Omnicom Group (OMC) 10-K risk factor changes: FY2024 vs FY2023

Adverse economic conditions, a reduction in client spending, a deterioration in the credit markets or a delay in client payments could have a material effect on our business, results of operations and financial [removed: position.][added: condition.]

Macroeconomic conditions have a direct impact on our business, results of operations and financial [removed: position.][added: condition.]

Adverse economic conditions, including [removed: high] [added: geopolitical events, international hostilities, acts of terrorism, public health crises, inflation or stagflation, tariffs] and [removed: sustained inflation, rising] [added: other trade barriers, central bank] interest [removed: rates,] [added: rate policies in countries that comprise our major markets and labor and] supply chain issues affecting the distribution of our clients’ products, or a disruption in the credit markets, pose a risk that clients may reduce, postpone or cancel spending [removed: on advertising,] [added: for] marketing and [removed: corporate] communications [removed: projects.][added: services.]

Such actions would reduce the demand for our services and could result in a reduction in our revenue, which would adversely affect our business, results of operations and financial [removed: position.][added: condition.]

A period of sustained inflation across [removed: all the] [added: our] major markets [removed: in which we operate] could result in higher operating costs.

In addition, the effects of inflation on [removed: consumers] [added: consumer] budgets could result in the reduction of our clients’ spending plans on the [removed: advertising,] marketing and [removed: communication] [added: communications] services we provide.

If we are unable to increase our fees or take other actions to mitigate the effect of the resulting higher costs, our business, results of operations and financial [removed: position] [added: condition] could be negatively impacted.

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 [removed: position.][added: condition.]

Geopolitical events, international hostilities or acts of terrorism could have a material adverse effect on our business, results of operations and financial [removed: position.][added: condition.]

These actions could have a significant and adverse impact our business, results of operations and financial [removed: position] [added: condition] in the future.

Global public health crises or [removed: pandemics, such as the COVID -19 pandemic,] [added: pandemics] or other similar health crises could adversely impact our business, results of operations and financial [removed: position.][added: condition.]

Clients periodically review and change their [removed: advertising,] marketing and [removed: corporate] communications requirements and relationships.

If we are unable to remain competitive or retain key clients, our business, results of operations and financial [removed: position] [added: condition] may be adversely affected.

From time to time, clients may put their [removed: advertising,] marketing and [removed: corporate] communications business up for competitive review.

To the extent that we are not able to remain competitive or retain key clients, our revenue may be adversely affected, which could have a material adverse effect on our business, results of operations and financial [removed: position.][added: condition.]

If we are unable to maintain multiple agencies to manage multiple client relationships and avoid potential conflicts of interests, our business, results of operations and financial [removed: position] [added: condition] may be adversely affected.

If we are unable to attract and retain key personnel, our ability to provide our services in the manner clients have come to expect may be adversely affected, which could harm our reputation and result in a loss of clients, which could have a material adverse effect on our business, results of operations and financial [removed: position.][added: condition.]

The loss of several of our largest clients could have a material adverse effect on our business, results of operations and financial [removed: position.][added: condition.]

In [removed: 2023,] [added: 2024,] our [added: largest client represented approximately 2.7% and our] 100 largest clients represented approximately [removed: 55%] [added: 54%] of our revenue.

Clients generally are able to reduce or cancel current or future spending on [removed: advertising,] marketing and [removed: corporate] communications [removed: projects] [added: services] at any time on short notice for any reason.

A significant reduction in spending on our services by our largest clients, or the loss of several of our largest clients, if not replaced by new clients or an increase in business from existing clients, would adversely affect our revenue and could have a material adverse effect on our business, results of operations and financial [removed: position.][added: condition.]

Such occurrences could adversely affect our business, results of operations, financial [removed: position] [added: condition] and reputation and could result in litigation or regulatory action, as discussed below.

[removed: While] [added: While,] to [removed: date] [added: date,] no incidents have had a material impact on our operations or financial results, we cannot guarantee that material incidents will not occur in the future.

We continually evaluate the use of AI in our business processes, and in [removed: 2023] [added: 2023,] we entered into strategic partnerships with leading AI technology companies, enabling enhanced product and service capabilities in generative AI.

This technology, which is a new and emerging technology in early stages of commercial use, presents a number of risks inherent in its use, including ethical considerations, public perception and reputation concerns, intellectual property protection, regulatory compliance and privacy and data security concerns, all of which could have a material adverse effect on our business, results of operations and financial [removed: position.][added: condition.]

If we [added: fail to increase our capabilities in generative AI, or if we] are unable to successfully adapt to new developments related [removed: to, and] [added: to the] risks and challenges associated with AI, [added: demand for] our [added: services could be reduced, and our] business, results of operations and financial [removed: position] [added: condition] could be negatively impacted.

Currency exchange rate fluctuations have impacted, and in the future could impact, our business, results of operations and financial [removed: position.][added: condition.]

In [removed: 2023,] [added: 2024,] our international operations represented approximately [removed: 49%] [added: 48%] of our revenue.

As a result, both adverse and beneficial fluctuations in foreign exchange rates impact our business, results of operations and financial [removed: position.][added: condition.]

We operate in high-growth markets and developing countries, which often carry greater risks and uncertainties that could have a material adverse effect on our business, results of operations and financial [removed: position.][added: condition.]

Our operations are also subject to the United States Foreign Corrupt Practices Act and other anti-corruption and [removed: anti-bribery laws and regulations.][added: anti-]

Our business, results of operations and financial [removed: position] [added: condition] can be adversely affected if we are unable to effectively operate, or manage the risks associated with operating in these markets and countries.

We regularly evaluate potential acquisitions of businesses that are complementary to our businesses and [removed: client needs,] [added: service offerings,] and in some cases, associated technological capabilities and assets.

If we fail to identify certain material risks from one or more acquisitions, our business, results of operations and financial [removed: position] [added: condition] could be adversely affected.

Our goodwill is an intangible asset that may become impaired, which could have a material adverse effect on our business, results of operations and financial [removed: position.][added: condition.]

While we have concluded, for each year presented in the financial statements included in this report, that our goodwill is not impaired, future events could cause us to conclude that the [removed: intangible asset values] [added: goodwill] associated with a given operation may become impaired.

Any resulting non-cash impairment charge could have a material adverse effect on our business, results of operations and financial [removed: position.][added: condition.]

Laws and regulations and actions of consumer advocates may limit the scope and content of our services, affect our ability to meet our clients’ needs, result in third-party claims, litigation, regulatory proceedings or government investigations, or otherwise have a material adverse effect on our business, results of operations and financial [removed: position.][added: condition.]

Government agencies and consumer groups directly or indirectly affect or attempt to affect the scope, content and manner of presentation of [removed: advertising,] marketing and [removed: corporate] communications services, through regulation or other governmental action, which could affect our ability to meet our clients’ needs.

Any regulatory or judicial action that affects our ability to meet our clients’ needs or reduces client spending on our services could have a material adverse effect on our business, results of operations and financial [removed: position.][added: condition.]

Also, we have acquired or may acquire companies that have cybersecurity vulnerabilities or different cybersecurity risk management processes, which may increase our risks from cybersecurity threats and attacks.

bribery laws and regulations.

Risks Related to the Proposed Merger with IPG

The Merger may not be completed, and the Merger Agreement may be terminated in accordance with its terms.

The Merger is subject to a number of conditions that must be satisfied or waived prior to the completion of the Merger, including, among others, the approval by our stockholders of our share issuance proposal, the approval by IPG stockholders of the proposal to adopt the Merger Agreement, the receipt of requisite regulatory approvals and the approval for listing on the New York Stock Exchange, or NYSE, of the shares of our common stock issuable to IPG stockholders pursuant to the Merger Agreement.

These conditions to the completion of the Merger may not be satisfied or waived in a timely manner or at all, and, accordingly, the Merger may be delayed or may not be completed.

In addition, if the Merger is not completed by December 8, 2025, which date may be extended to June 8, 2026 in certain circumstances, either we or IPG may choose not to proceed with the Merger by terminating the Merger Agreement, and the parties can mutually decide to terminate the Merger Agreement at any time, before or after stockholder approval.

In addition, we and IPG may elect to terminate the Merger in certain other circumstances as set forth in the Merger Agreement.

If the Merger Agreement is terminated under specified circumstances, Omnicom would be required to pay IPG a termination fee of $676 million.

Additionally, if the Merger Agreement is terminated in circumstances where the Omnicom shareholders have not approved our share issuance proposal, then Omnicom has agreed to reimburse IPG’s expenses up to $25 million.

Failure to complete the Merger could negatively impact the price of shares of our common stock, as well as our business and results of operations.

If the Merger is not completed for any reason, our business and results of operations may be adversely affected and, without realizing any of the benefits of having completed the Merger, we would be subject to a number of risks, including:

- we may experience negative reactions from the financial markets, including negative impacts on the market price of our common stock;

- we may experience negative reactions from clients, vendors, joint venture participants and other third parties with whom we do business, which in turn could affect our business operations or our ability to compete for new business or obtain renewals in the marketplace more broadly;

- we may experience negative reactions from employees;

- we will still be required to pay certain significant costs relating to the Merger, such as legal, accounting, financial advisor and printing fees; and

- we will have expended time and resources that could otherwise have been spent on our existing business and the pursuit of other opportunities that could have been beneficial to us, and our ongoing business and results of operations may be adversely affected.

If the Merger Agreement is terminated under specified circumstances, we may be required to pay IPG a termination fee or other termination‑related payment as discussed above.

Uncertainties associated with the Merger may cause a loss of our and IPG’s management personnel and other key employees, which could adversely affect the business and operations of the combined company following the Merger.

Each of Omnicom and IPG depends on the experience and industry knowledge of its officers and other key employees to execute its business plans.

The success of the combined company after the Merger will depend, in part, on its ability to retain key management personnel and other key employees.

Our and IPG’s current and prospective employees may experience uncertainty about their roles within the combined company following the Merger or other concerns regarding the timing and completion of the Merger or the operations of the combined company following the Merger, any of which may have an adverse effect on our and IPG’s ability to retain or attract key management and other key personnel.

If we or IPG are unable to retain personnel, including our or IPG’s key management, who are critical to the future operations of the companies, we and IPG could face disruptions in our respective operations, loss of existing clients, loss of key information, expertise or know‑how and unanticipated additional recruitment and training costs.

In addition, the loss of our and IPG’s key personnel could diminish the anticipated benefits of the Merger.

No assurance can be given that the combined company, following the Merger, will be able to retain or attract our and IPG’s key management personnel and other key employees to the same extent that we and IPG have previously been able to retain or attract personnel.

Our and IPG’s business relationships may be subject to disruption due to uncertainty associated with the Merger, which could have a material effect on our business, results of operations, financial condition and cash flows or those of the combined company following the Merger.

Parties with whom we or IPG do business may experience uncertainty associated with the Merger, including with respect to current or future business relationships with us or IPG following the Merger.

Our and IPG’s business relationships may be subject to disruption as clients, vendors, landlords, joint venture participants and other third parties with whom we or IPG do business may attempt to delay or defer entering into new business relationships, negotiate changes in existing business relationships or consider entering into business relationships with parties other than us or IPG.

These disruptions could have a material and adverse effect on our and IPG’s business, results of operations, financial condition and cash flows, regardless of whether the Merger is completed, as well as a material and adverse effect on the combined company’s ability to realize the expected cost savings, operating synergies and other benefits of the Merger.

The risk, and adverse effects, of any disruption could be exacerbated by a delay in completion of the Merger or termination of the Merger Agreement.

The Merger Agreement subjects us to restrictions on business activities prior to the effective time of the Merger.

The Merger Agreement restricts us from entering into certain corporate transactions and taking other specified actions without the consent of IPG and generally requires us to continue our operations in the ordinary course through the completion of the Merger.

These restrictions could be in place for an extended period of time if completion of the Merger is delayed and could prevent us from pursuing attractive business opportunities that may arise prior to the completion of the Merger.

We are expected to incur significant costs in connection with the Merger and integration of the two companies, which may be in excess of those anticipated by us.

We have incurred and expect to continue to incur costs associated with negotiating and completing the Merger and combining the operations of the two companies.

These costs have been, and will continue to be, substantial.

The substantial majority of costs will consist of transaction costs related to the Merger and include, among others, fees paid to financial, legal and accounting advisors, filing fees, employee retention and other employment-related costs, and debt restructuring costs.

Many of these costs will be borne by us even if the Merger is not completed.

We will also incur transaction costs related to formulating and implementing integration plans, including facilities, systems and service contract consolidation costs and employment‑related costs.

We will continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in connection with the Merger and the integration of the two companies’ businesses.

information provided on our website, press statements and other communications, including through our Corporate Responsibility Report.

Global economic [removed: challenges,] [added: disruptions,] including geopolitical events, international hostilities, acts of terrorism, public health crises, [removed: high and sustained] inflation [added: or stagflation, tariffs and other trade barriers, central bank interest rate policies] in countries that comprise our major [removed: markets, high interest rates,] [added: markets] and labor and supply chain [removed: issues] [added: challenges] could cause economic uncertainty and volatility.

[added: 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.

We are a strategic holding company providing [removed: advertising,] [added: data-inspired, creative] marketing and [removed: corporate communications services] [added: sales solutions] to many of the largest global companies.

All [added: 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, [removed: and] Omnicom Brand Consulting Group, [added: Flywheel Digital and Omnicom Production, a practice area that brings together Omnicom’s global production capabilities,] as well as our Experiential businesses and Execution & Support businesses, which includes Omnicom Specialty Marketing Group.

[removed: As described in Note 5 to the consolidated financial statements, on] [added: In] January [removed: 2,] 2024, we acquired Flywheel Digital, the digital commerce business of Ascential plc, for a net cash purchase price of approximately $845 million.

On a global, pan-regional, and local basis, our networks, practice [removed: areas,] [added: areas] and agencies provide a comprehensive range of services in the following fundamental disciplines: [removed: Advertising] [added: Media] & [removed: Media,] [added: Advertising,] Precision Marketing, [removed: Commerce] [added: Public Relations, Healthcare, Branding] & [removed: Branding,] [added: Retail Commerce,] Experiential, [added: and] Execution & [removed: Support, Public Relations, and Healthcare.][added: Support.]

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

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

[removed: Commerce &] Branding [added: & Retail Commerce] services include brand and product consulting, strategy and [removed: research, retail,] [added: research] and [removed: e-commerce.][added: retail marketing.]

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

Public Relations services include corporate communications, crisis [removed: management, public affairs, and media and media relations services.]

Our geographic markets include the Americas, which includes North America and Latin America, Europe, [removed: the Middle East and Africa (EMEA),] [added: EMEA,] and Asia-Pacific.

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

In addition, we pursue selective acquisitions of complementary companies with strong entrepreneurial management teams that [removed: currently serve or] could [removed: serve] [added: fill gaps in] our [added: service delivery to our] existing clients.

[removed: As a leading global advertising, marketing and corporate communications company, we] [added: We] operate in all major markets and have a large client base.

For the year ended December 31, [removed: 2023,] [added: 2024,] our largest client represented [removed: 3.0%] [added: 2.7%] of revenue, and our 100 largest clients, which represent many of the world's major marketers, represented approximately [removed: 55%] [added: 54%] of revenue.

Our clients operate in virtually every sector of the global economy, with no one industry representing more than 17% of our revenue in [removed: 2023.][added: 2024.]

Adverse global economic conditions pose a risk that our clients may reduce, postpone or cancel spending on [removed: advertising,] marketing and [removed: corporate] communications services, which would reduce the demand for our services.

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 [removed: period-over-period] [added: year-over-year] in certain businesses.

Operating expenses [removed: are analyzed in the following categories:] [added: primarily consist of] cost of services, selling, general and administrative expenses, or SG&A, and depreciation and [removed: amortization.][added: amortization, and are analyzed for each network by the chief operating decision maker, who allocates resources accordingly.]

Changes in foreign exchange rates reduced revenue [removed: $28.3] [added: $65.5] million, or [removed: 0.2%,] [added: 0.4%,] and acquisition revenue, net of disposition revenue, [removed: reduced] [added: increased] revenue [removed: $153.1] [added: $293.7] million, or [removed: 1.1%.][added: 2.0% (see Note 5 and 14 to the consolidated financial statements).]

The negative impact on revenue from acquisitions, net of dispositions, [removed: period to period] [added: year-over-year] was primarily due to dispositions in the Execution & Support discipline in the first and second quarters of 2023, including the sale of our research businesses, as well as the disposition of our businesses in Russia in the first quarter of 2022, partially offset by acquisitions in our [removed: Advertising &] Media [added: & Advertising] and Public Relations disciplines [removed: during the year.][added: in 2023.]

The [removed: changes] [added: increases] in worldwide revenue across our principal regional markets were: North America [removed: increased $95.0] [added: $699.2] million, Europe [removed: increased $256.4] [added: $172.1] million, Asia-Pacific [removed: increased $31.0] [added: $69.1] million and Latin America [removed: increased $57.8] [added: $46.9] million.

In [added: 2023,] North [removed: America for 2023 compared to the prior year period, increased] [added: America’s] organic revenue [added: growth] was driven primarily by the performance in the United States, especially in the [removed: Advertising &] Media [added: & Advertising] discipline, led by our media business, and our Precision Marketing, and Healthcare disciplines, partially offset by negative performance in our Experiential and [removed: Commerce &] Branding [added: & Retail Commerce] disciplines, which faced difficult comparisons to the prior year, and our Execution & Support discipline.

In [removed: Europe, organic revenue] [added: Europe] for 2023 [removed: increased] compared to [removed: 2022] [added: 2022, organic revenue increased] across most countries [removed: of] [added: in] our major markets and in substantially all disciplines, especially our [removed: Advertising &] Media [added: & Advertising] discipline, led by our media business, and our Experiential discipline, partially offset by a decrease in our Public Relations discipline.

Foreign currency changes increased revenue [removed: for] [added: in] 2023, primarily as a result of the strengthening of the Euro and British Pound against the U.S. Dollar [removed: period to period.][added: year-over-year.]

In Latin America, organic revenue [removed: for] [added: growth in] 2023 increased in all [removed: of] our disciplines, led by our [removed: Advertising &] Media [added: & Advertising] discipline, and in substantially all countries in the region.

[removed: In Asia-Pacific, organic] [added: Organic] revenue for [added: Asia-Pacific in] 2023 increased compared to 2022 across most major markets in the region, especially China, India, Australia, and Japan, and was led by our media business in our [removed: Advertising &] Media [added: & Advertising] discipline and our Experiential discipline.

The organic revenue growth was partially offset by the weakening of certain [removed: foreign] currencies [added: in the region] against the U.S. [removed: Dollar period to period,] [added: Dollar,] especially the Australian Dollar, Japanese [removed: Yen,] [added: Yen] and Chinese Renminbi.

The [added: year-over-year] changes in worldwide revenue in 2023, compared to 2022, in our fundamental disciplines were: [removed: Advertising &] Media [added: & Advertising] increased $457.3 million, Precision Marketing increased $46.9 million, [removed: Commerce &] [added: Public Relations increased $26.2 million, Healthcare increased $40.4 million,] Branding [added: & Retail Commerce] increased $5.6 million, Experiential increased $15.8 million, [added: and] Execution & Support decreased $189.1 [removed: million, Public Relations increased $26.2 million, and Healthcare increased $40.4] million.

A summary of our [removed: full year] consolidated results of operations [removed: period-over-period is as follows:][added: year-over-year:]

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [added: 2022] | | | | | | $ Change | | | | | | [removed: % Change] | | | | | | [removed: | | | | | |] [added: $ Change] | | |

| [removed: Revenue | | | $ | 14,692.2 | |] [added: Revenue] | | | $ | [removed: 14,289.1] [added: 14,692.2] | | | | | | | | | | | $ | [removed: 403.1] [added: 14,289.1] | | | | | [removed: 2.8] | | [removed: %] | | | | [added: $] | [added: 403.1] | | | | | [added: 2.8] | | [added: %] |

| [removed: Operating Income2,3 | | | $ | 2,104.7 | |] [added: Operating Income] | | | $ | [removed: 2,083.3] [added: 2,104.7] | | | | | [added: 14.3] | | [added: %] | | | | $ | [removed: 21.4] [added: 2,083.3] | | | | | [removed: 1.0] [added: 14.6] | | % | | | | [added: $] | [added: 21.4] | | | | | [added: 1.0] | | [added: %] |

| Operating [removed: Margin2,3] [added: Margin %] | | | [removed: 14.3] [added: 14.5] | | % | | | | [removed: 14.6] [added: 14.3] | | % | | | | [removed: | | | | | |] [added: 14.6] | | [added: %] | | | | [removed: (0.3)] [added: 0.2] | | % | | | | | | | | | | [added: (0.3)] | | [added: %] |

| [removed: Net] [added: Net] Income - Omnicom Group [removed: Inc.2,3] [added: Inc.2,3] | | | $ | [removed: 1,391.4] [added: 1,480.6] | | | | | $ | [removed: 1,316.5 | | | | | |] [added: 1,391.4] | | | | | $ | [removed: 74.9] [added: 1,316.5] | | | | | [removed: 5.7] [added: $] | [added: 89.2] | [removed: %] | | | | | | | | | | [added: $] | [added: 74.9] | |

| Net Income per Share - Omnicom Group Inc.: Diluted2,3 | | | $ | [removed: 6.91] [added: 7.46] | | | | | $ | [removed: 6.36] [added: 6.91] | | | | | | | | | | | $ | 0.55 | | | | | [removed: 8.6] [added: 8.0] | | % | | | | | | | | | | | | |

| EBITA Margin1,2,3 | | | [removed: 14.9] [added: 15.1] | | % | | | | [removed: 15.1] [added: 14.7] | | % | | | | | | | | | | | | | | | | [removed: (0.2)] [added: 0.4] | | % | | | | | | | | | | | | |

1) Reconciliation of Non-GAAP Financial Measures on page [removed: [25](#ie3aa794e02a942fdadfe96e1bc636e4e_2358).][added: [30](#id2543120f734423a98e6e87f4f8b4a5b_109).]

[removed: 2) For the year ended December 31,] [added: In] 2023, operating expenses included real estate operating lease impairment charges, [removed: severance,] [added: severance] and other exit costs of $191.5 million ($145.5 million [removed: after tax)] [added: after-tax)] related to repositioning actions we took in the first and second quarters of 2023 to reduce our real estate requirements, rebalance our workforce, and consolidate operations in certain [removed: markets (see Note 13 to the consolidated financial][added: markets.]

Agreement to Acquire IPG

On December 8, 2024, we entered into the Merger Agreement with IPG.

Upon closing, each share of IPG common stock will be exchanged for 0.344 shares of Omnicom common stock.

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

For additional information, see Item 1, “Business - *Agreement to Acquire IPG.*”

In August 2024, we announced the formation of Omnicom Advertising Group, or OAG, a new global organization that aligns the world-class creative networks BBDO, DDB and TBWA, as well as leading agencies within the Omnicom Advertising Collective.

OAG began operations in January 2025.

management, public affairs and media and media relations services.

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

Worldwide revenue in 2024 increased $996.9 million, or 6.8%, to $15.7 billion compared to $14.7 billion in 2023.

Worldwide organic growth (defined below) increased revenue $768.7 million, or 5.2%, reflecting increased client spending in our Media & Advertising, Precision Marketing, Experiential and Public Relations disciplines and in all of our major geographic markets compared to the prior year.

Our Public Relations discipline was helped by spending on the U.S. elections, and the Experiential discipline benefited from spending on the Summer Olympics.

In North America, organic revenue growth in 2024 compared to the prior year 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 Public Relations disciplines.

Our Public Relations discipline was helped by spending on the U.S. elections, and the Experiential discipline benefited from spending on the Summer Olympics.

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

Acquisitions, net of dispositions, positively impacted revenue and were primarily related to the purchase of Flywheel Digital in January 2024 and

acquisitions in the second half of 2023 in our Public Relations discipline, partially offset by dispositions in the Execution & Support discipline in the first half of 2023.

In Europe, organic revenue growth in 2024 compared to the prior year was driven by strong performance in our Media & Advertising discipline, led by our media business, and in our Experiential and Execution & Support disciplines, partially offset by underperformance in our Precision Marketing, Branding & Retail Commerce and Public Relations disciplines.

Foreign currency exchange rate changes increased revenue year-over-year, primarily as a result of the strengthening of the British Pound, partially offset by the weakening of several currencies against the U.S. Dollar year-over-year.

Acquisitions, net of dispositions for 2024, positively impacted revenue and were primarily related to the purchase of Flywheel Digital in January 2024 and acquisition activity in our Media & Advertising discipline in the second half of 2023, partially offset by dispositions in the Execution & Support discipline in the first half of 2023.

In Latin America, organic revenue growth in 2024 compared to the prior year, increased in all disciplines, led by Media & Advertising, and in all countries in the region.

The weakening of most currencies against the U.S. Dollar decreased revenue in 2024, compared to 2023.

Acquisitions positively impacted revenue and were primarily related to acquisition activity in our Media & Advertising discipline in the prior year and the purchase of Flywheel Digital in January 2024.

In Asia-Pacific, during 2024, organic revenue increased compared to 2023.

Organic growth in our Media & Advertising discipline was partially offset by underperformance in our Precision Marketing and Public Relations disciplines.

Substantially all markets in the region, especially China, India, Australia, the Philippines and Thailand, had positive organic revenue growth as compared to the prior year.

Foreign currency changes decreased revenue for the year, primarily as a result of the weakening of the Japanese Yen and Chinese Reminbi against the U.S. Dollar.

Acquisition activity, including the purchase of Flywheel Digital in January 2024, increased revenue compared to the prior year.

| Revenue | | | $ | 15,689.1 | | | | | $ | 14,692.2 | | | | | | | | | | | $ | 996.9 | | | | | 6.8 | | % | | | | | | | | | | | | |

| Operating Income2,3 | | | $ | 2,274.6 | | | | | $ | 2,104.7 | | | | | | | | | | | $ | 169.9 | | | | | 8.1 | | % | | | | | | | | | | | | |

| Operating Margin2,3 | | | 14.5 | | % | | | | 14.3 | | % | | | | | | | | | | | | | | | | 0.2 | | % | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| EBITA1,2,3 | | | $ | 2,362.1 | | | | | $ | 2,166.5 | | | | | | | | | | | $ | 195.6 | | | | | 9.0 | | % | | | | | | | | | | | | |

2) In 2024, operating expenses included $57.8 million ($42.9 million after-tax) of repositioning costs, primarily related to severance, recorded in the second quarter of 2024 (see Note 13 to the consolidated financial statements).

Included in selling, general and administrative expenses in the fourth quarter of 2024 are acquisition transaction costs of $14.6 million ($13.1 million after-tax), related to the proposed merger with IPG (see Note 1 to the consolidated financial statements).

As a result, we reclassified the prior year 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 on diluted net income per share- Omnicom Group Inc. for 2024 and 2023 was $0.32 and $0.23, respectively.

| | | | May 1, 2024 | | | | | | May 1, 2023 | | |

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | 2024 vs. 2023 | | | | | | | | | | | | 2023 vs. 2022 | | |

| Real estate and other repositioning costs2 | | | 57.8 | | | | | | 191.5 | | | | | | — | | | | | | (133.7) | | | | | | | | | | | | 191.5 | | |

However,

Flywheel Digital provides services in e-commerce operations, media execution, and market intelligence.

These services are complemented by a technology platform, which provides near real-time insights to clients.

We expect Flywheel Digital to be a separate practice area within Omnicom, and we expect to integrate their services across our Advertising & Media, Precision Marketing and Commerce & Branding disciplines.

Worldwide revenue in 2023 increased to $14,692.2 million compared to $14,289.1 million in 2022.

Worldwide organic growth increased revenue $584.5 million, or 4.1%.

The strengthening of most currencies, especially the Mexican Peso and Brazilian Real, partially offset by the weakening of the Argentine Peso against the U.S. Dollar, increased revenue in 2023 compared to 2022.

| Interest expense, net | | | $ | 111.8 | | | | | $ | 137.9 | | | | | | | | | | | $ | (26.1) | | | | | (18.9) | | % | | | | | | | | | | | | |

| EBITA1,2,3 | | | $ | 2,185.0 | | | | | $ | 2,163.6 | | | | | | | | | | | $ | 21.4 | | | | | 1.0 | | % | | | | | | | | | | | | |

statements).

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

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Full Year | | | | | | | | | | | | | | | | | | 2023 v. 2022 | | | | | | | | | | | | 2022 v. 2021 | | |

| Diluted1,2 | | | $ | 6.91 | | | | | $ | 6.36 | | | | | $ | 6.53 | | | | | $ | 0.55 | | | | | | | | | | | $ | (0.17) | |

| Operating Margin % | | | 14.3 | | % | | | | 14.6 | | % | | | | 15.4 | | % | | | | (0.3) | | % | | | | | | | | | | (0.8) | | % |

| EBITA | | | $ | 2,185.0 | | | | | $ | 2,163.6 | | | | | $ | 2,277.9 | | | | | $ | 21.4 | | | | | | | | | | | $ | (114.3) | |

| EBITA Margin % | | | 14.9 | | % | | | | 15.1 | | % | | | | 15.9 | | % | | | | (0.2) | | % | | | | | | | | | | (0.8) | | % |

2) For the year ended December 31, 2022, operating expenses included $113.4 million of charges recorded in the first quarter of 2022, as well as an additional net income tax charge of $4.8 million, related to the disposition of our businesses in Russia, which reduced net income - Omnicom Group Inc. by $118.2 million and diluted net income per share - Omnicom Group Inc. by $0.57 (see Note 15 to the consolidated financial statements).

3) For the year ended December 31, 2021, operating expenses were favorably impacted by the $50.5 million gain recorded in connection with the disposition in the Advertising & Media discipline.

| Twelve Months Ended December 31, 2021 | | | $ | 14,289.4 | | | | | | | | | | | $ | 7,245.9 | | | | | | | | | | | $ | 7,043.5 | | | | | | | |

| Acquisition revenue, net of disposition revenue | | | (665.6) | | | | | | (4.7) | | % | | | | (505.5) | | | | | | (7.0) | | % | | | | (160.1) | | | | | | (2.3) | | % |

| Organic growth | | | 1,346.3 | | | | | | 9.4 | | % | | | | 626.9 | | | | | | 8.7 | | % | | | | 719.4 | | | | | | 10.2 | | % |

| Twelve Months Ended December 31, 2022 | | | $ | 14,289.1 | | | | | — | | % | | | | $ | 7,367.3 | | | | | 1.7 | | % | | | | $ | 6,921.8 | | | | | (1.7) | | % |

| | | | Full Year | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Advertising & Media | | | $ | 7,433.9 | | | | | 52.0 | | % | | | | $ | 7,966.2 | | | | | 55.7 | | % | | | | $ | (532.3) | | | | | 7.3 | | % |

| Precision Marketing | | | 1,426.6 | | | | | | 10.0 | | % | | | | 1,205.2 | | | | | | 8.4 | | % | | | | 221.4 | | | | | | 17.0 | | % |

| Commerce & Branding | | | 848.1 | | | | | | 5.9 | | % | | | | 802.2 | | | | | | 5.6 | | % | | | | 45.9 | | | | | | 11.7 | | % |

| Experiential | | | 635.6 | | | | | | 4.4 | | % | | | | 536.0 | | | | | | 3.8 | | % | | | | 99.6 | | | | | | 26.4 | | % |

| Execution & Support | | | 1,069.9 | | | | | | 7.5 | | % | | | | 1,115.9 | | | | | | 7.8 | | % | | | | (46.0) | | | | | | 3.9 | | % |

| Public Relations | | | 1,552.7 | | | | | | 10.9 | | % | | | | 1,398.2 | | | | | | 9.8 | | % | | | | 154.5 | | | | | | 13.7 | | % |

| Healthcare | | | 1,322.3 | | | | | | 9.3 | | % | | | | 1,265.7 | | | | | | 8.9 | | % | | | | 56.6 | | | | | | 7.1 | | % |

| Revenue | | | $ | 14,289.1 | | | | | | | | | | | $ | 14,289.4 | | | | | | | | | | | $ | (0.3) | | | | | 9.4 | | % |

*2022 v.

2021*

Organic revenue increased across all disciplines.

The impact of foreign exchange translation decreased revenue period to period as substantially all foreign currencies weakened against the U.S. Dollar, especially the British Pound and the Euro.

The decrease in revenue in our Advertising & Media discipline period to period was primarily the result of the disposition of our businesses in Russia.

We [removed: may] use forward foreign exchange contracts as economic hedges to manage the cash flow volatility arising from foreign exchange rate fluctuations.

Using derivatives exposes us to the [added: credit] risk that counterparties to the derivative contracts will fail to meet their contractual obligations.

Based on the results of the model, we estimate with 95% confidence a maximum one-day change in the net fair value of our derivative financial instruments at December 31, [removed: 2023] [added: 2024] was not [removed: significant.][added: material.]

In [removed: 2023,] [added: 2024,] our international operations represented approximately [removed: 49%] [added: 48%] of our revenue.

Changes in the value of foreign currencies against the U.S. Dollar affect our results of operations and financial [removed: position.][added: condition.]

To manage this risk, at December 31, [removed: 2022,] [added: 2024,] we had outstanding forward foreign exchange contracts with an aggregate notional amount of [removed: $40.3] [added: $4.7] million.

The net fair value of the forward foreign contracts at December 31, [removed: 2022,] [added: 2024] was not material (see Note 22 to the consolidated financial statements).

[removed: There] [added: At December 31, 2023, there] were no [removed: outstanding] forward foreign exchange contracts [removed: at December 31, 2023.][added: outstanding.]

[removed: In 2023 and 2022, we] [added: We] recorded a reduction of interest expense of $6.6 million [added: in each of 2024] and [removed: $1.2 million, respectively.][added: 2023.]

At December 31, [removed: 2023] [added: 2024, an asset of $9.3 million is recorded in other assets,] and [removed: 2022, the] [added: at December 31, 2023, a] liability [removed: for the swap fair value was] [added: of] $6.6 million [removed: and $16.5 million, respectively, and was] [added: is] recorded in long-term [removed: liabilities.][added: liabilities, for the swap fair value.]

There were no interest rate swaps in [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

Long-term debt at December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] consisted entirely of fixed-rate debt.

We provide [removed: advertising,] marketing and [removed: corporate] 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 [removed: 3.0%] [added: 2.7%] of revenue in [removed: 2023.][added: 2024.]

[added: These commitments are] included in accounts payable when the services are delivered by the media providers or production companies.

[removed: 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.

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 [removed: position.][added: condition.]

If permitted by

These commitments are

[removed: Omnicom is] [added: We are] a strategic holding company providing [removed: advertising,] [added: data-inspired, creative] marketing and [removed: corporate communications services] [added: sales solutions] to many of the largest global companies.

Our portfolio of companies includes our global networks, BBDO, [removed: DDB,] [added: DDB and] 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, [removed: and] Omnicom Brand Consulting Group, [added: Flywheel Digital and Omnicom Production, a practice area that brings together Omnicom’s global production capabilities,] as well as our Experiential businesses and Execution & Support businesses, which includes Omnicom Specialty Marketing Group.

We operate in a highly competitive industry and compete against other global, national and regional [removed: advertising and] [added: advertising,] marketing [added: and communications] services companies, as well as technology, social media and professional services companies.

These developments make it more complex for marketers to reach their target audiences in a cost-effective way, causing them to turn to [removed: global service providers such as] Omnicom for a customized mix of [removed: advertising and] marketing [added: and communications] services designed to optimize their total marketing expenditure.

On a global, pan-regional, and local basis, our networks, practice [removed: areas,] [added: areas] and agencies provide a comprehensive range of services in the following fundamental disciplines: [removed: Advertising] [added: Media] & [removed: Media,] [added: Advertising,] Precision Marketing, [removed: Commerce] [added: Public Relations, Healthcare, Branding] & [removed: Branding,] [added: Retail Commerce,] Experiential, [added: and] Execution & [removed: Support, Public Relations, and Healthcare.][added: Support.]

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

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

[removed: Commerce &] Branding [added: & Retail Commerce] services include brand and product consulting, strategy and [removed: research, retail,] [added: research] and [removed: e-commerce.][added: retail marketing.]

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

Public Relations services include corporate communications, crisis management, public [removed: affairs,] [added: affairs] and media and media relations services.

[removed: As a leading global advertising, marketing and corporate communications company, we] [added: We] operate in all major markets and have a large client base.

Our geographic markets include the Americas, which includes North America and Latin America, Europe, the Middle East and [removed: Africa (EMEA),] [added: Africa, or EMEA,] and Asia-Pacific.

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

In addition, we pursue selective acquisitions of complementary companies with strong entrepreneurial management teams that [removed: currently serve or could serve] [added: fill gaps in] our [added: service delivery to our] existing clients.

[removed: In addition to] collaborating through our client service models, our agencies, practice areas and networks collaborate across internally developed technology platforms.

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 [removed: limitations,] [added: limitations and] risks, and privacy concerns.

Driven by our clients’ continuous demand for more effective and efficient marketing activities, we strive to provide an extensive range of [removed: advertising,] marketing and [removed: corporate] communications services through various client-centric networks that are organized to meet specific client objectives.

| | | | corporate social responsibility consulting | | | | | | [removed: merchandising and point of sale] [added: mobile marketing] | | |

| | | | crisis communications | | | | | | [removed: mobile] [added: multi-cultural] marketing | | |

| | | | custom publishing | | | | | | [removed: multi-cultural] [added: non-profit] marketing | | |

| | | | digital/direct marketing and post-production services | | | | | | [removed: package design] [added: product placement] | | |

| | | | digital transformation consulting | | | | | | [removed: product placement] [added: promotional marketing] | | |

| | | | entertainment marketing | | | | | | [removed: promotional marketing] [added: public affairs] | | |

| | | | experiential marketing | | | | | | public [removed: affairs] [added: relations] | | |

| | | | field marketing | | | | | | [removed: public relations] [added: retail marketing] | | |

| | | | financial/corporate business-to-business advertising | | | | | | retail [removed: marketing] [added: media and e-commerce] | | |

| | | | healthcare marketing and communications | | | | | | [removed: search engine] [added: shopper] marketing | | |

[removed: We] [added: Our portfolio of businesses provides clients with an array of strategic options and we] have structured our business around these trends.

For information about our acquisitions and dispositions, see Item 7, [removed: Management's Discussion and Analysis of Financial Condition and Results of Operations, or MD&A,] [added: “MD&A] - *Acquisitions and [removed: Goodwill*] [added: Goodwill”*] and Notes 5, 14 and 15 to the consolidated financial statements.

In each of the three years ended December 31, [removed: 2023,] [added: 2024,] none of our acquisitions or dispositions, individually or in the aggregate, were material to our results of operations or financial [removed: position.][added: condition.]

[removed: As described in Note 5 to the consolidated financial statements, on] [added: In] January [removed: 2,] 2024, we acquired Flywheel Digital, the digital commerce business of Ascential plc, for a net cash purchase price of approximately $845 million.

The various components of our business, including revenue by discipline and geographic area, and material factors that affected us in the three years ended December 31, [removed: 2023,] [added: 2024,] are discussed in [removed: the MD&A.][added: Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”).]

For example, in [removed: 2023,] [added: 2024,] our largest client represented [removed: 3.0%] [added: 2.7%] of revenue and was served by approximately [removed: 150] [added: 155] of our agencies.

Our 100 largest clients, [removed: many of] which represent [added: many of] the [removed: largest global companies,] [added: major marketers,] represented approximately [removed: 55%] [added: 54%] of revenue and were each served, on average, by approximately 55 of our agencies.

We are subject to various [removed: local,] [added: federal,] state and [removed: federal] [added: local] laws and regulations in the countries in which we conduct business.

Compliance with these laws and regulations in the normal course of business did not have a material effect on our business, results of operations or financial [removed: position.][added: condition.]

Additional information regarding the impact of government regulations on our business is included in Item [removed: 1A.][added: 1A, “Risk Factors - *Legal and* *Regulatory Risks*.”]

Common to all is the ability to understand [removed: a] [added: the] client’s brand or product and its selling proposition and to develop a unique message to communicate the value of the brand or product to the client’s target audience, whether through traditional channels or digital platforms.

Our social and human capital management priorities include, among other things, adopting codes of conduct and business ethics, providing competitive wages and benefits, comprehensive training [removed: programs, succession planning, promoting diversity and inclusion and implementing] programs [removed: that foster the achievement of systemic equity throughout our organization.][added: and succession planning.]

Agreement to Acquire IPG

On December 8, 2024, Omnicom entered into an Agreement and Plan of Merger, or the Merger Agreement, by and among Omnicom, EXT Subsidiary Inc., a direct wholly owned subsidiary of Omnicom, or Merger Sub, and IPG, pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into IPG, or the Merger, with IPG surviving the Merger as a wholly owned subsidiary of Omnicom.

Under the terms of the Merger Agreement, IPG shareholders will receive 0.344 shares of Omnicom common stock for each share of IPG common stock they own.

Following the close of the Merger, Omnicom shareholders are expected to own approximately 60.6% of the combined company and IPG shareholders are expected to own approximately 39.4%, on a fully diluted basis.

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

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

In August 2024, we announced the formation of Omnicom Advertising Group, or OAG, a new global organization that aligns the world-class creative networks BBDO, DDB and TBWA, as well as leading agencies within the Omnicom Advertising Collective.

OAG began operations in January 2025.

In addition to

| | | | content marketing | | | | | | merchandising and point of sale | | |

| | | | data analytics | | | | | | organizational communications | | |

| | | | database management | | | | | | package design | | |

| | | | graphic arts/digital imaging | | | | | | search engine marketing | | |

| | | | instore design | | | | | | studio production | | |

As clients increase their demands for marketing effectiveness and efficiency, they tend to pursue a strategy that covers all consumer touch points in an economically effective manner.

Various regulatory bodies have proposed or enacted climate-related reporting requirements and similar proposals, including the SEC’s climate-related reporting proposal and California’s climate-related disclosure laws.

The European Union’s Corporate Sustainability Reporting Directive has established disclosure requirements based on the European Sustainability Reporting Standards, or ESRS.

However, reporting standards based on ESRS requirements are evolving for sustainability reporting, and regulations in other international markets are still evolving.

We are monitoring the requirements in all the jurisdictions we operate and evaluating the impacts of those requirements and related reporting timelines.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | |

| | | | content marketing | | | | | | retail media planning and buying | | |

| | | | data analytics | | | | | | non-profit marketing | | |

| | | | database management | | | | | | organizational communications | | |

| | | | graphic arts/digital imaging | | | | | | retail media and e-commerce | | |

| | | | instore design | | | | | | shopper marketing | | |

As clients increase their demands for marketing effectiveness and efficiency, they tend to continue to consolidate their business within one or a small number of service providers in the pursuit of a single engagement covering all consumer touch points.

Flywheel Digital provides services in e-commerce operations, media execution, and market intelligence.

These services are complemented by a technology platform, which provides near real-time insights to clients.

We expect Flywheel Digital to be a separate practice area within Omnicom, and we expect to integrate their services across our Advertising & Media, Precision Marketing and Commerce & Branding disciplines.

Risk Factors - *Regulatory Risks*.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Andrew L. Castellaneta | | | Senior Vice President, Chief Accounting Officer | | | 65 | | |

| Rochelle M. Tarlowe | | | Senior Vice President and Treasurer | | | 53 | | |

| Jonathan B. Nelson | | | CEO, Omnicom Digital | | | 56 | | |

Ms. Tarlowe was named Senior Vice President and Treasurer in May 2019 and previously served as Senior Vice President and Treasurer of Avis Budget Group from 2007 until April 2019.

SEC’s website at www.sec.gov.

We do not expect that [removed: these] [added: such] proceedings will have a material adverse effect on our results of operations or financial [removed: position.][added: condition.]

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2023][added: 2024]

The aggregate market value of the voting and non-voting common stock held by non-affiliates as of June 30, [removed: 2023] [added: 2024] was [removed: $18,548,799,047.][added: $17,486,183,571.]

As of [removed: February 1, 2024,] [added: January 30, 2025,] there were [removed: 197,992,717] [added: 196,490,662] shares of Omnicom Group Inc. Common Stock outstanding.

Portions of the Omnicom Group Inc. Definitive Proxy Statement for the Annual Meeting of Shareholders [removed: scheduled] [added: planned] to be held on May [removed: 7, 2024] [added: 6, 2025] are incorporated by reference into Part III of this report to the extent described herein.

ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, [removed: 2023][added: 2024]

| Item 1. | | | [removed: [Business](#ie3aa794e02a942fdadfe96e1bc636e4e_16)] [added: [Business](#id2543120f734423a98e6e87f4f8b4a5b_16)] | | | [removed: [1](#ie3aa794e02a942fdadfe96e1bc636e4e_16)] [added: [1](#id2543120f734423a98e6e87f4f8b4a5b_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ie3aa794e02a942fdadfe96e1bc636e4e_19)] [added: Factors](#id2543120f734423a98e6e87f4f8b4a5b_19)] | | | [removed: [4](#ie3aa794e02a942fdadfe96e1bc636e4e_19)] [added: [4](#id2543120f734423a98e6e87f4f8b4a5b_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ie3aa794e02a942fdadfe96e1bc636e4e_22)] [added: Comments](#id2543120f734423a98e6e87f4f8b4a5b_22)] | | | [removed: [8](#ie3aa794e02a942fdadfe96e1bc636e4e_22)] [added: [11](#id2543120f734423a98e6e87f4f8b4a5b_22)] | | |

| Item 1C. | | | Cybersecurity | | | [removed: [8](#ie3aa794e02a942fdadfe96e1bc636e4e_22)] [added: [11](#id2543120f734423a98e6e87f4f8b4a5b_22)] | | |

| Item 2. | | | [removed: [Properties](#ie3aa794e02a942fdadfe96e1bc636e4e_25)] [added: [Properties](#id2543120f734423a98e6e87f4f8b4a5b_28)] | | | [removed: [9](#ie3aa794e02a942fdadfe96e1bc636e4e_25)] [added: [12](#id2543120f734423a98e6e87f4f8b4a5b_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ie3aa794e02a942fdadfe96e1bc636e4e_28)] [added: Proceedings](#id2543120f734423a98e6e87f4f8b4a5b_31)] | | | [removed: [9](#ie3aa794e02a942fdadfe96e1bc636e4e_28)] [added: [12](#id2543120f734423a98e6e87f4f8b4a5b_31)] | | |

| [Item [removed: 4.](#ie3aa794e02a942fdadfe96e1bc636e4e_31)] [added: 4.](#id2543120f734423a98e6e87f4f8b4a5b_34)] | | | [Mine Safety [removed: Disclosures](#ie3aa794e02a942fdadfe96e1bc636e4e_31)] [added: Disclosures](#id2543120f734423a98e6e87f4f8b4a5b_34)] | | | [removed: [9](#ie3aa794e02a942fdadfe96e1bc636e4e_31)] [added: [12](#id2543120f734423a98e6e87f4f8b4a5b_34)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ie3aa794e02a942fdadfe96e1bc636e4e_37)] [added: Securities](#id2543120f734423a98e6e87f4f8b4a5b_40)] | | | [removed: [9](#ie3aa794e02a942fdadfe96e1bc636e4e_37)] [added: [13](#id2543120f734423a98e6e87f4f8b4a5b_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ie3aa794e02a942fdadfe96e1bc636e4e_40)] [added: Operations](#id2543120f734423a98e6e87f4f8b4a5b_43)] | | | [removed: [9](#ie3aa794e02a942fdadfe96e1bc636e4e_40)] [added: [13](#id2543120f734423a98e6e87f4f8b4a5b_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ie3aa794e02a942fdadfe96e1bc636e4e_58)] [added: Risk](#id2543120f734423a98e6e87f4f8b4a5b_139)] | | | [removed: 29] [added: [34](#id2543120f734423a98e6e87f4f8b4a5b_139)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ie3aa794e02a942fdadfe96e1bc636e4e_61)] [added: Data](#id2543120f734423a98e6e87f4f8b4a5b_151)] | | | [removed: [30](#ie3aa794e02a942fdadfe96e1bc636e4e_61)] [added: [35](#id2543120f734423a98e6e87f4f8b4a5b_151)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#ie3aa794e02a942fdadfe96e1bc636e4e_64)] [added: Disclosure](#id2543120f734423a98e6e87f4f8b4a5b_154)] | | | [removed: [30](#ie3aa794e02a942fdadfe96e1bc636e4e_64)] [added: [35](#id2543120f734423a98e6e87f4f8b4a5b_154)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ie3aa794e02a942fdadfe96e1bc636e4e_67)] [added: Procedures](#id2543120f734423a98e6e87f4f8b4a5b_157)] | | | [removed: [30](#ie3aa794e02a942fdadfe96e1bc636e4e_67)] [added: [35](#id2543120f734423a98e6e87f4f8b4a5b_157)] | | |

| Item 9B. | | | [Other [removed: Information](#ie3aa794e02a942fdadfe96e1bc636e4e_70)] [added: Information](#id2543120f734423a98e6e87f4f8b4a5b_160)] | | | [removed: [30](#ie3aa794e02a942fdadfe96e1bc636e4e_70)] [added: [35](#id2543120f734423a98e6e87f4f8b4a5b_160)] | | |

| Item 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [removed: [30](#ie3aa794e02a942fdadfe96e1bc636e4e_70)] [added: [35](#id2543120f734423a98e6e87f4f8b4a5b_160)] | | |

| [Item [removed: 10.](#ie3aa794e02a942fdadfe96e1bc636e4e_79)] [added: 10.](#id2543120f734423a98e6e87f4f8b4a5b_169)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#ie3aa794e02a942fdadfe96e1bc636e4e_79)] [added: Governance](#id2543120f734423a98e6e87f4f8b4a5b_169)] | | | [removed: [30](#ie3aa794e02a942fdadfe96e1bc636e4e_79)] [added: [36](#id2543120f734423a98e6e87f4f8b4a5b_169)] | | |

| [Item [removed: 11.](#ie3aa794e02a942fdadfe96e1bc636e4e_82)] [added: 11.](#id2543120f734423a98e6e87f4f8b4a5b_172)] | | | [Executive [removed: Compensation](#ie3aa794e02a942fdadfe96e1bc636e4e_82)] [added: Compensation](#id2543120f734423a98e6e87f4f8b4a5b_172)] | | | [removed: [30](#ie3aa794e02a942fdadfe96e1bc636e4e_82)] [added: [36](#id2543120f734423a98e6e87f4f8b4a5b_172)] | | |

| [Item [removed: 12.](#ie3aa794e02a942fdadfe96e1bc636e4e_85)] [added: 12.](#id2543120f734423a98e6e87f4f8b4a5b_175)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ie3aa794e02a942fdadfe96e1bc636e4e_85)] [added: Matters](#id2543120f734423a98e6e87f4f8b4a5b_175)] | | | [removed: [31](#ie3aa794e02a942fdadfe96e1bc636e4e_85)] [added: [36](#id2543120f734423a98e6e87f4f8b4a5b_175)] | | |

| [Item [removed: 13.](#ie3aa794e02a942fdadfe96e1bc636e4e_88)] [added: 13.](#id2543120f734423a98e6e87f4f8b4a5b_178)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ie3aa794e02a942fdadfe96e1bc636e4e_88)] [added: Independence](#id2543120f734423a98e6e87f4f8b4a5b_178)] | | | [removed: [31](#ie3aa794e02a942fdadfe96e1bc636e4e_88)] [added: [36](#id2543120f734423a98e6e87f4f8b4a5b_178)] | | |

| [Item [removed: 14.](#ie3aa794e02a942fdadfe96e1bc636e4e_91)] [added: 14.](#id2543120f734423a98e6e87f4f8b4a5b_181)] | | | [Principal Accountant Fees and [removed: Services](#ie3aa794e02a942fdadfe96e1bc636e4e_91)] [added: Services](#id2543120f734423a98e6e87f4f8b4a5b_181)] | | | [removed: [31](#ie3aa794e02a942fdadfe96e1bc636e4e_91)] [added: [36](#id2543120f734423a98e6e87f4f8b4a5b_181)] | | |

| Item 15. | | | [Exhibit and Financial Statement [removed: Schedules](#ie3aa794e02a942fdadfe96e1bc636e4e_97)] [added: Schedules](#id2543120f734423a98e6e87f4f8b4a5b_187)] | | | [removed: [31](#ie3aa794e02a942fdadfe96e1bc636e4e_97)] [added: [36](#id2543120f734423a98e6e87f4f8b4a5b_187)] | | |

| [Item [removed: 16.](#ie3aa794e02a942fdadfe96e1bc636e4e_103)] [added: 16.](#id2543120f734423a98e6e87f4f8b4a5b_193)] | | | [Form 10-K [removed: Summary](#ie3aa794e02a942fdadfe96e1bc636e4e_103)] [added: Summary](#id2543120f734423a98e6e87f4f8b4a5b_193)] | | | [removed: [34](#ie3aa794e02a942fdadfe96e1bc636e4e_103)] [added: [39](#id2543120f734423a98e6e87f4f8b4a5b_193)] | | |

| [Management Report on Internal Control Over Financial [removed: Reporting](#ie3aa794e02a942fdadfe96e1bc636e4e_112)] [added: Reporting](#id2543120f734423a98e6e87f4f8b4a5b_202)] | | | | | | [removed: [F-](#ie3aa794e02a942fdadfe96e1bc636e4e_112)[1](#ie3aa794e02a942fdadfe96e1bc636e4e_112)] [added: [F-](#id2543120f734423a98e6e87f4f8b4a5b_202)[1](#id2543120f734423a98e6e87f4f8b4a5b_202)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#ie3aa794e02a942fdadfe96e1bc636e4e_115)] [added: Firm](#id2543120f734423a98e6e87f4f8b4a5b_205)] | | | | | | [removed: [F-](#ie3aa794e02a942fdadfe96e1bc636e4e_115)[2](#ie3aa794e02a942fdadfe96e1bc636e4e_115)] [added: [F-](#id2543120f734423a98e6e87f4f8b4a5b_205)[2](#id2543120f734423a98e6e87f4f8b4a5b_205)] | | |

| [Consolidated Financial [removed: Statements](#ie3aa794e02a942fdadfe96e1bc636e4e_118)] [added: Statements](#id2543120f734423a98e6e87f4f8b4a5b_208)] | | | | | | [removed: [F-](#ie3aa794e02a942fdadfe96e1bc636e4e_118)[4](#ie3aa794e02a942fdadfe96e1bc636e4e_118)] [added: [F-](#id2543120f734423a98e6e87f4f8b4a5b_208)[4](#id2543120f734423a98e6e87f4f8b4a5b_208)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ie3aa794e02a942fdadfe96e1bc636e4e_133)] [added: Statements](#id2543120f734423a98e6e87f4f8b4a5b_223)] | | | | | | [removed: [F-](#ie3aa794e02a942fdadfe96e1bc636e4e_136)[9](#ie3aa794e02a942fdadfe96e1bc636e4e_136)] [added: [F-](#id2543120f734423a98e6e87f4f8b4a5b_226)[9](#id2543120f734423a98e6e87f4f8b4a5b_226)] | | |

| [Schedule II - Valuation and Qualifying [removed: Accounts](#ie3aa794e02a942fdadfe96e1bc636e4e_208)] [added: Accounts](#id2543120f734423a98e6e87f4f8b4a5b_307)] | | | | | | [removed: [S-](#ie3aa794e02a942fdadfe96e1bc636e4e_208)[1](#ie3aa794e02a942fdadfe96e1bc636e4e_208)] [added: [S-](#id2543120f734423a98e6e87f4f8b4a5b_307)[1](#id2543120f734423a98e6e87f4f8b4a5b_307)] | | |

These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial [removed: position,] [added: condition,] 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.

- adverse economic conditions, including [removed: those caused by] geopolitical events, international hostilities, acts of terrorism, public health crises, [removed: high and sustained] inflation [added: or stagflation, tariffs and other trade barriers, central bank interest rate policies] in countries that comprise our major [removed: markets, high interest rates,] [added: markets] and labor and supply chain issues affecting the distribution of our clients’ [removed: products;][added: products, or a disruption in the credit markets;]

- international, national or local economic conditions that could adversely affect the Company or its [removed: clients;][added: clients,]

- reductions in client spending, a slowdown in client payments [removed: and] [added: or] a deterioration or disruption in the credit markets;

- changes in client [removed: advertising,] marketing and [removed: corporate] communications [added: services] requirements;

- unanticipated changes related to competitive factors in the [removed: advertising,] marketing and [removed: corporate] communications [added: services] industries;

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 [removed: 1A,] [added: 1A.,] “Risk Factors” and Item [removed: 7,] [added: 7.,] “Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations”] [added: Operations”, or MD&A,] in this report and in other documents filed from time to time with the Securities and Exchange [removed: Commission.][added: Commission, or SEC.]

This report is our [removed: 2023] [added: 2024] annual report to shareholders and our [removed: 2023] [added: 2024] Annual Report on Form 10-K, or [removed: 2023 Form] [added: 2024] 10-K.

| 3.700% Senior Notes due 2032 | | | OMC/32 | | | New York Stock Exchange | | |

| [Signatures](#id2543120f734423a98e6e87f4f8b4a5b_196) | | | | | | [40](#id2543120f734423a98e6e87f4f8b4a5b_196) | | |

- risks relating to the pending Merger (as defined below) with The Interpublic Group of Companies, Inc., or IPG, including: that the Merger may not be completed in a timely manner or at all; delays, unanticipated costs or restrictions resulting from regulatory review of the Merger; uncertainties associated with the Merger may cause a loss of both companies’ management personnel and other key employees, and cause disruptions to both companies’ business relationships; the Merger Agreement (as defined below) subjects the Company and IPG to restrictions on business activities prior to the effective time of the Merger; the Company and IPG are expected to incur significant costs in connection with the Merger and integration; litigation risks relating to the Merger; the business and operations of both companies may not be integrated successfully in the expected time frame; the Merger may result in a loss of both companies’ clients, service providers, vendors, joint venture participants and other business counterparties; and the combined company may fail to realize all of the anticipated benefits of the Merger or fail to effectively manage its expanded operations;

ADDITIONAL INFORMATION ABOUT THE TRANSACTION WITH IPG AND WHERE TO FIND IT

In connection with the proposed transaction, Omnicom and IPG have filed a joint proxy statement with the SEC on January 17, 2025 and Omnicom has filed with the SEC a registration statement on Form S-4 on January 17, 2025 (File No. 333-284358) (“Form S-4”) that includes the joint proxy statement of Omnicom and IPG and that also constitutes a prospectus of Omnicom.

Each of Omnicom and IPG may also file other relevant documents with the SEC regarding the proposed transaction.

This annual report on Form 10-K is not a substitute for the joint proxy statement/prospectus or registration statement or any other document that Omnicom or IPG may file with the SEC.

The definitive joint proxy statement/prospectus have been mailed to stockholders of Omnicom and IPG.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT HAVE BEEN AND MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT OMNICOM, IPG AND THE PROPOSED TRANSACTION.

Investors and security holders are able to obtain free copies of the registration statement and joint proxy statement/prospectus and other documents containing important information about Omnicom, IPG and the proposed transaction, through the website maintained by the SEC at http://www.sec.gov.

Copies of the registration statement and joint proxy statement/prospectus and other documents (if and when available) filed with the SEC by Omnicom may be obtained free of charge on Omnicom’s website at https://investor.omnicomgroup.com/financials/sec-filings/default.aspx or, alternatively, by directing a request by mail to Omnicom’s Corporate Secretary at Omnicom Group Inc., 280 Park Avenue, New York, New York 10017.

Copies of the registration statement and joint proxy statement/prospectus (if and when available) and other documents filed with the SEC by IPG may be obtained free of charge on IPG’s website at https://investors.interpublic.com/sec-filings/financial-reports or, alternatively, by directing a request by mail to IPG’s Corporate Secretary at The Interpublic Group of Companies, Inc., 909 Third Avenue, New York, NY 10022, Attention: SVP & Secretary.

PARTICIPANTS IN THE SOLICITATION

Omnicom, IPG and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction.

Information about the directors and executive officers of Omnicom, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in this Annual Report on Form 10-K, including under the heading “Information About Our Executive Officers,” and proxy statement for Omnicom’s 2024 Annual Meeting of Stockholders, which was filed with the SEC on March 28, 2024, including under the headings “Executive Compensation,” “Omnicom Board of Directors,” “Directors’ Compensation for Fiscal Year 2023” and “Stock Ownership Information.” To the extent holdings of Omnicom common stock by the directors and executive officers of Omnicom have changed from the amounts reflected therein, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 (“Form 3”), Statements of Changes in Beneficial Ownership on Form 4 (“Form 4”) or Annual Statements of Changes in Beneficial Ownership of Securities on Form 5 (“Form 5”), subsequently filed by Omnicom’s directors and executive officers with the SEC.

Information about the directors and executive officers of IPG, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in IPG’s Annual Report on Form 10-K, including under the heading “Executive Officers of the Registrant,” and proxy statement for IPG’s 2024 Annual Meeting of Stockholders, which was filed with the SEC on April 12, 2024, including under the headings “Board Composition,” “Non-Management Director Compensation,” “Executive Compensation” and “Outstanding Shares and Ownership of Common Stock.” To the extent holdings of IPG common stock by the directors and executive officers of IPG have changed from the amounts reflected therein, such changes have been or will be reflected on Forms 3, Forms 4 or Forms 5, subsequently filed by IPG’s directors and executive officers with the SEC.

iii

Omnicom Group Inc., a New York corporation, was formed in 1986.

| [Signatures](#ie3aa794e02a942fdadfe96e1bc636e4e_106) | | | | | | [35](#ie3aa794e02a942fdadfe96e1bc636e4e_106) | | |

Omnicom Group Inc., a New York corporation formed in 1986, through its branded networks, practice areas, and agencies provides advertising, marketing and corporate communications services to over 5,000 clients in more than 70 countries.

Our cybersecurity risk management program is integrated into our overall enterprise risk management [removed: program,] [added: program;] and shares common methodologies, reporting channels, and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.

While we have experienced cybersecurity incidents that resulted in the disruption of our information technology systems and required us to engage third parties to remediate the issues, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, results of operations, or financial [removed: position.][added: condition.]

We face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our business, results of operations and financial [removed: position.][added: condition.]

See Item [removed: 1A] [added: 1A,] “Risk Factors - [removed: We] [added: *We] rely extensively on information technology systems, and cybersecurity incidents could adversely affect [removed: us.”][added: us*.”]

The team has primary responsibility for our overall cybersecurity risk management program and [added: supervises both our internal cybersecurity personnel and our retained external cybersecurity advisors.]

Our Information Technology (IT) management team collectively [removed: hold] [added: holds] over 50 years of strategic IT and global transformational experience, including having held IT advisory roles with top-tier organizations.

supervises both our internal cybersecurity personnel and our retained external cybersecurity advisors.

Our common stock is listed and trades on the [removed: New York Stock Exchange] [added: NYSE] under the symbol OMC.

As of [removed: February 1, 2024,] [added: January 30, 2025,] there were [removed: 1,788] [added: 1,717] shareholders of record.

Common stock repurchase activity during the three months ended December 31, [removed: 2023] [added: 2024] was:

During the three months ended December 31, [removed: 2023,] [added: 2024,] we withheld [removed: 88,013] [added: 85,005] shares of common stock from employees to satisfy estimated statutory income tax obligations related to the vesting of restricted stock [removed: awards.][added: awards and exercises of stock options.]

There were no unregistered sales of equity securities during the three months ended December 31, [removed: 2023.][added: 2024.]

| October 1 - October 31, 2024 | | | | | | 80,022 | | | | | | $103.46 | | | | | | — | | | | | | — | | |

| November 1 - November 30, 2024 | | | | | | 4,983 | | | | | | 103.07 | | | | | | — | | | | | | — | | |

| December 1 - December 31, 2024 | | | | | | — | | | | | | | | | | | | — | | | | | | — | | |

| | | | | | | 85,005 | | | | | | $103.44 | | | | | | — | | | | | | — | | |

| October 1 - October 31, 2023 | | | | | | 88,013 | | | | | | $74.51 | | | | | | — | | | | | | — | | |

| November 1 - November 30, 2023 | | | | | | — | | | | | | | | | | | | — | | | | | | — | | |

| December 1 - December 31, 2023 | | | | | | — | | | | | | | | | | | | — | | | | | | — | | |

| | | | | | | 88,013 | | | | | | $74.51 | | | | | | — | | | | | | — | | |

Management, including our CEO and CFO, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, [removed: 2023.][added: 2024.]

Based on that evaluation, our CEO and CFO concluded that, as of December 31, [removed: 2023,] [added: 2024,] our disclosure controls and procedures are effective to ensure that decisions can be made timely with respect to required disclosures, as well as ensuring that the recording, processing, summarization and reporting of information required to be included in our Annual Report on Form 10-K for the year ended December 31, [removed: 2023] [added: 2024] are appropriate.

Based on that evaluation, our CEO and CFO concluded that our internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

KPMG LLP, an independent registered public accounting firm that audited our consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on Omnicom’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] dated February [removed: 7, 2024,] [added: 5, 2025,] which is included on page F-2 of this [removed: 2023 Form] [added: 2024] 10-K.

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

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

During the fiscal quarter ended December 31, [removed: 2023,] [added: 2024,] none of the Company’s directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, in each case as defined in Item 408 of Regulation S-K.

The information required by this Item will be included in our definitive proxy statement, which is expected to be filed with the SEC within 120 days after December 31, [removed: 2023,] [added: 2024,] in connection with the solicitation of proxies for our [removed: 2024] [added: 2025] annual meeting of shareholders (the [removed: “2024] [added: “2025] Proxy Statement”) and is incorporated herein by reference.

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

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

The information required by this Item will be included in the [removed: 2024] [added: 2025] Proxy Statement and is incorporated herein by reference.

The information required by this Item will be included in the [removed: 2024] [added: 2025] Proxy Statement and is incorporated herein by reference.

The information required by this Item will be included in the [removed: 2024] [added: 2025] Proxy Statement and is incorporated herein by reference.

The information required by this Item will be included in the [removed: 2024] [added: 2025] Proxy Statement and is incorporated herein by reference.

| | | | [Management Report on Internal Control Over Financial [removed: Reporting](#ie3aa794e02a942fdadfe96e1bc636e4e_112)] [added: Reporting](#id2543120f734423a98e6e87f4f8b4a5b_202)] | | | [removed: [F-](#ie3aa794e02a942fdadfe96e1bc636e4e_112)[1](#ie3aa794e02a942fdadfe96e1bc636e4e_112)] [added: [F-](#id2543120f734423a98e6e87f4f8b4a5b_202)[1](#id2543120f734423a98e6e87f4f8b4a5b_202)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#ie3aa794e02a942fdadfe96e1bc636e4e_115)] [added: Firm](#id2543120f734423a98e6e87f4f8b4a5b_205)] | | | [removed: [F-](#ie3aa794e02a942fdadfe96e1bc636e4e_115)[2](#ie3aa794e02a942fdadfe96e1bc636e4e_115)] [added: [F-](#id2543120f734423a98e6e87f4f8b4a5b_205)[2](#id2543120f734423a98e6e87f4f8b4a5b_205)] | | |

| | | | Consolidated Balance Sheets at December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] | | | [removed: [F-](#ie3aa794e02a942fdadfe96e1bc636e4e_118)[4](#ie3aa794e02a942fdadfe96e1bc636e4e_118)] [added: [F-](#id2543120f734423a98e6e87f4f8b4a5b_208)[4](#id2543120f734423a98e6e87f4f8b4a5b_208)] | | |

| | | | Consolidated Statements of Income for the Three Years Ended December 31, [removed: 2023] [added: 2024] | | | [removed: [F-](#ie3aa794e02a942fdadfe96e1bc636e4e_121)[5](#ie3aa794e02a942fdadfe96e1bc636e4e_121)] [added: [F-](#id2543120f734423a98e6e87f4f8b4a5b_211)[5](#id2543120f734423a98e6e87f4f8b4a5b_211)] | | |

| | | | Consolidated Statements of Comprehensive Income for the Three Years Ended December 31, [removed: 2023] [added: 2024] | | | [removed: [F-](#ie3aa794e02a942fdadfe96e1bc636e4e_124)[6](#ie3aa794e02a942fdadfe96e1bc636e4e_124)] [added: [F-](#id2543120f734423a98e6e87f4f8b4a5b_214)[6](#id2543120f734423a98e6e87f4f8b4a5b_214)] | | |

| | | | Consolidated Statements of Equity for the Three Years Ended December 31, [removed: 2023] [added: 2024] | | | [removed: [F-](#ie3aa794e02a942fdadfe96e1bc636e4e_127)[7](#ie3aa794e02a942fdadfe96e1bc636e4e_127)] [added: [F-](#id2543120f734423a98e6e87f4f8b4a5b_217)[7](#id2543120f734423a98e6e87f4f8b4a5b_217)] | | |

| | | | Consolidated Statements of Cash Flows for the Three Years Ended December 31, [removed: 2023] [added: 2024] | | | [removed: [F-](#ie3aa794e02a942fdadfe96e1bc636e4e_130)[8](#ie3aa794e02a942fdadfe96e1bc636e4e_130)] [added: [F-](#id2543120f734423a98e6e87f4f8b4a5b_220)[8](#id2543120f734423a98e6e87f4f8b4a5b_220)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#ie3aa794e02a942fdadfe96e1bc636e4e_133)] [added: Statements](#id2543120f734423a98e6e87f4f8b4a5b_223)] | | | [removed: [F-](#ie3aa794e02a942fdadfe96e1bc636e4e_136)[9](#ie3aa794e02a942fdadfe96e1bc636e4e_136)] [added: [F-](#id2543120f734423a98e6e87f4f8b4a5b_226)[9](#id2543120f734423a98e6e87f4f8b4a5b_226)] | | |

| | | | Schedule II - Valuation and Qualifying Accounts for the Three Years Ended December 31, [removed: 2023] [added: 2024] | | | [removed: [S-](#ie3aa794e02a942fdadfe96e1bc636e4e_208)[1](#ie3aa794e02a942fdadfe96e1bc636e4e_208)] [added: [S-](#id2543120f734423a98e6e87f4f8b4a5b_307)[1](#id2543120f734423a98e6e87f4f8b4a5b_307)] | | |

| 3(i) | | | [Restated Certificate of Incorporation of Omnicom Group Inc. (Exhibit 3.1 to our Quarterly Report on Form 10-Q (File No. 1-10551) for the quarter ended September 30, 2011 and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000002998911000007/exhibit31.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000002998911000007/exhibit31.htm)] | | |

| 3(ii) | | | [By-laws of Omnicom Group Inc., as amended and restated on [removed: December 11, 2018] [added: October 17, 2024] (Exhibit 3.1 to our Current Report on Form 8-K (File No. 1-10551) dated [removed: December 14, 2018] [added: October 17, 2024] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109218009194/e3252ex3-1.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000121390024088967/ea021796601ex3-1_omnicom.htm)] | | |

| 4.1 | | | [Base Indenture, dated as of October 29, 2014, among Omnicom Group Inc., Omnicom Capital Inc. and Deutsche Bank Trust Company Americas, as trustee (“2014 Base Indenture”), (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated October 29, 2014 (“October 29, 2014 8-K”) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109214008080/e61206ex4-1.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109214008080/e61206ex4-1.htm)] | | |

| [removed: 4.2] [added: 4.9] | | | [First Supplemental Indenture to the [removed: 2014] [added: 2020] Base Indenture, dated as of [removed: October 29, 2014,] [added: February 21, 2020,] among Omnicom Group Inc., [removed: Omnicom Capital Inc.] [added: as issuer,] and Deutsche Bank Trust Company Americas, as trustee, in connection with the issuance of [removed: $750] [added: $600] million [removed: 3.65%] [added: 2.450%] Senior Notes due [removed: 2024] [added: 2030] (Exhibit 4.2 to the [removed: October 29, 2014] [added: February 21, 2020] 8-K and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109214008080/e61206ex4-2.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109220001901/e8442ex4-2.htm)] | | |

| [removed: 4.3] [added: 4.6] | | | [Form of [removed: 3.65%] [added: 0.80%] Notes due [removed: 2024] [added: 2027] (included in Exhibit 4.2 to the [removed: October 29, 2014] [added: July 8, 2019] 8-K and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109214008080/e61206ex4-2.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109219007603/e5820ex4-2.htm)] | | |

| [removed: 4.4] [added: 4.2] | | | [Second Supplemental Indenture to the 2014 Base Indenture, dated as of April 6, 2016, among Omnicom Group Inc., Omnicom Capital Inc. and Deutsche Bank Trust Company Americas, as trustee, in connection with the issuance of $1.4 billion 3.60% Senior Notes due 2026 (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated April 6, 2016 (“April 6, 2016 8-K”) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109216014001/e68986ex4-1.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109216014001/e68986ex4-1.htm)] | | |

| [removed: 4.5] [added: 4.3] | | | [Form of 3.60% Notes due 2026 (included in Exhibit 4.1 to the April 6, 2016 8-K and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109216014001/e68986ex4-1.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109216014001/e68986ex4-1.htm)] | | |

| [removed: 4.6] [added: 4.4] | | | [Base Indenture, dated as of July 8, 2019, among Omnicom Finance Holdings plc, as issuer, Omnicom Group Inc. and Omnicom Capital Inc., as guarantors, and Deutsche Bank Trust Company Americas, as trustee (“2019 Base Indenture”), (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated July 8, 2019 (“July 8, 2019 8-K”) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109219007603/e5820ex4-1.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109219007603/e5820ex4-1.htm)] | | |

| [removed: 4.7] [added: 4.5] | | | [First Supplemental Indenture to the 2019 Base Indenture, dated as of July 8, 2019, among Omnicom Finance Holdings plc, as issuer, Omnicom Group Inc. and Omnicom Capital Inc., as guarantors, and Deutsche Bank Trust Company Americas, as trustee, in connection with the issuance of €500 million aggregate principal amount of Senior Notes due 2027 and €500 million aggregate principal amount of Senior Notes due 2031 (Exhibit 4.2 to the July 8, 2019 8-K and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109219007603/e5820ex4-2.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109219007603/e5820ex4-2.htm)] | | |

| [removed: 4.8] [added: 4.7] | | | [Form of [removed: 0.80%] [added: 1.40%] Notes due [removed: 2027] [added: 2031] (included in Exhibit 4.2 to the July 8, 2019 8-K and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109219007603/e5820ex4-2.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109219007603/e5820ex4-2.htm)] | | |

| [removed: 4.9] [added: 4.10] | | | [Form of [removed: 1.40%] [added: 2.450%] Notes due [removed: 2031 (included] [added: 2030 (Included] in Exhibit 4.2 to the [removed: July 8, 2019] [added: February 21, 2020] 8-K and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109219007603/e5820ex4-2.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109220001901/e8442ex4-2.htm)] | | |

| [removed: 4.10] [added: 4.8] | | | [Base Indenture, dated as of February 21, 2020, among Omnicom Group Inc., as issuer, and Deutsche Bank Trust Company Americas, as trustee (“2020 Base Indenture”) (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) filed on February 21, 2020 (“February 21, 2020 8-K”) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109220001901/e8442ex4-1.htm) | | |

| 4.11 | | | [removed: [First] [added: [Second] Supplemental Indenture to the 2020 Base Indenture, dated as of [removed: February 21,] [added: April 1,] 2020, among Omnicom Group Inc., as issuer, and Deutsche Bank Trust Company Americas, as trustee, in connection with the issuance of $600 million [removed: 2.450%] [added: 4.200%] Senior Notes due 2030 (Exhibit [removed: 4.2] [added: 4.1] to [removed: the February 21, 2020] [added: our Current Report on Form] 8-K [added: (File No. 1-10551) filed on April 1, 2020 (“April 1, 2020 8-K”)] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109220001901/e8442ex4-2.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109220004922/e9047ex4-1.htm)] | | |

| 4.12 | | | [Form of [removed: 2.450%] [added: 4.200%] Notes due 2030 (Included in Exhibit [removed: 4.2] [added: 4.1] to the [removed: February 21,] [added: April 1,] 2020 8-K and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109220001901/e8442ex4-2.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109220004922/e9047ex4-1.htm)] | | |

| 4.13 | | | [removed: [Second] [added: [Third] Supplemental Indenture to the 2020 Base Indenture, dated as of April [removed: 1, 2020,] [added: 28, 2021,] among Omnicom Group Inc., as issuer, and Deutsche Bank Trust Company Americas, as trustee, in connection with the issuance of [removed: $600] [added: $800] million [removed: 4.200%] [added: 2.600%] Senior Notes due [removed: 2030] [added: 2031] (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) filed on [removed: April 1, 2020 (“April 1, 2020] [added: May 3, 2021 (the “May 3, 2021] 8-K”) and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109220004922/e9047ex4-1.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109221004037/e13404ex4-1.htm)] | | |

| 4.14 | | | [Form of [removed: 4.200%] [added: 2.600%] Notes due [removed: 2030] [added: 2031] (Included in Exhibit 4.1 to the [removed: April 1, 2020] [added: May 3, 2021] 8-K and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109220004922/e9047ex4-1.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109221004037/e13404ex4-1.htm)] | | |

| 4.15 | | | [removed: [Third Supplemental Indenture to the 2020 Base] [added: [Base] Indenture, dated as of [removed: April 28,] [added: November 22,] 2021, among Omnicom [added: Capital Holdings plc, as issuer, Omnicom] Group Inc., as [removed: issuer,] [added: guarantor,] and Deutsche Bank Trust Company Americas, as [removed: trustee, in connection with the issuance of $800 million 2.600% Senior Notes due 2031] [added: trustee (“2021 Base Indenture”),] (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) filed on [removed: May 3,] [added: November 22,] 2021 [removed: (the “May 3,] [added: (“November 22,] 2021 8-K”) and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109221004037/e13404ex4-1.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000138713121011389/ex4-1.htm)] | | |

| [removed: 4.16] [added: 4.17] | | | [Form of [removed: 2.600%] [added: 2.250% Senior] Notes due [removed: 2031] [added: 2033] (Included in Exhibit [removed: 4.1] [added: 4.2] to the [removed: May 3,] [added: November 22,] 2021 8-K and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109221004037/e13404ex4-1.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000138713121011389/ex4-2.htm)] | | |

| [removed: 4.17] [added: 4.18] | | | [Base Indenture, dated as of [removed: November 22, 2021,] [added: March 6, 2024,] among Omnicom [removed: Capital] [added: Finance] Holdings plc, as issuer, Omnicom Group Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee [removed: (“2021 Base Indenture”),] (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) [removed: filed on November 22, 2021 (“November 22, 2021 8-K”)] [added: dated March 6, 2024] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/29989/000138713121011389/ex4-1.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000121390024020451/ea0201276ex4-1_omnicom.htm)] | | |

| [removed: 4.18] [added: 4.16] | | | [First Supplemental Indenture to the 2021 Base Indenture, dated as of November 22, 2021, among Omnicom Capital Holdings plc, as issuer, Omnicom Group Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee, in connection with the issuance of £325 million aggregate principal amount of 2.250% Senior Notes due 2033 (Exhibit 4.2 to the November 22, 2021 8-K) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000138713121011389/ex4-2.htm) | | |

| [removed: 4.20] [added: 97] | | | [removed: [Description of Securities] [added: [Omnicom Group Inc. Clawback Policy] (Exhibit [removed: 4.20] [added: 97] to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, [removed: 2021] [added: 2023] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/29989/000002998922000012/a2021q4exhibit420.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000002998924000007/a2023q4exhibit97.htm)] | | |

| 10.2 | | | [Delayed Draw Term Loan Agreement, dated as of January 3, 2024, among Omnicom Capital Inc., a Connecticut corporation, Omnicom Group Inc., a New York corporation, the initial lenders named therein, Citibank, N.A., BofA Securities, Inc., Barclays Bank PLC, BNP Paribas Securities Corp., Deutsche Bank Securities Inc., HSBC Securities (USA), Inc., JPMorgan Chase Bank, N.A., Mizuho Bank, Ltd., Société Générale, Sumitomo Mitsui Banking Corporation, TD Securities (USA), LLC, U.S. Bank National Association and Wells Fargo Securities, LLC, as lead arrangers and book managers, and Citibank, N.A., as administrative agent for the lenders (Exhibit 10.1 to our Current [removed: Report] [added: Repor](https://www.sec.gov/Archives/edgar/data/29989/000121390024001540/ea191191ex10-1_omnicom.htm)[t] on Form 8-K (File No. 1-10551) dated January 5, 2024 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000121390024001540/ea191191ex10-1_omnicom.htm) | | |

| 10.3 | | | [Director Compensation and [removed: Director Compensation and] Deferred Stock Program Stock Program [added: (As Amended, Effective January 1, 2020)] (Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No. 1-10551) for the quarter ended March 31, 2020 (“March 31, 2020 10-Q”) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000002998920000007/a2020q1exhibit101.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000002998920000007/a2020q1exhibit101.htm)] | | |

| 10.4 | | | [Standard form of our Executive Salary Continuation Plan Agreement (Exhibit 10.5 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 2012 and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000002998913000004/a2012q410-kexhibit105.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000002998913000004/a2012q410-kexhibit105.htm)] | | |

| 10.6 | | | [Senior Management Incentive [removed: Plan as amended] [added: Plan, As Amended] and [removed: restated] [added: Restated] on December 12, [removed: 2023.](https://www.sec.gov/Archives/edgar/data/29989/000002998924000007/a2023q4exhibit106.htm)] [added: 2023 (Exhibit 10.6 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 2023 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000002998924000007/a2023q4exhibit106.htm)] | | |

| 10.7 | | | [Omnicom Group Inc. SERCR Plan (Exhibit 10.10 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 2011 and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000002998912000005/exhibit1010.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000002998912000005/exhibit1010.htm)] | | |

| [removed: 10.8] [added: 2.1] | | | [removed: [Form] [added: [Agreement and Plan] of [removed: Award Agreement under the] [added: Merger among] Omnicom [removed: Group] [added: Group, Inc., EXT Subsidiary] Inc. [removed: SERCR Plan] [added: and The Interpublic Group of Companies, Inc., dated as of December 8, 2024] (Exhibit [removed: 10.2] [added: 2.1] to our Current Report on Form 8-K (File No. 1-10551) [removed: dated] [added: filed on] December [removed: 13, 2006] [added: 9, 2024] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109206003784/e25807ex10_2.txt)] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000119312524273512/d905190dex21.htm)] | | |

| 10.9 | | | [Form of Indemnification Agreement (Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No. 1-10551) for the quarter ended June 30, 2007 and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109207003076/e27994_ex10-1.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109207003076/e27994_ex10-1.htm)] | | |

| 10.10 | | | [Restricted Stock Unit Deferred Compensation Plan (Exhibit 10.16 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 2008 [removed: (the](http://www.sec.gov/Archives/edgar/data/29989/000089109209000891/e34339ex10_16.htm) [“](http://www.sec.gov/Archives/edgar/data/29989/000002998920000007/a2020q1exhibit101.htm)[2008 10-K](http://www.sec.gov/Archives/edgar/data/29989/000089109209000891/e34339ex10_16.htm)[”](http://www.sec.gov/Archives/edgar/data/29989/000002998920000007/a2020q1exhibit101.htm)[)] [added: (the “2008 10-K”)] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109209000891/e34339ex10_16.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109209000891/e34339ex10_16.htm)] | | |

| 10.11 | | | [Restricted Stock Deferred Compensation Plan (Exhibit 10.17 to the 2008 10-K and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109209000891/e34339ex10_17.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109209000891/e34339ex10_17.htm)] | | |

| 10.12 | | | [Amendment No. 1 to the Restricted Stock Deferred Compensation Plan (Exhibit 10.18 to the 2008 10-K and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109209000891/e34339ex10_18.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109209000891/e34339ex10_18.htm)] | | |

| 4.19 | | | [First Supplemental Indenture, dated as of March 6, 2024, among Omnicom Finance Holdings plc, as issuer, Omnicom Group Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (Exhibit 4.2 to our Current Report on Form 8-K (File No. 1-10551) dated March 6, 2024 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000121390024020451/ea0201276ex4-2_omnicom.htm) | | |

| 4.20 | | | [Form of 3.700% Notes due 2032 (included in Exhibit 4.2 to our Current Report on Form 8-K (File No. 1-10551) dated March 6, 2024 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000121390024020451/ea0201276ex4-2_omnicom.htm) | | |

| 4.21 | | | [Fourth Supplemental Indenture, dated as of August 2, 2024, among Omnicom Group Inc., as issuer, and Deutsche Bank Trust Company Americas, as trustee (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated July 30, 2024, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000121390024064758/ea021044501ex4-1_omnicom.htm) | | |

| 4.22 | | | [Form of 5.300% Notes due 2034 (included in Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated July 30, 2024, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000121390024064758/ea021044501ex4-1_omnicom.htm) | | |

| 4.23 | | | [Description of Securities (Exhibit 4.17 to our Registration Statement on Form S-3ASR (File No. 333-282748) filed on October 21, 2024 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000121390024089287/ea021760801ex4-17_omnicom.htm) | | |

| 10.8 | | | [Omnicom Group Inc. SERCR Plan Amended and Restated Form of Award Agreement.](https://www.sec.gov/Archives/edgar/data/29989/000002998925000009/a202410kexhibit108.htm) | | |

| 10.25 | | | [Director Compensation and Deferred Stock Program (As amended, effective January 1, 2025).](https://www.sec.gov/Archives/edgar/data/29989/000002998925000009/a202410kexhibit1025.htm) | | |

| 4.19 | | | [Form of 2.250% Senior Notes due 2033 (Included in Exhibit 4.2 to the November 22, 2021 8-K and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000138713121011389/ex4-2.htm) | | |

| February [removed: 7, 2024] [added: 5, 2025] | | | BY: | | | /s/ PHILIP J. ANGELASTRO | | |

| /s/ JOHN D. WREN | | | Chairman and Chief Executive Officer and Director (Principal Executive Officer) | | | February [removed: 7, 2024] [added: 5, 2025] | | |

| /s/ PHILIP J. ANGELASTRO | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | February [removed: 7, 2024] [added: 5, 2025] | | |

| /s/ ANDREW L. CASTELLANETA | | | Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) | | | February [removed: 7, 2024] [added: 5, 2025] | | |

| /s/ MARY C. CHOKSI | | | Director | | | February [removed: 7, 2024] [added: 5, 2025] | | |

| /s/ LEONARD S. COLEMAN, JR. | | | Director | | | February [removed: 7, 2024] [added: 5, 2025] | | |

| /s/ MARK D. GERSTEIN | | | Director | | | February [removed: 7, 2024] [added: 5, 2025] | | |

| /s/ RONNIE S. HAWKINS | | | Director | | | February [removed: 7, 2024] [added: 5, 2025] | | |

| /s/ DEBORAH J. KISSIRE | | | Director | | | February [removed: 7, 2024] [added: 5, 2025] | | |

| /s/ GRACIA C. MARTORE | | | Director | | | February [removed: 7, 2024] [added: 5, 2025] | | |

| /s/ PATRICIA SALAS PINEDA | | | Director | | | February [removed: 7, 2024] [added: 5, 2025] | | |

| /s/ LINDA JOHNSON RICE | | | Director | | | February [removed: 7, 2024] [added: 5, 2025] | | |

| /s/ CASSANDRA SANTOS | | | Director | | | February [removed: 7, 2024] [added: 5, 2025] | | |

| /s/ VALERIE M. WILLIAMS | | | Director | | | February [removed: 7, 2024] [added: 5, 2025] | | |

Based on that evaluation, our CEO and CFO concluded that our internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

KPMG LLP, an independent registered public accounting firm that audited our consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on Omnicom’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] dated February [removed: 7, 2024.][added: 5, 2025.]

We have audited the accompanying consolidated balance sheets of Omnicom Group Inc. and subsidiaries (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and financial statement schedule II (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework* *(2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] in conformity with U.S. generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control -* *Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

[removed: A company’s internal control over] financial [removed: reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial] statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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

Consolidated revenues across all disciplines and geographic markets was [removed: $14,692.2] [added: $15,689.1] million for the year-ended December 31, [removed: 2023.][added: 2024.]

| [added: December 31, 2024] | | | [removed: December 31,] | | | | | | | | | [added: | | | | | |]

| | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Cash and cash equivalents | | | [removed: $] [added: $] | [removed: 4,432.0] [added: 4,432.0] | | | | | [added: | | | | | | | | | | | |] $ | [removed: 4,281.8] [added: 4,432.0] | |

| Accounts receivable, net of allowance for doubtful accounts of [removed: $17.2] [added: $15.0] and [removed: $24.7] [added: $17.2] | | | [removed: 8,659.8] [added: 9,242.0] | | | | | | [removed: 8,097.1] [added: 8,659.8] | | |

| Work in process | | | [removed: 1,342.5] [added: 1,622.2] | | | | | | [removed: 1,254.6] [added: 1,342.5] | | |

| Other current assets | | | [removed: 949.9] [added: 1,019.4] | | | | | | [removed: 918.8] [added: 949.9] | | |

| Total Current Assets | | | [removed: 15,384.2] [added: 16,223.0] | | | | | | [removed: 14,613.0] [added: 15,384.2] | | |

| Property and Equipment at cost, less accumulated depreciation of [removed: $1,150.4] [added: $1,096.9] and [removed: $1,167.5] [added: $1,150.4] | | | [removed: 874.9] [added: 824.7] | | | | | | [removed: 900.1] [added: 874.9] | | |

| Operating Lease Right-Of-Use Assets | | | [removed: 1,046.4] [added: 1,043.6] | | | | | | [removed: 1,165.0] [added: 1,046.4] | | |

| Equity Method Investments | | | [removed: 66.4] [added: 59.0] | | | | | | [removed: 66.2] [added: 66.4] | | |

| Goodwill | | | [removed: 10,082.3] [added: 10,677.4] | | | | | | [removed: 9,734.3] [added: 10,082.3] | | |

| Intangible Assets, net of accumulated amortization of [removed: $863.6] [added: $832.4] and [removed: $819.9] [added: $863.6] | | | [removed: 366.9] [added: 522.0] | | | | | | [removed: 313.4] [added: 366.9] | | |

| Other Assets | | | [removed: 223.5] [added: 271.0] | | | | | | [removed: 210.5] [added: 223.5] | | |

| TOTAL ASSETS | | | $ | [removed: 28,044.6] [added: 29,620.7] | | | | | $ | [removed: 27,002.5] [added: 28,044.6] | |

| Accounts payable | | | $ | [removed: 11,634.0] [added: 12,484.4] | | | | | $ | [removed: 11,000.2] [added: 11,634.0] | |

| Customer advances | | | [removed: 1,356.2] [added: 1,336.1] | | | | | | [removed: 1,492.3] [added: 1,356.2] | | |

| Current portion of debt | | | [removed: 750.5] [added: —] | | | | | | [removed: —] [added: 750.5] | | |

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

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

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

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

*Change in Accounting Principle*

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

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of

February 5, 2025

| | | | 2024 | | | | | | 2023 | | |

| Pension and other postemployment benefits: | | | | | | | | | | | | | | | | | |

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

| Share-based compensation | | | 91.4 | | | | | | 84.8 | | | | | | 81.7 | | |

| Real estate and other repositioning costs | | | 57.8 | | | | | | 191.5 | | | | | | — | | |

| Gain on disposition of subsidiary | | | — | | | | | | (78.8) | | | | | | — | | |

| Other, net | | | (0.2) | | | | | | 3.0 | | | | | | (0.2) | | |

Agreement to Acquire IPG

On December 8, 2024, Omnicom entered into an Agreement and Plan of Merger, or the Merger Agreement, by and among Omnicom, EXT Subsidiary Inc., a direct wholly owned subsidiary of Omnicom, or Merger Sub, and The Interpublic Group of Companies, Inc., or IPG, pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into IPG, or the Merger, with IPG surviving the Merger as a wholly owned subsidiary of Omnicom.

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

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

Accounting Changes

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

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

most likely outcome method.

date.

Pension and Other Postemployment Benefits. We have various defined benefit and defined contribution plans throughout the world.

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

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

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

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

use our secured incremental borrowing rate.

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

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

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

| | | | 2024 | | | | | | 2023 | | |

| Net income - Omnicom Group Inc. | | | $ | 1,480.6 | | | | | $ | 1,391.4 | | | | | $ | 1,316.5 | |

| Basic | | | $7.54 | | | | | | $6.98 | | | | | | $6.40 | | |

| Diluted | | | $7.46 | | | | | | $6.91 | | | | | | $6.36 | | |

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

We expect goodwill attributed to the U.S. operations of Flywheel Digital to be tax deductible.

| | | | 2024 | | | | | | 2023 | | |

| | | | | | | | | |

February 7, 2024

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Short-term investments | | | — | | | | | | 60.7 | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Increase in noncontrolling interests from business combinations | | | 130.6 | | | | | | 48.0 | | | | | | 84.5 | | |

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

| Other, net | | | (2.3) | | | | | | (5.6) | | | | | | 39.8 | | |

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

measure resulting in a straight-line revenue recognition.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The lease liability is initially measured as the present value of

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

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

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

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

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

One of the primary drivers in executing

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Purchased and internally developed software | | | $ | 369.1 | | | | | $ | (306.6) | | | | | $ | 62.5 | | | | | $ | 374.8 | | | | | $ | (309.1) | | | | | $ | 65.7 | |

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

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

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

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

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