What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-07-16 compared with 2025-04-16 · 86 added, 47 removed, 440 unchanged (23% of the section changed)

4 unchanged sentences

(In millions)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Current Assets:

16 unchanged sentences

Customer advances 1,348.2 1,336.1

Current portion of debt 1,398.6 —

Short-term debt 22.3 21.3

24 unchanged sentences

(In millions, except per share amounts)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

2025 2024 2025 2024

Revenue $ 4,015.6 $ 3,853.8 $ 7,706.0 $ 7,484.3

2 unchanged sentences

Occupancy and other costs 325.9 314.2 640.5 628.3

Repositioning costs 88.8 57.8 88.8 57.8

Cost of services 3,347.3 3,172.1 6,408.2 6,178.8

23 unchanged sentences

(In millions)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

2025 2024 2025 2024

Net Income $ 277.8 $ 348.2 $ 581.2 $ 685.2

20 unchanged sentences

(In millions, except per share amounts)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

2025 2024 2025 2024

Common Stock, shares 297.2 297.2 297.2 297.2

36 unchanged sentences

(In millions)

Three Months Ended March 31,

Six Months Ended June 30,

Cash Flows From Operating Activities:

4 unchanged sentences

Share-based compensation 44.2 44.7

Repositioning costs 88.8 57.8

Other, net 3.1 ( 6.4 )

5 unchanged sentences

Other, net 51.8 ( 13.7 )

Net Cash Provided By (Used In) Investing Activities 12.7 ( 838.3 )

Net Cash Used In Investing Activities ( 20.6 ) ( 866.3 )

Cash Flows From Financing Activities:

19 unchanged sentences

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.

GAAP or GAAP, for interim financial information and Article 10 of Regulation S-X of the Securities and Exchange Commission, or SEC.

Accordingly, certain information and footnote disclosures have been condensed or omitted.

10 unchanged sentences

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.

The completion of the Merger is subject to customary closing conditions, including required regulatory approvals.

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.

During the three and six months ended June 30, 2025, we recorded acquisition related costs related to the Merger of $ 66.0 million and $ 99.8 million, respectively, in selling, general and administrative expenses.

The results of IPG are not included in our 2025 or 2024 results of operations or financial position.

On June 23, 2025, the U.S.

Federal Trade Commission concluded its antitrust review of Omnicom’s pending acquisition of IPG and reached agreement with Omnicom and IPG on a mutually acceptable consent order.

We continue to work to obtain required regulatory approvals.

Risks and Uncertainties

18 unchanged sentences

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.

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 of 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

2 unchanged sentences

Revenue by discipline:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Media & Advertising $ 2,291.3 $ 2,101.0 $ 4,339.5 $ 4,055.2

9 unchanged sentences

Revenue by geographic market:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

North America $ 2,209.7 $ 2,148.4 $ 4,321.2 $ 4,189.3

7 unchanged sentences

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.

Revenue in the United States for the three months ended June 30, 2025 and 2024 was $ 2,093.5 million and $ 2,033.4 million, respectively, and revenue in the United States for the six months ended June 30, 2025 and 2024 was $ 4,100.5 million and $ 3,959.3 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

June 30, 2025 December 31, 2024 June 30, 2024

Work in process:

3 unchanged sentences

Customer advances $ 1,348.2 $ 1,336.1 $ 1,262.1

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

There were no impairment charges recorded in work in process in the six months ended June 30, 2025 and 2024.

Net Income per Share

Basic and diluted net income per share:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net Income - Omnicom Group Inc.

8 unchanged sentences

Diluted $ 1.31 $ 1.65 $ 2.77 $ 3.24

Potentially dilutive common shares are due to our share-based employee compensation plans and agreements, which primarily relate to stock options granted in the second quarter of 2025.

The number of potential common shares excluded from diluted shares outstanding was 6.5 million and 5.8 million for the three and six months ended June 30, 2025, respectively, because the effect of including those common shares in the calculation would have been anti-dilutive.

There were no potentially dilutive common shares excluded from diluted shares outstanding for the three and six months ended June 30, 2024.

Goodwill and Intangible Assets

Change in goodwill:

Three Months Ended March 31,

Six Months Ended June 30,

January 1 $ 10,677.4 $ 10,082.3

5 unchanged sentences

$ 11,001.8 $ 10,646.5

The increase in goodwill in the three months ended March 31, 2024 is primarily attributable to the acquisition of Flywheel Digital in January 2024.

There were no goodwill impairment charges recorded in the three months ended March 31, 2025 and 2024, and there are no accumulated goodwill impairment charges.

The increase in goodwill in the six months ended June 30, 2024 is primarily attributable to the acquisition of Flywheel Digital in January 2024.

There were no goodwill impairment charges recorded in the six months ended June 30, 2025 and 2024, and there are no accumulated goodwill impairment charges.

We completed our annual goodwill impairment test as of May 1, 2025.

The market assumptions used in our assessment reflected the current economic environment (see Note 1- Risks and Uncertainties ).

Based on the results of our impairment test, we concluded that at May 1, 2025 our goodwill was not impaired.

Intangible assets:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Value Accumulated

9 unchanged sentences

Amortization of intangible assets:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Acquired intangible assets and internally developed strategic platform assets $ 19.8 $ 21.5 $ 41.6 $ 43.0

7 unchanged sentences

All of these facilities provide additional liquidity sources for operating capital and general corporate purposes.

During the three months ended March 31, 2025 and 2024, there were no drawings under the Credit Facility and no commercial paper issuances.

During the three and six months ended June 30, 2025 and 2024, there were no drawings under the Credit Facility and no commercial paper issuances.

The Credit Facility has a financial covenant that requires us to maintain a Leverage Ratio of consolidated indebtedness to consolidated EBITDA (earnings before interest, taxes, depreciation, amortization and non-cash charges) of no more than 3.5 times for the most recently ended 12-month period.

At March 31, 2025, we were in compliance with this covenant as our Leverage Ratio was 2.4 times.

At June 30, 2025, we were in compliance with this covenant as our Leverage Ratio was 2.6 times.

The Credit Facility does not limit our ability to declare or pay dividends or repurchase our common stock.

Short-Term Debt

Short-term debt of $ 19.1 million and $ 21.3 million at March 31, 2025 and December 31, 2024, respectively, represented bank overdrafts and short-term borrowings primarily of our international subsidiaries.

Short-term debt of $ 22.3 million and $ 21.3 million at June 30, 2025 and December 31, 2024, respectively, represented bank overdrafts and short-term borrowings primarily of our international subsidiaries.

Due to the short-term nature of this debt, carrying value approximates fair value.

1 unchanged sentence

Long-term debt:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

3.60 % Senior Notes due 2026

12 unchanged sentences

Unamortized deferred loss from settlement of interest rate swap ( 0.5 ) ( 0.8 )

Long-Term Debt, including current portion 6,282.7 6,035.3

Current portion ( 1,398.6 ) —

Long-Term Debt $ 4,884.1 $ 6,035.3

The 2.45 % Senior Notes due 2030, 4.20 % Senior Notes due 2030, 2.60 % Senior Notes due 2031 and 5.30 % Senior Notes due 2034 are senior unsecured obligations of Omnicom that rank equal in right of payment with all existing and future unsecured senior indebtedness.

Omnicom and its wholly owned finance subsidiary, Omnicom Capital Inc., or OCI, are co-obligors under the 3.60 % Senior Notes due April 2026.

Omnicom and its wholly owned finance subsidiary, Omnicom Capital Inc., or OCI, are co-obligors under the 3.60 % Senior Notes due April 2026, accordingly it has been reclassified to current liabilities on the balance sheet.

These notes are a joint and several liability of Omnicom and OCI, and Omnicom unconditionally guarantees OCI’s obligations with respect to the notes.

1 unchanged sentence

OCI’s assets primarily consist of cash and cash equivalents and intercompany loans made to our operating subsidiaries, and the related interest receivable.

There are no restrictions on the ability of OCI or Omnicom to obtain funds from our subsidiaries through dividends, loans, or advances.

There are no restrictions on the ability of OCI or Omnicom to obtain funds from our subsidiaries through dividends, loans, or

Such notes are senior unsecured obligations that rank equal in right of payment with all existing and future unsecured senior indebtedness.

3 unchanged sentences

There are no restrictions on the ability of Omnicom, OCI or OFH to obtain funds from their subsidiaries through dividends, loans, or advances.

The Euro Notes and the related guarantees are senior

unsecured obligations that rank equal in right of payment with all existing and future unsecured senior indebtedness of OFH and each of Omnicom and OCI, as applicable.

The Euro Notes and the related guarantees are senior unsecured obligations that rank equal in right of payment with all existing and future unsecured senior indebtedness of OFH and each of Omnicom and OCI, as applicable.

Omnicom has fully and unconditionally guaranteed the obligations of Omnicom Capital Holdings plc, or OCH, a U.K.-based wholly owned subsidiary of Omnicom, with respect to the £ 325 million 2.25 % Senior Notes due 2033, or the Sterling Notes.

5 unchanged sentences

Our branded agency networks operate in the advertising, marketing and corporate communications services industry, and are organized into agency networks, virtual client networks, regional reporting units and operating groups or practice areas.

Our networks, virtual client networks and agencies increasingly share clients and provide clients with integrated services.

Our networks, virtual client networks and agencies share clients and provide clients with integrated services.

The main economic components of each agency are employee compensation and related costs, direct service costs and occupancy and other costs, which include rent and occupancy costs, technology costs and overhead expenses.

4 unchanged sentences

Segment revenue, segment operating expenses and segment operating income of our operating segments:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Revenue $ 4,015.6 $ 3,853.8 $ 7,706.0 $ 7,484.3

12 unchanged sentences

Reconciliation of segment operating income to income before income taxes and income from equity method investments:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Segment Operating Income $ 594.0 $ 568.1 $ 1,080.4 $ 1,047.0

Acquisition related costs 66.0 — 99.8 —

Repositioning costs 88.8 57.8 88.8 57.8

Operating Income 439.2 510.3 891.8 989.2

9 unchanged sentences

Americas EMEA Asia-Pacific

March 31, 2025

June 30, 2025

Revenue - Three months ended

$ 2,324.3 $ 1,232.5 $ 458.8

Revenue - Six months ended

$ 4,532.2 $ 2,298.3 $ 875.5

Long-lived assets and goodwill $ 8,148.0 $ 4,054.3 $ 723.5

March 31, 2024

June 30, 2024

Revenue - Three months ended

$ 2,254.8 $ 1,167.5 $ 431.5

Revenue - Six months ended

$ 4,392.2 $ 2,252.9 $ 839.2

Long-lived assets and goodwill $ 8,038.9 $ 3,773.3 $ 709.7

Our effective tax rate for the three months ended March 31, 2025 increased period-over-period to 28.5 % from 25.7 %, due primarily to the non-deductibility of acquisition related costs related to the pending merger with IPG (see Note 1 to the unaudited consolidated financial statements).

The effective tax rate for the three months ended March 31, 2024 includes the favorable impact from the resolution of certain non-U.S.

Our effective tax rate for the six months ended June 30, 2025 increased period-over-period to 29.4 % from 26.0 %, primarily due to the non-deductibility of certain acquisition related costs related to the pending merger with IPG (see Note 1 to the unaudited consolidated financial statements).

The effective tax rate for the six months ended June 30, 2024 includes the favorable impact from the resolution of certain non-U.S.

tax positions of $ 7.5 million.

5 unchanged sentences

The provisions effective in 2025 do not have a materially adverse impact on our results of operations, financial position, or cash flows.

At March 31, 2025, our unrecognized tax benefits were $ 177.9 million.

On July 4, 2025, the One Big Beautiful Bill Act was signed into law in the U.S., which contains a broad range of tax reform provisions affecting businesses.

We are evaluating the full effects of the legislation on our estimated annual effective tax rate and cash tax position, but we expect that the legislation will likely not have a material impact on our financial statements.

As the legislation was signed into law after the close of our second quarter, the impacts are not included in our operating results for the six months ended June 30, 2025.

At June 30, 2025, our unrecognized tax benefits were $ 159.7 million.

Of this amount, approximately $ 153.4 million would affect our effective tax rate upon resolution of the uncertain tax positions.

3 unchanged sentences

Postemployment Arrangements

Three Months Ended March 31,

Six Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

5 unchanged sentences

Total net periodic benefit expense $ 8.9 $ 4.2 $ 5.7 $ 6.8

In each of the three months ended March 31, 2025 and 2024, we contributed $ 0.1 million to the defined benefit pension plans.

In each of the six months ended June 30, 2025 and 2024, we contributed $ 0.2 million and $ 0.1 million, respectively, to the defined benefit pension plans .

Repositioning Costs

In connection with our strategic initiatives, operating expenses for the three and six months ended June 30, 2025 included $ 88.8 million ($ 67.2 million after-tax) of repositioning costs, primarily related to severance actions related to efficiency initiatives, primarily within the Omnicom Advertising Group and the Omnicom Production Group.

In connection with our strategic initiatives, operating expenses for the three and six months ended June 30, 2024 included $ 57.8 million ($ 42.9 million after-tax), primarily related to severance actions related to ongoing efficiency initiatives, including strategic agency consolidation in our smaller international markets and the launch of our centralized production strategy.

Supplemental Cash Flow Data

Change in operating capital:

Three Months Ended March 31,

Six Months Ended June 30,

(Increase) decrease in accounts receivable $ 955.6 $ 340.2

17 unchanged sentences

Currency Translation Total

Three Months Ended March 31, 2025

Six Months Ended June 30, 2025

January 1 $ ( 5.0 ) $ ( 25.5 ) $ ( 1,445.4 ) $ ( 1,475.9 )

3 unchanged sentences

$ ( 3.1 ) $ ( 24.6 ) $ ( 1,243.2 ) $ ( 1,270.9 )

Three Months Ended March 31, 2024

Six Months Ended June 30, 2024

January 1 $ ( 8.1 ) $ ( 42.7 ) $ ( 1,286.8 ) $ ( 1,337.6 )

4 unchanged sentences

Financial assets and liabilities measured at fair value on a recurring basis:

March 31, 2025

June 30, 2025

Level 1 Level 2 Level 3 Total

1 unchanged sentence

Marketable equity securities 0.9 0.9

Foreign currency derivatives $ 0.1 $ 0.1

Cross currency swaps - net investment hedge $ 9.0 $ 9.0

8 unchanged sentences

Changes in contingent purchase price obligations:

Three Months Ended March 31,

Six Months Ended June 30,

January 1 $ 220.1 $ 229.5

5 unchanged sentences

Carrying amount and fair value of our financial assets and liabilities:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Value Carrying

3 unchanged sentences

Cross currency swaps - net investment hedge — — 9.3 9.3

Foreign currency derivatives 0.1 0.1 — —

Short-term debt $ 22.3 $ 22.3 $ 21.3 $ 21.3

Foreign currency derivatives — — 0.1 0.1

Cross currency swaps - net investment hedge 9.0 9.0 — —

Contingent purchase price obligations 192.1 192.1 220.1 220.1

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements