OMNICOM GROUP INC.

Previous wording

On December 8, 2024, Omnicom entered into an Agreement and Plan of Merger, or the Merger Agreement, by and among Omnicom, EXT Subsidiary Inc., a direct wholly owned subsidiary of Omnicom, or Merger Sub, and IPG, pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into IPG, or the Merger, with IPG surviving the Merger as a wholly owned subsidiary of Omnicom. On March 18, 2025, the shareholders of each of Omnicom and IPG approved the Merger. Under the terms of the Merger Agreement, IPG shareholders will receive 0.344 shares of Omnicom common stock for each share of IPG common stock they own. Following the closing of the Merger, Omnicom shareholders are expected to own approximately 60.6% of the combined company, and IPG shareholders are expected to own approximately 39.4%, on a fully diluted basis. The completion of the Merger is subject to customary closing conditions, including required regulatory approvals, which are ongoing. If completed, the Merger is expected to have a material impact on our business, results of operations and financial condition. In the first quarter of 2025, we recorded $33.8 million of acquisition related costs in selling, general and administrative expenses. The results of IPG are not included in our 2025 or 2024 results of operations or financial position.

Current wording

On December 8, 2024, Omnicom entered into an Agreement and Plan of Merger, or the Merger Agreement, by and among Omnicom, EXT Subsidiary Inc., a direct wholly owned subsidiary of Omnicom, or Merger Sub, and IPG, pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into IPG, or the Merger, with IPG surviving the Merger as a wholly owned subsidiary of Omnicom. On March 18, 2025, the shareholders of each of Omnicom and IPG approved the Merger. Under the terms of the Merger Agreement, IPG shareholders will receive 0.344 shares of Omnicom common stock for each share of IPG common stock they own. Following the closing of the Merger, Omnicom shareholders are expected to own approximately 60.6% of the combined company, and IPG shareholders are expected to own approximately 39.4%, on a fully diluted basis. The completion of the Merger is subject to customary closing conditions, including required regulatory approvals. If completed, the Merger is expected to have a material impact on our business, results of operations and financial condition. During the three and six months ended June 30, 2025, we recorded acquisition related costs related to the Merger of $66.0 million and $99.8 million, respectively, in selling, general and administrative expenses. The results of IPG are not included in our 2025 or 2024 results of operations or financial position.

Previous wording

We believe generative AI will have a significant effect on how we provide services to our clients and how we enhance the productivity of our people. As with any new technology, we are working closely with our clients and technology partners to take advantage of the benefits of AI while being mindful of its limitations, risks, and privacy concerns. We are committed to responsible AI practices and collaboration to harness AI's potential, while evaluating related risks, such as ethical considerations, public perception and reputational concerns, intellectual property protection, regulatory compliance, privacy and data security concerns and our ability to effectively adopt this new emerging technology. The rapidly developing nature of AI technology makes it difficult to assess the full impact on our business at this time.

Current wording

We believe generative AI and agentic AI will have a significant effect on how we provide services to our clients and how we enhance the productivity of our people. As with any new technology, we are working closely with our clients and technology partners to take advantage of the benefits of AI while being mindful of its limitations, risks, and privacy concerns. We are committed to responsible AI practices and collaboration to harness AI's potential, while evaluating related risks, such as ethical considerations, public perception and reputational concerns, intellectual property protection, regulatory compliance, privacy and data security concerns and our ability to effectively adopt this new emerging technology. The rapidly developing nature of AI technology makes it difficult to assess the full impact on our business at this time.

Previous wording

We operate in all major markets and have a large client base. For the twelve months ended March 31, 2025, our largest client accounted for 2.7% of our revenue, and our 100 largest clients, which represent many of the world’s major marketers, accounted for approximately 53.6% of our revenue. Our clients operate in virtually every sector of the global economy with no one industry representing more than 16% of our revenue for the three months ended March 31, 2025. Although our revenue is generally balanced between the United States and international markets, and we have a large and diverse client base, we are not immune to general economic downturns.

Current wording

We operate in all major markets and have a large client base. For the twelve months ended June 30, 2025, our largest client accounted for 2.6% of our revenue, and our 100 largest clients, which represent many of the world’s major marketers, accounted for approximately 54.1% of our revenue. Our clients operate in virtually every sector of the global economy with no one industry representing more than 15% of our revenue for the six months ended June 30, 2025. Although our revenue is generally balanced between the United States and international markets, and we have a large and diverse client base, we are not immune to general economic downturns.

Previous wording

Worldwide revenue for the three months ended March 31, 2025 increased $59.9 million, or 1.6%, to $3,690.4 million, compared to $3,630.5 million in the prior year period. Worldwide organic revenue growth (defined below) increased revenue $121.9 million, or 3.4%, reflecting increased client spending across most of our disciplines, primarily driven by our Media & Advertising and Precision Marketing disciplines. In contrast, our Branding & Retail Commerce, Public Relations, and Healthcare disciplines had negative performance during the quarter, while our Experiential and Execution & Support disciplines remained relatively stable. Substantially all of our major geographic regions had positive organic growth compared to the prior year period. Organic growth in the quarter was led by our largest market, the U.S. In Europe, growth in most of our markets was offset by negative performance in the U.K. In Asia-Pacific, Australia and India had strong performances, which was partially offset by a weak performance in China, with the remaining markets flat. Changes in foreign exchange rates period-over-period reduced revenue $59.2 million, or 1.6%. Acquisition revenue, net of disposition revenue, reduced revenue $2.8 million, or 0.1%.

Current wording

Worldwide revenue for the three months ended June 30, 2025 increased $161.8 million, or 4.2%, to $4,015.6 million, compared to $3,853.8 million in the prior year quarter. Worldwide organic revenue growth increased revenue $116.8 million, or 3.0%, primarily driven by our Media & Advertising, Precision Marketing and Experiential disciplines. Our Public Relations, Branding & Retail Commerce and Healthcare disciplines had negative performance during the quarter. All of our major geographic regions had positive organic growth compared to the prior year period. Organic growth in the quarter was led by our largest market, the U.S. In Europe, growth was mixed by market. In Asia-Pacific, we experienced growth in substantially all of our markets. Changes in foreign exchange rates period-over-period increased revenue $42.4 million, or 1.1%. Acquisition revenue, net of disposition revenue, increased revenue $2.6 million, or 0.1%.

Previous wording

EBITA is defined as earnings before interest, income taxes and amortization of acquired intangible assets and internally developed strategic platform assets. We believe EBITA is useful in evaluating the impact of amortization of acquired intangible assets and internally developed strategic platform assets on operating performance and allows for comparability between reporting periods. In the three months ended March 31, 2025, the effects of after-tax amortization of acquired intangible assets and internally developed strategic platform assets decreased diluted net income per share- Omnicom Group Inc. by $0.08 for each of the three months ended March 31, 2025 and 2024.

Current wording

EBITA is defined as earnings before interest, income taxes and amortization of acquired intangible assets and internally developed strategic platform assets. We believe EBITA is useful in evaluating the impact of amortization of acquired intangible assets and internally developed strategic platform assets on operating performance and allows for comparability between reporting periods. In the three and six months ended June 30, 2025, the effect of after-tax amortization of acquired intangible assets and internally developed strategic platform assets decreased diluted net income per share by $0.08 for each of the three months ended June 30, 2025 and 2024 and $0.15, and $0.16 for the six months ended June 30, 2025 and 2024, respectively.

Previous wording

EBITA is defined as earnings before interest, income taxes and amortization of acquired intangible assets and internally developed strategic platform assets. We believe EBITA is useful in evaluating the impact of amortization of acquired intangible assets and internally developed strategic platform assets on operating performance and allows for comparability between reporting periods. In the three months ended March 31, 2025, the effects of after-tax amortization of acquired intangible assets and internally developed strategic platform assets decreased diluted net income per share- Omnicom Group Inc. by $0.08 for each of the three months ended March 31, 2025 and 2024.

Current wording

EBITA is defined as earnings before interest, income taxes and amortization of acquired intangible assets and internally developed strategic platform assets. We believe EBITA is useful in evaluating the impact of amortization of acquired intangible assets and internally developed strategic platform assets on operating performance and allows for comparability between reporting periods. In the three and six months ended June 30, 2025, the effect of after-tax amortization of acquired intangible assets and internally developed strategic platform assets decreased diluted net income per share by $0.08 for each of the three months ended June 30, 2025 and 2024 and $0.15, and $0.16 for the six months ended June 30, 2025 and 2024, respectively.

Previous wording

•Foreign exchange rate impact is calculated by translating the current period’s local currency revenue using the prior period average exchange rates to derive current period constant currency revenue (in this case $3,749.6 million for the Total column). The foreign exchange impact is the difference between the current period revenue in U.S. Dollars and the current period constant currency revenue ($3,690.4 million less $3,749.6 million for the Total column).

Current wording

•Foreign exchange rate impact is calculated by translating the current period’s local currency revenue using the prior period average exchange rates to derive current period constant currency revenue (in this case $3,973.2 million and $7,722.8 million for the Total column for the three and six months ended June 30, 2025, respectively). The foreign exchange impact is the difference between the current period revenue in U.S. Dollars and the current period constant currency revenue ($4,015.6 million less $3,973.2 million and $7,706.0 million less $7,722.8 million for the Total column for the three and six months ended June 30, 2025, respectively).

Previous wording

•The percentage change is calculated by dividing the individual component amount by the prior period revenue base of that component ($3,630.5 million for the Total column).

Current wording

•The percentage change is calculated by dividing the individual component amount by the prior period revenue base of that component ($3,853.8 million and $7,484.3 million for the Total column for the three and six months ended June 30, 2025, respectively).

Previous wording

Changes in the value of foreign currencies against the U.S. Dollar affect our results of operations and financial position. For the most part, because the revenue and expense of our foreign operations are both denominated in the same local currency, the economic impact on operating margin is minimized. Assuming exchange rates at March 31, 2025 remain unchanged, we expect the impact of changes in foreign exchange rates will be a negative 0.5% for the second quarter and a negative 1.0% for the full year. Based on our acquisition and disposition activity completed to date, we expect the net impact on revenue to remain flat for both the second quarter and the full year.

Current wording

Changes in the value of foreign currencies against the U.S. Dollar affect our results of operations and financial position. For the most part, because the revenue and expense of our foreign operations are both denominated in the same local currency, the economic impact on operating margin is minimized. Assuming exchange rates at July 14, 2025 remain unchanged, we expect the impact of changes in foreign exchange rates will be a positive 1.0% for the third quarter and positive 1.0% for the full year. Based on our acquisition and disposition activity completed to date, we expect the net impact on revenue to remain flat for both the third quarter and the full year.

Previous wording

The period-over-period change in worldwide revenue for the three months ended March 31, 2025, compared to the three months ended March 31, 2024, in our fundamental disciplines was: Media & Advertising increased $94.0 million, Precision Marketing increased $24.9 million, Public Relations decreased $20.8 million, Healthcare decreased $11.3 million, Branding & Retail Commerce decreased $26.0 million, Experiential decreased $1.5 million, and Execution & Support increased $0.6 million. Worldwide organic revenue growth increased revenue $121.9 million, or 3.4%, primarily reflecting increased client spending across most of our disciplines, primarily driven by Media & Advertising, led by our media business, and Precision Marketing disciplines compared to the prior year period. The organic growth was partially offset by underperformance in our Branding & Retail Commerce, Public Relations and Healthcare disciplines. Changes in foreign exchange rates period-over-period reduced revenue $59.2 million, or 1.6%. The decrease in revenue from foreign exchange translation was primarily related to the weakening of most currencies, including the Euro, Brazilian Real, Canadian Dollar, Australian Dollar, Mexican Peso and British Pound, against the U.S. Dollar. Acquisition revenue, net of disposition revenue, reduced revenue $2.8 million, or 0.1%.

Current wording

The period-over-period change in worldwide revenue for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, in our fundamental disciplines was: Media & Advertising increased $190.3 million, Precision Marketing increased $30.0 million, Public Relations decreased $35.0 million, Healthcare decreased $12.5 million, Branding & Retail Commerce decreased $33.5 million, Experiential increased $14.4 million, and Execution & Support increased $8.1 million. Worldwide organic revenue growth increased revenue $116.8 million, or 3.0%, compared to the prior year period, primarily driven by Media & Advertising, led by our media business, Precision Marketing and Experiential disciplines. The organic growth was partially offset by underperformance in our Public Relations, Branding & Retail Commerce and Healthcare disciplines. Changes in foreign exchange rates period-over-period increased revenue $42.4 million, or 1.1%. The increase in revenue from foreign exchange translation was primarily related to the strengthening of some currencies, including the British Pound and the Euro, against the U.S. Dollar, partially offset by the weakening of the Brazilian Real, Mexican Peso, and Australian Dollar against the U.S. Dollar. Acquisition revenue, net of disposition revenue, increased revenue $2.6 million, or 0.1%.

Previous wording

In the normal course of business, our agencies both gain and lose business from clients each year due to a variety of factors. Under our client-centric approach, we seek to broaden our relationships with all of our clients. Our largest client represented 2.7% and 3.0% of revenue for the twelve months ended March 31, 2025 and 2024, respectively. Our ten largest and 100 largest clients represented 19.1% and 53.6% of revenue for the twelve months ended March 31, 2025, respectively, and 20.0% and 53.8% of revenue for the twelve months ended March 31, 2024, respectively.

Current wording

In the normal course of business, our agencies both gain and lose business from clients each year due to a variety of factors. Under our client-centric approach, we seek to broaden our relationships with all of our clients. Our largest client represented 2.6% and 2.9% of revenue for the twelve months ended June 30, 2025 and 2024, respectively. Our ten largest and 100 largest clients represented 19.0% and 54.1% of revenue for the twelve months ended June 30, 2025, respectively, and 19.7% and 53.6% of revenue for the twelve months ended June 30, 2024, respectively.

Previous wording

In North America, organic revenue growth period-over-period for the three months ended March 31, 2025 was primarily driven by strong performance in the United States, especially in the Media & Advertising discipline, led by our media business, and our Precision Marketing, Experiential and Execution & Support disciplines. The organic growth was partially offset by underperformance in our Branding & Retail Commerce, Public Relations and Healthcare disciplines.

Current wording

In North America, organic revenue growth period-over-period for the three and six months ended June 30, 2025 was primarily driven by strong performance in the United States, especially in the Media & Advertising discipline, led by our media business, and our Precision Marketing, Experiential and Execution & Support disciplines. The organic growth was partially offset by underperformance in our Public Relations, Branding & Retail Commerce and Healthcare disciplines.

Previous wording

In Latin America, organic revenue growth for the three months ended March 31, 2025 was led by our Media & Advertising discipline, and in substantially all countries in the region, compared to the prior year period. The weakening of all currencies, especially the Brazilian Real and Mexican Peso, against the U.S. Dollar decreased revenue in the three months ended March 31, 2025 compared to the prior year period.

Current wording

In Latin America, organic revenue growth for the three and six months ended June 30, 2025, compared to the prior year periods, was led by our Media & Advertising discipline, and in all countries in the region. The weakening of all currencies, especially the Brazilian Real and Mexican Peso, against the U.S. Dollar decreased revenue in the three and six months ended June 30, 2025 compared to the same periods in 2024.

Previous wording

In Europe, compared to the prior year period, organic revenue growth for the three months ended March 31, 2025 was driven by strong performance in our Media & Advertising discipline, led by our media business, and in our Experiential discipline, partially offset by underperformance in our Precision Marketing, Healthcare, Branding & Retail Commerce and Public Relations disciplines. Foreign currency changes decreased revenue for the three months ended March 31, 2025, primarily as a result of the weakening of the Euro and British Pound against the U.S. Dollar period-over-period.

Current wording

In Europe, compared to the prior year periods, organic revenue growth for the three and six months ended June 30, 2025 was driven by strong performance in our Media & Advertising discipline, led by our media business, and our Experiential discipline, substantially offset by underperformance in all other disciplines. Foreign currency exchange rate changes increased revenue for the three and six months ended June 30, 2025, primarily as a result of the strengthening of the Euro and the British Pound against the U.S. Dollar period-over-period.

Previous wording

In the U.K., for the three months ended March 31, 2025, organic revenue decreased period-over-period by 0.7%. In Continental Europe, which includes the Euro Zone and the other European countries, organic revenue growth of 1.7% for the three months ended March 31, 2025 was led by Czech Republic, Italy and Poland, primarily driven by our Media & Advertising and Experiential disciplines.

Current wording

In the U.K., for the three and six months ended June 30, 2025, organic revenue decreased period-over-period by 2.5% and 1.6%, respectively. A strong performance in our Media & Advertising discipline, led by our media business, was substantially offset by underperformance in all other disciplines. In Continental Europe, which includes the Euro Zone and the other European countries, organic revenue growth of 2.5% and 2.1% for the three and six months ended June 30, 2025, respectively, was mixed by country and driven primarily by our Media & Advertising, led by our media business, and Experiential disciplines.

Previous wording

In Asia-Pacific, organic revenue increased period-over-period for the three months ended March 31, 2025 by 6.0%. Organic growth, led by our Media & Advertising discipline, was partially offset by underperformance in our Experiential and Public Relations disciplines. Several markets in the region, especially India and Australia, had positive organic growth, partially offset by weakening in China, as compared to the prior year period. Foreign currency changes decreased revenue for the three months ended March 31, 2025, primarily as a result of the weakening of several currencies, including the Australian Dollar, New Zealand Dollar and Japanese Yen, against the U.S. Dollar.

Current wording

In Asia-Pacific, organic growth for the three and six months ended June 30, 2025 was 6.5% and 6.2%, respectively. Organic growth, led by our Media & Advertising discipline, was partially offset by underperformance in our Experiential and Public Relations disciplines. Substantially all markets in the region, led by Australia, India and New Zealand, had positive organic growth, partially offset by slight weakening in China, as compared to the prior year periods. Foreign currency exchange rate changes increased revenue for the three months ended June 30, 2025, primarily as a result of the strengthening of several currencies against the U.S. Dollar, including the Japanese Yen. Foreign currency exchange rate changes decreased revenue for the six months ended June 30, 2025, primarily as a result of the weakening of several currencies against the U.S. Dollar, including the Australian Dollar and New Zealand Dollar.

Previous wording

We measure cost of services in two distinct categories: salary and service costs and occupancy and other costs. As a service business, salary and service costs make up a significant portion of our operating expenses and substantially all these costs comprise the essential components directly linked to the delivery of our services. Salary and service costs include employee compensation and benefits, freelance labor, third-party service costs, and third-party incidental costs. Third-party service costs include vendor 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 that are billed back to the client directly at our cost. Occupancy and other costs consist of the indirect costs related to the delivery of our services, including office rent and other occupancy costs, equipment rent, technology costs, general office expenses and other expenses. Adverse and beneficial fluctuations in foreign currencies from period to period impact our results of operations and financial position when we translate our financial statements from local foreign currencies to the U.S. Dollar. However, substantially all of our foreign operations transact business in their local currency, mitigating the impact of changes in foreign currency exchange rates on our operating margin percentage. As a result, the changes in our operating expenses period-over-period from foreign currency translation were in line with the percentage impact from changes in foreign currencies on revenue for the three months ended March 31, 2025.

Current wording

We measure cost of services in two distinct categories: salary and service costs and occupancy and other costs. As a service business, salary and service costs make up a significant portion of our operating expenses and substantially all these costs comprise the essential components directly linked to the delivery of our services. Salary and service costs include employee compensation and benefits, freelance labor, third-party service costs, and third-party incidental costs. Third-party service costs include vendor 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 that are billed back to the client directly at our cost. Occupancy and other costs consist of the indirect costs related to the delivery of our services, including office rent and other occupancy costs, equipment rent, technology costs, general office expenses and other expenses. Adverse and beneficial fluctuations in foreign currency exchange rates from period to period impact our results of operations and financial position when we translate our financial statements from local foreign currency exchange rates to the U.S. Dollar. However, substantially all of our foreign operations transact business in their local currency, mitigating the impact of changes in foreign currency exchange rates on our operating margin percentage. As a result, the changes in our operating expenses period-over-period from foreign currency translation were in line with the percentage impact from changes in foreign currencies on revenue for the three and six months ended June 30, 2025.

Previous wording

Operating expenses for the three months ended March 31, 2025 increased $86.2 million, or 2.7%, to $3,237.8 million from $3,151.6 million, compared to the prior year period. Included in selling, general and administrative expenses for the three months ended March 31, 2025 are acquisition related costs of $33.8 million ($32.7 million after-tax), related to the pending merger with IPG (see Note 1 to the unaudited consolidated financial statements).

Current wording

Operating expenses for the three months ended June 30, 2025 increased $232.9 million, or 7.0%, to $3,576.4 million from $3,343.5 million, in the prior year period. Included in selling, general and administrative expenses for the three months ended June 30, 2025 are acquisition related costs of $66.0 million ($61.6 million after-tax) related to the pending merger with IPG (see Note 1 to the unaudited consolidated financial statements). Included in operating expenses for the three months ended June 30, 2025 are $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, primarily within the Omnicom Advertising Group and the Omnicom Production Group (see Note 9 to the unaudited financial statements).

Previous wording

Salary and service costs for the three months ended March 31, 2025 increased $53.7 million, or 2.0%, to $2,746.3 million, compared to the prior year period. Salary and related costs for the three months ended March 31, 2025 decreased $66.8 million, or 3.6%, to $1,780.5 million. These costs decreased primarily due to the reduction arising from our repositioning actions in 2024 and global employee mix. Third-party service costs for the three months ended March 31, 2025 increased $98.6 million, or 14.1%, to $796.8 million, primarily as a result of organic growth in our Media & Advertising discipline. Third-party incidental costs for the three months ended March 31, 2025 increased $21.9 million, or 14.9%, to $169.0 million, primarily as a result of organic growth.

Current wording

Salary and service costs for the six months ended June 30, 2025 increased $186.2 million, or 3.4%, to $5,678.9 million, compared to the prior year period. Salary and related costs for the six months ended June 30, 2025 decreased $75.9 million, or 2.1%, to $3,608.3 million, primarily due to reductions arising from our repositioning actions and changes in our global employee mix. Third-party service costs for the six months ended June 30, 2025 increased $205.9 million, or 13.6%, to $1,715.2 million, primarily as a result of organic growth in our Media & Advertising discipline. Third-party incidental costs for the six months ended June 30, 2025 increased $56.2 million, or 18.8%, to $355.4 million.

Previous wording

Occupancy and other costs are less directly linked to changes in revenue than salary and service costs. For the three months ended March 31, 2025, occupancy and other costs increased by $0.5 million to $314.6 million.

Current wording

Occupancy and other costs for the three and six months ended June 30, 2025, which are less directly linked to changes in revenue than salary and service costs, increased by $11.7 million, or 3.7%, to $325.9 million and increased by $12.2 million, or 1.9%, to $640.5 million, respectively. Increased other occupancy costs were driven in part by negative effects from foreign currency exchange rates, partially offset by lower rent expense in the periods. As a percentage of revenue, occupancy and other costs decreased for the three and six month periods ended June 30, 2025.

Previous wording

SG&A expenses primarily consist of third-party marketing costs, professional fees, compensation and benefits and occupancy and other costs of our corporate and executive offices, including group-wide finance and accounting, treasury, legal and governance, human resource oversight and similar costs. SG&A expenses increased for the three months ended March 31, 2025 by $32.6 million, compared to the same period in 2024, primarily due to acquisition related costs of $33.8 million ($32.7 million after-tax), in connection with the pending merger with IPG (see Note 1 to the unaudited consolidated financial statements).

Current wording

SG&A expenses primarily consist of third-party marketing costs, professional fees, compensation and benefits and occupancy and other costs of our corporate and executive offices, including group-wide finance and accounting, treasury, legal and governance, human resource oversight and similar costs. SG&A expenses increased for the three and six months ended June 30, 2025 by $59.4 million and $92.0 million, respectively, compared to the same periods in 2024, primarily due to acquisition related costs in connection with the pending merger with IPG (see Note 1 to the unaudited consolidated financial statements).

Previous wording

Operating income for the three months ended March 31, 2025 decreased $26.3 million to $452.6 million, and operating margin decreased to 12.3% from 13.2% compared to the same period in 2024. EBITA for the three months ended March 31, 2025 decreased $26.0 million to $474.4 million, and EBITA Margin decreased to 12.9% from 13.8%. Acquisition related costs recorded in the first quarter of 2025 (see Note 1 to the unaudited financial statements) reduced both operating income and EBITA by $33.8 million, and reduced both operating margin and EBITA margin by 0.9%.

Current wording

Operating income for the three months ended June 30, 2025 decreased $71.1 million to $439.2 million, and operating margin decreased to 10.9% from 13.2% compared to the same period in 2024. EBITA for the three months ended June 30, 2025 decreased $72.8 million to $459.0 million, and EBITA Margin decreased to 11.4% from 13.8%. Acquisition related costs and repositioning costs recorded in the second quarter of 2025 (see Notes 1 and 9 to the unaudited financial statements) reduced both operating income and EBITA by $154.8 million, and reduced both operating margin and EBITA margin by 3.9%. The effect of the repositioning actions in the second quarter of 2024 reduced operating income and EBITA by $57.8 million and decreased both operating margin and EBITA margin by 1.5%.

Previous wording

Net interest expense for the three months ended March 31, 2025 increased $2.6 million period-over-period to $29.4 million. Interest expense for the three months ended March 31, 2025 increased $5.3 million period-over-period to $59.1 million, primarily related to the higher weighted average cost of debt in connection with our financing activities in 2024. Interest income in the three months ended March 31, 2025 increased $2.7 million period-over-period to $29.7 million, principally due to higher cash balances.

Current wording

Net interest expense for the three and six months ended June 30, 2025 decreased $1.0 million and $1.6 million period-over-period to $40.7 million and $70.1 million, respectively. Interest expense on debt for the three and six months ended June 30, 2025 increased $2.0 million and $7.5 million period-over-period to $58.8 million and $114.9 million, respectively, primarily related to the higher weighted average cost of debt in connection with our financing activities in 2024. Interest income in the three and six months ended June 30, 2025 increased $0.9 million to $21.9 million and $3.6 million to $51.6 million, respectively, principally due to higher cash balances.

Previous wording

Our effective tax rate for the three months ended March 31, 2025 increased period-over-period to 28.5% from 25.7%, due primarily to the non-deductibility of acquisition related costs related to the pending merger with IPG. The effective tax rate for the three months ended March 31, 2024, includes the favorable impact from the resolution of certain non-U.S. tax positions of $7.5 million.

Current wording

Our effective tax rate for the six months ended June 30, 2025 increased period-over-period to 29.4% from 26.0%, primarily due to the non-deductibility of certain acquisition related costs in connection with the pending merger with IPG (see Note 1 to the unaudited consolidated financial statements). The effective tax rate for the six months ended June 30, 2024, includes the favorable impact from the resolution of certain non-U.S. tax positions of $7.5 million.

Previous wording

Net income - Omnicom Group Inc. in the three months ended March 31, 2025 decreased $30.9 million to $287.7 million from $318.6 million. The period-over-period decrease is due to the factors described above. Diluted net income per share - Omnicom Group Inc. decreased to $1.45 in the three months ended March 31, 2025, from $1.59 in the three months ended March 31, 2024, due to the factors described above and the impact of the reduction in our weighted average common shares outstanding resulting from repurchases of our common stock. After-tax, the acquisition related costs recorded in the first quarter of 2025 (see Note 1 to the unaudited consolidated financial statements) reduced net income - Omnicom Group Inc. by $32.7 million and diluted net income per share - Omnicom Group Inc. by $0.17.

Current wording

Net income - Omnicom Group Inc. in the three months ended June 30, 2025 decreased $70.5 million to $257.6 million from $328.1 million. The period-over-period decrease is due to the factors described above. Diluted net income per share - Omnicom Group Inc. decreased to $1.31 in the three months ended June 30, 2025, from $1.65 in the three months ended June 30, 2024, due to the factors described above, partially offset by the impact of the reduction in our weighted average common shares outstanding resulting from repurchases of our common stock. For the three months ended June 30, 2025, the impact of the acquisition related costs and repositioning costs (see Notes 1 and 9 to the unaudited consolidated financial statements) reduced net income - Omnicom Group Inc. by $128.8 million and diluted net income per share - Omnicom Group Inc. by $0.66. For the three months ended June 30, 2024, the impact of repositioning costs reduced net income - Omnicom Group Inc. by $42.9 million and diluted net income per share - Omnicom Group Inc. by $0.22.

Previous wording

The primary sources of our short-term liquidity are net cash provided by operating activities and cash and cash equivalents. Additional liquidity sources include our $2.5 billion unsecured multi-currency revolving credit facility, or Credit Facility, terminating on June 2, 2028, and the ability to issue up to $2 billion of U.S. Dollar denominated commercial paper and issue up to the equivalent of $500 million in British Pounds or Euro under a Euro commercial paper program, and access to the capital markets. In addition, certain of our international subsidiaries have uncommitted credit lines that are guaranteed by Omnicom, aggregating $520.6 million. Our liquidity sources fund our non-discretionary cash requirements and our discretionary spending.

Current wording

The primary sources of our short-term liquidity are net cash provided by operating activities and cash and cash equivalents. Additional liquidity sources include our $2.5 billion unsecured multi-currency revolving credit facility, or Credit Facility, terminating on June 2, 2028, and the ability to issue up to $2 billion of U.S. Dollar denominated commercial paper and issue up to the equivalent of $500 million in British Pounds or Euro under a Euro commercial paper program, and access to the capital markets. In addition, certain of our international subsidiaries have uncommitted credit lines that are guaranteed by Omnicom, aggregating $539.7 million. Our liquidity sources fund our non-discretionary cash requirements and our discretionary spending.

Previous wording

Cash and cash equivalents decreased $961.1 million from December 31, 2024. During the first three months of 2025, we used $786.8 million of cash in operating activities, which included the use for operating capital of $1.2 billion, primarily related to our typical working capital cycle. Discretionary spending for the first three months of 2025 was $253.7 million, compared to $1.2 billion for the first three months of 2024, which included $801.5 million for acquisition of businesses and interests in affiliates, net of cash acquired. Discretionary spending for the first three months of 2025 was comprised of capital expenditures of $29.5 million, dividends paid to common shareholders of $137.7 million, dividends paid to shareholders of noncontrolling interests of $13.0 million, repurchases of our common stock, net of proceeds from vesting of restricted stock awards and related tax benefits and common stock sold under our employee stock purchase plan of $69.5 million, the acquisition of additional shares of noncontrolling interests, and payment of contingent purchase price obligations of $4.0 million. Based on past performance and current expectations, we believe that net cash provided by operating activities and cash and cash equivalents will be sufficient to meet our non-discretionary cash requirements for the next twelve months. In addition, and over the longer term, our Credit Facility is available to fund our working capital and contractual obligations.

Current wording

Cash and cash equivalents decreased $1,039.0 million from December 31, 2024. During the first six months of 2025, we used $576.7 million of cash in operating activities, which included the use for operating capital of $1.4 billion, primarily related to our typical working capital cycle. Discretionary spending for the first six months of 2025 was $641.6 million, compared to $1.5 billion for the first six months of 2024, which included $790.3 million for acquisition of businesses and interests in affiliates, net of cash acquired. Discretionary spending for the first six months of 2025 was comprised of capital expenditures of $71.6 million, dividends paid to common shareholders of $277.4 million, dividends paid to shareholders of noncontrolling interests of $34.3 million, repurchases of our common stock, net of proceeds from vesting of restricted stock awards and related tax benefits and common stock sold under our employee stock purchase plan of $210.1 million, the acquisition of additional shares of noncontrolling interests, and payment of contingent purchase price obligations of $48.2 million. Based on past performance and current expectations, we believe that net cash provided by operating activities and cash and cash equivalents will be sufficient to meet our non-discretionary cash requirements for the next twelve months. In addition, and over the longer term, our Credit Facility is available to fund our working capital and contractual obligations.

Previous wording

At March 31, 2025, our foreign subsidiaries held approximately $1.8 billion of our total cash and cash equivalents of $3.4 billion. Substantially all of the cash is available to us, net of any foreign withholding taxes payable upon repatriation to the United States.

Current wording

At June 30, 2025, our foreign subsidiaries held approximately $1.7 billion of our total cash and cash equivalents of $3.3 billion. Substantially all of the cash is available to us, net of any foreign withholding taxes payable upon repatriation to the United States.

Previous wording

At March 31, 2025, our net debt position, which we define as total debt, including short-term debt, less cash and cash equivalents, increased $1.0 billion to $2.8 billion from December 31, 2024. The increase in net debt primarily resulted from the use of cash of $786.8 million for operating activities, which included the use for operating capital of $1.2 billion, primarily related to our typical working capital requirement during the period and discretionary spending of $253.7 million, as discussed above.

Current wording

At June 30, 2025, our net debt position, which we define as total debt, including short-term debt, less cash and cash equivalents, increased $1.3 billion to $3.0 billion from December 31, 2024. The increase in net debt primarily resulted from the use of cash of $576.7 million for operating activities, which included the use for operating capital of $1.4 billion, primarily related to our typical working capital requirement during the period and discretionary spending of $641.6 million, as discussed above.

Previous wording

Omnicom and its wholly owned finance subsidiary, Omnicom Capital Inc., or OCI, are co-obligors under the 3.60% Senior Notes due April 2026. These notes are a joint and several liability of Omnicom and OCI, and Omnicom unconditionally guarantees OCI’s obligations with respect to the notes. OCI provides funding for our operations by incurring debt and lending the proceeds to our operating subsidiaries. OCI’s assets primarily consist of cash and cash equivalents and intercompany loans made to our operating subsidiaries, and the related interest receivable. There are no restrictions on the ability of OCI or Omnicom to obtain funds from our subsidiaries through dividends, loans, or advances. Such notes are senior unsecured obligations that rank equal in right of payment with all existing and future unsecured senior indebtedness.

Current wording

Omnicom and its wholly owned finance subsidiary, Omnicom Capital Inc., or OCI, are co-obligors under the 3.60% Senior Notes due April 2026, accordingly it has been reclassified to current liabilities on the balance sheet. These notes are a joint and several liability of Omnicom and OCI, and Omnicom unconditionally guarantees OCI’s obligations with respect to the notes. OCI provides funding for our operations by incurring debt and lending the proceeds to our operating subsidiaries. OCI’s assets primarily consist of cash and cash equivalents and intercompany loans made to our operating subsidiaries, and the related interest receivable. There are no restrictions on the ability of OCI or Omnicom to obtain funds from our subsidiaries through dividends, loans, or advances. Such notes are senior unsecured obligations that rank equal in right of payment with all existing and future unsecured senior indebtedness.

Previous wording

The Credit Facility has a financial covenant that requires us to maintain a Leverage Ratio of consolidated indebtedness to consolidated EBITDA (earnings before interest, taxes, depreciation, amortization and non-cash charges) of no more than 3.5 times for the most recently ended 12-month period. At March 31, 2025, we were in compliance with this covenant as our Leverage Ratio was 2.4 times. The Credit Facility does not limit our ability to declare or pay dividends or repurchase our common stock.

Current wording

The Credit Facility has a financial covenant that requires us to maintain a Leverage Ratio of consolidated indebtedness to consolidated EBITDA (earnings before interest, taxes, depreciation, amortization and non-cash charges) of no more than 3.5 times for the most recently ended 12-month period. At June 30, 2025, we were in compliance with this covenant as our Leverage Ratio was 2.6 times. The Credit Facility does not limit our ability to declare or pay dividends or repurchase our common stock.

Previous wording

We have the ability to fund our day-to-day liquidity, including working capital, by issuing commercial paper or borrowing under the Credit Facility. During the three months ended March 31, 2025, there were no drawings under the Credit Facility, and no commercial paper issuances.

Current wording

We have the ability to fund our day-to-day liquidity, including working capital, by issuing commercial paper or borrowing under the Credit Facility. During the three and six months ended June 30, 2025, there were no drawings under the Credit Facility and no commercial paper issuances.

Previous wording

We provide marketing and communications services to several thousand clients that operate in nearly every sector of the global economy, and we grant credit to qualified clients in the normal course of business. Due to the diversified nature of our client base, we do not believe that we are exposed to a concentration of credit risk, as our largest client represented 2.7% of revenue for the twelve months ended March 31, 2025. However, during periods of economic downturn, the credit profiles of our clients could change.

Current wording

We provide marketing and communications services to several thousand clients that operate in nearly every sector of the global economy, and we grant credit to qualified clients in the normal course of business. Due to the diversified nature of our client base, we do not believe that we are exposed to a concentration of credit risk, as our largest client represented 2.6% of revenue for the twelve months ended June 30, 2025. However, during periods of economic downturn, the credit profiles of our clients could change.