OMNICOM GROUP INC.
For the period ended Jun 30, 2026. Filed Jul 29, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Jul 29, 2026
OMC$86.37-0.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-04-29.
0000029989-26-000011
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsForward-Looking StatementsExecutive SummaryConsolidated Results of OperationsNon-GAAP Financial MeasuresLiquidity and Capital ResourcesCritical Accounting EstimatesCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-07-29.
0000029989-26-000019
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsForward-Looking StatementsExecutive SummaryConsolidated Results of OperationsNon-GAAP Financial MeasuresLiquidity and Capital ResourcesCritical Accounting EstimatesThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 152 previous paragraphs and 180 current paragraphs.
102 unchanged; 44 reworded; 31 added; 5 removed; 1 previous and 3 current paragraphs rearranged.
Tables are not compared: 10 previous and 14 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (31)
Current report
For the six months ended June 30, 2026, revenue increased $5.1 billion across our disciplines as follows year-over-year: Integrated Media, $2.4 billion, Advertising, $752.8 million, Public Relations, $676.4 million, Health, $546.8 million, and Experiential & Other, $690.0 million.
Current report
Worldwide revenue increased across our geographic markets for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, as follows, and was primarily driven by the acquisition of IPG: North America, $1.8 billion, Latin America, $133.9 million, Europe, $421.2 million, Middle East and Africa, $75.6 million, and Asia-Pacific, $135.1 million.
Current report
Worldwide revenue increased across our geographic markets for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, as follows, and was primarily driven by the acquisition of IPG: North America, $3.6 billion, Latin America, $233.6 million, Europe, $865.2 million, Middle East and Africa, $149.0 million, and Asia-Pacific, $296.9 million.
Current report
Revenue from Core Operations for the three and six months ended June 30, 2026 increased $403.1 million, or 7.2%, and $754.1 million, or 6.9%, respectively, as compared to the combined Core Operations revenue for the prior year periods. This was driven by organic growth of 6.1% and 5.0%, respectively, and a positive impact from foreign exchange rate changes of $61.7 million, or 1.1%, and $206.0 million, or 1.9%, in the three and six months ended June 30, 2026, respectively.
Current report
For both the three and six months ended June 30, 2025, operating expenses included $88.8 million ($67.2 million after-tax) of repositioning costs recorded in the second quarter of 2025, primarily related to severance actions related to efficiency initiatives (see Note 10 to the unaudited consolidated financial statements). In addition, included in selling, general and administrative expenses for the three and six months ended June 30, 2025, are acquisition related costs of $66.0 million ($61.6 million after-tax) and $99.8 million ($94.3 million after-tax), respectively, related to the Merger (see Note 1 to the unaudited consolidated financial statements). The net impact of these items reduced operating income for the three and six months ended June 30, 2025 by $154.8 million ($128.8 million after-tax) and $188.6 million ($161.5 million after-tax), respectively, which reduced diluted net income per share - Omnicom Group Inc. by $0.66 and $0.82, respectively.
Current report
The effect of dispositions and assets held for sale for the three and six months ended June 30, 2026 reduced revenue by $567.5 million and $1.2 billion, respectively, and EBITA by $58.5 million and $86.4 million, respectively, resulting in a decrease in EBITA Margin of 0.6% and 0.9%, respectively.
Current report
For the both three and six months ended June 30, 2025, operating expenses included $88.8 million ($67.2 million after-tax) of repositioning costs recorded in the second quarter of 2025, primarily related to severance actions related to efficiency initiatives (see Note 10 to the unaudited consolidated financial statements). In addition, included in selling, general and administrative expenses for the three and six months ended June 30, 2025, are acquisition related costs of $66.0 million ($61.6 million after-tax) and $99.8 million ($94.3 million after-tax), respectively, related to the Merger (see Note 1 to the unaudited consolidated financial statements). The net impact of these items reduced operating income for the three and six months ended June 30, 2025 by $154.8 million ($128.8 million after-tax) and $188.6 million ($161.5 million after-tax), respectively, which reduced diluted net income per share - Omnicom Group Inc. by $0.66 and $0.82, respectively.
Current report
The effect of dispositions and assets held for sale for the three and six months ended June 30, 2026 reduced revenue by $567.5 million and $1.2 billion, respectively, and reduced EBITA by $58.5 million and $86.4 million, respectively, resulting in a decrease in EBITA Margin of 0.6% and 0.9%, respectively.
Current report
Revenue for the three andsix months ended June 30, 2026 includes amounts attributable to disposals or entities classified as held for sale, consisting of $567.5 million and $1.2 billion, respectively.
Current report
For the six months ended June 30, 2026, revenue increased $5.1 billion across our disciplines as follows year-over-year: Integrated Media, $2.4 billion, Advertising, $752.8 million, Public Relations, $676.4 million, Health, $546.8 million, and Experiential & Other, $690.0 million. Constant currency growth was $4.9 billion, or 63.0%, compared to the prior-year period. Changes in foreign currency exchange rates period over period increased revenue $243.2 million, or 3.2%. The increase in revenue from foreign exchange translation was primarily related to the strengthening of most currencies, including the Euro, British Pound, Australian Dollar and Mexican Peso, against the U.S. Dollar.
Current report
Revenue for the three andsix months ended June 30, 2026 includes amounts attributable to disposals or entities classified as held for sale, consisting of $567.5 million and $1.2 billion, respectively.
Current report
Worldwide revenue increased across our geographic markets for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, as follows, and was primarily driven by the acquisition of IPG: North America, $1.8 billion, Latin America, $133.9 million, Europe, $421.2 million, Middle East and Africa, $75.6 million, and Asia-Pacific, $135.1 million.
Current report
Worldwide revenue increased across our geographic markets for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, as follows, and was primarily driven by the acquisition of IPG: North America, $3.6 billion, Latin America, $233.6 million, Europe, $865.2 million, Middle East and Africa, $149.0 million, and Asia-Pacific, $296.9 million.
Current report
Operating expenses for the six months ended June 30, 2026 increased $4.4 billion, or 64.9%, to $11.2 billion from $6.8 billion, compared to the prior year period, primarily due to the acquisition of IPG. Included in operating expenses for the six months ended June 30, 2026 are $51.1 million ($38.3 million after-tax) of repositioning costs, primarily related to severance and other repositioning costs, as well as $34.3 million ($27.8 million after-tax) of charges to reflect the businesses to be disposed at their estimated net realizable value. In addition, we incurred integration costs related to the acquisition of IPG of $99.5 million ($84.8 million after-tax) which are included in selling, general and administrative expenses (See Note 5 to the consolidated financial statements). Included in selling, general and administrative expenses for the six months ended June 30, 2025 are acquisition related costs of $99.8 million ($94.3 million after-tax) related to the Merger (see Note 1 to the consolidated financial statements). Included in operating expenses for the six months ended June 30, 2025 are $88.8 million ($67.2 million after-tax) of repositioning costs recorded in the second quarter of 2025, primarily related to severance actions related to efficiency initiatives, primarily within the Omnicom Advertising Group and the Omnicom Production Group (see Note 10 to the consolidated financial statements).
Current report
Operating income for the six months ended June 30, 2026 increased $676.9 million to $1.6 billion, and operating margin increased to 12.3% from 11.6% compared to the same period in 2025 due to factors discussed above. Amortization expense for the six months ended June 30, 2026 increased by $193.5 million to $235.1 million, primarily related to the Merger, which decreased operating income and operating income margin. EBITA for the six months ended June 30, 2026 increased $870.4 million to $1.8 billion, and EBITA margin increased to 14.1% from 12.1%. Integration and acquisition related costs related to the Merger, severance and other repositioning costs recorded and charges to reflect the businesses to be disposed at their estimated net realizable value (see Notes 1 and 10 to the consolidated financial statements) reduced both operating income and EBITA by $184.9 million, and reduced both operating margin and EBITA margin by 1.4%. Acquisition related costs in the first half of 2025 and repositioning costs recorded in the second quarter of 2025 (see Notes 1 and 10 to the consolidated financial statements) reduced both operating income and EBITA by $188.6 million, and reduced operating margin by 2.4% and EBITA margin by 2.5% for the six -month period. The effect on EBITA margin for assets held for sale or disposition for the six months ended June 30, 2026 and 2025 was 0.9% and 0.7%, respectively.
Current report
Net income - Omnicom Group Inc. in the six months ended June 30, 2026 increased $444.7 million to $990.0 million from $545.3 million. The period-over-period increase is due to the factors described above. Diluted net income per share - Omnicom Group Inc. increased to $3.41 in the six months ended June 30, 2026, from $2.77 in the six months ended June 30, 2025, based on the factors described above. This was impacted by the increase in our weighted average shares of common stock outstanding due to the issuance of shares for the IPG acquisition, partially offset by net share repurchases, including shares purchased pursuant to the accelerated stock repurchase agreement. For the six months ended June 30, 2026, the impact of integration and acquisition related costs, severance and other repositioning costs and charges to reflect the businesses to be disposed at their estimated net realizable value (see Notes 1 and 10 to the unaudited consolidated financial statements) reduced net income - Omnicom Group Inc. by $150.9 million and diluted net income per share - Omnicom Group Inc. by $0.52. For the six months ended June 30, 2025, the net impact of acquisition related costs and repositioning costs reduced net income - Omnicom Group Inc. by $161.5 million and diluted net income per share - Omnicom Group Inc. by $0.82.
Current report
In addition to the IPG acquisition, we have made and expect to continue to make selective acquisitions. The evaluation of potential acquisitions is based on various factors, including specialized know-how, reputation, geographic coverage, competitive position and service offerings of the target businesses, as well as our experience and judgment.
Current report
Our acquisition strategy is focused on acquiring the expertise of an assembled workforce in order to continue to build upon the core capabilities of our various strategic business platforms and agency brands through the expansion of their geographic reach or their service capabilities to better serve our clients. Additional key factors we consider include the competitive position and specialized know-how of the acquisition targets. Accordingly, as is typical in most service businesses, a substantial portion of the assets we acquire are intangible assets, primarily consisting of the know-how of the personnel, which is treated as part of goodwill and is not required to be valued separately under U.S. GAAP. For each acquisition, we undertake a detailed review to identify other intangible assets that are required to be valued separately. A significant portion of the identifiable intangible assets acquired is derived from customer relationships, including the related customer contracts, as well as trade names. In valuing these identified intangible assets, we typically use an income approach and consider comparable market participant measurements.
Current report
We evaluate goodwill for impairment annually at May 1 each year and whenever events or circumstances indicate the carrying value may not be recoverable. Under the Financial Accounting Standard Board's ("FASB") ASC Topic 350, Intangibles - Goodwill and Other, we have the option of either assessing qualitative factors to determine whether it is more-likely-than-not that the carrying value of our reporting units exceeds their respective fair value (Step 0) or proceeding directly to the quantitative goodwill impairment test. While there were no trigger events that required us to perform a quantitative test, we performed the annual quantitative impairment test and compared the fair value of each of our reporting units to its respective carrying value, including goodwill. Beginning in December of 2025, we integrated the newly acquired IPG businesses into our existing networks. We identified our regional reporting units as components of our operating segments, which are our four global agency networks. The regional reporting units and connected capabilities monitor performance and are responsible for the agencies in their region. They report to the segment managers and facilitate the administrative and logistical requirements of our key client matrix organization structure for delivering services to clients in their regions. We have concluded that for each of our operating segments, their regional reporting units have similar economic characteristics and should be aggregated for purposes of testing goodwill for impairment at the operating segment level. Our conclusion was based on a detailed analysis of the aggregation criteria set forth in FASB ASC Topic 280, Segment Reporting, and in FASB ASC Topic 350. Consistent with our fundamental business strategy, the agencies within our regional reporting units serve similar clients in similar industries, and in many cases the same clients. In addition, the agencies within our regional reporting units have similar economic characteristics, and the employees share similar skill sets. The main economic components of each agency are employee compensation and related costs, and direct service costs and occupancy and other costs, which include rent and occupancy costs, technology costs that are generally limited to personal computers, servers and off-the-shelf software and other overhead expenses. Finally, the expected benefits of our acquisitions are typically shared by multiple agencies in various regions as they work together to integrate the acquired agency into our virtual client network strategy.
Current report
Goodwill Impairment Review - Estimates and Assumptions
Current report
We use the following valuation methodologies to determine the fair value of our reporting units: (1) the income approach, which utilizes discounted expected future cash flows, (2) comparative market participant multiples for EBITDA (earnings before interest, taxes, depreciation and amortization) and, (3) when available, consideration of recent and similar acquisition transactions.
Current report
In applying the income approach, we use estimates to derive the discounted expected cash flows, ("DCF"), for each reporting unit that serves as the basis of our valuation. These estimates and assumptions include revenue growth and operating margin, EBITDA, tax rates, capital expenditures, weighted average cost of capital and related discount rates and expected long-term cash flow growth rates. All of these estimates and assumptions are affected by conditions specific to our businesses, economic conditions related to the industry we operate in, as well as conditions in the global economy. The assumptions that have the most significant effect on our valuations derived using a DCF methodology are: (1) the expected long-term growth rate of our reporting units' cash flows and (2) the weighted average cost of capital ("WACC"), for each reporting unit.
Current report
The long-term growth rate and WACC assumptions used in our evaluations:
Current report
Long-term growth rate represents our estimate of the long-term growth rate for our industry and the geographic markets we operate in. For the past 10 years, the average historical revenue growth rate of our reporting units and the Average Nominal GDP, or NGDP, growth of the countries comprising the major markets that account for substantially all of our revenue was approximately 3.5% and 5.0%, respectively. We considered this history when determining the long-term growth rates used in our annual impairment test at May 1, 2026. Included in the 10-year history is the full year 2020 that reflected the negative impact of the COVID-19 pandemic on the global economy and our revenue. We believe marketing expenditures over the long term have a high correlation to NGDP, notwithstanding the volatility of inflationary environments. Based on our past performance, we also believe that our growth rate can exceed NGDP growth in the short-term in the markets we operate in, which are similar across our reporting units. Accordingly, for our annual test as of May 1, 2026, we used an estimated long-term growth rate of 3.5%.
Current report
When performing the annual impairment test as of May 1, 2026 and estimating the future cash flows of our reporting units, we considered the current macroeconomic environment, as well as industry and market specific conditions in 2026. There were no events through June 30, 2026 that would change our impairment assessments.
Current report
The WACC is comprised of: (1) a risk-free rate of return, (2) a business risk index ascribed to us and to companies in our industry comparable to our reporting units based on a market derived variable that measures the volatility of the share price of equity securities relative to the volatility of the overall equity market, (3) an equity risk premium that is based on the rate of return on equity of publicly traded companies with business characteristics comparable to our reporting units, and (4) a current after-tax market rate of return on debt of companies with business characteristics similar to our reporting units, each weighted by the relative market value percentages of our equity and debt.
Current report
Our four reporting units vary in size with respect to revenue and the amount of debt allocated to them. These differences drive variations in fair value among our reporting units. In addition, these differences as well as differences in book value, including goodwill, cause variations in the amount by which fair value exceeds book value among the reporting units. The goodwill balances and debt vary by reporting unit primarily because some legacy agency networks were acquired at the formation of Omnicom and were accounted for as a pooling of interests that did not result in any additional debt or goodwill being recorded. The remaining agency networks were built through a combination of internal growth and acquisitions that were accounted for using the acquisition method and as a result, they have a relatively higher amount of goodwill and debt. Finally, the allocation of goodwill when components are transferred between reporting units is based on relative fair value at the time of transfer.
Current report
Based on the results of our impairment test, we concluded that our goodwill as of May 1, 2026 was not impaired, because the fair value of each of our reporting units was in excess of its respective net book value. The minimum decline in fair value that one of our reporting units would need to experience in order to fail the goodwill impairment test was approximately 37%. Notwithstanding our belief that the assumptions we used for WACC and long-term growth rate in our impairment testing were reasonable, we performed a sensitivity analysis for each reporting unit. The results of this sensitivity analysis on our impairment test as of May 1, 2026 revealed that if the WACC increased by 1% and/or the long-term growth rate decreased by 1%, the fair value of each of our reporting units would continue to be in excess of its respective net book value and would pass the impairment test.
Current report
We will continue to perform our impairment test at May 1 each year, unless events or circumstances trigger the need for an interim impairment test. The estimates used in our goodwill impairment test do not constitute forecasts or projections of future results of operations, but rather are estimates and assumptions based on historical results and assessments of macroeconomic factors affecting our reporting units as of the valuation date. We believe that our estimates and assumptions are reasonable, but they are subject to change from period to period. Actual results of operations and other factors will likely differ from the estimates used in our discounted cash flow valuation, and it is possible that differences could be significant. A change in the estimates we use could result in a decline in the estimated fair value of one or more of our reporting units from the amounts derived as of our latest valuation and could cause us to fail our goodwill impairment test if the estimated fair value for the reporting unit is less than the carrying value of the net assets of the reporting unit, including its goodwill. A large decline in estimated fair value of a reporting unit could result in a non-cash impairment charge and may have an adverse effect on our results of operations and financial condition.
Removed paragraphs (5)
Previous report
Worldwide revenue increased across our geographic markets for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, as follows, and was primarily driven by the acquisition of IPG: North America, $1,773.6 million, Latin America, $99.7 million, Europe, $444.0 million, Middle East and Africa, $73.4 million, and Asia-Pacific, $161.8 million.
Previous report
Revenue from Core Operations increased $350.9 million, or 6.7% as compared to the combined Core Operations revenue for the prior-year-period. This was driven by organic growth of 3.9% and a positive impact from foreign exchange rate of $144.2 million, or 2.7%. Revenue from businesses that were either disposed of or classified as held for sale as of March 31, 2026 contributed $627.2 million of revenue in the current period.
Previous report
The effect on EBITA Margin of dispositions and assets held for sale for the three months ended March 31, 2026 was a $627.2 million reduction to revenue and a $27.9 million reduction to EBITA, which resulted in a 1.0% decrease in EBITA Margin.
Previous report
The effect on EBITA Margin of dispositions and assets held for sale for the three months ended March 31, 2026 was a $627.2 million reduction to revenue and a $27.9 million reduction to EBITA, which resulted in a 1.0% decrease in EBITA Margin.
Previous report
Worldwide revenue increased across our geographic markets for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, as follows, and was primarily driven by the acquisition of IPG: North America, $1,773.6 million, Latin America, $99.7 million, Europe, $444.0 million, Middle East and Africa, $73.4 million, and Asia-Pacific, $161.8 million.
Reworded paragraphs (44)
Previous wording
•risks relating to the completed merger (the “Merger”) between us and The Interpublic Group of Companies, Inc. ("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;
Current wording
•risks relating to the Merger, 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;
Previous wording
•other business, financial, operational and legal risks and uncertainties detailed from time to time in our filings with the Securities and Exchange Commission ("SEC").
Current wording
•other business, financial, operational, and legal risks and uncertainties detailed from time to time in our filings with the SEC.
Previous wording
The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that may affect the Company’s business, including those described in Item 1A, “Risk Factors” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 10-K"), and in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report and in other documents filed from time to time with the Securities and Exchange Commission. Except as required under applicable law, we do not assume any obligation to update these forward-looking statements.
Current wording
The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that may affect the Company’s business, including those described in Item 1A, “Risk Factors” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 10-K, and in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report and in other documents filed from time to time with the SEC. Except as required under applicable law, we do not assume any obligation to update these forward-looking statements.
Previous wording
On November 26, 2025 (the "Closing Date"), Omnicom completed its Merger with IPG. Omnicom is the acquirer of IPG under U.S. generally accepted accounting principles ("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).
Current wording
On the Closing Date, Omnicom completed the Merger. 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).
Previous wording
Our clients operate in virtually every sector of the global economy. For the twelve months ended March 31, 2026, our largest client accounted for 2.2% of our revenue, and our 100 largest clients, which represent many of the world’s major marketers, accounted for approximately 52.5% of our revenue. Our clients operate in virtually every sector of the global economy with no one industry representing more than 19% of our revenue for thethree months ended March 31, 2026.
Current wording
Our clients operate in virtually every sector of the global economy. For the twelve months ended June 30, 2026, our largest client accounted for 2.0% of our revenue, and our 100 largest clients, which represent many of the world’s major marketers, accounted for approximately 52.5% of our revenue. Our clients operate in virtually every sector of the global economy with no one industry representing more than 19% of our revenue for the six months ended June 30, 2026.
Previous wording
We analyze revenue growth by reviewing the components and mix of the growth, including growth by principal regional market, connected capabilities and marketing disciplines, the impact from foreign currency exchange rate changes, and growth from our largest clients. Operating expenses primarily consist of cost of services, selling, general and administrative expenses, or SG&A, and depreciation and amortization, and are analyzed for each network by the Chief Operating Decision Maker, who allocates resources accordingly.
Current wording
We analyze revenue growth by reviewing the components and composition of the growth, including growth by principal regional market, connected capabilities and marketing disciplines, the impact from foreign currency exchange rate changes, and growth from our largest clients. Operating expenses primarily consist of cost of services, selling, general and administrative expenses, or SG&A, and depreciation and amortization, and are analyzed for each network by the Chief Operating Decision Maker, who allocates resources accordingly.
Previous wording
Worldwide revenue for the three months ended March 31, 2026 increased $2,552.5 million, or 69.2%, to $6,242.9 million, compared to $3,690.4 million in the prior-year-period. Our performance benefited from the Merger, as the first quarter of 2026 represents the first full quarter of results including IPG following the Closing Date. The year-over-year increase in worldwide revenue reflected worldwide constant currency growth (defined below) of $2,378.3 million, or 64.4% and a favorable impact from foreign exchange rates of $174.2 million, which increased revenue by 4.8%.
Current wording
Worldwide revenue for the three months ended June 30, 2026 increased $2.5 billion, or 63.4%, to $6.6 billion, compared to $4.0 billion in the prior year period. Our performance benefited from the Merger, as the second quarter of 2026 represents the second full quarter of results including IPG following the Closing Date. The year-over-year increase in worldwide revenue reflected worldwide constant currency growth (defined below) of $2,477.9 million, or 61.7%, and a favorable impact from foreign exchange rates of $69.0 million, which increased revenue by 1.7%.
Previous wording
The mix of our revenue did not change substantially as a result of the Merger. Across our disciplines, revenue increased as follows year-over-year: Integrated Media, $1,173.0 million, Advertising, $385.6 million, Public Relations, $286.7 million, Health, $337.5 million, and Experiential & Other, $369.7 million.
Current wording
The components of our revenue did not change substantially because of the Merger. For the three months ended June 30, 2026, revenue increased $2.5 billion across our disciplines as follows year-over-year: Integrated Media, $1.3 billion, Advertising, $367.2 million, Public Relations, $338.9 million, Health, $260.1 million, and Experiential & Other, $320.4 million.
Previous wording
Represents combined Omnicom and IPG revenue for the prior year period. The$6.0 billion is comprised of the Omnicom's reported revenue of$3.7 billion and IPG's reported revenue of$2.3 billion, for the three months March 31, 2025 and is provided for comparative purposes. This information has been prepared for informational purposes only and does not represent pro forma financial information prepared in accordance with Article 11 of Regulation S-X. Accordingly, such information does not purport to represent what the Company’s revenue would have been had the acquisition occurred at an earlier date and should not be considered indicative of future performance.
Current wording
Represents combined Omnicom and IPG revenue for the three and six months ended June 30, 2025. The $6.6 billion and $12.6 billion are comprised of Omnicom's reported revenue of $4.0 billion and $7.7 billion and IPG's reported revenue of $2.5 billion and $4.9 billion, for the three and six months ended June 30, 2025, respectively, and are provided for comparative purposes. This information has been prepared for informational purposes only and does not represent pro forma financial information prepared in accordance with Article 11 of Regulation S-X. Accordingly, such information does not purport to represent what the Company’s revenue would have been had the acquisition occurred at an earlier date and should not be considered indicative of future performance.
Previous wording
Changes in the value of foreign currencies against the U.S. Dollar affect our results of operations and financial position. For the most part, because the revenue and expense of our foreign operations are both denominated in the same local currency, the economic impact on operating margin is minimized. Assuming exchange rates at March 31, 2026 remain unchanged, we expect the changes in foreign exchange rates will positively impact our revenue by 3.0% for the second quarter and positively impact our revenue by 1.0% for the full year.
Current wording
Changes in the value of foreign currencies against the U.S. Dollar affect our results of operations and financial position. For the most part, because the revenue and expense of our foreign operations are both denominated in the same local currency, the economic impact on operating margin is minimized. Assuming exchange rates at July 22, 2026 remain unchanged, we expect the changes in foreign exchange rates will remain flat for the third quarter and positively impact our revenue by 1.0% for the full year.
Previous wording
In the normal course of business, our agencies both gain and lose business from clients each year due to a variety of factors. Under our client-centric approach, we seek to broaden our relationships with all of our clients. Our largest client represented 2.2% and 2.7% of revenue for the twelve months ended March 31, 2026 and 2025, respectively. Our ten largest and 100 largest clients represented 16.4% and 52.5% of revenue for the twelve months ended March 31, 2026, respectively, and 19.1% and 53.6% of revenue for the twelve months ended March 31, 2025, respectively.
Current wording
In the normal course of business, our agencies both gain and lose business from clients each year due to a variety of factors. Under our client-centric approach, we seek to broaden our relationships with all of our clients. Our largest client represented 2.0% and 2.6% of revenue for the twelve months ended June 30, 2026 and 2025, respectively. Our ten largest and 100 largest clients represented 15.3% and 52.5% of revenue for the twelve months ended June 30, 2026, respectively, and 19.0% and 54.1% of revenue for the twelve months ended June 30, 2025, respectively.
Previous wording
For the three months ended March 31, 2026, operating expenses included $4.1 million ($3.1 million after-tax), related to repositioning costs, primarily related to severance actions in connection with the Merger, and $34.3 million ($27.8 million after-tax) of losses on dispositions of certain businesses in connection with the Merger (see Notes 10 and 11 to the unaudited consolidated financial statements). In addition, included in selling, general and administrative expenses for the three months ended March 31, 2026, are integration and acquisition related costs of $59.4 million ($46.7 million after-tax), related to the Merger. The net impact of these items reduced operating income for the three months ended March 31, 2026, by $97.8 million ($77.6 million after-tax), which reduced diluted net income per share - Omnicom Group Inc. by $0.26. Included in selling, general and administrative expenses for the three months ended March 31, 2025 are acquisition related expenses of $33.8 million ($32.7 million after-tax) in connection with the Merger, which reduced diluted net income per share - Omnicom Group Inc. by $0.17.
Current wording
For the three and six months ended June 30, 2026, operating expenses included $47.0 million ($35.3 million after-tax) and $51.1 million ($38.3 million after-tax), respectively, of repositioning costs, primarily related to severance actions in connection with the Merger, and $34.3 million ($27.8 million after-tax) for the six months ended June 30, 2026 of losses on dispositions of certain businesses in connection with the Merger (see Notes 10 and 11 to the unaudited consolidated financial statements). In addition, included in selling, general and administrative expenses for the three and six months ended June 30, 2026, are integration and acquisition related costs of $40.1 million ($38.0 million after-tax) and $99.5 million ($84.8 million after-tax), respectively, related to the Merger. The net impact of these items reduced operating income for the three and six months ended June 30, 2026, by $87.1 million ($73.3 million after-tax) and $184.9 million ($150.9 million after-tax), respectively, which reduced diluted net income per share - Omnicom Group Inc. by $0.26 and $0.52, respectively.
Previous wording
EBITA is defined as earnings before interest, income taxes and amortization of acquired intangible assets and internally developed strategic platform assets. 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 effect of after-tax amortization of acquired intangible assets and internally developed strategic platform assets decreased diluted net income per share by $0.29 and $0.08 for the three months ended March 31, 2026 and 2025, respectively.
Current wording
EBITA is defined as earnings before interest, taxes, and amortization, principally of acquired intangible assets and internally developed strategic platform assets. 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 effect of after-tax amortization of acquired intangible assets and internally developed strategic platform assets decreased diluted net income per share by $0.31 and $0.08 for the three months ended June 30, 2026 and 2025, respectively, and $0.60 and $0.15 for the six months ended June 30, 2026 and 2025, respectively.
Previous wording
For the three months ended March 31, 2026, operating expenses included $4.1 million ($3.1 million after-tax), related to repositioning costs, primarily related to severance actions in connection with the Merger, and $34.3 million ($27.8 million after-tax) of losses on dispositions of certain businesses in connection with the Merger (see Notes 10 and 11 to the unaudited consolidated financial statements). In addition, included in selling, general and administrative expenses for the three months ended March 31, 2026, are integration and acquisition related costs of $59.4 million ($46.7 million after-tax), related to the Merger. The net impact of these items reduced operating income for the three months ended March 31, 2026, by $97.8 million ($77.6 million after-tax), which reduced diluted net income per share - Omnicom Group Inc. by $0.26. Included in selling, general and administrative expenses for the three months ended March 31, 2025 are acquisition related expenses of $33.8 million ($32.7 million after-tax) in connection with the Merger, which reduced diluted net income per share - Omnicom Group Inc. by $0.17.
Current wording
For the three and six months ended June 30, 2026, operating expenses included $47.0 million ($35.3 million after-tax) and $51.1 million ($38.3 million after-tax), respectively, of repositioning costs, primarily related to severance actions in connection with the Merger and $34.3 million ($27.8 million after-tax) for the six months ended June 30, 2026 of losses on dispositions of certain businesses in connection with the Merger (see Notes 10 and 11 to the unaudited consolidated financial statements). In addition, included in selling, general and administrative expenses for the three and six months ended June 30, 2026, are integration and acquisition related costs of $40.1 million ($38.0 million after-tax) and $99.5 million ($84.8 million after-tax), respectively, related to the Merger. The net impact of these items reduced operating income for the three and six months ended June 30, 2026, by $87.1 million ($73.3 million after-tax) and $184.9 million ($150.9 million after-tax), respectively, which reduced diluted net income per share - Omnicom Group Inc. by $0.26 and $0.52, respectively.
Previous wording
EBITA is defined as earnings before interest, income taxes and amortization of acquired intangible assets and internally developed strategic platform assets. 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 effect of after-tax amortization of acquired intangible assets and internally developed strategic platform assets decreased diluted net income per share by $0.29 and $0.08 for the three months ended March 31, 2026 and 2025, respectively.
Current wording
EBITA is defined as earnings before interest, taxes, and amortization, principally of acquired intangible assets and internally developed strategic platform assets. 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 effect of after-tax amortization of acquired intangible assets and internally developed strategic platform assets decreased diluted net income per share by $0.31 and $0.08 for the three months ended June 30, 2026 and 2025, respectively, and $0.60 and $0.15 for the six months ended June 30, 2026 and 2025, respectively.
Previous wording
The mix of our revenue did not change substantially as a result of the Merger. Across our disciplines, revenue increased as follows year-over-year: Integrated Media, $1,173.0 million, Advertising, $385.6 million, Public Relations, $286.7 million, Health, $337.5 million, and Experiential & Other, $369.7 million. Constant currency growth was $2,378.4 million, or 64.4%, compared to the prior year period. Changes in foreign currency exchange rates period-over-period increased revenue $174.2 million, or 4.7%. The increase in revenue from foreign exchange translation was primarily related to the strengthening of most currencies, including the Euro, British Pound and Australian Dollar, against the U.S. Dollar.
Current wording
The components of our revenue did not change substantially because of the Merger. For the three months ended June 30, 2026, revenue increased $2.5 billion across our disciplines as follows year-over-year: Integrated Media, $1.3 billion, Advertising, $367.2 million, Public Relations, $338.9 million, Health, $260.1 million, and Experiential & Other, $320.4 million. Constant currency growth was $2.5 billion, or 61.7%, compared to the prior-year period. Changes in foreign currency exchange rates period-over-period increased revenue $69.0 million, or 1.7%. The increase in revenue from foreign exchange translation was primarily related to the strengthening of most currencies, including the Euro, Australian Dollar. Brazilian Real and Mexican Peso, against the U.S. Dollar.
Previous wording
In North America, constant currency growth period-over-period for the three months ended March 31, 2026 was primarily driven by strong performance in the United States. The mix of our business increased in North America as a result of the Merger.
Current wording
In North America, constant currency growth period-over-period for the three and six months ended June 30, 2026 was primarily driven by the merger and a strong performance in the United States. North America's share of our revenue increased because of the Merger.
Previous wording
In Latin America, constant currency growth for the three months ended March 31, 2026, compared to the prior year periods, was led by our Integrated Media discipline, including from the impact of the IPG acquisition. Growth was across countries in the region. Foreign currency exchange rate changes increased revenue in the three months ended March 31, 2026 compared to the same period in 2025, primarily as a result of the strengthening of the Mexican Peso, Brazilian Real and Columbian Peso, against the U.S. Dollar period-over-period.
Current wording
In Latin America, constant currency growth for the three and six months ended June 30, 2026, compared to the prior year periods, was led by our Integrated Media and Advertising disciplines, including from the impact of the IPG acquisition. Growth was across all countries in the region. Foreign currency exchange rate changes increased revenue in the three and six months ended June 30, 2026 compared to the same periods in 2025, primarily as a result of the strengthening of the Brazilian Real, Mexican Peso and Colombian Peso against the U.S. Dollar period-over-period.
Previous wording
In Europe, compared to the prior year periods, constant currency growth for the three months ended March 31, 2026 was primarily due to the acquisition of IPG. Foreign currency exchange rate changes increased revenue for the three months ended March 31, 2026, primarily as a result of the strengthening of the Euro and the British Pound against the U.S. Dollar period-over-period. The mix of our business in EMEA has decreased as a result of the Merger.
Current wording
In Europe, compared to the prior year periods, constant currency growth for the three and six months ended June 30, 2026 was primarily due to the acquisition of IPG. Foreign currency exchange rate changes increased revenue for the three and six months ended June 30, 2026, primarily as a result of the strengthening of the Euro and the British Pound against the U.S. Dollar period-over-period. EMEA's share of our revenue decreased because of the Merger.
Previous wording
In the U.K., for the three months ended March 31, 2026, constant currency growth period-over-period was 36.9%. The mix of our business in the U.K. was 9.3%, for the three months ended March 31, 2026 and 10.7%, for the three months ended March 31, 2025 as a result of the Merger.
Current wording
In the U.K., for the three and six months ended June 30, 2026, constant currency growth period-over-period was 40.9% and 39.1%, respectively, primarily due to the Merger. The mix of our business in the U.K. was 9.4% and 9.3%, for the three and six months ended June 30, 2026, respectively, and 10.8% for both the three and six months ended June 30, 2025.
Previous wording
In Continental Europe, which includes the Euro Zone and the other European countries, constant currency growth was 29.2%. Foreign currency exchange rate changes increased revenue 13.9% for the three months ended March 31, 2026, primarily as a result of the strengthening of the Euro against the U.S. Dollar period-over-period.
Current wording
In Continental Europe, which includes the Euro Zone and the other European countries, constant currency growth was 14.8% and 14.3% for the three and six months ended June 30, 2026, respectively, primarily due to the merger. Foreign currency exchange rate changes increased revenue 3.6% and 8.3% for the three and six months ended June 30, 2026, respectively, primarily as a result of the strengthening of the Euro against the U.S. Dollar period-over-period.
Previous wording
In the Middle East and Africa, for the three months ended March 31, 2026, constant currency growth was 94.0%, primarily due to growth across all countries in the region.
Current wording
In the Middle East and Africa, constant currency growth was 101.3% and 97.6% for the three and six months ended June 30, 2026, respectively, primarily due to the merger and growth in substantially all countries in the region.
Previous wording
In Asia-Pacific, constant currency growth increased for the three months ended March 31, 2026, with strong performance in all markets in the region. Foreign currency exchange rate changes increased revenue 4.7% for the three months ended March 31, 2026, primarily as a result of the strengthening of most currencies against the U.S. Dollar, including the Australian Dollar. The mix of our business in Asia-Pacific decreased as a result of the Merger.
Current wording
In Asia-Pacific, constant currency growth increased for the three and six months ended June 30, 2026, primarily due to the merger and a strong performance in all markets in the region. Foreign currency exchange rate changes increased revenue 1.7% and 3.1% for the three and six months ended June 30, 2026, respectively, primarily as a result of the strengthening of most currencies against the U.S. Dollar, including the Australian Dollar and Chinese Renminbi, partially offset by the weakening of the Japanese Yen against the U.S. Dollar. Asia-Pacific's share of our revenue decreased because of the Merger.
Previous wording
We measure cost of services in two distinct categories: salary and service costs and occupancy and other costs. As a service business, salary and service costs make up a significant portion of our operating expenses and substantially all these costs comprise the essential components directly linked to the delivery of our services. Salary and service costs include employee compensation and benefits, freelance labor, third-party service costs, and third-party incidental costs. Third-party service costs include vendor costs when we act as principal in providing services to our clients. Third-party incidental costs that are required to be included in revenue primarily consist of client-related travel and incidental out-of-pocket costs that are billed back to the client directly at our cost. Occupancy and other costs consist of the indirect costs related to the delivery of our services, including office rent and other occupancy costs, equipment rent, technology costs, general office expenses and other expenses. Adverse and beneficial fluctuations in foreign currency exchange rates from period to period impact our results of operations and financial condition when we translate our financial statements from local foreign currency exchange rates to the U.S. Dollar. However, substantially all of our foreign operations transact business in their local currency, mitigating the impact of changes in foreign currency exchange rates on our operating margin percentage. As a result, the changes in our operating expenses period-over-period from foreign currency translation were in line with the percentage impact from changes in foreign currencies on revenue for the three months ended March 31, 2026.
Current wording
We measure cost of services in two distinct categories: salary and service costs and occupancy and other costs. As a service business, salary and service costs make up a significant portion of our operating expenses and substantially all these costs comprise the essential components directly linked to the delivery of our services. Salary and service costs include employee compensation and benefits, freelance labor, third-party service costs, and third-party incidental costs. Third-party service costs include vendor costs when we act as principal in providing services to our clients. Third-party incidental costs that are required to be included in revenue primarily consist of client-related travel and incidental out-of-pocket costs that are billed back to the client directly at our cost. Occupancy and other costs consist of the indirect costs related to the delivery of our services, including office rent and other occupancy costs, equipment rent, technology costs, general office expenses and other expenses. Adverse and beneficial fluctuations in foreign currency exchange rates from period to period impact our results of operations and financial condition when we translate our financial statements from local foreign currency exchange rates to the U.S. Dollar. However, substantially all of our foreign operations transact business in their local currency, mitigating the impact of changes in foreign currency exchange rates on our operating margin percentage. As a result, the changes in our operating expenses period-over-period from foreign currency translation were in line with the percentage impact from changes in foreign currencies on revenue for the three and six months ended June 30, 2026.
Previous wording
Operating expenses for the three months ended March 31, 2026 increased $2,358.9 million, or 72.9%, to $5,596.7 million compared to the prior year, primarily due to the acquisition of IPG. Included in operating expenses for the three months ended March 31, 2026 are $4.1 million, primarily for severance and other repositioning costs, as well as $34.3 million of charges to reflect the businesses to be disposed at their estimated net realizable value. In addition, we incurred integration costs related to the acquisition of IPG of $59.4 million, which are included in selling, general and administrative expenses (see Note 5 to the consolidated financial statements). Included in selling, general and administrative expenses for the three months ended March 31, 2025 are acquisition related costs of $33.8 million ($32.7 million after-tax), related to the Merger.
Current wording
Operating expenses for the three months ended June 30, 2026 increased $2.1 billion, or 57.7%, to $5.6 billion compared to the prior year period, primarily due to the acquisition of IPG. Included in operating expenses for the three months ended June 30, 2026 are $47.0 million ($35.3 million after-tax) of repositioning costs, primarily for severance and other repositioning costs. In addition, we incurred integration costs related to the acquisition of IPG of $40.1 million ($38.0 million after-tax), which are included in selling, general and administrative expenses (see Note 5 to the consolidated financial statements). Included in selling, general and administrative expenses for the three months ended June 30, 2025 are acquisition related costs of $66.0 million ($61.6 million after-tax) related to the Merger (see Note 1 to the consolidated financial statements). Included in operating expenses for the three months ended June 30, 2025 are $88.8 million ($67.2 million after-tax) of repositioning costs, primarily related to severance actions related to efficiency initiatives, primarily within the Omnicom Advertising Group and the Omnicom Production Group (see Note 10 to the consolidated financial statements).
Previous wording
Salary and service costs for the three months ended March 31, 2026 increased $1,893.3 million, or 68.9%, to $4,639.6 million, compared to the prior year period. Salary and related costs for the three months ended March 31, 2026 increased $1,281.1 million, or 72.0%, to $3,061.6 million, primarily due to our acquisition of IPG. As a percentage of revenue, salary and related costs were relatively flat compared to the prior year period. We expect these costs to be in-line as a percentage of revenue year-over-year as we realize operational efficiencies and advance the integration of our operations with IPG. Third-party service costs for the three months ended March 31, 2026 increased $568.9 million, or 71.4%, to $1,365.7 million, primarily as a result of the IPG acquisition, as well as constant currency impacts in our Integrated Media discipline. Third-party incidental costs for the three months ended March 31, 2026 increased $43.3 million, or 25.6%, to $212.3 million, primarily due to revenue growth and our acquisition of IPG.
Current wording
Salary and service costs for the three months ended June 30, 2026 increased $1.8 billion, or 60.7%, to $4.7 billion, compared to the prior-year period. Salary and related costs for the three months ended June 30, 2026 increased $1.1 billion, or 62.3%, to $3.0 billion, primarily due to our acquisition of IPG. As a percentage of revenue, salary and related costs were relatively flat compared to the prior year period. We expect these costs to be in-line as a percentage of revenue year-over-year as we realize operational efficiencies and advance the integration of our operations with IPG. Third-party service costs for the three months ended June 30, 2026 increased $604.0 million, or 65.8%, to $1.5 billion, primarily as a result of the IPG acquisition, as well as constant currency growth in our Integrated Media discipline. Third-party incidental costs for the three months ended June 30, 2026 increased $37.9 million, or 20.3%, to $224.3 million, primarily due to revenue growth and our acquisition of IPG.
Previous wording
Occupancy and other costs for the three months ended March 31, 2026, which are less directly linked to changes in revenue than salary and service costs, increased by $212.7 million, or 67.6%, to $527.3 million due to the additional real estate footprint from the IPG acquisition. As a percentage of revenue, occupancy and other costs were relatively flat compared to the prior year period.
Current wording
Occupancy and other costs for the three and six months ended June 30, 2026, which are less directly linked to changes in revenue than salary and service costs, increased by $178.5 million, or 54.8%, to $504.4 million and increased by $391.2 million, or 61.1%, to $1.0 billion, respectively, primarily due to the additional real estate footprint from the IPG acquisition. As a percentage of revenue, occupancy and other costs were relatively flat compared to the prior year period.
Previous wording
SG&A expenses increased for the three months ended March 31, 2026 by $106.6 million, compared to the same period in 2025, primarily due to the acquisition of IPG, including integration and acquisition related costs in connection with the acquisition of IPG of $59.4 million ($46.7 million after-tax) and $33.8 million ($32.7 million after-tax), in the three months ended March 31, 2026 and March 31, 2025, respectively (see Note 1 to the unaudited consolidated financial statements).
Current wording
SG&A expenses increased by $38.6 million and $145.2 million for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025, primarily due to the acquisition of IPG. SG&A expenses included integration and acquisition-related costs of $40.1 million ($38.0 million after-tax) and acquisition-related costs of $66.0 million ($61.6 million after-tax) for the three months ended June 30, 2026 and June 30, 2025, respectively. SG&A expenses included integration and acquisition-related costs of $99.5 million ($84.8 million after-tax) and acquisition-related costs of $99.8 million ($94.3 million after-tax) for the six months ended June 30, 2026 and June 30, 2025, respectively (see Note 1 of the unaudited consolidated financial statements).
Previous wording
Operating income for the three months ended March 31, 2026 increased $193.6 million to $646.2 million, and operating margin decreased to 10.4% from 12.3% compared to the same period in 2025. Amortization expense for the three months ended March 31, 2026 increased by $95.6 million to $117.4 million, primarily related to the Merger, which decreased operating income and margin. EBITA for the three months ended March 31, 2026 increased $289.2 million to $763.6 million, and EBITA margin decreased to 12.2% from 12.9%. Integration and acquisition related costs related to the Merger and severance and other repositioning costs recorded in the first quarter of 2026 (see Notes 1 and 10 to the unaudited financial statements) reduced both operating income and EBITA by $97.8 million, and reduced both operating margin and EBITA margin by 1.5%. Acquisition related costs recorded in the first quarter of 2025 reduced both operating income and EBITA by $33.8 million, and reduced both operating margin and EBITA margin by 0.9%. The effect on EBITA margin for assets held for sale or disposition for the three months ended March 31, 2026 and 2025 was 1.0% and 0.8%, respectively.
Current wording
Operating income for the three months ended June 30, 2026 increased $483.3 million to $922.5 million, and operating margin increased to 14.1% from 10.9% compared to the same period in 2025 due to factors discussed above. Amortization expense for the three months ended June 30, 2026 increased by $97.9 million to $117.7 million, primarily related to the Merger, which decreased operating income and margin. EBITA for the three months ended June 30, 2026 increased $581.2 million to $1,040.2 million, and EBITA margin increased to 15.9% from 11.4%. Integration and acquisition related costs related to the Merger and severance and other repositioning costs recorded in the second quarter of 2026 (see Notes 1 and 10 to the consolidated financial statements) reduced both operating income and EBITA by $87.1 million, and reduced both operating margin and EBITA margin by 1.3%. Acquisition related costs and repositioning costs recorded in the second quarter of 2025 reduced both operating income and EBITA by $154.8 million, and reduced both operating margin and EBITA margin by 3.9%. The effect on EBITA margin for assets held for sale or disposition for the three months ended June 30, 2026 and 2025 was 0.6% and 0.5%, respectively.
Previous wording
Net interest expense for the three months ended March 31, 2026 increased $42.6 million period-over-period to $72.0 million. Interest expense on debt for the three months ended March 31, 2026 increased $57.7 million period-over-period to $113.8 million, due to higher average long-term debt balances resulting primarily from the assumption of IPG’s long-term debt following the merger, as well as refinancing activities completed during the first quarter of 2026, which resulted in approximately $1 billion of incremental long-term debt. Interest income in the three months ended March 31, 2026 increased $17.3 million to $47.0 million, primarily due to higher average cash balances.
Current wording
Net interest expense for the three months ended June 30, 2026 increased $52.6 million period-over-period to $93.3 million. Interest expense on debt for the three months ended June 30, 2026 increased $61.3 million period-over-period to $120.1 million, due to higher average long-term debt balances resulting primarily from the assumption of IPG’s long-term debt following the Merger, as well as refinancing activities completed during the first quarter of 2026, which resulted in approximately $1 billion of incremental long-term debt. Interest income in the three months ended June 30, 2026 increased $8.0 million to $29.9 million, primarily due to higher average cash balances.
Previous wording
Our effective tax rate for the three months ended March 31, 2026 decreased period-over-period to 26.9% from 28.5%, primarily due to the non-deductibility of certain integration and acquisition related costs in connection with the Merger that impacted the effective tax rate in 2025. The effective tax rate for 2026 reflects the impact of the lower tax benefit associated with severance and repositioning charges and IPG acquisition related costs.
Current wording
Our effective tax rate for the six months ended June 30, 2026 decreased period-over-period to 27.0% from 29.4%, primarily due to the non-deductibility of certain integration and acquisition related costs in connection with the Merger that negatively impacted the effective tax rate in 2025. The effective tax rates for 2026 and 2025 reflect the impact of the lower tax benefit associated with severance and repositioning charges and IPG acquisition related costs.
Previous wording
On July 4, 2025, the One Big Beautiful Bill Act was signed into law in the U.S., which contains a broad range of tax reform provisions affecting businesses. The legislation does not have a material impact on our financial statements.
Current wording
On July 4, 2025, the One Big Beautiful Bill Act was signed into law in the United States, which contains a broad range of tax reform provisions affecting businesses. The legislation does not have a material impact on our financial statements.
Previous wording
Net income - Omnicom Group Inc. in the three months ended March 31, 2026 increased $117.5 million to $405.2 million from $287.7 million. The period-over-period increase is due to the Merger with IPG and the factors described above. Diluted net income per share - Omnicom Group Inc. decreased to $1.35 in the three months ended March 31, 2026, from $1.45 in the three months ended March 31, 2025, based on the factors described above and the Merger with IPG, offset by the impact of the increase in our weighted average shares of common stock outstanding due to the issuance of shares for the IPG acquisition. For the three months ended March 31, 2026, the impact of integration and acquisition related costs and severance and other repositioning costs (see Notes 1 and 10 to the unaudited consolidated financial statements) reduced net income - Omnicom Group Inc. by $77.6 million and diluted net income per share - Omnicom Group Inc. by $0.26. For the three months ended March 31, 2025, acquisition related costs reduced net income - Omnicom Group Inc. by $32.7 million and diluted net income per share - Omnicom Group Inc. by $0.17.
Current wording
Net income - Omnicom Group Inc. in the three months ended June 30, 2026 increased $327.2 million to $584.8 million from $257.6 million. The period-over-period increase is due to the Merger and the factors described above. Diluted net income per share - Omnicom Group Inc. increased to $2.08 in the three months ended June 30, 2026, from $1.31 in the three months ended June 30, 2025, based on the factors described above. This was impacted by the increase in our weighted average shares of common stock outstanding due to the issuance of shares for the IPG acquisition, partially offset by net share repurchases, including shares purchased pursuant to the accelerated stock repurchase agreement. For the three months ended June 30, 2026, the impact of integration and acquisition related costs and severance and other repositioning costs (see Notes 1 and 10 to the unaudited consolidated financial statements) reduced net income - Omnicom Group Inc. by $73.3 million and diluted net income per share - Omnicom Group Inc. by $0.26. For the three months ended June 30, 2025, acquisition related costs and repositioning costs reduced net income - Omnicom Group Inc. by $128.8 million and diluted net income per share - Omnicom Group Inc. by $0.66.
Previous wording
The effect of after-tax amortization principally from acquired intangible assets and internally developed strategic platform assets decreased diluted net income per share by $0.29 for the three months ended March 31, 2026 and $0.08 for the three months ended March 31, 2025.
Current wording
The effect of after-tax amortization, principally from acquired intangible assets and internally developed strategic platform assets, decreased diluted net income per share by $0.31 and $0.08 for the three months ended June 30, 2026 and 2025, respectively, and $0.60 and $0.15 for the six months ended June 30, 2026 and 2025, respectively.
Previous wording
The primary sources of our short-term liquidity are net cash provided by operating activities and cash and cash equivalents. Additional liquidity sources include our $3.5 billion unsecured multi-currency revolving credit facility, or Credit Facility, terminating on November 26, 2030, the ability to issue up to $3 billion of U.S. Dollar denominated commercial paper and issue up to the equivalent of $500 million in British Pounds or Euro under a Euro commercial paper program, and access to the capital markets. In addition, certain of our international subsidiaries have uncommitted credit lines that are guaranteed by Omnicom, aggregating $1.1 billion. Our liquidity sources fund our non-discretionary cash requirements and our discretionary spending.
Current wording
The primary sources of our short-term liquidity are net cash provided by operating activities and cash and cash equivalents. Additional liquidity sources include our $3.5 billion unsecured multi-currency revolving Credit Facility, terminating on November 26, 2030, the ability to issue up to $3 billion of U.S. Dollar denominated commercial paper and issue up to the equivalent of $500 million in British Pounds or Euro under a Euro commercial paper program, and access to the capital markets. In addition, certain of our subsidiaries have uncommitted credit lines that are guaranteed by Omnicom, aggregating $0.9 billion. Our liquidity sources fund our non-discretionary cash requirements and our discretionary spending.
Previous wording
Cash and cash equivalents decreased $2,593.0 million from December 31, 2025. During the first three months of 2026, we used $553.2 million of cash in operating activities, which included the use for operating capital of $1.2 billion, primarily related to our typical working capital cycle. Discretionary spending for the first three months of 2026 was $3.1 billion, compared to $253.7 million for the first three months of 2025. Discretionary spending for the first three months of 2026 was comprised of capital expenditures of $61.2 million, dividends paid to common shareholders of $251.7 million, dividends paid to shareholders of noncontrolling interests of $12.1 million, repurchases of our common stock, including shares purchased pursuant to the accelerated stock repurchase program, of $2,761.8 million, net of proceeds from vesting of restricted stock awards and related tax benefits. The acquisition of additional shares of noncontrolling interests and payment of contingent purchase price obligations was $16.3 million. Based on past performance and current expectations, we believe that net cash provided by operating activities and cash and cash equivalents will be sufficient to meet our non-discretionary cash requirements for the next twelve months. In addition, and over the longer term, our Credit Facility and access to capital markets are available to fund our working capital, contractual obligations and discretionary spending, including share repurchases.
Current wording
Cash and cash equivalents decreased $3.5 billion from December 31, 2025. During the first six months of 2026, we used $932.4 million of cash in operating activities, which included the use for operating capital of $2.4 billion, primarily related to our typical working capital cycle. Discretionary spending for the first six months of 2026 was $3.6 billion, compared to $641.6 million for the first six months of 2025. Discretionary spending for the first six months of 2026 was comprised of capital expenditures of $115.1 million, dividends paid to common shareholders of $481.5 million, dividends paid to shareholders of noncontrolling interests of $33.5 million, repurchases of our common stock, including shares purchased pursuant to the accelerated stock repurchase program, of $2,962.3 million, net of proceeds from vesting of restricted stock awards and related tax benefits. The acquisition of additional shares of noncontrolling interests and payment of contingent purchase price obligations was $45.4 million. Based on past performance and current expectations, we believe that net cash provided by operating activities and cash and cash equivalents will be sufficient to meet our non-discretionary cash requirements for the next twelve months. In addition, and over the longer term, our Credit Facility and access to capital markets are available to fund our working capital, contractual obligations and discretionary spending, including share repurchases.
Previous wording
At March 31, 2026, our foreign subsidiaries held approximately $2.5 billion of our total cash and cash equivalents of $4.3 billion. Substantially all of the cash is available to us, net of any foreign withholding taxes payable upon repatriation to the United States.
Current wording
At June 30, 2026, our foreign subsidiaries held approximately $2.1 billion of our total cash and cash equivalents of $3.3 billion. Substantially all of the cash is available to us, net of any foreign withholding taxes payable upon repatriation to the United States.
Previous wording
As of March 31, 2026, our net debt position, which we define as total debt, including short-term debt, less cash and cash equivalents, increased $3.5 billion to $5.8 billion from December 31, 2025. The increase in net debt primarily resulted from the issuance of our $400 million aggregate principal amount of 4.200% Senior Notes due 2029, $700 million aggregate principal amount of 5.000% Senior Notes due 2033 and $600 million aggregate principal amount of 5.300% Senior Notes due 2036, as well as the issuance of our €600 million aggregate principal amount of 3.850% Senior Notes due 2034. We used some of the proceeds to pay down our $1.4 billion 3.600% Senior Notes due 2026. Net debt was also impacted by the use of cash of $553.2 million for operating activities, which included the use for operating capital of $1.2 billion, primarily related to our typical working capital requirements during the period and other non-discretionary and discretionary spending of $3.1 billion, as discussed above.
Current wording
As of June 30, 2026, our net debt position, which we define as total debt, including short-term debt, less cash and cash equivalents, increased $4.4 billion to $6.7 billion from December 31, 2025. The increase in net debt primarily resulted from the issuance of our $400 million aggregate principal amount of 4.200% Senior Notes due 2029, $700 million aggregate principal amount of 5.000% Senior Notes due 2033 and $600 million aggregate principal amount of 5.300% Senior Notes due 2036, as well as the issuance of our €600 million aggregate principal amount of 3.850% Senior Notes due 2034. We used some of the proceeds to pay down our $1.4 billion 3.600% Senior Notes due 2026. Net debt was also impacted by the use of cash of $932.4 million for operating activities, which included the use for operating capital of $2.4 billion, primarily related to our typical working capital requirements during the period and other non-discretionary and discretionary spending of $3.6 billion, as discussed above.
Previous wording
On March 2, 2026, Omnicom closed its public offering of $400 million aggregate principal amount of 4.200% Senior Notes due 2029, $700 million aggregate principal amount of 5.000% Senior Notes due 2033 and $600 million aggregate principal amount of 5.300% Senior Notes due 2036. In addition, on March 2, 2026, Omnicom Finance Holdings plc ("OFH"), a U.K.-based wholly owned subsidiary of Omnicom, closed its public offering of €600 million aggregate principal amount of 3.850% Senior Notes due 2034, which notes are fully and unconditionally guaranteed by Omnicom. Omnicom used a portion of the net proceeds to repay its
Current wording
On March 2, 2026, Omnicom closed its public offering of $400 million aggregate principal amount of 4.200% Senior Notes due 2029, $700 million aggregate principal amount of 5.000% Senior Notes due 2033 and $600 million aggregate principal amount of 5.300% Senior Notes due 2036. In addition, on March 2, 2026, OFH, a U.K.-based wholly owned subsidiary of Omnicom, closed its public offering of €600 million aggregate principal amount of 3.850% Senior Notes due 2034, which notes are fully and unconditionally guaranteed by Omnicom. Omnicom used a portion of the net proceeds to repay its $1.4 billion 3.600% Senior Notes due 2026, which were fully redeemed at par on March 13, 2026. Omnicom intends to use the remaining proceeds for general corporate purposes.
Previous wording
Omnicom fully and unconditionally guaranteed the obligations of OFH with respect to the €500 million 0.800% Senior Notes due 2027, the €500 million 1.400% Senior Notes due 2031, the €600 million 3.700% Senior Notes due 2032, and the €600 million 3.850% Senior Notes due 2034 (collectively the "Euro Notes"). OFH’s assets consist of its investments in several wholly owned finance companies that function as treasury centers, providing funding for various operating companies in Europe, Australia, and other countries in the Asia-Pacific region. The finance companies’ assets consist of cash and cash equivalents and intercompany loans that they make or have made to the operating companies in their respective regions and the related interest receivable. There are no restrictions on the ability of Omnicom or OFH to obtain funds from their subsidiaries through dividends, loans, or advances. The Euro Notes and the related guarantees are senior unsecured obligations that rank equal in right of payment with all existing and future unsecured senior indebtedness of OFH and Omnicom, respectively.
Current wording
Omnicom has fully and unconditionally guaranteed the obligations of OFH with respect to the Euro Notes. OFH’s assets consist of its investments in several wholly owned finance companies that function as treasury centers, providing funding for various operating companies in Europe, Australia, and other countries in the Asia-Pacific region. The finance companies’ assets consist of cash and cash equivalents and intercompany loans that they make or have made to the operating companies in their respective regions and the related interest receivable. There are no restrictions on the ability of Omnicom or OFH to obtain funds from their subsidiaries through dividends, loans, or advances. The Euro Notes and the related guarantees are senior unsecured obligations that rank equal in right of payment with all existing and future unsecured senior indebtedness of OFH and Omnicom, respectively.
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Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
Worldwide revenue for the six months ended June 30, 2026 increased $5.1 billion, or 66.2%, to $12.8 billion, compared to $7.7 billion in the prior year period. Our performance benefited from the Merger. The year-over-year increase in worldwide revenue reflected worldwide constant currency growth (defined below) of $4,856.2 million, or 63.0%, and a favorable impact from foreign exchange rates of $243.2 million, which increased revenue by 3.2%.
Current report — wording carried from elsewhere
Salary and service costs for the six months ended June 30, 2026 increased $3.7 billion, or 64.7%, to $9.4 billion, compared to the prior-year period. Salary and related costs for the six months ended June 30, 2026 increased $2.4 billion, or 67.1%, to $6.0 billion, primarily due to our acquisition of IPG. As a percentage of revenue, salary and related costs were relatively flat compared to the prior year period. We expect these costs to be in-line as a percentage of revenue year-over-year as we realize operational efficiencies and advance the integration of our operations with IPG. Third-party service costs for the six months ended June 30, 2026 increased $1.2 billion, or 68.4%, to $2.9 billion, primarily as a result of the IPG acquisition, as well as constant currency growth in our Integrated Media discipline. Third-party incidental costs for the six months ended June 30, 2026 increased $81.2 million, or 22.8%, to $436.6 million, primarily due to revenue growth and our acquisition of IPG.
Current report — wording carried from elsewhere
Net interest expense for the six months ended June 30, 2026 increased $95.2 million period-over-period to $165.3 million. Interest expense on debt for the six months ended June 30, 2026 increased $119.0 million period-over-period to $233.9 million, due to higher average long-term debt balances resulting primarily from the assumption of IPG’s long-term debt following the Merger, as well as refinancing activities completed during the first quarter of 2026, which resulted in approximately $1 billion of incremental long-term debt. Interest income in the six months ended June 30, 2026 increased $25.3 million to $76.9 million, primarily due to higher average cash balances.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
$1.4 billion 3.600% Senior Notes due 2026, which were fully redeemed at par on March 31, 2026. Omnicom intends to use the remaining proceeds for general corporate purposes.