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): October 28, 2003

OMNICOM GROUP INC.

(Exact Name of Registrant as Specified in its Charter)

New York

(State or Other Jurisdiction of Incorporation)

1-10551 (Commission File Number) 13-1514814
(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 October 28, 2003.

99.2 Investor presentation materials dated October 28, 2003.

Item 9.    Regulation FD Disclosure.

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

Item 12.   Results of Operations and Financial Condition.

     On October 28, 2003, Omnicom Group Inc. (“Omnicom”) issued an earnings release reporting its financial results for the fiscal quarter and nine months ended September 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 nine months ended September 30, 2003 were discussed. The investor presentation materials used for the call are attached as Exhibit 99.2 hereto.

     On October 28, 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.

 

2

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: October 28, 2003

 

3

EXHIBIT INDEX

 Exhibit
Number Description of Documents

 99.1 Earnings Release dated October 28, 2003.

 99.2 Investor presentation materials dated October 28, 2003.

  EX-99.1 3 e15987ex99_1.htm EARNINGS RELEASE

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact: Randall Weisenburger
212-415-3393

Omnicom Reports Third Quarter 2003 Results

NEW YORK, October 28, 2003 — Omnicom Group Inc. (NYSE-OMC) today announced that net income for the third quarter of 2003 increased 7% to $135.3 million from $126.1 million in the third quarter of 2002. Diluted earnings per share increased 6% to $0.72 per share in 2003 from $0.68 per share in 2002.

Worldwide revenue increased 15% to $2,028.6 million in the third quarter of 2003 from $1,768.5 million in the third quarter of 2002. Domestic revenue for the third quarter of 2003 increased 12% to $1,111.1 million compared to $991.4 million in 2002. International revenue for the third quarter of 2003 increased 18% to $917.5 million compared to $777.1 million in 2002.

Net income for the nine months ended September 30, 2003 increased 3% to $454.6 million from $442.0 million in 2002. Diluted earnings per share increased 3% to $2.42 per share in 2003 from $2.36 per share in 2002.

Worldwide revenue for the nine months ended September 30, 2003 increased 13% to $6,115.4 million from $5,417.5 million in 2002. Domestic revenue for the nine months ended September 30, 2003 increased 8% to $3,392.9 million compared to $3,131.1 million in 2002. International revenue for the nine months ended September 30, 2003 increased 19% to $2,722.5 million compared to $2,286.4 million in 2002.

 

Omnicom Reports Third Quarter 2003 Results (continued)

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 third quarter earnings conference call, go to www.omnicomgroup.com/InvestorRelations.

Omnicom Group Inc.

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

Three Months Ended September 30	2003		2002
Revenue	$ 2,028,603		$ 1,768,459
Operating Expenses	1,794,191		1,557,068
Operating Income	234,412		211,391
Net Interest Expense	11,534		5,564
Income before income taxes	222,878		205,827
Income taxes	75,510		69,696
Income after income taxes	147,368		136,131
Equity in affiliates/Minority interests	(12,099	)	(10,027	)
Net income	$    135,269		$    126,104
Earnings per share
Basic	$    0.72		$    0.68
Diluted	$    0.72		$    0.68
Weighted average shares (in thousands)
Basic	187,499		185,865
Diluted	189,320		186,652
Dividend declared per share	$    0.20		$    0.20

 

Omnicom Group Inc.

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

Nine Months Ended September 30	2003		2002
Revenue	$ 6,115,356		$ 5,417,454
Operating Expenses	5,320,945		4,646,714
Operating Income	794,411		770,740
Net Interest Expense	32,754		22,829
Income before income taxes	761,657		747,911
Income taxes	261,276		271,568
Income after income taxes	500,381		476,343
Equity in affiliates/Minority interests	(45,780	)	(34,358	)
Net income	$    454,601		$    441,985
Earnings per share
Basic	$    2.43		$    2.37
Diluted	$    2.42		$    2.36
Weighted average shares (in thousands)
Basic	187,076		186,107
Diluted	188,177		187,923
Dividend declared per share	$    0.60		$    0.60

  EX-99.2 4 e15987ex99_2.htm INVESTOR PRESENTATION

Exhibit 99.2

OmnicomGroup

THIRD QUARTER 2003 RESULTS
Investor Presentation

October 28, 2003

The following materials have been prepared for use in the October 28, 2003 conference call on Omnicom’s results of operations for the quarter ended September 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

	Third Quarter				Year to Date
	2003	2002	% Change		2003	2002	% Change
Revenue	$2,028.6	$1,768.5	14.7	%	$6,115.4	$5,417.5	12.9	%
Operating Income	234.4	211.4	10.9	%	794.5	770.7	3.1	%
% Margin	11.6%	12.0%			13.0%	14.2%
Net Interest Expense	11.5	5.6			32.8	22.8
Profit Before Tax	222.9	205.8	8.3	%	761.7	747.9	1.8	%
% Margin	11.0%	11.6%			12.5%	13.8%
Taxes	75.5	69.7			261.3	271.6
% Tax Rate	33.9%	33.9%			34.3%	36.3%
Profit After Tax	147.4	136.1	8.2	%	500.4	476.3	5.1	%
Equity in Affiliates/ Min. Interest	(12.1)	(10.0)			(45.8)	(34.3)
Net Income	$   135.3	$   126.1	7.2	%	$   454.6	$   442.0	2.8	%

OmnicomGroup  2

2003 vs. 2002 Earnings Per Share

	Third Quarter		Year to Date
	2003	2002	2003	2002
Earnings per Share:
Basic	$0.72	$0.68	$2.43	$2.37
Diluted	0.72	0.68	2.42	2.36
Weighted Average Shares (millions):
Basic	187.5	185.9	187.1	186.1
Diluted	189.3	186.7	188.2	187.9
Dividend Declared Per Share	$0.20	$0.20	$0.60	$0.60

OmnicomGroup  3

2003 Total Revenue Growth

	Third Quarter		Year to Date
	$	%	$	%
Prior Period Revenue	$1,768.5		$5,417.5
Foreign Exchange (FX) Impact(a)	80.2	4.5%	313.8	5.8%
Acquisition Revenue(b)	87.2	4.9%	196.6	3.6%
Organic Revenue(c)	92.7	5.2%	187.5	3.5%
Current Period Revenue	$2,028.6	14.7%	$6,115.4	12.9%

(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	844.5	12.7%
CRM	717.7	19.8%
PR	232.1	5.2%
Specialty	234.3	17.5%

	Revenue By Discipline
	$ Mix	Growth
Advertising	2,648.4	12.7%
CRM	2,042.2	19.4%
PR	706.5	1.8%
Specialty	718.3	8.2%

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	$1,111.1	$119.7
Organic		66.2
Acquisition		53.5
International	$917.5	$140.5
Organic		26.6
Acquisition		33.7
FX		80.2
	Primary Markets
	$ Mix	Growth
United States	$1,111.1	12.1%
Euro Markets	411.6	18.8%
United Kingdom	223.5	8.8%
Other	282.4	25.4%

	Domestic vs. International
	$ Mix	$ Growth
United States	$3,392.9	$261.8
Organic		142.7
Acquisition		119.1
International	$2,722.5	$436.1
Organic		44.7
Acquisition		77.6
FX		313.8
	Primary Markets
	$ Mix	Growth
United States	$3,392.9	8.4%
Euro Markets	1,245.8	21.3%
United Kingdom	667.2	14.3%
Other	809.5	19.7%

OmnicomGroup  6

Current Credit Picture

		Q3 End
		2003		2002
Operating Income (EBIT) (a)		$1,128		$1,100
Net Interest Expense (a)		$  40.4		$  37.8
EBIT / Net Interest		27.9	x	29.1	x
Total Debt / EBIT		2.3	x	2.4	x
Debt:
	Bank Loans (Due Less Than 1 Year)	$      53		$     95
	$835 Million Revolver Due 11/14/05	—		374
	CP issued under 364 Day Facility (b)	—		200
	5.20% Euro Notes Due 6/24/05 (c)	178		151
	$850 Million Convertible Notes Due 2/7/31	847		850
	$900 Million Convertible Notes Due 7/31/32	892		900
	$600 Million Convertible Notes Due 6/15/33	600		—
	Loan Notes and Sundry (various through 2012)	19		65
Total Debt		$2,589		$2,635
	Cash and Short Term Investments	588		393
Net Debt		$2,001		$2,242

(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 September 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		35	35	—
Total Committed Facilities			1,910	35	1,875
Uncommitted Facilities(b)			391	18	—	(b)
Total Credit Facilities			$2,301	$ 53	$1,875
		Cash & Short Term Investments			588
		Total Liquidity Available			$2,463

(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 non-recurring 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 29.4%.

(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 9/30/03 divided by the shareholders’ equity on 9/30/02.

OmnicomGroup  9

 

Acquisitions Summary

Acquisition Related Expenditures

	9 Months YTD 2003
New Subsidiary Acquisitions (a)	$  30
Affiliates to Subsidiaries (b)	7
Affiliates (c)	2
Existing Subsidiaries (d)	72
Earn-outs (e)	220
Total Acquisition Expenditures	$331

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 September 30, 2003, assuming that the underlying acquired agencies continue to perform at their current levels:^(a)

2003(b)	2004	2005	2006	Thereafter	Total
$29	$114	$104	$41	$36	$324

(a) The ultimate payments will vary as they are dependent on future events and changes in FX rates.

(b) Estimated remaining obligations as of September 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 September 30, 2003), assuming these underlying acquired agencies continue to perform at their current
levels:^(a)

	Currently Exercisable	Not Currently Exercisable	Total
Subsidiary Agencies	$111	$128	$239
Affiliated Agencies	8	10	18
Total	$119	$138	$257

(a) The ultimate payments will vary as they are dependent on future events and changes in FX rates.

OmnicomGroup Acquisitions  13

Acquisitions Quarter-to-Date

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

 

OmnicomGroup Acquisitions  14

The Delfin Group

The Delfin Group specializes in event and field marketing, offering a full range of capabilities throughout Spain and Portugal. The Group has years of experience in sports marketing programs, grassroots activities and strategic sponsorship integration. Considered one of the top 20 emotional brand building agencies throughout all of Europe, the Delfin Group has the ability and expertise to develop targeted domestic programs or integrate multi-faceted global strategies that meet the needs and objectives of their clients.

The Company has its headquarters in Madrid, with offices in Barcelona, Sevilla and Valencia and is a member of the Radiate Group of companies.

 

OmnicomGroup Acquisitions  15

grottera

Grottera is a full-service advertising agency located in Sao Paulo, Brazil. The acquisition of Grottera will enhance the reputation of TBWA in the Brazilian market. Following the acquisition, Grottera was combined with TBWA’s existing operations in Brazil and the merged operation was named TBWA\BR.

TBWA\BR will service the local accounts previously handled by Grottera, as well as TBWA’s existing international clients.

 

OmnicomGroup Acquisitions  16

EX-99.1

EX-99.1 

EX-99.2

Exhibit 99.2

OmnicomGroup