AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 3/6 · 18/10/2026
Moat44
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 2/4 · Repeated effectiveness recognition and 2025 organic growth support differentiated expertise and reputation. Competitive account losses and easy contract termination limit the strength of the advantage.
durability · 2/4 · Top effectiveness recognition in three of four years demonstrates some persistence. Talent dependence and short contracts make continued performance necessary; enduring Omni or merger benefits are unproven.
customer dependency · 1/4 · Substantially all contracts permit penalty-free cancellation on typically 90 days' notice, and most run for one year or less. Multiyear obligations provide a limited counterweight without demonstrating broad customer lock-in.
erosion resilience · 2/4 · Repeated recognition and positive organic growth show an ability to remain relevant. AI substitution and merger integration remain material potential erosion channels; the disclosures do not establish realized AI displacement.
Pricing power—
Insufficient evidence for every rubric criterion; no category score is inferred.
realized pricing · — · Negotiated fee, commission and incentive structures are disclosed, but observed fee increases, concessions or comparable pricing outcomes are not. Organic growth and margins cannot isolate realized pricing.
retention · 2/4 · Positive organic growth and multiyear performance obligations indirectly support ongoing demand, balanced against actual account losses and short cancellation rights. This assesses indirect operating evidence, not a measured retention rate.
margin resilience · 2/4 · Reported operating margin improved from 14.3% in 2023 to 14.5% in 2024, but fell to 2.6% in 2025 amid substantial merger-related charges. First-quarter 2026 deterioration and second-quarter improvement provide mixed evidence. Adjusted results and merger comparability prevent attributing resilience to pricing alone.
contractual freedom · 1/4 · Prices and incentives are negotiated under client contracts, with no disclosed unilateral repricing right. Short, penalty-free cancellation and assumed pricing risk in principal media arrangements indicate fragile contractual pricing control.
Predictability93
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 75.00
- Revenue growth volatility (pp)
- 3.83
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 3.35
Financial strength—
Missing required inputs: netDebtEbitGrade. Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 66.46
- interestCoverageGrade
- 6.26
- currentRatioGrade
- 14.39
- Debt / FCF (x)
- 3.35
- Interest coverage (x)
- 1.69
- Current ratio (x)
- 0.93
Capital allocation—
Missing required inputs: operatingReturn. Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year average dilution (%)
- -0.06
- 3-year average SBC / revenue (%)
- 0.58
- cashConversionGrade
- 0.00
Management56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Management executed and settled the approximately $2.5 billion accelerated repurchase while remaining covenant compliant. However, first-half operating cash use and the $4.4 billion increase in net debt constrain the assessment. Seasonal working capital explains part of the cash use; neither repurchase value creation nor merger returns are established.
incentive alignment · 2/4 · The actual CEO salary reduction and option grant tie compensation value to the share price, supported by ownership guidelines. Monthly service vesting, option asymmetry and a 50% qualitative weighting for other eligible executives temper alignment. Scheduled vesting is not treated as completed vesting, and guidelines do not prove actual ownership compliance.
execution · 2/4 · The completed acquisition, positive 2025 organic growth and repeated effectiveness awards demonstrate delivery. Large 2025 charges and mixed 2026 margin outcomes limit a stronger assessment; integration returns remain unproven. Client-service execution is assessed partly through indirect operating evidence.
governance · 3/4 · Disclosed shareholder rights, independent committees, six independent-director sessions and 98% meeting attendance demonstrate substantive governance practices. Combined chairman and CEO roles temper the assessment, and process evidence does not establish exceptional oversight outcomes.
Evidence
In June 2025, Omnicom announced that it had been named the Most Effective Holding Group in the 2024 Effie Index®, the leading global ranking of marketing effectiveness.
Executive compensation / marketing-effectiveness achievement · Filed 26/03/2026
This marks the second year in a row — and the third time in four years — that Omnicom has earned this top honor.
Executive compensation / repeated Effie recognition · Filed 26/03/2026
The Effie Index ranks the most effective agencies, marketers, brands, networks, and holding companies by analyzing finalist and winner data from Effie Awards competitions around the world.
Executive compensation / Effie ranking methodology · Filed 26/03/2026
2025 Performance Peer Metric Group Rank Weight Peer Multiplier Weighted Score Adjusted Return On Equity 19.7% 2 40% 1.50 0.600 Organic Growth 3.3% 2 20% 1.50 0.300 Adjusted Operating Margin 15.0% 1 20% 2.00 0.400 Organic Growth + Adjusted Operating Margin 18.3% 2 20% 1.50 0.300 Total 1.600 Peer Weighted Score of 1.600 x metric weighting of 25% 40.0% CALCULATION OF METRICS RESULTS – COMPANY TARGETS When calculating our Adjusted EBITA Margin for the Performance Metric, we made adjustments to (i) add back amortization of other purchased and internally developed software, (ii) add back severance, real estate and other repositioning costs, (iii) add back acquisition transaction costs and (iv) add back losses on dispositions of subsidiaries.
Annual incentive calculation / 2025 operating results and peer rankings · Filed 26/03/2026
Our Business Omnicom is a strategic holding company that operates through global networks, connected capabilities and specialized agencies, which connect its comprehensive portfolio of companies to deliver marketing, sales, communications, and commerce services to many of the largest global companies.
MD&A / Our Business · Filed 29/07/2026
A significant portion of the identifiable intangible assets acquired is derived from customer relationships, including the related customer contracts, as well as trade names.
Critical accounting estimates / acquired customer relationships and trade names · Filed 29/07/2026
(2) Represents the cumulative TSR (the “Peer Group TSR”) for the following peer companies for each fiscal year: WPP plc and Publicis Groupe SA.
Pay versus performance / named TSR peers · Filed 26/03/2026
We have won and lost accounts as a result of these reviews.
Risk factors / actual competitive account wins and losses · Filed 20/02/2026
Substantially all our client contracts provide that we are compensated for services performed to date and allow for cancellation by either party on short notice, typically 90 days, without penalty.
Revenue recognition / contract cancellation rights · Filed 20/02/2026
Acquiring new clients and retaining existing clients depends on our ability to avoid and manage conflicts of interest arising from other client relationships, retaining key personnel and maintaining a highly skilled workforce.
Risk factors / personnel and client-conflict dependence · Filed 20/02/2026
If we fail to keep pace with technological developments, or if competitors or new market entrants adopt new technologies more quickly or effectively, or if our clients develop their own AI-related capabilities, our services could become less attractive to clients, our competitive position could be harmed, and our revenues and profitability could decline.
Risk factors / technological competition and client AI capabilities · Filed 20/02/2026
The anticipated cost savings, operating synergies and other benefits of the Merger may not be realized fully or at all, may take longer to realize than expected, or may result in other adverse effects that we do not currently foresee, in which case, among other things, the Merger may not be accretive to adjusted earnings per share and may not generate significant cash to return to stockholders via share repurchases or other means.
Risk factors / uncertain merger benefits · Filed 20/02/2026
Omni integrates our connected capabilities, high-quality and comprehensive identity and data infrastructure, and cutting-edge AI into a single operating system that we believe will give our clients a unified foundation to connect strategy, execution, and performance across their entire marketing ecosystem.
MD&A / management expectations for Omni · Filed 29/07/2026
Our client contracts are comprised of diverse arrangements involving fees based on any one or a combination of the following: an agreed fee or rate per hour for the level of effort expended by our employees; commissions based on the client’s spending for media purchased from third parties; qualitative or quantitative incentive provisions specified in the contract; and reimbursement for third-party costs that we are required to include in revenue when we control the vendor services related to such costs and we act as principal.
Revenue recognition / negotiated fees, commissions and incentives · Filed 20/02/2026
In these arrangements, we assume the pricing risk under the terms of the client contract.
Revenue recognition / principal media-buying pricing risk · Filed 20/02/2026
For those contracts with a term of more than one year, we had approximately $455.7 million of unsatisfied performance obligations as of June 30, 2026, which will be recognized as services are performed over the remaining contractual terms through 2030.
Revenue note / remaining multiyear performance obligations · Filed 29/07/2026
The majority of our contracts are for periods of one year or less, with the exception of our data management contracts.
Revenue note / majority contract duration · Filed 29/07/2026
2023 $ % of Revenue $ % of Revenue $ Change % Change Revenue $ 15,689.1 $ 14,692.2 $ 996.9 6.8 % Operating Expenses: Salary and service costs: Salary and related costs 7,441.4 47.4 % 7,212.8 49.1 % 228.6 3.2 % Third-party service costs 3,348.6 21.3 % 2,917.9 19.9 % 430.7 14.8 % Third-party incidental costs 642.5 4.1 % 570.5 3.9 % 72.0 12.6 % Total salary and service costs 11,432.5 72.9 % 10,701.2 72.8 % 731.3 6.8 % Occupancy and other costs 1,274.4 8.1 % 1,168.8 8.0 % 105.6 9.0 % Severance and repositioning costs 57.8 0.4 % 191.5 1.3 % (133.7) (69.8) % Gain on assets held for sale and dispositions — — % (78.8) (0.5) % 78.8 Cost of services 12,764.7 11,982.7 782.0 6.5 % Selling, general and administrative expenses 408.1 2.6 % 393.7 2.7 % 14.4 3.7 % Depreciation and amortization 241.7 1.5 % 211.1 1.4 % 30.6 14.5 % Total operating expenses 13,414.5 85.5 % 12,587.5 85.7 % 827.0 6.6 % Operating Income $ 2,274.6 14.5 % $ 2,104.7 14.3 % $ 169.9 8.1 % We measure cost of services in two distinct categories: salary and service costs and occupancy and other costs.
MD&A / 2024 versus 2023 operating results · Filed 20/02/2026
The following table reconciles Adjusted Operating Income to the most directly comparable GAAP financial measure, Operating Income, for the period presented (in millions): Year Ended December 31, 2025 Reported Operating Income $ 444.7 Add back: Acquisition related costs 347.3 Add back: Severance and repositioning costs 1,247.0 Add back: Loss on dispositions 547.1 Adjusted Operating Income used to measure performance $ 2,586.1 Revenue $ 17,271.9 Adjusted Operating Margin used to measure performance 15.0 % www.omc.com 91 Table of Contents \\ Table of Contents CPE\\ Table of Contents OMNICOM GROUP INC.
Annex / 2025 reported-to-adjusted operating income reconciliation · Filed 26/03/2026
Operating Income 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.
MD&A / second-quarter 2026 operating income and margin · Filed 29/07/2026
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.
MD&A / first-quarter 2026 operating income and margin · Filed 29/04/2026
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).
MD&A / post-acquisition comparability limitation · Filed 29/04/2026
Pursuant to this authorization, we also entered into an accelerated share repurchase ("ASR") program to repurchase approximately $2.5 billion of our common stock and received an aggregate initial share delivery of 24.7 million shares of our common stock.
Accelerated share repurchase / executed program and initial delivery · Filed 29/07/2026
We received an additional 7.5 million shares upon settlement of the ASR agreement in May 2026 and recorded the final adjustment, which increased additional paid-in-capital.
Accelerated share repurchase / May 2026 settlement · Filed 29/07/2026
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.
Liquidity / operating cash use and seasonal working capital · Filed 29/07/2026
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.
Liquidity / increase in net debt · Filed 29/07/2026
At June 30, 2026, we were in compliance with this covenant as our Leverage Ratio, computed in accordance with the terms of the facility, was 2.4 times.
Debt / June 2026 covenant compliance · Filed 29/07/2026
Wren a stock option to purchase 4,000,000 shares of Omnicom common stock at an exercise price equal to the per share closing price on the date of grant ($77.60).
CEO employment agreement / actual option grant · Filed 26/03/2026
Such option is scheduled to vest pro-rata in monthly installments over the Renewal Term.
CEO employment agreement / scheduled monthly option vesting · Filed 26/03/2026
Wren’s annual base salary was reduced from $1 million to $1.00 effective June 1, 2025.
CEO employment agreement / effective salary reduction · Filed 26/03/2026
Component Weighting Performance Measures Rationale for Selection of Performance Metric Peer Metric (Performance Relative to Peers) 25% ■ Adjusted return on equity (40%) ■ Organic growth (20%) ■ Adjusted operating margin (20%) ■ Organic growth plus adjusted operating margin (20%) ■ Comprehensively evaluates various financial metrics directly tied to the return to our common shareholders over time ■ Measures ability to drive revenue growth from existing operations, exclusive of the impact of acquisitions, dispositions and foreign currency translation ■ Focuses the Company on operating at sustainable, profitable levels ■ Balances the contribution of each of these important metrics Performance Metric (OMC Internal Targets) 25% ■ Adjusted diluted EPS growth (331/3%) ■ Adjusted EBITA margin (331/3%) ■ Organic growth (331/3%) ■ Measures Company’s profitability ■ Focuses the Company on operating at sustainable, profitable levels ■ Measures ability to drive revenue growth from existing operations, exclusive of the impact of acquisitions, dispositions and foreign currency translation Qualitative Metric 50% ■ Assessment of executive performance in furtherance of our business strategy, as described below ■ Focuses on executive performance ■ Increased to 50% in 2025 in light of the transformational nature of the acquisition of IPG (tied to the successful closing of the IPG transaction, the integration of IPG and individual performance) We believe our goals are meaningful and challenging, the achievement of which is designed to drive shareholder value.
Executive compensation / quantitative and qualitative incentive weights · Filed 26/03/2026
Executive and director stock ownership guidelines (6x base salary for Chairman and CEO and for Co-Presidents and Co-COOs; 3x base salary for CFO; 5x annual cash retainer for directors)
Compensation practices / stock ownership guidelines · Filed 26/03/2026
Shareholder Rights Independent Oversight Good Governance Annual election of all directors Majority voting standard in uncontested elections Proxy access rights consistent with overwhelming market practice Right to call a special meeting of the Board with 10% ownership threshold Right to act by written consent Longstanding shareholder engagement program and history of incorporating shareholder perspectives All directors are independent except the Chairman, who also serves as CEO, and Mr.
Proxy summary / shareholder rights and board independence · Filed 26/03/2026
Krakowsky, who also serves as Co-President and Co-Chief Operating Officer New Lead Independent Director appointed effective January 1, 2024 Engaged Lead Independent Director with clear and robust responsibilities, which were further expanded in 2023 Executive sessions of our independent non-management directors are conducted on a regular basis All Board committees are comprised solely of independent directors Comprehensive oversight of strategy and risk Annual Board and committee evaluations and skill set assessment Strong equity ownership requirement for executives and directors (3x to 6x base salary for executives; 5x annual cash retainer for directors) Overboarding policy for our directors with numerical limits that are publicly disclosed in our Corporate Governance Guidelines and reviewed on an annual basis Maintain a robust Code of Business Conduct, Code of Ethics for Senior Financial Officers, and Supplier Code of Conduct Direct and ongoing engagement with auditors, counsel and advisors SHAREHOLDER ENGAGEMENT Ongoing shareholder engagement is a priority for our Board and management team.
Proxy summary / independent oversight and committees · Filed 26/03/2026
The independent directors met six times in 2025.
Board processes / actual independent-director sessions · Filed 26/03/2026
DIRECTOR ATTENDANCE Attendance at Board and committee meetings during 2025 was 98% for the directors as a group.
Board processes / actual meeting attendance · Filed 26/03/2026
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Dollars in tables in millions, except per share amounts.) EXECUTIVE SUMMARY Merger with IPG On the Closing Date, Omnicom completed its Merger with IPG.
MD&A / completed IPG merger · Filed 20/02/2026
