Exhibit 99.2
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Second Quarter 2010 Results July 20, 2010 |
Investor PresentationDisclosure
The following materials have been prepared for use in the July 20, 2010 conference call on Omnicom’s results of operations for the period ended June 30, 2010. 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 within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, from time to time, we or our representatives have made or may make forward -looking statements, orally or in writing. 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, global economic conditions and renewed turmoil in the credit markets, losses on media purchases on behalf of clients, reductions in client spending and/or a slowdown in client payments, competitive factors, changes in client communication requirements, the hiring and retention of personnel, our ability to attract new clients and retain existing clients, changes in government regulations impacting our advertising and marketing strategies, risks associated with assumptions we make in connection with our critical accounting estimates, and our international operations, which are subject to the risks of currency fluctuations and foreign 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 our present expectations. Actual events or results may differ. We undertake no obligation to update or revise any forward - -looking statement, except as required by law.
Other Information
All dollar amounts are in millions except for per share amounts. 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 have 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. Certain amounts in prior periods have been reclassified to conform to our current presentation.
The inclusion of information in this presentation does not mean that such information is material or that disclosure of such information is required.
 | July 20, 2010 | 1 |
2010 vs. 2009 P&L Summary
| Second Quarter | Year to Date | |||||||||||||||||||||
| 2010 | 2009 | % D | 2010 | 2009 | % D | |||||||||||||||||
| Revenue | $ | 3,041.2 | $ | 2,870.7 | 5.9 | % | $ | 5,961.2 | $ | 5,617.3 | 6.1 | % | ||||||||||
| Operating Income | 415.4 | 398.1 | 4.3 | % | 706.4 | 680.5 | 3.8 | % | ||||||||||||||
| % Margin | 13.7 | % | 13.9 | % | 11.8 | % | 12.1 | % | ||||||||||||||
| Net Interest Expense | 23.7 | 21.9 | 47.8 | 43.3 | ||||||||||||||||||
| Income Before Taxes | 391.7 | 376.2 | 4.1 | % | 658.6 | 637.2 | 3.4 | % | ||||||||||||||
| % Margin | 12.9 | % | 13.1 | % | 11.0 | % | 11.3 | % | ||||||||||||||
| Taxes | 133.2 | 129.7 | 223.9 | 218.4 | ||||||||||||||||||
| % Tax Rate | 34.0 | % | 34.5 | % | 34.0 | % | 34.3 | % | ||||||||||||||
| Income from Equity Method Investments | 10.3 | 7.3 | 15.0 | 13.2 | ||||||||||||||||||
| Net Income | 268.8 | 253.8 | 449.7 | 432.0 | ||||||||||||||||||
| Less: Net Income Attributed to Noncontrolling Interests | 25.5 | 20.4 | 43.0 | 34.1 | ||||||||||||||||||
| Net Income - Omnicom Group | $ | 243.3 | $ | 233.4 | 4.2 | % | $ | 406.7 | $ | 397.9 | 2.2 | % | ||||||||||
| Net Income per Common Share - Omnicom Group - | $ | 0.79 | $ | 0.75 | 5.3 | % | $ | 1.30 | $ | 1.27 | 2.4 | % | ||||||||||
| Diluted | ||||||||||||||||||||||
| (a) | Operating income includes depreciation and amortization expense of $61.2 million and $57.7 million for the three months and $123.2 million and $113.7 million for the six months ended June 30, 2010 and 2009, respectively. |
| (b) | See page 19 for supplemental earnings per share information. |
| | July 20, 2010 | 2 |
2010 Total Revenue Change
| Second Quarter | Year to Date | |||||||||||||
| $ | % D | $ | % D | |||||||||||
| Prior Period Revenue | $ | 2,870.7 | $ | 5,617.3 | ||||||||||
| Foreign Exchange (FX) Impact (a) | (5.1 | ) | -0.2 | % | 111.9 | 2.0 | % | |||||||
| Acquisition Revenue (b) | 2.3 | 0.1 | % | (1.5 | ) | 0.0 | % | |||||||
| Organic Revenue (c) | 173.3 | 6.0 | % | 233.5 | 4.1 | % | ||||||||
| Current Period Revenue | $ | 3,041.2 | 5.9 | % | $ | 5,961.2 | 6.1 | % | ||||||
| (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. |
| | July 20, 2010 | 3 |
2010 Revenue by Discipline
| $ Mix | % Change (a) | % Organic Change (b) | ||||||
| Advertising | $ | 1,365.1 | 4.6 | % | 3.4 | % | ||
| CRM | 1,085.8 | 5.9 | % | 6.9 | % | |||
| PR | 291.1 | 7.1 | % | 5.8 | % | |||
| Specialty | 299.2 | 11.4 | % | 15.7 | % | |||
| $ Mix | % Change (a) | % Organic Change (b) | ||||||
| Advertising | $ | 2,676.8 | 4.9 | % | 1.5 | % | ||
| CRM | 2,153.4 | 7.5 | % | 5.9 | % | |||
| PR | 566.7 | 6.6 | % | 4.1 | % | |||
| Specialty | 564.3 | 6.2 | % | 10.5 | % | |||
| (a) | “Change” is the year-over-year increase from the prior period. |
| (b) | “Organic Change” reflects the year-over-year increase in revenue from the prior period, excluding the FX Impact and Acquisition Revenue , as defined on page 3. |
| | July 20, 2010 | 4 |
2010 Revenue By Geography
| $ Mix | $ Change(a) | ||||||
| United States | $ | 1,636.9 | $ | 112.4 | |||
| Organic | 124.6 | ||||||
| Acquisition | (12.2 | ) | |||||
| International | $ | 1,404.3 | $ | 58.1 | |||
| Organic | 48.7 | ||||||
| Acquisition | 14.5 | ||||||
| FX | (5.1 | ) | |||||
| $ Mix | %Change(a) | %Organic Change (b) | |||||||
| United States | $ | 1,636.9 | 7.4 | % | 8.2 | % | |||
| Euro Currency Markets | 588.7 | -6.6 | % | -1.1 | % | ||||
| United Kingdom | 260.2 | 3.1 | % | 6.7 | % | ||||
| Other | 555.4 | 19.8 | % | 8.4 | % | ||||
| $ Mix | $ Change (a) | ||||||
| United States | $ | 3,229.7 | $ | 173.0 | |||
| Organic | 202.5 | ||||||
| Acquisition | (29.5 | ) | |||||
| International | $ | 2,731.5 | $ | 170.9 | |||
| Organic | 31.0 | ||||||
| Acquisition | 28.0 | ||||||
| FX | 111.9 | ||||||
| $ Mix | %Change(a) | %Organic Change (b) | |||||||
| United States | $ | 3,229.7 | 5.7 | % | 6.6 | % | |||
| Euro Currency Markets | 1,163.1 | -3.1 | % | -3.0 | % | ||||
| United Kingdom | 509.3 | 5.5 | % | 3.2 | % | ||||
| Other | 1,059.1 | 20.8 | % | 5.9 | % | ||||
| (a) | “Change” is the year-over-year increase or decrease from the prior period. |
| (b) | “Organic Change” reflects the year-over-year increase or decrease in revenue from the prior period, excluding the FX Impact and Acquisition Revenue, as defined on page 3. |
| | July 20, 2010 | 5 |
Cash Flow – GAAP Presentation (condensed)
| Six Months Ended June 30, | ||||||||
| 2010 | 2009 | |||||||
| Net Income | $ | 449.7 | $ | 432.0 | ||||
| Share-Based Compensation Expense | 35.0 | 35.7 | ||||||
| Depreciation and Amortization | 123.2 | 113.7 | ||||||
| Other Non-Cash Items to Reconcile to Net Cash Used in Operating Activities, net | (22.4 | ) | 6.0 | |||||
| Other Changes in Operating Capital | (756.1 | ) | (478.0 | ) | ||||
| Net Cash (Used in) Provided by Operating Activities | (170.6 | ) | 109.4 | |||||
| Capital Expenditures | (63.1 | ) | (63.3 | ) | ||||
| Acquisitions | (76.4 | ) | (62.4 | ) | ||||
| (Payments) to Acquire/Proceeds from Sale of Investments, net | (1.0 | ) | 8.2 | |||||
| Net Cash Used in Investing Activities | (140.5 | ) | (117.5 | ) | ||||
| Dividends | (108.4 | ) | (93.5 | ) | ||||
| Proceeds from Short-term Debt, net | 22.1 | 24.5 | ||||||
| Proceeds from Long-term Debt, net | 0.2 | 200.7 | ||||||
| Repayment of Convertible Debt | (67.5 | ) | (842.0 | ) | ||||
| Stock Repurchases | (565.5 | ) | (8.6 | ) | ||||
| Proceeds from Stock Plans | 94.0 | 6.1 | ||||||
| Excess Tax Benefit on Stock-based Compensation | 15.0 | – | ||||||
| Payments to Noncontrolling Interests | (14.7 | ) | (4.3 | ) | ||||
| Other Financing Activities, net | (46.3 | ) | (53.7 | ) | ||||
| Net Cash Used in Financing Activities | (671.1 | ) | (770.8 | ) | ||||
| Effect of exchange rate changes on cash and cash equivalents | (71.1 | ) | 81.5 | |||||
| Net Decrease in Cash and Cash Equivalents | $ | (1,053.3 | ) | $ | (697.4 | ) | ||
| | July 20, 2010 | 6 |
Current Credit Picture
| 12 Months Ended June 30, | ||||||||
| 2010 | 2009 | |||||||
| EBITDA (a) | $ | 1,653 | $ | 1,736 | ||||
| Gross Interest Expense (a) | 127.7 | 122.0 | ||||||
| EBITDA / Gross Interest Expense | 12.9 | x | 14.2 | x | ||||
| Total Debt / EBITDA | 1.3 | x | 1.4 | x | ||||
| Debt | ||||||||
| Bank Loans (Due Less Than 1 Year) | $ | 52 | $ | 42 | ||||
| CP Issued Under $2.5B Revolver Due 6/23/11 | – | – | ||||||
| Borrowings Under $2.5B Revolver Due 6/23/11 | – | 200 | ||||||
| Convertible Notes Due 2/7/31 | – | 6 | ||||||
| Convertible Notes Due 7/31/32 (b) | 253 | 727 | ||||||
| Convertible Notes Due 7/1/38 (c) | 407 | 467 | ||||||
| Senior Notes Due 4/15/16 | 997 | 997 | ||||||
| Senior Notes Due 7/15/19 | 497 | – | ||||||
| Other Debt | 1 | 19 | ||||||
| Total Debt | $ | 2,207 | $ | 2,458 | ||||
| Cash and Short Term Investments | 543 | 412 | ||||||
| Net Debt | $ | 1,664 | $ | 2,046 | ||||
| (a) | “EBITDA” and “Gross Interest Expense” calculations shown are for the twelve months ending June 30. EBITDA is defined as operating income before interest, taxes, depreciation and amortization. Although EBITDA is a non-GAAP measure, we believe EBITDA is more meaningful for purposes of this analysis because the financial covenants in our credit facilities are based on EBITDA (see reconciliation of Operating Income to EBITDA on page 21). |
| (b) | The next put date for our Convertible Notes due 2032 is August 2, 2010. |
| (c) | The next put date for our Convertible Notes due 2038 is June 17, 2013. |
| | July 20, 2010 | 7 |
Current Liquidity Picture
| As of June 30, 2010 | |||||||||
| Total Amount of Facility | Outstanding | Available | |||||||
| Committed Facilities | |||||||||
| Revolver & Commercial Paper (a) | $ | 2,500 | $ | – | $ | 2,500 | |||
| Other Committed Credit Facilities | 52 | 52 | – | ||||||
| Total Committed Facilities | 2,552 | 52 | 2,500 | ||||||
| Uncommitted Facilities (b) | 395 | – | – | (b) | |||||
| Total Credit Facilities | $ | 2,947 | $ | 52 | $ | 2,500 | |||
| Cash and Short Term Investments | 543 | ||||||||
| Total Liquidity Available | $ | 3,043 | |||||||
| (a) | Credit facility expires June 23, 2011. |
| (b) | Represents uncommitted facilities primarily outside the United States. These amounts are excluded from our available liquidity for purposes of this presentation. |
| | July 20, 2010 | 8 |
| Omnicom Debt Structure |
Omnicom Debt Structure
The above chart sets forthOmnicom’sdebtoutstandingat June 30, 2010. Theamounts reflectedabove for the 2016 and 2019 Senior Notesrepresenttheprincipal amountof these notes atmaturityon April 15, 2016 and July 15, 2019,respectively.
| | July 20, 2010 | 10 |
Omnicom Debt Structure
The Bank Facility and Commercial Paper Program together provide liquidity in the event any convertible notes are put. We believe that we will then have flexibility to refinance in different debt capital markets.
Our 2032 Convertible Notes are putable in August 2010 and annually in July thereafter until maturity. Our 2038 Convertible Notes are putable in June 2013, 2018, 2023 and annually thereafter until maturity.
For purposes of this presentation we have included the following borrowings as of June 30, 2010 as outstanding through June 2011, the date of expiration of our five-year credit facility: short-term borrowings of $52 million and other debt of $1 million.
| | July 20, 2010 | 11 |
Senior Notes Due 2019
| Principal Amount | $500 Million |
| Co - Issuers | Omnicom Group, Omnicom Finance, Omnicom Capital |
| Date | July 1, 2009 |
| Maturity | July 15, 2019 |
| Security | Unsecured, pari passu with Bank Facility |
| Coupon | 6.25% |
| Spread Over Comparable Treasury at Issue | 2.75% |
| Rating | Moody’s: Baa1 S&P: A- Fitch: A- |
| | July 20, 2010 | 12 |
Senior Notes Due 2016
| Principal Amount | $1 Billion |
| Co - Issuers | Omnicom Group, Omnicom Finance, Omnicom Capital |
| Date | March 29, 2006 |
| Maturity | April 15, 2016 |
| Security | Unsecured, pari passu with Bank Facility |
| Coupon | 5.90% |
| Spread Over Comparable Treasury at Issue | 1.30% |
| Rating | Moody’s: Baa1 S&P: A- Fitch: A- |
| | July 20, 2010 | 13 |
2032 Convertible Notes
| Principal Amount | $253 Million |
| Co - Issuers | Omnicom Group, Omnicom Finance, Omnicom Capital |
| Date | March 6, 2002 |
| Maturity | July 31, 2032, with a put in August 2010 and annually in July thereafter until maturity |
| Security | Unsecured, pari passu with Bank Facility |
| Coupon | 0.00% |
| Conversion Price | $55 |
| Rating | Moody’s: Baa1 S&P: A- Fitch: A- |
| | July 20, 2010 | 14 |
2038 Convertible Notes
| Principal Amount | $407 Million |
| Co - Issuers | Omnicom Group, Omnicom Finance, Omnicom Capital |
| Date | June 10, 2003 |
| Maturity | July 1, 2038 with puts in June of 2013, 2018, 2023 and annually thereafter until maturity |
| Security | Unsecured, pari passu with Bank Facility |
| Coupon | 0.00% |
| Conversion Price | $51.50 |
| Moody’s: Baa1 | |
| Rating | S&P: A- |
| Fitch: A- | |
| | July 20, 2010 | 15 |
Current Bank Credit Facility
| Amount | $2.5 Billion |
| Type | Unsecured Revolving Credit |
| Maturity | 5 Years – June 2011 |
| Facility Fee | 13BP per annum |
| Drawn Rate | Libor +17BP |
| Covenants | -Maximum Debt to EBITDA 3:1 |
| -Minimum Interest Coverage 5:1 | |
| | July 20, 2010 | 16 |
Current Omnicom Credit Ratings
| Moody’s | S&P | Fitch | |
| Long Term Ratings | Baa1 | A- | A- |
| Short Term Ratings | P2 | A2 | F2 |
| Outlook | Stable | Negative | Stable |
Note:Reflectscredit ratings as of July 19, 2010.
| | July 20, 2010 | 17 |
| Supplemental Financial Information |
2010 vs. 2009 Earnings Per Share
| Second Quarter | Year to Date | |||||||||||||||
| 2010 | 2009 | 2010 | 2009 | |||||||||||||
| Net Income per Common Share - Omnicom Group: | ||||||||||||||||
| Basic | $ | 0.80 | $ | 0.75 | $ | 1.32 | $ | 1.28 | ||||||||
| Diluted | 0.79 | 0.75 | 1.30 | 1.27 | ||||||||||||
| Net Income Available for Common Shares: | ||||||||||||||||
| Net Income - Omnicom Group | $ | 243.3 | $ | 233.4 | $ | 406.7 | $ | 397.9 | ||||||||
| Net Income Allocated to Participating Securities | (2.2 | ) | (2.6 | ) | (4.0 | ) | (4.8 | ) | ||||||||
| Net Income Available for Common Shares | $ | 241.1 | $ | 230.8 | $ | 402.7 | $ | 393.1 | ||||||||
| Weighted Average Shares (millions): | ||||||||||||||||
| Basic | 302.3 | 308.1 | 304.3 | 307.8 | ||||||||||||
| Diluted | 307.0 | 308.6 | 308.7 | 308.5 | ||||||||||||
| Dividend Declared per Share | $ | 0.20 | $ | 0.15 | $ | 0.40 | $ | 0.30 | ||||||||
| | July 20, 2010 | 19 |
Acquisition Related Expenditures
| Six Months YTD 2010 | |||
| New Subsidiary Acquisitions (a) | $ | 6 | |
| Affiliates to Subsidiaries (b) | 5 | ||
| Affiliates (c) | – | ||
| Existing Subsidiaries (d) | 15 | ||
| Earn-outs (e) | 65 | ||
| Total Acquisition Expenditures (f) | $ | 91 | |
| (a) | Includes acquisitions of a majority interest in agencies resulting in their consolidation. |
| (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 which are recorded to Equity – Noncontrolling Interest. |
| (e) | Includes additional consideration paid for acquisitions completed in prior periods. |
| (f) | Total Acquisition Expenditures figure is net of cash acquired. |
| | July 20, 2010 | 20 |
Reconciliation of non-GAAP Measure
| 12 Months Ended June 30, | ||||||
| 2010 | 2009 | |||||
| EBITDA | $ | 1,653.1 | $ | 1,736.2 | ||
| Depreciation | 189.8 | 179.1 | ||||
| Amortization | 62.5 | 54.8 | ||||
| Operating Income | 1,400.8 | 1,502.3 | ||||
| Net Interest Expense | 105.2 | 87.9 | ||||
| Income Before Tax | 1,295.6 | 1,414.4 | ||||
| Taxes | 439.1 | 478.7 | ||||
| Income from Equity Method Investments | 32.6 | 36.1 | ||||
| Net Income | 889.1 | 971.8 | ||||
| Less: Net Income Attributed to Noncontrolling Interests | 87.3 | 89.3 | ||||
| Net Income - Omnicom Group | $ | 801.8 | $ | 882.5 | ||
The covenants contained in our credit facility are based on the EBITDA ratios as presented on pages 7 & 16 of this presentation. The above reconciles EBITDA to the GAAP financial measures for the periods presented.
EBITDA is a non-GAAP financial measure within the meaning of applicable SEC rules and regulations. Our credit facility defines EBITDA as earnings before deducting interest expense, income taxes, depreciation and amortization. Our credit facility uses EBITDA to measure our compliance with covenants, such as interest coverage and leverage. EBITDA is not, and should not, be used as a substitute for Operating Income as determined in accordance with GAAP and is only used to measure our compliance with our debt covenants. Management does not use EBITDA for any other measurement purpose.
| | July 20, 2010 | 21 |