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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 15, 2024

OMNICOM GROUP INC.
(Exact Name of Registrant as Specified in its Charter)

New York
1-10551
13-1514814
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(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 or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, par value $0.15 per share 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐



Item 2.02. Results of Operations and Financial Condition.
On October 15, 2024, Omnicom Group Inc. (“Omnicom” or the “Company”) published an earnings release reporting its financial results for the three and nine months ended September 30, 2024. A copy of the earnings release is furnished as Exhibit 99.1 to this report and is incorporated by reference herein in its entirety.
Item 7.01. Regulation FD Disclosure.
On October 15, 2024, Omnicom hosted an earnings call and posted on its website a related investor presentation in connection with publishing its financial results for the three and nine months ended September 30, 2024. A copy of the presentation is furnished as Exhibit 99.2 to this report and is incorporated by reference herein in its entirety.
The information under Items 2.02 and 7.01 above (including Exhibits 99.1 and 99.2 hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Forward-Looking Statements.
Certain statements in the exhibits to this Current Report on Form 8-K contain forward-looking statements, including statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, from time to time, the Company or its representatives have made, or may make, forward-looking statements, orally or in writing. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial position, or otherwise, based on current beliefs of the Company’s management as well as assumptions made by, and information currently available to, the Company’s management. Forward-looking statements may be accompanied by words such as “aim,” “anticipate,” “believe,” “plan,” “could,” “should,” “would,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “will,” “possible,” “potential,” “predict,” “project” or similar words, phrases or expressions. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the Company’s control. Therefore, you should not place undue reliance on such statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include: adverse economic conditions, including those caused by geopolitical events, international hostilities, acts of terrorism, public health crises, high and sustained inflation in countries that comprise our major markets, high interest rates, and labor and supply chain issues affecting the distribution of our clients’ products; international, national, or local economic conditions that could adversely affect the Company or its clients; losses on media purchases and production costs incurred on behalf of clients; reductions in client spending, a slowdown in client payments, and a deterioration or disruption in the credit markets; the ability to attract new clients and retain existing clients in the manner anticipated; changes in client advertising, marketing, and corporate communications requirements; failure to manage potential conflicts of interest between or among clients; unanticipated changes related to competitive factors in the advertising, marketing, and corporate communications industries; unanticipated changes to, or the ability to hire and retain key personnel; currency exchange rate fluctuations; reliance on information technology systems and risks related to cybersecurity incidents; effective management of the risks, challenges and efficiencies presented by utilizing Artificial Intelligence (AI) technologies and related partnerships in our business; changes in legislation or governmental regulations affecting the Company or its clients; risks associated with assumptions the Company makes in connection with its acquisitions, critical accounting estimates and legal proceedings; the Company’s international operations, which are subject to the risks of currency repatriation restrictions, social or political conditions, and an evolving regulatory environment in high-growth markets and developing countries; and risks related to our environmental, social, and governance goals and initiatives, including impacts from regulators and other stakeholders, and the impact of factors outside of our control on such goals and initiatives. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that may affect the Company’s business, including those described in Item 1A, “Risk Factors” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023 and in other documents filed from time to time with the Securities and Exchange Commission. Except as required under applicable law, the Company does not assume any obligation to update these forward-looking statements.





Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

Exhibit Number Description
99.1
99.2
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Omnicom Group Inc.
 
By: /s/ Andrew L. Castellaneta
Name: Andrew L. Castellaneta
Title:
Senior Vice President,
Chief Accounting Officer
Date: October 15, 2024

EX-99.1 2 a2024q3earningsrelease.htm EX-99.1 Document

omnicomlogobluetransparenta.jpg

OMNICOM REPORTS THIRD QUARTER 2024 RESULTS
Revenue of $3.9 billion, with organic growth of 6.5%
Net income of $385.9 million
Diluted earnings per share of $1.95; $2.03 Non-GAAP adjusted
Operating income of $600.1 million; EBITA of $622.3 million and 16.0% margin

NEW YORK, October 15, 2024 - Omnicom (NYSE: OMC) today announced results for the quarter ended September 30, 2024.

"Omnicom delivered a strong quarter, with 6.5% organic revenue growth, and 7.9% EBITA growth. We did so while continuing to strengthen our organization by investing in talent, service capabilities, and technology platforms to enhance our client offerings,” said John Wren, Chairman and Chief Executive Officer of Omnicom. “Our cash flow improved, and we continued our very disciplined capital allocation. With exceptional new business wins and exciting new work for our clients, we expect to finish the year with strong momentum."

Third Quarter 2024 Results
$ in millions, except per share amounts
Three Months Ended September 30,
2024 2023
Revenue $ 3,882.6  $ 3,578.1 
Operating Income 600.1  560.8 
Operating Income Margin 15.5  % 15.7  %
Net Income1
385.9  371.9 
Net Income per Share - Diluted1
$ 1.95  $ 1.86 
Non-GAAP Measures:2,3,4
EBITA6
622.3  576.5 
EBITA Margin 16.0  % 16.1  %
Adjusted EBITA 622.3  576.5 
Adjusted EBITA Margin 16.0  % 16.1  %
Non-GAAP Adjusted Net Income per Share - Diluted $ 2.03  $ 1.92 
Notes 1-6, see page 10.

Revenue
Revenue in the third quarter of 2024 increased $304.5 million, or 8.5%, to $3,882.6 million. Worldwide revenue growth in the third quarter of 2024 compared to the third quarter of 2023 was led by an increase in organic revenue of $231.3 million, or 6.5%. Acquisition revenue, net of disposition revenue, increased revenue by $74.4 million, or 2.1%, primarily due to the Flywheel Digital acquisition in the Precision Marketing discipline during the first quarter of 2024. The impact of foreign currency translation was neutral.

280 Park Avenue, New York, NY 10017. Tel (212) 415-3672


Organic growth by discipline in the third quarter of 2024 compared to the third quarter of 2023 was as follows: 9.4% for Advertising & Media, 35.3% for Experiential, 4.3% for Public Relations, 0.8% for Precision Marketing, and 0.3% for Execution & Support, partially offset by declines of 1.1% for Healthcare, and 5.4% for Branding & Retail Commerce.

Organic growth by region in the third quarter of 2024 compared to the third quarter of 2023 was as follows: 6.5% for the United States, 10.9% for Asia Pacific, 6.8% for Euro Markets & Other Europe, 24.8% for the Middle East & Africa, 8.7% for Latin America, and 1.5% for Other North America, partially offset by a decline of 0.2% for the United Kingdom.

Expenses
Operating expenses increased $265.2 million, or 8.8%, to $3,282.5 million in the third quarter of 2024 compared to the third quarter of 2023.

Salary and service costs increased $209.5 million, or 8.1%, to $2,796.0 million. These costs tend to fluctuate with changes in revenue and are comprised of salary and related costs, which include employee compensation and benefits costs, freelance labor, third-party service costs, and third-party incidental costs. Salary and related costs increased $90.2 million, or 5.1%, to $1,846.9 million, primarily due to our acquisition of Flywheel Digital. Third-party service costs include third-party supplier costs when we act as principal in providing services to our clients. Third-party incidental costs that are required to be included in revenue primarily consist of client-related travel and incidental out-of-pocket costs, which are billed back to the client directly at our cost. Third-party service costs increased $105.7 million, or 15.6%, to $784.5 million, primarily as a result of organic growth in our Advertising & Media and Experiential disciplines. Third-party incidental costs increased $13.6 million, or 9.0%, to $164.6 million.

Occupancy and other costs, which are less directly linked to changes in revenue than salary and service costs, increased $37.0 million, or 12.8%, to $325.6 million. The increase is primarily related to our acquisition activity during the year. Increased office and other related costs were partially offset by lower rent expense.

SG&A expenses increased $9.7 million, or 10.8%, to $99.5 million, primarily due to professional fees related to strategic initiatives.

Operating Income
Operating income increased $39.3 million, or 7.0%, to $600.1 million in the third quarter of 2024 compared to the third quarter of 2023, and the related margin decreased to 15.5% from 15.7%.

Interest Expense, net
Net interest expense in the third quarter of 2024 increased $2.1 million to $40.4 million compared to the third quarter of 2023. Interest expense increased $12.9 million to $66.4 million, primarily due to higher outstanding debt, and interest income increased primarily due to higher cash balances. In August 2024, we issued $600 million aggregate principal amount of 5.3% Senior Notes due 2034. Net proceeds from the offering, along with available cash, will be used to fund the $750 million repayment of our 3.65% Senior Notes due November 1, 2024.

Income Taxes
Our effective tax rate for the three months ended September 30, 2024 increased period-over-period to 26.8% from 26.0%.



Page 2


Net Income – Omnicom Group Inc. and Diluted Net Income per Share
Net income - Omnicom Group Inc. for the third quarter of 2024 increased $14.0 million, or 3.8%, to $385.9 million compared to the third quarter of 2023. Diluted shares outstanding for the third quarter of 2024 decreased 0.9% to 198.2 million from 199.9 million as a result of net share repurchases. Diluted net income per share of $1.95 increased $0.09, or 4.8%, from $1.86. Non-GAAP Adjusted Net Income per Share - Diluted for the third quarter of 2024 increased $0.11, or 5.7%, to $2.03 from $1.92. Non-GAAP Adjusted Net Income per Share - Diluted excluded $16.4 million and $11.6 million of after-tax amortization of acquired and internally developed strategic platform assets in the third quarters of 2024 and 2023, respectively. We present Non-GAAP Adjusted Net Income per Share - Diluted to allow for comparability with the prior year period.

EBITA
EBITA and Adjusted EBITA increased $45.8 million, or 7.9%, to $622.3 million in the third quarter of 2024 compared to the third quarter of 2023, and the related margin decreased to 16.0% from 16.1%. EBITA and Adjusted EBITA excluded amortization of acquired and internally developed strategic platform assets of $22.2 million and $15.7 million in the third quarters of 2024 and 2023, respectively.

Risks and Uncertainties
Current global economic disruptions, including geopolitical events, international hostilities, acts of terrorism, public health crises, high and sustained inflation in countries that comprise our major markets, high interest rates, and labor and supply chain issues 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.
Definitions - Components of Revenue Change
We use certain terms in describing the components of the change in revenue above.
Foreign exchange rate impact: calculated by translating the current period’s local currency revenue using the prior period average exchange rates to derive current period constant currency revenue. The foreign exchange rate impact is the difference between the current period revenue in U.S. Dollars and the current period constant currency revenue.
Acquisition revenue, net of disposition revenue: Acquisition revenue is calculated as if the acquisition occurred twelve months prior to the acquisition date by aggregating the comparable prior period revenue of acquisitions through the acquisition date. As a result, acquisition revenue excludes the positive or negative difference between our current period revenue subsequent to the acquisition date, and the comparable prior period revenue and the positive or negative growth after the acquisition date is attributed to organic growth. Disposition revenue is calculated as if the disposition occurred twelve months prior to the disposition date by aggregating the comparable prior period revenue of disposals through such date. The acquisition revenue and disposition revenue amounts are netted in the description above.
Organic growth: calculated by subtracting the foreign exchange rate impact component and the acquisition revenue, net of disposition revenue component from total revenue growth.
Conference Call
Omnicom will host a conference call to review its financial results on Tuesday, October 15, 2024, starting at 4:30 p.m. Eastern Time. A live webcast of the call, along with the related slide presentation, will be available at Omnicom’s investor relations website, investor.omnicomgroup.com, and a webcast replay will be made available after the call concludes.
Page 3



Corporate Responsibility
At Omnicom, we are committed to promoting responsible practices and making positive contributions to society around the globe. Please explore our website (omnicomgroup.com/corporate-responsibility) for highlights of our progress across the areas on which we focus: Empower People, Protect Our Planet, Lead Responsibly.
About Omnicom
Omnicom (NYSE: OMC) is a leading provider of data-inspired, creative marketing and sales solutions. Omnicom’s iconic agency brands are home to the industry’s most innovative communications specialists who are focused on driving intelligent business outcomes for their clients. The company offers a wide range of services in advertising, strategic media planning and buying, precision marketing, retail and digital commerce, branding, experiential, public relations, healthcare marketing and other specialty marketing services to over 5,000 clients in more than 70 countries. For more information, visit www.omnicomgroup.com.    
Contact
Investors: Gregory Lundberg greg.lundberg@omnicomgroup.com
Media: Joanne Trout joanne.trout@omnicomgroup.com
Non-GAAP Financial Measures
We present financial measures determined in accordance with generally accepted accounting principles in the United States (“GAAP”) and adjustments to the GAAP presentation (“Non-GAAP”), which we believe are meaningful for understanding our performance. We believe these measures are useful in evaluating the impact of certain items on operating performance and allows for comparability between reporting periods. EBITA is defined as earnings before interest, taxes, and amortization of acquired intangible assets and internally developed strategic platform assets, and EBITA margin is defined as EBITA divided by revenue. We use EBITA and EBITA margin as additional operating performance measures, which exclude the non-cash amortization expense of acquired intangible assets and internally developed strategic platform assets. We also use Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted EBITA, Adjusted EBITA Margin, Adjusted Income Tax Expense, Adjusted Net Income – Omnicom Group Inc. and Adjusted Net Income per share – Omnicom Group Inc. - Diluted as additional operating performance measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP. Non-GAAP financial measures as reported by us may not be comparable to similarly titled amounts reported by other companies.

Forward-Looking Statements Certain statements in this document contain forward-looking statements, including statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, from time to time, the Company or its representatives have made, or may make, forward-looking statements, orally or in writing. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial position, or otherwise, based on current beliefs of the Company’s management as well as assumptions made by, and information currently available to, the Company’s management. Forward-looking statements may be accompanied by words such as “aim,” “anticipate,” “believe,” “plan,” “could,” “should,” “would,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “will,” “possible,” “potential,” “predict,” “project” or similar words, phrases or expressions. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the Company’s control. Therefore, you should not place undue reliance on such statements.
Page 4


Factors that could cause actual results to differ materially from those in the forward-looking statements include: adverse economic conditions, including those caused by geopolitical events, international hostilities, acts of terrorism, public health crises, high and sustained inflation in countries that comprise our major markets, high interest rates, and labor and supply chain issues affecting the distribution of our clients’ products; international, national, or local economic conditions that could adversely affect the Company or its clients; losses on media purchases and production costs incurred on behalf of clients; reductions in client spending, a slowdown in client payments, and a deterioration or disruption in the credit markets; the ability to attract new clients and retain existing clients in the manner anticipated; changes in client advertising, marketing, and corporate communications requirements; failure to manage potential conflicts of interest between or among clients; unanticipated changes related to competitive factors in the advertising, marketing, and corporate communications industries; unanticipated changes to, or the ability to hire and retain key personnel; currency exchange rate fluctuations; reliance on information technology systems and risks related to cybersecurity incidents; effective management of the risks, challenges and efficiencies presented by utilizing Artificial Intelligence (AI) technologies and related partnerships in our business; changes in legislation or governmental regulations affecting the Company or its clients; risks associated with assumptions the Company makes in connection with its acquisitions, critical accounting estimates and legal proceedings; the Company’s international operations, which are subject to the risks of currency repatriation restrictions, social or political conditions, and an evolving regulatory environment in high-growth markets and developing countries; and risks related to our environmental, social, and governance goals and initiatives, including impacts from regulators and other stakeholders, and the impact of factors outside of our control on such goals and initiatives. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that may affect the Company’s business, including those described in Item 1A, “Risk Factors” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023 and in other documents filed from time to time with the Securities and Exchange Commission. Except as required under applicable law, the Company does not assume any obligation to update these forward-looking statements.
Page 5


OMNICOM GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In millions, except per share amounts)
Three Months Ended 
September 30,
Nine Months Ended September 30,
2024 2023 2024 2023
Revenue $ 3,882.6  $ 3,578.1  $ 11,366.9  $ 10,631.3 
Operating Expenses:
Salary and service costs 2,796.0  2,586.5  8,288.7  7,747.2 
Occupancy and other costs 325.6  288.6  953.9  877.9 
Real estate and other repositioning costs1
—  —  57.8  191.5 
Gain on disposition of subsidiary1
—  —  —  (78.8)
Cost of services 3,121.6  2,875.1  9,300.4  8,737.8 
Selling, general and administrative expenses 99.5  89.8  295.8  278.1 
Depreciation and amortization 61.4  52.4  181.4  157.4 
Total operating expenses1
3,282.5  3,017.3  9,777.6  9,173.3 
Operating Income 600.1  560.8  1,589.3  1,458.0 
Interest Expense 66.4  53.5  182.9  165.9 
Interest Income 26.0  15.2  74.0  80.9 
Income Before Income Taxes and Income From Equity Method Investments 559.7  522.5  1,480.4  1,373.0 
Income Tax Expense1
150.2  136.1  389.9  360.7 
Income From Equity Method Investments 0.4  1.9  4.6  3.1 
Net Income1
409.9  388.3  1,095.1  1,015.4 
Net Income Attributed To Noncontrolling Interests 24.0  16.4  62.5  49.7 
Net Income - Omnicom Group Inc.1
$ 385.9  $ 371.9  $ 1,032.6  $ 965.7 
Net Income Per Share - Omnicom Group Inc.:
Basic $ 1.97  $ 1.88  $ 5.25  $ 4.84 
Diluted1
$ 1.95  $ 1.86  $ 5.19  $ 4.78 
Dividends Declared Per Common Share $ 0.70  $ 0.70  $ 2.10  $ 2.10 
Operating income margin 15.5  % 15.7  % 14.0  % 13.7  %
Non-GAAP Measures:4
EBITA2
$ 622.3  $ 576.5  $ 1,654.5  $ 1,503.2 
EBITA Margin2
16.0  % 16.1  % 14.6  % 14.1  %
EBITA - Adjusted1,2
$ 622.3  $ 576.5  $ 1,712.3  $ 1,615.9 
EBITA Margin - Adjusted1,2
16.0  % 16.1  % 15.1  % 15.2  %
Non-GAAP Adjusted Net Income Per Share - Omnicom Group Inc. - Diluted1,3
$ 2.03  $ 1.92  $ 5.65  $ 5.39 

1)    See Notes 3-5 on page 10 regarding our repositioning actions.
2)     See Note 6 on page 10 for the definition of EBITA.
3)     Beginning with the first quarter of 2024, Adjusted Net Income per Share - Diluted excludes after-tax amortization of acquired intangible assets and internally developed strategic platform assets. We believe these measures are useful in evaluating the impact of these items on operating performance and allows for comparability between reporting periods.
4) See Non-GAAP reconciliations starting on page 8.









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OMNICOM GROUP INC. AND SUBSIDIARIES
DETAIL OF OPERATING EXPENSES
(Unaudited)
(In millions)


Three Months Ended 
September 30,
Nine Months Ended
September 30,
2024 2023 2024 2023
Revenue $ 3,882.6  $ 3,578.1  $ 11,366.9  $ 10,631.3 
Operating Expenses:
Salary and service costs:
Salary and related costs 1,846.9  1,756.7  5,531.1  5,306.7 
Third-party service costs1
784.5  678.8  2,293.8  2,033.9 
Third-party incidental costs2
164.6  151.0  463.8  406.6 
Total salary and service costs 2,796.0  2,586.5  8,288.7  7,747.2 
Occupancy and other costs 325.6  288.6  953.9  877.9 
Real estate and other repositioning costs3
—  —  57.8  191.5 
Gain on disposition of subsidiary3
—  —  —  (78.8)
    Cost of services 3,121.6  2,875.1  9,300.4  8,737.8 
Selling, general and administrative expenses 99.5  89.8  295.8  278.1 
Depreciation and amortization 61.4  52.4  181.4  157.4 
Total operating expenses 3,282.5  3,017.3  9,777.6  9,173.3 
Operating Income $ 600.1  $ 560.8  $ 1,589.3  $ 1,458.0 

1)     Third-party service costs include third-party supplier costs when we act as principal in providing services to our clients.
2)     Third-party incidental costs primarily consist of client-related travel and incidental out-of-pocket costs, which we bill back to the client directly at our cost and which we are required to include in revenue.
3)     See Notes 3-5 on page 10 regarding our repositioning actions.

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OMNICOM GROUP INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(Unaudited)
(In millions)
Three Months Ended 
September 30,
Nine Months Ended September 30,
2024 2023 2024 2023
Net Income - Omnicom Group Inc. $ 385.9  $ 371.9  $ 1,032.6  $ 965.7 
Net Income Attributed To Noncontrolling Interests 24.0  16.4  62.5  49.7 
Net Income 409.9  388.3  1,095.1  1,015.4 
Income From Equity Method Investments 0.4  1.9  4.6  3.1 
Income Tax Expense 150.2  136.1  389.9  360.7 
Income Before Income Taxes and Income From Equity Method Investments 559.7  522.5  1,480.4  1,373.0 
Interest Expense 66.4  53.5  182.9  165.9 
Interest Income 26.0  15.2  74.0  80.9 
Operating Income 600.1  560.8  1,589.3  1,458.0 
Add back: amortization of acquired intangible assets and internally developed strategic platform assets1
22.2  15.7  65.2  45.2 
Earnings before interest, taxes and amortization of intangible assets (“EBITA”)1
$ 622.3  $ 576.5  $ 1,654.5  $ 1,503.2 
Amortization of other purchased and internally developed software 4.3  4.6  13.4  13.7 
Depreciation 34.9  32.1  102.8  98.5 
EBITDA $ 661.5  $ 613.2  $ 1,770.7  $ 1,615.4 
EBITA $ 622.3  $ 576.5  $ 1,654.5  $ 1,503.2 
Real estate and other repositioning costs2
—  —  57.8  191.5 
Gain on disposition of subsidiary2
—  —  —  (78.8)
EBITA - Adjusted1,2
$ 622.3  $ 576.5  $ 1,712.3  $ 1,615.9 
Revenue $ 3,882.6  $ 3,578.1  $ 11,366.9  $ 10,631.3 
Non-GAAP Measures:
EBITA1
$ 622.3  $ 576.5  $ 1,654.5  $ 1,503.2 
EBITA Margin1
16.0  % 16.1  % 14.6  % 14.1  %
EBITA - Adjusted1,2
$ 622.3  $ 576.5  $ 1,712.3  $ 1,615.9 
EBITA Margin - Adjusted1
16.0  % 16.1  % 15.1  % 15.2  %

1)    See Note 6 on page 10 for the definition of EBITA.
2)     See Notes 3-5 on page 10 regarding our repositioning actions.
The above table reconciles the U.S. GAAP financial measure of Net Income - Omnicom Group Inc. to EBITDA, EBITA, and EBITA - Adjusted. We use EBITA and EBITA Margin as additional operating performance measures, which exclude the non-cash amortization expense of acquired intangible assets and internally developed strategic platform assets. The above table also presents Non-GAAP adjustments to EBITA to present EBITA - Adjusted for the periods presented. Accordingly, we believe EBITA, EBITA Margin, EBITA - Adjusted, and EBITA Margin - Adjusted are useful measures for investors to evaluate the comparability of the performance of our business year to year.






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OMNICOM GROUP INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(Unaudited)
(In millions)

Three Months Ended September 30,
Reported 2024 Non-GAAP Adj. Non-GAAP 2024 Adj. Reported 2023 Non-GAAP Adj. Non-GAAP 2023 Adj.
Revenue $ 3,882.6  $ —  $ 3,882.6  $ 3,578.1  $ —  $ 3,578.1 
Operating Expenses 3,282.5  —  3,282.5  3,017.3  —  3,017.3 
Operating Income 600.1  —  600.1  560.8  —  560.8 
Operating Income Margin 15.5  % 15.5  % 15.7  % 15.7  %

Nine Months Ended September 30,
Reported 2024 Non-GAAP Adj. Non-GAAP 2024 Adj. Reported 2023
Non-GAAP Adj. (1)
Non-GAAP 2023 Adj.
Revenue $ 11,366.9  $ —  $ 11,366.9  $ 10,631.3  $ —  $ 10,631.3 
Operating Expenses1
9,777.6  (57.8) 9,719.8  9,173.3  (112.7) 9,060.6 
Operating Income 1,589.3  57.8  1,647.1  1,458.0  112.7  1,570.7 
Operating Income Margin 14.0  % 14.5  % 13.7  % 14.8  %

Three Months Ended September 30,
Nine Months Ended September 30,
2024 2023 2024 2023
Net Income Net Income per Share- Diluted Net Income Net Income per Share- Diluted Net Income Net Income per Share- Diluted Net Income Net Income per Share- Diluted
Net Income - Omnicom Group Inc. - Reported $ 385.9  $ 1.95  $ 371.9  $ 1.86  $ 1,032.6  $ 5.19  $ 965.7  $ 4.78 
Real estate and other repositioning costs1
—  —  —  —  42.9  0.22  145.5  0.72 
Gain on disposition of subsidiary1
—  —  —  —  —  —  (55.9) (0.28)
Amortization of acquired intangible assets and internally developed strategic platform assets (after-tax)2
16.4  0.08  11.6  0.06  48.2  0.24  33.4  0.17 
Non-GAAP Net Income - Omnicom Group Inc. - Adjusted2,3
$ 402.3  $ 2.03  $ 383.5  $ 1.92  $ 1,123.7  $ 5.65  $ 1,088.7  $ 5.39 

1)    See Notes 3-5 on page 10 regarding our repositioning actions.
2)    Beginning with the first quarter of 2024, Adjusted Net Income per Share - Diluted excludes after-tax amortization of acquired intangible assets and internally developed strategic platform assets. We believe these measures are useful in evaluating the impact of these items on operating performance and allows for comparability between reporting periods.
3)     Weighted-average diluted Shares for the three months ended September 30, 2024 and 2023 were 198.2 million and 199.9 million, respectively. Weighted-average diluted shares for the nine months ended September 30, 2024 and 2023 were 198.9 million and 202.0 million, respectively. The above tables reconcile the GAAP financial measures of Operating Income, Net Income - Omnicom Group Inc., and Net Income per Share - Diluted to adjusted Non-GAAP financial measures of Non-GAAP Operating Income - Adjusted, Non-GAAP Net Income-Omnicom Group Inc. - Adjusted and Non-GAAP Adjusted Net Income per Share - Diluted. Management believes these Non-GAAP measures are useful for investors to evaluate the comparability of the performance of our business year to year.


Page 9



NOTES:

1)    Net Income and Net Income per Share for Omnicom Group Inc.
2)     See non-GAAP reconciliations starting on page 8.
3)    For the nine months ended September 30, 2024, operating expenses included $57.8 million ($42.9 million after-tax) of repositioning costs, primarily related to severance, which reduce diluted net income per share - Omnicom Group Inc. by $0.22. There were no repositioning costs for the three months ended September 30, 2024.
4)    There were no repositioning costs impacting the three months ended September 30, 2023.
5)    For the nine months ended September 30, 2023, operating expenses included real estate operating lease impairment charges, severance, and other exit costs of $191.5 million ($145.5 million after-tax) related to repositioning actions we took in the first and second quarters of 2023 to reduce our real estate requirements, rebalance our workforce, and consolidate operations in certain markets. In addition, in the second quarter of 2023, we recorded a gain of $78.8 million ($55.9 million after-tax) on disposition of certain of our research businesses in the Execution & Support discipline. The net impact of these actions reduced diluted net income per share - Omnicom Group Inc. by $0.44.
6)    Beginning with the first quarter of 2024, EBITA is defined as earnings before interest, taxes and amortization of acquired intangible assets and internally developed strategic platform assets. As a result, we reclassified the prior year periods to be consistent with the revised definition, which reduced EBITA from previously reported amounts.

Page 10
EX-99.2 3 a2024q3investorpresentat.htm EX-99.2 a2024q3investorpresentat
2024 Third Quarter October 15, 2024


 
2 Highlights Revenue • 6.5% organic revenue growth and +2.1% from net acquisitions/dispositions in Q3 2024 • Led by Advertising & Media (+9.4%), Experiential (+35.3%), and Public Relations (+4.3%) Income • 7.0% growth in Operating Income, and 7.9% growth in Adjusted EBITA in Q3 2024 with a 16.0% margin(i) • 4.8% growth in diluted EPS to $1.95, and 5.7% growth in Non-GAAP adjusted diluted EPS to $2.03 in Q3 2024(i) Business update • Won Amazon's media business in the Americas, and extended our VW media relationship • Chosen by Kenvue and Grupo Bimbo for content production • Announced Omnicom Advertising Group (OAG) to strengthen depth of services and enhance collaboration across the group • Acquired LeapPoint to boost OPMG's content supply chain solutions Capital allocation • FCF up 4.0% YTD • $362.4 million in share repurchases YTD • $416.0 million in dividends paid YTD • 40.6% Return on Equity and 20.2% Return on Invested Capital for the 12 months ended September 30, 2024 (i) See Non-GAAP reconciliations on pages 18 - 21.


 
3 Third Quarter Year to Date 2024 2023 2024 2023 Revenue $ 3,882.6 $ 3,578.1 $ 11,366.9 $ 10,631.3 Operating Expenses (a) 3,282.5 3,017.3 9,777.6 9,173.3 Operating Income 600.1 560.8 1,589.3 1,458.0 Net Interest Expense 40.4 38.3 108.9 85.0 Income Tax Expense(b) 150.2 136.1 389.9 360.7 Income from Equity Method Investments 0.4 1.9 4.6 3.1 Net Income Attributed to Noncontrolling Interests 24.0 16.4 62.5 49.7 Net Income - Omnicom Group Inc.(a)(b) $ 385.9 $ 371.9 $ 1,032.6 $ 965.7 Diluted Shares 198.2 199.9 198.9 202.0 Net Income per Share - Diluted(a)(b) $ 1.95 $ 1.86 $ 5.19 $ 4.78 Non-GAAP Adjusted Net Income per Share - Diluted(a)(b)(5) $ 2.03 $ 1.92 $ 5.65 $ 5.39 Dividends Declared Per Common Share $ 0.70 $ 0.70 $ 2.10 $ 2.10 Income Statement Summary In millions except per share amounts. See Notes on page 13 and non-GAAP reconciliations on pages 18 - 21.


 
4 Revenue Change Third Quarter Year to Date $ % ∆ $ % ∆ Prior Period Revenue $ 3,578.1 $ 10,631.3 Foreign exchange rate impact(1) (1.2) (0.1) % (41.3) (0.4) % Acquisition revenue, net of disposition revenue(2) 74.4 2.1 % 220.4 2.1 % Organic growth(3) 231.3 6.5 % 556.5 5.2 % Current Period Revenue $ 3,882.6 8.5 % $ 11,366.9 6.9 % In millions. See Definitions (1) through (3) on page 13.


 
5 Revenue by Discipline Third Quarter Year to Date Revenue % of Rev % Growth % Organic Growth(3) Revenue % of Rev % Growth % Organic Growth(3) Advertising & Media $ 2,083.7 53.7 % 9.1 % 9.4 % Advertising & Media $ 6,037.3 53.1 % 7.9 % 8.1 % Precision Marketing 461.0 11.9 % 20.1 % 0.8 % Precision Marketing 1,338.0 11.8 % 20.2 % 2.1 % Public Relations 414.4 10.6 % 5.6 % 4.3 % Public Relations 1,222.9 10.8 % 5.3 % 1.4 % Healthcare 338.7 8.7 % (0.9) % (1.1) % Healthcare 1,015.4 8.8 % 0.6 % 1.0 % Branding & Retail Commerce 199.0 5.1 % (6.0) % (5.4) % Branding & Retail Commerce 598.5 5.3 % (5.3) % (4.3) % Experiential 177.0 4.6 % 32.8 % 35.3 % Experiential 523.0 4.6 % 17.4 % 20.2 % Execution & Support 208.8 5.4 % 1.3 % 0.3 % Execution & Support 631.8 5.6 % (6.1) % (1.2) % Total $ 3,882.6 100.0 % 8.5 % 6.5 % Total $ 11,366.9 100.0 % 6.9 % 5.2 % In millions. See Definition (3) on page 13.


 
6 Third Quarter Revenue % of Rev % Growth % Organic Growth(3) United States $ 2,039.7 52.5 % 9.1 % 6.5 % Other North America 114.3 2.9 % (0.1) % 1.5 % United Kingdom 424.9 11.0 % 4.4 % (0.2) % Euro Markets & Other Europe 655.9 16.9 % 7.6 % 6.8 % Asia Pacific 484.8 12.5 % 13.5 % 10.9 % Latin America 99.7 2.6 % 0.3 % 8.7 % Middle East & Africa 63.3 1.6 % 22.7 % 24.8 % Total $ 3,882.6 100.0 % 8.5 % 6.5 % Revenue by Region Year to Date Revenue % of Rev % Growth % Organic Growth(3) United States $ 5,999.0 52.8 % 8.4 % 5.7 % Other North America 344.3 3.0 % (3.6) % (2.1) % United Kingdom 1,251.7 11.0 % 7.6 % 3.2 % Euro Markets & Other Europe 1,936.8 17.1 % 4.7 % 5.0 % Asia Pacific 1,324.0 11.6 % 4.2 % 4.6 % Latin America 302.6 2.7 % 17.3 % 17.8 % Middle East & Africa 208.5 1.8 % 4.7 % 7.2 % Total $ 11,366.9 100.0 % 6.9 % 5.2 % In millions. See Definition (3) on page 13.


 
7 Third Quarter Year to Date 2024 2023 2024 2023 Pharma & Health 16% 16% 16% 16% Food and Beverage 15% 15% 15% 15% Auto 12% 12% 11% 12% Consumer Products 10% 8% 10% 8% Technology 8% 8% 8% 8% Financial Services 7% 8% 7% 8% Travel & Entertainment 7% 7% 7% 7% Retail 6% 6% 6% 6% Telecommunications 4% 4% 3% 4% Government 4% 4% 4% 4% Services 3% 2% 3% 2% Oil, Gas & Utilities 2% 2% 2% 2% Not-for-Profit 1% 1% 1% 1% Education 1% 1% 1% 1% Other 4% 6% 6% 6% Total 100% 100% 100% 100% Revenue by Industry Sector Note: Prior year period amounts conform to the current period presentation.


 
8 Operating Expense Detail Third Quarter Year to Date 2024 % of Rev 2023 % of Rev 2024 % of Rev 2023 % of Rev Revenue $ 3,882.6 $ 3,578.1 $ 11,366.9 $ 10,631.3 Operating expenses: Salary and related costs 1,846.9 47.6 % 1,756.7 49.1 % 5,531.1 48.7 % 5,306.7 49.9 % Third-party service costs(c) 784.5 20.2 % 678.8 19.0 % 2,293.8 20.2 % 2,033.9 19.1 % Third-party incidental costs(d) 164.6 4.2 % 151.0 4.2 % 463.8 4.1 % 406.6 3.8 % Total salary and service costs 2,796.0 2,586.5 8,288.7 7,747.2 Occupancy and other costs 325.6 8.4 % 288.6 8.1 % 953.9 8.4 % 877.9 8.3 % Real estate and other repositioning costs(a) — — % — — % 57.8 0.5 % 191.5 1.8 % Gain on disposition of subsidiary(a) — — % — — % — — % (78.8) (0.7) % Cost of services 3,121.6 2,875.1 9,300.4 8,737.8 Selling, general and administrative expenses 99.5 2.6 % 89.8 2.5 % 295.8 2.6 % 278.1 2.6 % Depreciation and amortization 61.4 1.6 % 52.4 1.5 % 181.4 1.6 % 157.4 1.5 % Total operating expenses 3,282.5 84.5 % 3,017.3 84.3 % 9,777.6 86.0 % 9,173.3 86.3 % Operating Income(a) $ 600.1 $ 560.8 $ 1,589.3 $ 1,458.0 In millions. See Notes on page 13.


 
9 Third Quarter Year to Date Reported 2024 Non- GAAP Adj. 2024 Reported 2023 Non- GAAP Adj. 2023 Reported 2024 Non- GAAP Adjs. Non- GAAP Adj. 2024 Reported 2023 Non- GAAP Adjs. Non- GAAP Adj. 2023 Revenue $ 3,882.6 $ 3,882.6 $ 3,578.1 $ 3,578.1 $ 11,366.9 $ — $ 11,366.9 $ 10,631.3 $ — $ 10,631.3 Operating Expenses: Operating Expenses(a) 3,282.5 3,282.5 3,017.3 3,017.3 9,777.6 (57.8) 9,719.8 9,173.3 (112.7) 9,060.6 Operating Income(a) 600.1 600.1 560.8 560.8 1,589.3 57.8 1,647.1 1,458.0 112.7 1,570.7 Operating Income Margin % 15.5 % 15.5 % 15.7 % 15.7 % 14.0 % 14.5 % 13.7 % 14.8 % Net Interest Expense 40.4 38.3 108.9 85.0 Income Tax Expense(b) 150.2 136.1 389.9 360.7 Income Tax Rate 26.8 % 26.0 % 26.3 % 26.3 % Income from Equity Method Investments 0.4 1.9 4.6 3.1 Net Income Attributed to Noncontrolling Interests 24.0 16.4 62.5 49.7 Net Income - Omnicom Group Inc.(a)(b) $ 385.9 $ 371.9 $ 1,032.6 $ 965.7 Net Income per Share - Diluted(a)(b) $ 1.95 $ 1.86 $ 5.19 $ 4.78 Non-GAAP Measures: EBITA(5) $ 622.3 $ 622.3 $ 576.5 $ 576.5 $ 1,654.5 $57.8 $ 1,712.3 $ 1,503.2 $112.7 $ 1,615.9 EBITA Margin % 16.0 % 16.0 % 16.1 % 16.1 % 14.6 % 15.1 % 14.1 % 15.2 % Reported Net Income per Share - Diluted(a)(b) $ 1.95 $ 1.86 $ 5.19 $ 4.78 After-tax amortization per diluted share(5) $ 0.08 $ 0.06 $ 0.24 $ 0.17 Real estate and other repositioning costs per diluted share(a)(b) $ — $ — $ 0.22 $ 0.72 Gain on disposition of subsidiary per diluted share(a)(b) $ — $ — $ — $ (0.28) Non-GAAP Adjusted Net Income per Share - Diluted(5) $ 2.03 $ 1.92 $ 5.65 $ 5.39 Income Statement Summary - Non-GAAP Adjusted In millions except per share amounts. See Notes on page 13 and Non-GAAP reconciliations on pages 18 - 21.


 
10 Cash Flow Performance Nine Months Ended September 30, 2024 2023 Free Cash Flow(4) $ 1,402.1 $ 1,348.1 Primary Uses of Cash: Dividends paid to Common Shareholders 416.0 424.0 Dividends paid to Noncontrolling Interest Shareholders 64.0 47.0 Capital Expenditures 93.6 64.2 Acquisition payments, including payment of contingent purchase price obligations, and acquisition of additional noncontrolling interests 953.4 202.4 Stock Repurchases, net of Proceeds from Stock Plans 358.5 529.8 Primary Uses of Cash(4) 1,885.5 1,267.4 Net Free Cash Flow(4) $ (483.4) $ 80.7 In millions. See Definition (4) on page 13 and Non-GAAP reconciliations on pages 18 - 21.


 
11 Credit & Liquidity $ Millions Twelve Months Ended September 30, 2024 2023 EBITDA(5) $ 2,471.1 $ 2,312.7 Total Debt / EBITDA 2.8 x 2.4 x Net Debt(6) / EBITDA 1.4 x 1.2 x Debt Bank Loans (Due Less Than 1 Year) $ 16.9 $ 14.5 USD-denominated Senior Notes 4,750.0 4,150.0 EUR-denominated Senior Notes 1,785.9 1,056.6 GBP-denominated Senior Notes 434.7 396.6 Other (40.5) (31.1) Total Debt $ 6,947.0 $ 5,586.6 Cash and Equivalents 3,533.9 2,769.6 Short Term Investments — — Net Debt(6) $ 3,413.1 $ 2,817.0 In millions. See Definitions (5) and (6) on page 13 and Non-GAAP reconciliations on pages 18 - 21.


 
12 Historical Returns Return on Invested Capital (ROIC)(7) Return on Equity(8) Twelve months ended September 30, 2024 20.2 % Twelve months ended September 30, 2024 40.6 % Twelve months ended September 30, 2023 22.6 % Twelve months ended September 30, 2023 46.7 % In millions. See Definitions (7) and (8) on page 13.


 
13 Notes (a) For the nine months ended September 30, 2024, operating expenses included $57.8 million ($42.9 million after-tax) of repositioning costs, primarily related to severance, which reduced diluted net income per share- Omnicom Group Inc. by $0.22. There were no repositioning costs for the three months ended September 30, 2024. For the nine months ended September 30, 2023, operating expenses included real estate operating lease impairment charges, severance, and other exit costs of $191.5 million ($145.5 million after-tax) related to repositioning actions we took in the first and second quarters of 2023 to reduce our real estate requirements, rebalance our workforce, and consolidate operations in certain markets. In addition, in the second quarter of 2023, we recorded a gain of $78.8 million ($55.9 million after tax) on disposition of certain of our research businesses in the Execution & Support discipline. There was no impact to operating expenses for the three months ended September 30, 2023 from these actions. The net impact of these actions reduced diluted net income per share- Omnicom Group Inc. by $0.44. (b) Income tax for the nine months ended September 30, 2024 and 2023 included impacts related to real estate and other repositioning actions and gain on disposition of subsidiary. (c) Third-party service costs include third-party supplier costs when we act as principal in providing services to our clients. (d) Third-party incidental costs primarily consist of client-related travel and incidental out-of-pocket costs, which we bill back to the client directly at our cost and which we are required to include in revenue. (e) Constant Dollar ("C$") expense is calculated by translating the current period’s local currency expense using the prior period average exchange rates to derive current period C$ expense. The foreign exchange rate impact is the difference between the current period expense in U.S. Dollars and the current period C$ expense. Financial Definitions (1) Foreign exchange rate impact: calculated by translating the current period’s local currency revenue using the prior period average exchange rates to derive current period constant currency revenue. The foreign exchange rate impact is the difference between the current period revenue in U.S. Dollars and the current period constant currency revenue. (2) Acquisition revenue, net of disposition revenue: Acquisition revenue is calculated as if the acquisition occurred twelve months prior to the acquisition date by aggregating the comparable prior period revenue of acquisitions through the acquisition date. As a result, acquisition revenue excludes the positive or negative difference between our current period revenue subsequent to the acquisition date, and the comparable prior period revenue and the positive or negative growth after the acquisition date is attributed to organic growth. Disposition revenue is calculated as if the disposition occurred twelve months prior to the disposition date by aggregating the comparable prior period revenue of disposals through such date. The acquisition revenue and disposition revenue amounts are netted in the presentation on page 4. (3) Organic growth: calculated by subtracting the foreign exchange rate impact, and the acquisition revenue, net of disposition revenue components from total revenue growth. (4) See page 18 for the reconciliation of non-GAAP financial measures, which reconciles Free Cash Flow to the Net Cash Used in Operating Activities and Net Free Cash Flow to the Net Increase (Decrease) in Cash and Cash Equivalents for the periods presented on page 10. The Free Cash Flow, Primary Uses of Cash and Net Free Cash Flow amounts presented on page 10 are non-GAAP liquidity measures. See page 22 for the definition of Net Free Cash Flow. (5) EBITA, EBITDA, and Non-GAAP Adjusted Net Income per share - Diluted are non-GAAP performance measures. Beginning with the first quarter of 2024, EBITA is defined as operating income before amortization of acquired intangible assets and internally developed strategic platform assets. As a result, we reclassified the prior year periods to be consistent with the revised definition, which reduced EBITA from previously reported amounts. Non-GAAP Adjusted Net Income per share - Diluted reflects the after-tax effects of amortization of acquired intangible assets and internally developed strategic platform assets. We use EBITA and EBITA margin as additional operating performance measures, which exclude the non-cash amortization expense of acquired intangible assets and internally developed strategic platform assets and allows for comparability of the periods presented. See page 22 for the definition of these measures and pages 19 and 20 for the reconciliation of Non-GAAP financial measures. (6) Net Debt is a non-GAAP liquidity measure. See page 22 for the definition of this measure, which is reconciled in the table on page 11. (7) Return on Invested Capital is After Tax Reported Operating Income (a non-GAAP performance measure – see page 22 for the definition of this measure and page 18 for the reconciliation of non-GAAP financial measures) divided by the average of Invested Capital at the beginning and the end of the period (book value of all long-term liabilities, including those related to operating leases, short-term interest bearing debt, the short-term liability related to operating leases plus shareholders’ equity less cash, cash equivalents, short-term investments, and operating lease right of use assets). (8) Return on Equity is Reported Net Income for the given period divided by the average of shareholders’ equity at the beginning and end of the period. (9) The Free Cash Flow amounts presented on page 16 are non-GAAP liquidity measures. See page 22 for the definition of this measure and page 18 for the reconciliation of the non-GAAP financial measures, which reconciles Free Cash Flow to the Net Cash Used in Operating Activities for the periods presented on page 16.


 
14 Appendix


 
15 Acquisition - LeapPoint "LeapPoint’s outstanding depth of expertise across the Adobe Content Supply Chain, and Workfront specifically, makes them a vital strategic addition for Omnicom. LeapPoint is an expert in delivering the process optimization, workflow automation and technology integrations critical to the implementation of a modern marketing operating model. This acquisition not only strengthens our existing content supply chain capabilities, but also further positions OPMG as a leader in the digital transformation space." – Luke Taylor CEO, Omnicom Precision Marketing Group • Closed end of September 2024 • Digital advisory firm helps enterprises improve the orchestration and performance of their marketing lifecycle • Key strategic addition for OPMG's content supply chain creating leading end-to-end solution • Streamlines and automates workflows, breaks down operational silos, and drives team collaboration to deliver personalized customer experiences at speed and scale • Diverse client base across Healthcare, Retail, Financials, TMT


 
16 Free Cash Flow Nine Months Ended September 30, 2024 2023 Net Income $ 1,095.1 $ 1,015.4 Depreciation and Amortization of Intangible Assets 181.4 157.4 Share-Based Compensation 69.1 63.6 Real estate and other repositioning costs 57.8 191.5 Gain on disposition of subsidiary — (78.8) Other Items to Reconcile to Net Cash Used in Operating Activities, net (1.3) (1.0) Free Cash Flow(9) $ 1,402.1 $ 1,348.1 In millions. See Definition (9) on page 13 and non-GAAP reconciliations on pages 18 - 21.


 
17 Operating Expense Detail - Constant $ Third Quarter Year to Date 2024 2024 C$(e) 2023 2024 2024 C$(e) 2023 Operating expenses: Salary and related costs $ 1,846.9 $ 1,845.3 $ 1,756.7 $ 5,531.1 $ 5,542.4 $ 5,306.7 Third-party service costs(c) 784.5 785.1 678.8 2,293.8 2,308.9 2,033.9 Third-party incidental costs(d) 164.6 165.2 151.0 463.8 467.8 406.6 Total salary and service costs 2,796.0 2,795.6 2,586.5 8,288.7 8,319.1 7,747.2 Occupancy and other costs 325.6 325.7 288.6 953.9 956.8 877.9 Real estate and other repositioning costs(a) — — — 57.8 57.8 191.5 Gain on disposition of subsidiary(a) — — — — — (78.8) Cost of services 3,121.6 3,121.3 2,875.1 9,300.4 9,333.7 8,737.8 Selling, general and administrative expenses 99.5 99.6 89.8 295.8 296.6 278.1 Depreciation and amortization 61.4 61.4 52.4 181.4 181.4 157.4 Total operating expenses(a) $ 3,282.5 $ 3,282.3 $ 3,017.3 $ 9,777.6 $ 9,811.7 $ 9,173.3 In millions. See Notes on page 13.


 
18 Non-GAAP Reconciliations Nine Months Ended September 30, 2024 2023 Net Cash Used in Operating Activities $ (191.5) $ (379.1) Operating Activities items excluded from Free Cash Flow: Changes in Operating Capital (1,593.6) (1,727.2) Free Cash Flow $ 1,402.1 $ 1,348.1 Net Increase (Decrease) in Cash and Cash Equivalents $ (898.1) $ (1,512.2) Cash Flow items excluded from Net Free Cash Flow: Changes in Operating Capital (1,593.6) (1,727.2) Proceeds from borrowings 1,236.0 — Other investing, net 1.2 192.6 Changes in Short-term Debt, net 7.0 (4.6) Other financing, net (58.6) (46.5) Effect of foreign exchange rate changes on cash and cash equivalents (6.7) (68.0) Net Free Cash Flow $ (483.4) $ 80.7 Twelve Months Ended September 30, 2024 2023 Reported Operating Income $ 2,236.0 $ 2,100.7 Effective Tax Rate for the applicable period 26.4 % 26.3 % Income Taxes on Reported Operating Income 590.3 552.5 After Tax Reported Operating Income $ 1,645.7 $ 1,548.2 In millions


 
19 Non-GAAP Reconciliations In millions The above table reconciles the GAAP financial measure of Net Income – Omnicom Group Inc. to the non-GAAP financial measures of EBITDA, EBITA, and EBITA - Adjusted for the periods presented. See page 22 for definition of non-GAAP financial measures. Three Months Ended September 30, Nine Months Ended September 30, Twelve Months Ended September 30, 2024 2023 2024 2023 2024 2023 Net Income - Omnicom Group Inc.(a)(b) $ 385.9 $ 371.9 $ 1,032.6 $ 965.7 $ 1,458.3 $ 1,395.5 Net Income Attributed to Noncontrolling Interests 24.0 16.4 62.5 49.7 94.6 75.8 Income From Equity Method Investments 0.4 1.9 4.6 3.1 6.7 5.7 Income Tax Expense 150.2 136.1 389.9 360.7 554.1 524.2 Income Before Income Taxes and Income From Equity Method Investments 559.7 522.5 1,480.4 1,373.0 2,100.3 1,989.8 Net Interest Expense 40.4 38.3 108.9 85.0 135.7 110.9 Operating Income(a)(b) 600.1 560.8 1,589.3 1,458.0 2,236.0 2,100.7 Amortization of acquired intangible assets and internally developed strategic platform assets(5) 22.2 15.7 65.2 45.2 81.8 59.9 EBITA 622.3 576.5 1,654.5 1,503.2 2,317.8 2,160.6 Amortization of other purchased and internally developed software 4.3 4.6 13.4 13.7 18.2 19.0 Depreciation 34.9 32.1 102.8 98.5 135.1 133.1 EBITDA $ 661.5 $ 613.2 $ 1,770.7 $ 1,615.4 $ 2,471.1 $ 2,312.7 EBITA $ 622.3 $ 576.5 $ 1,654.5 $ 1,503.2 Real estate and other repositioning costs(a) — — 57.8 191.5 Gain on disposition of subsidiary(a) — — — (78.8) EBITA - Adjusted $ 622.3 $ 576.5 $ 1,712.3 $ 1,615.9 Revenue $ 3,882.6 $ 3,578.1 $ 11,366.9 $ 10,631.3 EBITA $ 622.3 $ 576.5 $ 1,654.5 $ 1,503.2 EBITA Margin % 16.0 % 16.1 % 14.6 % 14.1 % EBITA - Adjusted $ 622.3 $ 576.5 $ 1,712.3 $ 1,615.9 EBITA Margin % - Adjusted 16.0 % 16.1 % 15.1 % 15.2 %


 
20 Non-GAAP Reconciliations In millions The above table reconciles the GAAP financial measure of Operating Income to adjusted Non-GAAP financial measure of Non-GAAP Operating Income - Adjusted for the periods presented. Management believes excluding the real estate and other repositioning costs and the gain on the disposition of subsidiary provides investors with a better picture of the performance of the business during the periods presented. Third Quarter Year to Date 2024 2023 2024 2023 Net Income - Omnicom Group Inc.- Reported $ 385.9 $ 371.9 $ 1,032.6 $ 965.7 Net Income Attributed To Noncontrolling Interests 24.0 16.4 62.5 49.7 Income From Equity Method Investments 0.4 1.9 4.6 3.1 Income Tax Expense 150.2 136.1 389.9 360.7 Income Before Income Taxes and Income From Equity Method Investments 559.7 522.5 1,480.4 1,373.0 Net Interest Expense 40.4 38.3 108.9 85.0 Operating Income - Reported 600.1 560.8 1,589.3 1,458.0 Real estate and other repositioning costs — — 57.8 191.5 Gain on disposition of subsidiary — — — (78.8) Non-GAAP Operating Income - Adjusted $ 600.1 $ 560.8 $ 1,647.1 $ 1,570.7


 
21 Third Quarter Year to Date 2024 2023 2024 2023 Net Income - Omnicom Group Inc. - Reported $ 385.9 $ 371.9 $ 1,032.6 $ 965.7 Impact on Net Income related to: Real estate and other repositioning costs — — 42.9 145.5 Gain on disposition of subsidiary — — — (55.9) Amortization of acquired intangible assets and internally developed strategic platform assets (after-tax) 16.4 11.6 48.2 33.4 Non-GAAP Net Income - Omnicom Group Inc. - Adjusted $ 402.3 $ 383.5 $ 1,123.7 $ 1,088.7 Diluted Shares 198.2 199.9 198.9 202.0 Reported Net Income per Share - Diluted $ 1.95 $ 1.86 $ 5.19 $ 4.78 Real estate and other repositioning costs - after-tax $ — $ — $ 0.22 $ 0.72 Gain on disposition of subsidiary - after-tax $ — $ — $ — $ (0.28) Amortization of acquired intangible assets and internally developed strategic platform assets (after-tax) $ 0.08 $ 0.06 $ 0.24 $ 0.17 Non-GAAP Adjusted Net Income per Share - Omnicom Group Inc. $ 2.03 $ 1.92 $ 5.65 $ 5.39 Non-GAAP Reconciliations In millions The above table reconciles the GAAP financial measure of Net Income-Omnicom Group Inc. to Non-GAAP Net Income-Omnicom Group Inc.-Adjusted for the periods presented. Management believes these non-GAAP measures are useful for investors to evaluate the comparability of the performance of our business year to year.


 
22 Disclosures The preceding materials have been prepared for use in the October 15, 2024 conference call on Omnicom’s results of operations for the three and nine months ended September 30, 2024. The call will be archived on the Internet at http:// investor.omnicomgroup.com Forward-Looking Statements Certain statements in this document contain forward-looking statements, including statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, from time to time, the Company or its representatives have made, or may make, forward-looking statements, orally or in writing. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial position, or otherwise, based on current beliefs of the Company’s management as well as assumptions made by, and information currently available to, the Company’s management. Forward-looking statements may be accompanied by words such as “aim,” “anticipate,” “believe,” “plan,” “could,” “should,” “would,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “will,” “possible,” “potential,” “predict,” “project” or similar words, phrases or expressions. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the Company’s control. Therefore, you should not place undue reliance on such statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include: adverse economic conditions, including those caused by geopolitical events, international hostilities, acts of terrorism, public health crises, high and sustained inflation in countries that comprise our major markets, high interest rates, and labor and supply chain issues affecting the distribution of our clients’ products; international, national, or local economic conditions that could adversely affect the Company or its clients; losses on media purchases and production costs incurred on behalf of clients; reductions in client spending, a slowdown in client payments, and a deterioration or disruption in the credit markets; the ability to attract new clients and retain existing clients in the manner anticipated; changes in client advertising, marketing, and corporate communications requirements; failure to manage potential conflicts of interest between or among clients; unanticipated changes related to competitive factors in the advertising, marketing, and corporate communications industries; unanticipated changes to, or the ability to hire and retain key personnel; currency exchange rate fluctuations; reliance on information technology systems and risks related to cybersecurity incidents; effective management of the risks, challenges and efficiencies presented by utilizing Artificial Intelligence (AI) technologies and related partnerships in our business; changes in legislation or governmental regulations affecting the Company or its clients; risks associated with assumptions the Company makes in connection with its acquisitions, critical accounting estimates and legal proceedings; the Company’s international operations, which are subject to the risks of currency repatriation restrictions, social or political conditions, and an evolving regulatory environment in high-growth markets and developing countries; and risks related to our environmental, social, and governance goals and initiatives, including impacts from regulators and other stakeholders, and the impact of factors outside of our control on such goals and initiatives. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that may affect the Company’s business, including those described in Item 1A, “Risk Factors” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023 and in other documents filed from time to time with the Securities and Exchange Commission. Except as required under applicable law, the Company does not assume any obligation to update these forward-looking statements. Non-GAAP Financial Measures We present financial measures determined in accordance with generally accepted accounting principles in the United States (“GAAP”) and adjustments to the GAAP presentation (“Non-GAAP”), which we believe are meaningful for understanding our performance. We believe these measures are useful in evaluating the impact of certain items on operating performance and allow for comparability between reporting periods. EBITA is defined as earnings before interest, taxes, and amortization of acquired intangible assets and internally developed strategic platform assets, and EBITA margin is defined as EBITA divided by revenue. We use EBITA and EBITA margin as additional operating performance measures, which exclude the non-cash amortization expense of acquired intangible assets and internally developed strategic platform assets. We also use Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted EBITA, Adjusted EBITA Margin, Adjusted Income Tax Expense, Adjusted Net Income – Omnicom Group Inc. and Adjusted Net Income per diluted share – Omnicom Group Inc. as additional operating performance measures. Free Cash Flow is defined as net income plus depreciation, amortization, share based compensation expense plus/(less) other items to reconcile to net cash (used in) provided by operating activities. We believe Free Cash Flow is a useful measure of liquidity to evaluate our ability to generate excess cash from our operations. Primary Uses of Cash is defined as dividends to common shareholders, dividends paid to non-controlling interest shareholders, capital expenditures, cash paid on acquisitions, payments for additional interest in controlled subsidiaries and stock repurchases, net of the proceeds from our stock plans, and excludes changes in operating capital and other investing and financing activities, including commercial paper issuances and redemptions used to fund working capital changes. We believe this liquidity measure is useful in identifying the significant uses of our cash. Net Free Cash Flow is defined as Free Cash Flow less the Primary Uses of Cash. Net Free Cash Flow is one of the metrics used by us to assess our sources and uses of cash and was derived from our consolidated statements of cash flows. We believe that this liquidity measure is meaningful for understanding our primary sources and primary uses of that cash flow. EBITDA is defined as earnings before interest, taxes, depreciation and amortization of intangible assets. Net Debt is defined as total debt less cash, cash equivalents and short-term investments. We believe net debt, together with the comparable GAAP measures, reflects one of the liquidity metrics used by us to assess our cash management. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP. Non-GAAP financial measures as reported by us may not be comparable to similarly titled amounts reported by other companies. Other Information All dollar amounts are in millions except for per share figures. The information contained in this document has not been audited, although some data has been derived from Omnicom’s historical financial statements, including its audited financial statements. In addition, industry, operational, and other non-financial data contained in this document have been derived from sources that we believe to be reliable, but we have not independently verified such information, and we do not, nor does any other person, assume responsibility for the accuracy or completeness of that information. Certain amounts in prior periods have been reclassified to conform to our current presentation. The inclusion of information in this presentation does not mean that such information is material or that disclosure of such information is required.