UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended: December 31, 2005
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Commission File Number: 1-10551
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OMNICOM GROUP INC.
(Exact name of registrant as specified in its charter)
New York 13-1514814
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
437 Madison Avenue, New York, NY 10022
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 415-3600
Securities Registered Pursuant to Section 12(b) of the Act:
Name of each Exchange
Title of each class on which Registered
- ---------------------------- -----------------------
Common Stock, $.15 Par Value New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act: None
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Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes |X| No [ ]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No |X|
Indicate by check mark if the registrant has (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) been subject to such
filing requirements for the past 90 days. Yes |X| No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulations S-K (ss. 229-405 of this chapter) is not contained herein and
will not be contained to the best of registrant's knowledge, in the definitive
proxy or information statements incorporated by reference in Part III of this
form 10-K or any amendment to this Form 10-K. Yes [ ] No |X|
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange
Act. (Check one): Large accelerated filer |X| Accelerated filer [ ]
Non-accelerated filer [ ]
Indicate by check mark whether the registrant is a shell company (as
defined in Exchange Act Rule 12b-2): Yes [ ] No |X|
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At February 15, 2006, 178,795,300 shares of Omnicom Common Stock, $.15 par
value, were outstanding; the aggregate market value of the voting stock held by
nonaffiliates as of the last business day of the registrant's most recently
completed second fiscal quarter was $14,549,826,000.
Certain portions of Omnicom's definitive proxy statement relating to its
annual meeting of shareholders scheduled to be held on May 23, 2006 are
incorporated by reference into Part III of this report.
================================================================================
OMNICOM GROUP INC.
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ANNUAL REPORT ON FORM 10-K FOR
THE YEAR ENDED DECEMBER 31, 2005
TABLE OF CONTENTS
Page
----
PART I
Item 1. Business...................................................... 1
Item 1A. Risk Factors.................................................. 3
Item 1B. Unresolved Staff Comments..................................... 5
Item 2. Properties.................................................... 5
Item 3. Legal Proceedings............................................. 5
Item 4. Submission of Matters to a Vote of Security Holders........... 6
PART II
Item 5. Market for Registrant's Common Equity, Related
Stockholder Matters and Issuer Purchases
of Equity Securities........................................ 7
Item 6. Selected Financial Data....................................... 7
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations............... 10
Item 7A. Quantitative and Qualitative Disclosures
Regarding Market Risk....................................... 26
Item 8. Financial Statements and Supplementary Data................... 27
Item 9. Changes in and Disagreements with
Accountants on Accounting and Financial Disclosure......... 27
Item 9A. Controls and Procedures....................................... 27
Item 9B. Other Information............................................. 28
PART III
Item 10. Directors and Executive Officers of the Registrant............ *
Item 11. Executive Compensation........................................ *
Item 12. Security Ownership of Certain Beneficial
Owners and Management....................................... *
Item 13. Certain Relationships and Related Transactions................ *
Item 14. Principal Accounting Fees and Services........................ *
PART IV
Item 15. Exhibits, Financial Statement Schedules
and Reports on Form 8-K..................................... 29
Index to Financial Statements................................. 29
Index to Financial Statements Schedules....................... 29
Exhibits...................................................... 29
Signatures.............................................................. 32
Management Report on Internal Control Over Financial Reporting.......... F-1
Report of Independent Registered Public Accounting Firm................. F-2
Report of Independent Registered Public Accounting Firm................. F-3
Consolidated Financial Statements....................................... F-4
Notes to Consolidated Financial Statements.............................. F-8
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* The information regarding Executive Officers of the Registrant is included
in Part I, Item 1, "Business". Additional information called for by Items
10, 11, 12, 13 and 14 to the extent not included in this document, is
incorporated herein by reference to the information to be included under
the captions "Corporate Governance," "Certain Transactions," "Executive
Compensation" and "Stock Ownership" in Omnicom's definitive proxy
statement, which is expected to be filed by April 21, 2006.
FORWARD LOOKING STATEMENTS
Certain of the statements in this annual report on Form 10-K 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, including those resulting from
specific factors identified under the captions "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
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. We undertake no obligation to
update or revise any forward-looking statement.
AVAILABLE INFORMATION
Our internet address is www.omnicomgroup.com. At this site we make
available, free of charge, our annual report on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K and any amendments to those reports, as
soon as reasonably practicable after we electronically file or furnish such
material with or to the SEC. Our SEC reports can be accessed through the
investor relations section of our website. The information found on our website
is not part of this or any other report we file with or furnish to the SEC. Any
document that we file with the SEC may also be read and copied at the SEC's
Public Reference Room located at Room 1580, 100 F Street, N.E., Washington, DC
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference room. Our filings are also available from the SEC's website at
http://www.sec.gov and at the offices of the New York Stock Exchange.
PART I
Introduction
This report is both our 2005 annual report to shareholders and our 2005
annual report on Form 10-K required under federal securities laws.
We are a strategic holding company. We provide professional services to
clients through multiple agencies operating in all major markets around the
world. Our companies provide advertising, marketing and corporate communications
services. For simplicity, however, the terms "Omnicom," "we," "our" and "us"
each refer to Omnicom Group Inc. and our subsidiaries unless the context
indicates otherwise.
1. Business
Our Business: As a strategic holding company, we are one of the largest
advertising, marketing and corporate communications companies in the world.
Omnicom was formed as a corporation in 1986 by the merger of several leading
advertising, marketing and corporate communications networks. Around that time
and through the 1990s, the proliferation of media channels, especially print and
cable television, and more recently the internet, effectively fragmented mass
audiences. This development made it increasingly more difficult for marketers to
reach their target audiences in a cost-effective way, and they turned to
marketing service providers such as Omnicom for a customized mix of advertising
and marketing communications services that would make best use of their total
marketing expenditures.
Our agencies provide an extensive range of services which we group into
four fundamental disciplines: traditional media advertising; customer
relationship management ("CRM"); public relations; and specialty communications.
The services included in these categories are:
advertising marketing research
brand consultancy media planning and buying
crisis communications mobile marketing services
custom publishing multi-cultural marketing
database management non-profit marketing
digital and interactive marketing organizational communications
direct marketing package design
directory advertising product placement
entertainment marketing promotional marketing
environmental design public affairs
experiential marketing public relations
field marketing real estate advertising and marketing
financial/corporate recruitment communications
business-to-business advertising reputation consulting
graphic arts retail marketing
healthcare communications search engine marketing
instore design sports and event marketing
investor relations
Although the medium used to reach a given client's target audience may be
different across each of these disciplines, the marketing message is developed
and delivered in the same way by providing client-specific consulting services.
Omnicom's business model was built and evolves around its clients. While
our companies operate under different names and frame their ideas in different
disciplines, we organize our services around our clients. The fundamental
premise of our business is to structure our business offering and allocate our
resources based on the specific requirements of our clients. As clients increase
their demands for marketing effectiveness and efficiency, they have tended to
consolidate their business with larger, multi-disciplinary agencies or
integrated groups of agencies. Accordingly, our business model demands that
multiple agencies within Omnicom collaborate in formal and informal virtual
networks that cut across internal organizational structures to execute against
our clients' specific marketing requirements. We believe that this
organizational philosophy, and our ability to execute on it, helps to
differentiate us from our competition.
1
Our agency networks and our virtual networks, provide us with the ability
to integrate services across all disciplines. This means that the delivery of
these services can and does take place across agencies, networks and geographic
regions simultaneously.
Longer term, we believe that our virtual network strategy facilitates
better integration of services required by the demands of the marketplace for
advertising and marketing communications services. Our over-arching strategy for
the business is to continue to use our virtual networks to grow our business
relationships with our clients.
The various components of our business and material factors that affected
us in 2005 are discussed in Item 7, "Management's Discussion and Analysis of
Financial Condition and Results of Operations" ("MD&A") of this report. None of
our acquisitions in 2005, 2004 or 2003 were material to our consolidated
financial position or results of operations. For information concerning our
acquisitions, see Note 2 to our consolidated financial statements.
Geographic Regions and Segments: Our total consolidated revenue is about
evenly divided between U.S. and non-U.S. operations. For financial information
concerning domestic and foreign operations and segment reporting, see our MD&A
and Note 5 to our consolidated financial statements.
Our Clients: Consistent with the fundamentals of our business strategy,
our agencies serve similar clients, in similar industries, and in many cases the
same clients, across a variety of geographic regions and locations. Our clients
participate in virtually all industry sectors of the global economy.
Furthermore, in many cases, our agencies or networks serve different product
groups within the same clients served by other of Omnicom's agencies or
networks. For example, our largest client was served by more than 100 of our
agencies in 2005 and represented 4.0% of our 2005 consolidated revenue. No other
client accounted for more than 2.9% of our consolidated 2005 revenue. Each of
our top 100 clients were served, on average, by 40 of our agencies in 2005 and
represented 44.6% of our 2005 consolidated revenue.
Our Employees: We employed approximately 62,000 people at December 31,
2005. We are not party to any significant collective bargaining agreements. The
skill-sets of our workforce across our agencies and within each discipline are
similar. Common to all is the ability to understand a client's brand, its
selling proposition and the ability to develop a unique message to communicate
the value of the brand to the client's target audience. Recognizing the
importance of this core competency, we have established training and education
programs for our service professionals around this competency. See our MD&A for
a discussion of the effect of salary and related costs on our historical results
of operations.
Executive Officers of the Registrant: Our executive officers as of
February 15, 2006 are:
Name Position Age
- ---- -------- ---
Bruce Crawford................ Chairman 77
John D. Wren.................. President and Chief Executive Officer 53
Randall J. Weisenburger....... Executive Vice President and Chief Financial Officer 47
Philip J. Angelastro.......... Senior Vice President of Finance and Controller 41
Michael Birkin................ Vice Chairman 47
Jean-Marie Dru................ President and Chief Executive Officer of TBWA Worldwide 59
Thomas L. Harrison............ Chairman and Chief Executive Officer of Diversified Agency Services 58
Kenneth R. Kaess, Jr.......... President and Chief Executive Officer of DDB Worldwide 51
Peter Mead.................... Vice Chairman 66
Michael J. O'Brien............ Senior Vice President, General Counsel and Secretary 44
Andrew Robertson.............. President and Chief Executive Officer of BBDO Worldwide 45
Daryl D. Simm................. Chairman and Chief Executive Officer of Omnicom Media Group 44
All of the executive officers have held their present positions at Omnicom
for at least five years except as specified below.
Philip Angelastro was promoted to Senior Vice President of Finance in
January 2002 and was appointed Controller of Omnicom Group Inc. on February 1,
1999. Mr. Angelastro joined the Company in June 1997 as Vice President of
Finance of Diversified Agency Services ("DAS") after being a Partner at Coopers
& Lybrand LLP.
2
Michael Birkin was appointed Vice Chairman, as well as President and CEO
of Omnicom Asia-Pacific, on March 1, 2005. From 1999 to 2005, he has served as
Worldwide President of DAS. Mr. Birkin previously served as International
President of DAS from 1997 to 1999 and European Managing Director of DAS from
1995 to 1997.
Jean-Marie Dru was appointed President and Chief Executive Officer of TBWA
Worldwide in March 2001. He had previously been President International of TBWA
Worldwide. Mr. Dru was co-founder and Chairman of BDDP Group, which merged with
TBWA in 1998.
Michael O'Brien joined Omnicom Group Inc. in November 2003 and was
appointed Senior Vice President, General Counsel and Secretary in December 2003.
Prior to that, he was a partner in the law firm of Goodwin Procter LLP (since
April 2002). Prior to that, he was a partner in the law firm of O'Sullivan LLP.
Andrew Robertson was named Chief Executive Officer of BBDO Worldwide in
May of 2004, having been made President of BBDO Worldwide in 2002. In 2001, Mr.
Robertson was President and CEO of BBDO North America, and was subsequently
elected to the Worldwide Board of Directors of BBDO. He joined BBDO in 1995.
Daryl Simm was named Chairman and Chief Executive Officer of the newly
formed Omnicom Media Group in November 2005. Mr. Simm previously held the
position of President and CEO of OMG.
Additional information about our directors and executive officers appears
under the captions "Corporate Governance," "Certain Transactions," "Election of
Directors," "Executive Compensation" and "Stock Ownership" in our definitive
proxy statement, which is expected to be filed by April 21, 2006.
1A. Risk Factors
Companies periodically review and change their advertising, marketing and
corporate communications services business models and relationships. If we are
unable to remain competitive or retain key clients, our business and financial
results may be materially adversely affected.
The businesses in which we participate are highly competitive. Key
competitive considerations for keeping existing business and winning new
business include our ability to develop creative solutions that meet client
needs, the quality and effectiveness of the services we offer, and our ability
to efficiently serve clients, particularly large international clients, on a
broad geographic basis. While many of our client relationships are
long-standing, companies put their advertising, marketing and corporate
communications services business up for competitive review from time to time. We
have won and lost accounts in the past as a result of these reviews. To the
extent that we are not able to remain competitive, our revenue may be adversely
affected, which could then affect our results of operations and financial
condition.
Government regulations and consumer advocates may limit the scope of the content
of our services, which could affect our ability to meet our clients' needs,
which could have a materially adverse affect on our business.
Government agencies and consumer groups have directly or indirectly from
time to time affected or attempted to affect the scope, content and manner of
presentation of advertising, marketing and corporate communications services,
whether through regulations or other governmental action. Any such limitations
on the scope of the content of our services could affect our ability to meet our
clients' needs, which could have a material adverse affect on our results of
operations and financial condition. In addition, there has been an increasing
tendency on the part of businesses to resort to the judicial system to challenge
advertising practices. While such claims have not had a material adverse effect
on our operating performance in the past, we cannot assure you that such claims
by businesses or governmental agencies will not have a material adverse effect
on our results of operations and financial condition in the future.
The success of our acquiring and retaining clients depends on our ability to
avoid and manage conflicts of interest arising out of other client relationships
and retention of key personnel.
Our ability to retain existing clients and to attract new clients may, in
some cases, be limited by clients' perceptions of, or policies concerning,
conflicts of interest arising out of other client relationships. If we are
unable to maintain multiple agencies to effectively manage multiple client
relationships and avoid potential conflicts of interests our business and
financial results may be materially adversely affected.
3
In addition, we may lose or fail to attract and retain key personnel. Our
employees are our most important assets. Our ability to retain key personnel is
an important aspect of our competitiveness. Our continuing ability to attract
and retain those employees is important to our business and if we are unable to
do so, our ability to provide our services in the manner our customers have come
to expect may be adversely affected, which could harm our reputation and result
in a loss of clients, which could have a material adverse affect on our results
of operations and financial condition
We receive approximately 45% of our revenues from our 100 largest clients, and
the loss of several of these clients could adversely impact our prospects,
business, financial condition and results of operations.
Our clients generally are able to reduce advertising and marketing
spending or cancel projects at any time for any reason. Any of our clients could
decide not to continue to utilize our services to the same extent, as they have
in the past, or at all, in the future. A significant reduction in advertising
and marketing spending by our largest clients, or the loss of several of our
largest clients, if not replaced by new client accounts or an increase in
business from existing clients, would adversely affect our revenue, which could
materially adversely affect our results of operations and financial condition.
We are a global service business and face certain risks of doing business
abroad, including those of currency fluctuations, political instability and
exchange controls, which could have a material adverse affect on our results of
operations.
We face the risks normally associated with global services businesses. The
operational and financial performance of our businesses are typically tied to
overall economic and regional market conditions, competition for client
assignments and talented staff, new business wins and losses and the risks
associated with extensive international operations. We do not believe that our
international operations as a whole present any material foreign exchange risk
to our overall business because they invoice clients and pay expenses in their
local currency. However, there are some risks of doing business abroad,
including those of political instability and exchange controls, which do not
affect domestic-focused firms. For financial information on our operations by
geographic area, see Note 5 to our consolidated financial statements.
We are exposed to risks from operating in developing countries.
We conduct business in various developing countries around the world. The
risks associated with conducting business in developing countries can include
slower payment of invoices; nationalization; social, political and economic
instability; and currency repatriation restrictions, among other risks. In
addition, commercial laws in many of these countries can be vague,
inconsistently administered and retroactively applied. If we are deemed not to
be in compliance with applicable laws in developing countries in which we
conduct business, our prospects, business, financial condition and results of
operations in those countries could be harmed, which could then have an adverse
impact on our results of operations and financial condition.
Downgrades of our credit ratings could adversely affect us.
Standard and Poor's Rating Service currently rates our long-term debt A-,
Moody's Investors Service rates our long-term debt Baa1 and Fitch Ratings rates
our long-term debt A-. Our short-term debt ratings are A2, P2 and F2 by the
respective agencies. Should our ratings be downgraded, neither our outstanding
convertible bonds nor our existing bank credit facilities would be affected as
they do not contain provisions that require acceleration of cash payments upon a
downgrade. The interest rates and fees on our bank credit facilities, however,
would increase if our long-term debt rating is downgraded. Additionally, our
access to the capital markets could be adversely affected by adverse changes to
the short or long-term debt ratings assigned to us by independent rating
agencies.
Holders of our convertible debt have the right to cause us to repurchase up to
$2.3 billion, in whole or partially, at specified dates in the future.
If we are required to satisfy a put, we expect to have sufficient
available cash and unused credit commitments to fund the put. We also believe
that we will still have ample capacity under our existing commitments to meet
our cash requirements for the normal course of our business operations after the
put event. In the event that our existing commitments or our cash flow from
operations were decreased, we could experience difficulties in funding our
business operations and would have to seek additional funding alternatives as
described more fully in our MD&A.
4
We may be unsuccessful in evaluating material risks involved in completed and
future acquisitions.
We regularly review potential acquisitions of businesses that are
complementary to our businesses and client needs. As part of the review we
conduct business, legal and financial due diligence with the goal of identifying
and evaluating material risks involved in any particular transaction. Despite
our efforts, we may be unsuccessful in ascertaining or evaluating all such
risks. As a result, we might not realize the intended advantages of any given
acquisition. If we fail to identify certain material risks from one or more
acquisitions, our results of operations and financial condition could be
adversely affected.
Goodwill may become impaired.
We have a significant amount of goodwill recorded in accordance with U.S.
generally accepted accounting principles ("U.S. GAAP" or "GAAP") on our balance
sheet resulting from our prior acquisition activities, which principally
represents the specialized know-how of the workforce at the agencies we have
acquired. We annually test the carrying value of goodwill for impairment, as
discussed in Note 1 to our consolidated financial statements. The estimates and
assumptions about future results of operations and cash flows made in connection
with impairment testing could differ from future actual results of operations
and cash flows. While we concluded, for each year presented in the financial
statements, that our goodwill is not impaired, future events could cause us to
conclude that the asset values associated with a given operation may become
impaired. Any resulting impairment loss could materially adversely affect our
results of operations and financial condition.
1B. Unresolved Staff Comments
None.
2. Properties
We maintain office space in many major cities around the world. The
facility requirements of our agencies are similar across geographic regions and
disciplines and we believe that our facilities are in suitable and
well-maintained condition for our current operations. This space is primarily
used for office and administrative purposes by our employees in performing
professional services. Our principal corporate offices are at 437 Madison
Avenue, New York, New York and One East Weaver Street, Greenwich, Connecticut.
We also maintain executive offices in London, England and Tokyo, Japan.
Substantially all of our office space is leased from third parties with
varying expiration dates ranging from one to 25 years. Certain of our leases are
subject to rent reviews or contain various escalation clauses and certain of our
leases require our payment of various operating expenses, which may also be
subject to escalation. Leases are generally denominated in the local currency of
the operating entity. Our consolidated rent expense was $352.6 million in 2005,
$345.3 million in 2004 and $335.5 million in 2003, after reduction for rents
received from subleases of $23.5 million, $26.3 million and $17.3 million,
respectively.
Our obligations for future minimum base rents under terms of
non-cancelable real estate leases and other operating leases, which include
primarily office furniture and computer and technology equipment, reduced by
rents receivable from non-cancelable subleases are (in millions):
Net Rent
--------
2006 .................................................... $412.6
2007 .................................................... 338.6
2008 .................................................... 276.6
2009 .................................................... 235.9
2010 .................................................... 209.2
Thereafter............................................... 783.5
See Note 10 to our consolidated financial statements for a discussion of
our lease commitments and our MD&A for the impact of leases on our operating
expenses.
3. Legal Proceedings
Beginning on June 13, 2002, several putative class actions were filed
against us and certain senior executives in the United States District Court for
the Southern District of New York. The actions have since been
5
consolidated under the caption In re Omnicom Group Inc. Securities Litigation,
No. 02-CV4483 (RCC), on behalf of a proposed class of purchasers of our common
stock between February 20, 2001 and June 11, 2002. The consolidated complaint
alleges, among other things, that our public filings and other public statements
during that period contained false and misleading statements or omitted to state
material information relating to (1) our calculation of the organic growth
component of period-to-period revenue growth, (2) our valuation of and
accounting for certain internet investments made by our Communicade Group
("Communicade"), which we contributed to Seneca Investments LLC ("Seneca") in
2001, and (3) the existence and amount of certain contingent future obligations
in respect of acquisitions. The complaint seeks an unspecified amount of
compensatory damages plus costs and attorneys' fees. Defendants moved to dismiss
the complaint and on March 28, 2005, the court dismissed portions (1) and (3) of
the complaint detailed above. The court's decision denying the defendants'
motion to dismiss the remainder of the complaint did not address the ultimate
merits of the case, but only the sufficiency of the pleading. Defendants have
answered the complaint, and fact discovery is ongoing. Plaintiffs have moved to
have the proposed class certified and the defendants have opposed that motion,
which is now fully briefed.
In addition, on June 28, 2002, a derivative action was filed on behalf of
Omnicom in New York state court. On February 18, 2005, a second shareholder
derivative action, again purportedly brought on behalf of the Company, was filed
in New York state court. The derivative actions have been consolidated before
one New York State Justice and the plaintiffs have filed an amended consolidated
complaint. The consolidated derivative complaint questions the business judgment
of certain current and former directors of Omnicom, by challenging, among other
things, the valuation of and accounting for the internet investments made by
Communicade and the contribution of those investments to Seneca. The
consolidated complaint alleges that the defendants breached their fiduciary
duties of good faith. The lawsuit seeks from the directors the amount of profits
received from selling Omnicom stock and other unspecified damages to be paid to
the Company, as well as costs and attorneys' fees. On September 1, 2005, the
defendants moved to dismiss the derivative complaint. The motion has now been
fully briefed and was argued before the court on January 12, 2006. The court has
not yet ruled on the motion.
The defendants in both cases believe that the allegations against them are
baseless and intend to vigorously oppose the lawsuits. Currently, we are unable
to determine the outcome of these cases and the effect on our financial position
or results of operations. The outcome of any of these matters is inherently
uncertain and may be affected by future events. Accordingly, there can be no
assurance as to the ultimate effect of these matters.
We are also involved from time to time in various routine legal
proceedings in the ordinary course of business. We do not presently expect that
these proceedings will have a material adverse effect on our consolidated
financial position or results of operations.
For additional information concerning our legal proceedings, including the
class action and derivative action described above, see Note 10 to our
consolidated financial statements, which is incorporated into this section by
reference.
4. Submission of Matters to a Vote of Security Holders
Our annual shareholders' meeting has historically been held in the second
quarter of the year. No matters were submitted to a vote of our shareholders
during the last quarter of 2005.
6
PART II
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
Our common shares are listed on the New York Stock Exchange under the
symbol "OMC". On February 15, 2006, we had 3,462 holders of record of our common
shares. The table below shows the range of quarterly high and low sales prices
reported on the New York Stock Exchange Composite Tape for our common shares and
the dividends paid per share for these periods.
Dividends Paid
Period High Low Per Share
- ------ ------ ------ ----------
Q1 2004............................ $88.82 $74.65 $0.200
Q2 2004............................ 83.48 75.05 0.225
Q3 2004............................ 76.15 66.43 0.225
Q4 2004............................ 84.95 70.97 0.225
Q1 2005............................ $91.48 $82.83 $0.225
Q2 2005............................ 89.00 76.10 0.225
Q3 2005............................ 86.36 79.00 0.225
Q4 2005............................ 88.80 75.75 0.225
The following table presents information with respect to purchases of
common stock made during the three months ended December 31, 2005, by us or any
of our "affiliated purchasers."
(c) (d)
Total Number Maximum Number
(a) (b) of Shares Purchased of Shares that May
Total Average As Part of Publicly Yet Be Purchased Under
Number of Price Paid Announced Plans Publicly Announced
During the month: Shares Purchased Per Share or Programs Plans or Programs
- ----------------- ---------------- --------- ----------- -----------------
October 2005..................... 927,700 $80.24 -- --
November 2005.................... 106,200 83.11 -- --
December 2005.................... 66,615 85.28 -- --
--------- ------ ------ ------
Total............................ 1,100,515 $80.82 -- --
========= ====== ====== ======
6. Selected Financial Data
The following selected financial data should be read in conjunction with
our consolidated financial statements and related notes which begin on page F-1,
as well as our MD&A.
In accordance with Statement of Financial Accounting Standards ("SFAS")
No. 123, Accounting for Stock-Based Compensation ("SFAS 123"), as amended by
SFAS No. 148, Accounting for Stock-Based Compensation -- Transition and
Disclosure, an amendment of FASB Statement No. 123 ("SFAS 148"), we elected,
effective January 1, 2004, to account for stock-based employee compensation
using the fair value method. As a result, the fair value of stock-based employee
compensation, including unvested employee stock options issued and outstanding,
was recorded as an expense in the current period and all prior periods presented
utilizing the retroactive restatement method as set forth in SFAS 148.
Accordingly, our results for the prior periods have been restated as if we had
used the fair value method to account for stock-based employee compensation.
7
(Dollars in millions, except per share amounts)
-----------------------------------------------------------------
For the years ended December 31: 2005 2004 2003 2002 2001
--------- -------- -------- -------- --------
Revenue............................... $10,481.1 $9,747.2 $8,621.4 $7,536.3 $6,889.4
Operating Profit...................... 1,339.8 1,215.4 1,091.9 985.1 889.1
Income After Income Taxes............. 845.3 782.5 696.1 625.0 495.9
Net Income............................ 790.7 723.5 631.0 570.5 455.7
Net Income Per Common Share:
Basic.............................. 4.38 3.90 3.37 3.07 2.49
Diluted............................ 4.36 3.88 3.37 3.07 2.48
Dividends Declared Per
Common Share....................... 0.925 0.900 0.800 0.800 0.775
(Dollars in millions, except per share amounts)
-----------------------------------------------------------------
As of December 31: 2005 2004 2003 2002 2001
--------- --------- --------- --------- ---------
Cash, cash equivalents and
short-term investments............. $ 1,209.9 $ 1,739.6 $ 1,548.9 $ 695.9 $ 517.0
Total assets.......................... 15,919.9 16,002.4 14,620.0 12,056.5 10,686.8
Long-term obligations
Long-term debt..................... 18.2 19.1 197.3 197.9 490.1
Convertible notes.................. 2,339.3 2,339.3 2,339.3 1,747.0 850.0
Deferred compensation and
other liabilities............... 298.4 309.1 326.5 293.6 297.0
As discussed in Note 1 to our consolidated financial statements, as
required by SFAS No. 142, Goodwill and Other Intangibles ("SFAS 142"), beginning
with our 2002 results, goodwill and other intangible assets that have indefinite
lives are not amortized due to a change in GAAP. To make our results for the
2001 period more directly comparable in the table that follows, we adjusted our
2001 results to eliminate goodwill amortization and the related tax impact. As a
result of excluding the goodwill amortization, this presentation is a non-GAAP
financial measure. We believe that by excluding goodwill amortization in 2001,
the table below presents selected financial data using amounts that are more
comparable year-to-year and thus meaningful for purposes of this analysis. In
addition, as a reminder, "Net Income, as reported, GAAP" includes the effect of
our adoption of SFAS 123 for all prior periods presented below.
(Dollars in millions, except per share amounts)
--------------------------------------------------------------
For the years ended December 31: 2005 2004 2003 2002 2001
------ ------ ------ ------ ------
Net Income, as adjusted:
Net Income, as reported, GAAP...... $790.7 $723.5 $631.0 $570.5 $455.7
Add-back goodwill amortization,
net of income taxes............. -- -- -- -- 83.1
------ ------ ------ ------ ------
Net Income, excluding goodwill
amortization.................... $790.7 $723.5 $631.0 $570.5 $538.8
====== ====== ====== ====== ======
Basic Net Income per share:
as reported, GAAP............... $4.38 $3.90 $3.37 $3.07 $2.49
as adjusted..................... $4.38 $3.90 $3.37 $3.07 $2.95
Diluted Net Income per share:
as reported, GAAP............... $4.36 $3.88 $3.37 $3.07 $2.48
as adjusted........................ $4.36 $3.88 $3.37 $3.07 $2.92
8
The following is a reconciliation of the "as reported" to "as adjusted"
Net Income per share on a basic and diluted basis.
For the years ended December 31: 2005 2004 2003 2002 2001
---- ---- ---- ---- ----
Basic Net Income per share, as adjusted:
Net Income per common share:
Basic, as reported, GAAP........ $4.38 $3.90 $3.37 $3.07 $2.49
Add-back goodwill amortization
per common share,
net of income taxes............. -- -- -- -- 0.46
----- ----- ----- ----- -----
Net Income per common share,
excluding goodwill amortization
Basic......................... $4.38 $3.90 $3.37 $3.07 $2.95
===== ===== ===== ===== =====
Diluted Net Income per share, as adjusted:
Net Income per common share:
Diluted, as reported, GAAP...... $4.36 $3.88 $3.37 $3.07 $2.48
Add-back goodwill amortization
per common share,
net of income taxes............. -- -- -- -- 0.44
----- ----- ----- ----- -----
Net Income per common share,
excluding goodwill amortization
Diluted....................... $4.36 $3.88 $3.37 $3.07 $2.92
===== ===== ===== ===== =====
9
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations
Executive Summary
We are a strategic holding company. We provide professional services to
clients through multiple agencies around the world. On a global, pan-regional
and local basis, our agencies provide these services in the following
disciplines: traditional media advertising, customer relationship management,
public relations and specialty communications. Our business model was built and
evolves around clients. While our companies operate under different names and
frame their ideas in different disciplines, we organize our services around
clients. The fundamental premise of our business is that clients' specific
requirements should be the central focus in how we structure our business
offering and allocate our resources. This client-centric business model results
in multiple agencies collaborating in formal and informal virtual networks that
cut across internal organizational structures to deliver consistent brand
messages for a specific client and execute against our clients' specific
marketing requirements. We continually seek to grow our business with our
existing clients by maintaining our client-centric approach, as well as
expanding our existing business relationships into new markets and with new
clients. In addition, we pursue selective acquisitions of complementary
companies with strong, entrepreneurial management teams that typically either
currently serve or have the ability to serve our existing client base.
Globally, during the past few years, our industry has continued to be
affected by geopolitical unrest, lagging economic conditions, lack of consumer
confidence and cautious client spending. All of these factors have contributed
to a difficult business environment and industry-wide margin contraction.
Throughout this period, we continued to invest in our businesses and our
personnel and took action to reduce costs at some of our agencies to address the
changing economic circumstances. In recent periods, improving economic
conditions, coupled with the business trends described below, have had a
positive impact on our business.
Several long-term trends continue to positively affect our business,
including our clients increasingly expanding the focus of their brand strategies
from national markets to pan-regional and global markets. Additionally, in an
effort to gain greater efficiency and effectiveness from their marketing
dollars, clients are increasingly requiring greater coordination of their
traditional advertising and marketing activities and concentrating these
activities with a smaller number of service providers.
The diversity and balance of our portfolio of companies and service
offerings have enabled us to continue to grow our revenues, operating income,
net income and earnings per share. In the United States, revenue grew at a rate
of 10.0% in 2005, which is comparable to our prior year rate of 10.6%. On a
constant currency basis, revenue growth for our international business increased
by 3.5%, which is a decrease over our prior rate of 6.0%. While our slower
international growth continues to be evidenced mainly in Continental European
countries, our growth rate has also been impacted by the first quarter 2005 sale
of a majority owned business located in Australia and New Zealand. Overall, we
believe that our businesses have performed well, including those in Continental
Europe, considering the generally sluggish economy that has existed in that
region over the past few years. In addition, in the next twelve to eighteen
months, we expect to continue to increase our investment in an already improving
Asian market. We plan to focus on businesses that will complement and enhance
our existing strategic platforms and service capabilities to better serve our
clients in this region.
In each quarter of 2005, we experienced an increase in our operating
margins over the previous year. This improvement is the result of our new
business initiatives and wins, as well as our previous cost reduction actions.
Our operating margin for 2005 was 12.8% compared to 12.5% in 2004. We are
hopeful that margins will continue to improve as a result of recent new business
wins in the second half of 2005, our continued new business initiatives
associated with the positive long-term industry trends described above, a
stabilizing European economy and the prior period cost-reduction actions taken
by our agencies.
Given our size and breadth, we manage our business by monitoring several
financial indicators. The key indicators that we review focus on the areas of
revenues and operating expenses.
Revenue growth is analyzed by reviewing the components and mix of the
growth, including growth by major geographic location, growth by major marketing
discipline, growth from currency changes, growth from acquisitions and growth
from our largest clients.
10
In recent years, our revenue has been divided almost evenly between
domestic and international operations. In 2005, our overall revenue growth was
7.5%, of which 0.5% was related to changes in foreign exchange rates and (0.3)%
was related to the disposal of entities, net of entities acquired. The
remainder, 7.3%, was organic growth.
In 2005, traditional media advertising represented about 44% of the total
revenue and grew by 9.1% over the prior year. Customer relationship management
represented about 34% of the total revenue and grew by 6.8% over the previous
year. Public relations represented about 10% of the total revenue and grew by
2.1% over the previous year and specialty communications represented about 12%
of total revenue and grew by 8.9% over the previous year.
We measure operating expenses in two distinct cost categories, salary and
service cost and office and general expenses. Salary and service costs are
primarily comprised of employee compensation related costs and office and
general expenses are primarily comprised of rent and occupancy costs, technology
related costs and depreciation and amortization. Each of our agencies requires
service professionals with a skill set that is common across our disciplines. At
the core of this skill set is the ability to understand a client's brand and its
selling proposition, and the ability to develop a unique message to communicate
the value of the brand to the client's target audience. The facility
requirements of our agencies are similar across geographic regions and
disciplines, and their technology requirements are generally limited to personal
computers, servers and off-the-shelf software.
Because we are a service business, we monitor these costs on a percentage
of revenue basis. Salary and service costs tend to fluctuate in conjunction with
changes in revenue, whereas office and general expenses, which are not directly
related to servicing clients, tend to decrease as a percentage of revenue as
revenues increase because a significant portion of these expenses are relatively
fixed in nature. During 2005, salary and service costs increased to 70.7% of
revenue from 70.2% of revenue in 2004. This increase is primarily attributable
to increased revenue levels and the required increases in direct salaries,
salary-related costs and freelance labor costs necessary to deliver our services
and pursue new business initiatives. Office and general expenses declined to
16.5% of revenue from 17.3% in 2004 as a result of our continuing efforts to
better align these costs with business levels on a location-by-location basis.
Our net income for 2005 increased by 9.3% to $790.7 million from $723.5
million in 2004 and our diluted EPS increased by 12.4% to $4.36 from $3.88 in
the prior year for the reasons described above, as well as the impact of the
reduction in our weighted average shares outstanding for the year. This
reduction was the result of our purchases of treasury shares net of option
exercises and share issuances under our employee stock purchase plan.
Critical Accounting Policies and New Accounting Pronouncements
Critical Accounting Policies
We have prepared the following supplemental summary of accounting policies
to assist the reader in better understanding our financial statements and the
related MD&A. We believe that the following policies may involve a higher degree
of judgment and complexity in their application and represent the critical
accounting policies used in the preparation of our financial statements. Readers
are encouraged to consider this supplement together with our consolidated
financial statements and the related notes to our consolidated financial
statements, including our discussion in Note 1 setting forth our accounting
policies in greater detail, for a more complete understanding of accounting
policies discussed below.
Estimates: The preparation of our financial statements in conformity with
U.S. GAAP requires management to make estimates and assumptions. These estimates
and assumptions affect the reported amounts of assets and liabilities including
valuation allowances for receivables and deferred tax assets, accruals for
incentive compensation and the disclosure of contingent liabilities at the date
of the financial statements, as well as the reported amounts of revenue and
expenses during a reporting period. We evaluate these estimates on an
11
ongoing basis and we base our estimates on historical experience, current
conditions and various other assumptions we believe are reasonable under the
circumstances. Actual results can differ from those estimates, and it is
possible that the differences could be material.
A fair value approach is used in testing goodwill for impairment under
SFAS 142 and when evaluating cost-based investments, which consist of ownership
interests in non-public companies, to determine if an other than temporary
impairment has occurred. Our approach in determining fair values utilizes a
discounted cash flow methodology, consideration of similar and recent
transactions and when available and as appropriate, we use comparative market
multiples to supplement our analysis. Numerous estimates and assumptions
necessarily have to be made when completing a discounted cash flow valuation,
including estimates and assumptions regarding interest rates, appropriate
discount rates and capital structure. Additionally, estimates must be made
regarding revenue growth, operating margins, tax rates, working capital
requirements and capital expenditures. Estimates and assumptions also need to be
made when determining the appropriate comparative market multiples to be used.
Actual results of operations, cash flows and other factors used in a discounted
cash flow valuation will likely differ from the estimates used and it is
possible that differences and changes could be material. Additional information
about impairment testing under SFAS 142 and valuation of cost-based investments
appears in Note 1 of our consolidated financial statements, as well as Note 6
with respect to cost-based investments.
A fair value approach is used in determining the award value of
stock-based employee compensation in accordance with SFAS 123. We currently
utilize the Black-Scholes option valuation model to determine the fair value of
option awards. This valuation model utilizes several assumptions and estimates
such as expected life, rate of risk free interest, historical volatility and
dividend yield. If different assumptions and estimates were utilized to
determine the fair value, our actual results of operations and cash flows would
likely differ from the estimates used and it is possible that differences and
changes could be material. Additional information about these assumptions and
estimates appears in Note 7 to our consolidated financial statements.
Acquisitions and Goodwill: We have historically made and expect to
continue to make selective acquisitions. In making acquisitions, the price we
pay is determined by various factors, including specialized know-how,
reputation, competitive position, geographic coverage and service offerings, as
well as our experience and judgment. The amount we paid for acquisitions,
including cash, stock and assumption of net liabilities, totaled $327.2 million
in 2005 and $378.1 million in 2004. Approximately 63% and 51%, respectively, of
these amounts related to contingent purchase price obligations paid during the
respective year related to acquisitions completed in prior years.
Our acquisition strategy has been focused on acquiring the expertise of an
assembled workforce in order to continue to build upon the core capabilities of
our various strategic business platforms and agency brands through the expansion
of their geographic reach and/or their service capabilities to better serve our
clients. Accordingly, like most service businesses, a substantial portion of the
intangible asset value that we acquire is the know-how of the people, which is
treated as part of goodwill and, in accordance with SFAS No. 141, Business
Combinations ("SFAS 141"), is not valued separately. For each of our
acquisitions we undertake a detailed review to identify other intangible assets
and a valuation is performed for all such assets identified. The majority of the
value of the identifiable intangible assets that we acquire is derived from
customer relationships. In executing our acquisition strategy, one of the
primary drivers in identifying and executing a specific transaction is the
existence of, or the ability to, expand our existing client relationships.
Additional key factors we consider include the competitive position and
specialized know-how of the acquisition targets. The expected benefits of our
acquisitions are typically shared across multiple agencies as they work together
to integrate the acquired agency into our client service strategy.
A summary of our contingent purchase price obligations, sometimes referred
to as earn-outs, and obligations to purchase additional interests in certain
subsidiary and affiliate companies is set forth in the "Liquidity and Capital
Resources" section of this report. The amount of contingent purchase price
obligations and obligations to purchase additional interests in certain
subsidiary and affiliate companies are based on future performance. Contingent
purchase price obligations are accrued, in accordance with GAAP, when the
contingency is resolved and payment is certain.
12
Additional information about acquisitions and goodwill appears in Notes 1
and 2 to our consolidated financial statements.
Revenue Recognition: Substantially all of our revenue is derived from fees
for services. Additionally, we earn commissions based upon the placement of
advertisements in various media. Revenue is realized when the service is
performed in accordance with terms of the arrangements with our clients and upon
completion of the earnings process. This includes when services are rendered,
generally upon presentation date for media, when costs are incurred for radio
and television production and when print production is completed and collection
is reasonably assured.
In the majority of our businesses, we record revenue at the net amount
retained when the fee or commission is earned. In the delivery of certain
services to our clients, we incur costs on their behalf for which we are
reimbursed. Substantially all of our reimbursed costs relate to purchases on
behalf of our clients of media and production services. We normally have no
latitude in establishing the reimbursement price for these expenses and invoice
our clients for these expenses in an amount equal to the amount of costs
incurred. These reimbursed costs, which are a multiple of our revenue, are
significant. However, the majority of these costs are incurred on behalf of our
largest clients and we have not historically experienced significant losses in
connection with the reimbursement of these costs.
A small portion of our contractual arrangements with clients includes
performance incentive provisions designed to link a portion of our revenue to
our performance relative to both quantitative and qualitative goals. We
recognize this portion of revenue when the specific quantitative goals are
achieved, or when our performance against qualitative goals is determined by our
clients. Additional information about our revenue appears in Note 1 to our
consolidated financial statements.
Employee Stock-Based Compensation: In accordance with SFAS 123, as amended
by SFAS 148, we elected, effective January 1, 2004, to account for stock-based
employee compensation using the fair value method. In determining the fair value
of certain stock-based compensation awards, we use certain estimates and
assumptions such as expected life, rate of risk free interest, volatility and
dividend yield. If different assumptions and estimates were used to determine
the fair value, our actual results could be different. As a result of our
adoption of SFAS 123 as amended by SFAS 148, the fair value of stock-based
employee compensation was recorded as an expense in the current and prior years.
Accordingly, our results for years prior to 2004 have been restated as if we had
used the fair value method to account for stock-based employee compensation.
Pre-tax stock-based employee compensation expense for the years ended December
31, 2005, 2004 and 2003, was $87.0 million, $117.2 million and $133.1 million,
respectively. Information about our specific awards and stock plans can be found
in Note 7 to our consolidated financial statements.
In December 2004, the FASB issued SFAS No. 123 (Revised 2004) --
Share-Based Payment ("SFAS 123R") which is effective for the next fiscal year
beginning after June 15, 2005 and generally applies to grants made after
adoption. We plan to adopt SFAS 123R effective January 1, 2006. SFAS 123R
revises certain requirements of FASB Statement No. 123, Accounting for
Stock-Based Compensation. We do not expect these changes to have a material
impact on our consolidated results of operations or financial position.
Additional information regarding the changes required by SFAS 123R and their
impact on our financial statements can be found in Note 1 to our consolidated
financial statements.
13
New Accounting Pronouncements
In addition to those discussed previously, additional information
regarding new accounting pronouncements can also be found in Note 13 to our
consolidated financial statements. Also, Note 1 to our consolidated financial
statements includes a summary of our significant accounting policies.
Financial Results from Operations -- 2005 Compared with 2004
(Dollars in millions,
except per share amounts)
Year Ended December 31, 2005 2004
--------- --------
Revenue.................................... $10,481.1 $9,747.2
Operating Expenses:
Salary and service costs................ 7,412.9 6,846.8
Office and general expenses............. 1,728.4 1,685.0
--------- --------
9,141.3 8,531.8
--------- --------
Operating Profit........................... 1,339.8 1,215.4
Net Interest Expense:
Interest expense........................ 78.0 51.1
Interest income......................... (18.8) (14.5)
--------- --------
59.2 36.6
--------- --------
Income Before Income Taxes................. 1,280.6 1,178.8
Income Taxes............................... 435.3 396.3
--------- --------
Income After Income Taxes.................. 845.3 782.5
Equity in Earnings of Affiliates........... 27.6 17.1
Minority Interests......................... (82.2) (76.1)
--------- --------
Net Income.............................. $ 790.7 $ 723.5
========= ========
Net Income Per Common Share:
Basic................................... $ 4.38 $ 3.90
Diluted................................. 4.36 3.88
Dividends Declared Per Common Share........ $0.925 $0.900
The following year-over-year analysis gives further details and insight
into the changes in our financial performance.
Revenue: When comparing performance between years, we discuss non-GAAP
financial measures such as the impact that foreign currency rate changes,
acquisitions/dispositions and organic growth have on reported revenues. We
derive significant revenue from international operations and changes in foreign
currency rates between the years impact our reported results. Reported results
are also impacted by our acquisition and disposition activity and organic
growth. Accordingly, we provide this information to supplement the discussion of
changes in revenue period-to-period.
Our 2005 consolidated worldwide revenue increased 7.5% to $10,481.1
million from $9,747.2 million in 2004. Foreign exchange impacts increased
worldwide revenue by $53.3 million. The effect of acquisitions, net of
disposals, decreased 2005 worldwide revenue by $28.8 million. Organic growth
increased worldwide revenue by $709.4 million. The components of total 2005
revenue growth in the U.S. ("domestic") and the remainder of the world
("international") are summarized below (dollars in millions):
Total Domestic International
----------------- ---------------- ----------------
$ % $ % $ %
--------- --- -------- ---- -------- ---
December 31, 2004..................... $ 9,747.2 -- $5,223.4 -- $4,523.8 --
--------- --- -------- ---- -------- ---
Components of revenue changes:
Foreign exchange impact............... 53.3 0.5% -- -- 53.3 1.2%
Acquisitions.......................... (28.8) (0.3)% 52.6 1.0% (81.4) (1.8)%
Organic............................... 709.4 7.3% 467.9 9.0% 241.5 5.3%
--------- --- -------- ---- -------- ---
December 31, 2005..................... $10,481.1 7.5% $5,743.9 10.0% $4,737.2 4.7%
========= === ======== ==== ======== ===
14
The negative acquisition growth in international revenue is attributable
to the disposition of a customer relationship management agency located in
Australia and New Zealand in the first quarter of 2005.
The components and percentages are calculated as follows:
o The foreign exchange impact component shown in the table is
calculated by first converting the current period's local currency
revenue using the average exchange rates from the equivalent prior
period to arrive at a constant currency revenue (in this case
$10,427.8 million for the Total column in the table). The foreign
exchange impact equals the difference between the current period
revenue in U.S. Dollars and the current period revenue in constant
currency (in this case $10,481.1 million less $10,427.8 million for
the Total column in the table).
o The acquisition component shown in the table is calculated by
aggregating 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.
o The organic component shown in the table is calculated by
subtracting both the foreign exchange and acquisition revenue
components from total revenue growth.
o The percentage change shown in the table of each component is
calculated by dividing the individual component amount by the prior
period revenue base of that component (in this case $9,747.2 million
for the Total column in the table).
The components of revenue and revenue growth for 2005 compared to 2004 in
our primary geographic markets are summarized below (dollars in millions):
$ Revenue % Growth
--------- --------
United States............................ $ 5,743.9 10.0%
Euro Markets............................. 2,156.5 4.8%
United Kingdom........................... 1,102.4 1.6%
Other.................................... 1,478.3 7.1%
--------- ---
Total.................................... $10,481.1 7.5%
========= ===
As indicated, foreign exchange impacts increased our international revenue
by $53.3 million for 2005. The most significant impacts resulted from the
strengthening of the Canadian Dollar and Brazilian Real against the U.S. Dollar,
which was offset primarily by the decline of the British Pound against the U.S.
Dollar. Based on current exchange rates, we expect foreign exchange impacts to
reduce our full-year 2006 consolidated revenues by between 1.0% and 1.5%.
Additional geographic information relating to our business is contained in Note
5 to our consolidated financial statements.
Due to a variety of factors, in the normal course, our agencies both gain
and lose business from clients each year. The net result in 2005, and
historically each year for us as a whole, was an overall gain in new business.
Under our client-centric approach, we seek to broaden our relationships with our
largest clients. Revenue from our single largest client represented 4.0% of
worldwide revenue in 2005 and 4.3% in 2004 and no other client represented more
than 2.9% in 2005 or 2004. Our ten largest and 100 largest clients represented
18.5% and 44.6% of our 2005 worldwide revenue, respectively, and 18.3% and 45.1%
of our 2004 worldwide revenue, respectively.
Driven by clients' continuous demand for more effective and efficient
branding activities, we strive to provide an extensive range of advertising,
marketing and corporate communications services through various client-centric
networks that are organized to meet specific client objectives. These services
include advertising, brand consultancy, crisis communications, custom
publishing, database management, digital and interactive marketing, direct
marketing, directory advertising, entertainment marketing, environmental design,
experiential marketing, field marketing, financial/corporate
business-to-business advertising, graphic arts, healthcare communications,
instore design, investor relations, marketing research, media planning and
buying, mobile marketing services, multi-cultural marketing, non-profit
marketing, organizational communications, package design, product placement,
promotional marketing, public affairs, public relations, real estate advertising
and marketing, recruitment communications, reputation consulting, retail
marketing, search engine marketing and sports and event marketing. In an effort
to monitor the changing needs of our clients and to further expand the
15
scope of our services to key clients, we monitor revenue across a broad range of
disciplines and group them into the following four categories as summarized
below: traditional media advertising, customer relationship management, referred
to as CRM, public relations and specialty communications.
(Dollars in millions)
Year Ended December 31,
----------------------------------------------------------------
2005 2004 2005 vs 2004
----------------- ----------------- ----------------
% of % of $ %
Revenue Revenue Revenue Revenue Growth Growth
------- ------- ------- ------- ------ ------
Traditional media advertising.......... $ 4,589.0 43.8% $4,207.5 43.2% $381.5 9.1%
CRM ................................. 3,613.0 34.5% 3,382.6 34.7% 230.4 6.8%
Public relations....................... 1,045.7 10.0% 1,024.0 10.5% 21.7 2.1%
Specialty communications............... 1,233.4 11.7% 1,133.1 11.6% 100.3 8.9%
--------- -------- ------
$10,481.1 $9,747.2 $733.9 7.5%
========= ======== ======
Certain reclassifications have been made in the tables above to conform
the 2004 amounts to the 2005 presentation.
Operating Expenses: Our 2005 worldwide operating expenses increased $609.5
million, or 7.1%, to $9,141.3 million from $8,531.8 million in 2004, as shown
below.
(Dollars in millions)
Year Ended December 31,
--------------------------------------------------------------------------------
2005 2004 2005 vs 2004
---------------------------- ----------------------------- ---------------
% of % of
Total Total
% of Operating % of Operating $ %
Revenue Revenue Expenses Revenue Revenue Expenses Growth Growth
------- ------- -------- ------- ------- -------- ------ ------
Revenue............................. $10,481.1 $9,747.2 $733.9 7.5%
Operating Expenses:
Salary and service costs......... 7,412.9 70.7% 81.1% 6,846.8 70.2% 80.3% 566.1 8.3%
Office and general expenses...... 1,728.4 16.5% 18.9% 1,685.0 17.3% 19.7% 43.4 2.6%
--------- ---- ---- -------- ---- ---- ------ ----
Total Operating Expenses............ 9,141.3 87.2% 8,531.8 87.5% 609.5 7.1%
Operating Profit.................... $ 1,339.8 12.8% $1,215.4 12.5% $124.4 10.2%
========= ==== ======== ==== ====== ====
Because we provide professional services, salary and service costs
represent the largest part of our operating expenses. During 2005, we continued
to invest in our businesses and their professional personnel. As a percentage of
total operating expenses, salary and service costs were 81.1% in 2005 and 80.3%
in 2004. These costs are comprised of salary and related costs and direct
service costs. Most, or $566.1 million and 92.9%, of the $609.5 million increase
in total operating expenses in 2005 resulted from increases in salary and
service costs. This increase was attributable to the increase in our revenue in
2005 and the required increases in the direct costs necessary to deliver our
services and pursue new business initiatives, including direct salaries, salary
related costs and direct service costs, including freelance labor costs and
direct administrative costs, such as travel. In addition, cash-based incentive
compensation, such as bonus and profit sharing, increased in 2005 when compared
to 2004. However, this increase was largely offset by a reduction in the
amortization of employee stock-based compensation. As a result, salary and
service costs as a percentage of revenues increased year-to-year from 70.2% in
2004 to 70.7% in 2005.
Office and general expenses represented 18.9% and 19.7% of our operating
expenses in 2005 and 2004, respectively. These costs are comprised of office and
equipment rent, technology costs and depreciation, amortization of identifiable
intangibles, professional fees and other overhead expenses. As a percentage of
revenue, office and general expenses decreased in 2005 from 17.3% to 16.5%
because these costs are relatively fixed in nature and decrease as a percentage
of revenue as revenue increases. In addition, this year-over-year decrease
resulted from our continuing efforts to better align these costs with business
levels on a location-by-location basis.
We expect our efforts to control operating expenses will continue as we
continuously look for ways to increase the variability of our cost structure. We
are hopeful that margins will continue to improve as a result of
16
recent new business wins in the second half of 2005, our continued new business
initiatives associated with the positive long-term industry trends previously
described, a stabilizing European economy and the prior period cost-reduction
actions taken by our agencies.
Included in office and general expense for 2005 is a pre-tax net gain of
$6.9 million arising from the sale in the first quarter of a majority-owned
business located in Australia and New Zealand and the disposal of a
non-strategic business located in the United States. Due to the unusually high
book tax rate caused by the non-deductibility of goodwill, the book tax cost of
the transactions was $6.1 million. After deducting minority interest expense,
the impact of these transactions increased net income in 2005 by $0.4 million.
Included in office and general expense for 2004 was a net gain of $13.1
million related to investment activity during the first quarter of 2004. In
March 2004, in connection with Seneca Investments LLC's recapitalization, we
agreed to exchange our remaining preferred stock in Seneca for a $24.0 million
senior secured note and 40% of Seneca's outstanding common stock. The note,
which is due in March 2007, bears interest at a rate of 6.25% per annum. The
recapitalization transaction was required to be recorded at fair value and,
accordingly, we recorded a pre-tax net gain of $24.0 million. This gain was
partially offset by losses of $10.9 million on other cost-based investments
unrelated to our investment in Seneca. Payments received through January 2006
have reduced the outstanding principal balance of the note to $1.2 million as of
January 31, 2006. Additional information appears in Note 6 to our consolidated
financial statements.
Excluding these net gains of $6.9 million and $13.1 million from
investment activity, office and general expenses were 16.6% of revenue in 2005,
compared to 17.4% of revenue in 2004 and operating margin increased to 12.7% of
revenue in 2005 from 12.3% of revenue in 2004.
Net Interest Expense: Our net interest expense increased in 2005 to $59.2
million, as compared to $36.6 million in 2004. Our gross interest expense
increased by $26.9 million to $78.0 million. This increase resulted from $24.4
million of additional interest costs associated with the amortization of
payments we made during 2005 and the fourth quarter of 2004 to holders of
certain of our convertible notes. In August 2005, we paid $33.5 million to
holders of our Zero Coupon Zero Yield Convertible Notes due 2032 ("2032 Notes")
to not exercise certain put rights and, in November 2004, we paid $14.8 million
and $1.5 million in the aggregate, respectively, to consenting holders of our
Liquid Yield Option Notes due 2031 ("2031 Notes") and Zero Coupon Zero Yield
Convertible Notes due 2033 ("2033 Notes") as incentives to consent to certain
amendments to our indentures and not exercise certain put rights. Substantially
all of the year-over-year increase in these payments was due to market increases
in short-term interest rates. These increases were partially offset by interest
expense savings relative to our Euro-denominated (Euro) 152.4 million 5.20%
Notes that were redeemed upon their maturity in June 2005.
As a result of interest related payments made in the second half of 2005
and a payment we made to holders of the 2031 Notes in February, 2006 (see Note
14 to our consolidated financial statements), we expect interest expense to
increase by $11.4 million in 2006 compared to 2005, as these payments are
amortized ratably through their next put dates. We expect interest expense to be
further increased by additional payments we may make during the third quarter of
2006 on our 2032 Notes and 2033 Notes.
See "Liquidity and Capital Resources" for a discussion of our indebtedness
and related matters.
Income Taxes: Our 2005 consolidated effective income tax rate was 34.0%.
Excluding the impact relating to the 2005 net gain on the sale of certain
businesses, as described above in our discussion on operating expenses, our tax
rate was 33.7% which is comparable to our 2004 year rate of 33.6%.
The FASB issued two staff positions on accounting for income taxes to
address recent changes enacted by the United States Congress, Staff Position FAS
109-1, Application of FASB Statement No. 109, Accounting for Income Taxes, for
the Tax Deduction Provided to U.S. Based Manufacturers by the American Jobs
Creation Act of 2004 (the "Jobs Act") ("FSP No. 109-1"), and Staff Position FAS
109-2, Accounting and Disclosure Guidance for the Foreign Earnings Repatriation
Provisions within the American Jobs Creation Act of 2004 ("FSP No. 109-2). We
believe that FSP 109-1 does not apply to our business. In the fourth quarter of
2005, we repatriated $47.9 million of foreign earnings utilizing the 85%
dividend received deduction provided by the Jobs Act and in accordance with FSP
109-2, we recorded a $2.7 million domestic tax liability, which is included in
our full year effective tax rate of 34.0%.
17
Earnings Per Share (EPS): For the foregoing reasons, our net income in
2005 increased $67.2 million by 9.3%, to $790.7 million from $723.5 million in
2004. Diluted earnings per share increased 12.4% to $4.36 in 2005, as compared
to $3.88 in the prior year for the reasons described above, as well as the
impact of the reduction in our weighted average shares outstanding for the year.
This reduction was the result of our purchases of treasury shares net of option
exercises and share issuances under our employee stock purchase plan.
Financial Results from Operations -- 2004 Compared with 2003
(Dollars in millions, except per share amounts)
Twelve Months Ended December 31, 2004 2003
-------- --------
Revenue................................................................ $9,747.2 $8,621.4
Operating Expenses:
Salary and service costs............................................ 6,846.8 5,911.8
Office and general expenses......................................... 1,685.0 1,617.7
-------- --------
8,531.8 7,529.5
-------- --------
Operating Profit....................................................... 1,215.4 1,091.9
Net Interest Expense:
Interest expense.................................................... 51.1 57.9
Interest income..................................................... (14.5) (15.1)
-------- --------
36.6 42.8
-------- --------
Income before Income Taxes............................................. 1,178.8 1,049.1
Income Taxes........................................................... 396.3 353.0
-------- --------
Income after Income Taxes.............................................. 782.5 696.1
Equity in Earnings of Affiliates....................................... 17.1 15.1
Minority Interests..................................................... (76.1) (80.2)
-------- --------
Net Income.......................................................... $ 723.5 $ 631.0
======== ========
Net Income Per Common Share:
Basic............................................................... $3.90 $3.37
Diluted............................................................. 3.88 3.37
Dividends Declared Per Common Share.................................... $0.90 $0.80
The following year-over-year analysis gives further details and insight
into the changes in our financial performance.
Revenue: Our 2004 consolidated worldwide revenue increased 13.1% to
$9,747.2 million from $8,621.4 million in 2003. Foreign exchange impacts
increased worldwide revenue by $390.6 million. The effect of acquisitions, net
of disposals, increased 2004 worldwide revenue by $163.9 million. Organic growth
increased worldwide revenue by $571.3 million. The components of total 2004
revenue growth in the U.S. ("domestic") and the remainder of the world
("international") are summarized below (dollars in millions):
Total Domestic International
---------------- ---------------- ----------------
$ % $ % $ %
-------- ---- -------- ---- -------- ----
December 31, 2003..................... $8,621.4 -- $4,720.9 -- $3,900.5 --
Components of revenue changes:
Foreign exchange impact............... 390.6 4.5% -- -- 390.6 10.0%
Acquisitions.......................... 163.9 1.9% 131.9 2.8% 32.0 0.8%
Organic............................... 571.3 6.7% 370.6 7.8% 200.7 5.2%
-------- ---- -------- ---- -------- ----
December 31, 2004..................... $9,747.2 13.1% $5,223.4 10.6% $4,523.8 16.0%
= ======== ==== ======== ==== ======== ====
The components and percentages are calculated as follows:
o The foreign exchange impact component shown in the table is
calculated by first converting the current period's local currency
revenue using the average exchange rates from the equivalent prior
period to arrive at a constant currency revenue (in this case
$9,356.6 million for the Total column in the table). The foreign
exchange impact equals the difference between the current period
revenue in U.S. Dollars
18
and the current period revenue in constant currency (in this case
$9,747.2 million less $9,356.6 million for the Total column in the
table).
o The acquisition component shown in the table is calculated by
aggregating 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.
o The organic component shown in the table is calculated by
subtracting both the foreign exchange and acquisition revenue
components from total revenue growth.
o The percentage change shown in the table of each component is
calculated by dividing the individual component amount by the prior
period revenue base of that component (in this case $8,621.4 million
for the Total column in the table).
The components of revenue and revenue growth for 2004 compared to 2003, in
our primary geographic markets are summarized below (dollars in millions):
$ Revenue % Growth
--------- --------
United States............................. $5,223.4 10.6%
Euro Markets.............................. 2,058.2 15.0%
United Kingdom............................ 1,085.0 15.2%
Other..................................... 1,380.6 18.1%
-------- ----
Total..................................... $9,747.2 13.1%
======== ====
As indicated, foreign exchange impacts increased our international revenue
by $390.6 million for 2004. The most significant impacts resulted from the
strengthening of the Euro and the British Pound against the U.S. Dollar, as our
operations in these markets represented approximately 70.0% of our international
revenue. Additional geographic information relating to our business is contained
in Note 5 to our consolidated financial statements.
Due to a variety of factors, in the normal course, our agencies both gain
and lose business from clients each year. The net result in 2004, and
historically each year for us as a whole, was an overall gain in new business.
Under our client-centric approach, we seek to broaden our relationships with our
largest clients. Revenue from our single largest client represented 4.3% of
worldwide revenue in 2004 and 4.7% in 2003 and no other client represented more
than 2.8% in 2004 or 2003. Our ten largest and 100 largest clients represented
18.3% and 45.1% of our 2004 worldwide revenue, respectively, and 18.7% and 43.1%
of our 2003 worldwide revenue, respectively.
In an effort to monitor the changing needs of our clients and to further
expand the scope of our services to key clients, we monitor revenue across a
broad range of disciplines and group them into the following four categories:
traditional media advertising, customer relationship management, referred to as
CRM, public relations and specialty communications as summarized below.
(Dollars in millions)
Twelve Months Ended December 31,
-----------------------------------------------------------------
2004 2003 2004 vs 2003
------------------ ---------------- ----------------
% of % of $ %
Revenue Revenue Revenue Revenue Growth Growth
------- ------- ------- ------- ------ ------
Traditional media advertising.......... $4,207.5 43.2% $3,775.7 43.8% $ 431.8 11.4%
CRM ................................. 3,382.6 34.7% 2,953.4 34.2% 429.2 14.5%
Public relations....................... 1,024.0 10.5% 928.6 10.8% 95.4 10.3%
Specialty communications............... 1,133.1 11.6% 963.7 11.2% 169.4 17.6%
-------- -------- -------- ----
$9,747.2 $8,621.4 $1,125.8 13.1%
======== ======== ======== ====
Certain reclassifications have been made in the tables above to conform
the 2004 and 2003 amounts to the current year's presentation.
19
Operating Expenses: Our 2004 worldwide operating expenses increased
$1,002.3 million, or 13.3%, to $8,531.8 million from $7,529.5 million in 2003,
as shown below.
(Dollars in millions)
Year Ended December 31,
-----------------------------------------------------------------------
2004 2003 2004 vs 2003
------------------------- -------------------------- -----------------
% of % of
% of Total Op. % of Total Op. $ %
Revenue Revenue Costs Revenue Revenue Costs Growth Growth
------- ------- ----- ------- ------- ----- ------ ------
Revenue............................. $9,747.2 $8,621.4 $1,125.8 13.1%
Operating Expenses:
Salary and service costs......... 6,846.8 70.2% 80.3% 5,911.8 68.6% 78.5% 935.0 15.8%
Office and general expenses...... 1,685.0 17.3% 19.7% 1,617.7 18.8% 21.5% 67.3 4.2%
-------- ---- -------- ---- -------- ----
Total Operating Expenses............ 8,531.8 87.5% 7,529.5 87.3% 1,002.3 13.3%
Operating Profit.................... $1,215.4 12.5% $1,091.9 12.7% $ 123.5 11.3%
======== ==== ======== ==== ======== ====
Because we provide professional services, salary and service costs
represent the largest part of our operating expenses. During 2004, we continued
to invest in our businesses and their professional personnel. As a percentage of
operating expenses, salary and service costs were 80.3% in 2004 and 78.5% in
2003. These costs are comprised of salary and related costs and direct service
costs. Most, or $935.0 million and 93.3%, of the $1,002.3 million increase in
operating expenses in 2004 resulted from increases in salary and service costs.
This increase was attributable to increased revenue levels and the required
increases in direct salary and salary related costs necessary to deliver our
services and pursue new business initiatives, including increases in incentive
compensation costs, as well as increases in direct service costs, including
freelance labor costs and recruiting costs. This was partially offset by a
reduction in severance costs and the expected positive impact in 2004 of
previous cost actions. As a result, salary and service costs as a percentage of
revenues increased year-to-year from 68.6% in 2003 to 70.2% in 2004.
Office and general expenses represented 19.7% and 21.5% of our operating
expenses in 2004 and 2003, respectively. These costs are comprised of office and
equipment rent, technology costs and depreciation, amortization of identifiable
intangibles, professional fees and other overhead expenses. As a percentage of
revenue, office and general expenses decreased in 2004 from 18.8% to 17.3%
because these costs are relatively fixed in nature and decrease as a percentage
of revenue as revenue increases. In addition, this year-over-year decrease
resulted from our continuing efforts to better align these costs with business
levels on a location-by-location basis. This decrease was partially offset by
increased costs incurred in connection with the implementation of Sarbanes-Oxley
Section 404 and $9.9 million of costs incurred in connection with the disposal
of two non-strategic businesses early in 2004.
Included in office and general expense was a net gain of $13.1 million
related to investment activity during the first quarter of 2004. In March 2004,
in connection with Seneca LLC's recapitalization, we agreed to exchange our
remaining preferred stock in Seneca for a $24.0 million senior secured note and
40% of Seneca's outstanding common stock. The note, which is due in March 2007,
bears interest at a rate of 6.25% per annum. The recapitalization transaction
was required to be recorded at fair value and, accordingly, we recorded a
pre-tax net gain of $24.0 million. This gain was partially offset by losses of
$10.9 million on other cost-based investments unrelated to our investment in
Seneca. Additional information appears in Note 6 to our consolidated financial
statements.
Excluding the net gain of $13.1 million from investment activity, office
and general expenses were 17.4% of revenue in 2004, compared to 18.8% of revenue
in 2003, and operating margin decreased to 12.3% of revenue from 12.7% of
revenue.
Net Interest Expense: Our net interest expense decreased in 2004 to $36.6
million, as compared to $42.8 million in 2003. Our gross interest expense
decreased by $6.8 million to $51.1 million. This decrease is attributed to a
reduction of $5.1 million in the amortization of interest related payments on
our convertible notes from $28.1 million in 2003 to $23.0 million in 2004 and
reductions resulting from cash management efforts during the course of the year.
This reduction was partially offset by an increase in interest expense relative
to the Euro 152.4 million 5.20% Notes due to the foreign currency change of the
Euro relative to the U.S. Dollar in 2004.
See "Liquidity and Capital Resources" for a discussion of our indebtedness
and related matters.
Income Taxes: Our 2004 consolidated effective income tax rate of 33.6% was
unchanged from 2003.
20
Liquidity and Capital Resources
Cash Requirements, Including Contractual Obligations
Historically, substantially all of our non-discretionary cash requirements
have been funded from operating cash flow and cash on hand. Our principal
non-discretionary funding requirement is our working capital. In addition, as
discussed below, we have contractual obligations related to our debt and
convertible notes, our recurring business operations primarily related to lease
obligations, as well as certain contingent acquisition obligations related to
acquisitions made in prior years.
Our principal discretionary cash requirements include dividend payments to
our shareholders, repurchases of our common stock, payments for strategic
acquisitions and capital expenditures. In 2005 and 2004, our discretionary
spending was funded from operating cash flow and cash on hand. However, in any
given year, depending on the level of discretionary activity, we may use other
sources of available funding, such as the liquidation of short-term investments
or the issuance of commercial paper to finance these activities.
We have a seasonal working capital cycle. Working capital requirements are
lowest at year-end. The fluctuation in working capital requirements between the
lowest and highest points during the course of the year can be more than $1.5
billion during the year. This cycle occurs because our businesses incur costs on
behalf of our clients, including when we place media and incur production costs.
We generally require collection from our clients prior to our payment for the
media and production cost obligations. This pattern was similar during the past
three years. During the year we manage liquidity through our credit facilities
as discussed below under "Cash Management." At the end of 2005, our cash and
cash equivalents decreased by $329.8 million from the previous year-end. The
components of the decrease are summarized below:
SOURCES
Cash Flow from Operations............................. $ 991.2
Add back changes in net working capital at
year-end resulting from the adverse effect of
timing of receipts and disbursements in 2005........ 151.2
---------
Subtotal, Principal Cash Sources...................... 1,142.4
USES
Capital expenditures.................................. $(162.7)
Dividends paid........................................ (164.0)
Acquisition payments, net of cash acquired and
proceeds from sale of $29.3 million................. (268.6)
Purchase of treasury shares (net of proceeds from
stock option exercises and stock sold in our
employee stock purchase plan of $88.1 million)...... (643.7)
-------
Subtotal, Principal Discretionary Cash Uses........... (1,239.0)
---------
Discretionary Cash Uses in excess of Principal
Cash Sources...................................... (96.6)
Repayment of long-term debt........................... (188.4)
Exchange rate changes................................. (41.9)
Other, net............................................ (2.9)
---------
Decrease in cash and cash equivalents............... $ 329.8
=========
The Principal Cash Sources and Principal Discretionary Cash Uses numbers
presented above are non-GAAP financial measures. These amounts exclude changes
in working capital and certain other investing and financing activities used to
fund these working capital changes. This presentation reflects the metrics used
by management to assess our sources and uses of cash and was derived from our
consolidated statement of cash flow. We believe that this presentation is
meaningful for understanding our primary sources and primary uses of that cash
flow. Additional information regarding our cash flows can be found in our
consolidated financial statements.
21
Contractual Obligations and Other Commercial Commitments: We enter into
numerous contractual and commercial undertakings in the normal course of our
business. The following table summarizes information about certain of our
obligations as of December 31, 2005 and should be read together with Note 3
(bank loans and lines of credit), Note 4 (long-term debt and convertible notes),
Note 10 (commitments and contingent liabilities), Note 11 (fair value of
financial instruments) and Note 12 (financial instruments and market risk) to
our consolidated financial statements.
Due in Due in Due
Less than 1 to 5 after 5 Total
1 Year Years Years Due
--------- -------- ------- --------
Contractual Obligations at
December 31, 2005 (Dollars in millions)
-------------------------------------------------------------
Long-term debt........................... $ 1.1 $ 18.2 $ -- $ 19.3
Convertible notes........................ -- -- 2,339.3 2,339.3
Lease obligations........................ 412.6 1,060.3 783.5 2,256.4
Other.................................... 16.0 17.0 -- 33.0
------ -------- -------- --------
Total.................................... $429.7 $1,095.5 $3,122.8 $4,648.0
====== ======== ======== ========
As more fully described below under the heading "Debt Instruments,
Guarantees and Related Covenants," the holders of the convertible notes included
in the table above have the right to cause us to repurchase up to the entire
aggregate face amount of the notes then outstanding for par value at certain
dates in the future. If these rights were exercised at the earliest possible
future date, as set forth in Note 4 to our consolidated financial statements,
$2,339.3 million of the convertible notes could be due in less than one year in
the "Due after 5 Years" category above.
Due in Due in Due
Less than 1 to 5 after 5 Total
1 Year Years Years Due
--------- -------- ------- -------
Other Commercial Commitments at
December 31, 2005 (Dollars in millions)
-----------------------------------------------------------
Lines of credit.......................... $ -- $ -- $ -- $ --
Guarantees and letters of credit......... 0.1 0.1 0.0 0.2
---- ---- ---- ----
Total.................................... $0.1 $0.1 $0.0 $0.2
==== ==== ==== ====
In the normal course of business, our agencies enter into various
contractual media commitments on behalf of our clients at levels substantially
exceeding our revenue. These commitments are included in our accounts payable
balance when the media services are delivered by the providers. Historically, we
have not experienced significant losses for media commitments entered into on
behalf of our clients and we believe that we do not have substantial exposure to
potential losses of this nature in the future as we monitor closely the credit
worthiness of our clients. In the event that we are committed to the media
services and our client has not paid us, we believe that the risk of material
loss is minimal because in the normal course of business we have reasonable
options available to us to substantially mitigate potential losses.
Contingent Acquisition Obligations: Certain of our acquisitions are
structured with contingent purchase price obligations, often referred to as
earn-outs. We utilize contingent purchase price structures in an effort to
minimize the risk to us associated with potential future negative changes in the
performance of the acquired entity during the post-acquisition transition
period. These payments are not contingent upon future employment. The amount of
future contingent purchase price payments that we would be required to pay for
prior acquisitions, assuming that the businesses perform over the relevant
future periods at their current profit levels, is approximately $397 million as
of December 31, 2005. The ultimate amounts payable cannot be predicted with
reasonable certainty because they are dependent upon future results of
operations of subject businesses and are subject to changes in foreign currency
exchange rates. In accordance with U.S. GAAP, we have not recorded a liability
for these items on our balance sheet since the definitive amount is not
determinable or distributable. Actual results can differ from these estimates
and the actual amounts that we pay are likely to be different from these
estimates. Our obligations change from period to period primarily as a result of
payments made during the current period, changes in the acquired entities'
performance and changes in foreign currency exchange rates.
22
These differences could be significant. The contingent purchase price
obligations as of December 31, 2005, calculated assuming that the acquired
businesses perform over the relevant future periods at their current profit
levels, are as follows:
(Dollars in millions)
------------------------------------------------------------------
2006 2007 2008 2009 Thereafter Total
---- ---- ---- ---- ---------- -----
$126 $113 $89 $47 $22 $397
In addition, owners of interests in certain of our subsidiaries or
affiliates have the right in certain circumstances to require us to purchase
additional ownership interests in those companies. Assuming that the
subsidiaries and affiliates perform over the relevant periods at their current
profit levels, the aggregate amount we could be required to pay in future
periods is approximately $272 million, $159 million of which relate to
obligations that are currently exercisable. If these rights are exercised, there
would be an increase in our net income as a result of our increased ownership
and the reduction of minority interest expense. The ultimate amount payable
relating to these transactions will vary because it is primarily dependent on
the future results of operations of the subject businesses, the timing of the
exercise of these rights and changes in foreign currency exchange rates. The
actual amount that we pay is likely to be different from this estimate and the
difference could be significant. The obligations that exist for these agreements
as of December 31, 2005, calculated using the assumptions above, are as follows:
(Dollars in millions)
----------------------------------------
Currently Not Currently
Exercisable Exercisable Total
----------- ----------- -----
Subsidiary agencies................ $116 $108 $224
Affiliated agencies................ 43 5 48
---- ---- ----
Total.............................. $159 $113 $272
==== ==== ====
Sources and Uses of Cash
Although our cash requirements in 2005 and 2004 were funded by a
combination of our operating cash flow and cash on hand, during 2003 and prior
years, we have opportunistically accessed the capital markets by issuing
convertible debt in an aggregate principle amount of $600 million, $900 million
and $850 million in 2003, 2002 and 2001, respectively. The proceeds were used
for general corporate purposes, including the repayment of maturing debt and the
repurchase of our shares.
At December 31, 2005, we had $835.8 million in cash and cash equivalents.
In addition, we had $2.5 billion in unused committed credit facilities available
for immediate use to fund our cash needs. These credit facilities are more fully
described in Note 3 to our consolidated financial statements.
Our operating cash flow and access to the capital markets could be
impacted by macroeconomic factors outside of our control. Additionally, access
to the capital markets could be impaired by adverse changes to the short and
long-term debt ratings assigned to us by independent rating agencies.
Standard and Poor's Rating Service currently rates our long-term debt A-,
Moody's Investors Service rates our long-term debt Baa1 and Fitch Ratings rates
our long-term debt A-. Our short-term debt ratings are A2, P2 and F2 by the
respective agencies. Neither our outstanding convertible bonds nor our bank
credit facilities contain provisions that require acceleration of cash payments
should our ratings be downgraded. The interest rates and fees on our bank credit
facilities, however, will increase if our long-term debt rating is lowered.
As described in Note 3, our committed bank facilities contain two
financial covenants relating to cash flow and interest coverage, which we met by
a significant margin as of December 31, 2005.
We believe that our current financial condition provides us with the
ability to readily access the capital markets. Also, our cash balances combined
with our liquidity of short-term investments, operational cash flows and unused
committed borrowing capacity are sufficient to support our foreseeable cash
requirements, arising from working capital, outstanding debt, capital
expenditures, dividends, acquisitions and stock repurchases.
Cash Management
We manage our cash and liquidity centrally through treasury centers in
North America and Europe. Each day, operations with excess funds invest these
funds with their regional treasury center. Likewise, operations that
23
require funding will borrow funds from their regional treasury center. The
treasury centers then aggregate the net position of the operating companies. The
net position is either invested with or borrowed from third party providers. To
the extent that our treasury centers require liquidity, they have the ability to
access local currency lines of credit, our $2.5 billion committed bank
facilities, or issue up to $1,500.0 million of U.S. Dollar-denominated
commercial paper. This enables us to reduce our consolidated debt levels and
minimize interest expense as well as centrally manage our exposure to foreign
exchange.
Our cash and cash equivalents decreased by $329.8 million and our
short-term investments decreased by $199.9 million from the prior year.
Short-term investments include investments of our excess cash which we expect to
convert into cash in our current operating cycle, generally within one year. A
portion of the $1,165.6 million in cash and cash equivalents and $574.0 million
in short-term investments at December 31, 2004 were used to repay the maturing
Euro 152.4 million, or $185.1 million 5.20% Euro notes.
We manage our net debt position, which we define as total debt outstanding
less cash and short-term investments, centrally through our treasury centers as
discussed above. Our net debt outstanding at December 31, 2005 increased $318.2
million as compared to the prior year-end. The components of the increase are
summarized below:
Discretionary Cash Uses in excess of Principal
Cash Sources, as calculated in the Cash
Requirements section above. ................................. $ 96.6
Working capital requirements .................................. 151.2
Exchange rate changes ......................................... 41.9
Other, net .................................................... 28.5
------
Total increase in net debt..................................... $318.2
======
The Discretionary Cash Uses in excess of Principal Cash Sources amount, as
previously calculated in the Cash Requirements, Including Contractual
Obligations section above, is a non-GAAP financial measure. This amount excludes
changes in working capital and certain other investing and financing activities
used to fund these changes in working capital. This presentation reflects the
metrics used by management to assess our changes in net debt and was derived
from our consolidated statement of cash flow. We believe that this presentation
is meaningful for understanding the changes in our net debt. Additional
information regarding our cash flows can be found in our consolidated financial
statements.
Debt Instruments, Guarantees and Related Covenants
We maintain two revolving credit facilities with a consortium of banks
providing borrowing capacity of up to $2,500.0 million as described in Note 3 to
our consolidated financial statements. These credit facilities are available to
provide credit support for issuances under our $1,500.0 million commercial paper
program, as well as to provide back-up liquidity in the event any of our
convertible bond issues are put back to us. We typically fund our daily
borrowing needs by issuing commercial paper or by borrowing under our short-term
uncommitted lines of credit. Occasionally, we may draw down on our revolving
credit facilities. During 2005, we issued and redeemed $43.4 billion of
commercial paper. The average term of the commercial paper was 3.0 days. As of
December 31, 2005, we had no commercial paper or bank loans outstanding under
these credit facilities. At December 31, 2005, we had short-term bank loans of
$15.0 million outstanding, which are comprised of bank overdrafts by our
international subsidiaries. These bank overdrafts are treated as unsecured loans
pursuant to the subsidiaries' bank agreements.
Our credit facilities contain financial covenants that restrict our
ability to incur indebtedness as defined in the agreements. These financial
covenants limit the ratio of total consolidated indebtedness to total
consolidated EBITDA (for these purposes, EBITDA is defined as earnings before
interest, taxes, depreciation and amortization) to no more than 3.0 times. In
addition, they require us to maintain a minimum ratio of EBITDA to interest
expense of at least 5.0 times. At December 31, 2005, we were in compliance with
these covenants, as our ratio of debt to EBITDA was 1.6 times and our ratio of
EBITDA to interest expense was 19.4 times.
At December 31, 2005, we had a total of $2,339.3 million aggregate
principal amount of convertible notes outstanding, including $847.0 million
Liquid Yield Option Notes due 2031 ("2031 Notes"), which were issued in February
2001, $892.3 million Zero Coupon Zero Yield Convertible Notes due 2032 ("2032
Notes"), which were issued in March 2002 and $600.0 million Zero Coupon Zero
Yield Convertible Notes dues 2033 ("2033 Notes"), which were issued in June
2003.
24
The holders of our 2031 Notes have the right to cause us to repurchase up
to the entire aggregate face amount of the notes then outstanding for par value
in February of each year beginning in 2006. The holders of our 2032 Notes have
the right to cause us to repurchase up to the entire aggregate face amount of
the notes then outstanding for par value in August of each year. The holders of
our 2033 Notes have the right to cause us to repurchase up to the entire
aggregate face amount of the notes then outstanding for par value on June 15,
2006, 2008, 2010, 2013, 2018, 2023 and on each June 15 annually thereafter
through June 15, 2032. The 2031 Notes, the 2032 Notes and the 2033 Notes are
convertible, at specified ratios, only upon the occurrence of certain events,
including: if our common shares trade above certain levels, if we effect
extraordinary transactions or, in the case of the 2031 Notes and the 2032 Notes,
if our long-term debt ratings are downgraded to BBB or lower by Standard &
Poor's Ratings Service, or Baa3 or lower by Moody's Investors Service or in the
case of the 2033 Notes, to BBB- or lower by S&P, and Ba1 or lower by Moody's.
These events would not, however, result in an adjustment of the number of shares
issuable upon conversion and would not accelerate the holder's right to cause us
to repurchase the notes. For additional information about the terms of these
notes, see Note 4 to our consolidated financial statements.
On August 12, 2004, we paid $25.4 million to qualified noteholders of our
2032 Notes, equal to $27.50 per $1,000 principal amount of notes, as an
incentive to the holders not to exercise their put right and to consent to an
amendment to the indenture. This payment was being amortized over the 12-month
period ended August 2005. Under the amendment, we will pay cash to noteholders
for the initial principal amount of the notes surrendered for conversion. The
remainder of the conversion value would be paid in cash or shares at our option.
We have also amended the method by which we will pay contingent interest.
On November 16, 2004, we paid $1.2 million to qualified noteholders of our
2033 Notes as an incentive to the holders to consent to an amendment to the
indenture. At later dates in November and December 2004, we paid an additional
$0.3 million to the remaining qualified noteholders. These payments are being
amortized ratably through the next put date of June 2006. Under the amendment,
we will pay cash to noteholders for the initial principal amount of the notes
surrendered for conversion. The remainder of the conversion value would be paid
in cash or shares at our option.
On November 30, 2004, we paid $14.8 million to qualified noteholders of
our 2031 Notes as an incentive to the holders not to exercise their February
2005 put right and to consent to an amendment to the indenture. This payment is
being amortized ratably through the next put date in February 2006. Under the
amendment, we will pay cash to noteholders for the initial principal amount of
the notes surrendered for conversion. The remainder of the conversion value
would be paid in cash or shares at our option. We also amended the method by
which we will pay contingent interest.
In June 2005, upon maturity, we redeemed our Euro-denominated bonds for
$185.1 million. The bonds paid a fixed rate of 5.2% to maturity.
On August 2, 2005, we paid $33.5 million to qualified noteholders of our
2032 Notes, equal to $37.50 per $1,000 principal amount of notes, as an
incentive to the holders not to exercise their put right. This payment is being
amortized over the 12-month period ending in August 2006.
In February 2006, we paid $39.2 million to qualified noteholders of our
2031 Notes as an incentive to the holders not to exercise their February 2006
put right. This payment is being amortized ratably through the next put date in
February 2007.
Our outstanding debt and amounts available under these facilities as of
December 31, 2005 (dollars in millions) were as follows:
Debt Available
Outstanding Credit
----------- ---------
Bank loans (due in less than 1 year) ................ $ 15.0 --
Commercial Paper issued under
$2,100.0 Million Revolver -- due May 23, 2010 ..... -- $2,100.0
$400.0 Million Facility -- due June 29, 2006 ...... -- 400.0
Convertible notes -- due February 7, 2031 ........... 847.0 --
Convertible notes -- due July 31, 2032 .............. 892.3 --
Convertible notes -- due June 15, 2033 .............. 600.0 --
Other debt .......................................... 19.3 --
-------- --------
Total ............................................... $2,373.6 $2,500.0
======== ========
25
Additional information about our indebtedness is included in Notes 3 and 4
to our consolidated financial statements.
7A. Quantitative and Qualitative Disclosures Regarding Market Risk
Foreign Exchange: Our results of operations are subject to risk from the
translation to the U.S. Dollar of the revenue and expenses of our foreign
operations, which are generally denominated in the local currency. The effects
of currency exchange rate fluctuation on the translation of our results of
operations are discussed in Note 12 of our consolidated financial statements.
For the most part, our revenues and the expenses incurred related to those
revenues are denominated in the same currency. This minimizes the impact that
fluctuations in exchange rates will have on our net income.
While our agencies conduct business in more than 70 different currencies,
our major non-U.S. currency markets are the European Monetary Union (EMU), the
United Kingdom, Japan, Brazil and Canada. As an integral part of our treasury
operations, we enter into short-term forward foreign exchange contracts which
manage the foreign exchange risk of the intercompany cash movements between
subsidiaries operating in different currency markets from that of our treasury
centers from which they borrow or invest. In the limited number of instances
where operating expenses and revenues are not denominated in the same currency,
amounts are promptly settled or hedged in the foreign currency market with
forward contracts. At December 31, 2005, we had forward foreign exchange
contracts outstanding with an aggregate notional principal of $50.4 million
mitigating the foreign exchange risk of these intercompany cash movements. The
majority of the contracts were denominated in our major international market
currencies with maturities ranging from 2 to 365 days with an average duration
of less than 30 days.
In addition to hedging intercompany cash movements, we enter into
short-term forward foreign exchange contracts which hedge U.S. Dollar commercial
paper issued by our London treasury center, whose functional currency is the
British Pound. At December 31, 2005, we had no forward contracts outstanding
relating to this activity as there was no commercial paper outstanding.
Additionally, at December 31, 2005 we had cross-currency interest rate
swaps in place with an aggregate notional principal amount of Euro 230.0 million
(Euro) maturing in 2010. At December 31, 2004, we had Japanese Yen-based
interest rate swaps which matured during the second and third quarters of 2005
and were not replaced. See Note 12 to our consolidated financial statements for
information about the fair value of each type of derivative instrument.
The forward foreign exchange and swap contracts discussed above were
entered into for the purpose of hedging certain specific currency risks. These
risks are primarily the result of the temporary movement of money from one local
market to another as part of our cash management program. As a result of these
financial instruments, we reduced financial risk in exchange for foregoing any
gain (reward) which might have occurred if the markets moved favorably. In using
these contracts, we exchanged the risks of the financial markets for
counterparty risk. To minimize counterparty risk, we only enter into these
contracts with major well-known banks and financial institutions that have
credit ratings equal to or better than our credit rating.
These hedging activities are confined to risk management activities
related to our international operations. We have established a centralized
reporting system to evaluate the effects of changes in interest rates, currency
exchange rates and other relevant market risks. We periodically determine the
potential loss from market risk by performing a value-at-risk computation.
Value-at-risk analysis is a statistical model that utilizes historic currency
exchange and interest rate data to measure the potential impact on future
earnings of our existing portfolio of derivative financial instruments. The
value-at-risk analysis we performed on our December 31, 2005 portfolio of
derivative financial instruments indicated that the risk of loss was immaterial.
This overall system is designed to enable us to initiate remedial action, if
appropriate.
Debt Instruments: Our bank credit facilities mentioned above are available
to provide credit support for issuances of commercial paper, as well as to
provide back-up liquidity in the event any of our convertible bond issues are
put back to us. We currently have a $400.0 million 364-day facility with a
one-year term out option expiring on June 29, 2006 and a $2,100.0 million 5-year
facility expiring on May 23, 2010. Accordingly, we have the ability to classify
outstanding borrowings, if any, under these facilities as long-term debt.
26
Our bank syndicates typically include large global banks such as Citibank,
JP Morgan Chase, HSBC, ABN Amro, Societe Generale, Barclays, Bank of America and
BBVA. We also include large regional banks in the U.S. such as Wachovia, US
Bancorp, Northern Trust, PNC and Wells Fargo. We also include banks that have a
major presence in countries where we conduct business such as Sumitomo in Japan,
Fortis in Belgium, San Paolo in Italy, Scotia in Canada and Westpac in
Australia.
Our other long-term debt consists principally of convertible notes. The
holders of these convertible notes have the right on specific dates to cause us
to repurchase up to the aggregate face amount as previously discussed. We may
offer the holders of our convertible notes a cash payment or other incentives to
induce them not to put the convertible notes to us in advance of a put date. If
we were to decide to pay a cash incentive, the amount of the incentive incurred
would be based on a combination of market factors, principally short-term
interest rates and our stock price.
If the convertible notes are put back to us, our interest expense could
increase. The extent, if any, of the increase in interest expense will depend on
the portion of the amount repurchased that was refinanced, when we refinance,
the type of instrument we use to refinance and the term of the instrument.
The incentive payments made in 2004 and 2005 to qualified noteholders, as
described above under "Debt Instruments, Guarantees and Related Covenants," are
one method of keeping the convertible notes outstanding. If we are required to
satisfy a put, based on our current financial condition and expectations, we
expect to have sufficient available cash and unused credit commitments to fund
any put, while still preserving ample capacity under these commitments to meet
our cash requirements for the normal course of our business operations after the
put event.
Our credit commitments allow either the issuance of commercial paper or
bank loans, and we would likely fund the put initially using some combination of
these instruments. We would then evaluate all funding alternatives available to
us to replenish our credit capacity and liquidity. We believe the funding
alternatives would include substantially all forms of debt, equity and
convertible instruments available to us by accessing the public or private
capital markets. Our evaluation would likely include the expected cash flows
from the normal course of our business operations and the credit capacity to
fund additional potential puts on the remaining outstanding convertible notes.
If we were to replace the convertible notes with another form of debt on a
dollar-for-dollar basis, it would have no impact on either our debt to capital
ratios or our debt to EBITDA ratio. If we were to replace our convertible notes
with interest-bearing debt at prevailing rates, we do not expect any negative
impact to our credit ratings. However, a potential increase in interest expense
would negatively impact our coverage ratios, such as EBITDA to interest expense,
if the replacement debt were at higher rates. Currently our coverage ratios
applicable to our current rating levels are well above the thresholds. Based on
present expectations of our future operating cash flows and expected access to
debt and equity capital markets, we believe any increase in interest expense and
reduction in coverage ratios would still place us comfortably above the coverage
ratio requirements. Thus, we do not expect any negative impact on our credit
ratings if the convertible notes are put to us.
8. Financial Statements and Supplementary Data
Our financial statements and supplementary data are included at the end of
this report beginning on page F-1. See the index appearing on the following
pages of this report.
9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
None.
9A. Controls and Procedures
We have established and continue to maintain disclosure controls and
procedures and internal control over financial reporting designed to ensure that
information required to be disclosed in our SEC reports is recorded, processed,
summarized and reported within applicable time periods. We conducted an
evaluation of the effectiveness of our disclosure controls and procedures as of
December 31, 2005. Based on that evaluation, our CEO and CFO concluded that as
of December 31, 2005, our disclosure controls and procedures are effective to
ensure that decisions can be made timely with respect to required disclosures,
as well as ensuring that the
27
recording, processing, summarization and reporting of information required to be
included in our Annual Report on Form 10-K for the year ended December 31, 2005
is appropriate. Omnicom management is responsible for establishing and
maintaining adequate internal control over financial reporting, as such term is
defined in Exchange Act Rule 13a-15(f). Under the supervision of management and
with the participation of our CEO, CFO and our agencies, we conducted an
evaluation of the effectiveness of our internal control over financial reporting
based on the framework in Internal Control - Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission published in
1987. Based on that evaluation, management concluded that our internal control
over financial reporting was effective as of December 31, 2005. KPMG LLP, an
independent registered public accounting firm that audited our consolidated
financial statements included in this Annual Report on Form 10-K, has issued an
attestation report on management's assessment of Omnicom's internal control over
financial reporting as of December 31, 2005, dated February 24, 2006. There have
not been any changes in our internal control over financial reporting that
occurred during our fourth fiscal quarter that have materially affected or are
reasonably likely to materially affect our internal controls over financial
reporting.
9B. Other Information
None.
28
PART IV
15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a)(1) Financial Statements: Page
----
Management Report on Internal Controls Over Financial Reporting..... F-1
Report of Independent Registered Public Accounting Firm............. F-2
Report of Independent Registered Public Accounting Firm............. F-3
Consolidated Statements of Income for the Three Years Ended
December 31, 2005................................................. F-4
Consolidated Balance Sheets as of December 31, 2005 and 2004........ F-5
Consolidated Statements of Shareholders' Equity for the
Three Years Ended December 31, 2005............................... F-6
Consolidated Statements of Cash Flows for the Three Years Ended
December 31, 2005................................................. F-7
Notes to Consolidated Financial Statements.......................... F-8
Quarterly Results of Operations (Unaudited)......................... F-31
(a)(2) Financial Statement Schedules:
Schedule II - Valuation and Qualifying Accounts (for the
three years ended December 31, 2005).............................. S-1
All other schedules are omitted because they are not applicable.
(a)(3) Exhibits:
Exhibit
Numbers Description
------- -----------
(3)(i) Restated Certificate of Incorporation (Exhibit 3.1 to our
Quarterly Report on Form 10-Q for the quarter ended June 30,
2003 (the "6-30-03 10-Q") and incorporated herein by
reference).
(ii) By-laws (Exhibit 3.2 to our 6-30-03 10-Q) and incorporated
herein by reference (File No. 1-10551).
4.1 Indenture, dated February 7, 2001, between JPMorgan Chase
Manhattan Bank, as trustee, and us in connection with our
issuance of $850,000,000 Liquid Yield Option Notes due 2031
(the "2031 Indenture") (Exhibit 4.1 to our Registration
Statement on Form S-3 (Registration No. 333-55386) and
incorporated herein by reference).
4.2 Form of Liquid Yield Option Notes due 2031 (included in
Exhibit 4.1 above).
4.3 First Supplemental Indenture to the 2031 Indenture, dated as
of February 13, 2004, among us, Omnicom Capital Inc., Omnicom
Finance Inc. and JPMorgan Chase Bank (Exhibit 4.3 to our
Registration Statement on Form S-3 (Registration No. 112840)
and incorporated herein by reference).
4.4 Second Supplemental Indenture to the 2031 Indenture, dated
November 4, 2004, among Omnicom Group Inc., Omnicom Capital
Inc., Omnicom Finance Inc. and JPMorgan Chase Bank, as
trustee, to the 2031 Indenture, as amended by the First
Supplemental Indenture to the 2031 Indenture, dated February
13, 2004 (Exhibit 4.2 to our Quarterly Report on Form 10-Q for
the quarter ended September 30, 2004 (the "9-30-04 10-Q") and
incorporated herein by reference).
4.5 Third Supplemental Indenture to the 2031 Indenture, dated
November 30, 2004, among us, Omnicom Capital Inc., Omnicom
Finance Inc., and JP Morgan Chase Bank, N.S., as trustee, to
the 2031 Indenture, as amended by the First Supplemental
Indenture to the 2031 Indenture dated February 13, 2004, and
the Second Supplemental Indenture to the 2031 Supplemental
Indenture dated November 4, 2004 (Exhibit 4.1 to the Form 8-K
(Registration No. 1-10551) dated November 30, 2004 and
incorporated herein by reference).
4.6 Indenture, dated March 6, 2002, between JPMorgan Chase Bank as
trustee and us in connection with our issuance of $900,000,000
Zero Coupon Zero Yield Convertible notes due 2032 (the "2032
Indenture") (Exhibit 4.6 to our Annual Report on Form 10-K for
the year ended December 31, 2001 and incorporated herein by
reference).
29
4.7 Form of Zero Coupon Zero Yield Convertible Notes due 2032
(included in Exhibit 4.6 above).
4.8 First Supplemental Indenture to the 2032 Indenture, dated as
of February 13, 2004, among us, Omnicom Capital Inc., Omnicom
Finance Inc. and JPMorgan Chase Bank (Exhibit 4.3 to our
Registration Statement on Form S-3 (Registration No. 112841)
and incorporated herein by reference).
4.9 Second Supplemental Indenture to the 2032 Indenture, dated
August 12, 2004, among us, Omnicom Capital Inc., Omnicom
Finance Inc., and JPMorgan Chase Bank, as trustee, to the 2032
Indenture, as amended by the First Supplemental Indenture to
the 2032 Indenture, dated February 13, 2004 (Exhibit 4.1 to
our 9-30-04 10-Q and incorporated herein by reference).
4.10 Third Supplemental Indenture to the 2032 Indenture, dated
November 4, 2004, among us, Omnicom Capital Inc., Omnicom
Finance Inc. and JPMorgan Chase Bank, as trustee, to the 2032
Indenture, as amended by the First Supplemental Indenture to
the 2032 Indenture, dated as of February 13, 2004, and the
Second Supplemental Indenture to the 2032 Indenture, dated
August 12, 2004 (Exhibit 4.3 to our 9-30-04 10-Q and
incorporated herein by reference).
4.11 Indenture, dated as of June 30, 2003, between JPMorgan Chase
Bank, as trustee, and us in connection with our issuance of
$600,000,000 Zero Coupon Zero Yield Convertible Notes due 2033
(the "2033 Indenture") (Exhibit 4.1 to our Registration
Statement on Form S-3 (Registration No. 333-108611) and
incorporated herein by reference).
4.12 Form of the Zero Coupon Zero Yield Convertible Notes due 2033
(included in Exhibit 4.11 above).
4.13 First Supplemental Indenture, to the 2033 Indenture, dated as
of November 5, 2003, among us, Omnicom Capital Inc., Omnicom
Finance Inc. and JPMorgan Chase Bank, as trustee, (Exhibit 4.4
to our Registration Statement on Form S-3 (Registration No.
333-108611) and incorporated herein by reference).
4.14 Second Supplemental Indenture to the 2033 Indenture, dated as
of November 4, 2004, among us, Omnicom Capital Inc., Omnicom
Finance Inc. and JPMorgan Chase Bank, as trustee, as amended
by the First Supplemental Indenture to the 2033 Indenture,
dated November 5, 2003 (Exhibit 4.4 to our 9-30-04 10-Q and
incorporated herein by reference).
4.15 Third Supplemental Indenture to the 2033 Indenture, dated
November 10, 2004, among us, Omnicom Capital Inc., Omnicom
Finance Inc. and JPMorgan Chase Bank, as trustee, to the 2033
Indenture, as amended by the First Supplemental Indenture to
the 2033 Indenture, dated November 5, 2003, and the Second
Supplemental Indenture to the 2033 Indenture dated November 4,
2004 (Exhibit 4.1 to the Form 8-K (Registration No. 1-10551)
dated November 10, 2004 and incorporated herein by reference).
10.1 Amended and Restated Five Year Credit Agreement (the
"Agreement"), dated as of May 23, 2005, by and among Omnicom
Finance Inc., Omnicom Capital Inc., Omnicom Finance PLC,
Omnicom Group Inc., the banks, financial institutions and
other institutional lenders and initial issuing banks listed
on the signature pages of the Agreement, Citigroup Global
Markets Inc. and J.P. Morgan Securities Inc., as lead
arrangers and book managers, ABN Amro Bank N.V., as
syndication agent, JPMorgan Chase Bank, N.A. and HSBC Bank
USA, N.V., as documentation agents and Citibank, N.A., as
administrative agent for the lenders (Exhibit 10.2 to the Form
8-K dated May 26, 2005 (Registration No. 001-10551) and
incorporated herein by reference).
10.2 364-day Credit Agreement (the "Credit Agreement"), dated as of
June 30, 2005, by and among Omnicom Group Inc., Omnicom
Finance Inc., Omnicom Capital Inc., Omnicom Finance PLC, the
lenders named in the Credit Agreement (the "Lenders"),
Citigroup Global Markets Inc. and J.P. Morgan Securities Inc.,
as lead arrangers and book managers, ABN Amro Bank N.V., as
syndication agent and JPMorgan Chase Bank N.A., Bank of
America, N.A. and Balco Bilbao Vizcaya Argentaria, as
documentation agents, and Citibank, N.A. as administrative
agent for the Lenders (Exhibit 10.1 to the Form 8-K dated June
30, 2005 (Registration No. 001-10551) and incorporated herein
by reference).
30
10.3 Amended and Restated 1998 Incentive Compensation Plan (Exhibit
B to our Proxy Statement filed on April 10, 2000 and
incorporated herein by reference).
10.4 Director Equity Plan for Non-employee Directors (Appendix B to
our Proxy Statement filed on April 23, 2004 and incorporated
herein by reference).
10.5 Standard form of our Executive Salary Continuation Plan
Agreement (Exhibit 10.24 to our Annual Report on Form 10-K for
the year ended December 31, 1998 and incorporated herein by
reference).
10.6 Standard form of the Director Indemnification Agreement
(Exhibit 10.25 to our Annual Report on Form 10-K for the year
ended December 31, 1989 and incorporated herein by reference).
10.7 Long-Term Shareholder Value Plan (Exhibit 4.4 to our
Registration Statement on Form S-8 (Registration No.
333-84498) and incorporated herein by reference).
10.8 Executive Salary Continuation Plan Agreement -- John Wren
(Exhibit 10.7E to our 6-30-02 10-Q and incorporated herein by
reference).
10.9 Equity Incentive Plan (Exhibit 4.3 to our Registration
Statement on Form S-8 dated August 18, 2003 (File No.
333-108063) and incorporated herein by reference).
10.10 Executive Salary Continuation Plan Agreement -- Kenneth R.
Kaess (Exhibit 10.3 to our 6-30-04 10-Q and incorporated
herein by reference).
10.11 Employment Agreement, dated as of April 22, 2005, among
Omnicom Group Inc., TBWA Worldwide Inc. and Jean-Marie Dru
(Exhibit 10.1 to the Form 8-K dated April 28, 2005
(Registration No. 001-10551) and incorporated herein by
reference).
10.12 Executive Salary Continuation Plan Agreement -- Jean-Marie Dru
(Exhibit 10.1 to our Quarterly Report on Form 10-Q for the
period ended March 31, 2005 (Registration No. 001-10551) (the
"3-31-05 10-Q") and incorporated herein by reference).
10.13 Executive Salary Continuation Plan Agreement -- Andrew
Robertson (Exhibit 10.2 to the 3-31-05 10-Q and incorporated
herein by reference).
10.14 Executive Salary Continuation Plan Agreement -- Randall
Weisenburger (Exhibit 10.3 to the 3-31-05 10-Q and
incorporated herein by reference).
10.15 Senior Management Incentive Plan (Exhibit 10.1 to the Form 8-K
dated May 26, 2005 (Registration No. 001-10551) and
incorporated herein by reference).
12.1 Ratio of Earnings to Fixed Charges.
21.1 Subsidiaries of the Registrant.
23.1 Consent of KPMG LLP.
31.1 Certification of Chief Executive Officer and President
required by Rule 13a-14(a) under the Securities Exchange Act
of 1934, as amended.
31.2 Certification of Executive Vice President and Chief Financial
Officer required by Rule 13a-14(a) under the Securities
Exchange Act of 1934, as amended.
32.1 Certification of the Chief Executive Officer and President and
the Executive Vice President and Chief Financial Officer
required by Rule 13a-14(b) under the Securities Exchange Act
of 1934, as amended, and 18 U.S.C ss.1350.
31
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
OMNICOM GROUP INC.
February 24, 2006
BY: /S/ RANDALL J. WEISENBURGER
--------------------------------
Randall J. Weisenburger
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ BRUCE CRAWFORD Chairman and Director February 24, 2006
- -----------------------------
(Bruce Crawford)
/s/ JOHN D. WREN Chief Executive Officer February 24, 2006
- ----------------------------- and President
(John D. Wren) and Director
/s/ RANDALL J. WEISENBURGER Executive Vice President February 24, 2006
- ----------------------------- and Chief Financial
(Randall J. Weisenburger) Officer
/s/ PHILIP J. ANGELASTRO Senior Vice President February 24, 2006
- ----------------------------- Finance and Controller
(Philip J. Angelastro) (Principal Accounting
Officer)
/s/ ROBERT CHARLES CLARK Director February 24, 2006
- -----------------------------
(Robert Charles Clark)
/s/ LEONARD S. COLEMAN, JR. Director February 24, 2006
- -----------------------------
(Leonard S. Coleman, Jr.)
/s/ ERROL M. COOK Director February 24, 2006
- -----------------------------
(Errol M. Cook)
/s/ SUSAN S. DENISON Director February 24, 2006
- -----------------------------
(Susan S. Denison)
/s/ MICHAEL A. HENNING Director February 24, 2006
- -----------------------------
(Michael A. Henning)
/s/ JOHN R. MURPHY Director February 24, 2006
- -----------------------------
(John R. Murphy)
/s/ JOHN R. PURCELL Director February 24, 2006
- -----------------------------
(John R. Purcell)
/s/ LINDA JOHNSON RICE Director February 24, 2006
- -----------------------------
(Linda Johnson Rice)
/s/ GARY L. ROUBOS Director February 24, 2006
- -----------------------------
(Gary L. Roubos)
32
MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for the preparation of Omnicom's consolidated
financial statements and related information. Management uses its best judgment
to ensure that the consolidated financial statements present fairly, in all
material respects, Omnicom's consolidated financial position and results of
operations in conformity with U.S. generally accepted accounting principles.
The financial statements have been audited by an independent registered
public accounting firm in accordance with the standards of the Public Company
Accounting Oversight Board. Their report expresses the independent accountant's
judgment as to the fairness of management's reported operating results, cash
flows and financial position. This judgment is based on the procedures described
in the second paragraph of their report.
Omnicom management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is defined in
Exchange Act Rule 13a-15(f). Under the supervision of management and with the
participation of our CEO, CFO and our agencies, we conducted an evaluation of
the effectiveness of our internal control over financial reporting based on the
framework in Internal Control -- Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission published in 1987. Based on
that evaluation, our management concluded that our internal control over
financial reporting was effective as of December 31, 2005. KPMG LLP, an
independent registered public accounting firm that audited our consolidated
financial statements included in this Annual Report on Form 10-K, has issued an
attestation report on management's assessment of Omnicom's internal control over
financial reporting as of December 31, 2005 and 2004, dated February 24, 2006
and March 11, 2005, respectively.
There have not been any changes in our internal control over financial
reporting that occurred during our fourth fiscal quarter that have materially
affected or are reasonably likely to affect our internal control over financial
reporting.
The Board of Directors of Omnicom has an Audit Committee comprised of four
non-management directors. The Committee meets periodically with financial
management, Internal Audit and the independent auditors to review accounting,
control, audit and financial reporting matters.
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Omnicom Group Inc.:
We have audited the accompanying consolidated balance sheets of Omnicom
Group Inc. and subsidiaries as of December 31, 2005 and 2004, and the related
consolidated statements of income, shareholders' equity and cash flows for each
of the years in the three-year period ended December 31, 2005. In connection
with our audits of the consolidated financial statements, we also have audited
the financial statement schedule II. These consolidated financial statements and
financial statement schedule are the responsibility of the Company's management.
Our responsibility is to express an opinion on these consolidated financial
statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Omnicom
Group Inc. and subsidiaries as of December 31, 2005 and 2004, and the results of
their operations and their cash flows for each of the years in the three-year
period ended December 31, 2005, in conformity with U.S. generally accepted
accounting principles. Also, in our opinion, the related financial statement
schedule on page S-1, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly, in all material
respects, the information set forth therein.
We also have audited, in accordance with the standards of the Public
Company Accounting Oversight Board (United States), the effectiveness of Omnicom
Group Inc.'s internal control over financial reporting as of December 31, 2005,
based on criteria established in Internal Control-Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and
our report dated February 24, 2006 expressed an unqualified opinion on
management's assessment of, and the effective operation of, internal control
over financial reporting.
As discussed in Note 13 to the consolidated financial statements, Omnicom
Group Inc. adopted SFAS No. 123, "Accounting for Stock-Based Compensation," as
amended by SFAS No. 148, "Accounting for Stock-Based Compensation -- Transition
and Disclosure," an amendment of SFAS No. 123 in 2004.
/s/ KPMG LLP
New York, New York
February 24, 2006
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Omnicom Group Inc.:
We have audited management's assessment, included in the accompanying
management report on internal control over financial reporting, that Omnicom
Group Inc. maintained effective internal control over financial reporting as of
December 31, 2005, based on criteria established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Omnicom Group Inc.'s management is responsible for
maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting.
Our responsibility is to express an opinion on management's assessment and an
opinion on the effectiveness of the Company's internal control over financial
reporting based on our audit.
We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating management's assessment, testing
and evaluating the design and operating effectiveness of internal control, and
performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our
opinion.
A company's internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company's internal
control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
In our opinion, management's assessment that Omnicom Group Inc. maintained
effective internal control over financial reporting as of December 31, 2005, is
fairly stated, in all material respects, based on criteria established in
Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Also, in our opinion, Omnicom
Group Inc. maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2005, based on criteria established in
Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).
We also have audited, in accordance with the standards of the Public
Company Accounting Oversight Board (United States), the consolidated balance
sheets of Omnicom Group Inc. and subsidiaries as of December 31, 2005 and 2004,
and the related consolidated statements of income, shareholders' equity and cash
flows for each of the years in the three-year period ended December 31, 2005,
and our report dated February 24, 2006 expressed an unqualified opinion on those
consolidated financial statements.
/s/ KPMG LLP
New York, New York
February 24, 2006
F-3
OMNICOM GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Years Ended December 31,
(Dollars in millions, except per share data)
---------------------------------------------------
2005 2004 2003
--------- -------- --------
REVENUE ................................................... $10,481.1 $9,747.2 $8,621.4
OPERATING EXPENSES:
Salary and service costs ............................... 7,412.9 6,846.8 5,911.8
Office and general expenses ............................ 1,728.4 1,685.0 1,617.7
--------- -------- --------
9,141.3 8,531.8 7,529.5
--------- -------- --------
OPERATING PROFIT .......................................... 1,339.8 1,215.4 1,091.9
NET INTEREST EXPENSE:
Interest expense ....................................... 78.0 51.1 57.9
Interest income ........................................ (18.8) (14.5) (15.1)
--------- -------- --------
59.2 36.6 42.8
--------- -------- --------
INCOME BEFORE INCOME TAXES ................................ 1,280.6 1,178.8 1,049.1
INCOME TAXES .............................................. 435.3 396.3 353.0
--------- -------- --------
INCOME AFTER INCOME TAXES ................................. 845.3 782.5 696.1
EQUITY IN EARNINGS OF AFFILIATES .......................... 27.6 17.1 15.1
MINORITY INTERESTS ........................................ (82.2) (76.1) (80.2)
--------- -------- --------
NET INCOME ................................................ $ 790.7 $ 723.5 $ 631.0
========= ======== ========
NET INCOME PER COMMON SHARE:
Basic .................................................. $ 4.38 $ 3.90 $ 3.37
Diluted ................................................ $ 4.36 $ 3.88 $ 3.37
The accompanying notes to the consolidated financial statements are an
integral part of these statements.
F-4
OMNICOM GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31,
(Dollars in millions,
except per share data)
-------------------------
2005 2004
--------- ---------
A S S E T S
CURRENT ASSETS:
Cash and cash equivalents................................................... $ 835.8 $ 1,165.6
Short-term investments at market, which approximates cost................... 374.1 574.0
Accounts receivable, net of allowance for doubtful accounts
of $53.9 and $67.8....................................................... 5,366.1 4,916.7
Billable production orders in process, at cost.............................. 542.0 536.6
Prepaid expenses and other current assets................................... 849.4 902.2
--------- ---------
Total Current Assets..................................................... 7,967.4 8,095.1
--------- ---------
FURNITURE, EQUIPMENT AND LEASEHOLD IMPROVEMENTS,
at cost, less accumulated depreciation and amortization
of $873.1 and $909.8........................................................ 608.7 636.4
INVESTMENTS IN AFFILIATES...................................................... 182.4 162.9
GOODWILL....................................................................... 6,493.1 6,411.4
INTANGIBLE ASSETS, net of accumulated amortization of
$176.3 and $164.7........................................................... 121.4 110.0
DEFERRED TAX BENEFITS.......................................................... 309.8 303.4
OTHER ASSETS................................................................... 237.1 283.2
--------- ---------
TOTAL ASSETS................................................................ $15,919.9 $16,002.4
========= =========
L I A B I L I T I E S A N D S H A R E H O L D E R S' E Q U I T Y
CURRENT LIABILITIES:
Accounts payable............................................................ $ 6,218.9 $ 6,011.5
Advance billings............................................................ 908.7 874.0
Current portion of long-term debt........................................... 1.1 209.2
Bank loans.................................................................. 15.0 17.5
Accrued taxes............................................................... 196.3 217.0
Other liabilities........................................................... 1,360.3 1,414.7
--------- ---------
Total Current Liabilities................................................ 8,700.3 8,743.9
--------- ---------
LONG-TERM DEBT................................................................. 18.2 19.1
CONVERTIBLE NOTES.............................................................. 2,339.3 2,339.3
DEFERRED COMPENSATION AND OTHER LIABILITIES.................................... 298.4 309.1
LONG TERM DEFERRED TAX LIABILITY............................................... 442.7 317.4
MINORITY INTERESTS............................................................. 173.0 194.9
COMMITMENTS AND CONTINGENT LIABILITIES (SEE NOTE 10)
SHAREHOLDERS' EQUITY
Preferred stock, $1.00 par value, 7,500,000 shares authorized, none issued
Common stock, $0.15 par value, 1,000,000,000 shares authorized,
198,629,712 and 198,636,936 shares issued and outstanding................ 29.8 29.8
Additional paid-in capital.................................................. 1,822.2 1,824.5
Retained earnings........................................................... 3,599.0 2,975.4
Unamortized stock-based compensation........................................ (147.1) (178.9)
Accumulated other comprehensive income...................................... 59.8 268.5
Treasury stock, at cost, 20,335,445 and 11,561,622 shares................... (1,415.7) (840.6)
--------- ---------
Total Shareholders' Equity.................................................. 3,948.0 4,078.7
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.................................. $15,919.9 $16,002.4
========= =========
The accompanying notes to the consolidated financial statements are an
integral part of these statements.
F-5
OMNICOM GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Three Years Ended December 31, 2005
(Dollars in millions)
Common Stock Additional
Comprehensive ------------------------- Paid-in Retained
Income Shares Par Value Capital Earnings
------ ----------- --------- ------- --------
Balance December 31, 2002..... 198,600,891 $29.8 $1,864.9 $1,937.9
Comprehensive Income:
Net Income................. $631.0 631.0
Translation adjustments,
net of taxes of $142.1... 263.9
------
Comprehensive income.......... 894.9
======
Dividends Declared............ (149.8)
Amortization of stock-based
compensation...............
Shares transactions under
employee stock plans....... (35.6)
Shares issued for acquisitions 79,940 4.9
Purchase of treasury shares...
Cancellation of shares........ (16,915) (2.2)
----------- ----- -------- --------
Balance December 31, 2003..... 198,663,916 29.8 1,832.0 2,419.1
Comprehensive Income:
Net Income................. 723.5 723.5
Translation adjustments,
net of taxes of $85.5.... 158.8
------
Comprehensive income.......... 882.3
======
Dividends Declared............ (167.2)
Amortization of stock-based
compensation...............
Shares transactions under
employee stock plans....... (6.1)
Shares issued for acquisitions 0.5
Purchase of treasury shares...
Cancellation of shares........ (26,980) (1.9)
----------- ----- -------- --------
Balance December 31, 2004..... 198,636,936 29.8 1,824.5 2,975.4
Comprehensive Income:
Net Income................. 790.7 790.7
Translation adjustments,
net of tax benefit of
$(112.4)................. (208.7)
------
Comprehensive income.......... $582.0
======
Dividends Declared............ (167.1)
Amortization of stock-based
compensation...............
Shares transactions under
employee stock plans....... (1.7)
Shares issued for acquisitions
Purchase of treasury shares...
Cancellation of shares........ (7,224) (0.6)
----------- ----- -------- --------
Balance December 31, 2005..... 198,629,712 $29.8 $1,822.2 $3,599.0
=========== ===== ======== ========
Unamortized Accumulated
Stock Other Total
Based Comprehensive Treasury Shareholders'
Compensation (Loss) Income Stock Equity
------------ ------------- ----- ------
Balance December 31, 2002..... $(292.3) $(154.2) $ (704.8) $2,681.3
Comprehensive Income:
Net Income................. 631.0
Translation adjustments,
net of taxes of $142.1... 263.9 263.9
Comprehensive income..........
Dividends Declared............ (149.8)
Amortization of stock-based
compensation............... 133.1 133.1
Shares transactions under
employee stock plans....... (57.2) 146.0 53.2
Shares issued for acquisitions 11.3 16.2
Purchase of treasury shares... (25.9) (25.9)
Cancellation of shares........ 2.2 --
------- ------- --------- --------
Balance December 31, 2003..... (216.4) 109.7 (571.2) 3,603.0
Comprehensive Income:
Net Income................. 723.5
Translation adjustments,
net of taxes of $85.5.... 158.8 158.8
Comprehensive income..........
Dividends Declared............ (167.2)
Amortization of stock-based
compensation............... 117.2 117.2
Shares transactions under
employee stock plans....... (79.7) 170.7 84.9
Shares issued for acquisitions 4.5 5.0
Purchase of treasury shares... (446.5) (446.5)
Cancellation of shares........ 1.9 --
------- ------- --------- --------
Balance December 31, 2004..... (178.9) 268.5 (840.6) 4,078.7
Comprehensive Income:
Net Income................. 790.7
Translation adjustments,
net of tax benefit of
$(112.4)................. (208.7) (208.7)
Comprehensive income..........
Dividends Declared............ (167.1)
Amortization of stock-based
compensation............... 87.0 87.0
Shares transactions under
employee stock plans....... (55.2) 147.1 90.2
Shares issued for acquisitions 9.0 9.0
Purchase of treasury shares... (731.8) (731.8)
Cancellation of shares........ 0.6 --
------- ------- --------- --------
Balance December 31, 2005..... $(147.1) $ 59.8 $(1,415.7) $3,948.0
======= ======= ========= ========
The accompanying notes to the consolidated financial statements are an
integral part of these statements.
F-6
OMNICOM GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31,
(Dollars in Millions)
------------------------------------
2005 2004 2003
-------- -------- --------
Cash Flows from Operating Activities:
Net income............................................................ $ 790.7 $ 723.5 $ 631.0
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization of tangible assets.............. 137.6 130.4 124.4
Amortization of intangible assets............................. 37.6 41.7 36.5
Minority interests............................................ 82.2 76.1 80.2
Earnings of affiliates less than (in excess of)
dividends received.......................................... (11.3) (3.2) 0.8
Net gain on investment activity............................... (7.2) (13.1) --
Tax benefit on employee stock plans........................... 15.8 26.2 15.7
Provisions for losses on accounts receivable.................. 10.0 19.3 12.9
Amortization of stock-based compensation...................... 87.0 117.2 133.1
Changes in assets and liabilities providing (requiring)
cash, net of acquisitions:
(Increase) decrease in accounts receivable.................... (723.0) (219.1) (207.7)
(Increase) decrease in billable production orders in process.. (22.5) (83.6) (49.5)
(Increase) decrease in prepaid expenses and other
current assets.............................................. (60.4) (113.1) (116.8)
Net change in other assets and liabilities.................... 59.7 86.8 (50.6)
Increase (decrease) in advanced billings...................... 66.6 73.7 91.8
Net increase (decrease) in accrued and deferred taxes......... 100.2 108.7 23.2
Increase in accounts payable.................................. 428.2 316.1 329.2
-------- -------- --------
Net Cash Provided by Operating Activities............................. 991.2 1,287.6 1,054.2
-------- -------- --------
Cash Flows from Investing Activities:
Capital expenditures............................................... (162.7) (159.7) (141.1)
Payment for purchases of equity interests in
subsidiaries and affiliates, net of cash acquired............... (297.9) (316.0) (410.0)
Purchases of long-term investments................................. -- (24.5) --
Purchases of short-term investments................................ (1,114.5) (1,431.2) (301.9)
Proceeds from sale of businesses................................... 29.3 -- --
Proceeds from sales of short-term investments...................... 1,383.5 1,172.5 39.0
-------- -------- --------
Net Cash Used in Investing Activities................................. (162.3) (758.9) (814.0)
-------- -------- --------
Cash Flows from Financing Activities:
Net decrease in short-term borrowings.............................. (1.9) (25.5) (15.6)
Proceeds from issuance of debt..................................... 0.9 8.3 796.3
Repayments of principal of long-term debt obligations.............. (188.4) (15.3) (234.1)
Dividends paid..................................................... (164.0) (163.1) (149.3)
Purchase of treasury shares........................................ (731.8) (446.5) (25.9)
Other, net......................................................... (31.6) (7.9) (16.8)
-------- -------- --------
Net Cash (Used in ) Provided by Financing Activities.................. (1,116.8) (650.0) 354.6
-------- -------- --------
Effect of exchange rate changes on cash and cash equivalents....... (41.9) 43.4 (18.3)
-------- -------- --------
Net (Decrease) Increase in Cash and Cash Equivalents.................. (329.8) (77.9) 576.5
Cash and Cash Equivalents at Beginning of Year........................ 1,165.6 1,243.5 667.0
-------- -------- --------
Cash and Cash Equivalents at End of Year.............................. $ 835.8 $1,165.6 $1,243.5
======== ======== ========
Supplemental Disclosures:
Income taxes paid.................................................. $ 305.8 $ 267.1 $ 344.0
Interest paid...................................................... $ 67.8 $ 44.6 $ 56.9
The accompanying notes to the consolidated financial statements are an
integral part of these statements.
F-7
OMNICOM GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
Basis and Presentation. The accompanying consolidated financial statements
include the accounts of Omnicom Group Inc. and its domestic and international
subsidiaries and are prepared in conformity with generally accepted accounting
principles in the United States of America ("U.S. GAAP"). Intercompany balances
and transactions have been eliminated.
Revenue Recognition. Substantially all revenue is derived from fees for
services. Additionally, we earn commissions based upon the placement of
advertisements in various media. Revenue is realized when the service is
performed in accordance with the terms of each client arrangement and upon
completion of the earnings process. This includes when services are rendered,
upon presentation date for media, when costs are incurred for radio and
television production and when print production is completed and collection is
reasonably assured.
A small portion of our contractual arrangements with clients includes
performance incentive provisions which allow us to earn additional revenues as a
result of our performance relative to both quantitative and qualitative goals.
We recognize the incentive portion of revenue under these arrangements when
specific quantitative goals are achieved, or when performance against
qualitative goals is determined by our clients.
Our revenue recognition policies are in compliance with the Securities and
Exchange Commission's ("SEC") Staff Accounting Bulletin ("SAB") 101, Revenue and
Recognition in Financial Statements ("SAB 101") as updated by SAB 104, Revenue
Recognition ("SAB 104"). SAB 101 and SAB 104 summarize certain views of the SEC
staff in applying generally accepted accounting principles to revenue
recognition in financial statements. In July 2000, the Emerging Issues Task
Force ("EITF") of the Financial Accounting Standards Board ("FASB") released
Issue 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent
("EITF 99-19"). This Issue summarized the EITF's views on when revenue should be
recorded at the gross amount billed because revenue has been earned from the
sale of goods or services, or the net amount retained because revenue has been
earned from a fee or commission. Additionally, in January 2002, the EITF
released Issue 01-14, Income Statement Characterization of Reimbursements
Received for "Out-of-Pocket" Expenses Incurred ("EITF 01-14"). EITF 01-14
summarized the EITF's views on when out-of-pocket expenses should be
characterized as revenue. Our revenue recognition policies are in compliance
with SAB 101, SAB 104, EITF 99-19 and EITF 01-14. In the majority of our
businesses, we act as an agent and record revenue equal to the net amount
retained, when the fee or commission is earned.
Billable Production. Billable production orders in process consist
principally of costs incurred on behalf of clients when providing advertising,
marketing and corporate communications services to clients. Such amounts are
invoiced to clients at various times over the course of the production process.
Investments Available for Sale. Investments available for sale are
comprised of the following two categories of investments:
Short-term investments and time deposits with financial institutions
consist principally of investments made with our excess cash which we expect to
convert into cash in our current operating cycle, generally within one year.
Certain of these investments mature at par with maturities longer than one year,
however they are reset to par every 49 days or less, with any changes reflected
in our interest income. There are no realized gains or losses, or unrealized
gains or losses from these short-term investments because market approximates
cost. Therefore, they are classified as current assets.
Long-term investments are included in other assets in our balance sheet
and are comprised of minority ownership interests in certain marketing and
corporate communications services companies where we do not exercise significant
influence over the operating and financial policies of the investee. We account
for these investments under the cost method. We periodically evaluate our
cost-based investments to determine if there have been any other than temporary
declines in value. A variety of factors are considered when determining if a
decline in market value below book value is other than temporary, including,
among others, the financial condition and prospects of the investee, as well as
our investment intent.
F-8
OMNICOM GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Cost-Based Investments. Cost-based long-term investments are primarily
comprised of preferred equity interests in non-public marketing and corporate
communications services companies where we do not exercise significant influence
over the operating and financial policies of the investee. These minority
interests are accounted for under the cost method and are included in other
assets in our balance sheet. These investments are periodically evaluated to
determine if there has been other than temporary declines below carrying value.
A variety of factors are considered when determining if a decline in fair value
below carrying value is other than temporary, including, among others, the
financial condition and prospects of the investee, as well as our investment
intent.
Equity Method Investments. The equity method is used to account for
investments in entities in which we have an ownership of less than 50% and have
significant influence over the operating and financial policies of the
affiliate. The excess of the cost of our ownership interest in the stock of
those affiliates over our share of the fair value of their net assets at the
acquisition date is recognized as goodwill and included in the carrying amount
of our investment. Subsequent to the adoption of Statement of Financial
Accounting Standards ("SFAS") No. 142, Goodwill and Other Intangible Assets
("SFAS 142"), equity method goodwill is not amortized. We periodically evaluate
these investments to determine if there has been other than temporary declines
below carrying value. A variety of factors are considered when determining if a
decline in fair value below carrying value is other than temporary, including,
among others, the financial condition and prospects of the investee, as well as
our investment intent.
Treasury Stock. We account for treasury share purchases at cost. The
reissuance of treasury shares is accounted for at the average cost. Gains or
losses on the reissuance of treasury shares are accounted for as additional
paid-in capital and do not affect our reported results of operations.
Foreign Currency Translation. Our financial statements were prepared in
accordance with the requirements of SFAS No. 52, Foreign Currency Translation
("SFAS 52"). All of our foreign subsidiaries use their local currency as their
functional currency in accordance with SFAS 52. Accordingly, the currency
impacts of the translation of the balance sheets of our foreign subsidiaries to
U.S. Dollar statements are included as translation adjustments in other
accumulated comprehensive income. The income statements of foreign subsidiaries
are translated at average exchange rates for the year. Net foreign currency
transaction gains included in pre-tax income were $0.1 million in 2005, $2.6
million in 2004 and $4.7 million in 2003.
Earnings Per Common Share. Basic earnings per share is based upon the
weighted average number of common shares outstanding during each year. Diluted
earnings per share is based on the above, plus, if dilutive, common share
equivalents which include outstanding options and restricted shares. For
purposes of computing diluted earnings per share for the years ended December
31, 2005, 2004 and 2003, respectively, 1,404,800 shares, 863,200 shares and
297,900 shares were assumed to have been outstanding related to common share
equivalents. For the years ended December 31, 2005, 2004 and 2003, respectively,
4,621,300 shares, 10,295,800 shares and 10,444,300 shares attributable to
outstanding stock options were excluded from the calculation of diluted earnings
per share because the exercise price of the stock options were greater than or
equal to the average price of our common stock and therefore their inclusion
would have been anti-dilutive. Additionally, the assumed increase in net income
related to the after tax compensation expense related to dividends on restricted
shares used in the computations was $1.1 million, $1.3 million and $1.1 million
for the years ended December 31, 2005, 2004 and 2003, respectively. The number
of shares used in the computations were as follows:
2005 2004 2003
----------- ----------- -----------
Basic EPS computation .......... 180,373,000 185,724,200 187,258,200
Diluted EPS computation ........ 181,777,800 186,587,400 187,556,100
We adopted EITF No. 04-8, The Effect of Contingently Convertible
Instruments on Diluted Earnings per Share on December 31, 2004. The adoption did
not impact our historical results or our December 31, 2004 quarter-to-date and
full-year diluted earnings per share because we amended the indentures of our
Convertible Notes due 2031, 2032 and 2033 prior to December 31, 2004. The
amendments require us, upon conversion, to settle the principal amount of the
Convertible Notes in cash and any accretion in cash or shares of our common
F-9
OMNICOM GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
stock at our option. For additional information, see Note 4 to these
consolidated financial statements. The amendments made the notes compliant with
EITF 90-19, Convertible Bonds with Issuer Options to Settle for Cash Upon
Conversion, "Instrument C" treatment. Compliance with "Instrument C" treatment
did not result in additional dilution to our Diluted EPS because our weighted
average share price was less than the conversion price of the Convertible Notes
for all of the periods set forth above. In accordance with the transition
provisions of EITF 04-8, it is assumed that "Instrument C" treatment occurred at
the beginning of the first period presented.
Gains and Losses on Issuance of Stock in Affiliates and Subsidiaries.
Gains and losses on the issuance of stock in equity method affiliates and
consolidated subsidiaries are recognized directly in our shareholders' equity
through an increase or decrease to additional paid-in capital in the period in
which the sale occurs and do not affect reported results of operations.
Salary Continuation Agreements. Arrangements with certain present and
former employees provide for continuing payments for periods up to 10 years
after cessation of their full-time employment in consideration for agreements by
the employee not to compete with us and to render consulting services during the
post-employment period. Such payments, the amounts of which are also subject to
certain limitations, including our operating performance during the
post-employment period, represent the fair value of the services rendered and
are expensed in such periods.
Depreciation of Furniture and Equipment and Amortization of Leasehold
Improvements. Depreciation charges are computed on a straight-line basis over
the estimated useful lives of furniture of seven to ten years and equipment of
three to five years. Leasehold improvements are amortized on a straight-line
basis over the lesser of the terms of the related lease or the estimated useful
life of these assets.
Goodwill and Other Intangibles Assets. In accordance with SFAS 142,
goodwill acquired resulting from a business combination is not amortized, but is
periodically tested for impairment. Additionally, in accordance with SFAS No.
141, Business Combinations ("SFAS 141"), we allocate the cost of an acquired
entity to the assets acquired and liabilities assumed based on their estimated
fair values including other identifiable intangible assets, as applicable,
primarily customer relationships and trade names. See Note 2 for information
about our acquisitions.
Under SFAS 142, we no longer amortize goodwill and intangible assets with
indefinite lives and we are required to perform an annual impairment test on
goodwill balances and intangible assets with indefinite lives. In performing the
impairment test, SFAS 142 requires that we identify the components of our
operating segments that are reporting units and their respective carrying value,
estimate the fair value of the reporting units and compare the fair value to the
carrying value of the reporting units to determine if there is a potential
impairment. If there is a potential impairment, SFAS 142 requires that
additional analysis be performed to determine the amount of the impairment, if
any, to be recorded.
In accordance with paragraph 30 of SFAS 142, we identified our regional
reporting units as components of our operating segments, which are our five
agency networks. During 2005, we completed the reorganization of our operating
segments and the formation of a fifth agency network. Specifically identifiable
assets and liabilities were transferred to the fifth agency network from our
other four agency networks in accordance with paragraphs 32 and 33 and as
required by paragraph 36 of SFAS 142. In addition, we reassigned goodwill from
our other four agency networks utilizing the relative fair value approach in
accordance with paragraph 36 of SFAS 142.
The regional reporting units of each agency network are responsible for
the agencies in their region. They report to the segment managers and facilitate
the administrative and logistical requirements of our client-centric strategy
for delivering services to clients in their regions. We then concluded that for
each of our operating segments, their regional reporting units had similar
economic characteristics and should be aggregated for purposes of testing
goodwill for impairment at the operating segment level. Our conclusion was based
on a detailed analysis of the aggregation criteria set forth in paragraph 17 of
SFAS No.131, Disclosures about Segments of an Enterprise and Related Information
("SFAS 131"), and the guidance set forth in EITF D-101: Clarification of
Reporting Unit Guidance in Paragraph 30 of FASB Statement No. 142. Consistent
with the
F-10
OMNICOM GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
fundamentals of our business strategy, the agencies within our regional
reporting units serve similar clients in similar industries, and in many cases
the same clients. In addition, the agencies within our regional reporting units
have similar economic characteristics, as the main economic components of each
agency are the salary and service costs associated with providing professional
services, the office and general costs associated with office space and
occupancy, and the provision of technology requirements which are generally
limited to personal computers, servers and off-the-shelf software. Finally, the
expected benefits of our acquisitions are typically shared across multiple
agencies and regions as they work together to integrate the acquired agency into
our client service strategy.
We perform our impairment test during the second quarter of each year. In
determining the fair value of our operating segments, we perform a discounted
cash flow analysis assuming they could be sold in a nontaxable transaction
between willing parties. Additionally, to supplement our analysis of fair value,
when available and appropriate, we use comparative market multiples and we
consider similar and recent transactions. When comparing the fair value of our
operating segments to their carrying value, we include deferred taxes in the
carrying value of each of our reporting units. We have concluded, for each year
presented in the financial statements, that our goodwill was not impaired. We
plan to continue to perform our impairment test during the second quarter of
each year unless certain events, as defined in SFAS 142, trigger the need for an
earlier evaluation for impairment.
Deferred Taxes. Deferred income taxes are provided for the temporary
difference between the financial reporting basis and tax basis of our assets and
liabilities. Deferred tax assets result principally from recording certain
expenses in the financial statements which are not currently deductible for tax
purposes, including employee stock-based compensation expense and from
differences between the tax and book basis of assets and liabilities recorded in
connection with acquisitions. Deferred tax liabilities result principally from
expenses arising from financial instruments which are currently deductible for
tax purposes but have not been expensed in the financial statements and, basis
differences arising from tangible and deductible intangible assets, as well as,
investments and capital transactions.
Employee Stock Options. Stock options are accounted for in accordance with
SFAS No. 123, Accounting for Stock-Based Compensation" ("SFAS 123"), as amended
by SFAS No. 148, Accounting for Stock-Based Compensation -- Transition and
Disclosure, an amendment of FASB Statement No. 123 ("SFAS 148"). We elected,
effective January 1, 2004, to account for stock-based employee compensation
using the fair value method. In determining the fair value of certain stock
based compensation awards, we use certain estimates and assumptions such as
expected life, rate of risk free interest, volatility and dividend yield. As a
result of our adoption of SFAS 123 as amended by SFAS 148, the fair value of
stock-based employee compensation was recorded as an expense in the current and
prior years. Accordingly, our results for years prior to 2004 have been restated
as if we had used the fair value method to account for stock-based employee
compensation in the prior years. Pre-tax stock-based employee compensation
expense for the years ended December 31, 2005, 2004 and 2003, was $87.0 million,
$117.2 million and $133.1 million, respectively. Information about our specific
awards and stock plans can be found in Note 7.
In December 2004, the FASB issued SFAS No. 123 (Revised 2004) --
Share-Based Payment ("SFAS 123R") which is effective for the next fiscal year
beginning after June 15, 2005 and generally applies to grants made after
adoption. We plan to adopt SFAS 123R effective January 1, 2006. SFAS 123R
revises certain requirements of FASB Statement No. 123, Accounting for
Stock-Based Compensation. We do not expect these changes to have a material
impact on our consolidated results of operations or financial position.
The changes that will have an effect on our financial statements
subsequent to our adoption of SFAS 123R include the requirement to record
compensation expense net of an estimate for awards that are expected to be
forfeited. We currently reduce compensation expense only when the forfeiture
actually occurs. Upon adoption of SFAS 123R, we will apply our estimate of
awards to be forfeited to the compensation expense related to all unvested
awards outstanding at January 1, 2006 and record a corresponding adjustment on
an after-tax basis to our income statement to reflect the cumulative effect of
this change in accounting principle. Currently, we estimate that the adjustment
to be made in the first quarter of 2006 will not have a material effect on our
results of operations and financial condition.
F-11
OMNICOM GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
SFAS 123R also requires that new awards issued to individuals that are, or
will become, retirement eligible during the vesting period of the award be
expensed over the lesser of the period from the date of grant through the
retirement-eligible date or the vesting date. This differs from our policy for
awards which were issued prior to adoption of SFAS 123R with retirement
eligibility provisions. For those awards we recognized compensation expense over
the vesting period and we accelerated compensation expense upon the triggering
of a retirement event. Beginning in 2006, $19.5 million of pre-tax stock-based
employee compensation expense will be reported in future periods relating to
awards that were issued prior to adoption of SFAS 123R and that included
retirement eligibility provisions and were issued to individuals that were
retirement eligible at December 31, 2005.
SFAS 123R provides transition alternatives with respect to calculating the
pool of windfall tax benefits within our additional paid-in capital (the APIC
Pool) that are available on the adoption date to offset potential future
shortfalls. The APIC Pool results from the amount by which our prior year tax
deductions for stock-based compensation exceed the cumulative book compensation
cost recognized in our financial statements. We expect to adopt the short-cut
method as prescribed by FASB Statement of Position 123R-3 to calculate the APIC
Pool. Upon completion of the required calculations, we expect our APIC Pool will
approximate our deferred tax asset related to stock-based compensation.
Lastly, SFAS 123R requires that the benefits associated with the tax
deductions in excess of recognized stock-based employee compensation cost be
reported as a financing cash flow, rather than as an operating cash flow as
currently required. In periods after the effective date, this presentation will
reduce net cash provided by operating activities and increase net cash provided
by financing activities. These future amounts cannot be estimated, because they
depend on, among other things, when employees exercise stock options and when
restricted stock vests. However, the amount of operating cash flows recognized
in prior periods for such additional tax deductions, as shown in our
Consolidated Statements of Cash Flows, were $15.8 million, $26.2 million and
$15.7 million for 2005, 2004, and 2003, respectively.
The table below presents a reconciliation of net income and earnings per
share, as reported, to the restated results for the years ended December 31,
2003.
(Dollars in millions, except per share amounts)
-----------------------------------------------
Earnings Per Common Share
-------------------------
Net Income Basic Diluted
---------- ----- -------
As reported, year ended December 31, 2003 ....... $675.9 $3.61 $3.59
Less fair value of stock options issued,
net of taxes .................................. 44.9 0.24 0.22
------ ----- -----
Restated, year ended December 31, 2003 .......... $631.0 $3.37 $3.37
====== ===== =====
Cash Flows. Our cash equivalents are primarily comprised of investments in
overnight interest-bearing deposits, commercial paper and money market
instruments and other short-term investments with original maturity dates of
three months or less at the time of purchase.
Concentration of Credit Risk. We provide marketing and corporate
communications services to thousands of clients who operate in nearly every
industry sector. We grant credit to qualified clients in the ordinary course of
business. Due to the diversified nature of our client base, we do not believe
that we are exposed to a concentration of credit risk as our largest client
accounted for 4.0% of our 2005 consolidated revenue and no other client
accounted for more than 2.9% of our 2005 consolidated revenue.
Derivative Financial Instruments. SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities ("SFAS 133") establishes accounting and
reporting standards requiring that every derivative instrument (including
certain derivative instruments embedded in other contracts) be recorded in the
balance sheet as either an asset or liability measured at its fair value.
Our derivative financial instruments consist principally of forward
foreign exchange contracts and cross-currency interest rate swaps. For
derivative financial instruments to qualify for hedge accounting the following
criteria must be met: (1) the hedging instrument must be designated as a hedge;
(2) the hedged
F-12
OMNICOM GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
exposure must be specifically identifiable and expose us to risk; and (3) it
must be highly probable that a change in fair value of the derivative financial
instrument and an opposite change in the fair value of the hedged exposure will
have a high degree of correlation.
If the derivative is a hedge, depending on the nature of the hedge,
changes in the fair value of the derivative will either be offset against the
change in fair value of the hedged assets, liabilities or firm commitments
through earnings or recognized in other comprehensive income until the hedged
item is recognized in earnings. The ineffective portion of the change in fair
value of a derivative used as hedge is required to be immediately recognized in
the statement of income.
The majority of our activity relates to forward foreign exchange
contracts. We execute these contracts in the same currency as the related
exposure, whereby 100% correlation is achieved based on spot rates. Gains and
losses on derivative financial instruments which are hedges of foreign currency
assets or liabilities are recorded at market value and changes in market value
are recognized in the statement of income in the current period. Gains and
losses on derivative financial instruments which are hedges of net investments,
are recorded to accumulated comprehensive income as translation adjustments to
the extent of change in the spot exchange rate. The remaining difference is
recorded in the statement of income in the current period.
Use of Estimates. The preparation of financial statements in conformity
with U.S. GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosures of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the reporting period. Actual results
could differ from those estimates.
Reclassifications. Certain prior year amounts have been reclassified to
conform to the 2005 presentation.
2. Acquisitions
During 2005, we completed fifteen acquisitions of new subsidiaries and
made additional investments in companies in which we already had an ownership
interest. In addition, we made contingent purchase price payments related to
acquisitions completed in prior years. The aggregate cost of these transactions,
including cash payments and the assumption of liabilities in 2005 was as follows
(dollars in millions):
New and existing subsidiaries................................ $122.2
Contingent purchase price payments........................... 205.0
------
$327.2
======
Valuations of these acquired companies were based on a number of factors,
including specialized know-how, reputation, geographic coverage, competitive
position and service offerings. Our acquisition strategy has been focused on
acquiring the expertise of an assembled workforce in order to continue to build
upon the core capabilities of our various strategic business platforms through
the expansion of their geographic area and/or their service capabilities to
better serve our clients. Consistent with our acquisition strategy and past
practice, most acquisitions completed in 2005 included an initial payment at the
time of closing and provide for future additional contingent purchase price
payments. Contingent payments for these transactions, as well as certain
acquisitions completed in prior years, are derived using the performance of the
acquired entity and are based on pre-determined formulas. These contingent
purchase price obligations are accrued when the contingency is resolved and
payment is certain.
For each of our acquisitions, we undertake a detailed review to identify
other intangible assets and a valuation is performed for all such assets
identified. Like most service businesses, a substantial portion of the
intangible asset value that we acquire is the specialized know-how of the
workforce, which is treated as part of goodwill and is not required to be valued
separately by SFAS 141. The majority of the value of the identifiable intangible
assets that we acquire is derived from customer relationships and the related
customer contracts. In
F-13
OMNICOM GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
executing our acquisition strategy, one of the primary drivers in identifying
and executing a specific transaction is the existence of, or the ability to,
expand our existing client relationships. The expected benefits of our
acquisitions are typically shared across multiple agencies and regions.
As of December 31, 2005 and 2004, the components of our intangible assets
were as follows:
(Dollars in millions)
-------------------------------------------------------------------------
2005 2004
---------------------------------- -----------------------------------
Gross Net Gross Net
Carrying Accumulated Carrying Carrying Accumulated Carrying
Value Amortization Value Value Amortization Value
----- ------------ ----- ----- ------------ -----
Intangible assets subject to
SFAS 142 impairment tests:
Goodwill ........................... $7,061.6 $568.5 $6,493.1 $7,016.8 $605.4 $6,411.4
Other identifiable intangible assets
subject to amortization:
Purchased and internally
developed software ............... 204.8 146.1 58.7 212.2 142.8 69.4
Customer related and other ......... 92.9 30.2 62.7 62.5 21.9 40.6
-------- ------ -------- -------- ------ --------
Total .............................. $ 297.7 $176.3 $ 121.4 $ 274.7 $164.7 $ 110.0
======== ====== ======== ======== ====== ========
The other identifiable intangible assets are amortized on a straight-line
basis ranging from 5 to 10 years.
During the first quarter of 2005, we sold a majority-owned business
located in Australia and New Zealand and disposed of a non-strategic business
located in the United States. The proceeds received from these transactions was
$29.3 million and resulted in a pre-tax net gain of $6.9 million. Due to an
unusually high book tax rate caused by the non-deductibility of goodwill, the
book tax cost of the transactions was $6.1 million. After deducting minority
interest expense, the impact of these transactions increased net income for the
year ended December 31, 2005 by $0.4 million.
3. Bank Loans and Lines of Credit
Bank loans of $15.0 million and $17.5 million at December 31, 2005 and
2004, respectively, are primarily comprised of the bank overdrafts of our
international subsidiaries. These loans are treated as unsecured loans pursuant
to our bank agreements. The weighted average interest rate on these bank loans
as of December 31, 2005 and 2004 was 8.5% and 5.6%, respectively.
At December 31, 2005 and 2004, we had committed and uncommitted lines of
credit aggregating $2,848.7 million and $2,401.9 million, respectively. The
unused portion of these credit lines was $2,833.7 million and $2,384.4 million
at December 31, 2005 and 2004, respectively. The lines of credit, including the
credit facilities discussed below, are generally extended to us on terms that
the banks grant to borrowers with credit ratings similar to ours.
On May 23, 2005, we amended and extended our existing revolving credit
facilities with a consortium of banks, resulting in a five-year $2,100.0 million
revolving credit facility which matures May 23, 2010. On June 30, 2005, we
entered into a new $400.0 million 364-day revolving credit facility with a
maturity date of June 29, 2006. The five-year facility amended our previous
five-year $1,500.0 million facility. The new 364-day revolving credit facility
replaced our 364-day facility that expired on May 24, 2005. The new 364-day
facility includes a provision that allows us to convert all amounts outstanding
at expiration of the facility into a one-year term loan.
The bank consortium for our five-year and 364-day bank facilities consists
of 27 banks. Citibank N.A. acts as administrative agent, ABN Amro acts as
syndication agent and JPMorgan Chase Bank and HSBC Bank USA act as
co-documentation agents for the facilities. Other significant lending
institutions include Societe Generale, Bank of America, Wachovia and Sumitomo
Mitsui. These facilities provide us with the ability to classify up to $2,500.0
million of our borrowings that could come due within one year as long-term debt,
when it is our intention to keep the borrowings outstanding on a long-term
basis.
F-14
OMNICOM GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Both our $2,100.0 million five-year revolving credit facility and our
$400.0 million 364-day revolving credit facility provide support for our
$1,500.0 million commercial paper program. The gross amount of commercial paper
issued and redeemed under our commercial paper program during 2005 was $43.4
billion, with an average term of 3.0 days. During 2004, $27.2 billion of
commercial paper was issued and redeemed with an average term of 2.3 days. As of
December 31, 2005 and 2004, we had no commercial paper borrowings outstanding.
The credit facilities contain financial covenants limiting the ratio of
total consolidated indebtedness to total consolidated EBITDA (for purposes of
these covenants EBITDA is defined as earnings before interest, taxes,
depreciation and amortization) to no more than 3.0 times. In addition, we are
required to maintain a minimum ratio of EBITDA to interest expense of at least
5.0 times. At December 31, 2005, our ratio of debt to EBITDA was 1.6 times and
our ratio of EBITDA to interest expense was 19.4 times. We were in compliance
with these covenants. In addition, the credit facilities do not limit our
ability to declare or pay dividends.
4. Long-Term Debt and Convertible Notes
Long-term debt and convertible notes outstanding as of December 31, 2005
and 2004 consisted of the following:
(Dollars in millions)
---------------------
2005 2004
---- ----
Euro 152.4 million 5.20% Notes, due
June 24, 2005 ........................................ $ -- $ 206.6
Other notes and loans at rates from 2.9% to 10.5%,
due through 2010 ..................................... 19.3 21.7
-------- --------
19.3 228.3
Less current portion ................................... 1.1 209.2
-------- --------
Total long-term debt ................................. $ 18.2 $ 19.1
======== ========
Convertible Notes -- due February 7, 2031 .............. $ 847.0 $ 847.0
Convertible Notes -- due July 31, 2032 ................. 892.3 892.3
Convertible Notes -- due June 15, 2033 ................. 600.0 600.0
-------- --------
2,339.3 2,339.3
Less current portion ................................... -- --
-------- --------
Total convertible notes .............................. $2,339.3 $2,339.3
======== ========
In June 1998, we issued (euro)152.4 million 5.20% Notes. The notes were
senior unsecured obligations of the Company and were redeemed upon maturity in
June 2005 for $185.1 million.
In February 2001, we issued $850.0 million aggregate principal amount of
Liquid Yield Option Notes due February 7, 2031 ("2031 Notes"). These notes are
senior unsecured zero-coupon securities that are convertible into 7.7 million
shares of our common stock, implying a conversion price of $110.01 per common
share, subject to normal anti-dilution adjustments. These notes are convertible
at a specified ratio only upon the occurrence of certain events, including; if
our common shares trade above certain levels, if we effect extraordinary
transactions or if our long-term debt ratings are downgraded by at least two
notches from their December 31, 2005 level of A- to BBB or lower by Standard &
Poor's Ratings Service ("S&P"), or from their December 31, 2005 level of Baa1 to
Baa3 or lower by Moody's Investors Service ("Moody's"). These events would not,
however, result in an adjustment of the number of shares issuable upon
conversion. Holders of these notes have the right to put the notes back to us
for cash in February of each year and we have agreed not to redeem the notes for
cash before February 7, 2009. There are no events that accelerate the
noteholders' put rights. Beginning in February 2006 and every six months
thereafter, if the market price of our common shares exceeds certain thresholds,
we may be required to pay contingent cash interest for that period. Our initial
calculation in February 2006 did not require us to pay contingent cash interest.
In prior years, $3.0 million principal amount of notes were put back to us
reducing the total outstanding balance to $847.0 million.
F-15
OMNICOM GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In March 2002, we issued $900.0 million aggregate principal amount of Zero
Coupon Zero Yield Convertible Notes due July 31, 2032 ("2032 Notes"). The notes
are senior unsecured zero-coupon securities that are convertible into 8.1
million shares of our common stock, implying a conversion price of $110.01 per
common share, subject to normal anti-dilution adjustments. These notes are
convertible at a specified ratio only upon the occurrence of certain events,
including; if our common shares trade above certain levels, if we effect
extraordinary transactions or if our long-term debt ratings are downgraded at
least two notches from their December 31, 2005 level of A- to BBB or lower by
S&P, or from their December 31, 2005 level of Baa1 to Baa3 or lower by Moody's.
These events would not, however, result in an adjustment of the number of shares
issuable upon conversion. Holders of these notes have the right to put the notes
back to us for cash in August of each year and we have agreed not to redeem the
notes for cash before July 31, 2009. There are no events that accelerate the
noteholders' put rights. Beginning in August 2007, if the market price of our
common shares exceeds certain thresholds, we may be required to pay contingent
cash interest. In prior years, $7.7 million principal amount of notes were put
back to us reducing the total outstanding balance to $892.3 million.
In June 2003, we issued $600.0 million aggregate principal amount of Zero
Coupon Zero Yield Convertible Notes due June 15, 2033 ("2033 Notes"). The notes
are senior unsecured obligations that are convertible into 5.8 million shares of
our common stock, implying a conversion price of $103.00 per common share,
subject to normal anti-dilution adjustments. These notes are convertible at the
specified ratio only upon the occurrence of certain events, including; if our
common shares trade above certain levels, if we effect extraordinary
transactions or if our long-term debt ratings are downgraded from their current
level to Ba1 or lower by Moody's or BBB- or lower by S&P. The occurrence of
these events will not result in an adjustment of the number of shares issuable
upon conversion. Holders of these notes have the right to put the notes back to
us for cash on June 15, 2006, 2008, 2010, 2013, 2018, 2023 and on each June 15
annually thereafter through June 15, 2032 and we have a right to redeem the
notes for cash beginning on June 15, 2010. There are no events that accelerate
the noteholders' put rights. Beginning in June 2010, if the market price of our
common shares exceeds certain thresholds, we may be required to pay contingent
cash interest.
In August 2004, we amended the indenture governing the 2032 Notes. In
November 2004, we amended the indentures governing the 2031 Notes and the 2033
Notes. The amendments to all three indentures were similar with respect to
settlement of the notes on put or conversion. We amended the provisions
regarding payment to the noteholders in the event of a put. Previously, we could
satisfy the put obligation in cash, shares or a combination of both, at our
option. The amendments provide that we can only satisfy the put obligation in
cash. We also amended the provisions regarding payment to the noteholders in the
event the noteholders exercise their conversion right. Previously, we were
required to satisfy the conversion obligation of each note by delivering the
underlying number of shares, as adjusted, into which the note converts. The
amendments provide that the conversion obligation is equal to a conversion value
determined on the day of conversion, calculated by multiplying the share price
at the close of business on that day by the underlying number of shares into
which the note converts. We then satisfy the conversion value by paying the
initial principal amount of the note in cash and the balance of the conversion
value in cash or shares, at our option. At the same time we amended the
indenture provisions governing settlement on put or conversion, we also amended
the provisions of 2031 Notes and the 2032 Notes governing the payment of
contingent cash interest.
For the years ended December 31, 2005, 2004 and 2003, our gross interest
expense on our borrowings was $78.0 million, $51.1 million and $57.9 million,
respectively. Included in our interest expense in 2005, 2004 and 2003, and
described below was $47.3 million, $23.0 million and $28.1 million related to
our convertible notes, respectively. In addition, interest expense relative to
our (euro)152.4 million 5.20% Notes was $3.9 million, $10.4 million and $10.3
million in 2005, 2004 and 2003, respectively. The remainder of our interest
expense in these years was related to our short-term borrowings.
Interest expense in 2005 was impacted by the amortization of a portion of
the $33.5 million interest payment made in August 2005 to holders of our 2032
Notes to not exercise certain put rights and, in November 2004, we paid $14.8
million and $1.5 million in the aggregate, respectively, to consenting holders
of our 2031 Notes and 2033 Notes as incentives to consent to certain amendments
to our indentures and not exercise certain put rights. Interest expense in 2004
was impacted by the amortization of a portion of the $6.7 million and $24.5
F-16
OMNICOM GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
million interest payments made in August of 2003 and 2004, respectively, related
to our 2032 Notes, amortization of a portion of the interest payment of $1.5
million made in November and December of 2004 related to our 2033 Notes and
amortization of a portion of the interest payment of $14.8 million made in
November 2004 related to our 2031 Notes.
The aggregate stated maturities of long-term debt and convertible notes
are as follows:
(Dollars
in millions)
------------
2006 .................................................. $ 1.1
2007 .................................................. 0.8
2008 .................................................. 0.8
2009 .................................................. 0.6
2010 .................................................. 16.0
2011 .................................................. --
Thereafter ............................................ 2,339.3
5. Segment Reporting
Our wholly and partially owned agencies operate within the advertising,
marketing and corporate communications services industry. These agencies are
organized into agency networks, virtual client networks, regional reporting
units and operating groups. During 2005, we completed the reorganization of our
operating segments and the formation of a fifth agency network. Consistent with
the fundamentals of our business strategy, our agencies serve similar clients,
in similar industries, and in many cases the same clients across a variety of
geographic regions. In addition, our agency networks have similar economic
characteristics and similar long-term operating margins, as the main economic
components of each agency are the salary and service costs associated with
providing professional services, the office and general costs associated with
office space and occupancy, and the provision of technology requirements which
are generally limited to personal computers, servers and off-the-shelf software.
Therefore, given these similarities and in accordance with the provisions of
SFAS 131, most specifically paragraph 17, we aggregate our operating segments,
which are our five agency networks, into one reporting segment.
A summary of our revenue and long-lived assets by geographic area for the
years then ended, and as of December 31, 2005, 2004 and 2003 is presented below:
(Dollars in millions)
----------------------------------------
Americas EMEA Asia/Australia
-------- ---- --------------
2005
Revenue.......................................................... $6,261.6 $3,586.0 $633.5
Long-Lived Assets................................................ 415.9 149.8 43.0
Goodwill......................................................... 5,508.4 932.2 52.5
2004
Revenue.......................................................... $5,626.5 $3,448.2 $672.5
Long-Lived Assets................................................ 408.7 181.2 46.5
Goodwill......................................................... 5,283.4 1,081.3 46.7
2003
Revenue.......................................................... $5,079.9 $2,982.7 $558.8
Long-Lived Assets................................................ 367.9 182.8 46.1
Goodwill......................................................... 4,758.6 1,053.4 74.2
The Americas is primarily composed of the U.S., Canada and Latin American
countries. EMEA is primarily composed of various Euro countries, the United
Kingdom, other non-Euro countries, the Middle-East and Africa. Asia/Australia is
primarily composed of China, Japan, Korea, Singapore, Australia and other Asian
countries.
F-17
OMNICOM GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
6. Equity and Cost-Based Investments
We have investments in unconsolidated affiliated companies accounted for
under the equity method. The affiliated companies offer marketing and corporate
communications services similar to those offered by our operating companies. The
equity method is used when we own less than 50% of the common stock but exercise
significant influence over the operating and financial policies of the
affiliate. The following table summarizes the balance sheets and income
statements of our unconsolidated affiliates, as of December 31, 2005 and 2004
and for the years then ended:
(Dollars in millions)
---------------------
2005 2004
---- ----
Total net assets................................ $243.4 $176.4
Gross revenue................................... 535.3 472.4
Net income...................................... 52.0 37.7
Our equity interest in the net income of these affiliated companies was
$27.6 million and $17.1 million for the years ended December 31, 2005 and 2004,
respectively. Our equity interest in the net assets of these affiliated
companies was $114.9 million and $108.2 million at December 31, 2005 and 2004,
respectively. Owners of interests in certain of our affiliated companies have
the right in certain circumstances to require us to purchase additional
ownership interests at fair value. The terms of these rights vary for each
arrangement and the ultimate amount payable in the future also varies based upon
the future earnings of the affiliated companies and changes in the applicable
foreign currency exchange rates.
Our cost-based investments at December 31, 2005 were primarily comprised
of preferred interests representing equity interests of less than 20% in various
service companies. This method is used when we own less than a 20% equity
interest and do not exercise significant influence over the operating and
financial policies of the investee. The total cost basis of these investments,
which we evaluate for impairment, as of December 31, 2005 and 2004 was $38.3
million and $41.8 million, respectively and are included in other assets on our
balance sheet.
In prior years, we held a non-voting, non-participating preferred stock
interest in Seneca Investments LLC ("Seneca"). Seneca was initially formed in
2001 from our contribution of Communicade, our subsidiary that conducted
e-services industry investment activities. All of Communicade's investments at
that time were comprised of minority interests in e-services industry
businesses. Upon Seneca's formation, the transaction was accounted for in
accordance with SFAS 140, Accounting for Transfers and Servicing Financial
Assets and Extinguishments of Liabilities, and resulted in no gain or loss being
recognized by us on Seneca's formation. The preferred stock was non-voting and
was entitled to dividends at a rate of 8.5%, compounded semi-annually and was
redeemable on the 10th anniversary of issuance or earlier upon the occurrence of
certain extraordinary events. No cash dividends were paid by Seneca or accrued
by us subsequent to Seneca's formation.
In December 2002, we acquired all of the common stock of Organic, Inc.
from Seneca. The transaction was effected by the redemption of $99.0 million of
the preferred stock and the assumption of $7.2 million of liabilities. In June
2003, we acquired all of the common stock of AGENCY.com from Seneca. The
transaction was effected by the redemption of $181.0 million of the preferred
stock and the assumption of $15.8 million of liabilities.
On Seneca's formation and for all subsequent periods, the fair value of
our investment in Seneca exceeded its carrying value. Because our preferred
stock did not have a conversion feature, we considered it similar to a debt
instrument where it is not probable that the contractual interest payments may
be collected as scheduled in the loan agreement. Accordingly, we applied the
cost-recovery method, in accordance with the provisions of SFAS 114, Accounting
by Creditors for Impairment of a Loan -- an Amendment of FASB Statement No. 5,
and SFAS 118, Accounting by Creditors for Impairment of a Loan-Income
Recognition and Disclosures -- an Amendment of FASB Statement No. 114, and we
did not accrue any dividend income. Under the cost-recovery method, investment
income cannot be recorded until it is probable of realization. Consequently, we
did not
F-18
OMNICOM GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
record any investment income related to unpaid dividends and in connection with
the purchases of Organic, Inc. and AGENCY.com from Seneca, we applied the
redemption of our preferred stock against our remaining carrying value of our
investment such that at December 31, 2003, our remaining carrying value was
reduced to zero.
In March 2004, we exchanged our remaining shares of preferred stock in
Seneca for a $24.0 million senior secured note due in 2007 that bears interest
at a rate of 6.25% and 40% of Seneca's outstanding common stock which we are
accounting for under the equity method. The senior secured note is recorded in
our other assets. The restructuring was proposed by the common stockholders of
Seneca because the expected value of the assets that remained in Seneca in early
2004 was insufficient to fund the preferred dividends that had accrued to that
date and were expected to accrue prior to potential realization events in the
future. The restructuring re-aligned the incentives of the common shareholders
with ours because it provided them with additional incentives to maximize the
value of the Seneca assets and to monetize the assets on an accelerated basis.
The exchange was accounted for at fair value in accordance with APB No. 29:
Accounting for Non-Monetary Transactions and Emerging Issues Task Force ("EITF")
Issue 98-3: Determining Whether a Nonmonetary Transaction Involves Receipt of
Productive Assets or of a Business and we recorded a net pre-tax gain of $24.0
million. The $24.0 million pre-tax gain, which was included in our 2004
operating income, was partially offset by losses of $10.9 million from other
investment activity unrelated to Seneca.
We received distributions from Seneca during 2005 and January 2006, which
when applied against the senior secured note reduced the outstanding principal
balance to $1.2 million as of January 31, 2006.
7. Employee Stock Plans
Our equity incentive compensation plan was adopted in 2002 and was amended
in 2003 ("Equity Incentive Plan") and reserved 9.2 million shares of our common
stock for options and other awards, of which 3.3 million were for restricted
stock awards. Pursuant to the Equity Incentive Plan, the exercise price of
options awarded may not be less than 100% of the market price of the stock at
the date of grant and the option term cannot be longer than seven years from the
date of grant. The terms of each option and the times at which each option will
be exercisable will be determined by the Compensation Committee of the Board of
Directors. It is anticipated that the full vesting period for options will be no
shorter than three years. Current year option grants become exercisable 30% on
each of the first two anniversary dates of the grant date with the final 40%
becoming exercisable three years from the grant date.
Our prior incentive compensation plan was adopted in 1998 ("1998 Plan")
and was amended in 2000. As a result of the adoption of the Equity Incentive
Plan in 2002, no new awards may be granted under the 1998 Plan. Awards that are
forfeited or cancelled may be reissued under the Equity Incentive Plan.
Under the terms of our long-term shareholder value plan ("LTSV Plan"),
common shares were reserved for option awards to key employees of the Company at
an exercise price that is no less than 100% of the market price of the stock at
the date of the grant. The options become exercisable after the sixth
anniversary date of grant. The options can become exercisable prior to this
anniversary date in increments of one-third if the market value of our common
stock increases compared to the market price on the date of grant by at least
50%, 75% and 100%, respectively. As a result of the adoption of the Equity
Incentive Plan in 2002, no new awards may be granted under the LTSV Plan. Awards
that are forfeited or cancelled may be reissued under the Equity Incentive Plan.
The plans described above do not permit the holder of an award to elect
cash settlement under any circumstances.
F-19
OMNICOM GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Stock Options:
Options included under all incentive compensation plans, all of which were
approved by our shareholders, for the past three years are:
2005 2004 2003
--------------------- --------------------- ---------------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
---------- -------- ---------- -------- ---------- --------
Shares under option, beginning
of year............................. 17,304,047 $73.05 18,677,095 $70.62 19,157,495 $69.83
Options granted under:
1998 Plan........................... -- -- -- -- -- --
LTSV Plan........................... -- -- -- -- -- --
Equity Incentive Plan............... 20,000 80.50 50,000 77.37 617,500 47.85
Options exercised...................... (1,452,939) 62.33 (1,376,837) 40.52 (899,943) 38.89
Options forfeited...................... (168,273) 72.90 (46,211) 67.41 (197,957) 67.43
---------- ------ ---------- ------ ---------- ------
Shares under option, end of year....... 15,702,835 $74.05 17,304,047 $73.05 18,677,095 $70.62
========== ====== ========== ====== ========== ======
Options exercisable at year-end........ 11,294,439 11,822,997 10,972,492
========== ========== ==========
The following table summarizes the information above about options
outstanding and options exercisable at December 31, 2005:
Options Outstanding Options Exercisable
------------------------------------------------ -----------------------------
Weighted Average
Range of Exercise Options Remaining Weighted Average Options Weighted Average
Prices (in dollars) Outstanding Contractual Life Exercise Price Exercisable Exercise Price
------------------- ----------- ---------------- -------------- ----------- --------------
$19.72 200,000 1 year $19.72 200,000 $19.72
24.28 250,000 1-2 years 24.28 250,000 24.28
39.75 to 48.03 360,000 2-3 years 42.37 360,000 42.37
60.39 to 91.22 2,170,649 3-4 years 80.40 2,170,649 80.40
47.74 to 81.75 2,047,200 4-5 years 71.56 1,834,200 74.31
62.35 to 87.16 8,523,679 5-6 years 72.62 4,348,283 76.44
80.50 to 93.55 2,151,307 6-7 years 91.83 2,131,307 91.94
---------- ----------
15,702,835 11,294,439
========== ==========
The weighted average fair value, calculated on the basis summarized below,
of each option granted was $16.87, $20.65 and $9.87 for 2005, 2004 and 2003,
respectively. The fair value of each option grant has been determined as of the
date of grant using the Black-Scholes option valuation model and with the
following assumptions (without adjusting for the risk of forfeiture and lack of
liquidity):
2005 2004 2003
--------- ------------ ---------
Expected option lives............ 3.5 years 3.5 years 3.5 years
Risk free interest rate.......... 3.8% 2.2% - 3.4% 2.1%
Expected volatility.............. 24.1% 33.4% - 36.2% 29.0%
Dividend yield................... 1.1% 1.1% - 1.2% 1.7%
F-20
OMNICOM GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Restricted Shares:
Changes in outstanding shares of restricted stock for the three years
ended December 31, 2005 were as follows:
2005 2004 2003
--------- --------- ---------
Restricted shares at beginning of year ......... 2,412,413 2,369,348 2,070,844
Number granted ............................... 723,557 1,078,230 1,093,128
Number vested ................................ (846,138) (900,454) (708,719)
Number forfeited ............................. (111,497) (134,711) (85,905)
--------- --------- ---------
Restricted shares at end of year ............... 2,178,335 2,412,413 2,369,348
========= ========= =========
All restricted shares were sold at a price per share equal to their par
value. The difference between par value and market value on the date of the
grant is charged to shareholders' equity and then amortized to expense over the
period of restriction. The restricted shares typically vest in 20% annual
increments provided the employee remains in our employ.
Restricted shares may not be sold, transferred, pledged or otherwise
encumbered until the forfeiture restrictions lapse. Under most circumstances,
the employee must resell the shares to us at par value if the employee ceases
employment prior to the end of the period of restriction.
ESPP:
We have an employee stock purchase plan ("ESPP") that enables employees to
purchase our common stock through payroll deductions over each plan quarter at
85% of the market price on the last trading day of the plan quarter. Purchases
are limited to 10% of eligible compensation as defined by the Employee
Retirement Income Security Act of 1974 ("ERISA"). During 2005, 2004 and 2003,
employees purchased 285,426 shares, 288,181 shares and 315,566 shares,
respectively, all of which were treasury shares, for which $20.4 million, $19.0
million and $18.1 million, respectively, was paid to us. At December 31, 2005,
1,063,798 shares remain reserved for the ESPP.
Total pre-tax stock-based employee compensation cost for the years ended
December 31, 2005, 2004 and 2003, was $87.0 million, $117.2 million and $133.1
million, respectively.
SFAS 123R:
In December 2004, the FASB issued SFAS No. 123 (Revised 2004) --
Share-Based Payment ("SFAS 123R") which is effective for the next fiscal year
beginning after June 15, 2005 and generally applies to grants made after
adoption. We plan to adopt SFAS 123R effective January 1, 2006. SFAS 123R
revises certain requirements of FASB Statement No. 123, Accounting for
Stock-Based Compensation. We do not expect these changes to have a material
impact on our consolidated results of operations or financial position. See Note
1 for additional information regarding the changes required by SFAS 123R and the
impact on our financial statements.
F-21
OMNICOM GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
8. Income Taxes
Income before income taxes and the provision for taxes on income consisted
of the amounts shown below:
(Dollars in millions)
Years Ended December 31,
------------------------------------
2005 2004 2003
-------- -------- --------
Income before income taxes:
Domestic................................... $ 665.5 $ 646.7 $ 629.4
International.............................. 615.1 532.1 419.6
-------- -------- --------
Total.................................... $1,280.6 $1,178.8 $1,049.0
======== ======== ========
Provision for taxes on income:
Current:
Federal.................................. $ 133.5 $ 161.0 $ 143.3
State and local.......................... 10.5 11.8 14.4
International............................ 186.7 160.2 139.3
-------- -------- --------
Total Current............................ 330.7 333.0 297.0
-------- -------- --------
Deferred:
Federal.................................. 82.0 72.4 69.4
State and local.......................... 1.8 1.6 (2.7)
International............................ 20.8 (10.7) (10.7)
-------- -------- --------
Total Deferred........................... 104.6 63.3 56.0
-------- -------- --------
Total.................................... $ 435.3 $ 396.3 $ 353.0
======== ======== ========
Our effective income tax rate varied from the statutory federal income tax
rate as a result of the following factors:
2005 2004 2003
---- ---- ----
Statutory federal income tax rate............ 35.0% 35.0% 35.0%
State and local taxes on income,
net of federal income tax benefit.......... 0.6 0.7 0.7
International subsidiaries' tax rate
differentials.............................. (0.7) (2.6) (1.9)
Other........................................ (0.9) 0.5 (0.2)
---- ---- ----
Effective rate............................... 34.0% 33.6% 33.6%
==== ==== ====
Deferred income taxes are provided for the temporary differences between
the financial reporting basis and tax basis of our assets and liabilities.
Deferred tax assets result principally from recording certain expenses in the
financial statements which are not currently deductible for tax purposes,
including employee stock-based compensation expense and from differences between
the tax and book basis of assets and liabilities recorded in connection with
acquisitions. Deferred tax liabilities result principally from expenses arising
from financial instruments which are currently deductible for tax purposes but
have not been expensed in the financial statements, and basis differences
arising from tangible and deductible intangible assets, as well as investments
and capital transactions.
F-22
OMNICOM GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Deferred tax assets and liabilities as of December 31, 2005 and 2004
consisted of the amounts shown below (dollars in millions):
2005 2004
---- ----
Deferred tax assets:
Compensation and severance............................ $297.5 $271.4
Tax loss carryforwards................................ 76.7 98.5
Basis differences arising from acquisitions........... 84.3 83.6
Basis differences from short-term assets and
liabilities......................................... 31.2 28.4
Other................................................. -- 3.5
------ ------
Total deferred tax assets............................... 489.7 485.4
Valuation allowance................................... (46.6) (75.3)
------ ------
Total deferred tax assets net of valuation
allowance............................................. $443.1 $410.1
====== ======
Deferred tax liabilities:
Financial instruments................................. $262.5 $155.6
Basis differences arising from tangible and
deductible intangible assets........................ 118.1 96.4
Basis differences arising from investments
and capital transactions............................ 61.4 65.4
Other................................................. 0.7 --
------ ------
Total deferred tax liabilities.......................... $442.7 $317.4
====== ======
Net current deferred tax assets as of December 31, 2005 and 2004 were
$133.3 million and $106.7 million, respectively, and were included in prepaid
expenses and other current assets. At December 31, 2005, we had non-current
deferred tax assets of $309.8 million and long-term deferred tax liabilities of
$442.7 million. At December 31, 2004, we had non-current deferred tax assets of
$303.4 million and long-term deferred tax liabilities of $317.4 million. We have
concluded that it is more likely than not that we will be able to realize our
deferred tax assets in future periods.
In 2005, we reversed a portion of our deferred tax asset relating to tax
loss carryforwards and the corresponding valuation allowance by $28.7 million.
During 2005, foreign tax legislation was enacted in certain jurisdictions
whereby any future taxable income that the loss carryforwards would be used to
offset is now exempt from taxation. This change in legislation eliminated all
of the potential value of these tax loss carryforward assets. Therefore, the
deferred tax asset and the corresponding valuation allowance were reversed.
A provision has been made for income and withholding taxes on the earnings
of international subsidiaries and affiliates that will be distributed.
The American Jobs Creation Act of 2004 (the "Jobs Act"), enacted on
October 22, 2004, creates a temporary incentive for U.S. multinational
corporations to repatriate accumulated income earned outside the United States
by providing an 85% dividends received deduction on certain foreign earnings
repatriated prior to December 31, 2005. The deduction results in a 5.25% federal
tax rate on the identified extraordinary dividend (as defined in the Jobs Act).
As required by the Jobs Act, our CEO and Board of Directors approved a domestic
reinvestment plan to repatriate $47.9 million in foreign earnings in 2005, and
we repatriated this amount.
We recorded tax expense in 2005 of $2.7 million related to this $47.9
million extraordinary dividend under the Jobs Act. The additional tax expense
consists of federal taxes of $2.5 million, and state taxes, net of federal
benefits, of $0.2 million.
9. Employee Retirement Plans
Our international and domestic subsidiaries provide retirement benefits
for their employees primarily through defined contribution plans. Company
contributions to the plans, which are determined by the boards of directors of
the subsidiaries, have generally been in amounts up to 15% for our U.S.
subsidiaries (the maximum
F-23
OMNICOM GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
amount deductible for U.S. federal income tax purposes) of total eligible
compensation of participating employees. Expenses related to the Company's
contributions to these plans in 2005 were $85.6 million, 2004 were $82.6 million
and in 2003 were $65.3 million.
Our pension plans are primarily related to non-U.S. businesses. These
plans are not subject to ERISA. Substantially all of these plans are funded by
fixed premium payments to insurance companies which undertake to provide
specific benefits to the individuals covered. Pension expense recorded for these
plans in 2005, 2004 and 2003 was $7.2 million, $10.3 million and $7.3 million,
respectively.
Certain of our subsidiaries have executive retirement programs under which
benefits will be paid to participants or to their beneficiaries over periods up
to 15 years beginning after cessation of full-time employment, at age 65 or
death. In addition, other subsidiaries have individual deferred compensation
arrangements with certain executives which provide for payments over varying
terms upon retirement, cessation of employment or death. The costs related to
these benefits, which are accrued during the employee's service period with us,
were not material to the 2005, 2004 and 2003 consolidated results of operations
or financial position. Our obligation with respect to these programs is included
in deferred compensation and other liabilities on the balance sheet.
10. Commitments and Contingent Liabilities
Leases:
We lease substantially all our office facilities and certain of our equipment
under operating leases that expire at various dates. Certain leases provide us
with the option to renew for additional periods. Where leases contain escalation
clauses, rent abatements, and/or concessions, such as rent holidays and landlord
or tenant incentives or allowances, we apply them in the determination of
straight-line rent expense over the lease term. Leasehold improvements made at
inception or during the lease term are amortized over the shorter of the asset
life or the lease term, which may include renewal periods where the renewal is
reasonably assured, as defined in SFAS No. 13, Accounting for Leases, as amended
by SFAS No. 98, and is included in the determination of straight-line rent
expense. Certain leases require the payment of real estate taxes or other
occupancy costs, which may be subject to escalation. Rent expense for the years
ended December 31, 2005, 2004 and 2003 was:
(Dollars in millions)
-------------------------------------
2005 2004 2003
---- ---- ----
Office rent ....................... $376.1 $371.6 $352.8
Third party sublease .............. (23.5) (26.3) (17.3)
------ ------ ------
Total office rent ............... 352.6 345.3 335.5
Equipment rent .................... 120.1 137.6 152.4
------ ------ ------
Total rent ...................... $472.7 $482.9 $487.9
====== ====== ======
Future minimum office and equipment base rents under terms of
non-cancelable operating leases, reduced by rents to be received from existing
non-cancelable subleases, are as follows:
(Dollars in millions)
---------------------------------------
Gross Sublease Net
Rent Rent Rent
------ -------- ------
2006 ......................... $429.8 $17.2 $412.6
2007 ......................... 352.2 13.6 338.6
2008 ......................... 288.0 11.4 276.6
2009 ......................... 245.3 9.4 235.9
2010 ......................... 216.2 7.0 209.2
Thereafter ................... 793.4 9.9 783.5
F-24
OMNICOM GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Legal Proceedings:
Beginning on June 13, 2002, several putative class actions were filed
against us and certain senior executives in the United States District Court for
the Southern District of New York. The actions have since been consolidated
under the caption In re Omnicom Group Inc. Securities Litigation, No. 02-CV4483
(RCC), on behalf of a proposed class of purchasers of our common stock between
February 20, 2001 and June 11, 2002. The consolidated complaint alleges, among
other things, that our public filings and other public statements during that
period contained false and misleading statements or omitted to state material
information relating to (1) our calculation of the organic growth component of
period-to-period revenue growth, (2) our valuation of and accounting for certain
internet investments made by our Communicade Group ("Communicade"), which we
contributed to Seneca Investments LLC ("Seneca") in 2001, and (3) the existence
and amount of certain contingent future obligations in respect of acquisitions.
The complaint seeks an unspecified amount of compensatory damages plus costs and
attorneys' fees. Defendants moved to dismiss the complaint and on March 28,
2005, the court dismissed portions (1) and (3) of the complaint detailed above.
The court's decision denying the defendants' motion to dismiss the remainder of
the complaint did not address the ultimate merits of the case, but only the
sufficiency of the pleading. Defendants have answered the complaint, and fact
discovery is ongoing. Plaintiffs have moved to have the proposed class certified
and the defendants have opposed that motion, which is now fully briefed.
In addition, on June 28, 2002, a derivative action was filed on behalf of
Omnicom in New York state court. On February 18, 2005, a second shareholder
derivative action, again purportedly brought on behalf of the Company, was filed
in New York state court. The derivative actions have been consolidated before
one New York State Justice and the plaintiffs have filed an amended consolidated
complaint. The consolidated derivative complaint questions the business judgment
of certain current and former directors of Omnicom, by challenging, among other
things, the valuation of and accounting for the internet investments made by
Communicade and the contribution of those investments to Seneca. The
consolidated complaint alleges that the defendants breached their fiduciary
duties of good faith. The lawsuit seeks from the directors the amount of profits
received from selling Omnicom stock and other unspecified damages to be paid to
the Company, as well as costs and attorneys' fees. On September 1, 2005, the
defendants moved to dismiss the derivative complaint. The motion has now been
fully briefed and was argued before the court on January 12, 2006. The court has
not yet ruled on the motion.
The defendants in both cases believe that the allegations against them are
baseless and intend to vigorously oppose the lawsuits. Currently, we are unable
to determine the outcome of these cases and the effect on our financial position
or results of operations. The outcome of any of these matters is inherently
uncertain and may be affected by future events. Accordingly, there can be no
assurance as to the ultimate effect of these matters.
We are also involved from time to time in various legal proceedings in the
ordinary course of business. We do not presently expect that these proceedings
will have a material adverse effect on our consolidated financial position or
results of operations.
F-25
OMNICOM GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
11. Fair Value of Financial Instruments
The following table presents the carrying amounts and fair values of our
financial instruments at December 31, 2005 and 2004 (dollars in millions).
Amounts in parentheses represent liabilities.
2005 2004
----------------------- ------------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
------ ----- ------ -----
Cash and cash equivalents .............................. $ 835.8 $ 835.8 $1,165.6 $1,165.6
Short-term investments ................................. 374.1 374.1 574.0 574.0
Other investments ...................................... 38.3 38.3 41.8 41.8
Long-term debt and convertible notes ................... (2,358.6) (2,320.4) (2,567.6) (2,570.3)
Financial commitments:
Cross-currency interest rate swaps ................... (0.7) (0.7) (53.0) (53.0)
Forward foreign exchange contracts ................... (0.4) (0.4) (2.8) (2.8)
Guarantees ........................................... -- (0.2) -- (0.2)
Letters of credit .................................... -- -- -- --
The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to estimate
that value.
Short-term investments:
Short-term investments consist primarily of investments made with our
excess cash which we expect to convert into cash in our current operating cycle,
generally within one year. They are carried at market which approximates cost.
Other investments:
Other investments are carried at cost, which approximates fair value. See
Note 6 for additional information about these investments.
Long-term debt and convertible notes:
A portion of our long-term debt includes floating rate debt, the carrying
value of which approximates fair value. Our long-term debt includes convertible
notes and fixed rate debt in the prior year. The fair value of these instruments
was determined by reference to quotations available in markets where these
instruments are traded.
Financial commitments:
The estimated fair values of derivative positions in cross-currency
interest rate swaps and forward foreign exchange contracts are based upon
quotations received from independent, third party banks and represent the net
amount required to terminate the positions, taking into consideration market
rates and counterparty credit risk. The fair values of guarantees and letters of
credit are based upon the stated value of the underlying instruments. The
guarantees, which relate to real estate leases, were issued by us for affiliated
companies. Letters of credit, when issued, represent guarantees issued by us on
behalf of our operating companies for activities in the normal course of
business.
12. Financial Instruments and Market Risk
SFAS No. 133 establishes accounting and reporting standards requiring that
derivative instruments which meet the SFAS 133 definition of a derivative
(including certain derivative instruments embedded in other contracts) be
recorded in the balance sheet as either an asset or liability measured at its
fair value.
Derivatives that do not qualify for hedge accounting must be adjusted to
fair value through earnings. If the derivative is a hedge, depending on the
nature of the hedge, changes in the fair value of derivatives will either be
offset against the change in fair value of the hedged assets, liabilities or
firm commitments through earnings or
F-26
OMNICOM GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
recognized in other comprehensive income until the hedged item is recognized in
earnings. The ineffective portion of the change in fair value of a derivative
used as a hedge is required to be immediately recognized in our statement of
income.
Our derivative activities are confined to risk management activities
related to our international operations. We enter into short-term forward
foreign exchange contracts which mitigate the foreign exchange risk of our
intercompany cash movements between subsidiaries operating in different currency
markets from that of our treasury centers from which they borrow or invest. In
the limited number of instances where operating expenses and revenues are not
denominated in the same currency, amounts are promptly settled in the foreign
currency market with forward contracts. Changes in market value of the forward
contracts are included in the income statement and are offset by the
corresponding change in value of the underlying asset or liability. The terms of
these contracts are generally 90 days or less. At December 31, 2005 and 2004,
the aggregate amount of intercompany receivables and payables subject to this
hedge program was $50.4 million and $1,453.0 million, respectively. The table
below summarizes by major currency the notional principal amounts of the
Company's forward foreign exchange contracts outstanding at December 31, 2005
and 2004. The "buy" amounts represent the U.S. Dollar equivalent of commitments
to purchase the respective currency, and the "sell" amounts represent the U.S.
Dollar equivalent of commitments to sell the respective currency. See Note 11
for a discussion of the value of these instruments.
(Dollars in millions)
Notional Principal Amount
-------------------------------------------
2005 2004
------------------ -------------------
Company Company Company Company
Buys Sells Buys Sells
---- ----- ---- -----
U.S. Dollar .................. $ 3.2 $ 10.0 $ 51.2 $ 36.0
British Pound ................ 13.2 7.8 551.1 125.9
Euro ......................... 8.6 0.2 36.0 498.8
Japanese Yen ................. -- 0.2 79.0 3.7
Other ........................ -- 7.2 8.2 63.1
------ ------ ------ ------
Total ........................ $ 25.0 $ 25.4 $725.5 $727.5
====== ====== ====== ======
The decline in the outstanding foreign exchange contracts at December 31,
2005, reflects our strategy for managing the risk of foreign exchange currency
fluctuations in our intercompany balances. We implemented multicurrency pooling
arrangements instead of using foreign exchange forward contracts. This change
accomplishes the same result without the need for third-party contracts.
We manage the foreign exchange fluctuations that may be caused by our
intercompany cash movements, by entering into short-term forward foreign
exchange contracts which mitigate the foreign exchange risk of the U.S. Dollar
commercial paper issued by our London treasury center, whose functional currency
is the British Pound. At December 31, 2005, we had no forward contracts
outstanding relating to this activity as there was no commercial paper
outstanding.
At December 31, 2004, we had Japanese Yen 19.1 billion aggregate notional
principal amount of cross-currency interest rate swaps. During the second and
third quarters of 2005, our Japanese Yen based interest rate swaps matured and
were not replaced. The swaps effectively hedged our net investment in Japanese
Yen denominated assets. Also, during the second half of the year, we entered
into (euro)230.0 million aggregate notional principal amount
cross-currency interest rate swaps which mature in 2010. These swaps effectively
hedge our net investment in certain Euro-denominated assets.
We have established a centralized reporting system to evaluate the effects
of changes in interest rates, currency exchange rates and other relevant market
risks. We periodically determine the potential loss from market risk by
performing a value-at-risk computation. Value-at-risk analysis is a statistical
model that utilizes historic currency exchange and interest rate data to measure
the potential impact on future earnings of our existing portfolio of derivative
financial instruments. The value-at-risk analysis we performed on our December
31, 2005 portfolio of derivative financial instruments indicated that the risk
of loss was immaterial. Counterparty risk arises from the inability of a
counterparty to meet its obligations. To mitigate counterparty
F-27
OMNICOM GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
risk, we entered into derivative contracts with major well-known banks and
financial institutions that have credit ratings at least equal to our credit
rating. This system is designed to enable us to initiate remedial action, if
appropriate.
The foreign currency and swap contracts existing during the years ended
December 31, 2005 and 2004 were entered into for the purpose of seeking to
mitigate the risk of certain specific adverse currency risks. As a result of
these financial instruments, we reduced financial risk in exchange for foregoing
any gain (reward) that might have occurred if the markets moved favorably. In
using these contracts, management exchanged the risks of the financial markets
for counterparty risk. To minimize counterparty risk, we only enter into these
contracts with major well-known banks and financial institutions that have
credit ratings equal to or better than our credit rating.
13. New Accounting Pronouncements
The following pronouncements were either issued by the FASB or adopted by
us in 2003, 2004 and 2005, and impacted our financial statements as discussed
below:
o SFAS No. 146, Accounting for Costs Associated with Exit or Disposal
Activities ("SFAS 146"),
o SFAS No. 123, Accounting for Stock-Based Compensation ("SFAS 123"),
as amended by SFAS 148, Accounting for Stock-Based Compensation --
Transition and Disclosure -- An Amendment of FASB No. 123 ("SFAS
148") and as subsequently revised by SFAS No. 123 (Revised 2004) --
Share Based Payment ("SFAS 123R"),
o SFAS No. 150, Accounting for Certain Financial Instruments with
Characteristics of Both Liabilities and Equity ("SFAS 150"), and
o SFAS No. 154, Accounting Changes and Error Corrections -- a
replacement of APB Opinion No. 20 and FASB Statement No. 3 ("SFAS
154").
SFAS 146 requires costs associated with exit or disposal activities be
recognized and measured initially at fair value only when the liability is
incurred. SFAS 146 is effective for exit or disposal costs that are initiated
after December 31, 2002. We adopted SFAS 146 effective January 1, 2003. The
adoption did not have a material impact on our consolidated results of
operations or financial condition.
In accordance with SFAS No. 123, as amended by SFAS No. 148, we elected,
effective January 1, 2004, to account for stock-based employee compensation
using the fair value method. As a result, the fair value of stock-based employee
compensation, including unvested employee stock options issued and outstanding,
were recorded as an expense in the current year utilizing the retroactive
restatement method as set forth in SFAS 148. Accordingly, our results for the
prior years have been restated as if we had used the fair value method to
account for stock-based employee compensation. Pre-tax stock-based employee
compensation expense for the years ended December 31, 2005, 2004 and 2003 was
$87.0 million, $117.2 million and $133.1 million, respectively. Also in
connection with the restatement, our December 31, 2003 balance sheet reflects an
increase in deferred tax benefits of $120.5 million, an increase in additional
paid-in capital of $434.7 million, an increase in unamortized stock-based
compensation of $92.6 million and a decrease in retained earnings of $221.6
million.
In December 2004, the FASB issued SFAS No. 123 (Revised 2004) --
Share-Based Payment ("SFAS 123R") which is effective for the next fiscal year
beginning after June 15, 2005 and generally applies to grants made after
adoption. We plan to adopt SFAS 123R effective January 1, 2006. SFAS 123R
revises certain requirements of FASB Statement No. 123, Accounting for
Stock-Based Compensation. We do not expect these changes to have a material
impact on our consolidated results of operations or financial position.
Additional information also can be found in Note 1 regarding the changes
required by SFAS 123R and the impact on our financial statements.
F-28
OMNICOM GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
SFAS 150 establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability (or as an asset in some circumstances). We
adopted the standard, as modified by FSP 150-3, in the third quarter of 2003.
The adoption did not have an impact on, or result in additional disclosure in,
our consolidated results of operations or financial condition.
SFAS 154 provides guidance on the accounting for and reporting of
accounting changes and error corrections. SFAS 154 is effective for accounting
changes and error corrections made in fiscal years beginning after December 15,
2005. We are in the process of assessing the full impact; however, we believe
that the adoption of SFAS 154 will not have a material impact on our
consolidated results of operations or financial condition.
The FASB issued two staff positions on accounting for income taxes to
address recent changes enacted by the United States Congress. Staff Position FAS
109-1, Application of FASB Statement No. 109, Accounting for Income Taxes, for
the Tax Deduction Provided to U.S. Based Manufacturers by the American Jobs
Creation Act of 2004 (the "Jobs Act") ("FSP No. 109-1"), and Staff Position FAS
109-2, Accounting and Disclosure Guidance for the Foreign Earnings Repatriation
Provisions within the American Jobs Creation Act of 2004 ("FSP No. 109-2"). We
believe that FSP 109-1 does not apply to our business. In the fourth quarter of
2005, we repatriated $47.9 million of foreign earnings utilizing the 85%
dividend received deduction provided by the Jobs Act and in accordance with FSP
109-2, we recorded a $2.7 million domestic tax liability, which is included in
our full year effective tax rate of 34.0%.
The FASB Interpretation ("FIN") 46, Consolidation of Variable Interest
Entities -- An Interpretation of ARB No. 51 ("FIN 46") addresses the
consolidation by business enterprises of variable interest entities, as defined
in FIN 46, and is based on the concept that companies that control another
entity through interests, other than voting interests, should consolidate the
controlled entity. The consolidation requirements apply immediately to FIN 46
interests held in variable interest entities created after January 31, 2003 and
to interests held in variable interest entities that existed prior to February
1, 2003 and remain in existence as of July 1, 2003. The FASB subsequently issued
FIN 46R in December 2003, which modified certain provisions of FIN 46. The
effective date of FIN 46R applies to the first reporting period after March 15,
2004. The application of FIN 46 as originally issued and as revised by the
issuance of FIN 46R did not have an impact on, or result in additional
disclosure in, our consolidated results of operations or financial condition.
The FASB issued FIN 47, Accounting for Conditional Asset Retirement
Obligations -- An Interpretation of FASB Statement No. 143 ("FIN 47"). FIN 47
clarifies the timing of liability recognition for legal obligations associated
with the retirement of a tangible long-lived asset when the timing and/or method
of settlement are conditional on a future event. We adopted FIN 47 during the
fourth quarter of 2005. The adoption did not have a material impact on our
consolidated results of operations or financial condition.
The FASB issued several FASB Staff Positions ("FSP") during 2004 and 2005,
covering several topics that impact our financial statements. These topics
include:
o other-than-temporary impairment of certain investments ("FSP FAS
115-1" and "FSP FAS 124-1"),
o the classification of freestanding instruments ("FSP FAS 123(R)-1"),
o the clarification and definition of grant date ("FSP FAS 123(R)-2"),
o the transition election related to the tax effects of share-based
awards ("FSP FAS 123(R)-3"),
o the disclosure requirements related to contingently convertible
securities ("FSP FAS 129-1"),
o the accounting for variable interests of specific assets ("FSP FIN
46(R)-1"),
o the calculation of losses related to variable interests ("FSP FIN
46(R)-2"),
o the determination of direct or indirect voting rights ("FSP FIN
46(R)-3"),
F-29
OMNICOM GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
o guidance in implementing variable accounting in a lease transaction
("FSP FIN 46(R)-4" and "FSP FIN 46(R)-5"),
o accounting for freestanding financial instruments issued as employee
compensation ("FSP EITF 00-19-1"),
o accounting for other-than-temporary impairment on certain
investments ("FSP EITF Issue 03-1-1"), and
o accounting for other comprehensive income of an investee ("FSP APB
18-1").
The application of these FSPs did not have a material impact on our
consolidated result of operations or financial condition.
The Emerging Issues Task Force ("EITF") of the FASB released interpretive
guidance in 2003, 2004 and 2005 covering several topics that impact our
financial statements. These topics include:
o revenue arrangements with multiple deliverables ("EITF 00-21"),
o application of equity method accounting to investments other than
common stock ("EITF 02-14"),
o vendor rebates ("EITF 02-16"),
o customer relationship intangible assets acquired ("EITF 02-17"),
o other-than-temporary impairment related to certain investments
("EITF 03-1"),
o participating securities and the two-class method ("EITF 03-6"),
o reporting impairment or disposal of long-lived assets ("EITF
03-13"),
o accounting for investments in limited liability companies ("EITF
03-16"),
o accounting for pre-existing relationships with a business
combination ("EITF 04-1"),
o the effect of contingently convertible debt on diluted earnings per
share ("EITF 04-8"),
o aggregation of operating segments ("EITF 04-10"),
o accounting for certain derivative instruments ("EITF 05-2"),
o determining amortization periods for leasehold improvement ("EITF
05-6"), and
o income tax consequences of issuing convertible debt with beneficial
conversion features ("EITF 05-8").
The application of these guidance topics did not have a material impact on
our consolidated results of operations or financial condition.
14. Subsequent Event
In February 2006, we paid $39.2 million to qualified noteholders of our
2031 Notes as an incentive to the holders not to exercise their February 2006
put right. Accordingly, none of our 2031 Notes were put back to us. This payment
is being amortized ratably through the next put date in February 2007.
F-30
OMNICOM GROUP INC. AND SUBSIDIARIES
Quarterly Results of Operations (Unaudited)
The following table sets forth a summary of the Company's unaudited
quarterly results of operations for the years ended December 31, 2005 and 2004,
in millions of dollars, except for per share amounts.
Quarter
----------------------------------------------
First Second Third Fourth
----- ------ ----- ------
Revenue
2005............................................ $2,403.0 $2,615.8 $2,522.9 $2,939.4
2004............................................ 2,231.4 2,407.8 2,319.0 2,789.0
Operating Profit
2005............................................ 257.3 382.0 274.5 426.1
2004............................................ 229.3 343.7 247.4 394.9
Income After Income Taxes
2005............................................ 159.1 243.4 171.3 271.7
2004............................................ 145.3 223.3 158.3 255.5
Net Income
2005............................................ 150.5 225.8 161.7 252.6
2004............................................ 135.6 206.1 145.3 236.5
Net Income Per Share -- Basic
2005............................................ 0.82 1.24 0.90 1.42
2004............................................ 0.72 1.10 0.79 1.28
Net Income Per Share -- Diluted
2005............................................ 0.82 1.24 0.90 1.41
2004............................................ 0.72 1.10 0.79 1.28
F-31
Schedule II
OMNICOM GROUP INC. AND SUBSIDIARIES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
For the Three Years Ended December 31, 2005
(Dollars in millions)
================================================================================================================
Column A Column B Column C Column D Column E
- ----------------------------------------------------------------------------------------------------------------
Translation
Balance at Charged Removal of Adjustments Balance
Beginning to Costs Uncollectible (Increase) at End of
Description of Period and Expenses Receivables (1) Decrease Period
- ----------------------------------------------------------------------------------------------------------------
Valuation accounts deducted from
Assets to which they apply --
Allowance for doubtful accounts:
December 31, 2005........................ $67.8 $10.0 $19.7 $ 4.2 $53.9
December 31, 2004........................ 69.7 19.3 24.0 (2.8) 67.8
December 31, 2003........................ 75.6 12.9 24.6 (5.8) 69.7
- ----------
(1) Net of acquisition date balances in allowance for doubtful accounts of
companies acquired of $0.7 million, $0.1 million and $0.6 million in 2005,
2004 and 2003, respectively.
S-1