New York
|
13-1514814
|
(State or other jurisdiction of incorporation or organization)
|
(IRS Employer Identification No.)
|
|
|
437 Madison Avenue, New York, New York
|
10022
|
(Address of principal executive offices)
|
(Zip Code)
|
Yes
|
þ
|
|
No
|
|
Yes
|
þ
|
|
No
|
|
Large accelerated filer
|
þ
|
|
Accelerated filer
|
|
|
|
|
|
|
Non-accelerated filer
|
|
|
Smaller reporting company
|
|
Yes
|
|
|
No
|
þ
|
|
|
|
Page No.
|
PART I.
|
|
FINANCIAL INFORMATION
|
|
Item 1.
|
|
|
|
|
|
||
|
|
||
|
|
||
|
|
||
Item 2.
|
|
||
Item 3.
|
|
||
Item 4.
|
|
||
|
|
|
|
PART II.
|
|
OTHER INFORMATION
|
|
Item 1.
|
|
||
Item 1A.
|
|
||
Item 2.
|
|
||
Item 6.
|
|
||
|
|
|
September 30,
2011 |
|
December 31,
2010 |
||||
|
|
|
|
||||
|
|
|
|
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
900.6
|
|
|
$
|
2,288.7
|
|
Short-term investments, at cost
|
11.4
|
|
|
11.3
|
|
||
Accounts receivable, net of allowance for doubtful accounts
|
|
|
|
||||
of $41.1 and $46.7
|
5,971.4
|
|
|
5,977.2
|
|
||
Work in process
|
799.1
|
|
|
707.6
|
|
||
Other current assets
|
1,292.2
|
|
|
1,209.3
|
|
||
|
|
|
|
||||
|
|
|
|
||||
Total Current Assets
|
8,974.7
|
|
|
10,194.1
|
|
||
|
|
|
|
||||
|
|
|
|
||||
Property, Plant and Equipment
|
|
|
|
||||
at cost, less accumulated depreciation of $1,201.3 and $1,168.3
|
632.1
|
|
|
653.3
|
|
||
Investments In Affiliates
|
199.0
|
|
|
299.1
|
|
||
Goodwill
|
8,397.5
|
|
|
7,809.1
|
|
||
Intangible Assets, net of accumulated amortization of $400.3 and $354.8
|
436.0
|
|
|
278.2
|
|
||
Deferred Tax Assets
|
—
|
|
|
14.2
|
|
||
Other Assets
|
296.7
|
|
|
318.1
|
|
||
|
|
|
|
||||
|
|
|
|
||||
|
|
|
|
||||
TOTAL ASSETS
|
$
|
18,936.0
|
|
|
$
|
19,566.1
|
|
|
|
|
|
||||
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
6,948.1
|
|
|
$
|
7,726.9
|
|
Customer advances
|
1,224.4
|
|
|
1,187.1
|
|
||
Current portion of debt
|
1.0
|
|
|
1.4
|
|
||
Short-term borrowings
|
16.4
|
|
|
50.2
|
|
||
Taxes payable
|
159.7
|
|
|
176.3
|
|
||
Other current liabilities
|
1,851.3
|
|
|
1,881.2
|
|
||
|
|
|
|
||||
|
|
|
|
||||
Total Current Liabilities
|
10,200.9
|
|
|
11,023.1
|
|
||
|
|
|
|
||||
|
|
|
|
||||
|
|
|
|
||||
Long-Term Notes Payable
|
2,524.8
|
|
|
2,465.1
|
|
||
Convertible Debt
|
659.4
|
|
|
659.5
|
|
||
Long-Term Liabilities
|
611.3
|
|
|
576.5
|
|
||
Long-Term Deferred Tax liabilities
|
833.3
|
|
|
747.7
|
|
||
Commitments and Contingent Liabilities (See Note 12)
|
|
|
|
|
|||
Temporary Equity - Redeemable Noncontrolling Interests
|
193.6
|
|
|
201.1
|
|
||
Equity:
|
|
|
|
||||
Shareholders’ Equity:
|
|
|
|
||||
Preferred stock
|
—
|
|
|
—
|
|
||
Common stock
|
59.6
|
|
|
59.6
|
|
||
Additional paid-in capital
|
1,201.4
|
|
|
1,271.9
|
|
||
Retained earnings
|
7,522.0
|
|
|
7,052.5
|
|
||
Accumulated other comprehensive income (loss)
|
(164.6
|
)
|
|
(106.4
|
)
|
||
Treasury stock, at cost
|
(5,171.6
|
)
|
|
(4,697.1
|
)
|
||
|
|
|
|
||||
|
|
|
|
||||
Total Shareholders’ Equity
|
3,446.8
|
|
|
3,580.5
|
|
||
Noncontrolling interests
|
465.9
|
|
|
312.6
|
|
||
|
|
|
|
||||
|
|
|
|
||||
Total Equity
|
3,912.7
|
|
|
3,893.1
|
|
||
|
|
|
|
||||
|
|
|
|
||||
|
|
|
|
||||
TOTAL LIABILITIES AND EQUITY
|
$
|
18,936.0
|
|
|
$
|
19,566.1
|
|
|
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
3,380.9
|
|
|
$
|
2,994.6
|
|
|
$
|
10,019.6
|
|
|
$
|
8,955.7
|
|
Operating Expenses
|
3,007.5
|
|
|
2,680.5
|
|
|
8,835.9
|
|
|
7,935.1
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Operating Income
|
373.4
|
|
|
314.1
|
|
|
1,183.7
|
|
|
1,020.6
|
|
||||
Interest Expense
|
39.8
|
|
|
36.1
|
|
|
118.6
|
|
|
95.9
|
|
||||
Interest Income
|
7.9
|
|
|
6.3
|
|
|
26.8
|
|
|
18.2
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Income Before Income Taxes and
|
|
|
|
|
|
|
|
||||||||
Income From Equity Method Investments
|
341.5
|
|
|
284.3
|
|
|
1,091.9
|
|
|
942.9
|
|
||||
Income Tax Expense
|
117.1
|
|
|
96.9
|
|
|
349.0
|
|
|
320.8
|
|
||||
Income From Equity Method Investments
|
4.5
|
|
|
8.2
|
|
|
10.3
|
|
|
23.1
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net Income
|
228.9
|
|
|
195.6
|
|
|
753.2
|
|
|
645.2
|
|
||||
Less: Net Income Attributed To
|
|
|
|
|
|
|
|
||||||||
Noncontrolling Interests
|
25.2
|
|
|
21.0
|
|
|
72.5
|
|
|
64.0
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net Income - Omnicom Group Inc.
|
$
|
203.7
|
|
|
$
|
174.6
|
|
|
$
|
680.7
|
|
|
$
|
581.2
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net Income Per Share - Omnicom Group Inc.:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.73
|
|
|
$
|
0.58
|
|
|
$
|
2.41
|
|
|
$
|
1.90
|
|
Diluted
|
$
|
0.72
|
|
|
$
|
0.57
|
|
|
$
|
2.37
|
|
|
$
|
1.88
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Dividends Declared Per Common Share
|
$
|
0.25
|
|
|
$
|
0.20
|
|
|
$
|
0.75
|
|
|
$
|
0.60
|
|
|
Nine Months Ended
September 30, |
||||||
|
|
|
|
||||
|
|
|
|
||||
|
2011
|
|
2010
|
||||
|
|
|
|
||||
|
|
|
|
||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net income
|
$
|
753.2
|
|
|
$
|
645.2
|
|
Adjustments to reconcile net income to net cash
provided by operating activities:
|
|
|
|
||||
Depreciation
|
135.9
|
|
|
134.9
|
|
||
Amortization of intangible assets
|
67.7
|
|
|
50.7
|
|
||
Amortization of deferred gain from termination of interest rate swaps
|
(0.9
|
)
|
|
—
|
|
||
Remeasurement gain, equity interest in Clemenger Group
|
(123.4
|
)
|
|
—
|
|
||
Share-based compensation
|
52.7
|
|
|
51.9
|
|
||
Excess tax benefit from share-based compensation
|
(27.4
|
)
|
|
(16.4
|
)
|
||
Other, net
|
7.8
|
|
|
(23.5
|
)
|
||
Proceeds from termination of interest rate swaps
|
38.8
|
|
|
—
|
|
||
Change in operating capital
|
(903.9
|
)
|
|
(799.3
|
)
|
||
|
|
|
|
||||
|
|
|
|
||||
Net Cash Provided By Operating Activities
|
0.5
|
|
|
43.5
|
|
||
|
|
|
|
||||
|
|
|
|
||||
Cash Flows from Investing Activities:
|
|
|
|
||||
Payments to acquire property, plant and equipment
|
(114.2
|
)
|
|
(98.1
|
)
|
||
Payments to acquire businesses and interests in affiliates, net of cash acquired
|
(314.8
|
)
|
|
(115.4
|
)
|
||
Payments to acquire investments
|
(11.6
|
)
|
|
(2.5
|
)
|
||
Proceeds from sales of investments
|
27.9
|
|
|
6.8
|
|
||
|
|
|
|
||||
|
|
|
|
||||
Net Cash Used In Investing Activities
|
(412.7
|
)
|
|
(209.2
|
)
|
||
|
|
|
|
||||
|
|
|
|
||||
Cash Flows from Financing Activities:
|
|
|
|
||||
Repayments of short-term debt
|
(35.7
|
)
|
|
—
|
|
||
Proceeds from short-term debt
|
—
|
|
|
33.1
|
|
||
Proceeds from borrowings
|
—
|
|
|
990.4
|
|
||
Repayments of convertible debt
|
(0.1
|
)
|
|
(66.5
|
)
|
||
Payments of dividends
|
(199.0
|
)
|
|
(169.2
|
)
|
||
Payments for repurchase of common stock
|
(717.9
|
)
|
|
(567.0
|
)
|
||
Proceeds from stock plans
|
104.7
|
|
|
105.2
|
|
||
Payments for acquisition of additional noncontrolling interests
|
(28.0
|
)
|
|
(26.5
|
)
|
||
Payments of dividends to noncontrolling interest shareholders
|
(69.8
|
)
|
|
(64.6
|
)
|
||
Excess tax benefit on share-based compensation
|
27.4
|
|
|
16.4
|
|
||
Other, net
|
(26.3
|
)
|
|
6.0
|
|
||
|
|
|
|
||||
|
|
|
|
||||
Net Cash (Used In) Provided By Financing Activities
|
(944.7
|
)
|
|
257.3
|
|
||
|
|
|
|
||||
|
|
|
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
(31.2
|
)
|
|
10.7
|
|
||
|
|
|
|
||||
|
|
|
|
||||
Net (Decrease) Increase in Cash and Cash Equivalents
|
(1,388.1
|
)
|
|
102.3
|
|
||
|
|
|
|
||||
Cash and Cash Equivalents at the Beginning of the Period
|
2,288.7
|
|
|
1,587.0
|
|
||
|
|
|
|
||||
|
|
|
|
||||
Cash and Cash Equivalents at the End of the Period
|
$
|
900.6
|
|
|
$
|
1,689.3
|
|
|
|
|
|
1.
|
Presentation of Financial Statements
|
2.
|
New Accounting Standards
|
3.
|
Net Income per Common Share
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net Income Available for Common Shares:
|
|
|
|
|
|
|
|
||||||||
Net income - Omnicom Group Inc.
|
$
|
203.7
|
|
|
$
|
174.6
|
|
|
$
|
680.7
|
|
|
$
|
581.2
|
|
Net income allocated to participating securities
|
(2.3
|
)
|
|
(1.7
|
)
|
|
(7.3
|
)
|
|
(5.6
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income available for common shares
|
$
|
201.4
|
|
|
$
|
172.9
|
|
|
$
|
673.4
|
|
|
$
|
575.6
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Weighted Average Shares:
|
|
|
|
|
|
|
|
||||||||
Basic
|
277.1
|
|
|
299.3
|
|
|
279.8
|
|
|
302.7
|
|
||||
Dilutive stock options and restricted shares
|
4.3
|
|
|
4.2
|
|
|
4.5
|
|
|
4.2
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Diluted
|
281.4
|
|
|
303.5
|
|
|
284.3
|
|
|
306.9
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Anti-dilutive stock options and restricted shares
|
2.1
|
|
|
9.1
|
|
|
1.6
|
|
|
9.0
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net Income per Common Share - Omnicom Group Inc.:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.73
|
|
|
$
|
0.58
|
|
|
$
|
2.41
|
|
|
$
|
1.90
|
|
Diluted
|
0.72
|
|
|
0.57
|
|
|
2.37
|
|
|
1.88
|
|
4.
|
Comprehensive Income (Loss)
|
5.
|
Debt
|
|
2011
|
|
2010
|
||||
|
|
|
|
||||
|
|
|
|
||||
Credit facility
|
$
|
2,000.0
|
|
|
$
|
2,000.0
|
|
Uncommitted lines of credit
|
1,031.5
|
|
|
610.4
|
|
||
|
|
|
|
||||
|
|
|
|
||||
Available and unused lines of credit
|
$
|
3,031.5
|
|
|
$
|
2,610.4
|
|
|
|
|
|
|
2011
|
|
2010
|
||||
|
|
|
|
||||
|
|
|
|
||||
5.90% Senior Notes due April 15, 2016
|
$
|
1,000.0
|
|
|
$
|
1,000.0
|
|
6.25% Senior Notes due July 15, 2019
|
500.0
|
|
|
500.0
|
|
||
4.45% Senior Notes due August 15, 2020
|
1,000.0
|
|
|
1,000.0
|
|
||
Other notes and loans
|
1.4
|
|
|
1.5
|
|
||
|
|
|
|
||||
|
|
|
|
||||
|
2,501.4
|
|
|
2,501.5
|
|
||
Unamortized discount on Senior Notes
|
(7.9
|
)
|
|
(8.7
|
)
|
||
Deferred gain from termination of interest rate swaps on Senior Notes due 2016
|
32.3
|
|
|
—
|
|
||
Fair value hedge adjustment on Senior Notes due 2016
|
—
|
|
|
(26.3
|
)
|
||
|
|
|
|
||||
|
|
|
|
||||
|
2,525.8
|
|
|
2,466.5
|
|
||
Less current portion
|
1.0
|
|
|
1.4
|
|
||
|
|
|
|
||||
|
|
|
|
||||
Long-term notes payable
|
$
|
2,524.8
|
|
|
$
|
2,465.1
|
|
|
|
|
|
6.
|
Segment Reporting
|
|
|
Americas
|
|
EMEA
|
|
Asia /
Australia
|
||||||
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
2011
|
|
|
|
|
|
|
||||||
|
Revenue - three months ended
|
$
|
1,934.1
|
|
|
$
|
1,092.8
|
|
|
$
|
354.0
|
|
|
Revenue - nine months ended
|
5,815.9
|
|
|
3,243.6
|
|
|
960.1
|
|
|||
|
Long-lived assets and goodwill
|
5,953.4
|
|
|
2,625.5
|
|
|
450.7
|
|
|||
2010
|
|
|
|
|
|
|
||||||
|
Revenue - three months ended
|
$
|
1,801.1
|
|
|
$
|
958.5
|
|
|
$
|
235.0
|
|
|
Revenue - nine months ended
|
5,405.9
|
|
|
2,894.6
|
|
|
655.2
|
|
|||
|
Long-lived assets and goodwill
|
5,705.8
|
|
|
2,533.4
|
|
|
124.8
|
|
7.
|
Pension and Other Postemployment Benefits
|
|
2011
|
|
2010
|
||||
|
|
|
|
||||
|
|
|
|
||||
Service cost
|
$
|
4.1
|
|
|
$
|
2.8
|
|
Interest cost
|
3.8
|
|
|
3.8
|
|
||
Expected return on plan assets
|
(1.8
|
)
|
|
(1.8
|
)
|
||
Amortization of prior service cost
|
2.4
|
|
|
2.0
|
|
||
Amortization of actuarial (gains) losses
|
0.4
|
|
|
0.2
|
|
||
Curtailments and settlements
|
—
|
|
|
1.3
|
|
||
|
|
|
|
||||
|
|
|
|
||||
|
$
|
8.9
|
|
|
$
|
8.3
|
|
|
|
|
|
|
2011
|
|
2010
|
||||
|
|
|
|
||||
|
|
|
|
||||
Service cost
|
$
|
2.9
|
|
|
$
|
1.4
|
|
Interest cost
|
3.5
|
|
|
2.9
|
|
||
Expected return on plan assets
|
N/A
|
|
|
N/A
|
|
||
Amortization of prior service cost
|
1.6
|
|
|
0.5
|
|
||
Amortization of actuarial (gains) losses
|
0.5
|
|
|
0.7
|
|
||
|
|
|
|
|
|
||
|
|
|
|
||||
|
$
|
8.5
|
|
|
$
|
5.5
|
|
|
|
|
|
8.
|
Acquisition of Controlling Interest in Equity Method Investment
|
9.
|
Repositioning Actions and Supplemental Data
|
Severance
|
$
|
92.8
|
|
Real estate lease terminations
|
15.3
|
|
|
Asset and goodwill write-offs related to disposals and other costs
|
23.2
|
|
|
|
|
||
|
|
||
|
$
|
131.3
|
|
|
|
|
2011
|
|
2010
|
||||
|
|
|
|
||||
|
|
|
|
||||
Decrease in accounts receivable
|
$
|
85.1
|
|
|
$
|
143.4
|
|
Increase in work in progress and other current assets
|
(208.2
|
)
|
|
(267.1
|
)
|
||
Decrease in accounts payable
|
(780.7
|
)
|
|
(646.2
|
)
|
||
Decrease in customer advances and other current liabilities
|
(266.4
|
)
|
|
(112.1
|
)
|
||
Change in other assets and liabilities, net
|
266.3
|
|
|
82.7
|
|
||
|
|
|
|
||||
|
|
|
|
||||
Change in operating capital
|
$
|
(903.9
|
)
|
|
$
|
(799.3
|
)
|
|
|
|
|
||||
|
|
|
|
||||
Income taxes paid
|
$
|
246.9
|
|
|
$
|
223.6
|
|
Interest paid
|
$
|
101.5
|
|
|
$
|
103.8
|
|
10.
|
Income Taxes
|
11.
|
Intangible Assets
|
|
2011
|
|
2010
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Gross
Carrying
Value
|
|
Accumulated
Amortization
|
|
Net
Carrying
Value
|
|
Gross
Carrying
Value
|
|
Accumulated
Amortization
|
|
Net
Carrying
Value
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intangible assets subject to
impairment tests:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
$
|
8,974.2
|
|
|
$
|
576.7
|
|
|
$
|
8,397.5
|
|
|
$
|
8,386.7
|
|
|
$
|
577.6
|
|
|
$
|
7,809.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other identifiable intangible
assets subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchased and internally developed software
|
$
|
267.7
|
|
|
$
|
209.2
|
|
|
$
|
58.5
|
|
|
$
|
260.5
|
|
|
$
|
205.3
|
|
|
$
|
55.2
|
|
Customer related and other
|
568.6
|
|
|
191.1
|
|
|
377.5
|
|
|
372.5
|
|
|
149.5
|
|
|
223.0
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
$
|
836.3
|
|
|
$
|
400.3
|
|
|
$
|
436.0
|
|
|
$
|
633.0
|
|
|
$
|
354.8
|
|
|
$
|
278.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011
|
|
2010
|
||||
|
|
|
|
||||
|
|
|
|
||||
Balance January 1
|
$
|
7,809.1
|
|
|
$
|
7,641.2
|
|
Acquisitions
|
640.8
|
|
|
168.5
|
|
||
Dispositions
|
(10.0
|
)
|
|
(3.8
|
)
|
||
Foreign currency translation
|
(42.4
|
)
|
|
(79.4
|
)
|
||
|
|
|
|
||||
|
|
|
|
||||
Balance September 30
|
$
|
8,397.5
|
|
|
$
|
7,726.5
|
|
|
|
|
|
12.
|
Commitments and Contingent Liabilities
|
13.
|
Fair Value
|
September 30, 2011
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Balance Sheet Classification
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
900.6
|
|
|
|
|
|
|
$
|
900.6
|
|
|
|
||
Short-term investments
|
11.4
|
|
|
|
|
|
|
11.4
|
|
|
|
||||
Available-for-sale securities
|
3.5
|
|
|
|
|
|
|
3.5
|
|
|
Other Assets
|
||||
|
|
|
|
|
|
|
|
|
|
||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forward foreign exchange contracts
|
|
|
|
$
|
18.4
|
|
|
|
|
$
|
18.4
|
|
|
Other Current Liabilities
|
December 31, 2010
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Balance Sheet Classification
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
2,288.7
|
|
|
|
|
|
|
$
|
2,288.7
|
|
|
|
||
Short-term investments
|
11.3
|
|
|
|
|
|
|
11.3
|
|
|
|
||||
Forward foreign exchange contracts
|
|
|
$
|
7.2
|
|
|
|
|
7.2
|
|
|
Other Current Assets
|
|||
Available-for-sale securities
|
3.4
|
|
|
|
|
|
|
3.4
|
|
|
Other Assets
|
||||
|
|
|
|
|
|
|
|
|
|
||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps
|
|
|
$
|
24.2
|
|
|
|
|
$
|
24.2
|
|
|
Long-Term Liabilities
|
14.
|
Subsequent Events
|
•
|
The foreign exchange impact 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
$3,263.3 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
$3,380.9 million
less
$3,263.3 million
for the Total column in the table).
|
•
|
The acquisition component is calculated by aggregating the applicable prior period revenue of the acquired businesses, less revenue of any business included in the prior period reported revenue that was disposed of subsequent to the period.
|
•
|
Organic growth is calculated by subtracting both the foreign exchange and acquisition revenue components from total revenue growth.
|
•
|
The percentage change is calculated by dividing the individual component amount by the prior period revenue base of that component (in the case
$2,994.6 million
for the Total column in the table).
|
|
Total
|
|
Domestic
|
|
International
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Nine months ended September 30, 2010
|
$
|
8,955.7
|
|
|
—
|
|
|
$
|
4,846.7
|
|
|
—
|
|
|
$
|
4,109.0
|
|
|
—
|
|
Components of revenue change:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Foreign exchange impact
|
322.5
|
|
|
3.6
|
%
|
|
—
|
|
|
—
|
%
|
|
322.5
|
|
|
7.8
|
%
|
|||
Acquisitions, net of dispositions
|
156.0
|
|
|
1.8
|
%
|
|
(17.3
|
)
|
|
(0.4
|
)%
|
|
173.3
|
|
|
4.2
|
%
|
|||
Organic growth
|
585.4
|
|
|
6.5
|
%
|
|
290.6
|
|
|
6.0
|
%
|
|
294.8
|
|
|
7.2
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Nine months ended September 30, 2011
|
$
|
10,019.6
|
|
|
11.9
|
%
|
|
$
|
5,120.0
|
|
|
5.6
|
%
|
|
$
|
4,899.6
|
|
|
19.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
The foreign exchange impact 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
$9,697.1 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
$10,019.6 million
less
$9,697.1 million
for the Total column in the table).
|
•
|
The acquisition component is calculated by aggregating the applicable prior period revenue of the acquired businesses, less revenue of any business included in the prior period reported revenue that was disposed of subsequent to the period.
|
•
|
Organic growth is calculated by subtracting both the foreign exchange and acquisition revenue components from total revenue growth.
|
•
|
The percentage change is calculated by dividing the individual component amount by the prior period revenue base of that component (in the case
$8,955.7 million
for the Total column in the table).
|
Average amount outstanding during the quarter
|
$
|
750.3
|
|
Maximum amount outstanding during the quarter
|
$
|
1,084.0
|
|
Total issuances during the quarter
|
$
|
5,414.9
|
|
Average days outstanding
|
12.75
|
|
|
Weighted average interest rate
|
0.37
|
%
|
|
Debt
Outstanding
|
|
Available
Credit
|
||||
|
|
|
|
||||
|
|
|
|
||||
Short-term borrowings (due in less than one year)
|
$
|
16.4
|
|
|
$
|
—
|
|
Commercial paper issued under
$2.0 billion credit facility due December 9, 2013
|
—
|
|
|
2,000.0
|
|
||
5.90% Senior Notes due April 15, 2016
|
1,000.0
|
|
|
—
|
|
||
6.25% Senior Notes due July 15, 2019
|
500.0
|
|
|
—
|
|
||
4.45% Senior Notes due August 15, 2020
|
1,000.0
|
|
|
—
|
|
||
Convertible notes due July 31, 2032
|
252.7
|
|
|
—
|
|
||
Convertible notes due June 15, 2033
|
0.1
|
|
|
—
|
|
||
Convertible notes due July 1, 2038
|
406.6
|
|
|
—
|
|
||
Other debt
|
1.4
|
|
|
—
|
|
||
Unamortized discount on Senior Notes
|
(7.9
|
)
|
|
—
|
|
||
Deferred gain from termination of interest rate swaps on Senior Notes due 2016
|
32.3
|
|
|
—
|
|
||
|
|
|
|
||||
|
|
|
|
||||
|
$
|
3,201.6
|
|
|
$
|
2,000.0
|
|
|
|
|
|
Remainder
2011 |
|
2012
|
|
2013
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$—
|
|
$35
|
|
$7
|
|
$42
|
Period
|
|
Total
Number of
Shares Purchased
|
|
Average
Price Paid
Per Share
|
|
Total Number
of Shares Purchased
as Part of Publicly
Announced Plans
or Programs
|
|
Maximum Number
of Shares that May
Yet Be Purchased Under
the Plans or Programs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 2011
|
|
252,660
|
|
$48.17
|
|
—
|
|
—
|
August 2011
|
|
299,987
|
|
$40.45
|
|
—
|
|
—
|
September 2011
|
|
749,872
|
|
$37.47
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
1,302,519
|
|
$40.23
|
|
—
|
|
—
|
3.1
|
Certificate of Incorporation of Omnicom Group Inc.
|
|
|
3.2
|
By-laws of Omnicom Group Inc., as amended and restated on May 24, 2011 (Exhibit 3.2 to our Current Report on Form 8-K (File No. 1-10551) dated May 26, 2011 and incorporated herein by reference).
|
|
|
10.1
|
Amended and Restated Five Year Credit Agreement, dated as of October 12, 2011, by and among Omnicom Capital Inc., a Connecticut corporation, Omnicom Finance plc, a public limited company organized under the laws of England and Wales, Omnicom Group Inc., a New York corporation, the banks, financial institutions and other institutional lenders and initial issuing banks listed on the signature pages thereof, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as lead arrangers and book managers, JPMorgan Chase Bank, N.A. and Bank of America, N.A., as syndication agents, HSBC Bank USA, National Association, Wells Fargo Bank, National Association and Banco Bilbao Vizcaya Argentaria, S.A. New York Branch, as documentation agents, and Citibank, N.A., as administrative agent for the lenders (Exhibit 10.1 to our Current Report on Form 8-K (File No. 1-10551) dated October 13, 2011 and incorporated herein by reference).
|
|
|
31.1
|
Certification of the Chief Executive Officer and President required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
|
|
|
31.2
|
Certification of the 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 required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350.
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32.2
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Certification of 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. §1350.
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101
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Interactive Data File.
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OMNICOM GROUP INC.
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Dated:
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October 20, 2011
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/s/ Randall J. Weisenburger
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Randall J. Weisenburger
Executive Vice President
and Chief Financial Officer
(on behalf of Omnicom Group Inc.
and as Principal Financial Officer)
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Exhibit 3.1
RESTATED
CERTIFICATE OF INCORPORATION
OF
OMNICOM GROUP INC.
Under Section 807 of the Business Corporation Law of the State of New York
1. |
The name of the Corporation is Omnicom Group Inc.
The name under which the corporation was formed is Maxwell Dane, Inc. |
2. | The certificate of incorporation was filed by the department of state on the 17 th day of November, 1944. |
3. | The text of the certificate of incorporation is hereby amended to effect the following changes: |
Article EIGHTH of the Certificate of Incorporation respecting the directors of the corporation is amended to read:
EIGHTH: The number of directors shall be fixed by the By-Laws, or by action of the shareholders or the Board of Directors under specific provisions of a By-Law adopted by the shareholders entitled to vote in an election for directors. If the shareholders are empowered by the By-Laws or by law to change the number of directors constituting the entire Board of Directors, the affirmative vote of the holders of a majority of the votes cast for such action shall be required for the shareholders to change the number of directors constituting the entire Board of Directors. Directors will be elected at each annual meeting of shareholders. If the shareholders are empowered by the By-Laws or by law to remove a director (for cause or otherwise), the exercise of that power will require the affirmative vote of the holders of a majority of the votes cast for such action.
Article TENTH, requiring the affirmative vote of holders of two-thirds in voting power of the outstanding shares of stock of the corporation to approve (a) the adoption, amendment or repeal of any provision of the By-Laws, or (b) the amendment or repeal of Article Eighth or Article Ninth of the Certificate of Incorporation, is deleted.
Article ELEVENTH is renumbered as Article TENTH.
A new Article ELEVENTH respecting shareholder action by written consent is added to the Certificate of Incorporation reading as follows:
ELEVENTH: Notwithstanding any provisions in the By-Laws to the contrary, whenever shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of outstanding shares having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
The shareholder or shareholders proposing to take such action shall give notice of the proposed action, which notice shall be in writing and delivered to and received by the Secretary at the principal office of the Corporation not less than ninety days before the proposed effective date of such action.
The text of the Certificate of Incorporation, as amended, is hereby restated as amended to read as herein set forth in full:
CERTIFICATE
OF INCORPORATION
OF
OMNICOM GROUP INC.
FIRST: The name of the corporation is Omnicom Group Inc.
SECOND: The purposes for which the corporation is formed is to engage in any lawful act or activity for which corporations may be organized under the New York Business Corporation Law, provided that the corporation will, not engage in any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.
THIRD: The office of the corporation in the State of New York shall be located in the County of New York.
FOURTH: The total number of shares of stock which the Corporation will have authority to issue is 1,007,500,000 shares. Of these, 1,000,000,000 shares are classified as Common Stock, par value $.15 per share, and 7,500,000 shares are classified as Preferred Stock, par value $1.00 per share.
The Board of Directors is authorized to divide the 7,500,000 shares of Preferred Stock from time to time into one or more series, and to determine or change by resolution for each series its designation, the number of shares of the series and the powers, preferences and rights, and the qualifications, limitations or restrictions of the shares of the series. The resolution or resolutions of the Board of Directors providing for the division of Preferred Stock into series within a class may include the following provisions:
(1) The distinctive designation of each series and the maximum number of shares of each series which may be issued, which number may be increased (except where otherwise provided by the Board of Directors in creating the series) or decreased (but not below the number of shares of the series then outstanding) from time to time by action of the Board of Directors;
(2) Whether the holders of the shares of each series are entitled to vote and, if so, the matters on which they are entitled to vote, the number of votes to which the holder of each share is entitled, and whether the shares of the series are to be voted separately or together with shares of other series;
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(3) The dividends to which holders of shares of each series will be entitled; any restrictions, conditions or limitations upon the payment of those dividends; whether the dividends will be cumulative and, if cumulative, the date or dates from which the dividends will be cumulative;
(4) Whether the shares of one or more series will be subject to redemption and, if so, whether redemption will be mandatory or optional and if optional, at whose option, the manner of selecting shares for redemption, the redemption price and the manner, of redemption;
(5) The amount payable on shares of each series if there is a liquidation, dissolution or winding up of the Corporation which amount may vary at different dates and depending upon whether the liquidation, dissolution or winding up is voluntary or involuntary;
(6) The obligation, if any, of the Corporation to maintain a purchase, retirement or sinking fund for shares of each series;
(7) Whether the shares of one or more series will be convertible into, or exchangeable for, any other types of securities, either at the option of the holder or of the Corporation and, if so, the terms of the conversions or exchanges;
(8) Any other provisions regarding the powers, preferences and rights, and the qualifications limitations or restrictions, of each series which are not inconsistent with applicable law.
All shares of a series of Preferred Stock will be identical with each other in all respects, except that shares of any one series issued at different times may differ as to the dates from which dividends on those shares, if cumulative, shall cumulate.
FIFTH: No holder of any of the shares of any class of the corporation shall be entitled as of right to subscribe for, purchase, or otherwise acquire any shares of any class of the corporation which the corporation proposes to issue or any rights or options which the corporation proposes to grant for the purchase of shares of any class of the corporation or for the purchase of any shares, bonds, securities, or obligations of the corporation which are convertible into or exchangeable for, or which carry any rights, to subscribe for, purchase, or otherwise acquire shares of any class of the corporation; and any and all of such shares, bonds, securities or obligations of the corporation, whether now or hereafter authorized or created, may be issued, or may be reissued or transferred if the same have been reacquired and have treasury status, and any and all of such rights and options may be granted by the Board of Directors to such persons, firms, corporations and associations, and for such lawful consideration, and on such terms, as the Board of Directors in its discretion may determine, without first offering the same, or any part thereof, to any said holder. Without limiting the generality of the foregoing stated denial of any and all preemptive rights, no holder of shares of any class of the corporation shall have any preemptive rights in respect of the matters, proceedings or transactions specified in subparagraphs (1) to (6), inclusive, of paragraph (e) of Section 622 of the Business Corporation Law.
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SIXTH: The duration of the corporation shall be perpetual.
SEVENTH: The Secretary of State is designated as the agent of the corporation upon whom process against the corporation may be served, and the address to which the Secretary of State shall mail a copy of any process against the corporation served upon him is: Michael O’Brien, 437 Madison Avenue, New York, N.Y. 10022.
EIGHTH: The number of directors shall be fixed by the By-Laws, or by action of the shareholders or the Board of Directors under specific provisions of a By-Law adopted by the shareholders entitled to vote in an election for directors. If the shareholders are empowered by the By-Laws or by law to change the number of directors constituting the entire Board of Directors, the affirmative vote of the holders of a majority of the votes cast for such action shall be required for the shareholders to change the number of directors constituting the entire Board of Directors. Directors will be elected at each annual meeting of shareholders. If the shareholders are empowered by the By-Laws or by law to remove a director (for cause or otherwise), the exercise of that power will require the affirmative vote of the holders of a majority of the votes cast for such action.
NINTH: A director of the corporation shall not be personally liable to the corporation or its shareholders for damages for breach of fiduciary duty as a director, except where a judgment or other final adjudication adverse to a director establishes that such director’s acts or omissions were in bad faith or involved intentional misconduct or knowing violation of law or where such director personally gained in fact a financial profit or other advantage to which such director was not legally entitled or where such director’s acts violated Section 719 of The New York Business Corporation Law. Any repeal or modification of this Article Ninth shall not adversely effect any right or protection of a director of the corporation under this Article Ninth in respect of any acts or omissions of such director which occurred prior to such repeal or modification.
TENTH: Except as may otherwise be specifically provided in this Certificate of Incorporation, no provision of this Certificate of Incorporation is intended by the corporation to be construed as limiting, prohibiting, denying or abrogating any of the general or specific powers or rights conferred under the Business Corporation Law upon the corporation, upon its shareholders, bondholders, and security holders, and upon its directors, officers, and other corporate personnel, including in particular, the power of the corporation to furnish indemnification to directors and officers in the capacities defined and prescribed by the Business Corporation Law and defined and prescribed rights of said persons to indemnification as the same are conferred by the Business Corporation Law.
ELEVENTH: Notwithstanding any provisions in the By-Laws to the contrary, whenever shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
The shareholder or shareholders proposing to take such action shall give notice of the proposed action, which notice shall be in writing and delivered to and received by the Secretary
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at the principal office of the Corporation not less than ninety days before the proposed effective date of such action.
4. | This restatement of the certificate of incorporation was authorized by the vote of the board of directors followed by a vote of two-thirds of all outstanding shares entitled to vote thereon at a meeting of shareholders. |
/s/ |
Michael J. O’Brien
Secretary |
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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October 20, 2011
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/s/ JOHN D. WREN
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John D. Wren
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Chief Executive Officer and President
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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October 20, 2011
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/ R
ANDALL
J. W
EISENBURGER
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Randall J. Weisenburger
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Executive Vice President and
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Chief Financial Officer
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the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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the information contained in the Report fairly presents, in all material aspects, the financial condition and results of operations of Omnicom Group Inc. as of the dates and for the periods expressed in the Report.
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s
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OHN
D. W
REN
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Name:
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John D. Wren
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Title:
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Chief Executive Officer and
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President
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the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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the information contained in the Report fairly presents, in all material aspects, the financial condition and results of operations of Omnicom Group Inc. as of the dates and for the periods expressed in the Report.
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s
/ R
ANDALL
J. W
EISENBURGER
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Name:
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Randall J. Weisenburger
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Title:
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Executive Vice President and
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Chief Financial Officer
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