Hello, and welcome to the Omnicom Group Inc. First Quarter 2025 Earnings Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question and answer session. I would now like to turn the conference over to Gregory Lundberg, Investor Relations. You may begin.

Thank you for joining our first quarter earnings call. With me today are John Wren, Chairman and Chief Executive Officer, and Phil Angelastro, Executive Vice President and Chief Financial Officer. Our website, omnicomgroup.com, will find a press release and a presentation covering the information that we will review today. An archived webcast will be available when today's call concludes. Before we start, I would like to remind everyone to read the forward-looking statements and non-GAAP financial and other information that we have included at the end of our investor presentation. Certain of the statements made today may constitute forward-looking statements. They represent our present expectations, and relevant factors that could cause actual results to differ materially are listed in our earnings materials and in our SEC filings, including our 2024 Form 10-K. During the course of today's call, we will also discuss certain non-GAAP measures. You can find the reconciliation of these to the nearest comparable GAAP measures in the presentation materials. We will begin the call with an overview of our business from John, then Phil will review our financial results, and after our prepared remarks, we will open the lines up for your questions. I will now hand the call over to John.

Thank you, Greg. Good afternoon, and thank you for joining us today for our first quarter 2025 results. I will begin by covering our results and then provide an update on the progress we are making towards closing our proposed acquisition of Interpublic. I am pleased to report that we have had a good start to the year. Organic revenue growth in the first quarter was in line with our expectations of 3.4%, with strong growth in our media and advertising, and precision marketing disciplines. Adjusted EBITDA margin, which excludes amortization of acquired and strategic platform intangibles, as well as IPG acquisition-related costs, was 13.8% for the quarter. Non-GAAP adjusted earnings per share, which excludes the after-tax amortization of acquired and strategic platform intangibles, as well as IPG acquisition-related costs, was $1.70, up 1.8% versus the comparable number in Q1 2024. Our cash flow and balance sheet remain very strong and support our primary uses of cash: dividends, acquisitions, and share repurchases. For most of the first quarter, we were restricted from purchasing shares until after our shareholder vote on the acquisition of Interpublic on March 18th. We expect to continue our share repurchases consistent with our approach in prior years for the remainder of 2025. Since our last call, as you are all keenly aware, there has been increased volatility in the economy and the markets. We are assessing the implication of these events to determine how they will affect our clients and our business. As in past periods of uncertainty, our clients must continue to compete for share in a dynamic marketplace by investing and leveraging the strength of their brands and actively expanding their connection with customers. Internally, our management teams are continuing to drive operational excellence, manage costs in line with revenue, and monitor changes in…

Thanks, John. We delivered solid results this quarter, including organic revenue growth, growth in adjusted EBITDA, and growth in non-GAAP adjusted diluted EPS. We believe that diversification of our portfolio of agencies across geographies, industries, and service offerings will help us in the uncertain environment ahead. Let's begin with a brief overview of our earnings for the quarter on slide three. Reported revenue grew 2%. Note, our total reported operating expenses include $33.8 million of IPG acquisition-related costs in the first quarter of 2025. At the bottom of this slide, the non-GAAP measures remove these IPG acquisition-related costs from adjusted EBITDA, which was also up 2%, and the related margin was flat with last year at 13.8%. Now let's go into a more detailed review of our performance, beginning with changes in revenue on slide four. Organic growth in the quarter was 3.4%. The impact on revenue from foreign currency translation decreased reported revenue by 1.6%, a bit less than our original expectation for the quarter of 2.0 to 2.5%. In the current environment, it's difficult to forecast the impact of FX rates on our future revenue for the rest of 2025. If rates stay where they were at quarter-end, we estimate the impact of foreign currency translation on revenue will be negative 0.5% for Q2 2025, negative 1% for Q3, and flat in Q4, which would result in a negative 1% reduction for the full year 2025. The net impact of acquisitions and dispositions on reported revenue was negative 0.1%. At this time, we expect the impact of acquisitions and dispositions completed to date will be minimal for Q2 and for the full year 2025. Let's turn to slide five and review the quarterly organic revenue growth trends by discipline. First, however, I would like to point out a…

Thank you. Your first question comes from Adam Berlin of UBS. Your line is open.

Hi. Good evening, and thank you for taking the question. Can you just say a little bit more about your decision to lower the bottom end of the guidance range for 2025 to 2.5%? Is that because you have actually seen some advertisers start to talk to you about cutting their spend, or is that just something you think could happen based on what you are hearing about the broader macro? That would be quite helpful. And any trends about how Q2 has started in the first couple of weeks would be very helpful as well. Thanks.

Sure. We are being conservative. Adam, it's the latter. The bottom end, and you have to look at our business when it gets this type of an environment. Our advertising media and CRM businesses remain strong. We did not change the forecast on those. Where if we had doubts, it was really more in the events business as companies probably get a little bit more conservative. And we are up against one, because of, as Phil mentioned, the Olympics. There might be fewer projects, and also in the latter part of the year, because this is annual guidance, we had the elections last year, which we do not have again this year. So it's the segments of the business in terms of how we looked at it. To be conservative. We are striving to get to the top end always. And there is still some confusion or there is still confusion in the marketplace. As we look at the especially in the next ninety days. And how some of these tariffs and other moves get negotiated or do they stay in place? So it's that uncertainty where we did not want to surprise anybody later in the year. That we chose to be conservative.

Yeah. It doesn't and it doesn't, as John said, reflect any specific client actions taken to date.

Okay. Thank you very much.

The next question comes from David Karnovsky with JPMorgan. Your line is open.

Hey. Thanks. Just kind of going back to something Phil had said. It sounded like for PR, there were some delays in government spend. I do not know if you could dig into that a bit. Is that for the US or other regions? And then for branding and commerce, this is an area that was already lagging last year. Curious how much of the delays you are seeing there is new. And then specifically for Phil, just as you consider the uncertainty and possibility of clients adjusting their spend, how are you thinking about your own cost base and what's your confidence in holding margin in some of the more adverse scenarios you might see?

I'll leave the first part of your question to Phil. Hold on. I can cover. We are constantly, and I think we have a very solid track record in this, in looking at our business and adjusting, because we have a very flexible cost basis, adjusting our cost basis so as to stay in line with whatever the revenue trends are. And God knows, never tested the same twice, but we've been tested quite a bit over the years. And if you look back across that, we have a very very competent management way below the corporate management looking and concerning themselves with that all the time. So that would be one answer. You know, the one PR event was something in the US. It was was it FDA related? Yeah. I know. There's a there there's a yeah. There was, I would say, not a large trend that we're concerned about going forward, but that there's just a minor year-over-year comparison difference in terms of some project spend that didn't happen in Q1 that was there the year before in the PR business. I think not gonna see the impact of the year-over-year comps related to election spend until probably a little bit in Q2 and then PR was especially strong in that area in Q3 and Q4. So we do have a difficult comp in Q3 and Q4. To your specific question on the cost base and margins, you know, John just referred to this, but certainly we are always very focused on making sure we take the appropriate actions to rationalize adjust the flexible cost base that we have to our current expected revenues. And to the extent that yeah, there is a pause or clients decide to delay project spend or delay spend in some way. Depending on how some of this tariff uncertainty gets resolved. You know, we're we're gonna be very active in making sure we take the appropriate actions as opposed to kinda keep our fingers crossed and hope you know, that the best scenarios are the ones that that come forward. So I certainly gonna be planning you know, very carefully and aggressively if need be to make sure that we're not out ahead of it from a cost-based perspective. So we're comfortable. Certainly, based on everything we know today, that will hit you know, our expectations as far as operating earnings and and our margin targets. But there is still quite a bit of uncertainty out there as far as tariffs and and what's gonna happen to the top line. But we haven't we haven't seen any specific actions by clients that that have happened yet. We're we're just being cautious as we mentioned. Earlier in answer to Adam's question.

Sure. One of that little tidbit because this is early in the cycle. A lot of our larger clients don't come out with quarterly reports until later in the month. Which we'll all learn a little bit more. But with the sensible delay of ninety days in the cars, I I think gives many of our clients the opportunity to acquire more inventory at reasonable prices and tend to front load or look to front load sales in the first half of the year, it's in the the uncertainty really comes in later on in the third, fourth quarter. And hopefully, that'll get we'll get more clarity as we as we continue.

Sorry. To be clear, I I think you said you you haven't seen clients you know, take action on anything yet, but I I thought with branding, for instance, you had mentioned the monthly Branding addition. Yeah. No. Brand branding is a category, but it's such a small category within the overall Omnicom Group Inc. There's it's really it's it's really three very, very well-known boutiques who are the leaders in branding. And when they tend to prosper in years where there's a lot of M&A going on. And a lot of changes you know, that people corporations who are considering maybe changing rebranding their corporations or or getting swept up in a merger. And in periods like this where there's been a pause in a lot of that activity, naturally, we fully expect that revenue is gonna be off a bit. But it's Yeah. In total, it's it's probably, you know, two percent or less than two percent of our total revenues. And it it's had challenges all throughout 2024. For pretty much similar reasons to what I I indicated in my prepared remarks. We we unfortunately see that continuing through know, the first two, if not three quarters of of this year. As it as it kinda writes itself and and continues to pursue new opportunities. But that that's unique. That's unique business that's that's managing through some unique challenges in its industry right now. Yeah. Specifically. And not to beat this to death, but I I started off by saying advertising media and CRM remain strong. Also, in those categories specifically, there's some very positive potential new business that we're not really defending, but we're on the offense and we continue to win our fair share, that'll contribute to us getting to the closer closer to the top end of our of our forecast.

Thank you. The next question comes from Jason Bazinet with Citi. Your line is open.

I know everyone is so focused on the the macro in 2025, but I would just like to ask a question about 2026, actually. It let's let's assume that the IPG transaction closed. When do you think the street will have evidence or you will have evidence that the market has embraced your notion that the pro forma firm will be in a better position to win business as opposed to the bearish argument which is you might lose some accounts because of the transaction. Is that is that something that will become evident, do you think, in 2026, or do you think it really we won't really see it in the organic numbers until 2027? Or beyond?

My personal opinion specific to that question we have not had any any client of any significance that we're in fear of losing because of the transaction. And especially in environments like this, I doubt that that many there's always gonna be some, because there is some every single year. But if you're running a company right now, unless you're gonna get some great efficiency by putting your advertising and marketing into review, you're not going to proactively disrupt your own organization. So I think and I'm not sure I know you, Jason, but I think what what you're what you're asking the question about is certainly a valid question. But that's just nonsense fed by my competitors to the trade regs. Alright? That I'm gonna lose people and I'm gonna lose accounts and I'm gonna lose this, that, and the other thing. Not true.

Okay. Yes. It's just to just to add, it's it's very disruptive for the client to make a change and especially in this environment, I you know, there there will have had to be some some underlying you know, strategic reasons why they would go ahead and do that. Beyond the ones that had started that process already.

And I think it did I think this was also part of your question, Jason. We can go back. Well, we have much clearer sight on the synergies we promised. Today, and we continue to have many work streams where we're actively planning to achieve those synergies.

Understood. Thank you both.

The next question comes from Cameron McVeigh of Morgan Stanley. Your line is open.

Hey, John. This is Phil. Hi. Just wanted to ask if you're able to provide, you know, the precision marketing growth x Flywheel. And then secondly, curious of any update to the regular and timing of integration, potential client conflicts that may have arisen. Thanks.

I'll take the the precision question. I'd I'd you know, in the first quarter, I would say, you know, Flywheel grew. It's it's smallest quarter is always the first quarter. Growth was fine. But it was lower than the average in in the overall category. And and the rest of the CRM precision group probably grew faster than the average in the category.

And today, out of eighteen requests from governments, regulators, for approval we've received five. Actually, the most recent one, which we got just a couple of days ago, was China. And you, no one on the call will remember this, but ten or eleven years ago, when we were trying to do publiccies, the place that we had trouble getting approval was China. And we've already received that in this process already. So we are very confident advisers and attorneys who are guiding us through their process as we speak.

Great. Thanks.

The next question comes from Steven Cahall with Wells Fargo. Your line is open.

Thank you. John, I was wondering if you could spend a little time talking specifically about trends in pharma and health. I think that's your biggest industry vertical, and health care is its own discipline within the revenues. So just wondering if you see this area as having less risk on some of these concerns in the rest of the portfolio or a little more risk now that we're dealing some of this extra uncertainty in 2025. And then also, I just wanted to dig a little more in the media and advertising. You've had a number of quarters where your third-party expense growth remains healthy in the team. So I'm guessing media continues to grow really well. Is creative also growing really healthily within that I've sensed from some peers that it might be under a little bit of pressure. So just wanted to know if you're seeing any pressure on creative or it's still really solid just not as good as as media given a lot of the account wins? Thank you.

So FirstHealthcare FirstHealthcare Health care is I I think that the decline of what you saw in the first quarter was us just working through the loss of Pfizer. And one or two other minor accounts. And we're phasing through that as we get into the beginning of 2025. It's still a very strong business. I mean, our business is in health care go all the way are dedicated to different aspects of creating a drug, bringing a drug to market, getting the appropriate approvals from the the stronger regular regulatory bodies around the world, which principally you know, the US, also Germany is very strong too in terms of its procedures. What what is not a big part of our business is the stuff you'll see on the six o'clock news like biosempic and you know, you know, here's a a mom and dad and a cat and somebody needs to lose weight because they have diabetes. That's not a very large part of of that segment for us. It's more specific very high science. The employees that we have in that those categories are extremely well educated and very specifically educated in the terms of medicine. So I see it as you know, over as I look forward, I see health care as being a very important segment in what we do. And and I apologize you asked some other part of the question, and

Sure. The second part was just within media and advertising, sort of comparing and contrast things. The strong growth, I think, that's implied in media with how you're seeing the trends in creative.

Sure. Well, media by far is very strong. And continues to be very strong. And last year, I think we topped the leagues in terms of new business wins and retention. A matter of fact, if you netted some of IBD's losses against our wins, we'd still be number one from last year. And that continues. Advertising, advertising really needs to be separated into two different areas. Both are being very highly affected by technology. But Creative is our IP. That's always gonna be at the center of what Omnicom Group Inc. does. And it's terribly important to our clients and to the creation of differentiation, especially as these tools become more democratic. Right? The If everybody had the same generative AI tools on their desk, what would make a difference? But what would make a difference would be a brilliant creative idea. So now is that business going through some adjustments? Because technology has has created efficiencies within that business, which allow us to have less effort in in some instances, yes. No question. But I but it remains a a very key part of our organization. If I look back at 2024, it probably makes up something closer to seventeen or eighteen percent of our total business. That that balance may increase a bit as we complete the transaction with IPG. But it's still the core of what we do. The I as I said, the IP. I don't know if Phil or anybody wants to Yeah. In in terms of the other component, production is is certainly a a fast-growing component of of the solutions we provide to clients. And there's more and more activity in that area. And opportunity in that area, especially as you look at Artbot, our our content automation platform which has been quite successful. Recently. So you know, overall, creative has grown you know, low single digits last year. First the first part of this year, we expect it to be close to flat, a little bit down. In the first quarter. And we expect it to pick up in the second half as John said, media has been quite strong. We expect that they continue to be very strong. And you know, together, those are two key components of the overall the overall product mix. That that is very key and very strategic to the business going forward.

Great. Thank you.

Sure.

The next question comes from Michael Nathanson of MoffettNathanson. Your line is open.

Thanks. One for John, one for Phil. Hey, John. You touched on it earlier that you guys are feeling pretty good about the new business potential. Can you talk a bit about the volume of new business pitches? Is it normal, or do you think people are kinda holding back in terms of the scale of volume and until maybe the uncertainty is lifted. And then on that point, how do people deal with the fact that you'll you'll be merging its into public? Right? So is that part of the conversation when people are asking you about the future prospects of Omnicom Media? So anything you talk about there would be helpful. Then for Phil, third-party service cost, third-party intellectual costs were up double digits this year. When you think about your guidance on organic revenue for the year, is it is it normal to expect this type of growth in third-party costs, or is anything unusual about the first quarter of this year in third-party? Thanks. You know, in the first part of your question, the new business reviews, I have to admit, I haven't tried to track them year over year. I do expect do expect that unless a client has some proactive reason to put their account in review, I'm expecting it to not be as robust as it was said last year. But having said that in the first quarter, you know, there are clients who thankfully, we're on the offense, not the defense, where their accounts are currently being reviewed. And I won't use their names. Those do not insult them. And, you know, you had the move at which benefited public seize, of the Coke business earlier in the quarter. So there are things going on. There's a lot of conversations going on.…

Thanks, Phil.

Sure.

The next question is from Craig Huber of Huber Research Partners. Your line is open.

Thank you. My first set of questions has to do with the potential closing acquisition. I think you mentioned five of the eighteen jurisdictions have approved the transaction including China. Can you share with us if it's possible the other four are? And then also want to ask John, I think when you originally brought forth and talked publicly about this acquisition of Interpublic. You talked about if you run into any issues with any of the regulators out there that you would be open to potentially selling or divesting any any related assets in various jurisdictions. Is that still your case here?

Wow. I probably answered the question a little differently in that we are one hundred, unless you do go higher in percentages, committed to the completion of this transaction, I think that various regulators have requested information from us because they they they are trying to understand our business before some of them are approved. Sitting here today based on very competent advice from our attorneys. And I would I would go as far as to say I haven't heard anything from the very competent attorneys that IPG has either. That we expect that we're in violation of any antitrust rules and you know, you being us all being here in America, all you gotta do is look at you know, you being us all being here in America, all you gotta do is look at Google's results, Meta's results, and, you know, in terms of who we're really competing against and where consumers spending their money. We're we're a very strong player, but they are extremely strong. So I think and I'm not knowledgeable enough with the rules. As the lawyers will continue to point out to me every day when I ask a question. And I think I know the answer. I don't. I don't think we're I don't think we're I don't think this merger drives us into a position in almost any market around the world where where we would have difficulty after we go through whatever their required processes. But if there was the odd thing or two, it would be small. If if it even existed. Would we would it wouldn't change our view that we'll we will close this transaction. And we are dedicated to closing this transaction. But there's nothing material. Otherwise, there's there's certainly enough legal firms working on this globally, locally, to have highlighted anything that would be in that category, which would rise rise to the level of being a concern. And we haven't had that.

And then can you maybe touch on just what the other four jurisdictions are that have approved it so far? Are you allowed

Yeah. I can I can list them for you? Jason.

Great. It's sorry, Craig. Sorry, Craig. Sorry about that. Yeah. Did you change your name? So in addition to China, it's Columbia, Brazil, Saudi Arabia, and Egypt. You know, they're all relatively small for for you know, our combined businesses. But certainly, it's progress. And you know, we we've tried not to know, issue a press release every time we get you know, an approval. But certainly, it's good progress so far. But the process has been quite thorough. In all the markets that that have done the work to review the transaction, and and we wouldn't expect anything else.

And then my last question, guys, is you just talk a little bit further about the tone of business, what you're hearing from executives out there in two areas in specific here, autos and consumer package good areas. Just given that these issue with tariffs and uncertainty out there and so forth, what what is the tone that you're hearing from, like, your companies that you work within those areas, please? Has it materially changed for the negative? I guess, where I'm trying to get to.

Well, with respect to tariffs, I think that's still an open question. Because I think the tariffs or the potential for tariffs that the administration has spoken to they've except for in very specific markets, they made it clear that they're in conversations with many of those governments to resolve any issues that the tariffs may bring to the to the fore. And I I I I'm not any more knowledgeable than you. But it's kinda confirming that the pause that we're in you know, is probably driven because of people approaching the administration with things that are of interest to them. But, again, I don't have any firsthand knowledge of that. But it's all you know, all bodes better than had they just simply gone into effect. So we were planning for a glass that could be half empty, but we're personally striving for what we really believe and have believed for a long time that we're optimistic and that it'll wind up half hope.

Certainly. Those those

I'm just gonna Jon, are you are you trying to suggest and you're not quite sure what the spending levels are of the auto companies out there in in CPG, for example? How they may or may not adjust that it's just too early to tell?

Yeah. We believe I don't think we know it's surgery. Alright? We haven't heard any disasters or had any disastrous reports specifically from clients. We've taken advice from very knowledgeable people and and specifically any auto industry, not related to the advertising business, in terms of what they believe car companies globally are expecting. And again, that leaves us in a position where these are terribly important long-term clients where we have multiyear contracts with in almost every single case of a car company. Which gives us some comfort. And as a good partner, they have difficulty, we'll work with them as best we can to to help us all get through whatever the process is. So the good news is there's none of those accounts are under threat. Because of the multiyear contracts. Work with our partners to get to a good outcome. In terms of CPG, I haven't really had as I haven't dug in as deeply into CPG, as I have, say, into the auto sector. And I kind of await some of their quarterly reports as they come out through the rest of this month. To find out if there's more specific information would require us to adjust ourselves. Finally, on that point, unlike our competitors, CPG is not a huge percentage of our business. So whatever adjustments need to be made will in fact get made. I'd even go as far as to say companies CPG companies are probably taking the lead on in housing things. And they're gonna find themselves in a very uncomfortable position if they have to adjust how they they deal with those in housing efforts as opposed to if they had a third-party vendor which would be easier to get concessions from. But that's all speculation. So know, it doesn't count for anything. I think we're gonna all learn a lot more in the next two, three weeks.

Yeah. Certainly, clients across industries are you know, they're looking for more clarity. They they want flexibility at this point in time. But they're looking for clarity and you know, ultimately, they need to defend and grow their brands. So, you know, the type of marketing spend may change, but we've got a diverse portfolio. We can help them in many different ways. And you know, I I think this is gonna is gonna evolve, and we're gonna know more. In the near future and and we'll adjust. Accordingly. And I think know, we have a track record that that shows that depending on on what the market brings.

Great. Thank you both.

Thank you.

There are no further questions at this time. This concludes today's conference call. Thank you for joining. You may now disconnect.