OMNICOM GROUP INC.

The period-over-period change in results of operations:

1. Reconciliation of Non-GAAP Financial Measures on page 27.

2. For the three months ended March 31, 2026, operating expenses included $4.1 million ($3.1 million after-tax), related to repositioning costs, primarily related to severance actions in connection with the Merger, and $34.3 million ($27.8 million after-tax) of losses on dispositions of certain businesses in connection with the Merger (see Notes 10 and 11 to the unaudited consolidated financial statements). In addition, included in selling, general and administrative expenses for the three months ended March 31, 2026, are integration and acquisition related costs of $59.4 million ($46.7 million after-tax), related to the Merger. The net impact of these items reduced operating income for the three months ended March 31, 2026, by $97.8 million ($77.6 million after-tax), which reduced diluted net income per share - Omnicom Group Inc. by $0.26. Included in selling, general and administrative expenses for the three months ended March 31, 2025 are acquisition related expenses of $33.8 million ($32.7 million after-tax) in connection with the Merger, which reduced diluted net income per share - Omnicom Group Inc. by $0.17.

3. EBITA is defined as earnings before interest, income taxes and amortization of acquired intangible assets and internally developed strategic platform assets. We believe EBITA is useful in evaluating the impact of amortization of acquired intangible assets and internally developed strategic platform assets on operating performance and allows for comparability between reporting periods. The effect of after-tax amortization of acquired intangible assets and internally developed strategic platform assets decreased diluted net income per share by $0.29 and $0.08 for the three months ended March 31, 2026 and 2025, respectively.

4. The effect on EBITA Margin of dispositions and assets held for sale for the three months ended March 31, 2026 was a $627.2 million reduction to revenue and a $27.9 million reduction to EBITA, which resulted in a 1.0% decrease in EBITA Margin.

Revenue by Discipline

To monitor the changing needs of our clients and to further expand the scope of our services to key clients, we monitor revenue across a broad range of disciplines and group them into the following categories. Our networks, connected capabilities, and agencies provide a comprehensive range of services across our principal disciplines: Integrated Media, Advertising, Health, Public Relations, and Experiential & Other.

Beginning in the first quarter of 2026, we realigned the classification of certain services and prior period amounts have been reclassified to conform to the current period presentation.

The period-over-period change in revenue and constant currency growth by discipline:

The mix of our revenue did not change substantially as a result of the Merger. Across our disciplines, revenue increased as follows year-over-year: Integrated Media, $1,173.0 million, Advertising, $385.6 million, Public Relations, $286.7 million, Health, $337.5 million, and Experiential & Other, $369.7 million. Constant currency growth was $2,378.4 million, or 64.4%, compared to the prior year period. Changes in foreign currency exchange rates period-over-period increased revenue $174.2 million, or 4.7%. The increase in revenue from foreign exchange translation was primarily related to the strengthening of most currencies, including the Euro, British Pound and Australian Dollar, against the U.S. Dollar.

Revenue by Geography

The period-over-period change in revenue and constant currency growth in our geographic markets:

Worldwide revenue increased across our geographic markets for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, as follows, and was primarily driven by the acquisition of IPG: North America, $1,773.6 million, Latin America, $99.7 million, Europe, $444.0 million, Middle East and Africa, $73.4 million, and Asia-Pacific, $161.8 million.

North America

In North America, constant currency growth period-over-period for the three months ended March 31, 2026 was primarily driven by strong performance in the United States. The mix of our business increased in North America as a result of the Merger.

Latin America

In Latin America, constant currency growth for the three months ended March 31, 2026, compared to the prior year periods, was led by our Integrated Media discipline, including from the impact of the IPG acquisition. Growth was across countries in the region. Foreign currency exchange rate changes increased revenue in the three months ended March 31, 2026 compared to the same period in 2025, primarily as a result of the strengthening of the Mexican Peso, Brazilian Real and Columbian Peso, against the U.S. Dollar period-over-period.

EMEA

In Europe, compared to the prior year periods, constant currency growth for the three months ended March 31, 2026 was primarily due to the acquisition of IPG. Foreign currency exchange rate changes increased revenue for the three months ended March 31, 2026, primarily as a result of the strengthening of the Euro and the British Pound against the U.S. Dollar period-over-period. The mix of our business in EMEA has decreased as a result of the Merger.

In the U.K., for the three months ended March 31, 2026, constant currency growth period-over-period was 36.9%. The mix of our business in the U.K. was 9.3%, for the three months ended March 31, 2026 and 10.7%, for the three months ended March 31, 2025 as a result of the Merger.

In Continental Europe, which includes the Euro Zone and the other European countries, constant currency growth was 29.2%. Foreign currency exchange rate changes increased revenue 13.9% for the three months ended March 31, 2026, primarily as a result of the strengthening of the Euro against the U.S. Dollar period-over-period.

In the Middle East and Africa, for the three months ended March 31, 2026, constant currency growth was 94.0%, primarily due to growth across all countries in the region.

Asia-Pacific

In Asia-Pacific, constant currency growth increased for the three months ended March 31, 2026, with strong performance in all markets in the region. Foreign currency exchange rate changes increased revenue 4.7% for the three months ended March 31, 2026, primarily as a result of the strengthening of most currencies against the U.S. Dollar, including the Australian Dollar. The mix of our business in Asia-Pacific decreased as a result of the Merger.

Revenue by Industry

Revenue by type of client industry sector:

Operating Expenses

The period-over-period change in operating expenses:

We measure cost of services in two distinct categories: salary and service costs and occupancy and other costs. As a service business, salary and service costs make up a significant portion of our operating expenses and substantially all these costs comprise the essential components directly linked to the delivery of our services. Salary and service costs include employee compensation and benefits, freelance labor, third-party service costs, and third-party incidental costs. Third-party service costs include vendor costs when we act as principal in providing services to our clients. Third-party incidental costs that are required to be included in revenue primarily consist of client-related travel and incidental out-of-pocket costs that are billed back to the client directly at our cost. Occupancy and other costs consist of the indirect costs related to the delivery of our services, including office rent and other occupancy costs, equipment rent, technology costs, general office expenses and other expenses. Adverse and beneficial fluctuations in foreign currency exchange rates from period to period impact our results of operations and financial condition when we translate our financial statements from local foreign currency exchange rates to the U.S. Dollar. However, substantially all of our foreign operations transact business in their local currency, mitigating the impact of changes in foreign currency exchange rates on our operating margin percentage. As a result, the changes in our operating expenses period-over-period from foreign currency translation were in line with the percentage impact from changes in foreign currencies on revenue for the three months ended March 31, 2026.

Operating expenses for the three months ended March 31, 2026 increased $2,358.9 million, or 72.9%, to $5,596.7 million compared to the prior year, primarily due to the acquisition of IPG. Included in operating expenses for the three months ended March 31, 2026 are $4.1 million, primarily for severance and other repositioning costs, as well as $34.3 million of charges to reflect the businesses to be disposed at their estimated net realizable value. In addition, we incurred integration costs related to the acquisition of IPG of $59.4 million, which are included in selling, general and administrative expenses (see Note 5 to the consolidated financial statements). Included in selling, general and administrative expenses for the three months ended March 31, 2025 are acquisition related costs of $33.8 million ($32.7 million after-tax), related to the Merger.

Operating Expenses - Salary and Service Costs

Salary and service costs, which tend to fluctuate with changes in revenue, are comprised of salary and related costs, third-party service costs, and third-party incidental costs.

Salary and service costs for the three months ended March 31, 2026 increased $1,893.3 million, or 68.9%, to $4,639.6 million, compared to the prior year period. Salary and related costs for the three months ended March 31, 2026 increased $1,281.1 million, or 72.0%, to $3,061.6 million, primarily due to our acquisition of IPG. As a percentage of revenue, salary and related costs were relatively flat compared to the prior year period. We expect these costs to be in-line as a percentage of revenue year-over-year as we realize operational efficiencies and advance the integration of our operations with IPG. Third-party service costs for the three months ended March 31, 2026 increased $568.9 million, or 71.4%, to $1,365.7 million, primarily as a result of the IPG acquisition, as well as constant currency impacts in our Integrated Media discipline. Third-party incidental costs for the three months ended March 31, 2026 increased $43.3 million, or 25.6%, to $212.3 million, primarily due to revenue growth and our acquisition of IPG.

Operating Expenses - Occupancy and Other Costs

Occupancy and other costs for the three months ended March 31, 2026, which are less directly linked to changes in revenue than salary and service costs, increased by $212.7 million, or 67.6%, to $527.3 million due to the additional real estate footprint from the IPG acquisition. As a percentage of revenue, occupancy and other costs were relatively flat compared to the prior year period.

Operating Expenses - Selling, General & Administrative ("SG&A") Expenses

SG&A expenses primarily consist of third-party marketing costs, professional fees, compensation and benefits and occupancy and other costs of our corporate and executive offices, including group-wide finance and accounting, treasury, legal and governance, human resource oversight and similar costs.

SG&A expenses increased for the three months ended March 31, 2026 by $106.6 million, compared to the same period in 2025, primarily due to the acquisition of IPG, including integration and acquisition related costs in connection with the acquisition of IPG of $59.4 million ($46.7 million after-tax) and $33.8 million ($32.7 million after-tax), in the three months ended March 31, 2026 and March 31, 2025, respectively (see Note 1 to the unaudited consolidated financial statements).

Operating Income

Operating income for the three months ended March 31, 2026 increased $193.6 million to $646.2 million, and operating margin decreased to 10.4% from 12.3% compared to the same period in 2025. Amortization expense for the three months ended March 31, 2026 increased by $95.6 million to $117.4 million, primarily related to the Merger, which decreased operating income and margin. EBITA for the three months ended March 31, 2026 increased $289.2 million to $763.6 million, and EBITA margin decreased to 12.2% from 12.9%. Integration and acquisition related costs related to the Merger and severance and other repositioning costs recorded in the first quarter of 2026 (see Notes 1 and 10 to the unaudited financial statements) reduced both operating income and EBITA by $97.8 million, and reduced both operating margin and EBITA margin by 1.5%. Acquisition related costs recorded in the first quarter of 2025 reduced both operating income and EBITA by $33.8 million, and reduced both operating margin and EBITA margin by 0.9%. The effect on EBITA margin for assets held for sale or disposition for the three months ended March 31, 2026 and 2025 was 1.0% and 0.8%, respectively.

Net Interest Expense

Net interest expense for the three months ended March 31, 2026 increased $42.6 million period-over-period to $72.0 million. Interest expense on debt for the three months ended March 31, 2026 increased $57.7 million period-over-period to $113.8 million, due to higher average long-term debt balances resulting primarily from the assumption of IPG’s long-term debt following the merger, as well as refinancing activities completed during the first quarter of 2026, which resulted in approximately $1 billion of incremental long-term debt. Interest income in the three months ended March 31, 2026 increased $17.3 million to $47.0 million, primarily due to higher average cash balances.

Income Taxes

Our effective tax rate for the three months ended March 31, 2026 decreased period-over-period to 26.9% from 28.5%, primarily due to the non-deductibility of certain integration and acquisition related costs in connection with the Merger that impacted the effective tax rate in 2025. The effective tax rate for 2026 reflects the impact of the lower tax benefit associated with severance and repositioning charges and IPG acquisition related costs.

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 does not have a material impact on our financial statements.

Net Income and Net Income Per Share - Omnicom Group Inc.

Net income - Omnicom Group Inc. in the three months ended March 31, 2026 increased $117.5 million to $405.2 million from $287.7 million. The period-over-period increase is due to the Merger with IPG and the factors described above. Diluted net income per share - Omnicom Group Inc. decreased to $1.35 in the three months ended March 31, 2026, from $1.45 in the three months ended March 31, 2025, based on the factors described above and the Merger with IPG, offset by the impact of the increase in our weighted average shares of common stock outstanding due to the issuance of shares for the IPG acquisition. For the three months ended March 31, 2026, the impact of integration and acquisition related costs and severance and other repositioning costs (see Notes 1 and 10 to the unaudited consolidated financial statements) reduced net income - Omnicom Group Inc. by $77.6 million and diluted net income per share - Omnicom Group Inc. by $0.26. For the three months ended March 31, 2025, acquisition related costs reduced net income - Omnicom Group Inc. by $32.7 million and diluted net income per share - Omnicom Group Inc. by $0.17.

The effect of after-tax amortization principally from acquired intangible assets and internally developed strategic platform assets decreased diluted net income per share by $0.29 for the three months ended March 31, 2026 and $0.08 for the three months ended March 31, 2025.