What changed in this filing

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Item 9A. Controls and Procedures

2025-02-05 compared with 2024-02-07 · 269 added, 269 removed, 1156 unchanged (32% of the section changed)

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Based on that evaluation, our CEO and CFO concluded that our internal control over financial reporting was effective as of December 31, 2024.

Omnicom management excluded Flywheel Digital from its assessment of the effectiveness of Omnicom’s internal control over financial reporting as of December 31, 2024, in accordance with SEC staff guidance allowing management to exclude a recently acquired business from management’s report on internal control over financial reporting.

Flywheel Digital constituted two percent of total revenue for the year ended December 31, 2024 and two percent of total assets, excluding acquired goodwill and other intangible assets, as of December 31, 2024.

There have not been any changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

KPMG LLP, an independent registered public accounting firm that audited our consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on Omnicom’s internal control over financial reporting as of December 31, 2023, dated February 7, 2024, which is included on page F-2 of this 2023 Form 10-K.

KPMG LLP, an independent registered public accounting firm that audited our consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on Omnicom’s internal control over financial reporting as of December 31, 2024, dated February 5, 2025, which is included on page F-2 of this 2024 10-K.

Other Information

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The information required by this Item will be included in our definitive proxy statement, which is expected to be filed with the SEC within 120 days after December 31, 2024, in connection with the solicitation of proxies for our 2025 annual meeting of shareholders (the “2025 Proxy Statement”) and is incorporated herein by reference.

Our Code of Business Conduct includes our policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees and is reasonably designed to promote compliance with insider trading laws, rules and regulations, and New York Stock Exchange listing standards.

This policy, included in the “Insider Trading” section of our Code of Business Conduct, is included as Exhibit 19.

Executive Compensation

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(a)(3) Exhibits:

2.1 Agreement and Plan of Merger among Omnicom Group, Inc., EXT Subsidiary Inc.

and The Interpublic Group of Companies, Inc., dated as of December 8, 2024 (Exhibit 2.1 to our Current Report on Form 8-K (File No.

1-10551) filed on December 9, 2024 and incorporated herein by reference).

3(i) Restated Certificate of Incorporation of Omnicom Group Inc.

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1-10551) for the quarter ended September 30, 2011 and incorporated herein by reference).

3(ii) By-laws of Omnicom Group Inc., as amended and restated on December 11, 2018 (Exhibit 3.1 to our Current Report on Form 8-K (File No.

1-10551) dated December 14, 2018 and incorporated herein by reference).

3(ii) By-laws of Omnicom Group Inc., as amended and restated on October 17, 2024 (Exhibit 3.1 to our Current Report on Form 8-K (File No.

1-10551) dated October 17, 2024 and incorporated herein by reference).

4.1 Base Indenture, dated as of October 29, 2014, among Omnicom Group Inc., Omnicom Capital Inc.

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1-10551) dated October 29, 2014 (“October 29, 2014 8-K”) and incorporated herein by reference).

4.2 First Supplemental Indenture to the 2014 Base Indenture, dated as of October 29, 2014, among Omnicom Group Inc., Omnicom Capital Inc.

and Deutsche Bank Trust Company Americas, as trustee, in connection with the issuance of $750 million 3.65% Senior Notes due 2024 (Exhibit 4.2 to the October 29, 2014 8-K and incorporated herein by reference).

4.3 Form of 3.65% Notes due 2024 (included in Exhibit 4.2 to the October 29, 2014 8-K and incorporated herein by reference).

4.2 Second Supplemental Indenture to the 2014 Base Indenture, dated as of April 6, 2016, among Omnicom Group Inc., Omnicom Capital Inc.

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4.17 Form of 2.250% Senior Notes due 2033 (Included in Exhibit 4.2 to the November 22, 2021 8-K and incorporated herein by reference).

4.20 Description of Securities (Exhibit 4.20 to our Annual Report on Form 10-K (File No.

1-10551) for the year ended December 31, 2021 and incorporated herein by reference).

4.18 Base Indenture, dated as of March 6, 2024, among Omnicom Finance Holdings plc, as issuer, Omnicom Group Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (Exhibit 4.1 to our Current Report on Form 8-K (File No.

1-10551) dated March 6, 2024 and incorporated herein by reference).

4.19 First Supplemental Indenture, dated as of March 6, 2024, among Omnicom Finance Holdings plc, as issuer, Omnicom Group Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (Exhibit 4.2 to our Current Report on Form 8-K (File No.

1-10551) dated March 6, 2024 and incorporated herein by reference).

4.20 Form of 3.700% Notes due 2032 (included in Exhibit 4.2 to our Current Report on Form 8-K (File No.

1-10551) dated March 6, 2024 and incorporated herein by reference).

4.21 Fourth Supplemental Indenture, dated as of August 2, 2024, among Omnicom Group Inc., as issuer, and Deutsche Bank Trust Company Americas, as trustee (Exhibit 4.1 to our Current Report on Form 8-K (File No.

1-10551) dated July 30, 2024, and incorporated herein by reference).

4.22 Form of 5.300% Notes due 2034 (included in Exhibit 4.1 to our Current Report on Form 8-K (File No.

1-10551) dated July 30, 2024, and incorporated herein by reference).

4.23 Description of Securities (Exhibit 4.17 to our Registration Statement on Form S-3ASR (File No.

333-282748) filed on October 21, 2024 and incorporated herein by reference).

10.1 Third Amended and Restated Five Year Credit Agreement, dated as of June 2, 2023, by and among Omnicom Capital Inc., a Connecticut corporation, Omnicom Finance Limited, a private limited company organized under the laws of England and Wales, Omnicom Group Inc., a New York corporation, any other subsidiary of Omnicom Group Inc.

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10.2 Delayed Draw Term Loan Agreement, dated as of January 3, 2024, among Omnicom Capital Inc., a Connecticut corporation, Omnicom Group Inc., a New York corporation, the initial lenders named therein, Citibank, N.A., BofA Securities, Inc., Barclays Bank PLC, BNP Paribas Securities Corp., Deutsche Bank Securities Inc., HSBC Securities (USA), Inc., JPMorgan Chase Bank, N.A., Mizuho Bank, Ltd., Société Générale, Sumitomo Mitsui Banking Corporation, TD Securities (USA), LLC, U.S.

Bank National Association and Wells Fargo Securities, LLC, as lead arrangers and book managers, and Citibank, N.A., as administrative agent for the lenders (Exhibit 10.1 to our Current Report on Form 8-K (File No.

1-10551) dated January 5, 2024 and incorporated herein by reference).

10.3 Director Compensation and Director Compensation and Deferred Stock Program Stock Program (Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No.

10.3 Director Compensation and Deferred Stock Program Stock Program (As Amended, Effective January 1, 2020) (Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No.

1-10551) for the quarter ended March 31, 2020 (“March 31, 2020 10-Q”) and incorporated herein by reference).

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1-10551) for the year ended December 31, 1989 and incorporated herein by reference).

10.6 Senior Management Incentive Plan as amended and restated on December 12, 2023.

10.6 Senior Management Incentive Plan, As Amended and Restated on December 12, 2023 (Exhibit 10.6 to our Annual Report on Form 10-K (File No.

1-10551) for the year ended December 31, 2023 and incorporated herein by reference).

10.7 Omnicom Group Inc.

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1-10551) for the year ended December 31, 2011 and incorporated herein by reference).

10.8 Form of Award Agreement under the Omnicom Group Inc.

SERCR Plan (Exhibit 10.2 to our Current Report on Form 8-K (File No.

1-10551) dated December 13, 2006 and incorporated herein by reference).

10.8 Omnicom Group Inc.

SERCR Plan Amended and Restated Form of Award Agreement.

10.9 Form of Indemnification Agreement (Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No.

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10.16 Form of Grant Notice and Restricted Stock Unit Agreement (Exhibit 10.22 to 2010 10-K and incorporated herein by reference).

10.17 Form of Grant Notice and Performance Restricted Stock Unit Agreement (Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No.

1-10551) for the quarter ended June 30, 2011 and incorporated herein by reference).

10.17 2021 Incentive Award Plan – Performance Restricted Stock Unit Agreement - Form of Grant Notice and Agreement (Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No.

1-10551) for the quarter ended September 30, 2024 and incorporated herein by reference).

10.18 Omnicom Group Inc.

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10.24 Rochelle Tarlowe employment letter (Exhibit 10.3 to the March 31, 2020 10-Q and incorporated herein by reference).

10.25 Director Compensation and Deferred Stock Program (As amended, effective January 1, 2025).

19 “Insider Trading” Section of Omnicom Group Inc.

Code of Business Conduct.

21 Subsidiaries of the Registrant.

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97 Omnicom Group Inc.

Clawback Policy

Clawback Policy (Exhibit 97 to our Annual Report on Form 10-K (File No.

1-10551) for the year ended December 31, 2023 and incorporated herein by reference).

101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

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Based on that evaluation, our CEO and CFO concluded that our internal control over financial reporting was effective as of December 31, 2024.

There have not been any changes in our internal control over financial reporting during our fourth fiscal quarter that have materially affected or are reasonably likely to affect our internal control over financial reporting.

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Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Company acquired Flywheel Digital during 2024, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, Flywheel Digital’s internal control over financial reporting associated with 2% of total assets and 2% of total revenues included in the consolidated financial statements of the Company as of and for the year ended December 31, 2024.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Flywheel Digital.

Change in Accounting Principle

As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for segment disclosure as of January 1, 2024 due to the adoption of ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosure .

Basis for Opinions

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A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of

financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Evaluation of the sufficiency of audit evidence over revenue recognition

As discussed in Note 3 to the consolidated financial statements, the Company provides an extensive range of advertising, marketing and corporate communication services through its networks, practice areas and agencies, which operate in all major markets throughout the Americas, EMEA and Asia-Pacific regions.

As discussed in Note 3 to the consolidated financial statements, the Company provides an extensive range of marketing and sales solutions through its networks, practice areas and agencies, which operate in all major markets throughout the Americas, EMEA and Asia-Pacific regions.

Consolidated revenues across all disciplines and geographic markets was $15,689.1 million for the year-ended December 31, 2024.

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Cash and cash equivalents $ 4,339.4 $ 4,432.0

Short-term investments — 60.7

Accounts receivable, net of allowance for doubtful accounts of $ 15.0 and $ 17.2

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Cash flow hedge, net of tax 3.1 4.0 4.0

Defined benefit pension plans and postemployment arrangements:

Pension and other postemployment benefits:

Unrecognized actuarial gains (losses) and prior service cost for the period 18.7 ( 6.8 ) 58.4

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Income tax effect ( 7.3 ) 0.6 ( 20.0 )

Defined benefit plans and postemployment arrangements, net of tax

( 1.4 ) 49.1 32.8

Pension and other postemployment benefits, net of tax 17.2 ( 1.4 ) 49.1

Foreign currency translation adjustment ( 171.7 ) 98.9 ( 255.2 )

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Net change in noncontrolling interests ( 51.3 ) 72.4 29.5

Increase in noncontrolling interests from business combinations 130.6 48.0 84.5

Ending balance 552.4 608.8 524.3

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Amortization of intangible assets 105.6 80.3 80.3

Amortization of net deferred loss (gain) on interest rate swaps 5.3 5.4 ( 8.8 )

Share-based compensation 91.4 84.8 81.7

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Other, net ( 0.2 ) 3.0 ( 0.2 )

Increase (decrease) in operating capital ( 462.9 ) ( 844.0 ) 160.5

Decrease in operating capital ( 231.2 ) ( 462.9 ) ( 844.0 )

Net Cash Provided By Operating Activities 1,733.5 1,421.9 926.5

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The accompanying notes to the consolidated financial statements are an integral part of these statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in millions, except per share amounts.)

Presentation of Financial Statements

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Actual results could differ from those estimates and assumptions.

Unless otherwise noted, dollars in tables are in millions, except per share amounts.

Agreement to Acquire IPG

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 The Interpublic Group of Companies, Inc., or 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.

The completion of the Merger is subject to customary closing conditions, including the required regulatory approvals and the approval of the stockholders of both Omnicom and IPG.

If completed, the Merger is expected to have a material impact on our ongoing results of operations and financial condition.

In the fourth quarter of 2024, we recorded $ 14.6 million of acquisition transaction costs related to the Merger in selling, general and administrative expenses.

The results of IPG are not included in our 2024 results of operations or financial position.

Risks and Uncertainties

Global economic challenges, including geopolitical events, international hostilities, acts of terrorism, public health crises, high and sustained inflation in countries that comprise our major markets, high interest rates, and labor and supply chain issues could cause economic uncertainty and volatility.

Global economic 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 and labor and supply chain challenges could cause economic uncertainty and volatility.

The impact of these issues on our business will vary by geographic market and discipline.

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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, reductions in client revenue, changes in client creditworthiness and other developments.

Accounting Changes

On January 1, 2024, we adopted ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , or ASU 2023-07, that requires retrospective disclosure of significant expenses that are regularly provided to the chief operating decision maker (see Note 8 - Segment Reporting ).

ASU 2023-07 is effective for annual periods beginning January 1, 2024 and for interim periods beginning January 1, 2025.

ASU 2023-07 affects financial statement disclosure only, and its adoption did not affect our results of operations or financial condition.

On January 1, 2025, we adopted ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”), that requires, among other things, greater disaggregation of information in the rate reconciliation, and income taxes paid disaggregated by jurisdiction.

ASU 2023-09 affects financial statement disclosure only in 2025, and its adoption did not affect our results of operations or financial condition.

Significant Accounting Policies

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Revenue is recognized as the performance obligations are satisfied.

Our revenue is primarily derived from the planning and execution of advertising communications and marketing services in the following fundamental disciplines:

Advertising & Media, Precision Marketing, Commerce & Branding, Experiential, Execution & Support, Public Relations and Healthcare.

Our revenue is primarily derived from the planning and execution of advertising, marketing, and communications services in the following fundamental disciplines:

Media & Advertising, Precision Marketing, Public Relations, Healthcare, Branding & Retail Commerce, Experiential, and Execution & Support.

Our client contracts are primarily fees for service on a rate per hour or per project basis.

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In certain of our long-term client contracts, which have a term of up to one year, the performance obligation is a stand-ready obligation, because we provide a constant level of similar services over the term of the contract.

In other long-term contracts, when our services are not a stand-ready obligation, we consider our services distinct performance obligations and allocate the transaction price to each separate performance obligation based on its stand-alone selling price, including contracts for strategic media planning and buying services, which are considered to be multiple performance obligations, and we allocate the transaction price to each distinct service based on the staffing plan and the stand-alone selling price.

performance obligations, and we allocate the transaction price to each distinct service based on the staffing plan and the stand-alone selling price.

In substantially all of our creative services contracts, we have distinct performance obligations for our services, including certain creative services contracts where we act as an agent and arrange, at the client’s direction, for third parties to perform studio production efforts.

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For these client contracts, other than when we have a stand-ready obligation to perform services, revenue is recognized over time using input measures that correspond to the level of staff effort expended to satisfy the performance obligation on a rate per hour or equivalent basis.

For client contracts when we have a stand-ready obligation to perform services on an ongoing basis over the life of the contract, typically for periods up to one year, where the scope of these arrangements is broad and there are no significant gaps in performing the services, we recognize revenue using a time-based

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in millions, except per share amounts.)

measure resulting in a straight-line revenue recognition.

From time to time, there may be changes in the client service requirements during the term of a contract and the changes could be significant.

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In substantially all our businesses, we incur third-party costs on behalf of clients, including direct costs and incidental, or out-of-pocket costs.

Third-party direct costs incurred in connection with the creation and delivery of advertising or marketing communication services include, among others:

Third-party direct costs incurred in connection with the creation and delivery of advertising, marketing, and communications services include, among others:

purchased media, studio production services, specialized talent, including artists and other freelance labor, event marketing supplies, materials and services, promotional items, market research and third-party data and other related expenditures.

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However, the inclusion of billings related to third-party direct costs in revenue depends on whether we act as a principal or as an agent in the client arrangement.

In most of our businesses, including advertising, which also includes studio production efforts and media planning and buying services, public relations, healthcare advertising, precision marketing, commerce and branding businesses, we act as an agent and arrange, at the client’s direction, for third parties to perform certain services.

In most of our businesses, including advertising, which also includes studio production efforts and media planning and buying services, precision marketing, public relations, healthcare, and branding and retail commerce, we act as an agent and arrange, at the client’s direction, for third parties to perform certain services.

In these cases, we do not control the goods or services prior to the transfer to the client.

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In such arrangements, we also take pricing risk under the terms of the client contract.

In certain specialty media buying businesses, we act as principal when we control the buying process for the purchase of the media and contract directly with the media vendor.

In certain media buying businesses, we act as principal when we control the buying process for the purchase of the media and contract directly with the media vendor.

In these arrangements, we assume the pricing risk under the terms of the client contract.

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Some of our client arrangements include variable consideration provisions, which include performance incentives, tiered commission structures and vendor rebates in certain markets outside of the United States.

Variable consideration is estimated and included in total consideration at contract inception based on either the expected value method or the most likely outcome method.

Variable consideration is estimated and included in total consideration at contract inception based on either the expected value method or the

most likely outcome method.

These estimates are based on historical award experience, anticipated performance and other factors known at the time.

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Third-party service costs include vendor costs when we act as principal in providing services to our clients.

Third-party incidental costs, primarily consist of client-related travel and incidental out-of-pocket costs, which we bill back to the client directly at our cost and which we are required to include in revenue.

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 we bill 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.

SG&A expenses primarily consist of third-party marketing costs, professional fees and

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in millions, except per share amounts.)

compensation and benefits and occupancy and other costs of our corporate and executive offices, which includes group-wide finance and accounting, treasury, legal and governance, human resource oversight and similar costs.

SG&A expenses primarily consist of third-party marketing costs, professional fees and compensation and benefits and occupancy and other costs of our corporate and executive offices, which includes group-wide finance and accounting, treasury, legal and governance, human resource oversight and similar costs.

Cash and Cash Equivalents.

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We have a policy governing counterparty credit risk for financial institutions that hold our cash and cash equivalents and we have deposit limits for each institution.

Short-Term Investments.

Short-term investments represent time deposits with original maturities ranging from 91 to 364 days.

These investments are classified as held-to-maturity securities because we have the positive intent and ability to hold until maturity.

Held-to-maturity securities are carried at amortized cost, which approximates fair value.

Fair value is based on observable interest rates for similar securities.

Work in Process.

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Acquisition-related costs, including advisory, legal, accounting, valuation and other costs are expensed as incurred.

Certain acquisitions include an initial payment at closing and provide for future additional contingent purchase price payments (earn-outs), which are recorded as a liability at the acquisition date fair value using the discount rate in effect on the acquisition date.

Subsequent changes in the fair value of the liability are recorded in results of operations.

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Goodwill represents the excess of the acquisition cost over the fair value of the net assets acquired.

Goodwill is not amortized but is periodically reviewed for impairment.

Goodwill is not amortized but is reviewed for impairment.

Intangible assets comprise customer relationships, including the related customer contracts and trade names, and purchased and internally developed software and are amortized over their estimated useful lives ranging from five to twelve years.

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There is no estimated residual value for the intangible assets.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in millions, except per share amounts.)

In 2023, to better align with our internal financial processes, the date of our annual impairment test was changed from June 30 to May 1.

We will continue to evaluate goodwill for impairment at least annually on May 1 and whenever events or circumstances indicate the carrying value may not be recoverable.

We evaluate goodwill for impairment at least annually on May 1 and whenever events or circumstances indicate the carrying value may not be recoverable.

The impairment evaluation compares the fair value of each reporting unit, which we identified as our six agency networks, to its carrying value, including goodwill.

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The market assumptions used in our assessment reflected the current economic environment (see Note 1 - Risks and Uncertainties ).

Based on the results of the annual impairment test, we concluded that at May 1, 2023 and June 30, 2022, goodwill was not impaired because either the fair value of each reporting unit was substantially in excess of its respective net book value, or for reporting units with a negative book value, fair value of assets exceeds total assets.

Based on the results of the annual impairment test, we concluded that, at May 1, 2024 and 2023, goodwill was not impaired because either the fair value of each reporting unit was substantially in excess of its respective net book value, or for reporting units with a negative book value, fair value of assets exceeds total assets.

Subsequent to the annual goodwill impairment test, there have been no events or circumstances that triggered the need for an interim impairment test.

Debt Issuance Costs.

Debt issuance costs are capitalized and amortized in interest expense over the life of the related debt and are presented as a reduction to the carrying amount of debt.

Debt issuance costs are capitalized and amortized in interest expense over the term of the related debt and are presented as a reduction to the carrying amount of debt.

Temporary Equity - Redeemable Noncontrolling Interests.

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The intent of the parties is to approximate fair value at the time of redemption by using a multiple of earnings that is consistent with generally accepted valuation practices used by market participants in our industry.

These contingent redemption rights are embedded in the equity security at issuance, are not free-standing instruments, do not represent a de facto financing and are not under our control.

These contingent redemption rights are embedded in the equity security at issuance, are not free-standing instruments, do not represent a de facto financing and are not under our control, however, in almost all cases we have a similar protective call right to buy the security at fair value.

Treasury Stock.

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Foreign currency gains and losses for hyper-inflationary economies are recorded in results of operations.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in millions, except per share amounts.)

Share-Based Compensation.

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See Note 10 for additional information regarding our specific award plans.

Salary Continuation Agreements.

Arrangements with certain present and former employees provide for continuing payments for periods up to ten years after cessation of full-time employment in consideration for agreement by the employees not to compete with us and to render consulting services during the postemployment period.

Such payments, which are subject to certain limitations, including our operating performance during the postemployment period, represent the fair value of the services rendered and are expensed in such periods.

The liability for one-time termination benefits, such as severance pay or benefit payouts, is measured and recognized at fair value in the period the liability is incurred.

Subsequent changes to the liability are recognized in results of operations in the period of change.

Defined Benefit Pension Plans and Postemployment Arrangements .

The funded status of our defined benefit plans is recorded as an asset or liability.

Funded status is the difference between the fair value of plan assets and the benefit obligation at December 31, the measurement date, determined on a plan-by-plan basis.

The benefit obligation for the defined benefit plans is the projected benefit obligation, or PBO, which represents the actuarial present value of benefits expected to be paid upon retirement based on estimated future compensation levels.

The fair value of plan assets represents the current market value.

Overfunded plans, where the fair value of plan assets exceeds the benefit obligation, are aggregated and recorded as a prepaid pension asset equal to the excess.

Underfunded plans, where the benefit obligation exceeds the fair value of plan assets, are aggregated and recorded as a liability equal to the excess.

The benefit obligation liability for our postemployment arrangements is the PBO and these arrangements are not funded.

The current portion of the benefit obligation for the defined benefit plans and postemployment arrangements, which represents the actuarial present value of benefits payable in the next twelve months that exceed the fair value of plan assets, is recorded in other current liabilities and the long-term portion is recorded in long-term liabilities.

Pension and Other Postemployment Benefits .

We have various defined benefit and defined contribution plans throughout the world.

We have a Senior Executive Retention Plan and Key Executive Retention Plan that cover certain executives.

In addition, we have postemployment benefit plans for various key employees that primarily cover a period of 10 years after cessation of full-time employment.

We use various actuarial methods and assumptions in determining our net pension and postemployment benefit costs and obligations, including the discount rate used to determine the present value of future benefits, expected long-term rate of return on plan assets and compensation cost trends.

The overfunded or underfunded status of our pension and other postemployment benefit plans is recorded on the balance sheet (see Note 12 for additional information).

Deferred Compensation .

Some of our subsidiaries have deferred compensation arrangements with certain executives that provide for payments over varying terms upon retirement, cessation of employment or death.

The cost of these arrangements is accrued during the employee’s service period.

The cost of these arrangements is accrued during the employee’s service period, and included in other long-term liabilities except for the current portion.

Income Taxes.

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All ROU assets are reviewed for impairment.

The lease liability is initially measured as the present value of

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in millions, except per share amounts.)

the lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, our secured incremental borrowing rate for the same term as the underlying lease.

For real estate and certain equipment operating leases, we use our secured incremental borrowing rate.

The lease liability is initially measured as the present value of the lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, our secured incremental borrowing rate for the same term as the underlying lease.

For real estate and certain equipment operating leases, we

use our secured incremental borrowing rate.

For finance leases, we use the rate implicit in the lease or our secured incremental borrowing rate if the implicit lease rate cannot be determined.

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Concentration of Credit Risk.

We provide advertising, marketing and corporate communications services to several thousand clients that operate in nearly every industry sector of the global economy, and we grant credit to qualified clients in the normal course of business.

We provide data-inspired, creative marketing and sales solutions to several thousand clients that operate in nearly every industry 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 accounted for 2.7 % of revenue in 2024.

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Changes in the fair value of a fair value hedge are offset against the change in fair value of the hedged asset, liability or firm commitment through results of operations.

Gains and losses on a terminated fair value hedge of our long-term debt are included in long-term debt and are amortized over the remaining term of the respective debt that was hedged.

Changes in the fair value of a cash flow hedge are recognized in other comprehensive income until the hedged item is recognized in results of operations.

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We use unadjusted quoted market prices for similar assets and liabilities in active markets and model-derived valuations and classify such items in Level 2.

In determining the fair value of financial assets and liabilities, we consider certain market valuation adjustments that market participants would consider in determining fair value, including:

counterparty credit risk adjustments applied to financial assets and liabilities, taking into account the actual credit risk of the counterparty when valuing assets measured at fair value and credit risk adjustments applied to reflect our credit risk when valuing liabilities measured at fair value.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in millions, except per share amounts.)

In determining the fair value of financial assets and liabilities, we consider certain market valuation adjustments that market participants would consider in determining fair value, including, counterparty credit risk adjustments applied to financial assets and liabilities, taking into account the actual credit risk of the counterparty when valuing assets measured at fair value and credit risk adjustments applied to reflect our credit risk when valuing liabilities measured at fair value.

Nature of our services

We provide an extensive range of advertising, marketing and corporate communications services through various client-centric networks that are organized to meet specific client objectives.

We provide data-inspired, creative marketing and sales solutions through various client-centric networks that are organized to meet specific client objectives.

Our networks, practice areas and agencies provide a comprehensive range of services in the following fundamental disciplines:

Advertising & Media, Precision Marketing, Commerce & Branding, Experiential, Execution & Support, Public Relations and Healthcare.

Advertising & Media include creative services across digital and traditional media, strategic media planning and buying, performance media and data analytics services.

Precision Marketing includes digital and direct marketing, digital transformation consulting and data and analytics.

Commerce & Branding services include brand and product consulting, strategy and research, retail and e-commerce.

Experiential marketing services include live and digital events and experience design and execution.

Execution & Support includes field marketing, sales support, digital and physical merchandising, point-of-sale and product placement, as well as other specialized marketing and custom communications services.

Media & Advertising, Precision Marketing, Public Relations, Healthcare, Branding & Retail Commerce, Experiential, and Execution & Support.

Media & Advertising includes creative services across digital and traditional media, strategic media planning and buying, performance media, data analytics services, and Omnicom Production.

Precision Marketing includes digital and direct marketing, digital transformation consulting, e-commerce operations, media execution, market intelligence and data and analytics.

Public Relations services include corporate communications, crisis management, public affairs and media and media relations services.

Healthcare includes corporate communications and advertising and media services to global healthcare and pharmaceutical companies.

Branding & Retail Commerce services include brand and product consulting, strategy and research and retail marketing.

Experiential marketing services include live and digital events and experience design and execution.

At the core of all our services is the ability to create or develop a client’s marketing or corporate communications message into content that can be delivered to a target audience across different communications mediums.

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2024 2023 2022

Advertising & Media $ 7,891.2 $ 7,433.9 $ 7,966.2

Media & Advertising $ 8,466.2 $ 7,891.2 $ 7,433.9

Precision Marketing 1,820.9 1,473.5 1,426.6

Commerce & Branding 853.7 848.1 802.2

Experiential 651.4 635.6 536.0

Execution & Support 880.8 1,069.9 1,115.9

Public Relations 1,679.2 1,578.9 1,552.7

Healthcare 1,354.7 1,362.7 1,322.3

Branding & Retail Commerce 792.9 853.7 848.1

Experiential 731.5 651.4 635.6

Execution & Support 843.7 880.8 1,069.9

Revenue $ 15,689.1 $ 14,692.2 $ 14,289.1

Effective January 1, 2023, we realigned the classification of certain services, primarily within our Commerce & Branding, Execution & Support and Experiential disciplines and prior year amounts have been reclassified.

Revenue by geographic market:

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Asia-Pacific includes Australia, Greater China, India, Japan, Korea, New Zealand, Singapore and other Asian countries.

Revenue in the United States in 2023, 2022 and 2021 was $ 7,471.6 million, $ 7,367.3 million and $ 7,245.9 million, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in millions, except per share amounts.)

Revenue in the United States for 2024, 2023 and 2022 was $ 8,186.5 million, $ 7,471.6 million and $ 7,367.3 million, respectively.

Contract balances

Contract balances include work in process and customer advances, which primarily consist of advance billings to customers in accordance with the terms of the client contracts, primarily for the reimbursement of third-party costs.

Contract balances include work in process and customer advances that primarily consist of advance billings to customers in accordance with the terms of the client contracts, primarily for the reimbursement of third-party costs.

Work in process:

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Customer advances $ 1,336.1 $ 1,356.2

There were no impairment losses to work in process recorded in 2023 or 2022.

There were no impairment charges to work in process recorded in 2024 or 2023.

Net Income per Share

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Business Combinations

In 2023, we completed six acquisitions that increased goodwill by $ 340.0 million.

In addition, during 2023, we acquired additional equity interests in certain majority owned subsidiaries, which are accounted for as equity transactions, and no additional goodwill was recorded.

None of the acquisitions in 2023, either individually or in the aggregate, were material to our results of operations or financial position.

In 2024, we completed two acquisitions that increased goodwill by $ 784.0 million.

On January 2, 2024 , we acquired Flywheel Digital, the digital commerce business of Ascential plc, for a net cash purchase price of approximately $ 845 million .

Since the acquisition occurred subsequent to December 31, the allocation of the purchase price to the underlying assets acquired and liabilities assumed is subject to a formal valuation process that has not yet been completed.

The major assets acquired include trade receivables, goodwill and intangible assets, and the major liabilities assumed include trade and other payables.

The Flywheel Digital acquisition is not material to our results of operations and financial position.

We will include the results of Flywheel Digital in our 2024 results of operations from the date of acquisition.

In the fourth quarter of 2023 we incurred transaction costs of $ 14.5 million primarily related to the acquisition of Flywheel Digital.

The principal tangible assets and liabilities acquired were net working capital, and the intangible assets acquired were primarily comprised of customer relationships, intellectual property and trade names aggregating $ 182.6 million and goodwill of $ 672.5 million.

We expect goodwill attributed to the U.S.

operations of Flywheel Digital to be tax deductible.

In addition, during 2024, we acquired additional equity interests in certain majority owned subsidiaries, which are accounted for as equity transactions, and no additional goodwill was recorded.

None of the acquisitions in 2024, either individually or in the aggregate, were material to our results of operations or financial condition.

The evaluation of potential acquisitions is based on various factors, including specialized know-how, reputation, geographic coverage, competitive position and service offerings, as well as our experience and judgment.

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Certain acquisitions include an initial payment at closing and provide for future additional contingent purchase price payments (earn-outs), which are derived using the performance of the acquired company and are based on predetermined formulas.

At December 31, 2023 and 2022, contingent purchase price obligations were $ 229.5 million and $ 115.0 million, respectively, of which $ 62.4 million and $ 39.2 million, respectively, are recorded in other current liabilities.

At December 31, 2024 and 2023, contingent purchase price obligations were $ 220.1 million and $ 229.5 million, respectively, of which $ 56.0 million and $ 62.4 million, respectively, are current liabilities.

For each acquisition, we undertake a detailed review to identify other intangible assets that are required to be valued separately.

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A significant portion of the identifiable intangible assets acquired is derived from customer relationships, including the related customer contracts, as well as trade names.

One of the primary drivers in executing

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in millions, except per share amounts.)

our acquisition strategy is the existence of, or the ability to, expand our existing client relationships.

One of the primary drivers in executing our acquisition strategy is the existence of, or the ability to, expand our existing client relationships.

The expected benefits of our acquisitions are typically shared across multiple agencies and regions.

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$ 10,677.4 $ 10,082.3

The increase in goodwill in 2024 is primarily attributable to the acquisition of Flywheel Digital.

There were no goodwill impairment losses recorded in 2024 or 2023, and there are no accumulated goodwill impairment losses.

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Amortization Net

Purchased and internally developed software

Acquired intangible assets and internally developed strategic platform assets

$ 1,096.1 $ ( 606.1 ) $ 490.0 $ 902.6 $ ( 572.9 ) $ 329.7

Customer related and other 861.4 ( 557.0 ) 304.4 758.5 ( 510.8 ) 247.7

Other purchased and internally developed software

258.3 ( 226.3 ) 32.0 327.9 ( 290.7 ) 37.2

Intangible Assets $ 1,354.4 $ ( 832.4 ) $ 522.0 $ 1,230.5 $ ( 863.6 ) $ 366.9

The increase in the gross carrying value of acquired intangible assets was primarily related to the $ 182.6 million of combined customer relationships, intellectual property and trade name for Flywheel Digital.

Amortization of intangible assets:

Year Ended December 31,

2024 2023 2022

Acquired intangible assets and internally developed

strategic platform assets $ 87.5 $ 61.8 $ 58.8

Other purchased and internally developed software 18.1 18.5 21.5

Amortization Expense $ 105.6 $ 80.3 $ 80.3

Credit Facilities

In June 2023, we amended our existing $ 2.5 billion unsecured multi-currency revolving credit facility, or Credit Facility, to, among other things, extend its termination date to June 2, 2028 , and transition the benchmark rate for U.S.

Dollar denominated loans from LIBOR to the Secured Overnight Financing Rate, or SOFR.

We have the ability to issue up to $ 2 billion of U.S.

Our $ 2.5 billion unsecured multi-currency revolving credit facility, or Credit Facility, terminates on June 2, 2028 .

We can 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.

During 2021 and 2022, we did not issue commercial paper.

For the year ended December 31, 2023, the maximum amount of commercial paper issued was $ 200 million, the average amount outstanding was $ 5.1 million, the average days outstanding were 1.7 days, and the weighted average interest rate was 5.24 %.

At December 31, 2023, there were no outstanding borrowings under the Credit Facility and no outstanding commercial paper issuances.

In addition, certain of our international subsidiaries have uncommitted credit lines that are guaranteed by Omnicom aggregating $ 517.4 million.

All of these facilities provide additional liquidity sources for operating capital and general corporate purposes.

The Credit Facility contains 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.

During 2024, we did not issue commercial paper.

In 2023, we had a maximum of $ 200 million of commercial paper outstanding during the year, the average amount outstanding was $ 5.1 million, the average days outstanding were 1.7 days, and the weighted average interest rate was 5.24 %.

At December 31, 2024, there were no outstanding borrowings under the Credit Facility and no outstanding commercial paper issuances.

The Credit Facility has a financial covenant that requires us to maintain a Leverage Ratio of consolidated indebtedness to consolidated EBITDA (earnings before interest, taxes, depreciation, amortization and non-cash charges) of no more than 3.5 times for the most recently ended 12-month period.

At December 31, 2024, 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.

On January 3, 2024, we entered into a Delayed Draw Term Loan Agreement, or Term Loan Facility, that provides for a delayed-draw term loan up to an aggregate principal amount of $ 600 million.

The Term Loan Facility terminates on December 31, 2026 , and contains a financial covenant that requires us to maintain a Leverage Ratio of consolidated indebtedness to consolidated EBITDA of no more than 3.5 times for the most recently ended 12-month period.

The Term Loan Facility does not limit our ability to declare or pay dividends or repurchase our common stock.

The $ 600 million Delayed Draw Term Loan Agreement automatically terminated on July 15, 2024 .

Short-Term Debt

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Due to the short-term nature of this debt, carrying value approximates fair value.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in millions, except per share amounts.)

Long-Term Debt

3.65 % Senior Notes due 2024

$ 750.0 $ 750.0

3.60 % Senior Notes due 2026

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€ 600 Million 3.70 % Senior Notes due 2032

£ 325 Million 2.25 % Senior Notes due 2033

5.30 % Senior Notes due 2034

Long-Term Debt, Gross 6,073.0 5,669.9

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Unamortized deferred gain (loss) from settlement of interest rate swaps ( 0.8 ) ( 0.2 )

Long-Term Debt, including current portion 6,035.3 5,639.6

Current portion — ( 750.5 )

Long-Term Debt $ 6,035.3 $ 4,889.1

Our 2.45 % Senior Notes due 2030, 4.20 % Senior Notes due 2030 and 2.60 % Senior Notes due 2031 are senior unsecured obligations of Omnicom that rank equal in right of payment with all existing and future unsecured senior indebtedness.

Omnicom and its wholly owned finance subsidiary, Omnicom Capital Inc., or OCI, are co-obligors under the 3.65 % Senior Notes due 2024 and the 3.60 % Senior Notes due 2026.

On August 2, 2024, Omnicom issued $ 600 million 5.30 % Senior Notes due 2034.

The net proceeds from the issuance after deducting the underwriting discount and offering expenses, were $ 592.4 million.

The net proceeds from the issuance, along with available cash, were used to fund the repayment of our $ 750 million 3.65 % Senior Notes on November 1, 2024.

On March 6, 2024, Omnicom Finance Holdings plc, or OFH, a U.K.-based wholly owned subsidiary of Omnicom, issued € 600 million 3.70 % Senior Notes due 2032.

The net proceeds from the issuance, after deducting the underwriting discount and offering expenses, were $ 643.1 million and were used for general corporate purposes, including working capital expenditures, acquisitions and repurchases of our common stock.

Our 2.45 % Senior Notes due 2030, 4.20 % Senior Notes due 2030, 2.60 % Senior Notes due 2031 and 5.30 % Senior Notes due 2034 are senior unsecured obligations of Omnicom that rank equal in right of payment with all existing and future unsecured senior indebtedness.

Omnicom and its wholly owned finance subsidiary, Omnicom Capital Inc., or OCI, are co-obligors under the 3.60 % Senior Notes due 2026.

These notes are a joint and several liability of Omnicom and OCI, and Omnicom unconditionally guarantees OCI’s obligations with respect to the notes.

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Such notes are senior unsecured obligations that rank equal in right of payment with all existing and future unsecured senior indebtedness.

Omnicom and OCI have, jointly and severally, fully and unconditionally guaranteed the obligations of Omnicom Finance Holdings plc, or OFH, a U.K.-based wholly owned subsidiary of Omnicom, with respect to the € 500 million 0.80 % Senior Notes due 2027 and the € 500 million 1.40 % Senior Notes due 2031, collectively the Euro Notes.

Omnicom and OCI have, jointly and severally, fully and unconditionally guaranteed the obligations of OFH with respect to the € 500 million 0.80 % Senior Notes due 2027 and the € 500 million 1.40 % Senior Notes due 2031, and Omnicom has fully and unconditionally guaranteed the obligations of OFH with respect the € 600 million 3.70 % Senior Notes due 2032, collectively the Euro Notes.

OFH’s assets consist of its investments in several wholly owned finance companies that function as treasury centers, providing funding for various operating companies in Europe, Australia and other countries in the Asia-Pacific region.

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There are no restrictions on the ability of Omnicom, OCI or OFH to obtain funds from their subsidiaries through dividends, loans or advances.

The Euro Notes and the related guarantees are senior unsecured obligations that rank equal in right of payment with all existing and future unsecured senior indebtedness of OFH and each of Omnicom and OCI, respectively.

Omnicom has fully and unconditionally guaranteed the obligations of Omnicom Capital Holdings plc, or OCH, a U.K.-based wholly owned subsidiary of Omnicom, with respect to the £ 325 million 2.25 % Senior Notes due 2033, or Sterling Notes.

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The finance companies’ assets consist of cash and cash equivalents and intercompany loans that they make or have made to the operating companies in their respective regions and the related interest receivable.

There are no restrictions on the ability of Omnicom or OCH to obtain funds from their subsidiaries through dividends, loans or advances.

There are no restrictions on the ability of Omnicom or OCH to obtain funds

from their subsidiaries through dividends, loans or advances.

The Sterling Notes and the related guarantee are senior unsecured obligations that rank equal in right of payment with all existing and future unsecured senior indebtedness of OCH and Omnicom, respectively.

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Long-Term Debt, Gross $ 6,073.0

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in millions, except per share amounts.)

Interest Expense

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Long-term debt $ 194.9 $ 165.1 $ 164.7

Fees and early redemption payments 4.8 4.6 43.4

Fees 4.4 4.8 4.6

Pension and other interest 50.3 50.5 35.8

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Our networks, virtual client networks and agencies increasingly share clients and provide clients with integrated services.

The main economic components of each agency are employee compensation and related costs, direct service costs and occupancy and other costs which include rent and occupancy costs, technology costs and other overhead expenses.

Therefore, given these similarities, we aggregate our six operating segments, which are our agency networks, into one reporting segment.

The chief operating decision maker, or CODM, reviews segment operating income for each network and allocates resources accordingly.

The CODM includes Omnicom’s chief executive officer, chief financial officer and chief operating officer.

Segment operating results include allocations of costs, including information technology, and other shared services costs, that are allocated using metrics designed to correlate the allocation with consumption.

Segment revenue, segment operating expenses and segment operating income of our operating segments:

Year Ended December 31,

2024 2023 2022

Revenue $ 15,689.1 $ 14,692.2 $ 14,289.1

Segment Operating Expenses:

Salary and service costs:

Salary and related costs $ 7,441.4 $ 7,212.8 $ 7,197.9

Third-party service costs 3,348.6 2,917.9 2,585.5

Third-party incidental costs 642.5 570.5 542.5

Total salary and service costs 11,432.5 10,701.2 10,325.9

Occupancy and other costs 1,274.4 1,168.8 1,168.6

Segment cost of services 12,706.9 11,870.0 11,494.5

Selling, general and administrative expenses 408.1 393.7 378.5

Depreciation and amortization 241.7 211.1 219.4

Total segment operating expenses 13,356.7 12,474.8 12,092.4

Segment Operating Income $ 2,332.4 $ 2,217.4 $ 2,196.7

Reconciliation of segment operating income to operating income and income before income taxes and income from equity method investments:

Year Ended December 31,

2024 2023 2022

Segment Operating Income $ 2,332.4 $ 2,217.4 $ 2,196.7

Real estate and other repositioning costs 57.8 191.5 —

Changes arising from the effects of the war in Ukraine — — 113.4

Gain on disposition of subsidiary — ( 78.8 ) —

Operating Income $ 2,274.6 $ 2,104.7 $ 2,083.3

Interest Expense 247.9 218.5 208.6

Interest Income 100.9 106.7 70.7

Income Before Income Taxes and Income From Equity Method Investments $ 2,127.6 $ 1,992.9 $ 1,945.4

We reconcile segment operating income to income before income taxes and income from equity method investments as income tax expense is reviewed at the consolidated level and the segment managers are not held accountable for performance of net income.

The agency networks' regional reporting units comprise three principal regions:

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Equity Method Investments

Income from our equity method investments was $ 5.2 million in each of 2023 and 2022 and $ 7.5 million in 2021.

Income from our equity method investments was $ 6.9 million in 2024 and $ 5.2 million in each of 2023 and 2022.

At December 31, 2024 and 2023, our proportionate share in the net assets of the equity method investments was $ 12.7 million and $ 17.0 million, respectively.

Equity method investments are not material to our results of operations or financial position;

Equity method investments are not material to our results of operations or financial condition;

therefore, summarized financial information is not required to be presented.

Share-Based Compensation Plans

Share-based incentive awards are granted to employees under the 2021 Incentive Award Plan, or the 2021 Plan, which was approved by the shareholders.

Share-based incentive awards are granted to employees under the 2021 Incentive Award Plan, or the 2021 Plan, that was approved by the shareholders.

The 2021 Plan is administered by the Compensation Committee of the Board of Directors, or the Compensation Committee.

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Excess tax benefits and deficiencies represent the difference between the actual compensation deduction for tax purposes, which is calculated as the difference between the grant date price of the award, and the price of our common stock on the vesting or exercise date.

Any excess tax benefit or deficiency related to share-based compensation is recorded in results of operations, as a component of income tax expense, upon vesting of restricted stock awards or exercise of stock options.

Upon vesting of restricted stock awards or exercise of stock options, any excess tax benefit or deficiency related to share-based compensation is recorded in results of operations, as a component of income tax expense.

In 2024 and 2023, we recognized a tax benefit of $ 12.3 million and $ 6.7 million, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in millions, except per share amounts.)

Stock Options

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$ 72.00 to $ 73.00 2,302,762 6.9 years 72.47 2,302,762 $ 72.47

$ 72.00 to $ 73.00 3,725,000 7.9 years $ 72.47 — $ 0.00

3,085,287 $ 71.65 2,302,762 $ 72.47

The grant date fair value for the 2022 and 2021 option awards of $ 12.60 and $ 8.47 , respectively, was determined using the Black-Scholes option valuation model.

The grant date fair value of $ 12.60 for the 2022 option awards was determined using the Black-Scholes option valuation model.

The assumptions, without adjusting for forfeitures and lack of liquidity, were:

in 2022, an expected life ranging from 6.5 years to 7.5 years, risk free interest rate ranging from 3.0 % to 3.1 %, expected volatility ranging from 24.5 % to 24.7 %, and dividend yield ranging from 4.2 % to 4.5 %, and in 2021, an expected life of 8.0 years, risk free interest rate of 1.4 %, expected volatility of 23 %, and dividend yield of 4.6 % .

an expected life ranging from 6.5 years to 7.5 years, risk free interest rate ranging from 3.0 % to 3.1 %, expected volatility ranging from 24.5 % to 24.7 %, and dividend yield ranging from 4.2 % to 4.5 %.

Restricted Stock

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Under most circumstances, the employee forfeits the shares if employment ceases prior to the end of the restriction period.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in millions, except per share amounts.)

Performance Restricted Stock Units

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Income Tax Expense $ 560.5 $ 524.9 $ 546.8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in millions, except per share amounts.)

Reconciliation from the statutory U.S.

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Effective tax rate 26.3 % 26.3 % 28.1 %

Our effective tax rate for 2023 decreased year-over-year to 26.3 % from 28.1 %.

The higher effective tax rate for 2022 was predominantly due to the non-deductibility of the $ 113.4 million of charges recorded in the first quarter of 2022, arising from the effects of the war in Ukraine, as well as an additional increase in income tax expense of $ 4.8 million related to the disposition of our businesses in Russia.

The Inflation Reduction Act of 2022, or IRA, levies a 1% excise tax on net stock repurchases after December 31, 2022.

The excise tax is recorded as a cost of acquiring treasury stock and is not material.

Additionally, the IRA imposes a 15% corporate alternative minimum tax, or CAMT, for tax years beginning after December 31, 2022.

The CAMT is not expected to have a material impact on our results of operations or financial position.

Numerous foreign jurisdictions have enacted or are in the process of enacting legislation to adopt a minimum effective tax rate described in the Global Anti-Base Erosion, or Pillar Two, model rules issued by the Organization for Economic Co-operation and Development, or OECD.

Our effective tax rate for 2024 remained flat year-over-year at 26.3 %.

The effective tax rate for 2024 was favorably impacted by the windfall tax benefit on share-based compensation.

The effective tax rate for 2023 includes an increase of approximately $ 10.7 million in income tax expense related to a lower tax benefit in certain jurisdictions for the real estate and other repositioning costs in the period and an increase in the U.K.

statutory tax rate, partially offset by approximately $ 10.0 million of favorable impacts from the resolution of certain non-U.S.

tax positions.

A minimum effective tax rate of 15% would apply to multinational companies with consolidated revenue above €750 million.

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We are continuing to monitor the pending implementation of Pillar Two by individual countries and the potential effects of Pillar Two on our business.

We do not expect the provisions effective in 2024 will have a materially adverse impact on our results of operations, financial position or cash flows.

The provisions effective in 2024 did not have a materially adverse impact on our results of operations, financial condition or cash flows.

The Tax Cuts and Jobs Act of 2017, or the Tax Act, imposed a one-time tax, the transition tax, on the accumulated earnings of foreign subsidiaries.

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federal statutory income tax rate.

The international tax rate differentials in 2023 and 2022 are primarily attributed to our earnings in Germany, Australia, Italy, Japan and Canada being taxed at higher rates than the U.S.

The international tax rate differentials in 2024 and 2023 are primarily attributed to our earnings in Germany, Australia, Italy, Japan and Brazil being taxed at higher rates than the U.S.

statutory tax rate.

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We provided $ 5.5 million and $ 17.0 million in 2024 and 2023, respectively, for tax impact of GILTI.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in millions, except per share amounts.)

Deferred tax assets and liabilities and balance sheet classification:

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Basis differences from short-term assets and liabilities 27.6 33.3

Other, net 19.5 ( 18.6 )

Capitalized research and development expenditures 106.8 64.8

Deferred tax assets 401.9 371.7

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Financial instruments — 0.9

Other 44.4 45.3

Deferred tax liabilities $ 801.2 $ 808.4

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Tax returns in the U.K., France and Germany have been examined through 2021, 2019 and 2017, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in millions, except per share amounts.)

Pension and Other Postemployment Benefits

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plans, which include statutory plans, are not subject to ERISA and cover approximately 12,000 participants.

We have a Senior Executive Restrictive Covenant and Retention Plan, or Retention Plan, for certain executive officers selected by the Compensation Committee.

The Retention Plan is a non-qualified deferred compensation severance plan that is not subject to ERISA.

The Retention Plan was adopted to secure non-competition, non-solicitation, non-disparagement and ongoing consulting services from such executive officers and to strengthen the retention aspect of executive officer compensation.

The Retention Plan provides annual payments upon termination following at least seven years of service with Omnicom or its subsidiaries to the participants or to their beneficiaries.

We have a Senior Executive Restrictive Covenant and Retention Plan, or Senior Executive Retention Plan, for certain executive officers and senior executives selected by the Compensation Committee.

In 2024, we adopted a Key Executive Restrictive Covenant and Retention Plan, or Key Executive Retention Plan, for certain key employees who are not executive officers selected by the Compensation Committee.

These plans are non-qualified deferred compensation severance plans that are not subject to ERISA.

These plans were adopted to secure non-competition, non-solicitation, non-disparagement and ongoing consulting services from such individuals and to strengthen the retention aspect of executive officer, senior executive or key executive compensation.

The Senior Executive Retention Plan provides annual payments to the participants or to their beneficiaries upon termination following at least seven years of service with Omnicom or its subsidiaries.

A participant’s annual benefit is payable for 15 consecutive calendar years following termination, but in no event prior to age 55.

The annual benefit is equal to the lesser of (i) the participant’s final average pay times an applicable percentage, which is based upon the executive’s years of service as an executive officer, not to exceed 35% or (ii) $1.5 million adjusted for cost-of-living, beginning with the second annual payment, not to exceed 2.5% per year.

The Retention Plan is not funded, and benefits are paid when due.

Net periodic benefit expense:

Year Ended December 31,

The annual benefit is generally equal to the lesser of (i) the participant’s final average pay times an applicable percentage, which is based upon the executive’s years of service as an executive officer, not to exceed 35% or (ii) $1.5 million adjusted for cost-of-living, not to exceed 2.5% per year.

The Senior Executive Retention Plan is not funded, and benefits are paid when due.

The Key Executive Retention Plan provides annual payments to the participants or to their beneficiaries upon termination following at least six years of service from the date of the participant’s award agreement with Omnicom or its subsidiaries.

A participant’s annual benefit is payable for 12 consecutive calendar years following termination, but in no event prior to age 55.

The annual benefit is equal to the lesser of (i) the participant’s final average pay times an applicable percentage, which is based upon the employee’s years of service, not to exceed 65% or (ii) $1.0 million.

The annual benefit vests 100% after six years of service from the date of the award agreement.

The Key Executive Retention Plan is not funded, and benefits are paid when due.

Postemployment Arrangements

We have executive retirement agreements under which benefits will be paid to participants or to their beneficiaries over periods up to ten years beginning after cessation of full-time employment.

Our postemployment arrangements are unfunded and benefits are paid when due.

Pension and other postemployment benefits net periodic benefit expense:

Defined Benefit Pension Plans Postemployment Arrangements

Year Ended December 31, Year Ended December 31,

2024 2023 2022 2024 2023 2022

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Amortization of actuarial loss 0.8 0.7 4.0 0.2 — 2.5

$ 14.2 $ 11.4 $ 18.0

Included in AOCI at December 31, 2023 and 2022 were unrecognized costs for actuarial losses and prior service cost of $ 15.9 million ($ 11.0 million net of income taxes) and $ 23.4 million ($ 15.9 million net of income taxes), respectively, that have not yet been recognized in net periodic benefit cost.

Net Periodic Benefit Expense $ 9.1 $ 14.2 $ 11.4 $ 13.4 $ 12.9 $ 13.4

Included in AOCI for Defined Benefit Pension Plans at December 31, 2024 and 2023 were unrecognized costs for actuarial gains and losses and prior service cost of $ 6.5 million ($ 4.5 million net of income taxes) and $ 15.9 million ($ 11.0 million net of income taxes), respectively, that have not yet been recognized in net periodic benefit cost.

The unrecognized costs for actuarial gains and losses and prior service cost included in AOCI and expected to be recognized in net periodic benefit cost in 2025 is a benefit of $ 0.4 million.

Included in AOCI for Postemployment Arrangements at December 31, 2024 and 2023 were unrecognized costs for actuarial gains and losses and prior service cost of $ 25.3 million ($ 17.6 million net of income taxes) and $ 41.1 million ($ 28.8 million net of income taxes), respectively, that have not yet been recognized in the net periodic benefit cost.

The unrecognized costs for actuarial gains and losses and prior service cost included in AOCI and expected to be recognized in net periodic benefit cost in 2025 is $ 3.7 million.

Weighted average assumptions:

Year Ended December 31,

Defined Benefit Pension Plans Postemployment Arrangements

Year Ended December 31, Year Ended December 31,

2024 2023 2022 2024 2023 2022

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Experience gains and losses and the effects of changes in actuarial assumptions are generally amortized over a period no longer than the expected average future service of active employees.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in millions, except per share amounts.)

Our funding policy is to contribute amounts sufficient to meet minimum funding requirements in accordance with the applicable employee benefit and tax laws that the plans are subject to, plus such additional amounts as we may determine to be appropriate.

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Change in benefit obligation and fair value of plan assets:

Defined Benefit Pension Plans Postemployment Arrangements

Year Ended December 31, Year Ended December 31,

2024 2023 2024 2023

Benefit obligation:

January 1 $ 228.6 $ 289.4

Benefit obligation, January 1 $ 224.3 $ 228.6 $ 142.2 $ 130.8

Service cost 1.6 2.4 2.9 3.4

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Foreign currency translation 0.3 ( 2.9 ) — —

December 31 $ 224.3 $ 228.6

Benefit obligation, December 31 $ 216.0 $ 224.3 $ 126.6 $ 142.2

Fair value of plan assets:

January 1 $ 44.0 $ 63.0

Fair value of plan assets, January 1 $ 45.5 $ 44.0 $ — $ —

Actual return on plan assets 2.0 3.9 — —

2 unchanged sentences

Foreign currency translation and other ( 0.5 ) 1.2 — —

December 31 $ 45.5 $ 44.0

Funded status and balance sheet classification:

Funded Status $ ( 178.8 ) $ ( 184.6 )

Fair value of plan assets, December 31 $ 45.9 $ 45.5 $ — $ —

Funded status, December 31 $ ( 170.1 ) $ ( 178.8 ) $ ( 126.6 ) $ ( 142.2 )

Funded status recognized in the balance sheet:

Other assets $ 1.5 $ 2.1 $ — $ —

2 unchanged sentences

$ ( 170.1 ) $ ( 178.8 ) $ ( 126.6 ) $ ( 142.2 )

Weighted average assumptions:

Discount rate 5.2 % 4.6 % 5.3 % 4.6 %

Compensation increases 2.5 % 3.5 % 3.5 % 3.5 %

At December 31, 2024 and 2023, the accumulated benefit obligation for our defined benefit pension plans was $ 169.1 million and $ 179.5 million, respectively.

Plans with benefit obligations in excess of plan assets:

Defined benefit pension plans with benefit obligations in excess of plan assets:

Year Ended December 31,

Benefit obligation $ ( 208.3 ) $ ( 215.5 )

1 unchanged sentence

$ ( 171.6 ) $ ( 180.8 )

Weighted average assumptions:

Discount rate 4.6 % 4.4 %

Compensation increases 3.5 % 3.5 %

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in millions, except per share amounts.)

At December 31, 2023, the estimated benefits expected to be paid over the next 10 years:

At December 31, 2024, the estimated pension and other postemployment benefits expected to be paid over the next 10 years:

Defined Benefit Pension Plans Postemployment Arrangements

2025 $ 12.3 $ 13.5

Postemployment Arrangements

We have executive retirement agreements under which benefits will be paid to participants or to their beneficiaries over periods up to ten years beginning after cessation of full-time employment.

Our postemployment arrangements are unfunded, and benefits are paid when due.

Net periodic benefit expense:

Year Ended December 31,

2026 11.8 12.2

Service cost $ 3.4 $ 4.5 $ 4.8

Interest cost 5.7 2.6 2.1

Amortization of prior service cost 3.8 3.8 4.1

Amortization of actuarial loss — 2.5 3.9

Total Net Periodic Benefit Expense $ 12.9 $ 13.4 $ 14.9

Included in AOCI at December 31, 2023 and 2022 were unrecognized costs for actuarial losses and prior service cost of $ 41.1 million ($ 28.8 million net of income taxes) and $ 31.6 million ($ 21.9 million net of income taxes), respectively, that have not yet been recognized in the net periodic benefit cost.

The unrecognized costs for actuarial gains and losses and prior service cost included in AOCI and expected to be recognized in net periodic benefit cost in 2024 is $ 3.8 million.

Weighted average assumptions:

Year Ended December 31,

2027 12.6 13.7

Discount rate 4.7 % 1.8 % 1.4 %

Compensation increases 3.5 % 3.5 % 3.5 %

Experience gains and losses and effects of changes in actuarial assumptions are amortized over a period no longer than the expected average future service of active employees.

Benefit obligation and balance sheet classification:

January 1 $ 130.8 $ 153.0

Service cost 3.4 4.5

Interest cost 5.7 2.6

Amendments 6.9 5.8

Actuarial (gain) loss 6.3 ( 24.7 )

Benefits paid ( 10.9 ) ( 10.4 )

December 31 $ 142.2 $ 130.8

Other current liabilities $ 11.9 $ 10.5

Long-term liabilities 130.3 120.3

Total Benefit Obligation $ 142.2 $ 130.8

Weighted average assumptions:

Discount rate 4.6 % 4.8 %

Compensation increases 3.5 % 3.5 %

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in millions, except per share amounts.)

At December 31, 2023, the estimated benefits expected to be paid over the next 10 years:

2028 16.0 13.4

2029 22.2 12.7

2030 - 2034 102.0 48.0

Real Estate and Other Repositioning Costs

In connection with the transition to a flexible working environment, a hybrid model that allows for partial remote work, we took certain actions in the first quarter of 2023 to reduce and reposition our office lease portfolio.

In connection with our strategic initiatives, for the year ended December 31, 2024, operating expenses included $ 57.8 million ($ 42.9 million after-tax), primarily reflecting severance actions related to ongoing efficiency initiatives, including strategic agency consolidation in our smaller international markets and the launch of our centralized production strategy.

In connection with the transition to a flexible working environment, a hybrid model which allows for partial remote work, we took certain actions in the first quarter of 2023 to reduce and reposition our office lease portfolio.

In the second quarter of 2023, as a result of our continuing efforts to increase efficiencies and relevant skill sets to meet client demands, we incurred severance charges and other exit costs associated with rebalancing our workforce and consolidating operations in certain markets.

As a result, for the year ended December 31, 2023, operating expenses included $ 191.5 million ($ 145.5 million after tax), primarily related to non-cash impairment charges for the operating lease right-of-use, or ROU, assets, severance charges, and other exit costs.

As a result, for the year ended December 31, 2023, operating expenses included $ 191.5 million ($ 145.5 million after-tax), related to non-cash impairment charges for the operating lease right-of-use, or ROU, assets, severance charges, and other exit costs.

All severance and other costs were paid during the year ended December 31, 2023.

Substantially all of the operating lease payments related to the ROU assets will be paid out over three years.

Substantially all of the operating lease payments related to the ROU assets will be paid out through December 31, 2026 .

Dispositions of Subsidiaries

In April 2023, we disposed of certain research businesses included in our Execution & Support discipline.

In April 2023, we disposed of certain research businesses included in our Execution & Support discipline for the net proceeds of $ 180.5 million.

As a result, we recorded a pretax gain of $ 78.8 million.

The disposition will not have a material impact on our ongoing results of operations or financial position.

The disposition did not have a material impact on our ongoing results of operations or financial condition.

Charges Arising from the Effects of the War in Ukraine

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Interest paid $ 156.4 $ 162.8 $ 173.9

Interest paid for 2021 includes a $ 37.7 million cash payment on the early redemption of all the outstanding $1.25 billion principal amount of 3.625% Senior Notes due 2022.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in millions, except per share amounts.)

Non-cash increase in lease liabilities:

14 unchanged sentences

Operating lease cost:

Operating lease cost $ 209.6 $ 216.2

Variable lease cost 16.5 29.9

1 unchanged sentence

Sublease income ( 0.9 ) ( 3.7 )

Total Operating Leases 244.9 266.0

Total Operating Lease Cost $ 229.1 $ 244.9

Finance lease cost:

1 unchanged sentence

Interest 8.3 7.4

Total Finance Leases 66.3 60.8

Total Finance Lease Cost $ 67.2 $ 66.3

Total Lease Cost $ 296.3 $ 311.2

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Present Value of Lease Liabilities $ 1,018.7 $ 121.7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in millions, except per share amounts.)

Balance sheet classification of operating leases:

Operating Lease ROU Assets $ 1,043.6 $ 1,046.4

Lease liability:

Operating lease liability:

Other current liabilities $ 204.5 $ 217.3

12 unchanged sentences

Owners of noncontrolling equity interests in certain of our subsidiaries have the right in certain circumstances to require us to purchase all or a portion of their equity interest at fair value as defined in the applicable agreements.

In most cases we have a protective call right under similar terms.

Assuming that the subsidiaries perform at their current and projected profit levels, at December 31, 2024, the aggregate estimated amount we could be required to pay in future periods is $ 429.0 million, of which $ 179.6 million is currently exercisable by the holders.

4 unchanged sentences

In the ordinary course of business, we are involved in various legal proceedings.

We do not expect that these proceedings will have a material adverse effect on our business, results of operations or financial position.

We do not expect that such proceedings will have a material adverse effect on our business, results of operations or financial condition.

Accumulated Other Comprehensive Income (Loss)

Changes in AOCI, net of income taxes:

Hedge Defined Benefit Pension Plans and Postemployment Arrangements Foreign Currency Translation Total

Hedge Pension and Other Postemployment Benefits Foreign Currency Translation Total

January 1, 2023 $ ( 12.1 ) $ ( 41.3 ) $ ( 1,384.5 ) $ ( 1,437.9 )

5 unchanged sentences

December 31, 2024 $ ( 5.0 ) $ ( 25.5 ) $ ( 1,445.4 ) $ ( 1,475.9 )

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in millions, except per share amounts.)

Financial assets and liabilities measured at fair value on a recurring basis:

3 unchanged sentences

Cross currency swaps - net investment hedge $ 9.3 9.3

Foreign currency derivatives $ 0.1 $ 0.1

Contingent purchase price obligations $ 220.1 220.1

1 unchanged sentence

Cash and cash equivalents $ 4,432.0 $ 4,432.0

Short-term investments $ 60.7 60.7

Marketable equity securities 0.9 0.9

Foreign currency derivatives $ 0.1 $ 0.1

Cross currency swaps - net investment hedge $ 6.6 $ 6.6

10 unchanged sentences

Cash and cash equivalents $ 4,339.4 $ 4,339.4 $ 4,432.0 $ 4,432.0

Short-term investments — — 60.7 60.7

Marketable equity securities 0.9 0.9 0.9 0.9

Non-marketable equity securities 36.8 36.8 6.7 6.7

Cross currency swaps - net investment hedge 9.3 9.3 — —

Short-term debt $ 21.3 $ 21.3 $ 10.9 $ 10.9

6 unchanged sentences

The fair value of long-term debt is based on quoted market prices.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in millions, except per share amounts.)

Derivative Instruments and Hedging Activities

15 unchanged sentences

To manage this risk, at December 31, 2024, we had outstanding forward foreign exchange contracts with an aggregate notional amount of $ 4.7 million.

There were no outstanding forward foreign exchange contracts at December 31, 2023.

At December 31, 2023, there were no outstanding forward foreign exchange contracts.

Foreign currency derivatives are designated as fair value hedges;

therefore, any gain or loss in fair value incurred on those instruments is recorded in results of operations and is generally offset by decreases or increases in the fair value of the underlying exposure.

therefore, any gain or loss in fair value incurred on those instruments is recorded in results of operations and is generally offset by decreases or increases in the fair value of the underlying

By using these financial instruments, we reduce financial risk of adverse foreign exchange changes by foregoing any gain which might occur if the markets move favorably.

7 unchanged sentences

We receive net fixed U.S.

Dollar interest payments from the swaps, and we recorded a reduction of interest expense of $ 6.6 million and $ 1.2 million in 2023 and 2022, respectively.

At December 31, 2023 and 2022, the liability for the swap fair value was $ 6.6 million and $ 16.5 million, respectively, and was recorded in long-term liabilities.

Dollar interest payments from the swaps.

We recorded a reduction of interest expense of $ 6.6 million in each of 2024 and 2023.

At December 31, 2024, an asset of $ 9.3 million is recorded in other assets, and at December 31, 2023, a liability of $ 6.6 million is recorded in long-term liabilities, for the swap fair value.

Interest Rate Risk

We may use interest rate swaps to manage our interest cost and structure our long-term debt portfolio to achieve a mix of fixed rate and floating rate debt.

There were no interest rate swaps in 2023 and 2022.

Long-term debt at December 31, 2023 and 2022 consisted entirely of fixed-rate debt.

In 2024 and 2023, we did not have any interest rate swaps.

At December 31, 2024 and 2023, long-term debt consisted entirely of fixed-rate debt.

New Accounting Standards

On November 27, 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”), that requires disclosure of significant expenses that are regularly provided to the chief operating decision maker.

ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024.

ASU 2023-07 requires retrospective application in the period of initial application.

We will apply ASU 2023-07 for annual periods beginning on January 1, 2024, and for interim periods beginning on January 1, 2025.

ASU 2023-07 affects financial statement disclosure only, and its adoption will not affect our results of operations or financial position.

On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

ASU 2023-09 is effective for annual periods beginning after December 15, 2024.

We will apply ASU 2023-09 on January 1, 2025.

ASU 2023-09 affects financial statement disclosure only and its adoption will not affect our results of operations or financial position.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in millions, except per share amounts.)

On November 4, 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”), that requires, additional information about specific expense

categories in the notes to financial statements at interim and annual reporting periods.

ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and for interim periods beginning after December 15, 2027.

We will adopt ASU 2024-03 for annual periods beginning on January 1, 2027, and for interim periods beginning on January 1, 2028.

ASU 2024-03 affects financial statement disclosure only, and its adoption will not affect our results of operations or financial condition.

Subsequent Events

As described in Note 5, on January 2, 2024 , we acquired Flywheel Digital, the digital commerce business of Ascential plc, for a net cash purchase price of approximately $ 845 million .

As described in Note 7, on January 3, 2024, we entered into a Term Loan Facility that provides for a delayed-draw term loan up to an aggregate principal amount of $ 600 million.

We have evaluated events subsequent to the balance sheet date and determined there have not been any other events that have occurred that would require adjustment to or disclosure in the consolidated financial statements.

We have evaluated events subsequent to the balance sheet date and determined there have not been any events that have occurred that would require adjustment to or disclosure in the consolidated financial statements.

OMNICOM GROUP INC.

15 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures