UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED ~~SEPTEMBER 30, 2023~~MARCH 31, 2024

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

Commission File Number: 1-10551

OMNICOM GROUP INC.

(Exact name of registrant as specified in its charter)


New York			13-1514814
(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification No.)

280 Park Avenue, New York, NY			10017
(Address of principal executive offices)			(Zip Code)

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

Not Applicable

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

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


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

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

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

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

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

As of ~~October 11, 2023,~~April 10, 2024, there were ~~197,934,170~~195,833,671 shares of Omnicom Group Inc. Common Stock outstanding.

OMNICOM GROUP INC.

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~SEPTEMBER 30, 2023~~MARCH 31, 2024

TABLE OF CONTENTS


PART I.	FINANCIAL INFORMATION	Page
Item 1.	Financial Statements
	Consolidated Balance Sheets - ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023	1
	Consolidated Statements of Income - Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2024 and 2023 ~~and 2022~~	2
	Consolidated Statements of Comprehensive Income - Three ~~and Nine~~ Months Ended ~~September 30,~~ March 31, 2024 and 2023 ~~and 2022~~	3
	Consolidated Statements of Equity - Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2024 and 2023 ~~and 2022~~	4


	Consolidated Statements of Cash Flows - ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2024 and 2023 ~~and 2022~~	5
	Notes to Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
	Forward-Looking Statements	14
	Executive Summary	14
	Consolidated Results of Operations	17
	Non-GAAP Financial Measures	2423
	Liquidity and Capital Resources	2524
	Critical Accounting Estimates	2826
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3026
Item 4.	Controls and Procedures	3027
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	3027
Item 1A.	Risk Factors	3027
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds ~~and Issuer Purchases~~ ~~of Equity Securities~~	3127
Item 5.	Other Information	3127
Item 6.	Exhibits	3128
~~SIGNATURES~~Signatures		3128

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

OMNICOM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In millions)


		September 30, 2023		December 31, 2022
		(Unaudited)
	March 31, 2024						March 31, 2024	December 31, 2023
	(Unaudited)
ASSETS:
ASSETS:
ASSETS:	ASSETS:
Current Assets:	Current Assets:
Current Assets:
Current Assets:
Cash and cash equivalents	Cash and cash equivalents	$	2,769.6	$	4,281.8
Short-term investments		—		60.7
Accounts receivable, net of allowance for doubtful accounts of $29.7 and $24.7		7,285.8		8,097.1

Accounts receivable, net of allowance for doubtful accounts of $23.0 and $17.2
Accounts receivable, net of allowance for doubtful accounts of $23.0 and $17.2
Accounts receivable, net of allowance for doubtful accounts of $23.0 and $17.2
Work in process	Work in process	1,617.5		1,254.6
Other current assets	Other current assets	891.8		918.8
Total Current Assets	Total Current Assets	12,564.7		14,613.0
Property and Equipment at cost, less accumulated depreciation of $1,129.1 and $1,167.5		861.9		900.1
Property and Equipment at cost, less accumulated depreciation of $1,162.5 and $1,150.4
Operating Lease Right-Of-Use Assets	Operating Lease Right-Of-Use Assets	1,041.7		1,165.0
Equity Method Investments	Equity Method Investments	65.4		66.2
Goodwill	Goodwill	9,889.4		9,734.3
Intangible Assets, net of accumulated amortization of $831.2 and $819.9		384.9		313.4
Intangible Assets, net of accumulated amortization of $857.5 and $863.6
Other Assets	Other Assets	202.8		210.5
TOTAL ASSETS	TOTAL ASSETS	$	25,010.8	$	27,002.5

LIABILITIES AND EQUITY:	LIABILITIES AND EQUITY:
LIABILITIES AND EQUITY:
LIABILITIES AND EQUITY:
Current Liabilities:
Current Liabilities:
Current Liabilities:	Current Liabilities:
Accounts payable	Accounts payable	$	9,601.1	$	11,000.2
Customer advances	Customer advances	1,192.9		1,492.3

Current portion of debt
Short-term debt	Short-term debt	14.5		16.9
Taxes payable	Taxes payable	224.7		300.0
Other current liabilities	Other current liabilities	1,985.8		2,243.4
Total Current Liabilities	Total Current Liabilities	13,019.0		15,052.8
Long-Term Liabilities	Long-Term Liabilities	906.8		837.5
Long-Term Liability - Operating Leases	Long-Term Liability - Operating Leases	828.0		900.0
Long-Term Debt	Long-Term Debt	5,572.1		5,577.2
Deferred Tax Liabilities	Deferred Tax Liabilities	530.9		475.7
Commitments and Contingent Liabilities (Note 13)
Commitments and Contingent Liabilities (Note 12)						Commitments and Contingent Liabilities (Note 12)
Temporary Equity - Redeemable Noncontrolling Interests	Temporary Equity - Redeemable Noncontrolling Interests	372.4		382.9
Equity:	Equity:					Equity:
Shareholders’ Equity:	Shareholders’ Equity:					Shareholders’ Equity:
Preferred stock	Preferred stock	—		—
Common stock	Common stock	44.6		44.6
Additional paid-in capital	Additional paid-in capital	512.7		571.1
Retained earnings	Retained earnings	10,284.6		9,739.3
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	(1,458.5)		(1,437.9)
Treasury stock, at cost	Treasury stock, at cost	(6,154.6)		(5,665.0)
Total Shareholders’ Equity	Total Shareholders’ Equity	3,228.8		3,252.1
Noncontrolling interests	Noncontrolling interests	552.8		524.3
Total Equity	Total Equity	3,781.6		3,776.4
TOTAL LIABILITIES AND EQUITY	TOTAL LIABILITIES AND EQUITY	$	25,010.8	$	27,002.5

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

OMNICOM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In millions, except per share amounts)


		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
		2024
		2024
		2024
REVENUE
REVENUE
REVENUE
OPERATING EXPENSES:
OPERATING EXPENSES:
OPERATING EXPENSES:
Salary and service costs
Salary and service costs
Salary and service costs
Occupancy and other costs
Occupancy and other costs
Occupancy and other costs
Real estate repositioning costs
Real estate repositioning costs
Real estate repositioning costs

		Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022		2023		2022
REVENUE		$	3,578.1	$	3,443.4	$	10,631.3	$	10,420.9
OPERATING EXPENSES:
Salary and service costs		2,586.5		2,476.1		7,747.2		7,533.9
Occupancy and other costs		288.6		281.0		877.9		874.2
Real estate and other repositioning costs		—		—		191.5		—
Charges arising from the effects of the war in Ukraine		—		—		—		113.4
Gain on disposition of subsidiary		—		—		(78.8)		—
Cost of services

Cost of services

Cost of services	Cost of services	2,875.1		2,757.1		8,737.8		8,521.5
Selling, general and administrative expenses	Selling, general and administrative expenses	89.8		86.4		278.1		294.0
Selling, general and administrative expenses
Selling, general and administrative expenses
Depreciation and amortization
Depreciation and amortization
Depreciation and amortization	Depreciation and amortization	52.4		53.9		157.4		164.8
Total Operating Expenses	Total Operating Expenses	3,017.3		2,897.4		9,173.3		8,980.3
Total Operating Expenses
Total Operating Expenses
OPERATING INCOME
OPERATING INCOME
OPERATING INCOME	OPERATING INCOME	560.8		546.0		1,458.0		1,440.6
Interest Expense	Interest Expense	53.5		52.0		165.9		154.2
Interest Expense
Interest Expense
Interest Income
Interest Income
Interest Income	Interest Income	15.2		22.9		80.9		42.2
INCOME BEFORE INCOME TAXES AND INCOME FROM EQUITY METHOD INVESTMENTS	INCOME BEFORE INCOME TAXES AND INCOME FROM EQUITY METHOD INVESTMENTS	522.5		516.9		1,373.0		1,328.6
INCOME BEFORE INCOME TAXES AND INCOME FROM EQUITY METHOD INVESTMENTS
INCOME BEFORE INCOME TAXES AND INCOME FROM EQUITY METHOD INVESTMENTS
Income Tax Expense
Income Tax Expense
Income Tax Expense	Income Tax Expense	136.1		134.7		360.7		383.3
Income From Equity Method Investments	Income From Equity Method Investments	1.9		1.1		3.1		2.6
Income From Equity Method Investments
Income From Equity Method Investments
NET INCOME
NET INCOME
NET INCOME	NET INCOME	388.3		383.3		1,015.4		947.9
Net Income Attributed To Noncontrolling Interests	Net Income Attributed To Noncontrolling Interests	16.4		18.8		49.7		61.2
Net Income Attributed To Noncontrolling Interests
Net Income Attributed To Noncontrolling Interests
NET INCOME - OMNICOM GROUP INC.
NET INCOME - OMNICOM GROUP INC.
NET INCOME - OMNICOM GROUP INC.	NET INCOME - OMNICOM GROUP INC.	$	371.9	$	364.5	$	965.7	$	886.7
Net Income Per Share - Omnicom Group Inc.:	Net Income Per Share - Omnicom Group Inc.:
Net Income Per Share - Omnicom Group Inc.:
Net Income Per Share - Omnicom Group Inc.:
Basic	Basic	$	1.88	$	1.78	$	4.84	$	4.30
Basic
Basic
Diluted
Diluted
Diluted	Diluted	$	1.86	$	1.77	$	4.78	$	4.27

Weighted Average Shares:	Weighted Average Shares:

Weighted Average Shares:

Weighted Average Shares:
Basic
Basic
Basic	Basic	198.1		205.0		199.7		206.2
Diluted	Diluted	199.9		206.3		202.0		207.6
Diluted
Diluted

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

OMNICOM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In millions)

Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 2023 2022
NET INCOME $ 388.3 $ 383.3 $ 1,015.4 $ 947.9
OTHER COMPREHENSIVE INCOME (LOSS):
Cash flow hedge:
Amortization of loss included in interest expense 1.4 1.4 4.2 4.2
Income tax effect (0.4) (0.4) (1.2) (1.2)
Cash flow hedge, net of tax 1.0 1.0 3.0 3.0
Defined benefit pension plans and postemployment arrangements:
Amortization of prior service cost 1.0 1.0 3.1 3.1
Amortization of actuarial losses 0.2 1.8 0.6 4.8
Income tax effect (0.9) (1.0) (1.7) (3.4)
Defined benefit pension plans and postemployment arrangements, net of tax 0.3 1.8 2.0 4.5
Foreign currency translation adjustment (110.4) (261.2) (34.2) (520.3)
Other Comprehensive Income (Loss) (109.1) (258.4) (29.2) (512.8)
TOTAL COMPREHENSIVE INCOME 279.2 124.9 986.2 435.1
Comprehensive Income Attributed To Noncontrolling Interests 11.6 6.0 41.1 30.6
COMPREHENSIVE INCOME - OMNICOM GROUP INC. $ 267.6 $ 118.9 $ 945.1 $ 404.5


	Three Months Ended March 31,
	2024		2023
NET INCOME	$	337.0	$	243.9
OTHER COMPREHENSIVE INCOME (LOSS):
Cash flow hedge:

Amortization of loss included in interest expense	1.4		1.4
Income tax effect	(0.4)		(0.4)
Cash flow hedge, net of tax	1.0		1.0
Defined benefit pension plans and postemployment arrangements:

Amortization of prior service cost	1.2		1.1
Amortization of actuarial losses	0.3		0.2
Income tax effect	(1.7)		(0.9)
Defined benefit pension plans and postemployment arrangements, net of tax	(0.2)		0.4
Foreign currency translation adjustment	(86.3)		51.8

Other Comprehensive Income (Loss)	(85.5)		53.2
TOTAL COMPREHENSIVE INCOME	251.5		297.1
Comprehensive Income Attributed To Noncontrolling Interests	11.2		16.2
COMPREHENSIVE INCOME - OMNICOM GROUP INC.	$	240.3	$	280.9

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

OMNICOM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

(In millions, except per share amounts)

Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 2023 2022
COMMON STOCK:
Common Stock, shares issued 297.2 297.2 297.2 297.2
Common Stock, par value $ 44.6 $ 44.6 $ 44.6 $ 44.6
ADDITIONAL PAID-IN CAPITAL:
Beginning Balance 585.8 567.0 571.1 622.0
Net change in noncontrolling interests (10.2) 2.6 (90.1) (7.7)
Change in temporary equity (43.9) 3.8 10.2 (70.0)
Share-based compensation 22.5 21.2 63.6 61.3
Stock issued, share-based compensation (41.5) (42.5) (42.1) (53.5)
Ending Balance 512.7 552.1 512.7 552.1
RETAINED EARNINGS:
Beginning Balance 10,051.4 9,230.7 9,739.3 8,998.8
Net income 371.9 364.5 965.7 886.7
Common stock dividends declared (138.7) (143.2) (420.4) (433.5)
Ending Balance 10,284.6 9,452.0 10,284.6 9,452.0
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS):
Beginning Balance (1,354.2) (1,488.7) (1,437.9) (1,252.3)
Other comprehensive income (loss) (104.3) (245.8) (20.6) (482.2)
Ending Balance (1,458.5) (1,734.5) (1,458.5) (1,734.5)
TREASURY STOCK:
Beginning Balance (6,174.1) (5,520.4) (5,665.0) (5,142.9)
Stock issued, share-based compensation 44.8 47.6 79.3 77.6
Common stock repurchased (25.3) (94.7) (568.9) (502.2)
Ending Balance (6,154.6) (5,567.5) (6,154.6) (5,567.5)
SHAREHOLDERS' EQUITY 3,228.8 2,746.7 3,228.8 2,746.7
NONCONTROLLING INTERESTS:
Beginning Balance 505.9 522.6 524.3 503.5
Net income 16.4 18.8 49.7 61.2
Other comprehensive income (loss) (4.8) (12.8) (8.6) (30.8)
Dividends to noncontrolling interests (15.0) (25.2) (47.0) (62.9)
Net change in noncontrolling interests (43.0) (2.9) (58.9) (18.3)
Increase in noncontrolling interests from business combinations 93.3 0.8 93.3 48.6
Ending Balance 552.8 501.3 552.8 501.3
TOTAL EQUITY $ 3,781.6 $ 3,248.0 $ 3,781.6 $ 3,248.0
Dividends Declared Per Common Share $ 0.70 $ 0.70 $ 2.10 $ 2.10


	Three Months Ended March 31,
	2024		2023
Common Stock, shares	297.2		297.2
Common Stock, par value	$	44.6	$	44.6
ADDITIONAL PAID-IN CAPITAL:
Beginning Balance	492.0		571.1
Net change in noncontrolling interests	24.6		(38.5)
Change in temporary equity	(16.4)		21.3
Share-based compensation	22.1		20.7
Stock issued, share-based compensation	(10.3)		6.1
Ending Balance	512.0		580.7
RETAINED EARNINGS:
Beginning Balance	10,571.5		9,739.3

Net income	318.6		227.5
Common stock dividends declared	(138.8)		(141.3)
Ending Balance	10,751.3		9,825.5
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS):
Beginning Balance	(1,337.6)		(1,437.9)

Other comprehensive income (loss)	(78.3)		53.4
Ending Balance	(1,415.9)		(1,384.5)
TREASURY STOCK:
Beginning Balance	(6,154.2)		(5,665.0)
Stock issued, share-based compensation	13.6		20.4
Common stock repurchased	(181.9)		(305.1)
Ending Balance	(6,322.5)		(5,949.7)
SHAREHOLDERS' EQUITY	3,569.5		3,116.6
NONCONTROLLING INTERESTS:
Beginning Balance	608.8		524.3
Net income	18.4		16.4
Other comprehensive income (loss)	(7.2)		(0.2)
Dividends to noncontrolling interests	(13.3)		(12.5)
Net change in noncontrolling interests	(42.0)		(13.4)

Ending Balance	564.7		514.6

TOTAL EQUITY	$	4,134.2	$	3,631.2

Dividends Declared Per Common Share	$	0.70	$	0.70

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

OMNICOM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In millions)

Nine Months Ended September 30,
2023 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,015.4 $ 947.9
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization of right-of-use assets 98.5 104.5
Amortization of intangible assets 58.9 60.3
Amortization of net deferred loss on interest rate swaps 4.2 4.1
Share-based compensation 63.6 61.3
Real estate and other repositioning costs 191.5 —
Gain on disposition of subsidiary (78.8) —
Non-cash charges related to the effects of the war in Ukraine — 65.8
Other, net (5.2) (11.4)
Use of operating capital (1,727.2) (1,483.1)
Net Cash Used In Operating Activities (379.1) (250.6)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (64.2) (65.6)
Acquisition of businesses and interests in affiliates, net of cash acquired (80.6) (276.9)
Maturity (purchase) of short-term investments 60.8 (100.0)
Proceeds from disposition of subsidiary and other 192.6 35.6
Net Cash Provided By (Used In) Investing Activities 108.6 (406.9)
CASH FLOWS FROM FINANCING ACTIVITIES:
Change in short-term debt (4.6) 1.2
Dividends paid to common shareholders (424.0) (437.7)
Repurchases of common stock (564.3) (502.2)
Proceeds from stock plans 34.5 16.3
Acquisition of additional noncontrolling interests (87.0) (20.8)
Dividends paid to noncontrolling interest shareholders (47.0) (62.9)
Payment of contingent purchase price obligations (34.8) (32.5)
Other, net (46.5) (51.0)
Net Cash Used In Financing Activities (1,173.7) (1,089.6)
Effect of foreign exchange rate changes on cash and cash equivalents (68.0) (371.2)
Net Decrease in Cash and Cash Equivalents (1,512.2) (2,118.3)
Cash and Cash Equivalents at the Beginning of Period 4,281.8 5,316.8
Cash and Cash Equivalents at the End of Period $ 2,769.6 $ 3,198.5


	Three Months Ended March 31,
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	337.0	$	243.9
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization of right-of-use assets	33.8		34.6
Amortization of intangible assets	25.8		19.3
Amortization of net deferred loss on interest rate swaps	1.4		1.4
Share-based compensation	22.1		20.7
Real estate repositioning costs	—		119.2


Other, net	(5.0)		(10.2)
Use of operating capital	(1,033.6)		(951.0)
Net Cash Used In Operating Activities	(618.5)		(522.1)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(23.1)		(23.1)
Acquisition of businesses and interests in affiliates, net of cash acquired	(801.5)		—

Other, net	(13.7)		(14.5)
Net Cash Used In Investing Activities	(838.3)		(37.6)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings	645.9		—

Change in short-term debt	0.3		1.0
Dividends paid to common shareholders	(138.8)		(142.3)
Repurchases of common stock	(180.1)		(305.1)
Proceeds from stock plans	2.1		26.3
Acquisition of additional noncontrolling interests	(10.4)		(29.2)
Dividends paid to noncontrolling interest shareholders	(13.3)		(12.5)
Payment of contingent purchase price obligations	(0.5)		(9.2)
Other, net	(21.8)		(8.0)
Net Cash Provided By (Used In) Financing Activities	283.4		(479.0)
Effect of foreign exchange rate changes on cash and cash equivalents	(85.8)		18.4

Net Decrease in Cash and Cash Equivalents	(1,259.2)		(1,020.3)
Cash and Cash Equivalents at the Beginning of Period	4,432.0		4,281.8
Cash and Cash Equivalents at the End of Period	$	3,172.8	$	3,261.5

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

~~OMNICOM GROUP INC. AND SUBSIDIARIES~~

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(~~Amounts~~Dollars in tables in millions, except per share ~~data or unless otherwise noted)~~amounts)

1. Presentation of Financial Statements

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

In our opinion, the accompanying unaudited consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation, in all material respects, of the information contained herein. These unaudited consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, ~~2022,~~2023, or ~~2022~~2023 10-K. Results for the interim periods are not necessarily indicative of results that may be expected for the year.

Risks and Uncertainties

~~Current global~~Global economic challenges, including ~~the impact~~geopolitical events, international hostilities, acts of ~~the ongoing war in Ukraine,~~terrorism, public health crises, high and ~~persistent~~sustained inflation ~~rising~~in countries that comprise our major markets, high interest rates, and labor and supply chain ~~disruptions, credit market deterioration, and other macroeconomic factors,~~issues could cause economic uncertainty and volatility. The impact of these issues on our business will vary by geographic market and discipline. We monitor economic conditions closely, as well as client revenue levels and other factors. In response to reductions in revenue, we can take actions to align our cost structure with changes in client demand and manage our working capital. However, there can be no assurance as to the effectiveness of our efforts to mitigate any impact of the current and future adverse economic conditions, reductions in client revenue, changes in client creditworthiness and other developments.

2. Revenue

Nature of our services

We provide an extensive range of advertising, marketing and corporate communications services through various client-centric networks that are organized to meet specific client objectives. Our networks, practice areas and agencies provide a comprehensive range of services in the following fundamental disciplines: Advertising & Media, Precision Marketing, Public Relations, Healthcare, Branding & Retail Commerce, ~~& Branding,~~ Experiential, and Execution & ~~Support, Public Relations and Healthcare.~~Support. Advertising & Media includes creative services across digital and traditional media, strategic media planning and buying, performance media and data analytics services. Precision Marketing includes digital and direct marketing, digital transformation consulting, e-commerce operations, media execution, market intelligence and data and analytics. Commerce & Branding services include brand and product consulting, strategy and research, retail and ecommerce. Experiential marketing services include live and digital events and experience design and execution. Execution & Support includes field marketing, digital and physical merchandising, 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 affairs and media and media relations services. Healthcare includes corporate communications and advertising and media services to global healthcare and pharmaceutical companies. Branding & Retail Commerce services include brand and product consulting, strategy and research and retail marketing. Experiential marketing services include live and digital events and experience design and execution. Execution & Support includes field marketing, sales support, digital and physical merchandising, point-of-sale and product placement, as well as other specialized marketing and custom communications services. At the core of all our services is the ability to create or develop a client’s marketing or corporate communications message into content that can be delivered to a target audience across different communications mediums.

Economic factors affecting our revenue

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

Revenue by discipline:


		Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022		2023		2022
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
		2024
		2024
		2024
Advertising & Media
Advertising & Media
Advertising & Media	Advertising & Media	$	1,909.2	$	1,764.9	$	5,597.2	$	5,369.5
Precision Marketing	Precision Marketing	383.7		363.3		1,112.7		1,066.4
Commerce & Branding		211.6		211.9		631.7		630.3
Precision Marketing
Precision Marketing
Public Relations
Public Relations
Public Relations
Healthcare
Healthcare
Healthcare
Branding & Retail Commerce
Branding & Retail Commerce
Branding & Retail Commerce
Experiential
Experiential
Experiential	Experiential	133.3		120.6		445.5		412.3
Execution & Support	Execution & Support	206.1		262.0		673.2		811.2
Public Relations		392.4		393.0		1,161.5		1,149.4
Healthcare		341.8		327.7		1,009.5		981.8
Execution & Support
Execution & Support
Revenue	Revenue	$	3,578.1	$	3,443.4	$	10,631.3	$	10,420.9
Revenue
Revenue

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

Revenue by geographic market:


		Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022		2023		2022
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
		2024
		2024
		2024
Americas:
Americas:
Americas:	Americas:
North America	North America	$	1,983.2	$	1,969.0	$	5,888.8	$	5,777.5
North America
North America
Latin America
Latin America
Latin America	Latin America	99.4		77.3		258.0		224.9
EMEA:	EMEA:
EMEA:
EMEA:
Europe
Europe
Europe	Europe	1,016.8		908.2		3,014.3		2,925.1
Middle East and Africa	Middle East and Africa	51.6		62.0		199.1		208.8
Middle East and Africa
Middle East and Africa
Asia-Pacific
Asia-Pacific
Asia-Pacific	Asia-Pacific	427.1		426.9		1,271.1		1,284.6
Revenue	Revenue	$	3,578.1	$	3,443.4	$	10,631.3	$	10,420.9
Revenue
Revenue

The Americas is comprised of North America, which includes the United States, Canada and Puerto Rico, and Latin America, which includes South America and Mexico. EMEA is comprised of Europe, the Middle East and Africa. Asia-Pacific includes Australia, Greater China, India, Japan, Korea, New Zealand, Singapore and other Asian countries. Revenue in the United States for the three months ended ~~September 30,~~March 31, 2024, and 2023 ~~and 2022~~ was ~~$1,868.8~~$1,925.9 million and ~~$1,847.8 million, respectively, and revenue in the United States for nine months ended September 30, 2023, and 2022 was $5,531.6 million and $5,415.2~~$1,812.2 million, respectively.

Contract ~~assets and contract liabilities~~
September 30, 2023 December 31, 2022 September 30, 2022
Contract assets:
Media and production costs $ 761.5 $ 725.1 $ 678.4
Contract assets and unbilled fees and costs 856.0 529.5 684.2
Work in process $ 1,617.5 $ 1,254.6 $ 1,362.6
Contract liabilities:
Customer advances $ 1,192.9 $ 1,492.3 $ 1,358.8
balances

~~Work~~Contract balances include work in process ~~represents accrued costs incurred on behalf~~and customer advances, which primarily consist of customers, including media and production costs, and fees and other third-party costs that have not yet been billed. Media and production costs are billed during the production process in accordance with the terms of the client contract. Contract assets primarily include incentive fees, which are not material and will be billed to clients in accordance with the terms of the client contract. Substantially all unbilled fees and costs will be billed within the next 30 days. There were no impairment losses to the contract assets recorded in the nine months ended September 30, 2023 and 2022. Contract liabilities primarily represent advance billings to customers in accordance with the terms of the client contracts, ~~principally~~primarily for the reimbursement of third-party ~~costs that are generally incurred~~costs.


	March 31, 2024		December 31, 2023		March 31, 2023
Work in process:

Media and production costs	$	788.8	$	664.4	$	710.9
Unbilled fees and costs and contract assets	922.8		678.1		798.0
Work in process	$	1,711.6	$	1,342.5	$	1,508.9
Customer advances	$	1,238.2	$	1,356.2	$	1,279.6

There were no impairment losses to work in process recorded in the ~~near term.~~three months ended March 31, 2024 and 2023.

3. Net Income per Share

~~The computations of basic~~Basic and diluted net income per share:


		Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022		2023		2022
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
		2024
		2024
		2024
Net Income - Omnicom Group Inc.
Net Income - Omnicom Group Inc.
Net Income - Omnicom Group Inc.	Net Income - Omnicom Group Inc.	$	371.9	$	364.5	$	965.7	$	886.7

Weighted Average Shares:
Weighted Average Shares (millions):

Weighted Average Shares (millions):

Weighted Average Shares (millions):
Basic
Basic
Basic	Basic	198.1		205.0		199.7		206.2
Dilutive stock options and restricted shares	Dilutive stock options and restricted shares	1.8		1.3		2.3		1.4
Dilutive stock options and restricted shares
Dilutive stock options and restricted shares
Diluted
Diluted
Diluted	Diluted	199.9		206.3		202.0		207.6

Anti-dilutive stock options and restricted shares		—		5.1		—		4.3

Net Income per Share - Omnicom Group Inc.:

Net Income per Share - Omnicom Group Inc.:

Net Income per Share - Omnicom Group Inc.:	Net Income per Share - Omnicom Group Inc.:
Basic	Basic	$1.88		$1.78		$4.84		$4.30
Basic
Basic
Diluted	Diluted	$1.86		$1.77		$4.78		$4.27
Diluted
Diluted

4. Business Combinations

On January 2, 2024, we acquired Flywheel Digital, the digital commerce business of Ascential plc, for a net cash purchase price of approximately $845 million. The financial statements of Flywheel Digital are included in our consolidated financial statements as of and for the period ended March 31, 2024. The acquisition of Flywheel Digital did not have a material effect on our financial position or results of operations in the three months ended March 31, 2024 and is not expected to do so for the remainder of the year. The principal tangible assets and liabilities acquired were net working capital, and the intangible assets acquired were primarily comprised of customer relationships, intellectual property, trade name and goodwill. The allocation of the purchase price to the underlying assets is undergoing a formal valuation process that is not yet complete. As a result, as of March 31, 2024, we estimated amortizable intangible assets to be $182.6 million. We will likely revise this estimate, however, we do not expect any changes to be material to our financial position and results of operations.

4.5. Goodwill and Intangible Assets

Change in goodwill:


			Three Months Ended March 31,
			Three Months Ended March 31,
			Three Months Ended March 31,
		2024					2024	2023
January 1
Acquisitions

			Nine Months Ended September 30,
Dispositions
			2023		2022
January 1			$	9,734.3	$	9,738.6
Acquisitions			30.6		212.8
Noncontrolling interests in acquired businesses			90.7		48.5
Contingent purchase price obligations of acquired businesses			170.1		8.7
Dispositions

Dispositions	Dispositions		(119.0)		(19.6)
Foreign currency translation	Foreign currency translation		(17.3)		(489.3)
September 30			$	9,889.4	$	9,499.7
March 31

The increase in goodwill during the three months ended March 31, 2024 is primarily attributable to the acquisition of Flywheel Digital. There were no goodwill impairment losses recorded in the ~~nine~~three months ended ~~September 30,~~March 31, 2024 and 2023, ~~and 2022,~~ and there are no accumulated goodwill impairment losses.

Intangible assets:
September 30, 2023 December 31, 2022
Gross
Carrying
Value Accumulated
Amortization Net
Carrying
Value Gross
Carrying
Value Accumulated
Amortization Net
Carrying
Value
Purchased and internally
developed software
$ 363.2 $ (299.6) $ 63.6 $ 374.8 $ (309.1) $ 65.7
Customer related and other 852.9 (531.6) 321.3 758.5 (510.8) 247.7
Total Intangible Assets $ 1,216.1 $ (831.2) $ 384.9 $ 1,133.3 $ (819.9) $ 313.4


	March 31, 2024						December 31, 2023
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value



Acquired intangible assets and internally developed strategic platform assets	$	1,084.3	$	(585.6)	$	498.7	$	902.6	$	(572.9)	$	329.7
Other purchased and internally developed software	306.2		(271.9)		34.3		327.9		(290.7)		37.2
Total Intangible Assets	$	1,390.5	$	(857.5)	$	533.0	$	1,230.5	$	(863.6)	$	366.9

~~We completed our annual goodwill impairment test as~~Amortization of ~~May 1, 2023. The market assumptions used in our assessment reflected the current economic environment (see Note 1-~~ intangible assets:~~Risks and Uncertainties~~). Based on the results of our impairment test, we concluded that as of May 1, 2023 our goodwill was not impaired. 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.


	Three Months Ended March 31,
	2024		2023
Acquired intangible assets and internally developed strategic platform assets	$	21.5	$	14.8
Other purchased and internally developed software	4.3		4.5
Amortization Expense	$	25.8	$	19.3

5.6. Debt

Credit Facilities

~~In June 2023, we amended our existing~~We have a $2.5 billion unsecured multi-currency revolving credit facility, or Credit Facility, ~~to, among other things, extend the termination date of the Credit Facility to~~terminating on June 2, ~~2028 and transition the benchmark rate for U.S. Dollar denominated loans from LIBOR to the Secured Overnight Financing Rate,~~2028. On January 3, 2024, we entered into a $600 million Delayed Draw Term Loan Agreement, or ~~SOFR.~~Term Loan Facility, terminating on December 31, 2026. We have the ability to issue up to $2 billion of U.S. Dollar denominated commercial paper and issue up to the equivalent of $500 million in British Pounds or Euro under a Euro commercial paper program. InDuring the ~~third quarter of 2023, we issued commercial paper with a maximum amount outstanding of $60 million. At September 30, 2023,~~three months ended March 31, 2024, there were no ~~outstanding borrowings~~drawings under the Credit Facility or the Term Loan Facility, and no ~~outstanding~~ commercial paper issuances. In addition, certain of our international subsidiaries have uncommitted credit lines, aggregating ~~$576.0~~$507.0 million, that are guaranteed by Omnicom. All of these ~~credit~~ facilities provide additional liquidity sources for operating capital and general corporate purposes.

The Credit Facility ~~contains~~and Term Loan Facility each contain a financial covenant that requires us to maintain a Leverage Ratio of consolidated indebtedness to consolidated EBITDA (earnings before interest, taxes, depreciation, amortization and non-cash charges) of no more than 3.5 times for the most recently ended 12-month period. At ~~September 30, 2023,~~March 31, 2024, we were in compliance with this covenant as our Leverage Ratio was ~~2.4~~2.5 times. The Credit Facility ~~does~~and Term Loan Facility do not limit our ability to declare or pay dividends or repurchase our common stock.

Short-Term Debt

Short-term debt of ~~$14.5~~$11.2 million and ~~$16.9~~$10.9 million at ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively, represented bank overdrafts and short-term borrowings primarily of our international subsidiaries. Due to the short-term nature of this debt, carrying value approximates fair value.

Long-Term Debt

Long-term debt:


		September 30, 2023		December 31, 2022
	March 31, 2024					March 31, 2024	December 31, 2023
3.65% Senior Notes due 2024	3.65% Senior Notes due 2024	$	750.0	$	750.0
3.60% Senior Notes due 2026	3.60% Senior Notes due 2026	1,400.0		1,400.0
€500 million 0.80% Senior Notes due 2027	€500 million 0.80% Senior Notes due 2027	528.3		534.9
2.45% Senior Notes due 2030	2.45% Senior Notes due 2030	600.0		600.0
4.20% Senior Notes due 2030	4.20% Senior Notes due 2030	600.0		600.0
€500 million 1.40% Senior Notes due 2031	€500 million 1.40% Senior Notes due 2031	528.3		534.9
2.60% Senior Notes due 2031	2.60% Senior Notes due 2031	800.0		800.0
€600 million 3.70% Senior Notes due 2032
£325 million 2.25% Senior Notes due 2033	£325 million 2.25% Senior Notes due 2033	396.6		392.0

Long-Term Debt, Gross	Long-Term Debt, Gross	5,603.2		5,611.8
Unamortized discount	Unamortized discount	(8.0)		(9.0)
Unamortized debt issuance costs	Unamortized debt issuance costs	(23.1)		(26.2)
Unamortized deferred gain (loss) from settlement of interest rate swaps, net		—		0.6
Unamortized deferred loss from settlement of interest rate swaps, net

Current portion
Current portion
Current portion
Long-Term Debt	Long-Term Debt	$	5,572.1	$	5,577.2

On March 6, 2024, Omnicom Finance Holdings plc, or OFH, a U.K.-based wholly owned subsidiary of Omnicom, issued €600 million 3.70% Senior Notes due 2032. The net proceeds from the issuance, after deducting the underwriting discount and offering expenses, were $643.1 million. Omnicom has fully and unconditionally guaranteed the obligations of OFH.

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

Omnicom and its wholly owned finance subsidiary, Omnicom Capital Inc., or OCI, are co-obligors under the 3.65% Senior Notes due 2024 and the 3.60% Senior Notes due 2026. These notes are a joint and several liability of Omnicom and OCI, and Omnicom unconditionally guarantees OCI’s obligations with respect to the notes. OCI provides funding for our operations by incurring debt and lending the proceeds to our operating subsidiaries. OCI’s assets primarily consist of cash and cash equivalents and intercompany loans made to our operating subsidiaries, and the related interest receivable. There are no restrictions on the ability of OCI or Omnicom to obtain funds from our subsidiaries through dividends, loans, or advances. Such notes are senior unsecured obligations that rank equal in right of payment with all existing and future unsecured senior indebtedness.

Omnicom and OCI have, jointly and severally, fully, and unconditionally guaranteed the obligations of ~~Omnicom Finance Holdings plc, or~~ OFH ~~a U.K.-based wholly owned subsidiary of Omnicom,~~ with respect to the €500 million 0.80% Senior Notes due 2027 and the €500 million 1.40% Senior Notes due 2031, and Omnicom has fully and unconditionally guaranteed the obligations of OFH with respect to the €600 million 3.70% Senior Notes due 2032, collectively the Euro Notes. OFH’s assets consist of its investments in several wholly owned finance companies that function as treasury centers, providing funding for various operating companies in Europe, Australia, and other countries in the Asia-Pacific region. The finance companies’ assets consist of cash and cash equivalents and intercompany loans that they make or have made to the operating companies in their respective regions and the related interest receivable. There are no restrictions on the ability of Omnicom, OCI or OFH to obtain funds from their subsidiaries through dividends, loans, or advances. The Euro Notes and the related guarantees are senior unsecured obligations that rank equal in right of payment with all existing and future unsecured senior indebtedness of OFH and each of Omnicom and OCI, ~~respectively.~~as applicable.

Omnicom has fully and unconditionally guaranteed the obligations of Omnicom Capital Holdings plc, or OCH, a U.K.-based wholly owned subsidiary of Omnicom, with respect to the £325 million 2.25% Senior Notes due 2033, or the Sterling Notes. OCH’s assets consist of its investments in several wholly owned finance companies that function as treasury centers, providing funding for various operating companies in EMEA, Australia, and other countries in the Asia-Pacific region. The finance companies’ assets consist of cash and cash equivalents and intercompany loans that they make or have made to the operating companies in their respective regions and the related interest receivable. There are no restrictions on the ability of Omnicom or OCH to obtain funds from their subsidiaries through dividends, loans, or advances. The Sterling Notes and the related guarantee are senior unsecured obligations that rank equal in right of payment with all existing and future unsecured senior indebtedness of OCH and Omnicom, respectively.

7. Segment Reporting

Our branded agency networks operate in the advertising, marketing and corporate communications services industry, and are organized into agency networks, virtual client networks, regional reporting units and operating groups or practice areas. Our networks, virtual client networks and agencies increasingly share clients and provide clients with integrated services. The main economic components of each agency are employee compensation and related costs, direct service costs and occupancy and other costs, which include rent and occupancy costs, technology costs and other overhead expenses. Therefore, given these similarities, we aggregate our six operating segments, which are our agency networks, into one reporting segment.

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

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


	Americas								Americas	EMEA	Asia-Pacific
March 31, 2024								March 31, 2024
		Americas		EMEA		Asia-Pacific
September 30, 2023
Revenue - Three months ended	Revenue - Three months ended	$	2,082.6	$	1,068.4	$	427.1
Revenue - Nine months ended		$	6,146.8	$	3,213.4	$	1,271.1
Revenue - Three months ended
Revenue - Three months ended
Long-lived assets and goodwill	Long-lived assets and goodwill	$	7,742.2	$	3,355.4	$	695.4
September 30, 2022
March 31, 2023

Revenue - Three months ended	Revenue - Three months ended	$	2,046.3	$	970.2	$	426.9
Revenue - Nine months ended		$	6,002.4	$	3,133.9	$	1,284.6

Revenue - Three months ended

Revenue - Three months ended
Long-lived assets and goodwill	Long-lived assets and goodwill	$	7,753.2	$	3,039.2	$	724.2

7.8. Income Taxes

Our effective tax rate for the ~~nine~~three months ended ~~September 30, 2023 decreased~~March 31, 2024 increased period-over-period to ~~26.3%~~25.7% from ~~28.8%~~25.5%. The ~~nine~~effective tax rate for three months ended ~~September 30,~~March 31, 2024 includes the favorable impact from the resolution of certain non-U.S. tax positions of $7.5 million. The effective tax rate for the three months ended March 31, 2023 includes ~~an increase~~the favorable impact from the resolution of ~~$10.7~~certain tax positions of approximately $10.0 million ~~in income~~of previously unrecognized tax ~~expense~~benefits, partially offset by approximately $6.0 million related to a lower tax benefit in certain jurisdictions for the real estate ~~and other~~ repositioning costs in the quarter, and an increase in the U.K. statutory tax ~~rate, partially offset by $10.0 million of previously unrecognized tax benefits. The higher effective tax rate for the nine months ended September 30, 2022 was predominantly due to~~the non-deductibility of the $113.4 million of charges recorded in the first quarter of 2022, arising from the effects of the war in Ukraine, as well as an additional increase in income tax expense of $4.8 million related to the disposition of our businesses in Russia.rate.

The Inflation Reduction Act of 2022, or IRA, levies a 1% excise tax on net stock repurchases after December 31, 2022. The excise tax is recorded as ~~part of the~~a cost of acquiring treasury stock and is not material. Additionally, the IRA imposes a 15% corporate alternative minimum tax, or CAMT, for tax years beginning after December 31, 2022. The CAMT isdoes not ~~expected to~~ have a material impact on our results of operations or financial position.

~~Various~~Numerous foreign jurisdictions have enacted or are in the process of enacting legislation to adopt a minimum effective tax rate described in the Global Anti-Base Erosion, ~~GloBE~~ or Pillar Two, model rules issued by the Organization for Economic Co-operation and ~~Development. A~~Development, or OECD. Under such rules, a minimum effective tax rate of 15% would apply to multinational companies with consolidated revenue above €750 million. Currently, Japan, South Korea and the United Kingdom have enacted legislation effective beginning in 2024 that is consistent with the GloBE rules. Other countries are expected to adopt GloBE rules within the next year.

Under the ~~GloBE~~Pillar Two rules, a company would be required to determine a combined effective tax rate for all entities located in a jurisdiction. If the jurisdictional effective tax rate determined under the Pillar Two rules is less than 15%, a top-up tax ~~generally~~ will be due to bring the jurisdictional effective tax rate up to 15%. We are continuing to monitor the pending implementation of Pillar Two by individual countries and the potential effects of Pillar Two on our business. We do not expect the provisions effective in 2024 to have a materially adverse impact on our results of operations, financial position or cash flows.

At ~~September 30, 2023,~~March 31, 2024, our unrecognized tax benefits were ~~$159.8~~$168.7 million. Of this amount, approximately ~~$154.1~~$161.8 million would affect our effective tax rate upon resolution of the uncertain tax positions.

9. Pension and Other Postemployment Benefits

Net periodic benefit expense:


		Defined Benefit Pension Plans				Postemployment Arrangements
		Nine Months Ended September 30,				Nine Months Ended September 30,
		2023		2022		2023		2022
	Defined Benefit Pension Plans										Defined Benefit Pension Plans			Postemployment Arrangements
	Three Months Ended March 31,												Three Months Ended March 31,
	2024									2024		2023	2024		2023
Service cost	Service cost	$	2.5	$	2.3	$	2.6	$	3.3
Interest cost	Interest cost	7.8		2.8		4.3		2.0
Expected return on plan assets	Expected return on plan assets	(0.7)		(0.7)		—		—
Amortization of prior service cost	Amortization of prior service cost	0.2		0.3		2.9		2.8
Amortization of actuarial losses	Amortization of actuarial losses	0.6		2.9		—		1.9
Total net periodic benefit expense	Total net periodic benefit expense	$	10.4	$	7.6	$	9.8	$	10.0

We contributed ~~$0.3 million and $0.4~~$0.1 million to our defined benefit pension plans in ~~both~~each of the ~~nine~~three months ended ~~September 30, 2023~~March 31, 2024 and ~~2022, respectively.~~2023.

9.10. Real Estate ~~and Other~~ Repositioning Costs

In connection with the transition to a flexible working environment, a hybrid model which allows for partial remote work, we took certain actions in the first quarter of 2023 to reduce and reposition our office lease portfolio. In the second quarter of 2023, as a result of our continuing efforts to increase efficiencies and relevant skill sets to meet client demands, we incurred severance charges and other exit costs associated with rebalancing our workforce and consolidating operations in certain markets.

As a result, for the ~~nine~~three months ended ~~September 30,~~March 31, 2023, operating expenses included ~~$191.5~~$119.2 million ($~~145.5~~91.0 million after tax), primarily related to non-cash impairment charges for the operating lease right-of-use, or ROU, assets, severance charges, and other exit costs. There were no real estate and other repositioning charges during the three months ended September 30, 2023. All severance and other costs will be paid in less than one year.assets. Substantially all of the operating lease payments related to the ROU assets will be paid out over two years. There were no real estate repositioning charges during the three ~~years.~~

~~10. Disposition of Subsidiaries~~

In April 2023, we disposed of certain research businesses included in our Execution & Support discipline. As a result, we recorded a pretax gain of $78.8 million. The disposition will not have a material impact on our ongoing results of operations or financial position.months ended March 31, 2024.

11. ~~Charges Arising from the Effects of the War in Ukraine~~

In 2022, we disposed of our businesses in Russia. In the first quarter of 2022, we recorded pretax charges of $113.4 million, which included cash charges of $47.6 million and primarily consisted of the loss on the disposition of our net investment in our Russian businesses and included charges related to the suspension of operations in Ukraine. All of the charges related to the disposition of our businesses in Russia had been paid as of December 31, 2022, and substantially all of our commitments related to the suspension of operations in Ukraine have been paid.

~~12.~~ Supplemental Cash Flow Data

Change in operating capital:


		Nine Months Ended September 30,
		2023		2022
	Three Months Ended March 31,						Three Months Ended March 31,
	2024					2024		2023
(Increase) decrease in accounts receivable	(Increase) decrease in accounts receivable	$	713.1	$	1,235.4
(Increase) decrease in work in process and other current assets	(Increase) decrease in work in process and other current assets	(369.6)		(319.2)
Increase (decrease) in accounts payable	Increase (decrease) in accounts payable	(1,276.4)		(2,048.4)
Increase (decrease) in customer advances, taxes payable and other current liabilities	Increase (decrease) in customer advances, taxes payable and other current liabilities	(889.1)		(335.4)
Change in other assets and liabilities, net	Change in other assets and liabilities, net	94.8		(15.5)
Increase (decrease) in operating capital	Increase (decrease) in operating capital	$	(1,727.2)	$	(1,483.1)

Income taxes paid		$	345.7	$	341.4
Interest paid		$	103.1	$	103.5

Supplemental financial information:


	Three Months Ended March 31,
	2024		2023
Income taxes paid	$	69.4	$	73.6
Interest paid	$	8.5	$	13.7

Non-cash increase in lease liabilities:


Operating leases	Operating leases	$	125.5	$	217.4
Finance leases	Finance leases	$	35.9	$	55.9

~~13.~~12. Commitments and Contingent Liabilities

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

~~14.~~13. Accumulated Other Comprehensive Income (Loss)

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


		Cash Flow Hedge		Defined Benefit Pension Plans and Postemployment Arrangements		Foreign Currency Translation		Total
		Nine Months Ended September 30, 2023
	Cash Flow Hedge									Cash Flow Hedge	Defined Benefit Pension Plans and Postemployment Arrangements	Foreign Currency Translation	Total
	Three Months Ended March 31, 2024											Three Months Ended March 31, 2024
January 1	January 1	$	(12.1)	$	(41.3)	$	(1,384.5)	$	(1,437.9)
Other comprehensive income (loss) before reclassifications	Other comprehensive income (loss) before reclassifications	—		—		(25.6)		(25.6)
Reclassification from accumulated other comprehensive income (loss)	Reclassification from accumulated other comprehensive income (loss)	3.0		2.0		—		5.0
September 30		$	(9.1)	$	(39.3)	$	(1,410.1)	$	(1,458.5)
March 31


		Nine Months Ended September 30, 2022
	Three Months Ended March 31, 2023									Three Months Ended March 31, 2023
January 1	January 1	$	(16.1)	$	(90.4)	$	(1,145.8)	$	(1,252.3)

Other comprehensive income (loss) before reclassifications	Other comprehensive income (loss) before reclassifications	—		—		(489.7)		(489.7)
Other comprehensive income (loss) before reclassifications
Other comprehensive income (loss) before reclassifications
Reclassification from accumulated other comprehensive income (loss)	Reclassification from accumulated other comprehensive income (loss)	3.0		4.5		—		7.5
September 30		$	(13.1)	$	(85.9)	$	(1,635.5)	$	(1,734.5)
March 31

~~15.~~14. Fair Value

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

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

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

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

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


		September 30, 2023								December 31, 2022
		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	March 31, 2024																			March 31, 2024			December 31, 2023
	Level 1																	Level 1	Level 2	Level 3	Total	Level 1	Level 2	Level 3	Total
Assets:	Assets:
Cash and cash equivalents	Cash and cash equivalents	$	2,769.6					$	2,769.6	$	4,281.8					$	4,281.8
Short-term investments				$	—			—				$	60.7			60.7
Cash and cash equivalents
Cash and cash equivalents

Marketable equity securities
Marketable equity securities
Marketable equity securities	Marketable equity securities	0.8						0.8		0.9						0.9

Cross currency swaps - net investment hedge

Cross currency swaps - net investment hedge

Cross currency swaps - net investment hedge
Liabilities:	Liabilities:
Foreign currency derivatives				$	—			$	—			$	0.1			$	0.1

Cross currency swaps - net investment hedge

Cross currency swaps - net investment hedge

Cross currency swaps - net investment hedge	Cross currency swaps - net investment hedge			0.6				0.6				16.5				16.5
Contingent purchase price obligations	Contingent purchase price obligations					$	292.2	292.2						$	115.0	115.0

~~Change~~Changes in ~~the Level 3 fair value measurement of~~ contingent purchase price obligations:

Nine Months Ended September 30,
2023 2022
January 1 $ 115.0 $ 167.1
Acquisitions 230.0 10.7
Revaluation and interest (18.2) —
Payments (34.8) (32.7)
Foreign currency translation 0.2 (8.0)
September 30 $ 292.2 $ 137.1


	Three Months Ended March 31,
	2024		2023
January 1	$	229.5	$	115.0
Acquisitions	26.5		21.6
Revaluation and interest	3.2		0.4
Payments	(0.5)		(9.2)
Foreign currency translation	(0.1)		0.2
March 31	$	258.6	$	128.0

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


		September 30, 2023				December 31, 2022					March 31, 2024			December 31, 2023
		Carrying Amount		Fair Value		Carrying Amount		Fair Value
	Carrying Amount											Carrying Amount	Fair Value		Carrying Amount	Fair Value
Assets:	Assets:									Assets:
Cash and cash equivalents	Cash and cash equivalents	$	2,769.6	$	2,769.6	$	4,281.8	$	4,281.8
Short-term investments		—		—		60.7		60.7

Marketable equity securities	Marketable equity securities	0.8		0.8		0.9		0.9
Marketable equity securities
Marketable equity securities
Cross currency swaps - net investment hedge
Non-marketable equity securities	Non-marketable equity securities	6.7		6.7		5.6		5.6

Liabilities:

Liabilities:

Liabilities:	Liabilities:
Short-term debt	Short-term debt	$	14.5	$	14.5	$	16.9	$	16.9
Foreign currency derivatives		—		—		0.1		0.1

Cross currency swaps - net investment hedge
Cross currency swaps - net investment hedge
Cross currency swaps - net investment hedge	Cross currency swaps - net investment hedge	0.6		0.6		16.5		16.5
Contingent purchase price obligations	Contingent purchase price obligations	292.2		292.2		115.0		115.0
Long-term debt	Long-term debt	5,572.1		4,897.2		5,577.2		4,993.4

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

~~16.~~15. Subsequent Events

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

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

FORWARD-LOOKING STATEMENTS

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

•adverse economic conditions, including those caused by ~~the ongoing war in Ukraine, the lingering effects~~geopolitical events, international hostilities, acts of ~~COVID-19,~~terrorism, public health crises, high and ~~persistent~~sustained inflation in countries that comprise our major markets, ~~rising~~high interest rates, and labor and supply chain issues affecting the distribution of our clients’ products;

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

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

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

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

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

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

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

~~industries;~~

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

•currency exchange rate fluctuations;

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

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

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

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

~~proceedings;~~

•the Company’s international operations, which are subject to the risks of currency repatriation restrictions, social or

political conditions and an evolving regulatory ~~environment;~~

•~~effectively managing the risks, challenges~~environment in high-growth markets and ~~efficiencies presented by utilizing Artificial Intelligence (AI) technologies and partnerships in our business;~~developing countries; and

•risks related to our environmental, social and governance goals and initiatives, including impacts from regulators and

other stakeholders, and the impact of factors outside of our control on such goals and initiatives.

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that may affect the Company’s business, including those described in Item 1A, “Risk Factors” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, ~~2022,~~2023, or ~~2022~~2023 10-K, and in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this ~~report.~~report and in other documents filed from time to time with the Securities and Exchange Commission. Except as required under applicable law, the Company does not assume any obligation to update these forward-looking statements.

EXECUTIVE SUMMARY

The unaudited consolidated financial statements and related notes to the unaudited consolidated financial statements, including our critical accounting estimates, and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this report, should be read in conjunction with our ~~2022~~2023 10-K. ~~The amounts shown in~~In the following tables, dollars are presented in millions, except share ~~and per share data or unless otherwise noted.~~amounts.

Given our size and breadth, we manage our business by monitoring several financial indicators. The key performance indicators we focus on are revenue growth, operating income, and EBITA (defined as ~~earnings~~operating income before ~~interest, taxes and~~ amortization of acquired intangible assets and internally developed strategic platform assets) and EBITA margin (defined as EBITA divided by revenue). We analyze revenue growth by reviewing the components and mix of the growth, including growth by principal regional market, practice area and marketing discipline, the impact from foreign currency exchange rate changes, growth from acquisitions,

net of dispositions, and growth from our largest clients. Variability in operating expenses is analyzed in the following categories: cost of services, selling, general and administrative expenses, or SG&A, and depreciation and amortization.

Financial Performance

~~Revenue~~Worldwide revenue for the three months ended ~~September 30, 2023,~~March 31, 2024, increased ~~$134.7~~$187.2 million, or ~~3.9%~~5.4%, to ~~$3,578.1~~$3,630.5 million, compared to ~~$3,443.4~~$3,443.3 million in the prior year quarter. ~~Organic~~Worldwide organic revenue growth (defined below) ~~was $113.1~~increased revenue $136.9 million, or ~~3.3%~~4.0%, primarily

reflecting increased client spending in ~~most of~~ our Advertising & Media, Precision Marketing, Experiential, and Healthcare disciplines and most geographic markets compared to the prior year period. Changes in foreign exchange rates period-over-period ~~increased~~reduced revenue ~~$59.1~~$2.7 million, or ~~1.7%, primarily due to the strengthening of the Euro and British Pound against the U.S. Dollar.~~0.1%. Acquisition revenue, net of disposition revenue, ~~reduced~~increased revenue ~~$37.5~~$53.0 million, or ~~1.1%. The reduction from~~1.5%, primarily related to the purchase of Flywheel Digital in January 2024 (see Note 4 to the unaudited consolidated financial statements) and acquisition ~~revenue, net~~activity in the second half of ~~disposition revenue, primarily reflects~~2023, partially offset by dispositions in the Execution & Support discipline in the first ~~and second quarters~~half of ~~2023, partially offset by acquisitions in the third quarter of 2023 in the Advertising & Media and the Public Relations disciplines.~~

Revenue for the nine months ended September 30, 2023, increased $210.4 million, or 2.0%, to $10,631.3 million, compared to $10,420.9 million in the prior year period. Organic revenue growth was $413.2 million, or 4.0%, primarily reflecting increased client spending in most of our disciplines and across all of our major geographic markets compared to the prior year period. Changes in foreign exchange rates reduced revenue $75.3 million, or 0.7%, primarily due to the weakening of the Australian Dollar, Canadian Dollar, British Pound, Renminbi, and Japanese Yen against the U.S. Dollar, partially offset by the strengthening of the Euro against the U.S. Dollar, compared to the prior nine-month period. Acquisition revenue, net of disposition revenue, reduced revenue $127.5 million, or 1.2%, compared to the prior nine-month period. The reduction from acquisition revenue, net of disposition revenue, primarily reflects dispositions in the Execution & Support discipline in the first and second quarters of 2023 and the disposition of our businesses in Russia in the first quarter of 2022, partially offset by acquisitions in the Precision Marketing discipline in the first quarter of 2022 and our acquisition activity in the current quarterly period.2023.

The period-over-period change in worldwide revenue ~~period-over-period~~ for the three months ended ~~September 30,~~March 31, 2024, compared to the three months ended March 31, 2023, in our fundamental disciplines was: Advertising & Media increased ~~$144.3~~$130.3 million, Precision Marketing increased ~~$20.4~~$78.2 million, Branding & Retail Commerce ~~& Branding~~ decreased ~~$0.3~~$9.4 million, Experiential increased ~~$12.7~~$12.1 million, Execution & Support decreased ~~$55.9~~$44.0 million, Public Relations ~~decreased $0.6~~increased $14.8 million, and Healthcare increased ~~$14.1~~$5.2 million.

The period-over-period change in worldwide revenue period-over-period for the nine months ended September 30, 2023, was: Advertising & Media increased $227.7 million, Precision Marketing increased $46.3 million, Commerce & Branding increased $1.4 million, Experiential increased $33.2 million, Execution & Support decreased $138.0 million, Public Relations increased $12.1 million, and Healthcare increased $27.7 million.

~~The change in revenue period-over-period~~ across our geographic markets for the three months ended ~~September 30, 2023,~~March 31, 2024 was: North America increased ~~$14.2~~$114.1 million, or ~~0.7%~~5.9%, Latin America increased ~~$22.1~~$22.5 million, or ~~28.6%~~30.4%, Europe increased ~~$108.6~~$53.9 million, or ~~12.0%~~5.7%, the Middle East and Africa decreased ~~$10.4~~$5.3 million, or ~~16.8%~~6.2%, and Asia-Pacific ~~remained flat.~~

~~The change in revenue period-over-period across our geographic markets for the nine months ended September 30, 2023, was: North America~~ increased ~~$111.3~~$2.0 million, or 1.9%, Latin America increased $33.1 million, or 14.7%, Europe increased $89.2 million, or 3.0%, the Middle East and Africa decreased $9.7 million, or 4.6%, and Asia-Pacific decreased $13.5 million, or 1.1%0.5%.

A summary of our consolidated results of operations period-over-period is:
Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 $ Change % Change 2023 2022 $ Change % Change
Revenue $ 3,578.1 $ 3,443.4 $ 134.7 3.9 % $ 10,631.3 $ 10,420.9 $ 210.4 2.0 %
Operating Income2,3
$ 560.8 $ 546.0 $ 14.8 2.7 % $ 1,458.0 $ 1,440.6 $ 17.4 1.2 %
Operating Margin2,3
15.7 % 15.9 % (0.2) % 13.7 % 13.8 % (0.1) %
Interest expense, net $ 38.3 $ 29.1 $ 9.2 31.6 % $ 85.0 $ 112.0 $ (27.0) (24.1) %
Net Income -
Omnicom Group Inc.2,3
$ 371.9 $ 364.5 $ 7.4 2.0 % $ 965.7 $ 886.7 $ 79.0 8.9 %
Net Income per Share - Omnicom Group Inc.: Diluted2,3
$ 1.86 $ 1.77 $ 0.09 5.1 % $ 4.78 $ 4.27 $ 0.51 11.9 %
EBITA1,2,3
$ 581.1 $ 566.1 $ 15.0 2.6 % $ 1,516.9 $ 1,500.9 $ 16.0 1.1 %
EBITA Margin1,2,3
16.2 % 16.4 % (0.2) % 14.3 % 14.4 % (0.1) %


	Three Months Ended March 31,
	2024			2023			$ Change		% Change
Revenue	$	3,630.5		$	3,443.3		$	187.2	5.4	%
Operating Income2	$	478.9		$	346.5		$	132.4	38.2	%
Operating Margin2	13.2		%	10.1		%			3.1	%
Interest expense, net	$	26.8		$	19.3		$	7.5	38.9	%
Net Income - Omnicom Group Inc.2	$	318.6		$	227.5		$	91.1	40.0	%
Net Income per Share - Omnicom Group Inc.: Diluted2	$	1.59		$	1.11		$	0.48	43.2	%
Non-GAAP Measures:
EBITA1,2,3	$	500.4		$	361.3		$	139.1	38.5	%
EBITA Margin %1,2,3	13.8		%	10.5		%			3.3	%
After-tax amortization per diluted share3	$	0.08		$	0.05		$	0.03	60.0	%

1) Reconciliation of Non-GAAP Financial Measures on page 2523.

2) For the ~~nine~~three months ended ~~September 30,~~March 31, 2023, operating expenses ~~included~~include $119.2 million ($91.0 million after tax) related to real estate ~~operating lease impairment charges, severance, and other exit~~repositioning costs, 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 markets. In addition, in the second quarter of 2023, we recorded a gain on disposition of certain of our research businesses in the Execution & Support discipline. There was no impact to Operating Income for the three months ended September 30, 2023 from this disposition. The net aggregate impact to Operating Income for the nine months ended September 30, 2023 was a reduction of $112.7 million ($89.6 million after tax). The net aggregate effect of these items in the nine months ended September 30, 2023 to diluted net income per share - Omnicom Group Inc. was a decrease of $0.44 (see Notes 9 and 10 to the unaudited consolidated financial statements).

3) For the nine months ended September 30, 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~~decreased diluted net income per share - Omnicom Group Inc. by ~~$0.57~~$0.45 (see Note 1110 to the unaudited consolidated financial statements).

3) Beginning with the three months ended March 31, 2024, EBITA is defined as operating income before amortization of acquired intangible assets and internally developed strategic platform assets. As a result, we reclassified the prior year period to be consistent with the revised definition, which reduced EBITA from previously reported amounts. We believe EBITA is useful in evaluating the impact of amortization of acquired intangible assets and internally developed strategic platform assets on operating performance and allows for comparability between reporting periods.

Our Business

Omnicom is a strategic holding company providing advertising, marketing and corporate communications services to many of the largest global companies. Our portfolio of companies includes our global networks, BBDO, DDB, TBWA, Omnicom Media

Group, the DAS Group of Companies, and the Communications Consultancy Network. All of our global networks integrate their service offerings with the Omnicom branded practice areas, including ~~the~~ Omnicom Health Group, ~~the~~ Omnicom Precision Marketing Group, ~~the~~ Omnicom Commerce Group, ~~the~~ Omnicom Advertising Collective, ~~the~~ Omnicom Public Relations Group, ~~and the~~ Omnicom Brand Consulting Group and Flywheel Digital, as well as our Experiential businesses and Execution & Support businesses, which includes ~~the~~ Omnicom Specialty Marketing Group.

On a global, pan-regional, and local basis, our networks, practice areas, and agencies provide a comprehensive range of services in the following fundamental disciplines: Advertising & Media, Precision Marketing, Public Relations, Healthcare, Branding & Retail Commerce, ~~& Branding,~~ Experiential, and Execution & ~~Support, Public Relations, and Healthcare.~~Support. Advertising & Media includes creative services across digital and traditional media, strategic media planning and buying, performance media and data analytics services. Precision Marketing includes digital and direct marketing, digital transformation consulting, e-commerce operations, media execution, market intelligence and data and analytics. Commerce & Branding services include brand and product consulting, strategy and research, retail, and ecommerce. Experiential marketing services include live and digital events and experience design and execution. Execution & Support includes field marketing, digital and physical merchandising, point-of-sale, product placement, as well as other specialized marketing and custom communications services. Public Relations services include corporate communications, crisis management, public affairs and media and media relations services. Healthcare includes corporate communications and advertising and media services to global healthcare and pharmaceutical companies. Branding & Retail Commerce services include brand and product consulting, strategy and research and retail marketing. Experiential marketing services include live and digital events and experience design and execution. Execution & Support includes field marketing, sales support, digital and physical merchandising, as well as other specialized marketing and custom communications services. Our geographic markets include the Americas, which includes North America and Latin America, Europe, the Middle East and Africa, ~~(EMEA),~~or EMEA, and Asia-Pacific.

Our business model was built and continues to evolve around our clients. While our networks, practice areas and agencies operate under different names and frame their ideas in different disciplines, we organize our services around our clients. Our fundamental business principle is that our clients’ specific marketing requirements are the central focus of how we structure our service offerings and allocate our resources. This client-centric business model requires that multiple agencies within Omnicom to collaborate in formal and informal virtual client networks utilizing our key client matrix organization structure. This collaboration allows us to cut across our internal organizational structures to execute our clients’ marketing requirements ~~consistently~~in a consistent and ~~comprehensively.~~comprehensive manner. We use our client-centric approach to grow our business by expanding our service offerings to existing clients, moving into new markets and obtaining new clients. In addition, we pursue selective acquisitions of complementary companies with strong entrepreneurial management teams that currently serve or could serve our existing clients. In addition to collaborating through our client service models, our agencies, practice areas and networks collaborate across internally developed technology platforms. Annalect and Omni, our proprietary data and analytics platforms, ~~are~~serve as the strategic resource for all of our agencies, practice areas and networks to share when developing client service strategies across our virtual networks. These platforms provide precision marketing and insights at scale across creative, media and other disciplines.

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

As a leading global advertising, marketing and corporate communications company, we operate in all major markets and have a large and diverse client base. For the twelve months ended ~~September 30, 2023,~~March 31, 2024, our largest client accounted for 3.0% of our revenue, and our 100 largest clients, which represent many of the ~~world's~~world’s major marketers, accounted for approximately ~~54.4%~~53.8% of our revenue. Our clients operate in virtually every sector of the global economy with no one industry representing more than ~~17%~~16% of our revenue for the ~~nine~~three months ended ~~September 30, 2023.~~March 31, 2024. Although our revenue is generally balanced between the United States and international markets, and we have a large and diverse client base, we are not immune to general economic downturns.

Risks and Uncertainties

~~Current global~~Global economic challenges, including ~~the impact~~geopolitical events, international hostilities, acts of ~~the ongoing war in Ukraine,~~terrorism, public health crises, high and ~~persistent~~sustained inflation ~~rising~~in countries that comprise our major markets, high interest rates, and labor and supply chain ~~disruptions, credit market deterioration, and other macroeconomic factors,~~issues could cause economic uncertainty and volatility. The impact of these issues on our business will vary by geographic market and discipline. We ~~closely~~ monitor economic conditions closely, as well as client revenue levels and other factors. In response to reductions in revenue, we can take actions to align our cost structure with changes in client demand and manage our working capital. However, there can be no assurance as to the effectiveness of our efforts to mitigate any impact of the current and future adverse economic conditions, reductions in client revenue, changes in client creditworthiness and other developments.

Revenue is typically lower in the first and third quarters and

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

CONSOLIDATED RESULTS OF OPERATIONS

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


		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
		2024
		2024
		2024
Revenue
Revenue
Revenue
Operating Expenses:
Operating Expenses:
Operating Expenses:
Salary and service costs
Salary and service costs
Salary and service costs
Occupancy and other costs
Occupancy and other costs
Occupancy and other costs
Real estate repositioning costs2
Real estate repositioning costs2
Real estate repositioning costs2

		Three Months Ended September 30,								Nine Months Ended September 30,
		2023			2022			$ Change		2023			2022			$ Change
Revenue		$	3,578.1		$	3,443.4		$	134.7	$	10,631.3		$	10,420.9		$	210.4
Operating Expenses:
Salary and service costs		2,586.5			2,476.1			110.4		7,747.2			7,533.9			213.3
Occupancy and other costs		288.6			281.0			7.6		877.9			874.2			3.7
Real estate and other repositioning costs1,2		—			—			—		191.5			—			191.5
Charges arising from the effects of the war in Ukraine2		—			—			—		—			113.4			(113.4)
Cost of services

Gain on disposition of subsidiary1		—			—			—		(78.8)			—			(78.8)

Cost of services

Cost of services	Cost of services	2,875.1			2,757.1			118.0		8,737.8			8,521.5			216.3
Selling, general and administrative expenses	Selling, general and administrative expenses	89.8			86.4			3.4		278.1			294.0			(15.9)
Selling, general and administrative expenses
Selling, general and administrative expenses
Depreciation and amortization	Depreciation and amortization	52.4			53.9			(1.5)		157.4			164.8			(7.4)
Total operating expenses		3,017.3			2,897.4			119.9		9,173.3			8,980.3			193.0
Operating Income		560.8			546.0			14.8		1,458.0			1,440.6			17.4
Depreciation and amortization
Depreciation and amortization
Total operating expenses2
Total operating expenses2
Total operating expenses2
Operating Income2
Operating Income2
Operating Income2
Interest Expense
Interest Expense
Interest Expense	Interest Expense	53.5			52.0			1.5		165.9			154.2			11.7
Interest Income	Interest Income	15.2			22.9			(7.7)		80.9			42.2			38.7
Interest Income
Interest Income
Income Before Income Taxes and Income From Equity Method Investments
Income Before Income Taxes and Income From Equity Method Investments
Income Before Income Taxes and Income From Equity Method Investments	Income Before Income Taxes and Income From Equity Method Investments	522.5			516.9			5.6		1,373.0			1,328.6			44.4
Income Tax Expense	Income Tax Expense	136.1			134.7			1.4		360.7			383.3			(22.6)
Income Tax Expense
Income Tax Expense
Income From Equity Method Investments	Income From Equity Method Investments	1.9			1.1			0.8		3.1			2.6			0.5
Net Income		388.3			383.3			5.0		1,015.4			947.9			67.5
Income From Equity Method Investments
Income From Equity Method Investments
Net Income2
Net Income2
Net Income2
Net Income Attributed To Noncontrolling Interests	Net Income Attributed To Noncontrolling Interests	16.4			18.8			(2.4)		49.7			61.2			(11.5)
Net Income - Omnicom Group Inc.1,2		$	371.9		$	364.5		$	7.4	$	965.7		$	886.7		$	79.0
Net Income Per Share - Omnicom Group Inc.:
Net Income Attributed To Noncontrolling Interests
Net Income Attributed To Noncontrolling Interests
Net Income - Omnicom Group Inc.2
Net Income - Omnicom Group Inc.2
Net Income - Omnicom Group Inc.2
Net Income Per Share - Omnicom Group Inc.:2
Net Income Per Share - Omnicom Group Inc.:2
Net Income Per Share - Omnicom Group Inc.:2
Basic	Basic	$	1.88		$	1.78		$	0.10	$	4.84		$	4.30		$	0.54
Diluted1,2		$	1.86		$	1.77		$	0.09	$	4.78		$	4.27		$	0.51
Basic
Basic
Diluted
Diluted
Diluted

Revenue	Revenue	$	3,578.1		$	3,443.4		$	134.7	$	10,631.3		$	10,420.9		$	210.4
Operating Margin %		15.7		%	15.9		%			13.7		%	13.8		%
EBITA		$	581.1		$	566.1		$	15.0	$	1,516.9		$	1,500.9		$	16.0
EBITA Margin %		16.2		%	16.4		%			14.3		%	14.4		%

Revenue

Revenue
Operating Margin %2
Operating Margin %2
Operating Margin %2
Non-GAAP Measures:1
Non-GAAP Measures:1
Non-GAAP Measures:1
EBITA2,3
EBITA2,3
EBITA2,3
EBITA Margin %2,3
EBITA Margin %2,3
EBITA Margin %2,3
After-tax amortization effect per diluted share3
After-tax amortization effect per diluted share3
After-tax amortization effect per diluted share3

1) For the nine months ended September 30, 2023, operating expenses included real estate operating lease impairment charges, severance, and other exit costs related to repositioning actions we took in the first and second quartersReconciliation of ~~2023 to reduce our real estate requirements, rebalance our workforce, and consolidate operations in certain markets. In addition, in the second quarter of 2023, we recorded a gain~~Non-GAAP Financial Measures on ~~disposition of certain of our research businesses in the Execution & Support discipline. There was no impact to Operating Income for~~page 23.

2) For the three months ended ~~September 30,~~March 31, 2023, ~~from this disposition. The net aggregate impact to Operating Income for the nine months ended September 30, 2023 was a reduction of $112.7~~operating expenses include $119.2 million ($~~89.6~~91.0 million after tax). The net aggregate effect of these items in the nine months ended September 30, 2023 to diluted net income per share - Omnicom Group Inc. was a decrease of $0.44 (see Notes 9 and 10 to the unaudited consolidated financial statements).

2) For the nine months ended September 30, 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,~~real estate repositioning costs, which ~~reduced net income - Omnicom Group Inc. by $118.2 million and~~decreased diluted net income per share - Omnicom Group Inc. by ~~$0.57~~$0.45 (see Note 1110 to the unaudited consolidated financial statements).

Revenue

The components of period-over-period revenue change in the United States (“Domestic”) and the remainder of the world (“International”) were:
Total Domestic International
$ % $ % $ %
Three months ended September 30, 2022 $ 3,443.4 $ 1,847.8 $ 1,595.6
Components of revenue change:
Foreign exchange rate impact 59.1 1.7 % — — % 59.1 3.7 %
Acquisition revenue, net of disposition revenue (37.5) (1.1) % (28.4) (1.5) % (9.1) (0.6) %
Organic growth 113.1 3.3 % 49.4 2.7 % 63.7 4.0 %
Three months ended September 30, 2023 $ 3,578.1 3.9 % $ 1,868.8 1.1 % $ 1,709.3 7.1 %


		Total				Domestic				International
		$		%		$		%		$		%
Nine months ended September 30, 2022		$	10,420.9			$	5,415.2			$	5,005.7
	Total																						Total								Domestic									International
	$																		$						%					$					%					$						%
Three months ended March 31, 2023
Components of revenue change:	Components of revenue change:
Components of revenue change:
Components of revenue change:
Foreign exchange rate impact
Foreign exchange rate impact
Foreign exchange rate impact	Foreign exchange rate impact	(75.3)		(0.7)	%	—		—	%	(75.3)		(1.5)	%	(2.7)			(0.1)			(0.1)		%				—			—			—	%			(2.7)			(0.2)				(0.2)		%
Acquisition revenue, net of disposition revenue	Acquisition revenue, net of disposition revenue	(127.5)		(1.2)	%	(64.3)		(1.2)	%	(63.2)		(1.3)	%	Acquisition revenue, net of disposition revenue	53.0			1.5				1.5		%				35.1		1.9			1.9	%				17.9			1.1				1.1	%
Organic growth	Organic growth	413.2		4.0	%	180.7		3.3	%	232.5		4.6	%	Organic growth	136.9			4.0				4.0		%				78.6		4.3			4.3	%				58.3			3.6				3.6	%
Nine months ended September 30, 2023		$	10,631.3	2.0	%	$	5,531.6	2.1	%	$	5,099.7	1.9	%
Three months ended March 31, 2024														Three months ended March 31, 2024	$	3,630.5					5.4		%				$	1,925.9				6.3	%			$	1,704.6					4.5		%

The components and percentages are calculated as follows:

•Foreign exchange rate impact is calculated by translating the current period’s local currency revenue using the prior period average exchange rates to derive current period constant currency revenue (in this case ~~$3,519.0 million and $10,706.6~~$3,633.2 million for the Total ~~column for the three and nine months ended September 30, 2023, respectively)~~column). The foreign exchange impact is the difference between the current period revenue in U.S. Dollars and the current period constant currency revenue ($~~3,578.1~~3,630.5 million less ~~$3,519.0 million and $10,631.3 million less $10,706.6~~$3,633.2 million for the Total ~~column for the three and nine months ended September 30, 2023, respectively)~~column).

•Acquisition revenue is calculated as if the acquisition occurred twelve months prior to the acquisition date by aggregating the comparable prior period revenue of acquisitions through the acquisition date. As a result, acquisition revenue excludes the positive or negative difference between our current period revenue subsequent to the acquisition date and the comparable prior period revenue and the positive or negative growth after the acquisition is attributed to organic growth. Disposition revenue is calculated as if the disposition occurred twelve months prior to the disposition date by aggregating the comparable prior period revenue of dispositions through the disposition date. The acquisition revenue and disposition revenue amounts are netted in the table.

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

•The percentage change is calculated by dividing the individual component amount by the prior period revenue base of that component ($~~3,443.4 million and $10,420.9~~3,443.3 million for the Total ~~column for the three and nine months ended September 30, 2023, respectively)~~column).

Changes in the value of foreign currencies against the U.S. Dollar affect our results of operations and financial position. For the most part, because the revenue and expense of our foreign operations are both denominated in the same local currency, the economic impact on operating margin is minimized. Assuming exchange rates at ~~October 13, 2023~~April 12, 2024 remain unchanged, we expect the impact of changes in foreign exchange rates will ~~increase~~reduce revenue ~~by 0.5%~~ in the ~~fourth~~second quarter by 1.0% and ~~reduce revenue~~be flat for the ~~year by 0.5%.~~year. Based on our acquisition and disposition activity to date, we expect that the net impact will ~~reduce~~increase revenue by ~~0.75%~~2.5% for the ~~fourth~~second quarter ~~of 2023~~ and ~~1.1%~~2.0% for the full year.

Revenue by Discipline

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

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


	Three Months Ended March 31,
	2024				2023				2024 vs. 2023
	$		% of Revenue		$		% of Revenue		$ Change		% Organic Growth
Advertising & Media	$	1,906.8	52.5	%	$	1,776.5	51.6	%	$	130.3	7.0	%
Precision Marketing	438.2		12.1	%	360.0		10.5	%	78.2		4.3	%
Public Relations	390.3		10.8	%	375.5		10.9	%	14.8		(1.1)	%
Healthcare	323.6		8.9	%	318.4		9.2	%	5.2		2.1	%
Branding & Retail Commerce	200.2		5.5	%	209.6		6.1	%	(9.4)		(3.8)	%
Experiential	159.9		4.4	%	147.8		4.3	%	12.1		9.5	%
Execution & Support	211.5		5.8	%	255.5		7.4	%	(44.0)		(4.3)	%
Revenue	$	3,630.5			$	3,443.3			$	187.2	4.0	%

The period-over-period change in ~~revenue and organic growth by discipline was:~~
Three Months Ended September 30,
2023 2022 2023 vs. 2022
$ % of
Revenue $ % of
Revenue $ Change % Organic Growth
Advertising & Media $ 1,909.2 53.4 % $ 1,764.9 51.3 % $ 144.3 6.1 %
Precision Marketing 383.7 10.7 % 363.3 10.5 % 20.4 4.3 %
Commerce & Branding 211.6 5.9 % 211.9 6.2 % (0.3) (1.7) %
Experiential 133.3 3.7 % 120.6 3.5 % 12.7 9.2 %
Execution & Support 206.1 5.8 % 262.0 7.6 % (55.9) (3.6) %
Public Relations 392.4 11.0 % 393.0 11.4 % (0.6) (5.5) %
Healthcare 341.8 9.6 % 327.7 9.5 % 14.1 3.8 %
Revenue $ 3,578.1 $ 3,443.4 $ 134.7 3.3 %

Nine Months Ended September 30,
2023 2022 2023 vs. 2022
$ % of
Revenue $ % of
Revenue $ Change % Organic Growth
Advertising & Media $ 5,597.2 52.6 % $ 5,369.5 51.5 % $ 227.7 5.4 %
Precision Marketing 1,112.7 10.5 % 1,066.4 10.3 % 46.3 4.5 %
Commerce & Branding 631.7 5.9 % 630.3 6.0 % 1.4 1.3 %
Experiential 445.5 4.2 % 412.3 4.0 % 33.2 8.9 %
Execution & Support 673.2 6.3 % 811.2 7.8 % (138.0) (1.2) %
Public Relations 1,161.5 10.9 % 1,149.4 11.0 % 12.1 — %
Healthcare 1,009.5 9.6 % 981.8 9.4 % 27.7 3.8 %
Revenue $ 10,631.3 $ 10,420.9 $ 210.4 4.0 %

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.

~~The period-over-period change in~~worldwide revenue for the three months ended ~~September 30, 2023,~~March 31, 2024, compared to the three months ended ~~September 30, 2022,~~March 31, 2023, in our fundamental disciplines was: Advertising & Media increased ~~$144.3~~$130.3 million, Precision Marketing increased ~~$20.4~~$78.2 million, Public Relations increased $14.8 million, Healthcare increased $5.2 million, Branding & Retail Commerce ~~& Branding~~ decreased ~~$0.3~~$9.4 million, Experiential increased ~~$12.7~~$12.1 million, and Execution & Support decreased ~~$55.9 million, Public Relations decreased $0.6 million, and Healthcare increased $14.1~~$44.0 million. ~~Organic revenue increased across most of our disciplines. Our~~Worldwide organic revenue growth ~~was aided by the positive impact of foreign exchange translation, partially offset by net disposition activity~~increased revenue $136.9 million, or 4.0%, primarily reflecting increased client spending in 2023. The positive impact from foreign exchange translation period to period was primarily due to the Euro and British Pound strengthening against the U.S. Dollar. Dispositions, primarily of certain of our research businesses in the Execution & Support discipline in the first and second quarters of 2023, partially offset by acquisitions in the third quarter of 2023 in the Advertising & Media, ~~and the Public Relations disciplines, negatively impacted~~led by our ~~revenue compared to the third quarter of the prior year.~~

~~The period-over-period change in revenue for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022, in our fundamental disciplines was: Advertising &~~ Media, ~~increased $227.7 million,~~ Precision Marketing, ~~increased $46.3 million, Commerce & Branding increased $1.4 million,~~ Experiential, ~~increased $33.2 million, Execution & Support decreased $138.0 million, Public Relations increased $12.1 million,~~ and Healthcare increased $27.7 million. Organic revenue increased across substantially all our disciplines. The impact of foreign exchange translation slightly reduced our revenue, and dispositions, primarily of certain of our research businesses in the Execution & Support discipline in the first and second quarters of 2023, reduced our revenuedisciplines compared to the prior year period. Changes in foreign exchange rates period-over-period reduced revenue $2.7 million, or 0.1%. The decrease in revenue from foreign exchange translation was primarily related to the weakening of ~~substantially all~~several currencies against the U.S. Dollar, ~~except~~substantially offset by the strengthening of the British Pound and Euro ~~which strengthened~~ against the U.S. ~~Dollar~~Dollar. Acquisition revenue, net of disposition revenue, increased revenue $53.0 million, or 1.5%, primarily related to the purchase of Flywheel Digital in January 2024, which is included in our Precision Marketing discipline, and ~~partially offset~~acquisition activity in the ~~decrease.~~second half of 2023.

In the normal course of business, our agencies both gain and lose business from clients each year due to a variety of factors. Under our client-centric approach, we seek to broaden our relationships with all of our clients. Our largest client represented 3.0% and ~~2.6%~~2.7% of revenue for the twelve months ended ~~September 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively. Our ten largest and 100 largest clients represented ~~20.4%~~20.0% and ~~54.4%~~53.8% of revenue for the twelve months ended ~~September 30, 2023,~~March 31, 2024, respectively, and ~~19.4%~~19.3% and ~~52.6%~~52.7% of revenue for the twelve months ended ~~September 30, 2022,~~March 31, 2023, respectively.

Revenue by Geography

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

Three Months Ended September 30,
2023 2022 2023 vs. 2022
$ % of
Revenue $ % of
Revenue $ Change % Organic Growth
Americas:
North America $ 1,983.2 55.4 % $ 1,969.0 57.2 % $ 14.2 2.4 %
Latin America 99.4 2.8 % 77.3 2.2 % 22.1 19.2 %
EMEA:
Europe 1,016.8 28.5 % 908.2 26.4 % 108.6 5.2 %
Middle East and Africa 51.6 1.4 % 62.0 1.8 % (10.4) (10.8) %
Asia-Pacific 427.1 11.9 % 426.9 12.4 % 0.2 2.5 %
Revenue $ 3,578.1 $ 3,443.4 $ 134.7 3.3 %


		Nine Months Ended September 30,
		2023				2022				2023 vs. 2022
		$		% of Revenue		$		% of Revenue		$ Change		% Organic Growth
	Three Months Ended March 31,																																					Three Months Ended March 31,
	2024																							2024									2023										2024 vs. 2023
	$																			$						% of Revenue					$						% of Revenue						$ Change						% Organic Growth
Americas:	Americas:
North America
North America
North America	North America	$	5,888.8	55.4	%	$	5,777.5	55.4	%	$	111.3	3.4	%	$	2,040.9			56.2			56.2		%				$	1,926.8		55.9				55.9	%				$	114.1		4.1				4.1		%
Latin America	Latin America	258.0		2.4	%	224.9		2.2	%	33.1		12.7	%	Latin America		96.5			2.7				2.7		%				74.0		2.1				2.1	%					22.5			22.3				22.3	%
EMEA:	EMEA:
Europe	Europe	3,014.3		28.3	%	2,925.1		28.1	%	89.2		4.4	%
Europe
Europe																1,005.8						27.7		%				951.9						27.7	%				53.9						3.4		%
Middle East and Africa	Middle East and Africa	199.1		1.9	%	208.8		2.0	%	(9.7)		1.8	%	Middle East and Africa		79.6			2.2				2.2		%				84.9		2.5				2.5	%					(5.3)			(4.2)				(4.2)	%
Asia-Pacific	Asia-Pacific	1,271.1		12.0	%	1,284.6		12.3	%	(13.5)		4.3	%	Asia-Pacific		407.7			11.2				11.2		%				405.7		11.8				11.8	%					2.0			3.0				3.0	%
Revenue	Revenue	$	10,631.3			$	10,420.9			$	210.4	4.0	%	Revenue		$	3,630.5						$									$	3,443.3					$											$	187.2	4.0	4.0	%

The period-over-period change in worldwide revenue across our geographic markets for the three months ended ~~September 30, 2023~~March 31, 2024 was: North America increased ~~$14.2~~$114.1 million, or ~~0.7%~~5.9%, Latin America increased ~~$22.1~~$22.5 million, or ~~28.6%~~30.4%, Europe increased ~~$108.6~~$53.9 million, or ~~12.0%~~5.7%, the Middle East and Africa decreased ~~$10.4~~$5.3 million, or ~~16.8%~~6.2%, and Asia-Pacific ~~remained flat.~~increased $2.0 million, or 0.5%. Organic revenue for the three months ended ~~September 30, 2023~~March 31, 2024 increased across most countries within our major markets.

~~The period-over-period change in revenue across our geographic markets for the nine months ended September 30, 2023 was:~~ North America increased $111.3 million, or 1.9%, Latin America increased $33.1 million, or 14.7%, Europe increased $89.2 million, or 3.0%, the Middle East and Africa decreased $9.7 million, or 4.6%, and Asia-Pacific decreased $13.5 million, or 1.1%. Organic revenue for the nine months ended September 30, 2023 increased across most countries within our major markets.

In North America, organic revenue growth for the three months ended ~~September 30, 2023 compared to the prior year period, increased organic revenue~~March 31, 2024 was primarily driven ~~primarily~~ by strong performance in the United States, especially in the Advertising & Media discipline, led by our media business, and our Precision Marketing, Healthcare and ~~Healthcare~~Experiential disciplines, partially offset by negative performance in our ~~Public Relations, Commerce & Branding, and~~ Execution & Support ~~disciplines,~~discipline, which faced difficult comparisons to the prior ~~year. Dispositions~~year period, and our Branding & Retail Commerce discipline. Acquisitions net of dispositions positively impacted revenue and were primarily related to the purchase of Flywheel Digital in January 2024 and acquisitions in the prior year in our Public Relations discipline, partially offset by dispositions in the Execution & Support discipline in the United States in the first and second quarters of 2023, partially offset by acquisitions in the third quarter of 2023 in the Advertising & Media and the Public Relations disciplines, also reduced revenue in the region period to period. For the nine months ended September 30, 2023 compared to the prior year period, increased organic revenue was driven primarily by strong performance in the United States across most of our disciplines and was partially offset by the weakening of the Canadian Dollar against the U.S. Dollar and dispositions in our Execution & Support discipline in the first and second quarters of 2023, partially offset by acquisitions in the third quarter of 2023 in the Advertising & Media and the Public Relations disciplines.year.

Latin America

In Latin America, ~~compared to the prior year periods,~~ organic revenue for the three ~~and nine~~ months ended ~~September 30, 2023,~~March 31, 2024 increased in substantially all our disciplines, led by Advertising & Media, and in ~~substantially~~ all countries in the ~~region.~~region, compared to the prior year period. The strengthening of most currencies, especially the Colombian Peso, Brazilian Real and Mexican Peso ~~and Brazilian Real~~ against the U.S. Dollar, partially offset by the weakening of the Chilean Peso and Argentine Peso, increased revenue in the three ~~and nine~~ months ended ~~September 30, 2023~~March 31, 2024 compared to the same ~~periods~~period in ~~2022.~~2023. Acquisitions positively impacted revenue and were primarily related to acquisition activity in our Advertising & Media discipline during the prior year.

EMEA

In Europe, compared to the prior year ~~periods,~~period, organic revenue for the three ~~and nine~~ months ended ~~September 30, 2023~~March 31, 2024 increased ~~across~~in most countries ofand disciplines driven by strong performance in our ~~major markets and in substantially all disciplines, especially~~ Advertising & Media discipline, led by our media business, and in our Healthcare and Execution & Support disciplines, and was partially offset by negative performance in our Public Relations, and

Experiential ~~discipline.~~disciplines, which faced difficult comparisons to the prior year period. Foreign currency changes increased revenue for the three months ended ~~September 30, 2023,~~March 31, 2024, primarily as a result of the strengthening of the ~~Euro and~~ British Pound ~~against the U.S. Dollar period to~~

~~period. The impact to revenue from foreign currency changes for the nine months ended September 30, 2023 was essentially flat as the strengthening of the~~and Euro against the U.S. Dollar ~~was~~period-over-period. Acquisitions, net of dispositions positively impacted revenue and were primarily related to the purchase of Flywheel Digital in January 2024 and acquisition activity in our Advertising & Media discipline, partially offset by the ~~weakening~~impact of dispositions in our Execution & Support discipline in the second half of the ~~British Pound against the U.S. Dollar. Acquisition revenue, net of disposition revenue, decreased revenue in the nine-month period compared to the~~ prior ~~year due to the disposition of our businesses in Russia in the first quarter of 2022.~~ year.

In the U.K., organic revenue growth for the three ~~and nine~~ months ended ~~September 30, 2023~~March 31, 2024 of ~~4.4% and 4.3%, respectively,~~3.2% was led by our Advertising & Media and ~~Commerce & Branding~~Healthcare disciplines, ~~as well as the Healthcare discipline,~~partially offset by weakness in ~~particular in the three months ended September 30, 2023.~~our Precision Marketing discipline. In Continental Europe, which includes the Euro Zone and the other European countries, organic growth ~~in substantially all disciplines~~ for the three ~~and nine~~ months ended ~~September 30, 2023 compared to 2022~~March 31, 2024 of ~~5.7% and 4.5%, respectively,~~3.5% was led by ~~France,~~Italy, Germany, and ~~Italy.~~Spain and in most disciplines, except for Experiential, which faced difficult comparisons to the prior year period.

In the Middle East and Africa for the three months ended ~~September 30, 2023,~~March 31, 2024, organic revenue decreased period-over-period, primarily as a result of decreases in our Advertising & Media ~~and Experiential disciplines,~~discipline, which faced a difficult ~~comparisons~~comparison in the region. For the nine-month period compared to the prior year period, organic revenue increased, led by our Advertising & Media discipline. For the three and nine months ended September 30, 2023, the weakening of certain currencies in the region against the U.S. Dollar decreased revenue period-over-period.

Asia-Pacific

In Asia-Pacific, organic revenue increased period-over-period for the three months ended ~~September 30, 2023,~~March 31, 2024 led by our ~~Experiential~~Advertising & Media discipline. ~~For the nine-month period ended September 30, 2023, substantially all disciplines had organic growth.~~ Most major markets in the region, especially China, India, ~~Malaysia,~~ and Japan, had positive organic growth ~~period to period.~~period-over-period. The organic growth in the region was partially offset by an underperformance in Australia and ~~New Zealand~~Singapore and the weakening of certain foreign currencies against the U.S. Dollar, especially the Japanese Yen, Australian Dollar, ~~Renminbi, Japanese Yen,~~ and ~~New Zealand Dollar.~~Chinese Renminbi. Acquisition activity, including the purchase of Flywheel Digital in January 2024, increased revenue in the period compared to the prior year period.

Revenue by Industry

Revenue by type of client industry sector was:


		Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022		2023		2022
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
		2024
		2024
		2024
Pharmaceuticals and Healthcare
Pharmaceuticals and Healthcare
Pharmaceuticals and Healthcare	Pharmaceuticals and Healthcare	16	%	18	%	16	%	16	%
Food and Beverage	Food and Beverage	15	%	14	%	15	%	14	%
Food and Beverage
Food and Beverage
Auto	Auto	12	%	10	%	12	%	10	%
Auto
Auto
Consumer Products
Consumer Products
Consumer Products
Technology	Technology	8	%	10	%	8	%	11	%
Consumer Products		8	%	7	%	8	%	8	%
Technology
Technology
Financial Services
Financial Services
Financial Services	Financial Services	8	%	8	%	8	%	7	%
Travel and Entertainment	Travel and Entertainment	6	%	7	%	7	%	7	%
Travel and Entertainment
Travel and Entertainment
Retail
Retail
Retail	Retail	6	%	6	%	6	%	6	%
Telecommunications	Telecommunications	4	%	4	%	4	%	5	%
Telecommunications
Telecommunications
Government
Government
Government	Government	4	%	3	%	4	%	3	%
Services	Services	3	%	3	%	2	%	2	%
Services
Services
Oil, Gas and Utilities
Oil, Gas and Utilities
Oil, Gas and Utilities	Oil, Gas and Utilities	2	%	2	%	2	%	2	%
Not-for-Profit	Not-for-Profit	1	%	1	%	1	%	1	%
Not-for-Profit
Not-for-Profit
Education
Education
Education	Education	1	%	1	%	1	%	1	%
Other	Other	6	%	6	%	6	%	7	%
Other
Other
Total	Total	100	%	100	%	100	%	100	%
Total
Total

2120

Operating Expenses

The period-over-period change in operating expenses was:

Three Months Ended September 30,
2023 2022 2023 vs. 2022
$ % of
Revenue $ % of
Revenue $
Change %
Change
Revenue $ 3,578.1 $ 3,443.4 $ 134.7 3.9 %
Operating Expenses:
Salary and service costs:
Salary and related costs 1,756.7 49.1 % 1,749.1 50.8 % 7.6 0.4 %
Third-party service costs 678.8 19.0 % 588.2 17.1 % 90.6 15.4 %
Third-party incidental costs 151.0 4.2 % 138.8 4.0 % 12.2 8.8 %
Total salary and service costs 2,586.5 72.3 % 2,476.1 71.9 % 110.4 4.5 %
Occupancy and other costs 288.6 8.1 % 281.0 8.2 % 7.6 2.7 %
Cost of services 2,875.1 2,757.1 118.0 4.3 %
Selling, general and administrative expenses 89.8 2.5 % 86.4 2.5 % 3.4 3.9 %
Depreciation and amortization 52.4 1.5 % 53.9 1.6 % (1.5) (2.8) %
Total operating expenses 3,017.3 84.3 % 2,897.4 84.1 % 119.9 4.1 %
Operating Income $ 560.8 15.7 % $ 546.0 15.9 % $ 14.8 2.7 %


		Nine Months Ended September 30,													Three Months Ended March 31,
		2023				2022				2023 vs. 2022
		$		% of Revenue		$		% of Revenue		$ Change		% Change
	2024																					2024										2023											2024 vs. 2023
	$																		$					% of Revenue					$							% of Revenue							$ Change				% Change
Revenue	Revenue	$	10,631.3			$	10,420.9			$	210.4	2.0	%	Revenue	$	3,630.5					$										$	3,443.3						$									$	187.2	5.4	5.4	%
Operating Expenses:	Operating Expenses:
Salary and service costs:	Salary and service costs:
Salary and service costs:
Salary and service costs:
Salary and related costs
Salary and related costs
Salary and related costs	Salary and related costs	5,306.7		49.9	%	5,344.5		51.3	%	(37.8)		(0.7)	%	1,847.3			50.9			50.9	%				1,778.0			51.6					51.6	%					69.3			3.9			3.9	%
Third-party service costs	Third-party service costs	2,033.9		19.1	%	1,799.0		17.3	%	234.9		13.1	%	Third-party service costs	698.2			19.2			19.2		%			639.3			18.6					18.6	%					58.9				9.2		9.2	%
Third-party incidental costs	Third-party incidental costs	406.6		3.8	%	390.4		3.7	%	16.2		4.1	%	Third-party incidental costs	147.1			4.1			4.1		%			125.6			3.6					3.6	%					21.5				17.1		17.1	%
Total salary and service costs	Total salary and service costs	7,747.2		72.9	%	7,533.9		72.3	%	213.3		2.8	%	Total salary and service costs	2,692.6			74.2			74.2		%			2,542.9			73.9					73.9	%					149.7				5.9		5.9	%
Occupancy and other costs	Occupancy and other costs	877.9		8.3	%	874.2		8.4	%	3.7		0.4	%	Occupancy and other costs	314.1			8.7			8.7		%			291.6			8.5					8.5	%					22.5				7.7		7.7	%

Real estate and other repositioning costs		191.5		1.8	%	—		—	%	191.5
Charges arising from the effects of the war in Ukraine		—		—	%	113.4		1.1	%	(113.4)
Gain on disposition of subsidiary		(78.8)		(0.7)	%	—		—	%	(78.8)
Real estate repositioning costs
Real estate repositioning costs
Real estate repositioning costs

Cost of services

Cost of services

Cost of services	Cost of services	8,737.8				8,521.5				216.3		2.5	%	3,006.7						2,953.7										2,953.7							53.0										53.0		1.8	1.8	%
Selling, general and administrative expenses	Selling, general and administrative expenses	278.1		2.6	%	294.0		2.8	%	(15.9)		(5.4)	%	Selling, general and administrative expenses	85.3			2.3			2.3		%			89.2			2.6					2.6	%					(3.9)				(4.4)		(4.4)	%
Depreciation and amortization	Depreciation and amortization	157.4		1.5	%	164.8		1.6	%	(7.4)		(4.5)	%	Depreciation and amortization	59.6			1.6			1.6		%			53.9			1.6					1.6	%					5.7				10.6		10.6	%
Total operating expenses	Total operating expenses	9,173.3		86.3	%	8,980.3		86.2	%	193.0		2.1	%	Total operating expenses	3,151.6			86.8			86.8		%			3,096.8			89.9					89.9	%					54.8				1.8		1.8	%
Operating Income	Operating Income	$	1,458.0	13.7	%	$	1,440.6	13.8	%	$	17.4	1.2	%	Operating Income	$	478.9		13.2			13.2		%			$	346.5		10.1					10.1	%					$	132.4			38.2		38.2	%

We measure cost of services in two distinct categories: salary and service costs and occupancy and other costs. As a service business, salary and service costs make up the significant portion of our operating expenses and substantially all these costs comprise the essential components directly linked to the delivery of our services. Salary and service costs include employee compensation and benefits, freelance labor, third-party service costs, and third-party incidental costs. Third-party service costs include vendor costs when we act as principal in providing services to our ~~clients, and third-party~~clients. Third-party incidental costs ~~which~~that are required to be included in revenue primarily consist of client-related travel and incidental out-of-pocket costs, which ~~we bill~~are billed back to the client directly at our ~~cost and which we are required to include in revenue.~~cost. Occupancy and other costs consist of the indirect costs related to the delivery of our services, including office rent and other occupancy costs, equipment rent, technology costs, general office expenses and other expenses. Adverse and beneficial fluctuations in foreign currencies from period to period impact our results of operations and financial position when we translate our financial statements from local foreign currencies to the U.S. Dollar. However, substantially all of our foreign operations transact business in their local currency, mitigating the impact of changes in foreign currency exchange rates on our operating margin percentage.

~~Operating expenses for~~ As a result, the three and nine months ended September 30, 2023 compared to the prior year periods increased 4.1% to $3,017.3 million from $2,897.4 million and increased 2.1% to $9,173.3 million from $8,980.3 million, respectively. Included in operating expense for the nine months ended September 30, 2023 is the net impact of the gain on disposition of subsidiary in our Execution & Support discipline of $78.8 million and repositioning costs of related to real estate and other exit charges and severance costs of $191.5 million (see Notes 9 and 10 to the unaudited financial statements).

~~The~~ changes in our operating expenses period-over-period from foreign currency translation were in line with the percentage impact from changes in foreign currencies on revenue for the three-month period ended March 31, 2024.

Operating expenses for the three ~~and nine-month periods~~months ended ~~September 30, 2023.~~March 31, 2024 compared to the prior year period increased 1.8% to $3,151.6 million from $3,096.8 million. Included in operating expense for the three months ended March 31, 2023 is the impact of the real estate repositioning costs of $119.2 million (see Note 10 to the unaudited consolidated financial statements).

Operating Expenses - Salary and Service Costs

Salary and service costs, which tend to fluctuate with changes in revenue, are comprised of salary and related costs, third-party service costs, and third-party incidental costs. Salary and service costs for the three ~~and nine~~ months ended ~~September 30, 2023~~March 31, 2024 compared to the prior year period increased ~~$110.4~~$149.7 million, or ~~4.5%~~5.9%, to ~~$2,586.5 million and increased $213.3 million, or 2.8%, to $7,747.2 million, respectively.~~$2,692.6 million. Salary and related costs for the three ~~and nine~~ months ended ~~September 30, 2023~~March 31, 2024 increased ~~$7.6~~$69.3 million, or ~~0.4%~~3.9%, to ~~$1,756.7 million and decreased $37.8 million, or 0.7%, to $5,306.7 million, respectively.~~$1,847.3 million. Headcount increased for the three ~~and nine~~ months ended ~~September 30, 2023~~March 31, 2024, primarily as a result of ~~organic growth and~~ our ~~acquisitions primarily in the third quarter~~acquisition of 2023; the increase was offset by the dispositions in our Execution & Support discipline in the first and second quarters of 2023, as well as the effects of foreign currency changes compared to the prior year period.Flywheel Digital. Third-party service costs for the three ~~and nine~~ months ended ~~September 30, 2023~~March 31, 2024 increased ~~$90.6~~$58.9 million, or ~~15.4%~~9.2%, to ~~$678.8~~$698.2 million, ~~and increased $234.9 million, or 13.1%, to $2,033.9 million, and were less impacted by the effects~~primarily as a result of ~~our dispositions.~~organic growth. Third-party incidental costs for the three ~~and nine~~ months ended ~~September 30, 2023,~~March 31, 2024, increased ~~$12.2~~$21.5 million, or ~~8.8%~~17.1%, to ~~$151.0 million and increased $16.2 million, or 4.1%, to $406.6 million, respectively.~~$147.1 million.

Operating Expenses - Occupancy and Other Costs

Occupancy and other costs for the three ~~and nine~~ months ended ~~September 30, 2023,~~March 31, 2024, which are less directly linked to changes in revenue than salary and service costs, increased by ~~$7.6~~$22.5 million ~~and $3.7~~or 7.7% to $314.1 million, ~~respectively.~~primarily resulting from our acquisition activity. Increased occupancy costs were ~~substantially~~partially offset by lower rent expense in the ~~periods.~~period.

In connection with the transition to a flexible working environment, a hybrid model which allows for partial remote work, we took certain actions in the first quarter of 2023 to reduce and reposition our office lease portfolio and recorded a charge of $119.2 million, which included an $80.4 million non-cash impairment charge for the operating lease right-of-use, or ROU, assets, $20.0 million for the write-off of the net book value of leasehold improvements at the affected locations, and $18.8 million of other lease obligations that will be paid in less than one year. Substantially all of the operating lease payments related to the ROU assets will be paid out over three years (see Note 9 to the unaudited consolidated financial statements).

Operating Expenses - Selling, General & Administrative Expenses

SG&A expenses primarily consist of third-party marketing costs, professional fees, and compensation and benefits and occupancy and other costs of our corporate and executive offices, including group-wide finance and accounting, treasury, legal and governance, human resource oversight and similar costs. SG&A expenses for the three months ended ~~September 30, 2023~~March 31, 2024 compared to ~~2022 increased~~the same period in 2023 decreased by $3.4 million primarily a result of higher professional fees in connection with the acquisition activity in the period. For the nine months ended September 30, 2023, SG&A expenses decreased overall, period-over-period. The increase in the three months ended September 30, 2023, was primarily a result of higher professional fees in connection with the acquisition activity in the period.$3.9 million.

Operating Income

Operating income for the three months ended ~~September 30, 2023~~March 31, 2024 compared to ~~2022,~~the same period in 2023, increased ~~$14.8~~$132.4 million to ~~$560.8~~$478.9 million, and operating margin ~~decreased~~increased to ~~15.7%~~13.2% from ~~15.9%~~10.1%. EBITA increased ~~$15.0~~$139.1 million to ~~$581.1~~$500.4 million, and EBITA margin ~~decreased~~increased to ~~16.2%~~13.8% from ~~16.4%.~~

Operating income for the nine months ended September 30, 2023 compared to 2022, increased $17.4 million to $1,458.0 million, and operating margin decreased to 13.7% from 13.8%. EBITA increased $16.0 million to $1,516.9 million, and EBITA margin decreased to 14.3% from 14.4%10.5%. In the ~~nine~~three months ended ~~September 30,~~March 31, 2023, the effect of ~~the~~ real estate ~~and other~~ repositioning ~~cost and the gain on disposition of subsidiaries (see Notes 9 and 10 to the unaudited consolidated financial statements)~~costs reduced ~~both~~ operating income and EBITA by ~~$112.7~~$119.2 million, and ~~reduced~~decreased operating margin by ~~1.1%~~3.4% and EBITA ~~margin~~Margin by 1.0%. Operating income and EBITA in the nine months ended September 30, 2022 included a reduction of $113.4 million related to the war in Ukraine (see Note 11 to the unaudited consolidated financial statements), which decreased both operating margin and EBITA margin by 1.1%3.5%.

Net Interest Expense

Net interest expense infor the three months ended ~~September 30, 2023~~March 31, 2024 increased ~~$9.2~~$7.5 million period-over-period to ~~$38.3~~$26.8 million. Interest expense on debt infor the quarter ~~decreased by $0.2~~increased $0.4 million period-over-period to ~~$47.8 million. Interest income in the third~~

~~quarter of 2023 decreased $7.7 million period-over-period to $15.2~~$50.6 million, primarily related to the issuance of €600 million 3.70% Senior Notes due ~~to lower cash and short term investment balances.~~

Net interest expense in the nine months ended September 30, 2023 decreased $27.0 million period-over-period to $85.0 million. Interest expense on debt in the first nine months increased by $7.6 million period-over-period to $149.8 million.2032. Interest income in the first ~~nine months~~quarter of ~~2023 increased $38.7~~2024 decreased $8.6 million period-over-period to ~~$80.9~~$27.0 million, ~~primarily as a result of higher interest rates on~~principally due to lower cash ~~balances and short-term investments.~~balances.

Income Taxes

Our effective tax rate for the three months ended ~~September 30, 2023 decreased slightly~~March 31, 2024 increased period-over-period to ~~26.0%~~25.7% from ~~26.1%~~25.5%. ~~Our~~The effective tax rate for three months ended March 31, 2024 includes the favorable impact from the resolution of certain non-U.S. tax positions of $7.5 million. The effective tax rate for the ~~nine~~three months ended ~~September 30, 2023 decreased period-over-period to 26.3% from 28.8%. The nine months ended September 30,~~March 31, 2023 includes ~~an increase~~the favorable impact of ~~$10.7~~approximately $10.0 million ~~in income~~of previously unrecognized tax ~~expense~~benefits, partially offset by approximately $6.0 million related to a lower tax benefit in certain jurisdictions for the real estate ~~and other~~ repositioning costs in the quarter, and an increase in the U.K. statutory tax ~~rate, partially offset by $10.0 million of previously unrecognized tax benefits. The higher effective tax rate for the nine months ended September 30, 2022 was predominantly due to~~the non-deductibility of the $113.4 million of charges recorded in the first quarter of 2022, arising from the effects of the war in Ukraine, as well as an additional increase in income tax expense of $4.8 million related to the disposition of our businesses in Russia.

The Inflation Reduction Act of 2022, or IRA, levies a 1% excise tax on net stock repurchases after December 31, 2022. The excise tax is recorded as part of the cost of acquiring treasury stock and is not material. Additionally, the IRA imposes a 15% corporate alternative minimum tax, or CAMT, for tax years beginning after December 31, 2022. The CAMT is not expected to have a material impact on our results of operations or financial position.

Various foreign jurisdictions are in the process of enacting legislation to adopt a minimum tax described in the Global Anti-Base Erosion, GloBE or Pillar Two, model rules issued by the Organization for Economic Co-operation and Development. A minimum effective tax of 15% would apply to multinational companies with consolidated revenue above €750 million. Currently, Japan, South Korea and the United Kingdom have enacted legislation effective beginning in 2024 that is consistent with the GloBE rules. Other countries are expected to adopt GloBE rules within the next year.

Under the GloBE rules, a company would be required to determine a combined effective tax rate for all entities located in a jurisdiction. If the jurisdictional effective tax rate is less than 15%, a top-up tax generally will be due to bring the jurisdictional effective tax rate up to 15%.

The GloBE minimum tax will be accounted for as an alternative minimum tax, or AMT. As such, companies will need to consider the effects beginning in the period that includes the date the GloBE AMT is effective. Changes in tax laws in the various countries in which we operate can negatively impact our results of operations and financial position in future periods.rate.

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

Net income - Omnicom Group Inc. in the three months ended ~~September 30, 2023~~March 31, 2024 increased ~~$7.4~~$91.1 million to ~~$371.9~~$318.6 million from ~~$364.5~~$227.5 million. The period-over-period increase is due to the factors described above. Diluted net income per share - Omnicom Group Inc. increased to ~~$1.86~~$1.59 in the three months ended ~~September 30, 2023,~~March 31, 2024, from ~~$1.77~~$1.11 in the three months ended ~~September 30, 2022,~~March 31, 2023, due to the factors described above and the impact of the reduction in our weighted average common shares outstanding resulting from the repurchases of our common ~~stock during~~stock. For the ~~quarter, net of shares issued for stock option exercises and the employee stock purchase plan.~~

~~Net income - Omnicom Group Inc. in the nine~~three months ended ~~September 30,~~March 31, 2023, ~~increased $79.0 million to $965.7 million from $886.7 million. The period-over-period increase is due to~~ the factors described above. Diluted net income per share - Omnicom Group Inc. increased to $4.78 in the nine months ended September 30, 2023, from $4.27 in the nine months ended September 30, 2022, due to the factors described above and the impact of the reduction in our weighted average common shares outstanding resulting from the repurchases of our common stock during the first half of the year, net of shares issued for stock option exercises and the employee stock purchase plan. For the nine months ended September 30, 2023, the net impact of the real estate repositioning costs ~~and gain on disposition of subsidiaries~~ reduced net income - Omnicom Group Inc. by ~~$89.6~~$91.0 million and diluted net income per share - Omnicom Group Inc. by ~~$0.44. For~~$0.45.

In the ~~nine~~three months ended ~~September 30, 2022, the impact of the after-tax charges arising from~~March 31, 2024, the effects of ~~the war in Ukraine reduced net income - Omnicom Group Inc. by $118.2 million~~after-tax amortization of acquired intangible assets and internally developed strategic platform assets decreased diluted net income per share ~~- Omnicom Group Inc.~~ by ~~$0.57.~~$0.08 and $0.05 for the three months ended March 31, 2024 and 2023, respectively.

NON-GAAP FINANCIAL MEASURES

We use certain non-GAAP financial measures in describing our performance. We use EBITA and EBITA Margin as additional operating performance measures, which ~~exclude~~excludes from operating income the non-cash amortization expense of acquired intangible assets ~~(primarily consisting of amortization of intangible assets arising from acquisitions).~~and internally developed strategic platform assets. We believe EBITA and EBITA Margin are useful measures for investors to evaluate the performance of our ~~business.~~business and allows for comparability between the periods presented. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with U.S. GAAP. Non-GAAP financial measures reported by us may not be comparable to similarly titled amounts reported by other companies.

Reconciliation of Non-GAAP Financial Measures

The following table reconciles the U.S. GAAP financial measure of Net Income- Omnicom Group Inc. to EBITDA, EBITA and EBITA Margin:


		Three Months Ended September 30,						Nine Months Ended September 30,
		2023			2022			2023			2022
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
		2024
		2024
		2024
Net Income - Omnicom Group Inc.
Net Income - Omnicom Group Inc.
Net Income - Omnicom Group Inc.	Net Income - Omnicom Group Inc.	$	371.9		$	364.5		$	965.7		$	886.7
Net Income Attributed To Noncontrolling Interests	Net Income Attributed To Noncontrolling Interests	16.4			18.8			49.7			61.2
Net Income Attributed To Noncontrolling Interests
Net Income Attributed To Noncontrolling Interests
Net Income
Net Income
Net Income	Net Income	388.3			383.3			1,015.4			947.9
Income From Equity Method Investments	Income From Equity Method Investments	1.9			1.1			3.1			2.6
Income From Equity Method Investments
Income From Equity Method Investments
Income Tax Expense
Income Tax Expense
Income Tax Expense	Income Tax Expense	136.1			134.7			360.7			383.3
Income Before Income Taxes and Income From Equity Method Investments	Income Before Income Taxes and Income From Equity Method Investments	522.5			516.9			1,373.0			1,328.6
Income Before Income Taxes and Income From Equity Method Investments
Income Before Income Taxes and Income From Equity Method Investments
Interest Expense
Interest Expense
Interest Expense	Interest Expense	53.5			52.0			165.9			154.2
Interest Income	Interest Income	15.2			22.9			80.9			42.2
Interest Income
Interest Income
Operating Income	Operating Income	560.8			546.0			1,458.0			1,440.6
Add back: Amortization of intangible assets		20.3			20.1			58.9			60.3
Operating Income
Operating Income
Add back: Amortization of acquired intangible assets and internally developed strategic platform assets
Add back: Amortization of acquired intangible assets and internally developed strategic platform assets
Add back: Amortization of acquired intangible assets and internally developed strategic platform assets
Earnings before interest, taxes and amortization of intangible assets (“EBITA”)	Earnings before interest, taxes and amortization of intangible assets (“EBITA”)	$	581.1		$	566.1		$	1,516.9		$	1,500.9
Earnings before interest, taxes and amortization of intangible assets (“EBITA”)
Earnings before interest, taxes and amortization of intangible assets (“EBITA”)

Amortization of other purchased and internally developed software

Amortization of other purchased and internally developed software

Amortization of other purchased and internally developed software
Depreciation
Depreciation
Depreciation
EBITDA
EBITDA
EBITDA

Revenue

Revenue

Revenue	Revenue	$	3,578.1		$	3,443.4		$	10,631.3		$	10,420.9

EBITA	EBITA	$	581.1		$	566.1		$	1,516.9		$	1,500.9

EBITA

EBITA
EBITA Margin %	EBITA Margin %	16.2		%	16.4		%	14.3		%	14.4		%
EBITA Margin %
EBITA Margin %

LIQUIDITY AND CAPITAL RESOURCES

Cash Sources and Requirements

Primary sources of ~~our~~ short-term liquidity are ~~our~~net cash provided by operating ~~cash flow~~activities and cash and cash equivalents. Additional liquidity sources include our $2.5 billion unsecured multi-currency revolving credit facility, or Credit Facility, with a termination date of June 2, 2028, and our $600 million Delayed Draw Term Loan Agreement, or Term Loan Facility, with a termination date of December 31, 2026. We also have the ability to issue up to $2 billion of U.S. Dollar denominated commercial paper and issue up to the equivalent of $500 million in British Pounds or Euro under a Euro commercial paper program, and access to the capital markets. In June 2023, we amended the Credit Facility to, among other things, extend the termination date of the Credit Facility 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.program. In addition, certain of our international subsidiaries have uncommitted credit lines, aggregating ~~$576.0~~$507.0 million, that are guaranteed by Omnicom. Our liquidity sources fund our non-discretionary cash requirements and our discretionary spending.

Working capital, which we define as current assets minus current liabilities, is our principal non-discretionary funding requirement. Our working capital ~~cycle~~requirements typically ~~peaks~~peak during the second quarter of the year due to the timing of payments for incentive compensation, income taxes and contingent purchase price obligations. In addition, we have contractual obligations related to our long-term debt (principal and interest payments), recurring business operations, primarily related to lease obligations, and acquisition related obligations. Our principal discretionary cash spending includes dividend payments to common shareholders, capital expenditures, strategic acquisitions and repurchases of our common stock.

Cash and cash equivalents decreased ~~$1.5~~$1.3 billion from December 31, ~~2022.~~2023. During the first ~~nine~~three months ~~2023,~~of 2024, we used ~~$379.1~~$618.5 million of cash in operating activities, which included the use for operating capital of ~~$1.7~~$1.0 billion, primarily related to our typical working capital ~~requirement during the period.~~cycle. Discretionary spending for the first ~~nine~~three months of ~~2023~~2024 was ~~$1.3~~$1.2 billion, compared to ~~$1.4 billion~~$495.1 million for the first ~~nine~~three months of ~~2022.~~2023. Discretionary spending for the first ~~nine~~three months of ~~2023 is~~2024 was comprised of capital expenditures of ~~$64.2~~$23.1 million, dividends paid to common shareholders of ~~$424.0~~$138.8 million, dividends paid to shareholders of noncontrolling interests of ~~$47.0~~$13.3 million, repurchases of our common stock, net of proceeds from vesting of restricted stock awards and ~~stock option exercises and~~ related tax benefits and common stock sold to our employee stock purchase plan of ~~$529.8~~$178.0 million, ~~and payment~~the acquisition of ~~contingent purchase price obligations~~businesses, net of cash acquired, and acquisition of additional shares of noncontrolling interests, and payment of ~~$202.4~~contingent purchase price obligations of $812.4 million. ~~Discretionary spending was partially offset by~~During the ~~proceeds from disposition~~first quarter of 2024, we acquired Flywheel Digital for approximately $845 million. On March 6, 2024, Omnicom Finance Holdings plc, or OFH, a U.K.-based wholly owned subsidiary ~~and other investing activities~~ of ~~$192.6~~Omnicom, issued €600 million ~~and~~3.70% Senior Notes due 2032. The net proceeds from the ~~maturity of short-term investments of $60.8~~issuance, after deducting the underwriting discount and offering expenses, were approximately $643.1 million. The net impact of ~~foreign exchange rate changes decreased~~these transactions reduced cash and cash equivalents by ~~$68.0 million.~~approximately $202 million from December 31, 2023.

Based on past performance and current expectations, we believe that ~~our~~net cash provided by operating activities and cash and cash equivalents ~~and operating cash flow~~ will be sufficient to meet our non-discretionary cash requirements for the next twelve months. ~~Over~~In addition, and over the longer term, our Credit Facility isand Term Loan Facility are available to fund our working capital and contractual obligations.

Cash Management

Our regional treasury centers in North America, Europe and Asia manage our cash and liquidity. Each day, operations with excess funds invest those funds with their regional treasury center. Likewise, operations that require funds borrow from their regional treasury center. Treasury centers with excess cash invest on a short-term basis with third parties, with maturities generally ranging from overnight to 90 days. Certain treasury centers have notional pooling arrangements that are used to manage their cash and set-off foreign exchange imbalances. The arrangements require each treasury center to have its own notional pool account and to maintain a notional positive account balance. Additionally, under the terms of the arrangement, set-off of foreign exchange positions are limited to the long and short positions within their own account. To the extent that our treasury centers require liquidity, they have the ability to issue up to a total of $2 billion of U.S. Dollar-denominated commercial paper and issue up to the equivalent of $500 million in British Pounds or Euro under a Euro commercial paper program, or borrow under the Credit Facility, Term Loan Facility or the uncommitted credit lines. This process enables us to manage our debt more efficiently and utilize our cash more effectively, as well as manage our risk to foreign exchange rate imbalances. In countries where we either do not conduct treasury operations or it is not feasible for one of our treasury centers to fund net borrowing requirements on an intercompany basis, we arrange for local currency uncommitted credit lines. We have a policy governing counterparty credit risk with financial institutions that hold our cash and cash equivalents, and we have deposit limits for each institution. In countries where we conduct treasury operations, generally the counterparties are either branches or subsidiaries of institutions that are party to the Credit Facility, or the Term Loan Facility. These institutions generally have credit ratings equal to or better than our credit ratings. In countries where we do not conduct treasury operations, all cash and cash equivalents are held by counterparties that meet specific minimum credit standards.

At ~~September 30, 2023,~~March 31, 2024, our foreign subsidiaries held approximately ~~$1.4~~$1.5 billion of our total cash and cash equivalents of ~~$2.8~~$3.2 billion. Substantially all of the cash is available to us, net of any foreign withholding taxes payable upon repatriation to the United States.

At ~~September 30, 2023,~~March 31, 2024, our net debt position, which we define as total debt, including short-term debt, less cash and cash equivalents, ~~and short-term investments,~~ increased ~~$1.6~~$1.9 billion to ~~$2.8~~$3.1 billion from December 31, ~~2022.~~2023. The increase in net debt primarily resulted from the use of cash of ~~$379.1~~$618.5 million for operating activities, which included the use for operating capital of ~~$1.7~~$1.0 billion, primarily related to our typical working capital requirement during the period, discretionary spending of ~~$1.3~~$1.2 billion, as discussed above, and the net ~~effect of~~increase from foreign exchange rate changes on cash and cash equivalents and our foreign currency denominated debt of ~~$59.4 million, and was partially offset by the proceeds from disposition of subsidiary in the second quarter of 2023 and other investing activities of $192.6~~$54.9 million.

Components of net debt:


		September 30, 2023		December 31, 2022		September 30, 2022
	March 31, 2024							March 31, 2024	December 31, 2023	March 31, 2023
Short-term debt	Short-term debt	$	14.5	$	16.9	$	10.2
Long-term debt	Long-term debt	5,572.1		5,577.2		5,450.6
Total debt	Total debt	5,586.6		5,594.1		5,460.8
Less:	Less:
Cash and cash equivalents	Cash and cash equivalents	2,769.6		4,281.8		3,198.5
Cash and cash equivalents
Cash and cash equivalents
Short-term investments	Short-term investments	—		60.7		94.9
Net debt	Net debt	$	2,817.0	$	1,251.6	$	2,167.4

Net debt is a Non-GAAP liquidity measure. This presentation, together with the comparable U.S. GAAP liquidity measures, reflects one of the key metrics used by us to assess our cash management. Non-GAAP liquidity measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with U.S. GAAP. Non-GAAP liquidity measures as reported by us may not be comparable to similarly titled amounts reported by other companies.

Debt Instruments and Related Covenants

On March 6, 2024, OFH issued €600 million 3.70% Senior Notes due 2032. The net proceeds from the issuance, after deducting the underwriting discount and offering expenses, were $643.1 million. Omnicom has fully and unconditionally guaranteed the obligations of OFH.

Omnicom and its wholly owned finance subsidiary, Omnicom Capital Inc., or OCI, are co-obligors under ~~our~~the 3.65% Senior Notes due 2024 and the 3.60% Senior Notes due 2026. These notes are a joint and several liability of Omnicom and OCI, and Omnicom unconditionally guarantees OCI’s obligations with respect to the notes. OCI provides funding for our operations by incurring debt and lending the proceeds to our operating subsidiaries. OCI’s assets primarily consist of cash and cash equivalents and intercompany loans made to our operating subsidiaries, and the related interest receivable. There are no restrictions on the ability of OCI or Omnicom to obtain funds from our subsidiaries through dividends, loans, or advances. Such notes are senior unsecured obligations that rank equal in right of payment with all existing and future unsecured senior indebtedness.

in several wholly owned finance companies that function as treasury centers, providing funding for various operating companies in Europe, Australia, and other countries in the Asia-Pacific region. The finance companies’ assets consist of cash and cash equivalents and intercompany loans that they make or have made to the operating companies in their respective regions and the related interest receivable. There are no restrictions on the ability of Omnicom, OCI or OFH to obtain funds from their subsidiaries through dividends, loans, or advances. The Euro Notes and the related guarantees are senior unsecured obligations that rank equal in right of payment with all existing and future unsecured senior indebtedness of OFH and each of Omnicom and OCI, ~~respectively.~~as applicable.

this covenant as our Leverage Ratio was ~~2.4~~2.5 times. The Credit Facility ~~does~~and Term Loan Facility do not limit our ability to declare or pay dividends or repurchase our common stock.

At ~~September 30, 2023,~~March 31, 2024, our long-term and short-term debt was rated BBB+ and A2 by S&P and Baa1 and P2 by ~~Moody's.~~Moody’s. Our access to the commercial paper market and the cost of these borrowings are affected by market conditions and our credit ratings. The long-term debt indentures, Credit Facility and ~~the Credit~~Term Loan Facility do not contain provisions that require acceleration of cash payments in the event of a downgrade in our credit ratings.

Credit Markets and Availability of Credit

In light of the uncertainty of future economic conditions, we will continue to take actions available to us to respond to changing economic conditions, and we will continue to manage our discretionary expenditures. We will also continue to monitor and manage the level of credit made available to our clients. We believe that these actions, in addition to the availability of our Credit Facility and Term Loan Facility, are sufficient to fund our near-term working capital needs and our discretionary spending. Information regarding our Credit Facility and Term Loan Facility is provided in Note 56 to the unaudited consolidated financial statements.

We have the ability to fund our day-to-day liquidity, including working capital, by issuing commercial paper or borrowing under the Credit Facility and Term Loan Facility. ~~For our commercial paper issuances in~~During the third quarter of 2023, the maximum amount outstanding was $60 million, the average amount outstanding was $1.5 million, the average days outstanding was 1.0 day, and the weighted average interest rate was 5.39%. At September 30, 2023,three months ended March 31, 2024, there were no ~~outstanding borrowings~~drawings under the Credit Facility or the Term Loan Facility, and no ~~outstanding~~ commercial paper issuances.

We may issue commercial paper to fund our day-to-day liquidity when needed. However, disruptions in the credit markets may lead to periods of illiquidity in the commercial paper market and higher credit spreads. To mitigate any disruption in the credit markets and to fund our liquidity, we may borrow under the Credit Facility, Term Loan Facility or the uncommitted credit lines or access the capital markets if favorable conditions exist. We will continue to monitor closely our liquidity and conditions in the credit markets. We cannot predict with any certainty the impact on us of any disruptions in the credit markets. In such circumstances, we may need to obtain additional financing to fund our day-to-day working capital requirements. Such additional financing may not be available on favorable terms, or at all.

Credit Risk

We provide advertising, marketing and 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 3.0% of revenue for the twelve months ended ~~September 30, 2023.~~March 31, 2024. However, during periods of economic downturn, the credit profiles of our clients could change.

In the normal course of business, our agencies enter into contractual commitments with media providers and production companies on behalf of our clients at levels that can substantially exceed the revenue from our services. These commitments are included in accounts payable when the services are delivered by the media providers or production companies. If permitted by local law and the client agreement, many of our agencies purchase media and production services for our clients as an agent for a disclosed principal. In addition, while operating practices vary by country, media type and media vendor, in the United States and certain foreign markets, many of our agencies’ contracts with media and production providers specify that our agencies are not

liable to the media and production providers under the theory of sequential liability until and to the extent we have been paid by our client for the media or production services.

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

~~In addition, our~~While we use various methods ~~of managing~~to manage the risk of payment default, including obtaining credit insurance, requiring payment in advance, mitigating the potential loss in the marketplace or negotiating with media providers, these may be insufficient, less available, or unavailable during a severe economic downturn.

CRITICAL ACCOUNTING ESTIMATES

For a more complete understanding of our accounting estimates and policies, the unaudited consolidated financial statements and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, readers are encouraged to consider this information together with our discussion of our critical accounting policies under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our ~~2022 Annual Report on Form 10-K.~~202310-K.

~~Acquisitions and Goodwill~~

We have made and expect to continue to make selective acquisitions. The evaluation of potential acquisitions is based on various factors, including specialized know-how, reputation, geographic coverage, competitive position and service offerings of the target businesses, as well as our experience and judgment.

Our acquisition strategy is focused on acquiring the expertise of an assembled workforce in order to continue to build upon the core capabilities of our various strategic business platforms and agency brands through the expansion of their geographic reach or their service capabilities to better serve our clients. Additional key factors we consider include the competitive position and specialized know-how of the acquisition targets. Accordingly, as is typical in most service businesses, a substantial portion of the assets we acquire are intangible assets primarily consisting of the know-how of the personnel, which is treated as part of goodwill and is not required to be valued separately under U.S. GAAP. For each acquisition, we undertake a detailed review to identify other intangible assets that are required to be valued separately. A significant portion of the identifiable intangible assets acquired is derived from customer relationships, including the related customer contracts, as well as trade names. In valuing these identified intangible assets, we typically use an income approach and consider comparable market participant measurements.

In 2023, to better align with our internal financial processes, the date of our annual impairment test was changed from June 30 to May 1. We will continue to evaluate goodwill for impairment at least annually at May 1 each year and whenever events or circumstances indicate the carrying value may not be recoverable. Under FASB ASC Topic 350, ~~Intangibles - Goodwill and Other~~, we have the option of either assessing qualitative factors to determine whether it is more-likely-than-not that the carrying value of our reporting units exceeds their respective fair value (Step 0) or proceeding directly to the quantitative goodwill impairment test. While there were no trigger events that required us to perform a quantitative test, we performed the annual quantitative impairment test and compared the fair value of each of our reporting units to its respective carrying value, including goodwill. We identified our regional reporting units as components of our operating segments, which are our six global agency networks. The regional reporting units of each agency network are responsible for the agencies in their region. They report to the segment managers and facilitate the administrative and logistical requirements of our key client matrix organization structure for delivering services to clients in their regions. We have concluded that for each of our operating segments, their regional reporting units have similar economic characteristics and should be aggregated for purposes of testing goodwill for impairment at the operating segment level. Our conclusion was based on a detailed analysis of the aggregation criteria set forth in FASB ASC Topic 280, ~~Segment Reporting~~, and in FASB ASC Topic 350. Consistent with our fundamental business strategy, the agencies within our regional reporting units serve similar clients in similar industries, and in many cases the same clients. In addition, the agencies within our regional reporting units have similar economic characteristics, and the employees share similar skill sets. The main economic components of each agency are employee compensation and related costs, and direct service costs and occupancy and other costs, which include rent and occupancy costs, technology costs that are generally limited to personal computers, servers and off-the-shelf software and other overhead expenses. Finally, the expected benefits of our acquisitions are typically shared by multiple agencies in various regions as they work together to integrate the acquired agency into our virtual client network strategy.

~~Goodwill Impairment Review - Estimates and Assumptions~~

We use the following valuation methodologies to determine the fair value of our reporting units: (1) the income approach, which utilizes discounted expected future cash flows, (2) comparative market participant multiples for EBITDA (earnings before interest, taxes, depreciation and amortization) and (3) when available, consideration of recent and similar acquisition transactions.

In applying the income approach, we use estimates to derive the discounted expected cash flows (“DCF”) for each reporting unit that serves as the basis of our valuation. These estimates and assumptions include revenue growth and operating margin, EBITDA, tax rates, capital expenditures, weighted average cost of capital and related discount rates and expected long-term cash flow growth rates. All of these estimates and assumptions are affected by conditions specific to our businesses, economic conditions related to the industry we operate in, as well as conditions in the global economy. The assumptions that have the most

significant effect on our valuations derived using a DCF methodology are: (1) the expected long-term growth rate of our reporting units' cash flows and (2) the weighted average cost of capital (“WACC”) for each reporting unit.

~~The long-term growth rate and WACC assumptions used in our evaluations:~~
May 1, 2023 June 30, 2022
Long-Term Growth Rate 3.5% 3.5%
WACC 11% - 11.4% 11.1% - 12%

~~Long~~-term growth rate represents our estimate of the long-term growth rate for our industry and the geographic markets we operate in. For the past ten years, the average historical revenue growth rate of our reporting units and the Average Nominal GDP, or NGDP, growth of the countries comprising the major markets that account for substantially all of our revenue was approximately 3.5% and 4.4%, respectively. We considered this history when determining the long-term growth rates used in our annual impairment test at May 1, 2023. Included in the 10-year history is the full year 2020 that reflected the negative impact of the COVID-19 pandemic on the global economy and our revenue. We believe marketing expenditures over the long term have a high correlation to NGDP. Based on our past performance, we also believe that our growth rate can exceed NGDP growth in the short-term, notwithstanding the current inflationary environment, in the markets we operate in, which are similar across our reporting units. Accordingly, for our annual test as of May 1, 2023, we used an estimated long-term growth rate of 3.5%.

When performing the annual impairment test as of May 1, 2023 and estimating the future cash flows of our reporting units, we considered the current macroeconomic environment, as well as industry and market specific conditions in 2023. In the first half of 2023, our organic revenue increase was 4.3%, which excluded our net disposition activity and the impact from changes in foreign exchange rates.

The WACC is comprised of: (1) a risk-free rate of return, (2) a business risk index ascribed to us and to companies in our industry comparable to our reporting units based on a market derived variable that measures the volatility of the share price of equity securities relative to the volatility of the overall equity market, (3) an equity risk premium that is based on the rate of return on equity of publicly traded companies with business characteristics comparable to our reporting units, and (4) a current after-tax market rate of return on debt of companies with business characteristics similar to our reporting units, each weighted by the relative market value percentages of our equity and debt.

Our six reporting units vary in size with respect to revenue and the amount of debt allocated to them. These differences drive variations in fair value among our reporting units. In addition, these differences as well as differences in book value, including goodwill, cause variations in the amount by which fair value exceeds book value among the reporting units. The goodwill balances and debt vary by reporting unit primarily because our three legacy agency networks were acquired at the formation of Omnicom and were accounted for as a pooling of interests that did not result in any additional debt or goodwill being recorded. The remaining three agency networks were built through a combination of internal growth and acquisitions that were accounted for using the acquisition method and as a result, they have a relatively higher amount of goodwill and debt. Finally, the allocation of goodwill when components are transferred between reporting units is based on relative fair value at the time of transfer.

~~Goodwill Impairment Review - Conclusion~~

Based on the results of our impairment test, we concluded that our goodwill as of May 1, 2023 was not impaired, because the fair value of each of our reporting units was in excess of its respective net book value. For our reporting units with negative book value, we concluded that the fair value of their total assets was in excess of book value. The minimum decline in fair value that one of our reporting units would need to experience in order to fail the goodwill impairment test was approximately 53%. Notwithstanding our belief that the assumptions we used for WACC and long-term growth rate in our impairment testing were reasonable, we performed a sensitivity analysis for each reporting unit. The results of this sensitivity analysis on our impairment test as of May 1, 2023 revealed that if the WACC increased by 1% and/or the long-term growth rate decreased by 1%, the fair value of each of our reporting units would continue to be in excess of its respective net book value and would pass the impairment test.

We will continue to perform our impairment test at May 1 each year unless events or circumstances trigger the need for an interim impairment test. The estimates used in our goodwill impairment test do not constitute forecasts or projections of future results of operations, but rather are estimates and assumptions based on historical results and assessments of macroeconomic factors affecting our reporting units as of the valuation date. We believe that our estimates and assumptions are reasonable, but they are subject to change from period to period. Actual results of operations and other factors will likely differ from the estimates used in our discounted cash flow valuation, and it is possible that differences could be significant. A change in the estimates we use could result in a decline in the estimated fair value of one or more of our reporting units from the amounts derived as of our latest valuation and could cause us to fail our goodwill impairment test if the estimated fair value for the reporting unit is less than the carrying value of the net assets of the reporting unit, including its goodwill. A large decline in estimated fair value of a reporting unit could result in a non-cash impairment charge and may have an adverse effect on our results of operations and financial condition.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We manage our exposure to foreign exchange rate risk and interest rate risk through various strategies, including the use of derivative financial instruments. We use forward foreign exchange contracts as economic hedges to manage the cash flow volatility arising from foreign exchange rate fluctuations. We use net investment hedges to manage the volatility of foreign exchange rates on the investment in our foreign subsidiaries. We do not use derivatives for trading or speculative purposes. Using derivatives exposes us to the credit risk that counterparties to the derivative contracts will fail to meet their contractual obligations. We manage

that risk through careful selection and ongoing evaluation of the counterparty financial institutions based on specific minimum credit standards and other factors. Our ~~2022~~2023 10-K provides a detailed discussion of the market risks affecting our operations. No material change has occurred in our market risks since the disclosure contained in our ~~2022~~2023 10-K. Note 14 to the unaudited consolidated financial statements provides a discussion of our foreign currency derivatives and cross currency swaps as of ~~September 30, 2023.~~March 31, 2024.

ITEM 4. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports we file with the SEC is recorded, processed, summarized and reported within applicable time periods. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is accumulated and communicated to management, including our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, as appropriate to allow timely decisions regarding required disclosure. Management, including our CEO and CFO, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of ~~September 30, 2023.~~March 31, 2024. Based on that evaluation, our CEO and CFO concluded that, as of ~~September 30, 2023,~~March 31, 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 Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2023~~March 31, 2024 are appropriate.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Management, with the participation of our CEO, CFO and our agencies, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, our CEO and CFO concluded that our internal control over financial reporting was effective as of ~~September 30, 2023.~~March 31, 2024. There have not been any changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

KPMG LLP, an independent registered public accounting firm that audited our consolidated financial statements included in our ~~2022~~2023 10-K, has issued an attestation report on Omnicom’s internal control over financial reporting as of December 31, ~~2022,~~2023, dated February ~~8, 2023.~~7, 2024.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in Item 1A in our ~~2022 10-K, except as described below.~~2023 10-K.

~~We are subject to risks related to our use of generative AI, a new and emerging technology, which is in the early stages of commercial use.~~

In the second quarter of 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, intellectual property protection, regulatory compliance, privacy concerns and data security, all of which could have a material adverse effect on our business, results of operations and financial position. As a result, we cannot predict future developments in AI and related impacts to our business and our industry. If we are unable to successfully adapt to new developments related to, and risks and challenges associated with AI, our business, results of operations and financial position could be negatively impacted.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds ~~and Issuer Purchases of Equity Securities~~

Common stock repurchases during the three months ended ~~September 30, 2023:~~March 31, 2024:
Period Total Number of
Shares Purchased Average Price Paid
Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number
of Shares that May
Yet Be Purchased Under the Plans or Programs
July 1 - July 31, 2023 251,213 $ 95.91 — —
August 1 - August 31, 2023 18,724 80.06 — —
September 1 - September 30, 2023 — — — —
269,937 $ 94.81 — —


Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
January 1 - January 31, 2024	—			—	—
February 1 - February 29, 2024	—			—	—
March 1 - March 31, 2024	1,923,718	$	93.64	—	—
	1,923,718	$	93.64	—	—

During the three months ended ~~September 30, 2023,~~March 31, 2024, we purchased 1,923,032 shares of our common stock in the open market for general corporate purposes, and we withheld ~~269,937~~686 shares from employees to satisfy estimated statutory income tax obligations related to vesting of restricted stock awards. The value of the common stock withheld was based on the closing price of our common stock on the applicable vesting date. There were no unregistered sales of equity securities during the three months ended ~~September 30, 2023.~~March 31, 2024.

Item 5. Other Information

During the fiscal quarter ended ~~September 30, 2023,~~March 31, 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.

Item 6. Exhibits








4.1		B ase Indenture, dated as of March 6, 2024, among Omnicom Finance Holdings plc, as issuer, Omnicom Group Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (Exhibit 4.1 to our current report on Form 8-K (File No, 1-10551) dated March 6, 2024 and incorporated herein by reference).
4.2	First Supplemental Indenture, dated as of March 6, 2024, among Omnicom Finance Holdings plc, as issuer, Omnicom Group Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (Exhibit 4.2 to our current report on Form 8-K (File No, 1-10551) dated March 6, 2024 and incorporated herein by reference).
4.3	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).
10.1


	Delayed Draw Term Loan Agreement, dated as of January 3, 2024, among Omnicom Capital Inc., a Connecticut corporation, Omnicom Group Inc., a New York corporation, the initial lenders named therein, Citibank, N.A., BofA Securities, Inc., Barclays Bank PLC, BNP Paribas Securities Corp., Deutsche Bank Securities Inc., HSBC Securities (USA), Inc., JPMorgan Chase Bank, N.A., Mizuho Bank, Ltd., Société Générale, Sumitomo Mitsui Banking Corporation, TD Securities (USA), LLC, U.S. Bank National Association and Wells Fargo Securities, LLC, as lead arrangers and book managers, and Citibank, N.A., as administrative agent for the lenders (Exhibit 10.1 to our Current Report on Form 8-K (File No. 1-10551) dated January 5, 2024 and incorporated herein by reference).
31.1	Certification of the Chairman and Chief Executive Officer required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
31.2	Certification of the Executive Vice President and Chief Financial Officer required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
32	Certification of the Chairman and Chief Executive Officer and the Executive Vice President and Chief Financial Officer required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350.
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		OMNICOM GROUP INC.
Date:	~~October 18, 2023~~April 17, 2024	/s/ PHILIP J. ANGELASTRO
		Philip J. Angelastro Executive Vice President and Chief Financial Officer (Principal Financial Officer and Authorized Signatory)

3128


	May 1, 2023	June 30, 2022
Long-Term Growth Rate	3.5%	3.5%
WACC	11% - 11.4%	11.1% - 12%