Author: Amanda Granath

NEW YORK, August 25, 2025 – Omnicom Group Inc. (“Omnicom”) (NYSE: OMC) and The Interpublic Group of Companies, Inc. (“IPG”) (NYSE: IPG) today announced that in connection with Omnicom’s previously announced offers to exchange (each an “Exchange Offer” and, collectively the “Exchange Offers”) and solicitation 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 (as defined below) (each a “Majority Noteholder Consent” and, collectively, the “Majority Noteholder Consents”), Omnicom had, as of 5:00 p.m., New York City time, on August 22, 2025 (the “Early Tender Date”), received valid tenders (and consents thereby validly delivered and not validly revoked) from Eligible Holders sufficient to constitute a Majority Noteholder Consent for each series of Existing IPG Notes, which amounts are set forth in the table below:

The Consent Solicitations are being made (i) to amend each indenture governing each series of the Existing IPG Notes (each an “Existing IPG Indenture” and, collectively, the “Existing IPG Indentures”) to eliminate certain of the covenants, restrictive provisions and events of default from such Existing IPG Indentures (collectively, the “Proposed Amendments”) and (ii) in connection with Omnicom’s previously announced Exchange Offers for any and all outstanding Existing IPG 2028 Notes, Existing IPG 2030 Notes, Existing IPG 2031 Notes, Existing IPG 2033 Notes, Existing IPG 2041 Notes and Existing IPG 2048 Notes (collectively, the “Existing IPG Notes”), 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, in each case, as further described in the offering memorandum and consent solicitation statement dated August 11, 2025 (the “Statement”).

Accordingly, IPG has executed a supplemental indenture (the “New IPG Supplemental Indenture”) to the Existing IPG Indentures to effect the Proposed Amendments approved in the Consent Solicitations. 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 (as defined below), 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).

Tenders of Existing IPG Notes in the Exchange Offers may be withdrawn at any time prior to 5:00 p.m., New York City time, on September 9, 2025 (the “Expiration Date”), unless extended pursuant to the terms of the Exchange Offers as set forth in the Statement. However, following receipt of the Majority Noteholder Consents and the execution of the New IPG Supplemental Indenture, consents delivered in the Consent Solicitations with respect to each series of Existing IPG Notes may no longer be revoked.

For each $1,000 principal amount of Existing IPG Notes that were validly tendered (and not validly withdrawn) at or prior to the Early Tender Date, such Eligible Holders of Existing IPG Notes are eligible to receive $1,000 principal amount of New Omnicom Notes of the applicable series, plus a consent payment (the “Consent Payment”) of $1.00 in cash (plus cash in respect of any fractional portion of New Omnicom Notes) (the “Total Exchange Consideration”). The Total Exchange Consideration includes the early tender payment, payable in New Omnicom Notes, equal to $30.00 principal amount of applicable series of New Omnicom Notes. Because the Majority Noteholder Consent was reached for each series of IPG Notes, for each $1,000 principal amount of Existing IPG Notes validly tendered after the Early Tender Date but at or prior to the Expiration Date, Eligible Holders of Existing IPG Notes will be eligible to receive $1,000 principal amount of the applicable series of New Omnicom Notes (plus cash in respect of any fractional portion of New Omnicom Notes) (the “Exchange Consideration”) but will not receive the Consent Payment.

Eligible Holders who (i) validly tendered their Existing IPG Notes at or prior to the Early Tender Date, (ii) validly delivered their related consent in the applicable Consent Solicitation at or prior to the Early Tender Date, and (iii) beneficially own such Existing IPG Notes at the Expiration Date, will be eligible to receive the Total Exchange Consideration.

Eligible Holders who (i) validly tender their Existing IPG Notes after the Early Tender Date and prior to the Expiration Date, (ii) validly deliver their related consents in the applicable Consent Solicitation after the Early Tender Date and prior to the Expiration Date, and (iii) beneficially own such Existing IPG Notes at the Expiration Date, will be eligible to receive the Exchange Consideration.

The settlement date will be promptly after the Expiration Date and 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 settlement date, for any reason, Omnicom anticipates 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. 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.

Omnicom is making the Exchange Offers and Consent Solicitations pursuant to the terms and subject to the conditions set forth in 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.

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, if adopted, 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.

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

NEW YORK, August 11, 2025 – Omnicom Group Inc. (“Omnicom”) (NYSE: OMC) and The Interpublic Group of Companies, Inc. (“IPG”) (NYSE: IPG) today announced that in connection with 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 has commenced offers to Eligible Holders (as defined below) 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”) 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, as set forth in the table below. The Exchange Offers and Consent Solicitations (as defined herein) are being conducted in connection with, and are conditioned upon, among other things, the completion of the Merger.

In conjunction with the Exchange Offers, Omnicom is also soliciting consents (each a “Consent Solicitation” and, collectively, the “Consent Solicitations”), on behalf of IPG, from Eligible Holders of the Existing IPG Notes to amend the applicable indenture governing the Existing IPG Notes (each an “Existing IPG Indenture” and, collectively, the “Existing IPG Indentures”), to eliminate certain of the covenants, restrictive provisions and events of default from such Existing IPG Indentures (collectively, the “Proposed Amendments”). The adoption of the Proposed Amendments for each Existing IPG Indenture requires the consent of the Eligible Holders of a majority in aggregate principal amount outstanding of the applicable series of Existing IPG Notes (each a “Majority Noteholder Consent” and, collectively, the “Majority Noteholder Consents”).

The Exchange Offers and Consent Solicitations are being 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”).

The following table sets forth the Exchange Consideration, Consent Payment, Early Tender Payment and Total Exchange Consideration (each such term, as defined below) for Existing IPG Notes for which the New Omnicom Notes are being offered:

(1)   As of August 11, 2025.

(2)   For each $1,000 principal amount of Existing IPG Notes accepted for exchange.
(3)   The Consent Payment and the Early Tender Payment will be paid to Eligible Holders (as defined herein) on the settlement date. In order to be eligible to receive the Consent Payment, Eligible Holders of Existing IPG Notes must, at or prior to the Early Tender Date (as defined herein), validly deliver and not validly revoke their related consents, even if such person is no longer the beneficial owner of such Existing IPG Notes on the Expiration Date (as defined herein).

(4)   The New Omnicom Notes will accrue interest from (and including) the most recent date on which interest has been paid on the corresponding series of Existing IPG Notes accepted in the Exchange Offers. If, at the Early Tender Date, Majority Noteholder Consents have been received, then the Exchange Consideration for each $1,000 principal amount of Existing IPG Notes tendered after the Early Tender Date and not validly withdrawn at or prior to the Expiration Date will equal $1,000 principal amount of the applicable series of the New Omnicom Notes.

(5)   Includes the Consent Payment and the Early Tender Payment.

Eligible Holders who (i) validly tender and do not validly withdraw their Existing IPG Notes at or prior to 5:00 p.m., New York City time, on August 22, 2025, unless extended (the “Early Tender Date”) or terminated, (ii) validly deliver and do not validly revoke their related consent in the applicable Consent Solicitation at or prior to the Early Tender Date, and (iii) beneficially own such Existing IPG Notes at the Expiration Date, will be eligible to receive the applicable Total Exchange Consideration as set forth in the table above, which includes the applicable Early Tender Payment and Consent Payment as set forth in the table, for all such Existing IPG Notes that are accepted. 

Eligible Holders who (i) validly tender and do not validly withdraw their Existing IPG Notes after the Early Tender Date and prior to 5:00 p.m., New York City time, on September 9, 2025, unless extended (the “Expiration Date”), (ii) validly deliver and do not validly revoke their related consents in the applicable Consent Solicitation after the Early Tender Date and prior to the Expiration Date, and (iii) beneficially own such Existing IPG Notes at the Expiration Date, will be eligible to receive (A) $970 principal amount of the applicable series of New Omnicom Notes if consents sufficient to effect the Proposed Amendments are not received by the Early Tender Date or (B) if, at the Early Tender Date, consents sufficient to effect the Proposed Amendments have been received, $1,000 principal amount of such series of New Omnicom Notes ((A) and (B), as applicable, the “Exchange Consideration”). 

The settlement date will be promptly after the Expiration Date and 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 then-anticipated settlement date, for any reason, Omnicom anticipates extending the Expiration Date until such time that the Merger has been consummated. Any such extension of the Expiration Date will cause a corresponding extension of the settlement date. During any extension of the Expiration Date, all Existing IPG Notes previously tendered (and not validly withdrawn) in an extended Exchange Offer will remain subject to such Exchange Offer and may be accepted for exchange by Omnicom.

Each New Omnicom Note issued in the Exchange Offers for a validly tendered Existing IPG Note will have an interest rate and maturity date that is identical to the interest rate and maturity date of the tendered Existing IPG Note, as well as identical interest payment dates and optional redemption prices. The New Omnicom Notes will be general unsecured senior obligations of Omnicom and will rank equally in right of payment with all of Omnicom’s other unsecured senior indebtedness. The terms of the covenants, related exceptions to such covenants and the events of default, among other provisions, to which the New Omnicom Notes are subject are materially different than the covenants, related exceptions and events of default to which the Existing IPG Notes are subject. Eligible Holders should refer to the Statement for more information on the terms of the New Omnicom Notes.

The New Omnicom Notes will only be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. No tender of Existing IPG Notes will be accepted if it results in the issuance of less than the minimum authorized denomination principal amount of New Omnicom Notes. If, pursuant to the Exchange Offers, a tendering Eligible Holder would otherwise be entitled to receive a principal amount of New Omnicom Notes that is not equal to the minimum authorized denomination or an integral multiple of $1,000 in excess thereof, such principal amount will be rounded down to the minimum authorized denomination or the nearest integral multiple of $1,000 in excess thereof, and such Eligible Holder will receive pursuant to the Exchange Offers this rounded principal amount of New Omnicom Notes plus (a) cash equal to the principal amount of New Omnicom Notes not received as a result of rounding down, and (b) cash equal to the accrued and unpaid interest on the Existing IPG Notes that are validly tendered and not validly withdrawn, but are not exchanged for New Omnicom Notes as a result of rounding down.

Each Exchange Offer and Consent Solicitation is subject to the satisfaction of certain conditions, including among other things, the completion of the Merger and the completion of each of the other Exchange Offers and receipt of the Majority Noteholder Consents in each of the Consent Solicitations. Eligible Holders of Existing IPG Notes will not receive the Exchange Consideration or the Total Exchange Consideration, as applicable, unless such conditions are met or are otherwise waived by Omnicom (other than the condition that the Merger shall have been completed). The parties’ obligations to complete the Merger are conditioned upon (i) the receipt of remaining regulatory approvals and (ii) certain other customary closing conditions. The completion of the Merger is not subject to the completion of the Exchange Offers or Consent Solicitations.

Eligible Holders may not deliver a consent in the Consent Solicitations without tendering Existing IPG Notes in the applicable Exchange Offer. If an Eligible Holder tenders Existing IPG Notes in an Exchange Offer, such Eligible Holder will be deemed to deliver its consent with respect to the principal amount of such tendered Existing IPG Notes to the corresponding Proposed Amendments. Tenders of Existing IPG Notes may be withdrawn at any time prior to the Expiration Date; however the related consent delivered by such Eligible Holder may not be withdrawn after the earlier of (i) 5:00 p.m., New York City time, on the Early Tender Date and (ii) the date the applicable supplemental indenture to the Existing IPG Indenture implementing the Proposed Amendments to the Existing IPG Notes Indenture is executed (the earlier of (i) and (ii), the “Consent Revocation Deadline”). An Eligible Holder that validly tenders Existing IPG Notes and validly delivers (and does not validly revoke) a consent prior to the Early Tender Date, but withdraws such Existing IPG Notes after the Early Tender Date but prior to the Expiration Date, will receive the Consent Payment, even if such Eligible Holder is no longer the beneficial owner of such Existing IPG Notes at the Expiration Date. Omnicom may complete the Exchange Offers even if valid consents sufficient to effect the Proposed Amendments to the applicable Existing IPG Indenture are not received.

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.

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, if adopted, 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 Dealer Managers and Solicitation Agents 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 will not be 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 Notes in the Exchange Offer and participate in the Consent Solicitations and, if so, the principal amount of Existing IPG Notes to tender.

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

• 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.

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.

SOURCE Omnicom Group Inc.

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.”

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.

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.  

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.

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.

NEW YORK, July 9, 2025 /PRNewswire/ — Omnicom (NYSE: OMC) will publish its second quarter 2025 results on Tuesday, July 15, 2025 after the New York Stock Exchange close of trading. The company will also host a conference call to review such financial results on Tuesday, July 15, 2025, starting at 4:30 p.m. Eastern Time. A live webcast of the call will be available at Omnicom’s investor relations website, investor.omnicomgroup.com, along with the related earnings press release and slide presentation. A webcast replay will be made available after the call concludes.

About 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.

SOURCE Omnicom Group Inc.

NEW YORK, June 23, 2025 /PRNewswire/ — Omnicom (NYSE: OMC) and Interpublic (NYSE: IPG) today announced that the U.S. Federal Trade Commission (FTC) has concluded its antitrust review of Omnicom’s proposed acquisition of Interpublic and reached agreement with Omnicom and IPG on a mutually acceptable consent order.

“We are delighted that our transaction with Interpublic has cleared this significant regulatory hurdle,” said John Wren, Chairman & CEO of Omnicom. “This is an important step toward the completion of the proposed acquisition and creating a new era in which we help clients grow with a comprehensive range of marketing and sales solutions, incorporating both creativity and technology. We continue to look forward to obtaining the remaining regulatory approvals and closing in the second half of this year, consistent with our expectations when we announced this transaction.”

“Today’s news is a notable step forward in the process of combining our companies and their deep pools of talent, complementary capabilities, and geographic strengths,” added Philippe Krakowsky, CEO of Interpublic. “Together with John and as part of his team, we will be exceptionally well-positioned to meet the evolving needs of clients in a consumer and media landscape being transformed by technology and data.”

With the agreed consent order, which is publicly available on the FTC’s website at www.ftc.gov, on June 23, 2025, the FTC granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The consent order is now subject to a 30-day public comment period and then final acceptance by the FTC.

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

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 and Section 21E of the Exchange Act 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: remaining regulatory approvals required for the acquisition (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 acquisition); the risk that the conditions imposed by the FTC’s consent order could adversely affect the combined company or the expected benefits of the acquisition; the risk that an event, change or other circumstance could result in the termination of the acquisition; the risk that a condition to closing of the acquisition may not be satisfied; the risk of delays in completing the acquisition; the risk that the acquisition may not qualify as a “reorganization” within the meaning of Section 368(a) of the Code 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 acquisition may not be fully realized or may take longer to realize than expected; the risk that any announcement or news coverage relating to the acquisition could have adverse effects on the market price of Omnicom common stock or Interpublic common stock; the risk of litigation related to the acquisition; 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 acquisition 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 acquisition; the dilution caused by Omnicom’s issuance of additional shares of its capital stock in connection with the acquisition; 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. 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 Interpublic’s businesses, including those described in Omnicom’s and Interpublic’s respective Annual Reports on Form 10-K and in other documents filed from time to time with the Securities and Exchange Commission. 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.

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.

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.

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 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 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/

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.

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.

SOURCE Omnicom Group Inc.

NEW YORK, May 6, 2025 /PRNewswire/ — The Board of Directors of Omnicom (NYSE: OMC) declared a quarterly dividend of 70 cents per outstanding share of the corporation’s common stock. The dividend is payable on July 9, 2025 to Omnicom common shareholders of record at the close of business on June 10, 2025.

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. 

SOURCE Omnicom Group Inc.

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

First Quarter 2025 Results

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.

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, 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.

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.

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. 

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 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.

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.

SOURCE Omnicom Group Inc.

NEW YORK, April 9, 2025 /PRNewswire/ — Omnicom (NYSE: OMC) will publish its first quarter 2025 results on Tuesday, April 15, 2025 after the New York Stock Exchange close of trading. The company will also host a conference call to review such financial results on Tuesday, April 15, 2025, starting at 4:30 p.m. Eastern Time.  A live webcast of the call will be available at Omnicom’s investor relations website, investor.omnicomgroup.com, along with the related earnings press release and slide presentation. A webcast replay will be made available after the call concludes.

About 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.

SOURCE Omnicom Group Inc.

Each year, SXSW serves as a dynamic convergence of film, art, music, tech, and innovation. From groundbreaking technologies to cultural movements, the festival offers an abundance of opportunities to explore what’s next, providing inspiration for both brands and individuals to think bigger and push boundaries. 

At this year’s festival, brilliant minds from across Omnicom explored trends and technology at the forefront of our industry.

Check out Omnicom’s impressions of future trends, ideas, and possibilities in our SXSW 2025 recap, “Relevance Amplified”.

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

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 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.

NEW YORK, March 12, 2025 /PRNewswire/ — Omnicom (NYSE: OMC) today announced it has been named a Leader in “The Forrester Wave™: Marketing Creative and Content Services, Q1 2025” by Forrester Research, Inc. Within Forrester’s 17-criterion evaluation, Omnicom’s participating networks – Omnicom Precision Marketing Group (OPMG) and Omnicom Advertising Group (OAG) – received the highest scores possible in seven and four criteria, respectively.

OPMG was named a Leader in the evaluation and tied for the highest score in the Strategy category among all participating companies. It received the highest possible scores in the creative and content production, creative commerce, influencer marketing, partner ecosystem, performance creative, pricing flexibility and transparency, and talent strategy criteria. The Forrester evaluation noted that, “Enterprise brands with the need to scale data-driven creativity should consider OPMG.”

OAG, which officially launched on January 1, 2025, was also recognized in the evaluation, coming in as a Strong Performer and having the second-highest Current Offering category score among all participating companies. It received the highest possible scores in the brand strategy, creative and content development, global delivery strategy, and performance creative criteria. The Forrester evaluation noted that, “Global enterprise brands that demand creative excellence should consider Omnicom Advertising Group.”

“As a company deeply committed to driving meaningful outcomes for our clients, we believe Omnicom’s strong performance on the Forrester Wave™ is a reflection of our relentless focus on innovation, collaboration, and delivering best-in-class solutions at every step of the customer journey,” said John Wren, Chairman and CEO of Omnicom. “For us, being the only company designated as a Leader in the Commerce, Media and Creative Waves underscores the extraordinary talent across our global network and our ability to stay ahead in an ever-evolving industry. I want to congratulate OPMG and OAG on this recognition.”

This evaluation comes on the heels of Omnicom and its agencies being named a Leader in “The Forrester Wave™: Media Management Services, Q4 2024” and “The Forrester Wave™: Commerce Services, Q2 2024“. Omnicom’s agencies have been named a Leader across all three of these most recent Forrester evaluations, which Omnicom attributes to its superior capabilities across creative, media and commerce.

Forrester does not endorse any company, product, brand, or service included in its research publications and does not advise any person to select the products or services of any company or brand based on the ratings included in such publications. Information is based on the best available resources. Opinions reflect judgment at the time and are subject to change. For more information, read about Forrester’s objectivity here.

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. 

SOURCE Omnicom Group Inc.

NEW YORK, Feb. 25, 2025 /PRNewswire/ — Omnicom Group Inc. (NYSE: OMC) today announced that it will present at the Morgan Stanley Global Technology, Media & Telecom Conference in San Francisco, California on Tuesday, March 4, 2025 at 10:00 a.m. Pacific Time.  Live and archived webcasts will be available at the investor relations section of www.omnicomgroup.com.

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.

SOURCE Omnicom Group Inc.

NEW YORK, Feb. 13, 2025 /PRNewswire/ — The Board of Directors of Omnicom (NYSE: OMC) declared a quarterly dividend of 70 cents per outstanding share of the corporation’s common stock. The dividend is payable on April 9, 2025 to Omnicom common shareholders of record at the close of business on March 11, 2025.

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. 

SOURCE Omnicom Group Inc.