EX-99.2 4 e15298ex99_2.htm INVESTOR PRESENTATION

Exhibit 99.2

OmnicomGroup

SECOND QUARTER 2003 RESULTS
Investor Presentation

July 29, 2003

The following materials have been prepared for use in the July 29, 2003 conference call on Omnicom’s results of operations for the quarter ended June 30, 2003. The call will be archived on the Internet at http://www.omnicomgroup.com/financialwebcasts.

Forward-Looking Statements

Certain of the statements in this document constitute forward-looking statements. These statements relate to future events or future financial performance and involve known and unknown risks and other factors that may cause our actual or our industry’s results, levels of activity or achievement to be materially different from those expressed or implied by any forward-looking statements. These risks and uncertainties include, but are not limited to, our future financial condition and results of operations, changes in general economic conditions, competitive factors, changes in client communication requirements, the hiring and retention of human resources and our international operations, which are subject to the risks of currency fluctuations and exchange controls. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of those terms or other comparable terminology. These statements are present expectations. Actual events or results may differ materially.

Other Information

All dollar amounts are in millions except for EPS. The following financial information contained in this document has not been audited, although some of it has been derived from Omnicom’s historical financial statements, including its audited financial statements. In addition, industry, operational and other non-financial data contained in this document has been derived from sources we believe to be reliable, but we have not independently verified such information, and we do not, nor does any other person, assume responsibility for the accuracy or completeness of that information.

The inclusion of information in this presentation does not mean that such information is material or that disclosure of such information is required.

OmnicomGroup  1

2003 vs. 2002 P&L Summary  

	Second Quarter				Year to Date
	2003	2002	% Change		2003	2002	% Change
Revenue	$2,149.5	$1,916.6	12.2	%	$4,086.8	$3,649.0	12.0	%
Operating Income	336.7	330.4	1.9	%	560.0	559.4	0.1	%
% Margin	15.7%	17.2%			13.7%	15.3%
Net Interest Expense	13.0	5.9			21.2	17.3
Profit Before Tax	323.7	324.5	(0.2)	%	538.8	542.1	(0.6)	%
% Margin	15.1%	16.9%			13.2%	14.9%
Taxes	110.6	122.0			185.8	201.9
% Tax Rate	34.2%	37.6%			34.5%	37.2%
Profit After Tax	213.1	202.5	5.2	%	353.0	340.2	3.8	%
Equity in Affiliates/ Min. Interest	(22.4)	(15.2)			(33.7)	(24.3)
Net Income	$190.7	$187.3	1.8	%	$319.3	$315.9	1.1	%

OmnicomGroup  2

2003 vs. 2002 Earnings Per Share  

	Second Quarter		Year to Date
	2003	2002	2003	2002
Earnings per Share:
Basic	$1.02	$1.01	$1.71	$1.70
Diluted	1.02	1.00	1.70	1.67
Weighted Average Shares (millions):
Basic	187.2	185.7	186.9	186.2
Diluted	188.1	188.1	187.7	189.1
Dividend Declared Per Share	$0.20	$0.20	$0.40	$0.40

OmnicomGroup  3

2003 Total Revenue Growth  

	Second Quarter		Year to Date
	$	%	$	%
Prior Period Revenue	$1,916.6		$3,649.0
Foreign Exchange (FX) Impact(a)	126.3	6.6%	233.6	6.4%
Acquisition Revenue(b)	56.7	3.0%	109.5	3.0%
Organic Revenue(c)	49.9	2.6%	94.7	2.6%
Current Period Revenue	$2,149.5	12.2%	$4,086.8	12.0%

(a) To calculate the FX impact, we first convert the current period’s local currency revenue using the average exchange rates from the equivalent prior period to arrive at constant currency revenue. The FX impact equals the difference between the current period revenue in U.S. dollars and the current period revenue in constant currency.

(b) Acquisition revenue is the aggregate of the applicable prior period revenue of the acquired businesses. Netted against this number is the revenue of any business included in the prior period reported revenue that was disposed of subsequent to the prior period.

(c) Organic revenue is calculated by subtracting both the acquisition revenue and the FX impact from total revenue growth.

OmnicomGroup  4

2003 Revenue By Discipline  

	Revenue By Discipline
	$ Mix	Growth
Advertising	944.2	14.9%
CRM	693.3	17.7%
PR	249.3	1.4%
Specialty	262.7	1.1%

	Revenue By Discipline
	$ Mix	Growth
Advertising	1,803.9	12.8%
CRM	1,324.5	19.2%
PR	474.4	0.2%
Specialty	484.0	4.2%

Note: “Growth” is the year-over-year growth from the prior period.

OmnicomGroup 5 

2003 Revenue By Geography  

	Domestic vs. International
	$ Mix	$ Growth
United States	$1,182.3	$64.7
Organic		32.6
Acquisition		32.1
International	$967.2	$168.2
Organic		17.3
Acquisition		24.6
FX		126.3

	Primary Markets
	$ Mix	Growth
United States	$1,182.3	5.8%
Euro Markets	446.8	24.0%
United Kingdom	232.1	18.9%
Other	288.3	18.4%

	Domestic vs. International
	$ Mix	$ Growth
United States	$2,281.8	$142.2
Organic		76.6
Acquisition		65.6
International	$1,805.0	$295.6
Organic		18.1
Acquisition		43.9
FX		233.6

	Primary Markets
	$ Mix	Growth
United States	$2,281.8	6.6%
Euro Markets	834.2	22.7%
United Kingdom	443.7	17.3%
Other	527.1	16.9%

OmnicomGroup  6

Current Credit Picture  

		Q2 End
		2003		2002
Operating Income (EBIT) (a)		$1,105		$1,094
Net Interest Expense (a)		$  34.4		$  50.3
EBIT / Net Interest		32.1	x	21.7	x
Total Debt / EBIT		2.4	x	2.5	x
Debt:
	Bank Loans (Due Less Than 1 Year)	$      65		$    103
	$835 Million Revolver Due 11/14/05	—		—
	CP issued under 364 Day Facility (b)	—		621
	5.20% Euro Notes Due 6/24/05 (c)	175		151
	$850 Million Convertible Notes Due 2/7/31	847		850
	$900 Million Convertible Notes Due 7/31/32	900		900
	$600 Million Convertible Notes Due 6/15/33	600		—
	Loan Notes and Sundry (various through 2012)	22		97
Total Debt		$2,609		$2,722
	Cash and Short Term Investments	544		454
Net Debt		$2,065		$2,268

(a) “Operating Income (EBIT)” and “Net Interest Expense” calculations shown are latest twelve month figures for the quarter ended as specified. Although our bank agreements reference EBITDA, we have used EBIT for this presentation because EBITDA is a non-GAAP measure. Latest twelve month figures for 2002 are adjusted to assume that the cessation of goodwill amortization occurred as of the beginning of the period.

(b)	The underlying $1.040 billion 364 Day Credit facility expires 11/14/03 plus one-year term out at Omnicom’s option.
(c)	The change in the outstanding balance is the result of changes in the Euro to U.S. dollar currency exchange rate.

OmnicomGroup  7

Current Liquidity Picture  

Omnicom believes it has ample liquidity to meet all foreseeable business and capital requirements.

				As of June 30, 2003
			Total Amount of Facility	Outstanding	Available
Committed Facilities
	364 Day Revolving Credit Facility(a)		$1,040	$ —	$1,040
	3 Year Revolving Credit Facility		835	—	835
	Other Committed Credit Facilities		65	65	—
Total Committed Facilities			1,940	65	1,875
Uncommitted Facilities(b)			391	—	—	(b)
Total Credit Facilities			$2,331	$ 65	$1,875
		Cash & Short Term Investments			544
		Total Liquidity Available			$2,419

(a)	The underlying $1.040 billion 364 Day Credit facility expires 11/14/03 plus one-year term out at Omnicom’s option.
(b)	Uncommitted facilities in the U.S., U.K. and Canada. These amounts are excluded for purposes of this analysis.

OmnicomGroup  8

Traditional Return on Equity^(a)  

Note: Prior year amounts not adjusted here to reflect acquisitions accounted for as poolings of interest. 1994 excludes a $28.0 million after-tax charge for the cumulative effect of an accounting change related to post-employment benefits. In addition, 2000 excludes a $63.8 million after-tax gain from the sale of Razorfish shares. As a result of these exclusions, this presentation is a non-GAAP financial measure. We believe that by excluding these items noted above, this schedule presents the calculation of traditional return on equity using amounts that are more comparable year to year and thus more meaningful for purposes of this analysis. If the accounting change were included, the 1994 “Traditional Return on Equity” would have been 19.9%. If the Razorfish gain were included, the 2000 “Traditional Return on Equity” would have been 32.1%. If both the accounting change and Razorfish gain were included, the 10 year average would have been 29.5%.

(a) “Traditional Return on Equity” is Net Income for the given period divided by the shareholders’ equity at the end of the prior period.

(b) LTM result is calculated as the Net Income for the previous twelve months ended 6/30/03 divided by the shareholders’ equity on 6/30/02.

OmnicomGroup  9

 

Acquisitions Summary

Acquisition Related Expenditures  

	6 Months YTD 2003
New Subsidiary Acquisitions (a)	$ 23.6
Affiliates to Subsidiaries (b)	0.0
Affiliates (c)	2.0
Existing Subsidiaries (d)	71.5
Earn-outs (e)	147.8
Total Acquisition Expenditures	$244.9

Note: See appendix for subsidiary acquisition profiles.

(a) Includes acquisitions of a majority interest in new agencies resulting in their consolidation. Does not include the redemption of preferred stock in connection with the acquisition of AGENCY.COM which closed in June 2003.

(b) Includes acquisitions of additional equity interests in existing affiliate agencies resulting in their majority ownership and consolidation.

(c) Includes acquisitions of less than a majority interest in agencies in which Omnicom did not have a prior equity interest and the acquisition of additional interests in existing affiliated agencies that did not result in majority ownership.

(d) Includes the acquisition of additional equity interests in already consolidated subsidiary agencies.

(e) Includes additional consideration paid for acquisitions completed in prior periods.

OmnicomGroup Acquisitions  11

Potential Earn-out Obligations  

The following is an estimate of future earn-out related obligations as of
June 30, 2003, assuming that the underlying acquired agencies continue to perform at their current levels:^(a)

2003(b)	2004	2005	2006	Thereafter	Total
$114.8	$104.4	$89.0	$36.6	$30.2	$375.0

(a) The ultimate payments will vary as they are dependent on future events.

(b) Estimated remaining obligations as of June 30, 2003.

OmnicomGroup Acquisitions  12

Potential Put Obligations  

In conjunction with certain transactions Omnicom has agreed to acquire (at the sellers’ option) additional equity interests. The following is an estimate of these potential future “put” obligations (as of June 30, 2003), assuming these underlying acquired agencies continue to perform at their current levels:

	Currently Exercisable	Not Currently Exercisable	Total
Subsidiary Agencies	$113.9	$118.0	$231.9
Affiliated Agencies	14.8	10.0	24.8
Total	$128.7	$128.0	$256.7

OmnicomGroup Acquisitions  13

Acquisitions Quarter-to-Date  

The following pages are summaries of
acquisitions completed during the quarter
ended June 30, 2003

 

OmnicomGroup Acquisitions  14

Siegel & Gale

Siegel & Gale is a strategic branding consulting firm with offices in New York and Los Angeles. For over 30 years, the firm has helped clients achieve the full potential of their businesses by defining, differentiating and projecting the unique value of their brands.

 

OmnicomGroup Acquisitions  15

Research by Design

Research by Design (“RBD”), established in 1989, provides custom, proprietary market research services to pharmaceutical, biotechnology, medical device and other healthcare companies. The company offers information support for domestic and international development and marketing of healthcare products.

RBD services include strategic consulting, concept evaluation, opportunity analysis, positioning, pricing research, modeling, segmentation, promotional testing, technology assessment, new product tracking, and multivariate analysis; employing focus groups, depth interviews and telephone and internet surveys. RBD is located in Doylestown, PA and is a member of the Adelphi Group of companies.

 

OmnicomGroup Acquisitions  16

pierce promotions & event management

pierce promotions & event management is a top-ranked national event marketing agency specializing in integrated, experiential marketing across multiple media and channels. Capabilities include retailtainment/in-store events, mobile marketing, sampling, mall marketing, sports marketing, radio promotion and special events. pierce is located in Portland, Maine.

 

OmnicomGroup Acquisitions  17

AGENCY.COM

AGENCY.COM is an interactive marketing and technology agency which builds world-class, customer-focused Web sites, intranets and extranets, supported by interactive marketing and advertising services.

With its focus on using interactive technology in the most cost-efficient way to create superior service experiences that deliver value to businesses and customers alike, AGENCY.COM’s interactive solutions have helped many market leading brands not only acquire and retain customers, but also increase their lifetime value.

 

OmnicomGroup Acquisitions  18

EX-99.1

EX-99.1 

EX-99.2

Exhibit 99.2

OmnicomGroup