10-K 0000029989-26-000006 (2026-02-20) vs 10-K 0000029989-25-000009 (2025-02-05)
| Section | Compared text | Words now | Changed |
|---|
| Risk Factors | Item 1A | 5,656 |
35.3% |
| MD&A | Item 7 | 14,122 |
30.6% |
| Legal Proceedings | Item 3 | 34 |
not compared |
| Accounting Policies | 10-K text, Note 2 – Significant Accounting Policies | 5,407 |
12.3% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
MD&A 275 words changed in this paragraph; it is 51% similar to last year's version.
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 These arrangements require each treasury center to have its own notional pool account and to maintain a positive 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. We may also use multi entity notional cash pooling arrangements with banks instead of treasury centers to manage our liquidity requirements. In these pooling arrangements, certain legal entities agree with a single bank that the cash balances of any of the entities with the bank will be subject to a full right of set-off against amounts other entities owe the bank, and the bank provides for overdrafts as long as the net balance for all entities does not exceed an agreed-upon level. To the extent that our treasury centers require liquidity, they can issue up to a total of $2 $3.0 billion of U.S. Dollar-denominated commercial paper, 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 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. These institutions generally have credit ratings better than or equal to 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.
Source: Item 7, 10-K 0000029989-26-000006 vs Item 7, 10-K 0000029989-25-000009
Accounting Policies 197 words changed in this paragraph; it is 48% similar to last year's version.
Derivative Financial Instruments. All derivative instruments, including certain derivative instruments embedded in other contracts, are recorded at fair value. Derivatives qualify for hedge accounting if: the hedging instrument is designated as a hedge, the hedged exposure is specifically identifiable and exposes us to risk, and a change in fair value of the derivative financial instrument and an opposite change in the fair value of the hedged exposure have a high degree of correlation. The method of assessing hedge effectiveness and measuring hedge ineffectiveness is formally documented. Hedge effectiveness is assessed, and hedge ineffectiveness is measured at least quarterly throughout the designated hedge period. Changes in the fair value of a fair value hedge are offset against the change in fair value of the hedged asset, liability or firm commitment through results of operations. Gains and losses on a terminated fair value hedge of our long-term debt are included in long-term debt and are amortized over the remaining term of the respective debt that was hedged. Changes in the fair value of a cash flow hedge are recognized in other comprehensive income until the hedged item is recognized in results of operations. Foreign currency hedges of the net investment in our foreign operations are recorded in accumulated other comprehensive income (loss), or AOCI. Any gain or loss will remain in AOCI until the complete or substantially complete liquidation of our investment in the underlying operation. We do not use derivatives for trading or speculative purposes. Using derivatives exposes us to the 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.
Source: 10-K text, Note 2 – Significant Accounting Policies, 10-K 0000029989-26-000006 vs 10-K text, Note 2 – Significant Accounting Policies, 10-K 0000029989-25-000009
Risk Factors 177 words changed in this paragraph; it is 65% similar to last year's version.
We continually evaluate the use of AI in our business processes, and in 2023, we entered into strategic partnerships with leading AI technology companies, enabling enhanced product and service capabilities in generative using AI. In recent years, We recently announced the new Omni platform that further enhances our product offerings using innovative AI tools and data analytic technologies. With the emergence of AI, the use of AI has come under increased scrutiny. This technology, which is a new and emerging technology in early stages of commercial use, presents These technologies present a number of risks inherent in its to their use, including ethical considerations, public perception and reputation concerns, intellectual property protection, intellectual property infringement or misappropriation, regulatory compliance and compliance, privacy and data security concerns, and risks related to AI algorithms and training methodologies that may be flawed, datasets or outputs that may be over-broad, insufficient or contain biased, misleading or inaccurate information, harmful content, or defamation, as well as concerns about accuracy, health and safety, all of which could have a material adverse effect on our business, results of operations and financial condition. Evolving rules, regulations and industry standards governing AI may require us to spend significantly to modify, maintain, or align our business practices, solutions and services, the nature of which cannot be determined at this time and may be inconsistent from region to region. There is increasing divergence globally among AI regulations, which will require us to navigate different obligations in different geographies. Further, new laws, guidance and decisions in this area may limit our ability to use AI and related technologies or decrease its usefulness. their usefulness to our businesses. As a result, we cannot predict future developments in AI and related impacts to our business and our industry. If we fail to increase our capabilities in generative AI, or if we are unable to successfully adapt to new developments related to the risks and challenges associated with AI, demand for our services could be reduced, and our business, results of operations and financial condition could be negatively impacted.
Source: Item 1A, 10-K 0000029989-26-000006 vs Item 1A, 10-K 0000029989-25-000009
Every change, by type
Sentences and paragraphs of OMC's Risk Factors and MD&A, 10-K 2026-02-20 against 10-K 2025-02-05.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
Failure to adapt to technological developments, including emerging technologies such as generative AI and agentic AI, could adversely affect our competitive position, reputation, client relationships, results of operations and financial condition.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedRisk Factors
Our industry is highly competitive and subject to rapid technological change. Our ability to remain competitive depends in part on our ability to anticipate, develop, acquire and integrate new technologies, platforms and capabilities, including data-driven solutions, automation, generative AI and agentic AI. These technologies may require significant and ongoing investment, involve long development cycles and uncertain returns, and may not be accepted by clients or generate expected benefits.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedRisk Factors
If we fail to keep pace with technological developments, or if competitors or new market entrants adopt new technologies more quickly or effectively, or if our clients develop their own AI-related capabilities, our services could become less attractive to clients, our competitive position could be harmed, and our revenues and profitability could decline. In addition, the use of emerging technologies presents risks related to intellectual property, ethics, data privacy, cybersecurity and regulatory compliance. Any failure to address these risks effectively could adversely affect our reputation, client relationships, business results of operations and financial condition.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedRisk Factors
Our liquidity, long-term financing needs, credit rating and access to capital markets is dependent on our agencies, operating cash flow.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedRisk Factors
Our agencies’ operating cash flows have a significant impact on our liquidity and access to short-term and long-term financing in the capital markets. We maintain a committed, unsecured multi-currency revolving credit facility, which also provides us with the ability to issue commercial paper, and to manage and support our operating liquidity in the short term. In addition, we issue senior long-term notes in the capital markets. If our agencies’ operating cash flow significantly declines or any of these sources were unavailable to us or insufficient, our liquidity and ability to refinance our long-term debt could be impeded. We could be required to restructure our debt, sell assets or take other actions, and our business, results of operations and financial condition would be adversely affected. In addition, our credit rating, which is also dependent on our agencies operating cash flows among other factors, has a direct effect on our ability to obtain bank financing and access the capital markets. A downgrade to our credit rating, for any reason, could increase our borrowing costs, reduce our capacity to borrow, or impede our ability to access the capital markets, and our results of operations and financial condition would be adversely affected. See Part II for further discussion of our liquidity and capital resources.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedRisk Factors
Regulators and legislators in the European Union, the United Kingdom, and the United States have increasingly focused on the use of online tracking technologies and the sharing of personal information with third parties for targeted or behavioral advertising. This has resulted in new or updated requirements under the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and other U.S. state privacy laws. If these laws or regulations are adopted, interpreted, or enforced in a manner that restricts our current practices, or if private market participants impose limitations on tracking technologies in response to privacy concerns, our digital services could become less effective, more costly to deliver, or subject to additional legal and operational constraints.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedRisk Factors
Changes in tax rates, tax laws, regulations or interpretations, or adverse outcomes of tax audits or proceedings could materially adversely affect our effective tax rate, results of operations, financial condition and cash flows.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedRisk Factors
We operate in numerous jurisdictions and are subject to a complex and evolving global tax environment. The determination of our tax liabilities requires significant judgment, including with respect to the application of tax laws, transfer pricing arrangements, valuation of deferred tax assets and liabilities, and the interpretation of new or existing tax regulations. Tax authorities may
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedRisk Factors
challenge our positions, and adverse outcomes from audits, investigations or litigation could result in additional tax liabilities, penalties or interest that differ materially from amounts previously recorded.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedRisk Factors
Our effective tax rate and cash flows could also be adversely affected by changes in tax laws or policies, including changes to statutory tax rates, digital services taxes, the interpretation or enforcement of existing laws, or the adoption or modification of global minimum tax regimes, such as the Global Anti-Base Erosion issued by the Organization for Economic Co-operation and Development. These developments could increase tax complexity and uncertainty and may require us to restructure operations or intercompany arrangements, potentially resulting in increased tax expense or reduced cash flows.
Read it in 10-K 2026-02-20 at sec.gov ↗
RemovedRisk Factors
The Merger may not be completed, and the Merger Agreement may be terminated in accordance with its terms.
Read it in 10-K 2025-02-05 at sec.gov ↗
RemovedRisk Factors
The Merger is subject to a number of conditions that must be satisfied or waived prior to the completion of the Merger, including, among others, the approval by our stockholders of our share issuance proposal, the approval by IPG stockholders of the proposal to adopt the Merger Agreement, the receipt of requisite regulatory approvals and the approval for listing on the New York Stock Exchange, or NYSE, of the shares of our common stock issuable to IPG stockholders pursuant to the Merger Agreement.
Read it in 10-K 2025-02-05 at sec.gov ↗
RemovedRisk Factors
These conditions to the completion of the Merger may not be satisfied or waived in a timely manner or at all, and, accordingly, the Merger may be delayed or may not be completed. In addition, if the Merger is not completed by December 8, 2025, which date may be extended to June 8, 2026 in certain circumstances, either we or IPG may choose not to proceed with the Merger by terminating the Merger Agreement, and the parties can mutually decide to terminate the Merger Agreement at any time, before or after stockholder approval. In addition, we and IPG may elect to terminate the Merger in certain other circumstances as set forth in the Merger Agreement. If the Merger Agreement is terminated under specified circumstances, Omnicom would be required to pay IPG a termination fee of $676 million. Additionally, if the Merger Agreement is terminated in circumstances where the Omnicom shareholders have not approved our share issuance proposal, then Omnicom has agreed to reimburse IPG’s expenses up to $25 million.
Read it in 10-K 2025-02-05 at sec.gov ↗
RemovedRisk Factors
Failure to complete the Merger could negatively impact the price of shares of our common stock, as well as our business and results of operations.
Read it in 10-K 2025-02-05 at sec.gov ↗
RemovedRisk Factors
If the Merger is not completed for any reason, our business and results of operations may be adversely affected and, without realizing any of the benefits of having completed the Merger, we would be subject to a number of risks, including:
Read it in 10-K 2025-02-05 at sec.gov ↗
RemovedRisk Factors
•we may experience negative reactions from the financial markets, including negative impacts on the market price of our common stock;
Read it in 10-K 2025-02-05 at sec.gov ↗
RemovedRisk Factors
•we may experience negative reactions from clients, vendors, joint venture participants and other third parties with whom we do business, which in turn could affect our business operations or our ability to compete for new business or obtain renewals in the marketplace more broadly;
Read it in 10-K 2025-02-05 at sec.gov ↗
RemovedRisk Factors
•we will still be required to pay certain significant costs relating to the Merger, such as legal, accounting, financial advisor and printing fees; and
Read it in 10-K 2025-02-05 at sec.gov ↗
RemovedRisk Factors
•we will have expended time and resources that could otherwise have been spent on our existing business and the pursuit of other opportunities that could have been beneficial to us, and our ongoing business and results of operations may be adversely affected.
Read it in 10-K 2025-02-05 at sec.gov ↗
RemovedRisk Factors
If the Merger Agreement is terminated under specified circumstances, we may be required to pay IPG a termination fee or other termination‑related payment as discussed above.
Read it in 10-K 2025-02-05 at sec.gov ↗
RemovedRisk Factors
Our and IPG’s business relationships may be subject to disruption due to uncertainty associated with the Merger, which could have a material effect on our business, results of operations, financial condition and cash flows or those of the combined company following the Merger.
Read it in 10-K 2025-02-05 at sec.gov ↗
RemovedRisk Factors
Parties with whom we or IPG do business may experience uncertainty associated with the Merger, including with respect to current or future business relationships with us or IPG following the Merger. Our and IPG’s business relationships may be subject to disruption as clients, vendors, landlords, joint venture participants and other third parties with whom we or IPG do business may attempt to delay or defer entering into new business relationships, negotiate changes in existing business relationships or consider entering into business relationships with parties other than us or IPG. These disruptions could have a material and adverse effect on our and IPG’s business, results of operations, financial condition and cash flows, regardless of whether the Merger is completed, as well as a material and adverse effect on the combined company’s ability to realize the expected cost savings, operating synergies and other benefits of the Merger. The risk, and adverse effects, of any disruption could be exacerbated by a delay in completion of the Merger or termination of the Merger Agreement.
Read it in 10-K 2025-02-05 at sec.gov ↗
RewordedRisk Factors
This technology, which is a new and emerging technology in early stages of commercial use, presents These technologies present a number of risks inherent in its to their use, including ethical considerations, public perception and reputation concerns, intellectual property protection, intellectual property infringement or misappropriation, regulatory compliance and compliance, privacy and data security concerns, and risks related to AI algorithms and training methodologies that may be flawed, datasets or outputs that may be over-broad, insufficient or contain biased, misleading or inaccurate information, harmful content, or defamation, as well as concerns about accuracy, health and safety, all of which could have a material adverse effect on our business, results of operations and financial condition.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
Any failure actual or perceived failure by us, us or the third parties on which we depend, rely to comply with applicable privacy and data privacy laws, rules, regulations, industry standards and other protection requirements could result in legal claims regulatory investigations or proceedings (such as enforcement actions, litigation (including class actions), regulatory investigations and enforcement actions, fines and penalties, negative reputational impacts harm, and future increased compliance costs, which could materially and adversely affect our business, results of operations and financial condition. costs.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
It is possible that the continued integration process could result in the loss of our or IPG’s key employees, the loss of clients, service providers, vendors or other business counterparties, the disruption of either company’s or both companies’ ongoing our businesses, inconsistencies in standards, controls, procedures and policies, potential unknown liabilities and unforeseen expenses, delays, or regulatory conditions delays associated with and following completion of the Merger; or higher‑than‑expected integration costs and an overall post‑completion integration process that takes longer than originally anticipated. Merger.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
If relationships with clients, service providers, vendors, joint venture participants and other business counterparties are adversely affected by the Merger, or if the combined company, following the Merger, loses we lose the benefits of existing contracts due to conflicts that may arise in connection with the contracts of Omnicom Merger or IPG, the other factors discussed above, our business, results of operations, financial condition and cash flows of the combined company could be adversely affected.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
In addition, at times times, the attention of certain members of either company’s or both companies’ our management and our resources may be focused on completion of the Merger and the integration of the businesses of the two companies and may reduce their companies, reducing availability for day‑to‑day business operations or other opportunities that may be beneficial, which may disrupt each company’s our ongoing operations and the operations of the combined company. operations.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
Our and IPG’s current and prospective employees may experience uncertainty about their roles within the combined company following the Merger or other concerns regarding the timing and completion of the Merger or the operations of the combined company following the Merger, any of which may have an adverse effect on our and IPG’s ability to retain or attract key management and other key personnel.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
Any of the foregoing Such outcomes could also affect our business and reduce demand for certain of our services, which could have a material adverse effect on services and materially adversely affect our business, results of operations operations, and financial condition.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
Following the Merger, the size and complexity of the combined company will increase significantly compared to the separate businesses of each of Omnicom and IPG. our Company has increased significantly.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
GAAP or GAAP, we have recorded a significant amount of goodwill related to our acquisitions; acquisitions including goodwill recorded in connection with the Merger, see Notes 5 and 6 to the consolidated financial statements; a substantial portion of which represents the intangible specialized know-how of the acquired workforce.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
Key competitive considerations for retaining existing clients and winning new clients include our ability to develop solutions that meet client needs in a rapidly changing environment, the quality and effectiveness of our services and our ability to serve clients efficiently, particularly large multinational clients, on a broad geographic basis.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
Uncertainties associated with the Merger may cause a loss of our and IPG’s management personnel and other key employees, which could adversely affect the business our business, results of operations and operations of the combined company following the Merger. financial condition.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
If we are unable to attract and retain key personnel, our ability to provide our services in the manner clients have come to expect may be adversely affected, which could harm our reputation and result in a loss of clients, which could have a material adverse effect on our business, results of operations and financial condition. clients.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
On the Closing Date, Omnicom completed its Merger with IPG. As previously reported, on December 8, 2024, Omnicom entered into the Merger Agreement with IPG and EXT Subsidiary Inc., a Delaware corporation and a direct wholly owned subsidiary of Omnicom (the “Merger Sub”). On the Closing Date, pursuant to the terms and conditions of the Merger Agreement, Merger Sub merged with and into IPG, with IPG continuing as the surviving corporation and a direct wholly owned subsidiary of Omnicom. Upon the Merger, each outstanding share of IPG common stock (other than certain excluded shares) converted into the right to receive 0.344 shares of Omnicom common stock and cash in lieu of fractional shares. Following the closing of the Merger, legacy Omnicom shareholders owned approximately 60.6% of the combined company and legacy IPG shareholders owned approximately 39.4%, on a fully diluted basis (see Note 5 to the consolidated financial statements).
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
Omnicom’s common stock continues to trade on the New York Stock Exchange , or NYSE, under the symbol “OMC,” and IPG’s common stock has ceased trading. The Merger qualified as a tax-free reorganization for U.S. federal income tax purposes, and the combined company operates under the Omnicom name with headquarters in New York, New York. Omnicom is the acquirer of IPG under U.S. GAAP, and as a result, the consolidated financial statements of Omnicom for periods prior to the Closing Date do not include the results of operations, financial position, or cash flows of IPG. The results of operations of IPG are included in Omnicom’s consolidated financial statements only from the Closing Date forward. Accordingly, Omnicom’s results of operations, financial condition and cash flows after the Closing Date are not comparable to prior periods due to the inclusion of IPG’s results from the Closing Date (see Note 5 to the consolidated financial statements).
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
In connection with the Merger, Omnicom commenced offers to exchange all outstanding notes of certain series issued by IPG for up to $2.95 billion in aggregate principal amount of new notes issued by Omnicom. As a result of these exchange offers, which were completed on December 2, 2025, approximately 94% of IPG's outstanding senior notes were exchanged for $2.76 billion in aggregate principal amount of new notes issued by Omnicom. The remaining approximately 6% of IPG's senior notes that were not tendered for exchange by holders remain outstanding obligations of IPG, a wholly owned subsidiary of Omnicom (see Note 7 to the consolidated financial statements).
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
Omnicom is a strategic holding company that operates through global networks, connected capabilities and specialized agencies, which connect its comprehensive portfolio of companies to deliver marketing, sales, communications, and commerce services to many of the largest global companies. Our products and service offerings support client objectives across our primary focus areas: media, content, commerce, generative AI, and branding communications.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
Omnicom’s agencies integrate data, creativity, and technology to deliver coordinated marketing, communications, and commerce solutions. All of our agencies are supported by our integrated technology platform: Omni- including Acxiom and Interact, which were acquired from IPG and Flywheel Commerce Cloud, as well as privacy-focused identity and data management capabilities. These capabilities include the integration of emerging AI-based tools, such as generative AI, into planning, creative advertising, media, and analytics workflows.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
Omnicom client teams collaborate and accelerate client-service innovation through two integral enterprise-wide solutions: the Global Growth Team (GGT) and our Client Success Leaders (CSLs). GGT ensures an integrated, enterprise-level view of client needs and innovative solutions across new business development. CSLs manage our agency’s capabilities, providing holistic, tailored solutions across our service lines for individual client strategies and key performance indicators (KPIs) to enable client success.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
Our global networks include: Omnicom Advertising (OA), Omnicom Media (OM), the DAS Group of Companies (DAS), and the Communications Consultancy Network (CCN). OA includes our creative brands, BBDO, TBWA, and McCann, which we acquired from IPG, and the brands included within the Advertising Collective. OM includes OMD, PHD, Hearts & Sciences, as well as UM, Acxiom, Initiative and Mediahub, which we acquired from IPG. DAS includes Omnicom Precision Marketing and MRM, which we acquired from IPG and Omnicom Health, which includes IPG Health. CCN includes FleishmanHillard and Ketchum, as well as Golin and Weber Shandwick, which we acquired from IPG.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
We believe generative AI and agentic AI have, and will continue to have, a significant impact on how we provide services to our clients and how we enhance the productivity of our people. As the marketing industry adjusts to the evolving AI landscape, we seek to leverage these technologies to better serve our clients and maintain our competitive advantage. In January 2026, we unveiled our next generation of Omni, our proprietary marketing intelligence platform. Omni integrates our connected capabilities, high-quality and comprehensive identity and data infrastructure, and cutting-edge AI into a single operating system that we believe will give clients a unified foundation to connect strategy, execution, and performance across their entire marketing ecosystem.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
Given our size and breadth, we monitor several financial indicators. The KPIs that we focus on are revenue growth and variability of operating expenses.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
•Constant currency growth represents the change in revenue from the prior year, excluding the effects of foreign currency exchange rate fluctuations. This measure is calculated by adjusting current-period revenue to eliminate the impact of changes in foreign exchange rates and comparing the resulting amount to prior-year revenue.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
Brazilian Real against the U.S. Dollar, partially offset by the strengthening of the British Pound, Colombian Peso and Euro against the U.S. Dollar.
Read it in 10-K 2026-02-20 at sec.gov ↗
RemovedMD&A
On December 8, 2024, we entered into the Merger Agreement with IPG. Upon closing, each share of IPG common stock will be exchanged for 0.344 shares of Omnicom common stock. The closing of the Merger is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals and approval by Omnicom stockholders and IPG stockholders. If completed, the Merger is expected to have a material impact on our business, results of operations and financial condition. For additional information, see Item 1, “Business - Agreement to Acquire IPG.”
Read it in 10-K 2025-02-05 at sec.gov ↗
RemovedMD&A
We are a strategic holding company providing data-inspired, creative marketing and sales solutions to many of the largest global companies. Our portfolio of companies includes our global networks, BBDO, DDB, TBWA, Omnicom Media Group, the DAS Group of Companies, and the Communications Consultancy Network. All of our global networks integrate their service offerings with the Omnicom branded practice areas, including Omnicom Health Group, Omnicom Precision Marketing Group, Omnicom Commerce Group, Omnicom Advertising Collective, Omnicom Public Relations Group, Omnicom Brand Consulting Group, Flywheel Digital and Omnicom Production, a practice area that brings together Omnicom’s global production capabilities, as well as our Experiential businesses and Execution & Support businesses, which includes Omnicom Specialty Marketing Group. In August 2024, we announced the formation of Omnicom Advertising Group, or OAG, a new global organization that aligns the world-class creative networks BBDO, DDB and TBWA, as well as leading agencies within the Omnicom Advertising Collective. OAG began operations in January 2025. In January 2024, we acquired Flywheel Digital, the digital commerce business of Ascential plc, for a net cash purchase price of approximately $845 million.
Read it in 10-K 2025-02-05 at sec.gov ↗
RemovedMD&A
acquisitions in the second half of 2023 in our Public Relations discipline, partially offset by dispositions in the Execution & Support discipline in the first half of 2023.
Read it in 10-K 2025-02-05 at sec.gov ↗
RemovedMD&A
•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.
Read it in 10-K 2025-02-05 at sec.gov ↗
RemovedMD&A
•Organic growth is calculated by subtracting the foreign exchange rate impact, and the acquisition revenue, net of disposition revenue components from total revenue growth.
Read it in 10-K 2025-02-05 at sec.gov ↗
RemovedMD&A
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.
Read it in 10-K 2025-02-05 at sec.gov ↗
RemovedMD&A
Chinese Renminbi, partially offset by the Euro and British Pound, which strengthened against the U.S. Dollar compared to the prior year. The negative impact on revenue from acquisitions, net of dispositions, year-over-year was primarily due to dispositions in the Execution & Support discipline in the first and second quarters of 2023, including the sale of our research businesses, as well as the disposition of our businesses in Russia in the first quarter of 2022, partially offset by acquisitions in our Media & Advertising and Public Relations disciplines in 2023.
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RemovedMD&A
Occupancy and other costs for 2023, increased slightly by $0.2 million year-over-year. Lower rent expense was partially offset by an increase in office and other related costs in the year. 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 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. Substantially all of the operating lease payments related to the ROU assets will be paid out through December 31, 2026 (see Note 13 to the consolidated financial statements).
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RemovedMD&A
Our effective tax rate for 2023 decreased year-over-year to 26.3% from 28.1%. The higher effective tax rate for 2022 was predominantly the result of the non-deductibility of the $113.4 million charge recorded in the first quarter of 2022, arising from the effects of the war in Ukraine.
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RemovedMD&A
Numerous foreign jurisdictions have enacted or are in the process of enacting legislation to adopt a minimum effective tax rate described in the Global Anti-Base Erosion, or Pillar Two, model rules issued by the Organization for Economic Co-operation and Development. A minimum effective tax rate of 15% would apply to multinational companies with consolidated revenue above €750 million.
Read it in 10-K 2025-02-05 at sec.gov ↗
RemovedMD&A
Under the Pillar Two rules, a company would be required to determine a combined effective tax rate for all entities located in a jurisdiction. If the jurisdictional effective tax rate determined under the Pillar Two is less than 15%, a top-up tax will be due to bring the jurisdictional effective tax rate up to 15%. We are continuing to monitor the pending implementation of Pillar Two by individual countries and the potential effects of Pillar Two on our business. The provisions effective in 2024 did not have a materially adverse impact on our results of operations, financial condition or cash flows.
Read it in 10-K 2025-02-05 at sec.gov ↗
RemovedMD&A
Acquisition payments, including payment of contingent purchase price obligations and acquisition of additional noncontrolling interests (998.1)
Read it in 10-K 2025-02-05 at sec.gov ↗
RewordedMD&A
For 2024, 2025, the net impact effects of the severance, real estate repositioning costs, contract cancellations and other repositioning costs, primarily and loss on dispositions of certain businesses in connection with the Merger, as well as costs related to severance, recorded efficiency initiatives taken in the second quarter of 2024 2025, primarily within Omnicom Advertising and Omnicom Production (see Note Notes 13 and 14 to the consolidated financial statements) and acquisition transaction costs, recorded in the fourth quarter of 2024 reduced net income - Omnicom Group Inc. by $56.0 $1,750.5 million and diluted net income per share - Omnicom Group Inc. by $0.28. $8.50.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedMD&A
The net effect of the primarily severance, real estate repositioning, contract cancellations and other repositioning costs, and loss on planned dispositions of certain businesses in connection with the gain on disposition Merger, as well as costs incurred in connection with efficiency initiatives taken in the second quarter of subsidiaries 2025, primarily within Omnicom Advertising and Omnicom Production (see Notes 13 and 14 to the consolidated financial statements) and acquisition costs, reduced both operating income and EBITA by $127.2 $2,141.4 million, and reduced both operating margin by 12.4% and EBITA margin by 0.9% in 2023. 12.4%.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedMD&A
Worldwide organic The year-over-year increase in worldwide revenue reflected worldwide constant currency growth (defined below) increased revenue $768.7 of $1,458.2 million, or 5.2%, reflecting 9.3%, which was driven primarily by increased client spending in our Media & Advertising, Precision Marketing, Experiential and Public Relations Healthcare disciplines and in substantially all of our major geographic markets compared to the prior year. markets, and a favorable impact from foreign exchange rates of $124.6 million, or 0.8%.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedMD&A
The effective tax rate for 2023 2024 includes an increase of approximately $10.7 million in income tax expense related to a lower tax benefit in certain jurisdictions for the real estate and other repositioning costs in the period and an increase in the U.K. statutory tax rate, partially offset by approximately $10.0 $7.5 million of favorable impacts from the resolution of certain non-U.S. tax positions.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedMD&A
Organic revenue In the U.K., constant currency growth of 3.6% year-over-year in the U.K. was 2.7%, with growth led by our media business business, in our Media & Advertising discipline discipline, and in our Experiential and Execution & Support disciples, discipline, partially offset by negative performance underperformance in our Precision Marketing, Branding & Retail Commerce, and Public Relations other disciplines.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedMD&A
In Europe, organic revenue constant currency growth in 2024 2025 of $196.2 million, or 4.4%, compared to the prior year was driven by strong performance in our Media & Advertising discipline, led by our media business, and in our Experiential and Execution & Support disciplines, partially offset by underperformance in our Precision Marketing, Branding & Retail Commerce and Public Relations disciplines. business.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedMD&A
In Europe, organic revenue constant currency growth in 2024 2025 of $196.2 million, or 4.4%, compared to the prior year was driven by strong performance in our Media & Advertising discipline, led by our media business, and in our Experiential and Execution & Support disciplines, partially offset by underperformance in our Precision Marketing, Branding & Retail Commerce and Public Relations disciplines. business.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedMD&A
Year Ended December 31, 2025 2024 2023 2022 Pharmaceuticals and Healthcare 16% 15% 16% 16% Food and Beverage 15% 15% 15% Auto 12% 12% 12% Consumer Products 9% 10% 8% 8% Technology 8% 8% 8% Financial Services 8% 7% 8% Retail 8% 6% 6% Technology 8% 8% 8% Travel and Entertainment 7% 7% 6% Retail 6% 6% 6% Telecommunications 7% Government 3% 4% 4% Government 4% 4% Telecommunications 3% 3% 4% Services 3% 3% 2% 3% Oil, Gas and Utilities 2% 2% 2% Not-for-Profit 1% 1% 1% Education 1% 1% 1% Other 5% 6% 5% 6% Total 100% 100% 100%
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedMD&A
Operating expenses in 2024 2025 increased $827.0 $3,412.7 million, or 6.6%, 25.4%, to $13,414.5 million from $12,587.5 $16,827.2 million, compared to the prior year, primarily as a result of organic growth and the acquisition of Flywheel in the first quarter of 2024 (see Note 5 repositioning charges related to the consolidated financial statements). Merger, as discussed above.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedMD&A
In Latin America, organic revenue constant currency growth in 2024 2025 of $127.2 million, or 29.3%, compared to the prior year, increased in all disciplines, was driven by a strong performance within the Media & Advertising discipline, led by Media & Advertising, our media business, and in across all countries in the region.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedMD&A
We believe EBITA is useful in evaluating the impact of amortization of acquired intangible assets and internally developed strategic platform assets on operating performance and allows for comparability between reporting periods, the The after-tax impact on diluted net income per share- Omnicom Group Inc. for 2025, 2024 and 2023 was $0.42, $0.32 and $0.23, respectively.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedMD&A
In Latin America, organic revenue constant currency growth in 2024 2025 of $127.2 million, or 29.3%, compared to the prior year, increased in all disciplines, was driven by a strong performance within the Media & Advertising discipline, led by Media & Advertising, our media business, and in across all countries in the region.
Read it in 10-K 2026-02-20 at sec.gov ↗
Quiet changesMD&A
The However, the weakening of most local currencies against the U.S.
Read it in 10-K 2026-02-20 at sec.gov ↗
Quiet changesMD&A
The However, the weakening of most local currencies against the U.S.
Read it in 10-K 2026-02-20 at sec.gov ↗
Quiet changesMD&A
This increase was substantially partially offset by the increase in cash from the net cash provided by operating activities of $1.7 $2.9 billion.
Read it in 10-K 2026-02-20 at sec.gov ↗
