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Omnicom Group, Inc. (NYSE:OMC)

Q4 2013 Results Earnings Conference Call

February 11, 2014 08:30 AM ET

Executives

John Wren - President and CEO

Randall Weisenburger - EVP, Chief Financial Officer

Michael Brian - Chief Legal Counsel

Analysts

John Janedis - UBS

Craig Huber - Huber Research

Alexia Quadrani - JP Morgan

William Bird - FBR

Ben Swinburne - Morgan Stanley

David Bank - RBC Capital Markets

Doug Arthur - Evercore

Tim Nollen - Macquarie

Operator

Good morning, ladies and gentlemen, and welcome to the Omnicom Fourth Quarter 2013 Earnings Release Conference Call. At this time, all participants are in a listen only mode. Later we will conduct a question-and-answer session and instructions will follow at that time. (Operator Instructions). As a reminder, this conference call is being recorded.

At this time, I’d like to now introduce you to today’s conference call host, Executive Vice President, Chief Financial Officer of Omnicom Group, Mr. Randall Weisenburger. Please go ahead.

Randall Weisenburger

Good morning. Thank you for taking the time to listen to our fourth quarter 2013 earnings call. We hope everyone’s had a chance to review the earnings release. We have posted to our website both the press release and the presentation covering the information that we’ll be presenting this morning. This call is also being simulcast and will be archived on our website.

Before we start, I’ve been asked to remind everyone to read the forward-looking statements and other information that’s included at the end of our investor presentation and to point out that certain of the statements made today may constitute forward-looking statements and that these statements are our present expectations and that actual events or results may differ materially.

I'd also like to remind you that during the course of the call, we'll discuss some non-GAAP measures in talking about Omnicom's performance. You can find the reconciliation of those measures to the nearest comparable GAAP measures in the presentation materials.

We're going to begin the call with some brief remarks from John Wren. Following John's remarks, we'll review our financial performance for the quarter in more detail. And then both John and I will be happy to take questions.

John Wren

Good morning everyone. Thank you for joining today's conference call. As you have seen in our results, Omnicom has had a very solid fourth quarter, giving us a strong finish to the year. Thanks to an exception list of clients and the commitments talent and creativity of our people, we are in an excellent position going into 2014. I'm both encouraged and cautiously optimistic about our business outlook for the year.

This morning, I'm going to talk about what drives this performance, some of the many operational highlights and then I'll provide an update on our proposed merger with Publicis. Hopefully all of you had a chance to review our financial results, which continue to demonstrate the strength, diversity and stability of our business.

Organic growth for the quarter was 4.2%. On a regional basis, our performance broadly reflected macroeconomic conditions although in many markets, the performance of our individual businesses allowed us to continue to grow at rates faster than the underlying economies.

In the U.S. it feels like the economy is showing consistent forward momentum. These positive dynamics were reflected in our U.S. business which continued to grow steadily driven this quarter by our media specialty healthcare and field marketing operations. In the UK where the economic environment is also slowly strengthening, returned in a very solid performance spread across most of our operations in that market. Continental Europe by comparison is more a tail of east versus west. Eastern Europe performed well for the quarter and the year led by Russia. And we expect this region to continue to have a positive impact on Omnicom results. In Western Europe we’re seeing great stability with some [bright flush]. Germany our largest market in the region had positive growth for the first time in several quarters.

France on the other hand continued to be negative as did several smaller countries in the region. Overall we judge the recovery in Western Europe as somewhat subdued and expect business will be slow there for some time. In the developing markets, we continue to experience strong growth particularly in Asia and Latin America, even as these economies have slowed. Our success has been driven by both our consistent focus on organic investments as well as through our targeted acquisition strategy. Our clients remain committed to the developing markets for the long-term. Even in the phase of more modest forecasted economic growth of 2014. And we are extremely well positioned to serve both local clients and multinationals.

Looking at the full year 2013, Omnicom achieved solid organic growth of 3.5% well balanced between the U.S. at 3.7% and international at 3.4%. Excluding Western Europe, which I mentioned earlier international growth was over 6% in large part due to our strong performance in the developing markets. On the margin front we achieved our target for the year by driving operational efficiencies while maintaining key investments in both our talents and new service areas.

And our cash flow and return on capital were extremely strong in 2013. Randy will cover our results in more detail but I would like to first touch upon the strategies that have allowed us to continue our market leading organic growth performance. These strategies share goal of helping to meet the rapidly changing needs of our clients by giving them access to the best people and the latest technologies when and where they need them.

First, by attracting, retaining and developing top talent. Today virtually all of our 70,000 employees are skilled in using digital media and new technologies. Next is expanding our global footprint and moving into new service areas. Third, is leveraging our digital and analytical capabilities and utilizing new mediums and technology platforms. Finally, we continue to deliver big ideas based upon meaningful consumer insights across all marketing disciplines and communication channels.

One way we judge our investment in talents and the successful of the many talents development programs Omnicom and our agencies offer is through industry recognition and awards. Omnicom’s agencies continued their traditions of being the most creatively awarded companies in the world. Let me mention just a few highlights.

At the Cristal Festival, Omnicom Media Group’s PHD and OMD were the first and second most awarded networks in the media category. In addition Adweek named, OMD global media agency of the year. DDB was named network of the year at the Eurobest Festival, Europe’s leading annual awards show for creativity and communications.

And for the third consecutive year, the Marketing Arm was the most awarded agency winning 15 pro awards which annually recognizes the best in promotional marketing. Finally, advertising age recognized LatinWorks and 180 LA as two of the top ten agencies of the year. And Alma DDB was honoured as the multi-cultural agency of the year.

I want to congratulate all of our employees and their agencies for their outstanding creativity and effectiveness for 2013. Importantly much of the award winning work is the result of Omnicom’s agencies’ working together to provide integrated solutions for their clients. These integrated solutions are very successful because we are bringing together subject matter experts from a range of disciplines to address our clients’ needs.

The manner in which we deliver these services is dependent on the client’s organization. Increasingly teams are structured and centralized with the key purpose of delivering integrated solutions, building brands and driving sales. With the development of new target in ways to reach consumers, the marketing world has become much more complexed.

Increasingly our large multi-national clients are asking us to manage their entire marketing process, bringing big creative ideas and delivering them seamlessly across disciplines, media and geographies. This is changing the manner in which we offer our services and enhancing the growth of our largest clients. The recent launch of Visa’s new campaign is a specific example of a very important client asking us to customize an integrated process that fits our business needs.

A number of Omnicom’s agencies were involved in the campaign, which was led by BBDO. The effort employed experts from agencies including media, digital, public relations and sports and marketing. All of our agencies across these disciplines work closely together on the development and implementation of Visa’s new brand platform, Visa Everywhere You Want To Be. This was the first from Visa. A global program that stands all channels including Mobile and Speaks To All of Visa’s of oriental, including consumers, businesses, governments and employees. The campaign is currently running and you will it in many forms throughout the world.

Managing integrated marketing campaigns is more complex today than ever before. Last year alone almost 1 billion smartphones were sold globally. And every one of those phones is video-enabled. And with 40% of all YouTube traffic coming from mobile, more people than ever before are watching video on their second and third screens.

In this always on always connected world marketers face more complexity, but also have huge opportunities to deliver their messages to the consumers they want to reach. As consumers move effortlessly and seamlessly from one device to another across multiple screens, (inaudible) must adds an all forms of communication. That's why Omnicom's agencies are delivering creative ideas using social, mobile and other digital mediums which are at the heart of every campaign.

This next generation of storytelling is being amplified by informed insights and new technologies that allow us to deliver personalize and relevant brand messages in real time. We develop these capabilities by ensuring that each of our agencies at a very early stage invested in digital skill sets and talent. As a result, we are extremely well positioned and equipped to assist clients in building their brands and communicating their brand message across multiple channels.

An example of our capability is our work for ABInBev. We try this last year to handle Bud Light and to track Millennial consumers. The Bud Light BBDO team elected to get one person a truly epic experience that would become the center of a completely integrated Super Bowl program. BBDO centered a multi-agency, multi-partner team to deliver the integrated plans.

The campaign generated 18 thesis of unique content that was distributed through YouTube, Facebook, Twitter and Vine. The consumer call-to-action was created to fuel mass engagement on social media and at events through New York during Super Bowl Weekend. The results are surpassing all expectations. In addition to the 112 million viewers of the Super Bow1, the 3.5 minutes film was the most watched video worldwide on YouTube for over 24 hours leading into Super Bowl Sunday.

The online content has already generated 25 million views and 33 million total minutes of time spent with the brand and it’s still growing. The growth of new digital mediums has also resulted in the creation of an immense amount of usable data. Omnicom’s strategy is to aggregate this data on a single actionable technology platform to develop and hire talent that could analyze it and to ultimately provide better consumer insights, target audiences and evaluate the results of marketing programs. It’s about reaching people at the right time in the right place when they’re in the right mood, resulting in improved marketing ROI for our clients.

Annalect, our data analytics and marketing technology business is helping our agencies do just that for their clients. Today Annalect has over 850 data scientists and programmers across 50 markets. To further drive our strategy, Annalect is launching a global data management platform which is now live in the U.S., UK and China. The platform will support audience segmentation and adds optimization allowing all Omnicom agencies to analyze audiences across media publishers and provide greater marketing insights for their clients.

In the short period of time, it is already generating 50 million new unique audience records on average per day. This consistent view of data on a global basis is the first in our industry. We’ve distinguished Annalect’s capabilities by leading the way and forming global relationships with major technology and media companies like Google, Yahoo!, AOL, salesforce.com and Facebook. And we continue to be first movers in employing the latest media, technology, data and e-commerce tools through the more than 100 partnership agreements that they are leveraging on behalf of our agencies.

Our service capabilities as a top talent combined with our open source approach to technology and expensive partnerships are unique in our industry. We are working hard to make sure our people are trained to deploy these tools so that Omnicom is not dependent on any single technology platform or approach that could quickly become obsolete.

In sum, Omnicom is extremely well positioned to compete in an effort changing and increasingly complex environment. I'm also confident we have the top talents and tools available to deliver best-in-class services to all of our clients and strong financial results for our shareholders.

Now I'd like to spend a few minutes updating you on the proposed merger with Publicis Group. This transaction is highly complex and is taking longer than we originally expected. The integration teams with approximately 70 work streams that were launched in late 2013 continue to make progress.

With respect to the three tracks of regulatory approvals; the first, the antitrust regulatory track has progressed well. At this point in time, China is the only market where we are still working towards receiving clearance. And we received clearance from all other jurisdiction. The second track, tax approvals is also progressing well. As we work through the remaining open issues, we will continue to work on our filings with the SEC and the ASM, the final track. However at this point in time, this step cannot be completed until after each side finalizes its ordinary 2013 financial statements.

As we look to 2014, we’re encouraged by our solid growth in the fourth quarter and the full year of 2013 and the execution of our key strategies. The Winter Olympics and the World Cup should also provide a little tailwind, so we entered 2014 optimistically.

Before handing the call over to Randy, I once again want to thank the people of our agencies for the world-class integrated campaigns, outstanding new business wins and all the great work that has enabled us to deliver a strong 2013 for Omnicom, our clients and our shareholders. Thank you. Randy?

Randall Weisenburger

Thank you, John. It was an excellent quarter and a strong finish to a good year. As John pointed out, in addition to strong financial results, our agencies made excellent progress against both our strategic and operational objective. As a result, we were able to again report strong results for the quarter and for the full year.

To make our financial presentation easier to follow, we begin this quarter added a third column of numbers labelled non-GAAP. The only difference between the GAAP and non-GAAP figures is that we've excluded the incremental cost that we've incurred related to the potential merger from the non-GAAP figures.

These costs which are predominantly professional fees totalled $13.3 million during the fourth quarter and $41.4 million for the full year. To the most part, these costs are not tax deductible. For the quarter net income was reduced by $13.3 million and EPS was impacted by $0.05. And for the full year, net income was reduced by $34.9 million and EPS was reduced by $0.13. We believe that the non-GAAP figures help in evaluating the performance of our operations. For the presentation, I will focus most of my comments on the non-GAAP column, where we have the reported GAAP numbers side-by-side for easy reference and clarity.

As I mentioned, our agencies had a strong finish to a good year with net new business wins in the fourth quarter topping $1.5 billion and helping to position us well going into 2014.

In the fourth quarter, revenue came in a little below $4.1 billion, organic revenue growth increased 4.2% or FX was negative 0.6% and acquisitions net of dispositions decreased revenue by another 0.7%. I am going to give more detail on our revenue growth in a few minutes.

Now moving down the P&L. Our non-GAAP EBITA increased 2.6% to $589 million and the resulting EBITA margin was 14.5% which was flat year-over-year. Non-GAAP operating income or EBIT for the quarter increased 3% to $565 million and the operating margin of 13.9% was also flat with last year. Again the only difference between the non-GAAP and GAAP numbers is the exclusion of the $13.3 million of incremental merger related cost.

Turning to page two and looking at the items below operating income. First, net interest expense for the quarter was $38.8 million, down about $0.5 million year-over-year and down about $3 million from the third quarter; versus Q3 as you may recall, we were required to accrue in Q3 a potential interest payment on a remaining convertible notes. In accordance with GAAP due to the structure of the securities, we will require to accrue basically a full year of interest as expense in Q3.

Our operating tax rate for the quarter continues to be about 33.6% and the reported or GAAP tax rate was 34.5%. The higher rate was due only to the merger cost not being taxed deductible.

Last year, our reported tax rate for the quarter was much lower at 27% due primarily to the one-time benefit resulting from the reorganization we completed in the Asia Pacific region. That benefit was partially offset by one time charges related to various U.S. states and local tax items. As we noted last year and as we expected, our operating tax rate this year declined to about 33.6%, as a result of that Asia Pacific reorganization. And finally, non-GAAP net income for the quarter increased 2.2% to $314 million.

On slide three, we show our diluted EPS calculation. On a non-GAAP basis, EPS increased 4.4% to a $1.18. Although, we suspended our share repurchase program when we announce the potential merger, our year-over-year share count is still down about 2%. On a reported basis including the incremental merger cost, our diluted EPS was flat at a $1.13.

On slides, 4, 5 and 6, we present the same material but for the full year. To save sometime, I'll read those pages for you to review separately. On slide 7, we take a closer look at our revenue performance, first with regard to FX. On a year-over-year basis, the U.S. dollar strengthened against many of our major currencies, the most impactful being the yen, the real, rupee the Aussie dollar and the rand. Going the other way, the dollar weakened against the euro and the RMB. The net result reduced our revenue for the quarter by $24 million or about 0.6%. Looking ahead, if FX rates stay where they are currently, we expect FX to be negative by about 1% in Q1 and by about 35 basis points for the full year.

Revenue from acquisitions, net of dispositions decreased revenue by about $29 million or 0.7%. This is primarily due to the sale of our recruitment marketing business in the second quarter. Acquisitions have partially offset the impact of this disposition but for now, we expect acquisitions net of dispositions to continue to be negative to the second quarter.

And with regard to organic growth, we had a good quarter, up 4.2% or a $167 million. This was driven by a combination of items. First, our agencies have continued to benefit from their development of integrated digital capabilities. Virtually all of our agencies are aggressively taking advantage of new technologies and communications platforms to broaden the scope of services their offering to their clients. Some of the best examples of this trend are in our media businesses where we had another excellent quarter.

We also benefited this quarter from the continuing strong performance of our agencies in the emerging markets. This quarter we had standout double-digit organic growth in a number of the emerging markets including, Russia, Brazil, China, India, Malaysia, Vietnam, Colombia, and Chile, and finally, modest stabilization in Europe bolstered by the continuing strong performance of our UK agencies.

Looking forward, while it’s still very early in the year, for all of the reasons John mentioned in his comments, business feels better than it did at this same time last year. And coming off of two consecutive quarters of 4% organic growth as well as solid new business performance in Q4, we think a reasonable full year estimate for organic growth would be around 4%.

Turning to our mix of business on slide 8: For the quarter revenue split nearly 50-50 between brand advertising and marketing services. As for their respective organic growth rates, brand advertising was up 4.1%, driven by strong growth in our media businesses and marketing services was up 4.3%. Within marketing services, CRM was up 6.8%, with strong performance across the board, but especially in our field marketing events and print and custom publishing businesses.

Public relations was down 3.7% in the quarter but was up the year. Although down, the performance in PR this quarter was pretty good. The year-over-year decline is more due to exceptional performance in the fourth quarter of 2012. And specialty communications increased 2.5%, driven by a strong quarter in our health care businesses, partially offset by declines in a couple of our smaller specialty businesses. For the full year, specialty communications had positive organic growth of 4.8%.

On slide 9, our regional mix of business in the quarter was split approximately 55% in North America, 30% Europe, 11% Asia Pacific, 3% in Latin America and 1.6% in Africa and the Middle East.

Moving to slide 10, in North America we had organic revenue growth of 3.2%, driven by strong performance in our media, field marketing and print businesses. Our other regions all had positive organic growth this quarter as well. Europe in the aggregate was up 2.6%, driven by strong performance in Russia and the UK. Asia Pac was up 10%, Latin America up 18%, and Africa and the Middle East was 1.1%.

In our larger European markets as I mentioned, Russia and the UK continued to perform very well. Germany, Italy and Norway were positive, and France and the Netherlands continued to struggle. Although the euro zone markets in aggregate were down 0.6% in the quarter, this represented the third consecutive quarter of sequential improvement. So while it’s still not positive, it does seem to be stabilizing.

In Asia Pacific, we had strong performances across most of the regions, with Malaysia, Japan, China, India, New Zealand and Vietnam all with strong double-digit organic growth. Now, with the exception of Mexico, our Latin American markets Brazil, Argentina, Chile and Colombia each turned in double-digit organic result this quarter. Mexico was also positive, just not quite double-digit.

We’ve also provided two additional slides on 11 and 12 that present our revenue by geographic subsets U.S., euro markets, the UK and the rest of the world. Obviously this is a same revenue data, just put differently. I’ll leave those slides for your review separately.

On slide 13, we present our mix of business by industry for the year. These numbers are total growth non-organic growth. And for our mix of business by industry sector there was very little change year-over-year. And fortunately we have positive growth in almost all of the sectors. The exceptions were auto and financial services. And negative growth in these sectors was primarily driven by one or two larger account losses.

Turning to slide 14, we had another very strong year from a cash flow perspective. We generated almost $1.5 billion of free cash flow excluding changes in working capital.

On slide 15, we break down our primary uses of cash for the year, which included dividends to common shareholders of about $318 million. The year-over-year decrease occurred because we accelerated one dividend payment into late 2012. So as a result, we only made three dividend payments in calendar year 2013 versus five payments in 2012.

Partially offsetting that reduction was a year-over-year increase of 33% in the amount of our quarterly dividend per share. Dividends paid to minority interest shareholders of $101 million was about flat with 2012 and capital expenditures of $212 million was down about 14 million, primarily because we have several larger office build outs in 2012.

Acquisitions, including earn-out payments net of the proceeds received from the sale of investments totaled $96 million. This was down about $93 million, impart due to a couple of larger acquisitions completed in 2012, as well as the proceeds received from dispositions.

And finally, share repurchases net of the proceeds received from stock issuances under our employee share plans totaled $485 million. The decline from 2012 is because we were required to suspend our share purchase program in July following the announcement of the potential merger with Publicis. All in, on a net basis, we generated $246 million in net free cash during the year, again excluding changes of working capital.

Turning to slide 16, focusing first on our capital structure. The primary year-over-year change was redemption of $407 million of our convertible notes earlier in the year for a combination of cash and stock. As a result, our total debt at year-end was down to just over $4 billion. And our net debt position at the end of the quarter was $1.3 billion, down about $445 million from last year.

$246 million of the decline was a result of our positive net cash flow as we outlined at the prior slide and a $199 million was a result of further improvements in our working capital management. As a result of the decreased debt, our total debt to EBITDA ratio improved to 1.9 times and our net debt to EBITDA ratio improved to just 0.6 times.

Moving to slide 17, this chart shows that again we delivered excellent returns on both total investing capital and equity. Although both return figures were negatively impacted by the suspension of our share repurchase program halfway through the year, they remained industry leading at 18.1% and 28.1% respectively.

And finally, on slide 18, we track our cumulative return of cash to shareholders. The line on the top of the chart shows our cumulative net income in fiscal 2002 through year-end, which totaled just over $10 billion. And the bars below show the cumulative return of cash to shareholders, including both dividends and net share repurchases, the sum of which during the same period totaled $9.9 billion for a total cumulative payout ratio of about 98%. During this period we were also able to more than double both our revenue and our net income.

And that concludes our prepared remarks. There are several other supplemental slides included in the presentation materials for your review, but at this point, we're going to ask the operator to open the call for questions.

Question-and-Answer Session

Operator

(Operator Instructions). Our first question will come from the line of John Janedis with UBS. Your line is open.

John Janedis - UBS

Good morning.

John Wren

Good morning.

John Janedis - UBS

Randy, you spoke about the improving trends in Europe and I know you don’t give formal guidance, but assuming it continues, would you expect to get maybe a slightly better margin across the company this year when you compare it to 2013?

Randall Weisenburger

Certainly, a broad-based improvement across Europe is probably one of the better things that can happen from a margin perspective. But I think it’s going to take a little while, so that could be the case. And while we’re getting an improvement in Europe and in a Euro markets, it’s still negative. If we had 3% or 4% positive organic growth across Europe that would be excellent from a margin’s perspective, but I don’t see that pick up quite yet.

John Janedis - UBS

And then maybe one quick one was there any benefit from the Olympics in the fourth quarter?

John Wren

No.

Randall Weisenburger

I don’t think so.

John Janedis - UBS

Okay, great. Thank you very much.

John Wren

Sure, thank you.

Operator

Thank you. Our next question comes from the line of Craig Huber with Huber Research. Your line is open.

Craig Huber - Huber Research

Yes, good morning.

John Wren

Good morning Craig.

Craig Huber - Huber Research

The UK obviously had a very strong quarter, I think the first straight quarter year-over-year. Can you just give us some more highlights of great outperformance that are relatively common, I guess not to your peers probably too?

John Wren

It has -- I can’t speak to my competitors. The economy is stabilizing. I’d attribute it more to the individual performance of our companies in the UK. We have some great brands and we have some fabulous people and they’ve been winning business and they’ve been winning business for well over a year and you are starting to -- you see reflected in our results.

Craig Huber - Huber Research

And also, it’s shorter Randy. When do you expect the Form 10 here in the U.S. to be filed? And once it is filed, how long would you expect it will take for the merger to close after, how many weeks and months would you expect?

Randall Weisenburger

Well, we need the ordinance payments from both companies and then we have to do a bunch of things like reconcile to IFRS and after reconcile to GAAP. On our side, we are hoping to file our 10-K by the end of this week, which means that we’ll be done with that and we have a little bit of work to do then on the results. I know that Publicis is making progress, but I would differ the question to them later in the week as to where they are on their audit.

As soon as those things are done, we can proceed. And then the timing will be down to the SEC, their comments and on European side, we’re going to get this wrong, the ASM up -- I got it right for the first time. So then we’re just going back and forth and answering comments and making certain that we’re in compliance with all their requests before we can go to our shareholders and schedule a meeting.

So it’s possible that my original comments that we’ve been done by June 30th will slip now a little bit into the third quarter. But until we start the process, we won’t know the answer to that question definitively.

Craig Huber - Huber Research

And my third and follow-up question, if I could please Randy or John, as you think about margins excluding Publicis here in the New Year, are you guys expecting margins to be flat or do you think actually you got a slight margin increase this year?

Randall Weisenburger

We’re aimed at picking out a slight margin improvement this year with or without Publicis and we have to put aside the merger-related cost.

Craig Huber - Huber Research

Okay. Thank you.

Randall Weisenburger

Thank you, Craig.

Operator

Thank you. Our next question comes from the line of Alexia Quadrani from JP Morgan. Your line is open.

Alexia Quadrani - JP Morgan

Hi thank you. Just a couple of questions, just I guess first following up on the comment about timing of the merger. When you think about your share repurchase program, do you know when you’d be sort of [green light] to meet or perhaps get back into market. Is it after the filing comes out or do you have to wait for the merger actually closes?

John Wren

I believe the agreement -- and Michael Brian, our Chief Legal Counsel is here, requires us to wait until after the agreement, but I’m less certain.

Michael Brian

I’m sorry please repeat the question, just to make sure I get it right?

Alexia Quadrani - JP Morgan

And the question was when would you be green light -- I guess I’m not asking about when you would actually go forward back in the market, but when would you be allowed as far as understand to reactivate your share repurchase program. Is it after the filing comes out or do you have to wait for the merger actually closes?

Michael Brian

That’s something we will have to analyze at the time, but we might be able to go in after the -- it depends on volume, it depends on the couple of other things, but we would probably be able to go in after the filing.

Alexia Quadrani - JP Morgan

Okay. And just one…

Randall Weisenburger

The agreement precludes it with Publicis so we’d have to work through that as well.

Alexia Quadrani - JP Morgan

Okay, that is helpful. Thank you. And just one follow-up just generally on industry trends in terms of what you are seeing on the account movements, from our database it looks like the new business has been fairly strong you have given comments on few things, the account movement levels sort of increased or if it’s been [influenced] at all by the pending merger and any color on that would be great?

Randall Weisenburger

I certainly don’t think it’s been impacted by the pending merger. The accounts statement review typically every year there is business that goes into review. And normally we perform better than our peers in that regard. Right now there is some business in review some business as you know has been recently decided. I wish there were more new business opportunities, but I am happy with our performance.

Alexia Quadrani - JP Morgan

Okay. Thank you very much.

Randall Weisenburger

Thank you.

Operator

Thank you. Our next question comes from the line of William Bird with FBR. Your line is open.

William Bird - FBR

Good morning. Slide 18 on cash returns is really quite impressive. How are you thinking about capital return plans post deal? And I guess what are your post deal leverage thoughts? Thank you.

John Wren

As Omnicom's management, which is being consistent for a very, very long period of time, I could answer from an Omnicom perspective. What we’ve agreed as part of the merger of the equals with Publicis is we have only agreed to a stated dividend policy. I think formally, the comments that we've made is that acquisitions, which is consistent with Omnicom's past, acquisitions will take precedent in terms of the use of capital or free capital earned from the business and then the Board of Directors or the new Board of Directors will make a determination as to what the share repurchases should be?

I also think we've made -- I know we’ve made a commitment to stay BBB plus and to maintain that rating as a new company as well as our prior commitment to maintain that. Randall?

Randall Weisenburger

I think that's right. I mean the new company on a combined basis would generate pretty close to $2 billion a year of free cash flow. That's a lot of money. The company, as said, it wants to maintain at least the BBB plus credit rating. We have some room in the current combined debt structure. And frankly both companies have generated a pretty significant amount of cash since the merger announcement. So, there is a lot of cash to deal with. We said that it's going to be -- that it's a Board decision, which I think in every company capital structure and use of capital is a Board decision. And I have said a couple of times that I can't really envision that at the first Board meeting, the Board would jump and have that be the first item on its agenda. So, I wouldn’t expect to see any rapid change of policy or utilization of cash immediately after the close of the deal.

John Wren

Having said that, the reason for the merger is that both companies think that we benefit and complement each other and that will generate some very, very positive results as an impact to it. So that’s about as much as we can say at the moment.

William Bird - FBR

Thanks. Separately, I may have missed it and I apologize if I did, but can you quantify net new business in Q4?

Randall Weisenburger

Yes, $1.5 billion, just over $1.5 billion.

William Bird - FBR

And just if I could sneak in one more on the Olympics effect, are you likely to see a little bit of a pull forward and growth in the first quarter or not?

Randall Weisenburger

I don’t think, Olympics are not a huge marketing event, there is a little bit. The Olympics for us tends to -- we tend to see some event business pick up, there was quite a bit of that with the Summer Olympics, but there is not a lot with the Winter Olympics.

John Wren

I think the World Cup later in the year will be more of a benefit.

William Bird - FBR

Thank you.

Randall Weisenburger

Thank you.

Operator

Thank you. Our next question comes from the line of Ben Swinburne with Morgan Stanley. Your line is open.

Ben Swinburne - Morgan Stanley

Thank you. Good morning. Sticking on the cash flow theme and Randy you touched a bit in your prepared remarks, but a big positive working capital benefit this year I think that’s pretty unusual, was -- ask if you could give us some color. And then if you’re willing to talk about in the context of the merger, any expectation around how the new company might or might not see sort of consistent working capital positives or negatives versus (inaudible)?

Randall Weisenburger

I think we certainly -- our push this year was frankly a lot of internal focus, starting from the top, going down to every single agency, pushing on working capital management and doing everything we can do to make our systems and processes and practices as efficient and fluid as possible. You are not going to get that type of an improvement, because frankly this -- a lot of this was cleaning up around inefficiencies. And we still have inefficiencies; we’ll probably always have some inefficiencies but we want to have a lot less of them. From what I can gather, Publicis does a really good job on its working capital management and has a -- as far as I can tell, a pretty similar focus to ours. So, I don’t expect the two companies together are going to be any better than each of this is individually.

Ben Swinburne - Morgan Stanley

I think it was…

Unidentified Company Representative

I think he means to say, we are focused.

Randall Weisenburger

Yes. As based on my conversations with Jean-Michel, they’re focused well.

Ben Swinburne - Morgan Stanley

Right. Yes, I think he was on this call maybe a year ago where we were talking about payment terms with clients and John, maybe your quote was we’re not a bank, so it’s interesting to see the good numbers in the context with that trend? And then, I just had one more, you’ve talked a lot about the process to close a deal, do you -- at this point, I don’t know if you can give us a forecast, but this is our expectation this transaction closes in the second quarter?

John Wren

It’s getting very difficult but it really comes down to the regulators. So I mean if I was being -- it’s the middle of February, based upon all advisors that we have, it’s going to -- most likely will slip into the third quarter. But that's all I can tell you until that track of regulatory action starts. That's the best I can guess as we sit here today.

Ben Swinburne - Morgan Stanley

Got you. Thank you very much.

John Wren

Thank you.

Operator

Thank you. Our next question comes from the line of David Bank with RBC Capital Markets. Your line is open.

David Bank - RBC Capital Markets

Hey, thank you guys. With all that inside on the changing landscape and digital and data and new platform, I hate to ask about (inaudible) weather, but I have to ask you about the weather. Do you anticipate any impacts from the unusually extreme weather across the U.S., it seems to have the potential to impact your productivity. Have you seen any impact on the advertising market and do you expect any? Thank you.

John Wren

Just let me comment on that. The weather does have a serious impact on many of our clients’ business and if it sustains, if that happens on a sustained basis, I guess eventually it might impact ours. I’ve been at this for a very long time and I’ve yet to use weather on a conference call, as an explanation for our performance. So, we’re not there yet and we proceed.

David Bank - RBC Capital Markets

Okay. Thank you.

Operator

Thank you. Our next question comes from the line of Doug Arthur with Evercore. Your line is open.

Doug Arthur - Evercore

Yes. Thanks. John, I think you mentioned that there were 70 working tracks on the integration process in the merger. Is there anything at this point you can comment on in terms of your initial forecast of 500 million of synergies and $400 million of spend to get there; any color on that at this point?

John Wren

I don’t have any color on at this point. We are focused on arriving at the best conclusion for each of those aspects. And it gets in many cases very small areas and we haven’t -- that hasn’t been a focus yet. Doing the right thing has been the focus.

Randall Weisenburger

Yes. I mean step one is to make sure we identify all the things that have to get, I will say done or integrated, the day we close. No matter when we close, we are going to be reporting numbers and having to operate the company the next day. So I think all the teams are focused first, on identifying those; second, trying to identify how each company operates sort of the differences so we can try to identify the better practices or the best practices of the two and then think about how we can over time move towards those best practices.

John Wren

And just one final comment on it, Randy points out the most important part is what we have to be able to do day one. But the two groups and the benefits that they bring will take a little bit of time and when we first made comments about synergies, we indicated that they weren’t going to come in the first quarter or the first year per say that we couldn’t predict but we were confident that we would be able to achieve them because of opportunities that we see that both companies together offer.

Doug Arthur - Evercore

Okay, great. Thank you.

Randall Weisenburger

We're also getting pretty close to the market opening. So why don't we take one more question? And then we'll say goodbye.

Operator

Thank you. And that will come from the line of Tim Nollen with Macquarie. Your line is open.

Tim Nollen - Macquarie

Hi, thanks. I wanted to follow up on the merger operations and opportunities questions that we've seen so far. If there is a little bit more you could say about what you've been able to do, other than regulatory and tax work that you mentioned, what have you been able to do to prepare for the merger operationally? And then a follow on with that is you mentioned when you made a merger announcement that you expected an incremental 1% revenue growth from the merger. I'm guessing that has a lot to do with the scale and with the opportunities to work more in integrated marketing and digital which you've also highlighted in your comments here. Is this a realistic longer term trend that you can continue to push revenue growth up in that type of a range because of that type of digital work?

John Wren

I think as I said in my prepared remarks, there are a lot of complexities associated with the transaction; we're working through all of them. We’ve focused a bit on the questions here on the regulatory ones, but there are others as one would expect. And it has been the policy I think and the intention of managements of both of Omnicom and of Publicis to grow in excess of the GDP of the markets in which we operate. And we always -- the short hand of that has always been, we expected to do a percent better. I don’t -- nothing has come to my attention which would take me off of that statement at this moment.

Now, there might -- Omnicom has been able to do that as I said on a consistent basis and there hasn’t been separate -- when the markets almost [smelted] in 2008, there hasn’t been much of an interruption in that. I am not suggesting that’s going to be every single month, but over a year, over the business cycle that’s our intention. And if we ever change it as a combined company, we’d come out and we would let you know ahead of time.

Randall Weisenburger

You also asked what have we been able to do today. From an operation standpoint we’ve talked a lot. We’ve talked about these integration teams. But as far as actually working together, our attorneys have made it explicitly clear that we have to continue to operate as two separate companies. And in some respects, we’ve actually operated almost more independently than we would have if we hadn’t announced the deal. People have been extremely cautious on breaking the rules of working together before the merger has been closed.

John Wren

And there is a couple of new business [pitches] that are standing around the world. And they have been since we announced the deal where we’ve been [pitted] against each other. I expect that to continue.

Tim Nollen - Macquarie

Okay. Thanks very much.

John Wren

Okay. Thank you all very much for listening to our call. Have a great day. Bye, bye.

Operator

Thank you. And ladies and gentlemen, that does conclude your conference call for today. Thank you for your participation and for using AT&T Executive Teleconference service. You may now disconnect.

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