OMNICOM GROUP INC.OMC
OMNICOM GROUP INC. Debt Disclosure
Debt
IPG Senior Notes Exchange Offers
In connection with the Merger, Omnicom commenced offers to exchange all outstanding notes of certain series issued by IPG for up to $2.95 billion in aggregate principal amount of new notes issued by Omnicom. As a result of these exchange offers, which were completed on December 2, 2025, approximately 94% of IPG's outstanding senior notes were exchanged for $2.76 billion in aggregate principal amount of new notes issued by Omnicom (the “Exchange Senior Notes”). The only cash exchanged was related to the consent payment of $2.7 million and the remaining debt exchange is presented as a non-cash financing activity. The remainder of the acquired IPG senior notes, representing approximately $185.0 million in aggregate principal amount (the “IPG Senior Notes”), that were not exchanged pursuant to the exchange offers remain obligations of IPG and will continue to be subject to their existing terms, as modified by the amendments made in the exchange offers and consent solicitations. Collectively, the aggregate principal amount of the Exchange Senior Notes and IPG Senior Notes is $2.95 billion. As of December 31, 2025, the unamortized discount related to the fair value adjustment of the Exchange Senior Notes and IPG Senior Notes was $183.9 million. Consent payments in connection with the exchange offers included $2.7 million capitalized as debt issuance costs and $13.2 million recorded as interest expense. Interest on the Exchange Senior Notes and IPG Senior Notes will be payable semi-annually in arrears.
Credit Facility
On November 26, 2025, the Company entered into a Fourth Amended and Restated Five Year Credit Agreement (the “Credit Agreement Amendment”), which amended and restated the Company’s Third Amended and Restated Five Year Credit Agreement, dated as of June 2, 2023. The Credit Agreement Amendment, among other things, (i) increased the unsecured multi-currency revolving credit facility (the “Credit Facility”) amount from $2.5 billion to $3.5 billion, (ii) reduced the facility fee and applicable margin, (iii) extended the termination date (with respect to the available commitments of the extending lenders) from June 2, 2028 to November 26, 2030 and (iv) designated Omnicom as sole borrower under the Credit Facility.
Our $3.5 billion Credit Facility terminates on November 26, 2030. We can issue up to $3 billion of U.S. Dollar denominated commercial paper under a U.S. commercial paper program, and issue up to the equivalent of $500 million in British Pounds, Euro or U.S. Dollars under a Euro commercial paper program. In addition, certain of our international subsidiaries have uncommitted credit lines that are guaranteed by Omnicom aggregating $1,131.1 million. All of these facilities provide additional liquidity sources for operating capital and general corporate purposes. We did not issue commercial paper in 2025 or 2024. At both December 31, 2025 and 2024, there were no outstanding borrowings under the Credit Facility and no outstanding commercial paper issuances.
The Credit Facility has a financial covenant that requires us to maintain a Leverage Ratio (as defined in the Credit Facility) of consolidated indebtedness to consolidated EBITDA (earnings before interest, taxes, depreciation, amortization and non-cash charges) of no more than 3.5 times for the most recently ended 12-month period. At December 31, 2025, we were in compliance with this covenant as our Leverage Ratio was 2.5 times. The Credit Facility does not limit our ability to declare or pay dividends or repurchase our common stock.
Short-Term Debt
Short-term debt of $62.0 million and $21.3 million at December 31, 2025 and 2024, respectively, represented bank overdrafts and short-term borrowings primarily of our international subsidiaries. The weighted average interest rate was 11.5% and 11.4%, respectively. Due to the short-term nature of this debt, carrying value approximates fair value.
Long-Term Debt
| December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
3.600% Senior Notes due 2026 | 1,400.0 | 1,400.0 | |||||||||
€500 Million 0.80% Senior Notes due 2027 | 588.7 | 520.3 | |||||||||
4.650% Senior Notes (Exchange/IPG) due 2028 | 500.0 | — | |||||||||
2.450% Senior Notes due 2030 | 600.0 | 600.0 | |||||||||
4.200% Senior Notes due 2030 | 600.0 | 600.0 | |||||||||
4.750% Senior Notes (Exchange/IPG) due 2030 | 650.0 | — | |||||||||
€500 Million 1.40% Senior Notes due 2031 | 588.7 | 520.3 | |||||||||
2.400% Senior Notes (Exchange/IPG) due 2031 | 500.0 | — | |||||||||
2.600% Senior Notes due 2031 | 800.0 | 800.0 | |||||||||
€600 Million 3.70% Senior Notes due 2032 | 706.4 | 624.5 | |||||||||
£325 Million 2.25% Senior Notes due 2033 | 439.1 | 407.9 | |||||||||
5.375% Senior Notes (Exchange/IPG) due 2033 | 300.0 | — | |||||||||
5.300% Senior Notes due 2034 | 600.0 | 600.0 | |||||||||
3.375% Senior Notes (Exchange/IPG) 2041 | 500.0 | — | |||||||||
5.400% Senior Notes (Exchange/IPG) 2048 | 500.0 | — | |||||||||
| Long-Term Debt, Gross | 9,272.9 | 6,073.0 | |||||||||
Unamortized discount1 | (192.3) | (9.5) | |||||||||
| Unamortized debt issuance costs | (25.9) | (27.4) | |||||||||
| Unamortized deferred gain (loss) from settlement of interest rate swaps | (0.2) | (0.8) | |||||||||
| Long-Term Debt, including current portion | 9,054.5 | 6,035.3 | |||||||||
| Current portion | (1,399.5) | — | |||||||||
| Long-Term Debt | $ | 7,655.0 | $ | 6,035.3 | |||||||
1) The unamortized discount includes the fair value adjustment to principal for debt acquired in the Merger and those exchanged. The total fair value adjustment recorded as discount to debt acquired was $185.1 million and will be amortized over the remaining term of the respective debt.
Omnicom and its wholly owned finance subsidiary, Omnicom Capital Inc. (OCI), are co-obligors under the 3.60% Senior Notes due 2026. These notes are a joint and several liability of Omnicom and OCI, and Omnicom unconditionally guarantees OCI’s obligations with respect to the notes. OCI provides funding for our operations by incurring debt and lending the proceeds to our operating subsidiaries. OCI’s assets primarily consist of cash and cash equivalents and intercompany loans made to our operating subsidiaries, and the related interest receivable. There are no restrictions on the ability of OCI or Omnicom to obtain funds from our subsidiaries through dividends, loans or advances. Such notes are senior unsecured obligations that rank equal in right of payment with all existing and future unsecured senior indebtedness.
Omnicom and OCI have, jointly and severally, fully and unconditionally guaranteed the obligations of OFH with respect to the €500 million 0.80% Senior Notes due 2027 and the €500 million 1.40% Senior Notes due 2031, and Omnicom has fully and unconditionally guaranteed the obligations of OFH with respect the €600 million 3.70% Senior Notes due 2032, collectively the Euro Notes. OFH’s assets consist of its investments in several wholly owned finance companies that function as treasury centers, providing funding for various operating companies in Europe, Australia and other countries in the Asia-Pacific region. The finance companies’ assets consist of cash and cash equivalents and intercompany loans that they make or have made to the operating companies in their respective regions and the related interest receivable. There are no restrictions on the ability of Omnicom, OCI or OFH to obtain funds from their subsidiaries through dividends, loans or advances. The Euro Notes and the related guarantees are senior unsecured obligations that rank equal in right of payment with all existing and future unsecured senior indebtedness of OFH and each of Omnicom and OCI, as applicable.
Omnicom has fully and unconditionally guaranteed the obligations of Omnicom Capital Holdings plc, a U.K.-based wholly owned subsidiary of Omnicom (OCH), with respect to the £325 million 2.25% Senior Notes due 2033 (“Sterling Notes”). OCH’s assets consist of its investments in several wholly owned finance companies that function as treasury centers, providing funding for various operating companies in EMEA, Australia and other countries in the Asia-Pacific region. The finance companies’ assets consist of cash and cash equivalents and intercompany loans that they make or have made to the operating companies in their respective regions and the related interest receivable. There are no restrictions on the ability of Omnicom or OCH to obtain funds from their subsidiaries through dividends, loans or advances. The Sterling Notes and the related guarantee are senior unsecured obligations that rank equal in right of payment with all existing and future unsecured senior indebtedness of OCH and Omnicom, respectively.
On August 2, 2024, Omnicom issued $600 million 5.30% Senior Notes due 2034. The net proceeds from the issuance after deducting the underwriting discount and offering expenses, were $592.4 million. The net proceeds from the issuance, along with available cash, were used to fund the repayment of our $750 million 3.65% Senior Notes on November 1, 2024.
On March 6, 2024, Omnicom Finance Holdings plc, or OFH, a U.K.-based wholly owned subsidiary of Omnicom, issued €600 million 3.70% Senior Notes due 2032. The net proceeds from the issuance, after deducting the underwriting discount and offering expenses, were $643.1 million and were used for general corporate purposes, including working capital expenditures, acquisitions and repurchases of our common stock.
Our 2.45% Senior Notes due 2030, 4.20% Senior Notes due 2030, 2.60% Senior Notes due 2031 and 5.30% Senior Notes due 2034 are senior unsecured obligations of Omnicom that rank equal in right of payment with all existing and future unsecured senior indebtedness.
Long-term debt maturities at December 31, 2025:
| 2026 | $ | 1,400.0 | |||
| 2027 | 588.7 | ||||
| 2028 | 500.0 | ||||
| 2029 | — | ||||
| 2030 | 1,850.0 | ||||
| Thereafter | 4,934.2 | ||||
| Long-Term Debt, Gross | $ | 9,272.9 | |||
Interest Expense
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Long-term debt | $ | 209.6 | $ | 194.9 | $ | 165.1 | |||||||||||
| Fees | 4.3 | 4.4 | 4.8 | ||||||||||||||
| Pension and other interest | 53.7 | 50.3 | 50.5 | ||||||||||||||
| Interest rate and cross currency swaps | (4.2) | (1.7) | (1.9) | ||||||||||||||
| Interest Expense | $ | 263.4 | $ | 247.9 | $ | 218.5 | |||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 20, 2026 | Showing above |
| 2024 | Feb 5, 2025 | |
| 2023 | Feb 7, 2024 | |
| 2022 | Feb 8, 2023 | |
| 2021 | Feb 9, 2022 | |
| 2020 | Feb 18, 2021 | |
| 2019 | Feb 11, 2020 | |
| 2018 | Feb 12, 2019 | |
| 2017 | Feb 15, 2018 | |
| 2016 | Feb 9, 2017 | |
| 2015 | Feb 9, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.