UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 1-10551

OMNICOM GROUP INC.

(Exact name of registrant as specified in its charter)

New York	13-1514814
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
280 Park Avenue, New York, NY	10017
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 415-3600

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock, $0.15 Par Value	OMC	New York Stock Exchange
0.800% Senior Notes due 2027	OMC/27	New York Stock Exchange
1.400% Senior Notes due 2031	OMC/31	New York Stock Exchange
3.700% Senior Notes due 2032	OMC/32	New York Stock Exchange
2.250% Senior Notes due 2033	OMC/33	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☑	Accelerated filer	☐	Non-accelerated filer	☐
Smaller reporting company	☐			Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of July 10, 2024, there were 195,648,843 shares of Omnicom Group Inc. Common Stock outstanding.

OMNICOM GROUP INC.

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024

TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION	Page
Item 1.	Financial Statements
	Consolidated Balance Sheets - June 30, 2024 and December 31, 2023	1
	Consolidated Statements of Income - Three and Six Months Ended June 30, 2024 and 2023	2
	Consolidated Statements of Comprehensive Income - Three and Six Months Ended June 30, 2024 and 2023	3
	Consolidated Statements of Equity - Three and Six Months Ended June 30, 2024 and 2023	4
	Consolidated Statements of Cash Flows - Six Months Ended June 30, 2024 and 2023	5
	Notes to Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
	Forward-Looking Statements	14
	Executive Summary	15
	Consolidated Results of Operations	18
	Non-GAAP Financial Measures	27
	Liquidity and Capital Resources	27
	Critical Accounting Estimates	30
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	32
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 5.	Other Information	33
Item 6.	Exhibits	33
Signatures		33

i

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

OMNICOM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In millions)

	June 30, 2024		December 31, 2023
	(Unaudited)
ASSETS:
Current Assets:
Cash and cash equivalents	$	2,711.7	$	4,432.0
Accounts receivable, net of allowance for doubtful accounts of $22.2 and $17.2	8,432.5		8,659.8
Work in process	1,800.0		1,342.5
Other current assets	1,028.2		949.9
Total Current Assets	13,972.4		15,384.2
Property and Equipment at cost, less accumulated depreciation of $1,133.5 and $1,150.4	859.9		874.9
Operating Lease Right-Of-Use Assets	1,015.5		1,046.4
Equity Method Investments	63.3		66.4
Goodwill	10,646.5		10,082.3
Intangible Assets, net of accumulated amortization of $857.3 and $863.6	522.7		366.9
Other Assets	243.9		223.5
TOTAL ASSETS	$	27,324.2	$	28,044.6
LIABILITIES AND EQUITY:
Current Liabilities:
Accounts payable	$	10,647.8	$	11,634.0
Customer advances	1,262.1		1,356.2
Current portion of debt	750.2		750.5
Short-term debt	15.1		10.9
Taxes payable	241.1		351.6
Other current liabilities	2,040.8		2,142.8
Total Current Liabilities	14,957.1		16,246.0
Long-Term Liabilities	881.0		887.7
Long-Term Liability - Operating Leases	806.2		853.0
Long-Term Debt	5,489.4		4,889.1
Deferred Tax Liabilities	533.8		529.1
Commitments and Contingent Liabilities (Note 13)
Temporary Equity - Redeemable Noncontrolling Interests	460.8		414.6
Equity:
Shareholders’ Equity:
Preferred stock	—		—
Common stock	44.6		44.6
Additional paid-in capital	468.4		492.0
Retained earnings	10,941.0		10,571.5
Accumulated other comprehensive income (loss)	(1,445.5)		(1,337.6)
Treasury stock, at cost	(6,372.7)		(6,154.2)
Total Shareholders’ Equity	3,635.8		3,616.3
Noncontrolling interests	560.1		608.8
Total Equity	4,195.9		4,225.1
TOTAL LIABILITIES AND EQUITY	$	27,324.2	$	28,044.6

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

1

OMNICOM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In millions, except per share amounts)

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
REVENUE	$	3,853.8	$	3,609.9	$	7,484.3	$	7,053.2
OPERATING EXPENSES:
Salary and service costs	2,800.1		2,617.8		5,492.7		5,160.7
Occupancy and other costs	314.2		297.7		628.3		589.3
Real estate and other repositioning costs	57.8		72.3		57.8		191.5
Gain on disposition of subsidiary	—		(78.8)		—		(78.8)
Cost of services	3,172.1		2,909.0		6,178.8		5,862.7
Selling, general and administrative expenses	111.0		99.1		196.3		188.3
Depreciation and amortization	60.4		51.1		120.0		105.0
Total Operating Expenses	3,343.5		3,059.2		6,495.1		6,156.0
OPERATING INCOME	510.3		550.7		989.2		897.2
Interest Expense	62.7		57.5		116.5		112.4
Interest Income	21.0		30.1		48.0		65.7
INCOME BEFORE INCOME TAXES AND INCOME FROM EQUITY METHOD INVESTMENTS	468.6		523.3		920.7		850.5
Income Tax Expense	123.7		141.2		239.7		224.6
Income From Equity Method Investments	3.3		1.1		4.2		1.2
NET INCOME	348.2		383.2		685.2		627.1
Net Income Attributed To Noncontrolling Interests	20.1		16.9		38.5		33.3
NET INCOME - OMNICOM GROUP INC.	$	328.1	$	366.3	$	646.7	$	593.8
Net Income Per Share - Omnicom Group Inc.:
Basic	$	1.67	$	1.84	$	3.28	$	2.96
Diluted	$	1.65	$	1.82	$	3.24	$	2.92
Weighted Average Shares:
Basic	195.9		198.9		196.9		200.6
Diluted	198.5		201.6		199.3		203.1

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

2

OMNICOM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In millions)

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
NET INCOME	$	348.2	$	383.2	$	685.2	$	627.1
OTHER COMPREHENSIVE INCOME (LOSS):
Cash flow hedge:
Amortization of loss included in interest expense	1.2		1.4		2.7		2.8
Income tax effect	(0.4)		(0.4)		(0.8)		(0.8)
Cash flow hedge, net of tax	0.8		1.0		1.9		2.0
Defined benefit pension plans and postemployment arrangements:
Amortization of prior service cost	1.2		1.0		2.4		2.1
Amortization of actuarial losses	0.2		0.2		0.5		0.4
Income tax effect	(0.5)		0.1		(2.3)		(0.8)
Defined benefit pension plans and postemployment arrangements, net of tax	0.9		1.3		0.6		1.7
Foreign currency translation adjustment	(31.9)		24.5		(118.2)		76.2
Other Comprehensive Income (Loss)	(30.2)		26.8		(115.7)		79.9
TOTAL COMPREHENSIVE INCOME	318.0		410.0		569.5		707.0
Comprehensive Income Attributed To Noncontrolling Interests	19.5		13.3		30.7		29.5
COMPREHENSIVE INCOME - OMNICOM GROUP INC.	$	298.5	$	396.7	$	538.8	$	677.5

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

3

OMNICOM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

(In millions, except per share amounts)

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
COMMON STOCK - Shares	297.2		297.2		297.2		297.2
COMMON STOCK - Par Value	$	44.6	$	44.6	$	44.6	$	44.6
ADDITIONAL PAID-IN CAPITAL:
Beginning Balance	512.0		580.7		492.0		571.1
Net change in noncontrolling interests	(15.1)		(41.4)		9.5		(79.9)
Change in temporary equity	(33.7)		32.8		(50.1)		54.1
Share-based compensation	22.6		20.4		44.7		41.1
Stock issued, share-based compensation	(17.4)		(6.7)		(27.7)		(0.6)
Ending Balance	468.4		585.8		468.4		585.8
RETAINED EARNINGS:
Beginning Balance	10,751.3		9,825.5		10,571.5		9,739.3
Net income	328.1		366.3		646.7		593.8
Common stock dividends declared	(138.4)		(140.4)		(277.2)		(281.7)
Ending Balance	10,941.0		10,051.4		10,941.0		10,051.4
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS):
Beginning Balance	(1,415.9)		(1,384.5)		(1,337.6)		(1,437.9)
Other comprehensive income (loss)	(29.6)		30.3		(107.9)		83.7
Ending Balance	(1,445.5)		(1,354.2)		(1,445.5)		(1,354.2)
TREASURY STOCK:
Beginning Balance	(6,322.5)		(5,949.7)		(6,154.2)		(5,665.0)
Stock issued, share-based compensation	19.9		14.1		33.5		34.5
Common stock repurchased	(70.1)		(238.5)		(252.0)		(543.6)
Ending Balance	(6,372.7)		(6,174.1)		(6,372.7)		(6,174.1)
SHAREHOLDERS' EQUITY	3,635.8		3,153.5		3,635.8		3,153.5
NONCONTROLLING INTERESTS:
Beginning Balance	564.7		514.6		608.8		524.3
Net income	20.1		16.9		38.5		33.3
Other comprehensive income (loss)	(0.6)		(3.6)		(7.8)		(3.8)
Dividends to noncontrolling interests	(20.9)		(19.5)		(34.2)		(32.0)
Net change in noncontrolling interests	(3.2)		(2.5)		(45.2)		(15.9)
Ending Balance	560.1		505.9		560.1		505.9
TOTAL EQUITY	$	4,195.9	$	3,659.4	$	4,195.9	$	3,659.4
Dividends Declared Per Common Share	$	0.70	$	0.70	$	1.40	$	1.40

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

4

OMNICOM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In millions)

	Six Months Ended June 30,
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	685.2	$	627.1
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization of right-of-use assets	67.9		66.4
Amortization of intangible assets	52.1		38.6
Share-based compensation	44.7		41.1
Real estate and other repositioning costs	57.8		191.5
Gain on disposition of subsidiary	—		(78.8)
Other, net	(6.4)		(5.7)
Use of operating capital	(1,661.5)		(1,664.8)
Net Cash Used In Operating Activities	(760.2)		(784.6)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(62.3)		(40.0)
Acquisition of businesses and interests in affiliates, net of cash acquired	(790.3)		(6.1)
Other, net	(13.7)		178.7
Net Cash (Used In) Provided By Investing Activities	(866.3)		132.6
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings	645.9		—
Change in short-term debt	5.2		1.7
Dividends paid to common shareholders	(278.9)		(285.1)
Repurchases of common stock	(249.8)		(538.8)
Proceeds from stock plans	3.5		33.2
Acquisition of additional noncontrolling interests	(26.5)		(34.7)
Dividends paid to noncontrolling interest shareholders	(34.2)		(32.0)
Payment of contingent purchase price obligations	(12.6)		(14.3)
Other, net	(37.7)		(27.0)
Net Cash Provided By (Used In) Financing Activities	14.9		(897.0)
Effect of foreign exchange rate changes on cash and cash equivalents	(108.7)		1.3
Net Decrease in Cash and Cash Equivalents	(1,720.3)		(1,547.7)
Cash and Cash Equivalents at the Beginning of Period	4,432.0		4,281.8
Cash and Cash Equivalents at the End of Period	$	2,711.7	$	2,734.1

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

5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

1. Presentation of Financial Statements

The terms “Omnicom,” “the Company,” “we,” “our” and “us” each refer to Omnicom Group Inc. and its subsidiaries, unless the context indicates otherwise. The accompanying unaudited consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP or GAAP, for interim financial information and Article 10 of Regulation S-X of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures have been condensed or omitted.

In our opinion, the accompanying unaudited consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation, in all material respects, of the information contained herein. These unaudited consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2023, or 2023 10-K. Results for the interim periods are not necessarily indicative of results that may be expected for the year.

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. The impact of these issues on our business will vary by geographic market and discipline. We monitor economic conditions closely, as well as client revenue levels and other factors. In response to reductions in revenue, we can take actions to align our cost structure with changes in client demand and manage our working capital. However, there can be no assurance as to the effectiveness of our efforts to mitigate any impact of the current and future adverse economic conditions, reductions in client revenue, changes in client creditworthiness and other developments.

2. Revenue

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. Our networks, practice areas and agencies provide a comprehensive range of services in the following fundamental disciplines: Advertising & Media, Precision Marketing, Public Relations, Healthcare, Branding & Retail Commerce, Experiential, and Execution & Support. Advertising & Media includes 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, 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. 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 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.

Economic factors affecting our revenue

Global economic conditions have a direct impact on our revenue. Adverse economic conditions pose a risk that our clients may reduce, postpone or cancel spending for our services, which would impact our revenue.

Revenue by discipline:

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Advertising & Media	$	2,046.8	$	1,911.5	$	3,953.6	$	3,688.0
Precision Marketing	438.8		369.0		877.0		729.0
Public Relations	418.2		393.6		808.5		769.1
Healthcare	353.1		349.3		676.7		667.7
Branding & Retail Commerce	199.3		210.5		399.5		420.1
Experiential	186.1		164.4		346.0		312.2
Execution & Support	211.5		211.6		423.0		467.1
Revenue	$	3,853.8	$	3,609.9	$	7,484.3	$	7,053.2

6

Revenue by geographic market:

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Americas:
North America	$	2,148.4	$	1,978.8	$	4,189.3	$	3,905.6
Latin America	106.4		84.6		202.9		158.6
EMEA:
Europe	1,101.9		1,045.6		2,107.7		1,997.5
Middle East and Africa	65.6		62.6		145.2		147.5
Asia-Pacific	431.5		438.3		839.2		844.0
Revenue	$	3,853.8	$	3,609.9	$	7,484.3	$	7,053.2

The Americas is comprised of North America, which includes the United States, Canada and Puerto Rico, and Latin America, which includes South America and Mexico. EMEA is comprised of Europe, the Middle East and Africa. 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, 2024, and 2023 was $2,033.4 million and $1,850.6 million, respectively, and revenue in the United States for the six months ended June 30, 2024, and 2023 was $3,959.3 million and $3,662.8 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.

	June 30, 2024		December 31, 2023		June 30, 2023
Work in process:
Media and production costs	$	843.9	$	664.4	$	797.1
Unbilled fees and costs and contract assets	956.1		678.1		840.9
Work in process	$	1,800.0	$	1,342.5	$	1,638.0
Customer advances	$	1,262.1	$	1,356.2	$	1,159.7

There were no work in process impairment charges recorded in the six months ended June 30, 2024 and 2023.

3. Net Income per Share

Basic and diluted net income per share:

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net Income - Omnicom Group Inc.	$	328.1	$	366.3	$	646.7	$	593.8
Weighted Average Shares (millions):
Basic	195.9		198.9		196.9		200.6
Dilutive stock options and restricted shares	2.6		2.7		2.4		2.5
Diluted	198.5		201.6		199.3		203.1
Net Income per Share - Omnicom Group Inc.:
Basic	$1.67		$1.84		$3.28		$2.96
Diluted	$1.65		$1.82		$3.24		$2.92

4. Business Combinations

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. The financial statements of Flywheel Digital are included in our consolidated financial statements as of and for the period ended June 30, 2024. The acquisition of Flywheel Digital did not have a material effect on our financial position or results of operations in the three and six months ended June 30, 2024 and is not expected to do so for the remainder of the year. The principal tangible assets and liabilities acquired were net working capital, and the intangible assets acquired were primarily comprised of customer relationships, intellectual property, trade name and goodwill. We expect goodwill attributed to the U.S. operations of Flywheel Digital to be tax deductible. The allocation of the purchase price to the underlying assets is undergoing a formal valuation process and is substantially complete. As a result, as of June 30, 2024, we estimated amortizable intangible assets to be $182.6 million. We do not expect any changes arising from the completion of the purchase price allocation to be material to our financial position or results of operations.

7

5. Goodwill and Intangible Assets

Change in goodwill:

	Six Months Ended June 30,
	2024		2023
January 1	$	10,082.3	$	9,734.3
Acquisitions	657.5		3.2
Noncontrolling interests in acquired businesses	10.7		—
Contingent purchase price obligations of acquired businesses	—		3.3
Dispositions	(5.9)		(118.6)
Foreign currency translation	(98.1)		81.2
June 30	$	10,646.5	$	9,703.4

The increase in goodwill during the six months ended June 30, 2024 is primarily attributable to the acquisition of Flywheel Digital. There were no goodwill impairment losses recorded in the six months ended June 30, 2024 and 2023, and there are no accumulated goodwill impairment losses.

Intangible assets:

	June 30, 2024						December 31, 2023
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Acquired intangible assets and internally developed strategic platform assets	$	1,088.6	$	(598.5)	$	490.1	$	902.6	$	(572.9)	$	329.7
Other purchased and internally developed software	291.4		(258.8)		32.6		327.9		(290.7)		37.2
Total Intangible Assets	$	1,380.0	$	(857.3)	$	522.7	$	1,230.5	$	(863.6)	$	366.9

Amortization of intangible assets:

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Acquired intangible assets and internally developed strategic platform assets	$	21.5	$	14.7	$	43.0	$	29.5
Other purchased and internally developed software	4.8		4.6		9.1		9.1
Amortization Expense	$	26.3	$	19.3	$	52.1	$	38.6

We completed our annual goodwill impairment test as of May 1, 2024. The market assumptions used in our assessment reflected the current economic environment (see Note 1- Risks and Uncertainties). Based on the results of our impairment test, we concluded that at May 1, 2024 our goodwill was not impaired.

6. Debt

Credit Facilities

Our $2.5 billion unsecured multi-currency revolving credit facility, or Credit Facility terminates on June 2, 2028. The $600 million Delayed Draw Term Loan Agreement, or Term Loan Facility automatically terminated on July 15, 2024. We have the ability to issue up to $2 billion of U.S. Dollar denominated commercial paper and issue up to the equivalent of $500 million in British Pounds or Euro under a Euro commercial paper program. During the three months ended June 30, 2024, there were no drawings under the Credit Facility or the Term Loan Facility, and no commercial paper issuances. In addition, certain of our international subsidiaries have uncommitted credit lines that are guaranteed by Omnicom, aggregating $503.5 million. All of these facilities provide additional liquidity sources for operating capital and general corporate purposes.

The Credit Facility has and Term Loan Facility had 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, 2024, 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 $15.1 million and $10.9 million at June 30, 2024 and December 31, 2023, 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.

8

Long-Term Debt

Long-term debt:

	June 30, 2024		December 31, 2023
3.65% Senior Notes due 2024	$	750.0	$	750.0
3.60% Senior Notes due 2026	1,400.0		1,400.0
€500 million 0.80% Senior Notes due 2027	535.2		553.0
2.45% Senior Notes due 2030	600.0		600.0
4.20% Senior Notes due 2030	600.0		600.0
€500 million 1.40% Senior Notes due 2031	535.2		553.0
2.60% Senior Notes due 2031	800.0		800.0
€600 million 3.70% Senior Notes due 2032	642.2		—
£325 million 2.25% Senior Notes due 2033	410.8		413.9
Long-Term Debt, Gross	6,273.4		5,669.9
Unamortized discount	(8.4)		(7.8)
Unamortized debt issuance costs	(24.8)		(22.3)
Unamortized deferred loss from settlement of interest rate swaps, net	(0.6)		(0.2)
Current portion	(750.2)		(750.5)
Long-Term Debt	$	5,489.4	$	4,889.1

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, or 2032 Notes. The net proceeds from the issuance, after deducting the underwriting discount and offering expenses, were $643.1 million.

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. These notes are a joint and several liability of Omnicom and OCI, and Omnicom unconditionally guarantees OCI’s obligations with respect to the notes. OCI provides funding for our operations by incurring debt and lending the proceeds to our operating subsidiaries. OCI’s assets primarily consist of cash and cash equivalents and intercompany loans made to our operating subsidiaries, and the related interest receivable. There are no restrictions on the ability of OCI or Omnicom to obtain funds from our subsidiaries through dividends, loans, or advances. Such notes are senior unsecured obligations that rank equal in right of payment with all existing and future unsecured senior indebtedness.

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 to the €600 million 3.70% 2032 Notes, 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. 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, 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.

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

9

7. Segment Reporting

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 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 agency networks' regional reporting units comprise three principal regions: the Americas, EMEA and Asia-Pacific. The regional reporting units monitor the performance of and are responsible for the agencies in their region. Agencies within the regional reporting units serve similar clients in similar industries and, in many cases, the same clients, and have similar economic characteristics.

Revenue and long-lived assets and goodwill by geographic region:

	Americas		EMEA		Asia-Pacific
June 30, 2024
Revenue - Three months ended	$	2,254.8	$	1,167.5	$	431.5
Revenue - Six months ended	$	4,392.2	$	2,252.9	$	839.2
Long-lived assets and goodwill	$	8,038.9	$	3,773.3	$	709.7
June 30, 2023
Revenue - Three months ended	$	2,063.4	$	1,108.2	$	438.3
Revenue - Six months ended	$	4,064.2	$	2,145.0	$	844.0
Long-lived assets and goodwill	$	7,521.9	$	3,431.1	$	706.5

8. Income Taxes

Our effective tax rate for the six months ended June 30, 2024 decreased period-over-period to 26.0% from 26.4%. The effective tax rate for six months ended June 30, 2024 includes the favorable impact from the resolution of certain non-U.S. tax positions of $7.5 million. The effective tax rate for the six months ended June 30, 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.

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. Under such rules, a minimum effective tax rate of 15% would apply to multinational companies with consolidated revenue above €750 million.

Under the Pillar Two rules, a company would be required to determine a combined effective tax rate for all entities located in a jurisdiction. 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 the pending implementation of Pillar Two by individual countries and the potential effects of Pillar Two on our business. The provisions effective in 2024 do not have a materially adverse impact on our results of operations, financial position, or cash flows.

At June 30, 2024, our unrecognized tax benefits were $176.7 million. Of this amount, approximately $170.3 million would affect our effective tax rate upon resolution of the uncertain tax positions.

9. Pension and Other Postemployment Benefits

Net periodic benefit expense:

	Defined Benefit Pension Plans				Postemployment Arrangements
	Six Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Service cost	$	1.1	$	1.7	$	1.5	$	1.7
Interest cost	2.9		5.1		3.0		2.8
Expected return on plan assets	(0.4)		(0.5)		—		—
Amortization of prior service cost	0.2		0.2		2.2		1.9
Amortization of actuarial losses	0.4		0.4		0.1		—
Total net periodic benefit expense	$	4.2	$	6.9	$	6.8	$	6.4

10

In the six months ended June 30, 2024 and 2023, we contributed $0.1 million and $0.3 million to our defined benefit pension plans, respectively.

10. Real Estate and Other Repositioning Costs

In connection with our strategic initiatives, for the three and six months ended June 30, 2024, operating expenses included $57.8 million ($42.9 million after-tax) in the second quarter of 2024 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. There were no significant real estate repositioning charges during the three and six months ended June 30, 2024.

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 three and six months ended June 30, 2023, operating expenses included $72.3 million ($54.5 million after-tax) primarily related to severance actions in the second quarter of 2023 and $191.5 million ($145.5 million after-tax), respectively, related to non-cash impairment charges for the operating lease right-of-use, or ROU, assets, severance charges, and other exit costs. Substantially all of the operating lease payments related to the ROU assets will be paid out over two years.

11. Disposition of Subsidiaries

In April 2023, we disposed of certain research businesses included in our Execution & Support discipline. As a result, for the three and six months ended June 30, 2023, we recorded a pretax gain of $78.8 million. The disposition did not have a material impact on our ongoing results of operations or financial position.

12. Supplemental Cash Flow Data

Change in operating capital:

	Six Months Ended June 30,
	2024		2023
(Increase) decrease in accounts receivable	$	340.2	$	584.6
(Increase) decrease in work in process and other current assets	(474.7)		(394.3)
Increase (decrease) in accounts payable	(985.8)		(1,016.1)
Increase (decrease) in customer advances, taxes payable and other current liabilities	(489.6)		(786.3)
Change in other assets and liabilities, net	(51.6)		(52.7)
Increase (decrease) in operating capital	$	(1,661.5)	$	(1,664.8)

Supplemental financial information:

Income taxes paid	$	306.4	$	289.1
Interest paid	$	70.7	$	75.2

Non-cash increase in lease liabilities:

Operating leases	$	93.6	$	77.4
Finance leases	$	25.0	$	25.6

13. Commitments and Contingent Liabilities

In the ordinary course of business, we are involved in various legal proceedings. We do not presently expect that such proceedings will have a material adverse effect on our results of operations or financial position.

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14. Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss), net of income taxes:

	Cash Flow Hedge		Defined Benefit Pension Plans and Postemployment Arrangements		Foreign Currency Translation		Total
	Six Months Ended June 30, 2024
January 1	$	(8.1)	$	(42.7)	$	(1,286.8)	$	(1,337.6)
Other comprehensive income (loss) before reclassifications	—		—		(110.4)		(110.4)
Reclassification from accumulated other comprehensive    income (loss)	1.9		0.6		—		2.5
June 30	$	(6.2)	$	(42.1)	$	(1,397.2)	$	(1,445.5)

	Six Months Ended June 30, 2023
January 1	$	(12.1)	$	(41.3)	$	(1,384.5)	$	(1,437.9)
Other comprehensive income (loss) before reclassifications	—		—		80.0		80.0
Reclassification from accumulated other comprehensive    income (loss)	2.0		1.7		—		3.7
June 30	$	(10.1)	$	(39.6)	$	(1,304.5)	$	(1,354.2)

15. Fair Value

Financial assets and liabilities are recorded at fair value based on the following:

•Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities.

•Level 2: Unadjusted quoted prices in active markets for similar assets or liabilities; unadjusted quoted prices for identical assets or liabilities in markets that are not active; and model-derived valuations with observable inputs.

•Level 3: Unobservable inputs for the asset or liability.

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

	June 30, 2024								December 31, 2023
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	2,711.7					$	2,711.7	$	4,432.0					$	4,432.0
Marketable equity securities	0.8						0.8		0.9						0.9
Cross currency swaps - net  investment hedge			$	11.5			11.5				$	—			—
Liabilities:
Cross currency swaps - net  investment hedge			$	—			$	—			$	6.6			$	6.6
Contingent purchase price obligations					$	249.8	249.8						$	229.5	229.5

Changes in contingent purchase price obligations:

	Six Months Ended June 30,
	2024		2023
January 1	$	229.5	$	115.0
Acquisitions	27.4		62.9
Revaluation and interest	6.2		(6.2)
Payments	(12.6)		(14.3)
Foreign currency translation	(0.7)		0.6
June 30	$	249.8	$	158.0

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

	June 30, 2024				December 31, 2023
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Cash and cash equivalents	$	2,711.7	$	2,711.7	$	4,432.0	$	4,432.0
Marketable equity securities	0.8		0.8		0.9		0.9
Cross currency swaps - net investment hedge	11.5		11.5		—		—
Non-marketable equity securities	12.5		12.5		6.7		6.7
Liabilities:
Short-term debt	$	15.1	$	15.1	$	10.9	$	10.9
Cross currency swaps - net investment hedge	—		—		6.6		6.6
Contingent purchase price obligations	249.8		249.8		229.5		229.5
Long-term debt	6,239.6		5,778.2		5,639.6		5,237.8

The estimated fair values of the cross-currency swaps are determined using model-derived valuations, taking into consideration foreign currency rates, interest rates, and counterparty credit risk. The estimated fair value of the contingent purchase price obligations is calculated in accordance with the terms of each acquisition agreement and is discounted. The fair value of long-term debt is based on quoted market prices.

16. Subsequent Events

We have evaluated events subsequent to the balance sheet date and determined that there have not been any events that have occurred that would require additional adjustments to, or disclosures in, these consolidated financial statements.

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Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements, including statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, from time to time, the Company or its representatives have made, or may make, forward-looking statements, orally or in writing. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial position, or otherwise, based on current beliefs of the Company’s management as well as assumptions made by, and information currently available to, the Company’s management. Forward-looking statements may be accompanied by words such as “aim,” “anticipate,” “believe,” “plan,” “could,” “should,” “would,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “will,” “possible,” “potential,” “predict,” “project” or similar words, phrases or expressions. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the Company’s control. Therefore, you should not place undue reliance on such statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include:

•adverse economic conditions, including those caused by 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 affecting the distribution of our clients’ products;

•international, national or local economic conditions that could adversely affect the Company or its clients;

•losses on media purchases and production costs incurred on behalf of clients;

•reductions in client spending, a slowdown in client payments and a deterioration or disruption in the credit markets;

•the ability to attract new clients and retain existing clients in the manner anticipated;

•changes in client advertising, marketing and corporate communications requirements;

•failure to manage potential conflicts of interest between or among clients;

•unanticipated changes related to competitive factors in the advertising, marketing and corporate communications industries;

•unanticipated changes to, or the ability to hire and retain key personnel;

•currency exchange rate fluctuations;

•reliance on information technology systems and risks related to cybersecurity incidents;

•effective management of the risks, challenges and efficiencies presented by utilizing Artificial Intelligence (AI) technologies and related partnerships in our business;

•changes in legislation or governmental regulations affecting the Company or its clients;

•risks associated with assumptions the Company makes in connection with its acquisitions, critical accounting estimates and legal proceedings;

•the Company’s international operations, which are subject to the risks of currency repatriation restrictions, social or political conditions and an evolving regulatory environment in high-growth markets and developing countries; and

•risks related to our environmental, social and governance goals and initiatives, including impacts from regulators and other stakeholders, and the impact of factors outside of our control on such goals and initiatives.

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that may affect the Company’s business, including those described in Item 1A, “Risk Factors” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023, or 2023 10-K, and in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report and in other documents filed from time to time with the Securities and Exchange Commission. Except as required under applicable law, the Company does not assume any obligation to update these forward-looking statements.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Amounts in tables in millions, except share and per share data or unless otherwise noted)

EXECUTIVE SUMMARY

The unaudited consolidated financial statements and related notes to the unaudited consolidated financial statements, including our critical accounting estimates, and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this report, should be read in conjunction with our 2023 10-K. In the following tables, dollars are presented in millions, except share amounts.

Given our size and breadth, we manage our business by monitoring several financial indicators. The key performance indicators we focus on are revenue growth, operating income, and EBITA (defined as earnings before interest, income taxes and amortization of acquired intangible assets and internally developed strategic platform assets) and EBITA margin (defined as EBITA divided by revenue). We analyze revenue growth by reviewing the components and mix of the growth, including growth by principal regional market, practice area and marketing discipline, the impact from foreign currency exchange rate changes, growth from acquisitions, net of dispositions, and growth from our largest clients. Variability in operating expenses is analyzed in the following categories: cost of services, selling, general and administrative expenses, or SG&A, and depreciation and amortization.

Financial Performance

Worldwide revenue for the three months ended June 30, 2024 increased $243.9 million, or 6.8%, to $3,853.8 million, compared to $3,609.9 million in the prior year quarter. Worldwide organic revenue growth (defined below) increased revenue $188.3 million, or 5.2%, period to period, reflecting increased client spending across substantially all of our disciplines, and primarily driven by our Advertising & Media, Experiential, and Healthcare disciplines. Our Experiential discipline benefited from the upcoming summer Olympics. Most geographic markets had positive organic growth compared to the prior year period. Changes in foreign exchange rates period-over-period reduced revenue $37.4 million, or 1.0%. Acquisition revenue, net of disposition revenue, increased revenue $93.0 million, or 2.6%, primarily related to the purchase of Flywheel Digital in January 2024 (see Note 4 to the unaudited consolidated financial statements) and acquisition activity in the second half of 2023.

Worldwide revenue for the six months ended June 30, 2024 increased $431.1 million, or 6.1%, to $7,484.3 million, compared to $7,053.2 million in the prior year quarter. Worldwide organic revenue growth increased revenue $325.2 million, or 4.6%, primarily reflecting increased client spending in our Advertising & Media, Precision Marketing, Experiential, and Healthcare disciplines and in all of our major geographic markets compared to the prior year period. Changes in foreign exchange rates period-over-period reduced revenue $40.1 million, or 0.6%. Acquisition revenue, net of disposition revenue, increased revenue $146.0 million, or 2.1%, primarily related to the purchase of Flywheel Digital in January 2024 (see Note 4 to the unaudited consolidated financial statements) and acquisition activity in the second half of 2023, partially offset by dispositions in the Execution & Support discipline in the first half of 2023.

The period-over-period change in worldwide revenue for the three months ended June 30, 2024, compared to the three months ended June 30, 2023, in our fundamental disciplines was: Advertising & Media increased $135.3 million, Precision Marketing increased $69.8 million, Public Relations increased $24.6 million, Healthcare increased $3.8 million, Branding & Retail Commerce decreased $11.2 million, Experiential increased $21.7 million, and Execution & Support decreased $0.1 million.

The period-over-period change in worldwide revenue for the six months ended June 30, 2024, compared to the six months ended June 30, 2023, in our fundamental disciplines was: Advertising & Media increased $265.6 million, Precision Marketing increased $148.0 million, Public Relations increased $39.4 million, Healthcare increased $9.0 million, Branding & Retail Commerce decreased $20.6 million, Experiential increased $33.8 million, and Execution & Support decreased $44.1 million.

The period-over-period change in worldwide revenue across our geographic markets for the three months ended June 30, 2024 was: North America increased $169.6 million, or 8.6%, Latin America increased $21.8 million, or 25.8%, Europe increased $56.3 million, or 5.4%, the Middle East and Africa increased $3.0 million, or 4.8%, and Asia-Pacific decreased $6.8 million, or 1.6%. Organic revenue for the three months ended June 30, 2024 increased across most countries within our major markets.

The period-over-period change in worldwide revenue across our geographic markets for the six months ended June 30, 2024 was: North America increased $283.7 million, or 7.3%, Latin America increased $44.3 million, or 27.9%, Europe increased $110.2 million, or 5.5%, the Middle East and Africa decreased $2.3 million, or 1.6%, and Asia-Pacific decreased $4.8 million, or 0.6%. Organic revenue for the six months ended June 30, 2024 increased across most countries within our major markets.

15

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

	Three Months Ended June 30,										Six Months Ended June 30,
	2024			2023			$ Change		% Change		2024			2023			$ Change		% Change
Revenue	$	3,853.8		$	3,609.9		$	243.9	6.8	%	$	7,484.3		$	7,053.2		$	431.1	6.1	%
Operating Income2	$	510.3		$	550.7		$	(40.4)	(7.3)	%	$	989.2		$	897.2		$	92.0	10.3	%
Operating Margin2	13.2		%	15.3		%			(2.1)	%	13.2		%	12.7		%			0.5	%
Interest expense, net	$	41.7		$	27.4		$	14.3	52.2	%	$	68.5		$	46.7		$	21.8	46.7	%
Net Income - Omnicom Group Inc.2	$	328.1		$	366.3		$	(38.2)	(10.4)	%	$	646.7		$	593.8		$	52.9	8.9	%
Net Income per Share - Omnicom Group Inc.: Diluted2	$	1.65		$	1.82		$	(0.17)	(9.3)	%	$	3.24		$	2.92		$	0.32	11.0	%
Non-GAAP Measures:
EBITA1,2,3	$	531.8		$	565.4		$	(33.6)	(5.9)	%	$	1,032.2		$	926.7		$	105.5	11.4	%
EBITA Margin %1,2,3	13.8		%	15.7		%			(1.9)	%	13.8		%	13.1		%			0.7	%

1) Reconciliation of Non-GAAP Financial Measures on page 27.

2) For the three and six months ended June 30, 2024, operating expenses include $57.8 million ($42.9 million after-tax) of repositioning costs, primarily related to severance, which reduced diluted net income per share - Omnicom Group Inc. by $0.22. For the three months ended June 30, 2023, operating expenses include a net decrease of $6.5 million ($1.4 million after-tax) related to a gain on the disposition of a subsidiary of $78.8 million ($55.9 million net of tax) in our Execution & Support discipline, partially offset by an increase of $72.3 million ($54.5 million after-tax) resulting from repositioning costs primarily related to severance, which increased diluted net income per share - Omnicom Group Inc. by $0.01. For the six months ended June 30, 2023, operating expenses include a net increase of $112.7 million ($89.6 million after-tax) comprised of $191.5 million ($145.5 million after-tax) of real estate and other repositioning costs, partially offset by the gain on the disposition of a subsidiary of $78.8 million ($55.9 million after-tax), which reduced diluted net income per share- Omnicom Group Inc. by $0.44 (see Notes 10 and 11 to the unaudited consolidated financial statements).

3) Beginning with the three months ended March 31, 2024, EBITA is defined as earnings before interest, income taxes and amortization of acquired intangible assets and internally developed strategic platform assets. As a result, we reclassified the prior year period to be consistent with the revised definition, which reduced EBITA from previously reported amounts. 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, the after-tax impact of which on diluted net income per share- Omnicom Group Inc. for the three and six months ended June 30, 2024 was $0.08 and $0.16, respectively, and for the three and six months ended June 30, 2023 was $0.05 and $0.11, respectively.

Our Business

Omnicom is a strategic holding company providing advertising, marketing and corporate communications services to many of the largest global companies. Our portfolio of companies includes our global networks, BBDO, DDB, TBWA, Omnicom Media Group, the DAS Group of Companies, and the Communications Consultancy Network. All of our global networks integrate their service offerings with the Omnicom branded practice areas, including Omnicom Health Group, Omnicom Precision Marketing Group, Omnicom Commerce Group, Omnicom Advertising Collective, Omnicom Public Relations Group, Omnicom Brand Consulting Group and Flywheel Digital, as well as our Experiential businesses and Execution & Support businesses, which includes Omnicom Specialty Marketing Group.

On a global, pan-regional, and local basis, our networks, practice areas, and agencies provide a comprehensive range of services in the following fundamental disciplines: Advertising & Media, Precision Marketing, Public Relations, Healthcare, Branding & Retail Commerce, Experiential, and Execution & Support. Advertising & Media includes 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, 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. Execution & Support includes field marketing, sales support, digital and physical merchandising, 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 business model was built and continues to evolve around our clients. While our networks, practice areas and agencies operate under different names and frame their ideas in different disciplines, we organize our services around our clients. Our fundamental business principle is that our clients’ specific marketing 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 collaboration

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allows us to cut across our internal organizational structures to execute our clients’ marketing requirements in a consistent and comprehensive manner. We use our client-centric approach to grow our business by expanding our service offerings to existing clients, moving into new markets and obtaining new clients. In addition, we pursue selective acquisitions of complementary companies with strong entrepreneurial management teams that currently serve or could serve our existing clients. In addition to collaborating through our client service models, our agencies, practice areas and networks collaborate across internally developed technology platforms. Annalect and Omni, our proprietary data and analytics platforms, serve as the strategic resource for all of our agencies, practice areas and networks to share when developing client service strategies across our virtual networks. These platforms provide precision marketing and insights at scale across creative, media and other disciplines.

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

As a leading global advertising, marketing and corporate communications company, we operate in all major markets and have a large and diverse client base. For the twelve months ended June 30, 2024, our largest client accounted for 2.9% of our revenue, and our 100 largest clients, which represent many of the world’s major marketers, accounted for approximately 53.6% of our revenue. Our clients operate in virtually every sector of the global economy with no one industry representing more than 17% of our revenue for the six months ended June 30, 2024. 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.

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. The impact of these issues on our business will vary by geographic market and discipline. We monitor economic conditions closely, as well as client revenue levels and other factors. In response to reductions in revenue, we can take actions to align our cost structure with changes in client demand and manage our working capital. However, there can be no assurance as to the effectiveness of our efforts to mitigate any impact of the current and future adverse economic conditions, reductions in client revenue, changes in client creditworthiness and other developments.

Revenue is typically lower in the first and third quarters and higher in the second and fourth quarters, reflecting client spending patterns during the year and additional project work that usually occurs in the fourth quarter. Certain global events targeted by major marketers for advertising expenditures, such as the FIFA World Cup and the Olympics, and certain national events, such as the U.S. election process, may affect our revenue period-over-period in certain businesses. Typically, these events do not have a significant impact on our revenue in any period.

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CONSOLIDATED RESULTS OF OPERATIONS

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

	Three Months Ended June 30,									Six Months Ended June 30,
	2024			2023			$ Change			2024			2023			$ Change
Revenue	$	3,853.8		$	3,609.9		$	243.9		$	7,484.3		$	7,053.2		$	431.1
Operating Expenses:
Salary and service costs	2,800.1			2,617.8			182.3			5,492.7			5,160.7			332.0
Occupancy and other costs	314.2			297.7			16.5			628.3			589.3			39.0
Real estate other repositioning costs2	57.8			72.3			(14.5)			57.8			191.5			(133.7)
Gain on disposition of subsidiary2	—			(78.8)			78.8			—			(78.8)			78.8
Cost of services	3,172.1			2,909.0			263.1			6,178.8			5,862.7			316.1
Selling, general and administrative expenses	111.0			99.1			11.9			196.3			188.3			8.0
Depreciation and amortization	60.4			51.1			9.3			120.0			105.0			15.0
Total operating expenses2	3,343.5			3,059.2			284.3			6,495.1			6,156.0			339.1
Operating Income2	510.3			550.7			(40.4)			989.2			897.2			92.0
Interest Expense	62.7			57.5			5.2			116.5			112.4			4.1
Interest Income	21.0			30.1			(9.1)			48.0			65.7			(17.7)
Income Before Income Taxes and Income From Equity Method Investments	468.6			523.3			(54.7)			920.7			850.5			70.2
Income Tax Expense	123.7			141.2			(17.5)			239.7			224.6			15.1
Income From Equity Method Investments	3.3			1.1			2.2			4.2			1.2			3.0
Net Income2	348.2			383.2			(35.0)			685.2			627.1			58.1
Net Income Attributed To Noncontrolling Interests	20.1			16.9			3.2			38.5			33.3			5.2
Net Income - Omnicom Group Inc.2	$	328.1		$	366.3		$	(38.2)		$	646.7		$	593.8		$	52.9
Net Income Per Share - Omnicom Group Inc.:2
Basic	$	1.67		$	1.84		$	(0.17)		$	3.28		$	2.96		$	0.32
Diluted	$	1.65		$	1.82		$	(0.17)		$	3.24		$	2.92		$	0.32
Revenue	$	3,853.8		$	3,609.9		$	243.9		$	7,484.3		$	7,053.2		$	431.1
Operating Margin %2	13.2		%	15.3		%				13.2		%	12.7		%
Non-GAAP Measures:1
EBITA2,3	$	531.8		$	565.4		$	(33.6)		$	1,032.2		$	926.7		$	105.5
EBITA Margin %2,3	13.8		%	15.7		%	(1.9)		%	13.8		%	13.1		%	0.7		%

1) Reconciliation of Non-GAAP Financial Measures on page 27.

2) For the three and six months ended June 30, 2024, operating expenses included $57.8 million ($42.9 million after-tax) of repositioning costs, primarily related to severance, which reduced diluted net income per share - Omnicom Group Inc. by $0.22. For the three months ended June 30, 2023, operating expenses included a net decrease of $6.5 million ($1.4 million after-tax) related to a gain on the disposition of a subsidiary of $78.8 million ($55.9 million net of tax) in our Execution & Support discipline, partially offset by an increase of $72.3 million ($54.5 million after-tax) resulting from repositioning costs primarily related to severance, which increased diluted net income per share - Omnicom Group Inc. by $0.01. For the six months ended June 30, 2023, operating expenses included a net increase of $112.7 million ($89.6 million after-tax) comprised of $191.5 million ($145.5 million after-tax) of real estate and other repositioning costs, partially offset by the gain on the disposition of a subsidiary of $78.8 million ($55.9 million after-tax), which reduced diluted net income per share- Omnicom Group Inc. by $0.44 (see Notes 10 and 11 to the unaudited consolidated financial statements).

3) Beginning with the three months ended March 31, 2024, EBITA is defined as earnings before interest, income taxes and amortization of acquired intangible assets and internally developed strategic platform assets. As a result, we reclassified the prior year period to be consistent with the revised definition, which reduced EBITA from previously reported amounts. 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, the after-tax impact of which on diluted net income per share- Omnicom Group Inc. for the three and six months ended June 30, 2024 was $0.08 and $0.16, respectively, and for the three and six months ended June 30, 2023 was $0.05 and $0.11, respectively.

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Revenue

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, 2023	$	3,609.9			$	1,850.6			$	1,759.3
Components of revenue change:
Foreign exchange rate impact	(37.4)		(1.0)	%	—		—	%	(37.4)		(2.1)	%
Acquisition revenue, net of disposition revenue	93.0		2.6	%	65.6		3.5	%	27.4		1.6	%
Organic growth	188.3		5.2	%	117.2		6.3	%	71.1		4.0	%
Three months ended June 30, 2024	$	3,853.8	6.8	%	$	2,033.4	9.9	%	$	1,820.4	3.5	%

	Total				Domestic				International
	$		%		$		%		$		%
Six months ended June 30, 2023	$	7,053.2			$	3,662.8			$	3,390.4
Components of revenue change:
Foreign exchange rate impact	(40.1)		(0.6)	%	—		—	%	(40.1)		(1.2)	%
Acquisition revenue, net of disposition revenue	146.0		2.1	%	100.7		2.7	%	45.3		1.3	%
Organic growth	325.2		4.6	%	195.8		5.3	%	129.4		3.8	%
Six months ended June 30, 2024	$	7,484.3	6.1	%	$	3,959.3	8.1	%	$	3,525.0	4.0	%

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 $3,891.2 million and $7,524.4 million for the Total column for the three and six months ended June 30, 2024, respectively). The foreign exchange impact is the difference between the current period revenue in U.S. Dollars and the current period constant currency revenue ($3,853.8 million less $3,891.2 million and $7,484.3 million less $7,524.4 million for the Total column for the three and six months ended June 30, 2024, 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. As a result, acquisition revenue excludes the positive or negative difference between our current period revenue subsequent to the acquisition date and the comparable prior period revenue and the positive or negative growth after the acquisition is attributed to organic growth. Disposition revenue is calculated as if the disposition occurred twelve months prior to the disposition date by aggregating the comparable prior period revenue of dispositions through the disposition date. The acquisition revenue and disposition revenue amounts are netted in the table.

•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 ($3,609.9 million and $7,053.2 million for the Total column for the three and six months ended June 30, 2024, respectively).

Changes in the value of foreign currencies against the U.S. Dollar affect our results of operations and financial position. For the most part, because the revenue and expense of our foreign operations are both denominated in the same local currency, the economic impact on operating margin is minimized. Assuming exchange rates at July 15, 2024 remain unchanged, we expect the impact of changes in foreign exchange rates will reduce revenue in both the third quarter and for the full year by 0.5%. Based on our acquisition and disposition activity to date, we expect that the net impact will increase revenue by 1.5% for both the third quarter and for the full year.

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Revenue by Discipline

To monitor the changing needs of our clients and to further expand the scope of our services to key clients, we monitor revenue across a broad range of disciplines and group them into the following categories: Advertising & Media, Precision Marketing, Branding & Retail Commerce, Experiential, Execution & Support, Public Relations, and Healthcare.

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

	Three Months Ended June 30,
	2024				2023				2024 vs. 2023
	$		% of Revenue		$		% of Revenue		$ Change		% Organic Growth
Advertising & Media	$	2,046.8	53.1	%	$	1,911.5	53.0	%	$	135.3	7.8	%
Precision Marketing	438.8		11.4	%	369.0		10.2	%	69.8		1.4	%
Public Relations	418.2		10.8	%	393.6		10.9	%	24.6		0.9	%
Healthcare	353.1		9.2	%	349.3		9.6	%	3.8		2.0	%
Branding & Retail Commerce	199.3		5.2	%	210.5		5.8	%	(11.2)		(3.8)	%
Experiential	186.1		4.8	%	164.4		4.6	%	21.7		17.6	%
Execution & Support	211.5		5.5	%	211.6		5.9	%	(0.1)		1.2	%
Revenue	$	3,853.8			$	3,609.9			$	243.9	5.2	%

	Six Months Ended June 30,
	2024				2023				2024 vs. 2023
	$		% of Revenue		$		% of Revenue		$ Change		% Organic Growth
Advertising & Media	$	3,953.6	52.8	%	$	3,688.0	52.3	%	$	265.6	7.4	%
Precision Marketing	877.0		11.7	%	729.0		10.3	%	148.0		2.9	%
Public Relations	808.5		10.8	%	769.1		10.9	%	39.4		(0.1)	%
Healthcare	676.7		9.1	%	667.7		9.5	%	9.0		2.0	%
Branding & Retail Commerce	399.5		5.3	%	420.1		6.0	%	(20.6)		(3.8)	%
Experiential	346.0		4.6	%	312.2		4.4	%	33.8		13.7	%
Execution & Support	423.0		5.7	%	467.1		6.6	%	(44.1)		(1.8)