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Item 2. Management’s Discussion and Analysis

2025-10-22 compared with 2025-07-16 · 180 added, 171 removed, 486 unchanged (42% of the section changed)

47 unchanged sentences

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

During the three and six months ended June 30, 2025, we recorded acquisition related costs related to the Merger of $66.0 million and $99.8 million, respectively, in selling, general and administrative expenses.

The results of IPG are not included in our 2025 or 2024 results of operations or financial position.

On June 23, 2025, the U.S.

Federal Trade Commission FTC 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 other required regulatory approvals and continue to expect that the Merger will be completed in the second half of 2025.

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

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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.

Our geographic markets include the Americas, which includes North America and Latin America, Europe, the Middle East and Africa or EMEA, and Asia-Pacific.

Our geographic

markets include the Americas, which includes North America and Latin America, Europe, the Middle East and Africa or EMEA, and Asia-Pacific.

Our business model was built and continues to evolve around our clients.

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Our fundamental business principle is that our clients’ specific requirements are the central focus of how we structure our service offerings and allocate our resources.

This client-centric business model requires that multiple agencies within Omnicom

collaborate in formal and informal virtual client networks utilizing our key client matrix organization structure.

This client-centric business model requires that multiple agencies within Omnicom collaborate in formal and informal virtual client networks utilizing our key client matrix organization structure.

This collaboration allows us to cut across our internal organizational structures to execute our clients’ marketing requirements in a consistent and comprehensive manner.

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We operate in all major markets and have a large client base.

For the twelve months ended June 30, 2025, our largest client accounted for 2.6% of our revenue, and our 100 largest clients, which represent many of the world’s major marketers, accounted for approximately 54.1% of our revenue.

Our clients operate in virtually every sector of the global economy with no one industry representing more than 15% of our revenue for the six months ended June 30, 2025.

For the twelve months ended September 30, 2025, our largest client accounted for 2.6% of our revenue, and our 100 largest clients, which represent many of the world’s major marketers, accounted for approximately 54.9% of our revenue.

Our clients operate in virtually every sector of the global economy with no one industry representing more than 15% of our revenue for the nine months ended September 30, 2025.

Although our revenue is generally balanced between the United States and international markets, and we have a large and diverse client base, we are not immune to general economic downturns.

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Financial Performance

Worldwide revenue for the three months ended June 30, 2025 increased $161.8 million, or 4.2%, to $4,015.6 million, compared to $3,853.8 million in the prior year quarter.

Worldwide organic revenue growth increased revenue $116.8 million, or 3.0%, primarily driven by our Media & Advertising, Precision Marketing and Experiential disciplines.

Our Public Relations, Branding & Retail Commerce and Healthcare disciplines had negative performance during the quarter.

All of our major geographic regions had positive organic growth compared to the prior year period.

Worldwide revenue for the three months ended September 30, 2025 increased $154.5 million, or 4.0%, to $4,037.1 million, compared to $3,882.6 million in the prior year quarter.

Worldwide organic revenue growth increased revenue $102.4 million, or 2.6%, primarily driven by our Media & Advertising, Precision Marketing and Execution & Support disciplines, partially offset by negative performance in our Branding & Retail Commerce, Public Relations, Experiential and Healthcare disciplines.

Geographic results were mixed, reflecting differing macroeconomic conditions across regions versus the prior year period.

Organic growth in the quarter was led by our largest market, the U.S.

In Europe, growth was mixed by market.

In Asia-Pacific, we experienced growth in substantially all of our markets.

Changes in foreign exchange rates period-over-period increased revenue $42.4 million, or 1.1%.

Acquisition revenue, net of disposition revenue, increased revenue $2.6 million, or 0.1%.

Worldwide revenue for the six months ended June 30, 2025 increased $221.7 million, or 3.0%, to $7,706.0 million, compared to $7,484.3 million in the prior year period.

In Europe, underperformance in France was offset by positive growth in the U.K.

and mixed performance in other countries.

In Asia-Pacific, results were mixed by country, which led to negative performance in the period.

Changes in foreign currency exchange rates period-over-period increased revenue $52.4 million, or 1.4%.

Acquisition revenue, net of disposition revenue, reduced revenue by $0.3 million.

Worldwide revenue for the nine months ended September 30, 2025 increased $376.2 million, or 3.3%, to $11,743.1 million, compared to $11,366.9 million in the prior year period.

Worldwide organic revenue growth increased revenue $341.1 million, or 3.0%, primarily driven by our Media & Advertising, Precision Marketing and Execution & Support disciplines.

Our Public Relations, Branding & Retail Commerce and Healthcare disciplines had negative performance during the period.

All of our major geographic regions had positive organic growth compared to the prior year period.

Organic growth in the six month period was led by our largest market, the U.S.

In Europe, growth was mixed by market.

In Asia-Pacific, we experienced growth in substantially all of our markets.

Changes in foreign exchange rates period-over-period reduced revenue $16.8 million, or 0.2%.

Acquisition revenue, net of disposition revenue, reduced revenue slightly by $0.2 million.

The period-over-period change in worldwide revenue for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, in our fundamental disciplines was:

Media & Advertising increased $190.3 million, Precision Marketing increased $30.0 million, Public Relations decreased $35.0 million, Healthcare decreased $12.5 million, Branding & Retail Commerce decreased $33.5 million, Experiential increased $14.4 million, and Execution & Support increased $8.1 million.

The period-over-period change in worldwide revenue for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, in our fundamental disciplines was:

Media & Advertising increased $284.3 million, Precision Marketing

increased $54.9 million, Public Relations decreased $55.8 million, Healthcare decreased $23.8 million, Branding & Retail Commerce decreased $59.5 million, Experiential increased $12.9 million, and Execution & Support increased $8.7 million.

The period-over-period change in worldwide revenue across our geographic markets for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, was:

North America increased $61.3 million, or 2.9%, Latin America increased $8.2 million, or 7.7%, Europe increased $64.5 million, or 5.9%, Middle East and Africa increased $0.5 million, or 0.8%, and Asia-Pacific increased $27.3 million, or 6.3%.

The period-over-period change in the worldwide revenue across our geographic markets for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, was:

Our Branding & Retail Commerce, Public Relations, Experiential and Healthcare disciplines had negative performance during the period.

Substantially all of our major geographic regions had positive organic growth compared to the prior year period.

Organic growth in the nine-month period was led by our largest market, the U.S.

In Europe and Asia-Pacific, organic growth was positive and mixed by country.

Changes in foreign currency exchange rates period-over-period increased revenue $35.6 million, or 0.3%.

Acquisition revenue, net of disposition revenue, reduced revenue by $0.5 million.

The period-over-period change in worldwide revenue for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, in our fundamental disciplines was:

Media & Advertising increased $224.8 million, Precision Marketing increased $11.9 million, Public Relations decreased $26.8 million, Healthcare decreased $5.9 million, Branding & Retail Commerce decreased $36.9 million, Experiential decreased $22.1 million, and Execution & Support increased $9.5 million.

The period-over-period change in worldwide revenue for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, in our fundamental disciplines was:

Media & Advertising increased $509.1 million, Precision Marketing increased $66.8 million, Public Relations decreased $82.5 million, Healthcare decreased $29.6 million, Branding & Retail Commerce decreased $96.4 million, Experiential decreased $9.3 million, and Execution & Support increased $18.1 million.

The period-over-period change in worldwide revenue across our geographic markets for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, was:

North America increased $91.3 million, or 4.2%, Latin America increased $26.7 million, or 26.8%, Europe increased $54.6 million, or 5.1%, Middle East and Africa increased $4.1 million, or 6.5%, and Asia-Pacific decreased $22.2 million, or 4.6%.

The period-over-period change in the worldwide revenue across our geographic markets for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, was:

North America increased $223.2 million, or 3.5%, Latin America increased $34.8 million, or 11.5%, Europe increased $108.3 million, or 3.4%, Middle East and Africa decreased $4.2 million, or 2.0%, and Asia-Pacific increased $14.1 million, or 1.1%.

A summary of our consolidated results of operations period-over-period:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

2025 2024 $ Change % Change 2025 2024 $ Change % Change

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1) Reconciliation of Non-GAAP Financial Measures on page 28 .

2) For the three and six months ended June 30, 2025, operating expenses included $88.8 million ($67.2 million after-tax) of repositioning costs recorded in the second quarter of 2025, primarily related to severance actions related to efficiency initiatives (see Note 9 to the unaudited consolidated financial statements).

In addition, included in selling, general and administrative expenses for the three and six months ended June 30, 2025, are acquisition related costs of $66.0 million ($61.6 million after-tax) and $99.8 million ($94.3 million after-tax), respectively, related to the pending merger with IPG (see Note 1 to the unaudited consolidated financial statements).

The net impact of these items reduced operating income for the three and six months ended June 30, 2025, by $154.8 million ($128.8 million after-tax) and $188.6 million ($161.5 million after-tax), respectively, which reduced diluted net income per share - Omnicom Group Inc.

2) For the three months ended September 30, 2025, operating expenses 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 (see Note 9 to the unaudited consolidated financial statements).

For the nine months ended September 30, 2025, operating expenses include $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 (see Note 9 to the unaudited consolidated financial statements).

In addition, included in selling, general and administrative expenses for the three and nine months ended September 30, 2025, are acquisition related costs of $60.8 million ($50.8 million after-tax) and $160.6 million ($145.0 million after-tax), respectively, related to the pending acquisition of IPG (see Note 1 to the unaudited consolidated financial statements).

The net impact of these items reduced operating income for the three and nine months ended September 30, 2025, by $99.4 million ($79.2 million after-tax) and $288.0 million ($240.7 million after-tax), respectively, which reduced diluted net income per share - Omnicom Group Inc.

by $0.41 and $1.23, respectively.

For the three and six months ended June 30, 2024, operating expenses included $57.8 million ($42.9 million after-tax) of repositioning costs recorded in the second quarter of 2024, primarily related to severance actions related to ongoing efficiency initiatives, including strategic agency consolidation in our smaller international markets and the launch of our centralized production strategy, which reduced diluted net income per share - Omnicom Group Inc.

There were no acquisition related costs for the three and six months ended June 30, 2024.

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

There were no acquisition related costs for the three and nine months ended September 30, 2024.

3) EBITA is defined as earnings before interest, income taxes and amortization of acquired intangible assets and internally developed strategic platform assets.

We believe EBITA is useful in evaluating the impact of amortization of acquired intangible assets and internally developed strategic platform assets on operating performance and allows for comparability between reporting periods.

In the three and six months ended June 30, 2025, the effect of after-tax amortization of acquired intangible assets and internally developed strategic platform assets decreased diluted net income per share by $0.08 for each of the three months ended June 30, 2025 and 2024 and $0.15, and $0.16 for the six months ended June 30, 2025 and 2024, respectively.

The effect of after-tax amortization of acquired intangible assets and internally developed strategic platform assets decreased diluted net income per share by $0.08 for each of the three months ended September 30, 2025 and 2024 and $0.24 for each of the nine months ended September 30, 2025 and 2024.

CONSOLIDATED RESULTS OF OPERATIONS

The period-over-period change in results of operations:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

2025 2024 $ Change 2025 2024 $ Change

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1) Reconciliation of Non-GAAP Financial Measures on page 28 .

by $0.41 and $1.23, respectively.

There were no acquisition related costs for the three and six months ended June 30, 2024.

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

There were no acquisition related costs for the three and nine months ended September 30, 2024.

3) EBITA is defined as earnings before interest, income taxes and amortization of acquired intangible assets and internally developed strategic platform assets.

The components of period-over-period revenue change in the United States (“Domestic”) and the remainder of the world (“International”):

Total Domestic International

Three months ended June 30, 2024

Three months ended September 30, 2024

$ 3,882.6 $ 2,039.7 $ 1,842.9

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Organic growth 102.4 2.6 % 94.6 4.6 % 7.8 0.4 %

Three months ended June 30, 2025

Three months ended September 30, 2025

$ 4,037.1 4.0 % $ 2,132.9 4.6 % $ 1,904.2 3.3 %

Total Domestic International

Six months ended June 30, 2024

Nine months ended September 30, 2024

$ 11,366.9 $ 5,999.0 $ 5,367.9

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Organic growth 341.1 3.0 % 242.8 4.0 % 98.3 1.8 %

Six months ended June 30, 2025

Nine months ended September 30, 2025

$ 11,743.1 3.3 % $ 6,233.4 3.9 % $ 5,509.7 2.6 %

The components and percentages are calculated as follows:

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

• Foreign exchange rate impact is calculated by translating the current period’s local currency revenue using the prior period average exchange rates to derive current period constant currency revenue (in this case $3,984.7 million and $11,707.5 million for the Total column for the three and nine months ended September 30, 2025, respectively).

The foreign exchange impact is the difference between the current period revenue in U.S.

Dollars and the current period constant currency revenue ($4,015.6 million less $3,973.2 million and $7,706.0 million less $7,722.8 million for the Total column for the three and six months ended June 30, 2025, respectively).

Dollars and the current period constant currency revenue ($4,037.1 million less $3,984.7 million and $11,743.1 million less $11,707.5 million for the Total column for the three and nine months ended September 30, 2025, respectively).

• Acquisition revenue is calculated as if the acquisition occurred twelve months prior to the acquisition date by aggregating the comparable prior period revenue of acquisitions through the acquisition date.

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

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

• The percentage change is calculated by dividing the individual component amount by the prior period revenue base of that component ($3,882.6 million and $11,366.9 million for the Total column for the three and nine months ended September 30, 2025, respectively).

Changes in the value of foreign currencies against the U.S.

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For the most part, because the revenue and expense of our foreign operations are both denominated in the same local currency, the economic impact on operating margin is minimized.

Assuming exchange rates at July 14, 2025 remain unchanged, we expect the impact of changes in foreign exchange rates will be a positive 1.0% for the third quarter and positive 1.0% for the full year.

Based on our acquisition and disposition activity completed to date, we expect the net impact on revenue to remain flat for both the third quarter and the full year.

Assuming exchange rates at October 17, 2025 remain unchanged, we expect the impact of changes in foreign exchange rates will be a positive 2.0% for the fourth quarter and positive 1.0% for the full year.

Based on our acquisition and disposition activity completed to date, we expect the net impact on revenue to reduce revenue by 1.0% for the fourth quarter and be flat for the full year.

Revenue by Discipline

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The period-over-period change in revenue and organic growth by discipline:

Three Months Ended June 30,

Three Months Ended September 30,

2025 2024 2025 vs.

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Revenue $ 4,037.1 $ 3,882.6 $ 154.5 2.6 %

Six Months Ended June 30,

Nine Months Ended September 30,

2025 2024 2025 vs.

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As a result, we reclassified the prior year periods to be consistent with the revised classifications.

The period-over-period change in worldwide revenue for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, in our fundamental disciplines was:

Worldwide organic revenue growth increased revenue $116.8 million, or 3.0%, compared to the prior year period, primarily driven by Media & Advertising, led by our media business, Precision Marketing and Experiential disciplines.

The organic growth was partially offset by underperformance in our Public Relations, Branding & Retail Commerce and Healthcare disciplines.

Changes in foreign exchange rates period-over-period increased revenue $42.4 million, or 1.1%.

The increase in revenue from foreign exchange translation was primarily related to the strengthening of some currencies, including the British Pound and the Euro, against the U.S.

Dollar, partially offset by the weakening of the Brazilian Real, Mexican Peso, and Australian Dollar against the U.S.

Acquisition revenue, net of disposition revenue, increased revenue $2.6 million, or 0.1%.

The period-over-period change in worldwide revenue for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, in our fundamental disciplines was:

Media & Advertising increased $284.3 million, Precision Marketing increased $54.9 million, Public Relations decreased $55.8 million, Healthcare decreased $23.8 million, Branding & Retail Commerce decreased $59.5 million, Experiential increased $12.9 million, and Execution & Support increased $8.7 million.

Worldwide organic revenue growth increased revenue $238.7 million, or 3.2%, compared to the prior year period, primarily driven by Media & Advertising, led by our media business, Precision Marketing, Experiential and Execution & Support disciplines.

The organic growth was partially offset by underperformance in our Public Relations, Branding & Retail Commerce and Healthcare disciplines.

Changes in foreign exchange rates period-over-period reduced revenue $16.8 million, or 0.2%.

The decrease in revenue from foreign exchange translation was primarily related to the weakening of several currencies, including the Brazilian Real, Australian Dollar, Mexican Peso, and the Canadian Dollar, against the U.S.

Dollar, partially offset by the strengthening of the

British Pound and the Euro against the U.S.

The period-over-period change in worldwide revenue for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, in our fundamental disciplines was:

Worldwide organic revenue growth increased revenue $102.4 million, or 2.6%, compared to the prior year period, primarily driven by Media & Advertising, led by our media business, Precision Marketing and Execution & Support disciplines.

The organic growth was partially offset by underperformance in our Branding & Retail Commerce, Public Relations, Experiential and Healthcare disciplines.

Changes in foreign currency exchange rates period-over-period increased revenue $52.4 million, or 1.4%.

The increase in revenue from foreign exchange translation was primarily related to the strengthening of several currencies, including the Euro and the British Pound, against the U.S.

Dollar, partially offset by the weakening of the Australian Dollar against the U.S.

Acquisition revenue, net of disposition revenue, reduced revenue slightly by $0.3 million.

The period-over-period change in worldwide revenue for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, in our fundamental disciplines was:

Worldwide organic revenue growth increased revenue $341.1 million, or 3.0%, compared to the prior year period, primarily driven by Media & Advertising, led by our media business, Precision Marketing and Execution & Support disciplines.

The organic growth was partially offset by underperformance in our Branding & Retail Commerce, Public Relations, Experiential and Healthcare disciplines.

Changes in foreign currency exchange rates period-over-period increased revenue $35.6 million, or 0.3%.

The increase in revenue from foreign exchange translation was primarily related to the strengthening of several currencies, including the Euro and the British Pound, against the U.S.

Dollar, partially offset by the weakening of the Australian Dollar, Brazilian Real and the Canadian Dollar against the U.S.

Acquisition revenue, net of disposition revenue, reduced revenue slightly by $0.5 million.

In the normal course of business, our agencies both gain and lose business from clients each year due to a variety of factors.

Under our client-centric approach, we seek to broaden our relationships with all of our clients.

Our largest client represented 2.6% and 2.9% of revenue for the twelve months ended June 30, 2025 and 2024, respectively.

Our ten largest and 100 largest clients represented 19.0% and 54.1% of revenue for the twelve months ended June 30, 2025, respectively, and 19.7% and 53.6% of revenue for the twelve months ended June 30, 2024, respectively.

Our largest client represented 2.6% and 2.8% of revenue for the twelve months ended September 30, 2025 and 2024, respectively.

Our ten largest and 100 largest clients represented 19.0% and 54.9% of revenue for the twelve months ended September 30, 2025, respectively, and 19.4% and 54.3% of revenue for the twelve months ended September 30, 2024, respectively.

Revenue by Geography

The period-over-period change in revenue and organic growth in our geographic markets:

Three Months Ended June 30,

Three Months Ended September 30,

2025 2024 2025 vs.

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Revenue $ 4,037.1 $ 3,882.6 $ 154.5 2.6 %

Six Months Ended June 30,

Nine Months Ended September 30,

2025 2024 2025 vs.

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Revenue $ 11,743.1 $ 11,366.9 $ 376.2 3.0 %

The period-over-period change in worldwide revenue across our geographic markets for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, was:

The period-over-period change in the worldwide revenue across our geographic markets for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, was:

The period-over-period change in worldwide revenue across our geographic markets for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, was:

The period-over-period change in the worldwide revenue across our geographic markets for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, was:

North America

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

The organic growth was partially offset by underperformance in our Public Relations, Branding & Retail Commerce and Healthcare disciplines.

In North America, organic revenue growth period-over-period for the three months ended September 30, 2025 was primarily driven by strong performance in the United States, especially in the Media & Advertising discipline, led by our media business, and in our Precision Marketing and Execution & Support disciplines.

The organic growth was partially offset by underperformance in our Public Relations discipline, which faced a difficult comparison to the prior year, which included the positive effects of the U.S.

Elections, and in our other disciplines.

In North America, organic revenue growth period-over-period for the nine months ended September 30, 2025 was primarily driven by strong performance in the United States, especially in the Media & Advertising discipline, led by our media business, and in our Precision Marketing, Execution & Support and Experiential disciplines.

The organic growth was partially offset by underperformance in our Branding & Retail Commerce, Public Relations and Healthcare disciplines.

Latin America

In Latin America, organic revenue growth for the three and six months ended June 30, 2025, compared to the prior year periods, was led by our Media & Advertising discipline, and in all countries in the region.

The weakening of all currencies, especially the Brazilian Real and Mexican Peso, against the U.S.

Dollar decreased revenue in the three and six months ended June 30, 2025 compared to the same periods in 2024.

In Europe, compared to the prior year periods, organic revenue growth for the three and six months ended June 30, 2025 was driven by strong performance in our Media & Advertising discipline, led by our media business, and our Experiential discipline, substantially offset by underperformance in all other disciplines.

Foreign currency exchange rate changes increased revenue for the three and six months ended June 30, 2025, primarily as a result of the strengthening of the Euro and the British Pound against the U.S.

In Latin America, organic revenue growth for the three and nine months ended September 30, 2025, compared to the prior year periods, was led by our Media & Advertising discipline, and was driven by strong performance in all countries in the region.

Foreign currency exchange rate changes in the three months ended September 30, 2025 compared to the same period in 2024 were flat.

However, the weakening of all currencies, especially the Brazilian Real and Mexican Peso, against the U.S.

Dollar decreased revenue in the nine months ended September 30, 2025 compared to the same period in 2024.

In Europe, compared to the prior year periods, organic revenue growth for the three and nine months ended September 30, 2025 was driven by strong performance in our Media & Advertising discipline, led by our media business, substantially offset by underperformance in our other disciplines.

Foreign currency exchange rate changes increased revenue for the three and nine months ended September 30, 2025, primarily as a result of the strengthening of the Euro and the British Pound against the U.S.

Dollar period-over-period.

In the U.K., for the three and six months ended June 30, 2025, organic revenue decreased period-over-period by 2.5% and 1.6%, respectively.

A strong performance in our Media & Advertising discipline, led by our media business, was substantially offset by underperformance in all other disciplines.

In Continental Europe, which includes the Euro Zone and the other European countries, organic revenue growth of 2.5% and 2.1% for the three and six months ended June 30, 2025, respectively, was mixed by country and driven primarily by our Media & Advertising, led by our media business, and Experiential disciplines.

The Middle East and Africa, for the three and six months ended June 30, 2025, experienced weak organic growth with a strong performance in our Media & Advertising discipline, led by our media business, offset by negative performance in our Experiential discipline.

In Asia-Pacific, organic growth for the three and six months ended June 30, 2025 was 6.5% and 6.2%, respectively.

Organic growth, led by our Media & Advertising discipline, was partially offset by underperformance in our Experiential and Public Relations disciplines.

Substantially all markets in the region, led by Australia, India and New Zealand, had positive organic growth, partially offset by slight weakening in China, as compared to the prior year periods.

Foreign currency exchange rate changes increased revenue for the three months ended June 30, 2025, primarily as a result of the strengthening of several currencies against the U.S.

Dollar, including the Japanese Yen.

Foreign currency exchange rate changes decreased revenue for the six months ended June 30, 2025, primarily as a result of the weakening of several currencies against the U.S.

In the U.K., for the three and nine months ended September 30, 2025, organic revenue increased period-over-period by 3.7% and 0.2%, respectively.

A strong performance in our Media & Advertising discipline, led by our media business, and our Experiential discipline, was reduced by a mixed performance in our other disciplines.

In Continental Europe, which includes the Euro Zone and the other European countries, organic revenue decreased 3.1% for the three months ended September 30, 2025, due to underperformance primarily in our Experiential discipline in France, which faced a challenging environment and a difficult comparison to a prior year period that included positive effects from the Olympics, and mixed performance in other countries.

Organic revenue growth of 0.3% for the nine months ended September 30, 2025 was mixed by country and discipline.

In the Middle East and Africa, for the three months ended September 30, 2025, organic growth was led by strong performance in our Media & Advertising discipline.

In the Middle East and Africa, for the nine months ended September 30, 2025, negative performance in our Experiential discipline was partially offset by organic growth in our Media & Advertising discipline.

In Asia-Pacific, organic revenue decreased for the three months ended September 30, 2025, with underperformance in substantially all of our disciplines and markets in the region.

Foreign currency exchange rate changes decreased revenue for the three months ended September 30, 2025, primarily as a result of the weakening of several currencies against the U.S.

Dollar, including the Australian Dollar and New Zealand Dollar.

In Asia-Pacific, organic growth for the nine months ended September 30, 2025 was due to a strong performance in our Media & Advertising discipline, led by our media business, and our Healthcare discipline, partially offset by underperformance in our other disciplines.

Most markets in the region, led by India, Australia and New Zealand, had positive organic growth, slightly offset by underperformance in China, as compared to the prior year period.

Foreign currency exchange rate changes decreased revenue for the nine months ended September 30, 2025, primarily as a result of the weakening of several currencies against the U.S.

Dollar, including the Australian Dollar and New Zealand Dollar.

Revenue by Industry

Revenue by type of client industry sector:

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

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

2025 2024 2025 2024

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The period-over-period change in operating expenses:

Three Months Ended June 30,

Three Months Ended September 30,

2025 2024 2025 vs.

14 unchanged sentences

Operating Income $ 530.1 13.1 % $ 600.1 15.5 % $ (70.0) (11.7) %

Six Months Ended June 30,

Nine Months Ended September 30,

2025 2024 2025 vs.

23 unchanged sentences

However, substantially all of our foreign operations transact business in their local currency, mitigating the impact of changes in foreign currency exchange rates on our operating margin percentage.

As a result, the changes in our operating expenses period-over-period from foreign currency translation were in line with the percentage impact from changes in foreign currencies on revenue for the three and six months ended June 30, 2025.

Operating expenses for the three months ended June 30, 2025 increased $232.9 million, or 7.0%, to $3,576.4 million from $3,343.5 million, in the prior year period.

Included in selling, general and administrative expenses for the three months ended June 30, 2025 are acquisition related costs of $66.0 million ($61.6 million after-tax) related to the pending merger with IPG (see Note 1 to the unaudited consolidated financial statements).

Included in operating expenses for the three months ended June 30, 2025 are $88.8 million ($67.2 million after-tax) of repositioning costs recorded in the second quarter of 2025, primarily related to severance actions related to efficiency initiatives, primarily within the Omnicom Advertising Group and the Omnicom Production Group (see Note 9 to the unaudited financial statements).

Operating expenses for the six months ended June 30, 2025 increased $319.1 million, or 4.9%, to $6,814.2 million from $6,495.1 million, in the prior year period.

Included in selling, general and administrative expenses for the six months ended June 30, 2025 are acquisition related costs of $99.8 million ($94.3 million after-tax) related to the pending merger with IPG (see Note 1 to the unaudited consolidated financial statements).

Included in operating expenses are $88.8 million ($67.2 million after-tax) of repositioning costs recorded in the second quarter of 2025, primarily related to severance actions related to efficiency initiatives, primarily within the Omnicom Advertising Group and the Omnicom Production Group (see Note 9 to the unaudited financial statements).

Operating expenses for the three months ended September 30, 2025 increased $224.5 million, or 6.8%, to $3,507.0 million from $3,282.5 million, in the prior year period.

Included in selling, general and administrative expenses for the three months ended September 30, 2025 are acquisition related costs of $60.8 million ($50.8 million after-tax) related to the pending acquisition of IPG (see Note 1 to the unaudited consolidated financial statements).

Included in operating expenses for the three months ended September 30, 2025 are $38.6 million ($28.4 million after-tax) of repositioning costs, primarily related to severance as we prepare to integrate the pending acquisition of IPG.

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

Operating expenses for the nine months ended September 30, 2025 increased $543.6 million, or 5.6%, to $10,321.2 million from $9,777.6 million, in the prior year period.

Included in selling, general and administrative expenses for the nine months ended September 30, 2025 are acquisition related costs of $160.6 million ($145.0 million after-tax) related to the pending acquisition of IPG (see Note 1 to the unaudited consolidated financial statements).

Included in operating expenses are $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 acquisition related costs for the nine months ended September 30, 2024.

For the nine months ended September 30, 2024, operating expenses included $57.8 million ($42.9 million after-tax) of repositioning costs recorded in the second quarter of 2024, primarily related to severance actions related to the ongoing efficiency initiatives, including strategic agency consolidation in our smaller international markets and the launch of our centralized production strategy (see Note 9 to the unaudited financial statements).

Operating Expenses - Salary and Service Costs

Salary and service costs, which tend to fluctuate with changes in revenue, are comprised of salary and related costs, third-party service costs, and third-party incidental costs.

Salary and service costs for the three months ended June 30, 2025 increased $132.5 million, or 4.7%, to $2,932.6 million, compared to the prior year period.

Salary and related costs for the three months ended June 30, 2025 decreased $9.1 million, or 0.5%, to $1,827.8 million, primarily due to reductions arising from our ongoing repositioning actions and changes in our global employee mix, substantially offset by an increase related to changes in foreign currency exchange rates.

Third-party service costs for the three months ended June 30, 2025 increased $107.3 million, or 13.2%, to $918.4 million, primarily as a result of organic growth in our Media & Advertising discipline.

Third-party incidental costs for the three months ended June 30, 2025 increased $34.3 million, or 22.6%, to $186.4 million.

Salary and service costs for the six months ended June 30, 2025 increased $186.2 million, or 3.4%, to $5,678.9 million, compared to the prior year period.

Salary and related costs for the six months ended June 30, 2025 decreased $75.9 million, or 2.1%, to $3,608.3 million, primarily due to reductions arising from our repositioning actions and changes in our global employee mix.

Third-party service costs for the six months ended June 30, 2025 increased $205.9 million, or 13.6%, to $1,715.2 million, primarily as a result of organic growth in our Media & Advertising discipline.

Third-party incidental costs for the six months ended June 30, 2025 increased $56.2 million, or 18.8%, to $355.4 million.

Salary and service costs for the three months ended September 30, 2025 increased $125.5 million, or 4.5%, to $2,921.5 million, compared to the prior year period.

Salary and related costs for the three months ended September 30, 2025 decreased

$68.4 million, or 3.7%, to $1,778.5 million, primarily due to our prior repositioning actions and changes in our global employee mix, partially offset by an increase related to changes in foreign currency exchange rates.

Third-party service costs for the three months ended September 30, 2025 increased $171.1 million, or 21.8%, to $955.6 million, primarily as a result of organic growth in our Media & Advertising and Execution & Support disciplines.

Third-party incidental costs for the three months ended September 30, 2025 increased $22.8 million, or 13.9%, to $187.4 million.

Salary and service costs for the nine months ended September 30, 2025 increased $311.7 million, or 3.8%, to $8,600.4 million, compared to the prior year period.

Salary and related costs for the nine months ended September 30, 2025 decreased $144.3 million, or 2.6%, to $5,386.8 million, primarily due to our prior repositioning actions and changes in our global employee mix, partially offset by an increase related to changes in foreign currency exchange rates.

Third-party service costs for the nine months ended September 30, 2025 increased $377.0 million, or 16.4%, to $2,670.8 million, primarily as a result of organic growth in our Media & Advertising and Execution & Support disciplines.

Third-party incidental costs for the nine months ended September 30, 2025 increased $79.0 million, or 17.0%, to $542.8 million.

Operating Expenses - Occupancy and Other Costs

Occupancy and other costs for the three and six months ended June 30, 2025, which are less directly linked to changes in revenue than salary and service costs, increased by $11.7 million, or 3.7%, to $325.9 million and increased by $12.2 million, or 1.9%, to $640.5 million, respectively.

Increased other occupancy costs were driven in part by negative effects from foreign currency exchange rates, partially offset by lower rent expense in the periods.

As a percentage of revenue, occupancy and other costs decreased for the three and six month periods ended June 30, 2025.

Occupancy and other costs for the three and nine months ended September 30, 2025, which are less directly linked to changes in revenue than salary and service costs, decreased by $2.9 million, or 0.9%, to $322.7 million and increased by $9.3 million, or 1.0%, to $963.2 million, respectively.

For the nine months ended September 30, 2025, the increase in other occupancy costs were driven in part by negative effects from foreign currency exchange rates and higher rent expense in the period.

As a percentage of revenue, occupancy and other costs decreased for the three- and nine-month periods ended September 30, 2025.

Operating Expenses - Selling, General & Administrative Expenses

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

SG&A expenses increased for the three and six months ended June 30, 2025 by $59.4 million and $92.0 million, respectively, compared to the same periods in 2024, primarily due to acquisition related costs in connection with the pending merger with IPG (see Note 1 to the unaudited consolidated financial statements).

SG&A expenses increased for the three and nine months ended September 30, 2025 by $64.0 million and $156.0 million, respectively, compared to the same periods in 2024, primarily due to acquisition related costs in connection with the pending acquisition of IPG (see Note 1 to the unaudited consolidated financial statements).

Operating Income

Operating income for the three months ended June 30, 2025 decreased $71.1 million to $439.2 million, and operating margin decreased to 10.9% from 13.2% compared to the same period in 2024.

EBITA for the three months ended June 30, 2025 decreased $72.8 million to $459.0 million, and EBITA Margin decreased to 11.4% from 13.8%.

Acquisition related costs and repositioning costs recorded in the second quarter of 2025 (see Notes 1 and 9 to the unaudited financial statements) reduced both operating income and EBITA by $154.8 million, and reduced both operating margin and EBITA margin by 3.9%.

The effect of the repositioning actions in the second quarter of 2024 reduced operating income and EBITA by $57.8 million and decreased both operating margin and EBITA margin by 1.5%.

Operating income for the six months ended June 30, 2025 decreased $97.4 million to $891.8 million, and operating margin decreased to 11.6% from 13.2% compared to the same period in 2024.

EBITA for the six months ended June 30, 2025 decreased $98.8 million to $933.4 million, and EBITA Margin decreased to 12.1% from 13.8%.

Acquisition related costs in the first half of 2025 and repositioning costs recorded in the second quarter of 2025 (see Notes 1 and 9 to the unaudited financial statements)

reduced both operating income and EBITA by $188.6 million, and reduced operating margin by 2.4% and EBITA margin by 2.5% for the six month period.

The effect of the repositioning actions in the second quarter of 2024 reduced both operating income and EBITA by $57.8 million and decreased both operating margin and EBITA margin by 0.8%.

Operating income for the three months ended September 30, 2025 decreased $70.0 million to $530.1 million, and operating margin decreased to 13.1% from 15.5% compared to the same period in 2024.

EBITA for the three months ended September 30, 2025 decreased $70.7 million to $551.6 million, and EBITA Margin decreased to 13.7% from 16.0%.

Acquisition related costs related to the pending acquisition of IPG and repositioning costs recorded in the third quarter of 2025 (see Notes 1 and 9 to the unaudited financial statements) reduced both operating income and EBITA by $99.4 million, and reduced both operating margin and EBITA margin by 2.5%.

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

Operating income for the nine months ended September 30, 2025 decreased $167.4 million to $1,421.9 million, and operating margin decreased to 12.1% from 14.0% compared to the same period in 2024.

EBITA for the nine months ended September 30, 2025 decreased $169.5 million to $1,485.0 million, and EBITA Margin decreased to 12.6% from 14.6%.

Acquisition related costs related to the pending acquisition of IPG and repositioning costs recorded in the nine months ended September 30, 2025 (see Notes 1 and 9 to the unaudited financial statements) reduced both operating income and EBITA by $288.0 million, and reduced operating margin and EBITA margin by 2.5% for both nine-month periods.

There were no acquisition related costs for the nine months ended September 30, 2024.

The effect of the repositioning actions in the nine months ended September 30, 2024 reduced both operating income and EBITA by $57.8 million and decreased both operating margin and EBITA margin by 0.5%.

Net Interest Expense

Net interest expense for the three and six months ended June 30, 2025 decreased $1.0 million and $1.6 million period-over-period to $40.7 million and $70.1 million, respectively.

Interest expense on debt for the three and six months ended June 30, 2025 increased $2.0 million and $7.5 million period-over-period to $58.8 million and $114.9 million, respectively, primarily related to the higher weighted average cost of debt in connection with our financing activities in 2024.

Interest income in the three and six months ended June 30, 2025 increased $0.9 million to $21.9 million and $3.6 million to $51.6 million, respectively, principally due to higher cash balances.

Our effective tax rate for the six months ended June 30, 2025 increased period-over-period to 29.4% from 26.0%, primarily due to the non-deductibility of certain acquisition related costs in connection with the pending merger with IPG (see Note 1 to the unaudited consolidated financial statements).

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

Net interest expense for the three and nine months ended September 30, 2025 increased $2.8 million and $4.4 million period-over-period to $43.2 million and $113.3 million, respectively.

Interest expense on debt for the three months ended September 30, 2025 decreased $5.4 million period-over-period to $56.2 million, as we have cycled through the effects of our refinancing activities in 2024.

Interest expense on debt for the nine months ended September 30, 2025 increased $2.1 million period-over-period to $171.1 million, primarily related to a higher weighted average cost of debt in 2025.

Interest income in the three and nine months ended September 30, 2025 decreased $8.8 million to $17.2 million and $5.2 million to $68.8 million, respectively, principally due to lower cash balances and lower interest rates.

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 in connection with 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.

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.

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.

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

Net Income and Net Income Per Share - Omnicom Group Inc.

Net income - Omnicom Group Inc.

in the three months ended June 30, 2025 decreased $70.5 million to $257.6 million from $328.1 million.

in the three months ended September 30, 2025 decreased $44.6 million to $341.3 million from $385.9 million.

The period-over-period decrease is due to the factors described above.

Diluted net income per share - Omnicom Group Inc.

decreased to $1.31 in the three months ended June 30, 2025, from $1.65 in the three months ended June 30, 2024, due to the factors described above, partially offset by the impact of the reduction in our weighted average common shares outstanding resulting from repurchases of our common stock.

For the three months ended June 30, 2025, the impact of the acquisition related costs and repositioning costs (see Notes 1 and 9 to the unaudited consolidated financial statements) reduced net income - Omnicom Group Inc.

by $128.8 million and diluted net income per share - Omnicom Group Inc.

For the three months ended June 30, 2024, the impact of repositioning costs reduced net income - Omnicom Group Inc.

decreased to $1.75 in the three months ended September 30, 2025, from $1.95 in the three months ended September 30, 2024, due to the factors described above, partially offset by the impact of the reduction in our weighted average common shares outstanding resulting from repurchases of our common stock.

For the three months ended September 30, 2025, the impact of the acquisition related costs and repositioning costs (see Notes 1 and 9 to the unaudited consolidated financial statements) reduced net income - Omnicom Group Inc.

by $79.2 million and diluted net income per share - Omnicom Group Inc.

Net income - Omnicom Group Inc.

in the six months ended June 30, 2025 decreased $101.4 million to $545.3 million from $646.7 million.

in the nine months ended September 30, 2025 decreased $146.0 million to $886.6 million from $1,032.6 million.

The period-over-period decrease is due to the factors described above.

Diluted net income per share - Omnicom Group Inc.

decreased to $2.77 in the six months ended June 30, 2025 from $3.24 in the six months ended June 30, 2024, due to the factors described above, partially offset by the impact of the reduction in our weighted average common shares outstanding resulting from the repurchases of our common stock.

For the six months ended June 30, 2025, the impact of the acquisition related costs and repositioning costs (see Notes 1 and 9 to the unaudited consolidated financial statements) reduced net income - Omnicom Group Inc.

decreased to $4.51 in the nine months ended September 30, 2025 from $5.19 in the nine months ended September 30, 2024, due to the factors described above, partially offset by the impact of the reduction in our weighted average common shares outstanding resulting from the repurchases of our common stock.

For the nine months ended September 30, 2025, the impact of the acquisition related costs and repositioning costs (see Notes 1 and 9 to the unaudited consolidated financial statements) reduced net income - Omnicom Group Inc.

by $240.7 million and diluted net income per share - Omnicom Group Inc.

For the six months ended June 30, 2024, the impact of repositioning costs reduced net income - Omnicom Group Inc.

For the nine months ended September 30, 2024, the impact of repositioning costs reduced net income - Omnicom Group Inc.

by $42.9 million and diluted net income per share - Omnicom Group Inc.

The effect of after-tax amortization of acquired intangible assets and internally developed strategic platform assets decreased diluted net income per share by $0.08 for each of the three months ended June 30, 2025 and 2024 and $0.15 and $0.16 for the six months ended June 30, 2025 and 2024, respectively.

The effect of after-tax amortization of acquired intangible assets and internally developed strategic platform assets decreased diluted net income per share by $0.08 for each of the three months ended September 30, 2025 and 2024 and by $0.24 for each of the nine months ended September 30, 2025 and 2024.

NON-GAAP FINANCIAL MEASURES

8 unchanged sentences

to EBITA and EBITA Margin:

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

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

2025 2024 2025 2024

28 unchanged sentences

Cash and cash equivalents decreased $932.9 million from December 31, 2024.

During the first six months of 2025, we used $576.7 million of cash in operating activities, which included the use for operating capital of $1.4 billion, primarily related to our typical working capital cycle.

Discretionary spending for the first six months of 2025 was $641.6 million, compared to $1.5 billion for the first six months of 2024, which included $790.3 million for acquisition of businesses and interests in affiliates, net of cash acquired.

Discretionary spending for the first six months of 2025 was comprised of capital expenditures of $71.6 million, dividends paid to common shareholders of $277.4 million, dividends paid to shareholders of noncontrolling interests of $34.3 million, repurchases of our common stock, net of proceeds from vesting of restricted stock awards and related tax benefits and common

stock sold under our employee stock purchase plan of $210.1 million, the acquisition of additional shares of noncontrolling interests, and payment of contingent purchase price obligations of $48.2 million.

During the first nine months of 2025, we used $99.2 million of cash in operating activities, which included the use for operating capital of $1.4 billion, primarily related to our typical working capital cycle.

Discretionary spending for the first nine months of 2025 was $963.5 million, compared to $1.9 billion for the first nine months of 2024, which included $900.9 million for acquisition of businesses and interests in affiliates, net of cash acquired.

Discretionary spending for the first nine months of 2025 was comprised of capital expenditures of $110.7 million, dividends paid to common shareholders of $413.9 million, dividends paid to shareholders of noncontrolling interests of $57.1 million, repurchases of our common stock, net of proceeds from vesting of restricted stock awards and related tax benefits and common stock sold under our employee stock purchase plan of $294.1 million, the acquisition of additional shares of noncontrolling interests, and payment of contingent purchase price obligations of $87.7 million.

Based on past performance and current expectations, we believe that net cash provided by operating activities and cash and cash equivalents will be sufficient to meet our non-discretionary cash requirements for the next twelve months.

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Each day, operations with excess funds invest those funds with their regional treasury center.

Likewise, operations that require funds borrow from their regional treasury center.

Likewise, operations that require funds borrow from their

regional treasury center.

Treasury centers with excess cash invest on a short-term basis with third parties, with maturities generally ranging from overnight to 90 days.

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In countries where we do not conduct treasury operations, all cash and cash equivalents are held by counterparties that meet specific minimum credit standards.

At June 30, 2025, our foreign subsidiaries held approximately $1.7 billion of our total cash and cash equivalents of $3.3 billion.

At September 30, 2025, our foreign subsidiaries held approximately $1.8 billion of our total cash and cash equivalents of $3.4 billion.

Substantially all of the cash is available to us, net of any foreign withholding taxes payable upon repatriation to the United States.

At June 30, 2025, our net debt position, which we define as total debt, including short-term debt, less cash and cash equivalents, increased $1.3 billion to $3.0 billion from December 31, 2024.

At September 30, 2025, our net debt position, which we define as total debt, including short-term debt, less cash and cash equivalents, increased $1.2 billion to $2.9 billion from December 31, 2024.

The increase in net debt primarily resulted from the use of cash of $99.2 million for operating activities, which included the use for operating capital of $1.4 billion, primarily related to our typical working capital requirement during the period and discretionary spending of $963.5 million, as discussed above.

Components of net debt:

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

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

Short-term debt $ 24.1 $ 21.3 $ 16.9

20 unchanged sentences

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, as applicable.

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, as applicable.

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 the Sterling Notes.

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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.

At June 30, 2025, our long-term and short-term debt was rated BBB+ and A2 by S&P and Baa1 and P2 by Moody’s.

At September 30, 2025, our long-term and short-term debt was rated BBB+ and A2 by S&P and Baa1 and P2 by Moody’s.

Our access to the commercial paper market and the cost of these borrowings are affected by market conditions and our credit ratings.

6 unchanged sentences

We have the ability to fund our day-to-day liquidity, including working capital, by issuing commercial paper or borrowing under the Credit Facility.

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

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

We may issue commercial paper to fund our day-to-day liquidity when needed.

6 unchanged sentences

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

Due to the diversified nature of our client base, we do not believe that we are exposed to a concentration of credit risk, as our largest client represented 2.6% of revenue for the twelve months ended June 30, 2025.

However, during periods of economic downturn, the credit profiles of our clients could change.

2 unchanged sentences

If permitted by local law and the client agreement, many of our agencies purchase media and production services for our clients as an agent for a disclosed principal.

In addition, while operating practices vary by country, media type and media vendor, in the United States and

certain foreign markets, many of our agencies’ contracts with media and production providers specify that our agencies are not liable to the media and production providers under the theory of sequential liability until and to the extent we have been paid by our client for the media or production services.

In addition, while operating practices vary by country, media type and media vendor, in the United States and certain foreign markets, many of our agencies’ contracts with media and production providers specify that our agencies are not liable to the media and production providers under the theory of sequential liability until and to the extent we have been paid by our client for the media or production services.

Where purchases of media and production services are made by our agencies as a principal or are not subject to the theory of sequential liability, the risk of a material loss as a result of payment default by our clients could increase significantly, and such a loss could have a material adverse effect on our business, results of operations and financial position.

28 unchanged sentences

In applying the income approach, we use estimates to derive the discounted expected cash flows, or DCF, for each reporting unit that serves as the basis of our valuation.

These estimates and assumptions include revenue growth and operating margin, EBITDA, tax rates, capital expenditures, weighted average cost of capital and related discount rates and expected long-term cash

flow growth rates.

All of these estimates and assumptions are affected by conditions specific to our businesses, economic conditions related to the industry we operate in, as well as conditions in the global economy.

14 unchanged sentences

In the first half of 2025, our organic revenue increase was 3.2%, which excluded our net disposition activity and the impact from changes in foreign exchange rates.

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

The WACC is comprised of:

17 unchanged sentences

A change in the estimates we use could result in a decline in the estimated fair value of one or more of our reporting units from the amounts derived as of our latest valuation and could cause us to fail our goodwill impairment test if the estimated fair value for the reporting unit is less than the carrying value of the net assets of the reporting unit, including its goodwill.

A large decline in estimated fair value of a reporting

unit could result in a non-cash impairment charge and may have an adverse effect on our results of operations and financial condition.

A large decline in estimated fair value of a reporting unit could result in a non-cash impairment charge and may have an adverse effect on our results of operations and financial condition.

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 2. Management’s Discussion and Analysis