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 SEPTEMBER 30, 2023 ☐ 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) (State or other jurisdiction of incorporation or organization) (IRS Employer Identification N ...

Financial Data and Key Metrics Changes - Organic growth for Q3 was 3.3%, with reported revenue increasing by 3.9% compared to the same quarter last year [72][55] - Operating income margin was 15.7%, slightly down from 15.9% in Q3 2022 [6][72] - Diluted earnings per share for the quarter was $1.86, up 5.1% year-over-year [57][72] - Free cash flow for Q3 was $1.3 billion, an increase of 9.4% from the previous year [8] Business Line Data and Key Metrics Changes - Advertising media grew by 6.1%, the strongest growth this year, driven by media business strength [61] - Precision marketing grew by 4.3%, despite a challenging backdrop from technology and telecom clients [61] - Commerce and Branding declined by 1.7%, while Experiential grew by 9.2% [62] - Public Relations was down 5.5%, affected by difficult comparisons to the previous year's election cycle [63] Market Data and Key Metrics Changes - The technology sector has been a headwind, with a noted decline of 300 basis points year-to-date [15] - The macroeconomic environment remains uncertain, influenced by geopolitical issues and high interest rates [86][88] Company Strategy and Development Direction - The company is focused on building Generative AI capabilities and has made strategic acquisitions to enhance service offerings [78][79] - New business wins include significant contracts with Uber, HSBC, and Novartis, positioning the company for future growth [83][84] - The company is cautious in planning due to uncertainties in the macroeconomic environment [86] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in 2024 performance, citing new business wins and a strong portfolio [23][24] - Clients are adjusting to the current economic environment and are expected to continue investing in their brands [54][88] - The company anticipates capturing significant year-end project spend, which is crucial for Q4 performance [101] Other Important Information - The company has a strong liquidity position with $2.8 billion in cash equivalents and short-term investments [10] - The book value of outstanding debt was $5.6 billion, with no changes during the quarter [10] Q&A Session Summary Question: How is the macro environment affecting client sentiment for Q4 and next year? - Management noted that while there is uncertainty, clients understand the need to support their brands despite challenges [15][54] Question: Is the tech sector a significant headwind for the business? - Management indicated that the tech sector's challenges are not significantly different from broader macro issues and expect a rebound in spending [17][18] Question: What is the outlook for project-related work in Q4? - Management stated that they do not have a specific number but expect to capture a significant amount of year-end project spend [101] Question: How does the company view its dividend policy in the current environment? - Management emphasized that the dividend discussions are ongoing and not a reflection of a lack of confidence in the business [25][26] Question: What factors are driving success in the media business? - Management attributed success to improved service offerings and a strong reputation for delivering on promises [47] Question: What is the M&A pipeline looking like for 2024? - Management confirmed a strong M&A pipeline with opportunities that are more attractive in the current market environment [49][50]

☐ 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) 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 JUNE 30, 2023 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 2 ...

Financial Data and Key Metrics Changes - Reported revenue increased by 1.5% and organic growth was 3.4% for Q2 2023, bringing year-to-date organic growth to 4.3% [37][38] - Reported net income in Q2 increased by 5.1%, with diluted earnings per share up 8.3% on a reported basis [11][44] - Operating income increased by 1.7%, with an operating margin of 15.3% [37][43] - Free cash flow for Q2 2023 was $880 million, an increase of 14.7% from the previous year [74] Business Line Data and Key Metrics Changes - Advertising and media grew by 5.1%, driven by strength in the media business [68] - Precision marketing grew by 2.3%, reflecting cautious spending from clients in tech and telecom [68] - Commerce and brand consulting grew by 2.4%, while experiential growth was 9.2%, particularly strong in Europe and China [39] - Execution and support revenue fell by 3.8%, primarily due to declines in merchandising and field marketing [39] Market Data and Key Metrics Changes - Strong growth was noted in Asia Pacific, led by China, benefiting from easier comparisons due to previous lockdowns [40] - The tech and telecom sectors experienced a significant pause in spending, impacting overall growth in the U.S. market [109] Company Strategy and Development Direction - The company is focusing on integrating generative AI into its Omni platform to enhance productivity and client service [31][61] - Recent acquisitions, including Grabarz & Partner and Ptarmigan Media, aim to strengthen creative capabilities and expand media services [35][65] - The company maintains a cautious outlook for the second half of the year due to macroeconomic uncertainties [36] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism for the second half of the year while acknowledging uncertainties in the macroeconomic environment [36] - The company is committed to balancing cost structures with revenue expectations, particularly in light of client spending patterns [50][107] Other Important Information - The company reported a return on invested capital of 22% and a return on equity of 46% for the 12 months ended June 30, 2023 [46] - The company has a strong liquidity position, with $2.8 billion in cash equivalents and short-term investments [2] Q&A Session Summary Question: What is the impact of generative AI on the company's competitive advantage? - Management believes generative AI will enhance productivity but will not diminish the importance of creativity in their services [79] Question: Can you provide context around the repositioning charge? - The repositioning charge was primarily related to severance actions to align cost structures with revenue expectations [50] Question: How are clients approaching digital transformation projects? - Clients are seeking flexibility in their commitments but are not cutting back on spending, indicating a cautious but stable approach [82] Question: What is the outlook for margins given generative AI investments? - Management expects to maintain margins within the previously stated range of 15% to 15.4% despite ongoing investments [80][116] Question: How is the tone of client conversations changing? - Clients are focused on creating flexibility in their spending, particularly in media, while still maintaining their overall budgets [126]

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |--------------------------------------------------------------------------------|-------|-------|-------|-------------|-------------------------------------------------------------|-------------------------------------------------------------|-------|-------------|-------| | Operating expenses: | 2023 | | | 2023 C$ (e) | 2022 | 2023 | | 2023 C$ (e) | 2022 | | Salary and related service costs | | | | | $ 1,772.0 $ 1,782.2 $ 1,800.8 $ 3,550.0 $ 3, ...

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, 2023 ☐ 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) (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) ...

2023 First Quarter – 5.2% organic revenue growth First Quarter Highlights – Broad-based growth across disciplines and geographies Business update – Leading Generative AI partnership with Microsoft for integration of latest OpenAI GPT models within Omni, our data and insights platform across all Omnicom disciplines – 13.5% Non-GAAP adjusted operating income margin | --- | |----------------------------------------------------------------------| | | | – $280 million net share repurchases in the first quarter o ...

Financial Data and Key Metrics Changes - For Q1 2023, organic growth was reported at 5.2%, with adjusted operating profit margin at 13.5% and non-GAAP adjusted earnings per share at $1.56, reflecting a 12.2% increase compared to Q1 2022 [5][6][25] - Reported revenues increased by 1%, while non-GAAP adjusted operating income remained flat, negatively impacted by foreign currency translations [23][25] - Non-GAAP adjusted net income rose by 9%, with diluted share count declining by 2.5%, leading to a 12.2% increase in non-GAAP diluted EPS [25][39] Business Line Data and Key Metrics Changes - Advertising and media grew organically by 5.1%, precision marketing by 7%, commerce and brand consulting by 3.3%, experiential by 8.4%, public relations by 5.8%, and healthcare by 4.8% [27][28] - Execution and support returned to growth at 3.6%, primarily driven by merchandising and support businesses [28] Market Data and Key Metrics Changes - U.S. organic growth was 5.1%, while international organic growth was 5.4%, with positive growth across the top 10 countries except for China [32] - The Asia-Pacific region faced performance challenges, impacting overall results [32] Company Strategy and Development Direction - The company continues to invest in high-growth areas such as precision marketing, healthcare, e-commerce, and media, while also focusing on acquisitions to strengthen its portfolio [12][7] - A strategic decision was made to reduce office space by exiting over 1.6 million square feet globally, aiming for lower rent and occupancy costs in the future [14][22] Management's Comments on Operating Environment and Future Outlook - Management expressed cautious optimism regarding the economic environment, acknowledging potential impacts from inflation, interest rates, and geopolitical tensions [18][66] - The company remains on track to meet its full-year targets of 3% to 5% organic growth and an operating margin of 15% to 15.4% [7][43] Other Important Information - The company has established a dedicated Azure environment with Microsoft for generative AI, focusing on responsible development and ethical considerations [16][75] - Free cash flow for Q1 2023 was $429 million, up 26.3% from the previous year, with capital expenditures at $23 million [38][39] Q&A Session Summary Question: Context around organic growth guidance - Management remains comfortable with the 3% to 5% organic growth guidance, noting client caution in spending [46][47] Question: Impact of net new business wins - The L'Oréal win is expected to ramp up in Q2, with revenues starting from April 1 [55][56] Question: Competition for talent with new office policies - Management believes the return to office policy will be beneficial, with satellite offices to ease commuting challenges [57][60] Question: Mitigating macroeconomic headwinds - Management maintains a cautiously optimistic outlook, with plans to adjust operations as needed [64][66] Question: Pricing power in a higher interest rate environment - Pricing increases are being pursued, but competitive pressures exist [91]

Part I [Business](index=4&type=section&id=Item%201.%20Business) Omnicom Group Inc. is a global strategic holding company providing diverse advertising, marketing, and corporate communications services - Omnicom operates as a strategic holding company with global networks including BBDO, DDB, TBWA, and Omnicom Media Group, providing advertising, marketing, and corporate communications services[15](index=15&type=chunk) - The company's business model is client-centric, using a matrix organization structure and proprietary data and analytics platforms like Annalect and Omni to serve clients across various disciplines and geographies[18](index=18&type=chunk) - In 2022, the largest client represented **2.7% of revenue**, while the **100 largest clients accounted for approximately 53% of revenue**[23](index=23&type=chunk) - As of December 31, 2022, the company employed approximately **74,200 people worldwide**, with the largest base in the United States (**25,600 employees**)[27](index=27&type=chunk) [Risk Factors](index=7&type=section&id=Item%201A.%20Risk%20Factors) Omnicom's business is subject to various economic, operational, international, acquisition, and regulatory risks [Economic Risks](index=7&type=section&id=Economic%20Risks) Adverse economic conditions, including inflation and rising interest rates, may reduce client spending and increase media purchase risks - Adverse economic conditions, such as high inflation and rising interest rates, pose a risk of clients reducing or canceling spending, which would negatively impact revenue[31](index=31&type=chunk) - The war in Ukraine necessitated the disposal of all businesses in Russia and the suspension of operations in Ukraine during the first quarter of 2022[36](index=36&type=chunk) [Business and Operational Risks](index=8&type=section&id=Business%20and%20Operational%20Risks) Intense competition, reliance on key clients, and cybersecurity threats pose significant business and operational risks - The company's **100 largest clients represented approximately 53% of revenue in 2022**, and the loss of several of these clients could have a material adverse effect[42](index=42&type=chunk) - Omnicom relies heavily on IT systems and infrastructure, making it susceptible to cybersecurity threats like hacking and ransomware, with risks potentially increased by hybrid work arrangements[43](index=43&type=chunk)[45](index=45&type=chunk) [Risks Related to International Operations](index=9&type=section&id=Risks%20Related%20to%20International%20Operations) International operations, accounting for 48% of 2022 revenue, expose the company to currency fluctuations and geopolitical risks - In 2022, international operations accounted for approximately **48% of revenue**, exposing the company to risks from currency exchange rate fluctuations[47](index=47&type=chunk) [Risks Related to Acquisitions](index=9&type=section&id=Risks%20Related%20to%20Acquisitions) Acquisitions carry risks of unsuccessful evaluation and potential goodwill impairment charges, impacting financial results - A significant amount of goodwill is recorded on the balance sheet from acquisitions. This asset is tested for impairment annually, and a future non-cash impairment charge could have a material adverse effect on financial results[50](index=50&type=chunk) [Regulatory Risks](index=9&type=section&id=Regulatory%20Risks) Evolving regulations on privacy and ESG expectations pose risks to advertising services and company reputation - Laws and regulations concerning user privacy and internet tracking technologies could negatively affect the use of certain communication technologies as advertising media, potentially reducing demand for the company's services[53](index=53&type=chunk) - Growing expectations related to Environmental, Social, and Governance (ESG) issues expose the company to potential liabilities, reputational harm, and other business risks[54](index=54&type=chunk) [Properties](index=10&type=section&id=Item%202.%20Properties) Omnicom primarily operates from leased office spaces globally, with principal corporate offices in New York, Stamford, and West Palm Beach - Substantially all of the company's office space is leased under operating leases with varying expiration dates[56](index=56&type=chunk) [Legal Proceedings](index=10&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in various legal proceedings, none of which are expected to materially affect its financial position or operations - The company does not expect that its ongoing legal proceedings will have a material adverse effect on its results of operations or financial position[57](index=57&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=10&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Omnicom's common stock trades on the NYSE; the company repurchased approximately 1.44 million shares in Q4 2022 Issuer Purchases of Equity Securities - Q4 2022 | Period | Total Number of Shares Purchased | Average Price Paid Per Share | | :--- | :--- | :--- | | October 1 - October 31, 2022 | 231,261 | $63.96 | | November 1 - November 30, 2022 | — | $0 | | December 1 - December 31, 2022 | 1,205,736 | $78.35 | | **Total Q4 2022** | **1,436,997** | **$76.04** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=11&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section analyzes Omnicom's financial condition and operating results for 2020-2022, covering performance, liquidity, and accounting estimates [Executive Summary](index=11&type=section&id=Executive%20Summary) The company faces ongoing global economic challenges, including a significant Q1 2022 charge from the war in Ukraine - In Q1 2022, the company recorded pretax charges of **$113.4 million** due to the war in Ukraine, primarily from the disposal of its businesses in Russia and the suspension of operations in Ukraine[63](index=63&type=chunk) - The negative impact of the COVID-19 pandemic on client spending persisted from March 2020 through the first quarter of 2021, with most markets beginning to improve in April 2021[64](index=64&type=chunk) [Results of Operations - 2022 Compared to 2021](index=19&type=section&id=Results%20of%20Operations%20-%202022%20Compared%20to%202021) In 2022, revenue was flat at **$14.29 billion**, with operating profit down **5.2%** due to a Ukraine-related charge Consolidated Results of Operations (2022 vs 2021) | Metric | 2022 | 2021 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | **Revenue** | $14,289.1M | $14,289.4M | ($0.3M) | 0.0% | | **Operating Profit** | $2,083.3M | $2,197.9M | ($114.6M) | (5.2)% | | **Operating Margin** | 14.6% | 15.4% | (0.8 p.p.) | - | | **Net Income - Omnicom** | $1,316.5M | $1,407.8M | ($91.3M) | (6.5)% | | **Diluted EPS** | $6.36 | $6.53 | ($0.17) | (2.6)% | Revenue Change Components (2022) | Component | Amount (in millions) | % of 2021 Revenue | | :--- | :--- | :--- | | **Organic Growth** | $1,346.3 | 9.4% | | **Foreign Exchange Impact** | ($681.0) | (4.8)% | | **Acquisition/Disposition, net** | ($665.6) | (4.7)% | | **Total Revenue Change** | ($0.3) | 0.0% | - The effective tax rate increased to **28.1% in 2022** from **24.6% in 2021**, primarily due to the non-deductibility of the charges related to the war in Ukraine[79](index=79&type=chunk)[120](index=120&type=chunk) [Results of Operations - 2021 Compared to 2020](index=24&type=section&id=Results%20of%20Operations%20-%202021%20Compared%20to%202020) In 2021, revenue grew **8.5%** to **$14.29 billion** with operating profit up **37.5%**, driven by strong organic growth and cost reductions Consolidated Results of Operations (2021 vs 2020) | Metric | 2021 | 2020 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | **Revenue** | $14,289.4M | $13,171.1M | $1,118.3M | 8.5% | | **Operating Profit** | $2,197.9M | $1,598.8M | $599.1M | 37.5% | | **Operating Margin** | 15.4% | 12.1% | 3.3 p.p. | - | | **Net Income - Omnicom** | $1,407.8M | $945.4M | $462.4M | 48.9% | | **Diluted EPS** | $6.53 | $4.37 | $2.16 | 49.4% | - Revenue growth in 2021 was driven by a **10.2% increase in organic growth**, a **2.2% positive impact from foreign exchange rates**, partially offset by a **3.9% reduction from net dispositions**[127](index=127&type=chunk) [Critical Accounting Estimates](index=13&type=section&id=Critical%20Accounting%20Estimates) Key accounting estimates include goodwill impairment testing and revenue recognition, requiring judgment on fair value and principal/agent roles - Goodwill impairment testing is a critical accounting estimate, performed annually at the end of Q2. The 2022 test concluded that goodwill was not impaired[86](index=86&type=chunk)[94](index=94&type=chunk) Goodwill Impairment Test Assumptions | Assumption | 2022 | 2021 | | :--- | :--- | :--- | | **Long-Term Growth Rate** | 3.5% | 3.5% | | **WACC** | 11.1% - 12.0% | 9.8% - 10.4% | - Revenue recognition requires significant judgment, particularly in determining whether the company acts as a principal (gross revenue) or an agent (net revenue) for third-party costs incurred on behalf of clients[101](index=101&type=chunk)[102](index=102&type=chunk)[103](index=103&type=chunk) [Liquidity and Capital Resources](index=29&type=section&id=Liquidity%20and%20Capital%20Resources) Omnicom's liquidity relies on operations, cash, and a **$2.5 billion** credit facility; net debt increased to **$1.25 billion** in 2022 - Cash flow from operations decreased by **$1.0 billion** year-over-year to **$926.5 million in 2022**, primarily due to a decrease in cash from operating capital[143](index=143&type=chunk) Net Debt (in millions) | (in millions) | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | **Total Debt** | $5,594.1 | $5,695.3 | | **Less: Cash & Investments** | $4,342.5 | $5,316.8 | | **Net Debt** | $1,251.6 | $378.5 | - The company has a **$2.5 billion** multi-currency revolving credit facility expiring in February 2025 and was in compliance with its **3.5x Leverage Ratio covenant** at year-end 2022 (actual ratio was **2.4x**)[141](index=141&type=chunk)[156](index=156&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Omnicom manages foreign currency and interest rate risks, with international operations comprising **48% of 2022 revenue** - The company's main market risks are foreign currency exchange risk, as international operations were **48% of 2022 revenue**, and interest rate risk[162](index=162&type=chunk)[164](index=164&type=chunk) - To manage foreign exchange risk, the company uses forward foreign exchange contracts and, in 2022, entered into cross-currency swaps to hedge the net investment in its Japanese subsidiaries[165](index=165&type=chunk)[167](index=167&type=chunk) - As of December 31, 2022, the company's long-term debt portfolio consisted entirely of fixed-rate debt, mitigating exposure to rising interest rates[168](index=168&type=chunk) [Financial Statements and Supplementary Data](index=35&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section includes Omnicom's consolidated financial statements for 2020-2022, notes, and auditor reports - This item refers to the full consolidated financial statements and supplementary data, which are included from page F-1 to S-1 of the report[173](index=173&type=chunk)[186](index=186&type=chunk) [Controls and Procedures](index=35&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management and independent auditors concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2022 - Management concluded that disclosure controls and procedures were effective as of December 31, 2022[174](index=174&type=chunk) - Management concluded that internal control over financial reporting was effective as of December 31, 2022, a conclusion supported by an attestation report from the independent auditor, KPMG LLP[175](index=175&type=chunk)[176](index=176&type=chunk) Part III [Directors, Executive Compensation, and Corporate Governance](index=35&type=section&id=Items%2010-14) Information for Items 10-14, including directors, executive compensation, and security ownership, is incorporated by reference from the 2023 Proxy Statement - Information regarding directors, executive officers, corporate governance, executive compensation, security ownership, and principal accountant fees is incorporated by reference from the 2023 Proxy Statement[180](index=180&type=chunk)[181](index=181&type=chunk)[182](index=182&type=chunk) Part IV [Exhibit and Financial Statement Schedules](index=36&type=section&id=Item%2015.%20Exhibit%20and%20Financial%20Statement%20Schedules) This section lists all financial statements, schedules, and exhibits filed as part of the Annual Report on Form 10-K - This item provides a comprehensive list of all financial statements, schedules, and exhibits included in or incorporated by reference into the Form 10-K filing[186](index=186&type=chunk)

Omnicom Group Inc. (NYSE:OMC) Q4 2022 Earnings Conference Call February 7, 2023 4:30 PM ET Company Participants Gregory Lundberg - Senior Vice President, Investor Relations John Wren - Chairman & Chief Executive Officer Phil Angelastro - EVP & Chief Financial Officer Conference Call Participants Steven Cahall - Wells Fargo David Karnovsky - JPMorgan Ben Swinburne - Morgan Stanley Michael Nathanson - MoffettNathanson LLC Tim Nollen - Macquarie Research Jason Bazinet - Citigroup Craig Huber - Huber Researc ...