Amanda Granath, Author at Omnicom Group

NEW YORK, Sept. 30, 2025 /PRNewswire/ — Omnicom Group Inc. (“Omnicom”) (NYSE: OMC) and The Interpublic Group of Companies, Inc. (“IPG”) (NYSE: IPG) today announced that the regulatory approval process for Omnicom’s pending acquisition of IPG continues and has been completed in all required jurisdictions other than Mexico and the European Union. Omnicom and IPG continue to expect that the acquisition will close by December 31, 2025.

Additionally, Omnicom hereby extends 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 September 30, 2025, to 5:00 p.m., New York City time, on October 31, 2025, unless further extended.

About Omnicom
Omnicom (NYSE: OMC) is a leading provider of data-inspired, creative marketing and sales solutions. Omnicom’s iconic agency brands are home to the industry’s most innovative communications specialists who are focused on driving intelligent business outcomes for their clients. The company offers a wide range of services in advertising, strategic media planning and buying, precision marketing, retail and digital commerce, branding, experiential, public relations, healthcare marketing and other specialty marketing services to over 5,000 clients in more than 70 countries. For more information, visit www.omnicomgroup.com.

About IPG
IPG (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 September 30, 2025, to 5:00 p.m., New York City time, on October 31, 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 September 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 of Existing IPG Notes	CUSIP Number of Existing IPG Notes	Title Series of New Omnicom Notes	Aggregate Principal Amount Outstanding	Existing IPG Notes Tendered
Title of Series of Existing IPG Notes	CUSIP Number of Existing IPG Notes	Title Series of New Omnicom Notes	Aggregate Principal Amount Outstanding	Principal Amount	Percentage
4.650% Notes due 2028	460690BP4	4.650% Senior Notes due 2028	$500,000,000	$449,602,000	89.92 %
4.750% Notes due 2030	460690BR0	4.750% Senior Notes due 2030	$650,000,000	$590,399,000	90.83 %
2.400% Notes due 2031	460690BT6	2.400% Senior Notes due 2031	$500,000,000	$457,079,000	91.42 %
5.375% Notes due 2033	460690BU3	5.375% Senior Notes due 2033	$300,000,000	$276,569,000	92.19 %
3.375% Notes due 2041	460690BS8	3.375% Senior Notes due 2041	$500,000,000	$493,860,000	98.77 %
5.400% Notes due 2048	460690BQ2	5.400% Senior Notes due 2048	$500,000,000	$491,366,000	98.27 %
			$2,950,000,000	$2,758,875,000	93.52 %

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 regulatory approval process for the Merger is continuing to progress and the companies expect to complete the transaction this year.

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 release issued by Omnicom and IPG on September 9, 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.

SOURCE Omnicom Group Inc.

Omnicom and Interpublic Finalize Agreement with FTC

Posted on September 26, 2025September 26, 2025 by Amanda Granath

Omnicom and Interpublic Announce Extension of Exchange Offers

Posted on September 9, 2025September 9, 2025 by Amanda Granath

NEW YORK, September 9, 2025 – Omnicom Group Inc. (“Omnicom”) (NYSE: OMC) and The Interpublic Group of Companies, Inc. (“IPG”) (NYSE: IPG) today announced that Omnicom has extended the expiration date of its previously announced (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”). Omnicom hereby extends the expiration date from 5:00 p.m., New York City time, on September 9, 2025, to 5:00 p.m., New York City time, on September 30, 2025, unless further extended (the “Expiration Date”).

As of 5:00 p.m., New York City time, on September 8, 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 of Existing IPG Notes	CUSIP Number of Existing IPG Notes	Title Series of New Omnicom Notes	Aggregate Principal Amount Outstanding	Existing IPG Notes Tendered
Title of Series of Existing IPG Notes	CUSIP Number of Existing IPG Notes	Title Series of New Omnicom Notes	Aggregate Principal Amount Outstanding	Principal Amount	Percentage
4.650% Notes due 2028	460690BP4	4.650% Senior Notes due 2028	$500,000,000	$448,348,000	89.67%
4.750% Notes due 2030	460690BR0	4.750% Senior Notes due 2030	$650,000,000	$586,245,000	90.19%
2.400% Notes due 2031	460690BT6	2.400% Senior Notes due 2031	$500,000,000	$456,839,000	91.37%
5.375% Notes due 2033	460690BU3	5.375% Senior Notes due 2033	$300,000,000	$276,569,000	92.19%
3.375% Notes due 2041	460690BS8	3.375% Senior Notes due 2041	$500,000,000	$493,860,000	98.77%
5.400% Notes due 2048	460690BQ2	5.400% Senior Notes due 2048	$500,000,000	$487,848,000	97.57%
			$2,950,000,000	$2,749,709,000	93.21%

The regulatory approval process for the Merger is continuing to progress and the companies expect to complete the transaction this year.

Omnicom is making the Exchange Offers and Consent Solicitations 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”). 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, all other terms of the Exchange Offers and Consent Solicitations remain unchanged.

# # #

About Omnicom

Omnicom (NYSE: OMC) is a leading provider of data-inspired, creative marketing and sales solutions. Omnicom’s iconic agency brands are home to the industry’s most innovative communications specialists who are focused on driving intelligent business outcomes for their clients. The company offers a wide range of services in advertising, strategic media planning and buying, precision marketing, retail and digital commerce, branding, experiential, public relations, healthcare marketing and other specialty marketing services to over 5,000 clients in more than 70 countries. For more information, visit www.omnicomgroup.com.

About IPG

IPG (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

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.

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 and only to such persons and in such jurisdictions as is permitted under applicable law.

Omnicom and Interpublic Announce Results of Early Participation in Exchange Offers and Consent Solicitations

Posted on August 25, 2025August 25, 2025 by Amanda Granath

Omnicom and Interpublic Announce Exchange Offers and Consent Solicitations

Posted on August 11, 2025August 11, 2025 by Amanda Granath

Omnicom Announces Formation of Omnicom Oceania, Appoints Nick Garrett as CEO

Posted on July 22, 2025 by Amanda Granath

Move aligns all Omnicom operations in ANZ under single leadership
New operating model enables group to drive growth through upstream strategy, innovation and a cohesive experience

SYDNEY, July 22, 2025 /PRNewswire/ –– Omnicom (NYSE: OMC) today announced the formation of Omnicom Oceania. The move aligns all Omnicom’s practice areas across Australia and New Zealand including market leading media and creative agencies, PR, performance marketing, production and more under a unified leadership structure.

It reflects Omnicom’s commitment to flexibility, innovation, and deep specialization, adapting to an ever-changing landscape and ensuring it delivers the best fit solution for clients. Tapping into Omnicom’s significant investment in its Omni platform, Omni AI tools and more, the group has already redefined the market by building high-performance orchestration models such as +61 for Telstra and Smith Street for Coles.

“Increasingly, clients in this market are looking for deep specialism and seamless integration. Recent Forrester wave reports have proven that Omnicom is the unrivalled leader across key marketing specializations. We have successfully deployed these specializations with many leading clients in the market, and this organisational shift accelerates our ability to deliver this model to more clients across the region,” said John Wren, Omnicom Chairman and CEO.

Omnicom Oceania will be led by Nick Garrett as CEO. In his new role, Garrett will collaborate closely with brand agency leaders to deliver integrated solutions and a more seamless experience for Omnicom’s clients and their customers.

Garrett returns to Omnicom after 4 years at Deloitte Digital where he joined as a Brand & Creative Partner in 2021. Within his first year he joined the Global Leadership team, later becoming Global CMO. Locally and internationally, he drove upstream consulting services at the intersection of creativity, technology and transformation. Before Deloitte, Garrett spent almost a decade leading BBDO agencies, Clemenger and Colenso and, prior to that, worked at TBWA in Sydney and LA.

Garrett said, “My time in the consulting world showed me just how big the opportunity is to add creative problem solving and brand thinking further upstream into business strategy, and how agencies can positively influence more of the customer eco-system beyond marketing and comms. There is a huge amount of white space to grow into, and I am absolutely thrilled to be returning to the Omnicom family to continue to drive growth at an accelerated pace.”

Wren continued, “We have the advantage of best-in-class capabilities and talent across practice areas, built on the foundations of world-leading data, AI, technologies and tools. Nick’s deep knowledge of Omnicom and his advisory experience make him the ideal leader to orchestrate these capabilities and drive the growth ambitions of our clients.”

The move will see Garrett reporting into Wren, and the changes are effective immediately.

SOURCE Omnicom Group Inc.

Omnicom Reports Second Quarter 2025 Results

Posted on July 15, 2025July 17, 2025 by Amanda Granath

2025 Second Quarter:

Revenue of $4.0 billion, with organic growth of 3.0%
Net income of $257.6 million; $401.1 million Non-GAAP adjusted
Diluted earnings per share of $1.31; $2.05 Non-GAAP adjusted
Operating income of $439.2 million; Non-GAAP Adj. EBITA of $613.8 million with 15.3% margin

NEW YORK, July 15, 2025 /PRNewswire/ — Omnicom (NYSE: OMC) today announced results for the quarter ended June 30, 2025.

“We delivered solid 3.0% organic revenue growth this quarter even in the face of ongoing macroeconomic and geopolitical uncertainty – underscoring once again the resilience and agility of our business,” said John Wren, Chairman and Chief Executive Officer of Omnicom. “Our continued investment in our innovative operating platform, Omni, is driving superior business outcomes for our clients while enhancing operational efficiency across our organization. We also achieved a key milestone in our transformational acquisition of Interpublic, successfully clearing U.S. antitrust review and moving closer to an expected close later this year. As we look ahead, I am more optimistic than ever about the significant growth opportunities this strategic transaction will create for our people, clients, and shareholders.”

Second Quarter 2025 Results

$ in millions, except per share amounts	Three Months Ended June 30,
	2025	2024
Revenue	$4,015.6	$3,853.8
Operating Income	439.2	510.3
Operating Income Margin	10.9%	13.2%
Net Income¹	257.6	328.1
Net Income per Share – Diluted¹	$1.31	$1.65
Non-GAAP Measures:¹
EBITA	459.0	531.8
EBITA Margin	11.4%	13.8%
Adjusted EBITA	613.8	589.6
Adjusted EBITA Margin	15.3%	15.3%
Non-GAAP Adjusted Net Income per Share – Diluted	$2.05	$1.95
1) See notes on page 11.

Revenue
Revenue in the second quarter of 2025 increased $161.8 million, or 4.2%, to $4,015.6 million. Worldwide revenue growth in the second quarter of 2025 compared to the second quarter of 2024 was led by an increase in organic revenue of $116.8 million, or 3.0%. Acquisition revenue, net of disposition revenue, increased revenue by $2.6 million, or 0.1%. The impact of foreign currency translation increased revenue by $42.4 million, or 1.1%.

Organic growth by discipline in the second quarter of 2025 compared to the second quarter of 2024 was as follows: 8.2% for Media & Advertising, 5.0% for Precision Marketing, 2.9% for Experiential, and 1.5% for Execution & Support, partially offset by declines of 9.3% for Public Relations, 4.9% for Healthcare, and 16.9% for Branding & Retail Commerce.

Organic growth by region in the second quarter of 2025 compared to the second quarter of 2024 was as follows: 3.0% for the United States, 2.5% for Euro Markets & Other Europe, 6.5% for Asia Pacific, 18.0% for Latin America, 2.4% for Other North America, and 0.9% for the Middle East & Africa, partially offset by a decline of 2.5% for the United Kingdom.

Expenses
Operating expenses increased $232.9 million, or 7.0%, to $3,576.4 million in the second quarter of 2025 compared to the second quarter of 2024. Included in operating expenses in the second quarter of 2025 are $66.0 million of costs related to the pending acquisition of The Interpublic Group of Companies, Inc. (“IPG”) and $88.8 million of repositioning costs, primarily related to severance actions related to efficiency initiatives, primarily within the Omnicom Advertising Group and the Omnicom Production Group. Operating expenses in the second quarter of 2024 included $57.8 million of repositioning costs, primarily related to severance.

Salary and service costs increased $132.5 million, or 4.7%, to $2,932.6 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 $9.1 million, or 0.5%, to $1,827.8 million, primarily due to our repositioning actions related to severance and changes in our global employee mix, substantially offset by increases related to foreign currency exchange rates. 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 $107.3 million, or 13.2%, to $918.4 million, primarily as a result of organic growth in our Media & Advertising and Precision Marketing disciplines. Third-party incidental costs increased $34.3 million, or 22.6%, to $186.4 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, increased $11.7 million, or 3.7%, to $325.9 million. Increased other occupancy costs were driven in part by negative effects from foreign currency exchange rates and were partially offset by lower rent expense in the period. In the second quarter, as a percentage of revenue, occupancy and other costs decreased as compared to the prior period.

SG&A expenses increased $59.4 million, or 53.5%, to $170.4 million. Included in SG&A expenses in the second quarter of 2025 are $66.0 million of acquisition related costs.

Operating Income
Operating income decreased $71.1 million, or 13.9%, to $439.2 million in the second quarter of 2025 compared to the second quarter of 2024, and the related margin decreased to 10.9% from 13.2%. Acquisition related costs and repositioning costs decreased operating margin by 3.9 percentage points in the second quarter of 2025 and repositioning costs decreased operating margin by 1.5 percentage points in the second quarter of 2024.

Interest Expense, net
Net interest expense in the second quarter of 2025 decreased $1.0 million to $40.7 million compared to the second quarter of 2024. Interest expense decreased $0.1 million to $62.6 million. Interest income increased $0.9 million to $21.9 million, primarily due to higher average cash balances.

Income Taxes
Our effective tax rate for the second quarter of 2025 increased to 30.2% compared to 26.4% for the second 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 Share
Net income – Omnicom Group Inc. for the second quarter of 2025 decreased $70.5 million, or 21.5%, to $257.6 million compared to the second quarter of 2024. Diluted shares outstanding for the second quarter of 2025 decreased 1.3% to 196.0 million from 198.5 million as a result of net share repurchases. Diluted net income per share of $1.31 decreased $0.34, or 20.6%, from $1.65. Non-GAAP Adjusted Net Income per Share – Diluted for the second quarter of 2025 increased $0.10, or 5.1%, to $2.05 from $1.95. Non-GAAP Adjusted Net Income per Share – Diluted for the second quarters of 2025 and 2024 excluded $14.7 million and $15.9 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 second quarter of 2025 also excluded $61.6 million of after-tax acquisition related costs and $67.2 million of after-tax repositioning costs. Non-GAAP Adjusted Net Income per Share – Diluted for the second quarter of 2024 also excluded $42.9 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.

EBITA
EBITA decreased $72.8 million, or 13.7%, to $459.0 million in the second quarter of 2025 compared to the second quarter of 2024, and the related margin decreased to 11.4% from 13.8%. Adjusted EBITA increased $24.2 million, or 4.1%, to $613.8 million in the second quarter of 2025 compared to the second quarter of 2024, and the related margin was unchanged at 15.3%. EBITA and Adjusted EBITA excluded amortization of acquired intangible assets and internally developed strategic platform assets of $19.8 million and $21.5 million in the second quarters of 2025 and 2024, respectively. Adjusted EBITA also excluded acquisition related costs of $66.0 million and repositioning costs of $88.8 million in the second quarter of 2025 and repositioning costs of $57.8 million in the second quarter of 2024.

Risks and Uncertainties
Global 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 Change
We use certain terms in describing the components of the change in revenue above.

Foreign exchange rate impact: calculated by translating the current period’s local currency revenue using the prior period average exchange rates to derive current period constant currency revenue. The foreign exchange rate impact is the difference between the current period revenue in U.S. Dollars and the current period constant currency revenue.

Acquisition revenue, net of disposition revenue: Acquisition revenue is calculated as if the acquisition occurred twelve months prior to the acquisition date by aggregating the comparable prior period revenue of acquisitions through the acquisition date. As a result, acquisition revenue excludes the positive or negative difference between our current period revenue subsequent to the acquisition date, and the comparable prior period revenue and the positive or negative growth after the acquisition date is attributed to organic growth. Disposition revenue is calculated as if the disposition occurred twelve months prior to the disposition date by aggregating the comparable prior period revenue of disposals through such date. The acquisition revenue and disposition revenue amounts are netted in the description above.

Organic growth: calculated by subtracting the foreign exchange rate impact component and the acquisition revenue, net of disposition revenue component from total revenue growth.

Conference Call
Omnicom will host a conference call to review its financial results on Tuesday, July 15, 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 Responsibility
At Omnicom, we are committed to promoting responsible practices and making positive contributions to society around the globe. Please explore our website (omnicomgroup.com/corporate-responsibility) for highlights of our progress across the areas on which we focus: Empower People, Protect Our Planet, Lead Responsibly.

Non-GAAP Financial Measures
We present financial measures determined in accordance with generally accepted accounting principles in the United States (“GAAP”) and adjustments to the GAAP presentation (“Non-GAAP”), which we believe are meaningful for understanding our performance. We believe these measures are useful in evaluating the impact of certain items on operating performance and allows for comparability between reporting periods. 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 SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In millions, except per share amounts)

	Three Months Ended June 30,		Six Months Ended June 30,
	2025	2024	2025	2024
Revenue	$4,015.6	$3,853.8	$7,706.0	$7,484.3
Operating Expenses:
Salary and service costs	2,932.6	2,800.1	5,678.9	5,492.7
Occupancy and other costs	325.9	314.2	640.5	628.3
Repositioning costs¹	88.8	57.8	88.8	57.8
Cost of services	3,347.3	3,172.1	6,408.2	6,178.8
Selling, general and administrative expenses¹	170.4	111.0	288.3	196.3
Depreciation and amortization	58.7	60.4	117.7	120.0
Total Operating Expenses¹	3,576.4	3,343.5	6,814.2	6,495.1
Operating Income	439.2	510.3	891.8	989.2
Interest Expense	62.6	62.7	121.7	116.5
Interest Income	21.9	21.0	51.6	48.0
Income Before Income Taxes and Income From Equity Method Investments	398.5	468.6	821.7	920.7
Income Tax Expense¹	120.5	123.7	241.2	239.7
Income From Equity Method Investments	(0.2)	3.3	0.7	4.2
Net Income¹	277.8	348.2	581.2	685.2
Net Income Attributed To Noncontrolling Interests	20.2	20.1	35.9	38.5
Net Income – Omnicom Group Inc.¹	$257.6	$328.1	$545.3	$646.7
Net Income Per Share – Omnicom Group Inc.:¹
Basic	$ 1.32	$ 1.67	$ 2.78	$ 3.28
Diluted	$ 1.31	$ 1.65	$ 2.77	$ 3.24
Dividends Declared Per Common Share	$ 0.70	$ 0.70	$ 1.40	$ 1.40
Operating Income Margin	10.9 %	13.2 %	11.6 %	13.2 %
Non-GAAP Measures:⁴
EBITA²	$459.0	$531.8	$933.4	$1,032.2
EBITA Margin²	11.4 %	13.8 %	12.1 %	13.8 %
EBITA – Adjusted^1,2	$613.8	$589.6	$1,122.0	$1,090.0
EBITA Margin – Adjusted^1,2	15.3 %	15.3 %	14.6 %	14.6 %
Non-GAAP Adjusted Net Income Per Share – Omnicom Group Inc. – Diluted^1,3	$2.05	$1.95	$3.74	$3.62

1) See note 3 on page 11.

2) See Note 4 on page 11 for the definition of EBITA.

3) Adjusted Net Income per Share – Diluted excludes after-tax amortization of acquired intangible assets and internally developed strategic platform assets and after-tax repositioning costs, and also excludes, for the three and six months ended June 30, 2025, after-tax acquisition related 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 9.

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

	Three Months Ended June 30,		Six Months Ended June 30,
	2025	2024	2025	2024
Revenue	$4,015.6	$3,853.8	$7,706.0	$7,484.3
Operating Expenses:
Salary and service costs:
Salary and related costs	1,827.8	1,836.9	3,608.3	3,684.2
Third-party service costs¹	918.4	811.1	1,715.2	1,509.3
Third-party incidental costs²	186.4	152.1	355.4	299.2
Total salary and service costs	2,932.6	2,800.1	5,678.9	5,492.7
Occupancy and other costs	325.9	314.2	640.5	628.3
Repositioning costs³	88.8	57.8	88.8	57.8
Cost of services	3,347.3	3,172.1	6,408.2	6,178.8
Selling, general and administrative expenses³	170.4	111.0	288.3	196.3
Depreciation and amortization	58.7	60.4	117.7	120.0
Total operating expenses³	3,576.4	3,343.5	6,814.2	6,495.1
Operating Income	$439.2	$510.3	$891.8	$989.2

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 SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(Unaudited)
(In millions)

	Three Months Ended June 30,		Six Months Ended June 30,
	2025	2024	2025	2024
Net Income – Omnicom Group Inc.	$257.6	$328.1	$545.3	$646.7
Net Income Attributed To Noncontrolling Interests	20.2	20.1	35.9	38.5
Net Income	277.8	348.2	581.2	685.2
Income From Equity Method Investments	(0.2)	3.3	0.7	4.2
Income Tax Expense	120.5	123.7	241.2	239.7
Income Before Income Taxes and Income From Equity Method Investments	398.5	468.6	821.7	920.7
Interest Expense	62.6	62.7	121.7	116.5
Interest Income	21.9	21.0	51.6	48.0
Operating Income	439.2	510.3	891.8	989.2
Add back: amortization of acquired intangible assets and internally developed strategic platform assets¹	19.8	21.5	41.6	43.0
Earnings before interest, taxes and amortization of intangible assets (“EBITA”)¹	$459.0	$531.8	$933.4	$1,032.2

Amortization of other purchased and internally developed software	4.0	4.8	8.0	9.1
Depreciation	34.9	34.1	68.1	67.9
EBITDA	$497.9	$570.7	$1,009.5	$1,109.2

EBITA¹	$459.0	$531.8	$933.4	$1,032.2
Repositioning costs²	88.8	57.8	88.8	57.8
Acquisition related costs²	66.0	—	99.8	—
EBITA – Adjusted^1,2	$613.8	$589.6	$1,122.0	$1,090.0

Revenue	$4,015.6	$3,853.8	$7,706.0	$7,484.3

Non-GAAP Measures:
EBITA¹	$459.0	$531.8	$933.4	$1,032.2
EBITA Margin¹	11.4 %	13.8 %	12.1 %	13.8 %
EBITA – Adjusted^1,2	$613.8	$589.6	$1,122.0	$1,090.0
EBITA Margin – Adjusted^1,2	15.3 %	15.3 %	14.6 %	14.6 %

1) See Note 4 on page 11 for the definition of EBITA.

2) See Note 3 on page 11.
The above table reconciles the U.S. GAAP financial measure of Net Income – Omnicom Group Inc. to EBITDA, EBITA, and EBITA – Adjusted. We use EBITA and EBITA Margin as additional operating performance measures, which exclude the non-cash amortization expense of acquired intangible assets and internally developed strategic platform assets. 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 SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(Unaudited)
(In millions)

	Three Months Ended June 30,
	Reported 2025	Non-GAAP Adj.⁽¹⁾	Non-GAAP 2025 Adj.	Reported 2024	Non-GAAP Adj.⁽¹⁾	Non-GAAP 2024 Adj.
Revenue	$4,015.6	$—	$ 4,015.6	$3,853.8	$—	$3,853.8
Operating Expenses¹	3,576.4	(154.8)	3,421.6	3,343.5	(57.8)	3,285.7
Operating Income	439.2	154.8	594.0	510.3	57.8	568.1
Operating Income Margin	10.9 %		14.8 %	13.2 %		14.7 %

	Six Months Ended June 30,
	Reported 2025	Non-GAAP Adj.⁽¹⁾	Non-GAAP 2025 Adj.	Reported 2024	Non-GAAP Adj.⁽¹⁾	Non-GAAP 2024 Adj.
Revenue	$7,706.0	$—	$ 7,706.0	$7,484.3	$—	$7,484.3
Operating Expenses¹	6,814.2	(188.6)	6,625.6	6,495.1	(57.8)	6,437.3
Operating Income	891.8	188.6	1,080.4	989.2	57.8	1,047.0
Operating Income Margin	11.6 %		14.0 %	13.2 %		14.0 %

	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
	Net Income	per Share-Diluted	Net Income	per Share-Diluted	Net Income	per Share-Diluted	Net Income	per Share-Diluted
Net Income – Omnicom Group Inc. – Reported	$257.6	$1.31	$328.1	$1.65	$545.3	$2.77	$646.7	$3.24
Repositioning costs (after-tax)²	67.2	0.34	42.9	0.22	67.2	0.34	42.9	0.22
Acquisition related costs (after-tax)^1,2	61.6	0.32	—	—	94.3	0.48	—	—
Amortization of acquired intangible assets and internally developed strategic platform assets (after-tax)²	14.7	0.08	15.9	0.08	30.8	0.15	31.8	0.16
Non-GAAP Net Income – Omnicom Group Inc. – Adjusted^2,3	$401.1	$2.05	$386.9	$1.95	$737.6	$3.74	$721.4	$3.62

1) See Note 3 on page 11.

3) Weighted-average diluted shares for the three months ended June 30, 2025 and 2024 were 196.0 million and 198.5 million, respectively. Weighted-average diluted shares for the six months ended June 30, 2025 and 2024 were 197.1 million and 199.3 million, respectively. The above tables reconcile the GAAP financial measures of Operating Income, Net Income – Omnicom Group Inc., and Net Income per Share – Diluted to adjusted Non-GAAP financial measures of Non-GAAP Operating Income – Adjusted, Non-GAAP Net Income-Omnicom Group Inc. – Adjusted and Non-GAAP Adjusted Net Income per Share – Diluted. Management believes these Non-GAAP measures are useful for investors to evaluate the comparability of the performance of our business year to year.

NOTES:

1) Net Income and Net Income per Share for Omnicom Group Inc.

2) See non-GAAP reconciliations starting on page 9.

3) For the three and six months ended June 30, 2025, operating expenses included $88.8 million ($67.2 million after-tax) of repositioning costs recorded in the second quarter of 2025, primarily related to severance actions related to efficiency initiatives. In addition, included in selling, general and administrative expenses for the three and six months ended June 30, 2025, are acquisition related costs of $66.0 million ($61.6 million after-tax) and $99.8 million ($94.3 million after-tax), respectively, related to the pending merger with IPG. The net impact of these items reduced operating income for the three and six months ended June 30, 2025, by $154.8 million ($128.8 million after-tax) and $188.6 million ($161.5 million after-tax), respectively, which reduced diluted net income per share – Omnicom Group Inc. by $0.66 and $0.82, respectively. For the three and six months ended June 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 actions related to ongoing efficiency initiatives, including strategic agency consolidation in our smaller international markets and the launch of our centralized production strategy, which reduced diluted net income per share – Omnicom Group Inc. by $0.22. There were no acquisition related costs for the three and six months ended June 30, 2024.

4) We define EBITA as earnings before interest, taxes and amortization of acquired intangible assets and internally developed strategic platform assets.

View original content: https://www.prnewswire.com/news-releases/omnicom-reports-second-quarter-2025-results-302505978.html

SOURCE Omnicom Group Inc.

Omnicom at Cannes Lions 2025

Posted on July 11, 2025July 11, 2025 by Amanda Granath

Omnicom Schedules Second Quarter 2025 Earnings Release and Conference Call

Posted on July 9, 2025July 9, 2025 by Amanda Granath

Omnicom and Interpublic Clear FTC Antitrust Review

Posted on June 23, 2025June 23, 2025 by Amanda Granath

Omnicom Networks Win Top Honors at Cannes Lions 2025

Posted on June 20, 2025July 10, 2025 by Amanda Granath

DDB Worldwide named Network of the Year and OMD Worldwide named Media Network of the Year

NEW YORK, June 20, 2025 /PRNewswire/ — Omnicom (NYSE: OMC) today announced its networks took the top spots in prestigious categories at the 72nd annual Cannes Lions International Festival of Creativity. DDB Worldwide won Network of the Year and OMD Worldwide won Media Network of the Year.

DDB Worldwide once again claimed the Network of the Year title following its historic first win in 2023. The network surpassed its 2023 award tally with more than 100 Lions won, a record number in its 76-year history and under the recently appointed global leadership of Global CEO Alex Lubar and President & Global Chief Creative Officer Chaka Sobhani. DDB’s standout performance further cements its place at the forefront of the global creative industry.

For the second consecutive year and third time since 2022, OMD was named Media Network of the Year. The network led the field with 8 Lions and 27 shortlists — more than any other media agency. The recognition speaks to OMD’s promise of “We Create What’s Next” by reimaging and redefining the role of media as a force for business growth.

“I’m very proud of the work our agencies put forward this year, especially DDB and OMD who came out on top in their respective network categories,” said John Wren, Chairman and CEO of Omnicom. “Excelling in both the creative and media categories is a testament to the end-to-end services we provide to our clients at Omnicom. I want to congratulate all the teams who contributed to award-winning work and our leading position in the industry.”

Throughout the week, more than 100 Omnicom agencies from 30 countries received recognition at the Cannes Lions festival, winning more than 155 total Lions. Omnicom placed second in the Holding Company of the Year category.

Omnicom Named World’s Most Effective Holding Group in 2024 Effie Index®

Posted on June 5, 2025June 5, 2025 by Amanda Granath

NEW YORK, June 5, 2025 /PRNewswire/ — Omnicom (NYSE: OMC) has been named the Most Effective Holding Group in the 2024 Effie Index^®, the leading global ranking of marketing effectiveness. This marks the second year in a row — and third time in four years — that Omnicom has earned this top honor.

Among Omnicom’s agency networks, BBDO Worldwide ranked third and DDB Worldwide ranked fourth as the Most Effective Agency Networks. AlmapBBDO was named the Most Effective Agency Office globally for the second consecutive year.

Regionally, Omnicom was named the #1 Holding Group in Latin America, with BBDO Worldwide as the top agency network and AlmapBBDO as the top agency.

“As technology advances and consumer expectations shift, what it means to be effective in our industry keeps changing. Being recognized at the top of the Effie Index repeatedly shows how our people and agencies are staying ahead of the curve,” said John Wren, Chairman and CEO, Omnicom. “I’m proud of their dedication and creativity, and grateful to everyone at Omnicom who works tirelessly to deliver meaningful results for our clients.”

The Effie Index ranks the most effective agencies, marketers, brands, networks, and holding companies by analyzing finalist and winner data from Effie Awards competitions around the world. Announced annually, it is the most comprehensive global ranking of marketing effectiveness.

“The companies and agencies recognized in the Global Effie Index continue to set the standard for marketing effectiveness on a global scale,” said Traci Alford, Global CEO of Effie Worldwide. “Earning a place on the Index is no small feat – it reflects a consistent ability to deliver work that drives real business impact. Omnicom has once again secured the #1 position for the second year in a row, an achievement that reflects a deep-rooted commitment to building a culture of effectiveness. Congratulations to all the networks and teams whose work continues to move our industry forward.”

This ranking comes on the heels of several other 2024 industry accolades for Omnicom, including being named Holding Company of the Year by Gerety, MediaPost and WARC for its Effective 100 list.

To learn more about the 2024 Effie Index^®, visit effieindex.com.

About Effie Worldwide
Effie leads, inspires and champions the practice and practitioners of marketing effectiveness globally. We work across 130 markets to deliver smart leadership, applicable insights, and the largest, most prestigious marketing effectiveness awards in the world. Winning an Effie has been a globally recognized symbol of outstanding achievement for over 50 years. We recognize the most effective brands, marketers, and agencies globally, regionally, and locally through our coveted effectiveness rankings, the Effie Index. Our ambition is to equip marketers everywhere with the tools, knowledge, and inspiration they need to succeed. https://www.effie.org/

Susan Catalano Joins Omnicom as Chief People Officer for the U.S.

Posted on May 7, 2025 by Amanda Granath

NEW YORK, May 7, 2025 /PRNewswire/ — Omnicom (NYSE: OMC) today announced the appointment of Susan Catalano as Chief People Officer. In this newly created position, Catalano is responsible for leading the company’s human resource (HR) organization and operations in the U.S., overseeing a dedicated team of HR professionals. She reports directly to Omnicom’s Chairman and CEO John Wren.

Catalano is a strategic HR leader bringing extensive global experience and a track record for managerial and operational excellence and strong decision making. She is an expert in driving large-scale transformational change through organizational re-design, talent management, and operations. She has successfully guided performance-driven global organizations through various economic and financial circumstances, proving her ability to drive effective organizational change.

“Susan’s demonstrated ability to create innovative HR strategies in line with a company’s evolving business needs makes her a great fit to lead Omnicom’s people strategy,” said John Wren, Chairman and CEO of Omnicom. “We look forward to having her leadership as we design a new organization that reimagines our industry and drives a bold new era of growth – for our clients, our people and our company.”

“I am excited to step into this new role at such a pivotal time for Omnicom and to further strengthen its foundation, which is its talented people. It’s an honor to join a company that consistently sets the standard for excellence and creativity in a constantly evolving industry,” added Catalano.

Catalano was previously Managing Partner, Chief People Officer & Chief Administrative Officer at WeWork, where she led all aspects of Global HR for the company. Prior to that, she spent two decades at Citi, where she was Managing Director, Senior Human Resources Officer & Global Head of Recruitment, managing day-to-day HR operations and global recruitment across more than 100 countries.

Catalano sits on the Board of Trustees at Hofstra University and has been a guest speaker at the University of Virginia and Harvard Business School.

SOURCE Omnicom Group Inc.

Omnicom Declares Dividend

Posted on May 6, 2025May 6, 2025 by Amanda Granath

Omnicom Reports First Quarter 2025 Results

Posted on April 15, 2025July 15, 2025 by Amanda Granath

2025 First Quarter:

Revenue of $3.7 billion, with organic growth of 3.4%
Net income of $287.7 million
Diluted earnings per share of $1.45; $1.70 Non-GAAP adjusted
Operating income of $452.6 million; Non-GAAP Adj. EBITA of $508.2 million with 13.8% margin

NEW YORK, April 15, 2025 /PRNewswire/ — Omnicom (NYSE: OMC) today announced results for the quarter ended March 31, 2025.

“Organic revenue growth for the first quarter was 3.4%. We are assessing the implications of economic and market events to determine how they will affect our clients and business for the remainder of 2025. While uncertainty has increased, one thing hasn’t changed and will always be true – Omnicom is a trusted partner for our clients, offering strategic advice to grow their sales while delivering flexibility, value and performance,” said John Wren, Chairman and Chief Executive Officer of Omnicom. “I am confident that our diversified portfolio and strong balance sheet, together with our experienced leadership teams, will allow us to navigate this challenging economic environment. We are also very excited about the expected closing of the Interpublic acquisition in the second half of this year. It will give the combined company substantial opportunities for revenue growth and distinctive cost synergy potential to drive increased profitability, EPS growth, and free cash flow.”

First Quarter 2025 Results

$ in millions, except per share amounts	Three Months Ended March 31,
	2025	2024
Revenue	$ 3,690.4	$ 3,630.5
Operating Income	452.6	478.9
Operating Income Margin	12.3 %	13.2 %
Net Income¹	287.7	318.6
Net Income per Share – Diluted¹	$ 1.45	$ 1.59
Non-GAAP Measures:¹
EBITA	474.4	500.4
EBITA Margin	12.9 %	13.8 %
Adjusted EBITA	508.2	500.4
Adjusted EBITA Margin	13.8 %	13.8 %
Non-GAAP Adjusted Net Income per Share – Diluted	$ 1.70	$ 1.67
1) See notes on page 10.

$ in millions, except per share amounts	Three Months Ended March 31,
	2025	2024
Revenue	$ 3,690.4	$ 3,630.5
Operating Income	452.6	478.9
Operating Income Margin	12.3 %	13.2 %
Net Income¹	287.7	318.6
Net Income per Share – Diluted¹	$ 1.45	$ 1.59
Non-GAAP Measures:¹
EBITA	474.4	500.4
EBITA Margin	12.9 %	13.8 %
Adjusted EBITA	508.2	500.4
Adjusted EBITA Margin	13.8 %	13.8 %
Non-GAAP Adjusted Net Income per Share – Diluted	$ 1.70	$ 1.67

1) See notes on page 10.

Revenue
Revenue in the first quarter of 2025 increased $59.9 million, or 1.6%, to $3,690.4 million. Worldwide revenue growth in the first quarter of 2025 compared to the first quarter of 2024 was led by an increase in organic revenue of $121.9 million, or 3.4%. Acquisition revenue, net of disposition revenue, reduced revenue by $2.8 million, or 0.1%. The impact of foreign currency translation reduced revenue by $59.2 million, or 1.6%.

Organic growth by discipline in the first quarter of 2025 compared to the first quarter of 2024 was as follows: 7.2% for Media & Advertising, 5.8% for Precision Marketing, and 1.9% for Execution & Support, partially offset by declines of 4.5% for Public Relations, 3.2% for Healthcare, 1.5% for Experiential, and 10.0% for Branding & Retail Commerce. In the first quarter of 2025, we realigned the classification of certain services, primarily within our Media & Advertising, Branding & Retail Commerce, Precision Marketing, and Public Relations disciplines. As a result, we reclassified the prior year periods to be consistent with the revised classifications.

Organic growth by region in the first quarter of 2025 compared to the first quarter of 2024 was as follows: 4.6% for the United States, 1.7% for Euro Markets & Other Europe, 6.0% for Asia Pacific, and 14.8% for Latin America, partially offset by declines of 3.6% for Other North America, 0.7% for the United Kingdom, and 9.3% for the Middle East & Africa.

Expenses
Operating expenses increased $86.2 million, or 2.7%, to $3,237.8 million in the first quarter of 2025 compared to the first quarter of 2024. Included in operating expenses in the first quarter of 2025 are $33.8 million of costs related to the pending acquisition of The Interpublic Group of Companies, Inc. (“IPG”).

Salary and service costs increased $53.7 million, or 2.0%, to $2,746.3 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 $66.8 million, or 3.6%, to $1,780.5 million, primarily due to the reduction arising from our repositioning actions in 2024 and global employee mix. 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 $98.6 million, or 14.1%, to $796.8 million, primarily as a result of organic growth in our Media & Advertising and Precision Marketing disciplines. Third-party incidental costs increased $21.9 million, or 14.9%, to $169.0 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, increased $0.5 million, or 0.2%, to $314.6 million.

SG&A expenses increased $32.6 million, or 38.2%, to $117.9 million. Included in SG&A expenses in the first quarter of 2025 are $33.8 million of acquisition related costs.

Operating Income
Operating income decreased $26.3 million, or 5.5%, to $452.6 million in the first quarter of 2025 compared to the first quarter of 2024, and the related margin decreased to 12.3% from 13.2%. Acquisition related costs decreased operating margin by 0.9%.

Interest Expense, net
Net interest expense in the first quarter of 2025 increased $2.6 million to $29.4 million compared to the first quarter of 2024. Interest expense increased $5.3 million to $59.1 million, primarily due to a higher weighted average cost of debt in connection with our financing activity in 2024. Interest income increased primarily due to higher average cash balances.

Income Taxes
Our effective tax rate for the first quarter of 2025 increased to 28.5% compared to 25.7% for the first 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 Share
Net income – Omnicom Group Inc. for the first quarter of 2025 decreased $30.9 million, or 9.7%, to $287.7 million compared to the first quarter of 2024. Diluted shares outstanding for the first quarter of 2025 decreased 0.9% to 198.3 million from 200.1 million as a result of net share repurchases. Diluted net income per share of $1.45 decreased $0.14, or 8.8%, from $1.59. Non-GAAP Adjusted Net Income per Share – Diluted for the first quarter of 2025 increased $0.03, or 1.8%, to $1.70 from $1.67. Non-GAAP Adjusted Net Income per Share – Diluted for the first quarters of 2025 and 2024 excluded $16.1 million and $15.9 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 first quarter of 2025 also excluded $32.7 million of after-tax acquisition related costs. We present Non-GAAP Adjusted Net Income per Share – Diluted to allow for comparability with the prior year period.

EBITA
EBITA decreased $26.0 million, or 5.2%, to $474.4 million in the first quarter of 2025 compared to the first quarter of 2024, and the related margin decreased to 12.9% from 13.8%. Adjusted EBITA increased $7.8 million, or 1.6%, to $508.2 million in the first quarter of 2025 compared to the first quarter of 2024, and the related margin was unchanged at 13.8%. EBITA and Adjusted EBITA excluded amortization of acquired intangible assets and internally developed strategic platform assets of $21.8 million and $21.5 million in the first quarters of 2025 and 2024, respectively. Adjusted EBITA also excluded acquisition related costs of $33.8 million in the first quarter of 2025.

Definitions – Components of Revenue Change
We use certain terms in describing the components of the change in revenue above.

Organic growth: calculated by subtracting the foreign exchange rate impact component and the acquisition revenue, net of disposition revenue component from total revenue growth.

Conference Call
Omnicom will host a conference call to review its financial results on Tuesday, April 15, 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.

risks relating to the pending merger (the “merger”) with The Interpublic Group of Companies, Inc. (“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 our environmental, social and governance goals and initiatives, including impacts from regulators and other stakeholders, and the impact of factors outside of our control on such goals and initiatives.

OMNICOM GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (In millions, except per share amounts)

	Three Months Ended March 31,
	2025	2024
Revenue	$3,690.4	$3,630.5
Operating Expenses:
Salary and service costs	2,746.3	2,692.6
Occupancy and other costs	314.6	314.1
Cost of services	3,060.9	3,006.7
Selling, general and administrative expenses¹	117.9	85.3
Depreciation and amortization	59.0	59.6
Total operating expenses¹	3,237.8	3,151.6
Operating Income	452.6	478.9
Interest Expense	59.1	53.8
Interest Income	29.7	27.0
Income Before Income Taxes and Income From Equity Method Investments	423.2	452.1
Income Tax Expense¹	120.7	116.0
Income From Equity Method Investments	0.9	0.9
Net Income¹	303.4	337.0
Net Income Attributed To Noncontrolling Interests	15.7	18.4
Net Income – Omnicom Group Inc.¹	$287.7	$318.6
Net Income Per Share – Omnicom Group Inc.:
Basic	$1.46	$1.61
Diluted	$1.45	$1.59
Dividends Declared Per Common Share	$0.70	$0.70
Operating income margin	12.3%	13.2%
EBITA²	$474.4	$500.4
EBITA Margin²	12.9%	13.8%
EBITA – Adjusted^1,2	$508.2	$500.4
EBITA Margin – Adjusted^1,2	13.8%	13.8%
Non-GAAP Adjusted Net Income Per Share – Omnicom Group Inc. – Diluted^1,3	$1.70	$1.67

OMNICOM GROUP INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF INCOME(Unaudited)(In millions, except per share amounts)

	Three Months Ended March 31,
	2025	2024
Revenue	$ 3,690.4	$ 3,630.5
Operating Expenses:
Salary and service costs	2,746.3	2,692.6
Occupancy and other costs	314.6	314.1
Cost of services	3,060.9	3,006.7
Selling, general and administrative expenses¹	117.9	85.3
Depreciation and amortization	59.0	59.6
Total operating expenses¹	3,237.8	3,151.6
Operating Income	452.6	478.9
Interest Expense	59.1	53.8
Interest Income	29.7	27.0
Income Before Income Taxes and Income From Equity Method Investments	423.2	452.1
Income Tax Expense¹	120.7	116.0
Income From Equity Method Investments	0.9	0.9
Net Income¹	303.4	337.0
Net Income Attributed To Noncontrolling Interests	15.7	18.4
Net Income – Omnicom Group Inc.¹	$ 287.7	$ 318.6
Net Income Per Share – Omnicom Group Inc.:¹
Basic	$ 1.46	$ 1.61
Diluted	$ 1.45	$ 1.59

Dividends Declared Per Common Share	$ 0.70	$ 0.70


Operating income margin	12.3 %	13.2 %

Non-GAAP Measures:⁴
EBITA²	$ 474.4	$ 500.4
EBITA Margin²	12.9 %	13.8 %
EBITA – Adjusted^1,2	$ 508.2	$ 500.4
EBITA Margin – Adjusted^1,2	13.8 %	13.8 %
Non-GAAP Adjusted Net Income Per Share – Omnicom Group Inc. – Diluted^1,3	$ 1.70	$ 1.67

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 excludes after-tax amortization of acquired intangible assets and internally developed strategic platform assets and also excludes, for the three months ended March 31, 2025, after-tax acquisition related 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 9.


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 excludes after-tax amortization of acquired intangible assets and internally developed strategic platform assets and also excludes, for the three months ended March 31, 2025, after-tax acquisition related 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 9.

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

	Three Months Ended March 31,
	2025	2024
Revenue	$3,690.4	$3,630.5
Operating Expenses:
Salary and service costs:
Salary and related costs	1,780.5	1,847.3
Third-party service costs¹	796.8	698.2
Third-party incidental costs²	169.0	147.1
Total salary and service costs	2,746.3	2,692.6
Occupancy and other costs	314.6	314.1
Cost of services	3,060.9	3,006.7
Selling, general and administrative expenses	117.9	85.3
Depreciation and amortization	59.0	59.6
Total operating expenses³	3,237.8	3,151.6
Operating Income	$452.6	$478.9

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

	Three Months Ended March 31,
	2025	2024
Revenue	$ 3,690.4	$ 3,630.5
Operating Expenses:
Salary and service costs:
Salary and related costs	1,780.5	1,847.3
Third-party service costs¹	796.8	698.2
Third-party incidental costs²	169.0	147.1
Total salary and service costs	2,746.3	2,692.6
Occupancy and other costs	314.6	314.1
Cost of services	3,060.9	3,006.7
Selling, general and administrative expenses	117.9	85.3
Depreciation and amortization	59.0	59.6
Total operating expenses³	3,237.8	3,151.6
Operating Income	$ 452.6	$ 478.9

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.


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 SUBSIDIARIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited) (In millions)

	Three Months Ended March 31,
	2025	2024
Net Income – Omnicom Group Inc.	$287.7	$318.6
Net Income Attributed To Noncontrolling Interests	15.7	18.4
Net Income	303.4	337.0
Income From Equity Method Investments	0.9	0.9
Income Tax Expense	120.7	116.0
Income Before Income Taxes and Income From Equity Method Investments	423.2	452.1
Interest Expense	59.1	53.8
Interest Income	29.7	27.0
Operating Income	452.6	478.9
Add back: amortization of acquired intangible assets and internally developed strategic platform assets¹	21.8	21.5
EBITA¹	$474.4	$500.4
Amortization of other purchased and internally developed software	4.0	4.3
Depreciation	33.2	33.8
EBITDA	$511.6	$538.5
EBITA¹	$474.4	$500.4
Acquisition related costs²	33.8	—
EBITA – Adjusted^1,2	$508.2	$500.4
Revenue	$3,690.4	$3,630.5
Non-GAAP Measures:
EBITA¹	$474.4	$500.4
EBITA Margin¹	12.9%	13.8%
EBITA – Adjusted^1,2	$508.2	$500.4
EBITA Margin – Adjusted^1,2	13.8%	13.8%

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

	Three Months Ended March 31,
	2025	2024
Net Income – Omnicom Group Inc.	$ 287.7	$ 318.6
Net Income Attributed To Noncontrolling Interests	15.7	18.4
Net Income	303.4	337.0
Income From Equity Method Investments	0.9	0.9
Income Tax Expense	120.7	116.0
Income Before Income Taxes and Income From Equity Method Investments	423.2	452.1
Interest Expense	59.1	53.8
Interest Income	29.7	27.0
Operating Income	452.6	478.9
Add back: amortization of acquired intangible assets and internally developed strategic platform assets¹	21.8	21.5
Earnings before interest, taxes and amortization of intangible assets (“EBITA”)¹	$ 474.4	$ 500.4

Amortization of other purchased and internally developed software	4.0	4.3
Depreciation	33.2	33.8
EBITDA	$ 511.6	$ 538.5

EBITA¹	$ 474.4	$ 500.4
Acquisition related costs²	33.8	—
EBITA – Adjusted^1,2	$ 508.2	$ 500.4

Revenue	$ 3,690.4	$ 3,630.5

Non-GAAP Measures:
EBITA¹	$ 474.4	$ 500.4
EBITA Margin¹	12.9 %	13.8 %
EBITA – Adjusted^1,2	$ 508.2	$ 500.4
EBITA Margin – Adjusted^1,2	13.8 %	13.8 %

1)	See Note 4 on page 10 for the definition of EBITA.
2)	See Note 3 on page 10.
	The above table reconciles the U.S. GAAP financial measure of Net Income – Omnicom Group Inc. to EBITDA, EBITA, and EBITA – Adjusted. We use EBITA and EBITA Margin as additional operating performance measures, which exclude the non-cash amortization expense of acquired intangible assets and internally developed strategic platform assets. 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.


1)	See Note 4 on page 10 for the definition of EBITA.
2)	See Note 3 on page 10.

The above table reconciles the U.S. GAAP financial measure of Net Income – Omnicom Group Inc. to EBITDA, EBITA, and EBITA – Adjusted. We use EBITA and EBITA Margin as additional operating performance measures, which exclude the non-cash amortization expense of acquired intangible assets and internally developed strategic platform assets. 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 SUBSIDIARIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited) (In millions)
Three Months Ended March 31,	Reported 2025	Non-GAAP Adj. (1)	Non-GAAP 2025 Adj.	Reported 2024	Non-GAAP Adj. (1)	Non-GAAP 2024 Adj.
Revenue	$3,690.4	$—	$3,690.4	$3,630.5	$—	$3,630.5
Operating Expenses¹	3,237.8	(33.8)	3,204.0	3,151.6	—	3,151.6
Operating Income	452.6	33.8	486.4	478.9	—	478.9
Operating Income Margin	12.3%		13.2%	13.2%		13.2%

Three Months Ended March 31,	2025			2024
	Net Income	Net Income per Share – Diluted		Net Income	Net Income per Share – Diluted
Net Income – Omnicom Group Inc. – Reported	$287.7	$1.45		$318.6	$1.59
Acquisition related costs (after-tax)^1,2	32.7	0.17		—	—
Amortization of acquired intangible assets and internally developed strategic platform assets (after-tax)²	16.1	0.08		15.9	0.08
Non-GAAP Net Income – Omnicom Group Inc. – Adjusted^2,3	$336.5	$1.70		$334.5	$1.67

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

Three Months Ended March 31,

Reported
2025

Non-
GAAP
Adj. ⁽¹⁾

Non-
GAAP
2025 Adj.

Reported
2024

Non-
GAAP
Adj. ⁽¹⁾

Non-
GAAP
2024 Adj.

Revenue

$ 3,690.4

$ —

$ 3,690.4

$ 3,630.5

$ —

$ 3,630.5

Operating Expenses¹

3,237.8

(33.8)

3,204.0

3,151.6

—

3,151.6

Operating Income

452.6

33.8

486.4

478.9

—

478.9

Operating Income Margin

12.3 %

13.2 %

13.2 %

OMNICOM GROUP INC. AND SUBSIDIARIES RECONCILIATION OF NON-GAAP NET INCOME (Unaudited) Three Months Ended March 31, 2025 and 2024
	2025	Net Income per Share – Diluted	2024	Net Income per Share – Diluted
Net Income – Omnicom Group Inc. – Reported	$287.7	$1.45	$318.6	$1.59
Acquisition related costs (after-tax)^1,2	32.7	0.17	—	—
Amortization of acquired intangible assets and internally developed strategic platform assets (after-tax)²	16.1	0.08	15.9	0.08
Non-GAAP Net Income – Omnicom Group Inc. – Adjusted^2,3	$336.5	$1.70	$334.5	$1.67


	Three Months Ended March 31,
	2025		2024
	Net Income	Net Income per Share- Diluted	Net Income	Net Income per Share- Diluted
Net Income – Omnicom Group Inc. – Reported	$ 287.7	$ 1.45	$ 318.6	$ 1.59
Acquisition related costs (after-tax)^1,2	32.7	0.17	—	—
Amortization of acquired intangible assets and internally developed strategic platform assets (after-tax)²	16.1	0.08	15.9	0.08
Non-GAAP Net Income – Omnicom Group Inc. – Adjusted^2,3	$ 336.5	$ 1.70	$ 334.5	$ 1.67


1)	See Note 3 on page 10.
2)	Adjusted Net Income per Share – Diluted excludes after-tax amortization of acquired intangible assets and internally developed strategic platform assets and also excludes, for the three months ended March 31, 2025, after-tax acquisition related 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 March 31, 2025 and 2024 were 198.3 million and 200.1 million, respectively. The above tables reconcile the GAAP financial measures of Operating Income, Net Income – Omnicom Group Inc., and Net Income per Share – Diluted to adjusted Non-GAAP financial measures of Non-GAAP Operating Income – Adjusted, Non-GAAP Net Income-Omnicom Group Inc. – Adjusted and Non-GAAP Adjusted Net Income per Share – Diluted. Management believes these Non-GAAP measures are useful for investors to evaluate the comparability of the performance of our business year to year.
NOTES:
1)	Net Income and Net Income per Share for Omnicom Group Inc.
2)	See non-GAAP reconciliations starting on page 9.
3)	Included in selling, general and administrative expenses for the three months ended March 31, 2025 are acquisition related costs of $33.8 million ($32.7 million after-tax), related to the pending merger with IPG, which reduced diluted net income per share – Omnicom Group Inc. by $0.17. There were no acquisition related costs for the three months ended March 31, 2024.
4)	We define EBITA as earnings before interest, taxes and amortization of acquired intangible assets and internally developed strategic platform assets.


1)	See Note 3 on page 10.
2)	Adjusted Net Income per Share – Diluted excludes after-tax amortization of acquired intangible assets and internally developed strategic platform assets and also excludes, for the three months ended March 31, 2025, after-tax acquisition related 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 March 31, 2025 and 2024 were 198.3 million and 200.1 million, respectively. The above tables reconcile the GAAP financial measures of Operating Income, Net Income – Omnicom Group Inc., and Net Income per Share – Diluted to adjusted Non-GAAP financial measures of Non-GAAP Operating Income – Adjusted, Non-GAAP Net Income-Omnicom Group Inc. – Adjusted and Non-GAAP Adjusted Net Income per Share – Diluted. Management believes these Non-GAAP measures are useful for investors to evaluate the comparability of the performance of our business year to year.

NOTES:
1)	Net Income and Net Income per Share for Omnicom Group Inc.
2)	See non-GAAP reconciliations starting on page 9.
3)	Included in selling, general and administrative expenses for the three months ended March 31, 2025 are acquisition related costs of $33.8 million ($32.7 million after-tax), related to the pending merger with IPG, which reduced diluted net income per share – Omnicom Group Inc. by $0.17. There were no acquisition related costs for the three months ended March 31, 2024.
4)	We define EBITA as earnings before interest, taxes and amortization of acquired intangible assets and internally developed strategic platform assets.

SOURCE Omnicom Group Inc.

Omnicom Schedules First Quarter 2025 Earnings Release and Conference Call

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Stockholders Approve Omnicom’s Proposed Acquisition of Interpublic

Posted on March 18, 2025 by Amanda Granath

Approval marks key milestone in the process to combine the two companies

NEW YORK, March 18, 2025 – Omnicom (NYSE: OMC) and Interpublic (NYSE: IPG) today announced that each company’s respective stockholders overwhelmingly approved Omnicom’s previously announced acquisition of Interpublic at each company’s Special Meeting of Stockholders held today. The companies remain on track to complete the transaction in the second half of 2025.

Stockholder approval marks an important milestone in the process to combine Omnicom and Interpublic, which will bring together the industry’s deepest bench of marketing talent, offering the most innovative services and products, all underpinned by an advanced sales and marketing platform.

“We are very pleased to reach this important milestone. The strong support of our stockholders confirms the compelling value proposition of the transaction and the leading-edge services, products and platforms it will create for our people and clients,” said John Wren, Chairman and CEO, Omnicom.

“With an overwhelming majority voting in favor of the transaction, it is clear that our stockholders see the immense opportunity of Interpublic joining forces with Omnicom,” said Philippe Krakowsky, CEO, Interpublic. “Their approval reflects the tremendous potential we have to create one of the most dynamic, client-focused, and forward-leaning organizations in our industry that will deliver significant shareholder value for years to come.”

The companies expect the transaction will close in the second half of 2025, subject to required regulatory approvals and other customary conditions. As previously announced, upon completion of the stock-for-stock transaction, Interpublic shareholders will receive 0.344 Omnicom shares for each share of Interpublic common stock they own. Following the closing of the transaction, Omnicom shareholders will own 60.6% of the combined company and Interpublic shareholders will own 39.4%, on a fully diluted basis.

The final voting results for each company’s Special Meeting will be filed with the U.S. Securities and Exchange Commission in separate Current Reports on Form 8-K and will be available at investor.omnicomgroup.com and investors.interpublic.com.

About Omnicom

About Interpublic

Interpublic (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, Octagon, UM, Weber Shandwick and more.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This press release includes certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the United States Private Securities Litigation Reform Act of 1995, as amended. All statements, other than statements of historical fact, included in this press release, including those that address activities, events or developments that Omnicom or Interpublic expects, believes or anticipates will or may occur in the future, are forward-looking statements. Forward-looking statements may be identified by words such as “anticipates,” “believes,” “continue,” “could,” “estimate,” “expects,” “intends,” “will,” “should,” “may,” “plan,” “potential,” “predict,” “project,” “would” or the negative thereof and similar expressions. No assurances can be given that the forward-looking statements contained in this press release will occur as projected and actual results may differ materially from those included in this press release. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those included in this press release. These risks and uncertainties include, without limitation:

the risk that Omnicom or Interpublic may be unable to obtain governmental and regulatory approvals required for the merger (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the merger);
the risk that the expiration of the HSR waiting period in connection with the previously announced Request for Additional Information and Documentary Material (Second Request) from the U.S. Federal Trade Commission (FTC) may not occur as anticipated, affecting the timing of completion of the merger;
the risk that an event, change or other circumstance could result in the termination of the merger;
the risk that a condition to closing of the merger may not be satisfied;
the risk of delays in completing the merger;
the risk that the merger may not qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, as intended;
the risk that the businesses will not be integrated successfully or that the integration will be more costly or difficult than expected;
the risk that the cost savings and any other synergies from the merger may not be fully realized or may take longer to realize than expected;
the risk that any announcement or news coverage relating to the merger could have adverse effects on the market price of Omnicom common stock or Interpublic common stock;
the risk of litigation related to the merger;
the risk that the credit ratings of the combined company or its subsidiaries may be different from what the companies expect;
the risk that management’s time spent on the merger and integration may reduce their availability for ongoing business operations and opportunities;
the risk of adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the merger;
the dilution caused by Omnicom’s issuance of additional shares of its capital stock in connection with the merger;
adverse economic conditions or a deterioration or disruption in the credit markets;
the risk of losses on media purchases and production costs;
risks related to reductions in spending from Omnicom or Interpublic clients or a slowdown in payments by such clients;
risks related to each company’s ability to attract new clients and retain existing clients;
changes in client advertising, marketing, and corporate communications requirements;
risks related to the inability to manage potential conflicts of interest between or among clients of each company;
unanticipated changes related to competitive factors in the advertising, marketing, and corporate communications industries;
unanticipated changes related to, or an inability to hire and retain, key personnel at either company;
currency exchange rate fluctuations;
risks related to reliance on information technology systems and risks related to cybersecurity incidents;
risks and challenges presented by utilizing artificial intelligence technologies and related partnerships;
changes in legislation or governmental regulations;
risks associated with assumptions made in connection with critical accounting estimates and legal proceedings;
risks related to international operations, including currency repatriation restrictions, social or political conditions and regulatory environment;
risks related to environmental, social, and governance goals and initiatives; and
other risks inherent in Omnicom’s and Interpublic’s businesses.

All of the forward-looking statements Omnicom and Interpublic make in or in connection with this press release are qualified by the information contained or incorporated by reference in the joint proxy statement/prospectus. For additional information, see the sections entitled “Risk Factors” and “Where You Can Find More Information” beginning on pages 32 and 197, respectively, of the joint proxy statement/prospectus.

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 Interpublic 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.

Title of Series of Existing IPG Notes	CUSIP Number of Existing IPG Notes	Maturity Date	Aggregate Principal Amount Outstanding⁽¹⁾	Consent Payment⁽²⁾⁽³⁾	Exchange Consideration^(2)(3)(4)	Early Tender Payment ^(2)(3)(4)	Total Exchange Consideration^(2)(3)(4)(5)
Title of Series of Existing IPG Notes	CUSIP Number of Existing IPG Notes	Maturity Date	Aggregate Principal Amount Outstanding⁽¹⁾	Cash	New Omnicom Notes (Principal Amount)	New Omnicom Notes (Principal Amount)	New Omnicom Notes (Principal Amount)	Cash
4.650% Notes due 2028	460690BP4	October 1, 2028	$500,000,000	$1.00	$970	$30	$1,000	$1.00
4.750% Notes due 2030	460690BR0	March 30, 2030	$650,000,000	$1.00	$970	$30	$1,000	$1.00
2.400% Notes due 2031	460690BT6	March 1, 2031	$500,000,000	$1.00	$970	$30	$1,000	$1.00
5.375% Notes due 2033	460690BU3	June 15, 2033	$300,000,000	$1.00	$970	$30	$1,000	$1.00
3.375% Notes due 2041	460690BS8	March 1, 2041	$500,000,000	$1.00	$970	$30	$1,000	$1.00
5.400% Notes due 2048	460690BQ2	October 1, 2048	$500,000,000	$1.00	$970	$30	$1,000	$1.00
			$2,950,000,000