OMNICOM REPORTS THIRD QUARTER 2026 RESULTS
October 22, 2026 - Omnicom (NYSE: OMC) today announced results for the quarter ended September 30, 2026.
"As we approach the one-year anniversary of the Interpublic acquisition, we continue to deliver the expected benefits of the combination. We’ve strengthened our competitive position and are on track to deliver $900 million in cost- reduction synergies in 2026 resulting in stronger organic revenue growth, operating margins, and earnings per share,” said John Wren, Chairman and Chief Executive Officer of Omnicom. “With our integration nearly complete and our portfolio of companies and operations streamlined, we’re focused on high-demand services and are well positioned to pursue future growth. We’ll continue investing in our people and agentic technology to drive measurable business outcomes for our clients."
Revenue from Core Operations in the third quarter of 2026 increased $407.4 million, or 7.3%, to $6.0 billion as compared to the third quarter of 2025, primarily due to organic growth of $400.8 million, or 7.2%, and an increase due to foreign currency translation of $3.4 million, or 0.1%. Revenue contribution by discipline as a percentage of revenue from Core Operations of $6.0 billion in the third quarter of 2026 was as follows: $3.2 billion, or 53.0%, for Integrated Media; $935.4 million, or 15.6%, for Advertising; $566.6 million, or 9.4%, for Health; $678.3 million, or 11.3%, for Public Relations; and $644.3 million, or 10.7%, for Experiential & Other. Revenue from dispositions and assets held for sale was $412.1 million. 280 Park Avenue, New York, NY 10017, www.omc.com Revenue contribution by region as a percentage of revenue from Core Operations of $6.0 billion in the third quarter of 2026 was as follows: $3.6 billion, or 60.2%, for the United States; $721.1 million, or 12.0%, for Euro Markets & Other Europe; $555.7 million, or 9.2%, for the United Kingdom; $573.1 million, or 9.6%, for Asia Pacific; $226.8 million, or 3.8%, for Latin America; $145.7 million, or 2.4%, for the Middle East & Africa; and $168.6 million, or 2.8%, for Other North America.
Adjusted EBITA from Core Operations in the third quarter of 2026 increased $191.1 million, or 21.1% , to $1.1 billion as compared to the third quarter of 2025, and the related margin increased to 18.2% from 16.2%, primarily due to cost reduction synergies and organic revenue growth. For the third quarters of 2026 and 2025, Adjusted EBITA excluded repositioning costs, primarily related to real estate and other exit charges in connection with the acquisition of The Interpublic Group of Companies, Inc. ("IPG") and integration and acquisition- related costs of $125.1 million ($76.8 million after tax) and $99.4 million ($79.2 million after tax), respectively. For the third quarter of 2026, Adjusted EBITA from Core Operations excluded a $106.8 million gain on the disposition of a subsidiary.
Core Operations: calculated from the consolidated revenue, adjusted operating income and adjusted EBITA of Omnicom, excluding results of businesses that have been disposed of up to the date of disposition in 2026 and businesses classified as held for sale. Amounts for 2025 are calculated on a combined basis for Omnicom and IPG.
Revenue in the third quarter of 2026 increased $2.4 billion to $6.4 billion as compared to the third quarter of 2025, primarily due to the acquisition of IPG, which closed on November 26, 2025, and constant currency revenue growth. Revenue in the third quarter of 2026 includes $412.1 million from dispositions and assets held for sale.
Operating expenses increased $1.9 billion to $5.4 billion in the third quarter of 2026 compared to the third quarter of 2025, primarily due to the acquisition of IPG. Included in operating expenses in the third quarter of 2026 are $40.4 million of integration and transaction costs related to the acquisition of IPG, $84.7 million of repositioning costs, primarily related to real estate and other exit charges, and a $106.8 million gain on the disposition of a subsidiary. Page 2 Salary and service costs increased $1.7 billion to $4.6 billion, primarily due to the IPG acquisition and constant currency revenue growth. These costs tend to fluctuate with changes in revenue and are comprised of salary and related costs, which include employee compensation and benefits costs, freelance labor, third- party service costs, and third-party incidental costs. Salary and related costs increased $1.1 billion to $2.9 billion, due to revenue growth and the acquisition of IPG. Third-party service costs increased $552.4 million to $1.5 billion, primarily due to growth in our Integrated Media discipline and the acquisition of IPG. Third-party incidental costs increased $24.3 million to $211.7 million, primarily due to revenue growth and the acquisition of IPG.
Occupancy and other costs, which are less directly linked to changes in revenue than salary and service costs, increased $176.6 million to $499.3 million, primarily due to the acquisition of IPG.
SG&A expenses increased $37.4 million to $200.9 million, primarily due to the acquisition of IPG. Included in SG&A expenses in the third quarter of 2026 are $40.4 million of integration and transaction costs related to the acquisition of IPG, compared to $60.8 million in the third quarter of 2025.
Operating income increased $461.6 million to $991.7 million in the third quarter of 2026 compared to the third quarter of 2025, primarily as a result of revenue growth and the IPG acquisition, partially offset by costs primarily related to the integration of IPG.
Net interest expense in the third quarter of 2026 increased $61.0 million to $104.2 million compared to the third quarter of 2025, primarily due to debt assumed as part of the IPG acquisition and the refinancing activities in the first quarter of 2026. Interest expense increased $72.4 million to $132.8 million. Interest income increased $11.4 million to $28.6 million.
Our effective tax rate for the third quarter of 2026 was 24.3% compared to 27.2% for the third quarter of 2025. The 2026 effective tax rate included the impacts of favorable settlements of uncertain tax positions. The effective tax rates for 2025 reflect the impact of the lower tax benefit associated with integration costs, severance, and repositioning charges related to the acquisition of IPG. Excluding these items, our Non-GAAP adjusted effective tax rate for the third quarter of 2026 was 25.0% compared to 26.0% for the third quarter of 2025.
Net Income - Omnicom Group Inc. for the third quarter of 2026 increased $314.7 million to $656.0 million compared to the third quarter of 2025. Weighted- average diluted shares outstanding for the third quarter of 2026 increased to 275.4 million from 194.9 million, primarily as a result of shares issued for the IPG acquisition, partially offset by net share repurchases, including shares purchased pursuant to the accelerated stock repurchase agreement. Diluted net income per share of $2.38 increased by $0.63 from $1.75 in the prior year period.
Non-GAAP Adjusted Net Income per Share - Diluted for the third quarter of 2026 increased $0.49, or 21.9%, to $2.73 from $2.24. Non-GAAP Adjusted Net Income per Share - Diluted for the third quarters of 2026 and 2025 excluded $88.9 million and $15.9 million, respectively, of after-tax amortization expense. Non-GAAP Adjusted Net Income per Share - Diluted for the third quarter of 2026 also excluded $13.3 million of after-tax integration and transaction costs, $63.5 million of after-tax severance and repositioning costs, and a $69.5 million after-tax gain on the disposition of a subsidiary. In 2025, Non-GAAP Adjusted Net Income per Share - Diluted excluded $50.8 million of costs related to the acquisition of IPG and $28.4 million of after-tax Page 3 severance and repositioning costs. We present Non-GAAP Adjusted Net Income per Share - Diluted to allow for comparability with the prior year period.
EBITA increased $560.2 million to $1,111.8 million in the third quarter of 2026 compared to the third quarter of 2025. Adjusted EBITA increased $479.1 million, or 73.6%, to $1,130.1 million in the third quarter of 2026 compared to the third quarter of 2025, and the related margin increased to 17.6% from 16.1%. EBITA and Adjusted EBITA excluded amortization expense of $120.1 million and $21.5 million in the third quarters of 2026 and 2025, respectively. Adjusted EBITA in the third quarter of 2026 also excluded $40.4 million of costs related to the integration of IPG, severance and repositioning costs of $84.7 million, and a $106.8 million gain on the disposition of a subsidiary. Adjusted EBITA in the third quarter of 2025 also excluded $60.8 million of costs related to the acquisition of IPG and $38.6 million of severance and repositioning costs.
Global economic conditions and disruptions, including geopolitical events, international hostilities, acts of terrorism, public health crises, inflation or stagflation, tariffs and other trade barriers, central bank interest rate policies in countries that comprise our major markets, labor and supply chain issues affecting the distribution of our clients’ products, or a disruption in the credit markets 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 and disruptions 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 and disruptions, reductions in client revenue, changes in client creditworthiness, and other developments.
We use certain terms in describing the components of the change in revenue above.
Core Operations: Revenue from Core Operations excludes businesses that have been disposed of or are classified as held for sale. Amounts for 2025 are calculated on a combined basis for Omnicom and IPG.
Organic growth : calculated by subtracting the foreign exchange rate impact and the acquisition revenue from total revenue growth, which is equal to the current period revenue from Core Operations minus the prior period revenue from Core Operations.
Foreign exchange rate impact on core operations: calculated by translating the current period’s local currency revenue using the prior period average exchange rates to derive current period constant currency revenue. The foreign exchange rate impact is the difference between the current period revenue in U.S. Dollars and the current period constant currency revenue.
Percentage change : Calculated by dividing the individual component amount by the prior period Core Operations revenue base.
Omnicom will host a conference call to review its financial results on October 22, 2026 starting at 4:30 p.m. Eastern Time. A live webcast of the call, along with the related slide presentation, will be available at Omnicom’s investor relations website, investor.omc.com, and a webcast replay will be made available after the call concludes.
Omnicom (NYSE: OMC) is the world’s leading marketing and sales company. Powered by Omni, its proprietary data and identity platform, Omnicom’s Connected Capabilities unite the company’s agency brands, talent, and domain expertise across media, commerce, consulting, precision marketing, advertising, production, health, public relations, branding, and experiential to address clients’ most critical growth priorities. For more information, visit www.omc.com .
Investors: Gregory Lundberg greg.lundberg@omc.com Media: Joanne Trout joanne.trout@omc.com
We present financial measures determined in accordance with generally accepted accounting principles in the United States (“GAAP”) and adjustments to the GAAP presentation (“Non-GAAP”), which we believe are meaningful for understanding our performance. We believe these measures are useful in evaluating the impact of certain items on operating performance and allow for comparability between reporting periods. We define EBITA as earnings before interest, taxes, and amortization, principally of acquired intangible assets and internally developed strategic platform assets, and EBITA margin is defined as EBITA divided by revenue. We use EBITA and EBITA margin as additional operating performance measures, which exclude the non-cash amortization expense principally from acquired intangible assets and internally developed strategic platform assets. We also use Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted EBITA, Adjusted EBITA Margin, Adjusted Income Tax Expense, Adjusted Net Income – Omnicom Group Inc., Adjusted Net Income per share – Omnicom Group Inc. - Diluted, and organic growth as additional operating performance measures. For 2025, we also used Combined Adjusted EBITA, which was calculated using the combined adjusted EBITA of Omnicom and IPG. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP. Non-GAAP financial measures as reported by us may not be comparable to similarly titled amounts reported by other companies.
Certain statements in this document contain forward-looking statements, including statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. In addition, from time to time, we or our 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 condition, or otherwise, based on current beliefs of management as well as assumptions made by, and information currently available to 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 of our 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:
• risks relating to the completed merger (the “Merger”) between us and IPG, including risks related to the integration of IPG’s business, such as, among others: uncertainties associated with retaining key management and other employees; potential disruptions to client, vendor, and business partner relationships; the risk that integration activities may be more time-consuming, complex, or costly than expected; the possibility that anticipated synergies, efficiencies, and other benefits of the Merger may not be realized, or may be realized more slowly than anticipated; and risks associated with managing a larger, more complex combined organization and effectively integrating systems, processes, operations, and cultures;
• adverse economic conditions, including geopolitical events, international hostilities, acts of terrorism, public health crises, inflation or stagflation, tariffs and other trade barriers, central bank interest rate policies in countries that comprise our major markets, labor and supply chain issues affecting the distribution of our clients’ products, or a disruption in the credit markets;
• international, national, or local economic conditions that could adversely affect us or our clients;
• reductions in client spending, a slowdown in client payments or a deterioration or disruption in the credit markets;
• the ability to attract new clients and retain existing clients in the manner anticipated;
• changes in client marketing and communications services requirements; Page 5 • failure to manage potential conflicts of interest between or among clients;
• unanticipated changes related to competitive factors in the marketing and communications services industries;
• reliance on information technology systems and risks related to cybersecurity incidents;
• effective management of the risks, challenges, and efficiencies presented by utilizing artificial intelligence, or AI, technologies and related partnerships in our business, and their use by our competitors;
• our liquidity, long-term financing needs, credit ratings, and access to capital markets;
• changes in legislation or governmental regulations affecting us or our clients;
• risks associated with assumptions we make in connection with our acquisitions, critical accounting estimates, and legal proceedings;
• our international operations, which are subject to the risks of currency repatriation restrictions, social or political conditions and an evolving regulatory environment in high-growth markets and developing countries;
• 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;
• changes in tax rates, tax laws, regulations or interpretations, or adverse outcomes of tax audits or proceedings; and
• other business, financial, operational and legal risks and uncertainties detailed from time to time in our filings with the Securities and Exchange Commission ("SEC").
The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that may affect our 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, in this document and in other documents filed from time to time with the SEC. Except as required under applicable law, we do not assume any obligation to update these forward-looking statements. Page 6
3) Adjusted Net Income per Share - Diluted for the three and nine months ended September 30, 2026 and 2025 excludes after-tax amortization expense principally from acquired intangible assets and internally developed strategic platform assets, after-tax severance and repositioning costs, after-tax (gain) loss on disposition of subsidiaries and after-tax integration and acquisition costs related to the acquisition of IPG. We believe these measures are useful in evaluating the impact of these items on operating performance and allow for comparability between reporting periods.
1) Third-party service costs include third-party supplier costs when we act as principal in providing services to our clients.
2) Third-party incidental costs primarily consist of client-related travel and incidental out-of-pocket costs, which we bill back to the client directly at our cost and which we are required to include in revenue.
The above table reconciles the Non-GAAP financial measures of EBITDA, EBITA, EBITA - Adjusted, EBITA Margin and EBITA Margin-Adjusted to the GAAP financial measure of Net Income-Omnicom Group Inc. We use EBITA and EBITA Margin as additional operating performance measures, which exclude the non-cash amortization expense principally from acquired intangible assets and internally developed strategic platform assets. Accordingly, we believe EBITDA, EBITA, EBITA Margin, EBITA - Adjusted, and EBITA Margin - Adjusted are useful measures for investors to evaluate the comparability of the performance of our business year to year. Page 9
The above table reconciles the Non-GAAP financial measures of EBITA, EBITA - Adjusted, EBITA Margin and EBITA Margin-Adjusted to the GAAP financial measure of Net Income-Omnicom Group Inc. We use EBITA and EBITA Margin as additional operating performance measures, which exclude the non-cash amortization expense principally from acquired intangible assets and internally developed strategic platform assets. Accordingly, we believe EBITA, EBITA Margin, EBITA - Adjusted, and EBITA Margin - Adjusted are useful measures for investors to evaluate the comparability of the performance of our business year to year. Page 10
1) See Note 3 on page 12. 2) Adjusted Net Income per Share - Diluted for the three and nine months ended September 30, 2026 excludes after-tax amortization expense principally from acquired intangible assets and internally developed strategic platform assets, after-tax severance and repositioning costs, after-tax loss on disposition of subsidiaries and after-tax integration costs related to the acquisition of IPG. We believe these measures are useful in evaluating the impact of these items on operating performance and allow for comparability between reporting periods. Adjusted Net Income per Share - Diluted for the three and nine months ended September 30, 2025 excludes after-tax amortization expense principally from acquired intangible assets and internally developed strategic platform assets, after-tax severance and repositioning costs, and after-tax integration costs related to the acquisition of IPG.
3) Weighted-average diluted shares for the three months ended September 30, 2026 and 2025 were 275.4 million and 194.9 million, respectively. Weighted-average diluted shares for the nine months ended September 30, 2026 and 2025 were 285.2 million and 196.4 million, respectively. The above tables reconcile the Non-GAAP financial measures of Non-GAAP Operating Income - Adjusted, Non-GAAP Net Income- Omnicom Group Inc. - Adjusted and Non-GAAP Adjusted Net Income per Share - Diluted to the GAAP financial measures of Operating Income, Net Income - Omnicom Group Inc. and Net Income per Share - Diluted. Management believes these Non- GAAP measures are useful for investors to evaluate the comparability of the performance of our business year to year. Page 11 NOTES:
3) For the three months ended September 30, 2026, operating expenses included $84.7 million ($63.5 million after-tax) of repositioning costs, primarily related to real estate and other exit charges, in connection with the Merger. For the nine months ended September 30, 2026, operating expenses included $135.8 million ($101.8 million after-tax) of repositioning costs, primarily related to real estate and other exit charges, as well as severance charges, in connection with the Merger. For the three and nine months ended September 30, 2026, operating expenses included $106.8 million ($69.5 million after-tax) and $72.5 million ($41.7 million after-tax), respectively, of net gains on dispositions of certain businesses in connection with the Merger. In addition, included in selling, general and administrative expenses for the three and nine months ended September 30, 2026, are integration related costs of $40.4 million ($13.3 million after-tax) and $139.9 million ($98.1 million after-tax), respectively, related to the Merger. The net impact of these items reduced operating income for the three and nine months ended September 30, 2026, by $18.3 million ($7.3 million after-tax) and $203.2 million ($158.2 million after-tax), respectively, which reduced diluted net income per share - Omnicom Group Inc. by $0.03 and $0.55, respectively.
For the three and nine months ended September 30, 2025, operating expenses included $38.6 million ($28.4 million after-tax) of repositioning costs, primarily related to severance actions as we prepared to integrate IPG. For the nine months ended September 30, 2025, operating expenses included $127.4 million ($95.7 million after-tax) of repositioning costs, related to severance actions as we prepared for the acquisition of IPG, as well as efficiency initiatives in the second quarter of 2025, primarily within the Omnicom Advertising and Omnicom Production. In addition, included in selling, general and administrative expenses for the three and nine months ended September 30, 2025, are acquisition related costs of $60.8 million ($50.8 million after-tax) and $160.6 million ($145.0 million after-tax), respectively, related to the Merger. The net impact of these items reduced operating income for the three and nine months ended September 30, 2025 by $99.4 million ($79.2 million after-tax) and $288.0 million ($240.7 million after-tax), respectively, which reduced diluted net income per share - Omnicom Group Inc. by $0.41 and $1.23, respectively.
4) We define EBITA as earnings before interest, taxes and amortization, principally of acquired intangible assets and internally developed strategic platform assets.
5) Combined (OMC + IPG) represents combined results from Omnicom and IPG as previously reported on a separate company basis during the prior year period. Amounts for 2025 are calculated on a combined basis for Omnicom and IPG. These amounts are the arithmetic sum of each company's historical reported results, sourced from either Omnicom's Form 8-K filed on October 21, 2025 or IPG's Form 10-Q filed on November 10, 2025, and have not been prepared in accordance with Article 11 of Regulation S-X, do not reflect any pro forma adjustments, and are not necessarily indicative of the results that would have been achieved had the Merger been completed at the beginning of the periods presented. Any pro forma adjustments in conformity with Article 11 would not be material to the combined amounts presented.
6) Core Operations: calculated from the consolidated revenue, adjusted operating income and adjusted EBITA of Omnicom, excluding businesses that have been disposed of or are classified as held for sale. Dispositions and held for sale, includes 2025 pre acquisition results for all businesses designated as assets held for sale and includes 2026 results for all business designated as held for sale for which the dispositions have not yet been completed, and for completed dispositions for the portion of the period prior to their disposition date. Page 12
Full text with the tables
OMNICOM REPORTS THIRD QUARTER 2026 RESULTS
2026 Third Quarter - Core Operations:
•
Revenue of $6.0 billion, 7.2%
organic growth
•
Non-GAAP Adjusted EBITA of $1.1 billion, 18.2%
margin
2026 Third Quarter - Reported:
•
Revenue of $6.4 billion
• Diluted earnings per share of $2.38; $2.73 Non-GAAP Adjusted, up 22%
•
Operating Income of $991.7 million; $1.1 billion
Non-GAAP Adjusted EBITA, 17.6% margin
NEW YORK,
October 22, 2026 - Omnicom (NYSE: OMC) today announced results for the quarter
ended September 30, 2026.
"As we approach the one-year anniversary of the Interpublic acquisition, we
continue to deliver the expected benefits of the combination. We’ve strengthened
our competitive position and are on track to deliver $900 million in cost-
reduction synergies in 2026 resulting in stronger organic revenue growth,
operating margins, and earnings per share,” said John Wren, Chairman and Chief
Executive Officer of Omnicom. “With our integration nearly complete and our
portfolio of companies and operations streamlined, we’re focused on high-demand
services and are well positioned to pursue future growth. We’ll continue
investing in our people and agentic technology to drive measurable business
outcomes for our clients."
Third Quarter 2026 Results - Core Operations
T… Co… Co…
M… Op… Op…
E… (N… 20… (N…
S… Le… of Co… Le… of
3… Di… Di… (O… Di… Di…
2… & & + & &
$ O… He… He… IP… He… He…
… 2… for for 20… for for
… C… Sa… Sa… Co… Sa… Sa…
──────────────────────────────────────────────────────────────────────────────
… $ 6… $ 4… $ 6… $ 6… $ 9… $ 5…
… $ 1… $ 3… $ 1… $ 1… $ 1… $ 9…
…
…
… 1… % 8… % 1… % 1… % 1… % 1… %
…
See notes on pages 2 and 12.
Revenue from Core Operations
Revenue from Core Operations in the third quarter of 2026 increased $407.4
million, or 7.3%, to $6.0 billion as compared to the third quarter of 2025,
primarily due to organic growth of $400.8 million, or 7.2%, and an increase due
to foreign currency translation of $3.4 million, or 0.1%.
Revenue contribution by discipline as a percentage of revenue from Core
Operations of $6.0 billion in the third quarter of 2026 was as follows: $3.2
billion, or 53.0%, for Integrated Media; $935.4 million, or 15.6%, for
Advertising; $566.6 million, or 9.4%, for Health; $678.3 million, or 11.3%, for
Public Relations; and $644.3 million, or 10.7%, for Experiential & Other.
Revenue from dispositions and assets held for sale was $412.1 million.
280 Park Avenue, New York, NY 10017, www.omc.com
Revenue contribution by region as a percentage of revenue from Core Operations
of $6.0 billion in the third quarter of 2026 was as follows: $3.6 billion, or
60.2%, for the United States; $721.1 million, or 12.0%, for Euro Markets & Other
Europe; $555.7 million, or 9.2%, for the United Kingdom; $573.1 million, or
9.6%, for Asia Pacific; $226.8 million, or 3.8%, for Latin America; $145.7
million, or 2.4%, for the Middle East & Africa; and $168.6 million, or 2.8%, for
Other North America.
Adjusted EBITA from Core Operations
Adjusted EBITA from Core Operations in the third quarter of 2026 increased
$191.1 million, or 21.1% , to $1.1 billion as compared to the third quarter of
2025, and the related margin increased to 18.2% from 16.2%, primarily due to
cost reduction synergies and organic revenue growth. For the third quarters of
2026 and 2025, Adjusted EBITA excluded repositioning costs, primarily related to
real estate and other exit charges in connection with the acquisition of The
Interpublic Group of Companies, Inc. ("IPG") and integration and acquisition-
related costs of $125.1 million ($76.8 million after tax) and $99.4 million
($79.2 million after tax), respectively. For the third quarter of 2026, Adjusted
EBITA from Core Operations excluded a $106.8 million gain on the disposition of
a subsidiary.
Core Operations
Core Operations: calculated from the consolidated revenue, adjusted operating
income and adjusted EBITA of Omnicom, excluding results of businesses that have
been disposed of up to the date of disposition in 2026 and businesses classified
as held for sale. Amounts for 2025 are calculated on a combined basis for
Omnicom and IPG.
Third Quarter 2026 Results - Reported
$ T…
in M…
m… E…
e… S…
p… 3… N… N…
s… R… N… 2… R… N… 2…
a… 2… A… A… 2… A… A…
──────────────────────────────────────────────────────────────────────────────
R… $ 6,… $ — $ 6,… $ 4,… $ — $ 4,…
O… 99… 18… 1,… 53… 99… 62…
I…
O…
I… 15… % 15… % 13… % 15… %
M…
N… 65… 96… 75… 34… 95… 43…
I…
E…
- $ 2.… $ 2.… $ 1.… $ 2.…
D…
N…
M…
E… $ 1,… $ 18… $ 1,… $ 55… $ 99… $ 65…
E… 17… % 17… % 13… % 16… %
M…
1) See notes on page 12.
Revenue
Revenue in the third quarter of 2026 increased $2.4 billion to $6.4 billion as
compared to the third quarter of 2025, primarily due to the acquisition of IPG,
which closed on November 26, 2025, and constant currency revenue growth. Revenue
in the third quarter of 2026 includes $412.1 million from dispositions and
assets held for sale.
Expenses
Operating expenses increased $1.9 billion to $5.4 billion in the third quarter
of 2026 compared to the third quarter of 2025, primarily due to the acquisition
of IPG. Included in operating expenses in the third quarter of 2026 are $40.4
million of integration and transaction costs related to the acquisition of IPG,
$84.7 million of repositioning costs, primarily related to real estate and other
exit charges, and a $106.8 million gain on the disposition of a subsidiary.
Page 2
Salary and service costs increased $1.7 billion to $4.6 billion, primarily due
to the IPG acquisition and constant currency revenue growth. These costs tend to
fluctuate with changes in revenue and are comprised of salary and related costs,
which include employee compensation and benefits costs, freelance labor, third-
party service costs, and third-party incidental costs. Salary and related costs
increased $1.1 billion to $2.9 billion, due to revenue growth and the
acquisition of IPG. Third-party service costs increased $552.4 million to $1.5
billion, primarily due to growth in our Integrated Media discipline and the
acquisition of IPG. Third-party incidental costs increased $24.3 million to
$211.7 million, primarily due to revenue growth and the acquisition of IPG.
Occupancy and other costs, which are less directly linked to changes in revenue
than salary and service costs, increased $176.6 million to $499.3 million,
primarily due to the acquisition of IPG.
SG&A expenses increased $37.4 million to $200.9 million, primarily due to the
acquisition of IPG. Included in SG&A expenses in the third quarter of 2026 are
$40.4 million of integration and transaction costs related to the acquisition of
IPG, compared to $60.8 million in the third quarter of 2025.
Operating Income
Operating income increased $461.6 million to $991.7 million in the third quarter
of 2026 compared to the third quarter of 2025, primarily as a result of revenue
growth and the IPG acquisition, partially offset by costs primarily related to
the integration of IPG.
Interest Expense, net
Net interest expense in the third quarter of 2026 increased $61.0 million to
$104.2 million compared to the third quarter of 2025, primarily due to debt
assumed as part of the IPG acquisition and the refinancing activities in the
first quarter of 2026. Interest expense increased $72.4 million to $132.8
million. Interest income increased $11.4 million to $28.6 million.
Income Taxes
Our effective tax rate for the third quarter of 2026 was 24.3% compared to 27.2%
for the third quarter of 2025. The 2026 effective tax rate included the impacts
of favorable settlements of uncertain tax positions. The effective tax rates for
2025 reflect the impact of the lower tax benefit associated with integration
costs, severance, and repositioning charges related to the acquisition of IPG.
Excluding these items, our Non-GAAP adjusted effective tax rate for the third
quarter of 2026 was 25.0% compared to 26.0% for the third quarter of 2025.
Net Income – Omnicom Group Inc. and Diluted Net Income per Share
Net Income - Omnicom Group Inc. for the third quarter of 2026 increased $314.7
million to $656.0 million compared to the third quarter of 2025. Weighted-
average diluted shares outstanding for the third quarter of 2026 increased to
275.4 million from 194.9 million, primarily as a result of shares issued for the
IPG acquisition, partially offset by net share repurchases, including shares
purchased pursuant to the accelerated stock repurchase agreement. Diluted net
income per share of $2.38 increased by $0.63 from $1.75 in the prior year
period.
Non-GAAP Adjusted Net Income per Share - Diluted for the third quarter of 2026
increased $0.49, or 21.9%, to $2.73 from $2.24. Non-GAAP Adjusted Net Income per
Share - Diluted for the third quarters of 2026 and 2025 excluded $88.9 million
and $15.9 million, respectively, of after-tax amortization expense. Non-GAAP
Adjusted Net Income per Share - Diluted for the third quarter of 2026 also
excluded $13.3 million of after-tax integration and transaction costs, $63.5
million of after-tax severance and repositioning costs, and a $69.5 million
after-tax gain on the disposition of a subsidiary. In 2025, Non-GAAP Adjusted
Net Income per Share - Diluted excluded $50.8 million of costs related to the
acquisition of IPG and $28.4 million of after-tax
Page 3
severance and repositioning costs. We present Non-GAAP Adjusted Net Income per
Share - Diluted to allow for comparability with the prior year period.
EBITA
EBITA increased $560.2 million to $1,111.8 million in the third quarter of 2026
compared to the third quarter of 2025. Adjusted EBITA increased $479.1 million,
or 73.6%, to $1,130.1 million in the third quarter of 2026 compared to the third
quarter of 2025, and the related margin increased to 17.6% from 16.1%. EBITA and
Adjusted EBITA excluded amortization expense of $120.1 million and $21.5 million
in the third quarters of 2026 and 2025, respectively. Adjusted EBITA in the
third quarter of 2026 also excluded $40.4 million of costs related to the
integration of IPG, severance and repositioning costs of $84.7 million, and a
$106.8 million gain on the disposition of a subsidiary. Adjusted EBITA in the
third quarter of 2025 also excluded $60.8 million of costs related to the
acquisition of IPG and $38.6 million of severance and repositioning costs.
Risks and Uncertainties
Global economic conditions and disruptions, including geopolitical events,
international hostilities, acts of terrorism, public health crises, inflation or
stagflation, tariffs and other trade barriers, central bank interest rate
policies in countries that comprise our major markets, labor and supply chain
issues affecting the distribution of our clients’ products, or a disruption in
the credit markets 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 and disruptions 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 and disruptions, reductions in client revenue,
changes in client creditworthiness, and other developments.
Definitions - Components of Revenue Change
We use certain terms in describing the components of the change in revenue
above.
Core Operations: Revenue from Core Operations excludes businesses that have been
disposed of or are classified as held for sale. Amounts for 2025 are calculated
on a combined basis for Omnicom and IPG.
Organic growth : calculated by subtracting the foreign exchange rate impact and
the acquisition revenue from total revenue growth, which is equal to the current
period revenue from Core Operations minus the prior period revenue from Core
Operations.
Foreign exchange rate impact on core operations: calculated by translating the
current period’s local currency revenue using the prior period average exchange
rates to derive current period constant currency revenue. The foreign exchange
rate impact is the difference between the current period revenue in U.S. Dollars
and the current period constant currency revenue.
Percentage change : Calculated by dividing the individual component amount by
the prior period Core Operations revenue base.
Conference Call
Omnicom will host a conference call to review its financial results on October
22, 2026 starting at 4:30 p.m. Eastern Time. A live webcast of the call, along
with the related slide presentation, will be available at Omnicom’s investor
relations website, investor.omc.com, and a webcast replay will be made available
after the call concludes.
About Omnicom
Omnicom (NYSE: OMC) is the world’s leading marketing and sales company. Powered
by Omni, its proprietary data and identity platform, Omnicom’s Connected
Capabilities unite the company’s agency brands, talent, and domain expertise
across media, commerce, consulting, precision marketing, advertising,
production, health, public relations, branding, and experiential to address
clients’ most critical growth priorities. For more information, visit
www.omc.com .
Contact
Page 4
Investors: Gregory Lundberg greg.lundberg@omc.com
Media: Joanne Trout joanne.trout@omc.com
Non-GAAP Financial Measures
We present financial measures determined in accordance with generally accepted
accounting principles in the United States (“GAAP”) and adjustments to the GAAP
presentation (“Non-GAAP”), which we believe are meaningful for understanding our
performance. We believe these measures are useful in evaluating the impact of
certain items on operating performance and allow for comparability between
reporting periods. We define EBITA as earnings before interest, taxes, and
amortization, principally of acquired intangible assets and internally developed
strategic platform assets, and EBITA margin is defined as EBITA divided by
revenue. We use EBITA and EBITA margin as additional operating performance
measures, which exclude the non-cash amortization expense principally from
acquired intangible assets and internally developed strategic platform assets.
We also use Adjusted Operating Income, Adjusted Operating Income Margin,
Adjusted EBITA, Adjusted EBITA Margin, Adjusted Income Tax Expense, Adjusted Net
Income – Omnicom Group Inc., Adjusted Net Income per share – Omnicom Group Inc.
- Diluted, and organic growth as additional operating performance measures. For
2025, we also used Combined Adjusted EBITA, which was calculated using the
combined adjusted EBITA of Omnicom and IPG. Non-GAAP financial measures should
not be considered in isolation from, or as a substitute for, financial
information presented in accordance with GAAP. Non-GAAP financial measures as
reported by us may not be comparable to similarly titled amounts reported by
other companies.
Forward-Looking Statements
Certain statements in this document contain forward-looking statements,
including statements within the meaning of the Private Securities Litigation
Reform Act of 1995, as amended. In addition, from time to time, we or our
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 condition, or
otherwise, based on current beliefs of management as well as assumptions made
by, and information currently available to 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 of our 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:
• risks relating to the completed merger (the “Merger”) between us and IPG,
including risks related to the integration of IPG’s business, such as, among
others: uncertainties associated with retaining key management and other
employees; potential disruptions to client, vendor, and business partner
relationships; the risk that integration activities may be more time-consuming,
complex, or costly than expected; the possibility that anticipated synergies,
efficiencies, and other benefits of the Merger may not be realized, or may be
realized more slowly than anticipated; and risks associated with managing a
larger, more complex combined organization and effectively integrating systems,
processes, operations, and cultures;
• adverse economic conditions, including geopolitical events, international
hostilities, acts of terrorism, public health crises, inflation or stagflation,
tariffs and other trade barriers, central bank interest rate policies in
countries that comprise our major markets, labor and supply chain issues
affecting the distribution of our clients’ products, or a disruption in the
credit markets;
• international, national, or local economic conditions that could adversely
affect us or our clients;
• reductions in client spending, a slowdown in client payments or a
deterioration or disruption in the credit markets;
• the ability to attract new clients and retain existing clients in the manner
anticipated;
• changes in client marketing and communications services requirements;
Page 5
• failure to manage potential conflicts of interest between or among clients;
• unanticipated changes related to competitive factors in the marketing and
communications services industries;
• unanticipated changes to, or an inability to hire and retain, key personnel;
• currency exchange rate fluctuations;
• reliance on information technology systems and risks related to cybersecurity
incidents;
• effective management of the risks, challenges, and efficiencies presented by
utilizing artificial intelligence, or AI, technologies and related partnerships
in our business, and their use by our competitors;
• failure to adapt to technological developments;
• our liquidity, long-term financing needs, credit ratings, and access to
capital markets;
• changes in legislation or governmental regulations affecting us or our
clients;
• losses on media purchases and production costs incurred on behalf of clients;
• risks associated with assumptions we make in connection with our acquisitions,
critical accounting estimates, and legal proceedings;
• our international operations, which are subject to the risks of currency
repatriation restrictions, social or political conditions and an evolving
regulatory environment in high-growth markets and developing countries;
• 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;
• changes in tax rates, tax laws, regulations or interpretations, or adverse
outcomes of tax audits or proceedings; and
• other business, financial, operational and legal risks and uncertainties
detailed from time to time in our filings with the Securities and Exchange
Commission ("SEC").
The foregoing list of factors is not exhaustive. You should carefully consider
the foregoing factors and the other risks and uncertainties that may affect our
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, in this document and in other
documents filed from time to time with the SEC. Except as required under
applicable law, we do not assume any obligation to update these forward-looking
statements.
Page 6
OMNICOM GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In millions, except per share amounts)
Thr… Ni…
Mon… Mo…
End… En…
Sep… Se…
2026 30, 2025 30, 2026 2025
──────────────────────────────────────────────────────────────────────────────
Re… $ 6,4… $ 4,0… $ 19… $ 11…
Op…
Ex…
Sa…
and 4,5… 2,9… 13… 8,…
se…
co…
Oc…
and 499… 322… 1,… 96…
ot…
co…
Se…
and 84.7 38.6 13… 12…
re…
co…
Net
(g…
lo…
on
as… -10… — -7… —
he…
for
sa…
and
di…
Co…
of 5,0… 3,2… 15… 9,…
se…
Se…
ge…
and 200… 163… 63… 45…
ad…
ex…
De…
and 166… 60.7 49… 17…
am…
To…
Op… 5,4… 3,5… 16… 10…
Ex…
Op… 991… 530… 2,… 1,…
In…
In… 132… 60.4 37… 18…
Ex…
In… 28.6 17.2 10… 68…
In…
In…
Be…
In…
Ta…
and
In… 887… 486… 2,… 1,…
(L…
Fr…
Eq…
Me…
In…
In…
Tax 215… 132… 59… 37…
Ex…
In…
(L…
Fr… 2.5 5.8 2.7 6.5
Eq…
Me…
In…
Net 674… 360… 1,… 94…
In…
Net
In…
At… 18.6 19.1 52… 55…
To
No…
In…
Net
In…
- $ 656… $ 341… $ 1,… $ 88…
Om…
Gr…
In…
Net
In…
Per
Sh…
-
Om…
Gr…
In…
Ba… $ 2.39 $ 1.76 $ 5.… $ 4.…
Di… $ 2.38 $ 1.75 $ 5.… $ 4.…
Di…
De…
Per $ 0.80 $ 0.70 $ 2.… $ 2.…
Co…
Sh…
Op…
In… 15.4 % 13.1 % 13… % 12… %
Ma…
No…
Me…
EB… $ 1,1… $ 551… $ 2,… $ 1,…
EB… 17.3 % 13.7 % 15… % 12… %
Ma…
EB…
- $ 1,1… $ 651… $ 3,… $ 1,…
Ad…
EB…
Ma… 17.6 % 16.1 % 16… % 15… %
-
Ad…
No…
Ad…
Net
In…
Per
Sh… $ 2.73 $ 2.24 $ 7.… $ 5.…
-
Om…
Gr…
In…
-
Di…
1) See Note 3 on page 12.
2) See Note 4 on page 12for the definition of EBITA.
3) Adjusted Net Income per Share - Diluted for the three and nine months ended
September 30, 2026 and 2025 excludes after-tax amortization expense principally
from acquired intangible assets and internally developed strategic platform
assets, after-tax severance and repositioning costs, after-tax (gain) loss on
disposition of subsidiaries and after-tax integration and acquisition costs
related to the acquisition of IPG. We believe these measures are useful in
evaluating the impact of these items on operating performance and allow for
comparability between reporting periods.
4) See Non-GAAP reconciliations starting on page 9.
Page 7
OMNICOM GROUP INC. AND SUBSIDIARIES
DETAIL OF OPERATING EXPENSES
(Unaudited)
(In millions)
Three Nine
Months Months
Ended Ended
Septem… Septemb…
2026 30, 2025 2026 30, 2025
──────────────────────────────────────────────────────────────────────────────
Revenue $ 6,422.8 $ 4,037.1 $ 19,228.2 $ 11,743…
Operat…
Expens…
Salary
and
service
costs:
Salary
and 2,866.7 1,778.5 8,894.9 5,386.8
related
costs
Third-…
service 1,508.0 955.6 4,396.1 2,670.8
costs1
Third-…
incide… 211.7 187.4 648.3 542.8
costs2
Total
salary
and 4,586.4 2,921.5 13,939.3 8,600.4
service
costs
Occupa…
and 499.3 322.7 1,531.0 963.2
other
costs
Severa…
and 84.7 38.6 135.8 127.4
reposi…
costs3
Net
(gain)
loss on
assets
held -106.8 — -72.5 —
for
sale
and
dispos…
Cost of 5,063.6 3,282.8 15,533.6 9,691.0
servic…
Sellin…
general
and 200.9 163.5 634.4 451.8
admini…
expens…
Deprec…
and 166.6 60.7 499.8 178.4
amorti…
Total
operat… 5,431.1 3,507.0 16,667.8 10,321…
expens…
Operat… $ 991.7 $ 530.1 $ 2,560.4 $ 1,421.9
Income
1) Third-party service costs include third-party supplier costs when we act as
principal in providing services to our clients.
2) Third-party incidental costs primarily consist of client-related travel and
incidental out-of-pocket costs, which we bill back to the client directly at our
cost and which we are required to include in revenue.
3) See Note 3 on page 12.
Page 8
OMNICOM GROUP INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(Unaudited)
(In millions)
Three Nine
Mont… Mont…
Ended Ended
Sept… Sept…
2026 30, 2025 2026 30, 2025
──────────────────────────────────────────────────────────────────────────────
Net
Inc…
- $ 656.0 $ 341.3 $ 1,64… $ 886.6
Omn…
Gro…
Inc.
Net
Inc…
Att… 18.6 19.1 52.8 55.0
To
Non…
Int…
Net 674.6 360.4 1,69… 941.6
Inc…
Inc…
(Lo…
From 2.5 5.8 2.7 6.5
Equ…
Met…
Inv…
Inc…
Tax 215.4 132.3 594.8 373.5
Exp…
Inc…
Bef…
Inc…
Tax…
and
Inc… 887.5 486.9 2,29… 1,30…
(Lo…
From
Equ…
Met…
Inv…
Int… 132.8 60.4 375.0 182.1
Exp…
Int… 28.6 17.2 105.5 68.8
Inc…
Ope… 991.7 530.1 2,56… 1,42…
Inc…
Add
bac…
amo…
pri…
from
acq…
int… 120.1 21.5 355.2 63.1
ass…
and
int…
dev…
str…
pla…
ass…
Ear…
bef…
int…
tax…
and $ 1,11… $ 551.6 $ 2,91… $ 1,48…
amo…
of
int…
ass…
(“E…
Dep…
and 46.5 39.2 144.6 115.3
oth…
EBI… $ 1,15… $ 590.8 $ 3,06… $ 1,60…
EBI… $ 1,11… $ 551.6 $ 2,91… $ 1,48…
Sev…
and 84.7 38.6 135.8 127.4
rep…
cos…
Net
(ga…
loss
on
ass… -106… — -72.5 —
held
for
sale
and
dis…
Int…
and
acq… 40.4 60.8 139.9 160.6
rel…
cos…
EBI…
- $ 1,13… $ 651.0 $ 3,11… $ 1,77…
Adj…
Rev… $ 6,42… $ 4,03… $ 19,2… $ 11,7…
Non…
Mea…
EBI… $ 1,11… $ 551.6 $ 2,91… $ 1,48…
EBI… 17.3 % 13.7 % 15.2 % 12.6 %
Mar…
EBI…
- $ 1,13… $ 651.0 $ 3,11… $ 1,77…
Adj…
EBI…
Mar… 17.6 % 16.1 % 16.2 % 15.1 %
-
Adj…
1) See Note 4 on page 12.
2) See Note 3 on page 12.
The above table reconciles the Non-GAAP financial measures of EBITDA, EBITA,
EBITA - Adjusted, EBITA Margin and EBITA Margin-Adjusted to the GAAP financial
measure of Net Income-Omnicom Group Inc. We use EBITA and EBITA Margin as
additional operating performance measures, which exclude the non-cash
amortization expense principally from acquired intangible assets and internally
developed strategic platform assets. Accordingly, we believe EBITDA, EBITA,
EBITA Margin, EBITA - Adjusted, and EBITA Margin - Adjusted are useful measures
for investors to evaluate the comparability of the performance of our business
year to year.
Page 9
OMNICOM GROUP INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
- Combined
(Unaudited)
(In millions)
T… N…
M… M…
E… E…
S… S…
3… 3…
2… 2…
──────────────────────────────────────────────────────────────────────────────
O… I… C… O… I… C…
…
…
- $ 3… $ 1… $ 4… $ … $ … $ 1…
…
…
…
…
…
… 1… 2… 2… … … 5…
…
…
…
… 3… 1… 4… … … 1…
…
…
…
… 5… -… 2… … … 3…
…
…
…
…
… 1… 5… 1… … … 4…
…
…
…
…
…
…
… 4… 1… 6… … … 1…
…
…
…
…
…
… 6… 4… 1… … … 3…
…
… 1… 2… 4… … … 1…
…
…
… — 5… 5… — … 4…
…
… 5… 2… 7… … … 1…
…
…
…
…
…
…
…
… 2… 2… 4… … … 1…
…
…
…
…
…
…
…
…
…
…
…
… $ 5… $ 2… $ 7… $ … $ … $ 1…
…
…
…
…
…
… $ 5… $ 2… $ 7… $ … $ … $ 1…
…
… 3… 1… 1… … … 5…
…
…
…
… 6… 2… 8… … … 1…
…
…
- $ 6… $ 3… $ 1… $ … $ … $ 2…
…
… $ 4… $ 2… $ 6… $ … $ … $ 1…
…
…
…
… 1… % … %
-
…
1) See Note 4 on page 12.
2) See Note 3 on page 12.
The above table reconciles the Non-GAAP financial measures of EBITA, EBITA -
Adjusted, EBITA Margin and EBITA Margin-Adjusted to the GAAP financial measure
of Net Income-Omnicom Group Inc. We use EBITA and EBITA Margin as additional
operating performance measures, which exclude the non-cash amortization expense
principally from acquired intangible assets and internally developed strategic
platform assets. Accordingly, we believe EBITA, EBITA Margin, EBITA - Adjusted,
and EBITA Margin - Adjusted are useful measures for investors to evaluate the
comparability of the performance of our business year to year.
Page 10
OMNICOM GROUP INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(Unaudited)
(In millions)
T…
M…
E…
S…
3… N… N…
R… N… 2… R… N… 2…
2… A… A… 2… A… A…
──────────────────────────────────────────────────────────────────────────────
… $ 6… $ — $ 6… $ 4… $ — $ …
… 5… -… 5… 3… -… 3…
…
… 9… 1… 1… 5… 9… 6…
…
…
… 1… % 1… % 1… % … %
…
N…
M…
E…
S…
3… N… N…
R… N… 2… R… N… 2…
2… A… A… 2… A… A…
──────────────────────────────────────────────────────────────────────────────
… $… $ — $ 1… $ 1… $ — $ 1…
… 1… -… 1… 1… -… …
…
… 2… 2… 2… 1… 2… …
…
…
… 1… % 1… % 1… % 1… %
…
T… N…
M… M…
E… E…
S… N… N… S… N… N…
3… I… I… 3… I… I…
2… p… 2… p… 2… p… 2… p…
N… S… N… S… N… S… N… S…
I… D… I… D… I… D… I… D…
──────────────────────────────────────────────────────────────────────────────
…
…
-
… $ 6… $ 2… $ 3… $ … $ … $ … $ … $ …
…
…
-
…
…
…
… 6… 0… 2… … … … … …
…
…
…
…
…
…
… -… -… — — … … — —
…
…
…
…
…
…
…
… 1… 0… 5… … … … … …
…
…
…
…
… 8… 0… 1… … … … … …
…
…
…
…
-
… $ 7… $ 2… $ 4… $ … $ … $ … $ … $ …
…
…
-
…
1) See Note 3 on page 12.
2) Adjusted Net Income per Share - Diluted for the three and nine months ended
September 30, 2026 excludes after-tax amortization expense principally from
acquired intangible assets and internally developed strategic platform assets,
after-tax severance and repositioning costs, after-tax loss on disposition of
subsidiaries and after-tax integration costs related to the acquisition of IPG.
We believe these measures are useful in evaluating the impact of these items on
operating performance and allow for comparability between reporting periods.
Adjusted Net Income per Share - Diluted for the three and nine months ended
September 30, 2025 excludes after-tax amortization expense principally from
acquired intangible assets and internally developed strategic platform assets,
after-tax severance and repositioning costs, and after-tax integration costs
related to the acquisition of IPG.
3) Weighted-average diluted shares for the three months ended September 30, 2026
and 2025 were 275.4 million and 194.9 million, respectively. Weighted-average
diluted shares for the nine months ended September 30, 2026 and 2025 were 285.2
million and 196.4 million, respectively. The above tables reconcile the Non-GAAP
financial measures of Non-GAAP Operating Income - Adjusted, Non-GAAP Net Income-
Omnicom Group Inc. - Adjusted and Non-GAAP Adjusted Net Income per Share -
Diluted to the GAAP financial measures of Operating Income, Net Income - Omnicom
Group Inc. and Net Income per Share - Diluted. Management believes these Non-
GAAP measures are useful for investors to evaluate the comparability of the
performance of our business year to year.
Page 11
NOTES:
1) Net Income and Net Income per Share for Omnicom Group Inc.
2) See Non-GAAP reconciliations starting on page 9.
3) For the three months ended September 30, 2026, operating expenses included
$84.7 million ($63.5 million after-tax) of repositioning costs, primarily
related to real estate and other exit charges, in connection with the Merger.
For the nine months ended September 30, 2026, operating expenses included $135.8
million ($101.8 million after-tax) of repositioning costs, primarily related to
real estate and other exit charges, as well as severance charges, in connection
with the Merger. For the three and nine months ended September 30, 2026,
operating expenses included $106.8 million ($69.5 million after-tax) and $72.5
million ($41.7 million after-tax), respectively, of net gains on dispositions of
certain businesses in connection with the Merger. In addition, included in
selling, general and administrative expenses for the three and nine months ended
September 30, 2026, are integration related costs of $40.4 million ($13.3
million after-tax) and $139.9 million ($98.1 million after-tax), respectively,
related to the Merger. The net impact of these items reduced operating income
for the three and nine months ended September 30, 2026, by $18.3 million ($7.3
million after-tax) and $203.2 million ($158.2 million after-tax), respectively,
which reduced diluted net income per share - Omnicom Group Inc. by $0.03 and
$0.55, respectively.
For the three and nine months ended September 30, 2025, operating expenses
included $38.6 million ($28.4 million after-tax) of repositioning costs,
primarily related to severance actions as we prepared to integrate IPG. For the
nine months ended September 30, 2025, operating expenses included $127.4 million
($95.7 million after-tax) of repositioning costs, related to severance actions
as we prepared for the acquisition of IPG, as well as efficiency initiatives in
the second quarter of 2025, primarily within the Omnicom Advertising and Omnicom
Production. In addition, included in selling, general and administrative
expenses for the three and nine months ended September 30, 2025, are acquisition
related costs of $60.8 million ($50.8 million after-tax) and $160.6 million
($145.0 million after-tax), respectively, related to the Merger. The net impact
of these items reduced operating income for the three and nine months ended
September 30, 2025 by $99.4 million ($79.2 million after-tax) and $288.0 million
($240.7 million after-tax), respectively, which reduced diluted net income per
share - Omnicom Group Inc. by $0.41 and $1.23, respectively.
4) We define EBITA as earnings before interest, taxes and amortization,
principally of acquired intangible assets and internally developed strategic
platform assets.
5) Combined (OMC + IPG) represents combined results from Omnicom and IPG as
previously reported on a separate company basis during the prior year period.
Amounts for 2025 are calculated on a combined basis for Omnicom and IPG. These
amounts are the arithmetic sum of each company's historical reported results,
sourced from either Omnicom's Form 8-K filed on October 21, 2025 or IPG's Form
10-Q filed on November 10, 2025, and have not been prepared in accordance with
Article 11 of Regulation S-X, do not reflect any pro forma adjustments, and are
not necessarily indicative of the results that would have been achieved had the
Merger been completed at the beginning of the periods presented. Any pro forma
adjustments in conformity with Article 11 would not be material to the combined
amounts presented.
6) Core Operations: calculated from the consolidated revenue, adjusted operating
income and adjusted EBITA of Omnicom, excluding businesses that have been
disposed of or are classified as held for sale. Dispositions and held for sale,
includes 2025 pre acquisition results for all businesses designated as assets
held for sale and includes 2026 results for all business designated as held for
sale for which the dispositions have not yet been completed, and for completed
dispositions for the portion of the period prior to their disposition date.
Page 12