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. 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. . : 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.

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.

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…

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…

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

Good morning.

Good morning.

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?

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.

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

No.

I don’t think so.

Okay, great. Thank you very much.

Sure, thank you.

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

Yes, good morning.

Good morning Craig.

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?

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.

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?

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.

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?

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.

Okay. Thank you.

Thank you, Craig.

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

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?

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.

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

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?

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.

Okay. And just one…

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

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?

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.

Okay. Thank you very much.

Thank you.

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

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.

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?

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.

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.

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

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

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?

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.

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

Thank you.

Thank you.

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

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)?

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.

I think it was…

I think he means to say, we are focused.

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

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?

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.

Got you. Thank you very much.

Thank you.

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

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.

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.

Okay. Thank you.

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

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?

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.

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.

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.

Okay, great. Thank you.

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.

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

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?

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.

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.

Okay. Thanks very much.

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

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.