Omnicom and Interpublic Announce Extension of Exchange Offers in Connection with Expected Merger Closing Posted on October 30, 2025October 30, 2025 by Katie Beaule NEW YORK, Oct. 30, 2025 — Omnicom Group Inc. (“Omnicom”) (NYSE: OMC) and The Interpublic Group of Companies, Inc. (“IPG”) (NYSE: IPG) today announced that, in connection with the closing of the merger between Omnicom and IPG expected by the end of November, Omnicom has extended the expiration date of its previously announced exchange offers and consent solicitations for IPG’s outstanding notes (as set forth in Appendix A to this press release) from 5:00 p.m., New York City time, on October 31, 2025, to 5:00 p.m., New York City time, on November 28, 2025, unless further extended. Omnicom will issue new Omnicom notes in exchange for the IPG notes as detailed in the attached Appendix A, subject to the closing of the offers and solicitations, which are conditioned upon the closing of the merger. About OmnicomOmnicom (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. About IPGIPG (NYSE: IPG) (www.interpublic.com) is a values-based, data-fueled, and creatively driven provider of marketing solutions. Home to some of the world’s best-known and most innovative communications specialists, IPG global brands include Acxiom, Craft, FCB, FutureBrand, Golin, Initiative, IPG Health, IPG Mediabrands, Jack Morton, KINESSO, MAGNA, McCann, Mediahub, Momentum, MRM, MullenLowe Global, Octagon, UM, Weber Shandwick and more. FORWARD-LOOKING STATEMENTS Certain statements in this press release contain forward-looking statements, including statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, from time to time, Omnicom or IPG or their 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 condition, or otherwise, based on current beliefs of Omnicom’s and IPG’s management as well as assumptions made by, and information currently available to, Omnicom’s and IPG’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 Omnicom’s and IPG’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: risks relating to the pending merger between Omnicom and IPG, including: that the merger may not be completed in a timely manner or at all, which could result in the termination of the exchange offers and consent solicitations; delays, unanticipated costs or restrictions resulting from regulatory review of the merger, including the risk that Omnicom or IPG may be unable to obtain governmental and regulatory approvals required for the merger, or that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the merger; uncertainties associated with the merger may cause a loss of both companies’ management personnel and other key employees, and cause disruptions to both companies’ business relationships and a loss of clients; the merger agreement subjects Omnicom and IPG to restrictions on business activities prior to the effective time of the merger; Omnicom and IPG are expected to incur significant costs in connection with the merger and integration; litigation risks relating to the merger; the business and operations of both companies may not be integrated successfully in the expected time frame; the merger may result in a loss of both companies’ clients, service providers, vendors, joint venture participants and other business counterparties; and the combined company may fail to realize all or some of the anticipated benefits of the merger or fail to effectively manage its expanded operations; adverse economic conditions and disruptions, including geopolitical events, international hostilities, acts of terrorism, public health crises, inflation or stagflation, tariffs and other trade barriers, central bank interest rate policies in countries that comprise Omnicom’s and IPG’s major markets, labor and supply chain issues affecting the distribution of clients’ products, or a disruption in the credit markets; international, national or local economic conditions that could adversely affect Omnicom, IPG or their respective clients; losses on media purchases and production costs incurred on behalf of clients; reductions in client spending, a slowdown in client payments or 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 marketing and communications services requirements; failure to manage potential conflicts of interest between or among clients; unanticipated changes related to competitive factors in the marketing and communications services 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; changes in legislation or governmental regulations affecting Omnicom, IPG or their respective clients; risks associated with assumptions made in connection with acquisitions, critical accounting estimates and legal proceedings; risks related to 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; risks related to environmental, social and governance goals and initiatives, including impacts from regulators and other stakeholders, and the impact of factors outside of Omnicom’s and IPG’s respective control on such goals and initiatives; the outcome of the exchange offers and consent solicitations; and other business, financial, operational and legal risks and uncertainties detailed from time to time in Omnicom’s and IPG’s Securities and Exchange Commission (“SEC”) filings. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that may affect Omnicom’s and IPG’s businesses, including those described in Omnicom’s and IPG’s respective Annual Reports on Form 10-K and in other documents filed from time to time with the SEC. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Except to the extent required by applicable law, neither Omnicom nor IPG undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. You are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. NO OFFER OR SOLICITATION This communication is not intended to and does not constitute an offer to purchase, or the solicitation of an offer to sell, or the solicitation of tenders or consents with respect to any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In the case of the exchange offers and consent solicitations, the exchange offers and consent solicitations are being made solely pursuant to the Statement (as defined in Appendix A) and only to such persons and in such jurisdictions as is permitted under applicable law. Appendix A Omnicom hereby extends the expiration date of its previously announced Exchange Offers and Consent Solicitations for the Existing IPG Notes (each as defined below) from 5:00 p.m., New York City time, on October 31, 2025, to 5:00 p.m., New York City time, on November 28, 2025, unless further extended (the “Expiration Date”). The (A) offers to exchange (each an “Exchange Offer” and, collectively the “Exchange Offers”) any and all outstanding 4.650% Notes due 2028 (the “Existing IPG 2028 Notes”), 4.750% Notes due 2030 (the “Existing IPG 2030 Notes”), 2.400% Notes due 2031 (the “Existing IPG 2031 Notes”), 5.375% Notes due 2033 (the “Existing IPG 2033 Notes”), 3.375% Notes due 2041 (the “Existing IPG 2041 Notes”) and 5.400% Notes due 2048 (the “Existing IPG 2048 Notes” and, together with the Existing IPG 2028 Notes, the Existing IPG 2030 Notes, the Existing IPG 2031 Notes, the Existing IPG 2033 Notes and the Existing IPG 2041 Notes, the “Existing IPG Notes”), each series as issued by IPG, for (1) up to $2,950,000,000 aggregate principal amount of new senior notes to be issued by Omnicom (the “New Omnicom Notes”) and (2) cash; and (B) related solicitations of consents on behalf of IPG (each a “Consent Solicitation” and, collectively, the “Consent Solicitations”) from Eligible Holders (as defined below) of a majority in aggregate principal amount outstanding of each series of Existing IPG Notes, to amend each indenture governing each series of Existing IPG Notes (each an “Existing IPG Indenture” and, collectively, the “Existing IPG Indentures”) are made pursuant to the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement, dated August 11, 2025 (the “Statement”). As of 5:00 p.m., New York City time, on October 29, 2025, the principal amounts of Existing IPG Notes set forth in the table below had been validly tendered and not validly withdrawn (and consents thereby validly delivered and not validly revoked). Title of Series ofExisting IPGNotesCUSIP Number ofExisting IPG NotesTitle Series ofNew OmnicomNotesAggregatePrincipalAmountOutstandingExisting IPG Notes TenderedPrincipal AmountPercentage4.650% Notes due2028460690BP4 4.650% SeniorNotes due 2028$500,000,000$449,857,00089.97 %4.750% Notes due2030460690BR0 4.750% SeniorNotes due 2030$650,000,000$591,955,00091.07 %2.400% Notes due2031460690BT6 2.400% SeniorNotes due 2031$500,000,000$457,083,00091.42 %5.375% Notes due2033460690BU3 5.375% SeniorNotes due 2033$300,000,000$276,504,00092.17 %3.375% Notes due2041 460690BS83.375% SeniorNotes due 2041 $500,000,000$494,141,00098.83 %5.400% Notes due2048460690BQ25.400% SeniorNotes due 2048$500,000,000$491,619,00098.32 %$2,950,000,000$2,761,159,00093.60 % On the early tender date and consent revocation deadline of August 22, 2025, Omnicom received consents sufficient to amend the respective Existing IPG Indentures to eliminate certain of the covenants, restrictive provisions and events of default from such Existing IPG Indentures (collectively, the “Proposed Amendments”). On August 22, 2025, IPG executed a supplemental indenture (the “New IPG Supplemental Indenture”) to the Existing IPG Indentures in order to effect the Proposed Amendments. The Proposed Amendments included in the New IPG Supplemental Indenture will become operative (i) only upon the settlement date for the Exchange Offers and the Consent Solicitations, which is expected to be within two business days after the Expiration Date and (ii) subject to satisfaction or waiver of certain conditions, including the completion of Omnicom’s pending transaction to acquire IPG contemplated by the Agreement and Plan of Merger, dated as of December 8, 2024 (such transaction, the “Merger”). Omnicom may waive any such condition at any time with respect to an Exchange Offer (other than the condition that the Merger shall have been completed). The settlement date is expected to be within two business days after the Expiration Date. To the extent the completion of the Merger is not anticipated to occur on or before the Expiration Date, for any reason, Omnicom anticipates further extending the Expiration Date until such time that the Merger has been completed. Any such extension of the Expiration Date will correspondingly extend the settlement date. Omnicom will provide notice of any such extension in advance of the Expiration Date. During any extension of the Expiration Date, all Existing IPG Notes not previously tendered (or validly withdrawn) in an extended Exchange Offer will remain subject to such Exchange Offer and may be accepted for exchange by Omnicom. Following receipt of the requisite consents and the execution of the New IPG Supplemental Indenture on August 22, 2025, consents delivered in the Consent Solicitations with respect to each series of Existing IPG Notes can no longer be revoked. The Statement and other documents relating to the Exchange Offers and Consent Solicitations will only be distributed to holders of Existing IPG Notes who complete and return a letter of eligibility certifying that they are (i) “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act of 1933, as amended (“Securities Act”), or (ii) not “U.S. persons” and are outside of the United States within the meaning of Regulation S under the Securities Act and who are “non-U.S. qualified offerees” (as defined in the Statement) (such persons, “Eligible Holders”). Only Eligible Holders are authorized to receive and review the Statement and only Eligible Holders are permitted to tender Existing IPG Notes in the Exchange Offers and deliver consents in the Consent Solicitations. Eligible Holders of Existing IPG Notes who desire to obtain and complete the letter of eligibility and obtain copies of the Statement should call D.F. King & Co., Inc., the Exchange and Information Agent, at (800) 290-6432 (toll-free) or (212) 401-9970 (collect for banks and brokers). Information related to the Exchange Offers and Consent Solicitations, together with any updates, will be available at www.dfking.com/omnicom. Except as described in this press release and the joint press releases issued by Omnicom and IPG on September 9, 2025 and September 30, 2025, all other terms of the Exchange Offers and Consent Solicitations remain unchanged. Among other risks described in the Statement, the Exchange Offers and Consent Solicitations are expected to result in reduced liquidity for the Existing IPG Notes that are not exchanged, and the Proposed Amendments to the Existing IPG Indenture will reduce protection to remaining holders of Existing IPG Notes. Eligible Holders should refer to the Statement for more details on the risks related to the Exchange Offers and Consent Solicitations. Omnicom has engaged BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as lead dealer managers and solicitation agents (the “Lead Dealer Managers”) and each of Barclays Capital Inc., BNP Paribas Securities Corp., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and HSBC Securities (USA) Inc., as co-dealer managers (together, the “Co-Dealer Managers” and together with the Lead Dealer Managers, the “Dealer Managers”) for the Exchange Offers and Consent Solicitations. Please direct questions regarding the Exchange Offers and Consent Solicitations to BofA Securities, Inc. at (888) 292-0070 (toll-free) or (980) 387-3907 (collect for banks and brokers), J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-3554 (collect for banks and brokers) or Wells Fargo Securities, LLC at (866) 309-6316 (toll free) or (332) 214-6330. The New Omnicom Notes have not been registered under the Securities Act or any state or foreign securities laws, and they may not be offered or sold absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state and foreign securities laws. The Statement has not been filed with or reviewed by the federal or any state securities commission or regulatory authority of any country, nor has any such commission or authority passed upon the accuracy or adequacy of the Statement. Any representation to the contrary is unlawful and may be a criminal offense. None of Omnicom, IPG, any of their respective directors or officers, the Dealer Managers or the Exchange and Information Agent, or in each case, any of their respective affiliates, makes any recommendation as to whether or not Eligible Holders should tender or refrain from tendering all or any portion of the Existing IPG Notes in response to the Exchange Offers, or deliver consents in response to the Consent Solicitations. Eligible Holders will need to make their own decision as to whether to tender Existing IPG Notes in the Exchange Offer and participate in the Consent Solicitations and, if so, the principal amount of Existing IPG Notes to tender.
Omnicom Reports Third Quarter 2025 Results Posted on October 21, 2025October 30, 2025 by Katie Beaule 2025 Third Quarter: Revenue of $4.0 billion, with organic growth of 2.6% Net income of $341.3 million; $436.4 million Non-GAAP adjusted Diluted earnings per share of $1.75; $2.24 Non-GAAP adjusted Operating income of $530.1 million; Non-GAAP Adj. EBITA of $651.0 million with 16.1% margin NEW YORK, Oct. 21, 2025 /PRNewswire/ — Omnicom (NYSE: OMC) today announced results for the quarter ended September 30, 2025. “We expect to close the Interpublic acquisition next month, creating the world’s leading marketing and sales company. Together, we will emerge with the industry’s most talented team and a powerful platform designed to accelerate growth through strategic advantages in data, media, creativity, production, and technology,” said John Wren, Chairman and Chief Executive Officer of Omnicom. “We’re already seeing strong momentum with significant new business wins across both companies, underscoring the compelling opportunities this acquisition creates. Our enhanced ability to deliver revenue growth, operate with greater efficiency, and generate healthy free cash flow only strengthens our confidence in the future – for our clients, our people and for long-term shareholder value.” Third Quarter 2025 Results $ in millions, except per share amounts Three Months Ended September 30, 2025 2024 Revenue $4,037.1 $3,882.6 Operating Income 530.1 600.1 Operating Income Margin 13.1% 15.5% Net Income1 341.3 385.9 Net Income per Share – Diluted1 $1.75 $1.95 Non-GAAP Measures:1 EBITA 551.6 622.3 EBITA Margin 13.7% 16.0% Adjusted EBITA 651.0 622.3 Adjusted EBITA Margin 16.1% 16.0% Non-GAAP Adjusted Net Income per Share – Diluted $2.24 $2.03 1) See notes on page 10. RevenueRevenue in the third quarter of 2025 increased $154.5 million, or 4.0%, to $4,037.1 million as compared to the third quarter of 2024. Worldwide revenue growth in the third quarter of 2025 compared to the third quarter of 2024 was led by an increase in organic revenue of $102.4 million, or 2.6%. Acquisition revenue, net of disposition revenue, was not significant. The impact of foreign currency translation increased revenue by $52.4 million, or 1.4%. Organic growth by discipline in the third quarter of 2025 compared to the third quarter of 2024 was as follows: 9.1% for Media & Advertising, 2.0% for Execution & Support, and 0.8% for Precision Marketing, partially offset by declines of 1.9% for Healthcare, 7.5% for Public Relations, 17.7% for Experiential and 16.9% for Branding & Retail Commerce. Organic growth by region in the third quarter of 2025 compared to the third quarter of 2024 was as follows: 4.6% for the United States, 27.3% for Latin America, 3.7% for the United Kingdom, and 5.9% for the Middle East & Africa, partially offset by declines of 0.2% for Other North America, 3.7% for Asia Pacific, and 3.1% for Euro Markets & Other Europe. ExpensesOperating expenses increased $224.5 million, or 6.8%, to $3,507.0 million in the third quarter of 2025 compared to the third quarter of 2024. Included in operating expenses in the third quarter of 2025 are $60.8 million of acquisition related costs for the pending acquisition of The Interpublic Group of Companies, Inc. (“IPG”) and $38.6 million of repositioning costs, primarily related to severance as we prepare to integrate the pending acquisition of IPG. Salary and service costs increased $125.5 million, or 4.5%, to $2,921.5 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 and freelance labor, third-party service costs, and third-party incidental costs. Salary and related costs decreased $68.4 million, or 3.7%, to $1,778.5 million, primarily due to our prior repositioning actions and changes in our global employee mix. As a percentage of revenue, salary and related costs decreased as compared to the prior period. 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 $171.1 million, or 21.8%, to $955.6 million, primarily as a result of organic growth in our Media & Advertising and Execution & Support disciplines. Third-party incidental costs increased $22.8 million, or 13.9%, to $187.4 million, primarily as a result of organic growth. Occupancy and other costs, which are less directly linked to changes in revenue than salary and service costs, decreased $2.9 million, or 0.9%, to $322.7 million. In the third quarter of 2025, as a percentage of revenue, occupancy and other costs decreased as compared to the prior period. SG&A expenses increased $64.0 million, or 64.3%, to $163.5 million. Included in SG&A expenses in the third quarter of 2025 are $60.8 million of cost related to the pending acquisition of IPG. Operating IncomeOperating income decreased $70.0 million, or 11.7%, to $530.1 million in the third quarter of 2025 compared to the third quarter of 2024, and the related margin decreased to 13.1% from 15.5%. Acquisition related costs and repositioning costs related to the pending acquisition of IPG decreased operating margin by 2.4 percentage points in the third quarter of 2025. Interest Expense, netNet interest expense in the third quarter of 2025 increased $2.8 million to $43.2 million compared to the third quarter of 2024. Interest expense decreased $6.0 million to $60.4 million. Interest income decreased $8.8 million to $17.2 million, primarily due to lower average cash balances and lower interest rates. Income TaxesOur effective tax rate for the third quarter of 2025 increased to 27.2% compared to 26.8% for the third quarter of 2024. The effective tax rate for 2025 increased primarily due to the non-deductibility of certain acquisition related costs in 2025. Net Income – Omnicom Group Inc. and Diluted Net Income per ShareNet income – Omnicom Group Inc. for the third quarter of 2025 decreased $44.6 million, or 11.6%, to $341.3 million compared to the third quarter of 2024. Diluted shares outstanding for the third quarter of 2025 decreased 1.7% to 194.9 million from 198.2 million as a result of net share repurchases. Diluted net income per share of $1.75 decreased $0.20, or 10.3%, from $1.95. Non-GAAP Adjusted Net Income per Share – Diluted for the third quarter of 2025 increased $0.21, or 10.3%, to $2.24 from $2.03. Non-GAAP Adjusted Net Income per Share – Diluted for the third quarters of 2025 and 2024 excluded $15.9 million and $16.4 million, respectively, of after-tax amortization of acquired intangible assets and internally developed strategic platform assets. Non-GAAP Adjusted Net Income per Share – Diluted for the third quarter of 2025 also excluded $50.8 million of after-tax acquisition related costs and $28.4 million of after-tax repositioning costs. We present Non-GAAP Adjusted Net Income per Share – Diluted to allow for comparability with the prior year period. EBITAEBITA decreased $70.7 million, or 11.4%, to $551.6 million in the third quarter of 2025 compared to the third quarter of 2024, and the related margin decreased to 13.7% from 16.0%. Adjusted EBITA increased $28.7 million, or 4.6%, to $651.0 million in the third quarter of 2025 compared to the third quarter of 2024, and the related margin increased to 16.1% from 16.0%. EBITA and Adjusted EBITA excluded amortization of acquired intangible assets and internally developed strategic platform assets of $21.5 million and $22.2 million in the third quarters of 2025 and 2024, respectively. Adjusted EBITA also excluded $60.8 million of costs related to the pending acquisition of IPG and repositioning costs of $38.6 million in the third quarter of 2025. Risks and UncertaintiesGlobal economic conditions and disruptions, including geopolitical events, international hostilities, acts of terrorism, public health crises, inflation or stagflation, tariffs and other trade barriers, central bank interest rate policies in countries that comprise our major markets, labor and supply chain issues affecting the distribution of our clients’ products, or a disruption in the credit markets 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 and disruptions 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 and disruptions, reductions in client revenue, changes in client creditworthiness and other developments. Definitions – Components of Revenue ChangeWe 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 CallOmnicom will host a conference call to review its financial results on Tuesday, October 21, 2025, 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. Corporate ResponsibilityAt 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 OmnicomOmnicom (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. Non-GAAP Financial MeasuresWe 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. We define EBITA 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 condition, 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: risks relating to the pending merger (the “merger”) with IPG, including: that the merger may not be completed in a timely manner or at all; delays, unanticipated costs or restrictions resulting from regulatory review of the merger, including the risk that Omnicom or IPG may be unable to obtain governmental and regulatory approvals required for the merger, or that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the merger; uncertainties associated with the merger may cause a loss of both companies’ management personnel and other key employees, and cause disruptions to both companies’ business relationships; the merger agreement subjects the Company and IPG to restrictions on business activities prior to the effective time of the merger; the Company and IPG are expected to incur significant costs in connection with the merger and integration; litigation risks relating to the merger; the business and operations of both companies may not be integrated successfully in the expected time frame; the merger may result in a loss of both companies’ clients, service providers, vendors, joint venture participants and other business counterparties; and the combined company may fail to realize all of the anticipated benefits of the merger or fail to effectively manage its expanded operations; adverse economic conditions and disruptions, including geopolitical events, international hostilities, acts of terrorism, public health crises, inflation or stagflation, tariffs and other trade barriers, central bank interest rate policies in countries that comprise our major markets, labor and supply chain issues affecting the distribution of our clients’ products, or a disruption in the credit markets; 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 or 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 marketing and communications services requirements; failure to manage potential conflicts of interest between or among clients; unanticipated changes related to competitive factors in the marketing and communications services 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 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 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. OMNICOM GROUP INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF INCOME (Unaudited)(In millions, except per share amounts) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Revenue $4,037.1 $3,882.6 $11,743.1 $11,366.9 Operating Expenses: Salary and service costs 2,921.5 2,796.0 8,600.4 8,288.7 Occupancy and other costs 322.7 325.6 963.2 953.9 Repositioning costs1 38.6 — 127.4 57.8 Cost of services 3,282.8 3,121.6 9,691.0 9,300.4 Selling, general and administrative expenses1 163.5 99.5 451.8 295.8 Depreciation and amortization 60.7 61.4 178.4 181.4 Total Operating Expenses1 3,507.0 3,282.5 10,321.2 9,777.6 Operating Income 530.1 600.1 1,421.9 1,589.3 Interest Expense 60.4 66.4 182.1 182.9 Interest Income 17.2 26.0 68.8 74.0 Income Before Income Taxes and Income From Equity Method Investments 486.9 559.7 1,308.6 1,480.4 Income Tax Expense1 132.3 150.2 373.5 389.9 Income From Equity Method Investments 5.8 0.4 6.5 4.6 Net Income1 360.4 409.9 941.6 1,095.1 Net Income Attributed To Noncontrolling Interests 19.1 24.0 55.0 62.5 Net Income – Omnicom Group Inc.1 $341.3 $385.9 $886.6 $1,032.6 Net Income Per Share – Omnicom Group Inc.:1 Basic $ 1.76 $ 1.97 $ 4.54 $ 5.25 Diluted $ 1.75 $ 1.95 $ 4.51 $ 5.19 Dividends Declared Per Common Share $ 0.70 $ 0.70 $ 2.10 $ 2.10 Operating income margin 13.1 % 15.5 % 12.1 % 14.0 % Non-GAAP Measures:4 EBITA2 $551.6 $622.3 $1,485.0 $1,654.5 EBITA Margin2 13.7 % 16.0 % 12.6 % 14.6 % EBITA – Adjusted1,2 $651.0 $622.3 $1,773.0 $1,712.3 EBITA Margin – Adjusted1,2 16.1 % 16.0 % 15.1 % 15.1 % Non-GAAP Adjusted Net Income Per Share – Omnicom Group Inc. – Diluted1,3 $2.24 $2.03 $5.98 $5.65 1) See Note 3 on page 10. 2) See Note 4 on page 10 for the definition of EBITA. 3) Adjusted Net Income per Share – Diluted for the three and nine months ended September 30, 2025 excludes after-tax amortization of acquired intangible assets and internally developed strategic platform assets, after-tax repositioning costs, and after-tax acquisition related costs. Adjusted Net Income per Share – Diluted for the three and nine months ended September 30, 2024, excludes after-tax amortization of acquired intangible assets and internally developed strategic platform assets and, for the nine months ended September 30, 2024, also excludes after-tax repositioning costs. 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. OMNICOM GROUP INC. AND SUBSIDIARIESDETAIL OF OPERATING EXPENSES(Unaudited)(In millions) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Revenue $4,037.1 $3,882.6 $11,743.1 $11,366.9 Operating Expenses: Salary and service costs: Salary and related costs 1,778.5 1,846.9 5,386.8 5,531.1 Third-party service costs1 955.6 784.5 2,670.8 2,293.8 Third-party incidental costs2 187.4 164.6 542.8 463.8 Total salary and service costs 2,921.5 2,796.0 8,600.4 8,288.7 Occupancy and other costs 322.7 325.6 963.2 953.9 Repositioning costs3 38.6 — 127.4 57.8 Cost of services 3,282.8 3,121.6 9,691.0 9,300.4 Selling, general and administrative expenses3 163.5 99.5 451.8 295.8 Depreciation and amortization 60.7 61.4 178.4 181.4 Total operating expenses3 3,507.0 3,282.5 10,321.2 9,777.6 Operating Income $530.1 $600.1 $1,421.9 $1,589.3 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 Note 3 on page 10. OMNICOM GROUP INC. AND SUBSIDIARIESRECONCILIATION OF NON-GAAP FINANCIAL MEASURES(Unaudited)(In millions) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Net Income – Omnicom Group Inc. $341.3 $385.9 $886.6 $1,032.6 Net Income Attributed To Noncontrolling Interests 19.1 24.0 55.0 62.5 Net Income 360.4 409.9 941.6 1,095.1 Income From Equity Method Investments 5.8 0.4 6.5 4.6 Income Tax Expense 132.3 150.2 373.5 389.9 Income Before Income Taxes and Income From Equity Method Investments 486.9 559.7 1,308.6 1,480.4 Interest Expense 60.4 66.4 182.1 182.9 Interest Income 17.2 26.0 68.8 74.0 Operating Income 530.1 600.1 1,421.9 1,589.3 Add back: amortization of acquired intangible assets and internally developed strategic platform assets1 21.5 22.2 63.1 65.2 Earnings before interest, taxes and amortization of intangible assets (“EBITA”)1 $551.6 $622.3 $1,485.0 $1,654.5 Amortization of other purchased and internally developed software 3.9 4.3 11.9 13.4 Depreciation 35.3 34.9 103.4 102.8 EBITDA $590.8 $661.5 $1,600.3 $1,770.7 EBITA1 $551.6 $622.3 $1,485.0 $1,654.5 Repositioning costs2 38.6 — 127.4 57.8 Acquisition related costs2 60.8 — 160.6 — EBITA – Adjusted1,2 $651.0 $622.3 $1,773.0 $1,712.3 Revenue $4,037.1 $3,882.6 $11,743.1 $11,366.9 Non-GAAP Measures: EBITA1 $551.6 $622.3 $1,485.0 $1,654.5 EBITA Margin1 13.7 % 16.0 % 12.6 % 14.6 % EBITA – Adjusted1,2 $651.0 $622.3 $1,773.0 $1,712.3 EBITA Margin – Adjusted1,2 16.1 % 16.0 % 15.1 % 15.1 % 1) See Note 4 on page 10 for the definition of EBITA. 2) See Note 3 on page 10. The above table reconciles the Non-GAAP financial measures of EBITDA, EBITA, EBITA – Adjusted, EBITA Margin and EBITA Margin- Adjusted to the GAAP financial measure of Net Income- Omnicom Group Inc. 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. 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. OMNICOM GROUP INC. AND SUBSIDIARIESRECONCILIATION OF NON-GAAP FINANCIAL MEASURES(Unaudited)(In millions) Three Months Ended September 30, Reported2025 Non-GAAPAdj. (1) Non-GAAP2025 Adj. Reported2024 Non-GAAPAdj. (1) Non-GAAP2024 Adj. Revenue $ 4,037.1 $ — $ 4,037.1 $ 3,882.6 $ — $ 3,882.6 Operating Expenses1 3,507.0 (99.4) 3,407.6 3,282.5 — 3,282.5 Operating Income 530.1 99.4 629.5 600.1 — 600.1 Operating Income Margin 13.1 % 15.6 % 15.5 % 15.5 % Nine Months Ended September 30, Reported2025 Non-GAAPAdj. (1) Non-GAAP2025 Adj. Reported2024 Non-GAAPAdj. (1) Non-GAAP2024 Adj. Revenue $11,743.1 $ — $ 11,743.1 $ 11,366.9 $ — $ 11,366.9 Operating Expenses1 10,321.2 (288.0) 10,033.2 9,777.6 (57.8) 9,719.8 Operating Income 1,421.9 288.0 1,709.9 1,589.3 57.8 1,647.1 Operating Income Margin 12.1 % 14.6 % 14.0 % 14.5 % Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 NetIncome Net Incomeper Share-Diluted NetIncome Net Incomeper Share-Diluted NetIncome Net Incomeper Share-Diluted NetIncome Net Incomeper Share-Diluted Net Income – Omnicom Group Inc. – Reported $ 341.3 $ 1.75 $ 385.9 $ 1.95 $ 886.6 $ 4.51 $ 1,032.6 $ 5.19 Repositioning costs (after-tax)2 28.4 0.15 — — 95.7 0.49 42.9 0.22 Acquisition related costs (after-tax)1,2 50.8 0.26 — — 145.0 0.74 — — Amortization of acquired intangible assets and internally developedstrategic platform assets (after-tax)2 15.9 0.08 16.4 0.08 46.7 0.24 48.2 0.24 Non-GAAP Net Income – Omnicom Group Inc. – Adjusted2,3 $ 436.4 $ 2.24 $ 402.3 $ 2.03 $ 1,174.0 $ 5.98 $ 1,123.7 $ 5.65 1) See Note 3 on page 10. 2) Adjusted Net Income per Share – Diluted for the three and nine months ended September 30, 2025 excludes after-tax amortization of acquired intangible assets and internally developed strategic platform assets, after-tax repositioning costs, and after-tax acquisition related costs. Adjusted Net Income per Share – Diluted for the three and nine months ended September 30, 2024, excludes after-tax amortization of acquired intangible assets and internally developed strategic platform assets and, for the nine months ended September 30, 2024, also excludes after-tax repositioning costs. 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, 2025 and 2024 were 194.9 million and 198.2 million, respectively. Weighted-average diluted shares for the nine months ended September 30, 2025 and 2024 were 196.4 million and 198.9 million, respectively. The above tables reconcile the 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 to the GAAP financial measures of Operating Income, Net Income – Omnicom Group Inc. and 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. 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 three months ended September 30, 2025, operating expenses included $38.6 million ($28.4 million after-tax) of repositioning costs, primarily related to severance actions as we prepare to integrate the pending acquisition of IPG. For the nine months ended September 30, 2025, operating expenses include $127.4 million ($95.7 million after-tax) of repositioning costs, related to severance actions as we prepare to integrate the pending acquisition of IPG, as well as efficiency initiatives in the second quarter of 2025, primarily within the Omnicom Advertising Group and the Omnicom Production Group. In addition, included in selling, general and administrative expenses for the three and nine months ended September 30, 2025, are acquisition related costs of $60.8 million ($50.8 million after-tax) and $160.6 million ($145.0 million after-tax), respectively, related to the pending acquisition of IPG. The net impact of these items reduced operating income for the three and nine months ended September 30, 2025, by $99.4 million ($79.2 million after-tax) and $288.0 million ($240.7 million after-tax), respectively, which reduced diluted net income per share – Omnicom Group Inc. by $0.41 and $1.23, respectively. There were no acquisition related costs or repositioning costs for the three months ended September 30, 2024. For the nine months ended September 30, 2024, operating expenses included $57.8 million ($42.9 million after-tax) of repositioning costs recorded in the second quarter of 2024, primarily related to severance, which reduced diluted net income per share – Omnicom Group Inc. by $0.22. There were no acquisition related costs for the three and nine months ended September 30, 2024. 4) We define EBITA as earnings before interest, taxes and amortization of acquired intangible assets and internally developed strategic platform assets.
Omnicom Schedules Third Quarter 2025 Earnings Release and Conference Call Posted on October 8, 2025October 30, 2025 by Amanda Granath NEW YORK, Oct. 8, 2025 /PRNewswire/ — Omnicom (NYSE: OMC) will publish its third quarter 2025 results on Tuesday, October 21, 2025 after the New York Stock Exchange close of trading. The company will also host a conference call to review such financial results on Tuesday, October 21, 2025, starting at 4:30 p.m. Eastern Time. A live webcast of the call will be available at Omnicom’s investor relations website, investor.omnicomgroup.com, along with the related earnings press release and slide presentation. A webcast replay will be made available after the call concludes. About OmnicomOmnicom (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. SOURCE Omnicom Group Inc.