What changed in this filing

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Item 1. Financial Statements

2025-04-16 compared with 2024-10-16 · 118 added, 133 removed, 369 unchanged (40% of the section changed)

4 unchanged sentences

(In millions)

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Current Assets:

16 unchanged sentences

Customer advances 1,283.5 1,336.1

Current portion of debt 750.0 750.5

Short-term debt 19.1 21.3

24 unchanged sentences

(In millions, except per share amounts)

Three Months Ended September 30,

Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Revenue $ 3,690.4 $ 3,630.5

2 unchanged sentences

Occupancy and other costs 314.6 314.1

Real estate and other repositioning costs — — 57.8 191.5

Gain on disposition of subsidiary — — — ( 78.8 )

Cost of services 3,060.9 3,006.7

5 unchanged sentences

Interest Income 29.7 27.0

INCOME BEFORE INCOME TAXES AND INCOME FROM

EQUITY METHOD INVESTMENTS 559.7 522.5 1,480.4 1,373.0

Income Before Income Taxes and Income From Equity Method Investments 423.2 452.1

Income Tax Expense 120.7 116.0

15 unchanged sentences

(In millions)

Three Months Ended September 30,

Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Net Income $ 303.4 $ 337.0

4 unchanged sentences

Cash flow hedge, net of tax 1.0 1.0

Defined benefit pension plans and postemployment arrangements:

Pension and other postemployment benefits:

Amortization of prior service cost 1.7 1.2

1 unchanged sentence

Income tax effect ( 1.8 ) ( 1.7 )

Defined benefit pension plans and postemployment

arrangements, net of tax 0.5 0.3 1.1 2.0

Pension plans and other postemployment benefits, net of tax 0.4 ( 0.2 )

Foreign currency translation adjustment 83.7 ( 86.3 )

Other Comprehensive Income (Loss) 85.1 ( 85.5 )

TOTAL COMPREHENSIVE INCOME 591.5 279.2 1,161.0 986.2

Comprehensive Income 388.5 251.5

Comprehensive Income Attributed To Noncontrolling Interests 20.7 11.2

6 unchanged sentences

(In millions, except per share amounts)

Three Months Ended September 30,

Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Common Stock, shares 297.2 297.2

36 unchanged sentences

(In millions)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash Flows From Operating Activities:

4 unchanged sentences

Share-based compensation 20.8 22.1

Real estate and other repositioning costs 57.8 191.5

Gain on disposition of subsidiary — ( 78.8 )

Other, net 3.3 ( 3.6 )

4 unchanged sentences

Acquisition of businesses and interests in affiliates, net of cash acquired ( 0.8 ) ( 801.5 )

Maturity of short-term investments — 60.8

Other, net 43.0 ( 13.7 )

Net Cash (Used In) Provided By Investing Activities ( 993.3 ) 108.6

Net Cash Provided By (Used In) Investing Activities 12.7 ( 838.3 )

Cash Flows From Financing Activities:

8 unchanged sentences

Other, net ( 14.8 ) ( 21.8 )

Net Cash Provided By (Used In) Financing Activities 293.4 ( 1,173.7 )

Net Cash (Used In) Provided By Financing Activities ( 241.4 ) 283.4

Effect of foreign exchange rate changes on cash and cash equivalents 54.4 ( 85.8 )

4 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in tables in millions, except per share amounts)

Presentation of Financial Statements

4 unchanged sentences

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.

1 unchanged sentence

Results for the interim periods are not necessarily indicative of results that may be expected for the year.

Agreement to Acquire IPG

On December 8, 2024, Omnicom entered into an Agreement and Plan of Merger, or the Merger Agreement, by and among Omnicom, EXT Subsidiary Inc., a direct wholly owned subsidiary of Omnicom, or Merger Sub, and The Interpublic Group of Companies, Inc., or IPG, pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into IPG, or the Merger, with IPG surviving the Merger as a wholly owned subsidiary of Omnicom.

On March 18, 2025, the shareholders of each of Omnicom and IPG approved the Merger.

The completion of the Merger is subject to customary closing conditions, including required regulatory approvals, which are ongoing.

If completed, the Merger is expected to have a material impact on our ongoing results of operations and financial condition.

In the first quarter of 2025, we recorded $ 33.8 million of acquisition related costs related to the Merger in selling, general and administrative expenses.

The results of IPG are not included in our 2025 or 2024 results of operations or financial position.

Risks and Uncertainties

Global economic disruptions, including geopolitical events, international hostilities, acts of terrorism, public health crises, high and sustained inflation in countries that comprise our major markets, high interest rates, and labor and supply chain issues could cause economic uncertainty and volatility.

Global 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 could cause economic uncertainty and volatility.

The impact of these issues on our business will vary by geographic market and discipline.

2 unchanged sentences

However, there can be no assurance as to the effectiveness of our efforts to mitigate any impact of the current and future adverse economic conditions, reductions in client revenue, changes in client creditworthiness and other developments.

Accounting Changes

On January 1, 2025, ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”), became effective and requires, among other things, greater disaggregation of information in the rate reconciliation and for paid income taxes to be disaggregated by jurisdiction.

ASU 2023-09 affects financial statement disclosure only, which is not required until year end 2025 and, as a result, does not affect our results of operations or financial condition.

Nature of our services

1 unchanged sentence

Our networks, practice areas and agencies provide a comprehensive range of services in the following fundamental disciplines:

Advertising & Media, Precision Marketing, Public Relations, Healthcare, Branding & Retail Commerce, Experiential, and Execution & Support.

Advertising & Media includes creative services across digital and traditional media, strategic media planning and buying, performance media, data analytics services, and Omnicom Production, a new practice area that brings together Omnicom's global production capabilities.

Media & Advertising, Precision Marketing, Public Relations, Healthcare, Branding & Retail Commerce, Experiential, and Execution & Support.

Media & Advertising includes creative services across digital and traditional media, strategic media planning and buying, performance media, data analytics services, and Omnicom Production.

Precision Marketing includes digital and direct marketing, digital transformation consulting, e-commerce operations, media execution, market intelligence and data and analytics.

6 unchanged sentences

Economic factors affecting our revenue

Global economic conditions have a direct impact on our revenue.

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

Global economic conditions and disruptions have a direct impact on 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 discipline:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Advertising & Media $ 2,083.7 $ 1,909.2 $ 6,037.3 $ 5,597.2

Three Months Ended March 31,

Media & Advertising $ 2,048.2 $ 1,954.2

Precision Marketing 450.3 425.4

5 unchanged sentences

Revenue $ 3,690.4 $ 3,630.5

Beginning in the first quarter of 2025, we realigned the classification of certain services, primarily within our Media & Advertising, Branding & Retail Commerce, Precision Marketing and Public Relations disciplines.

As a result, we reclassified the prior year periods to be consistent with the revised classifications.

Revenue by geographic market:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

North America $ 2,111.5 $ 2,040.9

7 unchanged sentences

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, 2024, and 2023 was $ 2,039.7 million and $ 1,868.8 million, respectively, and revenue in the United States for the nine months ended September 30, 2024, and 2023 was $ 5,999.0 million and $ 5,531.6 million, respectively.

Revenue in the United States for the three months ended March 31, 2025 and 2024 was $ 2,007.0 million and $ 1,925.9 million, 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.

September 30, 2024 December 31, 2023 September 30, 2023

March 31, 2025 December 31, 2024 March 31, 2024

Work in process:

3 unchanged sentences

Customer advances $ 1,283.5 $ 1,336.1 $ 1,238.2

There were no impairment charges recorded in work in process in the nine months ended September 30, 2024 and 2023.

There were no impairment charges recorded in work in process in the three months ended March 31, 2025 and 2024.

Net Income per Share

Basic and diluted net income per share:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Net Income - Omnicom Group Inc.

4 unchanged sentences

Diluted 198.3 200.1

Anti-dilutive stock options and restricted shares (millions) 1.1 —

Net Income per Share - Omnicom Group Inc.:

1 unchanged sentence

Diluted $ 1.45 $ 1.59

Business Combinations

On January 2, 2024 , we acquired Flywheel Digital, the digital commerce business of Ascential plc, for a net cash purchase price of approximately $ 845 million .

The financial statements of Flywheel Digital are included in our consolidated financial statements as of and for the period ended September 30, 2024.

The acquisition of Flywheel Digital did not have a material effect on our financial position or results of operations in the three and nine months ended September 30, 2024 and is not expected to do so for the remainder of the year.

The principal tangible assets and liabilities acquired were net working capital, and the intangible assets acquired were primarily comprised of customer relationships, intellectual property, trade name and goodwill.

We expect goodwill attributed to the U.S.

operations of Flywheel Digital to be tax deductible.

The allocation of the purchase price to the underlying assets is substantially complete.

As a result, as of September 30, 2024, we estimated amortizable intangible assets to be $ 182.6 million.

We do not expect any changes arising from the completion of the purchase price allocation to be material to our financial position or results of operations.

Goodwill and Intangible Assets

Change in goodwill:

Nine Months Ended September 30,

Three Months Ended March 31,

January 1 $ 10,677.4 $ 10,082.3

5 unchanged sentences

$ 10,781.5 $ 10,693.8

The increase in goodwill during the nine months ended September 30, 2024 is primarily attributable to the acquisition of Flywheel Digital.

There were no goodwill impairment charges recorded in the nine months ended September 30, 2024 and 2023, and there are no accumulated goodwill impairment charges.

The increase in goodwill in the three months ended March 31, 2024 is primarily attributable to the acquisition of Flywheel Digital in January 2024.

There were no goodwill impairment charges recorded in the three months ended March 31, 2025 and 2024, and there are no accumulated goodwill impairment charges.

Intangible assets:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Value Accumulated

9 unchanged sentences

Amortization of intangible assets:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Acquired intangible assets and internally developed

strategic platform assets $ 22.2 $ 15.7 $ 65.2 $ 45.2

Three Months Ended March 31,

Acquired intangible assets and internally developed strategic platform assets $ 21.8 $ 21.5

Other purchased and internally developed software 4.0 4.3

Amortization Expense $ 25.8 $ 25.8

We completed our annual goodwill impairment test as of May 1, 2024.

The market assumptions used in our assessment reflected the current economic environment (see Note 1- Risks and Uncertainties ).

Based on the results of our impairment test, we concluded that at May 1, 2024 our goodwill was not impaired.

Credit Facilities

4 unchanged sentences

All of these facilities provide additional liquidity sources for operating capital and general corporate purposes.

The $ 600 million Delayed Draw Term Loan Agreement, or Term Loan Facility, automatically terminated on July 15, 2024 .

During the three months ended September 30, 2024, there were no drawings under the Credit Facility or the Term Loan Facility, and no commercial paper issuances.

During the three months ended March 31, 2025 and 2024, there were no drawings under the Credit Facility and no commercial paper issuances.

The Credit Facility has a financial covenant that requires us to maintain a Leverage Ratio 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, 2024, we were in compliance with this covenant as our Leverage Ratio was 2.8 times.

At March 31, 2025, we were in compliance with this covenant as our Leverage Ratio was 2.4 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 $ 16.9 million and $ 10.9 million at September 30, 2024 and December 31, 2023, respectively, represented bank overdrafts and short-term borrowings primarily of our international subsidiaries.

Short-term debt of $ 19.1 million and $ 21.3 million at March 31, 2025 and December 31, 2024, respectively, represented bank overdrafts and short-term borrowings primarily of our international subsidiaries.

Due to the short-term nature of this debt, carrying value approximates fair value.

1 unchanged sentence

Long-term debt:

September 30, 2024 December 31, 2023

3.65 % Senior Notes due 2024

$ 750.0 $ 750.0

March 31, 2025 December 31, 2024

3.60 % Senior Notes due 2026

11 unchanged sentences

Unamortized debt issuance costs ( 26.4 ) ( 27.4 )

Unamortized deferred loss from settlement of interest rate swaps, net ( 0.8 ) ( 0.2 )

Current portion ( 750.0 ) ( 750.5 )

Unamortized deferred loss from settlement of interest rate swap ( 0.6 ) ( 0.8 )

Long-Term Debt $ 6,116.5 $ 6,035.3

On August 2, 2024, Omnicom issued $ 600 million 5.30 % Senior Notes due 2034, or 2034 Notes.

The net proceeds from the issuance after deducting the underwriting discount and offering expenses, were $ 592.4 million.

The net proceeds from the issuance, along with available cash, will be used to fund the repayment of our $ 750 million 3.65 % Senior Notes due November 1, 2024.

On March 6, 2024, Omnicom Finance Holdings plc, or OFH, a U.K.-based wholly owned subsidiary of Omnicom, issued € 600 million 3.70 % Senior Notes due 2032, or 2032 Notes.

The net proceeds from the issuance, after deducting the underwriting discount and offering expenses, were $ 643.1 million and were used for general corporate purposes, including working capital expenditures, acquisitions and repurchases of our common stock.

The 2.45 % Senior Notes due 2030, 4.20 % Senior Notes due 2030, 2.60 % Senior Notes due 2031 and 5.30 % Senior Notes due 2034 are senior unsecured obligations of Omnicom that rank equal in right of payment with all existing and future unsecured senior indebtedness.

Omnicom and its wholly owned finance subsidiary, Omnicom Capital Inc., or OCI, are co-obligors under the 3.65 % Senior Notes due 2024 and the 3.60 % Senior Notes due 2026.

Omnicom and its wholly owned finance subsidiary, Omnicom Capital Inc., or OCI, are co-obligors under the 3.60 % Senior Notes due April 2026.

These notes are a joint and several liability of Omnicom and OCI, and Omnicom unconditionally guarantees OCI’s obligations with respect to the notes.

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Such notes are senior unsecured obligations that rank equal in right of payment with all existing and future unsecured senior indebtedness.

Omnicom and OCI have, jointly and severally, fully, and unconditionally guaranteed the obligations of OFH with respect to the € 500 million 0.80 % Senior Notes due 2027 and the € 500 million 1.40 % Senior Notes due 2031, and Omnicom has fully and unconditionally guaranteed the obligations of OFH with respect to the € 600 million 3.70 % 2032 Notes, collectively the Euro Notes.

Omnicom and OCI have, jointly and severally, fully and unconditionally guaranteed the obligations of Omnicom Finance Holdings plc, or OFH, a U.K.-based wholly owned subsidiary of Omnicom, with respect to the € 500 million 0.80 % Senior Notes due 2027 and the € 500 million 1.40 % Senior Notes due 2031, and Omnicom has fully and unconditionally guaranteed the obligations of OFH with respect to the € 600 million 3.70 % Senior Notes due 2032, collectively the Euro Notes.

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.

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There are no restrictions on the ability of Omnicom, OCI 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 each of Omnicom and OCI, as applicable.

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 each of Omnicom and OCI, as applicable.

Omnicom has fully and unconditionally guaranteed the obligations of Omnicom Capital Holdings plc, or OCH, a U.K.-based wholly owned subsidiary of Omnicom, with respect to the £ 325 million 2.25 % Senior Notes due 2033, or the Sterling Notes.

2 unchanged sentences

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.

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.

Segment Reporting

Our branded agency networks provide data-inspired, creative marketing and sales solutions, and are organized into agency networks, virtual client networks, regional reporting units and operating groups or practice areas.

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 practice areas.

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 other overhead expenses.

Therefore, given these similarities, we aggregate our six operating segments, which are our agency networks, into one reporting segment.

Therefore, given these similarities, we aggregate our operating segments, which are our agency networks, into one reporting segment.

The chief operating decision maker, or CODM, reviews segment operating income for each network and allocates resources accordingly.

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:

Three Months Ended March 31,

Revenue $ 3,690.4 $ 3,630.5

Segment Operating Expenses:

Salary and service costs:

Salary and related costs $ 1,780.5 $ 1,847.3

Third-party service costs 796.8 698.2

Third-party incidental costs 169.0 147.1

Total salary and service costs 2,746.3 2,692.6

Occupancy and other costs 314.6 314.1

Segment cost of services 3,060.9 3,006.7

Selling, general and administrative expenses 84.1 85.3

Depreciation and amortization 59.0 59.6

Total segment operating expenses 3,204.0 3,151.6

Segment Operating Income $ 486.4 $ 478.9

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

Three Months Ended March 31,

Segment Operating Income $ 486.4 $ 478.9

Acquisition related costs 33.8 —

Operating Income 452.6 478.9

Interest Expense 59.1 53.8

Interest Income 29.7 27.0

Income Before Income Taxes and Income From Equity Method Investments $ 423.2 $ 452.1

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 of and are responsible for the agencies in their region.

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, the same clients and have similar economic characteristics.

1 unchanged sentence

Americas EMEA Asia-Pacific

September 30, 2024

March 31, 2025

Revenue - Three months ended

$ 2,207.9 $ 1,065.8 $ 416.7

Revenue - Nine months ended

$ 6,645.9 $ 3,397.0 $ 1,324.0

Long-lived assets and goodwill $ 8,135.0 $ 3,813.2 $ 691.1

September 30, 2023

March 31, 2024

Revenue - Three months ended

$ 2,137.4 $ 1,085.4 $ 407.7

Revenue - Nine months ended

$ 6,146.8 $ 3,213.4 $ 1,271.1

Long-lived assets and goodwill $ 8,092.0 $ 3,776.5 $ 706.6

Our effective tax rate for the nine months ended September 30, 2024 was flat period-over-period at 26.3 %.

The effective tax rate for the nine months ended September 30, 2024 includes the favorable impact from the resolution of certain non-U.S.

Our effective tax rate for the three months ended March 31, 2025 increased period-over-period to 28.5 % from 25.7 %, due primarily to the non-deductibility of acquisition related costs related to the pending merger with IPG (see Note 1 to the unaudited consolidated financial statements).

The effective tax rate for the three months ended March 31, 2024 includes the favorable impact from the resolution of certain non-U.S.

tax positions of $ 7.5 million.

The effective tax rate for the nine months ended September 30, 2023 includes an increase of approximately $ 10.7 million in income tax expense related to a lower tax benefit in certain jurisdictions for the real estate and other repositioning costs in the period and an increase in the U.K.

statutory tax rate, partially offset by approximately $ 10.0 million of favorable impacts from the resolution of certain non-U.S.

tax positions.

Numerous foreign jurisdictions have enacted or are in the process of enacting 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, or OECD.

Under such rules, a minimum effective tax rate of 15% would apply to multinational companies with consolidated revenue above €750 million.

Under the Pillar Two rules, a company would be required to determine a combined effective tax rate for all entities located in a jurisdiction.

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, or 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 the pending implementation of Pillar Two by individual countries and the potential effects of Pillar Two on our business.

We are continuing to monitor Pillar Two legislative developments and the effects of Pillar Two on our business.

The provisions effective in 2025 do not have a materially adverse impact on our results of operations, financial position, or cash flows.

At September 30, 2024, our unrecognized tax benefits were $ 179.3 million.

At March 31, 2025, our unrecognized tax benefits were $ 177.9 million.

Of this amount, approximately $ 171.6 million would affect our effective tax rate upon resolution of the uncertain tax positions.

Pension and Other Postemployment Benefits

Net periodic benefit expense:

Pension and other postemployment benefits net periodic benefit expense:

Defined Benefit Pension Plans

Postemployment Arrangements

Nine Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

2025 2024 2025 2024

5 unchanged sentences

Total net periodic benefit expense $ 4.4 $ 1.7 $ 2.8 $ 3.5

In the nine months ended September 30, 2024 and 2023, we contributed $ 1.2 million and $ 0.3 million to our defined benefit pension plans, respectively.

Real Estate and Other Repositioning Costs

In connection with our strategic initiatives, for the nine months ended September 30, 2024, operating expenses included $ 57.8 million ($ 42.9 million after-tax) in the second quarter of 2024, primarily reflecting severance actions related to ongoing efficiency initiatives including strategic agency consolidation in our smaller international markets and the launch of our centralized production strategy.

There were no real estate and other repositioning charges during the three months ended September 30, 2024.

In connection with the transition to a flexible working environment, a hybrid model which allows for partial remote work, we took certain actions in the first quarter of 2023 to reduce and reposition our office lease portfolio.

In the second quarter of 2023, as a result of our continuing efforts to increase efficiencies and relevant skill sets to meet client demands, we incurred severance charges and other exit costs associated with rebalancing our workforce and consolidating operations in certain markets.

As a result, for the nine months ended September 30, 2023, operating expenses included $ 191.5 million ($ 145.5 million after-tax), related to non-cash impairment charges for the operating lease right-of-use, or ROU, assets, severance charges, and other exit costs.

There were no real estate and other repositioning charges during the three months ended September 30, 2023.

Substantially all of the operating lease payments related to the ROU assets will be paid out over two years.

Disposition of Subsidiaries

In April 2023, we disposed of certain research businesses included in our Execution & Support discipline for net proceeds of $ 180.5 million.

As a result, we recorded a pretax gain of $ 78.8 million in the second quarter of 2023.

The disposition did not have a material impact on our ongoing results of operations or financial position.

In each of the three months ended March 31, 2025 and 2024, we contributed $ 0.1 million to the defined benefit pension plans.

Supplemental Cash Flow Data

Change in operating capital:

Nine Months Ended September 30,

Three Months Ended March 31,

(Increase) decrease in accounts receivable $ 1,128.1 $ 884.2

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Currency Translation Total

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

January 1 $ ( 5.0 ) $ ( 25.5 ) $ ( 1,445.4 ) $ ( 1,475.9 )

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$ ( 4.0 ) $ ( 25.1 ) $ ( 1,366.7 ) $ ( 1,395.8 )

Nine Months Ended September 30, 2023

Three Months Ended March 31, 2024

January 1 $ ( 8.1 ) $ ( 42.7 ) $ ( 1,286.8 ) $ ( 1,337.6 )

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$ ( 7.1 ) $ ( 42.9 ) $ ( 1,365.9 ) $ ( 1,415.9 )

Financial assets and liabilities are recorded at fair value based on the following:

Unadjusted quoted prices in active markets for identical assets or liabilities.

Unadjusted quoted prices in active markets for similar assets or liabilities;

unadjusted quoted prices for identical assets or liabilities in markets that are not active;

and model-derived valuations with observable inputs.

Unobservable inputs for the asset or liability.

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

September 30, 2024 December 31, 2023

Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total

March 31, 2025

Level 1 Level 2 Level 3 Total

Cash and cash equivalents $ 3,378.3 $ 3,378.3

Marketable equity securities 0.9 0.9

Cross currency swaps - net investment hedge $ 6.1 6.1

Contingent purchase price obligations $ 223.1 $ 223.1

December 31, 2024

Level 1 Level 2 Level 3 Total

Cash and cash equivalents $ 4,339.4 $ 4,339.4

Marketable equity securities 0.9 0.9

Cross currency swaps - net investment hedge $ 9.3 9.3

Foreign currency derivatives $ 0.1 $ 0.1

Cross currency swaps - net

investment hedge $ 0.6 $ 0.6 $ 6.6 $ 6.6

Contingent purchase price obligations $ 220.1 220.1

Changes in contingent purchase price obligations:

Nine Months Ended September 30,

Three Months Ended March 31,

January 1 $ 220.1 $ 229.5

5 unchanged sentences

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

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Value Carrying

2 unchanged sentences

Non-marketable equity securities 37.0 37.0 36.8 36.8

Foreign currency derivatives 0.3 0.3 — —

Short-term debt $ 16.9 $ 16.9 $ 10.9 $ 10.9

Cross currency swaps - net investment hedge 6.1 6.1 9.3 9.3

Short-term debt $ 19.1 $ 19.1 $ 21.3 $ 21.3

Foreign currency derivatives — — 0.1 0.1

Contingent purchase price obligations 223.1 223.1 220.1 220.1

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements