Omnicom Group Inc.

We'll begin in five, four, three. Good afternoon and welcome everyone to the Omnicom fourth quarter and full year 2025 earnings call. Today's conference is being recorded. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you would like to ask a question during this time, simply press the star key followed by the number one on your telephone keypad. If you would like to withdraw your question, press star one again. At this time, I'd like to turn the conference over to Greg Lundberg, Senior Vice President, Investor Relations. Please go ahead.

Thank you for joining our fourth quarter and full year 2025 earnings call. With me today are John Wren, Chairman and Chief Executive Officer, and Phil Angelostro, Executive Vice President and Chief Financial Officer. On our website, omc.com, You will find a press release and a presentation covering the information that we'll be reviewing today. An archived webcast will be available when today's call concludes. Before we start, I would like to remind everyone to read the forward-looking statements and non-GAAP financial and other information that we've included at the end of our investor presentation. Certain of the statements made today may constitute forward-looking statements. These represent our present expectations, and relevant factors that could cause actual results to differ materially are listed in our earnings materials and in our SEC filings, including our 2025 Form 10-K, which will be filed shortly. During the course of today's call, we will also discuss certain non-GAAP measures. You can find the reconciliation of these to the nearest comparable GAAP measures in the presentation materials. We will begin the call with an overview of our business from John. Then Phil will review our financial results. And after our prepared remarks, we will open the line for your questions. I will now hand the call over to John.

Thank you, Greg. And good afternoon, everyone. Thank you for joining us today. It's been 11 weeks since we closed the acquisition of Interpublic, creating the world's leading marketing and sales company. And I'm extremely encouraged by the momentum we've seen in such a short period of time. Today, I'll start with the progress we have made to position the new Omnicom for sustained growth. And Phil will then cover our fourth quarter and full year 2025 results. Throughout our year-long approval process, our integration teams created detailed roadmaps for how we would come together. That preparation allowed us to move more decisively and with strategic clarity on day one. We announced our new connected capabilities organization and leadership team, bringing together the exceptional capabilities and talent to address our clients' growth priorities. We reinforced our enterprise-level client strategy through a newly formed growth and solutions team to drive new business and expanded our client success leaders group to grow our services to existing clients. We formed a combined platform organization, and launched the next generation of Omni, integrating Axiom's Real ID, Flywheel's Commerce Cloud, and Omni's proprietary data, as well as strengthening our talent and industry leadership in data identity and AI. And we began integrating our operations across real estate, IT, shared services, and procurement, among others, which will result in significant operational improvements and cost efficiencies. Following the acquisitions closed, we began simplifying and realigning our portfolio to position Omnicom for stronger, sustainable growth and profitability. Our core focus is to deliver integrated services connecting media, creative content, commerce, consulting, data, and technology. These connected capabilities underpinned by Omni bring together high-growth strategic services that drive business outcomes for our clients. As part of our portfolio realignment, we've identified certain smaller markets as well as operations that are not strategic to our business that we plan to sell or exit. We will move from a majority to a minority-owned position in these smaller markets, which represent approximately $700 million in annual revenue. These markets remain important to many of our clients, and through continuous ownership in these agencies, we will provide the same level of service we have in the past. We identified non-strategic or underperforming operations with approximately $2.5 billion in annual revenue that we plan to sell or exit. We've already sold or exited some of these businesses, representing annual revenue exceeding $800 million. We expect to execute the remaining sales and exits over the next 12 months. Our retained portfolio of businesses generated revenue of $23.1 billion for the 12 months ended September 30, 2025. This portfolio positions Omnicom to drive stronger growth and deliver measurable business outcomes for our clients. Our integration planning enabled us to identify significantly greater synergies than we had initially communicated at the announcement of the IPG acquisition. We now expect our annual run rate synergies to double from our initial estimate of $750 million to $1.5 billion over the next 30 months. We expect to achieve $900 million of these savings in 2026. The key areas for these synergies are as follows. $1 billion from reductions in labor costs through the elimination of duplicative corporate network and operational functions. Streamlining our regional, country, and brand structure and optimizing utilization by shifting to a more unified resourcing model, including accelerating outsourcing and offshoring. Additionally, across every area of our business, we are evaluating and deploying automation and AI to improve how we service our clients and run our operations. $240 million of synergies related to real estate consolidation and $260 million of synergies from G&A, IT, procurement, and other operational savings. Finally, as part of our capital allocation strategy, our board of directors authorized a $5 billion share repurchase program, and today we are launching a $2.5 billion accelerated share repurchase program. Phil will provide more color on this ASR program during his remarks. We will also continue our historical use of cash for dividends and acquisitions. In December, we announced an increase to our quarterly dividends to $0.80 per share. Our investments will focus on strategic tuck-in acquisitions and organic growth initiatives to maintain our leading positions in media, content, commerce, consulting, data, and AI. As we do this, our capital structure is strong, and our liquidity and balance sheet positions us to maintain our investment-grade credit rate. Our efforts across these areas are enabling us to move forward as a company with a clear mission to help our clients drive enterprise growth in this new era of marketing defined by data-led AI transformation. More than ever, we're seeing brands ask for an enterprise-level partner that can orchestrate their marketing investments across platforms and optimize performance across the entire consumer journey from engagement to sales. The new Omnicom delivers five competitive advantage directly aligned to what our clients are asking for. We have the world's largest media ecosystem with unparalleled market leverage and intelligence. The deepest bench of award-winning creative talent that fuses human imagination with machine computing. to deliver superior personalized content at scale. Connected commerce that transforms every consumer touchpoint into a driver of measurable sales growth for our clients. An enterprise transformation consultancy that can re-engineer clients' marketing operations for speed, intelligence, and growth. And a gold standard data and identity solution that gives brands an unparalleled, privacy-first understanding of their consumers. Together, these advantages provide a competitive edge across every dimension of modern marketing and sales and will deliver strategic solutions that address our clients' most important growth priorities. As a nod to our strategic advantages, just yesterday Forrester named Omnicom a leader in their commerce services wave evaluation. Omnicom showed a significant lead versus the competition, proving that our advantage in connected commerce is differentiated by spanning demand and loyalty across physical stores, online marketplaces, and direct-to-consumer experiences. The evaluation noted that clients praised Omnicom's ability to operate as a single agency, providing them with access to a large pool of highly qualified talent. Our strategic advantages are translating into client wins, which is the ultimate validation of what we're building. We've secured new business and extended contracts with leading brands such as American Express, Bayer, BBVA, BNY, Clarence, Mercedes, and NetWest. These client wins, as well as the significant progress we've made as a new organization, in a few short weeks are a direct result of our people's unwavering focus, commitment, and exceptional work during this pivotal period. I'm extremely grateful to them for their efforts. Overall, I'm very pleased with how we've executed as the new Omnicom. This momentum positions us for strong growth in the years ahead. I look forward to sharing more about our organization's strategy and financial performance at our Investor Day on Thursday, March 12th. With that, I will turn it over to Phil to walk through our quarterly and year-end financial results. Phil?

Thanks, John. Before reviewing our financial results, please note that our fourth quarter and full year 2025 amounts include interpublic results for only the month of December 2025. Since John already covered the first few slides, let's now look at an overview of our fourth quarter income statement on slide seven. The IPG acquisition closed just before Thanksgiving on November 26, 2025. Upon closing, and as John referred to, we immediately began the implementation of our strategic plan. We have separated the impact of several parts of the plan on this slide. We recorded severance and repositioning costs of $1.1 billion related to severance, real estate impairment charges, and contract exits. We recorded a loss on plan dispositions of $543 million related to businesses that we are in the process of disposing that were recorded at their net realizable value, and we recorded acquisition-related costs of $187 million related to transaction and integration costs. Note that this does not include any potential gains on the sale of certain businesses in this group because we are not permitted to record gains on Omnicom assets until the transactions are completed. Additionally, any expected gains on the sale of IPG assets were included in the fair value adjustment recorded on the balance sheet at the closing date. Excluding these amounts, adjusted operating income, or EBIT, in Q4 was $876 million, and adjusted EBITDA was $929 million, and a 16.8% margin, an increase of 10 basis points compared to last year. That interest expense in the fourth quarter of 2025 increased primarily due to the IPG acquisition and the related exchange of IPG debt into Omnicom debt. Interest income increased slightly in the quarter. The tax rate on our non-GAAP-adjusted Q4 pre-tax income was 25.8%, flat with the prior year non-GAAP-adjusted tax rate of 26%. Our effective income tax rate on the reported operating loss was 12.7%, compared to a more typical reported tax rate of 26.4% in the prior year. The lower tax rate this quarter reflects the impacts of the lower tax benefit associated with the charges I just discussed relating to severance, repositioning, the planned dispositions, and the IPG acquisition-related costs, some of which are not deductible in certain jurisdictions. For planning purposes, we expect a similar tax rate of 26% for 2026. Non-GAAP adjusted net income per diluted share of $2.59 was based on weighted average shares outstanding of $233.8 million, which were up from last year due to shares issued for the IPG acquisition. Note, the additional shares issued for the acquisition were outstanding for one month. We closed out the year with 313.1 million shares outstanding as of December 31, 2025. Let's now move to revenue. Given the size of the acquisition of IPG and the scale of the implementation of our integration strategy across service lines, geographies, and our operating platforms, as well as our plans to reposition the business through disposing of certain parts of our portfolio, we have not included our usual organic revenue growth metrics in our slide deck. Had we calculated organic growth consistent with our prior practice, Excluding planned dispositions and assets held for sale, organic growth in Q4 2025 would have been approximately 4%. Slides 8 and 9 show the breakdown of our revenue by discipline and by major markets. The primary driver of year-on-year growth resulted from the addition of IPG, effective December 1st. Foreign exchange changes increased our revenue in the quarter by approximately 2% and a little less than 1% for the year. We expect FX will continue to be positive in 2026, and assuming recent FX rates stay the same, we'll benefit our reported revenue for the year in excess of 2%. Regarding revenue by discipline, the media business performed very well in Q4, as did the experiential business. On the negative side, during the year, our PR business, excluding the acquisition, experienced negative growth due to the challenging prior year comps from national elections in the U.S., Additionally, although small, our branding and execution and support disciplines continue to be challenged in the current environment. As John mentioned, we've moved quickly to integrate the IPG businesses into our connected capability organization through geographic and brand alignments. Given the scale of these integrations, as well as our strategy to reposition the portfolio, We do not plan to include our historical organic growth metric slide in our 2026 quarterly presentations. With regards to the plan dispositions, approximately 40% of revenue to be disposed of relates to the execution and support and experiential disciplines, and 25% relates to the advertising group, which is included in the media and advertising discipline. The balance of plan dispositions is spread across the rest of our disciplines. Regarding revenue by region, our businesses in the U.S. had strong growth, led by media, as did our European markets and our businesses in the Middle East. Our businesses in France, the Netherlands, and China struggled in Q4, and the Latin America market was strong. Slide 10 is our revenue weighted by industry sector. Given these numbers only include one month of IPG and our portfolios are very similar, The comparisons to prior periods only show differences of a point or so in a few categories. Now please turn to slide 11 for our year-to-date free cash flow summary. The increase relative to last year was driven by the improvement in Omnicom's business over the course of the year and the addition of IPG in December 2025. Our free cash flow definition excludes changes in operating capital. However, our use of operating capital improved throughout the year, and we were positive for the full year. You'll note in the reconciliation on slide 18 that the change in operating capital was a positive of approximately $700 million, a significant improvement in the change in operating capital of over $900 million from 2024. Approximately $170 million of that improvement resulted from Omnicom's businesses, excluding IPG. The balance reflected the timing of the IPG closing and positive working capital growth from IPG's businesses in the month of December 2025. For the year ended 2025, our primary uses of free cash flow included $550 million of cash paid for dividends to common shareholders and another $83 million for dividends to non-controlling interest shareholders. Dividend payments decreased due to an increase in share purchases during the quarter. This excludes our recent 15% increase in the quarterly dividend to 80 cents per share, which was declared prior to the closing of the acquisition. Capital expenditures were $150 million, roughly in line with last year. Total net acquisition and disposition payments were actually a source of cash of $914 million. This included $1.1 billion of net cash received from the IPG acquisitions. which was partially offset by acquisition-related payments of approximately $186 million, including $117 million in payments for acquisitions of additional non-controlling interests and payments of contingent purchase price obligations on acquisitions completed in prior periods. Finally, our share of purchase activity for the year was $708 million, excluding proceeds from stock plans of $27 million. As of Q3 2025, we had repurchased 312 million shares, and during Q4, we repurchased 396 million. Slide 12 is a summary of our credit, liquidity, and debt maturities. At the end of Q4 2025, the book value of our outstanding debt was $9.1 billion. Legacy Omnicom debt was flat with last year, but we assumed approximately $3 billion of IPG debt. As you are aware, our $1.4 billion April 2026 notes are now classified as current on our balance sheet, and we will be addressing that maturity in the near term. As John mentioned, our Board approved a $5 billion share repurchase program, including a $2.5 billion accelerated share repurchase plan, which we initiated earlier today. We also plan to repurchase an additional $500 million to $1 billion of shares during the balance of 2026 as part of the share authorization program. As a result, we estimate the reduction to our shares outstanding compared to the balance of shares outstanding at December 31, 2025 of 313.1 million shares will decline by approximately 9 to 11 percent by the end of 2026, with weighted average shares outstanding for the year estimated to be reduced by approximately 7% to 8%. Net interest expense is expected to increase by approximately $210 million in 2026 compared to 2025. The change is primarily driven by higher interest expense, including approximately $125 million from the addition of IPG's long-term debt, including $14 million of non-cash interest expense resulting from the fair value adjustment to IPG's debt recorded as a result of the acquisition. We are also estimating an increase of approximately $50 to $55 million, resulting from the refinancing of our $1.4 billion bond, which has a book effective interest rate of 4.07%, and which is due in mid-April, and incremental commercial paper borrowings related to our share buyback program, including the ASR. Together, these items are estimated to increase interest expense by approximately $175 to $180 million. In addition, interest income on net cash balances is expected to decrease by approximately $30 million, primarily due to lower forecasted short-term interest rates on invested cash. In total, these factors result in a projected increase in net interest expense of approximately $210 million in 2026, compared to Omnicom's prior year 2025 actual amount of $167 million. Please note that the total and net leverage ratios for 2025 reflect the full assumption of IPG's debt, but only one month of IPG's EBITDA. This results in distorted leverage ratios for the period when calculated directly from our reported financials. However, at December 31, 2025, we were in compliance with the leverage ratio covenant in our credit facility, which makes pro forma adjustments for the acquisition. Comparable calculation of our total debt to pro forma adjusted EBITDA would result in a total leverage ratio of 2.4 times for the full year ended December 31, 2025. Lastly, our cash equivalents and short-term investments at the end of the year were $6.9 billion, up $2.5 billion from last year, largely due to the IPG acquisition and the strong performance managing working capital and cash we just discussed. Our liquidity also includes an undrawn $3.5 billion revolving credit facility which backstops our $3 billion U.S. commercial paper program. Before I hand this call over to Q&A, I would like to take a moment to address a framework for how we plan to forecast for 2026. In the appendix on slides 22 to 24, we present combined Omnicom and Interpublic income statement data. Based on each company's reported results, the last 12-month period ended September 30, 2025. These are the last four quarters in which both of us operated independently. We also used this combined methodology when we announced the transaction in December 2024. For the LTM September 30, 2025 period, combined revenue was $26.3 billion and combined adjusted EBITDA was $4.1 billion. These two numbers are very close to published analyst consensus estimates prior to the IPG closing for fiscal year 2025. on a combined basis. Because the combined presentation doesn't reflect our planned dispositions, we've used the estimated disposition revenue amounts on slide three to adjust the combined base, which we plan to use for forecasting 2026. The adjusted total EBITDA margin for the businesses we plan to dispose of was approximately 10%. Given the IPG acquisition recently closed, we have not yet completed our 2026 planning process. As a result, we will provide additional details on our expectations regarding revenue growth and EBITDA growth for 2026 at our investor day on March 12th. In closing, we've accomplished a lot in the past year to position Omnicom for sustained future growth. As John said, we have great momentum across the company, including revenue initiatives and cost efficiency initiatives, and we are deploying these benefits through the share buyback program announced today. We understand that there is a lot of material to digest. We look forward to updating you on these topics and some new ones at our investor day on March 12th. I will now ask the operator to please open the lines up for questions and answers. Thank you.

Thank you. We will now begin the question and answer session. If you have dialed in and would like to ask a question, please press star 1 on your telephone keypad to raise your hand and join the queue. If you'd like to withdraw your questions, simply press star one again. We'll take our first question from Stephen Cahill at Wells Fargo.

Thank you. So sounds like you're going to talk more about organic growth at the investor day in a few weeks, but John, you know, you've just, you've done a ton of work around the operations and bringing the connected capability together. I think a much bigger percentage of the business is now media and it sounds like it's performing well. So I was wondering if you could give us any sense of what your expectations are in organic growth for the retained business this year. Or if that's a little too specific, maybe you could at least give us a sense of how you would expect the media business to perform this year and how big within the overall business that one is. And then, Phil, thanks for the color on the margins of the businesses that you're divesting. Is the right way to think about margins for this year that we back out those 10% margins that are being disposed of, and then we kind of layer on the synergy targets, net of cost to achieve that you've given, and that's kind of the math that we need to do to think about margins for the next few years? Thank you.

Thanks for your question, Steve. We will certainly give you more color On March 12th, to the extent that we're done completing our review of the combined companies and the detailed plans, if I was guessing, which I probably shouldn't do, I would think media going forward will be, I would say, in the mid-50% of our revenue, which is a change. It increases that. that segment of our organization. But that needs to be finalized, which we're doing in the coming weeks. Advertising will be, again, same type of caution, but less than slightly less than 20% of our total revenue. But as I said, we're working through those areas as we speak. We did get some very early profit plans, but we haven't had the time to go through and interrogate them the way we generally can before we have this call. So that's what we'll be doing in the coming weeks as we prepare for that.

Just to clarify, Steve, the media reference I think includes what we would consider median related or connected to media. So that percentage probably includes precision as well as commerce, which is in our precision marketing category. So it's the connected media component of the business. With respect to the second question on margins for 26, Certainly, as I said in my prepared remarks, lots more detail and color on our expectations for 26 at the investor day, but I think your assumption is certainly a good one to start with, and then we'll get an update at the meeting in March. Thank you. Sure.

We'll go next to David Karnofsky at JPMorgan.

Thank you. John, I know it's early in the integration, but can you speak a bit more to what the reception has been so far to the combined company offering, both from existing clients and recent RFPs? And then for Phil, you mentioned a 4% organic figure in the fourth quarter. Can you just clarify what this specifically refers to? And for the assets identified for sale, exit, or moving to minority, Is this all going to assets all for sale immediately, or does it get spaced out? And then can you say anything about what the kind of organic growth for some of these agents, or what these agencies were in aggregate for what's moving?

Thanks. I'd say in all the major markets that we operated in, there's been a lot of enthusiasm on the part of the groups that we've combined. just the attitude and the optimism that is shared all the way down through the, you know, through our employee base about what position Omnicom now is in, what capabilities we have when we join these two groups together, and the resources that we'll have to pivot and change where necessary in making the correct investments to keep us in a leadership position. So across the board, it's far better than I fully expected because I always anticipate that there'll be some negativity, but we haven't seen any of that, any particular place in the group. I'll leave the second question to Phil.

Sure, so I'll start with the businesses that we've identified as disposals and assets held for sale. As you referred to, a portion of that, and as is referred to in the slide and in John's remarks, a portion that relates to us intending to move from a majority position to a minority position in certain smaller markets around the world. Those businesses are solid businesses. They serve as some of our important clients in certain of those markets. But really taking that action more for simplicity of the organization and managing the organization than underperformance or the businesses are not strategic to where we're headed in the future. We just don't need to be in all markets with subsidiaries that come with a lot of compliance requirements and other things. So the organization, as a result, will become much more efficient and we'll still be able to provide the quality service that we need to for our important global clients that might have operations in those markets where we go from majority to minority. The rest of the businesses... that we've targeted for disposals and or sales essentially are made up of either non-strategic businesses or underperforming businesses. And as John had referred to, we've completed dispositions with about $800 million of revenue to date, and certainly we're committed to completing those transactions during the next 12 months. And we've made some good headway. Recently, an experiential business within the IPG portfolio, Jack Morton, that sale closed this week. So we've got a good head start on moving forward with the plans as far as assets held for sale go. And we'll give a little more color and a little more update at... the investor day. As far as organic goes, um, you know, what we did and, and what I refer to in my preparer marks was, um, we did the calculation consistent with how we've always done it with one, one exception. We excluded, um, the organic growth related to those companies that we intend, uh, to dispose of and sell. Um, and as a result of doing that, um, the calculation yielded a growth rate in the quarter of 4%. I'd say, you know, certainly because those businesses are either the bulk of the businesses are either non-strategic or underperforming, the organic growth rate related to those businesses is likely lower than what we achieved on the businesses that we intend to invest in going forward for the quarter. But the businesses that are where we see the most opportunity, the growth opportunity and the investment opportunities, that's what yielded the 4%.

Thank you.

We'll move next to Thomas Yeh at Morgan Stanley.

Thanks so much. That was very helpful on the 4% organic growth explanation. Just to put a finer point on that, that also excludes the in incoming assets in terms of IPG, or is it pro forma for the both of them? And if you could just add some color on where you're seeing the areas contributing to that acceleration and growth beyond the upper bias that is being seen from the dispositions, that'd be very helpful.

If you could just repeat the second part of that, Thomas, that'd be helpful.

Yeah, just in terms of the sequential acceleration beyond what you mentioned as the benefit associated with stripping out the planned dispositions, maybe talking about just particularly areas of strength in terms of media and advertising, like maybe talking about specific segments and contributions.

Well, the one month that we owned IPG, was included in the calculation. We weren't permitted, because we didn't own them in September and October. Otherwise, we'd have 12 months of IPG numbers. So it was 12 months of Omnicom, one month of IPG. So that's in what became the calculation. The $2.5 billion in companies that that have annual revenue were a combination of both Omnicom companies, but they were primarily, believe it or not, in terms of the revenue size, Omnicom companies. And so the calculation basically excluded the pros and the cons, the pluses and the minuses from that group of companies. It turned out there were many things which would have contributed to a higher organic growth calculation and a few that would have taken it in the other direction. But it was nothing material in the aggregate. I don't know if you want to add anything, Phil.

Yeah, no, I think that's accurate. In terms of the other areas, you know, where we're focused and where we see the business headed, Certainly it's in the more strategic areas of media, precision marketing, commerce, data, and the holistic platform organization. We think there's an awful lot of opportunities for growth in those areas and certainly incorporating our content solution and creative solution into that is a critical part of of that solution. So those are the areas that we're certainly most interested in investing in. In addition to that, certainly bringing together the healthcare businesses of both portfolios we think is going to be a very powerful selling opportunity for us going forward and a growth opportunity for us going forward.

And you shouldn't lose sight of the fact that we didn't do this merger. It was an acquisition, but we treated it as a merger. looking at the short term. We were not looking at the short term at all. We were looking at strengthening those areas we think are going to be important to clients well into the future and going to contribute to our income and revenue growth. And so it's all full steam ahead, but nothing was done because we were worried about the calculation of this month or that month. And then I'll make sure I go home.

Understood. Thank you.

Hello?

Jason, please go ahead.

Okay. I just have one quick. Oh, I do? You can't hear me?

Yeah, we can hear you.

Yeah, we can hear you, Jason. Okay, great. I just had one clarifying question on the margins on the disposed businesses. Is that on the $2.5 billion or is that on the $3.2 billion?

It's more or less on the $2.5 billion, I think. Yeah. And the remaining... assets the ones who are planning to go to the minority on, we're still going to collect a very healthy dividend of being a minority owner of those companies.

I think, Jason, the margin is the weighted margin from the entire group, so the 3.2. I think, yeah, in terms of the pieces, the larger groups is probably a little lower then that average margin of 10 and the majority to minority group is probably higher than the average of 10.

Makes sense. Thank you.

Sure.

We'll go next to Nicholas Langley at BNP Barnabas.

Hey, John. Hey, Phil. Two questions for me, please. First on the Omni platform. So you unveiled the next generation of Omni platform earlier this year. Could you share first the key feedback you have received from clients so far? Second, how the platform distinguish itself compared to peers and wall garden solutions? And three, whatever the platform is now considered complete or if additional building blocks are still required. And secondly, on the margin trajectory, so regarding the cost synergies benefits you expect, do you plan to redeploy a portion of the 1.5 billion cost synergies into growth initiatives, or we should assume the majority will flow directly through the bottom line?

Thank you. I'll ask Paolo to answer the first question, and then we'll tell you how we're going to reinvest.

Sure. Hi, Nicholas. So with respect to the platform, So far, all of our clients are very excited about the capabilities that is currently available and the new capabilities that we'll be launching, which will incorporate the capabilities across various platforms, including our legacy Omni platform, the legacy IPG Interact platform, Flywheel Commerce Cloud, which has already been part of the legacy Omnicom ecosystem. And then, of course, the really exciting part, which is all of this being underpinned by Axiom and the Axiom ID. So the response from existing clients and potential new clients has been overwhelming, to be honest, and everyone is very excited to get their hands on the platform when we formally launch it at the end of Q1. But all of the existing capabilities that the combination of those platforms have today have been driving outcomes for our clients you know, on both sides of the IPG and Omnicom organizations.

So the second question regarding margin trajectory, I think certainly there's going to, we expect a substantial portion of the 26 benefit to flow through during the calendar year 26, and we'll provide some additional detail at the investor day. And when we look out to the total for the three years, the expectation of the $1.5 billion of synergies, we're confident that we'll achieve those synergies in terms of achieving the cost reductions associated with them over that period of time. But three years is a long time. I think that there's certainly a number of initiatives that we're going to continue to pursue, both on the cost front and on the revenue synergy and revenue growth front. And we've been pursuing those and planning for those pre-deal and have accelerated that now that the deal is closed. So it's hard to say exactly how much of that will be reinvested in the business, but certainly a lot may change over that three-year period in terms of what's happening in the market, what's happening with technology, what's happening in the industry, what's happening with our clients, and what are they most focused on in the future. But certainly we're going to continue to invest in our platforms and our businesses, and we do expect a substantial portion of the 26th benefit to flow through. And we do also expect to take the costs out in those out years of 27 and 28. And we'll talk a little bit more about it at the March 12th meeting. Thank you. Sure. Thanks for joining us so late.

We'll go next to Michael Nathanson at Moffitt Nathanson.

Thanks. I just have two quick ones for you, Phil. One is 3.2 billion of disposals. Did I get it right that half of the revenues are legacy OMC and half is legacy IPG? Is that the right way to think about it, or did I mishear that?

You know, I think that there's certainly a mix. It's both businesses in our portfolio and in IPG's portfolio. You know, in terms of the size of the revenue, as I indicated, there's about 40% of the businesses relate to the execution and support category. That includes the one experiential business that was in IPG's portfolio that we've sold. The rest of that component is Omnicom businesses. And then I mentioned the advertising businesses that are in that group as well, about 25% of the number. That's probably distributed across both Omnicom and IPG. And the rest of the businesses, I think, when you look at them, there's probably maybe it's an equal amount IPG and an equal amount Omnicom. I think we weren't necessarily focused on whether they were Omnicom business or IPG businesses, we were focused on the strategy ultimately where we wanted to invest and what businesses were underperforming and we needed to exit from the portfolio longer term. So I think that gives you a little bit of perspective in terms of the numbers and the split, but it certainly wasn't a focus of ours to know determine we're going to we're going to exit businesses in the ipg portfolio that we inherited or we're going to focus on reshaping the omnicom portfolio it's combined business um and and certainly we were focused more on the businesses that we're keeping and the investments we were going to make um and how we were going to provide um you know for strategic growth going forward that was first and foremost okay and my second one is just a housekeeping one i appreciate

chart number four in the deck where you give us all the revenues and disposals. Could you try to help us just to give us a range of what the last 12 months would be if it ended 12, 31, 25? So in 23.1 is where you ended September, but knowing what you know, give us a sense of what the range would be and what the base would look like exiting 25 so we could help model 26.

Yeah, that approximates what the base would be if we had full year numbers for both IPG and Omnicom. And as I indicated in my prepared remarks, it's actually pretty close both in terms of revenue and EBIT and EBITOP when you look at the consensus analyst estimates for calendar year 2025. So even though there is no published set of numbers for Omnicom only for 2025 and IPG for only 2025, those LTM numbers are very close to what analyst estimates were and to what the numbers we believe would have been, except they just haven't been published that way. I think, you know, there'll be a pro forma done in accordance with the pro forma rules in the 10-K, but the pro forma rules are pretty specific and particular. And, you know, you need to show the acquisition or make an estimate of what the acquisition would have been or what the impact would have been on our numbers had the acquisition been completed as of January 1st, 24. You know, but any and all of those ways, the numbers aren't very different than the combined numbers we've included in the back of this deck. And for our own internal planning purposes and forecasting purposes, You know, that's the baseline that we believe is the most appropriate to use, and that's ultimately how we're going to be looking at the business.

Okay. Thanks, Phil. It's really helpful. Thank you.

And we'll take our next question from Tom Nolan at SSR.

Hi. I'm interested in the new corporate operating structure. If you could give a bit more color, please, around the decision to create the new divisions that you announced back at the close of the deal. So consolidating some of the creative agencies, keeping, I think, all the media agencies separate, separate production unit, PR unit, et cetera. Just maybe a little discussion around why you organize things that way. And then the connected capability that you're talking about Maybe talk a bit, please, about what that encompasses. I get that it takes the Omni capabilities, feeds it through the mini planning buying operations, but does that also go into all the other Omnicom divisions that you've now laid out? Thanks.

Sure. The structure that we concluded on largely was reflective of Omnicom structure prior to the transaction. The media companies, and I don't – maybe you need to clarify for me, whether you're talking about the crafts or you're talking about the number of brands that we wound up with.

Yeah, let me just try and clarify one thing for you, Steve, based on the terminology. So the connected capability reference is essentially – By the way, I know they called you Tom, but sorry about that. I didn't want to forget. But anyway, the connected capability reference is really what we used to refer to as our practice areas and networks. So the IPG businesses were brought in and integrated into our Omnicom existing structure, as John had said. The connected capability terminology is what was new. We introduced that in the press release upon the closing of the deal. So certainly the media business and businesses were integrated into Omnicom Media Group, and Omnicom Media Group runs their operation as one global group with multiple brands. The brands still exist. but they run the operations as one combined, coordinated, integrated operation. And, you know, we brought the IPG businesses into those connected capabilities across each of our major disciplines. So media, Omnicom advertising, precision marketing, PR, healthcare, et cetera. I'm not sure if that clarifies the structure for you, but that's That is how we kind of looked at it. I don't know if you want to add to that, Sean.

No, that's largely correct. I mean, just using Meteor as an example, where there were six brands before the deal. There remain six brands. The operations and investments that we make and the type of deals we can accomplish on behalf of our clients, those have done great. as one group. And then culturally, as you go across the different groups or six brands, you'll find differences which allow us to attract the best and brightest talent into the groups where they'll best fit and be in the best position to service our clients. So the other area where there's probably the largest amount of change was in the media, I mean, excuse me, in the advertising business where we went in with five global network brands and we decided that we'd be best served by going forward with 30 brands. And there was name changes and some other changes in terms of management, but any brand that was contributing revenue prior to the deal and still contributing revenue is still working for us. their business card says something different. I don't know if that helps clarify it or not.

That helps. Both the explanations you gave, both you gave is great. Thanks very much.

And we'll move next to Craig Huber at Huber Research Partners.

Great. Thank you. I got a few questions. I'll just do them one at a time to make it easier. I'm looking at your slide five here where you've talked about you going from 750 million to a billion and a half. synergies over 30 months or so. The $1 billion number that are labor-related, can you touch on, with AI out there, is that capability partly allowing you to take out more heads than you originally were planning? Maybe you can also touch on, is any of this labor-related stuff, the billion that you're taking out, is it people that are of any significance, people directly related to the revenues of your company, or are they all back office stuff? Because in the past, you've said it wasn't going to be related to revenue generating folks? That's my first question.

Yeah, go ahead. I think the bulk of the labor-related synergies really relates to a number of things. AI is not necessarily the primary driver of how we looked at this. There were certainly some duplication of roles when you bring together two public companies, first off, a number of corporate roles, both at Omnicom and IPG. Unfortunately, we had to make some difficult decisions because you couldn't keep two of everything. So there were certainly some headcount reductions related to that. There's also some regional organizations and corporate organizations within the practice areas of connected capabilities that were also duplicate roles which were certainly part of it. Going into the deal, we expected there would be those areas to focus on, but really we didn't have a lot of data to do the due diligence on. And as we planned for the transaction and executed it post-close, senior management at both IPG and Omnicom were involved in making the decisions. As John has referred to several times, the goal was to select the best player For the role, not necessarily to have a bias towards only selecting Omnicom folks, and we think we've been successful in achieving that. But there are a number of other areas where we expect the labor synergies to come from, which are areas around nearshoring, offshoring, outsourcing, outsourcing the areas of facility management, shared services, technology, et cetera. There are a lot of opportunities, certainly, for efficiencies that we expect to achieve. We started on a number of these paths prior to the deal, but certainly coming together with IPG, we're accelerating those efforts in all those areas. We've accomplished quite a bit to date, and we expect to continue to make progress in those areas over 26 and beyond.

Thank you for that. And my second question on AI, John. In the past, you've talked about if your clients end up being able to get services from you guys, but less time involved, because you're using AI out there to save time and money. In the past, you've thought that clients most likely would take those savings and plow it back into marketing through your company, so the net-net, you would not be a loser at your company with AI out there. Is that still your position?

Yeah, my position evolves every day as that genre of AI is evolving constantly. The initial, and I'll ask Paula to comment on this as well, what we're seeing today are efforts that we're testing with our clients, we're starting to utilize with certain other clients that are creating tools for our people which enhances their ability to do their job. That's one category of people. There are other categories where we believe there are technologies or we're investing in them which will allow us to eliminate certain positions that are done kind of manually today but can be done in an automated fashion with generative AI. And as we build out agentic capabilities and are able to connect the processes with how we interface with clients' agentic databases and everything, that will result in further savings. And those are all things we're exploring at the moment. Paolo's living his day-to-day, so I'll ask him to add to my comments and what he's saying.

Sure. Hi, Craig. So look, I know the narrative is always about how do we do the same with less? But the reality is, is that what AI and generative AI is allowing us to do is to do more than we've ever been able to do. And more importantly, it's allowing us to do things that we haven't been able to do in the past. So just to give you some specifics around this, you know, historically, you know, creative teams would typically put two to three different concepts in front of our clients for a specific campaign. The reason is because it takes time and it takes a lot of effort to actually bring those concepts to life. Today, with the use of the tools that John is talking about, with the agentic capabilities that we put in place, our teams can now test 20 concepts, can test 50 concepts. More importantly is that they can test them synthetically so that we can understand what the impact and value of that work could be. We can predict that before we even spend a single dollar on media. So we have a good sense and confidence level of what the outcome will be with the things that we're putting in front of consumers. So I think the ability to do more and the ability to do more with a higher degree of confidence is really what's driving kind of the whole generative AI institution around us. It's not necessarily about how do we reduce the number of people around us. It's really about increasing the impact and output that we're driving for our clients. Understood.

And the other thing is that we're embracing this. Every employee, every group within the company We're not looking at this as a threat to our jobs, but embracing it as how we're going to be able to create a better product.

But, John, is it too early to know if you do things more efficiently for the benefit of the client here? Those dollar savings here, is your position still you think your clients will plow that money back into marketing, et cetera, services through your company so you won't be a net loser? That's what I'm trying to get to here.

yeah no i can understand that is a conclusion uh where you can see that is happening there'll be other clients that were able to to negotiate with as to performance goals and the methodology in which our work gets judged and rewarded will change and if if our ideas generated lots of money we'll be expecting to get paid for that as well um you know the With all the hype and everything that's out there, and it will continue for a good long time, but you gave everybody in the world the same tools. What differentiates one group from another group? It's that intellectual, creative capability and the ability to source on a global basis those most likely to be influenced to buy your product. and what's going to motivate them to buy. We have all those tools, and we have them at such a scale that it's going to be very difficult for many competitors to catch up at this point for a good long while. So just think about it. Everybody's doing their job, and everybody you listen to on this phone call today, and what's going to differentiate One of you from the, you know, the next one of you. And that's why we're embracing it because we know how good we are and we know how deep our capabilities and skills go. And that's why I think we'll be a winner in all of this.

Great. Great. Thank you both. Thank you.

And that concludes today's question and answer session and today's conference call. Thank you for your participation. You may now disconnect. And we are in a private post conference. All clear.

Thank you. Thanks.

Have a good night.