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2025 Third Quarter October 21, 2025
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2 Highlights Revenue • Q3 2025 organic revenue growth of 2.6% • United States organic growth of 4.6% • Media & Advertising organic growth of 9.1% Income • Q3 Non-GAAP Adj. EBITA of $651.0 million, up 4.6%, with a 16.1% margin, up 10 basis points(i) • Operating income of $530.1 million • Q3 Non-GAAP adjusted diluted EPS of $2.24, up 10.3%(i) • Reported diluted EPS of $1.75 Business update • Interpublic (IPG) acquisition expected to close by the end of November 2025 • Integration planning continues to accelerate • Confident in the achievement of our $750 million cost synergy target Capital allocation • $89 million in share repurchases in Q3 and $312 million YTD • 31.2% Return on Equity and 17.4% Return on Invested Capital for the reported 12 months ended September 30, 2025 (i) See Non-GAAP reconciliations on pages 19 - 22.
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3 Revenue Change Third Quarter Year to Date $ % ∆ $ % ∆ Prior Period Revenue $ 3,882.6 $ 11,366.9 Foreign exchange rate impact(1) 52.4 1.4 % 35.6 0.3 % Acquisition revenue, net of disposition revenue(2) (0.3) — % (0.5) — % Organic growth(3) 102.4 2.6 % 341.1 3.0 % Current Period Revenue $ 4,037.1 4.0 % $ 11,743.1 3.3 % In millions. See Definitions (1) through (3) on page 13.
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4 Third Quarter Reported 2025 Reported 2024 Non-GAAP Adj. 2025 Non-GAAP Adj. 2024 Revenue $ 4,037.1 $ 3,882.6 $ 4,037.1 $ 3,882.6 Operating Expenses(a) 3,507.0 3,282.5 3,407.6 3,282.5 Operating Income(a) 530.1 600.1 629.5 600.1 Operating Income Margin % 13.1 % 15.5 % 15.6 % 15.5 % Net Interest Expense 43.2 40.4 43.2 40.4 Income Tax Expense(b) 132.3 150.2 152.5 150.2 Income Tax Rate 27.2 % 26.8 % 26.0 % 26.8 % Income from Equity Method Investments 5.8 0.4 5.8 0.4 Net Income Attributed to Noncontrolling Interests 19.1 24.0 19.1 24.0 Amortization of acquired intangible assets and internally developed strategic platform assets (after-tax) — — 15.9 16.4 Net Income - Omnicom Group Inc.(a)(b) $ 341.3 $ 385.9 $ 436.4 $ 402.3 Net Income per Share - Diluted(a)(b)(5) $ 1.75 $ 1.95 $ 2.24 $ 2.03 Non-GAAP Measures: EBITA(5) $ 551.6 $ 622.3 $ 651.0 $ 622.3 EBITA Margin % 13.7 % 16.0 % 16.1 % 16.0 % Income Statement Summary - Reported and Non-GAAP Adjusted (QTD) In millions except per share amounts. See Definition (5), Notes on page 13, and Non-GAAP reconciliations on pages 19 - 22. Operating expenses for the three months ended September 30, 2025, increased compared to the prior year period, primarily due to repositioning costs largely related to severance actions within Omnicom Advertising Group and acquisition related costs tied to the pending acquisition of with IPG included within SG&A. Amortization of acquired intangible assets and internally developed strategic platform assets is already reflected in the "as reported" column of the income statement and included within reported EBITA. It is presented in the net income row to show its impact on Adjusted Net Income – Omnicom Group Inc. and Adjusted Net Income per Share – Diluted.
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5 Third Quarter Reported 2025 Repositioning Costs Acquisition Related Costs Amortization Non-GAAP Adj. 2025 Reported 2024 Repositioning Costs Amortization Non-GAAP Adj. 2024 Revenue $ 4,037.1 $ 4,037.1 $ 3,882.6 $ 3,882.6 Operating Expenses: Repositioning costs(a) 38.6 (38.6) — — — — — Selling, general and administrative(a) 163.5 — (60.8) 102.7 99.5 — 99.5 Operating Expenses(a) 3,507.0 (38.6) (60.8) 3,407.6 3,282.5 — 3,282.5 Operating Income(a) 530.1 38.6 60.8 629.5 600.1 — 600.1 Operating Income Margin % 13.1 % 15.6 % 15.5 % 15.5 % Net Interest Expense 43.2 43.2 40.4 40.4 Income Tax Expense(b) 132.3 10.2 10.0 152.5 150.2 — 150.2 Income Tax Rate 27.2 % 26.0 % 26.8 % 26.8 % Income from Equity Method Investments 5.8 5.8 0.4 0.4 Net Income Attributed to Noncontrolling Interests 19.1 19.1 24.0 24.0 Amortization of acquired intangible assets and internally developed strategic platform assets (after- tax) — 15.9 15.9 — 16.4 16.4 Net Income - Omnicom Group Inc.(a)(b) $ 341.3 $28.4 $50.8 $15.9 $ 436.4 $ 385.9 $— $16.4 $ 402.3 Net Income per Share - Diluted(a)(b)(5) $ 1.75 $ 2.24 $ 1.95 $ 2.03 Non-GAAP Measures: EBITA(5) $ 551.6 $38.6 $60.8 $— $ 651.0 $ 622.3 $— $— $ 622.3 EBITA Margin % 13.7 % 16.1 % 16.0 % 16.0 % Income Statement Summary - Reported and Non-GAAP Adjusted (QTD) In millions except per share amounts. See Definition (5), Notes on page 13, and Non-GAAP reconciliations on pages 19 - 22. Operating expenses for the three months ended September 30, 2025, increased compared to the prior year period, primarily due to repositioning costs largely related to severance actions within Omnicom Advertising Group and acquisition related costs tied to the pending acquisition of with IPG included within SG&A. Amortization of acquired intangible assets and internally developed strategic platform assets is already reflected in the "as reported" column of the income statement and included within reported EBITA. It is presented in the net income row to show its impact on Adjusted Net Income – Omnicom Group Inc. and Adjusted Net Income per Share – Diluted.
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6 Revenue by Discipline Third Quarter Year to Date Revenue % of Rev % Growth % Organic Growth(3) Revenue % of Rev % Growth % Organic Growth(3) Media & Advertising $ 2,353.8 58.3 % 10.6 % 9.1 % Media & Advertising $ 6,693.3 57.0 % 8.2 % 8.2 % Precision Marketing 462.5 11.5 % 2.6 % 0.8 % Precision Marketing 1,369.9 11.7 % 5.1 % 3.8 % Public Relations 377.2 9.3 % (6.6) % (7.5) % Public Relations 1,112.8 9.4 % (6.9) % (7.2) % Healthcare 331.2 8.2 % (1.8) % (1.9) % Healthcare 969.5 8.2 % (3.0) % (3.3) % Branding & Retail Commerce 144.8 3.6 % (20.3) % (16.9) % Branding & Retail Commerce 452.9 3.9 % (17.5) % (14.6) % Experiential 152.2 3.8 % (12.7) % (17.7) % Experiential 503.2 4.3 % (1.8) % (5.5) % Execution & Support 215.4 5.3 % 4.6 % 2.0 % Execution & Support 641.5 5.5 % 2.9 % 1.8 % Total $ 4,037.1 100.0 % 4.0 % 2.6 % Total $ 11,743.1 100.0 % 3.3 % 3.0 % In millions. See Definition (3) on page 13.
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7 Third Quarter Revenue % of Rev % Growth % Organic Growth(3) United States $ 2,132.9 52.8 % 4.6 % 4.6 % Other North America 112.4 2.8 % (1.7) % (0.2) % United Kingdom 454.2 11.3 % 6.9 % 3.7 % Euro Markets & Other Europe 681.2 16.8 % 3.9 % (3.1) % Asia Pacific 462.6 11.5 % (4.6) % (3.7) % Latin America 126.4 3.1 % 26.8 % 27.3 % Middle East & Africa 67.4 1.7 % 6.5 % 5.9 % Total $ 4,037.1 100.0 % 4.0 % 2.6 % Revenue by Region In millions. See Definition (3) on page 13. Year to Date Revenue % of Rev % Growth % Organic Growth(3) United States $ 6,233.4 53.1 % 3.9 % 4.0 % Other North America 333.1 2.8 % (3.3) % (0.5) % United Kingdom 1,284.1 10.9 % 2.6 % 0.2 % Euro Markets & Other Europe 2,012.7 17.2 % 3.9 % 0.3 % Asia Pacific 1,338.1 11.4 % 1.1 % 2.6 % Latin America 337.4 2.9 % 11.5 % 20.1 % Middle East & Africa 204.3 1.7 % (2.0) % (1.5) % Total $ 11,743.1 100.0 % 3.3 % 3.0 %
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8 Third Quarter Year to Date 2025 2024 2025 2024 Pharma & Health 16% 16% 15% 16% Food & Beverage 15% 15% 15% 15% Auto 13% 12% 13% 11% Consumer Products 10% 10% 9% 10% Financial Services 8% 7% 8% 7% Travel & Entertainment 8% 7% 8% 7% Technology 8% 8% 8% 8% Retail 7% 6% 7% 6% Government 3% 4% 4% 4% Telecommunications 3% 4% 3% 3% Services 3% 3% 3% 3% Oil, Gas & Utilities 2% 2% 2% 2% N o t - f o r - P r o f i t 1% 1% 1% 1% Education 1% 1% 1% 1% Other 2% 4% 3% 6% Total 100% 100% 100% 100% Revenue by Industry Sector Note: Prior year period amounts conform to the current period presentation.
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9 Operating Expense Detail Third Quarter Year to Date 2025 % of Rev 2024 % of Rev 2025 % of Rev 2024 % of Rev Revenue $ 4,037.1 $ 3,882.6 $ 11,743.1 $ 11,366.9 Operating expenses: Salary and related costs 1,778.5 44.1 % 1,846.9 47.6 % 5,386.8 45.9 % 5,531.1 48.7 % Third-party service costs(c) 955.6 23.7 % 784.5 20.2 % 2,670.8 22.7 % 2,293.8 20.2 % Third-party incidental costs(d) 187.4 4.6 % 164.6 4.2 % 542.8 4.6 % 463.8 4.1 % Total salary and service costs 2,921.5 2,796.0 8,600.4 8,288.7 Occupancy and other costs 322.7 8.0 % 325.6 8.4 % 963.2 8.2 % 953.9 8.4 % Repositioning costs(a) 38.6 1.0 % — — % 127.4 1.1 % 57.8 0.5 % Cost of services 3,282.8 3,121.6 9,691.0 9,300.4 Selling, general and administrative expenses(a) 163.5 4.0 % 99.5 2.6 % 451.8 3.8 % 295.8 2.6 % Depreciation and amortization 60.7 1.5 % 61.4 1.6 % 178.4 1.6 % 181.4 1.6 % Total operating expenses 3,507.0 86.9 % 3,282.5 84.5 % 10,321.2 87.9 % 9,777.6 86.0 % Operating Income(a) $ 530.1 $ 600.1 $ 1,421.9 $ 1,589.3 In millions. See Notes on page 13.
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10 Cash Flow Performance Nine Months Ended September 2025 2024 Free Cash Flow(4) $ 1,323.6 $ 1,402.1 Primary Uses of Cash: Dividends paid to Common Shareholders 413.9 416.0 Dividends paid to Noncontrolling Interest Shareholders 57.1 64.0 Capital Expenditures 110.7 93.6 Acquisition payments, including payment of contingent purchase price obligations, and acquisition of additional noncontrolling interests 87.7 953.4 Stock Repurchases 312.1 362.4 Proceeds from Stock Plans (18.0) (3.9) Primary Uses of Cash(4) 963.5 1,885.5 Net Free Cash Flow(4) $ 360.1 $ (483.4) In millions. See Definition (4) on page 13 and Non-GAAP reconciliations on pages 19 - 22.
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11 Credit & Liquidity $ Millions Twelve Months Ended September 30, 2025 2024 EBITDA(5) $ 2,345.9 $ 2,471.1 Total Debt / EBITDA 2.7 x 2.8 x Net Debt(6) / EBITDA 1.2 x 1.4 x Debt Bank Loans (Due Less Than 1 Year) $ 24.1 $ 16.9 USD-denominated Senior Notes 4,000.0 4,150.0 EUR-denominated Senior Notes 1,872.9 1,712.6 GBP-denominated Senior Notes 435.8 410.8 Other (33.5) 656.7 Total Debt $ 6,299.3 $ 6,947.0 Cash and Equivalents 3,406.5 3,533.9 Short Term Investments — — Net Debt(6) $ 2,892.8 $ 3,413.1 In millions. See Definitions (5) and (6) on page 13 and Non-GAAP reconciliations on pages 19 - 22.
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12 Historical Returns Return on Invested Capital (ROIC)(7) Return on Equity(8) Twelve months ended September 30, 2025 17.4 % Twelve months ended September 30, 2025 31.2 % Twelve months ended September 30, 2024 20.2 % Twelve months ended September 30, 2024 40.6 % In millions. See Definitions (7) and (8) on page 13.
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13 Notes (a) For the three months ended September 30, 2025, operating expenses included $38.6 million ($28.4 million after-tax) of repositioning costs, primarily related to severance actions as we prepare to integrate the pending acquisition of IPG. For the nine months ended September 30, 2025, operating expenses include $127.4 million ($95.7 million after-tax) of repositioning costs, related to severance actions as we prepare to integrate the pending acquisition of IPG, as well as efficiency initiatives in the second quarter of 2025, primarily within the Omnicom Advertising Group and the Omnicom Production Group. In addition, included in selling, general and administrative expenses for the three and nine months ended September 30, 2025, are acquisition related costs of $60.8 million ($50.8 million after-tax) and $160.6 million ($145.0 million after-tax), respectively, related to the pending acquisition of IPG. The net impact of these items reduced operating income for the three and nine months ended September 30, 2025, by $99.4 million ($79.2 million after-tax) and $288.0 million ($240.7 million after-tax), respectively, which reduced diluted net income per share - Omnicom Group Inc. by $0.41 and $1.23, respectively. There were no acquisition related costs or repositioning costs for the three months ended September 30, 2024. For the nine months ended September 30, 2024, operating expenses included $57.8 million ($42.9 million after-tax) of repositioning costs recorded in the second quarter of 2024, primarily related to severance, which reduced diluted net income per share - Omnicom Group Inc. by $0.22. There were no acquisition related costs for the three and nine months ended September 30, 2024. (b) Income tax expense for the three and nine months ended September 30, 2025 included impacts of the acquisition related costs and repositioning costs. Income tax expense for the three and nine months ended September 30, 2024 included impacts related to real estate and other repositioning costs. (c) Third-party service costs include third-party supplier costs when we act as principal in providing services to our clients. (d) Third-party incidental costs primarily consist of client-related travel and incidental out-of-pocket costs, which we bill back to the client directly at our cost and which we are required to include in revenue. (e) Constant Dollar ("C$") expense is calculated by translating the current period’s local currency expense using the prior period average exchange rates to derive current period C$ expense. The foreign exchange rate impact is the difference between the current period expense in U.S. Dollars and the current period C$ expense. Financial Notes Definitions (1) Foreign exchange rate impact: calculated by translating the current period’s local currency revenue using the prior period average exchange rates to derive current period constant currency revenue. The foreign exchange rate impact is the difference between the current period revenue in U.S. Dollars and the current period constant currency revenue. (2) Acquisition revenue, net of disposition revenue: Acquisition revenue is calculated as if the acquisition occurred twelve months prior to the acquisition date by aggregating the comparable prior period revenue of acquisitions through the acquisition date. As a result, acquisition revenue excludes the positive or negative difference between our current period revenue subsequent to the acquisition date, and the comparable prior period revenue and the positive or negative growth after the acquisition date is attributed to organic growth. Disposition revenue is calculated as if the disposition occurred twelve months prior to the disposition date by aggregating the comparable prior period revenue of disposals through such date. The acquisition revenue and disposition revenue amounts are netted in the presentation on page 3. (3) Organic growth: calculated by subtracting the foreign exchange rate impact, and the acquisition revenue, net of disposition revenue components from total revenue growth. (4) See page 19 for the reconciliation of Non-GAAP financial measures, which reconciles Free Cash Flow to the Net Cash Provided by (Used in) Operating Activities and Net Free Cash Flow to the Net Increase (Decrease) in Cash and Cash Equivalents for the periods presented on page 10. The Free Cash Flow, Primary Uses of Cash and Net Free Cash Flow amounts presented on page 15 are Non-GAAP liquidity measures. See page 23 for the definition of Net Free Cash Flow. (5) EBITA, EBITDA, and Non-GAAP Adjusted Net Income per share - Diluted are Non-GAAP performance measures. See page 23 for the definition of these measures and pages 20 and 22 for the reconciliation of Non-GAAP financial measures. (6) Net Debt is a Non-GAAP liquidity measure. See page 23 for the definition of this measure, which is reconciled in the table on page 11. (7) Return on Invested Capital is After Tax Reported Operating Income (a Non-GAAP performance measure – see page 19 for the reconciliation of Non-GAAP financial measures) divided by the average of Invested Capital at the beginning and the end of the period (book value of all long-term liabilities, including those related to operating leases, short-term interest bearing debt, the short-term liability related to operating leases plus shareholders’ equity less cash, cash equivalents, short-term investments, and operating lease right of use assets). (8) Return on Equity is Reported Net Income for the given period divided by the average of shareholders’ equity at the beginning and end of the period. (9) The Free Cash Flow amounts presented on page 15 are Non-GAAP liquidity measures. See page 23 for the definition of this measure and page 19 for the reconciliation of the Non-GAAP financial measures, which reconciles Free Cash Flow to the Net Cash Provided by (Used in) Operating Activities for the periods presented on page 15.
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14 Appendix
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15 Free Cash Flow Nine Months Ended September 30, 2025 2024 Net Income $ 941.6 $ 1,095.1 Depreciation and Amortization of Intangible Assets 178.4 181.4 Share-Based Compensation 73.1 69.1 Repositioning costs 127.4 57.8 Other Items to Reconcile to Net Cash Provided by (Used in) Operating Activities, net 3.1 (1.3) Free Cash Flow(9) $ 1,323.6 $ 1,402.1 In millions. See Definition (9) on page 13 and Non-GAAP reconciliations on pages 19 - 22.
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16 Operating Expense Detail - Constant $ Third Quarter Year to Date 2025 2025 C$(e) 2024 2025 2025 C$(e) 2024 Operating expenses: Salary and related costs $ 1,778.5 $ 1,748.7 $ 1,846.9 $ 5,386.8 $ 5,362.6 $ 5,531.1 Third-party service costs(c) 955.6 944.2 784.5 2,670.8 2,663.5 2,293.8 Third-party incidental costs(d) 187.4 185.3 164.6 542.8 541.0 463.8 Total salary and service costs 2,921.5 2,878.2 2,796.0 8,600.4 8,567.1 8,288.7 Occupancy and other costs 322.7 317.7 325.6 963.2 960.7 953.9 Repositioning costs(a) 38.6 38.6 — 127.4 127.4 57.8 Cost of services 3,282.8 3,234.5 3,121.6 9,691.0 9,655.2 9,300.4 Selling, general and administrative expenses(a) 163.5 162.4 99.5 451.8 451.1 295.8 Depreciation and amortization 60.7 60.0 61.4 178.4 178.1 181.4 Total operating expenses(a) $ 3,507.0 $ 3,456.9 $ 3,282.5 $ 10,321.2 $ 10,284.4 $ 9,777.6 In millions. See Notes on page 13.
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17 Year to Date Reported 2025 Reported 2024 Non-GAAP Adj. 2025 Non-GAAP Adj. 2024 Revenue $ 11,743.1 $ 11,366.9 $ 11,743.1 $ 11,366.9 Operating Expenses(a) 10,321.2 9,777.6 10,033.2 9,719.8 Operating Income(a) 1,421.9 1,589.3 1,709.9 1,647.1 Operating Income Margin % 12.1 % 14.0 % 14.6 % 14.5 % Net Interest Expense 113.3 108.9 113.3 108.9 Income Tax Expense(b) 373.5 389.9 420.8 404.8 Income Tax Rate 28.5 % 26.3 % 26.4 % 26.3 % Income from Equity Method Investments 6.5 4.6 6.5 4.6 Net Income Attributed to Noncontrolling Interests 55.0 62.5 55.0 62.5 Amortization of acquired intangible assets and internally developed strategic platform assets (after- tax) — — 46.7 48.2 Net Income - Omnicom Group Inc.(a)(b) $ 886.6 $ 1,032.6 $ 1,174.0 $ 1,123.7 Net Income per Share - Diluted(a)(b)(5) $ 4.51 $ 5.19 $ 5.98 $ 5.65 Non-GAAP Measures: EBITA(5) $ 1,485.0 $ 1,654.5 $ 1,773.0 $ 1,712.3 EBITA Margin % 12.6 % 14.6 % 15.1 % 15.1 % Income Statement Summary - Reported and Non-GAAP Adjusted (YTD) In millions except per share amounts. See Definition (5), Notes on page 13, and Non-GAAP reconciliations on pages 19 - 22. Operating expenses for the nine months ended September 30, 2025, increased compared to the prior year period, primarily due to repositioning costs largely related to severance actions within Omnicom Advertising Group and acquisition related costs tied to the pending acquisition of with IPG included within SG&A. Amortization of acquired intangible assets and internally developed strategic platform assets is already reflected in the "as reported" column of the income statement and included within reported EBITA. It is presented in the net income row to show its impact on Adjusted Net Income – Omnicom Group Inc. and Adjusted Net Income per Share – Diluted.
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18 Year to Date Reported 2025 Repositioning Costs Acquisition Related Costs Amortization Non-GAAP Adj. 2025 Reported 2024 Repositioning Costs Amortization Non-GAAP Adj. 2024 Revenue $ 11,743.1 $ 11,743.1 $ 11,366.9 $ 11,366.9 Operating Expenses: Repositioning costs(a) 127.4 (127.4) — — 57.8 (57.8) — Selling, general and administrative(a) 451.8 — (160.6) 291.2 295.8 — 295.8 Operating Expenses(a) 10,321.2 (127.4) (160.6) 10,033.2 9,777.6 (57.8) 9,719.8 Operating Income(a) 1,421.9 127.4 160.6 1,709.9 1,589.3 57.8 1,647.1 Operating Income Margin % 12.1 % 14.6 % 14.0 % 14.5 % Net Interest Expense 113.3 113.3 108.9 108.9 Income Tax Expense(b) 373.5 31.7 15.6 420.8 389.9 14.9 404.8 Income Tax Rate 28.5 % 26.4 % 26.3 % 26.3 % Income from Equity Method Investments 6.5 6.5 4.6 4.6 Net Income Attributed to Noncontrolling Interests 55.0 55.0 62.5 62.5 Amortization of acquired intangible assets and internally developed strategic platform assets (after- tax) — 46.7 46.7 — 48.2 48.2 Net Income - Omnicom Group Inc.(a)(b) $ 886.6 $95.7 $145.0 $46.7 $ 1,174.0 $ 1,032.6 $42.9 $48.2 $ 1,123.7 Net Income per Share - Diluted(a)(b)(5) $ 4.51 $ 5.98 $ 5.19 $ 5.65 Non-GAAP Measures: EBITA(5) $ 1,485.0 $127.4 $160.6 $— $ 1,773.0 $ 1,654.5 $57.8 $— $ 1,712.3 EBITA Margin % 12.6 % 15.1 % 14.6 % 15.1 % Income Statement Summary - Reported and Non-GAAP Adjusted (YTD) In millions except per share amounts. See Definition (5), Notes on page 13, and Non-GAAP reconciliations on pages 19 - 22. Operating expenses for the nine months ended September 30, 2025, increased compared to the prior year period, primarily due to repositioning costs largely related to severance actions within Omnicom Advertising Group and acquisition related costs tied to the pending acquisition of with IPG included within SG&A. Note: (1) Amortization of acquired intangible assets and internally developed strategic platform assets is already reflected in the "as reported" column of the income statement and included within reported EBITA. It is presented in the net income row to show its impact on Adjusted Net Income – Omnicom Group Inc. and Adjusted Net Income per Share – Diluted.
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19 Non-GAAP Reconciliations Nine Months Ended September 30, 2025 2024 Net Cash Provided by (Used in) Operating Activities $ (99.2) $ (191.5) Operating Activities items excluded from Free Cash Flow: Changes in Operating Capital (1,422.8) (1,593.6) Free Cash Flow $ 1,323.6 $ 1,402.1 Net Increase (Decrease) in Cash and Cash Equivalents $ (932.9) $ (898.1) Cash Flow items excluded from Net Free Cash Flow: Changes in Operating Capital (1,422.8) (1,593.6) Proceeds from borrowings — 1,236.0 Other investing, net 50.7 1.2 Changes in Short-term Debt, net 0.5 7.0 Other financing, net (56.0) (58.6) Effect of foreign exchange rate changes on cash and cash equivalents 134.6 (6.7) Net Free Cash Flow $ 360.1 $ (483.4) Twelve Months Ended September 30, 2025 2024 Reported Operating Income $ 2,107.2 $ 2,236.0 Effective Tax Rate for the applicable period 27.8 % 26.4 % Income Taxes on Reported Operating Income 585.8 590.3 After Tax Reported Operating Income $ 1,521.4 $ 1,645.7 In millions
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20 Non-GAAP Reconciliations In millions. See Definition (5) and Notes on page 13. The above table reconciles to the Non-GAAP financial measures of EBITDA, EBITA, and EBITA - Adjusted to the GAAP financial measures of Net Income - Omnicom Group Inc. for the periods presented. See page 23 for definition of Non-GAAP financial measures. Three Months Ended September 30, Nine Months Ended September 30, Twelve Months Ended September 30, 2025 2024 2025 2024 2025 2024 Net Income - Omnicom Group Inc.(a)(b) $ 341.3 $ 385.9 $ 886.6 $ 1,032.6 $ 1,334.6 $ 1,458.3 Net Income Attributed to Noncontrolling Interests 19.1 24.0 55.0 62.5 85.9 94.6 Income From Equity Method Investments 5.8 0.4 6.5 4.6 8.8 6.6 Income Tax Expense 132.3 150.2 373.5 389.9 544.1 554.0 Income Before Income Taxes and Income From Equity Method Investments 486.9 559.7 1,308.6 1,480.4 1,955.8 2,100.3 Net Interest Expense 43.2 40.4 113.3 108.9 151.4 135.7 Operating Income(a)(b) 530.1 600.1 1,421.9 1,589.3 2,107.2 2,236.0 Amortization of acquired intangible assets and internally developed strategic platform assets(5) 21.5 22.2 63.1 65.2 85.4 81.8 EBITA 551.6 622.3 1,485.0 1,654.5 2,192.6 2,317.8 Amortization of other purchased and internally developed software 3.9 4.3 11.9 13.4 16.6 18.1 Depreciation 35.3 34.9 103.4 102.8 136.7 135.2 EBITDA $ 590.8 $ 661.5 $ 1,600.3 $ 1,770.7 $ 2,345.9 $ 2,471.1 EBITA $ 551.6 $ 622.3 $ 1,485.0 $ 1,654.5 Repositioning costs(a) 38.6 — 127.4 57.8 Acquisition related costs(a) 60.8 — 160.6 — EBITA - Adjusted $ 651.0 $ 622.3 $ 1,773.0 $ 1,712.3 Revenue $ 4,037.1 $ 3,882.6 $ 11,743.1 $ 11,366.9 EBITA $ 551.6 $ 622.3 $ 1,485.0 $ 1,654.5 EBITA Margin % 13.7 % 16.0 % 12.6 % 14.6 % EBITA - Adjusted(a) $ 651.0 $ 622.3 $ 1,773.0 $ 1,712.3 EBITA Margin % - Adjusted(a) 16.1 % 16.0 % 15.1 % 15.1 %
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21 Non-GAAP Reconciliations In millions. See Notes on page 13. The above table reconciles the adjusted Non-GAAP financial measure of Non-GAAP Operating Income - Adjusted to the GAAP financial measure of Operating Income for the periods presented. Management believes excluding the acquisition related costs and repositioning costs is useful for investors to evaluate the comparability of the performance of our business between reporting periods. Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Net Income - Omnicom Group Inc.- Reported $ 341.3 $ 385.9 $ 886.6 $ 1,032.6 Net Income Attributed To Noncontrolling Interests 19.1 24.0 55.0 62.5 Net Income 360.4 409.9 941.6 1,095.1 Income From Equity Method Investments 5.8 0.4 6.5 4.6 Income Tax Expense(b) 132.3 150.2 373.5 389.9 Income Before Income Taxes and Income From Equity Method Investments 486.9 559.7 1,308.6 1,480.4 Net Interest Expense 43.2 40.4 113.3 108.9 Operating Income - Reported 530.1 600.1 1,421.9 1,589.3 Repositioning costs(a) 38.6 — 127.4 57.8 Acquisition related costs(a) 60.8 — 160.6 — Non-GAAP Operating Income - Adjusted $ 629.5 $ 600.1 $ 1,709.9 $ 1,647.1
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22 Third Quarter Year to Date 2025 2024 2025 2024 Net Income - Omnicom Group Inc. - Reported $ 341.3 $ 385.9 $ 886.6 $ 1,032.6 Impact on Net Income related to: Repositioning costs(a) 28.4 — 95.7 42.9 Acquisition related costs(a) 50.8 — 145.0 — Amortization of acquired intangible assets and internally developed strategic platform assets 15.9 16.4 46.7 48.2 Non-GAAP Net Income - Omnicom Group Inc. - Adjusted(5) $ 436.4 $ 402.3 $ 1,174.0 $ 1,123.7 Diluted Shares 194.9 198.2 196.4 198.9 Reported Net Income per Share - Diluted $ 1.75 $ 1.95 $ 4.51 $ 5.19 Repositioning costs(a) $ 0.15 $ — $ 0.49 $ 0.22 Acquisition related costs(a) $ 0.26 $ — $ 0.74 $ — Amortization of acquired intangible assets and internally developed strategic platform assets $ 0.08 $ 0.08 $ 0.24 $ 0.24 Non-GAAP Adjusted Net Income per Share - Omnicom Group Inc. - Diluted (5) $ 2.24 $ 2.03 $ 5.98 $ 5.65 Non-GAAP Reconciliations In millions. See Definition (5) and Notes on page 13. The above table reconciles the adjusted Non-GAAP financial measures of Non-GAAP Net Income-Omnicom Group Inc.-Adjusted and Non-GAAP Adjusted Net Income per Share - Omnicom Group Inc. - Diluted to the GAAP financial measures of Net Income - Omnicom Group Inc. and Net income per share - Omnicom Group Inc. - diluted for the periods presented. Management believes these Non-GAAP measures are useful for investors to evaluate the comparability of the performance of our business between reporting periods.
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23 Disclosures The preceding materials have been prepared for use in the October 21, 2025 conference call on Omnicom’s results of operations for the three and nine months ended September 30, 2025. The call will be archived on the internet at http:// investor.omnicomgroup.com Forward-Looking Statements Certain statements in this document contain forward-looking statements, including statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, from time to time, the Company or its representatives have made, or may make, forward-looking statements, orally or in writing. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of the Company’s management as well as assumptions made by, and information currently available to, the Company’s management. Forward-looking statements may be accompanied by words such as “aim,” “anticipate,” “believe,” “plan,” “could,” “should,” “would,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “will,” “possible,” “potential,” “predict,” “project” or similar words, phrases or expressions. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the Company’s control. Therefore, you should not place undue reliance on such statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include: risks relating to the pending merger (the "merger") with IPG, including: that the merger may not be completed in a timely manner or at all; delays, unanticipated costs or restrictions resulting from regulatory review of the merger, including the risk that Omnicom or IPG may be unable to obtain governmental and regulatory approvals required for the merger, or that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the merger; uncertainties associated with the merger may cause a loss of both companies’ management personnel and other key employees, and cause disruptions to both companies’ business relationships; the merger agreement subjects the Company and IPG to restrictions on business activities prior to the effective time of the merger; the Company and IPG are expected to incur significant costs in connection with the merger and integration; litigation risks relating to the merger; the business and operations of both companies may not be integrated successfully in the expected time frame; the merger may result in a loss of both companies’ clients, service providers, vendors, joint venture participants and other business counterparties; and the combined company may fail to realize all of the anticipated benefits of the merger or fail to effectively manage its expanded operations; adverse economic conditions and disruptions, including geopolitical events, international hostilities, acts of terrorism, public health crises, inflation or stagflation, tariffs and other trade barriers, central bank interest rate policies in countries that comprise our major markets, labor and supply chain issues affecting the distribution of our clients’ products, or a disruption in the credit markets; international, national or local economic conditions that could adversely affect the Company or its clients, losses on media purchases and production costs incurred on behalf of clients; reductions in client spending, a slowdown in client payments or a deterioration or disruption in the credit markets; the ability to attract new clients and retain existing clients in the manner anticipated; changes in client marketing and communications services requirements; failure to manage potential conflicts of interest between or among clients; unanticipated changes related to competitive factors in the marketing and communications services industries; unanticipated changes to, or the ability to hire and retain, key personnel; currency exchange rate fluctuations; reliance on information technology systems and risks related to cybersecurity incidents; effective management of the risks, challenges and efficiencies presented by utilizing Artificial Intelligence (AI) technologies and related partnerships in our business; changes in legislation or governmental regulations affecting the Company or its clients; risks associated with assumptions the Company makes in connection with its acquisitions, critical accounting estimates and legal proceedings; the Company’s international operations, which are subject to the risks of currency repatriation restrictions, social or political conditions and an evolving regulatory environment in high-growth markets and developing countries; and risks related to environmental, social and governance goals and initiatives, including impacts from regulators and other stakeholders, and the impact of factors outside of our control on such goals and initiatives. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that may affect the Company’s business, including those described in Item 1A, “Risk Factors” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K and in other documents filed from time to time with the Securities and Exchange Commission. Except as required under applicable law, the Company does not assume any obligation to update these forward-looking statements. Non-GAAP Financial Measures We present financial measures determined in accordance with generally accepted accounting principles in the United States (“GAAP”) and adjustments to the GAAP presentation (“Non-GAAP”), which we believe are meaningful for understanding our performance. We believe these measures are useful in evaluating the impact of certain items on operating performance and allow for comparability between reporting periods. EBITA is defined as earnings before interest, income taxes, and amortization of acquired intangible assets and internally developed strategic platform assets, and EBITA margin is defined as EBITA divided by revenue. We use EBITA and EBITA margin as additional operating performance measures, which exclude the non-cash amortization expense of acquired intangible assets and internally developed strategic platform assets. We also use Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted EBITA, Adjusted EBITA Margin, Adjusted Income Tax Expense, Adjusted Net Income – Omnicom Group Inc. and Adjusted Net Income per diluted share – Omnicom Group Inc. as additional operating performance measures. Free Cash Flow is defined as net income plus depreciation, amortization, share based compensation expense plus/(less) other items to reconcile to net cash (used in) provided by operating activities. We believe Free Cash Flow is a useful measure of liquidity to evaluate our ability to generate excess cash from our operations. Primary Uses of Cash is defined as dividends to common shareholders, dividends paid to non-controlling interest shareholders, capital expenditures, cash paid on acquisitions, payments for additional interest in controlled subsidiaries and stock repurchases, net of the proceeds from our stock plans, and excludes changes in operating capital and other investing and financing activities, including commercial paper issuances and redemptions used to fund working capital changes. We believe this liquidity measure is useful in identifying the significant uses of our cash. Net Free Cash Flow is defined as Free Cash Flow less the Primary Uses of Cash. Net Free Cash Flow is one of the metrics used by us to assess our sources and uses of cash and was derived from our consolidated statements of cash flows. We believe that this liquidity measure is meaningful for understanding our primary sources and primary uses of that cash flow. EBITDA is defined as earnings before interest, taxes, depreciation and amortization of intangible assets. Net Debt is defined as total debt less cash, cash equivalents and short-term investments. We believe net debt, together with the comparable GAAP measures, reflects one of the liquidity metrics used by us to assess our cash management. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP. Non-GAAP financial measures as reported by us may not be comparable to similarly titled amounts reported by other companies. Other Information All dollar amounts are in millions except for per share figures. The information contained in this document has not been audited, although some data has been derived from Omnicom’s historical financial statements, including its audited financial statements. In addition, industry, operational, and other non-financial data contained in this document have been derived from sources that we believe to be reliable, but we have not independently verified such information, and we do not, nor does any other person, assume responsibility for the accuracy or completeness of that information. Certain amounts in prior periods have been reclassified to conform to our current presentation. The inclusion of information in this presentation does not mean that such information is material or that disclosure of such information is required.