Exhibit 99.1

Omnicom and Interpublic Announce

Exchange Offers and Consent Solicitations

NEW YORK, August 11, 2025 – Omnicom Group Inc. (“Omnicom”) (NYSE: OMC) and The Interpublic Group of Companies, Inc. (“IPG”) (NYSE: IPG) today announced that in connection with Omnicom’s pending transaction to acquire IPG contemplated by the Agreement and Plan of Merger, dated as of December 8, 2024 (such transaction, the “Merger”), Omnicom has commenced offers to Eligible Holders (as defined below) to exchange (each an “Exchange Offer” and, collectively the “Exchange Offers”) any and all outstanding 4.650% Notes due 2028 (the “Existing IPG 2028 Notes”), 4.750% Notes due 2030 (the “Existing IPG 2030 Notes”), 2.400% Notes due 2031 (the “Existing IPG 2031 Notes”), 5.375% Notes due 2033 (the “Existing IPG 2033 Notes”), 3.375% Notes due 2041 (the “Existing IPG 2041 Notes”) and 5.400% Notes due 2048 (the “Existing IPG 2048 Notes” and together with the Existing IPG 2028 Notes, the Existing IPG 2030 Notes, the Existing IPG 2031 Notes, the Existing IPG 2033 Notes and the Existing IPG 2041 Notes, the “Existing IPG Notes”) for (1) up to $2,950,000,000 aggregate principal amount of new senior notes to be issued by Omnicom (the “New Omnicom Notes”), and (2) cash, as set forth in the table below. The Exchange Offers and Consent Solicitations (as defined herein) are being conducted in connection with, and are conditioned upon, among other things, the completion of the Merger.

In conjunction with the Exchange Offers, Omnicom is also soliciting consents (each a “Consent Solicitation” and, collectively, the “Consent Solicitations”), on behalf of IPG, from Eligible Holders of the Existing IPG Notes to amend the applicable indenture governing the Existing IPG Notes (each an “Existing IPG Indenture” and, collectively, the “Existing IPG Indentures”), to eliminate certain of the covenants, restrictive provisions and events of default from such Existing IPG Indentures (collectively, the “Proposed Amendments”). The adoption of the Proposed Amendments for each Existing IPG Indenture requires the consent of the Eligible Holders of a majority in aggregate principal amount outstanding of the applicable series of Existing IPG Notes (each a “Majority Noteholder Consent” and, collectively, the “Majority Noteholder Consents”).

The Exchange Offers and Consent Solicitations are being made pursuant to the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement, dated August 11, 2025 (the “Statement”).

The following table sets forth the Exchange Consideration, Consent Payment, Early Tender Payment and Total Exchange Consideration (each such term, as defined below) for Existing IPG Notes for which the New Omnicom Notes are being offered:

Eligible Holders who (i) validly tender and do not validly withdraw their Existing IPG Notes at or prior to 5:00 p.m., New York City time, on August 22, 2025, unless extended (the “Early Tender Date”) or terminated, (ii) validly deliver and do not validly revoke their related consent in the applicable Consent Solicitation at or prior to the Early Tender Date, and (iii) beneficially own such Existing IPG Notes at the Expiration Date, will be eligible to receive the applicable Total Exchange Consideration as set forth in the table above, which includes the applicable Early Tender Payment and Consent Payment as set forth in the table, for all such Existing IPG Notes that are accepted.

Eligible Holders who (i) validly tender and do not validly withdraw their Existing IPG Notes after the Early Tender Date and prior to 5:00 p.m., New York City time, on September 9, 2025, unless extended (the “Expiration Date”), (ii) validly deliver and do not validly revoke their related consents in the applicable Consent Solicitation after the Early Tender Date and prior to the Expiration Date, and (iii) beneficially own such Existing IPG Notes at the Expiration Date, will be eligible to receive (A) $970 principal amount of the applicable series of New Omnicom Notes if consents sufficient to effect the Proposed Amendments are not received by the Early Tender Date or (B) if, at the Early Tender Date, consents sufficient to effect the Proposed Amendments have been received, $1,000 principal amount of such series of New Omnicom Notes ((A) and (B), as applicable, the “Exchange Consideration”).

The settlement date will be promptly after the Expiration Date and is expected to be within two business days after the Expiration Date. To the extent the completion of the Merger is not anticipated to occur on or before the then-anticipated settlement date, for any reason, Omnicom anticipates extending the Expiration Date until such time that the Merger has been consummated. Any such extension of the Expiration Date will cause a corresponding extension of the settlement date. During any extension of the Expiration Date, all Existing IPG Notes previously tendered (and not validly withdrawn) in an extended Exchange Offer will remain subject to such Exchange Offer and may be accepted for exchange by Omnicom.

Each New Omnicom Note issued in the Exchange Offers for a validly tendered Existing IPG Note will have an interest rate and maturity date that is identical to the interest rate and maturity date of the tendered Existing IPG Note, as well as identical interest payment dates and optional redemption prices. The New Omnicom Notes will be general unsecured senior obligations of Omnicom and will rank equally in right of payment with all of Omnicom’s other unsecured senior indebtedness. The terms of the covenants, related exceptions to such covenants and the events of default, among other provisions, to which the New Omnicom Notes are subject are materially different than the covenants, related exceptions and events of default to which the Existing IPG Notes are subject. Eligible Holders should refer to the Statement for more information on the terms of the New Omnicom Notes.

The New Omnicom Notes will only be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. No tender of Existing IPG Notes will be accepted if it results in the issuance of less than the minimum authorized denomination principal amount of New Omnicom Notes. If, pursuant to the Exchange Offers, a tendering Eligible Holder would otherwise be entitled to receive a principal amount of New Omnicom Notes that is not equal to the minimum authorized denomination or an integral multiple of $1,000 in excess thereof, such principal amount will be rounded down to the minimum authorized denomination or the nearest integral multiple of $1,000 in excess thereof, and such Eligible Holder will receive pursuant to the Exchange Offers this rounded principal amount of New Omnicom Notes plus (a) cash equal to the principal amount of New Omnicom Notes not received as a result of rounding down, and (b) cash equal to the accrued and unpaid interest on the Existing IPG Notes that are validly tendered and not validly withdrawn, but are not exchanged for New Omnicom Notes as a result of rounding down.

Each Exchange Offer and Consent Solicitation is subject to the satisfaction of certain conditions, including among other things, the completion of the Merger and the completion of each of the other Exchange Offers and receipt of the Majority Noteholder Consents in each of the Consent Solicitations. Eligible Holders of Existing IPG Notes will not receive the Exchange Consideration or the Total Exchange Consideration, as applicable, unless such conditions are met or are otherwise waived by Omnicom (other than the condition that the Merger shall have been completed). The parties’ obligations to complete the Merger are conditioned upon (i) the receipt of remaining regulatory approvals and (ii) certain other customary closing conditions. The completion of the Merger is not subject to the completion of the Exchange Offers or Consent Solicitations.

Eligible Holders may not deliver a consent in the Consent Solicitations without tendering Existing IPG Notes in the applicable Exchange Offer. If an Eligible Holder tenders Existing IPG Notes in an Exchange Offer, such Eligible Holder will be deemed to deliver its consent with respect to the principal amount of such tendered Existing IPG Notes to the corresponding Proposed Amendments. Tenders of Existing IPG Notes may be withdrawn at any time prior to the Expiration Date; however the related consent delivered by such Eligible Holder may not be withdrawn after the earlier of (i) 5:00 p.m., New York City time, on the Early Tender Date and (ii) the date the applicable supplemental indenture to the Existing IPG Indenture implementing the Proposed Amendments to the Existing IPG Notes Indenture is executed (the earlier of (i) and (ii), the “Consent Revocation Deadline”). An Eligible Holder that validly tenders Existing IPG Notes and validly delivers (and does not validly revoke) a consent prior to the Early Tender Date, but withdraws such Existing IPG Notes after the Early Tender Date but prior to the Expiration Date, will receive the Consent Payment, even if such Eligible Holder is no longer the beneficial owner of such Existing IPG Notes at the Expiration Date. Omnicom may complete the Exchange Offers even if valid consents sufficient to effect the Proposed Amendments to the applicable Existing IPG Indenture are not received.

The Statement and other documents relating to the Exchange Offers and Consent Solicitations will only be distributed to holders of Existing IPG Notes who complete and return a letter of eligibility certifying that they are (i) “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act of 1933, as amended (“Securities Act”) or (ii) not “U.S. persons” and are outside of the United States within the meaning of Regulation S under the Securities Act and who are “non-U.S. qualified offerees” (as defined in the Statement) (such persons, “Eligible Holders”). Only Eligible Holders are authorized to receive and review the Statement and only Eligible Holders are permitted to tender Existing IPG Notes in the Exchange Offers and deliver consents in the Consent Solicitations. Eligible Holders of Existing IPG Notes who desire to obtain and complete the letter of eligibility and obtain copies of the Statement should call D.F. King & Co., Inc., the Exchange and Information Agent, at (800) 290-6432 (toll-free) or (212) 401-9970 (collect for banks and brokers). Information related to the Exchange Offers and Consent Solicitations, together with any updates, will be available at www.dfking.com/omnicom.

Among other risks described in the Statement, the Exchange Offers and Consent Solicitations are expected to result in reduced liquidity for the Existing IPG Notes that are not exchanged and, if adopted, the Proposed Amendments to the Existing IPG Indenture will reduce protection to remaining holders of Existing IPG Notes. Eligible Holders should refer to the Statement for more details on the risks related to the Exchange Offers and Consent Solicitations.

Omnicom has engaged BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as Dealer Managers and Solicitation Agents for the Exchange Offers and Consent Solicitations. Please direct questions regarding the Exchange Offers and Consent Solicitations to BofA Securities, Inc. at (888) 292-0070 (toll-free) or (980) 387-3907 (collect for banks and brokers), J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-3554 (collect for banks and brokers) or Wells Fargo Securities, LLC at (866) 309-6316 (toll free) or (332) 214-6330.

The New Omnicom Notes will not be registered under the Securities Act or any state or foreign securities laws, and they may not be offered or sold absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state and foreign securities laws. The Statement has not been filed with or reviewed by the federal or any state securities commission or regulatory authority of any country, nor has any such commission or authority passed upon the accuracy or adequacy of the Statement. Any representation to the contrary is unlawful and may be a criminal offense.

None of Omnicom, IPG, any of their respective directors or officers, the Dealer Managers or the Exchange and Information Agent, or in each case, any of their respective affiliates, makes any recommendation as to whether or not Eligible Holders should tender or refrain from tendering all or any portion of the Existing IPG Notes in response to the Exchange Offers, or deliver consents in response to the Consent Solicitations. Eligible Holders will need to make their own decision as to whether to tender Existing Notes in the Exchange Offer and participate in the Consent Solicitations and, if so, the principal amount of Existing IPG Notes to tender.

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About Omnicom

Omnicom (NYSE: OMC) is a leading provider of data-inspired, creative marketing and sales solutions. Omnicom’s iconic agency brands are home to the industry’s most innovative communications specialists who are focused on driving intelligent business outcomes for their clients. The company offers a wide range of services in advertising, strategic media planning and buying, precision marketing, retail and digital commerce, branding, experiential, public relations, healthcare marketing and other specialty marketing services to over 5,000 clients in more than 70 countries. For more information, visit www.omnicomgroup.com.

About IPG

IPG (NYSE: IPG) (www.interpublic.com) is a values-based, data-fueled, and creatively driven provider of marketing solutions. Home to some of the world's best-known and most innovative communications specialists, IPG global brands include Acxiom, Craft, FCB, FutureBrand, Golin, Initiative, IPG Health, IPG Mediabrands, Jack Morton, KINESSO, MAGNA, McCann, Mediahub, Momentum, MRM, MullenLowe Global, Octagon, UM, Weber Shandwick and more.

FORWARD-LOOKING STATEMENTS

Certain statements in this press release contain forward-looking statements, including statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, from time to time, Omnicom or IPG or their 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 Omnicom’s and IPG’s management as well as assumptions made by, and information currently available to, Omnicom’s and IPG’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 Omnicom’s and IPG’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:

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that may affect Omnicom’s and IPG’s businesses, including those described in Omnicom’s and IPG’s respective Annual Reports on Form 10-K and in other documents filed from time to time with the Securities and Exchange Commission. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Except to the extent required by applicable law, neither Omnicom nor IPG undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. You are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

NO OFFER OR SOLICITATION

This communication is not intended to and does not constitute an offer to purchase, or the solicitation of an offer to sell, or the solicitation of tenders or consents with respect to any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In the case of the Exchange Offers and Consent Solicitations, the Exchange Offers and Consent Solicitations are being made solely pursuant to the Statement and only to such persons and in such jurisdictions as is permitted under applicable law.

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Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On December 8, 2024, Omnicom Group Inc. (“Omnicom”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Omnicom, EXT Subsidiary Inc., a direct wholly owned subsidiary of Omnicom (“Merger Sub”), and The Interpublic Group of Companies, Inc. (“IPG”), pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into IPG (the “Merger”), with IPG surviving the Merger as a wholly owned subsidiary of Omnicom. Each share of IPG common stock will be converted into, and represent the right to receive, 0.344 shares of common stock of Omnicom, plus cash in lieu of any fractional shares of Omnicom common stock that otherwise would have been issued. On March 18, 2025, the shareholders of each of Omnicom and IPG approved the Merger. On June 23, 2025, Omnicom and IPG announced that the U.S. Federal Trade Commission had concluded its antitrust review of the Merger and reached agreement with Omnicom and IPG on a mutually acceptable consent order. The parties’ obligations to complete the Merger are conditioned upon (i) the receipt of remaining regulatory approvals and (ii) certain other customary closing conditions. The Merger is not subject to a financing condition or the completion of the Exchange Offers or Consent Solicitations announced by Omnicom and IPG on August 11, 2025 related to IPG’s outstanding senior notes (the “Exchange Offers and Consent Solicitations”). Omnicom expects the Merger to close in 2025.

The following unaudited pro forma condensed combined financial statements have been prepared in accordance with Article 11 of Regulation S-X and should be read in conjunction with the accompanying notes. The unaudited pro forma condensed combined financial statements have been prepared from the respective historical consolidated financial statements of Omnicom and IPG and reflect transaction accounting adjustments related to the Merger. The unaudited pro forma condensed combined statements of income for the year ended December 31, 2024 and for the six months ended June 30, 2025 are presented as if the Merger had been completed on January 1, 2024. The unaudited pro forma condensed combined balance sheet as of June 30, 2025 is presented as if the Merger had been completed on June 30, 2025.

The unaudited pro forma condensed combined financial statements have been developed from and should be read in conjunction with:

The unaudited pro forma condensed combined financial statements have been prepared to reflect adjustments to Omnicom’s historical consolidated financial information representing Omnicom management’s estimates based on information available as of August 11, 2025 and are subject to change as additional information becomes available and analyses are performed. However, Omnicom management believes that the assumptions provide a reasonable basis for presenting the significant effects of the Merger as contemplated, and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial statements. Accordingly, the unaudited pro forma condensed combined financial statements reflect the following adjustments, which include transaction accounting adjustments:

The unaudited pro forma condensed combined financial statements have been prepared using the acquisition method of accounting in accordance with U.S. generally accepted accounting principles. Omnicom has been treated as the acquirer for accounting purposes, primarily due to Omnicom stockholders holding majority voting interests in the combined company, Omnicom issuing equity interests to effect the Merger and the management of Omnicom continuing to manage the combined entity. Thus, Omnicom will account for the Merger as a business combination in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations. The total purchase price will be allocated to the acquired tangible and intangible assets and assumed liabilities based on their respective fair values. The fair values of the acquired assets and assumed liabilities of IPG have been measured based on various preliminary estimates using assumptions that Omnicom management believes are reasonable and based on currently available information. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of preparing the unaudited pro forma condensed combined financial statements. The final purchase accounting could be materially different from the preliminary estimates used to prepare the accompanying unaudited pro forma condensed combined financial statements which could have a material impact on the combined company’s future results of operations and financial position.

The unaudited pro forma condensed combined financial statements have been prepared based on the aforementioned historical financial statements and the assumptions and adjustments as described in the notes to the unaudited pro forma condensed combined financial statements. The pro forma adjustments reflect transaction accounting adjustments related to the Merger, which are discussed in further detail below. The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not purport to represent the combined company’s consolidated results of operations or consolidated financial position that would actually have occurred had the Merger been consummated on the dates assumed or to project the combined company’s consolidated results of operations or consolidated financial position for any future date or period.

The accounting policies followed in preparing the unaudited pro forma condensed combined financial statements are those used by Omnicom as set forth in Omnicom’s audited historical financial statements. Based on Omnicom’s initial review and understanding of IPG’s summary of significant accounting policies included in IPG’s annual report on Form 10-K for the year ended December 31, 2024, management is not aware of any material differences to conform IPG’s historical financial information to Omnicom’s significant accounting policies. A more comprehensive comparison and assessment will occur, which may result in additional differences identified. Additionally, Omnicom has included certain reclassifications for consistency in the financial statement presentation, including with respect to certain IPG restructuring charges. These reclassifications have no effect on the previously reported total assets, total liabilities and shareholders’ equity, or net income of Omnicom or IPG. See Notes 2 and 3 in the Notes to Unaudited Pro Forma Condensed Combined Financial Statements for more information.

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not reflect the costs of any post-close integration activities or any cost savings or synergies that may be achieved because of the Merger. The unaudited pro forma condensed combined financial statements do not give effect to the estimated impacts of the Exchange Offers and Consent Solicitations.

IPG and Omnicom have not had any historical material relationship prior to the Merger. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

Unaudited Pro Forma Condensed Combined Balance Sheet
As of June 30, 2025

(in millions)

Please refer to the notes to the unaudited pro forma condensed combined financial statements.

Unaudited Pro Forma Condensed Combined Statement of Income
For the Six Months Ended June 30, 2025
(in millions except share and per share data)

Please refer to the notes to the unaudited pro forma condensed combined financial statements.

Unaudited Pro Forma Condensed Combined Statement of Income
For the Year Ended December 31, 2024
(in millions except share and per share data)

Please refer to the notes to the unaudited pro forma condensed combined financial statements.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On December 8, 2024, Omnicom Group, Inc. (“Omnicom”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Omnicom, EXT Subsidiary Inc., a direct wholly owned subsidiary of Omnicom (“Merger Sub”), and The Interpublic Group of Companies, Inc. (“IPG”), pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into IPG (the “Merger”), with IPG surviving the Merger as a wholly owned subsidiary of Omnicom. Each share of IPG common stock will be converted into, and represent the right to receive, 0.344 shares of common stock of Omnicom, plus cash in lieu of any fractional shares of Omnicom common stock that otherwise would have been issued. On March 18, 2025, the shareholders of each of Omnicom and IPG approved the Merger. On June 23, 2025, Omnicom and IPG announced that the U.S. Federal Trade Commission had concluded its antitrust review of the Merger and reached agreement with Omnicom and IPG on a mutually acceptable consent order. The parties’ obligations to complete the Merger are conditioned upon (i) the receipt of remaining regulatory approvals and (ii) certain other customary closing conditions. The closing of the Merger is not subject to a financing condition or the completion of the Exchange Offers or Consent Solicitations announced by Omnicom and IPG on August 11, 2025 related to IPG’s outstanding senior notes (the “Exchange Offers and Consent Solicitations”).

The unaudited pro forma condensed combined financial statements were prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined financial statements have been prepared from the respective historical consolidated financial statements of Omnicom and IPG and reflect transaction accounting adjustments related to the Merger. The unaudited pro forma condensed combined statements of income for the year ended December 31, 2024 and for the six months ended June 30, 2025 have been presented as if the Merger had been completed on January 1, 2024. The unaudited pro forma condensed combined balance sheet as of June 30, 2025 has been presented as if the Merger had occurred on June 30, 2025.

Certain balance sheet and statements of income reclassifications have been made to the unaudited pro forma condensed combined financial statements in order to align historical presentation between Omnicom and IPG. Refer to Note 2 and Note 3 for a discussion of these reclassification adjustments.

The unaudited pro forma condensed combined financial statements were prepared using the acquisition method of accounting, and Omnicom is considered the accounting acquirer. The acquisition method of accounting, based on ASC 805, uses the fair value concepts defined in ASC 820, Fair Value Measurement (“ASC 820”). Fair value is defined in ASC 820 as the “price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” This is an exit price concept for the valuation of an asset or liability. Market participants are assumed to be buyers or sellers in the most advantageous market for the asset or liability. Fair value measurement for an asset assumes the highest and best use by these market participants, and as a result, assets may be required to be recorded which are not intended to be used or sold and/or at a fair value measurement that does not reflect management’s intended use for those assets. Fair value measurements can be highly subjective, and it is possible the application of reasonable judgment could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances. ASC 805 requires, among other things, that assets acquired and liabilities assumed in a business combination be recognized at fair value as of the Merger date, with any excess purchase price allocated to goodwill.

As of August 11, 2025, the accompanying unaudited estimated purchase price allocation is preliminary and is subject to further adjustments as additional information becomes available and as additional analyses are performed. The potential changes to the purchase price allocation and related pro forma adjustments could be material.

For the purposes of preparing the unaudited pro forma condensed combined financial statements, Omnicom’s management has conducted a preliminary analysis of the adjustments required to conform IPG’s financial statements to reflect the current accounting policies of Omnicom. This assessment is ongoing, and, at the time of preparing the unaudited pro forma condensed combined financial statements, management is not aware of any material accounting policy differences. Upon consummation of the Merger, Omnicom management will conduct a final review of IPG’s accounting policies to determine if differences in accounting policies or financial statement classification exist that may require adjustments to or reclassification of IPG’s results of operations, assets or liabilities to conform to Omnicom’s accounting policies and classifications. As a result of that review, differences may be identified that, when conformed, could have a material impact on the unaudited pro forma condensed combined financial statements.

The classification of certain balance sheet items presented by IPG under U.S generally accepted accounting principles (“GAAP”) has been adjusted to align with the presentation used by Omnicom under GAAP, as shown below.

The classification of certain items in the statement of income presented by IPG under GAAP has been adjusted to align with the presentation used by Omnicom under GAAP, as shown below.

Omnicom calculated the total consideration as follows (in millions, except for shares, per share amounts and exchange ratio):

Under the acquisition method of accounting, the total consideration is allocated to IPG’s assets and liabilities based upon their estimated fair values as of the date of completion of the Merger. Based upon the estimated purchase price and a preliminary valuation, the preliminary purchase price allocation is as follows:

The purchase price estimates and the purchase price allocation are preliminary and are subject to change based on the Omnicom share price at the closing date of the Merger, as well as the actual net tangible and intangible assets and liabilities that exist on the closing date of the Merger, and the value of certain tax contingencies. The purchase price allocation related to certain tangible and intangible assets and liabilities is ongoing. This includes, but is not limited to, items such as property and equipment, operating lease right-of-use assets and lease liabilities, and redeemable noncontrolling interests. The final determination of the purchase price allocation will be completed as soon as practicable after the completion of the Merger and will be based on the fair values of the assets acquired and liabilities assumed. The final amounts allocated to assets acquired and liabilities assumed could differ significantly from the amounts presented in the unaudited pro forma condensed combined financial statements.

Refer to Note 5 for additional information on how the consideration and purchase price allocation have been reflected in the pro forma adjustments.

The unaudited pro forma condensed combined financial statements reflects the following adjustments.

The adjustment below reflects the impact to selling, general and administrative expenses (SG&A) for those employees whose compensation expense was included within SG&A and Salary and related for those employees included within Salary and related. The following reflects the previously recorded income statement impacts and the adjusted income statement impacts for each period presented.

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