What changed in this filing

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Item 1. Financial Statements

2025-10-22 compared with 2025-07-16 · 72 added, 62 removed, 464 unchanged (22% of the section changed)

4 unchanged sentences

(In millions)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Current Assets:

43 unchanged sentences

(In millions, except per share amounts)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

2025 2024 2025 2024

29 unchanged sentences

(In millions)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

2025 2024 2025 2024

21 unchanged sentences

(In millions, except per share amounts)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

2025 2024 2025 2024

37 unchanged sentences

(In millions)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash Flows From Operating Activities:

49 unchanged sentences

If completed, the Merger is expected to have a material impact on our ongoing 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.

On June 23, 2025, the U.S.

Federal Trade Commission concluded its antitrust review of Omnicom’s pending acquisition of IPG and reached agreement with Omnicom and IPG on a mutually acceptable consent order.

We continue to work to obtain required regulatory approvals.

During the three and nine months ended September 30, 2025, we recorded acquisition related costs of $ 60.8 million and $ 160.6 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 disclosed in these unaudited consolidated financial statements.

We have secured regulatory approvals for Omnicom’s pending acquisition of IPG in all required jurisdictions other than the European Union.

We are continuing to pursue the required EU regulatory approval and expect that the acquisition will close by the end of November 2025.

In the third quarter of 2025, in connection with the pending acquisition of IPG, Omnicom offered to exchange up to $2.95 billion of IPG’s outstanding senior notes (the "Existing IPG Notes") for new Omnicom notes, and solicited consents to amend the indentures governing the Existing IPG Notes.

Omnicom has received sufficient tenders and consents to consummate the exchange offer and consent solicitation, which is currently set to expire on October 31, 2025, subject to further extension.

The consummation of the exchange offer and consent solicitation is subject to the closing of the Merger and certain other conditions and will include cash as a consent payment aggregating up to $2.7 million.

Risks and Uncertainties

5 unchanged sentences

Accounting Changes

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

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

ASU 2023-09 affects financial statement disclosure only, which is not required until year end 2025 and, as a result, does not affect our results of operations or financial condition.

In December 2023, the Financial Accounting Standards Board, or FASB, issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”), which became effective for us in January 2025 and requires, among other things, greater disaggregation of information in the rate reconciliation and for paid income taxes to be disaggregated by jurisdiction.

ASU 2023-09 affects only financial statement disclosures, which are not required until year-end 2025, and does not affect our results of operations or financial condition.

Nature of our services

1 unchanged sentence

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

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

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.

4 unchanged sentences

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.

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.

At the core of all of 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.

3 unchanged sentences

Revenue by discipline:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

10 unchanged sentences

Revenue by geographic market:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

8 unchanged sentences

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

Revenue in the United States for the three months ended June 30, 2025 and 2024 was $ 2,093.5 million and $ 2,033.4 million, respectively, and revenue in the United States for the six months ended June 30, 2025 and 2024 was $ 4,100.5 million and $ 3,959.3 million, respectively.

Revenue in the United States for the three months ended September 30, 2025 and 2024 was $ 2,132.9 million and $ 2,039.7 million, respectively, and revenue in the United States for the nine months ended September 30, 2025 and 2024 was $ 6,233.4 million and $ 5,999.0 million, respectively.

Contract balances

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.

June 30, 2025 December 31, 2024 June 30, 2024

September 30, 2025 December 31, 2024 September 30, 2024

Work in process:

3 unchanged sentences

Customer advances $ 1,273.0 $ 1,336.1 $ 1,303.2

There were no impairment charges recorded in work in process in the six months ended June 30, 2025 and 2024.

There were no impairment charges recorded in work in process in the nine months ended September 30, 2025 and 2024.

Net Income per Share

Basic and diluted net income per share:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

10 unchanged sentences

Potentially dilutive common shares are due to our share-based employee compensation plans and agreements, which primarily relate to stock options granted in the second quarter of 2025.

The number of potential common shares excluded from diluted shares outstanding was 6.5 million and 5.8 million for the three and six months ended June 30, 2025, respectively, because the effect of including those common shares in the calculation would have been anti-dilutive.

There were no potentially dilutive common shares excluded from diluted shares outstanding for the three and six months ended June 30, 2024.

The number of potential common shares excluded from diluted shares outstanding was 5.8 million for both the three and nine months ended September 30, 2025, because the effect of including those common shares in the calculation would have been anti-dilutive.

There were no potentially dilutive common shares excluded from diluted shares outstanding for the three and nine months ended September 30, 2024.

Goodwill and Intangible Assets

Change in goodwill:

Six Months Ended June 30,

Nine Months Ended September 30,

January 1 $ 10,677.4 $ 10,082.3

5 unchanged sentences

$ 10,915.2 $ 10,928.0

The increase in goodwill in the six months ended June 30, 2024 is primarily attributable to the acquisition of Flywheel Digital in January 2024.

There were no goodwill impairment charges recorded in the six months ended June 30, 2025 and 2024, and there are no accumulated goodwill impairment charges.

The increase in goodwill in the nine months ended September 30, 2024 is primarily attributable to the acquisition of Flywheel Digital in January 2024.

There were no goodwill impairment charges recorded in the nine months ended September 30, 2025 and 2024, and there are no accumulated goodwill impairment charges.

We completed our annual goodwill impairment test as of May 1, 2025.

1 unchanged sentence

Based on the results of our impairment test, we concluded that at May 1, 2025 our goodwill was not impaired.

There were no events through September 30, 2025 that would change our impairment assessments.

Intangible assets:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Value Accumulated

9 unchanged sentences

Amortization of intangible assets:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

8 unchanged sentences

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

During the three and six months ended June 30, 2025 and 2024, there were no drawings under the Credit Facility and no commercial paper issuances.

During the three and nine months ended September 30, 2025 and 2024, there were no drawings under the Credit Facility and no 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 June 30, 2025, we were in compliance with this covenant as our Leverage Ratio was 2.6 times.

At September 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.

Short-Term Debt

Short-term debt of $ 22.3 million and $ 21.3 million at June 30, 2025 and December 31, 2024, respectively, represented bank overdrafts and short-term borrowings primarily of our international subsidiaries.

Short-term debt of $ 24.1 million and $ 21.3 million at September 30, 2025 and December 31, 2024, respectively, represented bank overdrafts and short-term borrowings primarily of our international subsidiaries.

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

1 unchanged sentence

Long-term debt:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

3.60 % Senior Notes due 2026

20 unchanged sentences

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

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.

11 unchanged sentences

Our branded agency networks operate in the advertising, marketing and corporate communications services industry, and are organized into agency networks, virtual client networks, regional reporting units and operating groups or practice areas.

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

networks, virtual client networks and agencies 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 overhead expenses.

4 unchanged sentences

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

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

13 unchanged sentences

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

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

13 unchanged sentences

Americas EMEA Asia-Pacific

June 30, 2025

September 30, 2025

Revenue - Three months ended

$ 2,371.7 $ 1,202.8 $ 462.6

Revenue - Six months ended

Revenue - Nine months ended

$ 6,903.9 $ 3,501.1 $ 1,338.1

Long-lived assets and goodwill $ 8,083.0 $ 3,981.7 $ 716.5

June 30, 2024

September 30, 2024

Revenue - Three months ended

$ 2,253.7 $ 1,144.1 $ 484.8

Revenue - Six months ended

Revenue - Nine months ended

$ 6,645.9 $ 3,397.0 $ 1,324.0

Long-lived assets and goodwill $ 8,181.3 $ 3,933.0 $ 726.0

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 related to 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.

Our effective tax rate for the nine months ended September 30, 2025 increased period-over-period to 28.5 % from 26.3 %, primarily due to the non-deductibility of certain acquisition related costs related to the pending acquisition of IPG (see Note 1 to the unaudited consolidated financial statements).

The effective tax rate for the nine months ended September 30, 2024 includes the favorable impact from the resolution of certain non-U.S.

tax positions of $ 7.5 million.

3 unchanged sentences

If the jurisdictional effective tax rate determined under the Pillar Two rules is less than 15%, a top-up tax will be due to bring the jurisdictional effective tax rate up to 15%.

We are continuing to monitor Pillar Two legislative developments and the effects of Pillar Two on our business.

We are continuing to monitor Pillar Two legislative developments and the effects of Pillar Two on our business, such as the recent statement of understanding released by the Group of Seven (G7) of a potential “side-by-side system” approach to the Pillar Two framework, which would exclude U.S.

parented groups from certain Pillar Two provisions in recognition of existing U.S.

minimum tax rules.

The provisions effective in 2025 do not have a materially adverse impact on our results of operations, financial position, or cash flows.

On July 4, 2025, the One Big Beautiful Bill Act was signed into law in the U.S., which contains a broad range of tax reform provisions affecting businesses.

We are evaluating the full effects of the legislation on our estimated annual effective tax rate and cash tax position, but we expect that the legislation will likely not have a material impact on our financial statements.

As the legislation was signed into law after the close of our second quarter, the impacts are not included in our operating results for the six months ended June 30, 2025.

At June 30, 2025, our unrecognized tax benefits were $ 159.7 million.

The legislation does not have a material impact on our financial statements.

At September 30, 2025, our unrecognized tax benefits were $ 162.1 million.

Of this amount, approximately $ 155.5 million would affect our effective tax rate upon resolution of the uncertain tax positions.

3 unchanged sentences

Postemployment Arrangements

Six Months Ended June 30, Six Months Ended June 30,

Nine Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

5 unchanged sentences

Total net periodic benefit expense $ 12.2 $ 7.3 $ 8.5 $ 10.2

In each of the six months ended June 30, 2025 and 2024, we contributed $ 0.2 million and $ 0.1 million, respectively, to the defined benefit pension plans .

In each of the nine months ended September 30, 2025 and 2024, we contributed $ 0.5 million and $ 1.2 million, respectively, to the defined benefit pension plans.

Repositioning Costs

In connection with our strategic initiatives, operating expenses for the three and six months ended June 30, 2025 included $ 88.8 million ($ 67.2 million after-tax) of repositioning costs, primarily related to severance actions related to efficiency initiatives, primarily within the Omnicom Advertising Group and the Omnicom Production Group.

In connection with our strategic initiatives, operating expenses for the three and six months ended June 30, 2024 included $ 57.8 million ($ 42.9 million after-tax), primarily related to severance actions related to ongoing efficiency initiatives, including strategic agency consolidation in our smaller international markets and the launch of our centralized production strategy.

In connection with our strategic initiatives, which began in 2024, operating expenses for the three months ended September 30, 2025, included $ 38.6 million ($ 28.4 million after-tax) of repositioning costs, primarily related to severance actions as we prepare to integrate the pending acquisition of IPG.

Operating expenses for the nine months ended September 30, 2025, included $ 127.4 million ($ 95.7 million after-tax) of repositioning costs, related to severance actions as we prepare to integrate the pending acquisition of IPG, as well as efficiency initiatives in the second quarter of 2025, primarily within the Omnicom Advertising Group and the Omnicom Production Group.

There were no repositioning costs for the three months ended September 30, 2024.

In connection with our strategic initiatives, operating expenses for the nine months ended September 30, 2024, included $ 57.8 million ($ 42.9 million after-tax) of repositioning costs in the second quarter of 2024, primarily related to

severance actions related to ongoing efficiency initiatives, including strategic agency consolidation in our smaller international markets and the launch of our centralized production strategy.

Supplemental Cash Flow Data

Change in operating capital:

Six Months Ended June 30,

Nine Months Ended September 30,

(Increase) decrease in accounts receivable $ 983.8 $ 383.4

17 unchanged sentences

Currency Translation Total

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

January 1 $ ( 5.0 ) $ ( 25.5 ) $ ( 1,445.4 ) $ ( 1,475.9 )

3 unchanged sentences

$ ( 2.2 ) $ ( 24.1 ) $ ( 1,300.8 ) $ ( 1,327.1 )

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

January 1 $ ( 8.1 ) $ ( 42.7 ) $ ( 1,286.8 ) $ ( 1,337.6 )

4 unchanged sentences

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

June 30, 2025

September 30, 2025

Level 1 Level 2 Level 3 Total

1 unchanged sentence

Marketable equity securities $ 0.9 $ 0.9

Foreign currency derivatives $ 0.1 $ 0.1

Cross currency swaps - net investment hedge $ 8.8 $ 8.8

8 unchanged sentences

Changes in contingent purchase price obligations:

Six Months Ended June 30,

Nine Months Ended September 30,

January 1 $ 220.1 $ 229.5

5 unchanged sentences

Carrying amount and fair value of our financial assets and liabilities:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Value Carrying

3 unchanged sentences

Cross currency swaps - net investment hedge — — 9.3 9.3

Foreign currency derivatives 0.1 0.1 — —

Short-term debt $ 24.1 $ 24.1 $ 21.3 $ 21.3

6 unchanged sentences

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

New Accounting Standards

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025-06"), which became effective and simplifies the capitalization guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods.

ASU 2025-06 is effective January 1, 2028.

We expect that ASU 2025-06 will likely not have a material impact on our financial statements.

Subsequent Events

1 unchanged sentence

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-Q

Item 1. Financial Statements