OMNICOM GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Presentation of Financial Statements

The terms “Omnicom”, “the Company”, “we”, “our” and “us” each refer to Omnicom Group Inc. and its subsidiaries, unless the context indicates otherwise. The accompanying unaudited consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP" or "GAAP"), for interim financial information and Article 10 of Regulation S-X of the Securities and Exchange Commission ("SEC"). Accordingly, certain information and footnote disclosures have been condensed or omitted. All intercompany balances and transactions have been eliminated. The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the unaudited consolidated financial statements and accompanying notes. Actual results could differ from those estimates and assumptions. Unless otherwise noted, dollars in tables are in millions, except per share amounts.

In our opinion, the accompanying unaudited consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation, in all material respects, of the information contained herein. These unaudited consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 10-K"). Results for the interim periods are not necessarily indicative of results that may be expected for the year.

Merger with IPG

On November 26, 2025 (the “Closing Date”), Omnicom completed its merger (the "Merger") with The Interpublic Group of Companies, Inc. ("IPG"). Omnicom is the acquirer of IPG under U.S. GAAP. 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 are not comparable to historical periods due to the inclusion of IPG’s results from the Closing Date. See Note 5 to the consolidated financial statements for more information related to the Merger.

For the three and nine months ended September 30, 2026, we recorded $40.4 million and $139.9 million, respectively, of integration related costs for the Merger in selling, general and administrative expenses.

During the three and nine months ended September 30, 2025, we recorded $60.8 million and $160.6 million, respectively, of acquisition related costs related to the Merger in selling, general and administrative expenses. The results of IPG are not included in our 2025 results of operations for the periods presented.

Risks and Uncertainties

Global economic disruptions, including geopolitical events, international hostilities, acts of terrorism, public health crises, inflation or stagflation, tariffs and other trade barriers, central bank interest rate policies in our major markets, and labor or supply chain challenges, could contribute to economic uncertainty and volatility. The impact of these conditions on our business may vary by geographic market and service discipline. We monitor macroeconomic conditions, client revenue levels, and other relevant factors and may take actions to align our cost structure with changes in client demand and to manage working capital. However, there can be no assurance that such actions will be sufficient to mitigate the effects of adverse economic conditions, reductions in client spending, changes in client creditworthiness, or other developments.

2. Revenue

Nature of our services

We provide data-driven, creative marketing and sales solutions through client-centric networks organized to meet specific client objectives. On a global, pan-regional, and local basis, our agencies provide a comprehensive range of services across our fundamental disciplines. Beginning in 2026, we realigned our disciplines as follows and as described below: Integrated Media, Advertising, Health, Public Relations, and Experiential & Other. The classification of certain services and prior period amounts have been reclassified to conform to the current period presentation.

Integrated Media includes strategic media planning and buying, performance media and audience-based solutions, as well as digital commerce and data and identity solutions. It also includes proprietary data, analytics, and precision marketing capabilities and automated content delivery solutions. Advertising includes creative, brand development, and integrated advertising services across digital and traditional channels, supporting clients' brand strategy and communications needs. Health includes specialized medical communications, market access strategy and other services to global health and pharmaceutical companies. Public Relations services include corporate communications, crisis management, public affairs, and media relations services. Experiential & Other includes experiential design and execution, live and digital events, and entertainment and sports marketing, as well as consulting, branding, and design services. It also includes field marketing, merchandising, custom communications and training, and other specialized marketing and support services.

Revenue by discipline:

1. Revenue for the three and nine months ended September 30, 2026 includes amounts attributable to disposals or entities classified as held for sale, consisting of $412.1 million and $1.6 billion, respectively.

Economic factors affecting our revenue

Global economic conditions and disruptions directly impact our revenue. Adverse economic conditions and disruptions pose a risk that our clients may reduce, postpone, or cancel spending for our services, which would impact our revenue.

Revenue by geographic market:

1. Revenue for the three and nine months ended September 30, 2026 includes amounts attributable to disposals or entities classified as held for sale, consisting of $412.1 million and $1.6 billion, respectively.

The Americas is comprised of North America, which includes the United States, Canada and Puerto Rico, and Latin America, which includes South America and Mexico. EMEA is comprised of Europe, the Middle East and Africa. Asia-Pacific includes Australia, Greater China, India, Japan, Korea, New Zealand, Singapore and other Asian countries. Revenue in the United States for the three months ended September 30, 2026 and 2025 was $3.8 billion and $2.1 billion, respectively, and revenue in the United States for the nine months ended September 30, 2026 and 2025 was $11.3 billion and $6.2 billion, respectively.

Contract balances

Contract balances include work in process and customer advances that primarily consist of advance billings to customers in accordance with the terms of the client contracts, primarily for the reimbursement of third-party costs.

There were no impairment charges recorded in work in process in the nine months ended September 30, 2026 and 2025.

The majority of our contracts are for periods of one year or less, with the exception of our data management contracts. For those contracts with a term of more than one year, we had approximately $426.0 million of unsatisfied performance obligations as of September 30, 2026, which will be recognized as services are performed over the remaining contractual terms through 2030.

3. Net Income per Share

Basic and diluted net income per share:

The number of potential shares of common stock excluded from diluted shares outstanding was 6.0 million for each of the three and nine months ended September 30, 2026 and 5.8 million for each of the three and nine months ended September 30, 2025, because their inclusion would have been anti-dilutive.

The increase in our weighted average shares in 2026 was primarily due to the inclusion of shares issued in connection with the Merger, partially offset by share repurchases, including shares repurchased pursuant to the accelerated share repurchase program. See Note 5 to the consolidated financial statements.

4. Goodwill and Intangible Assets

Change in goodwill:

1. The increase in goodwill in thenine months ended September 30, 2026 is primarily due to adjustments to the preliminary purchase price accounting for the Merger in November 2025 (see Note 5 to the consolidated financial statements). There wereno goodwill impairment charges recorded in thenine months ended September 30, 2026 or 2025, and we haveno accumulated goodwill impairment charges.

We completed our annual goodwill impairment test as of May 1, 2026. The market assumptions used in our assessment reflect the current economic environment (see Note 1 to the consolidated financial statements). Based on our impairment test results, we concluded that our goodwill was not impaired as of May 1, 2026. No events or circumstances through September 30, 2026 would change our impairment assessment.

Intangible assets:

Amortization of intangible assets:

5. Business Combinations

On November 26, 2025, we completed the Merger (see Note 1 to the consolidated financial statements). The acquisition combines complementary capabilities and service offerings and is expected to expand client opportunities and support long-term growth.

Purchase Consideration

Pursuant to the merger agreement between Omnicom and IPG, the 361,498,876 shares of IPG common stock (the “IPG common stock”) (par value $0.10 per share) that were issued and outstanding immediately prior to the Merger were converted into 124,352,188 shares of Omnicom common stock (par value $0.15 per share) and cash in lieu of fractional shares, based on an exchange ratio (the “Exchange Ratio”) of 0.344 shares of Omnicom common stock for each share of IPG common stock. Following the closing of the Merger, legacy Omnicom shareholders owned approximately 60.6% of the combined company, and legacy IPG shareholders owned approximately 39.4%, on a fully diluted basis.

The total consideration paid at closing was $8,893.5 million, consisting primarily of equity consideration of $8,891.2 million, excluding debt assumed in connection with Omnicom's offer to exchange all outstanding notes of certain series issued by IPG. The following table summarizes the purchase consideration:

1. The fair value of shares issued reflects the number of IPG shares outstanding at the Closing Date multiplied by the Exchange Ratio and Omnicom’s closing share price on the Closing Date.

2. Represents the fair value of director awards that were settled as part of the closing consideration through the issuance of shares and assumed stock option awards.

Preliminary Purchase Price Allocation

The following table summarizes the preliminary fair values of the tangible and identifiable assets acquired and liabilities assumed as of the Closing Date:

The purchase accounting process has not been completed as of September 30, 2026, including the finalization of the purchase price allocation. The Company has not yet finalized the valuation of certain assets acquired and liabilities assumed, including identifiable intangible assets. The preliminary fair values of identifiable assets as of September 30, 2026 include Trade Names of $792.0 million, Customer Relationships of $3.6 billion, and Technology and Other of $167.7 million. During the nine months ended September 30, 2026, the adjustments to goodwill related primarily to the updates of the fair value of acquired software and deferred taxes. The purchase price allocation may be adjusted during the measurement period, which will not exceed one year from the Closing Date.

Integration and Acquisition-Related Costs

During the three and nine months ended September 30, 2026, the Company incurred approximately $40.4 million and $139.9 million, respectively, of integration related costs associated primarily with the acquisition of IPG. During the three and nine months ended September 30, 2025, the Company incurred approximately $60.8 million and $160.6 million, respectively, of acquisition related costs associated primarily with the acquisition of IPG. These costs consist mainly of third-party professional fees and were recorded within selling, general and administrative expenses in the consolidated statements of income. The Company may incur additional integration costs in the future related to the acquisition of IPG.

6. Debt

Credit Facility

On November 26, 2025, in connection with the Merger, the Company entered into a Fourth Amended and Restated Five Year Credit Agreement (the “Credit Agreement Amendment”), which amended and restated the Company’s Third Amended and Restated Five Year Credit Agreement, dated as of June 2, 2023. The Credit Agreement Amendment, among other things, (i) increased the unsecured multi-currency revolving credit facility (the “Credit Facility”) amount from $2.5 billion to $3.5 billion, (ii) reduced the facility fee and applicable margin, (iii) extended the termination date (with respect to the available commitments of the extending lenders) from June 2, 2028 to November 26, 2030 and (iv) designated Omnicom as sole borrower under the Credit Facility.

We can issue up to $3.0 billion of U.S. Dollar denominated commercial paper under a U.S. commercial paper program, and issue up to the equivalent of $500 million in British Pounds or Euros under a Euro commercial paper program. In addition, certain of our subsidiaries have uncommitted credit lines that are guaranteed by Omnicom, aggregating $952.7 million. All of these facilities provide additional liquidity sources for operating capital and general corporate purposes. During the three months ended September 30, 2026, we issued commercial paper, and the average and maximum amounts outstanding during the quarter were $436.4 million and $730.0 million, respectively. During the nine months ended September 30, 2026, we issued commercial paper, and the average and maximum amounts outstanding were $244.7 million and $730.0 million, respectively. There wereno issuances of commercial paper for the three and nine months ended September 30, 2025. At both September 30, 2026 and 2025, there wereno outstanding commercial paper issuances.

The Credit Facility has a financial covenant that requires us to maintain a Leverage Ratio (as defined in the Credit Facility) of consolidated indebtedness to consolidated EBITDA (earnings before interest, taxes, depreciation, amortization and non-cash charges) of no more than 3.5 times for the most recently ended 12-month period. At September 30, 2026, we were in compliance with this covenant as our Leverage Ratio, computed in accordance with the terms of the Credit Facility, was 2.3 times. The Credit Facility does not limit our ability to declare or pay dividends or repurchase our common stock.

Short-Term Debt

Short-term debt of $60.5 million and $62.0 million at September 30, 2026 and December 31, 2025, respectively, represented bank overdrafts and short-term borrowings primarily of our international subsidiaries.

Long-Term Debt

Long-term debt:

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, a U.K.-based wholly owned subsidiary of Omnicom ("OFH"), closed its public offering of €600 million aggregate principal amount of 3.850% Senior Notes due 2034, which are fully and unconditionally guaranteed by Omnicom. Omnicom used a portion of the net proceeds of these offerings 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.

Omnicom has 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"). The €500 million 0.800% Senior Notes are due in July of 2027, and accordingly, have been reclassified to current liabilities on the balance sheet. 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.

Omnicom has fully and unconditionally guaranteed the obligations of Omnicom Capital Holdings plc ("OCH"), a U.K.-based wholly owned subsidiary of Omnicom, with respect to the £325 million aggregate principal amount of 2.250% Senior Notes due 2033 (the "Sterling Notes"). OCH’s assets consist of its investments in several wholly owned finance companies that function as treasury centers, providing funding for various operating companies in EMEA, 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 OCH to obtain funds from their subsidiaries through dividends, loans, or advances. The Sterling Notes and the related guarantee are senior unsecured obligations that rank equal in right of payment with all existing and future unsecured senior indebtedness of OCH and Omnicom, respectively.

7. Segment Reporting

Our branded agency networks operate in the advertising, marketing and corporate communications services industry, and are organized into agency networks, virtual client networks, regional reporting units and operating groups or connected capabilities. Our networks, virtual client networks and agencies increasingly share clients and provide clients with integrated services. The main economic components of each agency are employee compensation and related costs, direct service costs and occupancy and other costs which include rent and occupancy costs, technology costs and overhead expenses. Therefore, given these similarities, we aggregate our four operating segments, which are our global agency networks, intoone reporting segment. The Chief Operating Decision Maker, or CODM, reviews segment operating income for each network and allocates resources accordingly. Beginning in December of 2025, we integrated the newly acquired IPG businesses into our existing four networks. The CODM includes Omnicom’s chief executive officer, chief financial officer and chief operating officer.

Segment operating results include allocations of costs, including information technology, and other shared services costs, that are allocated using metrics designed to correlate the allocation with consumption.

Segment revenue, segment operating expenses and segment operating income of our operating segments:

Reconciliation of segment operating income to income before income taxes and income from equity method investments:

We reconcile segment operating income to income before income taxes and income from equity method investments as income tax expense is reviewed at the consolidated level and the segment managers are not held accountable for performance of net income.

The agency networks' regional reporting units comprise three principal regions: the Americas, EMEA and Asia-Pacific. The regional reporting units monitor the performance and are responsible for the agencies in their region. Agencies within the regional reporting units serve similar clients in similar industries and, in many cases, have the same clients and similar economic characteristics.

Revenue and long-lived assets and goodwill by geographic region:

8. Income Taxes

Our effective tax rate for the nine months ended September 30, 2026 was 26.0% compared to 28.5% for the nine months ended September 30, 2025. The 2026 effective tax rate included the impact of favorable settlements of uncertain tax positions. The effective tax rates for both 2026 and 2025 reflect the impact of the lower tax benefit associated with severance and repositioning charges and IPG acquisition-related costs.

Numerous foreign jurisdictions have enacted legislation to adopt a minimum effective tax rate described in the Global Anti-Base Erosion, or Pillar Two, model rules issued by the Organization for Economic Co-operation and Development ("OECD"). Under such rules, a minimum effective tax rate of 15% applies to multinational companies with consolidated revenue above €750 million.

Under the Pillar Two rules, a company is required to determine a combined effective tax rate for all entities located in a jurisdiction. If the jurisdictional effective tax rate determined under the Pillar Two rules is less than 15%, a top-up tax will be due to bring the jurisdictional effective tax rate up to 15%. We are continuing to monitor Pillar Two legislative developments and the effects of Pillar Two on our business.

On January 5, 2026, the OECD released comprehensive administrative guidance on the “side-by-side system” to streamline Pillar Two’s global minimum tax rules, which would exclude U.S. parented groups from certain Pillar Two provisions in recognition of existing U.S. minimum tax rules. The side-by-side safe harbor election will be effective beginning in 2026, once adopted into domestic legislation, with the transitional safe harbor extended through 2027 to facilitate the implementation of this permanent system. Overall, the rules are not expected to have a material adverse impact on our results of operations, financial position, or cash flows.

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 did not have a material impact on our financial statements.

At September 30, 2026, our gross unrecognized tax benefits were $447.5 million. Of this amount, approximately $430.9 million would affect our effective tax rate upon resolution of the uncertain tax positions.

9. Pension and Other Postemployment Benefits

Pension and other postemployment benefits net periodic benefit expense:

In the nine months ended September 30, 2026 and 2025, we contributed $2.6 million and $0.5 million, respectively, to the defined benefit pension plans.

10. Severance and Repositioning Costs

Severance and repositioning costs incurred during the three and nine months ended September 30, 2026 were $84.7 million and $135.8 million, respectively and consist primarily of real estate and other exit charges. Severance and repositioning costs for the nine-month period also included severance and employee-related termination benefits. Severance and repositioning costs reflect integration-related actions and adjustments to estimates for actions taken during the year ended December 31, 2025 related to the Merger.

In connection with our strategic initiatives, operating expenses for the three and nine months ended September 30, 2025 included $38.6 million and $127.4 million, respectively, of repositioning costs, primarily related to severance actions as we prepared to integrate IPG. Operating expenses for the nine months ended September 30, 2025 also reflected efficiency initiatives taken in the second quarter of 2025, primarily within Omnicom Advertising and Omnicom Production.

The following table summarizes activity during the nine months ended September 30, 2026 related to adjustments to liabilities for severance and contract terminations and other, which are expected to be settled in cash. In addition, real estate and other exit charges of $86.1 million were recorded during the period, which are non-cash charges.

11. Assets Held for Sale and Dispositions of Subsidiaries

During the fourth quarter of 2025, management determined that the assets and liabilities of certain businesses planned for disposition in the next twelve months, primarily within the Advertising and Experiential & Other (formerly, Execution & Support) disciplines, met the criteria to be classified as held for sale. Accordingly, these businesses were recorded at net realizable value - fair value less cost to sell. The disposals did not represent a strategic shift that has or will have a major effect on our operations or financial results and therefore do not qualify for discontinued operations presentation.

In the third quarter of 2026, we recognized a net gain on the disposition of subsidiaries of $106.8 million. In the first quarter of 2026, we recorded impairment charges of $34.3 million to write down certain other businesses identified for disposition to net realizable value. Fair value was determined using discounted cash flow analyses, supplemented by observable market inputs where available. These charges were recorded in net (gain) loss on assets held for sale and dispositions in the consolidated statements of income. In addition, we closed on the sale of certain legacy IPG businesses and recorded an adjustment to goodwill, if applicable (see Note 5 to the consolidated financial statements).

The following table presents the major classes of assets and liabilities classified as held for sale and included in the consolidated balance sheet as of September 30, 2026. Assets and liabilities classified as held for sale are presented separately within current assets and current liabilities, respectively, in the consolidated balance sheet as of September 30, 2026.

12. Supplemental Cash Flow Data

Change in operating capital:

Supplemental financial information:

Non-cash increase in lease liabilities:

13. Commitments and Contingent Liabilities

In the ordinary course of business, we are involved in various legal proceedings. We do not presently expect that such proceedings will have a material adverse effect on our results of operations or financial position.

14. Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss), net of income taxes:

15. Fair Value

Financial assets and liabilities measured at fair value on a recurring basis:

Changes in contingent purchase price obligations:

Carrying amount and fair value of our financial assets and liabilities:

The estimated fair value of the foreign currency derivatives and the cross-currency swaps are determined using model-derived valuations, taking into consideration foreign currency rates, interest rates, and counterparty credit risk. The estimated fair value of the contingent purchase price obligations is calculated in accordance with the terms of each acquisition agreement and is discounted. The fair value of long-term debt is based on quoted market prices.

16. Accelerated Share Repurchase

From time to time, our Board of Directors authorizes the repurchase of shares of our common stock. In February 2026, the Board authorized the repurchase of up to $5.0 billion of our common stock. 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. We received an additional 7.5 million shares upon settlement of the ASR agreement in May 2026 and recorded this final adjustment, which increased additional paid-in-capital.

17. Subsequent Events

We have evaluated events subsequent to the balance sheet date and determined that there have not been any events that have occurred that would require additional adjustments to, or disclosures in, these unaudited consolidated financial statements.