omc-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 1-10551

OMNICOM GROUP INC.

(Exact name of registrant as specified in its charter)


New York			13-1514814
(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification No.)

280 Park Avenue, New York, NY			10017
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (212) 415-3600

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities Registered Pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock, $0.15 Par Value	OMC	New York Stock Exchange
0.800% Senior Notes due 2027	OMC/27	New York Stock Exchange
1.400% Senior Notes due 2031	OMC/31	New York Stock Exchange
3.700% Senior Notes due 2032	OMC/32	New York Stock Exchange
2.250% Senior Notes due 2033	OMC/33	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of April 9, 2025, there were 195,109,410 shares of Omnicom Group Inc. Common Stock outstanding.

OMNICOM GROUP INC.

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025

TABLE OF CONTENTS


PART I.	FINANCIAL INFORMATION	Page
Item 1.	Financial Statements
	Consolidated Balance Sheets - March 31, 2025 and December 31, 2024	1
	Consolidated Statements of Income - Three Months Ended March 31, 2025 and 2024	2
	Consolidated Statements of Comprehensive Income - Three Months Ended March 31, 2025 and 2024	3
	Consolidated Statements of Equity - Three Months Ended March 31, 2025 and 2024	4


	Consolidated Statements of Cash Flows - Three Months Ended March 31, 2025 and 2024	5
	Notes to Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
	Forward-Looking Statements	14
	Executive Summary	15
	Consolidated Results of Operations	17
	Non-GAAP Financial Measures	23
	Liquidity and Capital Resources	23
	Critical Accounting Estimates	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 5.	Other Information	28
Item 6.	Exhibits	28
Signatures		28

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

OMNICOM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In millions)


	March 31, 2025		December 31, 2024
	(Unaudited)
ASSETS:
Current Assets:
Cash and cash equivalents	$	3,378.3	$	4,339.4

Accounts receivable, net of allowance for doubtful accounts of $15.5 and $15.0	8,229.0		9,242.0
Work in process	1,930.2		1,622.2
Other current assets	1,097.8		1,019.4
Total Current Assets	14,635.3		16,223.0
Property and Equipment at cost, less accumulated depreciation of $1,141.8 and $1,096.9	830.0		824.7
Operating Lease Right-Of-Use Assets	1,027.8		1,043.6
Equity Method Investments	61.2		59.0
Goodwill	10,781.5		10,677.4
Intangible Assets, net of accumulated amortization of $855.2 and $832.4	512.9		522.0
Other Assets	265.0		271.0
TOTAL ASSETS	$	28,113.7	$	29,620.7

LIABILITIES AND EQUITY:
Current Liabilities:
Accounts payable	$	10,764.8	$	12,484.4
Customer advances	1,283.5		1,336.1

Short-term debt	19.1		21.3
Taxes payable	425.4		402.5
Other current liabilities	2,052.6		2,056.0
Total Current Liabilities	14,545.4		16,300.3
Long-Term Liabilities	805.0		804.2
Long-Term Liability - Operating Leases	792.4		814.2
Long-Term Debt	6,116.5		6,035.3
Deferred Tax Liabilities	486.0		491.8
Commitments and Contingent Liabilities (Note 10)
Temporary Equity - Redeemable Noncontrolling Interests	434.7		429.0
Equity:
Shareholders’ Equity:
Preferred stock	—		—
Common stock	44.6		44.6
Additional paid-in capital	495.4		472.1
Retained earnings	11,650.4		11,500.5
Accumulated other comprehensive income (loss)	(1,395.8)		(1,475.9)
Treasury stock, at cost	(6,421.4)		(6,347.8)
Total Shareholders’ Equity	4,373.2		4,193.5
Noncontrolling interests	560.5		552.4
Total Equity	4,933.7		4,745.9
TOTAL LIABILITIES AND EQUITY	$	28,113.7	$	29,620.7

The accompanying notes to the consolidated financial statements are an integral part of these statements.

OMNICOM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In millions, except per share amounts)


	Three Months Ended March 31,
	2025		2024
Revenue	$	3,690.4	$	3,630.5
Operating Expenses:
Salary and service costs	2,746.3		2,692.6
Occupancy and other costs	314.6		314.1




Cost of services	3,060.9		3,006.7
Selling, general and administrative expenses	117.9		85.3
Depreciation and amortization	59.0		59.6
Total Operating Expenses	3,237.8		3,151.6
Operating Income	452.6		478.9
Interest Expense	59.1		53.8
Interest Income	29.7		27.0
Income Before Income Taxes and Income From Equity Method Investments	423.2		452.1
Income Tax Expense	120.7		116.0
Income From Equity Method Investments	0.9		0.9
Net Income	303.4		337.0
Net Income Attributed To Noncontrolling Interests	15.7		18.4
Net Income - Omnicom Group Inc.	$	287.7	$	318.6
Net Income Per Share - Omnicom Group Inc.:
Basic	$	1.46	$	1.61
Diluted	$	1.45	$	1.59
Weighted Average Shares:
Basic	196.7		197.9
Diluted	198.3		200.1

The accompanying notes to the consolidated financial statements are an integral part of these statements.

OMNICOM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In millions)


	Three Months Ended March 31,
	2025		2024
Net Income	$	303.4	$	337.0
Other Comprehensive Income (Loss):
Cash flow hedge:

Amortization of loss included in interest expense	1.4		1.4
Income tax effect	(0.4)		(0.4)
Cash flow hedge, net of tax	1.0		1.0
Pension and other postemployment benefits:

Amortization of prior service cost	1.7		1.2
Amortization of actuarial losses	0.5		0.3
Income tax effect	(1.8)		(1.7)
Pension plans and other postemployment benefits, net of tax	0.4		(0.2)
Foreign currency translation adjustment	83.7		(86.3)
Other Comprehensive Income (Loss)	85.1		(85.5)
Comprehensive Income	388.5		251.5
Comprehensive Income Attributed To Noncontrolling Interests	20.7		11.2
Comprehensive Income - Omnicom Group Inc.	$	367.8	$	240.3

The accompanying notes to the consolidated financial statements are an integral part of these statements.

OMNICOM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

(In millions, except per share amounts)


	Three Months Ended March 31,
	2025		2024
Common Stock, shares	297.2		297.2
Common Stock, par value	$	44.6	$	44.6
Additional Paid In Capital:
Beginning Balance	472.1		492.0
Net change in noncontrolling interests	(1.4)		24.6
Change in temporary equity	(0.1)		(16.4)
Share-based compensation	20.8		22.1
Stock issued, share-based compensation	4.0		(10.3)
Ending Balance	495.4		512.0
Retained Earnings:
Beginning Balance	11,500.5		10,571.5

Net income	287.7		318.6
Common stock dividends declared	(137.8)		(138.8)
Ending Balance	11,650.4		10,751.3
Accumulated Other Comprehensive Income (Loss):
Beginning Balance	(1,475.9)		(1,337.6)

Other comprehensive income (loss)	80.1		(78.3)
Ending Balance	(1,395.8)		(1,415.9)
Treasury Stock:
Beginning Balance	(6,347.8)		(6,154.2)
Stock issued, share-based compensation	7.9		13.6
Common stock repurchased	(81.5)		(181.9)
Ending Balance	(6,421.4)		(6,322.5)
Shareholders' Equity	4,373.2		3,569.5
Noncontrolling Interests:
Beginning Balance	552.4		608.8
Net income	15.7		18.4
Other comprehensive income (loss)	5.0		(7.2)
Dividends to noncontrolling interests	(13.0)		(13.3)
Net change in noncontrolling interests	0.4		(42.0)
Ending Balance	560.5		564.7
Total Equity	$	4,933.7	$	4,134.2

Dividends Declared Per Common Share	$	0.70	$	0.70

The accompanying notes to the consolidated financial statements are an integral part of these statements.

OMNICOM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In millions)


	Three Months Ended March 31,
	2025		2024
Cash Flows From Operating Activities:
Net income	$	303.4	$	337.0
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization of right-of-use assets	33.2		33.8
Amortization of intangible assets	25.8		25.8
Share-based compensation	20.8		22.1



Other, net	3.3		(3.6)
Use of operating capital	(1,173.3)		(1,033.6)
Net Cash Used In Operating Activities	(786.8)		(618.5)
Cash Flows From Investing Activities:
Capital expenditures	(29.5)		(23.1)
Acquisition of businesses and interests in affiliates, net of cash acquired	(0.8)		(801.5)

Other, net	43.0		(13.7)
Net Cash Provided By (Used In) Investing Activities	12.7		(838.3)
Cash Flows From Financing Activities:
Proceeds from borrowings	—		645.9

Change in short-term debt	(3.2)		0.3
Dividends paid to common shareholders	(137.7)		(138.8)
Repurchases of common stock	(81.0)		(180.1)
Proceeds from stock plans	11.5		2.1
Acquisition of additional noncontrolling interests	(0.4)		(10.4)
Dividends paid to noncontrolling interest shareholders	(13.0)		(13.3)
Payment of contingent purchase price obligations	(2.8)		(0.5)
Other, net	(14.8)		(21.8)
Net Cash (Used In) Provided By Financing Activities	(241.4)		283.4
Effect of foreign exchange rate changes on cash and cash equivalents	54.4		(85.8)
Net Decrease in Cash and Cash Equivalents	(961.1)		(1,259.2)
Cash and Cash Equivalents at the Beginning of Period	4,339.4		4,432.0
Cash and Cash Equivalents at the End of Period	$	3,378.3	$	3,172.8

The accompanying notes to the consolidated financial statements are an integral part of these statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Presentation of Financial Statements

The terms “Omnicom,” “the Company,” “we,” “our” and “us” each refer to Omnicom Group Inc. and its subsidiaries, unless the context indicates otherwise. The accompanying unaudited consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP or GAAP, for interim financial information and Article 10 of Regulation S-X of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures have been condensed or omitted. All intercompany balances and transactions have been eliminated. The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the unaudited consolidated financial statements and accompanying notes. Actual results could differ from those estimates and assumptions. Unless otherwise noted, dollars in tables are in millions, except per share amounts.

In our opinion, the accompanying unaudited consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation, in all material respects, of the information contained herein. These unaudited consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024, or 2024 10-K. Results for the interim periods are not necessarily indicative of results that may be expected for the year.

Agreement to Acquire IPG

On December 8, 2024, Omnicom entered into an Agreement and Plan of Merger, or the Merger Agreement, by and among Omnicom, EXT Subsidiary Inc., a direct wholly owned subsidiary of Omnicom, or Merger Sub, and The Interpublic Group of Companies, Inc., or IPG, pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into IPG, or the Merger, with IPG surviving the Merger as a wholly owned subsidiary of Omnicom. On March 18, 2025, the shareholders of each of Omnicom and IPG approved the Merger. The completion of the Merger is subject to customary closing conditions, including required regulatory approvals, which are ongoing. If completed, the Merger is expected to have a material impact on our ongoing results of operations and financial condition. In the first quarter of 2025, we recorded $33.8 million of acquisition related costs related to the Merger in selling, general and administrative expenses. The results of IPG are not included in our 2025 or 2024 results of operations or financial position.

Risks and Uncertainties

Global economic conditions and disruptions, including geopolitical events, international hostilities, acts of terrorism, public health crises, inflation or stagflation, tariffs and other trade barriers, central bank interest rate policies in countries that comprise our major markets, labor and supply chain issues affecting the distribution of our clients’ products, or a disruption in the credit markets could cause economic uncertainty and volatility. The impact of these issues on our business will vary by geographic market and discipline. We monitor economic conditions closely, as well as client revenue levels and other factors. In response to reductions in revenue, we can take actions to align our cost structure with changes in client demand and manage our working capital. However, there can be no assurance as to the effectiveness of our efforts to mitigate any impact of the current and future adverse economic conditions, reductions in client revenue, changes in client creditworthiness and other developments.

Accounting Changes

On January 1, 2025, ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), became effective and requires, among other things, greater disaggregation of information in the rate reconciliation and for paid income taxes to be disaggregated by jurisdiction. ASU 2023-09 affects financial statement disclosure only, which is not required until year end 2025 and, as a result, does not affect our results of operations or financial condition.

2. Revenue

Nature of our services

We provide data-inspired, creative marketing and sales solutions through various client-centric networks that are organized to meet specific client objectives. Our networks, practice areas and agencies provide a comprehensive range of services in the following fundamental disciplines: Media & Advertising, Precision Marketing, Public Relations, Healthcare, Branding & Retail Commerce, Experiential, and Execution & Support. Media & Advertising includes creative services across digital and traditional media, strategic media planning and buying, performance media, data analytics services, and Omnicom Production. Precision Marketing includes digital and direct marketing, digital transformation consulting, e-commerce operations, media execution, market intelligence and data and analytics. Public Relations services include corporate communications, crisis management, public affairs and media and media relations services. Healthcare includes corporate communications and advertising and media services to global healthcare and pharmaceutical companies. Branding & Retail Commerce services include brand and product consulting, strategy and research and retail marketing. Experiential marketing services include live and digital events and experience design and execution. Execution & Support includes field marketing, sales support, digital and physical merchandising, point-of-sale and product placement, as well as other specialized marketing and custom communications services. At the core of all our services is the ability to create or develop a client’s marketing or corporate communications message into content that can be delivered to a target audience across different communications mediums.

Economic factors affecting our revenue

Global economic conditions and disruptions have a direct impact on our revenue. Adverse economic conditions and disruptions pose a risk that our clients may reduce, postpone or cancel spending for our services, which would impact our revenue.

Revenue by discipline:


	Three Months Ended March 31,
	2025		2024
Media & Advertising	$	2,048.2	$	1,954.2
Precision Marketing	450.3		425.4
Public Relations	362.7		383.5
Healthcare	305.7		317.0
Branding & Retail Commerce	159.5		185.5
Experiential	154.2		155.7
Execution & Support	209.8		209.2
Revenue	$	3,690.4	$	3,630.5

Beginning in the first quarter of 2025, we realigned the classification of certain services, primarily within our Media & Advertising, Branding & Retail Commerce, Precision Marketing and Public Relations disciplines. As a result, we reclassified the prior year periods to be consistent with the revised classifications.

Revenue by geographic market:


	Three Months Ended March 31,
	2025		2024
Americas:
North America	$	2,111.5	$	2,040.9
Latin America	96.4		96.5
EMEA:
Europe	995.0		1,005.8
Middle East and Africa	70.8		79.6
Asia-Pacific	416.7		407.7
Revenue	$	3,690.4	$	3,630.5

The Americas is comprised of North America, which includes the United States, Canada and Puerto Rico, and Latin America, which includes South America and Mexico. EMEA is comprised of Europe, the Middle East and Africa. Asia-Pacific includes Australia, Greater China, India, Japan, Korea, New Zealand, Singapore and other Asian countries. Revenue in the United States for the three months ended March 31, 2025 and 2024 was $2,007.0 million and $1,925.9 million, respectively.

Contract balances

Contract balances include work in process and customer advances that primarily consist of advance billings to customers in accordance with the terms of the client contracts, primarily for the reimbursement of third-party costs.


	March 31, 2025		December 31, 2024		March 31, 2024
Work in process:

Media and production costs	$	899.2	$	864.0	$	788.8
Unbilled fees and costs and contract assets	1,031.0		758.2		922.8
Work in process	$	1,930.2	$	1,622.2	$	1,711.6
Customer advances	$	1,283.5	$	1,336.1	$	1,238.2

There were no impairment charges recorded in work in process in the three months ended March 31, 2025 and 2024.

3. Net Income per Share

Basic and diluted net income per share:


	Three Months Ended March 31,
	2025		2024
Net Income - Omnicom Group Inc.	$	287.7	$	318.6


Weighted Average Shares (millions):
Basic	196.7		197.9
Dilutive stock options and restricted shares	1.6		2.2
Diluted	198.3		200.1

Anti-dilutive stock options and restricted shares (millions)	1.1		—
Net Income per Share - Omnicom Group Inc.:
Basic	$1.46		$1.61
Diluted	$1.45		$1.59

4. Goodwill and Intangible Assets

Change in goodwill:


	Three Months Ended March 31,
	2025		2024
January 1	$	10,677.4	$	10,082.3
Acquisitions

SEC Form 10-Q filed by Omnicom Group Inc.